UNITED STATES

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:

TRIUMPH BANCORP, 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):

Notice of 2021 Annual Meeting of

Stockholders and Proxy Statement

TRIUMPH BANCORP, INC.

12700 Park Central Drive, Suite 1700

Dallas, Texas 75251

(214)365-6900

March 26, 202016, 2021

Dear Triumph Bancorp, Inc. Stockholders,

You are cordially invited to attend the Annual Meeting of Stockholders of Triumph Bancorp, Inc., to (the “Company”). The meeting will be held on May 7, 2020. TheTuesday, April 27, 2021, starting at 10:00 a.m. (Central Time). In light of continuing health concerns surrounding the COVID-19 pandemic, for the health and safety of all of our people, including our stockholders, we have determined that the 2021 Annual Meeting will begin promptlybe held via a live audio-only webcast. Instructions on how to participate in the annual meeting are posted at 1:00 p.m., local time,www.proxydocs.com/TBK. Only stockholders who held shares as of the close of business on the record date, February 26, 2021, may vote at 3 Park Central, 12700 Park Central Drive, Basement Level, Conference Room 1, Dallas, Texas 75251.the Annual Meeting, including any adjournment thereof.

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.

Justin Trail and Robert Dobrient, each of whom has served on our Board since 2010, will retire from the Board effective as of the date of the Annual Meeting. The Chairman and the entire Board earnestly thank each of Messrs. Trail and Dobrient for their long and dedicated service to the Company. Two new nominees, Debra Bradford and Laura Easley, have been nominated to fill the vacancies created by the retirements of Messrs. Trail and Dobrient. We are excited about the experience and skill sets these outstanding candidates will bring to our Board going forward.

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.

We are monitoring developments regarding the coronavirus or COVID-19 and preparing in the event any changes for our annual meeting are necessary or appropriate. If we determine to make any change, such as to the location or to hold the meeting by remote communication, we will announce the change in advance and provide instructions on how stockholders can participate on our website at https://www.triumphbancorp.com under the “Investor Releations” tab. If we determine to hold our annual meeting by remote communication, a list of our stockholders of record will be made available to stockholders during the meeting as provided in such notice and instructions posted on our investor relations site as set forth above.

Sincerely,

Aaron P. Graft

President and Chief Executive Officer

          Triumph Bancorp  |  20202021 Proxy Statement

Notice of Annual Meeting of Stockholders

To be held May 7, 2020April 27, 2021

Meeting Information

Voting Items

We have adopted a virtual format for our 2021 Annual Meeting. In order to attend the Annual Meeting you must register in advance at www.proxydocs.com/TBK prior to the deadline of Friday, April 23, 2021 at 5:00 p.m. Eastern Time Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you to access the meeting and will also permit you to submit questions.

We are furnishing our 20192020 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 26, 2020,16, 2021, which provides them with instructions on how to vote and how to access the 20192020 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 20192020 Annual Report and proxy materials will receive an email notice with details on how to access those materials and how to vote.

Triumph Bancorp  |  2021 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.

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.

Triumph Bancorp  |  2020 Proxy Statement

TABLE OF CONTENTS

Triumph Bancorp  |  20202021 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.

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.

We are monitoring developments regarding the coronavirus or COVID-19 and preparing in the event any changes for our annual meeting are necessary or appropriate. If we determine to make any change, such as to the location or to hold the meeting by remote communication, we will announce the change in advance and provide instructions on how stockholders can participate on our website at https://www.triumphbancorp.com under the “Investor Releations” tab. If we determine to hold our annual meeting by remote communication, a list of our stockholders of record will be made available to stockholders during the meeting as provided in such notice and instructions posted on our investor relations site as set forth above.

          Triumph Bancorp  |  20202021 Proxy Statement

TRIUMPH BANCORP, 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  7, 2020APRIL  27, 2021

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, Inc. (“Triumph”), a Texas corporation, for use at our 20202021 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 via a live audio-only webcast 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 7, 2020.www.proxydocs.com/TBK. There is no physical location for the 2021 Annual Meeting.

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, Inc., and, where appropriate, Triumph Bancorp, 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 10, 2020,February 26, 2021, 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 10, 2020February 26, 2021 we had 24,101,12024,882,929 shares of Common Stock outstanding and entitled to vote at the Annual Meeting, and our shares of Common Stock were held by approximately 357347 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.

Triumph Bancorp  |  20202021 Proxy Statement          

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.

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 timeCentral Time on May 6, 2020April 26, 2021 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. As there is no physical location for the 2021 Annual Meeting, in order to attend virtual meeting you must register at www.proxydocs.com/TBK and follow the instructions for accessing the virtual meeting. 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.

Required Votes

At the Annual Meeting, stockholders will consider and act upon (1) the election of eightten directors and nominees 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 Say on Pay Proposal, (3) the approval of the Second Amendment to

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the Company’s 2014 Omnibus Incentive Plan, (4) the ratification of the appointment of our independent registered public accounting firm, and (4)(5) such other business as may properly come before the Annual Meeting.

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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.

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PROPOSAL 1:  ELECTION OF DIRECTORS

Introduction

Justin Trail and Robert Dobrient, each of whom has served on our Board since 2010, will retire from the Board effective as of the date of the Annual Meeting. The Chairman and the entire Board earnestly thank each of Messrs. Trail and Dobrient for their long and dedicated service to the Company. Two new nominees, Debra Bradford and Laura Easley, have been nominated to fill the vacancies created by the retirements of Messrs. Trail and Dobrient.

Upon the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors has nominated each of the individualsdirectors noted below (whom we refer to as the “nominees”) to stand for election for a one (1) year term expiring at the 20212022 annual meeting of stockholders or until their respective successors have been elected and qualified. As discussed below under “Declassification of Staggered Board” the Company is in the process ofde-classifying its staggered board and each of the Company’s directors will be elected on an annual basis beginning at its 2021 annual meeting. 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.

Former director Douglas M. Kratz retired from the Company’s Board of Directors on October 29, 2020. Mr. Kratz had served on the Company’s Board of Directors since 2013. The Board of Directors would like to thank Mr. Kratz for his many years of service. Upon the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors has determined not to fill the seat left vacant by Mr. Kratz and to fix the number of directors on the Board at ten (10) members.

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 Board. Alternatively, our Board may reduce the number of directors to be elected at the Annual Meeting.

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

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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.

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 Tenure		Diversity		Independence

*	Items above depicted giving effect to continuing directors and election of the current proposed nominees at the Annual Meeting.

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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.

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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.

Declassification of Staggered Board

Our Board of Directors is currently divided into three classes, Class I, Class II and Class III. At the 2018 annual meeting of stockholders, two management proposals were approved by the stockholders effecting an amendment to our Second Amended and Restated Certificate of Formation (as amended, the “Charter”) and an amendment to our Second Amended and Restated Bylaws (as amended, the “Bylaws”) to provide for the phasing out of the classified structure of our Board of Directors and to implement majority voting in uncontested director elections.

Consequently, in accordance with the Charter and Bylaws, the terms of the directors in Class II (which were elected to a one (1) year term at our 2019 annual meeting) and Class III will expire at this Annual Meeting and the directors in such classes standing forre-election have been nominated forre-election for a one (1) year term to last until the 2021 annual meeting of stockholders or until their respective successors have been elected and qualified. In addition, each new director nominee standing for election at this Annual Meeting has been nominated for election for a one (1) year term to last until the 2021 annual meeting of stockholders or until their respective successors have been elected and qualified. Continuing directors in Class I, with a term expiring at the 2021 annual meeting of stockholders, will (subject to their earlier resignation or removal) serve the remainder of their term, and thereafter they or their successors will be elected to one (1) year terms. From and after the 2021 annual meeting of stockholders, the Board of Directors will be declassified and all directors shall be elected for one (1) year terms, or until the director’s earlier resignation or removal prior to the next such annual meeting of stockholders.

Our Board of Directors is currently divided as follows:

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 ofone-third of the directors until declassification occurs.

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Directors or Director Nominees Standing for Election at the 20202021 Annual Meeting

		Richard L. Davis Founder and Chief Executive Officer DAVACO, Inc. Richard L. Davis 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		Independent Director Director Since 2010 Age 66 Board Committees: •  Compensation •  Nominating Corporate Governance Key Qualifications and Expertise: •  Senior Leadership Experience
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.
		Douglas M. Kratz Retired Chief Executive Officer and Vice Chairman National Bancshares, Inc. and THE National Bank Douglas M. Kratz currently serves as a member of the Board of Directors and on the Executive Loan Committee of TBK Bank SSB. Prior to Triumph Bancorp’s 2013 acquisition of National Bancshares, Inc, Mr. Kratz served as Chairman of the Board of National Bancshares, Inc.		Independent Director Director Since 2013 Age 68 Board Committees: •  Risk Management (Chairman) Key Qualifications and Expertise: •  Banking Experience •  Senior Leadership Experience
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-financial services related entities.
		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 Practice Leader for the Southwest Region from 2004 to 2013. During his career with Ernst &		Independent Director Director Since 2014 Age 65 Board Committees: •  Audit (Chairman) •  Risk Management Key Qualifications and Expertise: •  Financial Experience •  Senior Leadership Experience Other Current Public Boards: •  MoneyGram International, Inc.
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 and on the Audit Committee of MoneyGram International, Inc. (NASDAQ:MGI), a position he has held since 2016.

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		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 until 2009; as Southwest Region Consumer, Industrial Products and Services Leader from 1998 until		Independent Director   Director Since 2014   Age 6768   Board Committees: •  Nominating Corporate Governance (Chairman)(Chair) •  Audit   Key Qualifications and Expertise: •  Financial Experience •  Senior Leadership Experience •  Gender, Ethnic or National Diversity   Other Current Public Boards: •  Zix Corporation •  DR Horton, Inc.
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. Ms. Miller joined the board of DR Horton, Inc. (NYSE: DHI) in November, 2019 and serves as the chair of the Nominating and Corporate Governance Committee and as a member of the Audit and Compensation Committees. Since 2010, Ms. Miller has 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). Ms. Miller is also a member of the Board of Directors and Chair of the Audit Committee and member of the Compensation 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 a Board member and past Chair of 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 retired certified public accountant.
		Frederick P. Perpall Chief Executive Officer The Beck Group Frederick P. 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 of the Beck Group since 2013, and has been with The Beck Group in other roles since 1999. Mr. Perpall began		Independent Director Director Since 2016 Age 45 Board Committees: •  Compensation Key Qualifications and Expertise: •  Senior Leadership Experience •  Gender, Ethnic or National Diversity
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.

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Retiring Directors

		Justin N. Trail Founder and President Commercial Insurance Solutions Group, LLC Justin N. Trail 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		Independent Director Retiring as of the date of the Annual Meeting Director Since 2010 Age 48 Board Committees: •  Compensation Key Qualifications and Expertise: •  Senior Leadership Experience
of Spicewood Funding Group, a specialty finance company. Mr. Trail also serves as a director at Triumph Business Capital and Chairman at Triumph Insurance Group, Inc. He also serves as a Director 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.
		Robert Dobrient Chairman and Chief Executive Officer Travel Research Advisors Robert Dobrient is Chairman and Chief Executive Officer of Travel Research Advisors, the Dallas-based parent company of Savoya and Groundwork, both of which provide secure ground transportation services. Prior to establishing Savoya in 2000, Mr. Dobrient was Cofounder and		Independent Director Retiring as of the date of the Annual Meeting Director Since 2010 Age 58 Board Committees: •  Compensation •  Risk Management Key Qualifications and Expertise: •  Senior Leadership Experience
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 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.

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Todd Ritterbuschhas served as the Executive Vice President and Chief Lending Officer of TBK Bank, SSB since May 2019. 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 currently serves on the boards of Cook Children’s Healthcare Foundation, Cook Children’s Health Plan Fort Worth Chamber of Commerce, Fort Worth Economic Development Foundation and Leadership ISD.

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CORPORATE GOVERNANCE

Board of Directors Meetings

During 2019,2020, the Board of Directors held fivefour (4) meetings and committees of the Board held a total of 23twenty (20) 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 2019.2020.

Director Independence

The Board of Directors has determined that with the exception of Aaron P. Graft, each of our current directors is an independent director as defined for purposes of the rules of the Securities and Exchange Commission (“SEC”) and the 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.

Carlos M. Sepulveda, Jr. had previously served as the Executive Chairman of the Company until December 31, 2015. Given the passage of more than three (3) years since his service in such capacity, and considering all other relevant facts and circumstances, the Board of Directors concluded that, effective January 1, 2019, Mr. Sepulveda was an independent director as defined for purposes of the rules of the SEC and the NASDAQ.

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 Management 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), Maribess L. Miller, Debra Bradford and C. Todd Sparks. 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. Among other things, the Audit Committee:

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.

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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 Exchange Act. In addition, at least one member of the Audit Committee shall be a member of the Company’s Risk Management 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.com. Our Audit Committee met nine (9) times during 2019.2020.

Compensation Committee. Our Compensation Committee is composed of, Charles A. Anderson (Chair), Richard Davis Robert Dobrient, Justin N. Trail and Frederick P. Perpall. The Compensation Committee is responsible for discharging the Board of Directors’ responsibilities relating to compensation of our executives and team members.

Among other things, the Compensation Committee:

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.com. Our Compensation Committee met sixfour (4) times during 2019.2020.

Nominating and Corporate Governance Committee. Our Nominating and Corporate Governance Committee is composed of Maribess L. Miller (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:

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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.

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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.

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. EightEach of our eleven then serving directors virtually attended our 20192020 annual meeting.

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 directors and 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 topre-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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COMPENSATION DISCUSSION AND ANALYSIS

In this section we discuss and analyze the compensation of our “named executive officers” (“NEOs”) including our Chief Executive Officer, the Chief Financial Officer and the three most highly compensated executive officers. We also include a discussion of the compensation of certain of former named executive officers in 2019. 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 20192020 compensation.

Executive Summary

20192020 Financial Performance

TheDuring 2020, the Company continued to execute on its key strategic initiatives and delivered solidrecord financial results in 2019 in the face of headwinds impactingsignificant challenges. Such challenges included the transportation sectorCOVID-19 pandemic and the related governmental responses, which significantly impacted both our customers and operations, as well as challenges resulting from whichour acquisition of the Company derives a substantial portionassets of Transport Financial Solutions (the “TFS Acquisition”), the subsequent issues identified as part of such transaction, and the related steps taken to work through such issues. In the face of such challenges, the Company:

The Company believes that successful execution of the strategies above, while requiring additionalup-front investments in technology and personnel, particularly during 2020, will position the Company to deliver value to shareholders at the top end of its peer group over the long-term. The Company believes it can execute on such strategies and continue to deliver financial results that will be rewarded by investors.

Set forth below is a line graph presentation comparing the cumulative return on the Company’s common stock, on a dividend reinvested basis, against the cumulative return of the NASDAQ / Bank Composite, KBW Bank Index and KRE Bank IndexSPDR S&P Regional Banking ETF for the period from December 31, 201629, 2017 to December 31, 2019.2020. Our total stockholder return over this period outperformed both the NASDAQ Composite and KBW andindices as well as the KRE Bank Indices.SPDR ETF.

3-Year Total Stockholder Return

The Company’s financial results in 2020 were materially affected by the COVID-19 pandemic and related governmental responses. While we did not experience significant charge-offs in 2020 related to COVID-19, our required level of allowance for credit loss (“ACL”) and resulting credit loss expense was significantly impacted by meaningful deterioration in forecasted economic conditions year over year. While our forecasted economic conditions improved during the second half of the year as compared to the first half, the deterioration of forecasted loss assumptions year over year still resulted in approximately $16.7 million in credit loss expense for the year ended December 31, 2020, which negatively impacted our diluted earnings per share for the year by $0.52.

The Company was also able to deliver such financial results while actively supporting its team members, customers and the communities in which it does business through unprecedented challenges presented by the pandemic. In particular, the Company:

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Our 2020 financial results were also materially affected by our TFS Acquisition, the subsequent issues identified as part of such transaction, and the related steps taken to work through such issues. On July 8, 2020, the Company, through its wholly-owned subsidiary, Advance Business Capital LLC (“ABC”), acquired the transportation factoring assets (the “TFS Acquisition”) of Transport Financial Solutions (“TFS”), a wholly owned subsidiary of Covenant Logistics Group, Inc. (“CVLG”), and subsequently entered into an Account Management Agreement, Amendment to Purchase Agreement and Mutual Release, (the “TFS Amendment and Release”) with CVLG and TFS to address certain issues identified in the portfolio following the closing of the transaction, specifically, the discovery that approximately $62.2 million of the assets acquired in the TFS Acquisition were advances against future payments to be made to three large clients (and their affiliated entities) of TFS pursuant to long term contractual arrangements between the obligor on such contracts and such clients (and their affiliated entities) for services that had not yet been performed (the “Over-Advance Portfolio”). Such transactions are described in greater detail in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February 12, 2021 and on its Form 8-Ks filed with the SEC on July 13, 2020 and September 23, 2020.

The TFS Acquisition and related subsequent transactions, in addition to requiring the devotion of a material amount of time and attention from the Company’s executive officers and other members of its management team during the second half of 2020, had a significant impact on the Company’s 2020 financial results, including but not limited to the following:

As more fully discussed below, in addition to the direct impacts of the TFS Acquisition on the financial metrics included in our annual compensation program, after considering the overall impact of the acquisition and the related subsequent transactions on the Company, the Compensation Committee exercised its discretion to decrease the annual incentive compensation for our NEOs from 132% to 120% of target.

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Named Executive Officers

Our 2019 named executive officers (NEO’s) and former named executive officers2020 NEOs were:

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We plan to achieve these objectives through the following guiding principles.

The table below summarizes the purpose/objective of each compensation component used in our 20192020 program.

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Role of Compensation Committee Management and the Compensation Consultant

Role of the Compensation Committee

The Compensation Committee is 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 NEO’s. The Compensation Committee reviews all compensation components 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 NEO’s. As the Committee makes decisions regarding the Chief Executive Officer and other executive officers’ compensation, input and data from management and outside advisors are provided for external reference and perspective. While the Chief Executive Officer makes recommendations on other executive officers’ compensation, the Committee is ultimately responsible for approving compensation for all executive officers. The Committee meets regularly in executive session without management.

Role of the Compensation Consultant

The Compensation Committee has the sole authority to retain and dismiss its own outside compensation consultants and any other advisors it deems necessary. In 2019,2020, 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 NEO’s, as well as the appropriateness of the design of the Company’s executive compensation programs. Meridian also advised the Compensation Committee on the implementation of the Company’s annual incentive program and long-term incentive program for 2019.2020. 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 20192020 compensation decisions for our NEO’s. As part of its decision making process, the committeeCompensation 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 and Competitive Benchmarking

The Committee made its determinations as to the compensation for itsour NEO’s in 2019,2020, including base salary level and annual and long-term incentive targets as a percentage of base salary, by analyzing the Company’s practices in comparison to an adoptedapproved peer group, which it approved.group. In identifying and constructing a competitive 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

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peer group was further filtered to include companies with the highest percentage of Commercial and Industrial (“C&I”) loans to arrive at a reasonable size (i.e., 20 banks). This reference group consisted of banks with assets between $2.72$2.86 billion and $9.47$10.21 billion as of the date of adoption of the peer group by the Company in 2018,2019, compared to $3.4$4.53 billion for the Company ($4.5 billion on apro-forma basis incorporating the impact of previously announced acquisitions expected to close prior to 2019).at such time.

2019During 2020, the Compensation Committee also requested that Meridian prepare a supplemental peer group of FinTech companies. This supplemental peer group is not intended to replace the Company’s primary peer group when evaluating the Company’s compensation practices, but to provide additional context going forward regarding the Company’s compensation decisions in relation to its primary peer group, given the Company’s growing technology presence in transportation payments (e.g., factoring and TriumphPay). This supplemental FinTech peer group was developed in late 2020 and was not used for evaluation of the Company’s 2020 compensation decisions, but has been and is expected to be used as an additional element of consideration for compensation decisions in 2021 and future years.

2020 Executive Compensation Program and Pay Decisions

The Company’s executive compensation program for 20192020 consisted of the following components: base salary, short-term cash incentives paid under our AIP, long-term equity awards under our LTIP, participation the 2019 Cumulative EPS Award program described below, limited perquisites and employee benefit plans.

Base Salary

The Compensation Committee annually reviews each NEO’s base salary. In determining whether to adjust an NEO’s 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 NEO’s base salaries for fiscal years 20182019 and 20192020 and the year over year percentage change in salaries.

Our NEO’s base salaries were adjusted in 20192020 primarily to remain competitive with market median pay levels and to reflect individual performance, as well as to reflect, for Ms. Lehmann, her assumptionperformance.

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At the January 2021 meeting of the role of President, Retail Banking at TBK Bank, SSB in addition to her Chief Operating Officer role.

Effective January 2020,Compensation Committee, based on updated market data, the Compensation Committee approved the following base salaries for our NEO’s effective JanuaryMarch 1, 2020:2021:

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The table below shows that for 2020 the Company achieved its stretch targets for its EPS and Net Charge-Off goals, between threshold and target for its Non/Performing Assets to Total Assets goal and target for its Employee/Customer satisfaction goal. In making the determination to weight performance for the Employee Customer Satisfaction Goal for each NEO at target, the Committee considered enterprise wide success in developing and rolling out action plans in response to previous employee engagement and customer satisfaction surveys, and continued strong overall performance with respect to such surveys.

In analyzing the results above, the Committee noted that several of the Company’s financial metrics were impacted by TFS Acquisition and related subsequent transactions discussed above, including the impact on EPS resulting from the gain realized from CLVG’s delivery of the proceeds of the stock consideration sold by CVLG pursuant to the TFS Amendment and Release, offset in part by the specific reserves from subsequent deterioration of the credit quality and additional credit issues with the largest Over-Formula Advance Portfolio client. It further noted the impact to the Non-Performing Asset/Total Asset Goal related to the Over-Formula Advance Portfolio clients. In addition to the financial impacts from TFS Acquisition, the Committee noted the amount of executive and managerial time and resources expended during the second half of 2020 as a result of the TFS Acquisition. Considering the totality of the foregoing factors, as well as the overall impact of the acquisition on the Company during 2020, the Compensation Committee exercised its discretion to decrease the calculated incentive awards for each NEO from 132% of target to 120% of target.

The following table shows, for each of our NEO’s, the target incentive payment under our AIP, the total calculated payout under the AIP, the impact of the discretionary adjustments made by the Committee as described above and the total payout of annual cash incentives for the Company’s 20192020 fiscal year.

Long-Term Incentive Program

Each year, the Company grants equity awards to our NEO’sNEOs under our LTIP. The purpose of these grants is to align our NEO’s with stockholder interests, reward our NEO’s for long-term stockholder value creation and encourage retention of our NEO’s.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 basedperformance-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).

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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 2019,2020, 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 NEO’s: 45%NEOs: 50% for Mr. Graft, Mr. Fowler, Ms. Lehmann, and Mr. Nelson and 40% for Mr. Fowler, and 35% for each of Ms. Lehmann, Mr. Nelson and Mr. Rtterbusch (prorated to reflect a partial year of service for Mr. Ritterbusch).Ritterbusch. In addition, at theirits discretion, the Compensation Committee may increase or decrease by 30% aan NEO’s target LTIP award based on Company performance, individual performance or other risk factors. For 2019,2020, each NEO’s LTIP award was approved at target. Each NEO’s LTIP award was issued 50% as performance basedperformance-based restricted stock units based on the Company’s relative total stock return, 25% time-vested restricted stock, and 25% nonqualified stock optionsoptions. For purposes of determining the number of shares of restricted stock granted, the target number of performance shares, and the number of option shares to be awarded, the Compensation Committee considered the weighted average stock price of the Company’s common stock for the period from April 21, 2020 through the May 1, 2020 issue date to account for the unusual stock price volatility experienced during 2020. The targeted grant value of each award type for each of our NEOs under our LTIP is as set forth in the table below:follows:

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