Melissa K. McSherry
About Melissa K. McSherry
Melissa K. McSherry (age 52) was nominated and elected as an independent director of Triumph Financial, Inc. at the April 22, 2025 Annual Meeting; she is proposed as a member of the Risk & Compliance Committee . She holds an MBA from Stanford Graduate School of Business (Arjay Miller Scholar) and graduated magna cum laude from Harvard University; her background spans AI, big data, software development, cybersecurity, and consumer lending fraud prevention .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Anywhere Real Estate (NYSE: HOUS) | Chief Operating Officer; led Product & Technology; management representative to audit committee on cybersecurity | 2022–2024 | Oversaw technology innovations and cost optimization; audit committee interface on cybersecurity |
| Visa, Inc. (NYSE: V) | SVP, Global Head of Risk & Identity Solutions | 2016–2022 | Transformed fraud prevention using advanced AI; press release cites >20% annual revenue growth in area |
| Capital One (NYSE: COF) | Multiple roles including leading Subprime Card Acquisitions | 2002–2014 | Significant regulatory supervision experience; machine learning for credit scoring (press release narrative) |
| Advisory (current) | Advisor to companies, VCs, PE on strategy & investments in consumer lending/fraud | Current | Strategic advice, investment diligence |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Various (advisor) | Advisor to companies, VC, PE | Ongoing | Strategic guidance in consumer lending & fraud prevention |
- No current public company directorships disclosed in TFIN filings for McSherry .
Board Governance
- Election and independence: Elected April 22, 2025; Board determined she “will be” independent upon election under SEC and Nasdaq standards .
- Committee assignments: Proposed member, Risk & Compliance Committee (RCC); RCC oversight includes enterprise risk, regulatory compliance, cybersecurity, and AI .
- Board activity/attendance: In 2024, the Board held 4 meetings and committees held 21; each then-serving director attended ≥75% of meetings. McSherry’s attendance will be reported starting with her 2025 service .
- Board structure: Roles of Chair (independent) and CEO are separated to enhance oversight .
Fixed Compensation
Standard non‑employee director compensation structure (FY2024 reference; 2025 program typically set by NCGC):
| Component | Chair ($) | Member ($) | Notes |
|---|---|---|---|
| TFIN Board – Cash | 55,000 | 40,000 | Paid quarterly |
| TFIN Board – Stock | 100,000 | 75,000 | Two grants: Feb 1 and Jul 1; fully vested on grant |
| Audit Committee – Cash | 37,500 | 12,500 | Chair/member fees |
| Compensation Committee – Cash | 12,000 | 3,000 | Chair/member fees |
| Nominating & Corporate Governance – Cash | 12,000 | 3,000 | Chair/member fees |
| Risk & Compliance – Cash | 30,000 | 10,000 | Chair/member fees |
- Director fees are reviewed and approved by NCGC using peer benchmarking; subsidiary board fees exist but apply only if serving on those boards .
Performance Compensation
- Director equity awards: Granted to non‑employee directors (two tranches per year, Feb 1 and Jul 1), fully vested at grant; not performance‑based .
| Equity Grant Cadence | Vesting | Instruments |
|---|---|---|
| Feb 1; Jul 1 | Fully vested at grant | Common stock under 2014 Omnibus Incentive Plan |
Other Directorships & Interlocks
- Current public company boards: None disclosed for McSherry .
- Potential interlocks/conflicts: Not identified; related‑party transactions reviewed under formal policy; NCGC approves any related‑party transactions >$120,000 .
Expertise & Qualifications
- Technology and cybersecurity: Experience leading product/technology and audit committee cybersecurity interface; AI/ML application in fraud prevention .
- Banking and payments: Board skills matrix flags Banking and Transportation/Payments experience; senior leadership experience .
- Education: Stanford GSB (Arjay Miller Scholar); Harvard magna cum laude .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Melissa K. McSherry | — | — | No holdings reported as of record date; new nominee |
- Stock ownership guidelines: Non‑employee directors expected to hold shares equal to ≥5x annual cash retainer within 5 years of election; unvested options and unearned performance RSUs do not count .
- Hedging/pledging: Hedging and short sales prohibited; pledging limited to pre‑approved exceptions and does not count toward ownership guidelines .
Governance Assessment
- Positives: Independent director with deep AI/cyber expertise aligned to RCC’s cybersecurity/AI oversight mandate; clear board separation of Chair/CEO; robust related‑party review; director ownership guidelines drive alignment over a 5‑year horizon .
- Watch items: New director—no reported share ownership yet; alignment will depend on progressing toward 5x retainer guideline; monitor any advisory roles for potential conflicts per related‑party policy .
- Shareholder support signals: 2025 Say‑on‑Pay received 14,175,273 For vs. 5,598,431 Against; frequency vote supported annual SOP (18,699,845 “1 year”) .
RED FLAGS
- None disclosed specific to McSherry (no related‑party transactions or Section 16 issues reported; hedging prohibited). Continue monitoring for pledging exceptions or external advisory engagements that could intersect with TFIN counterparties .
Appendix: Election Results
| Nominee | Votes For | Against | Withheld | Broker Non‑Votes |
|---|---|---|---|---|
| Melissa K. McSherry | 19,555,830 | 201,170 | 39,580 | 1,192,046 |