CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Review and Approval of Transactions with Related Persons
Transactions by the Company or our subsidiaries with related parties are subject to a formal written policy, as well as regulatory requirements and
restrictions. These requirements and restrictions include Sections 23A and 23B of the Federal Reserve Act (which govern certain transactions by our bank subsidiaries with their respective affiliates) and the Federal Reserves Regulation O
(which governs certain loans by our bank subsidiaries to their respective executive officers, directors and principal stockholders). We have adopted policies to comply with these regulatory requirements and restrictions.
In addition, our Board of Directors has adopted a written policy governing the approval of related party transactions that complies with all applicable
requirements of the SEC and NASDAQ concerning related party transactions. Related party transactions are transactions in which we are a participant, the amount involved exceeds $120,000 and a related party has or will have a direct or indirect
material interest. Related parties of the Company include directors (including nominees for election as directors), executive officers, 5% stockholders and the immediate family members of these persons. Our General Counsel, in consultation with
management and outside counsel, as appropriate, will review potential related party transactions to determine if they are subject to the policy. If so, the transaction will be referred to the Nominating and Corporate Governance Committee for
approval. In determining whether to approve a related party transaction, the Nominating and Corporate Governance Committee will consider, among other factors, the fairness of the proposed transaction, the direct or indirect nature of the related
partys interest in the transaction, the appearance of improper conflicts of interest for any director or executive officer taking into account the size of the transaction and the financial position of the related party, whether the transaction
would impair an outside directors independence, the acceptability of the transaction to our regulators and the potential violations of other corporate policies. Our Related Party Transactions Policy is available on our website at
www.triumphbancorp.com, as an annex to our Corporate Governance Guidelines.
Triumph Consolidated Cos., LLC Warrant and Registration Rights
On December 12, 2012, we issued a warrant to Triumph Consolidated Cos., LLC (TCC) for the purchase of 259,067 shares of our Common Stock
(the TCC Warrant). The TCC Warrant provided TCC with certain registration rights if we proposed to register any of our capital stock in a public offering. On August 2, 2017, TCC exercised the TCC Warrant in full in connection with
its liquidation and winding up. In connection therewith, the TCC Warrant was amended by TCC and the Company to permit such exercise to be made on a net exercise basis.
Trinitas Capital Management, LLC
Trinitas Capital
Management, LLC (Trinitas) is an independent Collateralized Loan Obligation (CLO) asset manager formed in 2015. Certain of the Companys officers and other personnel served as officers of Trinitas (which positions were
terminated as to our executive officers during 2017 as part of the sale of our Triumph Capital Advisors, LLC (TCA) subsidiary) and certain members of the Companys board of directors also hold minority membership interests in
Trinitas. The Company does not hold any membership interests in Trinitas.
The Companys former subsidiary, TCA, provided certain middle and
back office services to Trinitas as the asset manager of various CLO funds issued by Trinitas. On March 31, 2017, the Company sold 100% of its membership interests in TCA. For the year ended December 31, 2017, the Company (through its
interest in TCA) earned fees from Trinitas totaling $521,000. As a result of the TCA sale, as of March 31, 2017, the Company no longer acts as a staffing and services provider for Trinitas. Consequently, no fees were earned by the Company from
Trinitas for the years ended December 31, 2019 or 2018. The Company holds investments in the subordinated notes of Trinitas IV CLO Ltd., Trinitas V CLO Ltd., and Trinitas VI CLO Ltd., CLOs managed by Trinitas, with a carrying amount of
$8,417,000, $8,487,000 and $8,557,000 at December 31, 2019, 2018 and 2017, respectively.
Triumph Bancorp | 2021 Proxy Statement 43