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:

 

 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, 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):

 

     

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 Fee paid previously with preliminary materials.
 Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) 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:

 

     

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LOGOLOGO


LOGO

TRIUMPH BANCORP, INC.

12700 Park Central Drive, Suite 1700

Dallas, Texas 75251

(214)365-6900

March 26, 202015, 2022

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.Tuesday, April 26, 2022. The Annual Meeting will begin promptly at 1:10:00 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.

Justin Trail and Robert Dobrient, each of whomFrederick Perpall, who has served on our Board since 2010,2016, will retire from the Board effective as of the date ofnot stand for re-election at the Annual Meeting. The Chairman and the entire Boardboard earnestly thank each of Messrs. Trail and DobrientMr. Perpall for their long andhis dedicated service to the Company. Two new nominees, Debra Bradford and Laura Easley, have been nominatedFollowing the Annual Meeting, the Board intends to fillfix the vacancies created bysize of 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.at ten members.

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,

 

LOGOLOGO

Aaron P. Graft

President and Chief Executive Officer

 

Triumph Bancorp  |  2020 Proxy Statement


LOGO

Notice of Annual Meeting of Stockholders

To be held May 7, 2020April 26, 2022

 

 

Meeting Information

 

Date:  May 7, 2020April 26, 2022
Time:  1:10:00 p.m., local timea.m. Central Time
Location:  

3 Park Central, 12700 Park Central Drive, Basement Level, Conference Room 1, 15th Floor

Dallas, Texas 75251

Record Date:  Close of business, March 10, 2020February 28, 2022

Voting Items

 

 1.

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

 

 2.

To vote on anon-binding advisory resolution to approve the compensation of the Company’s named executive officers as disclosed in the accompanying proxy statement (the “Say on Pay Proposal”);

 

 3.

To approve an amendment to our Second Amended and Restated Certificate of Formation to change the name of the Company from Triumph Bancorp, Inc. to Triumph Financial, Inc. (the “Name Change Proposal”);

4.

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

 

 4.5.

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

We are furnishing our 20192021 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, 2020,15, 2022, which provides them with instructions on how to vote and how to access the 20192021 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 20192021 Annual Report and proxy materials will receive an email notice with details on how to access those materials and how to vote.

Triumph Bancorp  |  2022 Proxy Statement


How to Vote

Stockholders of record may vote:

 

    LOGOLOGO    By Internet: go to www.proxypush.com/TBK
    LOGOLOGO    By phone: call866-206-5381
    LOGOLOGO    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


The Board of Directors has fixed the close of business on March 10, 2020February 28, 2022 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.

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.

 

  

By Order of the Board of Directors,

 

March 26, 2020

15, 2022
  

LOGOLOGO

 

Dallas, Texas

  Aaron P. Graft
  President and Chief Executive Officer

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

to be Held on May 7, 2020.April 26, 2022.

The Proxy Statement for the 20202022 Annual Meeting, the Notice of the 20202022 Annual Meeting, the form of proxy and the Company’s 20192021 Annual Report are available at www.proxydocs.com/TBK.

 

        Triumph Bancorp  |  20202022 Proxy Statement


TABLE OF CONTENTS

 

 

 

         Page      

Information Concerning Solicitation and Voting

    1

Proposal 1: Election of Directors

    5

Corporate Governance

  1615

Compensation Discussion and Analysis

  2120

Section 16(a) Beneficial Ownership Reporting Compliance

  4543

Certain Relationships and Related Party Transactions

  4644

Security Ownership of Certain Beneficial Owners and Management

  4946

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

  5148

Proposal 3: Management Proposal for Approval of Amendment to the Company’s Second Amended and Restated Certificate of Formation to Change the Name of the Company

49

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

  5250

Report of the Audit Committee

  5452

Stockholder Proposals

  5654

Householding

  5755

Annex A

A-1

 

Triumph Bancorp  |  20202022 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:

  May 7, 2020April 26, 2022

Time:

  1:10:00 p.m., local timea.m. Central Time

Location:

  

3 Park Central, 12700 Park Central Drive, Basement Level, Conference Room 1, 15th Floor

Dallas, Texas 75251

Record Date:

  Close of business, March 10, 2020February 28, 2022

 

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.

 

INTERNET TELEPHONE MAIL IN PERSON
   

LOGOLOGO

 

 

LOGOLOGO

 

 

LOGOLOGO

 

 

LOGOLOGO

 

Visit www.proxypush.com/TBKwww.proxyvote.com. 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

under “Voting in Person” on page 2 and

requesting a ballot when you

arrive.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 51

3.

 Ratification of Selection of Independent Registered Public Accounting Firm Majority of
Votes Cast
 FOR 52

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.

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 48

3.

 Management Proposal to approve an amendment to the Company’s Second Amended and Restated Certificate of Formation to change the name of the Company from Triumph Bancorp, Inc. to Triumph Financial, Inc. Two-Thirds of
Outstanding
Shares
 FOR 49

4.

 Ratification of Selection of Independent Registered Public Accounting Firm Majority of
Votes Cast
 FOR 50

 

        Triumph Bancorp  |  20202022 Proxy Statement


LOGO

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 26, 2022

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 20202022 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 1:10:00 p.m.a.m. local time, on May 7, 2020.April 26, 2022.

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 28, 2022, 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 28, 2022 we had 24,101,12025,160,156 shares of Common Stock outstanding and entitled to vote at the Annual Meeting, and our shares of Common Stock were held by approximately 357349 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  |  20202022 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.

 

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 6, 2020April 25, 2022 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.

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 Name Change Proposal, (4) the

2        Triumph Bancorp  |  2022 Proxy Statement


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.

 

2        Triumph Bancorp  |  2020 Proxy Statement


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.

 

Name Change Proposal (Proposal 3). Under our charter, the affirmative vote of holders of at least two-thirds of the outstanding shares entitled to vote on the Name Change Proposal is required to adopt the proposal. Abstentions, broker non-votes and failures to vote will have the same effect as votes against the Name Change Proposal.

All Other Proposals (Proposals 2 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 BrokerNon-Votes

Under certain circumstances, including the election of directors, matters involving executive compensation and other matters considerednon-routine, banks and brokers are prohibited 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 “brokernon-vote.” In these cases, as long as a routine matter is also being voted on, and in cases where the stockholder does not vote on such routine matter, those shares will be counted for the purpose of determining if a quorum 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 proposal 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 Annual Meeting.

Abstentions and brokernon-votes will not be treated as votes cast for any of the proposals at the Annual Meeting and thus will have no effect on the results of anythe Proposal for Election of such proposals.Directors (Proposal 1), the Say on Pay Proposal (Proposal 2) and the Ratification of Crowe LLP as our Independent Registered Public Accounting Firm (Proposal 4), and will have the same effect as votes against the Name Change Proposal (Proposal 3).

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 anon-binding advisory basis, of the compensation of our named executive officers as disclosed in this Proxy Statement, (3) a vote for approval of the amendment to our Second Amended and (3)Restated Certificate of Formation to change the name of the Company from Triumph Bancorp, Inc. to Triumph Financial, Inc., and (4) a vote for the ratification of the appointment of Crowe LLP as our independent registered public accounting firm.

Triumph Bancorp  |  2022 Proxy Statement        3


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 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.

Triumph Bancorp  |  2020 Proxy Statement        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        Triumph Bancorp  |  20202022 Proxy Statement


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 20212023 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.

 

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

Douglas M. KratzDebra A. Bradford

    

Director

Richard L. Davis

    

Director

Laura K. Easley

Director

Maribess L. Miller

Director

Michael P. Rafferty

    

Director

C. Todd Sparks

    

Director

Debra Bradford

Director Frederick Perpall will not stand for re-election at the Annual Meeting. The Chairman and the entire Board thank Mr. Perpall for his dedicated service to the Company. Upon the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors has determined not to fill the seat that will be left vacant and fix the number of directors on the Board at ten (10) members.

New Director Nominee

Laura Easley

New Director Nominee

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.

 

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

 

Triumph Bancorp  |  20202022 Proxy Statement        5


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

Standing
for Election

 

Director
Since

  Committee Membership

Name

Age

Position

Independent

AC

CC

NC

RM

Age

Position

Independent

AC

CC

NC

RM

Charles A. Anderson

59

2010

Director

C

61

2010

  Director

C

Harrison B. Barnes

29

2021

  Director

Debra A. Bradford

63

2020

  Director

Richard L. Davis

66

2010

Director

68

2010

  Director

Robert Dobrient*

58

2010

Director

Laura K. Easley

57

2020

  Director

C

Aaron P. Graft

42

2010

Director, Vice Chairman, Chief Executive Officer & President

44

2010

  Director, Vice Chairman, Chief Executive Officer & President

Douglas M. Kratz

68

2013

Director

C

Maribess L. Miller

67

2014

Director

C

69

2014

  Director

C

Frederick P. Perpall

45

2016

Director

Frederick P. Perpall*

47

2016

  Director

Michael P. Rafferty

65

2014

Director

C

67

2014

  Director

C

Carlos M. Sepulveda, Jr.

62

2010

Director & Chairman

CB

64

2010

  Director & Chairman

C. Todd Sparks

52

2010

Director

54

2010

  Director

Justin N. Trail*

48

2010

Director

Debra Bradford

61

New Director Nominee

P

Laura Easley

55

New Director Nominee

P

P

 

*

Retiring from the Board effective as of the date ofNot standing for re-election at the Annual Meeting

C

Committee Chair

Member

CB

Chairman of the Board

P

Proposed Committees

AC

Audit Committee

CC

Compensation Committee

NC

Nominating and Corporate Governance Committee

RM

Risk Management 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 Tenure Diversity Independence
  
LOGOLOGO LOGOLOGO LOGOLOGO

 

*

Items above depictedDepicted giving effect to continuing directors andDirectors standing for election of the current proposed nominees at the Annual Meeting.

 

6        Triumph Bancorp  |  20202022 Proxy Statement


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.

Gender, Ethnic or National

Diversity

  

We value the representation of gender, ethnic, geographic, cultural orand 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 shareholders.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.

 

Triumph Bancorp  |  20202022 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

Banking
Experience
Financial
Experience
Senior
Leadership
Experience
Gender,
Ethnic or
National
Diversity
Public
Company
Board
Experience
Transportation
and Payments
Experience

Charles A. Anderson

X

X

Harrison B. Barnes

X

X

X

Debra A. Bradford

X

X

X

X

X

Richard L. Davis

X

Aaron P. Graft

X

Laura K. Easley

X

X

X

Aaron P. Graft

X

X

X

Douglas M. Kratz

X

X

Maribess L. Miller

X

X

X

X

X

Frederick P. Perpall

X

X

Michael P. Rafferty

X

X

X

X

X

X

Carlos M. Sepulveda, Jr.

X

X

X

X

X

C. Todd Sparks

X

X

X

X

*

Depicted giving effect to Directors standing for election at the Annual Meeting.

As of March 15, 2022 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:

Debra BradfordTotal Number of Directors

X

X

X

X

Laura Easley

X

X

X

10

   Female Male Non-Binary  Did Not
Disclose
Gender

Part I: Gender Identity

     

Directors

 

3

 

7

 

—  

  

—  

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

 

5

 

—  

  

—  

Two or More Races or Ethnicities

 

—  

 

—  

 

—  

  

—  

LGBTQ+

 

—  

 

—  

 

—  

  

—  

Did Not Disclose Demographic Background

 

—  

 

—  

 

—  

  

—  

 

*

Depicted giving effect to continuing directors andDirectors standing for election of the current proposed nominees at the Annual Meeting.Meeting

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:

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 of stockholders expected to be held in 2021, with the exception of Mr. Dobrient, who is retiring from the Board as of the date of 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 this Annual Meeting; and

The Class III directors are Carlos M. Sepulveda, Jr., Charles A. Anderson and Justin N. Trail, and their term will expire at this Annual Meeting. Mr. Trail is retiring from the Board as of the date of the Annual Meeting.

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.

8        Triumph Bancorp  |  20202022 Proxy Statement


Directors or Director Nominees Standing for Election at the 20202022 Annual Meeting

 

   

LOGO

LOGO

 

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.

LOGO

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.

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 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.

Triumph Bancorp  |  2020 Proxy Statement        9


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 also serves as a member of the Board of Directors and on the Executive Loan Committee of TBK Bank, SSB. He currently serves on the Board

Independent Director

Director Since 2010

Age 52

Board Committees:

  Audit

Key Qualifications and Expertise:

  Banking Experience

  Financial Experience

  Senior Leadership Experience

of Directors of Legacy Artificial Lift Systems LLC. Mr. Sparks formerly served on the board of FirstCapital Bank of 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.

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 that, Mr. Anderson was associated with the Trammell Crow Company where he served as Senior

Independent Director

Director Since 2010

Age 59

Board Committees:

  Compensation (Chair)

  Nominating Corporate Governance

Key Qualifications and Expertise:

  Senior Leadership Experience

Other Current Public Boards:

  Highwoods Properties, Inc.

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.

LOGO  

Carlos 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 Directors of Savoya, a chauffeured ground transportation service provider. In 2007,

  

Chairman of the Board

 

Independent Director

 

Director Since 2010

 

Age 6264

 

Key Qualifications and Expertise:

  Senior Leadership Experience

  Financial Experience

  Gender, Ethnic or National 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) 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.

10        Triumph Bancorp  |  2020 Proxy Statement


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 joined First American Payment Systems in 2001 and has served as President and Chief Financial Officer

Independent Director Nominee

Age 61

Proposed Board Committees:

  Audit

Key Qualifications and Expertise:

  Financial Experience

  Senior Leadership Experience

  Gender, Ethnic or National Diversity

  Transportation and Payments Experience

since 2008. She also serves on the board of directors and audit committee of First American Payment Systems. Prior to joining First American Payment Systems, 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 First Data Corporation. Ms. Bradford graduated from University of Texas in Austin. She is a Certified Public Accountant and a member of the Texas Society of Certified Public Accountants.

       
LOGO

Laura Easley

LOGO

 

Retired Chief Operating Officer

Transportation Insight

Laura 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 served in various other capacities at Transportation Insight from 2005 to 2019,

Independent Director Nominee

Age 55

Proposed Board Committees:

  Nominating Corporate Governance

  Risk Management

Key Qualifications and Expertise:

  Senior Leadership Experience

  Gender, Ethnic or National Diversity

  Transportation and Payments Experience

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 System. Ms. Easley received a Bachelor of Science Degree in Industrial Engineering and Management from Oklahoma State University. She serves on the Board of Directors for the OSU Cowboy Academy of Industrial Engineering and Management.

Triumph Bancorp  |  2020 Proxy Statement        11


Directors with Terms Ending in 2021 (Continuing Directors)

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 Vice Chairman of Triumph Business Capital and a Director of Triumph Insurance Group, Inc. Mr. Graft

  

Director

 

Director Since 2010

 

Age 42

Board Committees:

  Risk Management44

 

Key Qualifications and Expertise:

  Banking Experience

  Senior Leadership Experience

  Transportation and Payments Experience

 

of Triumph Business Capital and a Director 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 Bancorp, 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,cum laude, and a Juris Doctorate, Cum Laude,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.

Triumph Bancorp  |  2022 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 61

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

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 National

Independent Director

Director Since 2021

Age 29

Board Committees:

  Compensation

Key Qualifications and Expertise:

  Banking Experience

  Diversity

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 joined First

Independent Director

Director Since 2020

Age 63

Proposed Board Committees:

  Audit

  Risk Management

Key Qualifications and Expertise:

  Financial Experience

  Senior Leadership Experience

  Diversity

  Transportation and Payments Experience

Other Current Public Boards:

  International Money Express, Inc.

American Payment Systems in 2001 and has served as President and Chief Financial Officer since 2008. She also serves on the board of directors and audit committee of First American Payment Systems. Prior to joining first American Payment Systems, 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 the Governance and Compensation Committees of 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        Triumph Bancorp  |  2022 Proxy Statement


LOGO

Richard L. Davis

Founder

DAVACO, Inc.

Richard L. Davis is 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 & Young Entrepreneur

Independent Director

Director Since 2010

Age 68

Board Committees:

  Compensation

  Nominating Corporate Governance

Key Qualifications and Expertise:

  Senior Leadership Experience

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 Foundation Board of Baylor Scott & White.

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 served in various

Independent Director

Director Since 2020

Age 57

Proposed Board Committees:

  Nominating Corporate Governance

  Risk Management (Chair)

Key Qualifications and Expertise:

  Senior Leadership Experience

  Diversity

  Transportation and Payments Experience

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

  

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 6769

 

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.

Southwest Region Consumer, Industrial Products and Services Leader from 1998 until 2001; and as Managing Partner of thatthe firm’s U.S. Healthcare Audit Practice from 1995 to 1998.1995-1998. Ms. Miller joined the board of DR Horton, Inc. (NYSE: DHI) in November, 2019 and serves as chair of the Nominating and Corporate Governance Committee and as a member of the Audit and Compensation Committees. Since 2010,Committee. 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). from 2010-2021. 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.

 

Triumph Bancorp  |  2022 Proxy Statement        11


   

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 Practice Leader for

Independent Director

Director Since 2014

Age 67

Board Committees:

  Audit (Chair)

  Risk Management

Key Qualifications and Expertise:

  Financial Experience

  Senior Leadership Experience

Other Current Public Boards:

  MoneyGram International, Inc.

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 also serves as a member of the Board of Directors and on

Independent Director

Director Since 2010

Age 54

Board Committees:

  Audit

Key Qualifications and Expertise:

  Banking Experience

  Financial Experience

  Senior Leadership Experience

the Executive Loan Committee of TBK Bank, SSB. Mr. Sparks formerly served on the board of First Capital Bank of 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.

Not Standing for Re-Election

LOGO

LOGO

  

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 4547

 

Board Committees:

  Compensation

 

Key Qualifications and Expertise:

  Senior Leadership Experience

  Gender, Ethnic or National Diversity

Other Current Public Boards:

  Starwood Property Trust

  FedEx Corporation

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 the Board of Directors and as a member of the Audit Committee of Starwood Property Trust (NYSE: STWD) and on the Board of Directors and as member of the Audit and Nominating and Corporate Governance Committees of FedEx Corporation (NYSE: FDX). Mr. Perpall serves on numerous other 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.

 

12        Triumph Bancorp  |  20202022 Proxy Statement


Retiring Directors

LOGO

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.
LOGO

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.

Triumph Bancorp  |  2020 Proxy Statement        13


Information Regarding Executive Officers

Our executive officers are as follows:

 

Name

  

Age

   

Position

Aaron P. Graft

  4244   Vice Chairman, Chief Executive Officer and President of the Company Vice Chairman, Chief Executive Officer of TBK Bank, SSB

R. Bryce FowlerW. Bradley Voss

  6646   

Executive Vice President and Chief Financial Officer of the Company

President and Chief Financial Officer of TBK Bank, SSB

Gail Lehmann

  6264   

Executive Vice President, Secretary of the Company

Chief Operating Officer President-Retail Banking,and Secretary of TBK Bank, SSB

Adam D. Nelson

  4244   

Executive Vice President, General Counsel of the Company and

TBK Bank, SSB

Todd Ritterbusch

  5153   Executive Vice President, Chief Lending Officer, TBK Bank, SSB

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

R.W. Bradley Voss Bryce Fowlerhas served as our Executive Vice President, Chief Financial Officer since 2010.2021. He also serves as Executive Vice President and Chief 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 acquisition 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 BachelorMaster of Business Administration from the University of Texas-Arlington andTexas at Austin. He is a certified public accountant in Texas (license inactive).Chartered Financial Analyst (CFA) charter holder.

Gail Lehmann has served as our Executive Vice President and Secretary since 2010. She also serves as Chief Operating Officer, President, Retail Banking and Secretary of TBK Bank, SSB. Previously, Ms. Lehmann served as Corporate Compliance Officer and Senior Vice President of Risk Management for 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 Bachelor of Science, with a Major in Public Administration/Political Science and a Minor in Criminal Justice, from the University of Illinois.

Adam D. Nelson has served as our Executive Vice President and General Counsel since 2013. He also serves as Executive Vice President and General Counsel 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 Bachelor of Arts in Economics,magna cum laude, from Baylor University and a Juris Doctorate,cum laude, from Harvard Law School.

 

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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 servesserved 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 2019,2021, the Board of Directors held five meetings and committees of the Board held a total of 2321 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 2019.2021.

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:

 

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

 

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 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;

 

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

 

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

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

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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 times during 2019.2021.

Compensation Committee. Our Compensation Committee is composed of, Charles A. Anderson (Chair), Harrison Barnes, Richard Davis Robert Dobrient, Justin N. Trail and Frederick P. Perpall. Following the Annual Meeting, our Compensation Committee will continue to have three members (Mr. Anderson (Chair), Mr. Barnes and Mr. Davis). 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:

 

evaluates human resources and compensation strategies;

 

reviews and approves objectives relevant to executive officer compensation;

 

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;

 

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

 

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.com. Our Compensation Committee met sixfour times during 2019.2021.

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:

 

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;

 

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

 

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

 

oversees management continuity planning;

 

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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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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.com. Our Nominating and Corporate Governance Committee met four times during 2019.2021.

Risk Management Committee. Our Risk Management Committee is composed of Douglas M. KratzLaura Easley (Chair), Aaron P. Graft, Robert Dobrient,Debra Bradford, 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 Management 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 recommends changes to the Company’s enterprise risk management policy to our Board of Directors;

 

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 Management 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 Management Committee shall be a member of the Company’s Audit Committee. The written charter for our Risk Management Committee is available on our website under the link entitled “Investor Relations – Corporate Governance” atwww.triumphbancorp.com. Our Risk Management Committee met four times during 2019.2021.

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, 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.

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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

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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 Management 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.

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, none of our executive officers serves or has served as a member of the Board of Directors, Compensation 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;

 

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;

 

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

 

the familiarity of the nominee with our industry;

 

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.

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

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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 eleventen then serving directors virtually attended our 20192021 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” 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 20192021 compensation.

Executive Summary

20192021 Financial Performance

During 2021, the Company delivered record financial performance while simultaneously pivoting the growth strategy for its TriumphPay payments platform, transitioning the Company’s focus to a develop a fee driven 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”).

Such pivot and the execution of this growth strategy required significant investments, both financial and in the time and focus of the Company’s management team. The Company delivered solidwas able to make such investments and demonstrate tangible results in the execution of such strategy while simultaneously delivering top tier financial results that allowed it to accumulate retained earnings and avoid diluting the Company’s stockholders to fund the ongoing investments in 2019 in the face of headwinds impacting the transportation sector from which the Company derives a substantial portion of its revenues. These headwinds, which primarily impacted both the average invoice size for invoices purchased in our transportation factoring business and utilization rates from our factoring clients, negatively impacted our net funds employed and revenue from such business.fintech platform. Such results impacted our return on average assets (“ROA”) for the year on a year over year basis compared to 2018, which was a record yearwere aided by historically strong macro trends in the transportation sector. Operationsindustry, but also the efforts of the Company’s management team and team members in our community banking markets remained strong, as we began to see our investments in best in class retail and treasury management technology pay off in core deposit growth, particularly during the second half of 2019. In addition, asset quality remained strong across the enterprise.

Against this backdrop,driving key initiatives that allowed the Company deliveredto fully capitalize on such macro trends.

The Company’s top line financial results for 2019 which included the following:

 

Net income available to common stockholders of $58.5$109.8 million, compared to $51.1$62.3 million in 2018;2020;

 

ROADiluted earnings per common share of 1.23%,$4.35, compared to 1.33% for 2018;

Organicnon-interest bearing deposit growth of $85.2 million$2.53 in 2019, compared to $23.9 million in 2018, as our deposit gathering efforts and investments in technology in retail banking and treasury management began to pay dividends;2020;

 

Non-performing assets to average assets of 0.87%0.92% as of December 31, 2019,2021, compared to 0.84%1.15% as of December 31, 2018;2020;

Continued success in growing the Company’s core deposit franchise in its traditional banking markets, as non-interest bearing deposits were approximately $1.9 billion (or approximately 41% of total deposits) as of December 31, 2021, and the Company’s total cost of deposits was 0.20% for 2021 compared to 0.67% for 2020; and

 

Net-charge offsNet charge-offs as a percentage of average loans of 0.17% for 2019,0.95%, compared to 0.23%0.10% for 2018.

During 2019,2020 (which metric was significantly impacted by the Company made the determinationcharge off of a large account related to adjust its strategic focus away from total asset growth toward a focus on growth in its core transportation businesses, including factoring, equipment finance, and the Company’s TriumphPay payments platform. It believespreviously disclosed acquisition of the assets of Transport Financial Solutions (the “TFS Acquisition”), a significant portion of which was indemnified by Covenant Logistics Group, Inc. (“CVLG”), the seller of such businesses are the Company’s most differentiated and profitable linesassets, as part of business and that a focus on growingresolution of issues identified in such businesses while moderating overall assetacquisition).

The Company also demonstrated significant growth and simultaneously growing core deposits will create a stronger franchiseprogress in key areas tied to its strategically important businesses in the transportation sector, Triumph Business Capital and increased profitability for our shareholders. Such strategic direction will include a focus onTriumphPay, including the following:

 

Continued investments in technology, particularlyTotal invoice volume purchased at Triumph Business Capital (“TBC”) for 2021 of $13.1 billion, compared with $7.1 billion in 2020

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End of year annualized payment volume at TriumphPay (“TPay”) of approximately $21 billion, compared with $7.7 billion at the end of 2020;

Continued onboarding of top tier Brokers and Factors onto the TriumphPay designedplatform, including 17 of the top 25 Brokers in the United States and 11 of the top 20 Factors in the United States utilizing the TriumphPay platform for at least one service offering;

During 2021, the Company also successfully executed on the acquisition of HubTran, Inc., a software platform that offers workflow solutions for the processing and approval of Carrier invoices for approval by Brokers or purchase by Factors. Following such acquisition, the TriumphPay strategy shifted from a capital-intensive on-balance sheet product with a greater focus on interest income to drive further efficiencies in our transportation factoring business and continued adoption and utilizationa payments network for the trucking industry with a focus on fee revenue. The Company believes that the integrated service offerings of the TriumphPay platform allowing usfollowing this acquisition, namely the offering of a streamlined and integrated process for the presentment, audit and payment of transportation invoices that connects Brokers, Shippers, Factors and Carriers presents a significant opportunity to achieve ourdrive fee income growth targetsin future years and generate significant value for such businesses;

Focus in our community banking markets on total relationship banking compared to aggregate asset growth, increasing core deposit generation and treasury management adoption by our lendingthe Company’s stockholders and other clients in such markets;

Holding aggregate asset size relatively stable on a year over year basis, increasing the percentage of our balance sheet invested in transportation assets, and utilizing core deposit growth to run off higher cost deposits and other liabilities; and

returning excess capital to our shareholders pursuant to share repurchase programs;

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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.stakeholders.

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, 20162018 to December 31, 2019.2021. Our total stockholder return over this period significantly outperformed both the NASDAQ Composite and KBW andindices as well as the KRE Bank Indices.SPDR ETF.

3-Year Total Stockholder Return

 

LOGOLOGO

Named Executive Officers

Our 2019 named executive officers (NEO’s) as of December 31, 2021 are as set forth below. On September 1, 2021, R. Bryce Fowler, our former Executive Vice President and former named executive officers were:Chief Financial Officer retired from such position and W. Bradley Voss was promoted to such position as of such date. Certain elements of 2021 compensation for Mr. Voss and Mr. Fowler not otherwise addressed herein are set forth below under “Voss 2021 Compensation” and “2021 Compensation for Former Named Executive Officers – Retirement of Mr. Fowler” respectively.

 

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Name

  

Age

   

Position

Aaron P. Graft

  4244   

Vice Chairman, Chief Executive Officer and President of the Company

Vice Chairman, Chief Executive Officer of TBK Bank, SSB

R. Bryce FowlerW. Bradley Voss

  6646   

Executive Vice President and Chief Financial Officer of the Company

President and Chief Financial Officer of TBK Bank, SSB

Gail Lehmann

  6264   

Executive Vice President, Secretary of the Company

Chief Operating Officer, President-Retail Banking, Secretary of TBK Bank, SSB

Adam D. Nelson

  4244   

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

Todd Ritterbusch

  51

53

   

Executive Vice President, Chief Lending Officer, TBK Bank, SSB

Daniel J. Karas

59Former Executive Vice President, Chief Lending Officer, TBK Bank, SSB

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On May 1, 2019 we announced that Todd Ritterbusch had been appointed the Executive Vice President and Chief Lending Officer of our wholly-owned bank subsidiary, TBK Bank, SSB. In connection with the appointment of Mr. Ritterbusch, Daniel J. Karas ceased his service as Chief Lending Officer of TBK Bank, SSB and as an executive officer. Mr. Karas remained with the Company in a management capacity focused on the Company’s commercial finance product lines until September 1, 2019, at which point his employment with the Company ceased. Although Mr. Karas is an NEO for 2019 for purposes of SEC rules, he is not subject to our current compensation programs and did not participate in portions of our 2019 compensation program for executive officers. Accordingly, in order to preserve an accurate description of our executive compensation programs, references in this Compensation Discussion and Analysis to “executives” or “NEO”s are intended to exclude Mr. Karas unless otherwise noted. For a discussion of the 2019 compensation for Mr. Karas, please refer to the subsection of this Compensation Discussion and Analysis entitled “2019 Compensation for Former Named Executive Officers.”

Compensation Design Principles and Governance Best Practices

Our compensation programs incorporate best practices, including the following:

 

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 taxgross-ups related to change in control

»  Prohibit hedging of company securities by Executive Officers and Directors

»  No excessive perquisites

»  No stock option repricing without stockholder approval

Say on Pay/Say on Frequency

The Company has determined to hold shareholderstockholder advisory votes on our executive compensation (i.e. the “say on pay” vote) on an annual basis, as we 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 engage with stockholders at any time.

Executive Compensation Objectives and Policies

Below we summarize our compensation philosophy and guiding principles as well as our decision process and the outcomes of that process. Our executive compensation programs are designed to enable the Company to attract, motivate and retain talent needed for the Company’s success, reward executives for performance, align executive interests with those of our stockholders, provide competitive compensation and ensure a balanced approach that promotes sound risk management practices.

 

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

 

Compensation Principles  How 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 a proxy peer group of publicly-traded banks similar in size as asset types is reviewed annually. In addition, such analysis considers the Company’s growing Fintech presence as its transportation payments business continues to expand in this area.

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 (Core Return on Average Assets) and(Earnings Per Share), proper risk management incentives, including preservation of credit quality(Non-Performing Asset and NetCharge-Off Goals), and goals tied to execution in the Company’s strategically important transportation and payments businesses (TBC and TPay).

 

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

»  Participation in 2019 Cumulative EPS Award that rewards significant cumulative earnings per share growth tied to performance derived from successful execution of the key pillars of Company’s change in strategic direction.

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.

The table below summarizes the purpose/objective of each compensation component used in our 20192021 program.

 

Compensation Component  Purpose/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.plan;

 

»  Includes risk mitigation/credit quality metrics(Non-Performing AssetAsset; and Net Charge Off targets) as a meaningful portion of total opportunity.opportunity;

»  Includes goals tied to execution in the Company’s strategically important transportation and payments businesses (TBC and TPay); 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.compensation;

 

»  Rewards long-term stockholder value creation.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.executives; and

 

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

 

24        Triumph Bancorp  |  20202022 Proxy Statement        23


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 2019,2021, 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 2019.2021. 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 20192021 compensation decisions for our NEO’s. As part of its decision making process, the committeeCommittee 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 its NEO’s in 2019,2021, 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.groups. 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

 

24        Triumph Bancorp  |  20202022 Proxy Statement        25


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 referencecompensation peer group consisted of banks with assets between $2.72$2.7 billion and $9.47$9.4 billion as of the date of adoption of the peer group by the Company in 2018,2020, compared to $3.4$5.35 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.

 

Banking Peer Group

1st Source Corporation

  Veritex Holdings, Inc.

Enterprise Financial Services Corp

  Preferred Bank

ServisFirst Bancshares, Inc.

  Stock Yards Bancorp, Inc.

Lakeland Financial Corporation

  First Financial Bancorp.Corporation

TriState Capital Holdings, Inc.

  Mercantile Bank Corp

Heritage Commerce Corp

  Brookline Bancorp, Inc.

First MerchantsNational Bank Holdings Corporation

  Atlantic Capital Bancshares, Inc.

Live Oak Bancshares, Inc.

  Equity Bancshares, Inc.

BancFirst Corporation

  LegacyTexas Financial Group, IncByline Bancorp, Inc.

GreenOrigin Bancorp, Inc.

 

  

QCR Holdings, Inc.

 

2019The Compensation Committee also requested that Meridian prepare a supplemental peer group of FinTech companies. This supplemental peer group is intended to provide additional context going forward regarding the Company’s compensation decisions in relation to its banking peer group, given the Company’s growing technology presence in transportation payments (e.g. factoring and TriumphPay). The supplemental FinTech peer group consisted of FinTech companies with revenues between $16 million and $590 million. The Committee evaluated the Company’s practices against this peer group and at both the 25% and 50% percentile levels, in light of the limited number of size-appropriate peers and the challenges in isolating and mapping the Company’s FinTech operations against peer levels. This supplemental FinTech peer group was developed in late 2020 and was used as an additional element of consideration for CEO compensation decisions in 2021. In general, such a 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) 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.

LendingClub Corporation

PaySign, Inc.

EVERTEC, Inc.

Mogo Inc.

On Deck Capital, Inc.

Paya Holdings, Inc.

I3 Verticals, Inc.

Priority Technology Holdings, Inc.

Repay Holdings Corporation

2021 Executive Compensation Program and Pay Decisions

The Company’s executive compensation program for 20192021 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.

Triumph Bancorp  |  2022 Proxy Statement        25


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 20182020 and 20192021 and the year over year percentage change in salaries. Mr. Voss’s base salary for 2021 is discussed below under “Voss 2021 Compensation.”

 

Executive  2018 Base Salary   2019 Base Salary   Increase   2020 Base Salary   2021 Base Salary   Increase 

Aaron P. Graft

   $515,000    $570,000    10.68   $650,000    $650,000     

R. Bryce Fowler

   $300,000    $350,000    16.67

Gail Lehmann

   $275,000    $340,000    23.64   $350,000    $360,000    2.86

Adam D. Nelson

   $265,000    $290,000    9.43   $305,000    $340,000    11.48

Todd Ritterbusch

       $325,000        

 

$325,000

 

 

 

   

 

$340,000

 

 

 

   

 

4.62

 

 

Our NEO’s base salaries were adjusted in 20192021 primarily to remain competitive with market median pay levels and to reflect individual performance, as well as to reflect, for Ms. Lehmann, her assumptionperformance.

At the January 2022 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, 2020:2022:

 

Executive  20202022 Base Salary 

Aaron P. Graft

   $650,000700,000 

R. Bryce Fowler

$385,000

Gail Lehmann

   $350,000400,000 

Adam D. Nelson

   $305,000375,000 

Todd Ritterbusch

   $325,000375,000 

W. Bradley Voss

$375,000

Our NEO’s base salaries were adjusted in 2022 primarily to remain competitive with market median pay levels across both the Company’s banking and FinTech peers and to reflect individual performance.

26        Triumph Bancorp  |  2020 Proxy Statement


Annual Incentive Program

Under the AIP, the Company pays cash incentive payments to our NEO’s based on achieved performance againstpre-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. Given Mr. Voss’s promotion to Chief Financial Officer in September 2021, his annual and long-term incentive compensation for 2021 is discussed separately below under “Voss 2021 Compensation”, as his approved compensation for this year took into account his transition into this role. For 2022 and beyond, it is anticipated Mr. Voss will receive annual and long-term incentive compensation consistent with the Company’s other named executive officers.

NEO’s’ 2019NEO’s 2021 Target Bonus. Target bonuses are established by the Compensation Committee considering competitive market data, individual performance and internal equity with other executives. For the 20192021 AIP, the Compensation Committee approved the following target bonuses (expressed as a percentage of base salary) for our NEO’s: 50%60% for Mr. Graft 45% for Mr. Fowler and 40% for each of Ms. Lehmann, Mr. Nelson 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 the levelachievement of achieved performance.pre-established performance goals. In addition, at theirits discretion, the Compensation Committee may increase or decrease a NEO’ssuch calculated annual incentive payout by up to 30% for any NEO based on Company performance, individual performance or other riskrelevant factors.

26        Triumph Bancorp  |  2022 Proxy Statement


20192021 Performance Measures, Weighting and Goals. For 2019,2021, the Compensation Committee approved financialAIP goals related to the following threefive measures: (i) Core Return on Average AssetsEarnings Per Share (“Core ROA”EPS”),(ii) Non-Performing Assets/Total Assets, and (iii) Net Charge-Offs/Average Total Loans.Loans, (iv) TriumphPay End-of-Year Annualized Payment Volume, and (v) Triumph Business Capital Total Invoice Purchase Volume for 2021. These measures were updated from 2020 to better align with the Company’s change in strategic direction, namely its increased focus on growing its business of strategic focus in transportation and payments. The selected performance measures were directly linked to our 20192021 business plan and are most reflective of our annual performance. In addition, the selected performance measures provided a balance between incenting our NEO’s to drive our financial performance while maintaining sound risk management and credit quality practices.

Performance goals for each measure was 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.

The table below shows that for 20192021 the Company fell above threshold but below targetachieved its stretch targets for its Core ROAEPS, TriumphPay End-of-Year Annualized Payment Volume and TBC Total Invoice Purchase Volume goals, between target and stretch for the Non-Performing Asset goal and above targetbelow threshold for the Net Charge-Off goal.

 

Performance Measure

 

 

 

Weighting

 

  

 

Threshold

 

  

 

Target

 

  

 

Stretch

 

  

 

Actual

 

   

 

Earned
%

 

 

 

Earnings Per Share

 

 

 

 

 

 

60%

 

 

 

 

 

 

$

 

 

1.93   

 

 

 

 

 

 

$

 

 

2.76   

 

 

 

 

 

 

$

 

 

3.58   

 

 

 

 

 

 

$

 

 

4.35   

 

 

 

 

  

 

 

 

 

150.0%

 

 

 

 

 

Non-Performing Assets/Total Assets

 

 

 

 

 

 

10%

 

 

 

 

 

 

 

 

 

1.25%

 

 

 

 

 

 

 

 

 

1.00%

 

 

 

 

 

 

 

 

 

0.75%

 

 

 

 

 

 

 

 

 

0.92%

 

 

 

 

  

 

 

 

 

118.0%

 

 

 

 

 

Net Charge-Offs/Average Total Loans

 

 

 

 

 

 

10%

 

 

 

 

 

 

 

 

 

0.35%

 

 

 

 

 

 

 

 

 

0.28%

 

 

 

 

 

 

 

 

 

0.20%

 

 

 

 

 

 

 

 

 

0.95%

 

 

 

 

  

 

 

 

 

—   

 

 

 

 

 

TPay EOY Annualized Payment Volume (1)

 

 

 

 

 

 

10%

 

 

 

 

 

 

$

 

 

13.2   

 

 

 

 

 

 

$

 

 

16.5   

 

 

 

 

 

 

$

 

 

19.8   

 

 

 

 

 

 

$

 

 

21.0   

 

 

 

 

  

 

 

 

 

150.0%

 

 

 

 

 

TBC Invoice Purchase Volume (1)

 

 

 

 

 

 

10%

 

 

 

 

 

 

$

 

 

7.68   

 

 

 

 

 

 

$

 

 

9.60   

 

 

 

 

 

 

$

 

 

11.52  

 

 

 

 

 

 

$

 

 

13.1   

 

 

 

 

  

 

 

 

 

150.0%

 

 

 

 

 

Weighted Percentage of Target Bonus Earned

 

 

                      

 

 

 

 

 

131.8%

 

 

 

 

 

 

(1)

In billions

The above stretch performance for the Earnings Per Share, TriumphPay End-of-Year Annualized Payment Volume and Triumph Business Capital Total Invoices Purchased goals reflected the Company’s record financial performance for the year as discussed above, driven by its successful execution of key business strategies and strong macro trends in the transportation sector. Despite strong credit-quality across the Company’s loan portfolio overall, performance for the Non-Performing Asset and NetCharge-Off Charge-Offs goals achievingwere both materially impacted by the stretch goal for Net Charge-Offs.

Performance Measure Weighting  Threshold  Target  Stretch  Actual   Earned
%
 

Core ROA

  70%   1.00%   1.30%   1.60%   1.23%    88.3% 

Non-Performing Assets/Total Assets

  15%   1.25%   1.00%   0.75%   0.87%    126.0% 

Net Charge-Offs/Average Total Loans

  15%   0.35%   0.28%   0.20%   0.17%    150.0% 

Weighted Percentage of Target Bonus Earned

                       

 

103.2%

 

 

 

The Compensation Committee exercised its discretion to increase the incentive awards for each of Ms. Lehmann and Messrs. Graft, Fowler and Nelson by 20%. The Compensation Committee made these adjustments after considerationcontinuing effects of the strong performanceTFS Acquisition. Specifically, Net Charge-Offs were impacted by the charge-off of a large client acquired in the TFS Acquisition as described above and Non-Performing Assets continue to be impacted by approximately $19.4 million in misdirected payments owed by the United States Postal Service (“USPS”) related to the same client which were past-due as of December 31, 2021 and for which the Company is currently involved in ongoing litigation with the USPS for payment of such executives over the course of the year in guiding the Company through its shift in strategic direction as discussed herein, for their efforts in management of the Company’s regulatory relationships and individual performance considerations. The incentive award for Mr. Ritterbusch was prorated as a result of his partial year of service following employment commencing in May 2019.amounts.

Triumph Bancorp  |  2020 Proxy Statement        27


The following table shows, for each of our NEO’s, the target incentive payment under our AIP and the total calculated payout under the AIP for the impactCompany’s 2021 fiscal year. Payouts were based exclusively on the level of the discretionary adjustments made by the Committeeachievement of pre-established company performance goals, as described above, and the total payout of annual cash incentives for the Company’s 2019 fiscal year.Compensation Committee did not exercise its discretionary authority to adjust such amounts.

 

Executive  2019
Incentive
Target
   2019
Calculated
Payout
   Discretionary
Adjustment
   2019
Incentive
Actual
   % of
Target
Incentive
 

Aaron P. Graft

  

 

$285,000

 

  

 

$294,215

 

  

 

$58,843

 

  

 

$353,058

 

  

 

124%

 

R. Bryce Fowler

  

 

$157,500

 

  

 

$162,593

 

  

 

$32,519

 

  

 

$195,112

 

  

 

124%

 

Gail Lehmann

  

 

$136,000

 

  

 

$140,397

 

  

 

$28,079

 

  

 

$168,476

 

  

 

124%

 

Adam D. Nelson

  

 

$116,000

 

  

 

$119,751

 

  

 

$23,950

 

  

 

$143,701

 

  

 

124%

 

Todd Ritterbusch(1)

  

 

$87,260

 

  

 

$90,082

 

  

 

 

  

 

$90,082

 

  

 

103%

 

(1)

The AIP target for Mr. Ritterbusch was prorated to reflect his partial year of service.

Executive  

2021

Incentive

Target

   

2021

Incentive

Actual

   

% of

Target

Incentive

 

Aaron P. Graft

  

 

$390,000

 

  

 

$514,020

 

  

 

132%

 

Gail Lehmann

  

 

$144,000

 

  

 

$189,792

 

  

 

132%

 

Adam D. Nelson

  

 

$136,000

 

  

 

$179,248

 

  

 

132%

 

Todd Ritterbusch

 

  

 

$136,000

 

  

 

$179,248

 

  

 

132%

 

Triumph Bancorp  |  2022 Proxy Statement        27


Long-Term Incentive Program

Each year, the Company grants equity awards to our NEO’s 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. 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 2019,2021, 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%180% for Mr. Graft, 40%75% for Mr. Fowler, and 35% for each of Ms. Lehmann, and Mr. Nelson and Mr. Rtterbusch (prorated to reflect a partial year of service60% for Mr. Ritterbusch). Ritterbusch. Given Mr. Voss’s promotion to Chief Financial Officer in September 2021, his annual and long-term incentive compensation for 2021 is discussed separately below under “Voss 2021 Compensation”, as his approved compensation for this year took into account his transition into this role. For 2022 and beyond, it is anticipated Mr. Voss will receive annual and long-term incentive compensation on terms consistent with the terms applicable to Company’s other named executive officers.

In addition, at theirits discretion, the Compensation Committee may increase or decrease by up to 30% a NEO’s target LTIP award based Company performance, individual performance or other riskrelevant factors. For 2019,2021, each NEO’s LTIP award was approved at target. Each NEO’s LTIP award was issued 50% as performance based restricted stock units based on the Company’s relative total stock return, 25% time-vested restricted stock, and 25% nonqualified stock optionsoptions. 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:

 

   Performance Shares   Restricted Stock   Options 
Named Executive Officer  

# of Target

Shares

   Grant Value*   # of Shares   Grant Value*   # of Options
Shares
   Grant Value* 

Aaron P. Graft

   4,596    $155,850    2,298    $71,238    7,103    $71,243 

R. Bryce Fowler

   2,258    $76,569    1,129    $34,999    3,489    $34,994 

Gail Lehmann

   1,919    $65,073    959    $29,729    2,966    $29,748 

Adam D. Nelson

   1,637    $55,511    818    $25,358    2,529    $25,365 

Todd Ritterbusch

   1,223    $41,472    611    $18,941    1,890    $18,956 

 

 
*

The grant value of performance share awards are based on a Monte Carlo valuation of $33.91 per target share as of the grant date. The grant value of restricted stock awards are based on a fair market value of $31.00 per share of our common stock as of the May 1, 2019 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 $10.03 per option share for grants made on May 1, 2019, with an exercise price of $31.00, which was the closing price of our common stock on the NASDAQ Global Select Market as of such date. The total LTIP award value for Mr. Ritterbusch for 2019 was prorated to reflect his partial year of service.

28        Triumph Bancorp  |  2020 Proxy Statement


    Performance Shares   Restricted Stock   Options   Total LTIP 
Named Executive Officer  Target Grant
Value
   Target Grant
Value
   Target Grant
Value
   Target Grant
Value
 

Aaron P. Graft

   $585,000    $292,500    $292,500    $1,170,000 

Gail Lehmann

   $135,000    $67,500    $67,500    $270,000 

Adam D. Nelson

   $127,500    $63,750    $63,750    $255,000 

Todd Ritterbusch

   $102,000    $51,000    $51,000    $204,000 

The performance sharebased restricted stock unit awards issueprovide for delivery of Common Stock to participants based on the Company’s relative total stock return (“TSR”) compared to a reference group (publicly traded banks with assets between $2.5 and $30 billion) over a three year performance period. Shares may be issued betweenBetween 50% and 175% of the target number of shares subject to the award to each participant formay be earned and delivered based on relative TSR as follows (with linear interpolation between the 25th and 75th75th percentiles and between the 75th and 90th percentiles, as applicable):

 

Relative TSR Percentile  Applicable Vesting Percentage

Below 25th25th percentile

  0%

25th25th percentile

  50%

50th50th percentile

  100%

75th percentile

  150%

90th percentile or above

  175%

 

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. In addition, in the event of a change in 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 for such earned shares) based on TSR through the date of the change in control. The description of the performance based restricted stock unit award described herein is qualified in its entirety by reference to the Form of Performance Based Restricted Stock Unit Agreement attached as Exhibit 10.3 to our Form

28        10-QTriumph Bancorp  |  2022 Proxy Statement filed with the Securities and Exchange Commission on July 19, 2019, which Exhibit 10.3 is incorporated by reference herein.


The restricted stock grant and stock option grant each vestone-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 in the table included in “Executive Compensation – Potential Payments uponas a Result of Termination or Change in Control.Control (CIC).

RitterbuschSign-On Equity AwardVoss 2021 Compensation

Mr. Voss, previously the Executive Vice President and Treasurer of the Company, was appointed as Executive Vice President and Chief Financial Officer of the Company effective September 1, 2021. Effective as of the date of such appointment, Mr. Voss’ base salary for 2021 was increased from $257,000 (annualized) to $350,000 (annualized). Prior to his appointment as Chief Financial Officer, Mr. Voss’s incentive compensation program consisted of an approved total incentive compensation amount based on a target as a percentage of base salary, which could be earned at 50% to 150% of target based on achievement of scorecard metrics. 70% of this aggregate amount is paid as a cash bonus for the performance year, and 30% is paid as a restricted stock award on May 1 of the following year. In connection the commencement of his employment,2021, Mr. RitterbuschVoss received a time vested restricted stock award, which vests sign-onone-fourth equity awardon each anniversary of 6,451 sharesthe date of restricted Common Stock. Such shares hadgrant, with a grant date fair value of $199,981 based on the closing price$101,925, which represented 30% of his total approved 2020 incentive compensation amount issued in 2021 ($37,756), plus an additional approved retention award with a value of $64,168. Given that our LTIP awards for each of our Common StockNEOs are made on the May 1 2019 grant date.One-fourthof such shares will vest on each year, Mr. Voss did not receive an LTIP award for 2021 since he was not serving in an NEO role as of May 1, 2021. Mr. Voss’ total approved cash bonus for 2021 was $295,383, which took into account both (i) amounts he would have earned under his existing incentive compensation program through September 1, 2021 and (ii) incentive amounts he would have been eligible for in his role as Chief Financial Officer for the remainder of the first four anniversaries of the grant date. Such award was approved by theyear. The Compensation Committee after considering the competitive hiring processdetermined to pay this amount 100% in cash for an executive with the skill set of Mr. Ritterbusch and the retention benefits of providing Mr. Ritterbusch significant equity ownership at the commencement of his employment tied to a long-term vesting schedule.

2019 Cumulative EPS Award

In December 2019 the Company approved aone-time equity award program to incentivize, motivate and retain our senior leadership team in connection with its shift in strategic direction and its belief that execution of the key elements of such strategic shift could result in earnings per share growth well in excess of peer banks and create a transformational shift in the nature of the Company (the “Cumulative EPS Award”).

Under the terms of the performance based restricted stock unit agreements that form the basis of the Cumulative EPS Award, the Company has issued, to each participant, a target number shares of common stock that would be earned and issued if the Company achieves cumulative diluted earnings per share over

Triumph Bancorp  |  2020 Proxy Statement        29


a three year performance period from January 1, 2020 through December 31, 2022 of $10.00 per share (the “Cumulative EPS Goal”). No shares will be issued if cumulative earnings per share for the performance period falls below the Cumulative EPS Goal. Shares up to 200% of target will be issued upon achievement of cumulative earnings per share for the performance period at or above $12.00. The award scales linearly for achievement of cumulative earnings per share for such period between $10.00 and $12.00 per share. Such award vests, and any earned shares will be issued, following the certification of results by the Compensation Committee at the conclusion of the three year performance period. 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 cumulative earnings per share for the performance period. In addition, in the event of a change in 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 for such shares) based on interim cumulative earnings per share targets achieved prior to such change in control. Further detail regarding the treatment of outstanding equity awards upon termination of employment of our NEO’s in various circumstances is described in this proxy in the table included in “Executive Compensation – Payments upon Termination or Change in Control.” In addition, the description of the performance based restricted stock unit award described herein is qualified in its entirety by reference to the Form of Performance Based Restricted Stock Unit Agreement attached as Exhibit 10.16 to our Form10-K filed with the Securities and Exchange Commission on February 11, 2020, which Exhibit 10.16 is incorporated by reference herein.

Our NEO’s, along with others in our senior leadership team, were eligible to participate in and received awards2021, as part of the Cumulative EPS Award program.a transition for Mr. Graft received an award of 21,000 target shares of common stock and each of Ms. Lehmann and Messrs. Fowler, Nelson and Ritterbusch received an award of 12,500 target shares.

In approving the Cumulative EPS Award program and the related grants made to our NEOs, the Compensation Committee considered a variety of factors, including the following:

achievement of the Cumulative EPS Goal would necessitate substantial growth overVoss into the Company’s 2019 diluted earnings per share of $2.25 resulting in significant value generatedLTIP program for our stockholders;

the unique position of the Company in embarking on its change in strategic direction2022. For 2022 and the possibility of financial results at the top end of its peer group over the performance period in the event key elements of the strategic shift were successfully executed;

the alignmentbeyond, it is anticipated Mr. Voss will receive annual and long-term focus such award creates acrossincentive compensation on terms consistent with the terms applicable to the Company’s senior leadership team in focusing on the key elements of such strategic shift necessary to achieve the goals underlying the program;

the structure of the award, which would require the Company to absorb the full cost of the awards as an expense during the performance period while still achieving the significant earnings per share growth goals for payout under the award;

the consideration of cumulative earnings per share results over an extended performance period, which mitigates the risk of short-term decision making over the long-term interests of the Company in order to achieve single year earnings per share results;

the value of the award as a key retention tool, particularly considering that achieving the goals contemplated by the award is anticipated to require substantial success to be realized from our investments in transportation fintech and payments platforms, which will increase our visibility in these highly competitive markets and industries; and

the reasonableness of the award taken together with the other elements of compensation for our NEOs (e.g. base salary, AIP awards and standard LTIP awards as described above made in 2019 and anticipated to be made over performance period).

NEOs.

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Benefits and Other Compensation

The Company provides limited perquisites to our NEO’s that we believe are reasonable, competitive and consistent with the Company’s overall compensation philosophy and market practice. In 2019,2021, these perquisites consisted of a car allowance and country club dues for Mr. Graft. In addition, certain of our NEOs receivedare eligible for reimbursement for participation in a medical wellness program available to the Company’s directors and executive officers.officers and certain other medical reimbursements.

Our NEO’s 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 NEO’s are eligible to receive an employer match contribution on the same terms as all other employees of the Company.

20192021 Compensation for Former Named Executive Officers

DepartureRetirement of Mr. KarasFowler

On May 1, 2019 we announced that Todd Ritterbusch had been appointedMr. Fowler retired as the Company’s Executive Vice President and Chief LendingFinancial Officer of our wholly-owned bank subsidiary, TBK Bank, SSB. In connection with the appointment of Mr. Ritterbusch, Daniel J. Karas ceased his service as Chief Lending Officer of TBK Bank, SSB and as an executive officer. Mr. Karas remained with the Company in a management capacity focused on the Company’s commercial finance product lines until September 1, 2019, at which point2021. During 2021, Mr. Fowler received his employment with the Company ceased. During 2019, Mr. Karas received an annualapproved base salary of $275,000$400,000 ($181,394258,163 of which was actually paid during his partial year of service), an and equity award of 2,173 shares of time vested restricted stock, which hadawards with a target grant date fair value equal to $300,000 (or 75% of $67,363Mr. Fowler’s approved annual base salary) on the same terms as the Company’s other NEO’s pursuant to the LTIP as described above.

Upon his retirement, Mr. Fowler entered into a consulting agreement with the company pursuant to which Mr. Fowler will provide certain consulting services related to various business and/or growth

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transactions, oversight and advice related to the Company’s regulatory relationships, transition matters from Mr. Fowler’s role as Executive Vice President and Chief Financial Officer, and provision of advice and support to the May 1, 2019 grant date (and which award was forfeitedCompany’s Risk Management and Audit Committees, in its entirety upon his separation fromeach case, as requested by the Company. In connection therewith, Mr. Fowler will be paid a consulting fee of $7,416.67 per month. The Consulting Agreement has a term of 36 months. The Consulting Agreement may be terminated at any time during the term by Mr. Fowler or the Company inon 180 days prior written notice to the other party thereto. Mr. Fowler was paid $29,667 as consulting fees pursuant to the consulting agreement for the period from September 2019),1, 2021 to December 31, 2021.

Mr. Fowler also continues to serve as director for the Company’s subsidiary bank and a severance payment in connection with his separation of employmenttherewith, was paid $12,100 in non-employee board fees for the period from the Company of $299,720 plus continuation of COBRA benefits for 12 months.September 1, 2021 to December 31, 2021.

Additional Information about our Compensation Practices

Employment Agreements

On March 30, 2016, amended and restatedWe have entered into substantially identical employment agreements were executed with each of our NEOs other than Mr. Ritterbusch, with retroactive effect to January 1, 2016. Mr. Ritterbusch entered into a substantially identical employment agreement in connection with the commencement of his employment on May 1, 2019.NEOs. The employment agreements have an initial term ofare for one year commencing on the Effective Date (the initial term of Mr. Ritterbusch’s employment agreement endedterms which terminate on December 31 2019),of each year, subject to automatic renewal for successive one (1) year terms unless either party delivers 60 days’ prior written notice ofnon-renewal (and, in the event that a change in control occurs during the then-current term, such term 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 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 Mr. Voss, Ms. Lehmann, Mr. Nelson and Mr. Ritterbusch, as well as, in each case, healthcare coverage continuation for a period of 18 months for Mr. Graft Mr. Fowler and Ms. Lehmann and 12 months for Mr. Voss, Mr. Nelson and Mr. Ritterbusch. However, if the qualifying termination occurs within 24 months following a change in control, then the cash severance amount is increased to a

Triumph Bancorp  |  2020 Proxy Statement        31


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 Mr. Voss, Ms. Lehmann, Mr. Nelson and Mr. Ritterbusch) and the healthcare coverage continuation period is increased to 36 months for Mr. Graft and Mr. Fowler and 24 months for Mr. Voss, Ms. Lehmann, Mr. Nelson and Mr. Ritterbusch.

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 the one (1) year period immediately following termination of employment for any reason.

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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.

No Option Repricing

Our 2014 Omnibus Incentive Plan prohibits the repricing of stock options and stock appreciation rights without stockholder approval.

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 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.

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 ournon-employee directors and executive officers with the interests of our 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,

32        Triumph Bancorp  |  2020 Proxy Statement


the individual’s spouse and/or children, restricted stock or restricted stock units, shares acquirable upon the net exercise of vested stock options, or deferred shares or deferred stock units. Unvested stock options and unearned performance-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.

Risk Assessment Review

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

Triumph Bancorp  |  2022 Proxy Statement        31


practice. During 2019,2021, the Company conducted a risk assessment of its incentive plans in place. This risk assessmentThe 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 NEO’s 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 ofafter-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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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 Form10-K for the year ended December 31, 2019,2021, which incorporates by reference the disclosure contained in this Proxy Statement.

March 26, 202015, 2022

The Compensation Committee:

Charles A. Anderson, Chairman

Harrison B. Barnes

Richard L. Davis

Robert Dobrient

Frederick P. Perpall

Justin Trail

 

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20192021 Summary Compensation Table

The following summary compensation table provides information regarding the compensation of our NEO’s for our fiscal years ended December 31, 2019, 20182021, 2020 and 2017.2019.

 

Name and Principal Position Year 

Salary

($) (1)

 

Bonus

($)

 Stock
Awards
($)
(2)
 Option
Awards
($)
(2)
 Non-Equity
Incentive Plan
Compensation
($)
 All Other
Compensation
($)
(3)
 

Total  

($)  

 Year 

Salary

($) (1)

 

Bonus

($)

 

Stock

Awards

($) (2)

 

Option

Awards

($) (2)

 

Non-Equity

Incentive Plan

Compensation

($)

 

All Other

Compensation

($) (3)

 

Total  

($)  

 

AARON P. GRAFT

 2019 570,000   227,088 71,243 353,058 33,464 1,254,853   

 

2021

 

 

 

650,000

 

 

 

 

 

 

939,477

 

 

 

292,475

 

 

 

            514,020

 

 

 

            48,197

 

 

 

2,444,169  

 

Director, Vice Chairman,

 2018 515,000   128,766 128,749 324,651 26,418 1,123,584   

 

2020

 

 

 

650,000

 

 

 

 

 

 

283,677

 

 

 

86,438

 

 

 

390,696

 

 

 

37,247

 

 

 

1,448,058  

 

CEO & President

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

 

2019

 

 

 

570,000

 

 

 

 

 

 

227,088

 

 

 

    71,243

 

 

 

353,058

 

 

 

33,464

 

 

 

1,254,853  

 

R. BRYCE FOWLER

 2019 350,000   111,568 34,994 195,112 11,200         702,873  

 

W. BRADLEY VOSS

 

 

2021

 

 

 

286,000

 

 

 

295,383

 

 

 

101,925

 

 

 

 

 

 

 

 

 

11,600

 

 

 

        694,908  

 

Executive Vice President,

 2018 300,000       59,985     60,005 170,206 11,000 601,196          

CFO

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GAIL LEHMANN

 

 

2019

 

 

340,000

 

 

 

 

94,802

 

 

29,748

 

 

168,476

 

 

11,200

 

 

644,227  

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

Executive Vice President,

 

 

2018

 

 

275,000

 

 

 

 

48,128

 

 

48,120

 

 

138,686

 

 

11,000

 

 

520,934  

 

 

2020

 

 

 

350,000

 

 

 

 

 

 

152,760

 

 

 

46,542

 

 

 

168,300

 

 

 

18,666

 

 

 

736,268  

 

& Secretary

 

 

2017

 

 

255,000

 

 

 

 

44,634

 

 

44,621

 

 

156,174

 

 

10,800

 

 

511,229  

 

 

2019

 

 

 

340,000

 

 

 

 

 

 

    94,802

 

 

 

29,748

 

 

 

168,476

 

 

 

11,200

 

 

 

644,226  

 

 

ADAM D. NELSON

 

 

2019

 

 

290,000

 

 

 

 

80,869

 

 

25,365

 

 

143,701

 

 

13,820

 

 

553,755  

 

 

2021

 

 

 

334,167

 

 

 

 

 

 

204,692

 

 

 

63,737

 

 

 

179,248

 

 

 

11,600

 

 

 

793,444  

 

Executive Vice President,

 

 

2018

 

 

265,000

 

 

 

 

46,384

 

 

46,375

 

 

133,643

 

 

7,067

 

 

498,469  

 

 

2020

 

 

 

305,000

 

 

 

 

 

 

133,557

 

 

 

40,692

 

 

 

146,662

 

 

 

11,400

 

 

 

637,311  

 

General Counsel

 

 

2017

 

 

250,000

 

 

 

 

43,756

 

 

43,750

 

 

153,112

 

 

 

 

490,618  

 

 

2019

 

 

 

290,000

 

 

 

 

 

 

80,869

 

 

 

25,365

 

 

 

143,701

 

 

 

13,820

 

 

 

553,755  

 

 

TODD RITTERBUSCH

 

 

2019

 

 

216,667

 

 

 

 

260,394

 

 

18,956

 

 

90,082

 

 

5,417

 

 

591,515  

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

Executive Vice President,

 

 

2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

—  

 

 

2020

 

 

 

325,000

 

 

 

 

 

 

113,464

 

 

 

34,576

 

 

 

156,279

 

 

 

14,738

 

 

 

644,057  

 

Chief Lending Officer

 

 

2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

—  

 

 

2019

 

 

 

216,667

 

 

 

 

 

 

260,394

 

 

 

18,956

 

 

 

90,082

 

 

 

5,417

 

 

 

591,516  

 

DANIEL J. KARAS

 

 

2019

 

 

181,394

 

 

 

 

67,363

 

 

 

 

 

 

324,320

 

 

573,077  

Former Executive Vice President,

 

 

2018

 

 

275,000

 

 

 

 

48,128

 

 

48,120

 

 

109,079

 

 

5,750

 

 

486,077  

Chief Lending Officer

 

 

2017

 

 

250,000

 

 

 

 

43,756

 

 

43,750

 

 

117,778

 

 

1,200

 

 

456,484  

 

R. BRYCE FOWLER

 

 

2021

 

 

 

258,163

 

 

 

 

 

 

240,848

 

 

 

74,984

 

 

 

 

 

 

53,367

 

 

 

627,362  

 

Former Executive Vice President, CFO

 

 

2020

 

 

 

385,000

 

 

 

 

 

 

168,461

 

 

 

51,330

 

 

 

208,108

 

 

 

11,400

 

 

 

824,299  

 

 

 

2019

 

 

 

350,000

 

 

 

 

 

 

111,568

 

 

 

34,994

 

 

 

195,112

 

 

 

11,200

 

 

 

702,874  

 

 
 (1) 

Reflects actual base compensation paid during the applicable fiscal year. For Mr. Ritterbusch and Mr. Karas such amounts reflect actual amounts paid for their respective partial years of service.

 (2) 

Reflects the full grant date value of performance shares, restricted stock 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 2021 to our Annual Report on Form10-K for the Fiscal Year ended December 31, 2019,2021, filed with the SEC on February 11, 2020.14, 2022. The grant date fair value of total stock return performance shares awarded in 2019share awards are based on a Monte Carlo valuation of $33.91$98.03 per target share as of the May 1, 20192021 grant date. RestrictedThe grant value of restricted stock awards presented for our fiscal year ended December 31, 2019 are based on a fair market value of $31.00$88.63 per share of our Common Stock for grants made oncommon stock as of the May 1, 2019,2021 grant date, which was the closing price of our Common Stockcommon stock on the NASDAQ Global Select Market as of such date. The valuesgrant value of option awards presented for our fiscal year ended December 31, 2019 are based on a Black-Scholes valuation of $10.03$35.37 per option share for grants made on May 1, 2019.2021, with an exercise price of $88.63, 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 $88.63 per share of our common stock on the May 1, 2021 grant date would have been $1,023,676 for Mr. Graft, $236,199 for Ms. Lehman, $223,082 for Mr. Nelson, $178,412 for Mr. Ritterbusch and $262,433 for Mr. Fowler.

With respect to the Cumulative EPS Award described in “Compensation Discussion and Analysis- 2019 Executive Compensation Program and Pay Decisions-2019 Cumulative EPS Award”, the grant date value included in the “Stock Awards” column of each NEO is $0, because at the time of grant these shares were not expected to be earned based on the substantial growth built into the cumulative EPS goals. As more fully described under “Compensation Discussion and Analysis- 2019 Executive Compensation Program and Pay Decisions-2019 Cumulative EPS Award,” the Cumulative EPS performance shares will vest if the Company achieves cumulative earnings per share in excess of $10.00 over a three year performance period from January 1, 2020 through December 31, 2022. Assuming that achievement of the performance goal at target had been probable on the grant date, the grant date value of the Cumulative EPS Awards for each of our NEO’s would have been as set forth in the table below, based on a closing price of our Common Stock of $38.02 on the December 31, 2019 grant date.

 Named Executive Officer Number of Shares at
Target
 Value based on Closing Price of  
Common Stock at Grant Date
($)
 Aaron P. Graft   21,000   798,420

 R. Bryce Fowler

   12,500   475,250

 Gail Lehmann

   12,500   475,250

 Adam D. Nelson

   12,500   475,250

 Todd Ritterbusch

   12,500   475,250
 (3) 

Includes the amounts set forth below under “2019“2021 All Other Compensation Table” paid to or on behalf of the NEO’s during the applicable fiscal year.

Triumph Bancorp  |  2020 Proxy Statement        35


The following table shows all amounts included in the “All Other Compensation” column for each named executive officer in 2019:2021:

20192021 All Other Compensation Table

 

 Name  

TBK Bank,

SSB

Contribution

to

Defined

Contribution

Plan

($)

 

Car

Allowance ($)

 

Club

Memberships

($)

 Executive
Health ($)
 Severance
($)
 

Total

($)

 Aaron P. Graft

    11,200               6,000               9,418               6,846                  33,464  

 R. Bryce Fowler

    11,200               11,200  

 Gail Lehmann

    11,200               11,200  

 Adam D. Nelson

    10,550         3,270      13,820  

 Todd Ritterbusch

    5,417               5,417  

 Daniel J. Karas

    3,000            321,320   324,320  
*

Severance payments for Mr. Karas include cash severance of $299,720 plus continuation of COBRA benefits for 12 months valued at $21,600.

 Name  

TBK Bank,

SSB

Contribution

to

Defined

Contribution

Plan

($)

  

Car

Allowance ($)

  

Club

Memberships

($)

  Executive
Health ($)
  

Consulting
and
Subsidiary
Board Fees

($)

  

Total

($)

 

 Aaron P. Graft

  

 

10,517

 

 

 

            6,000

 

 

 

            31,680

 

 

 

 

 

 

 

 

 

48,197  

 

 W. Bradley Voss

  

 

11,600

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

11,600  

 

 Gail Lehmann

  

 

11,600

 

 

 

 

 

 

 

 

 

            7,382

 

 

 

 

 

 

18,982  

 

 Adam D. Nelson

  

 

11,600

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

11,600  

 

 Todd Ritterbusch

  

 

11,600

 

 

 

 

 

 

 

 

 

3,035

 

 

 

 

 

 

14,635  

 

 R. Bryce Fowler

  

 

11,600

 

 

 

 

 

 

 

 

 

 

 

 

            41,767

 

 

 

            53,367  

 

 

 

 

3634        Triumph Bancorp  |  20202022 Proxy Statement


20192021 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
Strock
and
Option
Awards
(l)
(2)

  

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
Strock
and
Option
Awards
(l)
(2)

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

Aaron P. Graft

Aaron P. Graft

 

         

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5/1/2019

 

       

 

2,298

 

   

$

71,238

 

 

 

5/1/2019

 

        

 

7,103

 

 

$

31.00

 

 

$

71,243

 

 

 

5/1/2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,300

 

 

 

 

 

 

$

292,479

 

 

 

5/1/2019

 

    

 

 

 

 

4,596

 

 

 

8,043

 

    

$

155,850

 

 

 

12/31/2019

 

    

 

 

 

 

21,000

 

 

 

42,000

 

    

 

 

 

 

5/1/2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8,269

 

 

 

$88.63

 

 

$

292,475

 

 

 

 

 

$

99,750

 

 

$

285,000

 

 

$

555,750

 

       

  

 

5/1/2021

 

 

 

 

 

 

 

 

 

 

 

 

6,600

 

 

 

11,550

 

 

 

 

 

 

 

 

$

646,998

 

R. Bryce Fowler

 

        

 

 

 

 

 

$136,500

 

 

 

$390,000

 

 

 

$760,500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

W. Bradley Voss

W. Bradley Voss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5/1/2019

 

       

 

1,129

 

   

$

34,999

 

 

 

5/1/2019

 

        

 

3,489

 

 

$

31.00

 

 

$

34,994

 

 

 

5/1/2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,150

 

 

 

 

 

 

$

101,925

 

 

 

5/1/2019

 

    

 

 

 

 

2,258

 

 

 

3,952

 

    

$

76,569

 

 

 

12/31/2019

 

    

 

 

 

 

12,500

 

 

 

25,000

 

    

 

 

 

 

 

 

 

$          —

 

 

 

$          —

 

 

 

$          —

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

55,125

 

 

$

157,500

 

 

$

307,125

 

       

 

 

Gail Lehmann

Gail Lehmann

 

         

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5/1/2019

 

       

 

959

 

   

$

29,729

 

 

 

5/1/2019

 

        

 

2,966

 

 

$

31.00

 

 

$

29,748

 

 

 

5/1/2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

761

 

 

 

 

 

 

$

67,447

 

 

 

5/1/2019

 

    

 

 

 

 

1,919

 

 

 

3,358

 

    

$

65,073

 

 

 

12/31/2019

 

    

 

 

 

 

12,500

 

 

 

25,000

 

    

 

 

 

 

5/1/2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,908

 

 

 

$88.63

 

 

$

67,486

 

 

 

 

 

$

47,600

 

 

$

136,000

 

 

$

265,200

 

       

  

 

5/1/2021

 

 

 

 

 

 

 

 

 

 

 

 

1,523

 

 

 

2,665

 

 

 

 

 

 

 

 

$

149,300

 

 

 

 

 

 

$  50,400

 

 

 

$144,000

 

 

 

$280,800

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adam D. Nelson

Adam D. Nelson

 

       

Adam D. Nelson

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5/1/2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

719

 

 

 

 

 

 

$

63,725

 

 

 

5/1/2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,802

 

 

 

$88.63

 

 

$

63,737

 

 

 

5/1/2019

 

       

 

818

 

   

$

25,358

 

 

 

5/1/2019

 

        

 

2,529

 

 

$

31.00

 

 

$

25,365

 

 

 

5/1/2021

 

 

 

 

 

 

 

 

 

 

 

 

1,438

 

 

 

2,517

 

 

 

 

 

 

 

 

$

140,967

 

 

 

5/1/2019

 

    

 

 

 

 

1,637

 

 

 

2,865

 

    

$

55,511

 

 

 

12/31/2019

 

    

 

 

 

 

12,500

 

 

 

25,000

 

    

 

 

 

 

 

 

 

$  47,600

 

 

 

$136,000

 

 

 

$265,200

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

40,600

 

 

$

116,000

 

 

$

226,200

 

       

 

 

Todd Ritterbusch

Todd Ritterbusch

 

        

Todd Ritterbusch

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5/1/2019

 

       

 

611

 

   

$

18,941

 

 

 

5/1/2019

 

       

 

6,451

 

   

$

199,981

 

 

 

5/1/2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

575

 

 

 

 

 

 

$

50,962

 

 

 

5/1/2019

 

        

 

1,890

 

 

$

31.00

 

 

$

18,956

 

 

 

5/1/2019

 

    

 

 

 

 

1,223

 

 

 

2,140

 

    

$

41,472

 

 

 

5/1/2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,441

 

 

 

$88.63

 

 

$

50,968

 

 

 

12/31/2019

 

    

 

 

 

 

12,500

 

 

 

25,000

 

    

 

 

 

 

 

 

$

30,334

 

 

$

86,667

 

 

$

169,001

 

        

 

5/1/2021

 

 

 

 

 

 

 

 

 

 

 

 

1,150

 

 

 

2,013

 

 

 

 

 

 

 

 

$

112,735

 

 

Daniel J. Karas

 

       
 

 

5/1/2019

 

       

 

2,173

 

   

$

67,363

 

 

 

 

 

 

$  47,600

 

 

 

$136,000

 

 

 

$265,200

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

R. Bryce Fowler

R. Bryce Fowler

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5/1/2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

846

 

 

 

 

 

 

$

74,981

 

 

 

5/1/2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,120

 

 

 

$88.63

 

 

$

74,984

 

 

 

5/1/2021

 

 

 

 

 

 

 

 

 

 

 

 

1,692

 

 

 

2,961

 

 

 

 

 

 

 

 

$

165,867

 

 

 

 

 

 

$          —

 

 

 

$          —

 

 

 

$          —

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(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 - 2019Tables—2021 Summary Compensation Table.” Amounts are considered earned in fiscal year 20192021 although they were not paid until 2020.2022.

(2)

Reflects the full grant date value of performance shares, restricted stock 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 2021 to our Annual Report on Form10-K for the Fiscal Year ended December 31, 2019,2021, filed with the SEC on February 11, 2020.14, 2022. The grant date fair value of total stock return performance shares awarded in 2019share awards are based on a Monte Carlo valuation of $33.91$98.03 per target share as of the May 1, 20192021 grant date. The valuesgrant value of restricted stock awards presented for our fiscal year ended December 31, 2019 are based on a fair market value of $31.00$88.63 per share of our Common Stock for grants made oncommon stock as of the May 1, 2019,2021 grant date, which was the closing price of our Common Stockcommon stock on the NASDAQ Global Select Market as of such date. The valuesgrant value of option awards presented for our fiscal year ended December 31, 2019 are based on a Black-Scholes valuation of $10.03$35.37 per option share for grants made on May 1, 2019. With respect to2021, with an exercise price of $88.63, which was the Cumulative EPS Award described in “Compensation Discussion and Analysis- 2019 Executive Compensation Program and Pay Decisions-2019 Cumulative EPS Award”, the grant date value included in the “Stock Awards” columnclosing price of each NEO is $0, because at the time of grant these shares were not expected to be earned basedour common stock on the substantial growth built into the cumulative EPS goals. See “2019 Summary Compensation Table” above.NASDAQ Global Select Market as of such date.

 

Triumph Bancorp  |  20202022 Proxy Statement        3735


Outstanding Equity Awards at FiscalYear-End for 20192021

The following table sets forth all unexercised stock options and unvested restricted stock awarded to our named executive officers by the Company that were outstanding as of December 31, 2019.2021.

 

  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) (3)

  

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)(4)

  

Number

of

Shares or

Units of

Stock

That Have

Not

Vested

(#)(g) (3)

  

Market

Value of

Shares

or Units

of Stock

That

Have Not

Vested

($)(h) (4)

 

Aaron P. Graft

Director, Vice Chairman, CEO & President

 

 

12,324

 

 

 

4,110

 (5) 

 

 

 

 

 

$15.87

 

 

 

4/1/2026

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,942

 

 

 

5,941

 (6) 

 

 

 

 

 

$25.80

 

 

 

4/1/2027

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,434

 

 

 

7,305

 (7) 

 

 

 

 

 

$38.75

 

 

 

5/1/2028

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7,103

 (8) 

 

 

 

 

 

$31.00

 

 

 

5/1/2029

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8,043

 (1) 

 

 

$305,795

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

21,000

 (2) 

 

 

$798,420

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,516

 (9) 

 

 

$57,638

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,006

 (10) 

 

 

$76,268

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,493

 (11) 

 

 

$94,784

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,298

 (12) 

 

 

$87,370

 

 

 

R. Bryce Fowler

Executive Vice President, CFO

 

 

7,494

 

 

 

2,501

 (5) 

 

 

 

 

 

$15.87

 

 

 

4/1/2026

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,358

 

 

 

3,358

 (6) 

 

 

 

 

 

$25.80

 

 

 

4/1/2027

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,134

 

 

 

3,405

 (7) 

 

 

 

 

 

$38.75

 

 

 

5/1/2028

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,489

 (8) 

 

 

 

 

 

$31.00

 

 

 

5/1/2029

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,952

 (1) 

 

 

$150,255

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12,500

 (2) 

 

 

$475,250

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

920

 (9) 

 

 

$34,978

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,134

 (10) 

 

 

$43,115

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,161

 (11) 

 

 

$44,141

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

1,129

 (12) 

 

 

$42,925

 

 

 

Gail Lehmann

Executive Vice President, Secretary

 

 

5,382

 

 

 

1,794

 (5) 

 

 

 

 

 

$15.87

 

 

 

4/1/2026

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,562

 

 

 

2,561

 (6) 

 

 

 

 

 

$25.80

 

 

 

4/1/2027

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

910

 

 

 

2,730

 (7) 

 

 

 

 

 

$38.75

 

 

 

5/1/2028

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,966

 (8) 

  

 

$31.00

 

 

 

5/1/2029

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,358

 (1) 

 

 

$127,671

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12,500

 (2) 

 

 

$475,250

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

661

 (9) 

 

 

$25,131

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

865

 (10) 

 

 

$32,887

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

932

 (11) 

 

 

$35,435

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

959

 (12) 

 

 

$36,461

 

 

 

Adam D. Nelson

Executive Vice President & General Counsel

 

 

7,902

 

 

 

2,637

 (5) 

 

 

 

 

 

$15.87

 

 

 

4/1/2026

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,512

 

 

 

2,511

 (6) 

 

 

 

 

 

$25.80

 

 

 

4/1/2027

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

877

 

 

 

2,631

 (7) 

 

 

 

 

 

$38.75

 

 

 

5/1/2028

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,529

 (8) 

 

 

 

 

 

$31.00

 

 

 

5/1/2029

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,865

 (1) 

 

 

$108,927

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12,500

 (2) 

 

 

$475,250

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

971

 (9) 

 

 

$36,917

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

848

 (10) 

 

 

$32,241

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

898

 (11) 

 

 

$34,142

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

818

 (12) 

 

 

$31,100

 

 

 

Todd Ritterbusch

 

 

 

 

 

1,890

 (8) 

 

 

 

 

 

$31.00

 

 

 

5/1/2029

 

 

 

 

 

 

 

 

 

 

 

 

 

Executive Vice President, Chief Lending Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,140

 (1) 

 

$

81,363

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12,500

 (2) 

 

$

475,250

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6,451

 (12) 

 

$

245,267

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

611

 (12) 

 

 

$23,230

 

 

 
  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

Director, Vice Chairman,

CEO & President

  11,883        $25.80   4/1/2027             
  7,304   2,435     $38.75   5/1/2028             
  3,551   3,552     $31.00   5/1/2029             
  2,441   7,326     $26.25   5/1/2030             
     8,269     $88.63   5/1/2031             
                 8,043 (3)  $957,760       
                 21,000 (4)  $2,500,680       
                 11,531 (5)  $1,373,111       
                 11,550 (6)  $1,375,374       
                       831  $98,955 
                       1,149  $136,823 
                       2,471  $294,247 
                       3,300  $392,964 

 

 

W. Bradley Voss

Executive Vice President,

CFO

  427        $15.87   4/1/2026             
  435        $25.80   4/1/2027             
  468   157     $38.75   5/1/2028             
                 4,743 (7)  $564,796       
                 6,000 (4)  $714,480       
                       54  $6,430 
                       331  $39,415 
                       504  $60,016 
                   1,150  $136,942 
                       2,710  $322,707 (8) 

 

 

Gail Lehmann

Executive Vice President,

Secretary

  4,382        $25.80   4/1/2027             
  910   910     $38.75   5/1/2028             
  1,483   1,483     $31.00   5/1/2029             
  1,314   3,945     $26.25   5/1/2030             
     1,908     $88.63   5/1/2031             
                 3,358 (3)  $399,871       
                 12,500 (4)  $1,488,500       
                 6,209 (5)  $739,368       
                 2,665 (6)  $317,348       
                       311  $37,034 
                       480  $57,158 
                       1,331  $158,495 
                       761  $90,620 

 

 

Adam D. Nelson

Executive Vice President &

General Counsel

  10,539        $15.87   4/1/2026             
  5,023        $25.80   4/1/2027             
  2,631   877     $38.75   5/1/2028             
  1,264   1,265     $31.00   5/1/2029             
  1,149   3,449     $26.25   5/1/2030             
     1,802     $88.63   5/1/2031             
                 2,865 (3)  $341,164       
                 12,500 (4)  $1,488,500       
                 5,429 (5)  $646,485       
                 2,517 (6)  $299,724       
                       300  $35,724 
                       409  $48,704 
                       1,164  $138,609 
                       719  $85,619 

 

 

 

3836        Triumph Bancorp  |  20202022 Proxy Statement


  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

Executive Vice President,

Chief Lending Officer

     945     $31.00   5/1/2029             
     2,931     $26.25   5/1/2030             
     1,441     $88.63   5/1/2031             
                 2,140 (3)  $254,831       
                 12,500 (4)  $1,488,500       
                 4,611 (5)  $549,078       
                 2,013 (6)  $239,708       
                       3,226  $384,152 
                       306  $36,438 
                       989  $117,770 
                       575  $68,471 

 

 

R. Bryce Fowler

Former

Executive Vice President,

CFO

     567     $38.75   5/1/2028             
     827     $31.00   5/1/2029             
     4,350     $26.25   5/1/2030             
     2,120     $88.63   5/1/2031             
                 2,313 (3)  $275,405       
                 6,962 (4)  $829,055       
                 2,292 (5)  $272,936       
                 336 (6)  $40,011       
                       193  $22,982 
                       283  $33,700 
                       1,467  $174,690 
                       846  $100,742 

 

 

(1) 

Performance unitUnless separately noted, stock options and restricted stock awards shown in row represent total stock return performance shares granted in 2019 as partvest at the rate of 25% per year from the Company’s LTIP program. Shares represented and market valuedate of award. Unvested or un-exercisable portions of awards reflect the unvested portion of such options and restricted stock awards assume payout at maximum.

(2)

During 2019 the Company granted the 2019 Cumulative EPS Awards. For a discussion of the terms relating to the 2019 Cumulative EPS Awards please refer to “Compensation Discussionissued between 2018 and Analysis-2019 Executive Compensation Program and Pay Decisions-2019 Cumulative EPS Award.” Such award is disclosed in this table at its target level. As of December 31, 2019 it was not considered probable that the Company will achieve the specified performance metric for this award. See “2019 Summary Compensation Table” above

(3)

2021. Vesting of all such stock options and shares of restricted stock 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).

(4)(2) 

The market values for the outstanding stock awards presented as of December 31, 2019,2021, are based on the closing price of our Common Stock of $38.02$119.08 per share on December 31, 2019.2021.

(3)

Performance unit awards shown in row represent total stock return performance shares granted in 2019 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).

(4)

Performance unit awards shown in row represent awards granted during 2019 as part of the Company’s 2019 Cumulative EPS Award program. Such award is disclosed in this table at its target level. 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 performance against the EPS goal. 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 achievement of interim EPS goals through 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)

2016Performance unit awards shown in row represent total stock option; vestsreturn 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 (after the ratefirst anniversary of 25% per year – remaining unvestedthe 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 will vestmay be earned (and the resulting shares issued unless replaced with a time vested replacement award) based on April 1, 2020.

(6)

2017 stock option; vests atTSR through the ratechange in control. Vesting of 25% per year – remaining unvested portionsany time vested replacement award may be accelerated in the event of the award will vest on April 1 2020 and 2021.

(7)

2018 stock option; vests at the rate of 25% per year – remaining unvested portions of the award will vest on May 1 2020, 2021 and 2022.

(8)

2019 stock option; vests at the rate of 25% per year –one-fourth of the award vests on May 1, 2020, 2021, 2022 and 2023.

(9)

2016 restricted stock award; vests at the rate of 25% per year – remaining unvested portion of the award will vest on April 1, 2020.

(10)

2017 restricted stock award; vests at the rate of 25% per year – remaining unvested portions of the award will vest on April 1 2020 and 2021.

(11)

2018 restricted stock award; vests at the rate of 25% per year – remaining unvested portions of the award will vest on May 1 2020, 2021 and 2022.

(12)

2019 restricted stock award; vests at the rate of 25% per year –one-fourth of the award vests on May 1, 2020, 2021, 2022 and 2023.

(13)

Mr. Karas’ employment with the Company terminated September 1, 2019 and he had no unvested stock options, restricted stock awards or performance shares as of December 31, 2019.a qualifying termination following such change in control (as defined in our 2014 Omnibus Incentive Plan).

 

Triumph Bancorp  |  20202022 Proxy Statement        3937


(6)

Performance 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).

(7)

Performance 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 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)

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 named executive officers during the fiscal year ended December 31, 2019.2021.

 

  Option Awards   Stock Awards Option AwardsStock Awards
Name  

Number of

Shares

Acquired on

Exercise

 

Value

Realized

Upon

Exercise ($)

   

Number of

Shares

Acquired on

Vesting

 

Value

Realized on

Vesting

($) (1)

 

Number of

Shares

Acquired on

Exercise

Value

Realized

Upon

Exercise ($) (1)

Number of

Shares

Acquired on

Vesting

Value

Realized on

Vesting

($) (2)

Aaron P. Graft

  

 

 

 

 

            —

 

  

 

            3,348

 

 

$

101,220

 

 

16,434

$

1,599,138

 

3,232

$

279,461

W. Bradley Voss

 

$

 

423

$

37,233

Gail Lehmann

 

9,737

$

882,733

 

1,426

$

123,368

Adam D. Nelson

 

$

 

1,315

$

113,593

Todd Ritterbusch

 

1,921

$

98,996

 

2,095

$

185,680

R. Bryce Fowler

  

 

 

 

 

 

  

 

1,876

 

 

$

56,637

 

 

6,385

$

330,798

 

1,107

$

96,141

Gail Lehmann

  

 

 

 

 

 

  

 

1,405

 

 

$

42,438

 

Adam D. Nelson

  

 

 

 

 

 

  

 

1,695

 

 

$

51,121

 

Todd Ritterbusch

  

 

 

 

 

 

  

 

 

 

 

 

Daniel J. Karas

  

 

11,322

 

 

 

136,970

 

  

 

1,817

 

 

$

50,297

 

 

 (1)

The value realized on vesting is determined by multiplying the number of option shares exercised based on the sale price for such shares (if sold on the date of exercise to pay the exercise price) or the closing price of the Company’s common stock on the exercise date if exercised and not sold

(2)

The value realized on vesting is determined by multiplying the number of vested restricted stock units by the closing price of the Company’s common stock on the vesting date.

Equity Compensation Plan Information

The following table provides certain information with respect to all of our equity compensation plans in effect as of December 31, 2019.2021.

 

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)

   

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

   225,055   $24.10    338,682    166,755   $33.34    408,615 

Equity compensation plans not approved by security holders

                        
  

 

   

 

   

 

 
  

 

   

 

   

 

 

Total

   225,055    24.10    338,682    166,755   $33.34    408,615 

 

 

 

4038        Triumph Bancorp  |  20202022 Proxy Statement


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

The table below describes the value of compensation and benefits payable to each named executive officer 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, 2019,2021, employment termination date.

 

Name/Termination Scenario(6)

 

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)

 $855,000        $32,400  $887,400 

Qualifying Termination—Change in Control(2)

 $2,739,866  $621,855  $213,499  $64,800  $3,640,020 
 

Death

    $621,855  $213,499     $835,354 
 

Disability

    $621,855  $213,499     $835,354 
  

Retirement (3)

               

R. Bryce Fowler

      
 

Voluntary Resignation

               
 

Termination for Cause

               

Qualifying Termination (no change in control)(1)

 $437,500        $32,400  $469,900 

Qualifying Termination—Change in Control(2)

 $1,347,376  $315,395  $120,925  $64,800  $1,848,496 
 

Death

    $315,395  $120,925     $436,320 
 

Disability

    $315,395  $120,925     $436,320 
  

Retirement(3)

    $315,395  $120,925     $436,320 

Gail Lehmann

      
 

Voluntary Resignation

               
 

Termination for Cause

               

Qualifying Termination (no change in control)(1)

 $340,000        $32,400  $372,400 

Qualifying Termination—Change in Control(2)

 $988,891  $257,595  $91,854  $43,200  $1,381,540 
 

Death

    $257,595  $91,854     $349,449 
 

Disability

    $257,595  $91,854     $349,449 
  

Retirement(3)

    $257,595  $91,854     $349,449 

Adam D. Nelson

      
 

Voluntary Resignation

               
 

Termination for Cause

               

Qualifying Termination (no change in control)(1)

 $290,000    $21,600  $311,600 

Qualifying Termination—Change in Control(2)

 $866,971  $243,319  $106,848  $43,200  $1,260,338 
 

Death

    $243,319  $106,848     $350,167 
 

Disability

    $243,319  $106,848     $350,167 
  

Retirement(3)

             $ 

Todd Ritterbusch

      
 

Voluntary Resignation

               
 

Termination for Cause

               

Qualifying Termination (no change in control)(1)

 $325,000        $21,600  $346,600 

Qualifying Termination—Change in Control(2)

 $830,163  $349,869  $13,268  $43,200  $1,236,500 
 

Death

    $349,869  $13,268     $363,137 
 

Disability

    $349,869  $13,268     $363,137 
  

Retirement(3)

             $ 

Name/Termination Scenario

 

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)

 $975,000  $2,881,750     $38,845  $3,895,595 

Qualifying Termination—Change in Control (2)

 $3,207,468  $9,630,565  $1,440,327  $77,691  $14,356,051 
 

Death

    $3,804,739  $1,440,327     $5,245,066 
 

Disability

    $3,804,739  $1,440,327     $5,245,066 
  

Retirement (3)

               

W. Bradley Voss

      
 

Voluntary Resignation

               
 

Termination for Cause

               

Qualifying Termination (no change in control) (1)

 $350,000  $1,143,066     $20,780  $1,513,846 

Qualifying Termination—Change in Control (2)

 $999,967  $2,559,208  $12,612  $41,560  $3,613,347 
 

Death

    $1,385,870  $12,612     $1,398,482 
 

Disability

    $1,385,870  $12,612     $1,398,482 
  

Retirement (3)

               

Gail Lehmann

      
 

Voluntary Resignation

               
 

Termination for Cause

               

Qualifying Termination (no change in control) (1)

 $360,000  $1,569,088     $38,845  $1,967,933 

Qualifying Termination—Change in Control (2)

 $1,070,952  $4,776,954  $628,036  $51,794  $6,527,736 
 

Death

    $1,912,396  $628,036     $2,540,432 
 

Disability

    $1,912,396  $628,036     $2,540,432 
  

Retirement (3)

    $1,569,088  $628,036     $2,197,124 

Adam D. Nelson

      
 

Voluntary Resignation

               
 

Termination for Cause

               

Qualifying Termination (no change in control) (1)

 $340,000  $1,491,025     $25,897  $1,856,922 

Qualifying Termination—Change in Control (2)

 $992,996  $4,572,880  $556,912  $51,794  $6,174,582 
 

Death

    $1,799,680  $556,912     $2,356,592 
 

Disability

    $1,799,680  $556,912     $2,356,592 
  

Retirement (3)

               

Todd Ritterbusch

      
 

Voluntary Resignation

               
 

Termination for Cause

               

Qualifying Termination (no change in control) (1)

 $340,000  $1,392,759     $25,897  $1,758,656 

Qualifying Termination—Change in Control (2)

 $963,658  $4,627,449  $399,199  $51,794  $6,042,100 
 

Death

    $1,999,590  $399,199     $2,398,789 
 

Disability

    $1,999,590  $399,199     $2,398,789 
  

Retirement (3)

               

 (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.

Triumph Bancorp  |  2020 Proxy Statement        41


 (2)

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 named executive officer).

 (3)

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, 2018,2021, Ms. Lehmann and Mr. Fowler areis 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.

Triumph Bancorp  |  2022 Proxy Statement        39


(4)

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

 (4)

UnvestedA prorated portion of the restricted stock awards vestunit 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 Qualifying Terminationchange of control during the vesting period unless replaced with an equivalent time vested award.

A prorated portion of unvested TSR performance awards vests 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.

A prorated portion of EPS performance awards may vest upon death, disability qualifying termination or disability.retirement during the performance period, and would be earned and shares issued following completion of the performance period and determination of the Company’s performance against the EPS goal. 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 achievement of interim EPS goals through change in control. Upon a qualifying termination in connection with such change in control, the time vested replacement award would vest in full. The calculations assume payout at target of the EPS performance award (modified by any applicable proration) at target for death, disability, Qualifying Termination or retirement. The calculations for payout on a qualifying termination within 24 months of a change in control assumes payout based on achievement of the interim EPS goal at stretch for the second year of the award as of December 31, 2021, as the Company exceeded such stretch EPS goal for the two year period ended December 31, 2021.

Value of all stock awards were calculated assuming the closing price of our common stock on December 31, 2021 of $119.83 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, 20192021 and the option exercise price.

(6)

Mr. Karas’ employment with the Company terminated September 1, 2019.    In connection with his termination none of his outstanding equity awards received accelerated vesting and he received a cash severance payment of $299,720 plus continuation of COBRA benefits for 12 months valued at $21,600.

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 RegulationS-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 RegulationS-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, 2019.2021. 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 2019.2021. After determining the median employee, we calculated the CEO’s and the median employee’s 20192021 total compensation in the same manner as the CEO’s compensation provided in the summary compensation table. Based on the foregoing, the CEO’s 20192021 annual total compensation is $1,254,853$2,444,169 and the median annual total compensation of all employees (except for the CEO) is $51,807,$48,657.64, resulting in a CEO pay ratio of approximately 24.250.3 to 1.

 

4240        Triumph Bancorp  |  20202022 Proxy Statement


DIRECTOR COMPENSATION FOR FISCAL 20192021

20192021 Director Compensation

In connection with their service on our Board of Directors in 2019,2021, we compensated ournon-employee directors through a combination of stock awards and cash retainers related to their service or chairmanship on the board and each board committee. In addition, those of our directors who also served on the board or board committees of TBK Bank, SSB or its subsidiaries also received compensation for such service through a combination of stock awards and cash retainers. Director fees are approved by our Nominating and Corporate Governance Committee after a review process including consideration of competitive peer group benchmarking data. Our director fees for 20192021 are outlined in the table below.

 

  CHAIR ($)     MEMBER ($) 
  CHAIR ($)     MEMBER ($) 

Triumph Bancorp, Inc. Board and Committees

   CASH    STOCK     CASH    STOCK    CASH    STOCK     CASH    STOCK 

Board

  $45,000   $45,000 (1)    $30,000   $30,000 (2)   $50,000   $60,000 (1)    $35,000   $45,000 (1) 

Audit Committee

  $37,500        $12,500       $37,500        $12,500     

Compensation Committee

  $12,000        $3,000       $12,000        $3,000     

Nominating & Corporate Governance Committee

  $12,000        $3,000       $12,000        $3,000     

Risk Management Committee

  $12,000        $3,000       $12,000        $3,000     

TBK Bank, SSB Board and Committees

                  

Board

  $20,625   $20,625 (1)    $16,500   $16,500 (3)   $20,625   $20,625 (1)    $16,500   $16,500 (1) 

Executive Loan Committee

  $16,500        $14,850       $16,500        $14,850     

ALCO Committee

  $5,775        $3,300       $5,775        $3,300     

Triumph Business Capital

         

Triumph Business Capital/Triumph Insurance Group

         

Board

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

 (1)

The grant date fairTarget award value of Mr. Sepulveda’s award is basedissued one half on the number of shares granted and the NASDAQ closing price of our common stock on the grant date of February 1, 20192021 and one half on July 1, 2019, respectively, in which we granted an aggregate of 2,174 shares of common stock to Mr. Sepulveda for his service as Chair of Triumph Bancorp, Inc. and TBK Bank, SSB.

(2)

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 February 1, 2019, in which we granted 485 shares of common stock to eachnon-employee director and on the grant date of July 1, 2019 in which we granted 509 shares of common stock to eachnon-employee director, excluding Mr. Sepulveda, who was granted shares as described in footnote 1 above.

(3)

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 February 1, 2019 in which we granted 267 shares of common stock to eachnon-employee director and on the grant date of July 1, 2019 in which we granted 280 shares of common stock to eachnon-employee director.2021.

All stock awards were fully vested on the date of grant. All cash retainers (with the exception of cash fees for Triumph Business Capital/Triumph Insurance Group, which are paid in a single lump sum) are paid quarterly (i.e.one-fourth of the total annual retainer is paid to each director on the first day of each of our fiscal quarters or as soon as practicable thereafter).

 

Triumph Bancorp  |  20202022 Proxy Statement        4341


The following table sets forth compensation paid, earned or awarded during 20192021 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

   

 

45,000

   

 

29,972

   

 

2,500

   

 

77,472

   

 

50,000

   

 

44,918

   

 

5,840

   

 

100,758

Richard Davis

   

 

36,000

   

 

29,972

   

 

   

 

65,972

Robert Dobrient

   

 

36,000

   

 

29,972

   

 

20,000

   

 

85,972

Harrison B. Barnes

   

 

   

 

   

 

   

 

Debra A. Bradford

    47,500    44,918        92,418

Richard L. Davis

    41,000    44,918        85,918

Laura K. Easley

    50,000    49,846    5,000    104,846

Aaron P. Graft

   

 

   

 

   

 

   

 

                

Douglas M. Kratz

   

 

42,000

   

 

46,466

   

 

32,329

   

 

120,795

Maribess L. Miller

   

 

54,500

   

 

29,972

   

 

3,270

   

 

87,742

    59,500    44,918    4,598    109,016

Frederick Perpall

   

 

33,000

   

 

29,972

   

 

   

 

62,972

    38,000    44,918        82,918

Michael P. Rafferty

   

 

70,500

   

 

29,972

   

 

   

 

100,472

    75,500    44,918        120,418

Carlos M. Sepulveda, Jr.

   

 

45,000

   

 

65,553

   

 

35,475

   

 

146,028

    50,000    90,350    45,475    185,825

C. Todd Sparks

   

 

42,500

   

 

46,466

   

 

37,125

   

 

126,091

   

 

47,500

   

 

61,366

   

 

37,125

   

 

145,991

Justin N. Trail

   

 

33,000

   

 

29,972

   

 

22,441

   

 

85,413

 (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 February 1, 2019 and July 1, 2019.Non-employee directors of Triumph Bancorp, Inc. were granted an aggregate of 994 shares of common stock in 2019.Non-employee directors of TBK Bank, SSB, including Mr. Sepulveda, Mr. Kratz, and Mr. Sparks, were granted an aggregate of 547 shares of common stock in 2019. In addition to the aforementioned awarded shares, Mr. Sepulveda was granted 633 additional shares of common stock for his service as Chairman of Triumph Bancorp, Inc. and TBK Bank, SSB.grant.

 (2) 

Reflects cash retainers received for service on the boards of directors and board committees of TBK Bank, SSB and its subsidiaries. In addition, with respect to Messrs. Anderson, Kratz, and Trail and Ms. Miller, also includes amounts paid to such individuals as reimbursement for asubsidiaries plus medical wellness exam pursuantreimbursements of $5,480 to program availableMr. Anderson and $4,598 to Company executive officers and directors.Ms. Miller.

 

4442        Triumph Bancorp  |  20202022 Proxy Statement


SECTION 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 20192021 all such reports required to be filed by our directors and executive officers were filed in a timely manner under Section 16(a).

 

Triumph Bancorp  |  20202022 Proxy Statement        4543


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.com, as an annex to our Corporate Governance Guidelines.

Triumph Consolidated Cos., LLC Warrant and Registration Rights

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 provided TCC with certain registration rights if we proposed to register any of our capital stock in a public offering. On August 2, 2017, TCC exercised the TCC Warrant in full in connection with its liquidation and winding up. In connection therewith, the TCC Warrant was amended by TCC and the Company to permit such exercise to be made 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. Certain of the Company’s officers and other personnel served as officers of Trinitas (which positions were terminated as to our executive officers during 2017 as part of the sale of our Triumph Capital Advisors, LLC (“TCA”) subsidiary) 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, TCA, provided 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, the Company (through its interest in TCA) earned fees from Trinitas totaling $521,000. 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. Consequently, no fees were earned by the Company from Trinitas for the years ended December 31, 2019 or 2018. The Company holds investments in the subordinated notes of Trinitas IV CLO Ltd., Trinitas V CLO Ltd., and Trinitas VI CLO Ltd., CLOs managed by Trinitas, with a carrying amount of $8,417,000, $8,487,000 and $8,557,000 at December 31, 2019, 2018 and 2017, respectively.

46        Triumph Bancorp  |  2020 Proxy Statement


TBK Bank Sports Complex Naming Rights Agreement

Director Doug Kratz is owner and principal of The BettPlex LLC, an entity that has developed and is operating 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 December 2017, the Company entered into an agreement with The BettPlex LLC to become the naming rights sponsor of the facility, which is 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. In each of 2018 and 2019, the Company paid an amount equal to $250,000, in respect of the first and second years (covering the period from June 1, 2018 to May 31, 2019 and June 1, 2019 to May 31, 2020, respectively) of such naming rights agreement. 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/Jordan Graft

Triumph Business Capital, a wholly-owned subsidiary of TBK Bank, SSB, engaged Cratebind LLC (“Cratebind”) to provide certain software consulting services, in particular as related to the development of its blockchain and payments technologies as a complement to its traditional factoring operations. Jordan Graft the brother of Chief Executive Officer Aaron Graft, was previously a principal of Cratebind LLC. Payments for work performed by Cratebind in respect of the Company’s 2017 fiscal year totaled $80,431. Payments for the Company’s 2018 fiscal year totaled $281,245, of which $91,353 was attributable to the period following Mr. Jordan Graft’s separation from such entity. No payments were made to Cratebind for the Company’s 2019 fiscal year. The Cratebind arrangement was approved by our NominatingEmployment and Corporate Governance Committee, which in addition to the factors described above considered the unique skills of the Cratebind personnel (including Mr. (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.Consulting Arrangements

In March 2018, the Company hired Mr. (Jordan) Graft, in a full time capacity to continuebrother of Chief Executive Officer Aaron Graft, to oversee the Company’s development of blockchain and payments technologies, including its TriumphPay platform. Mr. (Jordan) Graft’s compensation included a prorated base salary of $275,000$437,000 for 2021, $425,000 for 2020, and $290,000 for 2019 and apro-rated base salary of $250,000 for 2018,as well as participation in annual equity awards equal to 35% of his base salary, and participation in annualcash incentive compensation programs commensurate with other senior executive leaders in charge of business units (with payments under such programs to be approved by our Compensation Committee).

No additional incentive compensation was paid toIn 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), to be paid 70% in 2018.cash and 30% in restricted stock.    In 2019, the Compensation Committee approved an incentive bonus of $580,000 for Mr. (Jordan Graft), to be paid 70%80% in cash and 30%20% in restricted stock. Mr. (Jordan) Graft also participated in the 2019 Cumulative EPS Award described in our 2020 proxy statement under “Compensation Discussion and Analysis-2019 Executive Compensation Program and Pay Decisions-2019 Cumulative EPS Award” with a target award of 12,500 shares of common stock.                For 2020, the Compensation Committee has approved a base salary of $425,000 for

During 2021, Mr. (Jordan) Graft which tookbecame 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 had has entered into accounta consulting agreement with the growth and expansion ofCompany whereby Mr. Graft will provide services related to the Company’s TriumphPay payments platform, including guiding product strategy, technical support for product development and alignmentinterfaces to the platform, supporting the business development teams to include strategic partnerships as well as relationships with freight brokers and

44        Triumph Bancorp  |  2022 Proxy Statement


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 compensation with senior leaders at Triumph Business Capital.consulting services will count as continued service to the Company for purposes of previously issued equity awards to Mr. (Jordan)Graft.

Mr. Graft’s employment and compensationconsulting 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 lease for the main

Triumph Bancorp  |  2020 Proxy Statement        47


office of Triumph Business Capital, 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 for our 20182021 fiscal year totaled $626,351.$504,114. 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.

LoansLoan, Banking and BankingOther 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. 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.

In December 2018,The son-in-law of Director Richard Davis works as a commercial lender at the Company’s wholly-owned banking subsidiary, TBK Bank, SSB, and receives employment compensation in such role consistent with other similarly situated commercial lenders for the bank. During the 2019, 2020 and 2021 fiscal years of the Company, sold a loan with an aggregate principal balance of $9,781,000 to an entity in which Director Todd Sparks, together with members of his family, have a majority interest. The loan, which was originated as a Regulation O loan due to the interests of Director Sparks in the borrower for such loan, was sold at a purchase price equal to 100% of the outstanding principal balance of the loan plus accrued interest and therefore, resulted in no gain or loss for the year ended December 31, 2018. The loan was sold by the Company due to credit deterioration at the borrower which would have caused the loan to be classified as a substandardnon-performing loan had it remained on the Company’s balance sheet as of December 31, 2018. Our Nominating and Corporate Governance Committee approved this transaction after determining that the terms of such purchase were at least as favorable as those that could be obtained from any third-party purchaser.compensation exceeded $120,000 per year.

 

48        Triumph Bancorp  |  20202022 Proxy Statement        45


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The tables set forth below contain information regarding the amount and percent of shares of Common Stock that as of March 10, 2020February 28, 2022 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 10, 2020,February 28, 2022, there were 24,101,12025,160,156 shares of Common Stock outstanding.

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

 

   

 As of March 10, 2020 

 

Name of Beneficial Owner

Greater than 5% stockholders

  

Number of

Shares

   

Percent of

Class

 

BlackRock, Inc.(1)

   3,657,698    15.18% 

Wellington Management Group, LLP (2)

   2,058,650    8.54% 

The Vanguard Group(3)

   1,579,153    6.55% 

 

 
 

 

  

 As of February 28, 2022 

 

Name of Beneficial Owner

Greater than 5% stockholders

  

Number of

Shares of
Common
Stock

   

Percent of 

Class of
Common
Stock

 

BlackRock, Inc. (1)

   3,516,343    14.0% 

The Vanguard Group (2)

   2,059,379    8.2% 

Luxor Capital Group (3)

   1,968,108    7.8% 

Wellington Management Group, LLP (4)

   1,396,225    5.5% 

 

 
 (1)

Consists of 3,657,6983,516,343 shares of Common Stock beneficially owned of record by clients of one or more investment advisers directly or indirectly owned by BlackRock, Inc. Based solely on information set forth in a Schedule 13G/A filed by such persons on February 4, 2020.January 27, 2022. The address of such persons is BlackRock, Inc., 55 East 52nd Street, New York, NY 10055.

 (2)

Consists of 2,058,650 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. Based on information set forth in a Schedule 13G/A filed by such persons on January 27, 2020. The address of such persons is c/o Wellington Management Company, LLP, 280 Congress Street, Boston, MA 02210.

(3)

Consists of 1,579,1532,059,379 shares of Common Stock beneficially owned of record by clients of one or more investment advisers directly or indirectly owned by The Vanguard Group. Based solely on information set forth in a Schedule 13G filed by such persons on February 12, 2020.10, 2022. The address of such persons is The 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 (“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, 2022. 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 1,396,225 shares of Common Stock beneficially owned of record by Wellington Management Group, LLP, Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP and Wellington Management Company LLP. Based solely on information set forth in a Schedule 13G/A filed by such persons on February 4, 2022. The address of such persons is c/o Wellington Management Company, LLP, 280 Congress Street, Boston, MA 02210.

 

46        Triumph Bancorp  |  20202022 Proxy Statement        49


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.

    528,110               528,110    2.19

C. Todd Sparks

    352,175(2)                352,175    1.46%  

Aaron P. Graft

    299,664(1)        8,313    31,991    339,968    1.41

Douglas M. Kratz

    294,680(3)                294,680    1.22

Richard L. Davis

    226,945(4)                226,945    

Charles Anderson

    165,337               165,337    

Justin Trail

    105,191(5)                105,191    

R. Bryce Fowler

    52,355       4,344    18,173    74,872    

Robert Dobrient

    68,358(6)                68,358    

Gail Lehmann

    25,372       3,417    13,580    42,369    

Michael P. Rafferty

    35,664               35,664    

Adam D. Nelson

    14,949       3,535    16,693    35,177    

Maribess Miller

    25,080(7)                25,080    

Todd Ritterbusch

          7,062    472    7,534   

Frederick Perpall

    3,826               3,826    

Debra Bradford

                       — 

Laura Easley

                       — 
              

 

 

    

 

 

 

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

 

    2,305,286    9.53

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.

  354,712            354,712   1.41      

Aaron P. Graft

  229,773(1)      7,751   39,172   276,696   1.10      

Richard L. Davis

  207,523(2)            207,523   *   20,000   1.11

C. Todd Sparks

  206,281(3)            206,281   *       

Charles A. Anderson

  122,860            122,860   *       

Gail Lehmann

  26,596      2,884   17,826   47,306   *       

Michael P. Rafferty

  32,714            32,714   *   8,000   * 

Adam D. Nelson

  8,584      2,592   20,606   31,782   *       

Maribess L. Miller

  17,130            17,130   *       

Frederick Perpall

  10,376            10,376   *       

Harrison B. Barnes

  9,366            9,366   *       

Todd Ritterbusch

  2,000      5,096   1,921   9,017   *   20,000   1.11

W. Bradley Voss

  5,506      2,039   1,330   8,875   *       

Laura K. Easley

�� 2,229            2,229   *       

Debra A. Bradford

  2,050            2,050   *       
     

 

 

  

 

 

  

 

 

  

 

 

 

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

 

  1,338,917   5.30  48,000   2.67

 *

Indicates less than 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. 90,000143,455 shares of stock held by Mr. Graft have been pledged to VeritexJPMorgan Chase Bank, N.A. in connection with a personal loan facility entered into by Mr. Graft.

 (2) 

Includes (i) 74,079 shares indirectly owned as trustee of the Sheree Davis 2006 Children’s Trust, (ii) 74,079 shares indirectly owned as trustee of the Richard Davis 2006 Family Trust, and (iii) 6,826 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.

(3)

Mr. Sparks exercises voting and dispositive control over an aggregate of 302,390154,690 shares of Common Stock held by SBS Equity, LLC, The Sparks Foundations, Inc., a 501(c)3 organization and Sparco Market Fund. Mr. Sparks disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

 (3)

Includes 141,057 shares of Common Stock acquired through the conversion of 20,325 shares of Series B Preferred Stock effective October 26, 2018.

(4) 

Includes (i) 75,979 shares indirectly owned as trusteeEach Depository Share represents a 1/40th interest in a share of the Sheree Davis 2006 Children’s Trust, (ii) 75,979 shares indirectly owned as trusteeCompany’s 7.125% Series C Fixed Rate Non-Cumulative Perpetual Preferred Stock, par value $0.01 per share. As of the Richard Davis 2006 Family Trust, and (iii) 6,926 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 (i) 12,859 shares of Common Stock beneficially owned through Equity Trust Company Custodian FBO Justin Trail Sep IRA, (ii) 458 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. Trail exercises voting and dispositive control over the shares of Common Stock held by JTHT Enterprises, Ltd. and by the UTMA/UGMA accounts of his minor children. Mr. Trail 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.

(6)

Includes shares beneficially owned through E*TRADE Securities LLC, as custodian for Robert Dobrient IRA.

(7)

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.February 28, 2022, there were 1,800,000 Depository Shares outstanding.

 

50        Triumph Bancorp  |  20202022 Proxy Statement        47


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

With this Proposal 2, the Company’s stockholders are being asked to provide advisory approval of the 20192022 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 20202022 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.

In deciding how to vote on this Proposal, the Board encourages you to read the “Executive Compensation – Compensation Disclosure and Analysis” section of this Proxy Statement and the tabular 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 onpay-for-performance principles, strongly aligned with the long-term interests of the Company’s stockholders and designed 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 its named executive officers for 20192021 reflected the Company’s financial results for 2019.2021. Accordingly, stockholders are being asked to vote on the following resolution to be presented at the Annual Meeting:

“RESOLVED, that the holders of the Common Stock hereby approve the compensation of the named executive officers as described in this Proxy Statement under the heading “Executive Compensation”, including the Compensation Discussion and Analysis, the compensation tables and related footnotes.”

The vote by the stockholders will be anon-binding, advisory vote, meaning that the voting results will not be binding on the Company, the Compensation Committee or the Board or overrule or affect any previous action or decision by the Compensation Committee or the Board 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 the named executive officers’ compensation unless otherwise specified.

 

LOGOLOGO  

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

 

 

48        Triumph Bancorp  |  20202022 Proxy Statement        51


PROPOSAL 3: APPROVAL OF AMENDMENT TO THE COMPANY’S SECOND AMENDED AND RESTATED CERTIFICATE OF FORMATION TO CHANGE THE NAME OF THE COMPANY

The Board of Directors has unanimously approved, and recommends that our stockholders approve, a proposal to amend our Certificate of Formation to change the name of the Company from Triumph Bancorp, Inc. to Triumph Financial, Inc. (the “Name Change Proposal”). The form of the proposed amendment to our Certificate of Formation is attached to this proxy statement as Annex A.

The impetus for the proposed name change to Triumph Financial, Inc. is to better align the Company’s name and brand with its emerging payments and financial technology businesses.    Such name change would take place as part of a broader re-branding initiative planned to be undertaken by the Company during the second or third quarter of 2022.

The change in the Company’s name will not affect the status of the Company or the rights of any stockholder in any respect, or the transferability of stock certificates presently outstanding. The currently outstanding stock certificates evidencing shares of the Company’s securities bearing the name Triumph Bancorp, Inc. will continue to be valid following the name change. In the future, new stock certificates will be issued bearing the new name, but the name change will in no way affect the validity of your current stock certificates.

If the Name Change Proposal is approved by the stockholders, the name change will become effective upon the filing of an amendment to our Certificate of Formation with the Secretary of State of the State of Texas. If approved, the Company intends to file the amendment prior to December 31, 2022.

Vote Required for Approval

The affirmative vote of holders of at least two-thirds of the outstanding shares entitled to vote on this matter is required to adopt the Name Change Proposal. Abstentions, broker non-votes and failures to vote will have the same effect as votes against the proposal.

The name change, if approved by our stockholders, would have the effect of changing the legal name of the Company. If the Name Change Proposal is not approved, the Company’s legal name will continue to be Triumph Bancorp, Inc.

LOGO

The Board recommends that you vote FOR the approval of the Amendment to the Company’s Second Amended and Restated Certificate of Formation to change the name of the Company

Triumph Bancorp  |  2022 Proxy Statement        49


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 LLP to serve as Triumph’s independent registered public accounting firm for the fiscal year ending December 31, 2020.2022. A proposal to ratify that appointment will be presented at the Annual Meeting. Representatives of Crowe 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 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 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

For the fiscal years ended December 31, 20192021 and 2018,2020, Crowe LLP provided various audit and audit-related services to the Company. Set forth below are the aggregate fees billed for these services:

 

  2021   2020 
  2019   2018 

Audit fees

  $1,208,716   $1,206,993   $1,317,500   $1,440,200 

Audit-related fees

   39,033    40,830    21,100    19,800 

Tax fees

   258,030    265,197    128,500    216,000 
  

 

   

 

   

 

   

 

 
  $1,505,779   $1,513,020 

   $1,467,100   $1,676,000 

 

Audit fees include aggregate fees billed for professional services rendered for the audit of the Company’s annual financial statements, for the review of financial statements included in the Company’s Quarterly Reports on Form10-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 Crowe LLP’s audits and are not reported under “audit fees”, including, during 20192021 and 2018,2020, work performed in connection with employee benefit plan audits and consultations concerning accounting and financial reporting standards.

Tax fees for 20192021 include approximately $195,000$119,000 for tax compliance, including the preparation, filing, and review of tax returns and approximately $63,000$10,000 for tax consulting related to tax advice and tax planning.

Tax fees for 20182020 include approximately $130,000$156,000 for tax compliance, including the preparation, filing, and review of tax returns and approximately $135,000$60,000 for tax consulting related to merger and acquisition analysis and 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 20182020 and 2019.2021.

 

5250        Triumph Bancorp  |  20202022 Proxy Statement


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-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 and this specialpre-approval is reported out at the next meeting of the Audit Committee.

All of the audit-related, tax and all other services provided by Crowe LLP to us in 20192021 were approved by the Audit Committee. The Audit Committee has determined that allnon-audit services provided by Crowe LLP in 20192021 were compatible with maintaining its independence in the conduct of its auditing functions.

 

LOGOLOGO  

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

 

 

Triumph Bancorp  |  20202022 Proxy Statement        5351


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.com. The Audit Committee held nine meetings during 2019.2021. The Company’s current Audit Committee Charter was last updated on July 23, 2019.27, 2021. 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-related fees and approves all fees and services of the Independent Auditor. The Audit Committee has appointed Crowe LLP as the Company’s Independent Auditor for 2020.2022. Crowe 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 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 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 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 Auditor.

The Audit Committee reviewed with the 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

 

5452        Triumph Bancorp  |  20202022 Proxy Statement


matter included in the Independent Auditor’s 20192021 report. In addition, the Audit Committee has discussed with the Independent 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’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, 2019,2021, filed by the Company with the SEC.

THE AUDIT COMMITTEE

Michael P. Rafferty, Chairman

Maribess L. Miller

C. Todd Sparks

Debra Bradford

March 26, 202015, 2022

 

Triumph Bancorp  |  20202022 Proxy Statement        5553


STOCKHOLDER PROPOSALS

Stockholder proposals submitted pursuant to SEC Rule14a-8 for inclusion in our 20212023 proxy statement and acted upon at our 20212023 Annual Meeting (the “2021“2023 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 27, 2020.26, 2022. If, however, the 20212023 Annual Meeting takes place more than 30 days before or after May 7, 2021,April 26, 2023, then the deadline for stockholder proposals submitted pursuant to SEC Rule14a-8 for inclusion in our 20212022 proxy statement and acted upon at our 20212023 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 20212023 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 20202022 Annual Meeting.Meeting, or not later than 120 days nor earlier than 150 days before the first anniversary of the date of the 2022 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 8, 2021December 28, 2022 and no later than February 17, 2021.January 27, 2023. However, if the date of the 20202023 Annual Meeting occurs more than 30 days before or more than 60 days after May 7, 2021,April 26, 2023, 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 25, 2023. If, however, the 2023 Annual Meeting takes place more than 30 days before or after April 26, 2023, 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.

56

54        Triumph Bancorp��Bancorp  |  20202022 Proxy Statement


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, Inc., 12700 Park Central Drive, Suite 1700, Dallas, Texas 75251.

By Order of the Board of Directors,

 

LOGOLOGO

Aaron P. Graft

President and Chief Executive Officer

 

Triumph Bancorp  |  20202022 Proxy Statement        5755


LOGO


ANNUAL MEETINGANNEX A

CERTIFICATE OF TRIUMPH BANCORP, INC.AMENDMENT TO SECOND AMENDED AND RESTATED

CERTIFICATE OF FORMATION

CERTIFICATE OF AMENDMENT

TO THE

SECOND AMENDED AND RESTATED

CERTIFICATE OF FORMATION

OF

TRIUMPH BANCORP, INC.

Triumph Bancorp, Inc., a corporation organized and existing under the laws of the State of Texas (the “Corporation”), hereby certifies as follows:

ARTICLE I

ENTITY INFORMATION

The name, type, and date of formation of the Corporation, and file number assigned and issued to the Corporation by the Secretary of State, are:

Date:

Name:

  May 7, 2020Triumph Bancorp, Inc.
Time:

Type:

  1:00 p.m. (Central Daylight Time)For-Profit Corporation
Place:    

Date of Formation:

  3 Park Central, 12700 Park Central Drive, Basement Level,November 10, 2003

Filing Number:

  Conference Room 1, Dallas, TX 75251800267139

ARTICLE II

AMENDMENTS

The Second Amended and Restated Certificate of Formation of the Corporation, as amended by the Certificate of Amendment thereto (the “Please make your marks like this:  Existing Certificate Use dark black pencil”), is hereby amended as follows:

1.    Amended Name. Article I of the Existing Certificate is hereby amended in its entirety to read as follows:

“The name of the Corporation is Triumph Financial, Inc. (the “Corporation”).”

ARTICLE III

STATEMENT OF APPROVAL

The amendment to the Existing Certificate to be effected hereby has been approved in the manner required by the Texas Business Organizations Code and the governing documents of the Corporation.

ARTICLE IV

EFFECTIVENESS OF FILING

This Certificate of Amendment becomes effective when filed by the Secretary of State.

The undersigned signs this Certificate of Amendment subject to the penalties imposed by law for the submission of a materially false or pen only

Boardfraudulent instrument and certifies under penalty of Directors Recommends a VoteFOR proposals 1, 2 and 3.perjury that the undersigned is authorized under the provisions of law governing the Corporation to execute this Certificate of Amendment.

 

1:Election of DirectorsDate: , 2022  TRIUMPH BANCORP, INC.

Directors

Recommend

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  ForAgainstAbstain
01 Carlos M. Sepulveda, Jr.For
02 Charles A. AndersonFor
03 Douglas M. KratzFor
04 Richard L. DavisFor
05 Michael P. RaffertyFor
06 C.Todd SparksFor
07 Debra BradfordFor
08 Laura EasleyForBy:
  

For

Against

Abstain

Name:
2:To approve, on a non-binding advisory basis, the compensation of our named executive officers as disclosed in the Proxy Statement.For
3:To ratify the appointment of Crowe LLP as our independent registered public accounting firm.For
4:To transact any business as may properly come before the Annual Meeting or any adjournments or postponements.  Title:

A-1         Triumph Bancorp  |  2022 Proxy Statement


LOGO


        LOGO

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

YOUR VOTE IS IMPORTANT! PLEASE VOTE BY:

To attend the meeting and vote your shares in person, please mark this box.

  

 

INTERNET

  LOGO

Go To: www.proxypush.com/TBK

•   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

  

MAIL

  

Authorized Signatures - This section must be completed for•   Mark, sign and date your Instructions to be executed.Proxy Card

•   Fold and return your Proxy Card in the postage-paid envelope provided

 

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

For Stockholders of record as of February 28, 2022

  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 26, 2022 10:00 AM, Central Time
PLACE:3 Park Central, 12700 Park Central Drive, 15th Floor
Dallas, TX 75251

LOGO

Annual Meeting of Triumph Bancorp, Inc.

to be held on Thursday, May 7, 2020

for Holders as of March 10, 2020

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/TBK

OR  

•  Use any touch-tone telephone.

•  Cast your vote online.

•  View Meeting Documents.

•  Have your Proxy   Card/Voting Instruction   Form ready.

LOGO  MAIL

•  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, 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, 3 AND ITEM 3,4, AND AUTHORITY WILL BE GRANTED UNDER ITEM 4.5. 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.

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 (on the reverse side) and return this card.

PROXY TABULATOR FOR

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


Triumph Bancorp, 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

1.Election of DirectorsLOGO
FORAGAINSTABSTAIN
1.01 Carlos M. Sepulveda, Jr.FOR
1.02 Aaron P. GraftFOR
1.03 Charles A. AndersonFOR
1.04 Harrison B. BarnesFOR
1.05 Debra A. BradfordFOR
1.06 Richard L. DavisFOR
1.07 Laura K. EasleyFOR
1.08 Maribess L. MillerFOR
1.09 Michael P. RaffertyFOR
1.10 C. Todd SparksFOR
    
FORAGAINSTABSTAIN
2.To vote on a non-binding advisory resolution to approve the compensation of the Company’s named executive officers as disclosed in the accompanying proxy statement (the “Say on Pay Proposal”);FOR
3.To approve an amendment to our Second Amended and Restated Certificate of Formation to change the name of the Company from Triumph Bancorp, Inc. to Triumph Financial, Inc. (the “Name Change Proposal”);FOR
4.To ratify the appointment of Crowe LLP as our independent registered public accounting firm for the current fiscal year; andFOR
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.


 

 

LOGO

Signature (and Title if applicable) 

Proxy — Triumph Bancorp, Inc.

Annual Meeting of Stockholders

May 7, 2020, 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 7, 2020 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. 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