DEF 14A of Triumph Financial, Inc., Mar 11, 2026

DEF 14A of Triumph Financial, Inc.

Filed Mar 11, 2026 · FY20250001193125-26-102190

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS

  2. Introduction

    Introduction The terms of three of our current directors, Harrison Barnes, Richard L. Davis and Maribess Miller, will expire at the Annual Meeting. We thank Mr. Barnes, Mr. Davis and Ms. Miller for their dedicated service to the Company. The size of our Board will be decreased to nine directors effective as of the Annual Meeting with the director nominees standing for re-election as set forth below filling such seats. Upon the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors has nominated each of the directors noted below (whom we refer to as the “nominees”) to stand for re-election for a one (1) year term expiring at the 2027 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, Chief Executive Officer and President | | Charles A. Anderson | Director | | Debra A. Bradford | Director | | Davis Deadman | Director | | Laura K. Easley | Director | | Melissa K. McSherry | 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

    | | 2026 Proxy Statement 5 |

  7. Information Concerning the Director Nominees

    Information Concerning the Director Nominees Biographical information for each director nominee appears below. Each of the director nominees was last elected by the shareholders at the 2025 annual meeting. The information is based entirely upon information provided by the respective director nominees.

  8. Information Concerning the Director Nominees

    | | | Director Since | | | Committee Membership | | | | | Name | Age | | Position | Independent | AC | CC | NCGC | RCC | | Charles A. Anderson | 65 | 2010 | Director | ✓ | | C | ✓ | | | Debra A. Bradford | 67 | 2020 | Director | ✓ | ✓ | | | ✓ | | Davis Deadman | 62 | 2023 | Director | ✓ | | | | ✓ | | Laura K. Easley | 61 | 2020 | Director | ✓ | | | ✓ | C | | Aaron P. Graft | 48 | 2010 | Director, Vice Chairman, Chief Executive Officer & President | | | | | | | Melissa K. McSherry | 53 | 2025 | Director | ✓ | | | | ✓ | | Michael P. Rafferty | 71 | 2014 | Director | ✓ | C | | | ✓ | | Carlos M. Sepulveda, Jr. | 68 | 2010 | Director & Chairman | ✓ | | ✓ | | | | C. Todd Sparks | 58 | 2010 | Director | ✓ | ✓ | | | |

  9. Information Concerning the Director Nominees

    | C | Committee Chair |

  10. Information Concerning the Director Nominees

    | ✓ | Member |

  11. Information Concerning the Director Nominees

    | AC | Audit Committee |

  12. Information Concerning the Director Nominees

    | CC | Compensation Committee |

  13. Information Concerning the Director Nominees

    | NCGC | Nominating and Corporate Governance Committee |

  14. Information Concerning the Director Nominees

    | RCC | Risk and Compliance Committee |

  15. Information Concerning the Director Nominees

    We believe our director nominees represent a broad mix of tenure, experience and viewpoints, with robust independence. 33% of our director nominees are women, 67% are men, 11% have racial/ethnic diversity and 89% are white.

  16. Information Concerning the Director Nominees

    | Director Tenure | Independence | | | |

  17. Information Concerning the Director Nominees

    Items above are depicted giving effect to the director nominees standing for election at the Annual Meeting.

  18. Information Concerning the Director Nominees

    | 6 2026 Proxy Statement | |

  19. 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.

  20. 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. | | 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 intelligence businesses, 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. |

  21. Director Qualifications and Attributes

    | | 2026 Proxy Statement 7 |

  22. Director Qualifications and Attributes

    The table below summarizes the key experience, qualifications and attributes for each director nominee 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.

  23. Director Qualifications and Attributes

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

  24. Director Qualifications and Attributes

    | 8 2026 Proxy Statement | |

  25. Directors Standing for Election at the 2026 Annual Meeting

    Directors Standing for Election at the 2026 Annual Meeting

  26. Directors Standing for Election at the 2026 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, our bank subsidiary. Since March 2014, Mr. Sepulveda has served on | Chairman of the Board Independent Director Director Since 2010 Age 68 Board Committees: • Compensation Key Qualifications and Expertise: • Senior Leadership Experience • Financial Experience • Diversity Other Current Public Boards: • Cinemark Holdings, Inc. | | the Board 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, a position he has held since 2010. He also serves as the Vice Chairman and Chief Executive Officer of TBK | Director Director Since 2010 Age 48 Key Qualifications and Expertise: • Banking Experience • Senior Leadership Experience • Transportation and Payments Experience • Technology and Cybersecurity Experience | | Bank, SSB, our bank subsidiary. 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. | | |

  27. Directors Standing for Election at the 2026 Annual Meeting

    | | 2026 Proxy Statement 9 |

  28. Directors Standing for Election at the 2026 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 and has | Independent Director Director Since 2010 Age 65 Board Committees: • Compensation (Chair) • Nominating Corporate Governance Key Qualifications and Expertise: • Senior Leadership Experience Other Current Public Boards: • Highwoods Properties, Inc. | | served as a principal of such firm since 2003. Prior to that, Mr. Anderson was associated with the Trammell Crow Company where he served as Senior Executive Director, responsible for the Development and Investment Group for the Western half of the United States. Since 2014, Mr. Anderson has served on the Board of Directors and as a member of the Investment Committee of Highwoods Properties, Inc. (NYSE:HIW), a publicly traded real estate investment trust. He earned his Bachelor of Business Administration and Master of Business Administration from Southern Methodist University, where he graduated summa cum laude. | | | | | Debra A. Bradford Retired President and Chief Financial Officer First American Payment Systems Debra A. Bradford is the retired President and Chief Financial Officer of First American Payment Systems, an industry leader and global solutions provider in merchant account services. Ms. Bradford joined | Independent Director Director Since 2020 Age 67 Board Committees: • Audit • Risk and Compliance Key Qualifications and Expertise: • Financial Experience • Senior Leadership Experience • Transportation and Payments Experience • Technology and Cybersecurity Experience Other Current Public Boards: • Intermex International Money Express, Inc. | | First American Payment Systems by Deluxe in 2001 and served as President and Chief Financial Officer from 2008 until her retirement in 2025. 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 First 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. | | | | | 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 | Independent Director Director Since 2023 Age 62 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. | | |

  29. Directors Standing for Election at the 2026 Annual Meeting

    | 10 2026 Proxy Statement | |

  30. Directors Standing for Election at the 2026 Annual Meeting

    | | 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 61 Board Committees: • Nominating Corporate Governance • Risk and Compliance (Chair) Key Qualifications and Expertise: • Senior Leadership Experience • 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. | | | | | 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 a board member for two other private companies in addition to Triumph and for two non-profits. From 2022 | Independent Director Director Since 2025 Age 53 Board Committees: • Risk and Compliance Key Qualifications and Expertise: • Banking Experience • Senior Leadership Experience • Transportation and Payments Experience • Technology and Cybersecurity Experience | | 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. Prior to that, from 2016 to 2022, she served as 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. | | | | | 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 71 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. | | |

  31. Directors Standing for Election at the 2026 Annual Meeting

    | | 2026 Proxy Statement 11 |

  32. Directors Standing for Election at the 2026 Annual Meeting

    | | C. Todd Sparks Vice President and Chief Financial Officer Discovery Operating Inc. C. Todd Sparks serves as Vice President and Chief Financial Officer of Discovery Operating Inc., an oil and gas exploration and production company located in Midland, Texas a position he has | Independent Director Director Since 2010 Age 58 Board Committees: • Audit Key Qualifications and Expertise: • Banking Experience • Financial Experience • Senior Leadership Experience | | held since 2000. 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. | | |

  33. Directors Standing for Election at the 2026 Annual Meeting

    | 12 2026 Proxy Statement | |

  34. Directors with Terms Expiring at the Annual Meeting

    | | 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 33 Board Committees: • Compensation Key Qualifications and Expertise: • Banking Experience | | 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. | | | | | 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 | Independent Director Director Since 2010 Age 72 Board Committees: • Compensation • Nominating Corporate Governance Key Qualifications and Expertise: • Senior Leadership Experience | | Ernst & 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. | | | | | 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 73 Board Committees: • Nominating Corporate Governance (Chair) • Audit Key Qualifications and Expertise: • Financial Experience • Senior Leadership Experience 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. | | |

  35. Board Committees

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

  36. 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, including caps on all incentives » Maintain a clawback policy for incentive compensation » Require ownership through our Stock Ownership Guidelines » Provide “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 payments » 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 awards |

  37. Executive Compensation Objectives and Policies

    | Compensation Principles | How we achieve these principles | | Market Competitive | » Base pay ranges are designed to target market competitive ranges with flexibility to recognize individual performance, experience and contributions. » Total compensation is targeted to market competitive ranges for achieving targeted performance levels. Actual total compensation varies as appropriate to reflect individual and Company performance above or below expectations. » Market levels are assessed 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 a network platform in the transportation industry, which are in each case reviewed annually. | | Performance-Based | » Cash incentive opportunities under our Annual Incentive Program (“AIP”) are 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 Network Density, (iii) LoadPay Card Adoption and (iv) Factoring Market Share, as well as execution for each executive on individual performance objectives. » Equity compensation awards under our long-term incentive program (“LTIP”) consist of 50% performance-based restricted stock units earned 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 | » Meaningful portion of target compensation granted in the form of equity incentives and stock ownership guidelines encourage significant ownership by directors and executive officers. | | Long-Term Focus | » Long-term equity compensation and vesting requirements promote retention and align rewards with long-term shareholder value creation. |

  38. Executive Compensation Objectives and Policies

    | Compensation Component | Purpose/Objective | | Base Salary | » Provides a competitive level of fixed income based on role; targets a competitive range around market median. | | Annual Incentive Program | » Motivates and rewards executives for achievement 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 » Multi-year vesting encourages retention. | | Other Benefits | » Provides a base level of competitive benefits consistent with what is offered to similarly situated executive talent; and » Promotes the health and wellbeing of members of our leadership team. | | Employment Agreements | » Provides employment security to key executives; and » Focuses executives on transactions that are in the best interest of shareholders, regardless of the impact such transactions may have on the executive’s employment. |

  39. Role of Compensation Committee Management and the Compensation Consultant

    Role of Compensation Committee Management and the Compensation Consultant

  40. 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 compensation programs of the Company’s CEO and other executive officers. The Compensation Committee reviews all compensation components and performance metrics for the Company’s CEO 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 pay elements in the context of 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.

  41. 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 2025, the Compensation Committee engaged Meridian Compensation Partners LLC (“Meridian”) as its outside compensation consultant. The role of the 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 the Compensation Committee on the implementation of the Company’s annual incentive and long-term incentive programs for

  42. Role of the Compensation Consultant

    | 28 2026 Proxy Statement | |

  43. Role of the Compensation Consultant

    2025. 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 NYSE and concluded that Meridian’s work for the Compensation Committee did not raise any conflicts of interest.

  44. Peer Group and Competitive Benchmarking

    Peer Group and Competitive Benchmarking The Committee made its determinations as to the compensation for its NEOs in 2025, 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 in totality when making compensation decisions.

  45. Banking Peer Group

    Banking Peer Group In assessing the appropriateness of the banking peer group, the Committee, based on recommendations from Meridian, took into consideration asset size as the primary selection criteria, in addition to annual revenue and market capitalization. The Committee further focused on companies with the highest percentage of Commercial and Industrial (“C&I”) loans. At the time of approval in 2024, the banking compensation peer group consisted of banks with assets between $4.4 billion and $14.5 billion, revenues between $148 million and $631 million, and market capitalization between $288 million and $4.1 billion. The Company had total assets of $5.3 billion, revenues of $418 million, and a market capitalization of $1.9 billion at such time. Overall the Company ranked in the first quartile of its peer group for asset size, the third quartile of its peer group for revenues and the top quartile of its peer group for market capitalization.

  46. 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. | |

  47. Banking Peer Group

    | | 2026 Proxy Statement 29 |

  48. 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 is 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. At the time of approval in 2024, the fintech peer group consisted of fintech companies with revenues between $31 million and $831 million, and market capitalization between $27 million and $3.6 billion. 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.

  49. 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. | Payoneer Global, Inc. |

  50. Fintech Peer Group

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

  51. 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 2024 and 2025 and the year over year percentage change in salaries.

  52. 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. 2025 Target Bonuses. Target bonuses are established by the Compensation Committee considering competitive market data, individual performance and internal pay equity. For the 2025 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, Mr. Ritterbusch and Mr. Nelson. Each NEO was eligible to receive a bonus payout of between 0% and 150% of his or her respective target bonus, with the realized 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. 2025 Performance Measures, Weightings and Goals. For 2025, the Compensation Committee approved AIP goals related to the following six measures:

  53. Annual Incentive Program

    | • | Invoice Price Adjusted Earnings Per Share; |

  54. Annual Incentive Program

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

  55. Annual Incentive Program

    | • | Payments Network Density; |

  56. Annual Incentive Program

    | • | LoadPay Adoption; |

  57. Annual Incentive Program

    | • | Factoring Segment Market Share; and |

  58. Annual Incentive Program

    | • | Individual and Business Unit Objectives. |

  59. Annual Incentive Program

    Each of the financial and business segment metrics was assigned a 15% weighting, and the Individual and Business Unit Objectives metric was assigned a 25% weighting. In setting the objectives for 2025, the Committee continued its approach from prior years in setting metrics relevant to each of the Company’s business segments, but chose to update the metrics for Payments (to Network Density) and Factoring (to Market Share) to reflect updates to strategic focus in those areas. It also chose to add an objective specific to LoadPay to highlight the importance of this new initiative following its initial launch in 2024. Finally, it retained Invoice Price Adjusted Earnings Per Share as an enterprise level financial measure. The selected performance measures were directly linked to our 2025 business plan and were deemed to be most reflective of our annual performance against strategic objectives, as more fully described below. Invoice Price Adjusted Earnings Per Share (“EPS”) was used as the Company’s overall enterprise objective, as the Compensation Committee believes this measure is 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

  60. Annual Incentive Program

    | | 2026 Proxy Statement 31 |

  61. Annual Incentive Program

    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. Target for 2025 Invoice Price Adjusted EPS was set at $0.73 per share, compared to actual results for this metric of $0.61 per share in 2024. In setting such metric, the Compensation Committee reviewed the Company’s budget and forecast for the year and the expectation of growth in the Company’s Payments and Factoring segments, offset in part by continued macro pressure in the transportation sector coupled with expected interest rate cuts negatively impacting earnings in the Company’s Banking segment. 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. The target for 2025 Banking Segment Pre-Tax Net Income was set at $113 million, compared to actual results for this metric of $114.5 million in 2025. In setting such target, which the Compensation Committee noted was slightly below actual results for 2024, but aligned with our annual business plan, the Compensation Committee reviewed the expected impact of anticipated interest rates cuts on the anticipated earnings for the Banking segment as well as continued pressure on lending yields for the Company’s loans in the Banking segment. In determining to use Payments Network Volume as the AIP objective for the Payments Segment, the Compensation Committee noted the importance of the breadth and depth of transactions touched through the Company’s payments, audit, AP automation and intelligence products, particularly given the launch of the Intelligence segment during the year. It was noted that progress for this metric would reflect both growth and expansion of the Company’s core payments and audit offerings, and would also be complimentary to the Company’s Intelligence offerings, as the quality of such products would be directly correlated to the amount and veracity of the information informing such products. The Company had just crossed over 50% in Payments Network Density at the start of 2025, and the Compensation Committee believed target performance of 60% at year end would demonstrate significant progress in this area and would position the Company to benefit from network effects in both enhancing and marketing all of the transportation products and services within the Network (i.e. Payments, Audit, Intelligence, LoadPay and Factoring). LoadPay Adoption, defined as the number of active LoadPay accounts as of the date of determination, was included as a standalone objective following the initial launch of LoadPay in 2024. The number of active accounts at year end was used as the objective given the importance of establishing a critical mass of accounts in the marketplace to provide a base against which to continue to grow and monetize the product. It was noted that LoadPay was a key element of the Company’s strategy to link its factoring and payments businesses in providing a complete suite of business solutions for its carrier customers. While LoadPay was in its first year of material growth in 2025 (active accounts as of the end of 2024 were approximately 200), the determination of a target objective (set at 8000 LoadPay accounts) was based on a review of comparable new program launches at other companies and in other industries. As such, the Compensation Committee acknowledged performance against such target might have a higher variability than other objectives, but that performance anywhere between threshold and stretch levels would constitute success in its primary goal of establishing a critical mass of accounts.

  62. Annual Incentive Program

    | 32 2026 Proxy Statement | |

  63. Annual Incentive Program

    For the Factoring Segment, market share, defined as invoice count processed by our Factoring Segment compared to invoice volume for the factoring industry as a whole, was deemed to be a key area of focus given the Company’s stated strategic priority to grow its factoring revenues during a time of constrained growth for its client base given the ongoing freight recession. Target was set at 17%, compared to a market share of 13.9% at year end for 2024, which the Compensation Committee believed to be an aggressive target consistent with the Company’s strategic focus and the opportunities available for growth, including the Company’s newly launched Factoring-as-a-Service (FaaS) product. 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 for performance in between these levels. The table below shows that for 2025 the Company performed above stretch for the Invoice Price Adjusted EPS objective, above threshold but below target for the Banking Segment Pre-Tax Net Income, Payments Network Density and LoadPay Adoption objectives, and below Threshold for the Factoring Market Share objective. In addition, each NEO was determined to have achieved his or her individual and business unit objectives goal at 100% of target.

  64. Annual Incentive Program

    | Performance Measure | Weighting | Threshold | Target | Stretch | Actual | Earned % | | Invoice Price Adjusted Earnings Per Share (1) | 15% | $0.51 | $0.73 | $0.95 | $0.96 | 150% | | Banking Segment Pre-Tax Net Income (2) | 15% | $93.0 | $113.0 | $133.0 | $107.0 | 84% | | Payments Network Density (3) | 15% | 55% | 60% | 65% | 59% | 93% | | LoadPay Adoption (4) | 15% | 5,000 | 8,000 | 12,000 | 5,892 | 62% | | Factoring Market Share | 15% | 15% | 17% | 20% | 13.0% | —% | | Individual and Business Unit Objectives | 25% | 50% | 100% | 150% | 100% | 100% | | Weighted Percentage of Target Bonus Earned | | | | | | 83% |

  65. Annual Incentive Program

    | (1) Invoice Price Adjusted Earnings Per Share (“EPS”) targets above were calculated assuming an average transportation invoice price for the year of $1,735. 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 2025, the actual average transportation invoice price was $1,719 as compared to $1,735. Such difference was calculated to impact GAAP EPS by $0.04 per share, with 75% of such amount, or $0.03 per share, added back to GAAP EPS to calculate the Invoice Price Adjusted EPS of $0.96. |

  66. 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 2025, the banking segment experienced 0.30% 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. |

  67. Annual Incentive Program

    | (3) We define Payments Network Density, as the amount of freight touched through our payments, audit, full AP automation or rate intelligence products. It is an indicator of our broker volume density in the market, the source for growing available Network transactions and data assets, and a key value driver of the Network |

  68. Annual Incentive Program

    | (4) LoadPay Adoption measured by number of active LoadPay Accounts as of December 31, 2025 |

  69. Annual Incentive Program

    | | 2026 Proxy Statement 33 |

  70. Annual Incentive Program

    2025 Performance Results. The Company’s performance above stretch for the Invoice Price Adjusted EPS objective was influenced by a variety of factors considered by the Compensation Committee in approving the payout for this objective. Continued macroeconomic pressure on the transportation industry, coupled with the onset of tariffs and uncertainty regarding global trade, put pressure on the Company’s earnings, particularly during the first half of 2025. In addition, the acquisition of Greenscreens, which the Company believes will generate significant long term value for shareholders, also put near term pressure on earnings through deal expenses, intangible amortization and cash consumption. The Company responded to such pressures by implementing more aggressive cost reduction measures during the second half of the year, including a reduction in force and the sale of certain corporate assets that both generated gains on sale and removed expense run rate going forward. In addition, the Company generated gains through the successful resolution of long standing issues for the Company (i.e. its litigation with the United States Postal Service) and through the purchase and successful resolution of certain loan assets at a discount. After considering the impact of all of such factors (both positive and negative) that occurred over the course of the year in totality, the Compensation Committee made the determination to approve the payout as calculated at 150% of target for such objective, noting both the diligence of management in responding to the pressures presented to the Company and their efforts in achieving the successful outcomes generating positive earnings impacts over the course of the year. 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 rates declined in 2025, which reduced earnings in the segment. In addition, notwithstanding the Company’s successes in reducing the size of its classified asset portfolio, credit costs remained elevated due to specific reserves and charge offs over the course of the year, including within the Company’s liquid credit portfolio. These items were mitigated in part by success in controlling segment level expenses and maintaining deposit strength and a low overall cost of funds, which was 1.50% for the year ended December 31, 2025, a percentage in the top decile of all publicly traded banks. Overall, the Company performed at 84% of target for the Banking Segment Pre-Tax Net Income objective. The Company performed just below target for the Payments Network Density objective. Over the course of 2025, the Company continued to add payments and audit customers to the network, increasing the depth and breadth of market adoption of the network generally, while also supplementing the base of data available to inform the products and services of the Company’s Intelligence segment. The Company’s acquisition of Greenscreens further supplemented Network Density. Overall, the Company performed at 93% of target for the Payments Network Density objective. With respect to LoadPay Adoption, the Company performed above threshold but below target for the objective, with 5,892 LoadPay accounts active as of December 31, 2025. The Compensation Committee noted that, overall, the Company considered the launch and rollout of LoadPay a success, as the Company had achieved a critical mass of cards in the marketplace, had expanded features and functionality for the product, and was well positioned for future growth and monetization of the product in 2026 and beyond. Overall, the Company performed at 62% of target for the LoadPay Adoption objective. The Company performed below threshold for the Factoring Market share objective. Management noted that, despite measurable progress in increasing purchased invoice volume over the course of the year, continued pressure on the industry in general and a slower than anticipated rollout of the Company’s FaaS product caused growth to fall short of its targets. 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. More

  71. Annual Incentive Program

    | 34 2026 Proxy Statement | |

  72. Annual Incentive Program

    specifically, the Compensation Committee considered the growth and progress in overall profitability within the Payments segment, the successful closing of the Greenscreens acquisition and its subsequent integration, management’s diligence in pursuing its cost reduction efforts in the second half of 2025 in response to continued earnings pressure and its efforts in achieving the resolutions leading to gains that were accretive to earnings over the course of the year (e.g. USPS settlement, loan discount purchases and workouts, etc.). 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 2025 fiscal year, reflecting overall performance at 83% of target against AIP objectives. After considering the totality of the factors described above, the Committee determined that such result represented an appropriate balance in rewarding the performance of the executive team for its achievements over the course of the year while acknowledging continued pressures and challenges facing the Company. In addition to such calculated payouts, the Committee used its discretion provided for under the AIP to increase the payout of the calculated award for Mr. Ritterbusch by $37,500 (an approximately 21% increase) in consideration of his mid-year promotion to President of Payments and his role in the successes for the Payments segment in particular over the course of the year. Other than for Mr. Ritterbusch, payouts for our NEOs 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 any other discretionary authority to adjust such amounts as provided for in the Company’s AIP.

  73. Annual Incentive Program

    | Executive | 2025 Incentive Target | 2025 Incentive Actual | Discretionary Adjustment | Total | % of Target Incentive | | Aaron P. Graft | $435,000 | $362,895 | $— | $362,895 | 83% | | W. Bradley Voss | $200,000 | $166,848 | $— | $166,848 | 83% | | Edward J. Schreyer | $300,000 | $250,272 | $— | $250,272 | 83% | | Todd Ritterbusch | $212,500 | $177,276 | $37,500 | $214,776 | 101% | | Adam D. Nelson | $200,000 | $166,848 | $— | $166,848 | 83% |

  74. 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 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 executive are established by the Compensation Committee considering competitive market data, individual performance and internal equity with other executives. For 2025, the Compensation Committee approved the following annual targets (expressed as a percentage of base salary) for equity awards under our LTIP granted to our NEOs: 350% for Mr. Graft, 225% for Mr. Schreyer, 150% for Mr. Voss and Mr. Ritterbusch, and 125% for Mr. Nelson. While it generally left cash compensation levels flat as compared to 2024 levels (other than for Mr. Ritterbusch in connection with his promotion), the Committee determined to increase such target equity percentages in 2025 compared to 2024 in consideration of the Company’s further progression toward its fintech peers, which generally have a higher level of overall compensation, and a higher level of equity compensation in relation to total compensation, than the Company’s banking peers. Mr. Ritterbusch’s equity award was granted as a percentage of his salary in effect at the beginning of the year ($400,000) before his mid-year adjustment as part of his promotion to President of Payments.

  75. Long-Term Incentive Program

    | | 2026 Proxy Statement 35 |

  76. Long-Term Incentive Program

    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 2025, each NEO’s LTIP award was approved at target. Each NEO’s LTIP award was issued 50% as performance based restricted stock units that vest 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 target grant value of each award type for each of our NEOs under our LTIP is as follows:

  77. Long-Term Incentive Program

    | | Performance Based Restricted Stock Units | Restricted Stock Units | Options | Total LTIP | | Named Executive Officer | Target Grant Value | Target Grant Value | Target Grant Value | Target Grant Value | | Aaron P. Graft | $1,268,750 | $634,375 | $634,375 | $2,537,500 | | W. Bradley Voss | $300,000 | $150,000 | $150,000 | $600,000 | | Edward J. Schreyer | $562,500 | $281,250 | $281,250 | $1,125,000 | | Todd Ritterbusch | $300,000 | $150,000 | $150,000 | $600,000 | | Adam D. Nelson | $250,000 | $125,000 | $125,000 | $500,000 |

  78. 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 over a three year performance period. In 2025, 40% 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 (the “Banking Peer Group”) and 60% of such restricted stock unit awards were issued based on TSR compared to the Russell 3000 Data Processing and Outsourced Services index (the “Fintech Peer Group”). The Company increased the percentage of the TSR Awards subject to the Fintech Peer Group in 2025 compared to 2024 in light of its continued evolution toward its Fintech peers. 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):

  79. 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% |

  80. Long-Term Incentive Program

    Following determination of the applicable relative TSR vesting percentage, the earned units are subject to a modifier based on absolute TSR over the same three-year performance period. For absolute TSR at or below 30%, no modifier is applied. If the Company’s common stock achieves absolute TSR of 100% or more, 200% of the units otherwise earned 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 includes the absolute TSR modifier in its performance based restricted stock unit awards as part of its plan to attract and retain key strategic talent across the organization (including, but not limited to, its executive officers). 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,

  81. Long-Term Incentive Program

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  82. Long-Term Incentive Program

    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. Such absolute TSR modifier also rewards grantees for significant shareholder returns, aligning executive and shareholder interests in providing above target payouts for outsized performance. 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 ultimate 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 subject to 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 remain outstanding and eligible to be earned 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 were 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, which preceded our transfer of listing to the NYSE. 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).”

  83. 2025 Payouts under 2022 Performance Awards

    2025 Payouts under 2022 Performance Awards Our performance based restricted stock units granted on May 1, 2022 were paid out on May 1, 2025 following determination of the Company’s relative TSR performance against the applicable Banking and Fintech Peer Group for each such award (which did not include the absolute TSR modifier included in performance-based restricted stock unit awards granted after May 1, 2023). The Company had an absolute TSR of -33.49% for the three year performance period ending May 1, 2025, which was below the 25th percentile of the Banking Peer Group (resulting in a payout for such award of zero) and in the 33rd percentile of the Fintech Peer Group (resulting in a payout for such award of 66.67% of target). Overall, the combined payout for the 2022 performance-based restricted stock units awards resulted in an aggregate final payout of 33.33% of target units. The table below sets forth, for each of our NEOs, the target shares deliverable to such NEO under the performance-based restricted stock units granted in 2022 compared to the actual shares earned and delivered to such NEO in respect of such awards on May 1, 2025:

  84. 2025 Payouts under 2022 Performance Awards

    | Named Executive Officer | Target Shares Deliverable | Actual Shares Earned and Delivered | | Aaron P. Graft | 10,080 | 3,360 | | W. Bradley Voss | 2,024 | 674 | | Edward J. Schreyer | — | — | | Todd Ritterbusch | 2,024 | 674 | | Adam D. Nelson | 2,024 | 674 |

  85. 2025 Payouts under 2022 Performance Awards

    | | 2026 Proxy Statement 37 |

  86. 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 end 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. In the event that a change in control occurs during the then-current term, such term is automatically 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, and each 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, Mr. Ritterbusch and Mr. Nelson, 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, Mr. Ritterbusch and Mr. Nelson. 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, Mr. Ritterbusch and Mr. Nelson) and the healthcare coverage continuation period is increased to 36 months for Mr. Graft and 24 months for Mr. Voss, Mr. Schreyer, Mr. Ritterbusch and Mr. Nelson. 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 Internal Revenue Code (the “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.

  87. Employment Agreements

    | 38 2026 Proxy Statement | |

  88. 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 1 st of each year. As described herein under “Director Compensation for Fiscal 2025”, non-employee director equity awards are generally granted (including for 2025) each February 1 st and July 1 st . Effective in 2026, the Company made the determination to start issuing equity awards to non-employee directors on May 1 to align the timing of such awards to those issued to the Company’s executive officers. With the exception of the foregoing adjustment (which simply aligns non-employee directors with the pre-established grant schedule for the Company’s executive officers), our 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 2025, 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 or furnishing of any Company current report on Form 8-K that disclosed any MNPI.

  89. Equity Grant Processes

    | 40 2026 Proxy Statement | |

  90. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following summary compensation table provides information regarding the compensation of our NEOs for our fiscal years ended December 31, 2025, 2024 and 2023.

  91. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) (1) | Bonus ($) (3) | Stock Awards ($) (2) | Option Awards ($) (2) | Non-Equity Incentive Plan Compensation ($) (3) | All Other Compensation ($) (4) | Total ($) | | AARON P. GRAFT | 2025 | 725,000 | — | 2,808,839 | 634,360 | 362,895 | 76,693 | 4,607,786 | | Director, Vice Chairman, | 2024 | 725,000 | — | 1,896,899 | 453,120 | 369,750 | 70,265 | 3,515,034 | | CEO & President | 2023 | 720,831 | — | 1,614,661 | 398,740 | 456,750 | 69,653 | 3,260,635 | | W. BRADLEY VOSS | 2025 | 400,000 | — | 664,109 | 150,000 | 166,848 | 22,075 | 1,403,031 | | Executive Vice President, | 2024 | 400,000 | — | 418,385 | 99,964 | 170,000 | 18,900 | 1,107,249 | | CFO | 2023 | 395,832 | — | 404,911 | 99,994 | 168,000 | 18,300 | 1,087,037 | | EDWARD J. SCHREYER | 2025 | 500,000 | — | 1,245,231 | 281,232 | 250,272 | 14,000 | 2,290,735 | | Executive Vice President, | 2024 | 500,000 | — | 915,744 | 218,727 | 255,000 | 17,178 | 1,906,649 | | COO | 2023 | 500,000 | — | 804,917 | 99,994 | 315,000 | 13,200 | 1,733,111 | | TODD RITTERBUSCH | 2025 | 416,667 | 37,500 | 664,109 | 150,000 | 177,276 | 16,850 | 1,462,401 | | President, TBK Bank, and | 2024 | 400,000 | — | 366,237 | 87,469 | 170,000 | 16,650 | 1,040,356 | | President, Payments and Banking | | | | | | | | | | ADAM NELSON | 2025 | 400,000 | — | 553,344 | 124,995 | 166,848 | 14,000 | 1,259,187 | | Executive Vice President, | | | | | | | | | | General Counsel and Corporate Secretary | | | | | | | | |

  92. 2025 Summary Compensation Table

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

  93. 2025 Summary Compensation Table

    | (2) Reflects the full grant date value of performance-based restricted stock units, time-based restricted stock units and stock option awards granted to each of our NEO’s computed in accordance with ASC 718, without regard to estimated forfeitures. 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 19 to our Annual Report on Form 10-K for the Fiscal Year ended December 31, 2025, filed with the SEC on February 11, 2026. The grant value of performance-based restricted stock unit awards is based on a Monte Carlo valuation of $86.87 per target share as of the May 1, 2025 grant date for our bank peer group TSR awards (40% of total award), and $97.43 per target share as of the May 1, 2025 grant date for our fintech peer group TSR awards (60% of total award). The grant value of time-based restricted stock unit awards is based on a fair market value of $54.38 per share of our common stock as of the May 1, 2025 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 is based on a Black-Scholes valuation of $28.35 per option share for grants made on May 1, 2025, with an exercise price of $54.38, 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-based restricted stock unit awards shown in the “Stock Awards” column above, the total value of such performance-based restricted stock unit awards using a fair market value of $54.38 per share of our common stock on the May 1, 2025 grant date would have been $4,440,399 for Mr. Graft, $1,049,860 for Mr. Voss, $1,968,556 for Mr. Schreyer, $1,049,860 for Mr. Ritterbusch, and $874,757 for Mr. Nelson. |

  94. 2025 Summary Compensation Table

    | (3) The amounts reported as “Non-Equity Incentive Plan Compensation” were earned by the respective NEOs under the AIP. The discretionary adjustment to Mr. Ritterbusch’s award is shown in the “Bonus” column in accordance with applicable SEC rules. |

  95. 2025 Summary Compensation Table

    | (4) Includes the amounts set forth below under “2025 All Other Compensation Table” paid to or on behalf of the NEOs during the applicable fiscal year. |

  96. 2025 Summary Compensation Table

    | | 2026 Proxy Statement 43 |

  97. 2025 Summary Compensation Table

    The following table shows all amounts included in the “All Other Compensation” column for each NEO in 2025:

  98. 2025 Grants of Plan-Based Awards Table

    2025 Grants of Plan-Based Awards Table

  99. 2025 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 (2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(i) (3) | All Other Option Awards: Number of Securities Underlying Options (#)(j) (4) | Exercise or Base Price of Option Awards ($/sh)(k) (5) | Grant Date Fair Value of Stock and Option Awards (l) (6) | | Name (a) | | Threshold ($)(c) | Target ($)(d) | Maximum ($)(e) | Threshold (#)(f) | Target (#)(g) | Maximum (#)(h) | | | | | | Aaron P. Graft | | | | | | | | | | | | | | 5/1/2025 | | | | | | | 11,665 | | | $634,343 | | | 5/1/2025 | | | | | | | | 22,376 | $54.38 | $634,360 | | | 5/1/2025 | | | | — | 23,330 | 81,655 | | | | $2,174,496 | | | | $152,250 | $435,000 | $848,250 | | | | | | | | | W. Bradley Voss | | | | | | | | | | | | | | 5/1/2025 | | | | | | | 2,758 | | | $149,981 | | | 5/1/2025 | | | | | | | | 5,291 | $54.38 | $150,000 | | | 5/1/2025 | | | | — | 5,516 | 19,306 | | | | $514,128 | | | | $70,000 | $200,000 | $390,000 | | | | | | | | | Edward J. Schreyer | | | | | | | | | | | | | | 5/1/2025 | | | | | | | 5,171 | | | $281,199 | | | 5/1/2025 | | | | | | | | 9,920 | $54.38 | $281,232 | | | 5/1/2025 | | | | — | 10,343 | 36,200 | | | | $964,032 | | | | $105,000 | $300,000 | $585,000 | | | | | | | | | Todd Ritterbusch | | | | | | | | | | | | | | 5/1/2025 | | | | | | | 2,758 | | | $149,981 | | | 5/1/2025 | | | | | | | | 5,291 | $54.38 | $150,000 | | | 5/1/2025 | | | | — | 5,516 | 19,306 | | | | $514,128 | | | | $74,375 | $212,500 | $414,375 | | | | | | | | | Adam Nelson | | | | | | | | | | | | | | 5/1/2025 | | | | | | | 2,298 | | | $124,965 | | | 5/1/2025 | | | | | | | | 4,409 | $54.38 | $124,995 | | | 5/1/2025 | | | | — | 4,596 | 16,086 | | | | $428,379 | | | | $70,000 | $200,000 | $390,000 | | | | | | | |

  100. 2025 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—2025 Summary Compensation Table.” Amounts are considered earned in fiscal year 2025 although they were not paid until 2026. |

  101. 2025 Grants of Plan-Based Awards Table

    | (2) The amounts reported in these columns represent the target and maximum number of performance based restricted stock units that may be earned pursuant to the long-term incentive program. As described in further detail under the section entitled “Long-Term Incentive Program,” the 2025 performance-based restricted stock units require relative TSR and absolute TSR goals to be attained over a three year performance period ending April 30, 2028. |

  102. 2025 Grants of Plan-Based Awards Table

    | (3) Represents time based restricted stock units granted pursuant to the Company’s LTIP which vest one-fourth on each of the first four anniversaries of the grant date. |

  103. 2025 Grants of Plan-Based Awards Table

    | (4) Reflects stock options granted under the Company’s LTIP. See the “Long-Term Incentive Program” section for further detail of the stock option awards. Stock options have a 10-year term and vest one-fourth on each of the first four anniversaries of the grant date. |

  104. 2025 Grants of Plan-Based Awards Table

    | (5) The exercise price is the closing price of the Company’s common stock on the grant date. |

  105. 2025 Grants of Plan-Based Awards Table

    | (6) Reflects the full grant date value of performance-based restricted stock units, time-based restricted stock units or stock option awards granted to each of our NEO’s computed in accordance with ASC 718, without regard to estimated forfeitures. 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 19 to our Annual Report on Form 10-K for the Fiscal Year ended December 31, 2025, filed with the SEC on February 11, 2026. The grant value of performance-based restricted stock unit awards is based on a Monte Carlo valuation of $86.87 per target share as of the May 1, 2025 grant date for our bank peer group TSR awards (40% of total award), and $97.43 per target share as of the May 1, 2025 grant date for our fintech peer group TSR awards (60% of total award). The grant value of time-based restricted stock unit awards is based on a fair market value of $54.38 per share of our common stock as of the May 1, 2025 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 is based on a Black-Scholes valuation of $28.35 per option share for grants made on May 1, 2025, with an exercise price of $54.38, which was the closing price of our common stock on the NASDAQ Global Select Market as of such date. |

  106. 2025 Grants of Plan-Based Awards Table

    | | 2026 Proxy Statement 45 |

  107. Outstanding Equity Awards at Fiscal Year-End for 2025

    Outstanding Equity Awards at Fiscal Year-End for 2025 The following table sets forth all unexercised stock option and unvested restricted stock units awarded to our NEOs by the Company that were outstanding as of December 31, 2025.

  108. Outstanding Equity Awards at Fiscal Year-End for 2025

    | | Option Awards | | | | | Performance Unit Awards | | Stock Awards | | | Name (a) (1) | Number of Securities Underlying Unexercised Options (#) Exercisable (b) | Number of Securities Underlying Unexercised Options (#) Unexercisable (c) (2) | 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) (3) | Number of Shares or Units of Stock That Have Not Vested (#)(g) (2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(h) (3) | | 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 | — | — | — | — | | | 8,269 | — | — | $88.63 | 5/1/2031 | — | — | — | — | | | 8,164 | 2,722 | — | $69.44 | 5/1/2032 | — | — | — | — | | | 7,911 | 7,912 | — | $51.25 | 5/1/2033 | — | — | — | — | | | 3,037 | 9,111 | — | $72.00 | 5/1/2034 | — | — | — | — | | | — | 22,376 | — | $54.38 | 5/1/2035 | — | — | — | — | | | — | — | — | — | — | 54,460(4) | $3,410,830 | — | — | | | — | — | — | — | — | 44,050(5) | $2,758,852 | — | — | | | — | — | — | — | — | 81,655(6) | $5,114,053 | — | — | | | — | — | — | — | — | — | — | 1,260 | $78,914 | | | — | — | — | — | — | — | — | 3,890 | $243,631 | | | — | — | — | — | — | — | — | 4,720 | $295,614 | | | — | — | — | — | — | — | — | 11,665 | $730,579 | | W. Bradley Voss | 427 | — | — | $15.87 | 4/1/2026 | — | — | — | — | | | 435 | — | — | $25.80 | 4/1/2027 | — | — | — | — | | | 625 | — | — | $38.75 | 5/1/2028 | — | — | — | — | | | 1,640 | 547 | — | $69.44 | 5/1/2032 | — | — | — | — | | | 1,984 | 1,984 | — | $51.25 | 5/1/2033 | — | — | — | — | | | 670 | 2,010 | — | $72.00 | 5/1/2034 | — | — | — | — | | | — | 5,291 | — | $54.38 | 5/1/2035 | — | — | — | — | | | — | — | — | — | — | 13,656(4) | $855,275 | — | — | | | — | — | — | — | — | 9,716(5) | $608,513 | — | — | | | — | — | — | — | — | 19,306(6) | $1,209,135 | — | — | | | — | — | — | — | — | — | — | 253 | $15,845 | | | — | — | — | — | — | — | — | 976 | $61,127 | | | — | — | — | — | — | — | — | 1,041 | $65,198 | | | — | — | — | — | — | | | 2,758 | $172,734 | | Edward J. Schreyer | 1,984 | 1,984 | — | $51.25 | 5/1/2033 | — | — | — | — | | | 1,466 | 4,398 | — | $72.00 | 5/1/2034 | — | — | — | — | | | — | 9,920 | — | $54.38 | 5/1/2035 | — | — | — | — | | | — | — | — | — | — | 13,656(4) | $855,275 | — | — | | | — | — | — | — | — | 21,266(5) | $1,331,890 | — | — | | | — | — | — | — | — | 36,200(6) | 2,267,206 | — | $— | | | — | — | — | — | — | — | — | 2,700 | $169,101 | | | — | — | — | — | — | — | — | 4,878 | $305,509 | | | — | — | — | — | — | — | — | 2,279 | $142,734 | | | — | — | — | — | — | — | — | 5,171 | $323,860 |

  109. Outstanding Equity Awards at Fiscal Year-End for 2025

    | 46 2026 Proxy Statement | |

  110. Outstanding Equity Awards at Fiscal Year-End for 2025

    | | Option Awards | | | | | Performance Unit Awards | | Stock Awards | | | Name (a) (1) | Number of Securities Underlying Unexercised Options (#) Exercisable (b) | Number of Securities Underlying Unexercised Options (#) Unexercisable (c) (2) | 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) (3) | Number of Shares or Units of Stock That Have Not Vested (#)(g) (2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(h) (3) | | Todd Ritterbusch | 1,441 | — | — | $88.63 | 5/1/2031 | — | — | — | — | | | 547 | 547 | — | $69.44 | 5/1/2032 | — | — | — | — | | | 744 | 1,488 | — | $51.25 | 5/1/2033 | — | — | — | — | | | 586 | 1,759 | — | $72.00 | 5/1/2034 | — | — | — | — | | | — | 5,291 | — | $54.38 | 5/1/2035 | — | — | — | — | | | — | — | — | — | — | 10,240(4) | $641,331 | — | — | | | — | — | — | — | — | 8,504(5) | $532,606 | — | — | | | — | — | — | — | — | 19,306(6) | $1,209,135 | — | — | | | — | — | — | — | — | — | — | 253 | $15,845 | | | — | — | — | — | — | — | — | 732 | $45,845 | | | — | — | — | — | — | — | — | 912 | $57,119 | | | — | — | — | — | — | — | — | 2,758 | $172,734 | | Adam Nelson | 3,508 | — | — | $38.75 | 5/1/2028 | — | — | — | — | | | 2,529 | — | — | $31.00 | 5/1/2029 | — | — | — | — | | | 1,802 | — | — | $88.63 | 5/1/2031 | — | — | — | — | | | 1,640 | 547 | — | $69.44 | 5/1/2032 | — | — | — | — | | | 1,488 | 1,488 | — | $51.25 | 5/1/2033 | — | — | — | — | | | 502 | 1,508 | — | $72.00 | 5/1/2034 | — | — | — | — | | | — | 4,409 | — | $54.38 | 5/1/2035 | — | — | — | — | | | — | — | — | — | — | 10,240(4) | $641,331 | — | — | | | — | — | — | — | — | 7,286(5) | $456,322 | — | — | | | — | — | — | — | — | 16,086(6) | $1,007,466 | — | — | | | — | — | — | — | — | — | — | 253 | $15,845 | | | — | — | — | — | — | — | — | 732 | $45,845 | | | — | — | — | — | — | — | — | 781 | $48,914 | | | — | — | — | — | — | — | — | 2,298 | $143,924 |

  111. Outstanding Equity Awards at Fiscal Year-End for 2025

    | (1) Vesting of an award 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). For a description of the effect of this policy on the outstanding LTIP awards for our NEOs, refer to the “Potential Payments as a Result of Termination or Change in Control (CIC) section. |

  112. Outstanding Equity Awards at Fiscal Year-End for 2025

    | (2) Unless separately noted, stock options and time-vested restricted stock unit awards vest at the rate of 25% per year from the date of grant. Unvested or un-exercisable portions of awards reflect the unvested portion of awards issued between 2022 and 2025. |

  113. Outstanding Equity Awards at Fiscal Year-End for 2025

    | (3) The market values for the outstanding stock awards are based on the closing price of our Common Stock of $62.63 per share on December 31, 2025. |

  114. Outstanding Equity Awards at Fiscal Year-End for 2025

    | (4) Performance based restricted stock unit awards shown in row represent total stock return based units granted in 2023 as part of the Company’s LTIP program. Shares represented and market value of such awards assume payout at maximum. |

  115. Outstanding Equity Awards at Fiscal Year-End for 2025

    | (5) Performance based restricted stock unit awards shown in row represent total stock return based units granted in 2024 as part of the Company’s LTIP program. Shares represented and market value of such awards assume payout at maximum. |

  116. Outstanding Equity Awards at Fiscal Year-End for 2025

    | (6) Performance based restricted stock unit awards shown in row represent total stock return based units granted in 2025 as part of the Company’s LTIP program. Shares represented and market value of such awards assume payout at maximum. |

  117. Outstanding Equity Awards at Fiscal Year-End for 2025

    | | 2026 Proxy Statement 47 |

  118. Option Exercises and Stock Vested in Fiscal Year 2025

    Option Exercises and Stock Vested in Fiscal Year 2025 The following information sets forth the stock awards vested held by the NEO’s during the fiscal year ended December 31, 2025. No NEOs exercised any stock options in 2025.

  119. Option Exercises and Stock Vested in Fiscal Year 2025

    | | 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 | — | $— | 8,963 | $487,408(1) | | W. Bradley Voss | — | $— | 2,050 | $111,479(2) | | Edward J. Schreyer | — | $— | 22,437 | $1,220,124(3) | | Todd Ritterbusch | — | $— | 1,740 | $94,621(4) | | Adam Nelson | — | $— | 1,733 | $94,241(5) |

  120. Option Exercises and Stock Vested in Fiscal Year 2025

    | (1) Consists of 3,360 performance based restricted stock units (relative TSR) that vested and settled with a closing market price of $54.38 on May 1, 2025, and 5,603 restricted stock awards and units that vested upon the lapse of restrictions with a closing market price of $54.38 on the May 1, 2025 vesting date. |

  121. Option Exercises and Stock Vested in Fiscal Year 2025

    | (2) Consists of 674 performance based restricted stock units (relative TSR) that vested and settled with a closing market price of $54.38 on May 1, 2025, and 1,376 restricted stock awards and units that vested upon the lapse of restrictions with a closing market price of $54.38 on the May 1, 2025 vesting date. |

  122. Option Exercises and Stock Vested in Fiscal Year 2025

    | (3) Consists of 22,437 restricted stock awards and units that vested upon the lapse of restrictions with a closing market price of $54.38 on the May 1, 2025 vesting date. |

  123. Option Exercises and Stock Vested in Fiscal Year 2025

    | (4) Consists of 674 performance based restricted stock units (relative TSR) that vested and settled with a closing market price of $54.38 on May 1, 2025, and 1,066 restricted stock awards and units that vested upon the lapse of restrictions with a closing market price of $54.38 on the May 1, 2025 vesting date. |

  124. Option Exercises and Stock Vested in Fiscal Year 2025

    | (5) Consists of 674 performance based restricted stock units (relative TSR) that vested and settled with a closing market price of $54.38 on May 1, 2025, and 1,059 restricted stock awards and units that vested upon the lapse of restrictions with a closing market price of $54.38 on the May 1, 2025 vesting date. |

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

    Potential Payments as a Result of Termination or Change in Control (CIC) For the reasons discussed in the Compensation Discussion & Analysis section, the Company has entered into certain arrangements with its NEOs, which commit the Company to make payments to the NEOs under certain circumstances. Generally, these circumstances involve qualifying termination of the NEO’s employment with or without a change in corporate control. For additional details regarding the arrangements entered into with our NEOs, please see the section titled “Additional Information about our Compensation Practices – Employment Agreements.” 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, 2025, employment termination date.

  126. 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 | $4,568,644 | — | $48,310 | $5,704,454 | | Qualifying Termination—Change in Control (1) | | $2,610,013 | $12,632,471 | $1,614,877 | $96,621 | $16,953,982 | | | Death | — | $7,055,911 | $1,614,877 | — | $8,670,788 | | | Disability | — | $7,055,911 | $1,614,877 | — | $8,670,788 | | | Retirement (2) | — | — | — | — | — | | W. Bradley Voss | | | | | | | | | Voluntary Resignation | — | — | — | — | — | | | Termination for Cause | — | — | — | — | — | | Qualifying Termination (no change in control) (1) | | $400,000 | $1,099,285 | — | $30,258 | $1,529,543 | | Qualifying Termination—Change in Control (1) | | $969,635 | $2,987,827 | $139,719 | $60,517 | $4,157,698 | | | Death | — | $1,683,376 | $139,719 | — | $1,823,095 | | | Disability | — | $1,683,376 | $139,719 | — | $1,823,095 | | | Retirement (2) | — | — | — | — | — | | Edward J. Schreyer | | | | | | | | | Voluntary Resignation | — | — | — | — | — | | | Termination for Cause | — | — | — | — | — | | Qualifying Termination (no change in control) (1) | | $500,000 | 1,501,601 | — | $32,207 | $2,033,808 | | Qualifying Termination—Change in Control (1) | | $1,303,940 | $5,395,575 | $126,996 | $64,414 | $6,890,925 | | | Death | — | $2,947,548 | $126,996 | — | $3,074,544 | | | Disability | — | $2,947,548 | $126,996 | — | $3,074,544 | | | Retirement (2) | — | — | — | — | $— | | Todd Ritterbusch | | | | | | | | | Voluntary Resignation | — | — | — | — | — | | | Termination for Cause | — | — | — | — | — | | Qualifying Termination (no change in control) (1) | | $425,000 | $866,744 | — | $10,231 | $1,301,975 | | Qualifying Termination—Change in Control (1) | | $1,019,635 | $2,674,614 | $69,051 | $20,463 | $3,783,763 | | | Death | — | $1,427,473 | $69,051 | — | $1,496,524 | | | Disability | — | $1,427,473 | $69,051 | — | $1,496,524 | | | Retirement (2) | — | — | — | — | — | | Adam Nelson | | | | | | | | | Voluntary Resignation | — | — | — | — | — | | | Termination for Cause | — | — | — | — | — | | Qualifying Termination (no change in control) (1) | | $400,000 | $824,317 | — | $30,258 | $1,254,575 | | Qualifying Termination—Change in Control (1) | | $969,634 | $2,359,648 | $234,004 | $60,517 | $3,623,803 | | | Death | — | $1,303,136 | $234,004 | — | $1,537,140 | | | Disability | — | $1,303,136 | $234,004 | — | $1,537,140 | | | Retirement (2) | — | $— | $— | — | $— |

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

    | | 2026 Proxy Statement 49 |

  128. 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). |

  129. 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, 2025, there are no named executives eligible to retire in accordance with the Company’s policy and the terms of its equity incentive compensation and benefit plans. |

  130. 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 and absolute TSR. Unvested TSR performance awards may be earned upon a change in control based on the Company’s relative and absolute 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, 2025 of $62.63 per share. |

  131. 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, 2025 and the option exercise price. |

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

    | 50 2026 Proxy Statement | |

  133. 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 p a id to the Company’s NEOs, for 2025, 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.

  134. 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 ($) | | 2025 | $4,607,786 | $(119,282) | $1,603,839 | $380,013 | $129.00 | $129.49 | 5 years | $25,359 | $0.93 | | 2024 | $3,515,034 | $5,130,874 | $1,305,088 | $1,731,647 | $239.03 | $124.24 | 4 years | $16,090 | $0.54 | | 2023 | $3,260,635 | $6,465,372 | $1,217,370 | $2,215,890 | $210.89 | $106.43 | 3 years | $41,081 | $1.61 | | 2022 | $2,773,658 | $(3,002,778) | $1,335,632 | $(1,976,371) | $128.54 | $114.04 | 2 years | $102,311 | $3.96 | | 2021 | $2,444,169 | $8,422,937 | $742,621 | $3,220,220 | $313.20 | $139.69 | 1 year | $112,974 | $4.35 |

  135. 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: |

  136. Pay Versus Performance

    | | 2025 ($) | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | | Total compensation in Summary Compensation Table | $4,607,786 | $3,515,034 | $3,260,635 | $2,773,658 | $2,444,169 | | Minus: aggregate change in pension value | — | — | — | — | — | | Minus: stock awards reported in Summary Compensation Table | (3,443,182) | (2,350,019) | (2,013,401) | (1,548,900) | (1,231,952) | | Plus: fair value* at fiscal year-end of unvested stock awards granted during covered fiscal year | 4,146,621 | 3,012,961 | 3,590,486 | 731,351 | 1,716,562 | | Plus/Minus: change in fair value* at fiscal year-end of unvested stock awards granted in any prior fiscal year | (3,999,981) | 1,012,293 | 1,439,482 | (2,833,766) | 5,280,948 | | Plus/Minus: change in fair value at vesting date of stock awards granted in any prior fiscal year | (1,430,526) | (59,396) | 188,170 | (2,125,121) | 213,210 | | Minus: stock awards forfeited during covered fiscal year | — | — | — | $— | $— | | Compensation actually paid | $(119,282) | $5,130,874 | $6,465,372 | $(3,002,778) | $8,422,937 |

  137. 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 2025. 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. |

  138. Pay Versus Performance

    | | 2026 Proxy Statement 51 |

  139. Pay Versus Performance

    | (2) The other NEOs for each of the years presented in the table were as follows: for 2025, W. Bradley Voss, Edward J. Schreyer, Todd Ritterbusch and Adam D. Nelson; 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; and for 2021: W. Bradley Voss, Gail Lehmann, Adam D. Nelson, Todd Ritterbusch and R. Bryce Fowler. 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: |

  140. Pay Versus Performance

    | | 2025 ($) | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | | Total compensation in Summary Compensation Table | $1,603,839 | $1,305,088 | $1,217,370 | $1,335,632 | $742,621 | | Minus: aggregate change in pension value | — | — | — | — | — | | Minus: stock awards reported in Summary Compensation Table | (958,255) | (664,341) | (573,337) | (507,859) | (216,783) | | Plus: fair value* at fiscal year-end of unvested stock awards granted during covered fiscal year | 1,154,020 | 851,752 | 1,000,546 | 195,655 | 325,645 | | Plus/Minus: change in fair value* at fiscal year-end of unvested stock awards granted in any prior fiscal year | (988,233) | 300,541 | 528,707 | (1,657,082) | 2,284,988 | | Plus/Minus: change in fair value at vesting date of stock awards granted in any prior fiscal year | (431,358) | (61,393) | 42,604 | (954,373) | 83,749 | | Minus: stock awards forfeited during covered fiscal year | — | — | — | (388,344) | — | | Compensation actually paid | $380,013 | $1,731,647 | $2,215,890 | $(1,976,371) | $3,220,220 |

  141. 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. |

  142. Pay Versus Performance

    | (3) Cumulative total shareholder return (TSR) assumes an initial investment of $100 as of the market close on December 31, 2020 in our common stock and in the common stock of companies within our peer group. |

  143. 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, 2025. 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 2025. After determining the median employee, we calculated the CEO’s and the median employee’s 2025 total compensation in the same manner as the CEO’s compensation provided in the summary compensation table. Based on the foregoing, the CEO’s 2025 annual total compensation is $4,607,786 and the median annual total compensation of all employees (except for the CEO) is $79,400, resulting in a CEO pay ratio of approximately 58 to 1.

  144. CEO Pay Ratio

    | 54 2026 Proxy Statement | |

  145. DIRECTOR COMPENSATION FOR FISCAL 2025

    DIRECTOR COMPENSATION FOR FISCAL 2025

  146. 2025 Director Compensation

    2025 Director Compensation In connection with their service on our Board of Directors in 2025, 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. Directors who also are current employees of the Company receive no additional compensation for services as directors. 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 compensation consultant. Our director fees for 2025 are outlined in the table below.

  147. 2025 Director Compensation

    | | CHAIR ($) | | MEMBER ($) | | | Triumph Financial, Inc. Board and Committees | CASH | STOCK | CASH | STOCK | | Board | $65,000 | $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 | $50,000 | — | $10,000 | — | | TBK Bank, SSB Board and Committees | | | | | | Board | $25,000 | | $10,000 | | | ALCO Committee | $7,500 | — | $5,000 | — | | CRA | 6,000 | — | $3,000 | — | | Executive Loan Committee | $35,000 | — | $15,000 | — | | Triumph Insurance Group, Inc. Board | $5,000 | $5,000(1) | $5,000 | $5,000(1) |

  148. 2025 Director Compensation

    | (1) Target award value issued one half on February 1, 2025 and one half on July 1, 2025. Commencing effective as of January 1, 2026, such awards will be granted on May 1 to align the grant date with those issued to the Company’s executive officers. |

  149. 2025 Director Compensation

    All stock awards were fully vested on the date of grant. All cash retainers (with the exception of cash fees for 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).

  150. 2025 Director Compensation

    | | 2026 Proxy Statement 55 |

  151. 2025 Director Compensation

    The following table sets forth compensation paid, earned or awarded during 2025 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.

  152. 2025 Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | All Other Compensation ($) (2) | Total Compensation ($) | | Charles A. Anderson | 55,000 | 74,945 | 18,075 | 148,020 | | Harrison B. Barnes | 43,000 | 74,945 | 13,000 | 130,945 | | Debra A. Bradford | 62,500 | 74,945 | 15,000 | 152,445 | | Richard L. Davis | 46,000 | 74,945 | 10,000 | 130,945 | | Davis Deadman | 50,000 | 74,945 | 56,000 | 180,945 | | Laura K. Easley | 93,000 | 79,823 | 15,000 | 187,823 | | Aaron P. Graft | — | — | — | — | | Melissa K. McSherry | 37,500 | 37,497 | 17,500 | 92,497 | | Maribess L. Miller | 64,500 | 74,945 | 10,000 | 149,445 | | Michael P. Rafferty | 87,500 | 74,945 | 15,000 | 177,445 | | Carlos M. Sepulveda, Jr. | 68,000 | 104,835 | 46,500 | 219,335 | | C. Todd Sparks | 52,500 | 74,945 | 32,500 | 159,945 |

  153. 2025 Director Compensation

    | (1) Such awards consisted of fully-vested common stock issued on the grant date. 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. |

  154. 2025 Director Compensation

    | (2) Reflects cash retainers received for service on the boards of directors and board committees of TBK Bank, SSB and its subsidiaries (including Ms. McSherry’s service in her capacity as a director in meetings of TBK Bank’s transportation advisory committee) plus medical wellness reimbursements of $8,075 for Mr. Anderson and $1,500 for Mr. Sepulveda. |

  155. 2025 Director Compensation

    | 56 2026 Proxy Statement | |