Davis Deadman
About Davis Deadman
Davis Deadman (age 61) is a director of Triumph Financial, Inc. (TFIN) since 2023 and serves on the Risk and Compliance Committee. He is a retired CEO/President of NexBank Capital, Inc.; a former senior portfolio manager/partner at Highland Capital; and previously served as TBK Bank’s Chief Lending Officer. He holds a BBA from Texas A&M, an MBA in Finance (cum laude) from SMU Cox, and is a CFA charterholder .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NexBank Capital, Inc. (platform included a broker-dealer and investment banking/corporate advisory firm) | Chief Executive Officer and President | 2004–2010 | Led financial services platform; served on multiple boards within the NexBank platform |
| Highland Capital Management, L.P. | Senior Portfolio Manager; Partner | 1998–2009 | Managed team responsible for several billion-dollar credit portfolio |
| Mutual Benefit Life | Investment Officer | Pre-1998 | Managed ~$200 million commercial real-estate backed loan portfolio |
| TBK Bank, SSB / Triumph Financial, Inc. | Various roles; Chief Lending Officer (TBK Bank) | 2011–2014 CLO; service in employment capacity ended 2022 | Senior lending leadership; subsequent employment ended in 2022 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| North Texas Certified Development Corporation (SBA-chartered) | Director | Not disclosed | Focused on providing debt capital to small business in Texas |
| NexBank Capital, Inc. (bank and holding company boards) | Director | 2004–2010 | Multiple boards within the NexBank platform |
Board Governance
- Committee assignments: Member, Risk and Compliance Committee (RCC); not a chair . The RCC oversees enterprise risk, regulatory compliance, and IT security including cybersecurity and artificial intelligence .
- Independence: The Board determined that, with the exception of Aaron P. Graft and Davis Deadman, all directors are independent; Deadman is therefore not independent (reflecting his prior employment with the Company/TBK Bank through 2022) .
- Attendance and engagement: In 2024, the Board held 4 meetings and committees held 21; each director attended at least 75% of the Board and committee meetings on which they served .
- Committee activity levels (2024): Audit (5 meetings) ; Compensation (4) ; Nominating & Corporate Governance (4) ; Risk & Compliance (4) .
- Election/tenure: Director since 2023; nominated for a one-year term expiring at the 2026 annual meeting .
Fixed Compensation
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Cash retainer (TFIN Board/committees) | $50,000 | Paid quarterly |
| Equity awards (TFIN) | $74,994 | Director equity grants are fully vested at grant; typically issued Feb 1 and Jul 1 |
| All Other Compensation | $56,000 | Cash retainers for service on TBK Bank, SSB and/or subsidiary boards/committees |
| Total (FY2024) | $180,994 | Sum of components above |
Additional context:
- 2024 director fee schedule: Board chair/member cash and stock retainers; committee chair/member cash retainers; separate retainers for TBK Bank, SSB and subsidiaries where applicable .
- Director equity grant cadence: generally each February 1 and July 1; fully vested upon grant .
Performance Compensation
- No performance-conditioned director pay is disclosed; non-employee director compensation consists of cash retainers and fully vested stock awards rather than performance share units or option awards tied to metrics .
- Company-wide compensation clawback and hedging/pledging restrictions apply to directors (clawback for performance-based pay in event of material restatement; hedging prohibited; pledging restricted to pre-approved exceptions) .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Notes |
|---|---|---|---|
| TBK Bank, SSB and/or subsidiaries | Subsidiary | Board/Committee service (compensated in 2024) | All Other Compensation for directors includes cash retainers for TBK Bank, SSB and subsidiary board/committee service |
| North Texas Certified Development Corporation | Non-profit/SBA-chartered | Director | External civic/finance role (SBA) |
| Current public company boards | — | None disclosed | No current public company boards listed in biography |
Expertise & Qualifications
- Skills matrix: Banking Experience; Financial Experience; Senior Leadership Experience .
- Credentials: CFA charterholder; MBA (Finance, cum laude) SMU Cox; BBA Texas A&M .
- Committee fit: Service on RCC aligns with risk, compliance, and cybersecurity/AI oversight responsibilities .
Equity Ownership
| Security | Amount | % Outstanding | Notes |
|---|---|---|---|
| Common Stock (beneficially owned) | 8,227 shares | <1% (indicated as “*”) | No shares shown as subject to future vesting; no options indicated in table for Deadman |
| Depository Shares – 7.125% Series C Preferred (1/40th of a preferred share each) | 25,500 Depository Shares | 1.42% of Depository Shares | Series C preferred depositary share count and percentage as disclosed |
Ownership alignment policies:
- Stock ownership guidelines: Non-employee directors expected to hold shares equal to 5x the annual cash retainer within five years; the Company states each director is in compliance or expected to achieve by the measurement date .
- Hedging is prohibited; pledging restricted (does not count toward ownership guidelines unless approved) .
Governance Assessment
- Independence and potential conflicts: Deadman is not independent per Board determination, reflecting his prior employment with the Company/TBK Bank through 2022; independence may be perceived as constrained versus fully independent directors .
- Committee effectiveness signal: Placement on the Risk & Compliance Committee leverages his banking and credit background; committee oversees enterprise risk, regulatory compliance, and cybersecurity/AI—key risk domains for TFIN’s payments and banking operations .
- Attendance and engagement: Met Company’s threshold—each director attended at least 75% of applicable meetings in 2024, a baseline indicator of engagement .
- Ownership alignment: Holds 8,227 common shares (<1%) and 25,500 preferred depositary shares (1.42% of Series C); subject to a 5x retainer ownership guideline and anti-hedging/pledging policies, which support alignment, though individual compliance status is not separately disclosed beyond the Company’s aggregate statement .
- Director pay structure: Combination of cash and fully vested stock awards at the parent plus subsidiary board fees; no director-specific performance pay, which limits direct pay-for-performance linkage for directors but aligns via equity retainers and ownership guidelines .
RED FLAGS
- Not independent (Board-determined) due to recent prior employment with the Company/TBK Bank; this can affect perceptions of board oversight independence, particularly on sensitive topics .
RELATED-PARTY/CONFLICT CONTROLS
- The Nominating & Corporate Governance Committee reviews and must approve any related party transactions; policy aligns with SEC and Nasdaq requirements, considering independence and fairness; no Deadman-specific related party transactions are identified in the cited sections .
Say-on-Pay Context (company-level signal):
- 2024 say-on-pay approval received ~95% of votes cast, indicating broad shareholder support for compensation programs, though this is company-wide rather than director-specific .