W. Bradley Voss
About W. Bradley Voss
W. Bradley Voss is Executive Vice President and Chief Financial Officer of Triumph Financial, Inc. (and TBK Bank, SSB), a role he has held since September 1, 2021, after joining the company in 2011 (consulting) and full-time in 2012; previously SVP Treasurer (2015–2019) and EVP Treasurer (2019–2021) . As of the 2022 proxy, his age was disclosed as 47; he holds a BBA in accounting and finance from Texas Christian University, an MBA from the University of Texas at Austin, and is a CFA charterholder . Company performance measures tied to NEO pay emphasize fully-diluted EPS, segment profitability and TSR; TFIN’s cumulative TSR since 12/31/2019 reached $210.89 by year-end 2023 and $239.03 by year-end 2024, outperforming peers, with 2023 net income of $41.1 million and EPS of $1.61 used in pay-versus-performance disclosures .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Triumph Financial, Inc. | Executive Vice President & Chief Financial Officer | 2021–present | Principal financial officer; oversight of finance, capital and reporting . |
| Triumph Financial, Inc. | Executive Vice President & Treasurer | 2019–2021 | Led balance sheet strategy, capital issuance, investments, liquidity, and funding . |
| Triumph Financial, Inc. | Senior Vice President & Treasurer | 2015–2019 | Built treasury capabilities to support growth . |
| Triumph Financial, Inc. | Various finance roles (full-time after consulting) | 2012–2015 | Transitioned from consulting (2011) to full-time; contributed across finance . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CSG Investments (affiliate of Beal Bank) | Senior Vice President & Portfolio Manager | Prior to Triumph | Led sourcing, analysis, execution of distressed securities investments . |
| Highland Capital Management, L.P. | Portfolio Manager | Prior to Triumph | Managed credit/investment portfolios . |
| Donaldson, Lufkin & Jenrette | Institutional equity sales & research | Early career | Sell-side coverage and distribution . |
| Bear Stearns | Institutional equity sales & research | Early career | Sell-side coverage and distribution . |
Fixed Compensation
| Year | Base Salary ($) | All Other Compensation ($) | Notes |
|---|---|---|---|
| 2024 | 400,000 | 18,900 | Base set at $400k; perqs include defined contribution, wellness, etc. (see All Other Compensation table) . |
| 2023 | 395,832 | 18,300 | Actual base paid during year . |
| 2022 | 370,825 | 17,778 | Actual base paid during year; CFO base increased to $375k effective 3/1/2022 . |
| 2021 | 286,000 | 11,600 | Base increased from $257k to $350k upon CFO appointment 9/1/2021 . |
Performance Compensation
Annual Incentive Program (AIP) – Cash Bonus
| Year | Target Bonus (% of Base) | AIP Payout ($) | Measures & Weighting |
|---|---|---|---|
| 2024 | — | 170,000 | AIP based on enterprise and segment goals; measures consistent with 2023 design . |
| 2023 | 40% | 168,000 | Five measures, each 20% weighting: Invoice Price Adjusted EPS; Banking Segment Pre-Tax NI; Payments Segment Q4 EBITDA Margin %; Factoring Segment Invoice Ageing; Individual Performance . |
| 2022 | — | 170,905 | AIP structure linked to annual plan performance . |
Each NEO’s AIP could pay 0–150% of target, with ±30% committee discretion; specific numerical targets/actuals by metric are not disclosed in the proxy .
Long-Term Incentive Program (LTIP) – Equity Mix, Grant Values, and Vesting
| Type | Grant Date | Target Grant Value (2024) | Vesting Schedule | Performance Metric/Terms |
|---|---|---|---|---|
| Performance RSUs (TSR-based) | May 1, 2024 | 200,000 | 3-year performance period; 50–175% of target vests based on relative TSR; absolute TSR modifier applied (no modifier ≤30% absolute TSR) . | |
| Time RSUs | May 1, 2024 | 100,000 | Vests one-fourth on each of first four anniversaries, subject to continued employment . | |
| Nonqualified Stock Options | May 1, 2024 | 100,000 | Generally time-based vesting; exercise price set at grant-date close ($72.00) ; options have value only if share price appreciates . |
Additional award economics:
- 2024 grant valuations: Performance shares valued via Monte Carlo ($107.70 and $121.73 per target share across bank and fintech TSR awards); RSUs at $72.00; options via Black-Scholes ($37.30) with $72.00 strike .
- 2023 grant valuations: Performance shares Monte Carlo ($74.34 banks; $81.95 fintech), RSUs at $51.25, options Black-Scholes $25.20 with $51.25 strike; Voss’s 2023 Stock Awards $404,911 and Options $99,994 .
AIP Measures and Weighting Detail (2023)
| Metric | Weighting | Payout Linkage |
|---|---|---|
| Invoice Price Adjusted EPS | 20% | Enterprise EPS adjusted for invoice price volatility . |
| Banking Segment Pre-Tax Net Income | 20% | Segment profitability . |
| Payments Segment Q4 EBITDA Margin % | 20% | Payments margin discipline . |
| Factoring Segment Invoice Ageing | 20% | Credit/collections quality . |
| Individual Performance Assessments | 20% | Committee assessments . |
Equity Ownership & Alignment
| As-of Date (Record) | Direct/Indirect Shares | Shares Issuable Within 60 Days | Shares Subject to Future Vesting | Options Exercisable Within 60 Days | Total Beneficial | % Outstanding | Pledged? |
|---|---|---|---|---|---|---|---|
| Feb 26, 2024 | 17,251 | — | 3,453 | 2,033 | 22,737 | <1% (*) | None disclosed for Voss; company limits pledging to pre-approved exceptions and disallows counting pledged shares toward ownership guidelines . |
Stock ownership guidelines:
- Other Executive Officers: 1.5x base salary; compliance reviewed periodically; each executive is either in compliance or expected to reach compliance by the measurement date .
- Hedging prohibited; short sales prohibited; pledging restricted with exceptions; clawback policy compliant with SEC/Nasdaq rules for material restatements .
Employment Terms
| Item | Term |
|---|---|
| Agreement term | One-year term ending Dec 31; auto-renews annually unless 60 days’ notice; term extended to at least the second anniversary post-change-in-control . |
| Severance (Qualifying Termination: without cause or for good reason) | 1.0x base salary cash for Voss; healthcare continuation for 12 months . |
| Severance (Double-trigger within 24 months of CIC) | 2.0x base salary plus trailing 3-year average bonus; healthcare continuation for 24 months . |
| 280G/4999 excise tax | “Better net after-tax” cutback to avoid excise tax if beneficial; otherwise no gross-up . |
| Restrictive covenants | Perpetual confidentiality; non-compete, non-solicit (employees, clients, investors), non-interference during employment and for 1 year post-termination . |
| Equity treatment on separation/CIC | RSUs/RS restricted stock: full vest upon Qualifying Termination within 24 months of CIC, death or disability; continued vesting possible upon retirement per award terms . TSR PSUs: prorated vesting upon death, disability, Qualifying Termination or retirement; earned at CIC based on relative TSR to date (shares issued unless replaced with time-vested replacement); replacement time-vested awards vest in full upon Qualifying Termination within 24 months of CIC . Options: unvested options vest in full upon Qualifying Termination within 24 months of CIC, death or disability; continued vesting possible upon retirement per award terms . |
| Appointment date | CFO effective September 1, 2021; employment agreement executed at that time . |
| SOX certifications | Voss signs Section 302/906 certifications on periodic reports, indicating responsibilities for disclosure controls and fair presentation . |
Performance Compensation
| Component | Metric/Term | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| AIP 2023 | EPS, segment profitability, margin, ageing, individual | 20% ea. | — | — | 168,000 | Cash; annual program . |
| AIP 2024 | Enterprise/segment goals | — | — | — | 170,000 | Cash; annual program . |
| LTIP 2024 PSUs | Relative TSR vs bank and fintech peer groups; absolute TSR modifier | — | 200,000 grant value | — | — | 3-year performance period; 50–175% vesting; absolute modifier . |
| LTIP 2024 RSUs | Time-based | — | 100,000 grant value | — | — | One-fourth annually . |
| LTIP 2024 Options | Time-based; strike at grant date | — | 100,000 grant value; $72.00 strike | — | — | Time-based vesting; value only if stock appreciates . |
Equity Award Details (Recent Grant Economics)
| Year | Performance Shares Valuation Basis | RSU FMV | Option Valuation | Option Strike |
|---|---|---|---|---|
| 2024 | $107.70 (bank TSR); $121.73 (fintech TSR) | $72.00 | $37.30 | $72.00 |
| 2023 | $74.34 (bank TSR); $81.95 (fintech TSR) | $51.25 | $25.20 | $51.25 |
Equity Ownership & Beneficial Holdings Detail (2024 Record Date)
| Category | Shares |
|---|---|
| Direct/Indirect common | 17,251 |
| Common issuable within 60 days | — |
| Common subject to future vesting | 3,453 |
| Options exercisable within 60 days | 2,033 |
| Total beneficial ownership | 22,737 (<1%) |
Investment Implications
- Pay-for-performance alignment: AIP metrics (EPS and segment KPIs) and 50% TSR-based PSUs materially link payouts to value creation; options further require price appreciation, mitigating windfall risk .
- Retention and selling pressure: Time-based RSUs/options vest over four years with annual May 1 grants and anniversaries, creating predictable vesting events; beneficial ownership is modest (<1%), with no Voss pledging disclosed, reducing forced-sale risk; hedging and short sales are prohibited .
- Change-in-control economics: Double-trigger protection (2x base + 3-year average bonus, 24 months healthcare) is moderate for a CFO; equity acceleration mechanics could concentrate value at CIC, potentially influencing retention through deals .
- Governance and risk: Robust clawback policy aligned with SEC/Nasdaq; ownership guidelines (1.5x base for other execs) promote skin-in-the-game; periodic SOX certifications reinforce control/accountability—no specific legal or related-party red flags disclosed for Voss .
- Performance track record context: Company TSR has outperformed peers over multi-year windows, and pay-versus-performance ties compensation to EPS and net income outcomes, signaling a cohesive compensation framework; ongoing segment-specific AIP metrics suggest disciplined execution focus .
Compensation and ownership figures, vesting terms, and employment economics are drawn from Triumph Financial’s DEF 14A (2022–2025), 10-K/10-Q exhibits, and 8-K filings as cited above.