UNITED STATES

STATE

S
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE
14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant  
☒
Filed by a Party other than the Registrant  
☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐
☐
Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐
Soliciting Material Pursuant to
Section 240.14a-12

TRIUMPH BANCORP,FINANCIAL, INC.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

☒No fee required.
☐Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

☐Fee paid previously with preliminary materials.
☐Check box if any part of the fee is offset as provided
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rule 0-11(a)(2)
Rules 14a-6(i)(1)
and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1)

Amount Previously Paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

Filing Party:

(4)

Date Filed:

0-11.

LOGOLOGO

LOGO

TRIUMPH BANCORP,FINANCIAL, INC.

12700 Park Central Drive, Suite 1700

Dallas, Texas 75251

(214)365-6900

March 29, 201815, 2023

Dear Triumph Bancorp,Financial, Inc. Stockholders,

You are cordially invited to attend the Annual Meeting of Stockholders of Triumph Bancorp,Financial, Inc., to (the “Company”). The meeting will be held on May 10, 2018.Tuesday, April 25, 2023. The Annual Meeting will begin promptly at 1:9:00 p.m.a.m., local time, at 3 Park Central, 12700 Park Central Drive, Basement Level, Conference Room 1,15th Floor, Dallas, Texas 75251.

A Notice of Annual Meeting of Stockholders and the Proxy Statement for the meeting are attached. To ensure your representation at the Annual Meeting, you are urged to vote by proxy via the Internet or telephone pursuant to the instructions provided in the enclosed proxy card; or by completing, dating, signing and returning the enclosed proxy card.

The Notice of Annual Meeting and Proxy Statement on the following pages contain information about the official business of the Annual Meeting. Whether or not you expect to attend, please vote your shares now. Of course, if you decide to attend the Annual Meeting, you will have the opportunity to revoke your proxy and vote your shares in person. This Proxy Statement is also available at www.proxydocs.com/TBK.TFIN.

Sincerely,

 

LOGOLOGO

Aaron P. Graft

President and Chief Executive Officer

LOGO

LOGO

TRIUMPH BANCORP, INC.

12700 Park Central Drive, Suite 1700

Dallas, Texas 75251

(214)365-6900

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MAY 10, 2018

NOTICE IS HEREBY GIVENthat theNotice of Annual Meeting of Stockholders of Triumph Bancorp, Inc. will

To be held at 3 Park Central, 12700 Park Central Drive, Basement Level, Conference Room 1, Dallas, Texas 75251, at 1:00 p.m., local time, on May 10, 2018, for the following purposes:April 25, 2023

Meeting Information

Date:April 25, 2023
Time:9:00 a.m. Central Time
Location:

3 Park Central, 12700 Park Central Drive, 15th Floor

Dallas, Texas 75251

Record Date:Close of business, February 27, 2023

Voting Items

 

 1.

Tore-elect four elect the eleven directors named in the accompanying proxy statement to theour Board of Directors;Directors to serve until the next annual meeting of stockholders or until their respective successors have been elected and qualified;

 

 2.

To vote on a non-binding advisory resolution to approve proposed amendments to our Second Amended and Restated Certificate of Formation (the “Charter”) to provide for the phasing outcompensation of the classified structure of our Board of DirectorsCompany’s named executive officers as disclosed in the accompanying proxy statement (the “Declassification“Say on Pay Proposal”);

 

 3.

To vote on a proposal to approve proposed amendmentsthe Third Amendment to the Charter to implement majority voting in uncontested director electionsTriumph Financial, Inc. 2014 Omnibus Incentive Plan (the “Majority Vote Proposal”, and together with the Declassification Proposal, the “Corporate Governance Proposals”“Third Omnibus Incentive Plan Amendment”);

 

 4.

To ratify the appointment of Crowe Horwath LLP as our independent registered public accounting firm for the current fiscal year; and

 

 5.

To transact any business as may properly come before the Annual Meeting or any adjournments or postponements.

We are furnishing our 20172022 Annual Report and proxy materials to our stockholders primarily through the Internet this year in accordance with rules adopted by the Securities and Exchange Commission. Stockholders of record have been mailed a Notice of Internet Availability of Proxy Materials on or around March 29, 2018,15, 2023, which provides them with instructions on how to vote and how to access the 20172022 Annual Report and proxy materials on the Internet. It also provides instructions on how to request paper copies of these materials.

Stockholders of record who previously enrolled in a program to receive electronic versions of the 20172022 Annual Report and proxy materials will receive an email notice with details on how to access those materials and how to vote.

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2023 Proxy Statement

How to Vote

Stockholders of record may vote:

 

By Internet: go to www.proxypush.com/TBK

By phone: call866-206-5381

By mail: complete and return the enclosed proxy card in the postage prepaid envelope provided.
•LOGOBy Internet: go to www.proxypush.com/TFIN
•LOGOBy phone: call 866-206-5381
•LOGOBy mail: complete and return the enclosed proxy card in the postage prepaid envelope provided.

If your shares are held in the name of a broker, bank or other stockholder of record, please follow the voting instructions that you receive from the broker, bank or other stockholder of record entitled to vote your shares.

The Board of Directors has fixed the close of business on March 12, 2018February 27, 2023 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting.

All stockholders are cordially invited to attend the Annual Meeting in person. Whether you expect to attend the Annual Meeting or not, please vote your shares. If you are a stockholder of record and attend the Annual Meeting, you may vote your shares in person even though you have previously voted your proxy.

By Order of the Board of Directors,

March 15, 2023

LOGO

Dallas, TexasAaron P. Graft
President and Chief Executive Officer

 

LOGO

Aaron P. Graft

President and Chief Executive Officer

March 29, 2018

Dallas, Texas

Important Notice Regarding the Availability of Proxy Materials for the Annual Stockholders’ Meeting of Stockholders

to Bebe Held on May 10, 2018April 25, 2023.

The Proxy Statement for the 20182023 Annual Meeting, the Notice of the 20182023 Annual Meeting, the form of proxy and the Company’s 20172022 Annual Report are available at www.proxydocs.com/TBK.TFIN.

 

2023 Proxy Statement

LOGO

TABLE OF CONTENTS

      Page      

Information Concerning Solicitation and Voting

  1

Proposal 1: Election of Directors

  5

Corporate Governance

15

Compensation Discussion and Analysis

20

Section 16(a) Beneficial Ownership Reporting Compliance

49

Certain Relationships and Related Party Transactions

50

Security Ownership of Certain Beneficial Owners and Management

52

Proposal 2: Management Proposal Regarding Advisory Approval of the Company’s Executive Compensation

54

Proposal 3: Management Proposal for Approval of Third Amendment to Omnibus Incentive Plan

55

Proposal 4: Ratification of Selection of Independent Registered Public Accounting Firm

61

Report of the Audit Committee

63

Stockholder Proposals

65

Householding

66

Annex A

A-1

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2023 Proxy Statement

Proxy Summary

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all the information you should consider in voting your shares. Please read the complete proxy statement and our annual report carefully before voting.

Meeting Information

Date:

April 25, 2023

Time:

9:00 a.m. Central Time

Location:

3 Park Central, 12700 Park Central Drive, 15th Floor

Dallas, Texas 75251

Record Date:

Close of business, February 27, 2023

How to Vote

Your vote is important. You may vote your shares via the Internet, by telephone, by mail or in person at the Annual Stockholder Meeting. Please refer to the section “Information Concerning Solicitation and Voting” on page 1 for detailed voting instructions. If you vote via the Internet, by telephone or in person at the Annual Stockholder Meeting, you do not need to mail in a proxy card.

 

INTERNETTELEPHONEMAILIN PERSON
  Page

LOGO

 

LOGO

LOGO

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Visit www.proxypush.com/TFIN. You will need the control number

printed on your notice, proxy card

or voting instruction form.

Dial toll-free (866-206-5381)

or the telephone number on

your voting instruction form. You

will need the control number

printed on your notice, proxy

card or voting instruction form.

If you received a paper copy of

the proxy materials, send your

completed and signed proxy

card or voting instruction form

using the enclosed postage-

paid envelope.

By attending the meeting

and following the instructions

for voting.

Matters to be Voted Upon

Proposals

 Required
Approval		 Board
Recommendation		 Page
Reference

1.

 Election of Directors Majority of
Votes Cast		 

FOR each

Nominee

   5

2.

 Management Proposal Regarding Advisory Approval of the Company’s Executive Compensation Majority of
Votes Cast		 FOR 54

3.

 Management Proposal to Approve the Third Amendment to the Triumph Financial, Inc. 2014 Omnibus Incentive Plan Majority of
Votes Cast		 FOR 55

4.

 Ratification of Selection of Independent Registered Public Accounting Firm Majority of
Votes Cast		 FOR 61

INFORMATION CONCERNING SOLICITATION AND VOTINGLOGO

 1

PROPOSAL 1: ELECTION OF DIRECTORS2023 Proxy Statement

5

CORPORATE GOVERNANCE

10

DIRECTOR AND EXECUTIVE OFFICER COMPENSATION

15

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

25

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

26

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

29

CORPORATE GOVERNANCE PROPOSALS OVERVIEW (PROPOSALS 2 AND 3)

31

PROPOSAL 2: MANAGEMENT PROPOSAL REGARDING THE ANNUAL ELECTION OF DIRECTORS

32

PROPOSAL 3: MANAGEMENT PROPOSAL REGARDING MAJORITY VOTING IN UNCONTESTED DIRECTOR ELECTIONS

33

PROPOSAL 4: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

34

REPORT OF THE AUDIT COMMITTEE

36

STOCKHOLDER PROPOSALS

38

HOUSEHOLDING

39

LOGOLOGO

TRIUMPH BANCORP,FINANCIAL, INC.

12700 Park Central Drive, Suite 1700

Dallas, Texas 75251

(214)365-6900

PROXY STATEMENT

FOR THE ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON

MAY  10, 2018APRIL 25, 2023

INFORMATION CONCERNING SOLICITATION AND VOTING

Introduction

We are furnishing this Proxy Statement on behalf of the Board of Directors (the “Board of Directors”) of Triumph Bancorp,Financial, Inc. (“Triumph”), a Texas corporation, for use at our 20182023 Annual Meeting of Stockholders, or at any adjournments or postponements of the meeting (the “Annual Meeting”), for the purposes set forth below and in the accompanying Notice of Annual Meeting. The Annual Meeting will be held at 3 Park Central, 12700 Park Central Drive, Basement Level, Conference Room 1,15th Floor, Dallas, Texas 75251, at 1:9:00 p.m.a.m. local time, on May 10, 2018.April 25, 2023.

In accordance with rules and regulations adopted by the Securities and Exchange Commission (“SEC”), instead of mailing a printed copy of our proxy materials to each stockholder of record, we are furnishing proxy materials to our stockholders on the Internet. You will not receive a printed copy of the proxy materials, unless specifically requested. The Notice of Internet Availability of Proxy Materials will instruct you as to how you may access and review all of the important information contained in the proxy materials. The Notice of Internet Availability of Proxy Materials also instructs you as to how you may submit your proxy on the Internet.

As used in this Proxy Statement, the terms “us”, “we”, “our”, the “Company” and “Triumph” refer to Triumph Bancorp,Financial, Inc., and, where appropriate, Triumph Bancorp,Financial, Inc., and its subsidiaries. The term “Common Stock” means shares of our Common Stock, par value, $0.01 per share.

Stockholders Entitled to Notice and to Vote; Quorum

Only holders of record of our Common Stock at the close of business on March 12, 2018,February 27, 2023, which the Board of Directors has set as the record date, are entitled to notice of, and to vote at, the Annual Meeting. As of March 12, 2018February 27, 2023 we had 20,825,93723,318,730 shares of Common Stock outstanding and entitled to vote at the Annual Meeting, and our shares of Common Stock were held by approximately 315269 stockholders of record. Each stockholder of record of Common Stock on the record date will be entitled to one vote for each share held on all matters to be voted upon at the Annual Meeting. There are no cumulative voting rights in the election of directors.

The presence, in person or by proxy, of a majority of the votes entitled to be cast on a matter to be voted on at the Annual Meeting constitutes a quorum for action on that matter. The shares of Common Stock represented by properly executed proxy cards or properly authenticated voting instructions recorded electronically through the Internet or by telephone, will be counted for purposes of determining the presence of a quorum at the Annual Meeting. Abstentions and brokernon-votes will be counted toward fulfillment of quorum requirements. A brokernon-vote occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that proposal and has not received instructions from the beneficial owner.

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2023 Proxy Statement      1

Distinction Between Holding Shares as a Stockholder of Record and as a Beneficial Owner

Some of our stockholders hold their shares through a broker, trustee, or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those shares owned beneficially.

 

Stockholder of Record. If your shares are registered directly in your name with our transfer agent, EQ Shareowner Services, then you are considered, with respect to those shares, the “stockholder of record.” As the stockholder of record, you have the right to grant your voting proxy directly to us or to a third party, or to vote in person at the Annual Meeting.
•

Stockholder of Record. If your shares are registered directly in your name with our transfer agent, EQ Shareowner Services, then you are considered, with respect to those shares, the “stockholder of record.” As the stockholder of record, you have the right to grant your voting proxy directly to us or to a third party, or to vote in person at the Annual Meeting.

 

Beneficial Owner. If your shares are held in a brokerage account, by a trustee or, by another nominee, then you are considered the “beneficial owner” of those shares. As the beneficial owner of those shares, you have the right to direct your broker, trustee, or nominee how to vote and you also are invited to attend the Annual Meeting. However, because a beneficial owner is not the stockholder of record, you may not vote these shares in person at the Annual Meeting unless you obtain a “legal proxy” from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the Annual Meeting.
•

Beneficial Owner. If your shares are held in a brokerage account, by a trustee or, by another nominee, then you are considered the “beneficial owner” of those shares. As the beneficial owner of those shares, you have the right to direct your broker, trustee, or nominee how to vote and you also are invited to attend the Annual Meeting. However, because a beneficial owner is not the stockholder of record, you may not vote these shares in person at the Annual Meeting unless you obtain a “legal proxy” from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the Annual Meeting.

If you are not a stockholder of record, please understand that we do not know that you are a stockholder, or how many shares you own.

Voting Deadline

If you are a stockholder of record on the record date, then your proxy must be received no later than 11:59 p.m., central time on May 9, 2018April 24, 2023 to be counted. If you are the beneficial owner of your shares held through a broker, trustee, or other nominee, please follow the instructions of your broker, trustee, or other nominee in determining the deadline for submitting your proxy.

Voting without Attending the Annual Meeting

Whether you hold shares directly as a stockholder of record or through a broker, trustee, or other nominee, you may direct how your shares are voted without attending the Annual Meeting. You may give voting instructions by the Internet, by telephone, or by mail. Instructions are on the proxy card. The proxy holders will vote all properly executed proxies that are delivered in response to this solicitation, and not later revoked, in accordance with the instructions given by you.

Voting in Person

Shares held in your name as the stockholder of record on the record date may be voted in person at the Annual Meeting. Shares for which you are the beneficial owner but not the stockholder of record may be voted in person at the Annual Meeting only if you obtain a legal proxy from the broker, trustee, or other nominee that holds your shares giving you the right to vote the shares. Even if you plan to attend the Annual Meeting, we recommend that you vote by proxy as described below so that your vote will be counted if you later decide not to attend the Annual Meeting.

The vote you cast in person will supersede any previous votes that you may have submitted, whether by Internet, telephone, or mail.

Voting RequirementsRequired Votes

At the Annual Meeting, stockholders will consider and act upon (1) the election of foureleven directors to our Board of Directors to serve until the next annual meeting of stockholders or until their respective successors have been elected and qualified, (2) the DeclassificationSay on Pay Proposal, (3) the Majority Vote Proposal,Third Omnibus Incentive Plan

2      2023 Proxy Statement

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Amendment, (4) the ratification of the appointment of our independent registered public accounting firm, and (5) such other business as may properly come before the Annual Meeting.

 

•

Election of Directors (Proposal 1). We have implemented majority voting in uncontested director elections. As a result, each director standing for election at the Annual Meeting will be elected by a majority of the votes cast by the outstanding shares present in person or by proxy and entitled to vote at the Annual Meeting, meaning that each director nominee must receive a greater number of such shares voted “for” such director than the number of such shares voted “against” such director. In a contested election, the director nominees receiving a plurality of the votes cast shall be elected directors.

-2-

•

All Other Proposals (Proposals 2, 3, and 4). For all of the other proposals described in this Proxy Statement, the affirmative vote of a majority of the votes cast by the outstanding shares present in person or represented by proxy and entitled to vote at the Annual Meeting is required to approve each such proposal.

Abstentions and Broker Non-Votes

Our Bylaws provide thatUnder certain circumstances, including the election of directors, matters involving executive compensation and other matters considered non-routine, banks and brokers are elected byprohibited from exercising discretionary authority for beneficial owners who have not provided voting instructions to the bank or broker. This is generally referred to as a plurality of“broker non-vote.” In these cases, as long as a routine matter is also being voted on, and in cases where the votes cast. This means that the director nominee with the most votes for a particular seatstockholder does not vote on the Board of Directors is elected for that seat. Only votes actually castsuch routine matter, those shares will be counted for purposesthe purpose of determining whetherif a director nominee receivedquorum is present, but will not be included as votes cast with respect to those matters. Whether a bank or broker has authority to vote its shares on uninstructed matters is determined by stock exchange rules. We expect that brokers will be allowed to exercise discretionary authority for beneficial owners who have not provided voting instructions only with respect to the most votes for a particular seatproposal to ratify the selection of Crowe LLP as our independent registered public accounting firm but not with respect to any of the other proposals to be voted on at the Board of Directors. Annual Meeting.

Abstentions and the withholding of authority by a stockholder (including brokernon-votes) as to the election of directors (Proposal 1) arenon-votes will not be treated as votes “cast”cast for any of the proposals at the Annual Meeting and thuswill have no effect on the results of the election. Should the amendments to our Charter set forth in Proposal 3 be adopted by the stockholders at the Annual Meeting, at future meetings directors will be elected by the affirmative vote of a majority of the votes cast in uncontested elections.

Under our Charter, the affirmative vote of holders of at leasttwo-thirds of the outstanding shares entitled to vote on the Declassification Proposal (Proposal 2) and the Majority Vote Proposal (Proposal 3) is required to adopt each of the proposals. Abstentions, brokernon-votes and failures to vote will have the same effect as votes against Proposals 2 and 3, as applicable.

Under our Bylaws, the ratification of the appointment of our independent registered public accounting firm (Proposal 4) must be approved by the affirmative vote of a majority of the votes cast. Abstentions and brokernon-votes are not treated as votes “cast” and thus have no effect on the vote for Proposal 4.

Under current Nasdaq Global Stock Market (the “NASDAQ”) rules, a broker, bank or other nominee may exercise discretionary voting power for the ratification of the selection of Crowe Horwath LLP. However, the election of directors, the Declassification Proposal and the Majority Vote Proposal are significant matters and the NASDAQ does not permit a broker, bank or other nominee to exercise discretionary voting power with regard to such proposals. Therefore, if you are a beneficial owner and do not provide your broker, bank or other nominee with voting instructions on the election of directors or with respect to the Declassification Proposal or the Majority Vote Proposal, then your vote will not count either for or against the election of the nominees and will have the same effect as a vote against the Declassification Proposal or the Majority Vote Proposal, as applicable.

Treatment of Voting Instructions

If you provide specific voting instructions, your shares will be voted as instructed.

If you hold shares as the stockholder of record and sign and return a proxy card or vote by Internet or telephone without giving specific voting instructions, then your shares will be voted in accordance with the recommendations of our Board of Directors. Our Board of Directors recommends (1) a vote for the election of each of the director nominees to our Board of Directors, (2) a vote for approval, on a non-binding advisory basis, of the Declassification Proposal,compensation of our named executive officers as disclosed in this Proxy Statement, (3) a vote for approval of the Majority Vote Proposal,Third Amendment to the 2014 Triumph Financial, Inc. Omnibus Incentive Plan, and (4) a vote for the ratification of the appointment of Crowe Horwath LLP as our independent registered public accounting firm.

You may have granted to your broker, trustee, or other nominee discretionary voting authority over your account. Your broker, trustee, or other nominee may be able to vote your shares depending on the terms of the agreement you have with your broker, trustee, or other nominee.

The persons identified as having the authority to vote the proxies granted by the proxy card will also have discretionary authority to vote, in their discretion, to the extent permitted by applicable law, on such other business as may properly come before the Annual Meeting and any postponement or adjournment. The Board of Directors is not aware of any other matters that are likely to be brought before the Annual Meeting. If any other matter is properly presented for action at the Annual Meeting, including a proposal to

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2023 Proxy Statement      3

adjourn or postpone the Annual Meeting to permit us to solicit additional proxies in favor of any proposal, the persons named in the proxy card will vote on such matter in their own discretion.

-3-

Revocability of Proxies

A stockholder of record who has been given a proxy may revoke it at any time prior to its exercise at the Annual Meeting by either (i) giving written notice of revocation to our Corporate Secretary, (ii) properly submitting a duly executed proxy bearing a later date, or (iii) appearing in person at the Annual Meeting and voting in person.

If you are the beneficial owner of shares held through a broker, trustee, or other nominee, you must follow the specific instructions provided to you by your broker, trustee, or other nominee to change or revoke any instructions you have already provided to your broker, trustee, or other nominee.

Costs of Proxy Solicitation

Proxies will be solicited from our stockholders by mail and through the Internet. We will pay all expenses in connection with the solicitation, including postage, printing and handling, and the expenses incurred by brokers, custodians, nominees and fiduciaries in forwarding proxy material to beneficial owners. It is possible that our directors, officers and other employees may make further solicitations personally or by telephone, facsimile or mail. Our directors, officers and other employees will receive no additional compensation for any such further solicitations.

 

4      2023 Proxy Statement

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-4-

PROPOSAL 1:  ELECTION OF DIRECTORS

Introduction

In accordance with the terms of our charter, our Board of Directors is divided into three classes, Class I, Class II and Class III, with each class serving staggered three-year terms and is divided as follows:

The Class I directors are Aaron P. Graft, Robert Dobrient, Maribess L. Miller and Frederick P. Perpall, and their term will expire at the Annual Meeting;

The Class II directors are Douglas M. Kratz, Richard L. Davis, Michael P. Rafferty and C. Todd Sparks, and their term will expire at the annual meeting of stockholders expected to be held in 2019; and

The Class III directors are Carlos M. Sepulveda, Jr., Charles A. Anderson and Justin N. Trail, and their term will expire at the annual meeting of stockholders expected to be held in 2020.

The Board of Directors has determined that with the exception of Aaron P. Graft and Carlos M. Sepulveda, Jr., each of our current directors is an independent director.

Under the current terms of our Charter, at each annual meeting of stockholders, upon the expiration of the term of a class of directors, the successor to each such director in the class will be elected to serve from the time of election and qualification until the third annual meeting following his or her election and until his or her successor is duly elected and qualifies, in accordance with our charter. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist, as nearly as possible, ofone-third of the directors. Each of the directors elected at the Annual Meeting will be elected for a three-year term which expires at the annual meeting of stockholders expected to be held in 2021 and will serve until the director’s successor has been elected and qualified, or until the director’s earlier resignation or removal. If the Declassification Proposal (Proposal 2) is approved at the Annual Meeting, beginning with our 2019 annual meeting, directors standing forre-election at the end of their current terms will be elected toone-year terms.

Upon the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors has nominated Aaron P. Graft, Robert Dobrient, Maribess L. Miller and Frederick P. Perpall forre-election toeach of the Board of Directorsdirectors noted below (whom we refer to as the “nominees”). All nominees are currently directors to stand for election for a one (1) year term expiring at the 2024 annual meeting of Triumph Bancorp, Inc. andstockholders or until their respective successors have been previously elected and qualified. Each director nominee must receive the affirmative vote of a majority of the votes cast to be elected (i.e., the number of shares voted “for” a director nominee must exceed the number of votes cast “against” that nominee). Unless contrary instructions are given, the shares represented by your proxy will be voted FOR the election of all director nominees.

Name

Position

Carlos M. Sepulveda, Jr.

Director and Chairman of the Board

Aaron P. Graft

Director, Vice Chairman and Chief Executive Officer

Charles A. Anderson

Director

Harrison B. Barnes

Director

Debra A. Bradford

Director

Richard L. Davis

Director

Davis Deadman

Director

Laura K. Easley

Director

Maribess L. Miller

Director

Michael P. Rafferty

Director

C. Todd Sparks

Director

All of the nominees listed above have consented to being named in this proxy statement and to serve if elected. However, if any nominee becomes unable to serve, proxy holders will have discretion and authority to vote for another nominee proposed by our stockholders, except for Frederick P. Perpall. Mr. Perpall was elected as a director byBoard. Alternatively, our Board on October 24, 2016.may reduce the number of directors to be elected at the Annual Meeting.

 

LOGOThe Board of Directors unanimously recommends a vote FOR the election of each of the nominees.

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2023 Proxy Statement      5

The Board of Directors unanimously recommends a voteFORthere-election of each of the nominees.

Information Concerning the Nominees and Directors

Biographical information for each director and nominee appears below. The information is based entirely upon information provided by the respective directors and nominees.

 

  

Director
Since

  Committee Membership

Name

Age

Position

Independent

AC

CC

NC

RCC

        

Charles A. Anderson

62

2010

  Director

✓

C

✓

        

Harrison B. Barnes

30

2021

  Director

✓

✓

        

Debra A. Bradford

64

2020

  Director

✓

✓

✓

        

Richard L. Davis

69

2010

  Director

✓

✓

✓

        

Davis Deadman

59

2023

  Director

✓

        

Laura K. Easley

58

2020

  Director

✓

✓

C

        

Aaron P. Graft

45

2010

  Director, Vice Chairman, Chief Executive Officer & President

        

Maribess L. Miller

70

2014

  Director

✓

✓

C

        

Michael P. Rafferty

68

2014

  Director

✓

C

✓

        

Carlos M. Sepulveda, Jr.

65

2010

  Director & Chairman

✓

✓

        

C. Todd Sparks

55

2010

  Director

✓

✓

C

Committee Chair

✓

Member

AC

Audit Committee

CC

Compensation Committee

NC

Nominating and Corporate Governance Committee

RCC

Risk and Compliance Committee

We believe the current composition of our Board of Directors provides a high level of independence and represents a broad mix of tenure as well as gender and ethnic diversity.

Director TenureDiversityIndependence
LOGOLOGOLOGO

.

6      2023 Proxy Statement

LOGO

Director Qualifications and Attributes

We endeavor to have a Board that represents a broad range of qualities, skills and depth of experience in areas that are relevant to and contribute to the Board’s oversight of the Company’s activities. Among others, the Board has considered these key experiences, qualifications, skills and attributes in evaluating the composition of the Board and in considering nominees for new directors.

EXPERIENCE / QUALIFICATIONS / SKILLS / ATTRIBUTES

Banking Experience

•  We seek directors who have knowledge and experience in the banking industry, which is useful in understanding the operations, challenges and regulatory environment impacting our operations as a regulated financial institution.

Financial Experience

•  As a public company, we are committed to strong financial discipline and accurate and transparent reporting and disclosure practices. We believe directors with public accounting backgrounds or senior financial leadership experience at other organizations are instrumental in providing oversight and guidance in these areas.

Senior Leadership Experience

•  We believe it is important for our directors to have served in senior leadership roles in other organizations, including as senior executives, entrepreneurs and founders of businesses, which demonstrates a strong ability to motivate and manage others, to identify and develop leadership qualities in others and to manage organizations.

Diversity

•  We value the representation of gender, ethnic, geographic, cultural and other perspectives that expand the Board’s understanding of the needs and viewpoints of our customers, team members, regulators and other stakeholders.

Public Company Board Experience

•  Directors who have served on other public company boards can offer advice and perspective with respect to board dynamics and operations, relations between the board and executive management and other matters, including executive compensation, corporate governance and relations with stockholders.

Transportation and Payments

Experience

•  Given the large percentage of our business that touches the transportation industry, including our factoring, TriumphPay and equipment finance products, and TriumphPay’s emerging presence as a payments solution in the transportation sector, we believe directors with knowledge and experience in these industries provide useful perspective in understanding and providing guidance with respect to the trends, strategic challenges and opportunities in these sectors.

LOGO

2023 Proxy Statement      7

The table below summarizes the key experience, qualifications and attributes for each member of our Board and highlights the balanced mix of experience, qualifications and attributes of the Board as a whole. This high-level summary is not intended to be an exhaustive list of each director’s skills or contributions to the Board.

Name

 Age

Banking

Experience

Financial

Experience

Senior

Leadership

Experience

Diversity

Public

Company

Board

Experience

Transportation

and Payments

Experience

  

Position

Charles A. Anderson

 57XX
  Director

Harrison B. Barnes

XX

Debra A. Bradford

XXXXX

Richard L. Davis

 64X
  Director

Robert Dobrient

  56

Davis Deadman

XXX
  Director

Laura K. Easley

XXX

Aaron P. Graft

 X40XX
  Director, Vice Chairman, Chief Executive Officer & President

Douglas M. Kratz

  66Director

Maribess L. Miller

 65XXXX
  Director

Frederick P. Perpall

  43Director

Michael P. Rafferty

 X63XXX
  Director

Carlos M. Sepulveda, Jr.

 60XXXX
  Director & Chairman

C. Todd Sparks

 50X XDirectorX

As of March 15, 2023 we are in compliance with Nasdaq Rule 5605(f) regarding Board diversity and we will remain in compliance with such rule following our Annual Meeting giving effect to the directors standing for election at the meeting. The following diversity statistics are presented in accordance with the standardized disclosure matrix set forth in such Rule:

Justin N. TrailTotal Number of Directors

 46 Director

11

   Female Male Non-Binary 

Did Not

Disclose

Gender

    

Part I: Gender Identity

    
    

Directors

 3 8 — —
    

Part II: Demographic Background

    
    

African American or Black

 — 1 — —
    

Alaskan Native or Native American

 — — — —
    

Asian

 — — — —
    

Hispanic or Latinx

 — 1 — —
    

Native Hawaiian or Pacific Islander

 — — — —
    

White

 3 6 — —
    

Two or More Races or Ethnicities

 — — — —
    

LGBTQ+

 — — — —
    

Did Not Disclose Demographic Background

 — — — —

Board Nominees with Terms Ending in 2018

8      2023 Proxy Statement

LOGO

Aaron P. Graftis our founder, Vice Chairman, President and Chief Executive Officer. He also serves as the Chief Executive Officer and a director of the Company’s wholly owned bank subsidiary TBK Bank, SSB and is the Chairman of Triumph Business Capital. Prior to establishing Triumph Bancorp, Mr. Graft served as the founder and President of Triumph Land and Capital Management, LLC, where he oversaw the management of several multifamily and commercial real estate projects in receivership and led the acquisition of multiple pools of distressed debt secured by multifamily projects. Prior to Triumph, Mr. Graft worked

Directors Standing for Fulbright & Jaworski, LLP (now Norton Rose Fulbright LLP) where he focused on distressed loan workouts. Mr. Graft also serves on the board of directors and as Vice Chairman of The Bank of the West of Thomas, Oklahoma. Mr. Graft received a bachelor of arts,cum laude, and a Juris Doctorate,cum laude, from Baylor University. Mr. Graft is a member of Young Presidents’ Organization, and in 2014 he was recognized by the Dallas Business Journal with the “40 Under 40” award. Mr. Graft’s extensive experience in business and finance qualify him to serve on our Board of Directors.

Robert Dobrienthas served on our Board of Directors since 2010. He is founder and chief executive officer of Savoya, an industry-leading provider of chauffeured ground transportation services. Prior to establishing Savoya in 2000, Mr. Dobrient was cofounder and president of Max America, asame-day delivery and logistics firm that wonInc. “500” honors for three consecutive years in the early 1990s. In 1997, Max America was acquired by Dynamex, Inc., a publicly held leading consolidator in the time critical distribution industry. Mr. Dobrient is a member of the board of Grand Junction, asoftware-as-a-service platform that manages courier and local delivery programs. He is also a director of privately held Redaway, a medical waste transport and disposal company. Mr. Dobrient earned a bachelor of business administration from University of North Texas. He serves as a mentor and board member at Mercy Street, a program serving inner-city youths and their families. Mr. Dobrient’s extensive business experience qualifies him to serve on our Board of Directors.

Maribess L. Millerhas served on our Board of Directors since July 2014 and serves as Chairperson of our Nominating and Corporate Governance Committee. Ms. Miller was a member of the public accounting firm PricewaterhouseCoopers LLP from 1975 until 2009, including serving as the North Texas Market Managing Partner from 2001 until 2009; as Southwest Region Consumer, Industrial Products and Services Leader from 1998 until 2001; and as Managing Partner of that firm’s U.S. Healthcare Audit Practice from 1995 to 1998. Since 2010, Ms. Miller has served as a member of the board of directors and chair of the audit committee for Zix

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Corporation (NASDAQ:ZIXI). Ms. Miller is also a member of the board of directors and chair of the audit committee for Midmark Corp., a privately-held medical supply company. She was on the Texas State Board of Public Accountancy from 2009-2015, past Board Chair for the Texas Health Institute and serves on the board of the North Texas Chapter of the National Association of Corporate Directors. She graduatedcum laudewith a bachelor’s degree in Accounting from Texas Christian University. Ms. Miller is a certified public accountant. Ms. Miller’s extensive business experience qualifies her to serve on our Board of Directors.

Frederick P. Perpallwas elected to our Board of Directors effective October 24, 2016 and began serving on the Compensation Committee in January 2017. Mr. Perpall serves as the chief executive officer for The Beck Group, an architecture and construction company based in Dallas, Texas. Mr. Perpall has served as CEO since 2013, and has been with The Beck Group in other roles since 1999. Mr. Perpall began his career in the design and construction industry in 1996 and has been a registered architect since 2003. Prior to his time at Beck, Mr. Perpall worked for Gideon Toal Architects and Alexiou + Associates. Mr. Perpall serves on numerous boards and executive committees, including the Dallas Regional Chamber, the Dallas Citizens Council and The Carter Center. He earned his Bachelor of Science and Master of Architecture degrees from the University of Texas at Arlington.

Directors with Terms Ending in 2019 (Continuing Directors)

Richard L. Davishas served on our Board of Directors since 2010. He is founder and chief executive officer of Dallas-based DAVACO, Inc., a leading provider of retail, restaurant and hospitality service solutions. In 2000 and 2006, Mr. Davis was a finalist for the Ernst & Young Entrepreneur of the Year award, and in 2006, he was inducted into the Retail Construction Hall of Fame. Mr. Davis currently serves on The Salvation Army’s Dallas/ Fort Worth Metroplex Advisory Board and The Board of Advisors of the Baylor Angel Network with the Hankamer School of Business of Baylor University. Mr. Davis’ extensive experience in business qualifies him to serve on our Board of Directors.

Douglas M. Kratzhas been a member of our Board of Directors since October 2013 and also serves on the Board of Directors of our subsidiary bank, TBK Bank, SSB. Mr. Kratz currently serves as Chairman of the Risk Committee and is a member of the subsidiary bank’s Executive Loan Committee. Prior to Triumph Bancorp’s 2013 acquisition of National Bancshares, Inc, Mr. Kratz served as Chairman of the board of National Bancshares, Inc. and a director of its subsidiary bank, THE National Bank, since 2001. During that period, for several years, Mr. Kratz served as Chief Executive Officer and Vice Chairman of the parent company and subsidiary bank, respectively. Over the past 30 years, Mr. Kratz has served on the boards of directors of numerous community banking organizations along with being a principal investor in several of the organizations. Mr. Kratz is also a principal investor in privately heldnon-bank financial services related entities. Mr. Kratz’s extensive business and banking experience, as well as his long-standing community business and banking relationships in the Quad Cities Metropolitan Area, qualify him to serve on our Board of Directors.

Michael P. Raffertyhas served on our Board of Directors since July 2014 and serves as Chairman of the Audit Committee. Mr. Rafferty was a member of the public accounting firm Ernst & Young LLP from 1975 until his retirement in 2013, was admitted as Partner of the Firm in 1988, and served as the Audit Practice Leader for the Southwest Region from 2004 to 2013. During his career with Ernst & Young, he primarily served clients in the financial services and healthcare industries. Mr. Rafferty graduated with a Bachelor of Science degree in Accounting from the University of New Orleans. Mr. Rafferty is a certified public accountant and is licensed in Texas and Louisiana. Mr. Rafferty’s extensive experience in the financial services industry qualifies him to serve on our Board of Directors. Mr. Rafferty also serves on the board of directors and Audit Committee of MoneyGram International, Inc. (NASDAQ:MGI) since 2016.

C. Todd Sparkshas served on our Board of Directors since 2010. He also serves as a director of our wholly owned subsidiary bank, TBK Bank, SSB. He is vice president and chief financial officer of Discovery Operating Inc., where he has been employed since 1992. He currently serves on the Board of Directors of Patriot Drilling,

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LLC, FirstCapital Bank of Texas and First Bancshares of Texas (Holding Company). Mr. Sparks received a bachelor of business administration from Baylor University in 1989 and a master of business administration from Texas A&M University in 1992. Mr. Sparks’ extensive business and banking experience, as well as his long- standing business and banking relationships in the community, qualify him to serve on our Board of Directors.

Directors with Terms Ending in 2020 (Continuing Directors)

Charles A. Andersonhas served on our Board of Directors since 2010. In 2003, Mr. Anderson cofounded Bandera Ventures, Ltd., a firm focused on industrial development and acquisitions, distressed office acquisitions and long-term lease opportunities. Prior to that, Mr. Anderson was associated with the Trammell Crow Company where he served as senior executive director, responsible for the Development and Investment Group for the Western half of the United States. Since 2014, Mr. Anderson has served on the board of directors and as a member of the investment committee of Highwoods Properties, Inc. (NYSE:HIW), a publicly traded real estate investment trust. He earned his bachelor of business administration and master of business administration from Southern Methodist University, where he graduatedsumma cum laude.Mr. Anderson’s extensive experience in business and finance qualify him to serve on our Board of Directors.

Carlos M. Sepulveda, Jr.has served as chairman of our Board of Directors since 2010. He also serves as chairman of TBK Bank, SSB. Since March 2014, Mr. Sepulveda has served on the board of directors of Savoya, a chauffeured ground transportation service provider. In 2007, he joined the board of directors of Cinemark Holdings, Inc. (NYSE: CNK) and in 2016 was named Lead Director. In addition, he serves as chairman of the audit committee, and is a member of both the compensation committee and the strategic planning committee. From 2013 to January 2017, Mr. Sepulveda served on the board of Matador Resources Company (NYSE:MTDR), as director, chairman of the audit committee, chairman of the financial committee, and a member of both the nominations committee and executive committee. Mr. Sepulveda joined Interstate Battery System International, Inc. in 1990, and served as its president and chief executive officer from 2004 until 2013, and continues to serve on its board of directors as he has since 1995. Prior to joining Interstate Battery, Mr. Sepulveda was a partner at KPMG with more than 10 years of audit experience, including a concentration in financial services companies and banks. Mr. Sepulveda received a bachelor of business administration with highest honors from the University of Texas at Austin. He is a certified public accountant (CPA) and is a member of the American Institute of CPAs and Texas Society of CPAs. Mr. Sepulveda’s extensive experience in business and finance qualify him to serve on our Board of Directors.

Justin N. Trailhas served on our Board of Directors since 2010. He is the founder and president of Commercial Insurance Solutions Group, LLC, a national retail insurance brokerage company specializing in the risk management of real estate investment portfolios, founder and CEO of C1 Insurance Group and cofounder and director of Spicewood Funding Group, a specialty finance company. Mr. Trail serves as a director at Triumph Business Capital, chairman at Triumph Insurance Group, and member of the compensation committee of our Board of Directors. He also serves as a directorElection at the National Multi Housing Council and numerousnon-profit organizations. Mr. Trail graduated from Texas A&M University with a bachelor of science in 1994 and a master’s degree in 1996. Mr. Trail’s extensive business and banking experience qualify him to serve on our Board of Directors.

Executive Officers

The following table sets forth information regarding individuals who are our executive officers.2023 Annual Meeting

 

Name

LOGO

  

AgeCarlos M. Sepulveda, Jr.

Retired President and Chief Executive Officer

Interstate Batteries, Inc.

Carlos M. Sepulveda, Jr. has served as Chairman of our Board of Directors since 2010. He also serves as chairman of TBK Bank, SSB. Since March 2014, Mr. Sepulveda has served on the Board of

  

Chairman of the Board

Independent Director

Director Since 2010

Age 65

Board Committees:

•  Compensation

Key Qualifications and Expertise:

•  Senior Leadership Experience

•  Financial Experience

•  Diversity

Other Current Public Boards:

•  Cinemark Holdings, Inc.

Directors of Savoya, a chauffeured ground transportation service provider. In 2007, he joined the Board of Directors of Cinemark Holdings, Inc. (NYSE: CNK) where he has been Lead Director since 2016 and Chairman since 2022. In addition, he serves as a member of the Audit Committee, Compensation Committee and the Strategic Planning Committee. From 2013 to January 2017, Mr. Sepulveda served on the Board of Matador Resources Company (NYSE:MTDR), as Director, Chairman of the Audit Committee, Chairman of the Financial Committee, and a member of both the Nominations Committee and Executive Committee. Mr. Sepulveda joined Interstate Battery System International, Inc. in 1990, and served as its President and Chief Executive Officer from 2004 until 2013, and continues to serve on its Board of Directors as he has since 1995. Prior to joining Interstate Battery, Mr. Sepulveda was a partner at KPMG with more than 10 years of audit experience, including a concentration in financial services companies and banks. Mr. Sepulveda received a Bachelor of Business Administration with highest honors from the University of Texas at Austin. He is a certified public accountant (CPA) and is a member of the American Institute of CPAs and Texas Society of CPAs.

LOGO

Aaron P. Graft

Founder, Vice Chairman and Chief Executive Officer

of the Company

Aaron P. Graft is the Founder, Vice Chairman and Chief Executive Officer of the Company. He also serves as the Vice Chairman and Chief Executive Officer of TBK Bank, SSB and is the Chairman

Director

Director Since 2010

Age 45

Key Qualifications and Expertise:

•  Banking Experience

•  Senior Leadership Experience

•  Transportation and Payments Experience

of Triumph Financial Services LLC and Vice Chairman of Triumph Insurance Group, Inc. Mr. Graft also serves as a Director and as Vice Chairman of The Bank of the West of Thomas, Oklahoma. Prior to establishing Triumph Financial, Inc., Mr. Graft served as the Founder and President of Triumph Land and Capital Management, LLC, where he oversaw the management of several multi-family and commercial real estate projects in receivership and led the acquisition of multiple pools of distressed debt secured by multi-family projects. Prior to Triumph, Mr. Graft worked for Fulbright & Jaworski, LLP (now Norton Rose Fulbright LLP) where he focused on distressed loan workouts. Mr. Graft received a Bachelor of Arts, cum laude, and a Juris Doctorate, cum laude, from Baylor University. He is a member of Young Presidents’ Organization. He also serves on the Baylor University Hankamer School of Business Advisory Board. In 2017, Mr. Graft received the EY Entrepreneur Of The Year® Award in the Business & Financial Services category in the Southwest Region and the Baylor University 2017 Young Alumnus of the Year. In 2014, he was recognized by the Dallas Business Journal with the “40 Under 40” award.

LOGO

2023 Proxy Statement      9

LOGO

Charles A. Anderson

Co-Founder

Bandera Ventures, Ltd.

Charles A. Anderson cofounded Bandera Ventures, Ltd., a firm focused on industrial development and acquisitions, distressed office acquisitions and long-term lease opportunities. Prior to

Independent Director

Director Since 2010

Age 62

Board Committees:

•  Compensation (Chair)

•  Nominating Corporate Governance

Key Qualifications and Expertise:

•  Senior Leadership Experience

Other Current Public Boards:

•  Highwoods Properties, Inc.

that, Mr. Anderson was associated with the Trammell Crow Company where he served as Senior Executive Director, responsible for the Development and Investment Group for the Western half of the United States. Since 2014, Mr. Anderson has served on the Board of Directors and as a member of the Investment Committee of Highwoods Properties, Inc. (NYSE:HIW), a publicly traded real estate investment trust. He earned his Bachelor of Business Administration and Master of Business Administration from Southern Methodist University, where he graduated summa cum laude.

LOGO

Harrison B. Barnes

Professional Athlete

National Basketball Association

Harrison B. Barnes, through his family office, is a community bank supporter and investor. He is a member of the board of directors of First National Bank (Ames, IA), the largest bank subsidiary of Ames

Independent Director

Director Since 2021

Age 30

Board Committees:

•  Compensation

Key Qualifications and Expertise:

•  Banking Experience

•  Diversity

National Corporation (NASDAQ: ATLO). Mr. Barnes has been a professional athlete since 2012, representing the United States in the 2016 Olympics. He was voted to, and currently serves on the board of directors of USA Basketball, as Treasurer and Executive Committee member of the National Basketball Players Association, and as one of two inaugural Player Representatives on the board of directors of the NBA Foundation. Since 2012, Mr. Barnes has overseen all functions of his family’s business affairs, including analysis of representation and business proposals, venture capital transactions, and investments in publicly traded companies. Mr. Barnes’ community projects includes When We All Vote (Ambassador), Boys & Girls Club of Oakland (Board of Trustees), Learn Fresh (Champion and Advisor for NBA Math Hoops program), and Harrison Barnes Reading Academy (Founder, promoting literacy skills).

LOGO

Debra A. Bradford

President and Chief Financial Officer

First American Payment Systems

Debra A. Bradford is President and Chief Financial Officer of First American Payment Systems, an industry leader and global solutions provider in merchant account services. Ms. Bradford

Independent Director

Director Since 2020

Age 64

Board Committees:

•  Audit

•  Risk and Compliance

Key Qualifications and Expertise:

•  Financial Experience

•  Senior Leadership Experience

•  Diversity

•  Transportation and Payments Experience

Other Current Public Boards:

•  Intermex International Money Express, Inc.

joined First American Payment Systems by Deluxe in 2001 and has served as President and Chief Financial Officer since 2008. Prior to the acquisition of First American by Deluxe Corporation, she also served on the Board of Directors and Audit Committee of First American. Prior to joining First American, Ms. Bradford served as Senior Vice President and Chief Financial Officer of ACE Cash Express, Inc., a financial services retailer, and in various roles, including Chief Operating Officer, with IPS Card Solutions (formerly NTS, Inc.), a division of Frist Data Corporation. Ms. Bradford serves on the Board of Directors and on both the compensation and nominating and governance committees of Intermex International Money Express, Inc. (NASDAQ: IMXI). Ms. Bradford graduated from the University of Texas in Austin. She is a Certified Public Accountant and a member of the Texas Society of Certified Public Accountants.

10      2023 Proxy Statement

LOGO

LOGO

Richard L. Davis

Founder

DAVACO, Inc.

Richard L. Davis is the Founder of Dallas-based DAVACO, Inc., a leading provider of retail, restaurant and hospitality service solutions. In 2000 and 2006, Mr. Davis was a finalist for the Ernst &

Independent Director

Director Since 2010

Age 69

Board Committees:

•  Compensation

•  Nominating Corporate Governance

Key Qualifications and Expertise:

•  Senior Leadership Experience

Young Entrepreneur of the Year award. In 2006, Mr. Davis was inducted into the Retail Construction Hall of Fame. Mr. Davis currently serves on The Salvation Army’s Dallas/ Fort Worth Metroplex Advisory Board and The Foundation Board of Baylor Scott & White.

LOGO

Davis Deadman

Retired Chief Executive Officer and President

NexBank Capital, Inc.

Davis Deadman has served on the board of the North Texas Certified Development Corporation, an SBA chartered entity focused on providing debt capital to the small business community in Texas. From

Director Since 2023

Age 59

Board Committees:

•  Risk and Compliance

Key Qualifications and Expertise:

•  Banking Experience

•  Financial Experience

•  Senior Leadership Experience

2004 to 2010, he served on multiple boards, including the bank and the holding company within the NexBank Capital, Inc. platform. From 2004 to 2010, Mr. Deadman served as Chief Executive Officer and President of NexBank, a financial services organization that included a broker-dealer and an investment banking and corporate advisory firm. From 1998 to 2009, Mr. Deadman served as a Senior Portfolio Manager and, ultimately, as a partner with Highland Capital Management L.P. In this role, he managed a team of investment professionals responsible for a several billion-dollar portfolio of credit investments. Before 1998, he served as an investment officer at Mutual Benefit Life, managing a $200 million commercial real estate-backed loan portfolio. Mr. Deadman served in various roles with the Company and TBK Bank, SSB from 2011-2022, including as TBK Bank’s Chief Lending Officer from 2011 to 2014. Such service in an employment capacity terminated in 2022. Mr. Deadman received a Bachelor of Business Administration from Texas A&M University and a Master of Business Administration in Finance, Cum Laude, from Southern Methodist University – Cox School of Business. He is a Chartered Financial Analyst (CFA) Charter holder.

LOGO

Laura K. Easley

Retired Chief Operating Officer

Transportation Insight

Laura K. Easley was the Chief Operating Officer of Transportation Insight, a leading enterprise solutions provider in the logistics and transportation industry, from 2012 until her retirement in 2019. She

Independent Director

Director Since 2020

Age 58

Proposed Board Committees:

•  Nominating Corporate Governance

•  Risk Management (Chair)

Key Qualifications and Expertise:

•  Senior Leadership Experience

•  Diversity

•  Transportation and Payments Experience

served in various other capacities at Transportation Insight from 2005 to 2019, including Chief Business Development Officer and Chief Solutions Officer. Prior to Transportation Insight, Ms. Easley served in various capacities with Menlo Worldwide, The Complete Logistics Company and ABF Freight Systems. Ms. Easley received a Bachelor of Science Degree in Industrial Engineering and Management from Oklahoma State University. She served on the Board of Directors for the OSU Cowboy Academy of Industrial Engineering and Management.

LOGO

2023 Proxy Statement      11

LOGO

Maribess L. Miller

Retired Partner

PricewaterhouseCoopers LLP

Maribess L. Miller was a member of the public accounting firm PricewaterhouseCoopers LLP from 1975 until 2009, including serving as the North Texas Market Managing Partner from 2001

Independent Director

Director Since 2014

Age 70

Board Committees:

•  Nominating Corporate Governance (Chair)

•  Audit

Key Qualifications and Expertise:

•  Financial Experience

•  Senior Leadership Experience

•  Diversity

Other Current Public Boards:

•  DR Horton, Inc.

until 2009; as Southwest Region Consumer, Industrial Products and Services Leader from 1998 until 2001; and as Managing Partner of the firm’s U.S. Healthcare Audit Practice from 1995-1998. Ms. Miller joined the board of DR Horton, Inc. (NYSE: DHI) in November, 2019 and serves as chair of the Audit Committee and member of the Compensation Committee. Ms. Miller served as a member of the Board of Directors and Chair of the Audit Committee and member of the Compensation Committee for Zix Corporation (NASDAQ:ZIXI) from 2010-2021. Ms. Miller is also a member of the Board of Directors and Chair of the Audit Committee for Midmark Corp., a privately-held medical supply company. She was on the Texas State Board of Public Accountancy from 2009-2015, past Board Chair for the Texas Health Institute and is past Chair of the Board of the North Texas Chapter of the National Association of Corporate Directors. She graduated cum laude with a Bachelor’s degree in Accounting from Texas Christian University. Ms. Miller is a retired certified public accountant.

LOGO

Michael P. Rafferty

Retired Partner,

Ernst & Young LLP

Michael P. Rafferty was a member of the public accounting firm Ernst & Young LLP from 1975 until his retirement in 2013, was admitted as Partner of the Firm in 1988, and served as the Audit

Independent Director

Director Since 2014

Age 68

Board Committees:

•  Audit (Chair)

•  Risk and Compliance

Key Qualifications and Expertise:

•  Financial Experience

•  Senior Leadership Experience

•  Banking Experience

Other Current Public Boards:

•  MoneyGram International, Inc.

Practice Leader for the Southwest Region from 2004 to 2013. During his career with Ernst & Young, he primarily served clients in the financial services and healthcare industries. Mr. Rafferty graduated with a Bachelor of Science degree in Accounting from the University of New Orleans. Mr. Rafferty is a certified public accountant and is licensed in Texas. Mr. Rafferty also serves as a member of the Board of Directors, as Chair of the Audit Committee and as a member of the Compliance and Ethics Committee of MoneyGram International, Inc. (NASDAQ:MGI), a position he has held since 2016.

LOGO

C. Todd Sparks

Vice President and Chief Financial Officer

Discovery Operating Inc.

C. Todd Sparks is Vice President and Chief Financial Officer of Discovery Operating Inc., where he has been employed since 1992. Mr. Sparks formerly served on the board of First Capital Bank of

Independent Director

Director Since 2010

Age 55

Board Committees:

•  Audit

Key Qualifications and Expertise:

•  Banking Experience

•  Financial Experience

•  Senior Leadership Experience

Texas and First Bancshares of Texas. Mr. Sparks received a Bachelor of Business Administration from Baylor University in 1989 and a Master of Business Administration from Texas A&M University in 1992.

12      2023 Proxy Statement

LOGO

Information Regarding Executive Officers

Our executive officers are as follows:

Name

AgePosition

Aaron P. Graft

  4045 Director, Vice Chairman, Chief Executive Officer &and President of the Company Vice Chairman, Chief Executive Officer of TBK Bank, SSB

R. Bryce FowlerW. Bradley Voss

  6447Executive Vice President and Chief Financial Officer of the Company and TBK Bank, SSB

Ed Schreyer

56 Executive Vice President, Chief FinancialOperating Officer & Treasurerof the Company and TBK Bank, SSB

Gail Lehmann

  6065 Executive Vice President, Chief Regulatory and Corporate Governance Officer, and Secretary of the Company and TBK Bank, SSB

Todd Ritterbusch

54President, TBK Bank, SSB

Adam D. Nelson

  4045 Executive Vice President, General Counsel and Assistant Secretary of the Company and TBK Bank, SSB

Daniel J. KarasMelissa Forman-Barenblit

  5745 Executive Vice President, Chief Lending Officer of TBK Bank, SSB, and President – TriumphPay

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A brief description of the background of each of our executive officers who is not also a director is set forth below.

R.Bryce FowlerW. Bradley Voss has served as our Executive Vice President, Chief Financial Officer and Treasurer since 2010.2021. He also serves as chief executive officer, presidentExecutive Vice President and public information officerChief Financial Officer of TBK Bank, SSB. Previously, Mr. Fowler was a partner in Cyma Fund Advisors, which managed a $100 million capital investmentVoss joined the Company in a leveraged mortgage-backedconsulting engagement in 2011 and has served in various finance roles since joining the Company full-time in 2012. He was appointed as Chief Financial Officer in 2021. Prior to his current role, he led balance sheet strategy, capital issuance, investments, liquidity, and funding as the Company’s Senior Vice President and Treasurer from 2015 to 2019, and Executive Vice President and Treasurer from 2019 to 2021. Mr. Voss joined Triumph from CSG Investments (an affiliate of Beal Bank), where he led the sourcing, analysis and execution of investments in distressed securities portfolio. He alsoas Senior Vice President and Portfolio Manager. Before joining CSG Investments, Mr. Voss served as a director, presidentPortfolio Manager for Highland Capital Management, L.P. Earlier in his career, he worked in institutional equity sales and chief financial officerresearch at Donaldson, Lufkin & Jenrette and then Bear Stearns. Mr. Voss earned a Bachelor of Bluebonnet Savings Bank, FSB,Business Administration in accounting and finance from Texas Christian University and a $3+ billion Southwest Plan institution formed from the acquisitionMaster of 15 failed institutions in 1988. He was a member of the executive committee that led Bluebonnet through the acquisition and consolidation of these institutions, implemented and managed the government assistance agreement, expanded its state-wide lending operations to be national in scope and was one of the principal architects in the development and implementation of Bluebonnet’s transition to a wholesale institution focused primarily in MBS investment strategies. Prior to that, Mr. Fowler was an auditor for David, Kinard & Company, working primarily on financial institution clients. Mr. Fowler received a bachelor of business administrationBusiness Administration from the University of Texas- Arlington andTexas at Austin. He is a certified public accountantChartered Financial Analyst (CFA) charter holder.

Ed Schreyer has served as Executive Vice President, Chief Operating Officer since 2022. He also serves as Executive Vice President and Chief Operating Officer of TBK Bank, SSB. Mr. Schreyer joined the Company in Texas (license inactive).2021 as President and Chief Operating Officer of TriumphPay. Mr. Schreyer joined the Company after 30 years of experience with CBRE Group, Inc. (NYSE: CBRE) where he was most recently Chief Operating Officer for the Americas Advisory business. During his years at CBRE, he led the Industrial and Logistics business serving top freight carriers and 3PL providers and he had executive oversight of the Security and Crisis Management Team. Mr. Schreyer holds a Bachelor of Science degree in Urban Studies/Affairs from Indiana University Bloomington.

Gail Lehmannhas served as our Executive Vice President and Secretary since 2010. She also serves as executive vice president, chief operating officer,Chief Regulatory and secretaryGovernance Officer as well as Secretary of TBK Bank, SSB. Ms. Lehmann also served as the Chief Operating Officer of the Company and TBK Bank, SSB from 2010-2022. Previously, Ms. Lehmann served as corporate compliance officerCorporate Compliance Officer and senior vice presidentSenior Vice President of risk managementRisk Management for

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2023 Proxy Statement      13

Bluebonnet Savings Bank, FSB, a $3 billion wholesale thrift. Ms. Lehmann has been in the banking industry for more than 30 years and has experience in all facets of banking operations with particular emphasis on regulatory compliance, risk management, information technology and venture capital environments. She also has expertise in the area of property and subsidiary management. Ms. Lehmann received a bachelorBachelor of science,Science, with a majorMajor in public administration/political sciencePublic Administration/Political Science and a minorMinor in criminal justice,Criminal Justice, from the University of Illinois.

Todd Ritterbuschhas served as the President of TBK Bank, SSB since 2022. Mr. Ritterbusch also served as the Executive Vice President and Chief Lending Officer of TBK Bank, SSB from 2019-2022. Prior to joining the Company, from 2002 to April of 2019, Mr. Ritterbusch served in various capacities with JPMorgan Chase Bank, including as the Managing Director, Market Executive for the Commercial Bank covering the Ft. Worth and West Texas markets. During his tenure with JPMorgan Chase Bank, Mr. Ritterbusch led a commercial banking team serving businesses with revenues between $20 million and $500 million across his market area. Mr. Ritterbusch holds a Bachelor of Science in Engineering from Purdue University and a Master of Business Administration from the Kellogg School of Management and a Master of Engineering Management from the McCormick School of Engineering at Northwestern University. He served on the boards of Cook Children’s Healthcare Foundation, Cook Children’s Health Plan and Leadership ISD.

Adam D. Nelsonjoined Triumph in 2013 has served as our Executive Vice President, General Counsel and Assistant Secretary since 2013. He also serves as Executive Vice President, General Counsel and General Counsel. He also serves as executive vice president and general counselAssistant Secretary of TBK Bank, SSB. Mr. Nelson previously served as Vice President and Chief Compliance Officer of Trinitas Capital Management, LLC, an independent registered investment adviser. In addition, Mr. Nelson previously served as Vice President and Deputy General Counsel of ACE Cash Express, Inc., a financial services retailer. Prior to that, Mr. Nelson was an attorney with the firm of Weil Gotshal & Manges, LLP, where he focused on mergers and acquisitions, management led buyouts and private equity transactions. Mr. Nelson received a bachelorBachelor of artsArts in economics,Economics, magna cum laude, from Baylor University and a Juris Doctorate,cum laude, from Harvard Law School.

Daniel J. KarasservesMelissa Forman-Barenblit has served as ExecutivePresident of TriumphPay since 2022. She joined TriumphPay as Senior Vice President and Chief LendingOperations Officer of TBK Bank, SSB. He joined Triumph in 2012 as Executive Vice President – Asset Based Lending for Triumph Commercial Finance with more than 302019. Ms Forman-Barenblit has over 25 years of experience in all aspectsacross multiple freight technologies companies. Before joining TriumphPay she spent nearly a decade leading sales and strategic partnerships for eCapital, LLC, a leading transportation factor. Ms. Forman-Barenblit holds a Masters of commercial finance. Prior to joining Triumph, Karas served as Executive Vice PresidentBusiness Administration from California State University, Dominquez Hills and Managing Director of Marquette Business Credit, where he led Marquette’s general factoring business as well as marketing for its asset based lending platform. Previously he served with GE Capital/Heller Financial as Managing Director of the Corporate Lending Group, then the Enterprise Client Group and finally Energy Financial Services. He began his career with JPMorgan Chase, formerly Chemical Bank, in New York and gained experience in credit, commercial and leveraged lending prior to opening Bank of America’s (formerly NationsBank) New York ABL office. Mr. Karas is currently a member of the Board of Directors of the Commercial Finance Association. He received his Bachelor of Science in Finance andBusiness Management from Templethe University and his Master of Business Administration from the Stern School of Business at New York University.Phoenix.

 

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CORPORATE GOVERNANCE

Board of Directors Meetings

During 2017,2022, the Board of Directors held eightfour meetings and committees of the Board held a total of 2521 meetings. Each of our directors attended at least 75% of the total meetings of the Board and committees on which he or she served during 2017.2022.

Director Independence

The Board of Directors has determined that with the exception of Aaron P. Graft and Carlos M. Sepulveda, Jr.,Davis Deadman, each of our current directors is an independent director underas defined for purposes of the rules of the NASDAQSecurities and Exchange Commission (“SEC”) and the SEC.listing standards of The Nasdaq Stock Market (“NASDAQ”). For a director to be considered independent, the Board must determine that the director does not have a relationship with the Company that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making this determination, the Board will consider all relevant facts and circumstances, including any transactions or relationships between the director and the Company or its subsidiaries.

Board Committees

Our Board of Directors has established standing committees in connection with the discharge of its responsibilities. These committees include the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee and the Risk Managementand Compliance Committee. Our Board of Directors also may establish such other committees as it deems appropriate, in accordance with applicable law and regulations and our corporate governance documents.

Audit Committee. Our Audit Committee is composed of Michael P. Rafferty (chair)(Chair), Maribess L. Miller, Debra Bradford and C. Todd Sparks. The Board of Directors appointed Mr. Sparks as a member of the Audit Committee on July 11, 2017, filling the vacant member seat left by a former director, Derek R. McClain. The Audit Committee assists the Board of Directors in fulfilling its responsibilities for general oversight of the integrity of our financial statements, compliance with legal and regulatory requirements, the independent auditors’ qualifications and independence, and the performance of our internal audit function and independent auditors, and risk assessment and risk management.auditors. Among other things, the Audit Committee:

 

annually reviews the Audit Committee charter and the committee’s performance;
•

annually reviews the Audit Committee charter and the committee’s performance;

 

appoints, evaluates and determines the compensation of our independent auditors;
•

appoints, evaluates and determines the compensation of our independent auditors;

 

reviews and approves the scope of the annual audit, the audit fee and the financial statements;
•

reviews and approves the scope of the annual audit, the audit fee and the financial statements;

 

reviews disclosure controls and procedures, internal controls, internal audit function and corporate policies with respect to financial information;
•

reviews disclosure controls and procedures, internal controls, internal audit function and corporate policies with respect to financial information;

 

prepares the audit committee report to be included in our proxy statement or annual report filed with the SEC;
•

discuss, review and approve the audit committee report to be included in our proxy statement or annual report filed with the SEC;

 

oversees investigations into complaints concerning financial matters, if any; and
•

oversees investigations into complaints concerning financial matters, if any;

 

reviews other risks that may have a significant impact on our financial statements.
•

reviews other risks that may have a significant impact on our financial statements; and

•

conducts or authorizes investigations into any matters within the Committee’s scope of responsiblity.

The Audit Committee works closely with management as well as our independent auditors. The Audit Committee has the authority to obtain advice and assistance from and receive appropriate funding to engage outside legal, accounting or other advisors as the Audit Committee deems necessary to carry out its duties.

The Audit Committee is composed solely of members who satisfy the applicable independence and other requirements of the SEC and the NASDAQ for Audit Committees and each of whom meet the additional criteria for independence of audit committee members set forth in Rule10A-3(b)(1) under the

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Exchange Act. In addition, at least one member of the Audit Committee shall be a member of the Company’s Risk and Compliance Committee. Each of Mr. Rafferty and Ms. Miller is an “audit committee financial expert” as defined by the SEC. The Audit Committee has adopted a written charter that, among other things, specifies the scope of its rights and responsibilities. The charter is available on our website under the link entitled “Investor Relations – Corporate Governance” atwww.triumphbancorp.comwww.tfin.com. Our Audit Committee met nine times during 2017.2022.

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Compensation Committee. Our Compensation Committee is composed of, Charles A. Anderson (chair)(Chair), Harrison Barnes, Richard Davis, Robert Dobrient, Justin N. Trail and Frederick P. Perpall. The Board of Directors appointed Mr. Anderson as chairman of the Committee on July 11, 2017, filling the vacant chair seat left by Mr. McClain.Carlos Sepulveda. The Compensation Committee is responsible for discharging the Board of Directors’ responsibilities relating to compensation of theour executives and directors.team members.

Among other things, the Compensation Committee:

 

evaluates human resources and compensation strategies;
•

evaluates human resources and compensation strategies;

 

reviews and approves objectives relevant to executive officer compensation;
•

reviews and approves objectives relevant to executive officer compensation;

 

evaluates performance and determines the compensation of the Chief Executive Officer in accordance with those objectives;
•

evaluates performance and determines the compensation of the Chief Executive Officer and our other executive officers in accordance with those objectives;

 

approves any changes tonon-equity based benefit plans involving a material financial commitment;
•

approves any changes to non-equity based benefit plans involving a material financial commitment;

 

to the extent required for us by SEC rules, prepares the compensation committee report to be included in our annual report; and
•

prepares the compensation committee report to be included in our annual report; and

 

evaluates performance in relation to the Compensation Committee charter.
•

evaluates performance in relation to the Compensation Committee charter.

The Compensation Committee is composed solely of members who satisfy the applicable independence requirements of the SEC and the NASDAQ. The Compensation Committee has adopted a written charter that, among other things, specifies the scope of its rights and responsibilities. The charter is available on our website under the link entitled “Investor Relations – Corporate Governance” atwww.triumphbancorp.comwww.tfin.com. Our Compensation Committee met sevenfour times during 2017.2022.

Nominating and Corporate Governance Committee. Our Nominating and Corporate Governance Committee is composed of Maribess L. Miller (chair)(Chair), Charles A. Anderson, Laura Easley and Richard Davis. The Nominating and Corporate Governance Committee is responsible for making recommendations to our Board of Directors regarding candidates for directorships and the size and composition of our Board of Directors. In addition, the Nominating and Corporate Governance Committee is responsible for overseeing our corporate governance guidelines and reporting and making recommendations to our Board of Directors concerning governance matters.

Among other things, the Nominating and Corporate Governance Committee:

 

identifies individuals qualified to be directors consistent with the criteria approved by the Board of Directors and recommends director nominees to the full Board of Directors;
•

identifies individuals qualified to be directors consistent with the criteria approved by the Board of Directors and recommends director nominees to the full Board of Directors;

 

ensures that the Audit and Compensation Committees have the benefit of qualified “independent” directors;
•

ensures that the Audit and Compensation Committees have the benefit of qualified “independent” directors;

 

makes recommendations to the Board of Directors regarding the compensation of directors of the Company;
•

reviews and approves any related party transactions in accordance with our related party transaction policy;

 

oversees management continuity planning;
•

makes recommendations to the Board of Directors regarding the compensation of directors of the Company;

 

leads the Board of Directors in its annual performance review; and
•

oversees management continuity planning;

 

•

leads the Board of Directors in its annual performance review; and

•

takes a leadership role in shaping the corporate governance of our organization.

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takes a leadership role in shaping the corporate governance of our organization.

The Nominating and Corporate Governance Committee is composed solely of members who satisfy the applicable independence requirements of the SEC and the NASDAQ. The written charter for our Nominating and Corporate Governance Committee is available on our website under the link entitled “Investor Relations – Corporate Governance” atwww.triumphbancorp.comwww.tfin.com. Our Nominating and Corporate Governance Committee met fivefour times during 2017.2022.

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Risk Managementand Compliance Committee. Our Risk Managementand Compliance Committee is composed of Douglas M. Kratz (chair)Laura Easley (Chair), Aaron P. Graft, Robert Dobrient,Debra Bradford, Davis Deadman, and Michael P. Rafferty. The Risk Management Committee is responsible for assisting the Board of Directors in the assessment of risk across the Company and its subsidiaries.

Among other things, the Risk Managementand Compliance Committee:

 

reviews and implements the Company’s enterprise risk assessment program as set forth in its enterprise risk management policy as in place from time to time as adopted by our Board of Directors;
•

reviews and implements the Company’s enterprise risk assessment program as set forth in its enterprise risk management policy as in place from time to time as adopted by our Board of Directors;

 

reviews and recommends changes to the Company’s enterprise risk management policy to our Board of Directors; and
•

reviews and recommends changes to the Company’s enterprise risk management policy to our Board of Directors;

 

provides updates to our Board of Directors regarding its review of the risks facing the Company and its subsidiaries and its discussions with management on such risks and the steps being taken to mitigate such risks.
•

provides oversight of the Company’s information technology infrastructure and security;

•

provides oversight of the Company’s regulatory compliance; and

•

provides updates to our Board of Directors regarding its review of the risks facing the Company and its subsidiaries and its discussions with management on such risks and the steps being taken to mitigate such risks.

The Risk Managementand Compliance Committee is composed of a majority of members who satisfy the applicable independence requirements of the SEC and the NASDAQ. In addition, at least one member of the Risk Managementand Compliance Committee shall be a member of the Company’s Audit Committee. The written charter for our Risk Managementand Compliance Committee is available on our website under the link entitled “Investor Relations – Corporate Governance” atwww.triumphbancorp.comwww.tfin.com. Our Risk Management Committee met four times during 2017.2022.

Code of Business Conduct and Ethics and Code of Ethics for Senior Financial Officers

Our Board of Directors has adopted a code of business conduct and ethics (our “Code of Ethics”) that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions. The Code of Ethics and supplemental code of ethics for CEO and senior financial officers is available upon written request to the Corporate Secretary, Triumph Bancorp,Financial, Inc., 12700 Park Central Drive, Suite 1700, Dallas, Texas 75251. If we amend or grant any waiver of a provision of our Code of Ethics that applies to our executive officers, we will publicly disclose such amendment or waiver on our website and as required by applicable law, including by filing a Current Report on Form8-K.

Board Leadership Structure and Risk Oversight

Different individuals serve as our Chief Executive Officer and Chairman because our Board of Directors has determined that the separation of these offices enhances our Board of Directors’ independence and oversight. Moreover, the separation of these roles allows our Chief Executive Officer to better focus on his growing responsibilities of running the Company, enhancing stockholder value and expanding and strengthening the Company’s franchise while allowing the Chairman to lead our Board of Directors in its fundamental role of providing advice to and independent oversight of management. Consistent with this determination, Carlos M. Sepulveda, Jr., serves as Chairman of our Board of Directors, and Aaron P. Graft serves as our Chief Executive Officer and President. Carlos M. Sepulveda, Jr. was previously our Executive Director, but ceased holding an executive role effective December 31, 2015. We anticipate that Mr. Sepulveda will qualify as an independent director beginning January 1, 2019.

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Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including credit, interest rate, liquidity, operational, strategic and reputation risks. Management is responsible for theday-to-day management of risks the Company faces, while the Board of Directors, as a whole and through its committees, including its Risk Managementand Compliance Committee, has responsibility for the oversight of risk management. In its risk oversight role, the Board of Directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. The Chairman of the Board of Directors and independent members of the Board of Directors work together to provide strong, independent oversight of the Company’s management and affairs through its standing committees and, when necessary, special meetings of independent directors.

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Compensation Committee Interlocks and Insider Participation

No members of our Compensation Committee are or have been an officer or employee of Triumph or any of our subsidiaries. In addition, nonesubsidiaries with the exception of our Chairman, Carlos Sepulveda, Jr. who previously served as Executive Chairman of the Company (service in such role ending in 2015) and who has subsequently been determined by our Board to be an independent director under the rules of the SEC and listing standards of NASDAQ. None of our executive officers serves or has served as a member of the Board of Directors, compensation committeeCompensation Committee or other board committee performing equivalent functions of any entity that has one or more executive officers serving as one of our directors or on our Compensation Committee.

Nomination of Directors

With respect to directors not nominated by Triumph, the Board of Directors identifies nominees by first evaluating the current members of the Board of Directors willing to continue in service. Current members of the Board of Directors with skills and experience that are relevant to our business and who are willing to continue in service are considered forre-nomination. If any member of the Board of Directors does not wish to continue in service or if the Board of Directors decides not tore-nominate a member forre-election, the Board of Directors then identifies the desired skills and experience of a new nominee in light of the criteria below. Current members of the Board of Directors are polled for suggestions as to individuals meeting the criteria below. The Board of Directors may also engage in research to identify qualified individuals. In evaluating a director nominee, the Board of Directors considers the following factors:

 

the appropriate size of our Board of Directors;
•

the appropriate size of our Board of Directors;

 

our needs with respect to the particular talents and experience of our directors;
•

our needs with respect to the particular talents and experience of our directors;

 

the nominee’s knowledge, skills and experience, including experience in finance, administration or public service, in light of prevailing business conditions and the knowledge, skills and experience already possessed by other members of the Board of Directors;
•

the nominee’s knowledge, skills and experience, including experience in finance, administration or public service, in light of prevailing business conditions and the knowledge, skills and experience already possessed by other members of the Board of Directors;

 

whether the nominee is independent, as that term is defined under the NASDAQ listing standards;
•

whether the nominee is independent, as that term is defined under the NASDAQ listing standards;

 

the familiarity of the nominee with our industry;
•

the familiarity of the nominee with our industry;

 

the nominee’s experience with accounting rules and practices; and
•

the nominee’s experience with accounting rules and practices; and

 

the desire to balance the benefit of continuity with the periodic injection of the fresh perspective provided by new Board of Directors members.
•

the desire to balance the benefit of continuity with the periodic injection of the fresh perspective provided by new Board of Directors members.

Our goal is to assemble a Board of Directors that brings together a variety of perspectives and skills derived from high quality business and professional experience. In doing so, the Board of Directors will also consider candidates with appropriatenon-business backgrounds.

Other than the foregoing, there are no stated minimum criteria for director nominees. The Board of Directors may also consider such other factors as it may deem in our best interests and the best interests of our stockholders. We also believe it may be appropriate for key members of our management to participate as members of the Board of Directors.

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Stockholders may nominate directors for election to the Board of Directors. In order to nominate a director for election to the Board of Directors, stockholders must follow the procedures set forth in our Bylaws, including timely receipt by the Secretary of Triumph of notice of the nomination and certain required disclosures with respect both to the nominating stockholder and the recommended director nominee.

Directors may currently be elected by a majority of votes cast (in uncontested elections) or a plurality of votes (in contested elections) at any meeting called for the election of directors at which a quorum is present. The presence of a majority of the holders of our Common Stock, whether in person or by proxy, constitutes a quorum. The Board of Directors did not receive any recommendations from stockholders requesting that the Board of Directors consider a candidate for inclusion among the nominees in our Proxy Statement for this Annual Meeting. The absence of such a recommendation does not mean, however, that a recommendation would not have been considered had one been received.

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Stockholder Communications with the Board of Directors

Every effort is made to ensure that the Board of Directors or individual directors, as applicable, hear the views of stockholders and that appropriate responses are provided to stockholders in a timely manner. Any matter intended for the Board of Directors, or for any individual member or members of the Board of Directors, should be directed to Adam D. Nelson, our General Counsel, with a request to forward the matter to the intended recipient. All such communications will be forwarded unopened.

Director Attendance at Annual Meeting of Stockholders

We encourage all incumbent directors, as well as all nominees for election as director, to attend the Annual Meeting of Stockholders, although we recognize that conflicts may occasionally arise that will prevent a director from attending an annual meeting. TenEach of our eleventen then serving directors attended our 20172022 annual meeting.

Hedging Policy and Pledging Restrictions

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DIRECTOR AND EXECUTIVE OFFICER COMPENSATION

We are an “emerging growth company,” as defineddo not permit our directors or executive officers to engage in transactions that hedge such director’s or executive officer’s economic risk of owning shares of our common stock. Thus, our directors and executive officers may not engage in hedging transactions in the JumpstartCompany’s shares such as puts, calls, prepaid variable forwards, equity swaps, collars and other derivative securities on an exchange or in any other organized market. Our Business Startups Actdirectors and executive officers also may not engage in short sales of 2012, or the JOBS Act. As such, we are eligible to take advantageCompany’s shares, meaning sales of certain exemptions from various reporting requirements applicable to other public companiesshares that are not emerging growth companies. These include, but are not limited to, reduced narrative and tabular disclosure obligations regarding executive compensation. Our management and Boardowned at the time of Directors appreciate the desire of our stockholders to understand our executive compensation programs.sale. In addition, to our narrative and tabular disclosure which is intended to comply with the requirements applicable to emerging growth companies, we have elected to include further narrative disclosure to provide stockholders with context on our executive compensation program and to include disclosure in our tables for five namedCompany does not permit shares pledged by senior executive officers thoughand directors to be applied toward stock ownership guidelines, and limits pledging to pre-approved exceptions where the executive officer or director can clearly demonstrate the financial ability to repay the loan without resorting to the pledged securities.

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2023 Proxy Statement      19

COMPENSATION DISCUSSION AND ANALYSIS

In this section we are only required to identify three, in order to give stockholders a broader view ofdiscuss and analyze the compensation of our most senior executives.

Our named executive officers (“NEOs”) forincluding our Chief Executive Officer, the fiscal year ended December 31, 2017, consist of our principal executive officer, principal financial officerChief Financial Officer and the three other most highly compensated executive officers: (i) Aaron P. Graft, Director, Vice Chairman, Chief officers. This discussion and analysis also includes a description of our compensation practices and philosophy, our decision making process for compensation matters, and the material factors impacting our compensation decisions for 2022 compensation.

Executive OfficerSummary

2022 Financial Performance

During 2022, the Company delivered strong financial results and President; (ii) R. Bryce Fowler, Executive Vice President, Chief Financial Officermade continued progress in achieving its key strategic goals in the face of headwinds, both in the general macroeconomic environment as well as in the transportation sector that is the focus of a substantial portion of its activity and Treasurer; (iii) Gail Lehmann, Executive Vice Presidenta key element of growth strategy. These headwinds were characterized by a rising interest rate environment as the U.S. Federal Open Market Committee sought to reduce inflation and Secretary; (iv) Adam D. Nelson, Executive Vice Presidentslow overall economic activity. In the transportation sector, and General Counsel;especially for the over-the-road trucking market in the United States, this translated into a reduced volume of goods being transported and (v) Daniel J. Karas, Executive Vice President, Chief Lending Officerlower invoice prices. These pressures caused the shippers, carriers and freight brokers that operate in this sector to re-calibrate to this new economic environment. As a result, the Company experienced the unwinding of TBK Bank, SSB.these historically strong conditions in the national post-pandemic supply chain and freight market that had led to unusually high demand and invoice prices in recent years.

2017 Summary Compensation TableNotwithstanding these challenges, the Company remained committed to the strategic focus on its TriumphPay payments segment, specifically the development and monetization of a payments network for the for-hire trucking ecosystem in the United States connecting third party logistics companies, or 3PLs (“Brokers”), the manufacturers and other businesses that contract directly for the shipment of goods (“Shippers”), the trucking companies that haul freight for such Brokers and Shippers (“Carriers”), and the factoring companies that provide working capital to Carriers (“Factors”). In connection therewith, it made significant progress towards its goals of achieving growth in adoption and usage of the platform as well as in the establishment and expansion of network transactions (i.e. those automated payments made between a network client Broker and a network client Factor) using integrated and structured data that will drive future revenues for the platform in 2023 and beyond.    

The following summary compensation table provides information regardingCompany’s factoring and banking segments each contributed to the compensation of our NEOsyear’s financial success for our fiscal years ended December 31, 2017, 2016the enterprise. Despite the economic headwinds discussed above, the factoring segment delivered top tier financial results, including a 20% increase in the pretax contribution from the factoring segment compared to 2021. The banking segment responded to the rising interest rate environment by controlling total deposit costs as loan yields expanded and 2015.maintained outstanding credit quality as the macroeconomic environment shifted.

The Company’s key financial and strategic achievements for the year included:

Name and Principal Position

 Year  Salary
($)(1)		  Bonus
($)(2)		  Stock
Awards
($)(3)		  Option
Awards
($)(3)		  Non-Equity
Incentive Plan
Compensation
($)		  All Other
Compensation
($)(4)		  Total
($)		 

Aaron P. Graft,

  2017   460,000   —     103,509   103,500   352,157   25,893   1,045,059 

Director, Vice Chairman,

  2016   427,500   —     96,188   96,185   201,902   24,580   846,355 

CEO & President

  2015   385,000   385,000   89,290   —     —     67,080   926,370 

R. Bryce Fowler,

  2017   292,500   —     58,488   58,496   201,533   10,800   621,817 

Executive Vice President,

  2016   292,500   —     58,497   58,499   117,776   10,600   537,872 

CFO & Treasurer

  2015   275,000   275,000   49,491   —     —     27,583   627,074 

Gail Lehmann,

  2017   255,000   —     44,634   44,621   156.174   10,800   511,229 

Executive Vice President

  2016   240,000   —     42,008   42,000   97,447   10,600   432,055 

& Secretary

  2015   240,000   181,000   35,991   —     —     10,600   467,591 

Adam D. Nelson,

  2017   250,000   —     43,756   43,750   153,112   —     490,618 

Executive Vice President

  2016   235,000   —     61,687   61,683   93,398   —     451,768 

& General Counsel

  2015   235,000   152,750   16,443   —     —     7,050   411,243 

Daniel J. Karas,

  2017   250,000   —     43,756   43,750   117,778   1,200   456,484 

Executive Vice President

  2016   250,000   —     68,749   68,747   78,083   4,340   469,919 

Chief Lending Officer

  2015   230,000   92,000   31,036   —     —     6,899   359,935 

 

(1)Reflects actual base compensation paid during the applicable fiscal year.
(2)•Reflects a discretionary cash bonus earned for the 2015 fiscal year.
(3)Reflects the full grant date value

Net income available to common stockholders of restricted stock or stock option awards granted to each of our NEOs computed in accordance with ASC 718. Generally, the full grant date fair value is the amount we will expense in our financial statements over an award’s vesting period as further described in Note 19 to our Annual Report on Form10-K for the Fiscal Year ended December 31, 2017, filed with the SEC on February 13, 2018. The values of restricted stock awards presented for our fiscal year ended December 31, 2017 are based on a fair market value of $25.80$99.1 million and diluted earnings per common share of our Common Stock for grants made on April 1, 2017, which was$3.96 despite the closing priceimpact of our Common Stock ontrends in the NASDAQ Global Select Marketmacroeconomy as of such date. The values of option awards presented for our fiscal year ended December 31, 2017 are based on a Black-Scholes valuation of $8.71 per option share for grants made on April 1, 2017.

(4)Includeswhole and the following amounts paid to or on behalf of the NEOs during the applicable fiscal year.transportation industry in particular as discussed above;

 

•

Performance of over $1 billion in network transactions on the TriumphPay platform from the date the first such transaction was performed on January 11, 2022 through January 10, 2023;

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•

Growth in the overall transactional volume on the TriumphPay network, as total invoices processed increased from 13.5 million in 2021 to 17.7 million in 2022, an increase of 31%, and total payment volume increased from $15.2 billion in 2021 to $23.3 billion in 2022, an increase of 53.4%;

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•

$129.9 million in pre-tax net income in the Company’s factoring segment, which increased its total invoices purchased to approximately 6.6 million, compared to approximately 5.8 million in 2021;

•

Success in controlling the Company’s costs of deposits notwithstanding the rising interest rate environment, as the Company’s total cost of deposits was 0.22% for 2022 compared to 0.20% for 2021; and

The following table shows all amounts included in

•

Maintenance of outstanding credit quality, as non-performing assets to total average assets was 1.02% as of December 31, 2022, and net charge-offs as a percentage of total loans for the 2022 fiscal year was 0.14%;

Set forth below is a calculation and line graph presentation comparing the “All Other Compensation” columncumulative total shareholder return on the Company’s common stock, on a dividend reinvested basis, against the cumulative return of the NASDAQ Bank Index, the KBW Bank Index, the SPDR S&P Regional Banking EFT and the NASDAQ Global Select Indices for the period from December 31, 2019 to December 31, 2022. Our total stockholder return over this period outperformed each named executive officer in 2017:

2017 All Other Compensation Tableof the indices.

 

Name

  TBK Bank, SSB
Contribution to Defined
Contribution Plan
($)		   Car
Allowance
($)		   Club
Memberships
($)		   Total
($)		 

Aaron P. Graft

   10,800    6,000    9,093    25,893 

R. Bryce Fowler

   10,800    —      —      10,800 

Gail Lehmann

   10,800    —      —      10,800 

Adam D. Nelson

   —      —      —      —   

Daniel J. Karas

   1,200    —      —      1,200 
   

Cumulative Total

Shareholder Return

 
   2020  2021  2022 

Triumph Financial, Inc.

   27.70%   213.20%   28.50% 

NASDAQ Bank Index (CBNK)

   (7.50)%   32.20%   10.70% 

KBW Bank Index (BKX)

   (10.30)%   24.10%   (2.50)% 

SPDR S&P Regional Banking ETF (KRE)

   (7.30)%   29.10%   9.60% 

NASDAQ Global Select Market (NQGS)

   44.50%   79.10%   21.80% 

 

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2023 Proxy Statement      21

Outstanding Equity Awards at FiscalYear-End for 2017Named Executive Officers

The following table sets forth all unexercised stock options and unvested restricted stock awarded to our named executive officers by the Company that were outstandingOur NEOs as of December 31, 2017.2022 are as set forth below.

  Option Awards  Stock Awards 

Name

(a)

 Number of
Securities
Underlying
Unexercised
Options
(#) Exercisable
(b)		  Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
(c)		  Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)(d)		  Option
Exercise
Price
($)(e)		  Option
Expiration
Date(f)		  Number of
Shares or
Units of
Stock
That Have
Not
Vested
(#)(g)(1)		  Market
Value of
Shares
or Units
of Stock
That
Have
Not
Vested
($)(h)(2)		 

Aaron P. Graft

  4,108   12,326(3)   —    $15.87   4/1/2026   —     —   
Director, Vice Chairman, CEO & President  —     11,883(4)   —    $25.80   4/1/2027   —     —   
  —     —     —     —     —     2,206(5)  $69,489 
  —     —     —     —     —     4,546(6)  $143,199 
  —     —     —     —     —     4,012(7)  $126,378 

R. Bryce Fowler

  2,498   7,497(3)   —    $15.87   4/1/2026   —     —   

Executive Vice President, CFO & Treasurer

  —     6,716(4)   —    $25.80   4/1/2027   —     —   
  —     —     —     —     —     1,222(5)  $38,493 
  —     —     —     —     —     2,764(6)  $87,066 
  —     —     —     —     —     2,267(7)  $71,411 

Gail Lehmann

  1,794   5,382(3)   —    $15.87   4/1/2026   —     —   

Executive Vice President, CFO & Secretary

  —     5,123(4)   —    $25.80   4/1/2027   —     —   
  —     —     —     —     —     890(5)  $28,035 
  —     —     —     —     —     1,985(6)  $62,528 
  —     —     —     —     —     1,730(7)  $54,495 

Adam D. Nelson

  2,634   7,905(3)   —    $15.87   4/1/2026   —     —   

Executive Vice President & General Counsel

  —     5,023(4)   —    $25.80   4/1/2027   —     —   
  —     —     —     —     —     406(5)  $12,789 
  —     —     —     —     —     2,915(6)  $91,823 
  —     —     —     —     —     1,696(7)  $53,424 

Daniel J. Karas

  2,936   8,810(3)   —    $15.87   4/1/2026   —     —   

Executive Vice President, Chief Lending Officer

  —     5,023(4)   —    $25.80   4/1/2027   —     —   
  —     —     —     —     —     767(5)  $24, 161 
  —     —     —     —     —     3,249(6)  $102,344 
  —     —     —     —     —     1,696(7)  $53,424 

 

(1)Vesting of all such shares of restricted stock may be accelerated upon termination of employment for death or disability, or upon a change of control (as defined in our 2014 Omnibus Incentive Plan).
(2)The market values for the outstanding stock awards presented as of December 31, 2017, are based on the closing price of our Common Stock of $31.50 per share on December 29, 2017 (the last trading day prior to December 31, 2017).
(3)

Name

Stock option vests at the rate of 25% per year –one-fourth of each indicated award vested on April 1, 2017; the balanceAgePosition

Aaron P. Graft

45Vice Chairman, Chief Executive Officer and President of the award will vest on April 1, 2018, 2019Company Vice Chairman, Chief Executive Officer of TBK Bank, SSB

W. Bradley Voss

47Executive Vice President and 2020.
(4)Stock option vests at the rate of 25% per year –one-fourth of each indicated award will vest on April 1, 2018, April 1, 2019, April 1, 2020 and April 1, 2021.
(5)Restricted stock award vests at the rate of 33% per year –one-third of each indicated award vested on April 1, 2016 and 2017; the remainingone-third will vest on April 1, 2018.
(6)Restricted stock award vests at the rate of 25% per year –one-fourth of each indicated award vested on April 1, 2017; the balanceChief Financial Officer of the award will vest in equal installments on April 1, 2018, 2019Company and 2020.TBK Bank, SSB
(7)Restricted stock award vests at

Edward J. Schreyer

56Executive Vice President, Chief Operating Offer of the rateCompany and TBK Bank, SSB

Gail Lehmann

65Executive Vice President, Chief Regulatory and Governance Officer and Secretary of 25% per year –one-fourth of each indicated award will vest on April 1, 2018, April 1, 2019, April 1, 2020the Company and April 1, 2021.TBK Bank, SSB

Todd Ritterbusch

54President, TBK Bank, SSB

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Equity Compensation Plan Information

The following table provides certain information with respect to allIn addition, Geoffrey P. Brenner, the former Chief Executive Officer of our equityfactoring subsidiary, Triumph Financial Services LLC, had compensation plans in effect2022 such that Mr. Brenner would have been one of our NEOs as of December 31, 2017.2022 but for the fact that Mr. Brenner’s employment with the Company terminated in December 2022. Mr. Brenner’s compensation is separately discussed below under “2022 Compensation of Former Officer – 2022 Compensation of Mr. Brenner.”

Compensation Design Principles and Governance Best Practices

Our compensation programs incorporate best practices, including the following:

 

Plan Category

  Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights		   Weighted-average exercise
price of outstanding options,
warrants and rights		   Number of securities
remaining available for
future issuance under
equity compensation  plans
(excluding securities
reflected in column (a))		 
   (a)   (b)   (c) 

Equity compensation plans
approved by security holders

   185,328   $18.97    422,001 

Equity compensation plans not approved by security holders

   —      —      —   
  

 

 

   

 

 

   

 

 

 

Total

   185,328   $18.97    422,001 
  

 

 

   

 

 

   

 

 

 
WHAT WE DO

WHAT WE DON’T DO

»Align pay and performance

»Design incentive programs to mitigate undue risks

»Include caps on all incentives

»Maintain a clawback policy for incentive compensation

»Require ownership through Stock Ownership Guidelines

»Include “Double Trigger” change in control provisions in NEO employment agreements and equity award agreements

»Retain an independent compensation consultant

»Annually conduct a competitive benchmarking analysis of executive compensation

»No tax gross-ups related to change in control

»Hedging of company securities by Executive Officers and Directors is prohibited

»No excessive perquisites

»No stock option repricing without stockholder approval

Narrative Discussion of Summary Compensation TableSay on Pay/Say on Frequency

Overview

We compensateThe Company has determined to hold stockholder advisory votes on our NEOs through a mix of base salary, cash incentive bonuses, equity awards made under our 2014 Omnibus Incentive Plan, and other benefits. In designing and approving ourexecutive compensation plans for our NEOs, we seek to provide such individuals with total annual compensation that is both reasonable and competitive within our markets, appropriately reflects our performance and(i.e. the executive’s particular contributions to that performance, and that takes into account applicable regulatory guidelines and practices.

Our NEOs receive incentive compensation through participation in (i)“say on pay” vote) on an annual incentive program implementedbasis, as part of our Senior Executive Incentive Plan thatwe believe holding this vote annually provides an effective way to obtain current information on stockholder sentiment about the Company executive compensation program. Additionally, while the say on pay vote is a formal means for soliciting stockholder feedback, the Company welcomes the opportunity to receive an annual cash incentive award that will be determined by reference to Company performance metrics achieved during the fiscal year as approvedengage with stockholders at any time.

Executive Compensation Objectives and determined by the Compensation Committee,Policies

Below we summarize our compensation philosophy and (ii) a long-term incentive program that provides annual stock awards under our 2014 Omnibus Incentive Plan, consisting ofone-half stock options andone-half restricted stock, each with a four year vesting schedule, designed to align our executives’ incentives with the Company’s long-term growth and performance. We believe our long-term incentive program, and the separation of the grants of equity awards from cash awards tied to annual performance metrics, mitigates potential excessive risk taking, as a substantial portion of the total compensation for our leaders will be independent ofyear-to-year performance and realizable only through the creation of long-term value.

During 2017, Meridian Compensation Partners, LLC (“Meridian”) acted as an independent consultant to our Compensation Committee, to assist the Committee with the implementation of the compensation programs set forth above. In connection therewith, Meridian (i) conducted a review of the marketplace trends and best practices relating to competitive pay levels and program design, (ii) assisted the Compensation Committee with the identification and approval of an appropriate peer group against which to benchmark its compensation practices, and (iii) advised the Compensation Committee with respect to the implementation of both our annual incentive program and long-term incentive program during the year.

Base Salary

We provide our NEOs with base salaries to compensate them for services rendered during the fiscal year and which reflect each NEO’s position, specific skills, tenure, experience, responsibilities and performance. Base salaries of our NEOs have historically been reviewed and set annually by the Compensation Committee as part of the Company’s annual performance review processguiding principles as well as uponour decision process and the promotionoutcomes of anthat process. Our executive officer or other change in job responsibility. In the fall of 2016, the Compensation Committee engaged Meridiancompensation programs are designed to conduct aenable

 

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benchmark study of its compensation (base salaries, annual incentives, equity incentivesthe Company to attract, motivate and total compensation) as compared toretain talent needed for the Company’s peer group. The Compensation Committee’s philosophy is to target base salaries at market median with variation reflective of each executive’s unique role and performance. As part of its determination process, the Committee solicits the recommendations of Mr. Graft as to NEOs other than himself. In determining the base salary relative to the peer groupsuccess, reward executives for Mr. Fowler, the Compensation Committee considered Mr. Fowler’s role as President of TBK Bank, SSB in addition to his roles of Chief Financial Officer for each of TBK Bank, SSB and the Company. The Committee approved base salary increases for three of the NEOs based on the market study.

Annual Incentive Program

The Company pays cash incentive payments to our NEOs based on the achievement of annual performance, goals under its annual incentive program. As part of this program, the Committee approved a target bonus for each of our NEOs for 2017 as a percentage of his or her base salary. These percentages for 2017 were 50% for Mr. Graft, 45% for Mr. Fowler and 40% for each of Ms. Lehmann, Mr. Nelson and Mr. Karas. Each NEO was eligible to receive between 0% and 150% of the target bonus, with the applicable percentage determined based on the actual level of achievement of such performance goals. Payment of 2017 annual incentive program payments was based on achievement of performance goals relating to return on assets,non-performing assets to total assets and net charge offs to total loans. In addition, the Compensation Committee retains the flexibility to vary the total calculated incentive payment for eachalign executive by 30% upwards or downwards to take into account individual performance or unique circumstances. The Company believes this compensation framework more directly incentivizes the performance of our NEOs with respect to the achievement of the goals that have been determined by the Compensation Committee to be most impactful to the overall financial performance of the Company. Following its review of the Company’s performance against the applicable performance goals for the year, the Compensation Committee approved an annual incentive payment for each NEO as set forth in the Summary Compensation Table above under“Non-Equity Incentive Plan Compensation” in accordance with the terms and provisions of the annual incentive program.

Equity Awards

We make equity grants to our executives under a long-term incentive program pursuant to which the grant date value of each executive’s annual grants is defined as a target percentage of the executive’s base salary. These target percentages for 2017 were 45% for Mr. Graft, 40% for Mr. Fowler and 35% for each of Ms. Lehmann, Mr. Nelson and Mr. Karas. The grant date value of each NEO’s awards may be adjusted 30% upwards or downwards for any grant year by the Compensation Committee to account for unique situations or individual circumstances related to the particular executive. In 2017 such grants were made one half in restricted stock and one half in stock options, each vesting one fourth each year on each of the first four anniversaries of the date of grant, generally subject to the NEO’s continued employment through each such anniversary. The Company believes that a meaningful portion of the total compensation for each NEO should be represented bypay-for-performance compensation, in particular long-term performance compensation achieved through equity appreciation at the Company, in order to align the interests of our NEOs with those of our stockholders, provide competitive compensation and incentivize long-term value creation.ensure a balanced approach that promotes sound risk management practices.

Perquisites and Other CompensationWe plan to achieve these objectives through the following guiding principles.

 Compensation PrinciplesHow we achieve these principles

 Market Competitive

»  Competitive base pay ranges are designed to target market median with flexibility to recognize individual performance, experience and contribution.

»  Total compensation is targeted to market median for achieving median performance. Actual total compensation varies as appropriate to reflect individual and Company performance.

»  Market is defined using a combination of published industry survey sources (representing similar size and scope) and proxy peer groups of both (i) publicly-traded banks similar in size and asset types and (ii) fintech peers in industries that align with the Company’s growing presence as a payments network for the transportation industry, which are reviewed annually.

 Performance-Based

»  Annual cash incentive opportunities under our Annual Incentive Program (“AIP”) tied to performance under financial metrics that align with key strategic objectives including overall financial returns (Earnings Per Share), progress on key strategic initiatives, including (i) end of year annualized payment volume and (ii) on-boarded factor integration market share for the Company’s TriumphPay payments platform, as well as execution for each executive on individual performance objectives.

»  Equity compensation awards to our NEO’s under our long-term incentive program (“LTIP”) consisting of 50% performance-based restricted stock units based on the Company’s relative total stockholder return against two peer groups (one banking and fintech), 25% time vested restricted stock units and 25% time vested stock options.

 Culture of Ownership

»  Stock ownership guidelines encourage significant ownership by directors and executive officers.

 Long-Term Focus

»  Long-term equity compensation and vesting requirements align rewards with time horizon of potential risk.

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2023 Proxy Statement      23

The Company provides perquisites totable below summarizes the purpose/objective of each compensation component used in our NEOs that we believe are reasonable,2022 program.

 Compensation ComponentPurpose/Objective

 Base Salary

»  Provides a competitive level of fixed income based on role; targets market median.

 Annual Incentive Program

»  Motivates and rewards executives for performance of key objectives in support of our overall strategic plan;

»  Includes both financial goals and goals tied to strategic progress in the Company’s transportation and payments businesses; and

»  Rewards vary based on performance (higher performance will result in above market median pay; lower performance will result in below market median pay).

 Equity Awards/

 Long-Term Incentive Program

»  Aligns executive interests with stockholders through equity based compensation;

»  Rewards long-term stockholder value creation; and

»  Multiple year vesting encourages retention.

 Other Benefits

»  Provides a base level of competitive benefits consistent with similarly situated executive talent.

 Employment Agreements

»  Provides employment security to key executives; and

»  Focuses executives on transactions in best interest of stockholders, regardless of impact such transactions may have on the executive’s employment.

Role of Compensation Committee Management and consistent with the Company’s overall compensation philosophy. In 2017, these perquisites consisted of a car allowance and country club dues for Mr. Graft. Our NEOs were also eligible for a 401(k) employer match on the same terms as all other employeesCompensation Consultant

Role of the Company.

TheCompensation Committee reviews the perquisites provided to its NEOs on a regular basis to evaluate whether they continue to be appropriate in light of the Committee’s overall goal of designing a competitive compensation

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program for NEOs that is aligned with the interests of our stockholders. Attributed costs perquisites and 401(k) employer matching contributions for our NEOs for the fiscal year ended December 31, 2017, 2016 and 2015 are included in the “All Other Compensation” column of the 2017 Summary Compensation Table above.

Compensation Procedures

Role of Management

The Compensation Committee madeis responsible for discharging the Board’s duties in executive compensation matters and for administering the Company’s annual incentive and equity-based plans. This includes oversight of the total compensation programs of the Company’s CEO and other executive officers, including our NEOs. The Compensation Committee reviews all 2017 compensation decisionscomponents and performance for the Company’s Chief Executive Officer and other executive officers, including base salary, annual short-term incentives, long-term incentives (equity), benefits and other perquisites. In addition to reviewing competitive market values, the Compensation Committee examines the total compensation mix, pay-for-performance relationship and alignment with our compensation philosophy. The Committee also reviews the employment agreements for our NEOs. As part of its decision making process, the committee seeks information as appropriateCommittee makes decisions regarding the Chief Executive Officer and other executive officers’ compensation, input and data from management (e.g.and outside advisors are provided for external reference and perspective. While the Company’s CEO, CFO, legal and human resources departments). Mr. Graft annually reviewsChief Executive Officer makes recommendations on other executive officers’ compensation, the performance of eachCommittee is ultimately responsible for approving compensation for all executive officers. The Committee meets regularly in executive session without management.

Role of the Company’s and its subsidiaries’ executive officers (other than himself). The conclusions reached and the compensation recommendations based on these reviews, including with respect to salary adjustments and bonuses, were presented to the Compensation Committee. The Compensation Committee exercised its discretion in modifying any recommended adjustment or award. Mr. Graft’s performance is reviewed by the Compensation Committee and the Compensation Committee makes compensation decisions with respect to Mr. Graft taking into account such review.

Compensation Committee Process

During 2017, the Compensation Committee reviewed both the Company’s compensation philosophy and the actual compensation being paid to executives. The Compensation Committee met, including in executive sessions without any members of management present, to discuss, evaluate and set executive officer compensation. In setting compensation for each of the NEOs, the Compensation Committee focused on the total compensation received by each NEO, as well as the allocation of each element of compensation in relation to those provided by its peer companies identified below. The Compensation Committee acted pursuant to a written charter that had been approved by our Board.

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Compensation ConsultantsConsultant

The Compensation Committee has the sole authority to retain and dismiss its own outside compensation consultants and any other advisors it deems necessary. In 2022, the Compensation Committee engaged Meridian Compensation Partners LLC (“Meridian”) as its outside compensation consultant. The role of a compensation consultant is to assist the Compensation Committee in analyzing executive compensation packages and to provide the Compensation Committee with information regarding market compensation levels, general compensation trends and best practices. The consultant also provides advice regarding the competitiveness of specific pay decisions and actions for our NEOs, as well as the appropriateness of the design of the Company’s executive compensation programs. In 2017,Meridian also advised the Compensation Committee retained Meridian, which it first engaged in 2015, to continue to review and advise on its executive compensation practices, assist in the review and updating of the Company’s peer group against which to benchmark the Company’s compensation, and to advise on the implementation of the Company’s annual incentive program and long-term incentive

24      2023 Proxy Statement

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program for 2017.2022. Meridian attended meetings of the Compensation Committee, including executive sessions, upon invitation. Meridian did not provide any other services to the Company. The Compensation Committee has assessed the independence of Meridian pursuant to the rules of the SEC and concluded that Meridian’s work for the Compensation Committee did not raise any conflicts of interest.

Role of Management

The Compensation Committee made all 2022 compensation decisions for our NEOs. As part of its decision making process, the Committee seeks information as appropriate from management (e.g. the Company’s CEO, CFO, legal and human resources departments). The Chief Executive Officer annually reviews the performance of each of the Company’s and its subsidiaries’ executive officers (other than himself). The conclusions reached and the compensation recommendations based on these reviews, including with respect to salary adjustments and bonuses, were presented to the Compensation Committee. The Compensation Committee exercised its discretion in modifying any recommended adjustment or award. The Chief Executive Officer’s performance is reviewed by the Compensation Committee and the Compensation Committee makes compensation decisions with respect to the Chief Executive Officer taking into account such review.

Peer Group Analysisand Competitive Benchmarking

The Committee made its determinations as to the compensation for its NEOs in 2017,2022, including base salary level and annual and long-term incentives,incentive targets as a percentage of base salary, by analyzing the Company’s practices in comparison to an adoptedapproved banking and fintech peer groups. The Committee believes that the use of the two peer groups best represents both the Company’s banking operations as well as its growing transportation payments platform. The Committee did not set a specific weighting for the use of either group which it approved. but reviewed both data sets against the responsibility of the applicable executive.

Banking Peer Group

In identifying and constructing a competitive banking peer group, the Committee, based on recommendations from Meridian, took into consideration asset size as the primary selection criteria. In order to reflect our unique business model, the peer group was further filtered to include companies with the highest percentage of Commercial and Industrial (“C&I&I”) loans to arrive at a reasonable size (i.e. 20 banks). The Company also considered its acquisition strategy and relative growth rate when evaluating its size against the median of itsThis compensation peer group. This reference group consisted of banks with assets between $1.25$3.7 billion and $6.5$10.6 billion as of the date of adoption of the peer group by the Company in 2016.2021, compared to $6.1 billion for the Company at such time.

Banking Peer Group

1st Source Corporation

Veritex Holdings, Inc.

Enterprise Financial Services Corp

Preferred Bank

Allegiance Bancshares, Inc.

Stock Yards Financial, Inc.

Lakeland Financial Corporation

CrossFirst Bankshares, Inc.

TriState Capital Holdings, Inc.

Mercantile Bank Corp

Heritage Commerce Corp

Brookline Financial, Inc.

National Bank Holdings Corporation

Atlantic Capital Bancshares, Inc.

Live Oak Bancshares, Inc.

Peoples Financial Inc.

BancFirst Corporation

Byline Financial, Inc.

Origin Financial, Inc.

QCR Holdings, Inc.

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2023 Proxy Statement      25

FinTech Peer Group

The Compensation Committee also requested that Meridian prepare an additional peer group of fintech companies. This secondary peer group is intended to provide further context regarding the Company’s compensation decisions in relation to its banking peer group, given the Company’s growing technology presence in transportation payments. The supplemental fintech peer group consisted of fintech companies with revenues between $17 million and $487 million. In general, the Committee’s review of the practices of such supplemental fintech peer group suggested that a greater focus on LTIP compensation (both in amount and as a percentage of overall compensation) compared to the Company’s banking peers may be appropriate for the Company to remain competitive compared to market practice in this sector.

Supplemental FinTech Peer Group

Coupa Software Incorporated

International Money Express, Inc.

Q2 Holdings, Inc.

Cass Information Systems, Inc.

EVO Payments, Inc.

Net Element, Inc.

Flywire Corporation

PaySign, Inc.

EVERTEC, Inc.

Mogo Inc.

Usio, Inc.

Paya Holdings, Inc.

I3 Verticals, Inc.

Priority Technology Holdings, Inc.

Repay Holdings Corporation

2022 Executive Compensation Program and Pay Decisions

The Company’s executive compensation program for 2022 consisted of the following components: base salary, short-term cash incentives paid under our AIP, long-term equity awards under our LTIP, limited perquisites and employee benefit plans.

Base Salary

The Compensation Committee annually reviews each NEOs base salary. In determining whether to adjust an NEOs base salary, the Compensation Committee considers the following factors: competitive peer group and industry survey benchmark data, individual performance and the Company’s prospects for future growth and performance. The table below shows our NEOs base salaries for fiscal years 2021 and 2022 and the year over year percentage change in salaries.

Executive

  2021 Base Salary   2022 Base Salary   Increase 

Aaron P. Graft

  $650,000   $700,000    7.69% 

W. Bradley Voss

  $350,000   $375,000    7.14% 

Edward J. Schreyer

  $500,000   $500,000    — 

Gail Lehmann

  $360,000   $400,000    11.11% 

Todd Ritterbusch

  $340,000   $375,000    10.29% 

Our NEOs base salaries were adjusted in 2022 primarily to remain competitive with market median pay levels and to reflect individual performance.

 

Peer Group26      2023 Proxy Statement

 

LOGO

At the January 2023 meeting of the Compensation Committee, based on updated market data, the Compensation Committee approved the following base salaries for our NEOs effective March 1, 2023:

Executive

  2023 Base Salary 

Aaron P. Graft

  $725,000 

W. Bradley Voss

  $400,000 

Edward J. Schreyer

  $500,000 

Gail Lehmann

  $400,000 

Todd Ritterbusch

  $400,000 

Our NEOs base salaries were adjusted in 2023 primarily to remain competitive with market median pay levels across both the Company’s banking and fintech peers and to reflect individual performance.

Annual Incentive Program

Under the AIP, the Company pays cash incentive payments to our NEOs based on achieved performance against pre-determined annual performance goals. Our AIP is designed to motivate and reward our NEO’s for achieving these performance goals, which are linked to our annual business plan.

NEOs 2022 Target Bonus. Target bonuses are established by the Compensation Committee considering competitive market data, individual performance and internal equity with other executives. For the 2022 AIP, the Compensation Committee approved the following target bonuses (expressed as a percentage of base salary) for our NEOs: 60% for Mr. Graft and Mr. Schreyer and 40% for each of Mr. Voss, Ms. Lehmann and Mr. Ritterbusch. Each NEO was eligible to receive an actual bonus payout of between 0% and 150% of his or her respective target bonus, with the applicable percentage based on achievement of pre-established performance goals. In addition, at its discretion, the Compensation Committee may increase or decrease such calculated annual incentive payout by up to 30% for any NEO based on Company performance as well as individual or other relevant factors.

2022 Performance Measures, Weighting and Goals. For 2022, the Compensation Committee approved AIP goals related to the following four measures: (i) Earnings Per Share (“EPS”), (ii) TriumphPay End-of-Year Annualized Payment Volume, (iii) TriumphPay On-Boarded Factor Integration Market Share and (iv) individual performance assessments by executive. These measures were updated from 2021 to better align with the Company’s change in strategic direction, namely its increasing strategic focus in growing volumes and market share in its TriumphPay payments network. The selected performance measures were directly linked to our 2022 business plan and were deemed to be most reflective of our annual performance against our strategic objectives.

Performance goals for each measure were set at threshold, target and stretch levels, which correspond to a range of potential payouts (50% of target bonus for threshold performance, 100% of target bonus for target performance and 150% of target bonus for stretch performance for each metric). Awards are interpolated in between these levels to provide for incremental rewards.

1st Source Corporation

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 Southwest Bancorp, Inc.

2023 Proxy Statement      27

The table below shows that for 2022 the Company achieved above target but below stretch for its EPS and TriumphPay End-of-Year Annualized Payment Volume goals, and at threshold for its TriumphPay On-Boarded Factor Integration Market Share goal. In addition, each NEO was determined to have achieved his or her personal performance goal at 135% of target.

Performance Measure

  Weighting   Threshold   Target   Stretch   Actual   Earned
%		 

Earnings Per Share

   30%   $2.78      $3.48      $4.18      $3.96       135% 

TriumphPay End-of-Year Annualized Payment Volume (1)

   25%   $19.4      $24.3      $29.2      $26.1       119% 

TriumphPay On-Boarded Factor Integration Market Share

   20%    13%    17%    20%    13%    50% 

Individual and Business Unit Objectives

   25%    50%    100%    150%    135%    135% 

Weighted Percentage of Target Bonus

Earned

                            114% 

(1)

In billions.

The Company’s performance against its Earnings Per Share and TriumphPay End-of-Year Annualized Payment Volume goals reflected the Company’s strong overall performance for the year as discussed above, including successful execution of key business strategies, notwithstanding the overall economic headwinds in the macro economy and the transportation sector. In calculating TriumphPay End-of year Annualized Payment volume goal, the Committee calculated performance against such target using fourth quarter invoices processed multiplied by the full year average invoice price in order to better track the Company’s performance in driving payment activity notwithstanding reductions in average invoice prices compared to the Company’s forecasts for the year.

The Company’s performance at threshold for the TriumphPay On-Boarded Factor Integration Market Share goal reflects continued progress in on-boarding factor clients to the network, but a longer than anticipated sales and integration cycle for certain top-tier factor clients, who are in the sales and on-boarding process, but for which the process has not yet been completed.

In determining performance for each executive at 135% of the target payout for performance against individual priorities, the Committee considered, among other items (i) its review of the performance of each NEO for the year, (ii) the Company’s overall success in delivering successful financial results and furthering key strategic initiatives over the year despite economic challenges as previously discussed, and (iii) each NEO’s progress in furtherance of individual development goals.

The following table shows, for each of our NEOs, the target incentive payment under our AIP and the total calculated payout under the AIP for the Company’s 2022 fiscal year. Payouts were based exclusively on the level of achievement of pre-established company performance goals and personal performance targets, as described above, and the Compensation Committee did not exercise its discretionary authority to adjust such amounts as provided for in the Company’s AIP.

Executive

  

2022

Incentive

Target

   

2022

Incentive

Actual

   

% of

Target

Incentive

 

Aaron P. Graft

  $420,000   $478,538    114% 

W. Bradley Voss

  $150,000   $170,905    114% 

Edward J. Schreyer

  $300,000   $341,820    114% 

Gail Lehmann

  $160,000   $182,304    114% 

Todd Ritterbusch

  $150,000   $170,905    114% 

Enterprise Financial Services Corp

28      2023 Proxy Statement

 Preferred Bank

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Long-Term Incentive Program

Each year, the Company grants equity awards to our NEOs under our LTIP. The purpose of these grants is to align our NEOs with stockholder interests, reward our NEOs for long-term stockholder value creation and encourage retention of our NEOs. In addition, these equity grants align with our pay for performance philosophy as 50% of the equity awards issued under our LTIP are performance based restricted stock units. In addition, the value of all equity grants are directly linked to our share performance (and, in the case of stock option grants, have no value unless the share price appreciates after the grant date).

Target equity awards for each individual are established by the Compensation Committee considering competitive market data, individual performance and internal equity with other executives. For 2022, the Compensation Committee approved the following target grant date fair value (expressed as a percentage of base salary) of equity awards under our LTIP granted to our NEOs: 200% for Mr. Graft, 150% for Mr. Schreyer, and 75% for Mr. Voss, Ms. Lehmann, and Mr. Ritterbusch.

In addition, at its discretion, the Compensation Committee may increase or decrease by up to 30% an NEO’s target LTIP award based Company performance, individual performance or other relevant factors. For 2022, each NEO’s LTIP award was approved at target. Other than Mr. Schreyer (as discussed below) each NEO’s LTIP award was issued 50% as performance based restricted stock units based on the Company’s relative total stockholder return (“TSR”), 25% time-vested restricted stock units, and 25% nonqualified stock options. Prior to Mr. Schreyer’s promotion to Chief Operating Officer of the Company in 2022, Mr. Schreyer had been receiving equity awards consisting entirely of time-vested restricted stock awards. In connection with Mr. Schreyer’s promotion to Chief Operating Officer in 2022, the Company anticipates transitioning Mr. Schreyer to the Company’s standard LTIP award structure over a two year period (i.e. 50% of Mr. Schreyer’s LTIP award will be issued pursuant to the Company’s standard award structure in 2023 and 100% in 2024). Consequently, all of Mr. Schreyer’s awards in 2022 were issued as time based restricted stock units.    

The targeted grant value of each award type for each of our NEOs under our LTIP is as follows:

   Performance Shares   Restricted
Stock Units		   Options   Total LTIP 

Named Executive Officer

  Target Grant
Value		   Target Grant
Value		   Target Grant
Value		   Target Grant
Value		 

Aaron P. Graft

  $700,000   $350,000   $350,000   $1,400,000 

W. Bradley Voss

  $140,625   $70,312   $70,312   $281,250 

Edward J. Schreyer

   —   $750,000    —   $750,000 

Gail Lehmann

  $150,000   $75,000   $75,000   $300,000 

Todd Ritterbusch

  $140,625   $70,312   $70,312   $281,250 

ServisFirst Bancshares, Inc.

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 Stock Yards Bancorp, Inc.

2023 Proxy Statement      29

The performance based restricted stock unit awards provide for delivery of Common Stock to participants based on the Company’s relative TSR compared to two reference groups. In 2022, half of such restricted stock unit awards were issued based on TSR compared to a reference group of publicly traded banks with assets between $2.5 and $30 billion and half of such restricted stock unit awards were issued based on TSR compared to the Russell 3000 Data Processing and Outsourced Services index. Each of the awards evaluates TSR over a three year performance period. Between 50% and 175% of the target number of shares subject to the award maybe earned and delivered based on relative TSR as follows (with linear interpolation between the 25th and 75th percentiles and between the 75th and 90th percentiles, as applicable):

Lakeland Financial Corporation

Relative TSR Percentile

  Macatawa Bank CorpApplicable Vesting Percentage
TriState Capital Holdings, Inc.

Below 25th percentile

  Mercantile Bank Corp0%
Heritage Commerce Corp

25th percentile

  CoBiz Financial Inc.50%
MidSouth Bancorp, Inc.

50th percentile

  West Bancorporation, Inc.100%
Pacific Continental Corporation

75th percentile

  First Financial Corporation150%
Flint Business Financial Services, Inc.

90th percentile or above

  CU Bancorp175%

In the event of termination of employment under certain circumstances, a prorated portion of the award for the period of service of the participant during the performance period would be earned and shares issued following the completion of the performance period and determination of the Company’s relative TSR.

The time vested restricted stock units and stock option grants each vest one-fourth on each of the first four anniversaries of the grant date, generally subject to the NEO’s continued employment through each such anniversary. Stock options are granted with an exercise price equal to the closing stock price of our Common Stock on the NASDAQ Global Select Market as of the date of grant.

Further detail regarding the treatment of such outstanding equity awards upon termination of employment of our NEO’s in various circumstances is described in this Proxy Statement in the table included in “Executive Compensation – Potential Payments as a Result of Termination or Change in Control (CIC).”

Voss Bonus Award

The Committee approved a cash bonus payable to Mr. Voss under the Company’s Senior Executive Incentive Plan in the amount of $263,225, in consideration of Mr. Voss’ performance during 2022 following his appointment to the Chief Financial Officer role. The bonus was intended, in part, to compensate Mr. Voss for incremental value he would have received pursuant to the Company’s performance-based restricted stock unit award (cumulative EPS) made on December 31, 2019 (which award vested and shares were issued after achievement of the performance criteria over the three year performance period ended December 31, 2022) had he received an award commensurate with his Chief Financial Officer role for the prorated period of time he acted in such capacity during the performance period for such award.

Benefits and Other Compensation

The Company provides limited perquisites to our NEOs that we believe are reasonable, competitive and consistent with the Company’s overall compensation philosophy and market practice. In 2022, these perquisites consisted of a car allowance and country club dues for Mr. Graft. In addition, our NEOs are eligible for reimbursement for participation in a medical wellness program available to the Company’s directors and executive officers and certain other medical reimbursements.

Our NEOs participate in our group health and welfare programs and 401(k) plan on the same basis as our other employees. Under the 401(k) plan, our NEOs are eligible to receive an employer match contribution on the same terms as all other employees of the Company.

Green Bancorp, Inc.

30      2023 Proxy Statement

 QCR Holdings, Inc.

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Achievement of 2019 Cumulative Earnings Per Share Award

As disclosed in the Proxy Statement for the Company’s 2020 Annual Stockholders meeting, in December 2019 the Company issued performance based restricted stock unit awards (“PSUs”) designed to incentivize, motivate and retain the Company’s senior leadership team around a shift in the Company’s strategic direction, with the goal of producing earnings per share growth well in excess of peer banks over the upcoming three year period. Such award would pay out a percentage of the target PSUs granted based on achievement of the Company’s three year cumulative fully diluted earnings per share from January 1, 2020 to December 31, 2022. 100% of the target PSUs granted to each participant would vest upon achievement of a threshold cumulative diluted earnings per share goal for such period of $10.00 and 200% of the target shares granted to each participant would vest upon achievement of cumulative earnings per share for such period of $12.00, with linear interpolation between 100% and 200% for cumulative earnings per share between $10.00 and $12.00. For the three-year period ending December 31, 2022, the Company earned cumulative fully-diluted earnings per share of $10.84, which resulted in an applicable vesting percentage for such awards of 142% of the target PSUs granted. The Committee approved the achievement of such performance criteria and the vesting and payout of the awards at such level in February 2023.

The vesting of such awards resulted in the delivery of shares of common stock to our NEOs as follows: 29,820 shares to Mr. Graft, 8,520 shares to Mr. Voss, 17,750 shares to Ms. Lehmann and Mr. Ritterbusch, and 17,330 shares to Mr. Brenner (which were prorated for his partial year of service in 2022).

2022 Compensation for Former Officers

2022 Compensation of Mr. Brenner

Mr. Brenner served as the Chief Executive Officer of Triumph Financial Services LLC (formerly Advance Business Capital LLC), the Company’s transportation factoring subsidiary, during 2022 and was determined to be an executive officer of the Company during 2022. Mr. Brenner’s service to the Company and its subsidiaries ceased in December 2022. Given that Mr. Brenner’s total compensation during 2022 was such that he would have been one of the three highest paid executive officers of the Company and its subsidiaries other than our Principal Executive Officer and Principal Financial Officer during such period, he is being reported as an additional NEO. During 2022, Mr. Brenner received his approved base salary of $450,000 ($415,557 of which was actually paid during his partial year of service) and equity awards with a target grant date fair value equal to $450,000 (or 100% of Mr. Brenner’s approved annual base salary) on the same terms as the Company’s other NEOs pursuant to the LTIP as described above.

Upon his termination of service, which constituted a “qualifying termination” under Mr. Brenner’s employment agreement with the Company, Mr. Brenner entered into a severance agreement with the Company pursuant to which Mr. Brenner received severance compensation equal to one times his current base salary, plus an additional severance compensation payment of $750,000. The severance agreement also confirmed he would receive (a) the prorated portion of the shares of Company common stock to be issued to him pursuant to the terms of the EPS-based performance restricted stock unit agreement (cumulative EPS) dated December 31, 2019 and (b) Company paid medical coverage under the Consolidated Omnibus Reconciliation Act of 1985, as amended. Mr. Brenner also provided a general release to the Company and its affiliates as part of the severance agreement.

Additional Information about our Compensation Practices

Employment Agreements

We have entered into substantially identical employment agreements with each of our NEOs. The employment agreements are for one year terms which terminate on December 31 of each year, subject to automatic renewal for successive one (1) year terms unless either party delivers 60 days’ prior written notice of non-renewal (and, in the event that a change in control occurs during the then-current term, such term

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2023 Proxy Statement      31

shall be extended to end no earlier than the second anniversary of the change in control). Each employment agreement provides for an annual base salary, which may be increased or decreased during the term, and specifies that the executive is eligible to participate in the annual and long-term incentive programs maintained by the Company to the same extent as other executives of the Company.

Either the Company or the executive may terminate the executive’s employment prior to the expiration of the then-current term in accordance with the terms and conditions of the employment agreement, and if such termination of employment is by the Company without “cause” (as defined in the agreement) or by the executive for “good reason” (as defined in the agreement) (a “qualifying termination”), then the executive shall be entitled to receive, subject to execution and non-revocation of a release of claims in favor of the Company, cash severance in the amount of 1.5 times base salary for Mr. Graft and 1.0 times base salary for each of Mr. Voss, Mr. Schreyer, Ms. Lehmann, Mr. Ritterbusch and Mr. Brenner, as well as, in each case, healthcare coverage continuation for a period of 18 months for Mr. Graft and Ms. Lehmann and 12 months for Mr. Voss, Mr. Schreyer, Mr. Ritterbusch and Mr. Brenner. However, if the qualifying termination occurs within 24 months following a change in control, then the cash severance amount is increased to a multiple of base salary plus the trailing 3-year average bonus (3.0 times for Mr. Graft and 2.0 times for each of Mr. Voss, Mr. Schreyer, Ms. Lehmann, Mr. Ritterbusch and Mr. Brenner) and the healthcare coverage continuation period is increased to 36 months for Mr. Graft and 24 months for Mr. Voss, Mr. Schreyer, Ms. Lehmann, Mr. Ritterbusch and Mr. Brenner.

The employment agreements contain a better net after-tax cutback provision in respect of the excise tax imposed under Sections 280G and 4999 of the tax code, pursuant to which the executive’s change in control-related payments and benefits will be reduced to the extent necessary to prevent any portion of such payments and benefits from becoming subject to the excise tax, but only if, by reason of that reduction, the net after-tax benefit received by the executive exceeds the net after-tax benefit that the executive would receive if no reduction was made.

The employment agreements also contain certain restrictive covenants, including a perpetual confidentiality covenant, and non-compete, employee, client, and investor non-solicit, and business non-interference covenants that apply during employment and for the one (1) year period immediately following termination of employment for any reason.

Clawback Policy

The Company has adopted a Clawback Policy, which would be triggered by any restatement of the Company’s financial statements. The Clawback Policy covers performance-based incentive and equity compensation awarded when vesting, settlement or payment is contingent upon the achievement of a specified performance metric. Excess compensation, determined to be the amount of compensation that would not have been paid to the executive officer if the financial statements were correct at the time of the payment, would be subject to recoupment at the discretion of the Compensation Committee.

Hedging Policy and Pledging Restrictions

We do not permit our directors or executive officers to engage in transactions that hedge such director’s or executive officer’s economic risk of owning shares of our common stock. Thus, our directors and executive officers may not engage in hedging transactions in the Company’s shares such as puts, calls, prepaid variable forwards, equity swaps, collars and other derivative securities on an exchange or in any other organized market. Our executive officers also may not engage in short sales of the Company’s shares, meaning sales of shares that are not owned at the time of sale. In addition, the Company does not permit shares pledged by senior executive officers and directors to be applied toward stock ownership guidelines, and limits pledging to pre-approved exceptions where the executive officer or director can clearly demonstrate the financial ability to repay the loan without resorting to the pledged securities.

32      2023 Proxy Statement

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Stock Ownership Guidelines

In 2016, theThe Company has adopted stock ownership guidelines for ournon-employee directors and executive officers as part of our commitment to corporate governance and to strengthen the alignment of interests between ournon-employee directors and executive officers andwith the interests of our shareholders.stockholders. Under the guidelines, our directors, our Chief Executive Officer and our other executive officers are expected to accumulate shares of our common stock with a value equal to or exceeding the applicable ownership level prior to the fifth anniversary of adoption of the guidelines, or the fifth anniversary of their election or appointment, whichever is later (the “Measurement Date”) and thereafter maintain ownership of shares consistent with such guidelines.

For purposes of the guidelines, “shares” include shares owned outright, directly or indirectly, shares owned jointly or separately by the individual’s spouse, shares held in trust for the benefit of the individual, the individual’s spouse and/or children, restricted stock or restricted stock units, shares acquirable upon the net

-21-

exercise of vested stock options, or deferred shares or deferred stock units. Unvested stock options and unearned performance sharesperformance-based restricted stock units do not count toward meeting the applicable guidelines.

Our applicable target stock ownership guidelines are as follows:

 

Title

  

Multiple of Base Salary

Chief Executive Officer

  3x base salary

Other Executive Officers

  1.5x base salary

Non-Employee Directors

  3x annual cash retainer

Our Nominating and Corporate Governance Committee will periodically review each director’s or executive officer’s progress toward achieving the applicable guidelines. Each of our directors and executive officers is either within compliance with the guidelines or expected to achieve such compliance prior to his or her applicable Measurement Date.

Employment AgreementsRisk Assessment Review

On The Company adheres to a conservative and balanced approach to risk. Management and the Board conduct regular reviews of the business to ensure it remains within appropriate regulatory guidelines and practice. During 2022, the Company conducted a risk assessment of its incentive plans in place. The results of this review was presented to the Compensation Committee, which concluded that the Company’s incentive compensation programs provide appropriate balance across many performance measures and do not create risks that are reasonably likely to have a material adverse effect on the Company.

Accounting and Tax Treatment of Compensation

The Compensation Committee considers the effects of tax and accounting treatments when it determines executive compensation. Under Section 162(m) of the Internal Revenue Code (the “Code”) compensation paid to a covered executive officer of a publicly traded company in excess of $1 million in one (1) year is not deductible for federal income tax purposes. In structuring the Company’s compensation programs and in determining executive compensation, the Compensation Committee takes into consideration the deductibility limit for compensation. However, the Compensation Committee reserves the right, in the exercise of its business judgment, to establish appropriate compensation levels for executive officers that may exceed the limits on tax deductibility established under Section 162(m) of the Code. The employment contracts for the NEOs contain change of control limitation provisions pursuant to the Code Section 280G. If a change of control payment exceeds the limit for deductible payments under Section 280G of the Code, the higher of (i) safe harbor amounts; or (ii) full payments after tax (i.e., “best of after-tax benefit”) will be paid to the NEO. For the full payments, the NEO is responsible for paying the excise tax. The Compensation Committee takes into consideration the accounting effects of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718 in determining vesting periods for stock options and restricted stock awards under our 2014 Omnibus Incentive Plan.

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2023 Proxy Statement      33

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee has reviewed and discussed with Management the “Compensation Discussion and Analysis” disclosure appearing above in this Proxy Statement. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors of the Company that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, which incorporates by reference the disclosure contained in this Proxy Statement.

March 30, 2016, amended and restated employment agreements were executed with each15, 2023

The Compensation Committee:

Charles A. Anderson, Chairman

Carlos M. Sepulveda, Jr.

Harrison B. Barnes

Richard L. Davis

34      2023 Proxy Statement

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2022 Summary Compensation Table

The following summary compensation table provides information regarding the compensation of our NEOs with retroactive effect to January 1, 2016. for our fiscal years ended December 31, 2022, 2021 and 2020.

Name and Principal Position

 Year  

Salary

($) (1)

  

Bonus

($)

  

Stock

Awards

($) (2)

  

Option

Awards

($) (2)

  

Non-Equity

Incentive Plan

Compensation

($)

  

All Other

Compensation

($) (3)

  

Total  

($)  

 

AARON P. GRAFT

  2022   691,654   —   1,198,915   349,985               478,538              54,566   2,773,658   

Director, Vice Chairman,

  2021   650,000   —   939,477   292,475   514,020   48,197   2,444,169   

CEO & President

  2020   650,000   —   283,677       86,438   390,696   37,247   1,448,058   

W. BRADLEY VOSS

  2022   370,825   263,225   240,735   70,312   170,905   17,778   1,133,780   

Executive Vice President,

  2021   286,000   295,383   101,925   —   —   11,600           694,908   

CFO

                                

EDWARD J. SCHREYER

  2022   500,000   —       749,952   —   341,820   12,200   1,603,972   

Executive Vice President,

            

COO

                                 

GAIL LEHMANN

  2022   393,334   —   256,910   74,974   182,304   20,278   927,800   

Executive Vice President,

  2021   358,334   —   216,747   67,486   189,792   18,982   851,341   

& Secretary

  2020   350,000   —   152,760   46,542   168,300   18,666   736,268   

TODD RITTERBUSCH

  2022   369,115   —   240,735   70,312   170,905   12,200   863,267   

Executive Vice President,

  2021   337,500   —   163,697   50,968   179,248   14,635   746,048   

Chief Lending Officer

  2020   325,000   —   113,464   34,576   156,279   14,738   644,057   

GEOFFREY P. BRENNER

  2022   415,577   ���   385,366   112,493   —   1,237,216   2,150,652   

Former CEO of Triumph Financial Services LLC

        
                                
(1)

Reflects actual base compensation paid during the applicable fiscal year.

(2)

Reflects the full grant date value of performance shares, restricted stock, restricted stock units or stock option awards granted to each of our NEOs computed in accordance with ASC 718. Generally, the full grant date fair value is the amount we will expense in our financial statements over an award’s vesting period as further described in Note 21 to our Annual Report on Form 10-K for the Fiscal Year ended December 31, 2022, filed with the SEC on February 15, 2023. The grant value of performance share awards are based on a Monte Carlo valuation of $78.65 per target share for the bank peer group award and $89.79 per target share for the fintech peer group award as of the May 1, 2022 grant date. The grant value of restricted stock unit awards are based on a fair market value of $69.44 per share of our common stock as of the May 1, 2022 grant date, which was the closing price of our common stock on the NASDAQ Global Select Market as of such date. The grant value of option awards are based on a Black-Scholes valuation of $32.15 per option share for grants made on May 1, 2022, with an exercise price of $69.44, which was the closing price of our common stock on the NASDAQ Global Select Market as of such date. Assuming the highest level of performance under the performance share awards shown in the “Stock Awards” column above, the total value of such performance share awards using a fair market value of $69.44 per share of our common stock on the May 1, 2023 grant date would have been $1,224,922 for Mr. Graft, $245,956 for Mr. Voss, $262,483 for Ms. Lehmann, $245,956 for Mr. Ritterbusch and $393,725 for Mr. Brenner.

(3)

Includes the amounts set forth below under “2022 All Other Compensation Table” paid to or on behalf of the NEOs during the applicable fiscal year.

The employment agreements have an initial term of one year commencing on the Effective Date, subject to automatic renewal for successive one year terms unless either party delivers 60 days’ prior written notice ofnon-renewal (and,following table shows all amounts included in the event“All Other Compensation” column for each NEO in 2022:

2022 All Other Compensation Table

Name

 

TBK Bank, SSB

Contribution

to Defined

Contribution

Plan

($)

  

Car

Allowance

($)

  

Club

Memberships

($)

  

Executive
Health

($)

  

Severance
Payments

($)

  

Total

($)

 

Aaron P. Graft

  12,200               6,000                   31,680   4,686   —   54,566   

W. Bradley Voss

  12,200   —   —   5,578   —   17,778   

Edward J. Schreyer

  12,200   —   —   —   —   12,200   

Gail Lehmann

  12,200   —   —               8,078   —   20,278   

Todd Ritterbusch

  12,200   —   —   —   —   12,200   

Geoffrey P. Brenner

  12,200   —   —   —       1,225,016       1,237,216   

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2023 Proxy Statement      35

2022 Grants of Plan-Based Awards Table

    

    

    

    

    

    

    

 

Grant
Date

(b)

  Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards (1)		  Estimated Future Payouts
Under Equity Incentive
Plan Awards		  All
Other
Stock
Awards:
Number
of
Shares
of Stock
or Units
(#)(i)		  All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)(j)		  Exercise
or Base
Price of
Option
Awards
($/sh)(k)		  

Grant
Date
Fair
Value of
Stock
and
Option
Awards
(l) (2)

 
 Name (a) Threshold
($)(c)		  Target
($)(d)		  Maximum
($)(e)		  Threshold
(#)(f)		  Target
(#)(g)		  Maximum
(#)(h)		 

 Aaron P. Graft

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5/1/2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,040

 

 

 

 

 

 

 

 

 

 

$

349,978

 

 

 

 

5/1/2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10,886

 

 

 

$69.44

 

 

$

349,985

 

 

 

 

5/1/2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

—

 

 

 

10,080

 

 

 

17,640

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

848,938

 

 

 

 

—

 

 

 

$147,000

 

 

 

$420,000

 

 

 

$819,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 W. Bradley Voss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5/1/2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,012

 

 

 

 

 

 

 

 

 

 

$

70,273

 

 

 

 

5/1/2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,187

 

 

 

$69.44

 

 

$

70,312

 

 

 

 

5/1/2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,024

 

 

 

3,542

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

170,461

 

 

 

 

—

 

 

 

$  52,500

 

 

 

$150,000

 

 

 

$292,500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Edward J. Schreyer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5/1/2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10,800

 

 

 

 

 

 

 

 

 

 

$

749,952

 

 

 

 

—

 

 

 

$105,000

 

 

 

$300,000

 

 

 

$585,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Gail Lehmann

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5/1/2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,080

 

 

 

 

 

 

 

 

 

 

$

74,995

 

 

 

 

5/1/2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,332

 

 

 

$69.44

 

 

$

74,974

 

 

 

 

5/1/2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

—

 

 

 

2,160

 

 

 

3,780

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

181,915

 

 

 

 

—

 

 

 

$  56,000

 

 

 

$160,000

 

 

 

$312,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Todd Ritterbusch

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5/1/2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,012

 

 

 

 

 

 

 

 

 

 

$

70,273

 

 

 

 

5/1/2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,187

 

 

 

$69.44

 

 

$

70,312

 

 

 

 

5/1/2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

—

 

 

 

2,024

 

 

 

3,542

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

170,461

 

 

 

 

—

 

 

 

$  52,500

 

 

 

$150,000

 

 

 

$292,500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Geoffrey P. Brenner

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5/1/2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,456

 

 

 

 

 

 

 

 

 

 

$

112,493

 

 

 

 

5/1/2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,499

 

 

 

$69.44

 

 

$

112,493

 

 

 

 

5/1/2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

—

 

 

 

3,240

 

 

 

5,670

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

272,873

 

 

 

 

—

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

The amounts reported in these columns represent the possible range of payments under the AIP incentive compensation program. For information about the amounts actually earned by each named executive officer under the AIP incentive compensation program, see “Executive Compensation Tables—2022 Summary Compensation Table.” Amounts are considered earned in fiscal year 2022 although they were not paid until 2023.

(2)

Reflects the full grant date value of performance shares, restricted stock, restricted stock unit or stock option awards granted to each of our NEO’s computed in accordance with ASC 718. Generally, the full grant date fair value is the amount we will expense in our financial statements over an award’s vesting period as further described in Note 21 to our Annual Report on Form 10-K for the Fiscal Year ended December 31, 2022, filed with the SEC on February 15, 2023. The grant value of performance share awards are based on a Monte Carlo valuation of $78.65 per target share as of the May 1, 2022 grant date for our bank peer group TSR awards (50% of total award), and $89.79 per target share as of the May 1, 2022 grant date for our fintech peer group TSR awards (50% of total award). The grant value of restricted stock unit awards are based on a fair market value of $69.44 per share of our common stock as of the May 1, 2022 grant date, which was the closing price of our common stock on the NASDAQ Global Select Market as of such date. The grant value of option awards are based on a Black-Scholes valuation of $32.15 per option share for grants made on May 1, 2022, with an exercise price of $69.44, which was the closing price of our common stock on the NASDAQ Global Select Market as of such date.

36      2023 Proxy Statement

LOGO

Outstanding Equity Awards at Fiscal Year-End for 2022

The following table sets forth all unexercised stock options, and unvested restricted stock and restricted stock units awarded to our NEOs by the Company that a change in control occurswere outstanding as of December 31, 2022.

  Option Awards     Performance Unit Awards     Stock Awards 
Name (a) (13) 

Number of

Securities

Underlying

Unexercised

Options

(#)

Exercisable

(b)

  

Number of

Securities

Underlying

Unexercised

Options

(#)

Unexercisable

(c) (1)

  

Equity

Incentive

Plan

Awards:

Number of

Securities

Underlying

Unexercised

Unearned

Options

(#)(d)

  

Option

Exercise

Price

($)(e)

  

Option

Expiration

Date(f)

  

Number

of

Shares or

Units of

Stock

That Have

Not

Vested

(#)(g)

  

Market

Value of

Shares

or Units

of Stock

That

Have Not

Vested

($)(h) (2)

  

Number

of

Shares or

Units of

Stock

That Have

Not

Vested

(#)(g) (1)

  

Market

Value of

Shares

or Units

of Stock

That

Have Not

Vested

($)(h) (2)

 

Aaron P. Graft

  11,883   —   —  $25.80   4/1/2027   —   —   —   — 
  9,739   —   —  $38.75   5/1/2028   —   —   —   — 
  5,327   1,776   —  $31.00   5/1/2029   —   —   —   — 
  4,883   4,884   —  $26.25   5/1/2030   —   —   —   — 
  2,067   6,202   —  $88.63   5/1/2031   —   —   —   — 
  —   10,886   —  $69.44   5/1/2032   —   —   —   — 
  —   —   —   —   —   29,820(3)  $1,457,303   —   — 
  —   —   —   —   —   11,531(4)  $563,508   —   — 
  —   —   —   —   —   11,550(5)  $564,449   —   — 
  —   —   —   —   —   17,640(6)  $862,066   —   — 
  —   —   —   —   —   —   —   575  $28,100 
  —   —   —   —   —   —   —   1,647  $80,489 
  —   —   —   —   —   —   —   2,475  $120,953 
  —   —   —   —   —   —   —   5,040  $246,305 

 

 

W. Bradley Voss

  427   —   —  $15.87   4/1/2026   —   —   —   — 
  435   —   —  $25.80   4/1/2027   —   —   —   — 
  625   —   —  $38.75   5/1/2028   —   —   —   — 
  —   2,187   —  $69.44   5/1/2032   —  $—   —   — 
  —   —   —   —   —   4,743(7)  $231,766   —   — 
  —   —   —   —   —   8,520(3)  $416,372   —   — 
  —   —   —   —   —   3,542(6)  $173,098   —   — 
  —   —   —   —   —   —   —   166  $8,112 
  —   —   —   —   —   —   —   336  $16,420 
  —   —   —   —   —   —   —   863  $42,175 
  —   —   —   —   —     1,012  $49,456 
  —   —   —   —   —   —   —   2,710  $132,438 

 

 

Edward J. Schreyer

  —   —   —   —   —   —   —   43,692  $2,135,228 
  —   —   —   —   —   —   —   5,924  $289,506 
  —   —   —   —   —   —   —   10,800  $527,796 

 

 

Gail Lehmann

  4,382   —   —  $25.80   4/1/2027   —   —   —   — 
  1,820   —   —  $38.75   5/1/2028   —   —   —   — 
  2,224   742   —  $31.00   5/1/2029   —   —   —   — 
  2,629   2,630   —  $26.25   5/1/2030   —   —   —   — 
  477   1,431   —  $88.63   5/1/2031   —   —   —   — 
  —   2,332   —  $69.44   5/1/2032   —   —   —   — 
  —   —   —   —   —   17,750(3)  $867,443   —   — 
  —   —   —   —   —   6,209(4)  $303,434   —   — 
  —   —   —   —   —   2,665(5)  $130,251   —   — 
  —   —   —   —   —   3,780(6)  $184,728   —   — 
  —   —   —   —   —   —   —   240  $11,729 
  —   —   —   —   —   —   —   887  $43,348 
  —   —   —   —   —   —   —   571  $27,905 
  —   —   —   —   —   —   —   1,080  $52,780 

 

 

LOGO

2023 Proxy Statement      37

  Option Awards     Performance Unit Awards     Stock Awards 
Name (a) (13) 

Number of

Securities

Underlying

Unexercised

Options

(#)

Exercisable

(b)

  

Number of

Securities

Underlying

Unexercised

Options

(#)

Unexercisable

(c) (1)

  

Equity

Incentive

Plan

Awards:

Number of

Securities

Underlying

Unexercised

Unearned

Options

(#)(d)

  

Option

Exercise

Price

($)(e)

  

Option

Expiration

Date(f)

  

Number

of

Shares or

Units of

Stock

That Have

Not

Vested

(#)(g)

  

Market

Value of

Shares

or Units

of Stock

That

Have Not

Vested

($)(h) (2)

  

Number

of

Shares or

Units of

Stock

That Have

Not

Vested

(#)(g) (1)

  

Market

Value of

Shares

or Units

of Stock

That

Have Not

Vested

($)(h) (2)

 

Todd Ritterbusch

  472   473   —  $31.00   5/1/2029   —   —   —   — 
  977   1,954   —  $26.25   5/1/2030   —   —   —   — 
  360   1,081   —  $88.63   5/1/2031   —   —   —   — 
  —   2,187   —  $69.44   5/1/2032   —   —   —   — 
  —   —   —   —   —   17,750(3)  $867,443   —   — 
  —   —   —   —   —   4,611(4)  $225,352   —   — 
  —   —   —   —   —   2,013(5)  $98,351   —   — 
  —   —   —   —   —   3,542(6)  $173,098   —   — 
  —   —   —   —   —   —   —   1,766  $86,304 
  —   —   —   —   —   —   —   659  $32,205 
  —   —   —   —   —   —   —   432  $21,112 
  —   —   —   —   —   —   —   1,012  $49,456 

 

 

Geoffrey P. Brenner

  —   —   —   —   —   17,330(3)  $846,901   —   — 

 

 

(1)

Unless separately noted, stock options restricted stock and restricted stock unit awards vest at the rate of 25% per year from the date of award. Unvested or un-exercisable portions of awards reflect the unvested portion of awards issued between 2019 and 2022. Vesting of all such awards may be accelerated upon termination of employment for death or disability, or upon a qualifying termination of employment following a change of control (as defined in our 2014 Omnibus Incentive Plan).

(2)

The market values for the outstanding stock awards presented as of December 31, 2021, are based on the closing price of our Common Stock of $48.87 per share on December 31, 2022.

(3)

Represents performance based restricted stock unit awards during 2019 as part of the Company’s 2019 Cumulative EPS Award program. Such awards are disclosed as 142% of the target award, which was the percentage achieved for such awards as of the end of the performance period on December 31, 2022. Award for Mr. Brenner shows amount earned for his prorated period of service.

(4)

Performance based restricted stock unit awards shown in row represent total stock return performance shares granted in 2020 as part of the Company’s LTIP program. Shares represented and market value of such awards assume payout at maximum. A prorated portion of such award may vest upon death, disability, qualifying termination or retirement during the performance period, and would be earned and shares issued following completion of the performance period and determination of the Company’s relative TSR. In addition, in the event of a change of control during the performance period, a portion of the award may be earned (and the resulting shares issued unless replaced with a time vested replacement award) based on TSR through the change in control. Vesting of any time vested replacement award may be accelerated in the event of a qualifying termination following such change in control (as defined in our 2014 Omnibus Incentive Plan).

(5)

Performance based restricted stock unit awards shown in row represent total stock return performance shares granted in 2021 as part of the Company’s LTIP program. Shares represented and market value of such awards assume payout at maximum. A prorated portion of such award may vest upon death, disability, qualifying termination (after the first anniversary of the grant date) or retirement (after the first anniversary of the grant date) during the performance period, and would be earned and shares issued following completion of the performance period and determination of the Company’s relative TSR. In addition, in the event of a change of control during the performance period, a portion of the award may be earned (and the resulting shares issued unless replaced with a time vested replacement award) based on TSR through the change in control. Vesting of any time vested replacement award may be accelerated in the event of a qualifying termination following such change in control (as defined in our 2014 Omnibus Incentive Plan).

(6)

Performance based restricted stock unit awards shown in row represent total stock return performance shares granted in 2022 as part of the Company’s LTIP program. Shares represented and market value of such awards assume payout at maximum. A prorated portion of such award may vest upon death, disability qualifying termination (after the first anniversary of the grant date) or retirement (after the first anniversary of the grant date) during the performance period, and would be earned and shares issued following completion of the performance period and determination of the Company’s relative TSR. In addition, in the event of a change of control during the performance period, a portion of the award may be earned (and the resulting shares issued unless replaced with a time vested replacement award) based on TSR through the change in control. Vesting of any time vested replacement award may be accelerated in the event of a qualifying termination following such change in control (as defined in our 2014 Omnibus Incentive Plan).

(7)

Performance based restricted stock unit awards shown in row represent total stock return performance shares granted in 2018 to Mr. Voss as part of a management retention program. Shares represented and market value of such awards assume payout at maximum. A prorated portion of such award may vest upon death, disability qualifying termination (after the first anniversary of the grant date) or retirement (after the first anniversary of the grant date) during the performance period, and would be earned and shares issued following completion of the performance period and determination of the Company’s relative TSR. In addition, in the event of a change of control during the performance period, a portion of the award may be earned (and the resulting shares issued unless replaced with a time vested

38      2023 Proxy Statement

LOGO

replacement award) based on TSR through the change in control. Vesting of any time vested replacement award may be accelerated in the event of a qualifying termination following such change in control (as defined in our 2014 Omnibus Incentive Plan).
(8)

Represents restricted stock unit award granted to Mr. Voss in 2018 as part of a management retention program. Such shares cliff vest 100% on the fifth anniversary of the date of grant. A prorated portion of such award may vest upon death, disability, qualifying termination or retirement during the vesting period, and such award vests in full upon a change of control during the vesting period unless replaced with an equivalent time vested award.

The following information sets forth the stock awards vested and stock options exercised by the NEO’s during the then-current term, such term shall be extendedfiscal year ended December 31, 2022.

   Option Awards   Stock Awards 

Name

  

Number of

Shares

Acquired on

Exercise

   

Value

Realized

Upon

Exercise ($)

   

Number of

Shares

Acquired on

Vesting

   

Value

Realized on

Vesting

($)

 

Aaron P. Graft

               —   $            —    11,097   $770,576(1) 

W. Bradley Voss

   —   $—    674   $46,803(2) 

Edward J. Schreyer

   —   $—    16,537   $1,148,329(3) 

Gail Lehmann

   —   $—    4,543   $315,466(4) 

Todd Ritterbusch

   —   $—    4,379   $304,078(5) 

Geoffrey P. Brenner

   —   $—    5,961   $413,932(6) 

(1)

Consists of 8,043 performance based restricted stock units (relative TSR) that vested and settled with a closing market price of $69.44 on May 1, 2022 and 3,054 restricted stock awards that vested upon the lapse of restrictions with a closing market price of $69.44 on the May 1, 2022 vesting date.

(2)

Consists of 674 restricted stock awards that vested upon the lapse of restrictions with a closing market price of $69.44 on the May 1, 2022 vesting date.

(3)

Consists of 16,537 restricted stock awards that vested upon the lapse of restrictions with a closing market price of $69.44 on the May 1, 2022 vesting date.

(4)

Consists of 3,358 performance based restricted stock units (relative TSR) that vested and settled with a closing market price of $69.44 on May 1, 2022 and 1,185 restricted stock awards that vested upon the lapse of restrictions with a closing market price of $69.44 on the May 1, 2022 vesting date.

(5)

Consists of 2,140 performance based restricted stock units (relative TSR) that vested and settled with a closing market price of $69.44 on May 1, 2022 and 2,239 Restricted Stock Awards that vested upon the lapse of restrictions with a closing market price of $69.44 on the May 1, 2022 vesting date.

(6)

Consists of 5,961 restricted stock awards that vested upon the lapse of restrictions with a closing market price of $69.44 on the May 1, 2022 vesting date.

Equity Compensation Plan Information

The following table provides certain information with respect to end no earlier thanall of our equity compensation plans in effect as of December 31, 2022.

Plan Category

  

Number of

securities to be

issued upon

exercise of

outstanding

options,

warrants

and rights

(a)

   

Weighted-

average

exercise

price of

outstanding

options,

warrants and

rights

(b)

   

Number of

securities

remaining

available for

future issuance

under equity

compensation

plans

(excluding

securities
reflected

in column (a))

(c)

 

Equity compensation plans approved by security holders

   195,398   $39.48    230,776 

Equity compensation plans not approved by security holders

   —    —    — 
  

 

 

   

 

 

   

 

 

 

Total

   195,398   $39.48    230,776 

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2023 Proxy Statement      39

Potential Payments as a Result of Termination or Change in Control (CIC)

The table below describes the second anniversaryvalue of compensation and benefits payable to each NEO upon termination that would exceed the compensation or benefits generally available to salaried employees in each termination scenario. Benefits and payments are calculated assuming a December 31, 2022, employment termination date.

Name/Termination Scenario (5)

 

Severance

($)

  

Stock

Awards

($) (4)

  

Stock

Options

($) (5)

  

Welfare

Benefits

($)

  Total 

Aaron P. Graft

      
 

Voluntary Resignation

  —   —   —   —   — 
 

Termination for Cause

  —   —   —   —   — 

Qualifying Termination (no change in control) (1)

 $1,050,000  $2,272,182   —  $37,512  $3,359,694 

Qualifying Termination—Change in Control (2)

 $2,100,000  $3,923,174  $720,560  $75,024  $6,818,758 
 

Death

  —  $2,748,029  $720,560   —  $3,468,589 
 

Disability

  —  $2,748,029  $720,560   —  $3,468,589 
  

Retirement (3)

  —   —   —   —   — 

W. Bradley Voss

      
 

Voluntary Resignation

  —   —   —   —   — 
 

Termination for Cause

  —   —   —   —   — 

Qualifying Termination (no change in control) (1)

 $375,000  $756,442   —  $25,008  $1,156,450 

Qualifying Termination—Change in Control (1)

 $750,000  $1,069,838  $30,451  $50,016  $1,900,305 
 

Death

  —  $872,606  $30,451   —  $903,057 
 

Disability

  —  $872,606  $30,451   —  $903,057 
  

Retirement (2)

  —   —   —   —   — 

Edward J. Schreyer

      
 

Voluntary Resignation

  —   —   —   —   — 
 

Termination for Cause

  —   —   —   —   — 

Qualifying Termination (no change in control) (1)

 $500,000  $—   —  $25,008  $525,008 

Qualifying Termination—Change in Control (1)

 $1,000,000  $2,952,530  $—  $50,016  $4,002,546 
 

Death

  —  $2,952,530  $—   —  $2,952,530 
 

Disability

  —  $2,952,530  $—   —  $2,952,530 
  

Retirement (2)

  —  $—  $—   —  $— 

Gail Lehman

      
 

Voluntary Resignation

  —   —   —   —   — 
 

Termination for Cause

  —   —   —   —   — 

Qualifying Termination (no change in control) (1)

 $360,000  $1,209,721   —  $37,512  $1,607,233 

Qualifying Termination—Change in Control (1)

 $720,000  $1,621,617  $291,472  $50,016  $2,683,105 
 

Death

  —  $1,345,482  $291,472   —  $1,636,954 
 

Disability

  —  $1,345,482  $291,472   —  $1,636,954 
  

Retirement (2)

  —   1,345,482   291,472   —   1,636,954 

Todd Ritterbusch

      
 

Voluntary Resignation

 $—  $—   —  $—  $— 
 

Termination for Cause

 $—  $—  $—  $—  $— 

Qualifying Termination (no change in control) (1)

  375,000  $1,122,542  $—   25,008  $1,522,550 

Qualifying Termination—Change in Control (1)

  750,000  $1,553,321  $83,186   50,016  $2,436,523 
 

Death

  —  $1,311,620  $83,186   —  $1,394,806 
 

Disability

  —   1,311,620   83,186   —   1,394,806 
  

Retirement (2)

  —  $—  $—   —  $— 

(1)

A “Qualifying Termination” is a termination of employment by the Company other than for Cause, or a termination of employment by the executive for Good Reason, in each case as such terms are defined in the employment agreement for the applicable named executive officer. A termination of employment is considered a termination in connection with a Change in Control if such termination occurs within 24 months after a Change in Control (as such term is defined in the employment agreement for the applicable NEO).

(2)

Retirement is defined as termination (other than for cause) after reaching age 65 or after reaching age 62 and completing at least five (5) years of employment. As of December 31, 2022, Ms. Lehmann is the only named executive eligible to retire in accordance with the Company’s policy and the terms of its equity incentive compensation and benefit plans.

40      2023 Proxy Statement

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(3)

Unvested restricted stock or restricted stock unit awards vest in full upon a Qualifying Termination within 24 months of a change in control, death or disability. Our restricted stock or restricted stock unit awards permit continued vesting of unvested equity awards upon retirement assuming conditions are met as specified within the applicable award agreement.

A prorated portion of the restricted stock unit award included in the calculation for Mr. Voss vests upon death, disability, Qualifying Termination or retirement during the vesting period, and vests in full upon a change of control during the vesting period unless replaced with an equivalent time vested award.

A prorated portion of unvested TSR performance awards may vest upon death, disability, Qualifying Termination or retirement during the performance period, and would be earned and shares issued following completion of the performance period and determination of the Company’s relative TSR. Unvested TSR performance awards may be earned upon a change in control based on the Company’s relative TSR immediately prior to the change in control (and the resulting shares issued unless replaced with a time vested replacement award) based on TSR through the change in control. Upon a Qualifying Termination within 24 months of a change in control, the time vested replacement award would vest in full. The calculations above assume the Company earns payout at stretch levels (modified by any applicable proration) for all outstanding TSR performance awards.

The calculations for the EPS performance award assumes payout based on achievement of 142% of the target award, representing actual achievement against the performance goals for such award as of the end on the performance period on December 31, 2022.

Value of all stock awards were calculated assuming the closing price of our common stock on December 31, 2022 of $48.87 per share.

(5)

Unvested stock options vest in full upon a Qualifying Termination within 24 months of a change in control, death or disability. Our option awards permit continued vesting of unvested equity awards upon retirement assuming conditions are met as specified within the applicable award agreement. For stock option awards, the value was calculated as the difference between the closing price of the Company stock on December 31, 2022 and the option exercise price.

(5)

Mr. Brenner’s employment with the Company terminated on December 5, 2022. Mr. Brenner’s termination constituted a Qualifying Termination under Mr. Brenner’s employment agreement with Triumph Financial Services LLC, the Company’s wholly owned subsidiary. In connection with such termination, Mr. Brenner entered into a Severance Agreement with the Company and received a severance payment of $1,200,000 plus continuation of COBRA benefits for 12 months valued at $37,216. He also remained eligible to receive the pro-rated portion of his 2019 performance based restricted stock unit award (Cumulative EPS), which resulted in the delivery of 17,330 shares to Mr. Brenner, which would have been valued at $846,917 as of December 31, 2022.

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2023 Proxy Statement      41

Pay Vers
us
Performanc
e
The following provides information regarding compensation actually paid to the Company’s Chief Executive Officer and our other NEOs along with the cumulative total shareholder return of the change in control). Each employment agreement provides for an annual base salary,Company and a peer group index, the Company’s net income and fully-diluted earnings per share, which may be increased or decreased duringis the term,most important financial performance measure (that is not otherwise disclosed in the amount of $427,500 for Mr. Graft, $292,500 for Mr. Fowler, $240,000 for Ms. Lehmann, $235,000 for Mr. Nelson, and $250,000 for Mr. Karas, and specifies that the executive is eligible to participate in the annual and long-term incentive programs maintainedtable) used by the Company to link compensation actually paid to the Company’s NEOs, for 2022, to Company performance. Compensation actually paid, as determined under SEC requirements, does not reflect the actual amount of compensation earned by or paid to our executive officers during a covered year.
              
Value of Initial Fixed $100 Investment
 (3)

Based On:
       
          
Year
 
Summary
Compensation
Table Total for
CEO
 (1)
  
Compensation
Actually Paid
to CEO
  
Average
Summary
Compensation
Table total for
Other NEOs
($)
  
Average
Compensation
Actually Paid
to Other
NEOs
 (2)
($)
  
Cumulative
TSR
(Company)
($)
  
Cumulative
TSR (Peer
Group)
($)
  
Measurement
Period
  
Net
Income
($ in
thousands)
  
Fully-
Diluted
Earnings  
Per Share  
($)
 
2022 $2,773,658  $(3,002,778)  $1,335,632  $(1,976,371)  $128.54  $101.92   3 years  $102,311  $3.96 
2021 $2,444,169  $8,422,937  $742,621  $3,220,220  $313.20  $124.84   2 years  $112,974  $4.35 
2020 $1,448,058  $2,167,082  $710,422  $1,056,740  $127.70  $89.37   1 year  $64,024  $2.53 
(1) 
Aaron P. Graft served as our President and Chief Executive Officer for each of the years presen
te
d in the table. Compensation actually paid to Mr. Graft for each the years presented in the table, as calculated in accordance with SEC regulations, was as follows:
   
2022
($)
   
2021
($)
   
2020
($)
 
    
Total compensation in Summary Compensation Table  $2,773,658   $2,444,169   $1,448,058 
    
Minus: aggregate change in pension value  $—   $—    — 
    
Minus: stock awards reported in Summary Compensation Table  $(1,548,900)   $(1,231,952)   $(370,115) 
    
Plus: fair value* at fiscal
year-end
of unvested stock awards granted during covered fiscal year
  $731,351   $1,716,562   $908,136 
    
Plus/Minus: change in fair value* at fiscal
year-end
of unvested stock awards granted in any prior fiscal year
  $(2,833,766)   $5,280,948   $203,729 
    
Plus/Minus: change in fair value at vesting date of stock awards granted in any prior fiscal year  $(2,125,121)   $213,210   $(22,726) 
    
Minus: stock awards forfeited during covered fiscal year   —   $—   $— 
                
Compensation actually paid  $(3,002,778)   $8,422,937   $2,167,082 
*
We used a Monte Carlo simulation to determine the grant date fair value of our 2018 through 2022 equity awards that would vest based on th
e Company’s t
otal shareholder return and revalued those awards as of the end of the year for the interim years during the performance period (as applicable) using the same valuation methodology for purposes of this table. We remeasured the fair value at the end of the applicable performance periods and vesting dates based on the payout resulting from th
e Company’s a
ctual relative TSR and the closing price o
f Company c
ommon stock on the vesting date, as previously disclosed in the Company’s prior proxy statements related the applicable vesting period. The remeasured year end fair value of the April 2018 awards was $25.91 per share as of December 31, 2019, $63.71 per share as of December 31, 2020, $207.09 per share as of December 31, 2021 and $48.62 per share as of December 31, 2022. The remeasured fair value of the May 2018 awards was $29.92 per share as of December 31, 2019, $66.54 per share as of December 31, 2020, $207.09 per share as of December 31, 2021 and $56.01 per share as of December 31, 2022. The remeasured fair value of the 2019 awards was $49.01 as of December 31, 2019, $79.16 per share as of December 31, 2020, and 208.28 as of December 31, 2021. The remeasured fair value of the 2020 awards was $72.68 as of December 31, 2020, $207.64 per share as of December 31, 2021, and $62.90 as of December 31, 2022. The remeasured fair value of the 2021 awards was $161.32 as of December 31, 2021, and $11.58 as of December 31, 2022. The remeasured fair value of the 2022 bank peer group award was $29.20 as of December 31, 2022. The remeasured fair value of the 2022 fintech peer group award was $22.09 as of December 31, 2022.
We used a Black-Scholes valuation to determine the fair value of any unvested 2016-2022 option awards as of December 31, 2019-2022 and to determine the fair value of any shares that vested during 2020-2022 on the applicable vesting date. The remeasured fair value of 2016 option awards was $22.85 per option share as of December 31, 2019 and $8.67 per option share as of the April 1, 2020 vest date. The fair value of our 2017 option awards was $15.77 per option share as of December 31, 2019, $5.03 per option share as of the April 1, 2020 vest date, $25.65 per share as of December 31, 2020, and
42      2023 Proxy Statement
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$56.77 as of the April 1, 2021 vest date. The fair value of our April 2018 option awards was $9.70 per option share as of December 31, 2019, $3.09 per option share as of April 1, 2020 vest date, $18.28 per option share as of December 31, 2020, $45.94 per option share as of the April 1, 2021 vest date, $80.54 per option share as of December 31, 2021, and $54.36 as of the April 1, 2022 vest date. The fair value of our May 2018 option awards was $10.66 per option share as of December 31, 2019, $4.93 per option share as of the May 1, 2020 vest date, $19.40 per option share as of December 31, 2020, $54.01 per option share as of the May 1, 2021 vest date, $82.66 per option share as of December 31, 2021, and $37.31 as of the May 1, 2022 vest date. The fair value of our 2019 option awards was $15.05 per option share as of December 31, 2019, $6.05 per option share as of the May 1, 2020 vest date, $23.87 per option share as of December 31, 2020, $60.58 per option share as of the May 1, 2021 vest date, $90.10 per option share as of December 31, 2021, $43.57 as of the May 1, 2022 vest date, and $23.22 per option share as of December 31, 2022. The fair value of our 2020 option awards was $27.57 per option share as of December 31, 2020, $65.29 per option share as of the May 1, 2021 vest date, $95.05 per option share as of December 31, 2021, $48.31 per option share as of the May 1, 2022 vest date, and $29.27 per option share as of December 31, 2022. The fair value of our 2021 option awards was $57.59 per option share as of December 31, 2021, $26.90 per option share as of the May 1, 2022 vest date, and $14.16 per option share as of December 31, 2022. The fair value of our 2022 option awards was $20.81 per option share as of December 31, 2022
We remeasured the grant date fair value and the remeasured fiscal
year-end
fair value of the 2019 equity awards subject to cumulative EPS performance conditions based on the probable outcome of the performance conditions as of the grant date or the last day of the fiscal year and the closing price of Company common stock on the last trading day of the year. We remeasured the fair value of such awards as of the end of the performance period based on the approved vested payout resulting from the Company’s actual performance and the closing price of the Company’s common stock on such date. The estimated payout of the portion of the 2019 awards based on cumulative EPS was 0% at December 31, 2020 and 112.5% as of December 31, 2021. The award vested 142% of target based on the Company’s cumulative earnings per share through the December 31, 2022 end of the performance period. The closing trading price of our common stock on the Nasdaq Global Select market was $38.02 as of December 31, 2019, $48.55 as of December 31, 2020, $119.08 as of December 31, 2021 and $48.87 as of December 31, 2022.
We remeasured the fair value of unvested restricted stock or restricted stock units that were subject to time based vesting from our 2016-2022 restricted stock or restricted stock unit awards as December 31, 2019-2022 using the closing price of our common stock on the last trading day of the year. The closing trading price of our common stock on the Nasdaq Global Select market was $38.02 as of December 31, 2019, $48.55 as of December 31, 2020, $119.08 as of December 31, 2021 and $48.87 as of December 31, 2022. The portion of any awards vesting during 2020-2022 were valued at the closing price of our common stock on the day of vesting as previously disclosed in the Company’s prior proxy statements related the applicable vesting period.    
(2) The other NEOs for each of the years presented in the table were as follows: for 2022, W. Bradley Voss, Edward J. Schreyer, Gail Lehmann, Todd Ritterbusch and Geoffrey P. Brenner; for 2021: W. Bradley Voss, Gail Lehmann, Adam D. Nelson, Todd Ritterbusch and R. Bryce Fowler; for 2020: W. Bradley Voss, Gail Lehmann, Adam D. Nelson and Todd Ritterbusch. Compensation actually paid to such other NEOs for each the years presented in the table, as calculated in accordance with SEC regulations, was as follows:
   
2022
($)
   
2021
($)
   
2020
($)
 
    
Total compensation in Summary Compensation Table  $1,335,632   $742,621   $710,422 
    
Minus: aggregate change in pension value  $—   $—    — 
    
Minus: stock awards reported in Summary Compensation Table  $(507,859)   $(216,783)   $(185,346) 
    
Plus: fair value* at fiscal
year-end
of unvested stock awards granted during covered fiscal year
  $195,655   $325,645   $454,772 
    
Plus/Minus: change in fair value* at fiscal
year-end
of unvested stock awards granted in any prior fiscal year
  $(1,657,082)   $2,284,988   $88,231 
    
Plus/Minus: change in fair value at vesting date of stock awards granted in any prior fiscal year  $(954,373)   $83,749   $(11,339) 
    
Minus
: stock award
s forfeited during covered fiscal year
  $(388,344)   $—   $— 
                
Compensation actually paid  $(1,976,371)   $3,220,220   $1,056,740 
*
See Note 1 above for information on the remeasurement of fair value of stock awards at fiscal
year-end
and vesting dates.
(3) Cumulative total shareholder return (TSR) assumes an initial investment of $100 as of the market close on December 31, 2019 in our common stock and in the common stock of companies within our peer group. TSR for our common stock was 27.70% in 2020, 145.27% in 2021 and (58.96)% in 2022, for a cumulative three-year TSR of 28.54%. A $100 investment in our common stock on December 31, 2019 would be valued at $128.54 as of December 31, 2022, which outperformed our peers. The peer group used for this purpose is the Nasdaq Bank Index.
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2023 Proxy Statement      43
Table of Contents
Financial Performance Measures
The following table lists the most important financial measures used by us to link compensation actually paid to our named executive officers for 2022 to Company Performance.
Relative Total Shareholder Return
Fully-Diluted Earnings Per Share
TriumphPay Payment Volume
TriumphPay
On-Boarded
Factor Integration Market Share
For an explanation as to how these financial performance measures were used to determine 2022 pay for our chief executive officer and other named executive officers, see “Compensation Discussion and An
alysi
s – 2022 Executive Compensation Program and Pay Decisions” on page
26
.
Relationship between Pay and Financial Performance
The charts below describe the relationship between compensation actually paid to our chief executive officer and other NEOs (as calculated above) and our financial and stock performance. Generally, compensation actually paid is directionally aligned with our cumulative TSR, Net Income and Fully Diluted Earnings per Share.
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44      2023 Proxy Statement
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2023 Proxy Statement      45

CEO Pay Ratio

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of the SEC’s Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our CEO. The CEO to median employee pay ratio included in this disclosure is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. Given the different methodologies that various public companies will use to determine an estimate of their pay ratio, the estimated ratio reported below should not be used as a basis for comparison between companies.

We identified the median employee from a list of all employees (full-time and part-time) employed as of December 31, 2022. We determined the median employee based on each employee’s annual cash earnings (consisting of salaries, bonuses and commissions), and annualizing earnings for employees who were not employed for a full year in 2022. After determining the median employee, we calculated the CEO’s and the median employee’s 2022 total compensation in the same extentmanner as other executives of the Company.

Either the Company or the executive may terminate the executive’s employment prior to the expiration of the then-current term in accordance with the terms and conditions of the employment agreement, and if such termination of employment is by the Company without “cause” (as definedCEO’s compensation provided in the agreement) or bysummary compensation table. Based on the executive for “good reason” (as defined inforegoing, the agreement) (a “qualifying termination”), then the executive shall be entitled to receive, subject to execution andnon-revocation of a release of claims in favor of the Company, cash severance in the amount of 1.5 times base salary for Mr. Graft, 1.25 times base salary for Mr. Fowler, and 1.0 times base salary for each of Ms. Lehmann, Mr. Nelson and Mr. Karas, as well as, in each case, healthcare coverage continuation for a period of 18 months. However, if the qualifying termination occurs within 24 months following a change in control, then the cash severance amountCEO’s 2022 annual total compensation is increased to a multiple of base salary plus the trailing3-year average bonus (3.0 times for Mr. Graft, 2.5 times for Mr. Fowler and 2.0 times for each of Ms. Lehmann, Mr. Nelson and Mr. Karas)$2,773,658 and the healthcare coverage continuation periodmedian annual total compensation of all employees (except for the CEO) is increased$57,726, resulting in a CEO pay ratio of approximately 48.0 to 36 months for Mr. Graft and Mr. Fowler and 24 months for Ms. Lehmann, Mr. Nelson and Mr. Karas.

The employment agreements contain a better netafter-tax cutback provision in respect of the excise tax imposed under Sections 280G and 4999 of the tax code, pursuant to which the executive’s change in control- related payments and benefits will be reduced to the extent necessary to prevent any portion of such payments and benefits from becoming subject to the excise tax, but only if, by reason of that reduction, the netafter-tax benefit received by the executive exceeds the netafter-tax benefit that the executive would receive if no reduction was made.

The employment agreements also contain certain restrictive covenants, including a perpetual confidentiality covenant, andnon-compete, employee, client, and investornon-solicit, and businessnon-interference covenants that apply during employment and for theone-year period immediately following termination of employment for any reason.1.

 

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DIRECTOR COMPENSATION FOR FISCAL 2022

20172022 Director Compensation

In connection with their service on our Board of Directors in 2017,2022, we compensated ournon-employee directors through (i) an annuala combination of stock awards and cash board retainer of $25,000, plus an additional $5,000 for our Chairman of the Board, and (ii) stock grants issued under our 2014 Omnibus Incentive Plan for 971 shares (resulting in a grant date fair value of $24,993), plus an additional 193 shares (resulting in a grant date fair value of $4,968) issuedretainers related to our Chairman of the Board. Such shares were fully vestedtheir service or chairmanship on the date of grant.

In addition, we paid (i) the members of our Audit Committee an annual cash retainer of $12,500, plus an additional $25,000 to our Audit Committee chair, (ii) the members of our Risk Committee an annual cash retainer of $3,000, plus an additional $9,000 to our Risk Committee chair, (iii) the members of our Compensation Committee an annual cash retainer of $2,000, plus an additional $10,000 to our Compensation Committee chair,board and (iv) the members of our Nominating and Corporate Governance Committee an annual cash retainer of $2,000, plus an additional $4,000 to our Nominating and Corporate Governance Committee chair.

All cash retainers are paid quarterly (i.e.one-fourth of the annual retainer is paid to each director on the first day of each of our fiscal quarters or as soon as practicable thereafter).

board committee. In addition, those of our directors who also served on the board of directorsor board committees of TBK Bank, SSB or its subsidiaries also received compensation for such service consistingthrough a combination of an annualstock awards and cash retainerretainers. Director fees are approved by our Nominating and Corporate Governance Committee after a review process including consideration of $20,000competitive peer group benchmarking data. Our director fees for service2022 are outlined in the table below.

    CHAIR ($)     MEMBER ($) 

Triumph Financial, Inc. Board and Committees

   CASH    STOCK     CASH    STOCK 

Board

  $50,000   $90,000 (1)    $35,000   $70,000 (1) 

Audit Committee

  $37,500    —    $12,500    — 

Compensation Committee

  $12,000    —    $3,000    — 

Nominating & Corporate Governance Committee

  $12,000    —    $3,000    — 

Risk Management Committee

  $12,000    —    $3,000    — 

TBK Bank, SSB Board and Committees

         

Board

  $20,625   $33,625 (1)    $16,500   $26,500 (1) 

Executive Loan Committee

  $16,500    —    $14,850    — 

ALCO Committee

  $5,775    —    $3,300    — 

Triumph Financial Services/Triumph Insurance Group

         

Board

   —       —          $10,000      $20,000 (1) 

(1)

Target award value issued one half on February 1, 2022 and one half on July 1, 2022.

All stock awards were fully vested on the boarddate of such bank, an additional annual cash retainer of $5,000 for service as chairman of the board, and additionalgrant. All cash retainers (with the exception of cash fees for service on committees ($9,000 for beingTriumph Financial Services/Triumph Insurance Group, which are paid in a member of the Executive Loan Committee, an additional $1,000 for being an Executive Loan Committee chair, $2,000 for being a member of the ALCO Committee and an additional $1,500 for being an ALCO Committee chair). All annual cash retainerssingle lump sum) are paid quarterly (i.e.one-fourth of the total annual retainer is paid to each director on the first day ofduring each of our fiscal quarters or as soon as practicable thereafter)quarters). Those of our directors who also served on the board of Triumph Business Capital received an annual retainer of $5,000 for such service.

 

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2023 Proxy Statement      47

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DIRECTOR COMPENSATION FOR FISCAL 2017

The following table sets forth compensation paid, earned or awarded during 20172022 to each of our directors. The table also includes compensation earned by each director that is attributable to such director’s service on the Board of Directors or Committees of TBK Bank, SSB or its subsidiaries, as applicable.

 

Name

  Fees Earned or
Paid in Cash
($)		   Stock
Awards
($)(1)		   All Other
Compensation
($)(2)		   Total
Compensation
($)		   

Fees Earned or

Paid in Cash

($)

   

Stock Awards

($) (1)

   

All Other

Compensation

($) (2)

   

 Total 

 Compensation 

 ($) 

 

Charles A. Anderson

   31,500    24,993    —      56,493    50,000    69,903    2,625    122,528 

Richard Davis

   29,000    24,993    —      53,993 

Robert Dobrient

   30,000    24,993    5,000    59,993 

Harrison B. Barnes

   38,000    69,903    —    107,903 

Debra A. Bradford

   50,500    69,903    —    120,403 

Richard L. Davis

   41,000    69,903    —    110,903 

Davis Deadman

     26,478    154,650    181,128 

Laura K. Easley

   50,000    89,787    10,000    149,787 

Aaron P. Graft

   —      —      —      —      —    —    —    — 

Douglas M. Kratz

   37,000    24,993    29,000    90,993 

Maribess L. Miller

   43,500    24,993    —      68,493    59,500    69,903    7,106    136,509 

Derek R. McClain(3)

   30,625    12,497    —      43,122 

Frederick Perpall

   27,000    24,993    —      51,993 

Michael P. Rafferty

   65,500    24,993    —      90,493    75,500    69,903    —    145,403 

Carlos M. Sepulveda, Jr.

   30,000    29,961    34,000    93,961    50,000    141,854    45,475    237,329 

C. Todd Sparks

   28,125    24,993    32,500    85,618    47,500    96,381    37,125    181,006 

Justin N. Trail

   27,000    24,993    5,000    56,993 

 

(1)(1)

The grant date fair value of each award is based on the number of shares granted and the NASDAQ closing price of our common stock on the grant date of January 31, 2017 in which we granted 462 shares of common stock to eachnon-employee director and on the grant date of July 1, 2017 in which we granted 509 shares of common stock to eachnon-employee director.grant.

(2)(2)

Reflects cash retainers received for service on the boards of directors and board committees of our subsidiary banks.

(3)TBK Bank, SSB and its subsidiaries plus medical wellness reimbursements of $2,625 to Mr. McClain did not standAnderson and $7,106 to Ms. Miller, as well as employment compensation forre-election at Mr. Deadman for 2022 in the Company’s 2017 Annual Meetingamount of Stockholders. As such, his compensation waspro-rated through$120,000. Mr. Deadman’s employment with the date of the meeting, May 4, 2017.Company ended in 2022.

 

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SECTION 16(a)16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our directors and executive officers and any persons who own more than 10% of our Common Stock to file reports with the SEC with respect to their ownership of Common Stock. Directors, executive officers and persons owning more than 10% of our Common Stock are required to furnish us with copies of all Section 16(a) reports they file.

Based solely on our review of the copies of such reports received by us and any written representations from reporting persons that no other reports were required of those persons, we believe that during 20172021 all such reports required to be filed by our directors and executive officers were filed in a timely manner under Section 16(a), with the exception of the following:

On April 28, 2017, a trust account of which Director Todd Sparks’ spouse is a Trustee purchased 300 shares of Common Stock. Mr. Sparks was not made aware of the transaction until after the filing deadline and notified the Company’s General Counsel upon learning of the transaction. A Form 5 was filed on behalf of Mr. Sparks on February 14, 2018 to report the transaction.

In connection with the April 1, 2017 awards of restricted stock and options to Messrs. Graft, Fowler, Nelson, Karas and Ms. Lehmann, and the forfeiture by such individuals of previously granted shares of restricted stock that vested on such date to satisfy federal income tax withholding, a system processing error prevented the filing of the applicable Form 4s on April 4, 2017. Upon resolving the error, the Form 4s for each of the respective reporting persons was filed on April 5, 2017..

 

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Review and Approval of Transactions with Related Persons

Transactions by the Company or our subsidiaries with related parties are subject to a formal written policy, as well as regulatory requirements and restrictions. These requirements and restrictions include Sections 23A and 23B of the Federal Reserve Act (which govern certain transactions by our bank subsidiaries with their respective affiliates) and the Federal Reserve’s Regulation O (which governs certain loans by our bank subsidiaries to their respective executive officers, directors and principal stockholders). We have adopted policies to comply with these regulatory requirements and restrictions.

In addition, our Board of Directors has adopted a written policy governing the approval of related party transactions that complies with all applicable requirements of the SEC and NASDAQ concerning related party transactions. Related party transactions are transactions in which we are a participant, the amount involved exceeds $120,000 and a related party has or will have a direct or indirect material interest. Related parties of the Company include directors (including nominees for election as directors), executive officers, 5% stockholders and the immediate family members of these persons. Our General Counsel, in consultation with management and outside counsel, as appropriate, will review potential related party transactions to determine if they are subject to the policy. If so, the transaction will be referred to the Nominating and Corporate Governance Committee for approval. In determining whether to approve a related party transaction, the Nominating and Corporate Governance Committee will consider, among other factors, the fairness of the proposed transaction, the direct or indirect nature of the related party’s interest in the transaction, the appearance of improper conflicts of interest for any director or executive officer taking into account the size of the transaction and the financial position of the related party, whether the transaction would impair an outside director’s independence, the acceptability of the transaction to our regulators and the potential violations of other corporate policies. Our Related Party Transactions Policy is available on our website atwww.triumphbancorp.comwww.tfin.com, as an annex to our Corporate Governance Guidelines.

Registration RightsJordan Graft Employment and Consulting Arrangements

On December 12, 2012, we issued a warrant to Triumph Consolidated Cos., LLC (“TCC”) for the purchase of 259,067 shares of our Common Stock (the “TCC Warrant”). The TCC Warrant provides TCC with certain registration rights if we propose to register any of our capital stock in a public offering. TCC will have “piggy- back” registration rights that permit it to have shares of our Common Stock owned by it included in a registration statement, upon written notice to us within the prescribed time limit. We are not required to include these securities in any underwriting of shares, unless TCC accepts the terms of the underwriting agreed upon betweenIn March 2018, the Company and its underwriters and in the quantity as the underwriters determine in their sole discretion. TCC waived all of its registration rights under the TCC Warrant in connection with our initial public offering and our underwritten public offering completed on August 1, 2017. On August 2, 2017, TCC exercised the TCC Warrant in full in connection with its planned liquidation and winding up. In connection therewith, the TCC Warrant was amended by TCC and the Company to permit exercise on a “net exercise” basis.

Trinitas Capital Management, LLC

Trinitas Capital Management, LLC (“Trinitas”) is an independent Collateralized Loan Obligation (“CLO”) asset manager formed in 2015. During 2017, certain of the Company’s officers and other personnel served as officers or managers of Trinitas and certain members of the Company’s board of directors also hold minority membership interests in Trinitas. The Company does not hold any membership interests in Trinitas.

The Company’s former subsidiary, Triumph Capital Advisors, LLC, (“TCA”) provides certain middle and back office services to Trinitas as the asset manager of various CLO funds issued by Trinitas. On March 31, 2017, the Company sold 100% of its membership interests in TCA. For the year ended December 31, 2017 and 2016, the Company (through its interest in TCA) earned fees from Trinitas totaling $521,000 and $907,000,

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respectively. No asset management fees were earned by the Company (through its interest in TCA) from Trinitas for the year ended December 31, 2015. As a result of the TCA sale, as of March 31, 2017, the Company no longer acts as a staffing and services provider for Trinitas. The Company holds investments in the subordinated notes of Trinitas IV, Trinitas V, and Trinitas VI, CLOs managed by Trinitas, with a carrying amount of $8,557,000 and $3,380,000 at December 31, 2017 and 2016, respectively.

TBK Bank Sports Complex Naming Rights Agreement

Director Doug Kratz is owner and principal of The BettPlex LLC, an entity that is developing amulti-use youth athletic complex in Bettendorf, IA. The Company’s subsidiary bank, TBK Bank, SSB, has made a Regulation O loan to The BettPlex LLC in connection with the development and financing of this facility. In addition, in December 2017, the Company entered into an agreement with The BettPlex LLC to become the naming rights sponsor of the facility, which will be known as the “TBK Bank Sports Complex.” The naming rights agreement provides that TBK Bank will retain these rights for a term of seven years and will pay an annual fee of $250,000 per year in years one through five and $275,000 per year in years six and seven. No payments were made under this agreement in 2017. The Company anticipates making the initial payments under this Agreement in 2018, which commence upon the opening of the facility. The naming rights agreement was approved by our Nominating and Corporate Governance Committee which, in addition to the factors set forth above, reviewed and considered applicable naming rights arrangements for similar facilities in the same region as this facility.

Cratebind LLC Consulting Arrangement

Triumph Business Capital, a wholly-owned subsidiary of TBK Bank, SSB, has engaged Cratebind LLC (“Cratebind”) to provide certain software consulting services, in particular as related to the development of its TriumphPay and blockchain payments technologies as a compliment to its traditional factoring operations. Jordanhired Mr. (Jordan) Graft, the brother of Chief Executive Officer Aaron Graft, is a principal of Cratebind LLC. Payments for work performed by Cratebind in respect of the Company’s 2017 fiscal year totaled $138,334. In addition, Triumph Business Capital made payments to Cratebind of $80,431 in respect of its 2016 fiscal year. The Cratebind arrangement was approved by our Nominating and Corporate Governance Committee, which in addition to the factors described above considered the unique skills of the Cratebind personnel (including Jordan Graft) with respect to blockchain and payments applications, and the fees to be charged as part of the engagement compared to other software consulting firms engaged by the Company for other projects.    In March 2018, the Company made the determination to hire Jordan Graft in a full time capacity to continue to oversee the Company’s development of blockchain and payments technology. This hiring, and the terms oftechnologies, including its TriumphPay platform. Mr. (Jordan) Graft’s role and anticipated compensation which includeincluded a prorated base salary of $250,000,$437,000 for 2021 and $425,000 for 2020, as well as participation in annual equity awards equal to 35% of his base salary, and participation in ancash incentive compensation pool to be based on the performanceprograms commensurate with other senior executive leaders in charge of Mr. (Jordan) Graft’s business unitunits (with the allocation ofpayments under such pool to beprograms approved by our Compensation Committee).

In 2021, the Compensation Committee approved an equity award for Mr. (Jordan) Graft of 41,594 shares of time vested restricted common stock that would vest one-fourth on each of the first four anniversaries of the date of grant. This award was made pursuant a broader equity award program aimed at rewarding, incentivizing and retaining key members of the TriumphPay team. In 2020, the Compensation Committee approved an incentive bonus of $580,000 for Mr. (Jordan Graft), wereto be paid 70% in cash and 30% in restricted stock.

During 2021, Mr. (Jordan) Graft became a consultant to the Company in the role of strategic advisor to TriumphPay. In connection therewith Mr. (Jordan) Graft ceased his employment relationship with the Company and has entered into a consulting agreement with the Company whereby Mr. Graft will provide services related to the Company’s TriumphPay payments platform, including guiding product strategy, technical support for product development and interfaces to the platform, supporting the business development teams to include strategic partnerships as well as relationships with freight brokers and shippers, and providing strategic advice and support for TriumphPay’s entry into the shipper market. The consulting agreement has an initial term ending December 31, 2025. Pursuant to the Consulting Agreement, Mr. (Jordan) Graft will be paid a consulting fee equal to 3,750 shares of Company common stock for each of the 2022-2025 fiscal years of the Company. Mr. (Jordan) Graft’s consulting services will count as continued service to the Company for purposes of previously issued equity awards to Mr. Graft.

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Mr. (Jordan) Graft’s employment and consulting arrangements have been reviewed and approved by each of the Company’s Compensation and Nominating and Corporate Governance Committees.

HPI Corporate Services LLC Brokerage Engagements

The Company has engaged HPI Corporate Services LLC to provide tenant advisory services in connection with certain real estate leasing transactions entered into by the Company and its subsidiaries, including the expansion and extension of our corporate headquarters office lease and the Company.lease for the main office of Triumph Financial Services LLC, our factoring subsidiary. Richard Anderson, brother of Director Charles Anderson, is a minority investor in HPI Corporate Services LLC. The total amount of brokerage fees, net of commissions rebated to the Company per the terms of such brokerage arrangements, paid by the landlords for such transactions to HPI Corporate Services, LLC as of the date of this proxy totals $268,155.64. All of such fees were paid during the Company’s 2018for our 2022 and 2021 fiscal year to date.totaled $100,832 and $504,114, respectively. Our Nominating and Corporate Governance Committee approved (with Director Anderson abstaining) the engagement of HPI Corporate Services LLC for such transactions after considering, among other factors, the rates payable for such brokerage engagement compared to similar industry transactions and the expertise of HPI Corporate Services LLC in corporate real estate transactions.

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OrdinaryLoan, Banking and Other Employment Relationships

Certain of our officers, directors and 5% stockholders, as well as their immediate family members and affiliates, are customers of, or have or have had transactions with, our bank subsidiaries or the Company in the ordinary course of business. These transactions include deposits, loans, wealth management products and other financial services related transactions. Related party transactions are made in the ordinary course of business, on substantially the same terms, including interest rates and collateral (where applicable), as those prevailing at the time for comparable transactions with persons not related to us and do not involve more than normal risk of collectability or present other features unfavorable to us. No related party loans were categorized as nonaccrual, past due, restructured or potential problem loans as of the date of this proxy. We expect to continue to enter into transactions in the ordinary course of business on similar terms with our officers, directors and 5% stockholders, as well as their immediate family members and affiliates. No related party loans were categorized as nonaccrual, past due, restructured or potential problem loans as of the date of this proxy statement.

The son-in-law of Director Richard Davis worked as a commercial lender at the Company’s wholly-owned banking subsidiary, TBK Bank, SSB, and received employment compensation in such role consistent with other similarly situated commercial lenders for the bank. During the 2020, 2021, and 2022 fiscal years of the Company, such compensation exceeded $120,000 per year. Mr. Davis’s son-in-law’s employment with TBK Bank, SSB ceased in 2022.

 

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The tables set forth below containscontain information regarding the amount and percent of shares of Common Stock that as of March 12, 2018February 27, 2023 are deemed under the rules of the SEC to be “beneficially owned” by each member of our Board of Directors, by each nominee for election to our Board of Directors, by each of our executive officers, by all of our directors and executive officers as a group, and by any person or “group” (as that term is used in the Exchange Act) known to us to be a “beneficial owner” of more than 5% of the outstanding shares of Common Stock as of that date. The information concerning the beneficial ownership of our directors and officers is based solely on information provided by those individuals. Unless otherwise stated, the beneficial owner has sole voting and investment power over the listed Common Stock or shares such power with his or her spouse. As of March 12, 2018,February 27, 2023, there were 20,825,93723,318,730 shares of Common Stock outstanding.

Unless otherwise noted, the address for each stockholder listed on the tabletables below is: c/o Triumph Bancorp,Financial, Inc., 12700 Park Central Drive, Suite 1700, Dallas, Texas 75251.

 

   As of March 12, 2018 
   Number of
Shares		   Percent of
Class		 
Name of Beneficial Owner
Greater than 5% stockholders		    

Wellington Management Group, LLP(1)

   1,852,783    8.9% 

RMB Capital Holdings, LLC(2)

   1,831,095    8.8% 
    As of February 27, 2023  

Name of Beneficial Owner

Greater than 5% stockholders

  

Number of

Shares of
Common
Stock

   

Percent of

Class of
Common
Stock

 

BlackRock, Inc. (1)

   3,592,564    15.4% 

The Vanguard Group (2)

   2,071,051    8.9% 

Luxor Capital Group (3)

   1,888,364    8.1% 

State Street Corporation (4)

   1,237,342    5.3% 

 

(1)(1)

Consists of 1,852,7833,592,564 shares of Common Stock beneficially owned of record by clients of one or more investment advisers directly or indirectly owned by Wellington Management Group, LLP.BlackRock, Inc. Based solely on information set forth in a Schedule 13G13G/A filed by such persons on February 8, 2018.January 23, 2023. The address of such persons is c/o Wellington Management Company, LLP, 280 CongressBlackRock, Inc., 55 East 52nd Street, Boston, MA 02210.New York, NY 10055.

(2)(2)

Consists of 1,831,0952,071,051 shares of Common Stock beneficially owned of record by clients of one or more investment advisers directly or indirectly owned by RMB Capital Holdings, LLC.The Vanguard Group. Based solely on information set forth in a Schedule 13G filed by such persons on February 13, 2018.9, 2023. The address of such persons is RMBThe Vanguard Group, 100 Vanguard Blvd., Malvern, PA 19355.

(3)

Consists of 1,968,108 shares of Common Stock beneficially owned of record by Luxor Capital Partners, LP (“Onshore Fund”), Luxor Capital Partners Offshore Master Fund, LP (“Offshore Master Fund”), Luxor Capital Partners Offshore, Ltd. (“Offshore Feeder Fund”), Lugard Road Capital Master Funds, LP (“Lugard Master Fund”), Luxor Wavefront, LP (“Wavefront Fund”), Luxor Gibraltar, LP – Series I (“Gibraltar Fund”) LCG Holdings, LLC 115 LaSalle(“LCG Holdings”), Lugard Road Capital GP, LLC (“Lugard GP”), Luxor Capital Group, LP (“Luxor Capital Group”), Luxor Management, LLC (“Luxor Management”), Jonathan Greene (“Mr. Greene”) and Christian Leone (“Mr. Leone”). Based solely on information set forth in a Schedule 13G/A filed by such persons on February 14, 2023. The principal business address of each of Onshore Fund, Wavefront Fund, Gibraltar Fund, Luxor Capital Group, Luxor Management, Lugard GP, LCG Holdings, Mr. Greene and Mr. Leone is 1114 Avenue of the Americas, 28th Floor, New York, New York 10036. The principal business address of each of Offshore Master Fund, Offshore Feeder Funds and Lugard Master Fund is c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1004, Cayman Islands.

(4)

Consists of 1,237,342 shares of Common Stock beneficially owned of record by State Street 34th Floor, Chicago, IL 60603.Corporation, SSGA Funds Management, Inc., State Street Global Advisors Europe Limited, State Street Global Advisors Limited, State Street Global Advisors Trust Company, and State Street Global Advisors, Australia, Limited. Based solely on information set forth in a Schedule 13G/A filed by such persons on February 3, 2023. The address of such persons is State Street Financial Center, One Lincoln Street, Boston, MA 02111.

 

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NAMED EXECUTIVE
OFFICERS, DIRECTORS
AND NOMINEES

 SHARES
DIRECTLY OR
INDIRECTLY
OWNED		  SHARES
ISSUABLE
WITHIN
60 DAYS		  SHARES
SUBJECT TO
FUTURE
VESTING
REQUIREMENTS		  STOCK
OPTIONS
EXERCISABLE
WITHIN
60 DAYS		  TOTAL SHARES
BENEFICIALLY
OWNED		  PERCENT
OF
CLASS		 

Carlos M. Sepulveda, Jr.

  610,240   —     617   —     610,857   2.93% 

Aaron P. Graft

  467,352(1)   —     10,764   11,187   489,303   2.35% 

C. Todd Sparks

  343,812(2)   —     495   —     344,307   1.65% 

Douglas M. Kratz

  150,260   141,057(3)   495   —     291,812   1.39% 

Richard L. Davis

  223,421(4)   —     495   —     223,916   1.08% 

Charles Anderson

  170,620   —     495   —     171,115   * 

Robert Dobrient

  61,934(5)   —     495   —     62,429   * 

R. Bryce Fowler

  48,000   —     6,253   6,675   60,928   * 

Daniel J. Karas

  8,199   —     5,712   7,128   21,039   * 

Gail Lehmann

  22,465   —     4,605   4,869   31,939   * 

Maribess Miller

  22,656(6)   —     495   —     23,151   * 

Adam D. Nelson

  18,299   —     5,017   6,524   29,840   * 

Frederick Perpall

  1,897   —     —     —     1,897   * 

Michael P. Rafferty

  24,590   —     495   —     25,085   * 

Justin Trail

  99,539(7)   —     495   —     100,034   * 

All directors and executive officers, as a group (15 persons)

      2,487,652   9.40% 

Named Executive

Officers and Directors

 

Shares of
Common
Stock

Directly or

Indirectly

Owned

  

Shares
of
Common
Stock

Issuable

Within

60 Days

  

Shares of
Common
Stock

Subject to

Future

Vesting

Requirements

  

Stock

Options of
Common
Stock

Exercisable

Within

60 Days

  

Total

Shares of
Common
Stock

Beneficially

Owned

  

Percent

of

Shares
of
Common
Stock

  Depository
Shares of
Series C
Preferred
Stock (4)		  Percentage
of
Depository
Shares of
Series C
Preferred
Stock		 

Carlos M. Sepulveda, Jr.

  403,510   —   —   —   403,510   1.73%   —   — 

Aaron P. Graft

  221,366(1)   —   4,698   33,899   259,963   1.11%   —   — 

Richard L. Davis

  208,769(2)   —   —   —   208,769   *   20,000   1.11% 

C. Todd Sparks

  204,134(3)   —   —   —   204,134   *   —   — 

Charles A. Anderson

  130,581   —   —   —   130,581   *   —   — 

Edward J. Schreyer

  12,462   —   49,616   —   62,078    

Gail Lehmann

  40,480   —   1,700   11,532   53,712   *   —   — 

Michael P. Rafferty

  35,360   —   —   —   35,360   *   8,000   * 

Adam D. Nelson

  23,905   —   1,521   23,714   49,140   *   —   — 

Maribess L. Miller

  18,276   —   —   —   18,276   *   —   — 

Harrison B. Barnes

  24,133   —   —   —   24,133   *   —   — 

Todd Ritterbusch

  16,029   —   2,858   1,809   20,696   *   20,000   1.11% 

W. Bradley Voss

  12,032   —   1,365   1,487   14,884   *   —   — 

Laura K. Easley

  7,013   —   —   —   7,013   *   —   — 

Davis Deadman

  6,632   —   —   —   6,632   *   20,000   1.11% 

Debra A. Bradford

  6,436   —   —   —   6,436   *   —   — 

Melissa Forman-Barenblit

  3,232   —   2,702   —   5,934   *   —   — 
     

 

 

  

 

 

  

 

 

  

 

 

 

All directors and executive officers, as a group (17 persons)

 

  1,511,251   6.46%   68,000   3.78% 

 

*

Indicates less than 1%

(1)(1)

Excludes 3,315 shares of Common Stock held by Mr. Graft’s wife, Kimberly Graft through Goldman Sachs FBO Kimberly Graft Roth IRA. 90,000165,000 shares of stock held by Mr. Graft have been pledged to VeritexJPMorgan Chase Bank, N.A. and 60,000 shares that have been pledged to Bank of the West in connection with a personal loan facilitiesfacility entered into by Mr. Graft.

(2)Mr. Sparks exercises voting and dispositive control over an aggregate of 299,690 shares of Common Stock held by SBS Equity, LLC, The Sparks Foundations, Inc., a 501(c)3 organization, Sparco Market Fund and shares held indirectly through Mr. Spark’s spouse, as trustee of the Katherine A. Bolwing Trust I. Mr. Sparks disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
(3)(2)Consists of shares of Common Stock Mr. Kratz has the right to acquire within 60 days through the conversion of 20,325 shares of our Series B Preferred Stock currently held by Mr. Kratz.
(4)

Includes (i) 75,97974,079 shares indirectly owned as trustee of the Sheree Davis 2006 Children’s Trust, (ii) 75,97974,079 shares indirectly owned as trustee of the Richard Davis 2006 Family Trust, and (iii) 2,5696,926 shares indirectly owned as trustee of the Rick and Sheree Davis Family Foundation, a 501(c)3 organization. Mr. Davis disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

(5)Includes shares beneficially owned through E*TRADE Securities LLC, as custodian for Robert Dobrient IRA.
(6)(3)Includes (i) 8,000 shares of Common Stock beneficially owned by Ms. Miller through PTC/Botsford Financial Group FBO Maribess Lehmann Miller IRA, (ii) 1,000 shares of Common Stock beneficially owned through Merrill Lynch FBO Maribess L. Miller SEP IRA, and (iii) 10,050 shares of Common Stock beneficially owned through PTC CUST IRA FBO Maribess Lehmann Miller IRA.
(7)Includes (i) 12,859 shares of Common Stock beneficially owned through Equity Trust Company Custodian FBO Justin Trail Sep IRA, (ii) 455 shares of Common Stock indirectly owned through E*TRADE UTMA/UGMA Accounts FBO

Mr. Trail’s minor children, and (iii) 34,251 shares of Common Stock beneficially owned through JTHT Enterprises, Ltd. Mr. TrailSparks exercises voting and dispositive control over thean aggregate of 160,300 shares of Common Stock held by JTHT Enterprises, Ltd.SBS Equity, LLC, The Sparks Foundations, Inc., a 501(c)3 organization, Sparco Market Fund and by the UTMA/UGMA accounts of his minor children.C. Todd Sparks Family Limited Partnership. Mr. TrailSparks disclaims beneficial ownership of such shares, of Common Stock, except to the extent of his pecuniary interest therein. Excludes 5,013 shares held by Mr. Trail’s wife, Tamera Trail through Equity Trust Company Custodian FBO Tamera Trail IRA.

(4)

Each Depository Share represents a 1/40th interest in a share of the Company’s 7.125% Series C Fixed Rate Non-Cumulative Perpetual Preferred Stock, par value $0.01 per share. As of February 28, 2022, there were 1,800,000 Depository Shares outstanding.

 

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2023 Proxy Statement      53

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PROPOSAL 2: ADVISORY APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION

CORPORATE GOVERNANCE PROPOSALS OVERVIEW (PROPOSALSWith this Proposal 2, AND 3)the Company’s stockholders are being asked to provide advisory approval of the 2023 compensation of the Company’s named executive officers, as it has been described in the “Executive Compensation” section of this Proxy Statement. This proposal, commonly known as a “say on pay” proposal, gives each stockholder the opportunity to endorse or not endorse the Company’s executive pay program. This vote is not intended to address any specific item of compensation, but rather the overall compensation of the named executive officers and the philosophy, policies and practices described in this Proxy Statement. While this vote is advisory and not binding on the Company, it will provide the Company with information regarding investor sentiment about its executive compensation philosophy, policies and practices, which the Compensation Committee will be able to consider when determining executive compensation for the remainder of its 2023 fiscal year and beyond. While the say on pay vote is a formal means for soliciting stockholder feedback, the Company also welcomes the opportunity to engage with stockholders at any time.

After careful consideration,In deciding how to vote on this Proposal, the Board encourages you to read the “Executive Compensation – Compensation Disclosure and Analysis” section of Directors is submitting tothis Proxy Statement and the stockholders for approval proposed amendments totabular and narrative disclosure which follows it. In those sections, we discuss each element of compensation, including base salaries, short-term incentives and long-term incentives. We also discuss our policies and other factors which affect the decisions of our Compensation Committee.

The Company believes that its executive compensation policies and procedures are competitive, focused on pay-for-performance principles, strongly aligned with the long-term interests of the Company’s Second Amendedstockholders and Restated Certificatedesigned to attract and retain the talent needed to drive stockholder value and help the Company meet or exceed its financial and performance targets. The Company also believes that the compensation of Formation (the “Charter”)its named executive officers for 2022 reflected the Company’s financial results for 2022. Accordingly, stockholders are being asked to provide forvote on the phasing outfollowing resolution to be presented at the Annual Meeting:

“RESOLVED, that the holders of the classified structureCommon Stock hereby approve the compensation of our Board of Directorsthe named executive officers as described in this Proxy Statement under the heading “Executive Compensation”, including the Compensation Discussion and Analysis, the adoption of a majoritycompensation tables and related footnotes.”

The vote standard in uncontested director elections, and so that all directors elected afterby the 2018 annual meeting of stockholders will be electeda non-binding, advisory vote, meaning that the voting results will not be binding on an annual basis as described below and set forth onAppendix A to this Proxy Statement (the “Declassification Proposal” and the “Majority Vote Proposal”).

TheCompany, the Compensation Committee or the Board of Directors is committed to good corporate governance, and these proposals result from an ongoing review of corporate governance mattersor overrule or affect any previous action or decision by the Nominating and Corporate GovernanceCompensation Committee (the “Committee”) andor the Board of Directors. In its review,or any compensation previously paid or awarded. However, the Compensation Committee and the Board will take the voting results into account when determining executive compensation matters in the future. Proxies will be voted for the approval of Directors considered the advantagesnamed executive officers’ compensation unless otherwise specified.

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The Board recommends that you vote FOR the approval of the non-binding advisory resolution regarding the compensation of the named executive officers as set forth in this Proxy Statement

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PROPOSAL 3: APPROVAL OF THE THIRD AMENDMENT TO THE TRIUMPH FINANCIAL, INC. 2014 OMNIBUS INCENTIVE PLAN

We are seeking stockholder approval of a third amendment (the “Amendment”) to the Triumph Financial, Inc. 2014 Omnibus Incentive Plan (the “Omnibus Incentive Plan”) that would, among other things, (1) increase the total number of shares of Common Stock available for issuance under the Omnibus Incentive Plan by 450,000 shares, and disadvantages of maintaining(2) to rename the classified board structure and plurality vote standard in lightplan. The Amendment was recommended by the Compensation Committee on March 15, 2023, subject to the approval of the Company’s Stockholders at the Company’s 2023 Annual Meeting of Stockholders.

Background and Purpose of the Proposal

Share Increase. Equity awards granted under the Omnibus Incentive Plan are a key component of our executive compensation program. The Company believes that a meaningful portion of the total compensation for our senior executive officers should be represented by pay-for-performance compensation, in particular long-term performance compensation in the form of equity-based awards, in order to align the interests of our senior executive officers with those of our stockholders and incentivize long-term value creation. We believe that the increase in the number of authorized shares of Common Stock under the Omnibus Incentive Plan, by 450,000 shares, provided by the Amendment will provide enough authorized shares to permit the Company to continue to make equity awards consistent with its current circumstances. Thegrant practices over the next two to three years.

Factors Considered in Setting Size of Requested Share Reserve

In setting the proposed increase in the number of authorized shares of Common Stock under the Omnibus Incentive Plan, the Compensation Committee and the Board considered a number of Directors also consideredfactors. These factors included:

•

The Company’s three-year average burn rate. Our three-year average “burn rate” was 0.99% for fiscal years 2020 through 2022. We define burn rate as the total number of options and full value shares granted to Participants in a fiscal year expressed as a percent of our weighted average shares outstanding. We believe our historical burn rate is reasonable for a company of our size in our industry.

•

Estimated duration of shares available for issuance under the Omnibus Incentive Plan. Based on the requested number of shares to be reserved under the Omnibus Incentive Plan and on our three-year average burn rate as described above, we expect that the requested share reserve will cover Awards for approximately two to three years. We believe the estimated duration of the requested share reserve is reasonable for a company of our size in our industry.

•

Expected dilution. As of December 31, 2022, our estimated existing overhang was 5.1%. We define existing overhang as the sum of the following items expressed as a percentage of our weighted average shares outstanding during 2022: (i) the total number of shares subject to outstanding Awards and (ii) the total number of shares of Common Stock available for future grants under the Omnibus Incentive Plan. Our total overhang as of that same date would be 7.0% based on including the additional 450,000 shares that would be available for issuance under the Omnibus Incentive Plan upon its approval by stockholders. We believe that the expected dilution that will result from the Omnibus Incentive Plan is reasonable for a company of our size in our industry.

Consequences of Failure to Approve the factProposal

If the Amendment is not approved by the Company’s stockholders, then the Omnibus Incentive Plan will continue in effect in its current form and we will continue to grant equity awards under the Omnibus Incentive Plan, in its current form, until the authorized reserve of shares of Common Stock is exhausted, which we estimate will occur within the next year. In addition, we believe that a majorityour ability to operate and successfully create value for our stockholders depends on the efforts of large U.S. public companies with classified boards have eliminated these structures in recent years in favorall of annual director electionsour employees and, continuing trends toward the adoption of majority vote standardstherefore, it is in the uncontested election of directors.

After careful consideration of these issues, and consistent with the recommendation of the Committee, the Board of Directors determined that the Declassification Proposal and the Majority Vote Proposal are in the

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best interests of the Company and itsour stockholders has approved the amendments to our Charter and recommends that stockholders approve and adopt the amendments to the Charter by voting in favor of these proposals.

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PROPOSAL 2: MANAGEMENT PROPOSAL REGARDING THE ANNUAL ELECTION OF DIRECTORS

Article XI. Section Bfor employees of the Charter currently provides thatCompany to have an ownership interest in the BoardCompany. Consequently, 95% of Directors is divided into three classes, with each class serving staggered three-year terms.employee equity award recipients in 2022 were employees other than our NEOs. If the proposed amendmentsAmendment is not approved by the Company’s stockholders, we would be unable to the Charter are approved at this Annual Meeting, directors will be electedcontinue toone-year terms of office starting at the annual meeting of stockholders make grants to be held in 2019. Directors elected at this Annual Meeting will be electedemployees, which may hinder our ability to three-year terms expiring at the annual meeting of stockholders expected to be held in 2021. Directors currently serving terms that expire at the annual meetings of stockholders expected to be held in 2019attract and 2020 will (subject toretain employees and align their earlier resignation or removal) serve the remainder of their respective terms, and thereafter their successors will be elected toone-year terms. From and after the annual meeting of stockholders expected to be held in 2021, all directors will stand for election annually. Directors appointed to fill vacancies will be appointed for terms expiring upon the expirationinterests with our stockholders.

Summary of the term of the director whose placePlan

Set forth below is filled, except that vacancies arising from an increase in the size of the Board of Directors will be appointed for a term expiring at the next annual meeting of stockholders.

Our Charter also currently includes a provision providing that our directors may only be removed by the stockholders for cause. If the stockholders approve the Declassification Proposal, the Charter will be amended to delete this provision, and following the full declassification of the Board of Directors, our stockholders would have a right to remove directors with or without cause in accordance with Texas law.

This description of the proposed amendments to the Charter is only a summary of the amendments andmaterial features of the Omnibus Incentive Plan, including the modifications to such features that would result from the Amendment. This summary is qualified in its entirety by reference to, and should be read in conjunction with, (1) the actualfull text of the Charter as proposedOmnibus Incentive Plan, which is incorporated by reference to be amended. A copy of the proposed amendmentsExhibit 10.10 to the CharterCompany’s Registration Statement on Form S-1, (2) the First Amendment to the Omnibus Incentive Plan, which is incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 16, 2019, (3) the Second Amendment to the Omnibus Incentive Plan, which is incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 27, 2021 and (4) the Amendment, which is attached to this Proxy Statement asAppendix A. (Section D Annex A.

Purpose

The purpose of Article XIthe Omnibus Incentive Plan is to give us a competitive advantage in Appendix A also reflects the Majority Voting Proposalattracting, retaining and will only be adopted in such form if the Majority Voting Proposal is approved.) If adopted, the proposed amendmentsmotivating officers, employees, directors, and/or consultants and to provide us with a means of providing incentives for future performance of services directly linked to the Charter will become effective upon the filingprofitability of a certificate of amendment with the Texas Secretary of State, whichour business and increases in stockholder value.

Administration

The Omnibus Incentive Plan will be done as soon as practicable following the Annual Meeting.

If the stockholders vote to approve the Declassification Proposal, certain conforming changes to the Company’s Second Amended and Restated Bylaws will be necessary. Theadministered by our Board of Directors has approved those amendments, subjector a committee of our Board of Directors as our Board of Directors may from time to time designate, which we refer to as the stockholders voting to approve the Declassification Proposal.

Vote Required

“Committee”. The affirmative voteCompensation Committee of holders of at leasttwo-thirds of the outstanding shares entitled to vote on this matter is required to adopt the Declassification Proposal. Abstentions, brokernon-votes and failures to vote will have the same effect as votes against the proposal.

This proposal is not conditioned upon the approval of any other proposal in this Proxy Statement.If this proposal is not approved, the Board of Directors will continueis currently designated to act as the Committee. Among other things, the Committee has the authority to select individuals to whom awards may be granted, to determine the type of award as well as the number of shares of Common Stock to be classified.

The Boardcovered by each award, and to determine the terms and conditions of Directors unanimously recommends a voteFORany such awards. Subject to certain exceptions in the management proposal to amendOmnibus Incentive Plan, applicable law, and the Charter to declassify the Board of Directors for annual elections.

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PROPOSAL 3: MANAGEMENT PROPOSAL REGARDING MAJORITY VOTING IN UNCONTESTED DIRECTOR ELECTIONS

Article XI. Section Dlisting standards of the Charter currently provides thatapplicable exchange, the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members or persons selected by it.

Eligibility

Generally, current and prospective (to the extent they have accepted an offer of employment or consultancy) directors, officers, employees, and/or consultants to us and any of our directorssubsidiaries and affiliates are electedeligible to a pluralitybe granted awards under the Omnibus Incentive Plan. As of votes cast at a meeting where such director stands for election. IfMarch 6, 2023, the stockholders approve the Majority Vote Proposal, the Charter will be amended to provide that in an uncontested election ofCompany had ten non-employee directors each director will be elected by the affirmative majority of votes cast at a meeting at which a quorum is present. If however, the Secretary of the Company, receives a notice that a stockholder has nominated a person for electiontwo additional non-employee directors of the Company’s subsidiaries, six executive officers, approximately 1,478 employees, and approximately seven consultants.

Shares Subject to the BoardOmnibus Incentive Plan

The Amendment would increase the aggregate number of Directors in compliance withshares of Common Stock available for issuance under the advance notice requirementsOmnibus Incentive Plan from 2,450,000 shares to 2,900,000 shares and would increase the maximum number of shares that may be granted pursuant to options intended to be incentive stock options from 2,450,000 shares to 2,900,000 shares. On March 6, 2023 the closing price as reported on the NASDAQ of a share of Common Stock was $60.61 per share.

The shares of Common Stock subject to grant under the Omnibus Incentive Plan may be made available from authorized and unissued shares, treasury shares or shares purchased on the open market.

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To the extent that any award is forfeited, or any stock option or stock appreciation right (“SAR”) terminates, expires or lapses without being exercised, or any award is settled for stockholder nomineescash, the shares of Common Stock subject to such awards not delivered as a result thereof will again be available for director set forth in our Bylaws and such nomination has not been withdrawnawards under the Omnibus Incentive Plan. If the exercise price of any stock option and/or the tax withholding obligations relating to any award are satisfied by such stockholder on or prior to the 10th day before the applicable stockholder meeting, then the director nominees would be elected by a pluralitydelivering shares of the votes cast. The presence in personCommon Stock (by either actual delivery or by proxyattestation), only the number of a majorityshares of the voting powerCommon Stock issued net of the shares of Common Stock delivered or attested, will be deemed to be granted for purposes of the share limits under the Omnibus Incentive Plan.

The Omnibus Incentive Plan provides that in the event of certain extraordinary corporate transactions or events affecting us, the Committee or our Board of Directors will make such substitutions or adjustments as it deems appropriate and equitable to (1) the aggregate number and kind of shares or other securities reserved for issuance and delivery under the Omnibus Incentive Plan, (2) the various maximum limitations set forth in the Omnibus Incentive Plan, (3) the number and kind of shares or other securities subject to outstanding awards, and (4) the exercise price of outstanding options and SARs. In the case of corporate transactions such as a merger or consolidation, such adjustments may include the cancellation of outstanding awards in exchange for cash or other property or the substitution of other property for the shares subject to outstanding awards.

Awards

The Omnibus Incentive Plan provides for the grant of nonqualified and incentive stock options, SARs, restricted stock awards, restricted stock units, and other awards that may be settled in, or based upon the value of, our Common Stock.

Stock Options and SARs

Stock options granted under the Omnibus Incentive Plan may either be incentive stock options, which are intended to qualify for favorable treatment to the recipient under U.S. federal tax law, or nonqualified stock options, which do not qualify for this favorable tax treatment. SARs granted under the Omnibus Incentive Plan may either be “tandem SARs,” which are granted in conjunction with a stock option, or “free-standing SARs,” which are not granted in tandem with a stock option.

Each grant of stock options or SARs under the Omnibus Incentive Plan will be evidenced by an award agreement that specifies the exercise price, the duration of the award, the number of shares to which the award pertains and such additional limitations, terms and conditions as the Committee may determine, including, in the case of stock options, whether the options are intended to be incentive stock options or nonqualified stock options. The Omnibus Incentive Plan provides that the exercise price of stock options and SARs will be determined by the Committee, but may not be less than 100% of the fair market value of the stock underlying the stock options or SARs on the date of grant. Award holders may pay the exercise price in cash or, if set forth in an applicable award agreement, in Common Stock (valued at its fair market value on the date of exercise), by “cashless exercise” through a broker, or by withholding shares otherwise receivable on exercise. The term of stock options and SARs will be determined by the Committee, but may not exceed ten years from the date of grant. The Committee will determine the vesting and exercise schedule and other terms of stock options and SARs, and the extent to which they will be exercisable after the award holder’s service with the Company terminates.

Restricted Stock

Restricted stock may be granted under the Omnibus Incentive Plan with such restrictions as the Committee may designate. The Committee may provide at the time of grant that the vesting of restricted stock will be contingent upon the achievement of applicable performance goals and/or continued service.

Except for these restrictions and any others imposed under the Omnibus Incentive Plan or by the Committee, upon the grant of restricted stock under the Omnibus Incentive Plan, the recipient will have

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rights of a stockholder with respect to the restricted stock, including the right to vote the restricted stock. The Amendment would add a prohibition on the payment of dividends on shares of unvested restricted stock, other than dividends or dividend equivalents subject to the same time and/or performance-based vesting conditions applicable to the underlying award and paid, if vested, at the same time as the underlying award.

Restricted Stock Units

The Committee may grant restricted stock units payable in cash or shares of Common Stock, conditioned upon continued service and/or the attainment of performance goals (as described below) determined by the Committee. We are not required to set aside a fund for the payment of any restricted stock units and the award agreement for restricted stock units will specify whether, to what extent and on what terms and conditions the applicable participant will be entitled to vote atreceive dividend equivalents with respect to the restricted stock units.

Other Stock-Based Awards

The Committee may grant unrestricted shares of our Common Stock, or other awards denominated in our Common Stock, alone or in tandem with other awards, in such amounts and subject to such terms and conditions as the Committee determines from time to time in its sole discretion as, or in payment of, a meeting will continuebonus, or to provide incentives or recognize special achievements or contributions.

Other Performance Awards

Under the Omnibus Incentive Plan, the Committee may provide that the grant, vesting or settlement of an award granted under the Omnibus Incentive Plan is subject to the attainment of one or more performance goals.

The Committee has the authority to establish any performance objectives to be necessaryachieved during the applicable performance period when granting performance awards.

Termination of Employment

The impact of a termination of employment on an outstanding award granted under the Omnibus Incentive Plan, if any, will be set forth in orderthe applicable award agreement.

Treatment of Outstanding Equity Awards following a Change in Control

The Omnibus Incentive Plan provides that, unless otherwise set forth in an award agreement, in the event of a change in control (as defined in the Omnibus Incentive Plan), (1) any stock option or SAR will become fully exercisable and vested, (2) the restrictions on any restricted stock will lapse and the shares will vest and become transferable, (3) all restricted stock units will be considered earned and payable in full and any restrictions will lapse, and (4) any performance-based awards will be deemed earned and payable in full, with the applicable performance goals to constitute a quorum.

This descriptionbe deemed achieved at the greater of target or actual performance through the date of the proposed amendmentschange in control. The Committee may also make additional adjustments and/or settlements of outstanding equity awards as it deems appropriate and consistent with the purposes of the Omnibus Incentive Plan.

A “change in control” is generally deemed to occur under the Omnibus Incentive Plan upon:

(i)

the acquisition by any individual, entity, or group of “beneficial ownership” (pursuant to the meaning given in Rule 13d-3 under the Exchange Act) of 30% or more of either (a) the outstanding shares of our Common Stock, or (b) the combined voting power of our then outstanding voting securities, with each of clauses (a) and (b) subject to certain customary exceptions;

(ii)

individuals who, as of the date the Omnibus Incentive Plan is adopted, constitute the Board of Directors cease to constitute at least a majority of the Board of Directors, with directors whose

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appointment or election is endorsed by at least a majority of the incumbent directors then on the Board of Directors being considered incumbent directors for this purpose (subject to certain customary exceptions);

(iii)

the consummation of a merger, a sale or other disposition by us of all or substantially all of our assets, or any other business combination of the Company with any other corporation, other than any merger or business combination following which (a) the individuals and entities that were the beneficial owners of our outstanding Common Stock and voting securities immediately prior to such business combination beneficially own more than 50% of the then-outstanding shares of Common Stock and combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors of the entity resulting from such business combination in substantially the same proportions as immediately prior to such business combination, (b) no person beneficially owns 30% or more of the then-outstanding shares of Common Stock of the entity resulting from such business combination or the combined voting power of the then-outstanding voting securities of such entity, and (c) at least a majority of the members of the Board of Directors (or, for a non-corporate entity, equivalent governing body) of the entity resulting from such business combination were members of the Board of Directors at the time the execution of the initial agreement providing for the transaction was approved; or

(iv)

the approval by our stockholders of a complete liquidation or dissolution of the Company.

Amendment and Termination

The Omnibus Incentive Plan may be amended, altered, suspended, discontinued or terminated by our Board of Directors, but no amendment, alteration, suspension, discontinuation or termination may be made if it would materially impair the rights of a participant (or his or her beneficiary) without the participant’s (or beneficiary’s) consent, except for any such amendment required to comply with law. The Omnibus Incentive Plan may not be amended without stockholder approval to the Charterextent such approval is only a summaryrequired to comply with applicable law or the listing standards of the amendmentsapplicable exchange.

New Plan Benefits

Awards under the Omnibus Incentive Plan are made at the discretion of the Committee. Therefore, the benefits or amounts that will be received by or allocated to each NEO, all current executive officers as a group, all directors who are not executive officers as a group, and all employees who are not executive officers as a group, under the Omnibus Incentive Plan if the Amendment is qualified in its entiretyapproved by referencestockholders are not presently determinable.

Federal Income Tax Consequences Relating to Awards Granted pursuant to the actual textOmnibus Incentive Plan

The following discussion summarizes certain federal income tax consequences of awards under the Charter as proposed to be amended. A CopyOmnibus Incentive Plan. This discussion is based on current laws in effect on the date of the proposed amendments to the Charter is attached to this Proxy Statement, which are subject to change (possibly retroactively). The summary does not purport to cover federal employment tax or other federal tax consequences that may be associated with the Omnibus Incentive Plan, nor does it cover state, local or non-U.S. tax consequences. The tax treatment of participants in the Omnibus Incentive Plan may vary depending on each participant’s particular situation and may, therefore, be subject to special rules not discussed below. Participants are advised to consult with a tax advisor concerning the specific tax consequences of participating in the Omnibus Incentive Plan.

Incentive Stock Options

In general, a participant realizes no taxable income upon the grant or exercise of an incentive stock option (“ISO”). However, the exercise of an ISO may result in an alternative minimum tax liability to the participant. With certain exceptions, a disposition of shares purchased under an ISO within two years from the date of grant or within one year after exercise produces ordinary income to the participant (and a

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deduction for us) equal to the fair market value of the shares at the time of exercise less the exercise price. Any additional gain recognized in the disposition is treated as Appendixa capital gain for which we are not entitled to a deduction. If the participant does not dispose of the shares until after the expiration of these one- and two-year holding periods, any gain or loss recognized upon a subsequent sale is treated as a long-term capital gain or loss for which we are not entitled to a deduction.

Nonqualified Stock Options

In general, in the case of a nonqualified stock option, the participant has no taxable income at the time of grant but realizes ordinary income in connection with the exercise of the option in an amount equal to the excess (at the time of exercise) of the fair market value of the shares acquired upon exercise over the exercise price. A corresponding deduction is available to us. Any gain or loss recognized upon a subsequent sale or exchange of the shares is treated as capital gain or loss for which we are not entitled to a deduction.

Restricted Stock

Unless a participant makes an election to accelerate recognition of the income to the date of grant as described below, the participant will not recognize income, and the amendments relatingCompany will not be allowed a tax deduction, at the time a restricted stock award is granted. When the restrictions lapse, the participant will recognize ordinary income equal to the Majority Vote Proposal are contained in Paragraph Dfair market value of Article XIthe Common Stock as of Appendix A.that date, less any amount paid for the stock, and the Company will be allowed a corresponding tax deduction at that time. If adopted, the proposed amendmentsparticipant files an election under Section 83(b) of the Code within 30 days after the date of grant of the restricted stock, the participant will recognize ordinary income as of the date of grant equal to the Charter will become effective uponfair market value of the filingCommon Stock as of a certificate of amendment withthat date, less any amount the Texas Secretary of State, whichparticipant paid for the Common Stock, and the Company will be done as soon as practicable followingallowed a corresponding tax deduction at that time. Any future appreciation in the Annual Meeting.

If the stockholders vote to approve the Majority Vote Proposal, certain conforming changesCommon Stock will be taxable to the Company’s Second Amendedparticipant at capital gains rates. However, if the restricted stock award is later forfeited, the participant will not be able to recover the tax previously paid pursuant to his Section 83(b) election.

Restricted Stock Units

A participant does not recognize income, and Restated Bylawsthe Company will not be allowed a tax deduction, at the time a restricted stock unit is granted. When the restricted stock units vest and are settled for cash or stock, the participant generally will be necessary. The Board of Directors has approved those amendments, subjectrequired to recognize as ordinary income an amount equal to the stockholders voting to approve the Majority Vote Proposal.

Vote Required

The affirmative vote of holders of at leasttwo-thirdsfair market value of the outstanding shares, or the amount of cash, delivered. Any gain or loss recognized upon a subsequent sale or exchange of the stock (if settled in stock) is treated as capital gain or loss for which the Company is not entitled to vote on this matter is required to adopt the Majority Vote Proposal. Abstentions, brokernon-votes and failures to vote will have the same effect as votes against the proposal.

This proposal is not conditioned upon the approval of any other proposal in this Proxy Statement. If this proposal is not approved, directors will continue to be elected by a plurality vote standard.

The Board of Directors unanimously recommends a voteFOR the management proposal to amend the Charter to adopt a majority vote standard for the election of directors in uncontested director elections.deduction.

 

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PROPOSAL 4: RATIFICATION OF SELECTION OF INDEPENDENT

REGISTERED PUBLIC

ACCOUNTING FIRM

Appointment of Independent Registered Public Accounting Firm

The Audit Committee of the Board of Directors has appointed the accounting firm of Crowe Horwath LLP to serve as Triumph’s independent registered public accounting firm for the fiscal year ending December 31, 2018.2023. A proposal to ratify that appointment will be presented at the Annual Meeting. Representatives of Crowe Horwath LLP are expected to be present at the meeting. They will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions from stockholders.

Stockholder ratification of the selection of Crowe Horwath LLP as our independent public accountants is not required by our Bylaws or other applicable legal requirement. However, the Board of Directors is submitting the selection of Crowe Horwath LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee at its discretion may direct the appointment of a different independent accounting firm at any time during the year if it determines that such a change would be in our best interests and our stockholders’ best interests.

Audit andNon-Audit Fees

The following table presentsFor the fiscal years ended December 31, 2022 and 2021, Crowe LLP provided various audit and audit-related services to the Company. Set forth below are the aggregate fees billed for these services:

   2022   2021 

Audit fees

  $1,368,300   $1,317,500 

Audit-related fees

   21,700    21,100 

Tax fees

   14,700    128,500 
  

 

 

   

 

 

 
   $1,404,700   $1,467,100 

Audit fees include aggregate fees billed for professional audit services rendered and expenses of Crowe Horwath LLP for the auditsaudit of ourthe Company’s annual financial statements, for the years ended December 31, 2017, 2016 and 2015, and fees billed for other services rendered and expensesreview of Crowe Horwath LLP during 2017, 2016 and 2015.

   2017

($)		   2016
($)		   2015
($)		 

Audit fees

   831,347    771,497    632,053 

Audit-related fees

   144,950    200,500    122,275 

Tax fees

   199,015    199,630    172,425 
  

 

 

   

 

 

   

 

 

 
   1,175,306    1,171,627    926,753 

Audit fees include fees for financial statement audit services for the purpose of rendering an opinion on the financial statements. Audit fees also include reviews of the financial statements included in our quarterly reportsthe Company’s Quarterly Reports on Form10-Q.10-Q, for the issuance of comfort letters and SEC consents, and for the audit pursuant to Section 404 of the Sarbanes-Oxley Act of 2002.

Audit-related fees are fees for assurance and related services that are reasonably related to the audit of our financial statementsCrowe LLP’s audits and are not reported under “audit fees”, including, during 2017,2022 and 2021, work performed in connection with the issuance of common stock under our registration statement FormS-3, during 2016, fees and work performed in connection with the filing of our registration statement, employee benefit plan audits, and accounting and financial reporting consultations. audits.

Tax fees for 20172022 include approximately $89 thousand$15,000 for tax compliance, including the preparation, filing, and review of tax returns and no fees for tax consulting related to tax advice and tax planning. During the fiscal year ended December 31, 2022, the Company ceased using Crowe LLP’s tax compliance and consulting services.

Tax fees for 2021 include approximately $119,000 for tax compliance, including the preparation, filing, and review of tax returns and approximately $110 thousand$10,000 for tax consulting related to merger and acquisition analysis and tax advice and planning.

Tax fees for 2016 include approximately $179 thousand for tax compliance, including the preparation, filing, and review of tax returns and approximately $20 thousand for tax advice and planning.

Tax fees for 2015 include approximately $146 thousand for tax compliance, including the preparation, filing and review of tax returns and approximately $27 thousand for tax advice and tax planning.

No fees were billed for professional services rendered for services or products other than those listed under the captions “Audit Fees”, “Audit-Related Fees”, and “Tax Fees” for 2022 and 2021.

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Policy on Audit CommitteePre-Approval of Audit andNon-Audit Services of Independent Auditor

The Audit Committee of the Board of Directors has implemented procedures to ensure that all audit, audit- relatedaudit-related and permittednon-audit services provided to us arepre-approved by the Audit Committee. Any audit andnon-audit services require specificpre-approval by the Audit Committee. The Audit Committee may delegatepre-approval authority to one or more of its members when expedition of services is necessary.necessary and this special pre-approval is reported out at the next meeting of the Audit Committee.

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All of the audit-related, tax and all other services provided by Crowe Horwath LLP to us in 20172022 were approved by the Audit Committee. The Audit Committee has determined that allnon-audit services provided by Crowe Horwath LLP in 20172022 were compatible with maintaining its independence in the conduct of its auditing functions.

The Board of Directors unanimously recommends a voteFORthe ratification of our appointment of Crowe Horwath LLP as our independent registered public accounting firm for the current fiscal year.

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The Board of Directors unanimously recommends a vote FOR the ratification of our appointment of Crowe LLP as our independent registered public accounting firm for the current fiscal year.

 

62      2023 Proxy Statement

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REPORT OF THE AUDIT COMMITTEE

The Audit Committee oversees the Company’s financial reporting process on behalf of the Board of Directors. The Company’s management has the primary responsibility for the financial statements, for maintaining effective internal control over financial reporting, and for assessing the effectiveness of internal control over financial reporting. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed the audited consolidated financial statements in the Annual Report with Company management, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and accounting estimates, and the clarity of disclosures in the financial statements. Also, the Audit Committee reviewed and discussed with management and the independent auditor the quarterly and annual earnings press releases and financial statements prior to their issuance.

The Audit Committee is governed by a charter. A copy of the charter is available on the Company’s website athttp://ir.triumphbancorp.comir.tfin.com. The Audit Committee held nine meetings during fiscal year 2017.2022. The Company’s current Audit Committee Charter was last updated on July 25, 2017.26, 2022. The Audit Committee is comprised solely of independent directors as defined by NASDAQ listing standards and Rule10A-3 of the Securities Exchange Act of 1934. Two of the threefour Audit Committee members are audit committee financial experts as defined by the SEC.

The meetings of the Audit Committee are designed to facilitate and encourage communication among the Audit Committee, the Company, the Company’s internal auditors and the Company’s independent auditor. The Audit Committee discussed with the Company’s internal auditors and independent auditor the overall scope and plans for their respective audits. The Audit Committee meets with the internal auditors and the independent auditor, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal control, and the overall quality of the Company’s financial reporting.

The Audit Committee recognizes the importance of maintaining the independence of the Company’s Independent Auditor, both in fact and appearance. The Audit Committee evaluates the qualifications, performance and independence of the Company’s Independent Auditor and its lead partner and makes a determination whether tore-engage the current Independent Auditor. In doing so, the Audit Committee considers the quality and efficiency of the services provided by the auditors, the auditors’ capabilities and the auditors’ technical expertise and knowledge of the Company’s operations and industry. The Audit Committee participates in discussions and negotiations of audit and audit relatedaudit-related fees and approves all fees and services of the Independent Auditor. The Audit Committee has appointed Crowe Horwath LLP as the Company’s Independent Auditor for 2018.2023. Crowe Horwath LLP has been the Independent Auditor for the Company since 2012.

The members of the Audit Committee and the Board of Directors believe that, due to Crowe Horwath LLP’s knowledge of the Company and of the industries in which the Company operates, it is in the best interests of the Company and its stockholders to continue retention of Crowe Horwath LLP to serve as the Company’s Independent Auditor. The Audit Committee has overall responsibility for the appointment, compensation and oversight of the Independent Auditor. Although the Audit Committee has the sole authority to appoint the Independent Auditors,Auditor, the Audit Committee will continue to recommend that the Board of Directors ask the stockholders, at the Annual Meeting, to ratify the appointment of the Independent Auditors.Auditor.

The Audit Committee reviewed with the independent auditor,Independent Auditor, which is responsible for expressing an opinion on the conformity of the audited consolidated financial statements with U.S. generally accepted accounting principles, its judgments as to the quality, not just the acceptability, of the Company’s accounting principles and such other matters as are required to be discussed with the Audit Committee by the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), including PCAOB Auditing Standard No. 16,Communications with Audit Committees,the rules of the SEC, and other applicable regulations. The Audit Committee also discussed with the Independent Auditor the critical audit

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2023 Proxy Statement      63

matter included in the Independent Auditor’s 2022 report. In addition, the

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Audit Committee has discussed with the independent auditorIndependent Auditor the firm’s independence from Company management and the Company, including the matters in the letter from the firm required by PCAOB Rule 3526,Communication with Audit Committees Concerning Independence,and considered the compatibility ofnon-audit services with the independent auditor’sIndependent Auditor’s independence.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the Board of Directors has approved, that the audited consolidated financial statements be included in the Company’s Annual Report on Form10-K for the year ended December 31, 2017,2022, filed by the Company with the SEC.

THE AUDIT COMMITTEE

Michael P. Rafferty, Chairman

Maribess L. Miller

C. Todd Sparks

Debra Bradford

March 29, 201815, 2023

 

64      2023 Proxy Statement

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STOCKHOLDER PROPOSALS

Stockholder proposals submitted pursuant to SEC Rule14a-8 for inclusion in our 20192024 proxy statement and acted upon at our 20192024 Annual Meeting (the “2019“2024 Annual Meeting”) must be received by us at our executive offices at 12700 Park Central Drive, Suite 1700, Dallas, Texas 75251, Attention: Corporate Secretary, on or prior to November 29, 2018.16, 2023. If, however, the 20192024 Annual Meeting takes place more than 30 days before or after May 10, 2019,April 25, 2024, then the deadline for stockholder proposals submitted pursuant to SEC Rule14a-8 for inclusion in our 20192022 proxy statement and acted upon at our 20182024 Annual Meeting shall be a date that we determine to be a reasonable time before we begin to print and send our Proxy Materials. In this event, we will disclose this deadline in a public filing with the SEC.

Stockholder proposals submitted for consideration at the 20192024 Annual Meeting but not submitted pursuant to SEC Rule14a-8, including stockholder nominations for candidates for election as directors, generally must be delivered to the Secretary at our executive offices not later than 90 days nor earlier than 120 days before the first anniversary of the date of the 20182023 Annual Meeting.Meeting, or not later than 120 days nor earlier than 150 days before the first anniversary of the date of the 2023 Annual Meeting in the case of stockholder nominations for candidates for election as directors. As a result, any notice given by a stockholder pursuant to the provisions of our Bylaws (other than notice pursuant to SEC Rule14a-8) must be received no earlier than January 10, 2019December 27, 2023 and no later than February 9, 2019.January 26, 2024, or no earlier than November 27, 2023 and no later than December 27, 2023, in the case of stockholder nominations for candidates for election as directors. However, if the date of the 20192024 Annual Meeting occurs more than 30 days before or more than 60 days after May 10, 2018,April 25, 2024, notice by the stockholder of a proposal must be delivered no later than the later of 70 days prior to the date of such annual meeting or the 7th day following the earlier of the date on which notice of the annual meeting is first mailed by or on behalf of the Company or the day on which we first make a public announcement of the date of the annual meeting. Stockholder proposals or nominations must include the specified information concerning the stockholder and the proposal or nominee as described in our Bylaws.

In addition to satisfying the foregoing requirements under our Bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than February 24, 2024. If, however, the 2024 Annual Meeting takes place more than 30 days before or after April 25, 2024, then notice must be provided by the later of 60 calendar days prior to the date of the annual meeting or the 10th calendar day following the day on which public announcement of the date of the annual meeting is first made by us.

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2023 Proxy Statement      65

HOUSEHOLDING

The SEC has adopted rules that permit companies and intermediaries (such as banks and brokers) to satisfy the delivery requirement for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement and annual report addressed to all holders at that address. This process is commonly known as “householding.” To conserve resources and reduce expenses, we consolidate materials under these rules when possible. Stockholders who participate in householding will receive separate proxy cards.

Because we are using the SEC’s notice and access rule and are delivering proxy materials electronically, we will not household our proxy materials or notices to stockholders of record sharing an address. This means that stockholders of record who share an address will each be mailed a separate Notice of Internet Availability of Proxy Materials. However, certain brokerage firms, banks, or similar entities holding our Common Stock for their customers may household proxy materials or notices. Stockholders sharing an address whose shares of our Common Stock are held in street name should contact their broker if they now receive (i) multiple copies of our proxy materials or notices and wish to receive only one copy of these materials per household in the future, or (ii) a single copy of our proxy materials or notice and wish to receive separate copies of these materials in the future.

If at any time you would like to receive a paper copy of the annual report or proxy statement, please write to Investor Relations, Triumph Bancorp,Financial, Inc., 12700 Park Central Drive, Suite 1700, Dallas, Texas 75251.

By Order of the Board of Directors,
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Aaron P. Graft

President and Chief Executive Officer

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Appendix A

Proposed Amendment to Triumph Bancorp, Inc.’s

Second Amended and Restated Certificate of Formation

If approved, Article XI of the Second Amended and Restated Certificate of Formation would be amended such that it will read in its entirety as follows:

CERTIFICATE OF AMENDMENT

TO THE

SECOND AMENDED AND RESTATED

CERTIFICATE OF FORMATION

OF

TRIUMPH BANCORP, INC.

Pursuant to the provisions of the Texas Business Organizations Code (the “TBOC”), Triumph Bancorp, Inc., afor-profit corporation existing under the TBOC (the “Corporation”), hereby adopts the following Certificate of Amendment to its Second Amended and Restated Certificate of Formation.

ARTICLE 1

The name of the Corporation is Triumph Bancorp, Inc. The Corporation is afor-profit corporation. The file number issued to the Corporation by the Secretary of State is 800267139. The date of formation of the Corporation was November 10, 2003.

ARTICLE 2

The Second Amended and Restated Certificate of Formation of the Corporation is hereby amended by this Certificate of Amendment to amend Article XI to provide for the phasing out of the classified structure of the Corporation’s Board of Directors.

ARTICLE 3

Article XI of the Corporation’s Second Amended and Restated Certificate of Formation is hereby amended and restated, in its entirety, to read as follows:

“ARTICLE XI

DIRECTORS

A. Powers. The property, business and affairs of the Corporation and all corporate powers shall be managed by the Board of Directors, subject to any limitation imposed by statute, this Second Amended and Restated Certificate of Formation or the Bylaws.

B. Number and Terms of Directors. The number of directors shall be fixed and determined from time to time by resolution of a majority of the full Board of Directors at any annual, regular, or special meeting, provided that any decrease in the number of directors does not shorten the time of any incumbent director. Directors need not be residents of the State of Texas.

Each director shall hold office until the annual meeting for the year in which such director’s term expires and until such director’s successor shall have been duly elected and qualified. At the 2019 annual meeting of shareholders, the successors of the directors whose terms expire at that meeting shall be elected for a term expiring at the 2020 annual meeting of shareholders and shall hold office until the next succeeding annual

meeting, with each such director to hold office until his or her successor shall have been duly elected and qualified; at the 2020 annual meeting of shareholders, the successors of the directors whose terms expire at that meeting shall be elected for a term expiring at the 2021 annual meeting of shareholders and shall hold office until the next succeeding annual meeting, with each such director to hold office until his or her successor shall have been duly elected and qualified; at the 2021 annual meeting of shareholders and at each annual meeting of shareholders thereafter, all directors shall be elected for a term expiring at the next annual meeting of shareholders and shall hold office until such next annual meeting, with each director to hold office until his or her successor shall have been duly elected and qualified.

C. Resignation. A director may resign at any time on written notice to the Board of Directors or to the Chairman of the Board. A director’s resignation is effective when the notice is delivered unless the notice specifies a later effective date.

D. Election of Directors. Directors shall be elected by an affirmative majority of the votes cast by the shares entitled to vote who are present, in person or by proxy, and entitled to vote on the election of directors at any such meeting of stockholders at which a quorum is present. For purposes of the preceding sentence, a majority of the votes cast means that the number of shares voted “for” a director must exceed the number of shares voted “against” that director, with “abstentions” and “brokernon-votes” not counted as votes cast with respect to that director. Notwithstanding the foregoing, in a contested election, the persons receiving a plurality of the votes cast shall be elected directors. An election shall be considered contested if the Secretary of the Corporation receives a notice that a stockholder has nominated a person for election to the Board of Directors in compliance with the advance notice requirements for stockholder nominees for director set forth in the Bylaws, and such nomination has not been withdrawn by such stockholder on or prior to the 10th day before the applicable stockholder meeting.

E. Vacancies and Removal. Subject to applicable law, unless the Board of Directors otherwise determines, vacancies resulting from death, resignation, retirement, disqualification, removal from office or other cause, and newly created directorships resulting from any increase in the authorized number of directors, may be filled only by the affirmative vote of a majority of the remaining directors, though less than a quorum of the Board of Directors,

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Aaron P. Graft

President and in the event that there is only one (1) director remaining in office, by such sole remaining director, and directors so chosen other than resulting from an increase in the number of directors shall hold office for a term expiring at the annual meeting of shareholders at which the term of office of the class to which they have been appointed expires and until such director’s successor shall have been duly elected and qualified. Each director chosen to fill a newly created directorship resulting from an increase in the number of directors shall be elected for a term expiring at the next annual meeting of shareholders and shall hold office until such director’s successor shall have been duly elected and qualified.Chief Executive Officer

Notwithstanding the foregoing, whenever the holders of any class or series of shares are entitled to elect one (1) or more directors by the provisions of this Second Amended and Restated Certificate of Formation, only the holders of shares of that class or series shall be entitled to vote for or against the removal of any director elected by the holders of shares of that class or series; and any vacancies in such directorships and any newly created directorships of such class or series to be filled by reason of an increase in the number of such directors may be filled by the affirmative vote of a majority of the directors elected by such class or series then in office or by a sole remaining director so elected, and such directorships shall not in any case be filled by the vote of the remaining directors unless otherwise provided in this Second Amended and Restated Certificate of Formation.”

ARTICLE 4

This amendment to the Second Amended and Restated Certificate of Formation has been approved in the manner required by the TBOC and by the governing documents of the Corporation.

IN WITNESS WHEREOF, the Corporation has, subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument, caused this Certificate of Amendment to be signed by a duly authorized officer as of thisday of, 2018.

TRIUMPH BANCORP, INC.

66      2023 Proxy Statement

By:  
Name:
Title:

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ANNUAL MEETING OF TRIUMPH BANCORP, INC.
Date:

ANNEX A

  May 10, 2018THIRD AMENDMENT TO THE TRIUMPH FINANCIAL, INC. 2014 OMNIBUS INCENTIVE PLAN

THIS THRID AMENDMENT (the “Amendment”) to the Triumph Financial, Inc. Omnibus Incentive Plan (the “Plan”), is made effective as of March 15,2023(the“Amendment Effective Date”), by Triumph Financial, Inc. (the “Company”), subject to approval by the Company’s stockholders.

W I T N E S S E T H:

WHEREAS, Section 11(c) of the Plan provides that the Compensation Committee of the Company’s board of directors (the “Committee”) may amend the Plan, subject to the approval of the Company’s stockholders if such approval is required by the listing standards of the NASDAQ;

WHEREAS, the Committee has determined that it is in the best interests of the Company and its stockholders to amend the Plan in order to, among other things, increase the total number of shares of common stock, par value $0.01 per share, of the Company (“Shares”) reserved for delivery with respect to awards under the Plan in order to ensure that sufficient shares of Common Stock are available for future awards and to extend the term of the Plan; and

WHEREAS, the Committee now desires to amend the Plan in the manner contemplated hereby, subject to approval by the Company’s stockholders at the Company’s 2023 Annual Meeting of Stockholders.

NOW, THEREFORE, the Plan shall be amended as of the Amendment Effective Date, subject to approval by the Company’s stockholders, as set forth below:

1.    The first two sentences of Clause (a) of Section 3 of the Plan is hereby deleted in its entirety and replaced with the following:

Time: 1:00 p.m. (Central Daylight Time)
Place:    (a)3 Park Central, 12700 Park Central Drive, Basement Level,
Conference Room 1, Dallas, TX 75251

Plan Maximums. The maximum number of Shares that may be granted pursuant to Awards under this Plan shall be 2,900,000 Shares. Subject to the provisions of Section 3(c) (relating to adjustments upon changes in capital structure and other corporate transactions), the maximum number of Shares that may be granted pursuant to Stock Options intended to be Incentive Stock Options shall be 2,900,000 Shares.

Please make your marks like this:  ☒ Use dark black pencil or pen only

Board of Directors Recommends a VoteFORproposals 1, 2, 32.    Each reference to Triumph Bancorp, Inc. is hereby deleted in its entirety and 4.replaced, in each instance, with: “Triumph Financial, Inc.”

 

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2023 Proxy Statement      A-1

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     LOGO

P.O. BOX 8016, CARY, NC 27512-9903

YOUR VOTE IS IMPORTANT! PLEASE VOTE BY:

1:Election of Class I Directors

Directors

Recommend

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ForWithhold
01 Aaron P. Graft☐☐For
02 Robert Dobrient☐☐For
03 Maribess L. Miller☐☐For
04 Frederick P. Perpall☐☐For
  

 

ForINTERNET

   LOGO

Go To: www.proxypush.com/TFIN

•   Cast your vote online

•   Have your Proxy Card ready

•   Follow the simple instructions to record your vote

   LOGO

PHONE Call 1-866-206-5381

•   Use any touch-tone telephone

•   Have your Proxy Card ready

•   Follow the simple recorded instructions

   LOGO

  

 

AgainstMAIL

  

Abstain

2:To approve proposed amendments to our Second Amended•   Mark, sign and Restated Certificate of Formation (the “Charter”) to provide for the phasing out of the classified structure of our Board of Directors, (the “Declassification Proposal”);☐☐☐For
3:To approve proposed amendments to the Charter to implement majority voting in uncontested director elections (the “Majority Vote Proposal”);☐☐☐For
4:To ratify the appointment of Crowe Horwath LLP as our independent registered public accounting firm for the current fiscal year; and☐☐☐For
5:To transact any business as may properly come before the Annual Meeting or any adjournments or postponements.

To attend the meeting and votedate your shares in person, please mark this box.Proxy Card

 

☐

Authorized Signatures - This section must be completed for•   Fold and return your Instructions to be executed.Proxy Card in the postage-paid envelope provided

 

 
Triumph Financial, Inc.                               
Annual Meeting of Stockholders Please Sign Here

For Stockholders of record as of February 27, 2023

  Please Date Above
Please Sign HerePlease Date Above 

 

TIME:  Please sign exactly as your name(s) appears on your stock certificate. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the proxy.Tuesday, April 25, 2023 9:00 AM, Central Time
PLACE:3 Park Central, 12700 Park Central Drive, 15th Floor
Dallas, TX 75251

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Annual Meeting of Triumph Bancorp, Inc.

to be held on Thursday, May 10, 2018

for Holders as of March 12, 2018

This proxy is being solicited on behalf of the Board of Directors

LOGO     INTERNET

VOTE BY:

LOGO     TELEPHONE

Go To

866-206-5381

www.proxypush.com/TBKOR

•  Use any touch-tone telephone.

•  Cast your vote online.

•  View Meeting Documents.

•  Have your Proxy Card/Voting   Instruction Form ready.

LOGOMAIL

•  Follow the simple recorded instructions.

OR

•  Mark, sign and date your Proxy Card/Voting Instruction Form.

•  Detach your Proxy Card/Voting Instruction Form.

•  Return your Proxy Card/Voting Instruction Form in the postage-paid envelope   provided.

The undersigned hereby appoints Adam D. Nelson and Gail Lehmann (the "Named Proxies"), and each or either of them, as the true and lawful attorneys of the undersigned, with full power of substitution and revocation, and authorizes them, and each of them, to vote all the shares of capital stock of Triumph Bancorp,Financial, Inc. which the undersigned is entitled to vote at said meeting and any adjournment thereof upon the matters specified and upon such other matters as may be properly brought before the meeting or any adjournment thereof, conferring authority upon such true and lawful attorneys to vote in their discretion on such other matters as may properly come before the meeting and revoking any proxy heretofore given.

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION ISGIVEN,IS GIVEN, SHARES WILL BE VOTED FOR THE ELECTION OF THE DIRECTORS IN ITEM 1 AND SHARES WILL BEVOTED FOR THE PROPOSALS IN ITEMITEMS 1, 2, ITEM 3 AND ITEM 4, AND AUTHORITY WILL BE GRANTED UNDER ITEM 5. This proxy, when properly executed, will be voted in the manner directed herein. In their discretion, the Named Proxies are authorized to vote upon such other matters that may properly come before the meeting or any adjournment or postponement thereof.

All votes must be receivedYou are encouraged to specify your choice by 11:59 P.M., Eastern Time, May 9, 2018.marking the appropriate box (SEE REVERSE SIDE) but you need not mark any box if you wish to vote in accordance with the Board of Directors’ recommendation. The Named Proxies cannot vote your shares unless you sign (on the reverse side) and return this card.

PLEASE BE SURE TO SIGN AND DATE THIS PROXY CARD AND MARK ON THE REVERSE SIDE

PROXY TABULATOR FOR

Triumph Financial, Inc.

Annual Meeting of Stockholders

Please make your marks like this: ☒

THE BOARD OF DIRECTORS RECOMMENDS A VOTE:

FOR ON PROPOSALS 1, 2, 3 AND 4

TRIUMPH BANCORP, INC.

P.O. BOX 8016
CARY, NC 27512-9903

 

PROPOSAL   YOUR VOTE   

BOARD OF

DIRECTORS

RECOMMENDS

EVENT #1.Election of DirectorsLOGO
FORAGAINSTABSTAIN
1.01 Carlos M. Sepulveda, Jr.☐☐☐FOR
1.02 Aaron P. Graft☐☐☐FOR
1.03 Charles A. Anderson☐☐☐FOR
1.04 Harrison B. Barnes☐☐☐FOR
1.05 Debra A. Bradford☐☐☐FOR
1.06 Richard L. Davis☐☐☐FOR
1.07 Davis Deadman☐☐☐FOR
1.08 Laura K. Easley☐☐☐FOR
1.09 Maribess L. Miller☐☐☐FOR
1.10 Michael P. Rafferty☐☐☐FOR
1.11 C. Todd Sparks☐☐☐FOR
    

CLIENT #

FORAGAINSTABSTAIN
2.Management Proposal Regarding Advisory Approval of the Company's Executive Compensation☐☐☐FOR
3.Management Proposal to Approve the Third Amendment to the Triumph Financial, Inc. 2014 Omnibus Incentive Plan☐☐☐FOR
4.Ratification of Selection of Independent Registered Public Accounting Firm.☐☐☐FOR
5.To transact any business as may properly come before the Annual Meeting or any adjournments or postponements.    

☐Check here if you would like to attend the meeting in person.
 

Authorized Signatures - Must be completed for your instructions to be executed.

Please sign exactly as your name(s) appears on your account. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy/Vote Form.

 

 

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Signature (and Title if applicable) 

Proxy — Triumph Bancorp, Inc.

Annual Meeting of Stockholders

May 10, 2018, 1:00 p.m. (Central Daylight Time)

This Proxy is Solicited on Behalf of the Board of Directors

The undersigned appoints Adam D. Nelson and Gail Lehmann (the “Named Proxies”) and each of them as proxies for the undersigned, with full power of substitution, to vote the shares of common stock of Triumph Bancorp, Inc., a Texas corporation (“the Company”), the undersigned is entitled to vote at the Annual Meeting of Stockholders of Triumph Bancorp, Inc. to be held at 3 Park Central, 12700 Park Central Drive, Basement Level, Conference Room 1, Dallas, TX 75251, on Thursday, May 10, 2018 at 1:00 p.m. (CDT) and all adjournments thereof.

This proxy, when properly executed, will be voted in the manner directed herein. If no direction is made, this proxy will be voted “FOR” all nominees for director, “For” the Proposals in Item 2 and Item 3 and “For” the ratification of Crowe Horwath LLP. In their discretion, the Named Proxies are authorized to vote upon such other matters that may properly come before the Annual Meeting or any adjournment or postponement thereof.

You are encouraged to specify your choice by marking the appropriate box (SEE REVERSE SIDE) but you need not mark any box if you wish to vote in accordance with the Board of Directors’ recommendation. The Named Proxies cannot vote your shares unless you sign and return this card.

Date     Signature (if held jointly)Date