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DEF 14A 1 d259768ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material Pursuant to Section 240.14a-12

TRIUMPH BANCORP, INC.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):



☒	No fee required.

☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:

☐	Fee paid previously with preliminary materials.

☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

LOGO

TRIUMPH BANCORP, INC.

12700 Park Central Drive, Suite 1700

Dallas, Texas 75251

(214) 365-6900

March 15, 2022

Dear Triumph Bancorp, Inc. Stockholders,

You are cordially invited to attend the Annual Meeting of Stockholders of Triumph Bancorp, Inc. (the “Company”). The meeting will be held on Tuesday, April 26, 2022. The Annual Meeting will begin promptly at 10:00 a.m., local time, at 3 Park Central, 12700 Park Central Drive, 15^th Floor, Dallas, Texas 75251.

A Notice of Annual Meeting of Stockholders and the Proxy Statement for the meeting are attached. To ensure your representation at the Annual Meeting, you are urged to vote by proxy via the Internet or telephone pursuant to the instructions provided in the enclosed proxy card; or by completing, dating, signing and returning the enclosed proxy card.

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

The Notice of Annual Meeting and Proxy Statement on the following pages contain information about the official business of the Annual Meeting. Whether or not you expect to attend, please vote your shares now. Of course, if you decide to attend the Annual Meeting, you will have the opportunity to revoke your proxy and vote your shares in person. This Proxy Statement is also available at www.proxydocs.com/TBK.

Sincerely,

LOGO

Aaron P. Graft

President and Chief Executive Officer

LOGO

Notice of Annual Meeting of Stockholders

To be held April 26, 2022

Meeting Information


Date:		April 26, 2022
Time:		10:00 a.m. Central Time
Location:		3 Park Central, 12700 Park Central Drive, 15^th Floor Dallas, Texas 75251
Record Date:		Close of business, February 28, 2022

Voting Items

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

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

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

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

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

We are furnishing our 2021 Annual Report and proxy materials to our stockholders primarily through the Internet this year in accordance with rules adopted by the Securities and Exchange Commission. Stockholders of record have been mailed a Notice of Internet Availability of Proxy Materials on or around March 15, 2022, which provides them with instructions on how to vote and how to access the 2021 Annual Report and proxy materials on the Internet. It also provides instructions on how to request paper copies of these materials.

Stockholders of record who previously enrolled in a program to receive electronic versions of the 2021 Annual Report and proxy materials will receive an email notice with details on how to access those materials and how to vote.

Triumph Bancorp | 2022 Proxy Statement

How to Vote

Stockholders of record may vote:



•				By Internet: go to www.proxypush.com/TBK

•				By phone: call 866-206-5381

•				By mail: complete and return the enclosed proxy card in the postage prepaid envelope provided.

If your shares are held in the name of a broker, bank or other stockholder of record, please follow the voting instructions that you receive from the broker, bank or other stockholder of record entitled to vote your shares.

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


		By Order of the Board of Directors,
March 15, 2022
Dallas, Texas		Aaron P. Graft
		President and Chief Executive Officer

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

to be Held on April 26, 2022.

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

Triumph Bancorp | 2022 Proxy Statement

TABLE OF CONTENTS


		Page
Information Concerning Solicitation and Voting		1

Proposal 1: Election of Directors		5

Corporate Governance		15

Compensation Discussion and Analysis		20

Section 16(a) Beneficial Ownership Reporting Compliance		43

Certain Relationships and Related Party Transactions		44

Security Ownership of Certain Beneficial Owners and Management		46

Proposal 2: Management Proposal Regarding Advisory Approval of the Company’s Executive Compensation		48

Proposal 3: Management Proposal for Approval of Amendment to the Company’s Second Amended and Restated Certificate of Formation to Change the Name of the Company		49

Proposal 4: Ratification of Selection of Independent Registered Public Accounting Firm		50

Report of the Audit Committee		52

Stockholder Proposals		54

Householding		55

Annex A		A-1

Triumph Bancorp | 2022 Proxy Statement

Proxy Summary

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

Meeting Information


Date:		April 26, 2022
Time:		10:00 a.m. Central Time
Location:		3 Park Central, 12700 Park Central Drive, 15^th Floor Dallas, Texas 75251
Record Date:		Close of business, February 28, 2022

How to Vote

Your vote is important. You may vote your shares via the Internet, by telephone, by mail or in person at the Annual Stockholder Meeting. Please refer to the section “Information Concerning Solicitation and Voting” on page 1 for detailed voting instructions. If you vote via the Internet, by telephone or in person at the Annual Stockholder Meeting, you do not need to mail in a proxy card.

Matters to be Voted Upon


Proposals		Required Approval	Board Recommendation	Page Reference

1.	Election of Directors	Majority of Votes Cast	FOR each Nominee	5
2.	Management Proposal Regarding Advisory Approval of the Company’s Executive Compensation	Majority of Votes Cast	FOR	48

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

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

Triumph Bancorp | 2022 Proxy Statement

LOGO

TRIUMPH BANCORP, INC.

12700 Park Central Drive, Suite 1700

Dallas, Texas 75251

(214) 365-6900

PROXY STATEMENT

FOR THE ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON

APRIL 26, 2022

INFORMATION CONCERNING SOLICITATION AND VOTING

Introduction

We are furnishing this Proxy Statement on behalf of the Board of Directors (the “Board of Directors”) of Triumph Bancorp, Inc. (“Triumph”), a Texas corporation, for use at our 2022 Annual Meeting of Stockholders, or at any adjournments or postponements of the meeting (the “Annual Meeting”), for the purposes set forth below and in the accompanying Notice of Annual Meeting. The Annual Meeting will be held at 3 Park Central, 12700 Park Central Drive, 15^th Floor, Dallas, Texas 75251, at 10:00 a.m. local time, on April 26, 2022.

In accordance with rules and regulations adopted by the Securities and Exchange Commission (“SEC”), instead of mailing a printed copy of our proxy materials to each stockholder of record, we are furnishing proxy materials to our stockholders on the Internet. You will not receive a printed copy of the proxy materials, unless specifically requested. The Notice of Internet Availability of Proxy Materials will instruct you as to how you may access and review all of the important information contained in the proxy materials. The Notice of Internet Availability of Proxy Materials also instructs you as to how you may submit your proxy on the Internet.

As used in this Proxy Statement, the terms “us”, “we”, “our”, the “Company” and “Triumph” refer to Triumph Bancorp, Inc., and, where appropriate, Triumph Bancorp, Inc., and its subsidiaries. The term “Common Stock” means shares of our Common Stock, par value, $0.01 per share.

Stockholders Entitled to Notice and to Vote; Quorum

Only holders of record of our Common Stock at the close of business on February 28, 2022, which the Board of Directors has set as the record date, are entitled to notice of, and to vote at, the Annual Meeting. As of February 28, 2022 we had 25,160,156 shares of Common Stock outstanding and entitled to vote at the Annual Meeting, and our shares of Common Stock were held by approximately 349 stockholders of record. Each stockholder of record of Common Stock on the record date will be entitled to one vote for each share held on all matters to be voted upon at the Annual Meeting. There are no cumulative voting rights in the election of directors.

The presence, in person or by proxy, of a majority of the votes entitled to be cast on a matter to be voted on at the Annual Meeting constitutes a quorum for action on that matter. The shares of Common Stock represented by properly executed proxy cards or properly authenticated voting instructions recorded electronically through the Internet or by telephone, will be counted for purposes of determining the presence of a quorum at the Annual Meeting. Abstentions and broker non-votes will be counted toward fulfillment of quorum requirements. A broker non-vote occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that proposal and has not received instructions from the beneficial owner.

Triumph Bancorp | 2022 Proxy Statement 1

Distinction Between Holding Shares as a Stockholder of Record and as a Beneficial Owner

Some of our stockholders hold their shares through a broker, trustee, or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those shares owned beneficially.

•

Stockholder of Record. If your shares are registered directly in your name with our transfer agent, EQ Shareowner Services, then you are considered, with respect to those shares, the “stockholder of record.” As the stockholder of record, you have the right to grant your voting proxy directly to us or to a third party, or to vote in person at the Annual Meeting.

•

Beneficial Owner. If your shares are held in a brokerage account, by a trustee or, by another nominee, then you are considered the “beneficial owner” of those shares. As the beneficial owner of those shares, you have the right to direct your broker, trustee, or nominee how to vote and you also are invited to attend the Annual Meeting. However, because a beneficial owner is not the stockholder of record, you may not vote these shares in person at the Annual Meeting unless you obtain a “legal proxy” from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the Annual Meeting.

If you are not a stockholder of record, please understand that we do not know that you are a stockholder, or how many shares you own.

Voting Deadline

If you are a stockholder of record on the record date, then your proxy must be received no later than 11:59 p.m., central time on April 25, 2022 to be counted. If you are the beneficial owner of your shares held through a broker, trustee, or other nominee, please follow the instructions of your broker, trustee, or other nominee in determining the deadline for submitting your proxy.

Voting without Attending the Annual Meeting

Whether you hold shares directly as a stockholder of record or through a broker, trustee, or other nominee, you may direct how your shares are voted without attending the Annual Meeting. You may give voting instructions by the Internet, by telephone, or by mail. Instructions are on the proxy card. The proxy holders will vote all properly executed proxies that are delivered in response to this solicitation, and not later revoked, in accordance with the instructions given by you.

Voting in Person

Shares held in your name as the stockholder of record on the record date may be voted in person at the Annual Meeting. Shares for which you are the beneficial owner but not the stockholder of record may be voted in person at the Annual Meeting only if you obtain a legal proxy from the broker, trustee, or other nominee that holds your shares giving you the right to vote the shares. Even if you plan to attend the Annual Meeting, we recommend that you vote by proxy as described below so that your vote will be counted if you later decide not to attend the Annual Meeting.

The vote you cast in person will supersede any previous votes that you may have submitted, whether by Internet, telephone, or mail.

Required Votes

At the Annual Meeting, stockholders will consider and act upon (1) the election of ten directors to our Board of Directors to serve until the next annual meeting of stockholders or until their respective successors have been elected and qualified, (2) the Say on Pay Proposal, (3) the Name Change Proposal, (4) the

2 Triumph Bancorp | 2022 Proxy Statement

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

•

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

•

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

•

All Other Proposals (Proposals 2 and 4). For all of the other proposals described in this Proxy Statement, the affirmative vote of a majority of the votes cast by the outstanding shares present in person or represented by proxy and entitled to vote at the Annual Meeting is required to approve each such proposal.

Abstentions and Broker Non-Votes

Under certain circumstances, including the election of directors, matters involving executive compensation and other matters considered non-routine, banks and brokers are prohibited from exercising discretionary authority for beneficial owners who have not provided voting instructions to the bank or broker. This is generally referred to as a “broker non-vote.” In these cases, as long as a routine matter is also being voted on, and in cases where the stockholder does not vote on such routine matter, those shares will be counted for the purpose of determining if a quorum is present, but will not be included as votes cast with respect to those matters. Whether a bank or broker has authority to vote its shares on uninstructed matters is determined by stock exchange rules. We expect that brokers will be allowed to exercise discretionary authority for beneficial owners who have not provided voting instructions only with respect to the proposal to ratify the selection of Crowe LLP as our independent registered public accounting firm but not with respect to any of the other proposals to be voted on at the Annual Meeting.

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

Treatment of Voting Instructions

If you provide specific voting instructions, your shares will be voted as instructed.

If you hold shares as the stockholder of record and sign and return a proxy card or vote by Internet or telephone without giving specific voting instructions, then your shares will be voted in accordance with the recommendations of our Board of Directors. Our Board of Directors recommends (1) a vote for the election of each of the director nominees to our Board of Directors, (2) a vote for approval, on a non-binding advisory basis, of the compensation of our named executive officers as disclosed in this Proxy Statement, (3) a vote for approval of the amendment to our Second Amended and Restated Certificate of Formation to change the name of the Company from Triumph Bancorp, Inc. to Triumph Financial, Inc., and (4) a vote for the ratification of the appointment of Crowe LLP as our independent registered public accounting firm.

Triumph Bancorp | 2022 Proxy Statement 3

You may have granted to your broker, trustee, or other nominee discretionary voting authority over your account. Your broker, trustee, or other nominee may be able to vote your shares depending on the terms of the agreement you have with your broker, trustee, or other nominee.

The persons identified as having the authority to vote the proxies granted by the proxy card will also have discretionary authority to vote, in their discretion, to the extent permitted by applicable law, on such other business as may properly come before the Annual Meeting and any postponement or adjournment. The Board of Directors is not aware of any other matters that are likely to be brought before the Annual Meeting. If any other matter is properly presented for action at the Annual Meeting, including a proposal to adjourn or postpone the Annual Meeting to permit us to solicit additional proxies in favor of any proposal, the persons named in the proxy card will vote on such matter in their own discretion.

Revocability of Proxies

A stockholder of record who has been given a proxy may revoke it at any time prior to its exercise at the Annual Meeting by either (i) giving written notice of revocation to our Corporate Secretary, (ii) properly submitting a duly executed proxy bearing a later date, or (iii) appearing in person at the Annual Meeting and voting in person.

If you are the beneficial owner of shares held through a broker, trustee, or other nominee, you must follow the specific instructions provided to you by your broker, trustee, or other nominee to change or revoke any instructions you have already provided to your broker, trustee, or other nominee.

Costs of Proxy Solicitation

Proxies will be solicited from our stockholders by mail and through the Internet. We will pay all expenses in connection with the solicitation, including postage, printing and handling, and the expenses incurred by brokers, custodians, nominees and fiduciaries in forwarding proxy material to beneficial owners. It is possible that our directors, officers and other employees may make further solicitations personally or by telephone, facsimile or mail. Our directors, officers and other employees will receive no additional compensation for any such further solicitations.

4 Triumph Bancorp | 2022 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS

Introduction

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


Name				Position

Carlos M. Sepulveda, Jr.				Director and Chairman of the Board

Aaron P. Graft				Director, Vice Chairman and Chief Executive Officer

Charles A. Anderson				Director

Harrison B. Barnes				Director

Debra A. Bradford				Director

Richard L. Davis				Director

Laura K. Easley				Director

Maribess L. Miller				Director

Michael P. Rafferty				Director

C. Todd Sparks				Director

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

All of the nominees listed above have consented to being named in this proxy statement and to serve if elected. However, if any nominee becomes unable to serve, proxy holders will have discretion and authority to vote for another nominee proposed by our Board. Alternatively, our Board may reduce the number of directors to be elected at the Annual Meeting.


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

Triumph Bancorp | 2022 Proxy Statement 5

Information Concerning the Nominees and Directors

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

Director
Since

Committee Membership

Name

Age

Position

Independent

Charles A. Anderson

2010

Director

✓

Harrison B. Barnes

2021

Director

✓

Debra A. Bradford

2020

Director

✓

Richard L. Davis

2010

Director

✓

Laura K. Easley

2020

Director

✓

Aaron P. Graft

2010

Director, Vice Chairman, Chief Executive Officer & President

Maribess L. Miller

2014

Director

✓

Frederick P. Perpall*

2016

Director

✓

Michael P. Rafferty

2014

Director

✓

Carlos M. Sepulveda, Jr.

2010

Director & Chairman

✓

C. Todd Sparks

2010

Director

✓

*	Not standing for re-election at the Annual Meeting

C	Committee Chair

✓

Member

AC	Audit Committee

CC	Compensation Committee

NC	Nominating and Corporate Governance Committee

RM	Risk Management Committee

We believe the current composition of our Board of Directors provides a high level of independence and represents a broad mix of tenure as well as gender and ethnic diversity.


Director Tenure	Diversity	Independence

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

6 Triumph Bancorp | 2022 Proxy Statement

Director Qualifications and Attributes

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


EXPERIENCE / QUALIFICATIONS / SKILLS / ATTRIBUTES

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

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

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

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

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

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

Triumph Bancorp | 2022 Proxy Statement 7

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

Name

Banking
Experience

Financial
Experience

Senior
Leadership
Experience

Diversity

Public
Company
Board
Experience

Transportation
and Payments
Experience

Charles A. Anderson

Harrison B. Barnes

Debra A. Bradford

Richard L. Davis

Laura K. Easley

Aaron P. Graft

Maribess L. Miller

Michael P. Rafferty

Carlos M. Sepulveda, Jr.

C. Todd Sparks

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

As of March 15, 2022 we are in compliance with Nasdaq Rule 5605(f) regarding Board diversity and we will remain in compliance with such rule following our Annual Meeting giving effect to the directors standing for election at the meeting. The following diversity statistics are presented in accordance with the standardized disclosure matrix set forth in such Rule:


Total Number of Directors								10



	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	3	7	—	—
Part II: Demographic Background
African American or Black	—	1	—	—
Alaskan Native or Native American	—	—	—	—
Asian	—	—	—	—
Hispanic or Latinx	—	1	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	3	5	—	—
Two or More Races or Ethnicities	—	—	—	—
LGBTQ+	—	—	—	—
Did Not Disclose Demographic Background	—	—	—	—

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

8 Triumph Bancorp | 2022 Proxy Statement

Directors Standing for Election at the 2022 Annual Meeting



	*Carlos M. Sepulveda, Jr.* Retired President and Chief Executive Officer Interstate Batteries, Inc. Carlos M. Sepulveda, Jr. has served as Chairman of our Board of Directors since 2010. He also serves as chairman of TBK Bank, SSB. Since March 2014, Mr. Sepulveda has served on the Board of	Chairman of the Board Independent Director Director Since 2010 Age 64 Key Qualifications and Expertise: • Senior Leadership Experience • Financial Experience • Diversity Other Current Public Boards: • Cinemark Holdings, Inc.
Directors of Savoya, a chauffeured ground transportation service provider. In 2007, he joined the Board of Directors of Cinemark Holdings, Inc. (NYSE: CNK) and in 2016 was named Lead Director. In addition, he serves as Chairman of the Audit Committee, and is a member of both the Compensation Committee and the Strategic Planning Committee. From 2013 to January 2017, Mr. Sepulveda served on the Board of Matador Resources Company (NYSE:MTDR), as Director, Chairman of the Audit Committee, Chairman of the Financial Committee, and a member of both the Nominations Committee and Executive Committee. Mr. Sepulveda joined Interstate Battery System International, Inc. in 1990, and served as its President and Chief Executive Officer from 2004 until 2013, and continues to serve on its Board of Directors as he has since 1995. Prior to joining Interstate Battery, Mr. Sepulveda was a partner at KPMG with more than 10 years of audit experience, including a concentration in financial services companies and banks. Mr. Sepulveda received a Bachelor of Business Administration with highest honors from the University of Texas at Austin. He is a certified public accountant (CPA) and is a member of the American Institute of CPAs and Texas Society of CPAs.


	*Aaron P. Graft* Founder, Vice Chairman and Chief Executive Officer of the Company Aaron P. Graft is the Founder, Vice Chairman and Chief Executive Officer of the Company. He also serves as the Vice Chairman and Chief Executive Officer of TBK Bank, SSB and is the Vice Chairman	Director Director Since 2010 Age 44 Key Qualifications and Expertise: • Banking Experience • Senior Leadership Experience • Transportation and Payments Experience
of Triumph Business Capital and a Director of Triumph Insurance Group, Inc. Mr. Graft also serves as a Director and as Vice Chairman of The Bank of the West of Thomas, Oklahoma. Prior to establishing Triumph Bancorp, Inc., Mr. Graft served as the Founder and President of Triumph Land and Capital Management, LLC, where he oversaw the management of several multi-family and commercial real estate projects in receivership and led the acquisition of multiple pools of distressed debt secured by multi-family projects. Prior to Triumph, Mr. Graft worked for Fulbright & Jaworski, LLP (now Norton Rose Fulbright LLP) where he focused on distressed loan workouts. Mr. Graft received a Bachelor of Arts, cum laude, and a Juris Doctorate, cum laude, from Baylor University. He is a member of Young Presidents’ Organization. He also serves on the Baylor University Hankamer School of Business Advisory Board. In 2017, Mr. Graft received the EY Entrepreneur Of The Year^® Award in the Business & Financial Services category in the Southwest Region and the Baylor University 2017 Young Alumnus of the Year. In 2014, he was recognized by the Dallas Business Journal with the “40 Under 40” award.

Triumph Bancorp | 2022 Proxy Statement 9



	*Charles A. Anderson* Co-Founder Bandera Ventures, Ltd. Charles A. Anderson cofounded Bandera Ventures, Ltd., a firm focused on industrial development and acquisitions, distressed office acquisitions and long-term lease opportunities. Prior to	Independent Director Director Since 2010 Age 61 Board Committees: • Compensation (Chair) • Nominating Corporate Governance Key Qualifications and Expertise: • Senior Leadership Experience Other Current Public Boards: • Highwoods Properties, Inc.
that, Mr. Anderson was associated with the Trammell Crow Company where he served as Senior Executive Director, responsible for the Development and Investment Group for the Western half of the United States. Since 2014, Mr. Anderson has served on the Board of Directors and as a member of the Investment Committee of Highwoods Properties, Inc. (NYSE:HIW), a publicly traded real estate investment trust. He earned his Bachelor of Business Administration and Master of Business Administration from Southern Methodist University, where he graduated summa cum laude.


	*Harrison B. Barnes* Professional Athlete National Basketball Association Harrison B. Barnes, through his family office, is a community bank supporter and investor. He is a member of the board of directors of First National Bank (Ames, IA), the largest bank subsidiary of Ames National	Independent Director Director Since 2021 Age 29 Board Committees: • Compensation Key Qualifications and Expertise:

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