Michael P. Rafferty
About Michael P. Rafferty
Michael P. Rafferty (age 70) is an independent director of Triumph Financial, Inc. (TFIN) since 2014, serving as Audit Committee Chair and a member of the Risk & Compliance Committee. He is a retired Ernst & Young LLP partner (admitted 1988), where he led the Southwest Region Audit Practice (2004–2013) and primarily served financial services and healthcare clients; he holds a B.S. in Accounting from the University of New Orleans and is a Texas-licensed CPA, designated an SEC “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP | Partner; Southwest Region Audit Practice Leader | 1975–2013; 2004–2013 | Led regional audit practice; extensive oversight across financial services and healthcare clients |
| Triumph Financial (Board) | Independent Director | 2014–present | Audit Committee Chair; Risk & Compliance Committee member |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MoneyGram International, Inc. | Director | Mar 2016–Oct 2023 | Chair of Audit Committee; member, Compliance & Ethics Committee |
Board Governance
- Committee assignments: Audit Committee Chair; Risk & Compliance Committee member. Audit Committee met 5 times in 2024; Risk & Compliance Committee met 4 times in 2024. Both committees are composed of independent directors per SEC/Nasdaq, and Rafferty is identified as an “audit committee financial expert.”
- Independence status: Board determined all directors other than Aaron P. Graft and Davis Deadman are independent (includes Rafferty).
- Attendance: Board held 4 meetings and committees held 21 meetings in 2024; each director attended at least 75% of Board/committee meetings on which they served. Ten of eleven directors attended the 2024 annual meeting.
- Audit oversight: Audit Committee charter last updated Jan 23, 2025; appointed Crowe LLP as independent auditor for 2025 (firm auditor since 2012). Audit fees totaled $1,661,900 in 2024. Rafferty signed the Audit Committee report.
- Risk oversight: Risk & Compliance Committee provides oversight of enterprise risk, regulatory compliance, IT infrastructure/security, cybersecurity, and AI.
Fixed Compensation
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | $82,500 | $87,500 |
| Stock Awards (Grant-date fair value) | $69,901 | $74,994 |
| All Other Compensation | $15,000 | $15,000 |
| Total Director Compensation | $167,401 | $177,494 |
- Director fee structure (2024): Board member cash retainer $40,000; Audit Committee chair cash $37,500; Risk & Compliance member cash $10,000; director stock awards paid in two installments (Feb 1 and Jul 1) and fully vested at grant. Additional fees may be earned for TBK Bank/affiliate boards/committees.
Performance Compensation
- Non-employee directors do not receive performance-based incentives; stock awards are fully vested on grant and are not tied to performance metrics or vesting schedules beyond grant date. No meeting fees disclosed.
- The company maintains stock ownership guidelines (non-employee directors: 5x annual cash retainer) and reports all directors/executives are in compliance or expected to be by their measurement dates.
Other Directorships & Interlocks
| Company | Current/Former | Role | Overlap/Interlock Risk |
|---|---|---|---|
| MoneyGram International, Inc. | Former | Director; Audit Chair; Compliance & Ethics Committee member | None current; tenure ended Oct 2023 |
- No other current public company board service for Rafferty is disclosed; board skills matrix notes he has public company board experience.
Expertise & Qualifications
- Financial expertise: CPA (Texas); SEC-defined “audit committee financial expert.”
- Industry experience: Extensive financial services audit background; Board skills matrix marks Banking, Financial, and Senior Leadership experience.
- Governance credentials: Long-tenured audit leader; chairs audit oversight including auditor selection and independence.
Equity Ownership
| Holding | Amount | Notes |
|---|---|---|
| Common shares beneficially owned | 36,430 | Direct/indirect ownership; no options or RSUs reported in table |
| Shares issuable within 60 days | — | None disclosed |
| Shares subject to future vesting requirements | — | None disclosed |
| Stock options exercisable within 60 days | — | None disclosed |
| Percent of common shares outstanding | <1% (“*” indicator) | As of Feb 24, 2025 (23,420,261 shares outstanding) |
| Depository shares of Series C Preferred Stock | 8,000 | 0.44% of series |
- Hedging/pledging: Directors are prohibited from hedging; pledging is restricted and not counted toward ownership guidelines; no pledge disclosure for Rafferty (CEO Graft’s pledge is disclosed separately).
Governance Assessment
- Strengths: Deep audit and financial expertise; independent status; Audit Chair with explicit SEC “financial expert” designation; active oversight of auditor independence and enterprise risk (including cybersecurity/AI) supports investor confidence. High board/committee meeting cadence with ≥75% attendance threshold met.
- Alignment: Director ownership guideline (5x cash retainer) and equity grants promote alignment; no performance-based director pay reduces risk of misaligned short-term incentives.
- Potential risks/flags: No Rafferty-specific related-party transactions or pledging disclosed; company’s related-party governance processes are robust (NCGC review). Continue monitoring for auditor tenure concentration (Crowe since 2012) and any changes to committee charters or independence.
Overall, Rafferty’s profile—seasoned audit leadership, independent status, and committee roles—signals strong board effectiveness and low conflict risk, reinforcing governance quality for TFIN.