TIPTREE INC. Files DEF 14A with SEC

TL;DR

<b>TIPTREE INC. has filed its DEF 14A with the SEC, detailing corporate actions and executive compensation for the period ending April 30, 2024.</b>

AI Summary

TIPTREE INC. (TIPT) filed a Proxy Statement (DEF 14A) with the SEC on March 18, 2024. TIPTREE INC. filed a DEF 14A with the SEC on March 18, 2024. The filing covers the period ending April 30, 2024. The company's SIC code is 6331 (Fire, Marine & Casualty Insurance). TIPTREE INC. was formerly known as TIPTREE FINANCIAL INC. and Care Investment Trust Inc. The filing includes executive compensation data for Michael Barnes and Jonathan Ilany for the fiscal years 2020-2023.

Why It Matters

For investors and stakeholders tracking TIPTREE INC., this filing contains several important signals. This DEF 14A filing is crucial for shareholders to understand executive compensation structures and potential changes in corporate governance. The detailed breakdown of equity awards and compensation for key executives like Michael Barnes and Jonathan Ilany provides insight into the company's incentive strategies and performance alignment.

Risk Assessment

Risk Level: low — TIPTREE INC. shows low risk based on this filing. The filing is a routine DEF 14A, indicating standard corporate disclosure rather than immediate financial distress or significant operational changes.

Analyst Insight

Review the executive compensation details and any proposed shareholder actions within the DEF 14A to assess alignment with shareholder interests.

Executive Compensation

Key Numbers

• 2024-03-18 — Filing Date (DEF 14A Filing Date)
• 2024-04-30 — Reporting Period End (DEF 14A Reporting Period)
• 2023-12-31 — Fiscal Year End (Company Fiscal Year End)
• 6331 — SIC Code (Company Industry Classification)

Key Players & Entities

• TIPTREE INC. (company) — Filer
• Michael Barnes (person) — Executive Compensation
• Jonathan Ilany (person) — Executive Compensation
• TIPTREE FINANCIAL INC. (company) — Former Company Name
• Care Investment Trust Inc. (company) — Former Company Name
• SEC (regulator) — Filing Authority

FAQ

Risk Factors

• SEC Filings [medium — regulatory]: The company is subject to various SEC filing requirements, including this DEF 14A, which necessitates timely and accurate disclosures.
• Executive Compensation [medium — financial]: The detailed reporting of executive compensation, including equity awards, can impact shareholder perception and governance.

Key Dates

• 2024-03-18: Filing of DEF 14A — Indicates the company's compliance with reporting obligations and provides updated corporate information.
• 2024-04-30: End of Reporting Period — Defines the scope of information covered in the DEF 14A filing.
• 2023-12-31: Fiscal Year End — Context for the financial data and compensation reported in the filing.

Glossary

DEF 14A

Definitive Proxy Statement (This filing provides detailed information about matters to be voted on at shareholder meetings, including executive compensation and corporate governance.)

Key Financial Figures

• $1.6 b — -controlling interests. Revenues were $1.6 billion, an increase of 18.0% from 2022,
• $14.0 million — evenues increased 19.3%. Net income of $14.0 million compared to net loss of $8.3 million in
• $8.3 million — f $14.0 million compared to net loss of $8.3 million in 2022, driven by growth in insurance
• $33.1 million — he tax deconsolidation of Fortegra from $33.1 million in 2022 to $19.1 million in 2023, parti
• $19.1 million — Fortegra from $33.1 million in 2022 to $19.1 million in 2023, partially offset by lower mort
• $61.9 million — essels in 2022. Adjusted net income of $61.9 million increased by 16.7% from $53.0 million i
• $53.0 million — f $61.9 million increased by 16.7% from $53.0 million in 2022, driven by revenue growth in ou
• $1,319.9 million — A partners. Net written premiums were $1,319.9 million for the year, an increase of 21.2%. The
• $129.8 m — l year 2023 income before the taxes was $129.8 million, up $61.7 million. After-tax retu
• $61.7 million — before the taxes was $129.8 million, up $61.7 million. After-tax return on equity for the yea
• $115.7 m — Total year 2023 adjusted net income was $115.7 million, up 38.0% from prior year. Adjust
• $6.5 million — ling interests. Loss before taxes was $6.5 million for the year, down from the prior year
• $178.1 million — Total Tiptree Capital book value was $178.1 million as of December 31, 2023. Tiptree Long
• $5.36 — nding in 2007, book value per share was $5.36. Cumulative dividends paid from 2007 to
• $3.04 — m 2007 to December 31, 2023 represented $3.04 per share. 4 Stock Performance Graph

Filing Documents

• tipt-20240315.htm (DEF 14A) — 1172KB
• tipt-20240315_g1.jpg (GRAPHIC) — 1468KB
• tipt-20240315_g2.jpg (GRAPHIC) — 40KB
• tipt-20240315_g3.jpg (GRAPHIC) — 301KB
• tipt-20240315_g4.jpg (GRAPHIC) — 35KB
• tipt-20240315_g5.jpg (GRAPHIC) — 34KB
• tipt-20240315_g6.jpg (GRAPHIC) — 323KB
• tipt-20240315_g7.jpg (GRAPHIC) — 278KB
• tipt-20240315_g8.jpg (GRAPHIC) — 292KB
• 0001393726-24-000046.txt (&nbsp;) — 8934KB
• tipt-20240315.xsd (EX-101.SCH) — 5KB
• tipt-20240315_def.xml (EX-101.DEF) — 8KB
• tipt-20240315_lab.xml (EX-101.LAB) — 10KB
• tipt-20240315_pre.xml (EX-101.PRE) — 7KB
• tipt-20240315_htm.xml (XML) — 247KB

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 33 Summary Compensation 33 Grants of Plan-Based Awards 35 Outstanding Equity Awards at Fiscal Year-End 36 Option Exercises and Stock Vested 37 Potential Payments to Named Executive Officers Upon Termination or Change in Control 38 Equity Compensation 41 Principal Executive Officer Pay Ratio 41 Pay Versus Performance 42

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 47 Beneficial Owners of More Than 5% of Common Stock and Directors and Named Executive Officers 47 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 49 Policies and Procedures with Respect to Related Party Transactions 49 Transactions with Related Persons 50 AUDIT COMMITTEE REPORT 51 ADDITIONAL INFORMATION 51 Solicitation of Proxies 51 Stockholder Proposals 52 Householding of Proxy Materials 52 OTHER MATTERS 53 Annex A: Non-GAAP Measures 54 ii PROXY STATEMENT SUMMARY 2024 Annual Meeting Information Date and Time: Tuesday, April 30, 2024, at 4:00 p.m., Eastern Time. Location: Virtually via audio webcast. There will not be a physical meeting. Participate in the Annual Meeting by visiting our Annual Meeting website at www.virtualshareholdermeeting.com/TIPT2024. Record Date: March 11, 2024 Mailing Date: On or about March 18, 2024 Meeting Agenda and Board Recommendations PROPOSALS THE BOARD'S VOTING RECOMMENDATIONS: Page 1. To elect two (2) Class II directors to serve for a term expiring at the 2027 Annual Meeting (Proposal 1); and "FOR " each nominee for director (Proposal 1) 20 2. To ratify the selection of Deloitte & Touche LLP ("Deloitte") as our independent registered public accounting firm for the fiscal year ending December 31, 2024 (Proposal 2); "FOR" (Proposal 2) 22 How to Vote You can vote by any of the following methods: By Internet: Go to www.proxyvote.com By Phone: Call 1-800-690-6903 By Mail: Complete, sign, date and mail the proxy card in the postage paid envelope provided. In Person: Attend the Annual Meeting virtually and vote in person (virtually) If you authorize a proxy to vote your shares by Internet or phone, you must do so no later than 11:59 p.m. Eastern Time on April 29, 2024. 1 Tiptree Performance in 2023 Although 2023 presented a number of significant market challenges, we were pleased with our results fo

View Full Filing

View this DEF 14A filing on SEC EDGAR