Adam D. Nelson
About Adam D. Nelson
Executive Vice President, General Counsel and Secretary of Triumph Financial, Inc. and TBK Bank, SSB since 2013; age 47 as of the 2025 proxy . Education: BA in Economics, magna cum laude, Baylor University; JD, cum laude, Harvard Law School . Prior roles include VP & Chief Compliance Officer at Trinitas Capital Management; VP & Deputy General Counsel at ACE Cash Express; and attorney at Weil Gotshal & Manges focusing on M&A, management buyouts, and private equity transactions—building deep regulatory, transactional, and compliance expertise relevant to a regulated financial institution and fintech platform . Company-level performance context during his tenure: Triumph’s cumulative total shareholder return from 12/31/2019 to 12/31/2024 reached 239.03%, outperforming peer indices, while 2024 Payments segment revenue grew 35% YoY and Q4 Payments EBITDA margin reached 8.6% amid freight downturn pressures .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Trinitas Capital Management, LLC | Vice President & Chief Compliance Officer | Pre-2013 | Led compliance at an independent registered investment adviser—regulatory rigor and risk management credentials . |
| ACE Cash Express, Inc. | Vice President & Deputy General Counsel | Pre-2013 | Senior legal leadership at a financial services retailer—consumer finance, operations, and compliance exposure . |
| Weil, Gotshal & Manges, LLP | Attorney | Pre-2013 | Focused on M&A, management-led buyouts, and private equity transactions—transaction execution and governance expertise . |
Fixed Compensation
2020 reported compensation (Adam D. Nelson):
| Component | 2020 ($) |
|---|---|
| Base Salary | $305,000 |
| Non-Equity Incentive (AIP) | $146,546 |
| Stock Awards | $133,557 |
| Option Awards | $40,692 |
| All Other Compensation | $11,400 |
| Total | $637,195 |
Performance Compensation
Annual Incentive Program (AIP) – 2020 structure and outcomes
| Metric | Weight | Threshold | Target | Stretch | Actual | Earned % |
|---|---|---|---|---|---|---|
| Earnings Per Share | 60% | $1.87 | $2.20 | $2.53 | $2.53 | 150% |
| Non-Performing Assets / Total Assets | 10% | 1.25% | 1.00% | 0.75% | 1.15% | 70% |
| Net Charge-Offs / Avg Total Loans | 10% | 0.35% | 0.28% | 0.20% | 0.10% | 150% |
| Employee / Customer Engagement | 20% | 50% | 100% | 150% | 100% | 100% |
| Weighted % of Target Bonus Earned | — | — | — | — | — | 132% (Committee reduced to 120% for NEOs due to 2020 acquisition impacts) |
AIP metrics emphasized enterprise EPS, credit quality and engagement; the Compensation Committee used negative discretion to reduce payouts to 120% of target for NEOs given acquisition-related impacts .
Long-Term Incentive Program (LTIP) – Adam’s 2020 target grant values
| Component | Target Grant Value ($) |
|---|---|
| Performance Shares (relative TSR) | $76,250 |
| Time-Vested Restricted Stock | $38,125 |
| Nonqualified Stock Options | $38,125 |
| Total LTIP | $152,500 |
LTIP design (2020): Performance shares vest based on relative TSR vs publicly traded banks ($2.5–$30B assets) over 3 years—0% to 175% of target based on percentile (25th→50th→75th→90th), with linear interpolation; time-vested RS/RSUs and options vest 25% annually over 4 years; options struck at grant date closing price . Equity grants are generally approved/issued on May 1 each year; time-based awards vest in equal tranches on each of the first four anniversaries .
Equity Ownership & Alignment
Beneficial ownership progression:
| Metric | 2021 | 2023 | 2025 |
|---|---|---|---|
| Shares of Common Stock Direct/Indirect | 11,387 | 23,905 | 29,460 |
| Shares Issuable Within 60 Days | — | — | — |
| Shares Subject to Future Vesting Requirements | 3,188 | 1,521 | 2,825 |
| Stock Options Exercisable Within 60 Days | 17,948 | 23,714 | 9,225 |
| Total Shares Beneficially Owned | 32,523 | 49,140 | 41,510 |
| Percent of Common Shares Outstanding | <1% | <1% | <1% |
Stock ownership guidelines: executive officers are expected to hold ≥1.5x base salary; Nominating & Corporate Governance Committee monitors compliance, with executives either compliant or expected to achieve compliance by measurement date . Hedging is prohibited; pledging is restricted to pre-approved exceptions and pledged shares cannot count toward ownership guidelines .
Outstanding awards detail (status as of 12/31/2020)
Options held:
| Exercisable | Unexercisable | Exercise Price | Expiration |
|---|---|---|---|
| 10,539 | — | $15.87 | 4/1/2026 |
| 3,768 | 1,255 | $25.80 | 4/1/2027 |
| 1,754 | 1,754 | $38.75 | 5/1/2028 |
| 632 | 1,897 | $31.00 | 5/1/2029 |
| — | 4,598 | $26.25 | 5/1/2030 |
Restricted stock and performance awards:
| Award Type | Shares Outstanding |
|---|---|
| Restricted Stock (2017) | 424 |
| Restricted Stock (2018) | 599 |
| Restricted Stock (2019) | 614 |
| Restricted Stock (2020) | 1,551 |
| Performance Shares (2019 — relative TSR) | 2,865 |
| Performance Shares (2019 — cumulative EPS target) | 12,500 |
| Performance Shares (2020 — relative TSR) | 5,429 |
Note: Performance EPS awards made in 2019 vested at 142% of target upon the three-year performance period end (12/31/2022) for participating NEOs; the 2023 proxy details vesting outcomes but Adam was not an NEO that year .
Employment Terms
- Employment agreement framework: one-year term ending Dec 31 with automatic one-year renewals unless notice of non-renewal; if a change in control occurs during the term, automatically extends to no earlier than the second anniversary of the change in control .
- Severance (Adam D. Nelson, as of the 2021 proxy set): Qualifying termination (without cause/for good reason) — 1.0x base salary plus 12 months health coverage; double-trigger CIC (termination within 24 months of CIC) — 2.0x base salary plus trailing 3-year average bonus, and 24 months health coverage .
- Restrictive covenants: perpetual confidentiality; one-year post-termination non-compete, non-solicit of employees/clients/investors, and business non-interference .
- Clawback: Compensation Recovery Policy consistent with SEC Rule 10D and Nasdaq 5608—recoupment of erroneously received incentive/equity compensation after a material restatement .
- Hedging/Pledging/Insider trading: hedging prohibited; pledging restricted and not counted toward ownership guidelines; pre-clearance and window requirements for insiders’ transactions .
- Equity grant cadence: annual employee/executive equity awards generally approved/issued May 1; time-vested awards vest 25% annually; options struck at grant date closing price .
Potential Payments (measurement date 12/31/2020; for Adam D. Nelson)
| Scenario | Severance ($) | Stock Awards ($) | Stock Options ($) | Welfare Benefits ($) | Total ($) |
|---|---|---|---|---|---|
| Qualifying Termination (no CIC) | $305,000 | $77,275 | — | $21,600 | $403,875 |
| Qualifying Termination — Change in Control | $892,593 | $890,504 | $181,568 | $43,200 | $2,007,865 |
| Death | — | $308,104 | $181,568 | — | $489,672 |
| Disability | — | $308,104 | $181,568 | — | $489,672 |
| Retirement | — | — | — | — | — |
Compensation Structure Analysis
- Mix and alignment: 2020 total compensation blended fixed (base salary) and performance-linked cash (AIP) plus equity (performance shares, RS, options), with LTIP 50% performance shares and 50% time-based equity—clear pay-for-performance orientation .
- Performance metrics rigor: AIP included EPS and credit quality guardrails (NPA/NCO), plus engagement; Committee applied negative discretion (132% → 120%) to reflect acquisition impacts, evidencing governance discipline .
- Equity risk and vesting: Time-based grants vest annually (four-year schedule), creating ongoing retention hooks; relative TSR performance shares assessed over three-year periods, reducing short-termism .
- Governance protections: Double-trigger CIC, robust clawback, hedging bans, and stock ownership guidelines reinforce shareholder alignment .
Related-Party and Governance Context
- No related-party transactions disclosed involving Adam D. Nelson in the available proxies; shareholder communication to the Board is administered via the General Counsel role .
- Say-on-pay support: approximately 95% approval at the 2024 annual meeting, indicating shareholder endorsement of the executive pay program .
- Compensation benchmarking: dual peer approach (banking and fintech) to capture Triumph’s hybrid profile and inform competitive equity emphasis .
Investment Implications
- Retention and execution continuity: Time-based RSUs outstanding (e.g., 2,825 shares subject to future vesting as of the 2025 proxy) and an annual May 1 vest cadence support retention incentives; double-trigger CIC mitigates windfalls and discourages opportunistic exits .
- Insider selling pressure: Near-term notable option exercise capacity appears modest in 2025 (9,225 options exercisable within 60 days), reducing mechanical selling pressure versus prior years; hedging bans and restricted pledging further limit misaligned risk-taking .
- Alignment: Ownership guidelines (≥1.5x salary) and compliance monitoring, combined with performance-weighted LTIP, support skin-in-the-game; no pledging disclosed for Adam, while company policy restricts it .
- Company performance tailwinds/headwinds: Despite freight downturn, Payments revenue growth and EBITDA margin improvement and long-run TSR outperformance suggest strategic execution resilience—a relevant backdrop for legal, risk, and governance stewardship under the General Counsel .