Cover
Cover | 12 Months Ended |
Dec. 31, 2022 | |
Document Information [Line Items] | |
Document Type | DEF 14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | TRIUMPH FINANCIAL, INC. |
Entity Central Index Key | 0001539638 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure | 12 Months Ended | ||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Pay vs Performance Disclosure [Table] | |||
Pay vs Performance [Table Text Block] | Pay Vers us e The following provides information regarding compensation actually paid to the Company’s Chief Executive Officer and our other NEOs along with the cumulative total shareholder return of the Company and a peer group index, the Company’s net income and fully-diluted earnings per share, which is the most important financial performance measure (that is not otherwise disclosed in the table) used by the Company to link compensation actually paid to the Company’s NEOs, for 2022, to Company performance. Compensation actually paid, as determined under SEC requirements, does not reflect the actual amount of compensation earned by or paid to our executive officers during a covered year. Value of Initial Fixed $100 Investment (3) Year Summary (1) Compensation Average Average (2) ($) Cumulative Cumulative ($) Measurement Net Fully- Earnings ($) 2022 $ 2,773,658 $ (3,002,778 ) $ 1,335,632 $ (1,976,371 ) $ 128.54 $ 101.92 3 years $ 102,311 $ 3.96 2021 $ 2,444,169 $ 8,422,937 $ 742,621 $ 3,220,220 $ 313.20 $ 124.84 2 years $ 112,974 $ 4.35 2020 $ 1,448,058 $ 2,167,082 $ 710,422 $ 1,056,740 $ 127.70 $ 89.37 1 year $ 64,024 $ 2.53 (1) Aaron P. Graft served as our President and Chief Executive Officer for each of the years presen te 2022 ($) 2021 ($) 2020 ($) Total compensation in Summary Compensation Table $ 2,773,658 $ 2,444,169 $ 1,448,058 Minus: aggregate change in pension value $ — $ — — Minus: stock awards reported in Summary Compensation Table $ (1,548,900 ) $ (1,231,952 ) $ (370,115 ) Plus: fair value* at fiscal year-end $ 731,351 $ 1,716,562 $ 908,136 Plus/Minus: change in fair value* at fiscal year-end $ (2,833,766 ) $ 5,280,948 $ 203,729 Plus/Minus: change in fair value at vesting date of stock awards granted in any prior fiscal year $ (2,125,121 ) $ 213,210 $ (22,726 ) Minus: stock awards forfeited during covered fiscal year — $ — $ — Compensation actually paid $ (3,002,778 ) $ 8,422,937 $ 2,167,082 * We used a Monte Carlo simulation to determine the grant date fair value of our 2018 through 2022 equity awards that would vest based on th e Company’s t e Company’s a f Company c We used a Black-Scholes valuation to determine the fair value of any unvested 2016-2022 option awards as of December 31, 2019-2022 and to determine the fair value of any shares that vested during 2020-2022 on the applicable vesting date. The remeasured fair value of 2016 option awards was $22.85 per option share as of December 31, 2019 and $8.67 per option share as of the April 1, 2020 vest date. The fair value of our 2017 option awards was $15.77 per option share as of December 31, 2019, $5.03 per option share as of the April 1, 2020 vest date, $25.65 per share as of December 31, 2020, and $56.77 as of the April 1, 2021 vest date. The fair value of our April 2018 option awards was $9.70 per option share as of December 31, 2019, $3.09 per option share as of April 1, 2020 vest date, $18.28 per option share as of December 31, 2020, $45.94 per option share as of the April 1, 2021 vest date, $80.54 per option share as of December 31, 2021, and $54.36 as of the April 1, 2022 vest date. The fair value of our May 2018 option awards was $10.66 per option share as of December 31, 2019, $4.93 per option share as of the May 1, 2020 vest date, $19.40 per option share as of December 31, 2020, $54.01 per option share as of the May 1, 2021 vest date, $82.66 per option share as of December 31, 2021, and $37.31 as of the May 1, 2022 vest date. The fair value of our 2019 option awards was $15.05 per option share as of December 31, 2019, $6.05 per option share as of the May 1, 2020 vest date, $23.87 per option share as of December 31, 2020, $60.58 per option share as of the May 1, 2021 vest date, $90.10 per option share as of December 31, 2021, $43.57 as of the May 1, 2022 vest date, and $23.22 per option share as of December 31, 2022. The fair value of our 2020 option awards was $27.57 per option share as of December 31, 2020, $65.29 per option share as of the May 1, 2021 vest date, $95.05 per option share as of December 31, 2021, $48.31 per option share as of the May 1, 2022 vest date, and $29.27 per option share as of December 31, 2022. The fair value of our 2021 option awards was $57.59 per option share as of December 31, 2021, $26.90 per option share as of the May 1, 2022 vest date, and $14.16 per option share as of December 31, 2022. The fair value of our 2022 option awards was $20.81 per option share as of December 31, 2022 We remeasured the grant date fair value and the remeasured fiscal year-end We remeasured the fair value of unvested restricted stock or restricted stock units that were subject to time based vesting from our 2016-2022 restricted stock or restricted stock unit awards as December 31, 2019-2022 using the closing price of our common stock on the last trading day of the year. The closing trading price of our common stock on the Nasdaq Global Select market was $38.02 as of December 31, 2019, $48.55 as of December 31, 2020, $119.08 as of December 31, 2021 and $48.87 as of December 31, 2022. The portion of any awards vesting during 2020-2022 were valued at the closing price of our common stock on the day of vesting as previously disclosed in the Company’s prior proxy statements related the applicable vesting period. (2) The other NEOs for each of the years presented in the table were as follows: for 2022, W. Bradley Voss, Edward J. Schreyer, Gail Lehmann, Todd Ritterbusch and Geoffrey P. Brenner; for 2021: W. Bradley Voss, Gail Lehmann, Adam D. Nelson, Todd Ritterbusch and R. Bryce Fowler; for 2020: W. Bradley Voss, Gail Lehmann, Adam D. Nelson and Todd Ritterbusch. Compensation actually paid to such other NEOs for each the years presented in the table, as calculated in accordance with SEC regulations, was as follows: 2022 ($) 2021 ($) 2020 ($) Total compensation in Summary Compensation Table $ 1,335,632 $ 742,621 $ 710,422 Minus: aggregate change in pension value $ — $ — — Minus: stock awards reported in Summary Compensation Table $ (507,859 ) $ (216,783 ) $ (185,346 ) Plus: fair value* at fiscal year-end $ 195,655 $ 325,645 $ 454,772 Plus/Minus: change in fair value* at fiscal year-end $ (1,657,082 ) $ 2,284,988 $ 88,231 Plus/Minus: change in fair value at vesting date of stock awards granted in any prior fiscal year $ (954,373 ) $ 83,749 $ (11,339 ) Minus s forfeited during covered fiscal year $ (388,344 ) $ — $ — Compensation actually paid $ (1,976,371 ) $ 3,220,220 $ 1,056,740 * See Note 1 above for information on the remeasurement of fair value of stock awards at fiscal year-end (3) Cumulative total shareholder return (TSR) assumes an initial investment of $100 as of the market close on December 31, 2019 in our common stock and in the common stock of companies within our peer group. TSR for our common stock was 27.70% in 2020, 145.27% in 2021 and (58.96)% in 2022, for a cumulative three-year TSR of 28.54%. A $100 investment in our common stock on December 31, 2019 would be valued at $128.54 as of December 31, 2022, which outperformed our peers. The peer group used for this purpose is the Nasdaq Bank Index. | ||
Company Selected Measure Name | fully-diluted earnings per share | ||
Named Executive Officers, Footnote [Text Block] | The other NEOs for each of the years presented in the table were as follows: for 2022, W. Bradley Voss, Edward J. Schreyer, Gail Lehmann, Todd Ritterbusch and Geoffrey P. Brenner; for 2021: W. Bradley Voss, Gail Lehmann, Adam D. Nelson, Todd Ritterbusch and R. Bryce Fowler; for 2020: W. Bradley Voss, Gail Lehmann, Adam D. Nelson and Todd Ritterbusch. Compensation actually paid to such other NEOs for each the years presented in the table, as calculated in accordance with SEC regulations, was as follows | ||
Peer Group Issuers, Footnote [Text Block] | Cumulative total shareholder return (TSR) assumes an initial investment of $100 as of the market close on December 31, 2019 in our common stock and in the common stock of companies within our peer group. TSR for our common stock was 27.70% in 2020, 145.27% in 2021 and (58.96)% in 2022, for a cumulative three-year TSR of 28.54%. A $100 investment in our common stock on December 31, 2019 would be valued at $128.54 as of December 31, 2022, which outperformed our peers. The peer group used for this purpose is the Nasdaq Bank Index. | ||
PEO Total Compensation Amount | $ 2,773,658 | $ 2,444,169 | $ 1,448,058 |
PEO Actually Paid Compensation Amount | $ (3,002,778) | 8,422,937 | 2,167,082 |
Adjustment To PEO Compensation, Footnote [Text Block] | (1) Aaron P. Graft served as our President and Chief Executive Officer for each of the years presen te 2022 ($) 2021 ($) 2020 ($) Total compensation in Summary Compensation Table $ 2,773,658 $ 2,444,169 $ 1,448,058 Minus: aggregate change in pension value $ — $ — — Minus: stock awards reported in Summary Compensation Table $ (1,548,900 ) $ (1,231,952 ) $ (370,115 ) Plus: fair value* at fiscal year-end $ 731,351 $ 1,716,562 $ 908,136 Plus/Minus: change in fair value* at fiscal year-end $ (2,833,766 ) $ 5,280,948 $ 203,729 Plus/Minus: change in fair value at vesting date of stock awards granted in any prior fiscal year $ (2,125,121 ) $ 213,210 $ (22,726 ) Minus: stock awards forfeited during covered fiscal year — $ — $ — Compensation actually paid $ (3,002,778 ) $ 8,422,937 $ 2,167,082 * We used a Monte Carlo simulation to determine the grant date fair value of our 2018 through 2022 equity awards that would vest based on th e Company’s t e Company’s a f Company c We used a Black-Scholes valuation to determine the fair value of any unvested 2016-2022 option awards as of December 31, 2019-2022 and to determine the fair value of any shares that vested during 2020-2022 on the applicable vesting date. The remeasured fair value of 2016 option awards was $22.85 per option share as of December 31, 2019 and $8.67 per option share as of the April 1, 2020 vest date. The fair value of our 2017 option awards was $15.77 per option share as of December 31, 2019, $5.03 per option share as of the April 1, 2020 vest date, $25.65 per share as of December 31, 2020, and $56.77 as of the April 1, 2021 vest date. The fair value of our April 2018 option awards was $9.70 per option share as of December 31, 2019, $3.09 per option share as of April 1, 2020 vest date, $18.28 per option share as of December 31, 2020, $45.94 per option share as of the April 1, 2021 vest date, $80.54 per option share as of December 31, 2021, and $54.36 as of the April 1, 2022 vest date. The fair value of our May 2018 option awards was $10.66 per option share as of December 31, 2019, $4.93 per option share as of the May 1, 2020 vest date, $19.40 per option share as of December 31, 2020, $54.01 per option share as of the May 1, 2021 vest date, $82.66 per option share as of December 31, 2021, and $37.31 as of the May 1, 2022 vest date. The fair value of our 2019 option awards was $15.05 per option share as of December 31, 2019, $6.05 per option share as of the May 1, 2020 vest date, $23.87 per option share as of December 31, 2020, $60.58 per option share as of the May 1, 2021 vest date, $90.10 per option share as of December 31, 2021, $43.57 as of the May 1, 2022 vest date, and $23.22 per option share as of December 31, 2022. The fair value of our 2020 option awards was $27.57 per option share as of December 31, 2020, $65.29 per option share as of the May 1, 2021 vest date, $95.05 per option share as of December 31, 2021, $48.31 per option share as of the May 1, 2022 vest date, and $29.27 per option share as of December 31, 2022. The fair value of our 2021 option awards was $57.59 per option share as of December 31, 2021, $26.90 per option share as of the May 1, 2022 vest date, and $14.16 per option share as of December 31, 2022. The fair value of our 2022 option awards was $20.81 per option share as of December 31, 2022 We remeasured the grant date fair value and the remeasured fiscal year-end We remeasured the fair value of unvested restricted stock or restricted stock units that were subject to time based vesting from our 2016-2022 restricted stock or restricted stock unit awards as December 31, 2019-2022 using the closing price of our common stock on the last trading day of the year. The closing trading price of our common stock on the Nasdaq Global Select market was $38.02 as of December 31, 2019, $48.55 as of December 31, 2020, $119.08 as of December 31, 2021 and $48.87 as of December 31, 2022. The portion of any awards vesting during 2020-2022 were valued at the closing price of our common stock on the day of vesting as previously disclosed in the Company’s prior proxy statements related the applicable vesting period. | ||
Non-PEO NEO Average Total Compensation Amount | $ 1,335,632 | 742,621 | 710,422 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ (1,976,371) | 3,220,220 | 1,056,740 |
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] | (2) The other NEOs for each of the years presented in the table were as follows: for 2022, W. Bradley Voss, Edward J. Schreyer, Gail Lehmann, Todd Ritterbusch and Geoffrey P. Brenner; for 2021: W. Bradley Voss, Gail Lehmann, Adam D. Nelson, Todd Ritterbusch and R. Bryce Fowler; for 2020: W. Bradley Voss, Gail Lehmann, Adam D. Nelson and Todd Ritterbusch. Compensation actually paid to such other NEOs for each the years presented in the table, as calculated in accordance with SEC regulations, was as follows: 2022 ($) 2021 ($) 2020 ($) Total compensation in Summary Compensation Table $ 1,335,632 $ 742,621 $ 710,422 Minus: aggregate change in pension value $ — $ — — Minus: stock awards reported in Summary Compensation Table $ (507,859 ) $ (216,783 ) $ (185,346 ) Plus: fair value* at fiscal year-end $ 195,655 $ 325,645 $ 454,772 Plus/Minus: change in fair value* at fiscal year-end $ (1,657,082 ) $ 2,284,988 $ 88,231 Plus/Minus: change in fair value at vesting date of stock awards granted in any prior fiscal year $ (954,373 ) $ 83,749 $ (11,339 ) Minus s forfeited during covered fiscal year $ (388,344 ) $ — $ — Compensation actually paid $ (1,976,371 ) $ 3,220,220 $ 1,056,740 * See Note 1 above for information on the remeasurement of fair value of stock awards at fiscal year-end | ||
Compensation Actually Paid vs. Total Shareholder Return [Text Block] | |||
Compensation Actually Paid vs. Net Income [Text Block] | |||
Compensation Actually Paid vs. Company Selected Measure [Text Block] | |||
Tabular List [Table Text Block] | Financial Performance Measures The following table lists the most important financial measures used by us to link compensation actually paid to our named executive officers for 2022 to Company Performance. Relative Total Shareholder Return Fully-Diluted Earnings Per Share TriumphPay Payment Volume TriumphPay On-Boarded For an explanation as to how these financial performance measures were used to determine 2022 pay for our chief executive officer and other named executive officers, see “Compensation Discussion and An alysi 26 | ||
Total Shareholder Return Amount | $ 128.54 | 313.2 | 127.7 |
Peer Group Total Shareholder Return Amount | 101.92 | 124.84 | 89.37 |
Net Income (Loss) | $ 102,311,000 | $ 112,974,000 | $ 64,024,000 |
Company Selected Measure Amount | 3.96 | 4.35 | 2.53 |
PEO Name | Mr. Graft | ||
Measurement Period | 3 years | 2 years | 1 year |
Measure [Axis]: 1 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Relative Total Shareholder Return | ||
Measure [Axis]: 2 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Fully-Diluted Earnings Per Share | ||
Measure [Axis]: 3 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | TriumphPay Payment Volume | ||
Measure [Axis]: 4 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | TriumphPay On-Boarded Factor Integration Market Share | ||
PEO [Member] | Aggregate Change In Pension Value [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ 0 | $ 0 | $ 0 |
PEO [Member] | Stock Awards [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (1,548,900) | (1,231,952) | (370,115) |
PEO [Member] | Plus Unvested Stock Awards [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 731,351 | 1,716,562 | 908,136 |
PEO [Member] | Plus Or Minus Unvested Stock Awards [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (2,833,766) | 5,280,948 | 203,729 |
PEO [Member] | Stock Awards Forefeited [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | 0 |
PEO [Member] | Vesting Date Of Stock Awards [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (2,125,121) | 213,210 | (22,726) |
Non-PEO NEO [Member] | Aggregate Change In Pension Value [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | 0 |
Non-PEO NEO [Member] | Stock Awards [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (507,859) | (216,783) | (185,346) |
Non-PEO NEO [Member] | Plus Unvested Stock Awards [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 195,655 | 325,645 | 454,772 |
Non-PEO NEO [Member] | Plus Or Minus Unvested Stock Awards [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (1,657,082) | 2,284,988 | 88,231 |
Non-PEO NEO [Member] | Stock Awards Forefeited [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (388,344) | 0 | 0 |
Non-PEO NEO [Member] | Vesting Date Of Stock Awards [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ (954,373) | $ 83,749 | $ (11,339) |