Charles A. Anderson
About Charles A. Anderson
Independent director of Triumph Financial, Inc. (TFIN) since 2010; age 64. Co‑founder of Bandera Ventures, a real estate development and investment firm; previously Senior Executive Director at Trammell Crow Company overseeing the Development & Investment Group for the Western U.S. MBA and BBA from Southern Methodist University, summa cum laude. Current public company directorship: Highwoods Properties, Inc. (NYSE: HIW), board member and Investment Committee member since 2014 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Trammell Crow Company | Senior Executive Director (Development & Investment Group – Western U.S.) | Not disclosed | Senior leadership in large-scale real estate development |
| Bandera Ventures, Ltd. | Co‑Founder | Not disclosed | Co-founded firm focused on industrial development, distressed office, and long-term lease opportunities |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Highwoods Properties, Inc. (NYSE: HIW) | Director | Since 2014 | Investment Committee |
Board Governance
- Independence: The Board determined all current directors except Aaron P. Graft and Davis Deadman are independent; Anderson is independent .
- Committees: Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee .
- Attendance: In 2024, the Board held 4 meetings and committees held 21; each director attended at least 75% of meetings of the Board and committees on which they served. Ten of eleven then-serving directors attended the 2024 annual meeting .
- Say-on-Pay and Shareholder Votes (2025): Say‑on‑pay FOR 14,175,273; AGAINST 5,598,431; ABSTAIN 22,876; Broker non‑votes 1,192,046. Director nominees, including Anderson, received majority support (Anderson FOR 18,889,071; AGAINST 867,376; WITHHELD 40,133; Broker non‑votes 1,192,046). “1‑year” frequency received 18,699,845 votes. Shareholders approved the Fourth Amendment to the 2014 Omnibus Incentive Plan . Historical context: 2024 say‑on‑pay received approximately 95% support of votes cast (excluding broker non‑votes) .
Fixed Compensation
- Structure and rates (Triumph Financial, Inc.; 2024):
- Annual Board retainer: Chair $55,000 cash; $100,000 stock; Member $40,000 cash; $75,000 stock. Committee retainers: Audit Chair $37,500; member $12,500; Compensation Chair $12,000; member $3,000; Nominating & Corporate Governance Chair $12,000; member $3,000; Risk & Compliance Chair $30,000; member $10,000. Additional TBK Bank/affiliate board retainers also apply (separate cash and stock) .
- 2024 Actual (Anderson):
- Fees earned in cash: $55,000; Stock awards: $74,994; All other compensation: $10,000; Total: $139,994 .
| Director Compensation (USD) | 2024 |
|---|---|
| Cash Fees | $55,000 |
| Stock Awards (grant-date FV) | $74,994 |
| All Other Compensation (primarily TBK Bank/affiliate board fees) | $10,000 |
| Total | $139,994 |
- Hedging/Pledging policy: Directors and officers are prohibited from hedging (e.g., puts, calls, swaps, collars) and short sales; pledged shares do not count toward ownership guidelines. Pledging only by pre‑approved exception with clear ability to repay without using pledged securities .
Performance Compensation
- Director equity awards are fully vested at grant (February 1 and July 1 grant cycles for director stock); no performance metrics apply to director equity .
| Element | Metric(s) | Weighting | Payout Determination |
|---|---|---|---|
| Director Stock Awards | None (time/fully vested at grant) | N/A | Grant-date fair value; fully vested on grant |
Other Directorships & Interlocks
- Current public boards: Highwoods Properties, Inc. (NYSE: HIW), Board and Investment Committee .
- No disclosed interlocks with Triumph customers/suppliers/competitors from Anderson’s external roles. Related‑party exposure noted separately below.
Expertise & Qualifications
- Senior leadership/operator experience (real estate development and investment) and public company board experience .
- Education: BBA and MBA from Southern Methodist University; summa cum laude .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % Outstanding | Within 60 Days (RS/RSU) | Options Exercisable Within 60 Days | Notes |
|---|---|---|---|---|---|
| Charles A. Anderson | 128,551 | “*” (<1%) | — | — | No footnote disclosures of pledging for Anderson; table shows “*” indicates <1% |
- Stock ownership guidelines: Non‑employee directors are expected to own shares equal to 5x annual cash retainer within 5 years of election and maintain thereafter; unvested options and unearned performance RSUs do not count .
Related-Party Transactions (Conflict Screening)
- HPI Corporate Services LLC: The Company engaged HPI Corporate Services for real estate brokerage on HQ purchase, HQ lease expansion/extension, and factoring division office lease. Richard Anderson, Charles Anderson’s brother, is a minority investor in HPI Corporate Services. Brokerage fees paid by landlords for these transactions totaled $250,000 in 2024 and $100,832 in 2022 (none in 2023). The Nominating & Corporate Governance Committee approved the engagement, with Director Anderson abstaining, after reviewing market rates and HPI’s expertise .
- RED FLAG: Family‑linked related‑party engagement exists, though offset by committee review, abstention, and disclosed third‑party payment structure .
- Ordinary‑course banking relationships with officers/directors and affiliates occur on market terms; no related‑party loans flagged as problem loans as of the proxy date .
Compensation Structure Analysis (Director program YoY context)
| Component | 2023 | 2024 |
|---|---|---|
| Board Chair Cash Retainer (TFIN) | $50,000 | $55,000 |
| Board Chair Stock (TFIN) | $90,000 | $100,000 |
| Board Member Cash Retainer (TFIN) | $35,000 | $40,000 |
| Board Member Stock (TFIN) | $70,000 | $75,000 |
| TBK Bank Exec Loan Comm. Chair Cash | $50,000 | $35,000 |
- Implications: Modest increase in core Board retainers (cash and stock), small decrease on a TBK Bank committee chair fee. No evidence of performance-linked director equity or option repricing. Equity remains fully vested at grant (lower alignment than performance‑based, but offset by ownership guidelines) .
Governance Assessment
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Positives
- Independent director; chairs Compensation Committee, providing direct accountability over pay practices; committee met four times in 2024 .
- Board-level anti‑hedging and tightly controlled pledging policy; director ownership guidelines at 5x cash retainer support alignment .
- Strong shareholder support for 2025 director slate and say‑on‑pay (majority approvals); prior year say‑on‑pay received ~95% support, indicating shareholder confidence in compensation oversight .
-
Watch items / RED FLAGS
- Related‑party exposure via HPI Corporate Services (minority interest held by Anderson’s brother). While approved with abstention and third‑party payments, the familial link warrants continued monitoring of scope/fees to avoid perception of conflict .
-
Engagement/Attendance
- Meets baseline attendance (≥75%); Board/committee cadence indicates active governance; strong attendance at annual meeting (10 of 11 in 2024) .
-
Overall view: Anderson brings deep real estate and public board experience; his chair role on Compensation positions him to influence pay‑for‑performance rigor. Governance structures (ownership guidelines, hedging/pledging limits, say‑on‑pay results) point to solid alignment, with the disclosed related‑party brokerage engagements the primary area for ongoing scrutiny .