Todd Ritterbusch
About Todd Ritterbusch
President of TBK Bank, SSB since 2022 and previously Executive Vice President and Chief Lending Officer from 2019–2022. Age 56; education includes B.S. in Engineering (Purdue), MBA (Kellogg School of Management), and Master of Engineering Management (Northwestern McCormick) . Under his tenure, Triumph Financial delivered 5-year cumulative TSR of 139% (12/31/2019–12/31/2024), while Payments revenue grew 35% year-over-year to $56.7M in 2024; Payments achieved Q4 2024 EBITDA margin of 8.6%, though Banking pre-tax net income declined to $114.5M in 2024 from $136.2M in 2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TBK Bank, SSB | Executive Vice President & Chief Lending Officer | 2019–2022 | Led lending lines; oversaw commercial banking, credit discipline |
| JPMorgan Chase Bank | Managing Director, Market Executive (Commercial Bank, Ft. Worth & West Texas) | 2002–2019 | Led team serving $20–$500M revenue clients across market area |
| IBM Corporation | Early career | Not disclosed | Technology and operations foundation |
| McKinsey & Company | Engagement Manager | Not disclosed | Strategy and execution across multiple geographies |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cook Children’s Healthcare Foundation | Board | Not disclosed | Community healthcare support |
| Cook Children’s Health Plan | Board | Not disclosed | Health plan governance |
| Leadership ISD | Board | Not disclosed | Education leadership engagement |
Fixed Compensation
| Metric | FY 2022 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | 369,115 | 400,000 | 400,000 |
| All Other Compensation ($) and Components | 12,200 (401k) | 16,650 (401k $13,800; Executive Health $2,850) | — |
Performance Compensation
| Item | Target | Actual | Payout Basis |
|---|---|---|---|
| Target Bonus (% of Base Salary) | 50% | 85% of target earned (company AIP result) | Todd’s AIP payout $170,000 vs target $200,000 |
Detailed 2024 AIP metrics (company-level levers driving payout):
| Metric | Weight | Threshold | Target | Stretch | Actual | Earned % |
|---|---|---|---|---|---|---|
| Invoice Price Adjusted EPS ($) | 20% | 0.94 | 1.38 | 1.82 | 0.61 | 0% |
| Banking Segment Pre-Tax Net Income ($M) | 20% | 105.0 | 130.0 | 155.0 | 114.5 | 69% |
| Payments Q4 2024 EBITDA Margin (%) | 20% | — | 5 | 10 | 9 | 136% |
| Factoring Invoice Aging (%) | 20% | 96 | 96 | 97 | 96.2 | 120% |
| Individual & Business Unit Objectives | 20% | 50% | 100% | 150% | 100% | 100% |
| Weighted Result | — | — | — | — | — | 85% of target |
2024 LTIP structure and grant details:
- LTIP target value = 87.5% of base salary ($350,000): 50% PSUs ($175,000), 25% RSUs ($87,500), 25% Options ($87,500) .
- Grant specifics (May 1, 2024):
- RSUs: 1,215 units; grant-date fair value $87,480
- Options: 2,345; exercise price $72.00; grant-date fair value $87,469
- PSUs: target 2,430; max 8,504; grant-date fair value $278,758
Vesting and performance conditions:
- RSUs and stock options vest 25% annually over four years; options struck at market close on grant date .
- PSUs vest based on 3-year relative TSR vs two peer groups (banks 2.5–30B assets; Russell 3000 Data Processing & Outsourced Services) with 50–175% vesting; absolute TSR modifier (≤30% = no modifier; ≥100% doubles vested shares), capped at target if absolute TSR negative and capped at 8x grant value overall .
Equity Ownership & Alignment
- Beneficial ownership (as of 2/26/2024): 21,139 shares (14,133 directly owned; 2,841 subject to future vesting; 4,165 options exercisable within 60 days); less than 1% of common shares; additionally holds 21,000 Depository Shares of Series C Preferred Stock (1.46% of series) .
- Hedging and pledging: Hedging and short sales prohibited; pledging restricted and requires pre-approval; pledged shares do not count towards ownership guidelines .
- Stock ownership guidelines: Executives must hold ≥1.5x base salary; company states executives are within compliance or expected to be by their Measurement Date .
Outstanding awards and in-the-money exposure (12/31/2024):
| Award Type | Quantity | Exercise/Terms | Market/Value |
|---|---|---|---|
| Options (Exercisable) | 1,080 | $88.63; exp. 5/1/2031 | — |
| Options (Unexercisable) | 1,094 | $69.44; exp. 5/1/2032 | — |
| Options (Unexercisable) | 2,232 | $51.25; exp. 5/1/2033 | — |
| Options (Unexercisable) | 2,345 | $72.00; exp. 5/1/2034 | — |
| PSUs (2022 grant, assumed max) | 3,542 | Relative TSR; performance period | $321,897 |
| PSUs (2023 grant, assumed max) | 10,240 | Relative & absolute TSR; performance period | $930,611 |
| PSUs (2024 grant, assumed max) | 8,504 | Relative & absolute TSR; performance period | $772,844 |
| RSUs | 144 | Time-vest; annual 25% | $13,087 |
| RSUs | 506 | Time-vest; annual 25% | $45,985 |
| RSUs | 1,098 | Time-vest; annual 25% | $99,786 |
| RSUs | 1,215 | Time-vest; annual 25% | $110,419 |
Ownership alignment policies:
- Compensation Recovery (clawback) compliant with SEC Rule 10D and Nasdaq 5608; applies to erroneously received performance-based compensation upon a material restatement .
- “What we don’t do”: No change-in-control tax gross-ups; no repricing of underwater options without shareholder approval; no hedging .
Employment Terms
- Employment Agreement: Initially effective May 1, 2019; auto-renews annually unless non-renewal notice; double-trigger protections extend term to ≥2 years post change-in-control .
- Severance (company-wide NEO terms):
- Qualifying termination (without cause or for good reason): 1.0x base salary; 12 months healthcare .
- Qualifying termination within 24 months post change-in-control: 2.0x (base + trailing 3-year average bonus); 24 months healthcare .
- Potential payments for Todd (as of 12/31/2024): | Scenario | Severance ($) | Stock Awards ($) | Stock Options ($) | Welfare Benefits ($) | Total ($) | |---|---:|---:|---:|---:|---:| | Qualifying Termination (no CIC) | 400,000 | 804,309 | — | 17,212 | 1,221,521 | | Qualifying Termination — CIC | 969,635 | 2,294,629 | 159,425 | 34,423 | 3,458,112 | | Death | — | 1,245,800 | 159,425 | — | 1,405,225 | | Disability | — | 1,245,800 | 159,425 | — | 1,405,225 |
- Restrictive covenants: 12-month non-compete (defined market area), non-solicit (employees, clients, investors), confidentiality, IP assignment; arbitration for disputes; Section 409A compliance and “best-net” excise tax cutback (no gross-ups) .
- Perquisites: 401(k) contribution; Executive Health reimbursement .
Compensation Structure Analysis
- Mix and changes:
- Base salary held flat at $400,000 for 2024 and 2025; Company prioritized increases in at-risk incentive and equity over fixed pay for alignment with shareholders .
- 2024 AIP payout at 85% of target reflects balanced recognition of segment execution amid macro headwinds (freight downturn, credit costs), reducing risk of discretionary overrides .
- 2024 LTIP maintains 50% PSUs tied to absolute and relative TSR with modifier and caps; reinforces long-term value creation and retention without excessive guaranteed pay; options require share price appreciation to have value .
- Performance metric rigor:
- EPS target adjusted for invoice price to reduce exogenous macro impacts while keeping accountability; banking metric includes credit quality condition; Payments metric incorporates product launch qualifiers (LoadPay, data product) tied to strategic execution .
- Governance protections:
- Double-trigger CIC vesting; clawback policy per SEC/Nasdaq; no CIC tax gross-ups; hedging/pledging limits .
Risk Indicators & Red Flags
- Pledging: No pledging disclosed for Ritterbusch; hedging prohibited .
- Repricing: Explicitly prohibited without shareholder approval .
- Related party transactions: None disclosed for Ritterbusch; broader company policy and approvals in place .
- Credit cycle exposure: Banking segment pre-tax net income decline in 2024 (-16% YoY) indicates macro sensitivity that could influence future AIP outcomes .
Equity Ownership & Alignment
| Ownership Element | Detail |
|---|---|
| Beneficial ownership | 21,139 total shares; <1% of common |
| Preferred ownership | 21,000 Depository Shares (Series C), 1.46% of series |
| Stock ownership guidelines | Executives ≥1.5x base salary; company indicates compliance/expected compliance |
| Hedging/short sales | Prohibited |
| Pledging | Restricted; pre-approval required; pledged shares excluded from guideline calculation |
Employment Terms Summary
| Term | Provision |
|---|---|
| Agreement term | 1-year, auto-renew; extended to ≥2 years post CIC |
| Severance (no CIC) | 1.0x base + 12 months healthcare (subject to release) |
| Severance (CIC, double-trigger) | 2.0x (base + avg bonus) + 24 months healthcare (subject to release) |
| Non-compete & non-solicit | 12 months; defined market area; employee/client/investor non-solicit |
| Clawback | SEC Rule 10D/Nasdaq 5608 compliant |
| Tax treatment | Best-net after-tax cutback; no gross-ups |
Investment Implications
- Alignment: High equity-at-risk via PSUs with absolute and relative TSR, time-based RSUs, and options supports shareholder alignment; no hedging/gross-ups reduce governance risk .
- Retention risk: Material unvested PSUs and multi-year vesting schedule plus double-trigger CIC protections suggest strong retention incentives; potential payout magnitudes under CIC indicate standard market protections, not excessive .
- Trading signals: Upcoming annual vesting of RSUs/options and PSU measurement periods may create predictable Form 4 activity, but hedging bans and pre-approval for trades mitigate opportunistic timing; no pledging reduces forced-selling risk .
- Execution risk: Banking segment earnings sensitivity to rate/credit cycles may constrain AIP outcomes; continued Payments margin improvement and product launches (LoadPay, Intelligence) provide offsetting growth levers .