DEF 14A of Triumph Financial, Inc., Mar 10, 2025

DEF 14A of Triumph Financial, Inc.

Filed Mar 10, 2025 · FY20240001193125-25-050887

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS

  2. Introduction

    Introduction Upon the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors has nominated each of the directors and director nominees noted below (whom we refer to as the “nominees”) to stand for election for a one (1) year term expiring at the 2026 annual meeting of shareholders 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.

  3. Introduction

    | Name | Position | | Carlos M. Sepulveda, Jr. | Director and Chairman of the Board | | Aaron P. Graft | Director, Vice Chairman and Chief Executive Officer | | Charles A. Anderson | Director | | Harrison B. Barnes | Director | | Debra A. Bradford | Director | | Richard L. Davis | Director | | Davis Deadman | Director | | Laura K. Easley | Director | | Melissa K. McSherry | Director Nominee | | Maribess L. Miller | Director | | Michael P. Rafferty | Director | | C. Todd Sparks | Director |

  4. Introduction

    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.

  5. Introduction

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

  6. Introduction

    | | 2025 Proxy Statement 5 |

  7. Information Concerning the Nominees and Directors

    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.

  8. Information Concerning the Nominees and Directors

    | | | Director Since | | | Committee Membership | | | | | Name | Age | | Position | Independent | AC | CC | NCGC | RCC | | Charles A. Anderson | 64 | 2010 | Director | ✓ | | C | ✓ | | | Harrison B. Barnes | 32 | 2021 | Director | ✓ | | ✓ | | | | Debra A. Bradford | 66 | 2020 | Director | ✓ | ✓ | | | ✓ | | Richard L. Davis | 71 | 2010 | Director | ✓ | | ✓ | ✓ | | | Davis Deadman | 61 | 2023 | Director | | | | | ✓ | | Laura K. Easley | 60 | 2020 | Director | ✓ | | | ✓ | C | | Aaron P. Graft | 47 | 2010 | Director, Vice Chairman, Chief Executive Officer & President | | | | | | | Maribess L. Miller | 72 | 2014 | Director | ✓ | ✓ | | C | | | Melissa K. McSherry | 52 | N/A | Director Nominee | ✓ | | | | P | | Michael P. Rafferty | 70 | 2014 | Director | ✓ | C | | | ✓ | | Carlos M. Sepulveda, Jr. | 67 | 2010 | Director & Chairman | ✓ | | ✓ | | | | C. Todd Sparks | 57 | 2010 | Director | ✓ | ✓ | | | |

  9. Information Concerning the Nominees and Directors

    | C | Committee Chair |

  10. Information Concerning the Nominees and Directors

    | ✓ | Member |

  11. Information Concerning the Nominees and Directors

    | P | Proposed Committee Member |

  12. Information Concerning the Nominees and Directors

    | AC | Audit Committee |

  13. Information Concerning the Nominees and Directors

    | CC | Compensation Committee |

  14. Information Concerning the Nominees and Directors

    | NCGC | Nominating and Corporate Governance Committee |

  15. Information Concerning the Nominees and Directors

    | RCC | Risk and Compliance Committee |

  16. Information Concerning the Nominees and Directors

    We believe our Board represents a broad mix of tenure, gender, ethnic, and cultural diversity with robust independence.

  17. Information Concerning the Nominees and Directors

    | Diversity | Independence | | | |

  18. Information Concerning the Nominees and Directors

    | * Items above depicted giving effect to all Directors and Director Nominees standing for election at the Annual Meeting. |

  19. Information Concerning the Nominees and Directors

    | 6 2025 Proxy Statement | |

  20. Director Qualifications and Attributes

    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.

  21. Director Qualifications and Attributes

    | 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 shareholders. | | Transportation and Payments Experience | • Given the large percentage of our business that touches the transportation industry, including our factoring, payments and equipment finance products, 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. | | Technology and Cybersecurity Experience | • Given the Company’s strategic focus in growing and expanding the network platform it is developing for the transportation industry, we value directors who have experience with other technology companies who can offer unique insights on the challenges facing this industry, as well the cybersecurity risks facing businesses generally. |

  22. Director Qualifications and Attributes

    | | 2025 Proxy Statement 7 |

  23. Director Qualifications and Attributes

    The table below summarizes the key experience, qualifications and attributes for each member of our Board (or nominee for election to 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.

  24. Director Qualifications and Attributes

    | Name | Banking Experience | Financial Experience | Senior Leadership Experience | Diversity | Public Company Board Experience | Transportation and Payments Experience | Technology and Cybersecurity Experience | | Charles A. Anderson | | | X | | X | | | | Harrison B. Barnes | X | | | X | | | | | Debra A. Bradford | | X | X | X | X | X | X | | Richard L. Davis | | | X | | | | | | Davis Deadman | X | X | X | | | | | | Laura K. Easley | | | X | X | | X | X | | Aaron P. Graft | X | | X | | | X | X | | Melissa K. McSherry | X | | X | 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 | | | | |

  25. Director Qualifications and Attributes

    | 8 2025 Proxy Statement | |

  26. Directors and Director Nominees Standing for Election at the 2025 Annual Meeting

    Directors and Director Nominees Standing for Election at the 2025 Annual Meeting

  27. Directors and Director Nominees Standing for Election at the 2025 Annual Meeting

    | | 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 | Chairman of the Board Independent Director Director Since 2010 Age 67 Board Committees: • Compensation Key Qualifications and Expertise: • Senior Leadership Experience • Financial Experience • Diversity Other Current Public Boards: • Cinemark Holdings, Inc. | | of Directors of Travel Research Advisers LLC DBA Savoya Holdings, LLC a chauffeured ground transportation service provider. In 2007, he joined the Board of Directors of Cinemark Holdings, Inc. (NYSE: CNK) where he has been Lead Director since 2016 and Chairman since 2022. In addition, he serves as a member of the Audit Committee, Compensation Committee and the Strategic Planning Committee of Cinemark Holdings, Inc. 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. | | | | | Aaron P. Graft Founder, Vice Chairman and Chief Executive Officer of the Company Aaron P. Graft is the Founder, Vice Chairman and Chief Executive Officer of the Company. He also serves as the Vice Chairman and Chief Executive Officer of TBK Bank, SSB and is the Chairman of | Director Director Since 2010 Age 47 Key Qualifications and Expertise: • Banking Experience • Senior Leadership Experience • Transportation and Payments Experience • Technology and Cybersecurity Experience | | Triumph Financial Services LLC and Vice Chairman of Triumph Insurance Group, Inc. Mr. Graft also serves as a Director and Chairman of The Bank of the West of Thomas, Oklahoma. Prior to establishing Triumph Financial, Inc., Mr. Graft served as the Founder and President of Triumph Land and Capital Management, LLC, where he oversaw the management of several multi-family and commercial real estate projects in receivership and led the acquisition of multiple pools of distressed debt secured by multi-family projects. Prior to Triumph, Mr. Graft worked for Fulbright & Jaworski, LLP (now Norton Rose Fulbright LLP) where he focused on distressed loan workouts. Mr. Graft received a Bachelor of Arts, cum laude, and a Juris Doctorate, cum laude, from Baylor University. He is a member of Young Presidents’ Organization. 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. | | |

  28. Directors and Director Nominees Standing for Election at the 2025 Annual Meeting

    | | 2025 Proxy Statement 9 |

  29. Directors and Director Nominees Standing for Election at the 2025 Annual Meeting

    | | Charles A. Anderson Co-Founder Bandera Ventures, Ltd. Charles A. Anderson cofounded Bandera Ventures, Ltd., a firm focused on industrial development and acquisitions, distressed office acquisitions and long-term lease opportunities. Prior to that, | Independent Director Director Since 2010 Age 64 Board Committees: • Compensation (Chair) • Nominating Corporate Governance Key Qualifications and Expertise: • Senior Leadership Experience Other Current Public Boards: • Highwoods Properties, Inc. | | 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. | | | | | Harrison B. Barnes Professional Athlete National Basketball Association Harrison B. Barnes, through his family office, is a community bank supporter and investor. Mr. Barnes has been a professional athlete since 2012, representing the United States in the 2016 Olympics. | Independent Director Director Since 2021 Age 32 Board Committees: • Compensation Key Qualifications and Expertise: • Banking Experience • Diversity | | He was voted to and currently serves on the board of directors of USA Basketball, 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. He has also served as a member of the board of directors of First National Bank (Ames, IA), the largest bank subsidiary of Ames National Corporation (NASDAQ: ATLO), and as Treasurer and Executive Committee member of the National Basketball Players Association. Mr. Barnes’ community projects includes When We All Vote (Ambassador), Learn Fresh (Champion and Advisor for NBA Math Hoops program), and previously served on the Board of Trustees for the Boys & Girls Club of Oakland. Additionally, he founded the Harrison Barnes Reading Academy, which promoted literacy skills among youth. | | | | | 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 66 Board Committees: • Audit • Risk and Compliance Key Qualifications and Expertise: • Financial Experience • Senior Leadership Experience • Diversity • Transportation and Payments Experience • Technology and Cybersecurity Experience Other Current Public Boards: • Intermex International Money Express, Inc. | | American Payment Systems by Deluxe in 2001 and has served as President and Chief Financial Officer since 2008. Prior to the acquisition of First American by Deluxe Corporation, she also served on the Board of Directors and Audit Committee of First American. Prior to joining First American, Ms. Bradford served as Senior Vice President and Chief Financial Officer of ACE Cash Express, Inc., a financial services retailer, and in various roles, including Chief Operating Officer, with IPS Card Solutions (formerly NTS, Inc.), a division of Frist Data Corporation. Ms. Bradford serves on the Board of Directors and on both the compensation and nominating and governance committees of Intermex International Money Express, Inc. (NASDAQ: IMXI). Ms. Bradford graduated from the University of Texas in Austin. She is a Certified Public Accountant and a member of the Texas Society of Certified Public Accountants. | | |

  30. Directors and Director Nominees Standing for Election at the 2025 Annual Meeting

    | 10 2025 Proxy Statement | |

  31. Directors and Director Nominees Standing for Election at the 2025 Annual Meeting

    | | Richard L. Davis Retired Founder DAVACO, Inc. Richard L. Davis was the Founder of Dallas-based DAVACO, Inc., a leading provider of retail, restaurant and hospitality service solutions. In 2000 and 2006, Mr. Davis was a finalist for the Ernst & | Independent Director Director Since 2010 Age 71 Board Committees: • Compensation • Nominating Corporate Governance Key Qualifications and Expertise: • Senior Leadership Experience | | Young Entrepreneur of the Year award. In 2006, Mr. Davis was inducted into the Retail Construction Hall of Fame. In 2023 Mr. Davis launched RLD Capital Holdings, Inc. as a family office. Mr. Davis currently serves on The Salvation Army’s Dallas/ Fort Worth Metroplex Advisory Board and The Foundation Board of Baylor Scott & White. | | | | | Davis Deadman Retired Chief Executive Officer and President NexBank Capital, Inc. Davis Deadman has served on the board of the North Texas Certified Development Corporation, an SBA chartered entity focused on providing debt capital to the small business community in Texas. From | Director Since 2023 Age 61 Board Committees: • Risk and Compliance Key Qualifications and Expertise: • Banking Experience • Financial Experience • Senior Leadership Experience | | 2004 to 2010, he served on multiple boards, including the bank and the holding company within the NexBank Capital, Inc. platform. From 2004 to 2010, Mr. Deadman served as Chief Executive Officer and President of NexBank, a financial services organization that included a broker-dealer and an investment banking and corporate advisory firm. From 1998 to 2009, Mr. Deadman served as a Senior Portfolio Manager and, ultimately, as a partner with Highland Capital Management L.P. In this role, he managed a team of investment professionals responsible for a several billion-dollar portfolio of credit investments. Before 1998, he served as an investment officer at Mutual Benefit Life, managing a $200 million commercial real estate-backed loan portfolio. Mr. Deadman served in various roles with the Company and TBK Bank, SSB from 2011-2022, including as TBK Bank’s Chief Lending Officer from 2011 to 2014. Such service in an employment capacity terminated in 2022. Mr. Deadman received a Bachelor of Business Administration from Texas A&M University and a Master of Business Administration in Finance, Cum Laude, from Southern Methodist University – Cox School of Business. He is a Chartered Financial Analyst (CFA) Charter holder. | | | | | Laura K. Easley Retired Chief Operating Officer Transportation Insight Laura K. Easley was the Chief Operating Officer of Transportation Insight, a leading enterprise solutions provider in the logistics and transportation industry, from 2012 until her retirement in 2019. She | Independent Director Director Since 2020 Age 60 Board Committees: • Nominating Corporate Governance • Risk and Compliance (Chair) Key Qualifications and Expertise: • Senior Leadership Experience • Diversity • Transportation and Payments Experience • Technology and Cybersecurity Experience | | served in various other capacities at Transportation Insight from 2005 to 2019, including Chief Business Development Officer and Chief Solutions Officer. Prior to Transportation Insight, Ms. Easley served in various capacities with Menlo Worldwide, The Complete Logistics Company and ABF Freight Systems. Ms. Easley received a Bachelor of Science Degree in Industrial Engineering and Management from Oklahoma State University. She served on the Board of Directors for the OSU Cowboy Academy of Industrial Engineering and Management. | | |

  32. Directors and Director Nominees Standing for Election at the 2025 Annual Meeting

    | | 2025 Proxy Statement 11 |

  33. Directors and Director Nominees Standing for Election at the 2025 Annual Meeting

    | | Melissa K. McSherry Consultant Melissa K. McSherry has over 30 years’ experience as an executive focused on artificial intelligence, big data and software development. She currently serves as an advisor to companies, venture capitalists and private equity firms on strategic questions and investments | Director Nominee Age 52 Board Committees: • Risk and Compliance (Proposed) Key Qualifications and Expertise: • Banking Experience • Senior Leadership Experience • Diversity • Transportation and Payments Experience • Technology and Cybersecurity Experience | | in consumer lending and fraud prevention. From 2022 until 2024, she served as the Chief Operating Officer of Anywhere Real Estate (NYSE: HOUS), where she led Product, Technology, and a number of other functions including service as the management representative to the audit committee on cybersecurity matters; from 2016-2022 she served as the Senior Vice President, Global Head of Risk and Identity Solutions for Visa, Inc. (NYSE: V), where she focused on advanced AI and digital commerce in transforming Visa’s fraud prevention business; and from 2002 to 2014 she served in a number of roles including leading Subprime Card Acquisitions at Capital One (NYSE: COF) where she had significant experience with regulatory supervision. Ms. McSherry is a graduate and Arjay Miller Scholar from Stanford’s Graduate School of Business and graduated magna cum laude from Harvard University. | | | | | Maribess L. Miller Retired Partner PricewaterhouseCoopers LLP Maribess L. Miller was a member of the public accounting firm PricewaterhouseCoopers LLP from 1975 until 2009, including serving as the North Texas Market Managing Partner from 2001 | Independent Director Director Since 2014 Age 72 Board Committees: • Nominating Corporate Governance (Chair) • Audit Key Qualifications and Expertise: • Financial Experience • Senior Leadership Experience • Diversity Other Current Public Boards: • DR Horton, Inc. | | until 2009; as Southwest Region Consumer, Industrial Products and Services Leader from 1998 until 2001; and as Managing Partner of the firm’s U.S. Healthcare Audit Practice from 1995-1998. Ms. Miller joined the board of DR Horton, Inc. (NYSE: DHI) in November, 2019 and serves as chair of the Audit Committee and member of the Compensation Committee. Ms. Miller served as a member of the Board of Directors and Chair of the Audit Committee and member of the Compensation Committee for Zix Corporation (NASDAQ:ZIXI) from 2010-2021. Ms. Miller is also a member of the Board of Directors and member of the Audit Committee and 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 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. | | | | | Michael P. Rafferty Retired Partner Ernst & Young LLP Michael P. Rafferty was a member of the public accounting firm Ernst & Young LLP from 1975 until his retirement in 2013, was admitted as Partner of the Firm in 1988, and served as the Audit | Independent Director Director Since 2014 Age 70 Board Committees: • Audit (Chair) • Risk and Compliance Key Qualifications and Expertise: • Financial Experience • Senior Leadership Experience • Banking Experience | | Practice Leader for the Southwest Region from 2004 to 2013. During his career with Ernst & Young, he primarily served clients in the financial services and healthcare industries. Mr. Rafferty graduated with a Bachelor of Science degree in Accounting from the University of New Orleans. Mr. Rafferty is a certified public accountant and is licensed in Texas. Mr. Rafferty also served 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) from 2016 to 2023. | | |

  34. Directors and Director Nominees Standing for Election at the 2025 Annual Meeting

    | 12 2025 Proxy Statement | |

  35. Directors and Director Nominees Standing for Election at the 2025 Annual Meeting

    | | C. Todd Sparks Vice President and Chief Financial Officer Discovery Operating Inc. C. Todd Sparks has served on the Board of Directors of the Triumph Financial, Inc. (NASDAQ: TFIN) and TBK Bank, SSB since their inception in 2010. He serves as Vice President and Chief | Independent Director Director Since 2010 Age 57 Board Committees: • Audit Key Qualifications and Expertise: • Banking Experience • Financial Experience • Senior Leadership Experience | | Financial Officer of Discovery Operating Inc., an oil and gas exploration and production company located in Midland, Texas. He is also currently serving on the Board of Directors of Midland Classical Academy. Mr. Sparks has formerly served on the Board of Directors for FirstCapital Bank of Texas and First Bancshares of Texas. Mr. Sparks has been an active investor, both inside and outside of oil and gas, for the last 30 years. He has actively participated in many areas of interest including real estate, banking, oil and gas service companies and a variety of start-ups during his career. Mr. Sparks received a Bachelor of Business Administration degree from Baylor University in 1989 and a Master of Business Administration degree from Texas A&M University in 1992. | | |

  36. Directors and Director Nominees Standing for Election at the 2025 Annual Meeting

    | | 2025 Proxy Statement 13 |

  37. Board Committees

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

  38. Compensation Design Principles and Governance Best Practices

    | 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 » No hedging of Company securities by Executive Officers or Directors » No excessive perquisites » No stock option repricing without shareholder approval » No granting of equity awards in anticipation of the release of material nonpublic information (MNPI) or timing the release of MNPI based upon grant dates of equity |

  39. Executive Compensation Objectives and Policies

    | Compensation Principles | How we achieve these principles | | Market Competitive | » Competitive base pay ranges are designed to target market competitive ranges with flexibility to recognize individual performance, experience and contribution. » Total compensation is targeted to market competitive ranges for achieving median performance. Actual total compensation varies as appropriate to reflect individual and Company performance. » Market is defined using a combination of published industry survey sources (representing similar size and scope) and proxy peer groups of both (i) publicly-traded banks similar in size and asset types and (ii) fintech peers in industries that align with the Company’s growing presence as network platform in the transportation industry, which are reviewed annually. | | Performance-Based | » Annual cash incentive opportunities under our Annual Incentive Program (“AIP”) tied to performance under financial metrics that align with key strategic objectives including overall financial returns (Invoice Price Adjusted Earnings Per Share), progress on key strategic and segment-level initiatives, including (i) Banking Segment Pre-Tax Net Income, (ii) Payments Segment Q4 EBITDA Margin %, and (iii) Factoring Segment invoice aging goals, as well as execution for each executive on individual performance objectives. » Equity compensation awards to our NEO’s under our long-term incentive program (“LTIP”) consisting of 50% performance-based restricted stock units based on the Company’s absolute and relative total shareholder return against two peer groups (one banking and fintech), 25% time vested restricted stock units and 25% time vested stock options. | | Culture of Ownership | » Stock ownership guidelines encourage significant ownership by directors and executive officers. | | Long-Term Focus | » Long-term equity compensation and vesting requirements align rewards with time horizon of potential risk. |

  40. Executive Compensation Objectives and Policies

    | 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 both enterprise level financial goals and goals tied to performance in each of the Company’s business segments; 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 shareholders through equity based compensation; » Rewards long-term shareholder value creation on an absolute and relative basis; 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 shareholders, regardless of impact such transactions may have on the executive’s employment. |

  41. Role of Compensation Committee Management and the Compensation Consultant

    Role of Compensation Committee Management and the Compensation Consultant

  42. Role of the Compensation Committee

    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 NEOs. 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 NEOs. 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.

  43. Role of the Compensation Consultant

    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 2024, the Compensation Committee engaged Meridian Compensation Partners LLC (“Meridian”) as its outside compensation consultant. The role of a compensation consultant is to assist the Compensation Committee in analyzing executive compensation packages and to provide the Compensation Committee with information regarding market compensation levels, general compensation trends and best practices. The consultant also provides advice regarding the competitiveness of specific pay decisions and actions for our NEOs, as well as the appropriateness of the design of the Company’s executive compensation programs. Meridian also advised

  44. Role of the Compensation Consultant

    | 28 2025 Proxy Statement | |

  45. Role of the Compensation Consultant

    the Compensation Committee on the implementation of the Company’s annual incentive program and long-term incentive program for 2024. 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.

  46. Peer Group and Competitive Benchmarking

    Peer Group and Competitive Benchmarking The Committee made its determinations as to the compensation for its NEOs in 2024, 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 banking and fintech peer groups. The Committee believes that the use of the two peer groups best represents both the Company’s banking operations as well as its growing transportation network platform. The Committee did not set a specific weighting for the use of either group but reviewed both data sets against the responsibility of the applicable executive.

  47. Banking Peer Group

    Banking Peer Group In identifying and constructing a competitive banking peer group, the Committee, based on recommendations from Meridian, took into consideration asset size as the primary selection criteria, in additional to annual revenue and market capitalization. In order to reflect our unique business model, the peer group was further filtered to include companies with the highest percentage of Commercial and Industrial (“C&I”) loans to arrive at a reasonable size (i.e. 19 banks). This compensation peer group consisted of banks with assets between $3.7 billion and $13.0 billion, revenues between $124 million and $557 million, and market capitalization of $243 and $3.8 billion as of the date of adoption of the peer group by the Company in 2023, compared to asset size of $5.3 million, revenues of $467 million, and market capitalization of $1.3 billion for the Company at such time. Overall the Company ranked in the first quartile of its peer group for asset size and the top quartile of its peer group for market capitalization.

  48. Banking Peer Group

    | Banking Peer Group | | | 1st Source Corporation | Veritex Holdings, Inc. | | Enterprise Financial Services Corp | Preferred Bank | | Third Coast Bancshares, Inc. | National Bank Holdings Corporation | | First Financial Corporation | Stock Yards Bancorp, Inc. | | Lakeland Financial Corporation | CrossFirst Bankshares, Inc. | | Old Second Bancorp, Inc | Mercantile Bank Corporation | | Heritage Commerce Corp | Peoples Bancorp Inc. | | QCR Holdings, Inc. | First Financial Bankshares, Inc. | | BancFirst Corporation | Byline Bancorp, Inc. | | Origin Bancorp, Inc. | |

  49. Banking Peer Group

    | | 2025 Proxy Statement 29 |

  50. FinTech Peer Group

    FinTech Peer Group The Compensation Committee, in its analysis, also considered a peer group of fintech companies. This fintech peer group is intended to provide further context regarding the Company’s compensation decisions and to be evaluated together with the banking peer group. In making such determination, the Compensation Committee noted the Company’s growth strategy, current valuation and overall focus on its transportation network platform aligned in many respects with its fintech peers. The fintech peer group consisted of fintech companies with revenues between $38 million and $664 million, and market capitalization between $34 million and $3.4 billion, as of the date of adoption of the peer group by the Company in 2023. Overall the Company ranked in the second quartile of its peer group for revenues (based on its transportation related fintech revenues) and the third quartile of its peer group for market capitalization.

  51. FinTech Peer Group

    | FinTech Peer Group | | | Repay Holdings Corporation | International Money Express, Inc. | | Q2 Holdings, Inc. | Cass Information Systems, Inc. | | Flywire Corporation | PaySign, Inc. | | EVERTEC, Inc. | Mogo Inc. | | Usio, Inc. | Cantaloupe, Inc. | | i3 Verticals, Inc. | Priority Technology Holdings, Inc. | | Paymentus Holdings, Inc. | AvidXchange Holdings, Inc. | | BM Technologies, Inc. | |

  52. FinTech Peer Group

    In general, the Committee’s review of the practices of its peer groups on a consolidated basis suggested that a greater focus on equity-based compensation (both in amount and as a percentage of overall compensation) may be appropriate for the Company compared to its banking peers in order to remain competitive with market practice for the Company’s fintech peers and strengthen alignment with shareholders.

  53. Base Salary

    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 NEOs base salaries for fiscal years 2023 and 2024 and the year over year percentage change in salaries.

  54. Annual Incentive Program

    Annual Incentive Program Under the AIP, the Company pays cash incentive payments to our NEOs based on achieved performance against predetermined annual performance goals. Our AIP is designed to motivate and reward our NEO’s for achieving these performance goals, which are linked to our annual business plan. NEOs 2024 Target Bonus. Target bonuses are established by the Compensation Committee considering competitive market data, individual performance and internal equity with other executives. For the 2024 AIP, the Compensation Committee approved the following target bonuses (expressed as a percentage of base salary) for our NEOs: 60% for Mr. Graft and Mr. Schreyer and 50% for each of Mr. Voss, Ms. Forman-Barenblit and Mr. Ritterbusch. Each NEO was eligible to receive an actual bonus payout of between 0% and 150% of his or her respective target bonus, with the applicable percentage based on achievement of pre-established performance goals. In addition, at its discretion, the Compensation Committee may increase or decrease such calculated annual incentive payout by up to 30% for any NEO based on Company performance as well as individual or other relevant factors. 2024 Performance Measures, Weighting and Goals. For 2024, the Compensation Committee approved AIP goals related to the following five measures:

  55. Annual Incentive Program

    | • | Invoice Price Adjusted Earnings Per Share; |

  56. Annual Incentive Program

    | • | Banking Segment Pre-Tax Net Income; |

  57. Annual Incentive Program

    | • | Payments Segment Q4 2024 EBITDA Margin Percentage; |

  58. Annual Incentive Program

    | • | Factoring Segment Invoice Aging; and |

  59. Annual Incentive Program

    | • | Individual and Business Unit Objectives. |

  60. Annual Incentive Program

    Each goal was assigned a 20% weighting. These measures were kept largely consistent with the measures adopted in 2023 as the Committee felt such items appropriately included performance measure in each of the Company’s operating segments as well as an enterprise level measure. The selected performance measures were directly linked to our 2024 business plan and were deemed to be most reflective of our annual performance against strategic objectives, as more fully described below.

  61. Annual Incentive Program

    | | 2025 Proxy Statement 31 |

  62. Annual Incentive Program

    Earnings Per Share (“EPS”) was used as the Company’s overall enterprise objective, as the Compensation Committee believes this measure to be a key indicator of overall performance. In making the determination to use an Invoice Price Adjusted EPS calculation (as described in greater detail in the footnotes to the table below) the Compensation Committee sought to reduce the impact on EPS resulting from changes in actual average transportation invoice price (up or down) compared to the assumed price used in determining the performance target for this metric when calculating performance against the goal. Transportation invoice prices are highly correlated to the profitability of both our Factoring and Payments segments, and are generally driven by macroeconomic forces outside the control of management. The Compensation Committee determined to partially (as opposed to fully) adjust for the impact of transportation invoice prices in calculating Invoice Price Adjusted EPS in order to incentivize management to appropriately adjust its strategies over the course of the year to take into account a changing economic environment. Banking Segment Pre-Tax Net Income was viewed by the Compensation Committee as the objective most reflective of the Banking Segment’s contribution to the overall strategic objectives of the Company, as such indicator would be positively impacted by success in key areas such as: (i) controlling core deposit attrition and maintaining a low overall cost of funds, (ii) managing the Company’s loan portfolio to generate revenue to support the enterprise and its investment in key strategic initiatives such as the growth of its transportation network out of retained earnings, (iii) limiting non-interest expense growth and (iv) maintaining loan losses and specific reserves at acceptable levels. In setting such objective, the Committee also included a potential downward adjustment to the calculation of Banking Segment Pre-Tax Net Income (as described in greater detail in the footnotes to the table below), to account for the importance of maintaining credit quality in allowing the Company to achieve its strategic objectives and sought to place additional emphasis on this item. In determining to use Payments Segment Q4 EBITDA Margin Percentage as the AIP objective for the Payments Segment, the Compensation Committee viewed such measure as the most important metric by which to gauge success of the segment, noting that establishing a path to EBITDA profitability was a long-term objective of the Company that had been communicated to and was being tracked by the Company’s investors. The Compensation Committee determined that using fourth quarter EBITDA margin percentage was the most appropriate measure of success against this objective as such measure would demonstrate the point in time improvement in such measure against the prior year’s objective, which was fourth quarter EBITDA margin for 2023. In setting such objective, the Committee also included qualifiers that payment of such goal was also conditioned upon (i) success full launch of the Company’s LoadPay product and (ii) the delivery of a data solution product that has the capacity to be sold to customers. Such qualifying requirements were included due to the importance of such products to the Company’s strategic plan and growth prospects. For the Factoring Segment, invoice aging improvement was deemed to be a key area of operational focus, as the collection and posting of invoices in a timely manner impacts the Company’s cash flow, overall customer satisfaction, and requires all operational areas across the segment to be functioning in an integrated and efficient manner. The 45 day target for collection and posting of an invoice was selected as this would indicate completion of such items within 15 days of the due date for a 30 day payment term invoice. Individual and business unit objectives assess each executive and the executive team against goals related to department and/or Company growth and strategic vision and take into account feedback from the CEO (as to NEOs other than the CEO) and the Compensation Committee (as to the CEO and the other NEOs) as part of the annual review process for the executive team. Performance goals for each measure were set at threshold, target and stretch levels, which correspond to a range of potential payouts (50% of target bonus for threshold performance, 100% of target bonus for target performance and 150% of target bonus for stretch performance for each metric). Awards are interpolated in between these levels.

  63. Annual Incentive Program

    | 32 2025 Proxy Statement | |

  64. Annual Incentive Program

    The table below shows that for 2024 the Company performed below threshold for the Invoice Price Adjusted EPS objective, above threshold but below target for the Banking Segment Pre-Tax Net Income objective, and above target but below stretch for the Payments Segment Q4 EBITDA Margin Percentage and Factoring Segment Invoice Aging objectives. In addition, each NEO was determined to have achieved his or her individual and business unit objectives goal at 100% of target.

  65. Annual Incentive Program

    | Performance Measure | Weighting | Threshold | Target | Stretch | Actual | Earned % | | Invoice Price Adjusted Earnings Per Share (1) | 20% | $0.94 | $1.38 | $1.82 | $0.61 | —% | | Banking Segment Pre-Tax Net Income (2) | 20% | $105.0 | $130.0 | $155.0 | $114.5 | 69% | | Payments Segment Q4 2024 EBITDA Margin % (3) | 20% | —% | 5% | 10% | 9% | 136% | | Triumph Factoring Segment Invoice Aging | 20% | 96% | 96% | 97% | 96.2% | 120% | | Individual and Business Unit Objectives | 20% | 50% | 100% | 150% | 100% | 100% | | Weighted Percentage of Target Bonus Earned | | | | | | 85% |

  66. Annual Incentive Program

    | (1) Earnings Per Share (“EPS”) targets above were calculated assuming an average transportation invoice price for the year of $1,802. Invoice Price Adjusted EPS is calculated by increasing or decreasing GAAP EPS by 75% of the amount actual average transportation invoices for the year impacted GAAP EPS compared to such baseline. For 2024, the actual average transportation invoice price was $1,750 as compared to $1,802. Such difference was calculated to impact GAAP EPS by $0.08 per share, with 75% of such amount, or $0.06 per share, added back to GAAP EPS to calculate the Invoice Price Adjusted EPS of $0.61. |

  67. Annual Incentive Program

    | (2) In millions. Achievement of Banking Segment Pre-Tax Net Income objective is subject to a possible credit quality adjustment to place additional emphasis on maintaining excellent credit quality. If banking segment net charge-offs plus the net increase in banking segment specific reserves remain below 75bps of banking segment average loan balances, banking segment pre-tax net income will not be adjusted to determine the Banking Segment objective payout. Otherwise, no payout would occur for banking segment pre-tax net income. For 2024, the banking segment experienced 0.36% in charge offs plus specific reserves as a percentage of banking segment average loans. As such, payment for the Banking Segment Pre-Tax Net Income objective was not adjusted. |

  68. Annual Incentive Program

    | (3) Payment Segment Q4 2024 EBITDA Margin % objective subject to an additional qualifier that payout for such objective is also contingent up the Company: (1) having successfully launched its LoadPay product and (2) having delivered a data solution product that has the capability to sold into the market. Both objectives were achieved in 2024. As such, payment for the Payments Segment Q4 2024 EBITDA Margin % objective was payed as calculated. |

  69. Annual Incentive Program

    The Company’s performance below threshold for the Invoice Price Adjusted EPS objective was driven primarily by the impact of macroeconomic environment, as the ongoing freight downturn continued throughout 2024, impacting not only average transportation invoice prices, but also utilization levels and volumes in the Factoring Segment as clients continued to leave the market. The environment also impacted revenues and volume levels in the Payments Segment. This was offset by continued growth in new clients and revenue in the Payments Segment, but such growth was lower than would have been experienced in a better freight environment. In addition, the impact of the freight downturn and elevated interest rate environment continued to place stress on borrowers, resulting in elevated credit costs compared to 2023. Management was able to moderate non-interest expense growth, particularly in the third and fourth quarters of 2024, while still continuing to make progress on its strategic initiatives (in particular continued growth of the transportation network). The overall effects of the foregoing resulted in GAAP EPS of $0.54 per share ($0.61 per share after the invoice price adjustment), which was below the threshold measure for the objective. The Company’s performance above threshold but below target for the Banking Segment Pre-Tax Net Income objective was driven by the impact of lower lending fees, lower variable rates and a shift toward lower yielding assets as interest rate declined in 2024, which reduced earnings in the segment, even as overall rates remained elevated, impacting the Company’s borrowers. These elevated rates, coupled with the impact of the continuing freight downturn on the Company’s transportation borrowers, increased credit

  70. Annual Incentive Program

    | | 2025 Proxy Statement 33 |

  71. Annual Incentive Program

    expense in 2024 compared to 2023. Overall, however, credit costs remained within the credit adjustment thresholds approved by the Compensation Committee as part of the segment objective. The items were mitigated in part by success in controlling segment level expenses (as discussed above, expenses declined 1% on a year over year basis for the year ended December 31, 2024 compared to the year ended December 31, 2023) and maintaining deposit strength and a low overall cost of funds, which was 1.51% for the year ended December 31, 2024, a percentage in the top decile of all publicly traded banks. Overall, the Company performed at 69% of target for the Banking Segment Pre-Tax Net Income objective. Despite the headwinds caused by the falling freight market, the Company was able to make continued progress in driving volumes, revenues and EBITDA margin in its Payments segment as discussed above. These results were achieved by adding new clients onto the network as payments customers and finding new sources of revenue from existing client relationship as it continued to grow the network platform for the Company. The Company achieved an EBITDA margin for the fourth quarter of 2024 of 8.6%, compared to just over break even in 2023. Such achievement saw the Company perform at 136% of target for this Payments segment objective. The Company also successfully launched its LoadPay product in 2024, a key strategic initiative for the Company as discussed above, and successfully delivered a prototype data solution project during the year, achieving the qualifiers for the AIP payout associated with this initiative. The Company also exceeded target for its Factoring Segment Invoice Aging objective, as it continued to improve internal processes related to the collection and posting of invoices. The percentage of transportation invoices collected and posted within 45 days was 96.2% for the year ended December 31, 2024, representing performance at 120% of target. As previously noted, the Company believes these improvements position its factoring segment well to take advantage of a rebound in the freight market and increases in average invoice prices. In determining performance for each executive at 100% of the target payout for performance against individual and business unit objectives, the Compensation Committee considered, among other items (i) its review of the performance of each NEO for the year, (ii) the Company’s overall success in delivering successful financial results and furthering key strategic initiatives over the year despite economic challenges as discussed above, and (iii) each NEO’s progress in furtherance of individual development goals. The following table shows, for each of our NEOs, the target incentive payment under our AIP and the total calculated payout under the AIP for the Company’s 2024 fiscal year. Payouts were based exclusively on the level of achievement of pre-established Company performance goals and personal performance targets, as described above, and the Compensation Committee did not exercise its discretionary authority to adjust such amounts as provided for in the Company’s AIP. The Company’s overall performance at 85% for its AIP target represented, the view of the Compensation Committee, an appropriate balance in rewarding the performance of the executive team in achievement of key strategic objectives while acknowledging the continued pressures in near term financial results experienced during the year as discussed above.

  72. Annual Incentive Program

    | Executive | 2024 Incentive Target | 2024 Incentive Actual | % of Target Incentive | | Aaron P. Graft | $435,000 | $369,750 | 85% | | W. Bradley Voss | $200,000 | $170,000 | 85% | | Edward J. Schreyer | $300,000 | $255,000 | 85% | | Melissa Forman-Barenblit | $212,500 | $180,625 | 85% | | Todd Ritterbusch | $200,000 | $170,000 | 85% |

  73. Long-Term Incentive Program

    Long-Term Incentive Program Each year, the Company grants equity awards to our NEOs under our LTIP. The purpose of these grants is to align our NEOs with shareholder interests, reward our NEOs for long-term shareholder value

  74. Long-Term Incentive Program

    | 34 2025 Proxy Statement | |

  75. Long-Term Incentive Program

    creation and encourage retention of our NEOs. In addition, these equity grants align with our pay for performance philosophy as 50% of the equity awards issued under our LTIP are performance based restricted stock units. 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 2024, the Compensation Committee approved the following annual targets (expressed as a percentage of base salary) of equity awards under our LTIP granted to our NEOs: 250% for Mr. Graft, 175% for Mr. Schreyer, 100% for Mr. Voss and Ms. Forman-Barenblit, and 87.5% for Mr. Ritterbusch. In addition, at its discretion, the Compensation Committee may increase or decrease by up to 30% an NEO’s target LTIP award based Company performance, individual performance or other relevant factors. For 2024, 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 and absolute total shareholder return (“TSR”) as more fully described below, 25% time-vested restricted stock units, and 25% nonqualified stock options. The targeted grant value of each award type for each of our NEOs under our LTIP is as follows:

  76. Long-Term Incentive Program

    | | Performance Shares | Restricted Stock Units | Options | Total LTIP | | Named Executive Officer | Target Grant Value | Target Grant Value | Target Grant Value | Target Grant Value | | Aaron P. Graft | $906,250 | $453,125 | $453,125 | $1,812,500 | | W. Bradley Voss | $200,000 | $100,000 | $100,000 | $400,000 | | Edward J. Schreyer | $437,500 | $218,750 | $218,750 | $875,000 | | Melissa Forman-Barenblit | $212,500 | $106,250 | $106,250 | $425,000 | | Todd Ritterbusch | $175,000 | $87,500 | $87,500 | $350,000 |

  77. Long-Term Incentive Program

    The performance based restricted stock unit awards provide for delivery of Common Stock to participants based on the Company’s relative TSR compared to two reference groups and the Company’s absolute TSR performance. In 2024, half of such restricted stock unit awards were issued based on TSR compared to a reference group of publicly traded banks with assets between $2.5 and $30 billion and half of such restricted stock unit awards were issued based on TSR compared to the Russell 3000 Data Processing and Outsourced Services index. Each of the awards first evaluates relative TSR over a three year performance period. Between 50% and 175% of the target number of shares subject to the award shall vest based on relative TSR as follows (with linear interpolation between the 25th and 75th percentiles and between the 75th and 90th percentiles, as applicable):

  78. Long-Term Incentive Program

    | Relative TSR Percentile | Applicable Relative TSR Vesting Percentage | | Below 25th percentile | 0% | | 25th percentile | 50% | | 50th percentile | 100% | | 75th percentile | 150% | | 90th percentile or above | 175% |

  79. Long-Term Incentive Program

    Following determination of the applicable relative TSR vesting percentage, the vested shares shall be subject to a modifier based on absolute TSR over the same three year performance period. For absolute TSR at or below 30%, no modifier shall be applied and 100% of the vested shares based on the applicable

  80. Long-Term Incentive Program

    | | 2025 Proxy Statement 35 |

  81. Long-Term Incentive Program

    relative TSR vesting percentage shall be earned and delivered. If the Company’s common stock achieves absolute TSR of 100% or more, 200% of the vested shares based on the applicable relative TSR vesting percentage shall be earned and delivered (with linear interpolation between absolute TSR of 30% and 100%). The Compensation Committee made the determination to include the absolute TSR modifier in its performance based restricted stock unit awards as part of a plan to attract and retain key strategic talent across the organization (including, but not limited to, its executive officers and NEOs). In connection therewith, the Committee considered the structure of its performance based awards to be a desirable and appropriate way to bridge the differences between the compensation practices of its fintech peers (which typically offer larger total equity compensation opportunities) and its banking peers, noting that, given its strategic focus and business model, the Company has found itself in greater competition with its fintech peers (as compared to its banking peers) both in hiring for key executive positions and in retaining current executives. In the event that the Company has negative absolute TSR during the performance period, the total number of shares that shall be earned and delivered pursuant to the award is capped at 100% of the target number of shares regardless of the Company’s relative TSR percentile. In addition, if the value of the total number of shares that would be earned and delivered pursuant to the award exceeds 8 times the grant date value of the target number of shares for the award, the number of shares to be actually earned and delivered pursuant to the award will be capped at a number of shares that has a value as of the vesting date equal to 8 times the grant date value of the target number of shares. 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 and absolute TSR. The time vested restricted stock units and stock option grants each vest one-fourth on each of the first four anniversaries of the grant date, generally subject to the NEO’s continued employment through each such anniversary. Stock options are granted with an exercise price equal to the closing stock price of our Common Stock on the NASDAQ Global Select Market as of the date of grant. Further detail regarding the treatment of such outstanding equity awards upon termination of employment of our NEO’s in various circumstances is described in this Proxy Statement in the table included in “Executive Compensation – Potential Payments as a Result of Termination or Change in Control (CIC).”

  82. Employment Agreements

    Employment Agreements We have entered into substantially identical employment agreements with each of our NEOs. The employment agreements are for one (1) 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, Mr. Schreyer, Ms. Forman-Barenblit and Mr. Ritterbusch, as well as, in each case, healthcare coverage continuation for a period of 18 months for Mr. Graft and 12 months for Mr. Voss, Mr. Schreyer, Ms. Forman-Barenblit 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, Mr. Schreyer, Ms. Forman-Barenblit and Mr. Ritterbusch) and the healthcare coverage continuation period is increased to 36 months for Mr. Graft and 24 months for Mr. Voss, Mr. Schreyer, Ms. Forman-Barenblit 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.

  83. Equity Grant Processes

    Equity Grant Processes Our annual equity awards for employees and executive officers, including awards of stock options, are generally approved by our Compensation Committee and issued on May 1st of each year. As described herein under “Director Compensation for Fiscal 2024”, non-employee director equity awards are generally granted each February 1st and July 1st. These grant schedules have remained consistent on a year-over-year basis and were not established with an eye to announcements of material nonpublic information (“MNPI”) regarding the Company. In special circumstances, including the hiring or promotion of an individual or where the Compensation Committee determines it is in the best interest of the Company, the Compensation Committee may approve grants to be effective at other times. Eligible Company employees may also enroll to purchase shares of the Company’s common stock under the terms of the Company’s 2019 Employee Stock Purchase Plan with purchases generally made in February and August using payroll deductions accumulated over the prior six-month period. The Company does not time the release of MNPI for the purpose of affecting the value of executive compensation and may change its equity grant practices in the future. During 2024, the Company did not grant stock options to any NEO during any period beginning four business days before and ending one business day after the filing of any Company periodic report on Form 10-Q or Form 10-K, or the filing of furnishing of any Company current report on Form 8-K that disclosed any MNPI.

  84. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following summary compensation table provides information regarding the compensation of our NEOs for our fiscal years ended December 31, 2024, 2023 and 2022.

  85. 2024 Summary Compensation Table

    | 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 | 2024 | 725,000 | — | 1,896,899 | 453,120 | 369,750 | 70,265 | 3,515,034 | | Director, Vice Chairman, | 2023 | 720,831 | — | 1,614,661 | 398,740 | 456,750 | 69,653 | 3,260,635 | | CEO & President | 2022 | 691,654 | — | 1,198,915 | 349,985 | 478,538 | 54,566 | 2,773,658 | | W. BRADLEY VOSS | 2024 | 400,000 | — | 418,385 | 99,964 | 170,000 | 18,900 | 1,107,249 | | Executive Vice President, | 2023 | 395,832 | — | 404,911 | 99,994 | 168,000 | 18,300 | 1,087,037 | | CFO | 2022 | 370,825 | 263,225 | 240,735 | 70,312 | 170,905 | 17,778 | 1,133,780 | | EDWARD J. SCHREYER | 2024 | 500,000 | — | 915,744 | 218,727 | 255,000 | 17,178 | 1,906,650 | | Executive Vice President, | 2023 | 500,000 | — | 804,917 | 99,994 | 315,000 | 13,200 | 1,733,111 | | COO | 2022 | 500,000 | — | 749,952 | — | 341,820 | 12,200 | 1,603,972 | | MELISSA FORMAN-BARENBLIT | 2024 | 420,833 | — | 444,609 | 106,230 | 180,625 | 13,800 | 1,166,098 | | President, | 2023 | 395,833 | — | 404,911 | 99,994 | 168,000 | 13,200 | 1,081,938 | | TriumphPay | | | | | | | | | | TODD RITTERBUSCH | 2024 | 400,000 | — | 366,237 | 87,469 | 170,000 | 16,650 | 1,040,356 | | President | | | | | | | | | | TBK Bank | 2022 | 369,115 | — | 240,735 | 70,312 | 170,905 | 12,200 | 863,267 |

  86. 2024 Summary Compensation Table

    | (1) Reflects actual base compensation paid during the applicable fiscal year. |

  87. 2024 Summary Compensation Table

    | (2) Reflects the full grant date value of performance shares, restricted stock, restricted stock unit or stock option awards granted to each of our NEO’s computed in accordance with ASC 718. Generally, the full grant date fair value is the amount we will expense in our financial statements over an award’s vesting period as further described in Note 20 to our Annual Report on Form 10-K for the Fiscal Year ended December 31, 2024, filed with the SEC on February 11, 2025. The grant value of performance share awards are based on a Monte Carlo valuation of $107.70 per target share as of the May 1, 2024 grant date for our bank peer group TSR awards (50% of total award), and $121.73 per target share as of the May 1, 2024 grant date for our fintech peer group TSR awards (50% of total award). The grant value of restricted stock unit awards are based on a fair market value of $72.00 per share of our common stock as of the May 1, 2024 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 $37.30 per option share for grants made on May 1, 2024, with an exercise price of $72.00, 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 $72.00 per share of our common stock on the May 1, 2024 grant date would have been $3,171,600 for Mr. Graft, $699,552 for Mr. Voss, $1,531,152 for Mr. Schreyer, $743,328 for Ms. Forman-Barenblit, and $612,288 for Mr. Ritterbusch. |

  88. 2024 Summary Compensation Table

    | (3) Includes the amounts set forth below under “2024 All Other Compensation Table” paid to or on behalf of the NEOs during the applicable fiscal year. |

  89. 2024 Summary Compensation Table

    The following table shows all amounts included in the “All Other Compensation” column for each NEO in 2024:

  90. 2024 Grants of Plan-Based Awards Table

    2024 Grants of Plan-Based Awards Table

  91. 2024 Grants of Plan-Based Awards Table

    | | Grant Date (b) | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(i) | All Other Option Awards: Number of Securities Underlying Options (#)(j) | Exercise or Base Price of Option Awards ($/sh)(k) | Grant Date Fair Value of Stock and Option Awards (l) (2) | | Name | | Threshold ($)(c) | Target ($)(d) | Maximum ($)(e) | Threshold (#)(f) | Target (#)(g) | Maximum (#)(h) | | | | | | Aaron P. Graft | | | | | | | | | | | | | | 5/1/2024 | | | | | | | 6,293 | | | $453,096 | | | 5/1/2024 | | | | | | | | 12,148 | $72.00 | $453,120 | | | 5/1/2024 | | | | — | 12,586 | 44,050 | | | | $1,443,803 | | | | $152,250 | $435,000 | $848,250 | | | | | | | | | W. Bradley Voss | | | | | | | | | | | | | | 5/1/2024 | | | | | | | 1,388 | | | $99,936 | | | 5/1/2024 | | | | | | | | 2,680 | $72.00 | $99,964 | | | 5/1/2024 | | | | — | 2,776 | 9,716 | | | | $318,449 | | | | $70,000 | $200,000 | $390,000 | | | | | | | | | Edward J. Schreyer | | | | | | | | | | | | | | 5/1/2024 | | | | | | | 3,038 | | | $218,736 | | | 5/1/2024 | | | | | | | | 5,864 | $72.00 | $218,727 | | | 5/1/2024 | | | | — | 6,076 | 21,266 | | | | $697,009 | | | | $105,000 | $300,000 | $585,000 | | | | | | | | | Melissa Forman-Barenblit | | | | | | | | | | | | | | 5/1/2024 | | | | | | | 1,475 | | | $106,200 | | | 5/1/2024 | | | | | | | | 2,848 | $72.00 | $106,230 | | | 5/1/2024 | | | | — | 2,950 | 10,324 | | | | $338,410 | | | | $74,375 | $212,500 | $414,375 | | | | | | | | | Todd Ritterbusch | | | | | | | | | | | | | | 5/1/2024 | | | | | | | 1,215 | | | $87,480 | | | 5/1/2024 | | | | | | | | 2,345 | $72.00 | $87,469 | | | 5/1/2024 | | | | — | 2,430 | 8,504 | | | | $278,758 | | | | $70,000 | $200,000 | $390,000 | | | | | | | |

  92. 2024 Grants of Plan-Based Awards Table

    | (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—2024 Summary Compensation Table.” Amounts are considered earned in fiscal year 2024 although they were not paid until 2025. |

  93. 2024 Grants of Plan-Based Awards Table

    | (2) Reflects the full grant date value of performance shares, restricted stock, restricted stock unit or stock option awards granted to each of our NEO’s computed in accordance with ASC 718. Generally, the full grant date fair value is the amount we will expense in our financial statements over an award’s vesting period as further described in Note 20 to our Annual Report on Form 10-K for the Fiscal Year ended December 31, 2024, filed with the SEC on February 11, 2025. The grant value of performance share awards are based on a Monte Carlo valuation of $107.70 per target share as of the May 1, 2024 grant date for our bank peer group TSR awards (50% of total award), and $121.73 per target share as of the May 1, 2024 grant date for our fintech peer group TSR awards (50% of total award). The grant value of restricted stock unit awards are based on a fair market value of $72.00 per share of our common stock as of the May 1, 2024 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 $37.30 per option share for grants made on May 1, 2024, with an exercise price of $72.00, which was the closing price of our common stock on the NASDAQ Global Select Market as of such date. |

  94. 2024 Grants of Plan-Based Awards Table

    | 42 2025 Proxy Statement | |

  95. Outstanding Equity Awards at Fiscal Year-End for 2024

    Outstanding Equity Awards at Fiscal Year-End for 2024 The following table sets forth all unexercised stock options, and unvested restricted stock and restricted stock units awarded to our NEOs by the Company that were outstanding as of December 31, 2024.

  96. Outstanding Equity Awards at Fiscal Year-End for 2024

    | | Option Awards | | | | | Performance Unit Awards | | Stock Awards | | | Name (a) (13) | Number of Securities Underlying Unexercised Options (#) Exercisable (b) | Number of Securities Underlying Unexercised Options (#) Unexercisable (c) (1) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)(d) | Option Exercise Price ($)(e) | Option Expiration Date(f) | Number of Shares or Units of Stock That Have Not Vested (#)(g) | Market Value of Shares or Units of Stock That Have Not Vested ($)(h) (2) | Number of Shares or Units of Stock That Have Not Vested (#)(g) (1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(h) (2) | | Aaron P. Graft | 11,883 | — | — | $25.80 | 4/1/2027 | — | — | — | — | | | 9,739 | — | — | $38.75 | 5/1/2028 | — | — | — | — | | | 7,103 | — | — | $31.00 | 5/1/2029 | — | — | — | — | | | 9,767 | — | — | $26.25 | 5/1/2030 | — | — | — | — | | | 6,201 | 2,068 | — | $88.63 | 5/1/2031 | — | — | — | — | | | 5,443 | 5,443 | — | $69.44 | 5/1/2032 | — | — | — | — | | | 3,955 | 11,868 | — | $51.25 | 5/1/2033 | — | — | — | — | | | — | 12,148 | — | $72.00 | 5/1/2034 | — | — | — | — | | | — | — | — | — | — | 17,640(3) | $1,603,123 | — | — | | | — | — | — | — | — | 54,460(4) | $4,949,325 | — | — | | | — | — | — | — | — | 44,050(5) | $4,003,264 | — | — | | | — | — | — | — | — | — | — | 825 | $74,976 | | | — | — | — | — | — | — | — | 2,520 | $229,018 | | | — | — | — | — | — | — | — | 5,835 | $530,285 | | | — | — | — | — | — | — | — | 6,293 | $571,908 | | W. Bradley Voss | 427 | — | — | $15.87 | 4/1/2026 | — | — | — | — | | | 435 | — | — | $25.80 | 4/1/2027 | — | — | — | — | | | 625 | — | — | $38.75 | 5/1/2028 | — | — | — | — | | | 1,093 | 1,094 | — | $69.44 | 5/1/2032 | — | — | — | — | | | 992 | 2,976 | — | $51.25 | 5/1/2033 | — | — | — | — | | | — | 2,680 | — | $72.00 | 5/1/2034 | — | — | — | — | | | — | — | — | — | — | 3,542(3) | $321,897 | — | — | | | — | — | — | — | — | 13,656(4) | $1,241,057 | — | — | | | — | — | — | — | — | 9,716(5) | $882,990 | — | — | | | — | — | — | — | — | — | — | 288 | $26,173 | | | — | — | — | — | — | — | — | 506 | $49,985 | | | — | — | — | — | — | — | — | 1,464 | $133,048 | | | — | — | — | — | — | | | 1,388 | $126,141 | | Edward J. Schreyer | 992 | 2,976 | — | $51.25 | 5/1/2033 | — | — | — | — | | | — | 5,864 | — | $72.00 | 5/1/2034 | — | — | — | — | | | — | — | — | — | — | 13,656(4) | $1,241,057 | — | — | | | — | — | — | — | — | 21,266(5) | $1,932,654 | — | — | | | — | — | — | — | — | — | — | 16,539 | $1,503,064 | | | — | — | — | — | — | — | — | 5,400 | $490,752 | | | — | — | — | — | — | — | — | 7,317 | $664,969 | | | — | — | — | — | — | — | — | 3,038 | $276,093 |

  97. Outstanding Equity Awards at Fiscal Year-End for 2024

    | | 2025 Proxy Statement 43 |

  98. Outstanding Equity Awards at Fiscal Year-End for 2024

    | | 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) | | Melissa Forman-Barenblit | 1,093 | 1,094 | — | $69.44 | 5/1/2032 | — | — | — | — | | | 992 | 2,976 | — | $51.25 | 5/1/2033 | — | — | — | — | | | — | 2,848 | — | $72.00 | 5/1/2034 | — | — | — | — | | | — | — | — | — | — | 3,542(3) | $321,897 | — | — | | | — | — | — | — | — | 13,656(4) | $1,241,057 | — | — | | | — | — | — | — | — | 10,324(5) | $938,245 | — | — | | | — | — | — | — | — | — | — | 767 | $69,705 | | | — | — | — | — | — | — | — | 506 | $45,985 | | | — | — | — | — | — | — | — | 1,464 | $133,048 | | | — | — | — | — | — | — | — | 1,475 | $134,048 | | Todd Ritterbusch | 1,080 | 361 | — | $88.63 | 5/1/2031 | — | — | — | — | | | — | 1,094 | — | $69.44 | 5/1/2032 | — | — | — | — | | | — | 2,232 | — | $51.25 | 5/1/2033 | — | — | — | — | | | — | 2,345 | — | $72.00 | 5/1/2034 | — | — | — | — | | | — | — | — | — | — | 3,542(3) | $321,897 | — | — | | | — | — | — | — | — | 10,240(4) | $930,611 | — | — | | | — | — | — | — | — | 8,504(5) | $772,844 | — | — | | | — | — | — | — | — | — | — | 144 | $13,087 | | | — | — | — | — | — | — | — | 506 | $45,985 | | | — | — | — | — | — | — | — | 1,098 | $99,786 | | | — | — | — | — | — | — | — | 1,215 | $110,419 |

  99. Outstanding Equity Awards at Fiscal Year-End for 2024

    | (1) Unless separately noted, stock options restricted stock and restricted stock unit awards vest at the rate of 25% per year from the date of award. Unvested or un-exercisable portions of awards reflect the unvested portion of awards issued between 2021 and 2024. Vesting of all such awards may be accelerated upon termination of employment for death or disability, or upon a qualifying termination of employment following a change of control (as defined in our 2014 Omnibus Incentive Plan). |

  100. Outstanding Equity Awards at Fiscal Year-End for 2024

    | (2) The market values for the outstanding stock awards presented as of December 31, 2024, are based on the closing price of our Common Stock of $90.88 per share on December 31, 2024. |

  101. Outstanding Equity Awards at Fiscal Year-End for 2024

    | (3) Performance based restricted stock unit awards shown in row represent total stock return performance shares granted in 2022 as part of the Company’s LTIP program. Shares represented and market value of such awards assume payout at maximum. A prorated portion of such award may vest upon death, disability qualifying termination (after the first anniversary of the grant date) or retirement (after the first anniversary of the grant date) during the performance period, and would be earned and shares issued following completion of the performance period and determination of the Company’s relative TSR. In addition, in the event of a change of control during the performance period, a portion of the award may be earned (and the resulting shares issued unless replaced with a time vested replacement award) based on relative 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). |

  102. Outstanding Equity Awards at Fiscal Year-End for 2024

    | (4) Performance based restricted stock unit awards shown in row represent total stock return performance shares granted in 2023 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 and absolute 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 relative and absolute 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). |

  103. Outstanding Equity Awards at Fiscal Year-End for 2024

    | (5) Performance based restricted stock unit awards shown in row represent total stock return performance shares granted in 2024 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 and absolute 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 relative and absolute 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). |

  104. Outstanding Equity Awards at Fiscal Year-End for 2024

    | 44 2025 Proxy Statement | |

  105. Outstanding Equity Awards at Fiscal Year-End for 2024

    The following information sets forth the stock awards vested and stock options exercised by the NEO’s during the fiscal year ended December 31, 2024.

  106. Outstanding Equity Awards at Fiscal Year-End for 2024

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized Upon Exercise ($) | Number of Shares Acquired on Vesting | Value Realized on Vesting ($) | | Aaron P. Graft | — | $— | 9,870 | $710,640(1) | | W. Bradley Voss | — | $— | 1,195 | $86,040(2) | | Edward J. Schreyer | — | $— | 21,677 | $1,560,744(3) | | Melissa Forman-Barenblit | — | $— | 1,506 | $108,432(4) | | Todd Ritterbusch | 5,713 | $361,282 | 1,966 | $141,552(5) |

  107. Outstanding Equity Awards at Fiscal Year-End for 2024

    | (1) Consists of 5,016 performance based restricted stock units (relative TSR) that vested and settled with a closing market price of $72.00 on May 1, 2024, and 4,854 restricted stock awards and units that vested upon the lapse of restrictions with a closing market price of $72.00 on the May 1, 2024 vesting date. |

  108. Outstanding Equity Awards at Fiscal Year-End for 2024

    | (2) Consists of 1,195 restricted stock awards and units that vested upon the lapse of restrictions with a closing market price of $72.00 on the May 1, 2024 vesting date. |

  109. Outstanding Equity Awards at Fiscal Year-End for 2024

    | (3) Consists of 21,677 restricted stock awards and units that vested upon the lapse of restrictions with a closing market price of $72.00 on the May 1, 2024 vesting date. |

  110. Outstanding Equity Awards at Fiscal Year-End for 2024

    | (4) Consists of 1,506 restricted stock awards and units that vested upon the lapse of restrictions with a closing market price of $72.00 on the May 1, 2024 vesting date. |

  111. Outstanding Equity Awards at Fiscal Year-End for 2024

    | (5) Consists of 874 performance based restricted stock units (relative TSR) that vested and settled with a closing market price of $72.00 on May 1, 2024, and 1,092 restricted stock awards and units that vested upon the lapse of restrictions with a closing market price of $72.00 on the May 1, 2024 vesting date. |

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

    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 NEO upon termination that would exceed the compensation or benefits generally available to salaried employees in each termination scenario. Benefits and payments are calculated assuming a December 31, 2024, employment termination date.

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

    | Name/Termination Scenario | | Severance ($) | Stock Awards ($) (3) | Stock Options ($) (4) | Welfare Benefits ($) | Total | | Aaron P. Graft | | | | | | | | | Voluntary Resignation | — | — | — | — | — | | | Termination for Cause | — | — | — | — | — | | Qualifying Termination (no change in control) (1) | | $1,087,500 | $4,180,779 | — | $44,193 | $5,312,472 | | Qualifying Termination—Change in Control (1) | | $2,610,013 | $11,961,898 | $3,446,029 | $88,387 | $18,106,327 | | | Death | — | $6,479,016 | $3,446,029 | — | $9,925,045 | | | Disability | — | $6,479,016 | $3,446,029 | — | $9,925,045 | | | Retirement (2) | — | — | — | — | — | | W. Bradley Voss | | | | | | | | | Voluntary Resignation | — | — | — | — | — | | | Termination for Cause | — | — | — | — | — | | Qualifying Termination (no change in control) (1) | | $400,000 | $833,914 | — | $27,606 | $1,261,520 | | Qualifying Termination—Change in Control (1) | | $969,635 | $2,616,344 | $347,660 | $55,212 | $3,988,851 | | | Death | — | $1,362,020 | $347,660 | — | $1,709,680 | | | Disability | — | $1,362,020 | $347,660 | — | $1,709,680 | | | Retirement (2) | — | — | — | — | — | | Edward J. Schreyer | | | | | | | | | Voluntary Resignation | — | — | — | — | — | | | Termination for Cause | — | — | — | — | — | | Qualifying Termination (no change in control) (1) | | $500,000 | 690,734 | — | $29,462 | $1,220,196 | | Qualifying Termination—Change in Control (1) | | $1,303,940 | $4,605,526 | $267,964 | $58,925 | $6,236,355 | | | Death | — | $2,553,204 | $267,964 | — | $2,821,168 | | | Disability | — | $2,553,204 | $267,964 | — | $2,821,168 | | | Retirement (2) | — | — | — | — | $— | | Melissa Forman-Barenblit | | | | | | | | | Voluntary Resignation | — | — | — | — | — | | | Termination for Cause | — | — | — | — | — | | Qualifying Termination (no change in control) (1) | | $425,000 | $977,094 | — | $29,462 | $1,431,556 | | Qualifying Termination—Change in Control (1) | | $1,023,178 | $2,883,986 | $257,911 | $58,925 | $4,224,000 | | | Death | — | $1,568,950 | $257,911 | — | $1,826,861 | | | Disability | — | $1,568,950 | $257,911 | — | $1,826,861 | | | Retirement (2) | — | — | — | — | — | | Todd Ritterbusch | | | | | | | | | Voluntary Resignation | — | — | — | — | — | | | Termination for Cause | — | — | — | — | — | | Qualifying Termination (no change in control) (1) | | $400,000 | $804,309 | — | $17,212 | $1,221,521 | | Qualifying Termination—Change in Control (1) | | $969,635 | $2,294,629 | $159,425 | $34,423 | $3,458,112 | | | Death | — | $1,245,800 | $159,425 | — | $1,405,225 | | | Disability | — | $1,245,800 | $159,425 | — | $1,405,225 | | | Retirement (2) | — | $— | $— | — | $— |

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

    | (1) A “Qualifying Termination” is a termination of employment by the Company other than for Cause, or a termination of employment by the executive for Good Reason, in each case as such terms are defined in the employment agreement for the applicable named executive officer. A termination of employment is considered a termination in connection with a Change in Control if such termination occurs within 24 months after a Change in Control (as such term is defined in the employment agreement for the applicable NEO). |

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

    | (2) Retirement is defined as termination (other than for cause) after reaching age 65 or after reaching age 62 and completing at least five (5) years of employment. As of December 31, 2024, there are no named executive eligible to retire in accordance with the Company’s policy and the terms of its equity incentive compensation and benefit plans. |

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

    | 46 2025 Proxy Statement | |

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

    | (3) Unvested restricted stock or restricted stock unit awards vest in full upon a Qualifying Termination within 24 months of a change in control, death or disability. Our restricted stock or restricted stock unit awards permit continued vesting of unvested equity awards upon retirement assuming conditions are met as specified within the applicable award agreement. A prorated portion of unvested TSR performance awards may vest upon death, disability, Qualifying Termination or retirement during the performance period, and would be earned and shares issued following completion of the performance period and determination of the Company’s relative TSR. Unvested TSR performance awards may be earned upon a change in control based on the Company’s relative TSR immediately prior to the change in control (and the resulting shares issued unless replaced with a time vested replacement award) based on TSR through the change in control. Upon a Qualifying Termination within 24 months of a change in control, the time vested replacement award would vest in full. The calculations above assume the Company earns payout at stretch levels (modified by any applicable proration) for all outstanding TSR performance awards. Value of all stock awards were calculated assuming the closing price of our common stock on December 31, 2024 of $90.88 per share. |

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

    | (4) 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, 2024 and the option exercise price. |

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

    | | 2025 Proxy Statement 47 |

  120. Pay Versus Performance

    Pay Versus Performance The following provides information regarding compensation actually paid to the Company’s Chief Executive Officer and our other NEOs along with the cumulative total shareholder return of the Company and a peer group index, the Company’s net income and fully-diluted earnings per share, which is the most important financial performance measure (that is not otherwise disclosed in the table) used by the Company to link compensation actually paid to the Company’s NEOs, for 2024, to Company performance. Compensation actually paid, as determined under SEC requirements, does not reflect the actual amount of compensation earned by or paid to our executive officers during a covered year.

  121. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment (3) Based On: | | | | | | Year | Summary Compensation Table Total for CEO (1) | Compensation Actually Paid to CEO | Average Summary Compensation Table total for Other NEOs ($) | Average Compensation Actually Paid to Other NEOs (2) ($) | Cumulative TSR (Company) ($) | Cumulative TSR (Peer Group) ($) | Measurement Period | Net Income ($ in thousands) | Fully- Diluted Earnings Per Share ($) | | 2024 | $3,515,034 | $5,130,874 | $1,305,088 | $1,731,647 | $239.03 | $111.03 | 5 years | $16,090 | $0.54 | | 2023 | $3,260,635 | $6,465,372 | $1,217,370 | $2,215,890 | $210.89 | $95.12 | 4 years | $41,081 | $1.61 | | 2022 | $2,773,658 | $(3,002,778) | $1,335,632 | $(1,976,371) | $128.54 | $101.92 | 3 years | $102,311 | $3.96 | | 2021 | $2,444,169 | $8,422,937 | $742,621 | $3,220,220 | $313.20 | $124.84 | 2 years | $112,974 | $4.35 | | 2020 | $1,448,058 | $2,167,082 | $710,422 | $1,056,740 | $127.70 | $89.37 | 1 year | $64,024 | $2.53 |

  122. Pay Versus Performance

    | (1) Aaron P. Graft served as our President and Chief Executive Officer for each of the years presented in the table. Compensation actually paid to Mr. Graft for each the years presented in the table, as calculated in accordance with SEC regulations, was as follows: |

  123. Pay Versus Performance

    | | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | 2020 ($) | | Total compensation in Summary Compensation Table | $3,515,034 | $3,260,635 | $2,773,658 | $2,444,169 | $1,448,058 | | Minus: aggregate change in pension value | — | — | — | — | — | | Minus: stock awards reported in Summary Compensation Table | (2,350,019) | (2,013,401) | (1,548,900) | (1,231,952) | (370,115) | | Plus: fair value* at fiscal year-end of unvested stock awards granted during covered fiscal year | 3,012,961 | 3,590,486 | 731,351 | 1,716,562 | 908,136 | | Plus/Minus: change in fair value* at fiscal year-end of unvested stock awards granted in any prior fiscal year | 1,012,293 | 1,439,482 | (2,833,766) | 5,280,948 | 203,729 | | Plus/Minus: change in fair value at vesting date of stock awards granted in any prior fiscal year | (59,396) | 188,170 | (2,125,121) | 213,210 | (22,726) | | Minus: stock awards forfeited during covered fiscal year | — | — | — | $— | $— | | Compensation actually paid | $5,130,874 | $6,465,372 | $(3,002,778) | $8,422,937 | $2,167,082 |

  124. Pay Versus Performance

    | * The equity awards included above include restricted stock awards, restricted stock unit awards, performance based restricted stock unit awards and non-qualified stock option awards granted from 2018 through 2024. The amounts are based on the fair value of the equity awards as of the applicable year end or vesting date as required by SEC rules. Measurement date equity fair values are calculated with assumptions derived on a basis consistent with those used for grant date fair value purposes. Restricted stock or restricted stock unit awards are valued based on the closing price of our common stock on the relevant measurement date. Performance restricted stock units are valued based on a Monte Carlo simulation as of the relevant measurement date consistent with ASC 718. Stock options are valued based on a Black-Scholes valuation as of the relevant measurement date consistent with ASC 718. |

  125. Pay Versus Performance

    | 48 2025 Proxy Statement | |

  126. Pay Versus Performance

    | (2) The other NEOs for each of the years presented in the table were as follows: for 2024, W. Bradley Voss, Edward J. Schreyer, Melissa Forman-Barenblit and Todd Ritterbusch; for 2023, W. Bradley Voss, Edward J. Schreyer, Melissa Forman-Barenblit and Gail Lehmann; for 2022, W. Bradley Voss, Edward J. Schreyer, Gail Lehmann, Todd Ritterbusch and Geoffrey P. Brenner; for 2021: W. Bradley Voss, Gail Lehmann, Adam D. Nelson, Todd Ritterbusch and R. Bryce Fowler; for 2020: W. Bradley Voss, Gail Lehmann, Adam D. Nelson and Todd Ritterbusch. Compensation actually paid to such other NEOs for each the years presented in the table, as calculated in accordance with SEC regulations, was as follows: |

  127. Pay Versus Performance

    | | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | 2020 ($) | | Total compensation in Summary Compensation Table | $1,305,088 | $1,217,370 | $1,335,632 | $742,621 | $710,422 | | Minus: aggregate change in pension value | — | — | — | — | — | | Minus: stock awards reported in Summary Compensation Table | (664,341) | (573,337) | (507,859) | (216,783) | (185,346) | | Plus: fair value* at fiscal year-end of unvested stock awards granted during covered fiscal year | 851,752 | 1,000,546 | 195,655 | 325,645 | 454,772 | | Plus/Minus: change in fair value* at fiscal year-end of unvested stock awards granted in any prior fiscal year | 300,541 | 528,707 | (1,657,082) | 2,284,988 | 88,231 | | Plus/Minus: change in fair value at vesting date of stock awards granted in any prior fiscal year | (61,393) | 42,604 | (954,373) | 83,749 | (11,339) | | Minus: stock awards forfeited during covered fiscal year | — | — | (388,344) | — | — | | Compensation actually paid | $1,731,647 | $2,215,890 | $(1,976,371) | $3,220,220 | $1,056,740 |

  128. Pay Versus Performance

    | * See Note 1 above for information on the remeasurement of fair value of stock awards at fiscal year-end and vesting dates. |

  129. Pay Versus Performance

    | (3) Cumulative total shareholder return (TSR) assumes an initial investment of $100 as of the market close on December 31, 2019 in our common stock and in the common stock of companies within our peer group. TSR for our common stock was 27.70% in 2020, 145.27% in 2021, (58.96)% in 2022, 64.07% in 2023, and 13.34 in 2024, for a cumulative four-year TSR of 239.03%. A $100 investment in our common stock on December 31, 2019 would be valued at $239.03 as of December 31, 2024, which outperformed our peers. The peer group used for this purpose is the Nasdaq Bank Index. |

  130. CEO Pay Ratio

    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, 2024. 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 2024. After determining the median employee, we calculated the CEO’s and the median employee’s 2024 total compensation in the same manner as the CEO’s compensation provided in the summary compensation table. Based on the foregoing, the CEO’s 2024 annual total compensation is $3,515,034 and the median annual total compensation of all employees (except for the CEO) is $73,920, resulting in a CEO pay ratio of approximately 47.6 to 1.

  131. CEO Pay Ratio

    | | 2025 Proxy Statement 51 |

  132. DIRECTOR COMPENSATION FOR FISCAL 2024

    DIRECTOR COMPENSATION FOR FISCAL 2024

  133. 2024 Director Compensation

    2024 Director Compensation In connection with their service on our Board of Directors in 2024, 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 provided by our independent consultant. Our director fees for 2024 are outlined in the table below.

  134. 2024 Director Compensation

    | | CHAIR ($) | | MEMBER ($) | | | Triumph Financial, Inc. Board and Committees | CASH | STOCK | CASH | STOCK | | Board | $55,000 | $100,000(1) | $40,000 | $75,000(1) | | Audit Committee | $37,500 | — | $12,500 | — | | Compensation Committee | $12,000 | — | $3,000 | — | | Nominating & Corporate Governance Committee | $12,000 | — | $3,000 | — | | Risk & Compliance Committee | $30,000 | — | $10,000 | — | | TBK Bank, SSB Board and Committees | | | | | | Board | $15,000 | | $10,000 | | | ALCO Committee | $7,500 | — | $5,000 | — | | CRA | 6,000 | — | $3,000 | — | | Executive Loan Committee | $35,000 | — | $15,000 | — | | Triumph Financial Services LLC Board | $7,500 | $15,000(1) | $7,500 | $15,000(1) | | Triumph Insurance Group, Inc. Board | $2,500 | $5,000(1) | $2,500 | $5,000(1) |

  135. 2024 Director Compensation

    | (1) Target award value issued one half on February 1, 2024 and one half on July 1, 2024. |

  136. 2024 Director Compensation

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

  137. 2024 Director Compensation

    | 52 2025 Proxy Statement | |

  138. 2024 Director Compensation

    The following table sets forth compensation paid, earned or awarded during 2024 to each of our directors. The table also includes compensation earned by each director that is attributable to such director’s service on the Board of Directors or Committees of TBK Bank, SSB or its subsidiaries, as applicable.

  139. 2024 Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | All Other Compensation ($) (2) | Total Compensation ($) | | Charles A. Anderson | 55,000 | 74,994 | 10,000 | 139,994 | | Harrison B. Barnes | 43,000 | 74,994 | 13,000 | 130,994 | | Debra A. Bradford | 62,500 | 74,994 | 15,000 | 152,494 | | Richard L. Davis | 46,000 | 74,994 | 10,000 | 130,994 | | Davis Deadman | 50,000 | 74,994 | 56,000 | 180,994 | | Laura K. Easley | 73,000 | 94,827 | 20,000 | 187,827 | | Aaron P. Graft | — | — | — | — | | Maribess L. Miller | 64,500 | 74,994 | 16,395 | 155,889 | | Michael P. Rafferty | 87,500 | 74,994 | 15,000 | 177,494 | | Carlos M. Sepulveda, Jr. | 58,000 | 119,802 | 41,800 | 219,602 | | C. Todd Sparks | 52,500 | 74,994 | 32,500 | 159,994 |

  140. 2024 Director Compensation

    | (1) The grant date fair value of each award is based on the number of shares granted and the NASDAQ closing price of our common stock on the date of grant. |

  141. 2024 Director Compensation

    | (2) Reflects cash retainers received for service on the boards of directors and board committees of TBK Bank, SSB and its subsidiaries plus medical wellness reimbursements of $6,395 to Ms. Miller and $1,800 to Mr. Sepulveda. |

  142. 2024 Director Compensation

    | | 2025 Proxy Statement 53 |

  143. Treatment of Outstanding Equity Awards following a Change in Control

    Treatment of Outstanding Equity Awards following a Change in Control The Omnibus Incentive Plan provides that, unless otherwise set forth in an award agreement, in the event of a change in control (as defined in the Omnibus Incentive Plan), (1) any stock option or SAR will become fully exercisable and vested, (2) the restrictions on any restricted stock will lapse and the shares will vest and become transferable, (3) all restricted stock units will be considered earned and payable in full and any restrictions will lapse, and (4) any performance-based awards will be deemed earned and payable in full, with the applicable performance goals to be deemed achieved at the greater of target or actual performance through the date of the change in control. The Committee may also make additional adjustments and/or settlements of outstanding equity awards as it deems appropriate and consistent with the purposes of the Omnibus Incentive Plan. A “change in control” is generally deemed to occur under the Omnibus Incentive Plan upon:

  144. Treatment of Outstanding Equity Awards following a Change in Control

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

  145. Treatment of Outstanding Equity Awards following a Change in Control

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

  146. Treatment of Outstanding Equity Awards following a Change in Control

    | 64 2025 Proxy Statement | |

  147. Treatment of Outstanding Equity Awards following a Change in Control

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

  148. Treatment of Outstanding Equity Awards following a Change in Control

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

  149. Treatment of Outstanding Equity Awards following a Change in Control

    | (iv) the approval by our shareholders of a complete liquidation or dissolution of the Company. |