PRE 14A
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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):

 

     

  (4)  

Proposed maximum aggregate value of transaction:

 

     

  (5)  

Total fee paid:

 

     

  Fee paid previously with preliminary materials.
  Check box if any part of the fee is offset as provided 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:

 

     

  (2)  

Form, Schedule or Registration Statement No.:

 

     

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Filing Party:

 

     

  (4)  

Date Filed:

 

     


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LOGO

TRIUMPH BANCORP, INC.

12700 Park Central Drive, Suite 1700

Dallas, Texas 75251

(214) 365-6900

March 15, 2022

Dear Triumph Bancorp, Inc. Stockholders,

You are cordially invited to attend the Annual Meeting of Stockholders of Triumph Bancorp, Inc. (the “Company”). The meeting will be held on Tuesday, April 26, 2022. The Annual Meeting will begin promptly at 10:00 a.m., local time, at 3 Park Central, 12700 Park Central Drive, 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.

Frederick Perpall, who has served on our Board since 2016, will not stand for re-election at the Annual Meeting. The Chairman and the entire board earnestly thank Mr. Perpall for his dedicated service to the Company. Following the Annual Meeting, the Board intends to fix the size of the Board 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.

Sincerely,

 

LOGO

Aaron P. Graft

President and Chief Executive Officer

 


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LOGO

Notice of Annual Meeting of Stockholders

To be held April 26, 2022

 

 

Meeting Information

 

Date:    April 26, 2022
Time:    10:00 a.m. Central Time
Location:   

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

Dallas, Texas 75251

Record Date:    Close of business, February 28, 2022

Voting Items

 

  1.

To elect the ten directors named in the accompanying proxy statement 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.

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”);

 

  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

 

  5.

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

We are furnishing our 2021 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 15, 2022, which provides them with instructions on how to vote and how to access the 2021 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 2021 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        


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How to Vote

Stockholders of record may vote:

 

     LOGO      By Internet: go to www.proxypush.com/TBK
     LOGO      By phone: call 866-206-5381
     LOGO      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.

The Board of Directors has fixed the close of business on February 28, 2022 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting.

 

  

By Order of the Board of Directors,

 

March 15, 2022   

LOGO

 

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 April 26, 2022.

The Proxy Statement for the 2022 Annual Meeting, the Notice of the 2022 Annual Meeting, the form of proxy and the Company’s 2021 Annual Report are available at www.proxydocs.com/TBK.

 

        Triumph Bancorp  |  2022 Proxy Statement


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TABLE OF CONTENTS

 

 

 

           Page      

Information Concerning Solicitation and Voting

     1

Proposal 1: Election of Directors

     5

Corporate Governance

   15

Compensation Discussion and Analysis

   20

Section 16(a) Beneficial Ownership Reporting Compliance

   43

Certain Relationships and Related Party Transactions

   44

Security Ownership of Certain Beneficial Owners and Management

   46

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

   48

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

   50

Report of the Audit Committee

   52

Stockholder Proposals

   54

Householding

   55

Annex A

   A-1

 

 

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Proxy Summary

 

 

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

 

Meeting Information

 

Date:

   April 26, 2022

Time:

   10:00 a.m. Central Time

Location:

  

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

Dallas, Texas 75251

Record Date:

   Close of business, February 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
     

LOGO

 

 

LOGO

 

 

LOGO

 

 

LOGO

 

Visit www.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

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   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  |  2022 Proxy Statement


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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

APRIL 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 2022 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, 15th Floor, Dallas, Texas 75251, at 10:00 a.m. local time, on 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 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 February 28, 2022 we had 25,160,156 shares of Common Stock outstanding and entitled to vote at the Annual Meeting, and our shares of Common Stock were held by approximately 349 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 broker non-votes will be counted toward fulfillment of quorum requirements. A broker non-vote occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that proposal and has not received instructions from the beneficial owner.

 

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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 April 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 ten directors to our Board of Directors to serve until the next annual meeting of stockholders or until their respective successors have been elected and qualified, (2) the Say on Pay Proposal, (3) the Name Change Proposal, (4) the

 

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

 

   

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

 

   

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 Broker Non-Votes

Under certain circumstances, including the election of directors, matters involving executive compensation and other matters considered non-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 “broker non-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 broker non-votes will not be treated as votes cast for any of the proposals at the Annual Meeting and will have no effect on the results of the Proposal for Election of 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 a non-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 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.

 

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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.

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.

 

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PROPOSAL 1:  ELECTION OF DIRECTORS

Introduction

Upon the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors has nominated each of the directors noted below (whom we refer to as the “nominees”) to stand for election for a one (1) year term expiring at the 2023 annual meeting of stockholders or until their respective successors have been elected and qualified. Each director nominee must receive the affirmative vote of a majority of the votes cast to be elected (i.e., the number of shares voted “for” a director nominee must exceed the number of votes cast “against” that nominee). Unless contrary instructions are given, the shares represented by your proxy will be voted FOR the election of all director nominees.

 

Name

      

Position

Carlos M. Sepulveda, Jr.

       Director and Chairman of the Board

Aaron P. Graft

      

Director, Vice Chairman and Chief Executive Officer

Charles A. Anderson

       Director

Harrison B. Barnes

      

Director

Debra A. Bradford

       Director

Richard L. Davis

      

Director

Laura K. Easley

       Director

Maribess L. Miller

      

Director

Michael P. Rafferty

       Director

C. Todd Sparks

      

Director

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.

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.

 

LOGO   The Board of Directors unanimously recommends a vote FOR the re-election of each of the nominees.

 

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Information Concerning the Nominees and Directors

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

 

   

Director
Since

    Committee Membership

Name

Age

Position

Independent

AC

CC

NC

RM

Charles A. Anderson

61

2010

  Director

C

Harrison B. Barnes

29

2021

  Director

Debra A. Bradford

63

2020

  Director

Richard L. Davis

68

2010

  Director

Laura K. Easley

57

2020

  Director

C

Aaron P. Graft

44

2010

  Director, Vice Chairman, Chief Executive Officer & President

Maribess L. Miller

69

2014

  Director

C

Frederick P. Perpall*

47

2016

  Director

Michael P. Rafferty

67

2014

  Director

C

Carlos M. Sepulveda, Jr.

64

2010

  Director & Chairman

C. Todd Sparks

54

2010

  Director

 

*

Not standing for re-election at the Annual Meeting

C

Committee Chair

Member

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
   
LOGO   LOGO   LOGO

 

*

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

 

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Director Qualifications and Attributes

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

 

EXPERIENCE / QUALIFICATIONS / SKILLS / ATTRIBUTES

Banking Experience

  

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

Financial Experience

  

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

Senior Leadership Experience

  

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

Diversity

  

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

Public Company Board Experience

  

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

Transportation and Payments

Experience

  

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

 

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

 

Name

Banking
Experience
Financial
Experience
Senior
Leadership
Experience
Diversity Public
Company
Board
Experience
Transportation
and Payments
Experience

Charles A. Anderson

X

X

Harrison B. Barnes

X

X

Debra A. Bradford

X

X

X

X

X

Richard L. Davis

X

Laura K. Easley

X

X

X

Aaron P. Graft

X

X

X

Maribess L. Miller

X

X

X

X

Michael P. Rafferty

X

X

X

X

Carlos M. Sepulveda, Jr.

X

X

X

X

C. Todd Sparks

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:

 

Total Number of Directors

              

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 Directors standing for election at the Annual Meeting

 

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Directors Standing for Election at the 2022 Annual Meeting

 

     

 

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

  

Chairman of the Board

 

Independent Director

 

Director Since 2010

 

Age 64

 

Key Qualifications and Expertise:

  Senior Leadership Experience

  Financial Experience

  Diversity

 

Other Current Public Boards:

  Cinemark Holdings, Inc.

 

Directors of Savoya, a chauffeured ground transportation service provider. In 2007, he joined the Board of Directors of Cinemark Holdings, Inc. (NYSE: CNK) 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.
           

 

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

  

Director

 

Director Since 2010

 

Age 44

 

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, and a Juris Doctorate, cum laude, from Baylor University. He is a member of Young Presidents’ Organization. He also serves on the Baylor University Hankamer School of Business Advisory Board. In 2017, Mr. Graft received the EY Entrepreneur Of The Year® Award in the Business & Financial Services category in the Southwest Region and the Baylor University 2017 Young Alumnus of the Year. In 2014, he was recognized by the Dallas Business Journal with the “40 Under 40” award.
     

 

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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

 

  

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.
     

 

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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

  

Independent Director

 

Director Since 2014

 

Age 69

 

Board Committees:

  Nominating Corporate Governance (Chair)

  Audit

 

Key Qualifications and Expertise:

  Financial Experience

  Senior Leadership Experience

  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 the firm’s U.S. Healthcare Audit Practice from 1995-1998. Ms. Miller joined the board of DR Horton, Inc. (NYSE: DHI) in November, 2019 and serves as chair of the Nominating and Corporate Governance Committee and as a member of the Audit and Compensation Committee. Ms. Miller served as a member of the Board of Directors and Chair of the Audit Committee and member of the Compensation Committee for Zix Corporation (NASDAQ:ZIXI) from 2010-2021. Ms. Miller is also a member of the Board of Directors and Chair of the Audit Committee 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 graduated cum laude with a Bachelor’s degree in Accounting from Texas Christian University. Ms. Miller is a retired certified public accountant.
     

 

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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

 

  

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

  

Independent Director

 

Director Since 2016

 

Age 47

 

Board Committees:

  Compensation

 

Key Qualifications and Expertise:

  Senior Leadership Experience

  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.

 

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Information Regarding Executive Officers

Our executive officers are as follows:

 

Name

  

Age

     

Position

Aaron P. Graft

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

W. Bradley Voss

   46      

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

Gail Lehmann

   64      

Executive Vice President, Secretary of the Company

Chief Operating Officer and Secretary of TBK Bank, SSB

Adam D. Nelson

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

Todd Ritterbusch

   53       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.

W. Bradley Voss has served as our Executive Vice President, Chief Financial Officer since 2021. He also serves as Executive Vice President and Chief Financial Officer of TBK Bank, SSB. Mr. Voss joined the Company in a consulting 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 as Senior Vice President and Portfolio Manager. Before joining CSG Investments, Mr. Voss served as a Portfolio Manager for Highland Capital Management, L.P. Earlier in his career, he worked in institutional equity sales and research at Donaldson, Lufkin & Jenrette and then Bear Stearns. Mr. Voss earned a Bachelor of Business Administration in accounting and finance from Texas Christian University and a Master of Business Administration from the University of Texas at Austin. He is a 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, 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 Ritterbusch has 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 served on the boards of Cook Children’s Healthcare Foundation, Cook Children’s Health Plan and Leadership ISD.

 

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CORPORATE GOVERNANCE

Board of Directors Meetings

During 2021, the Board of Directors held five meetings and committees of the Board held a total of 21 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 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.

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.

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 Rule 10A-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” at www.triumphbancorp.com. Our Audit Committee met nine times during 2021.

Compensation Committee. Our Compensation Committee is composed of, Charles A. Anderson (Chair), Harrison Barnes, Richard Davis 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 to non-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” at www.triumphbancorp.com. Our Compensation Committee met four times during 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;

 

   

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” at www.triumphbancorp.com. Our Nominating and Corporate Governance Committee met four times during 2021.

Risk Management Committee. Our Risk Management Committee is composed of Laura Easley (Chair), 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” at www.triumphbancorp.com. Our Risk Management Committee met four times during 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 Form 8-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.

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 the day-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 for re-nomination. If any member of the Board of Directors does not wish to continue in service or if the Board of Directors decides not to re-nominate a member for re-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 appropriate non-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.

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. Each of our ten then serving directors virtually attended our 2021 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 to pre-approved exceptions where the executive officer or director can clearly demonstrate the financial ability to repay the loan without resorting to the pledged securities.

 

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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. 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 2021 compensation.

Executive Summary

2021 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 was 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 its fintech platform. Such results were aided by historically strong macro trends in the transportation industry, but also the efforts of the Company’s management team and team members in driving key initiatives that allowed the Company to fully capitalize on such macro trends.

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

 

   

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

 

   

Diluted earnings per common share of $4.35, compared to $2.53 in 2020;

 

   

Non-performing assets to average assets of 0.92% as of December 31, 2021, compared to 1.15% as of December 31, 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-offs as a percentage of average loans of 0.95%, compared to 0.10% for 2020 (which metric was significantly impacted by the charge off of a large account related to the Company’s previously 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 assets, as part of resolution of issues identified in such acquisition).

The Company also demonstrated significant growth and progress in key areas tied to its strategically important businesses in the transportation sector, Triumph Business Capital and TriumphPay, including the following:

 

   

Total 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 platform, 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 a payments network for the trucking industry with a focus on fee revenue. The Company believes that the integrated service offerings of the TriumphPay platform following 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 drive fee income growth in future years and generate significant value for the Company’s stockholders and other 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 SPDR S&P Regional Banking ETF for the period from December 31, 2018 to December 31, 2021. Our total stockholder return over this period significantly outperformed both the NASDAQ Composite and KBW indices as well as the KRE SPDR ETF.

3-Year Total Stockholder Return

 

LOGO

Named Executive Officers

Our 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 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

   44      

 

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

 

W. Bradley Voss

   46      

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

 

Gail Lehmann

   64      

 

Executive Vice President, Secretary of the Company

Chief Operating Officer, Secretary of TBK Bank, SSB

 

Adam D. Nelson

   44      

 

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

 

 

Todd Ritterbusch

 

  

 

53

 

     

 

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

 

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 tax gross-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 stockholder 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 (Earnings Per Share), proper risk management incentives, including preservation of credit quality (Non-Performing Asset and Net Charge-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.

 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 2021 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;

 

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

 

»  Rewards long-term stockholder value creation; and

 

»  Multiple year vesting encourages retention.

 Other Benefits

  

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

 Employment Agreements

  

»  Provides employment security to key executives; and

 

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

 

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Role of Compensation Committee Management and the Compensation Consultant

Role of the Compensation Committee

The Compensation Committee is responsible for discharging the Board’s duties in executive compensation matters and for administering the Company’s annual incentive and equity-based plans. This includes oversight of the total compensation programs of the Company’s CEO and other executive officers, including our NEO’s. The Compensation Committee reviews all compensation components and performance for the Company’s Chief Executive Officer and other executive officers, including base salary, annual short-term incentives, long-term incentives (equity), benefits and other perquisites. In addition to reviewing competitive market values, the Compensation Committee examines the total compensation mix, pay-for-performance relationship and alignment with our compensation philosophy. The Committee also reviews the employment agreements for our NEO’s. As the Committee makes decisions regarding the Chief Executive Officer and other executive officers’ compensation, input and data from management and outside advisors are provided for external reference and perspective. While the Chief Executive Officer makes recommendations on other executive officers’ compensation, the Committee is ultimately responsible for approving compensation for all executive officers. The Committee meets regularly in executive session without management.

Role of the Compensation Consultant

The Compensation Committee has the sole authority to retain and dismiss its own outside compensation consultants and any other advisors it deems necessary. In 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 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 2021 compensation decisions for our NEO’s. As part of its decision making process, the Committee seeks information as appropriate from management (e.g. the Company’s CEO, CFO, legal and human resources departments). The Chief Executive Officer annually reviews the performance of each of the Company’s and its subsidiaries’ executive officers (other than himself). The conclusions reached and the compensation recommendations based on these reviews, including with respect to salary adjustments and bonuses, were presented to the Compensation Committee. The Compensation Committee exercised its discretion in modifying any recommended adjustment or award. The Chief Executive Officer’s performance is reviewed by the Compensation Committee and the Compensation Committee makes compensation decisions with respect to the Chief Executive Officer taking into account such review.

Peer Group and Competitive Benchmarking

The Committee made its determinations as to the compensation for its NEO’s in 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 approved peer 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

 

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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 compensation peer group consisted of banks with assets between $2.7 billion and $9.4 billion as of the date of adoption of the peer group by the Company in 2020, compared to $5.35 billion for the Company 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 Corporation

TriState Capital Holdings, Inc.

   Mercantile Bank Corp

Heritage Commerce Corp

   Brookline Bancorp, Inc.

National Bank Holdings Corporation

   Atlantic Capital Bancshares, Inc.

Live Oak Bancshares, Inc.

   Equity Bancshares, Inc.

BancFirst Corporation

   Byline Bancorp, Inc.

Origin Bancorp, Inc.

 

  

QCR Holdings, Inc.

 

The 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 2021 consisted of the following components: base salary, short-term cash incentives paid under our AIP, long-term equity awards under our LTIP, limited perquisites and employee benefit plans.

 

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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 2020 and 2021 and the year over year percentage change in salaries. Mr. Voss’s base salary for 2021 is discussed below under “Voss 2021 Compensation.”

 

Executive    2020 Base Salary      2021 Base Salary      Increase  

Aaron P. Graft

     $650,000        $650,000         

Gail Lehmann

     $350,000        $360,000        2.86

Adam D. Nelson

     $305,000        $340,000        11.48

Todd Ritterbusch

 

    

 

$325,000

 

 

 

    

 

$340,000

 

 

 

    

 

4.62

 

 

Our NEO’s base salaries were adjusted in 2021 primarily to remain competitive with market median pay levels and to reflect individual performance.

At the January 2022 meeting of the Compensation Committee, based on updated market data, the Compensation Committee approved the following base salaries for our NEO’s effective March 1, 2022:

 

Executive    2022 Base Salary  

Aaron P. Graft

     $700,000  

Gail Lehmann

     $400,000  

Adam D. Nelson

     $375,000  

Todd Ritterbusch

     $375,000  

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.

Annual Incentive Program

Under the AIP, the Company pays cash incentive payments to our NEO’s based on achieved performance against pre-determined annual performance goals. Our AIP is designed to motivate and reward our NEO’s for achieving these performance goals, which are linked to our annual business plan. 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 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 2021 AIP, the Compensation Committee approved the following target bonuses (expressed as a percentage of base salary) for our NEO’s: 60% for Mr. Graft 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 achievement of pre-established performance goals. In addition, at its discretion, the Compensation Committee may increase or decrease such calculated annual incentive payout by up to 30% for any NEO based on Company performance, individual performance or other relevant factors.

 

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2021 Performance Measures, Weighting and Goals. For 2021, the Compensation Committee approved AIP goals related to the following five measures: (i) Earnings Per Share (“EPS”), (ii) Non-Performing Assets/Total Assets, (iii) Net Charge-Offs/Average Total 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 2021 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 2021 the Company achieved its stretch targets for its EPS, 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 below 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 Net Charge-Offs goals were both materially impacted by the continuing effects of the TFS 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 amounts.

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 Company’s 2021 fiscal year. Payouts were based exclusively on the level of achievement of pre-established company performance goals, as described above, and the Compensation Committee did not exercise its discretionary authority to adjust such amounts.

 

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%

 

 

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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 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: 180% for Mr. Graft, 75% for Ms. Lehmann, and Mr. Nelson and 60% for Mr. 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 its 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 relevant factors. For 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 options. The targeted grant value of each award type for each of our NEOs under our LTIP is as follows:

 

      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 based restricted stock unit awards provide 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. Between 50% and 175% of the target number of shares subject to the award may be earned and delivered based on relative TSR as follows (with linear interpolation between the 25th and 75th percentiles and between the 75th and 90th percentiles, as applicable):

 

Relative TSR Percentile    Applicable Vesting Percentage

Below 25th percentile

   0%

25th percentile

   50%

50th 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.

 

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

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

Voss 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 2021, Mr. Voss received a time vested restricted stock award, which vests one-fourth on each anniversary of the date of grant, with a grant date fair value of $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 NEOs are made on May 1 of 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 year. The Compensation Committee determined to pay this amount 100% in cash for 2021, as part of a transition for Mr. Voss into the Company’s LTIP program for 2022. 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 the Company’s other NEOs.

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 2021, these perquisites consisted of a car allowance and country club dues for Mr. Graft. In addition, our NEOs are eligible for reimbursement for participation in a medical wellness program available to the Company’s directors and executive officers and certain other medical reimbursements.

Our 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.

2021 Compensation for Former Named Executive Officers

Retirement of Mr. Fowler

Mr. Fowler retired as the Company’s Executive Vice President and Chief Financial Officer on September 1, 2021. During 2021, Mr. Fowler received his approved base salary of $400,000 ($258,163 of which was actually paid during his partial year of service) and equity awards with a target grant date fair value equal to $300,000 (or 75% of Mr. 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 Company’s Risk Management and Audit Committees, in each 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 on 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 1, 2021 to December 31, 2021.

Mr. Fowler also continues to serve as director for the Company’s subsidiary bank and in connection therewith, was paid $12,100 in non-employee board fees for the period from September 1, 2021 to December 31, 2021.

Additional Information about our Compensation Practices

Employment Agreements

We have entered into substantially identical employment agreements with each of our NEOs. The employment agreements are for one year terms which terminate on December 31 of each year, subject to automatic renewal for successive one (1) year terms unless either party delivers 60 days’ prior written notice of non-renewal (and, in the event that a change in control occurs during the then-current term, such term shall be extended to end no earlier than the second anniversary of the change in control). Each employment agreement provides for an annual base salary, which may be increased or decreased during the term, and specifies that the executive is eligible to participate in the annual and long-term incentive programs maintained by the Company to the same extent as other executives of the Company.

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

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

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

 

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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.

Hedging Policy and Pledging Restrictions

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

Stock Ownership Guidelines

The Company has adopted stock ownership guidelines for our non-employee directors and executive officers as part of our commitment to corporate governance and to strengthen the alignment of our non-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, 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

 

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practice. During 2021, the Company conducted a risk assessment of its incentive plans in place. The results of this review was presented to the Compensation Committee, which concluded that the Company’s incentive compensation programs provide appropriate balance across many performance measures and do not create risks that are reasonably likely to have a material adverse effect on the Company.

Accounting and Tax Treatment of Compensation

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

 

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COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee has reviewed and discussed with Management the “Compensation Discussion and Analysis” disclosure appearing above in this Proxy Statement. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors of the Company that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, which incorporates by reference the disclosure contained in this Proxy Statement.

March 15, 2022

The Compensation Committee:

Charles A. Anderson, Chairman

Harrison B. Barnes

Richard L. Davis

Frederick P. Perpall

 

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2021 Summary Compensation Table

The following summary compensation table provides information regarding the compensation of our NEO’s for our fiscal years ended December 31, 2021, 2020 and 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  

($)  

 

 AARON P. GRAFT

 

 

2021

 

 

 

650,000

 

 

 

 

 

 

939,477

 

 

 

292,475

 

 

 

            514,020

 

 

 

            48,197

 

 

 

2,444,169  

 

Director, Vice Chairman,

 

 

2020

 

 

 

650,000

 

 

 

 

 

 

283,677

 

 

 

86,438

 

 

 

390,696

 

 

 

37,247

 

 

 

1,448,058  

 

CEO & President

 

 

2019

 

 

 

570,000

 

 

 

 

 

 

227,088

 

 

 

    71,243

 

 

 

353,058

 

 

 

33,464

 

 

 

1,254,853  

 

 

 

 W. BRADLEY VOSS

 

 

2021

 

 

 

286,000

 

 

 

295,383

 

 

 

101,925

 

 

 

 

 

 

 

 

 

11,600

 

 

 

        694,908  

 

Executive Vice President,

               

CFO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 GAIL LEHMANN

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

Executive Vice President,

 

 

2020

 

 

 

350,000

 

 

 

 

 

 

152,760

 

 

 

46,542

 

 

 

168,300

 

 

 

18,666

 

 

 

736,268  

 

& Secretary

 

 

2019

 

 

 

340,000

 

 

 

 

 

 

    94,802

 

 

 

29,748

 

 

 

168,476

 

 

 

11,200

 

 

 

644,226  

 

 

 

 ADAM D. NELSON

 

 

2021

 

 

 

334,167

 

 

 

 

 

 

204,692

 

 

 

63,737

 

 

 

179,248

 

 

 

11,600

 

 

 

793,444  

 

Executive Vice President,

 

 

2020

 

 

 

305,000

 

 

 

 

 

 

133,557

 

 

 

40,692

 

 

 

146,662

 

 

 

11,400

 

 

 

637,311  

 

General Counsel

 

 

2019

 

 

 

290,000

 

 

 

 

 

 

80,869

 

 

 

25,365

 

 

 

143,701

 

 

 

13,820

 

 

 

553,755  

 

 

 

 TODD RITTERBUSCH

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

Executive Vice President,

 

 

2020

 

 

 

325,000

 

 

 

 

 

 

113,464

 

 

 

34,576

 

 

 

156,279

 

 

 

14,738

 

 

 

644,057  

 

Chief Lending Officer

 

 

2019

 

 

 

216,667

 

 

 

 

 

 

260,394

 

 

 

18,956

 

 

 

90,082

 

 

 

5,417

 

 

 

591,516  

 

 

 

 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.

  (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 21 to our Annual Report on Form 10-K for the Fiscal Year ended December 31, 2021, filed with the SEC on February 14, 2022. The grant value of performance share awards are based on a Monte Carlo valuation of $98.03 per target share as of the May 1, 2021 grant date. The grant value of restricted stock awards are based on a fair market value of $88.63 per share of our common stock as of the May 1, 2021 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 $35.37 per option share for grants made on May 1, 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.

  (3) 

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

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

2021 All Other Compensation Table

 

 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  

 

 

 

 

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2021 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)

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

 Aaron P. Graft

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5/1/2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,300

 

 

 

 

 

 

 

 

 

 

$

292,479

 

 

 

 

5/1/2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8,269

 

 

 

$88.63

 

 

$

292,475

 

 

 

 

5/1/2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6,600

 

 

 

11,550

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

646,998

 

 

 

 

 

 

 

$136,500

 

 

 

$390,000

 

 

 

$760,500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 W. Bradley Voss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5/1/2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,150

 

 

 

 

 

 

 

 

 

 

$

101,925

 

 

 

 

 

 

 

$          —

 

 

 

$          —

 

 

 

$          —

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Gail Lehmann

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5/1/2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

761

 

 

 

 

 

 

 

 

 

 

$

67,447

 

 

 

 

5/1/2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,908

 

 

 

$88.63

 

 

$

67,486

 

 

 

 

5/1/2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,523

 

 

 

2,665

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

149,300

 

 

 

 

 

 

 

$  50,400

 

 

 

$144,000

 

 

 

$280,800

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Adam D. Nelson

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5/1/2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

719

 

 

 

 

 

 

 

 

 

 

$

63,725

 

 

 

 

5/1/2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,802

 

 

 

$88.63

 

 

$

63,737

 

 

 

 

5/1/2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,438

 

 

 

2,517

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

140,967

 

 

 

 

 

 

 

$  47,600

 

 

 

$136,000

 

 

 

$265,200

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Todd Ritterbusch

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5/1/2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

575

 

 

 

 

 

 

 

 

 

 

$

50,962

 

 

 

 

5/1/2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,441

 

 

 

$88.63

 

 

$

50,968

 

 

 

 

5/1/2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,150

 

 

 

2,013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

112,735

 

 

 

 

 

 

 

$  47,600

 

 

 

$136,000

 

 

 

$265,200

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 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—2021 Summary Compensation Table.” Amounts are considered earned in fiscal year 2021 although they were not paid until 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 21 to our Annual Report on Form 10-K for the Fiscal Year ended December 31, 2021, filed with the SEC on February 14, 2022. The grant value of performance share awards are based on a Monte Carlo valuation of $98.03 per target share as of the May 1, 2021 grant date. The grant value of restricted stock awards are based on a fair market value of $88.63 per share of our common stock as of the May 1, 2021 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 $35.37 per option share for grants made on May 1, 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.

 

Triumph Bancorp  |  2022 Proxy Statement        35


Table of Contents

Outstanding Equity Awards at Fiscal Year-End for 2021

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, 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) (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  

 

 

 

36        Triumph Bancorp  |  2022 Proxy Statement


Table of Contents
    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) 

Unless separately noted, stock options and restricted stock awards vest at the rate of 25% per year from the date of award. Unvested or un-exercisable portions of awards reflect the unvested portion of such options and restricted stock awards issued between 2018 and 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).

(2) 

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

Performance unit awards shown in row represent total stock return performance shares granted in 2020 as part of the Company’s LTIP program. Shares represented and market value of such awards assume payout at maximum. A prorated portion of such award may vest upon death, disability, qualifying termination (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).

 

Triumph Bancorp  |  2022 Proxy Statement        37


Table of Contents
(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, 2021.

 

 

 

Option Awards Stock Awards
 Name

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

 

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

 

6,385

$

330,798

 

1,107

$

96,141

 

  (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, 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)

 

 Equity compensation plans approved by security holders

     166,755      $ 33.34        408,615  

 Equity compensation plans not approved by security holders

                    
  

 

 

    

 

 

    

 

 

 

 Total

     166,755      $ 33.34        408,615  

 

 

 

38        Triumph Bancorp  |  2022 Proxy Statement


Table of Contents

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, 2021, employment termination date.

 

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.

  (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, 2021, Ms. Lehmann is the only named executive eligible to retire in accordance with the Company’s policy and the terms of its equity incentive compensation and benefit plans.

 

Triumph Bancorp  |  2022 Proxy Statement        39


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  (4)

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

    

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

    

A prorated portion of unvested TSR performance awards 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 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, 2021 and the option exercise price.

CEO Pay Ratio

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

We identified the median employee from a list of all employees (full-time and part-time) employed as of December 31, 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 2021. After determining the median employee, we calculated the CEO’s and the median employee’s 2021 total compensation in the same manner as the CEO’s compensation provided in the summary compensation table. Based on the foregoing, the CEO’s 2021 annual total compensation is $2,444,169 and the median annual total compensation of all employees (except for the CEO) is $48,657.64, resulting in a CEO pay ratio of approximately 50.3 to 1.

 

40        Triumph Bancorp  |  2022 Proxy Statement


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DIRECTOR COMPENSATION FOR FISCAL 2021

2021 Director Compensation

In connection with their service on our Board of Directors in 2021, we compensated our non-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 2021 are outlined in the table below.

 

      CHAIR ($)           MEMBER ($)  

Triumph Bancorp, Inc. Board and Committees

     CASH         STOCK           CASH         STOCK  

Board

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

Audit Committee

   $ 37,500                 $ 12,500          

Compensation Committee

   $ 12,000                 $ 3,000          

Nominating & Corporate Governance Committee

   $ 12,000                 $ 3,000          

Risk Management Committee

   $ 12,000                 $ 3,000          

TBK Bank, SSB Board and Committees

                

Board

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

Executive Loan Committee

   $ 16,500                 $ 14,850          

ALCO Committee

   $ 5,775                 $ 3,300