Triumph Financial (TFIN) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 23, 2026, with nine directors nominated for re-election and three directors retiring, reducing board size to nine.

• Shareholders will vote on director elections, a non-binding say-on-pay proposal, and ratification of Crowe LLP as auditor.

• 2025 financial performance showed net income of $22.2M, up from $12.9M in 2024, driven by transportation revenue growth, cost management, and strategic product investments.

• Key 2025 achievements include the acquisition and integration of Greenscreens AI, expansion of LoadPay accounts, and settlement of USPS litigation.

Voting matters and shareholder proposals

• Proposals include election of nine directors, advisory approval of executive compensation, ratification of Crowe LLP as auditor, and other business.

• Majority voting standard applies for uncontested director elections; all other proposals require a majority of votes cast.

• Shareholder proposals for the 2027 meeting must be received by November 11, 2026.

Board of directors and corporate governance

• Board held five meetings in 2025; all directors attended at least 75% of meetings.

• All directors except the CEO are independent per SEC and NYSE standards.

• Four standing committees: Audit, Compensation, Nominating and Corporate Governance, and Risk and Compliance.

• Board diversity: 33% women, 11% racial/ethnic diversity.

• Board leadership is separated between CEO and Chairman roles.

• Directors and executives are subject to stock ownership guidelines and hedging/pledging restrictions.