C. Todd Sparks
About C. Todd Sparks
Independent director of Triumph Financial, Inc. since 2010; age 57; Audit Committee member. He is Vice President and Chief Financial Officer of Discovery Operating Inc. and also serves on the TBK Bank, SSB board; education includes a BBA from Baylor University (1989) and an MBA from Texas A&M University (1992) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Triumph Financial, Inc. | Director (Independent) | Since 2010 | Audit Committee member (financial oversight, audit charter, external auditor appointment) |
| TBK Bank, SSB | Director | Since 2010 | Bank board service; related fees disclosed in director compensation |
| FirstCapital Bank of Texas | Director (former) | Not disclosed | Not disclosed |
| First Bancshares of Texas | Director (former) | Not disclosed | Not disclosed |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Discovery Operating Inc. (oil & gas E&P) | Vice President & CFO | Not disclosed | Senior financial leadership; active investor across sectors |
| Midland Classical Academy | Director | Not disclosed | Not disclosed |
Board Governance
- Independence: Board determined Sparks is independent under SEC/Nasdaq standards (all current directors except Aaron P. Graft and Davis Deadman) .
- Attendance: Each director attended at least 75% of total Board and committee meetings on which they served in 2024; Board held 4 meetings, committees held 21 .
- Committee assignments: Audit Committee member (committee met five times in 2024; chaired by Michael P. Rafferty; committee includes Miller, Bradford, Sparks) .
- Chair roles: None disclosed for Sparks .
- Annual meeting attendance: Company notes ten of eleven directors attended the 2024 annual meeting (individual attendance not specified) .
- Board leadership: Chair and CEO roles are separated (Chair: Carlos M. Sepulveda Jr.) to enhance oversight .
Fixed Compensation
| Component (2024) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 52,500 |
| Stock Awards (fully vested at grant) | 74,994 |
| All Other Compensation (bank subsidiary boards/committees) | 32,500 |
| Total | 159,994 |
Director fee schedule reference (Triumph Financial, Inc. and TBK Bank, SSB):
| Body/Committee | Chair Cash ($) | Chair Stock ($) | Member Cash ($) | Member Stock ($) |
|---|---|---|---|---|
| TFIN Board | 55,000 | 100,000 | 40,000 | 75,000 |
| Audit Committee | 37,500 | — | 12,500 | — |
| Compensation Committee | 12,000 | — | 3,000 | — |
| Nominating & Governance | 12,000 | — | 3,000 | — |
| Risk & Compliance | 30,000 | — | 10,000 | — |
| TBK Bank Board | 15,000 | — | 10,000 | — |
| TBK Bank ALCO | 7,500 | — | 5,000 | — |
| TBK Bank CRA | 6,000 | — | 3,000 | — |
| TBK Bank Executive Loan | 35,000 | — | 15,000 | — |
| Triumph Financial Services LLC Board | 7,500 | 15,000 | 7,500 | 15,000 |
| Triumph Insurance Group, Inc. Board | 2,500 | 5,000 | 2,500 | 5,000 |
Note: Director stock awards are granted semiannually (Feb 1 and Jul 1) and fully vested at grant .
Performance Compensation
| Performance-Based Metrics Tied to Director Pay | Details |
|---|---|
| None disclosed | Non-employee director compensation consists of cash retainers and fully vested stock awards; no performance metrics disclosed for director equity . |
Other Directorships & Interlocks
| Company | Public/Private | Role | Notes |
|---|---|---|---|
| FirstCapital Bank of Texas | Not disclosed | Former Director | Prior service; no current public company boards disclosed . |
| First Bancshares of Texas | Not disclosed | Former Director | Prior service; no current public company boards disclosed . |
Expertise & Qualifications
- Banking experience, financial experience, and senior leadership experience (skills matrix marks Sparks for all three) .
- Professional background spans CFO role in oil & gas, investing across real estate, banking, service companies, and start-ups; BBA (Baylor, 1989), MBA (Texas A&M, 1992) .
Equity Ownership
| Item | Amount |
|---|---|
| Shares of Common Stock directly or indirectly owned | 206,204 |
| Shares issuable within 60 days | — |
| Shares subject to future vesting requirements | — |
| Stock options exercisable within 60 days | — |
| Total Common Stock beneficially owned | 206,204 |
| Ownership as % of shares outstanding | <1% (asterisk in table) |
Footnote: Sparks exercises voting and dispositive control over an aggregate of 160,300 shares held by SBS Equity, LLC, The Sparks Foundations, Inc. (501(c)(3)), Sparco Market Fund, and the C. Todd Sparks Family Limited Partnership; he disclaims beneficial ownership except to his pecuniary interest .
Ownership alignment policies:
- Stock ownership guidelines: Non-employee directors expected to hold 5x annual cash retainer; compliance monitored, and each director/executive is either in compliance or expected to be by the measurement date .
- Hedging prohibited; pledging restricted and does not count toward ownership guidelines; pre‑approved exceptions require demonstrated ability to repay without resorting to pledged securities .
Insider Trades
| Date | Party | Transaction | Shares | Disclosure |
|---|---|---|---|---|
| June 20, 2024 | Spouse of C. Todd Sparks | Inherited shares | 4,229 | Reported on Form 4 filed Feb 5, 2024 |
Governance Assessment
- Board effectiveness: Sparks’ long tenure (since 2010) and Audit Committee membership provide continuity and financial oversight; Audit met five times in 2024, aligning with SEC/Nasdaq independence criteria for audit committees .
- Independence and engagement: Board determined Sparks is independent; directors attended at least 75% of Board/committee meetings; Board held 4 meetings and committees 21 in 2024, suggesting active governance cadence .
- Ownership alignment: Significant personal beneficial ownership (206,204 shares) combined with strict ownership guidelines (5x retainer) and anti‑hedging/pledging policies supports alignment with shareholder interests .
- Potential conflicts: Company maintains a formal related‑party transaction policy; ordinary‑course banking relationships with directors are on market terms, and no related‑party loans were categorized as nonaccrual/past due/restructured/potential problem loans; no Sparks‑specific related‑party transactions disclosed .
- Signals: Director compensation mix balances cash and equity (2024 total $159,994; stock awards fully vested), with subsidiary board service reflected in “All Other Compensation,” consistent with broader governance practices; no performance pay for directors mitigates pay‑for‑performance misalignment risk at the board level .