Maribess L. Miller
About Maribess L. Miller
Maribess L. Miller, age 72, is an independent director of Triumph Financial, Inc. (TFIN) since 2014. She is a retired PricewaterhouseCoopers LLP partner with extensive leadership roles, a retired CPA, and holds a Bachelor’s degree in Accounting from Texas Christian University; she currently chairs TFIN’s Nominating & Corporate Governance Committee and serves on the Audit Committee, and is designated an audit committee financial expert alongside Michael Rafferty .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers LLP | Partner; North Texas Market Managing Partner | 1975–2009; 2001–2009 | Led market; senior leadership |
| PwC | Southwest Region Consumer, Industrial Products & Services Leader | 1998–2001 | Regional industry leadership |
| PwC | Managing Partner, U.S. Healthcare Audit Practice | 1995–1998 | Led national healthcare audit |
External Roles
| Organization | Public/Private | Role | Tenure | Committees |
|---|---|---|---|---|
| DR Horton, Inc. (NYSE: DHI) | Public | Director | Since Nov 2019 | Audit Chair; Compensation member |
| Zix Corporation (NASDAQ: ZIXI) | Public | Director | 2010–2021 | Audit Chair; Compensation member |
| Midmark Corp. | Private | Director | Not disclosed | Audit member; Compensation member |
| Texas State Board of Public Accountancy | Public body | Member | 2009–2015 | Board service |
| Texas Health Institute | Non-profit | Past Board Chair | Not disclosed | Governance leadership |
| NACD North Texas Chapter | Non-profit | Past Chair | Not disclosed | Governance leadership |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance Committee; Member, Audit Committee .
- Independence: Board determined Miller is independent under SEC and Nasdaq standards; only Aaron P. Graft and Davis Deadman were not independent .
- Audit committee financial expert: Miller designated as an “audit committee financial expert” by the Board .
- Attendance: In 2024, the Board held 4 meetings; committees held 21; each director attended at least 75% of meetings of the Board and committees on which they served .
- Committee activity (2024): Audit (5 meetings); Nominating & Corporate Governance (4 meetings) .
| Committee | Role | 2024 Meetings Held | Additional Oversight |
|---|---|---|---|
| Audit | Member; Financial Expert | 5 | Financial reporting, auditors, controls |
| Nominating & Corporate Governance | Chair | 4 | Director nominations, governance guidelines, related-party approvals, director pay, ESG oversight |
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Board member cash retainer | $40,000 | Standard member retainer |
| Nominating & Corporate Governance Committee Chair cash | $12,000 | Chair fee |
| Audit Committee member cash | $12,500 | Member fee |
| Stock awards (fully vested at grant) | $74,994 | Granted in two tranches; fully vested on grant date |
| All Other Compensation | $16,395 | Includes medical wellness reimbursement ($6,395) and TBK Bank-related board/committee retainers |
| Total 2024 director compensation | $155,889 | Sum of components above |
- Director fee schedule confirms chair/member cash rates and stock grant targets across Board and committees; director stock awards are fully vested on grant .
Performance Compensation
| Item | Terms/Metric | Status |
|---|---|---|
| Director equity vesting | All director stock awards fully vested on grant | No performance conditions disclosed |
| Hedging/Pledging policy | Hedging and short sales prohibited; pledging restricted (not counted toward ownership guidelines) | Applies to directors and executive officers |
| Clawback policy | Compensation Recovery Policy for performance-based incentive/equity for executive officers upon material restatement | Not specific to directors |
Other Directorships & Interlocks
- Current public company board: DR Horton, Inc. (Audit Chair; Compensation member) .
- Prior public company board: Zix Corporation (Audit Chair; Compensation member) .
- Private company: Midmark Corp. (Audit and Compensation committees) .
- No related-party transactions disclosed involving Miller; NCGC (which she chairs) reviews and approves related-party transactions per written policy .
Expertise & Qualifications
- Financial expertise and senior leadership; retired CPA; audit committee financial expert .
- Public company board experience; governance leadership across audit and compensation committees .
- Diversity and governance qualifications highlighted in Board skills matrix .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Maribess L. Miller | 19,086 | <1% | As of Feb 24, 2025; no options/unvested awards listed; no pledging noted |
- Stock ownership guidelines: Non-employee directors required to hold 5x annual cash retainer; NCGC periodically reviews compliance; all directors are either in compliance or expected to be by their measurement date .
- Hedging and pledging restrictions apply to directors; pledged shares cannot be counted toward ownership guidelines .
Governance Assessment
- Strengths: Independent director; chairs governance; audit financial expert; cross-industry board experience; strong governance policies (no hedging; pledging restricted; ownership guidelines; related-party transaction oversight) .
- Engagement: ≥75% attendance; active committees with defined charters and regular meetings .
- Director compensation: Balanced cash/equity with fully vested stock awards; transparent fee schedule .
- Shareholder alignment signals: Company say-on-pay approval ~95% at 2024 annual meeting; robust ownership guidelines; separation of Chair/CEO roles .
- RED FLAGS: None disclosed specific to Miller (no related-party transactions; no hedging/pledging exceptions noted; Section 16 compliance timely) .
Insider Trades and Compliance
| Item | Disclosure |
|---|---|
| Section 16(a) compliance | Company states all director/executive Section 16(a) reports were timely in 2024 except a separate inheritance event for another director’s spouse; no issues noted for Miller |
Related Party Transactions (Conflict Review)
- The Company’s NCGC (chaired by Miller) reviews/approves related-party transactions over $120,000 for fairness, independence, and regulatory acceptability; recent related-party disclosures involved other individuals (Graft’s brother; Anderson’s brother) and were approved by NCGC with appropriate safeguards; no such transactions attributed to Miller .