Triumph Financial : 2023 Proxy Statement

Staying the Course

Notice of 2024 Annual Meeting of Stockholders and Proxy Statement

TRIUMPH FINANCIAL, INC.

12700 Park Central Drive, Suite 1700

Dallas, Texas 75251

[phone]

March 14, 2024

Dear Triumph Financial, Inc. Stockholders,

You are cordially invited to attend the Annual Meeting of Stockholders of Triumph Financial, Inc. (the "Company"). The meeting will be held on Tuesday, April 23, 2024. The Annual Meeting will begin promptly at 8:30 a.m., local time, at 3 Park Central, 12700 Park Central Drive, 15th Floor, Dallas, Texas 75251.

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

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/TFIN.

Sincerely,

Aaron P. Graft

President and Chief Executive Officer

Notice of Annual Meeting of Stockholders

To be held April 23, 2024

Meeting Information

Date:	April 23, 2024
Time:	8:30 a.m. Central Time
Location:	3 Park Central, 12700 Park Central Drive, 15th Floor
	Dallas, Texas 75251
Record Date:	Close of business, February 26, 2024

Voting Items

1. To elect the eleven directors named in the accompanying proxy statement to our Board of Directors to serve until the next annual meeting of stockholders or until their respective successors have been elected and qualified;
2. To vote on a non-binding advisory resolution to approve the compensation of the Company's named executive officers as disclosed in the accompanying proxy statement (the "Say on Pay Proposal");
3. To ratify the appointment of Crowe LLP as our independent registered public accounting firm for the current fiscal year; and
4. To transact any business as may properly come before the Annual Meeting or any adjournments or postponements.

We are furnishing our 2023 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 14, 2024, which provides them with instructions on how to vote and how to access the 2023 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 2023 Annual Report and proxy materials will receive an email notice with details on how to access those materials and how to vote.

2024 Proxy Statement

How to Vote

Stockholders of record may vote:

•

•

•

By Internet: go to www.proxypush.com/TFIN

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 26, 2024 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 14, 2024

Dallas, TexasAaron 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 23, 2024.

The Proxy Statement for the 2024 Annual Meeting, the Notice of the 2024 Annual Meeting, the form of proxy and the Company's 2023 Annual Report are available at www.proxydocs.com/TFIN.

2024 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	52
Certain Relationships and Related Party Transactions	53
Security Ownership of Certain Beneficial Owners and Management	55
Proposal 2: Management Proposal Regarding Advisory Approval of the Company's Executive
Compensation	57
Proposal 3: Ratification of Selection of Independent Registered Public Accounting Firm	58
Report of the Audit Committee	60
Stockholder Proposals	62
Householding	63
Annex A	A-1

2024 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 23, 2024
Time:	8:30 a.m. Central Time
Location:	3 Park Central, 12700 Park Central Drive, 15th Floor
	Dallas, Texas 75251
Record Date:	Close of business, February 26, 2024

How to Vote

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

INTERNET

TELEPHONE

MAIL

IN PERSON

Visit www.proxypush.com/TFIN. You will need the control number printed on your notice, proxy card or voting instruction form.

Dial toll-free(866-206-5381) or the telephone number on your voting instruction form. You will need the control number printed on your notice, proxy card or voting instruction form.

If you received a paper copy of the proxy materials, send your completed and signed proxy card or voting instruction form using the enclosed postage- paid envelope.

By attending the meeting

and following the instructions

for voting.

Matters to be Voted Upon

		Required	Board	Page
Proposals	Approval	Recommendation	Reference
1.	Election of Directors	Majority of	FOR each	5
		Votes Cast	Nominee
2	Management Proposal Regarding Advisory Approval of the	Majority of	FOR	57
	Company's Executive Compensation	Votes Cast
3.	Ratification of Selection of Independent Registered Public	Majority of	FOR	58
	Accounting Firm	Votes Cast

2024 Proxy Statement