Carlos M. Sepulveda, Jr.
About Carlos M. Sepulveda, Jr.
Carlos M. Sepulveda, Jr. is the independent Chairman of the Board of Triumph Financial, Inc. (TFIN), serving on the board since 2010. He is 67, a CPA, and previously served as Executive Chairman of the Company (service ended in 2015); the Board has subsequently determined he is independent under SEC and Nasdaq rules . He is also Chairman of TBK Bank, SSB (TFIN’s subsidiary) and brings prior CEO experience at Interstate Batteries and audit partnership at KPMG .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Interstate Battery System International, Inc. | President & CEO | 2004–2013 | Continues to serve on its Board of Directors since 1995 |
| KPMG | Audit Partner | ~11 years (prior to 1990s) | Financial services/banks concentration; public company audit experience |
| Matador Resources Company (NYSE: MTDR) | Director | 2013–Jan 2017 | Chair of Audit Committee and Financial Committee; member of Nominations and Executive Committees |
External Roles
| Organization | Role | Since | Committees/Notes |
|---|---|---|---|
| Cinemark Holdings, Inc. (NYSE: CNK) | Independent Chairman | 2022 (Director since 2007; Lead Director since 2016) | Committee memberships include Audit, Compensation, and Strategic Planning (Cinemark 2025 proxy); identified as audit committee financial expert at Cinemark |
| TBK Bank, SSB (subsidiary) | Chairman | — | Subsidiary oversight; directors receive additional retainers for bank/committee service |
| Travel Research Advisers LLC DBA Savoya Holdings, LLC | Director | 2014–present | Private company board service |
Board Governance
- Roles and committees at TFIN: Independent Chairman of the Board; member of the Compensation Committee .
- Independence: Board affirms independence for all directors other than the CEO and one director (Deadman); notes Sepulveda’s prior Executive Chairman role ended in 2015 and that he is independent under SEC/Nasdaq standards .
- Attendance: In 2024 the Board met 4 times, committees met 21 times; each director attended at least 75% of the meetings of the Board and committees on which they served. Ten of eleven then-serving directors attended the 2024 annual meeting .
- Committee activity: Compensation Committee met 4 times in 2024; Sepulveda is one of four independent members (Chair: Charles A. Anderson) .
- Leadership structure: TFIN separates roles of CEO and Chairman; Sepulveda serves as independent Chair, providing oversight and facilitating independent sessions .
Fixed Compensation
Director pay structure and Sepulveda’s recent director compensation.
- TFIN director fee schedule (2024):
- Board Chair cash retainer $55,000; Board Chair stock $100,000; Board member cash $40,000; Board member stock $75,000. Committee retainers (cash): Audit Chair $37,500/member $12,500; Compensation Chair $12,000/member $3,000; NCG Chair $12,000/member $3,000; Risk & Compliance Chair $30,000/member $10,000 .
- Subsidiary/affiliate boards: TBK Bank, SSB Board cash $15,000 (chair)/$10,000 (member); Triumph Financial Services LLC Board cash $7,500 and stock $15,000; Triumph Insurance Group, Inc. Board cash $2,500 and stock $5,000 .
| Year | Fees Earned in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 58,000 | 119,802 | 41,800 (includes TBK Bank/subsidiary board fees and $1,800 wellness reimbursement) | 219,602 |
| 2023 | 53,000 | 109,777 | 40,000 (subsidiary board fees) | 202,777 |
Notes:
- All non-employee director stock awards were fully vested on the date of grant; director equity generally granted February 1 and July 1 .
- Director fees are set by the Nominating & Corporate Governance Committee using peer data from an independent consultant .
Performance Compensation
- TFIN discloses no performance-conditioned director equity; non-employee director awards are fully vested at grant. Accordingly, no revenue/EBITDA/TSR-based metrics apply to director compensation .
- Equity grant timing for directors: typically February 1 and July 1; schedule not tied to MNPI; committee may approve off-cycle in special cases .
| Performance Metric | Applied to Director Pay? | Notes |
|---|---|---|
| Revenue growth / EBITDA / TSR / ESG goals | No | Non-employee director stock awards are fully vested, time-based; no performance metrics disclosed for director pay . |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| Cinemark Holdings, Inc. (NYSE: CNK) | Independent Chairman | Audit; Compensation; Strategic Planning | Independent since 2022; audit committee financial expert at Cinemark; prior Lead Director since 2016 |
| Matador Resources (NYSE: MTDR) | Former Director (2013–2017) | Audit Chair; Financial Committee Chair; Nominations; Executive | Past public board; no current interlock with TFIN |
| TBK Bank, SSB | Chairman | — | Subsidiary board; additional fees for bank/committee service are disclosed in “All Other Compensation” |
No related-party transactions involving Sepulveda were disclosed; TFIN’s Nominating & Corporate Governance Committee reviews and approves any related party transactions above $120,000 to ensure independence and fairness .
Expertise & Qualifications
- Senior leadership and financial expertise (former CEO at Interstate Batteries; CPA; former KPMG audit partner) .
- At TFIN, identified for senior leadership and financial experience; public company board experience highlighted in Board skills matrix .
- At Cinemark, designated an audit committee financial expert under SEC rules (company’s proxy) .
Equity Ownership
- Ownership guidelines: Non-employee directors are expected to hold shares equal to 5x the annual cash retainer within five years of joining the board or adoption of the guidelines; unvested options and unearned PSUs don’t count. The company reports directors are in compliance or on track by their measurement dates .
- Hedging/pledging: Hedging and short sales are prohibited; pledging is restricted and pledged shares don’t count toward ownership guidelines (pre-approved exceptions only) .
| As Reported | Common Shares Beneficially Owned | % of Common Shares | Series C Preferred Depository Shares | % of Series C Depository Shares |
|---|---|---|---|---|
| 2025 Proxy | 343,690 | 1.47% | 12,798 | 0.71% |
| 2024 Proxy | 367,484 | 1.57% | 12,798 | 0.89% |
Insider Trades (Form 4)
Recent transactions for Mr. Sepulveda as reported to the SEC.
| Transaction Date | Type | Shares | Price ($) | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|
| 2024-02-01 | Award (A) | 859 | 0.00 | 367,484 | SEC Form 4 |
| 2024-04-29 | Sale (S) | 16,000 | 71.12 | 351,484 | SEC Form 4 |
| 2024-07-01 | Award (A) | 748 | 0.00 | 352,232 | SEC Form 4 |
| 2024-07-26 | Gift (G) | 9,232 | 0.00 | 343,000 | SEC Form 4 |
| 2025-02-03 | Award (A) | 690 | 0.00 | 343,690 | SEC Form 4 |
| 2025-04-22 | Purchase (P) | 6,765 | 47.64 | 350,455 | SEC Form 4 |
| 2025-04-22 | Purchase (P, Indirect) | 265 | 47.86 | 265 (indirect account) | SEC Form 4 |
| 2025-07-01 | Award (A) | 857 | 0.00 | 351,312 | SEC Form 4 |
Notes: Transactions reflect a mix of fully vested director stock awards granted per TFIN’s director grant cadence (Feb/Jul) and an April 2025 open-market purchase, signaling alignment, alongside a May 2024 sale and a July 2024 gift (see individual SEC links above).
Governance Assessment
-
Strengths
- Long-tenured independent Chair with deep financial oversight (CPA; former KPMG partner) and operating experience (former CEO), plus multi-committee leadership experience at an external S&P-listed company (Cinemark) .
- Clear compensation governance: fully independent Compensation Committee; outside consultant (Meridian) engaged; committee meets in executive session; four meetings in 2024 .
- Robust ownership alignment: sizable beneficial ownership; director ownership guideline of 5x cash retainer; hedging prohibited; pledging restricted and excluded from guideline compliance; no pledging note for Sepulveda in proxy footnotes .
- Recent open-market purchase (April 2025) supports alignment and confidence signal at lower share price (~$47.64) [SEC Form 4 link above].
-
Watch items / potential red flags
- Additional fees from subsidiary boards (TBK Bank, SSB and affiliates) increase total director pay (“All Other Compensation”), which can create perceived internal incentives; however, such fees are disclosed and approved by governance processes .
- Prior executive leadership at TFIN (Executive Chairman until 2015) introduces potential familiarity risk; the Board explicitly reaffirmed his independence under SEC/Nasdaq standards .
- 2024 insider sale (16,000 shares at ~$71.12) partially offset by subsequent gifts and a 2025 purchase; pattern bears monitoring for net accumulation trend over time (see Insider Trades) [SEC Form 4 links above].
-
Board effectiveness indicators
- Separation of Chair/CEO roles; risk oversight distributed across committees; at least 75% meeting attendance by all directors in 2024; independent majority; clear related-party transaction review protocol under the NCGC .
Citations
- TFIN 2025 DEF 14A (filed 2025-03-10):
- TFIN 2024 DEF 14A (filed 2024-03-14):
- Cinemark Holdings materials: 2025 DEF 14A and governance pages confirming chair role and committee memberships
- Insider trades: SEC Form 4 links as provided per transaction (see Insider Trades table).