tipt-20240315

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

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Tiptree Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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660 Steamboat Road, 2nd Floor

Greenwich, Connecticut 06830

March 18, 2024

Dear Stockholder:

The Annual Meeting of Stockholders (the “Annual Meeting”) of Tiptree Inc. (the “Company” or “Tiptree”) will be held virtually only via live audio webcast at www.virtualshareholdermeeting.com/TIPT2024, on Tuesday, April 30, 2024, at 4:00 p.m. Eastern Time. You will be able to attend the meeting online and submit questions during the meeting by visiting the website listed above. You will also be able to vote your shares electronically at the Annual Meeting. As always, we encourage you to authorize a proxy to vote your shares prior to the annual meeting.

We are delivering the attached proxy statement, with the accompanying formal notice of the meeting, which describes the matters expected to be acted upon at the meeting. We urge you to review these materials carefully and to vote on the matters described in the accompanying proxy statement.

Virtual Meeting Admission. Stockholders of record as of March 11, 2024 will be able to participate in the Annual Meeting by visiting our Annual Meeting website at www.virtualshareholdermeeting.com/TIPT2024. To participate in the Annual Meeting, you will need the 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials. The Annual Meeting will begin promptly at 4:00 p.m. Eastern Time on Tuesday, April 30, 2024. Online check-in will begin at 3:45 p.m. Eastern Time, and you should allow approximately 15 minutes for the online check-in procedures. Additional details regarding requirements for admission to the Annual Meeting are described in the attached proxy statement under the heading “How can I attend the virtual Annual Meeting?”

Your vote is important. Whether you plan to virtually attend the meeting or not, please authorize a proxy to vote your shares either over the Internet, by toll-free telephone or by completing the enclosed proxy card and returning it as promptly as possible. You may continue to have your shares of common stock voted as instructed over the Internet, by toll-free telephone or in the proxy card, or you may change your vote either by authorizing a proxy to vote your shares again before 11:59 p.m., Eastern Time, on April 29, 2024, the time at which the Internet and telephone proxy authorization facilities close, or, if you attend the Annual Meeting virtually, by voting at the virtual meeting.


			Sincerely,

			/s/ Jonathan Ilany
			Jonathan Ilany
			Chief Executive Officer

TIPTREE INC.

660 Steamboat Road, 2nd Floor

Greenwich, Connecticut 06830

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

You are hereby invited to attend the 2024 Annual Meeting of Stockholders of Tiptree Inc.


WHEN			Tuesday, April 30, 2024, at 4:00 p.m., Eastern Time.

WHERE			Virtually via audio webcast Participate in the Annual Meeting by visiting our Annual Meeting website at www.virtualshareholdermeeting.com/TIPT2024. There will not be a physical meeting in Greenwich, Connecticut or anywhere else. Additional details regarding requirements for admission to the Annual Meeting are described in the attached proxy statement under the heading “How can I attend the virtual Annual Meeting?”

RECORD DATE			Stockholders of record as of the close of business on March 11, 2024 will be entitled to notice of and to vote at the 2024 Annual Meeting of Stockholders.

ITEMS OF BUSINESS			(1) To elect two (2) Class II directors to serve for a term expiring at the 2027 Annual Meeting (“Proposal 1”);
			(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”); and
			(5) To conduct such other business as may properly come before the meeting or any adjournment or postponement thereof.

VOTING BY PROXY OR PROXY AUTHORIZATION			Tiptree Inc., on behalf of the Board of Directors, is soliciting your proxy to ensure that a quorum is present and that your shares are represented and voted at the 2024 Annual Meeting of Stockholders. Whether or not you plan to virtually attend the Annual Meeting, please authorize a proxy to vote either over the Internet, by toll-free telephone or by completing, signing, dating and promptly returning the enclosed proxy card in the postage-prepaid envelope provided. For specific instructions on voting, please refer to the instructions on the proxy card or the information forwarded by your broker, bank or other holder of record. If you attend the Annual Meeting virtually, you may vote in person (virtually) if you wish, even if you have previously given your proxy. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote in person (virtually) at the virtual meeting, you must obtain a proxy issued in your name from such broker, bank or other nominee.

Important Notice Regarding the Availability of Proxy Materials for our Annual Meeting to be held on April 30, 2024: Financial and other information concerning Tiptree Inc. (“Tiptree”) is contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, including financial statements, filed with the SEC on February 29, 2024 (the “2023 10-K”). Under rules issued by the Securities and Exchange Commission (the “SEC”), we are providing access to our proxy materials both by sending you this full set of proxy materials, including a proxy card, and by notifying you of the availability of our proxy materials and our Annual Report at http://www.proxyvote.com.


			By Order of our Board of Directors,

			/s/ Neil C. Rifkind
			Neil C. Rifkind
			Secretary

Greenwich, Connecticut

March 18, 2024

Table of Contents


			Page
SUMMARY			1
Meeting Agenda and Board Recommendation			1
Tiptree Performance in 2023			2
Stock Performance Graph			5


QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING			6
Who is entitled to vote at the meeting?			6
What is the purpose of the meeting?			6
How many shares can vote?			6
What constitutes a quorum?			6
How can I attend the virtual Annual Meeting?			7
What can I do if I need technical assistance during the Annual Meeting?			7
How do I vote?			7
How is my vote counted?			8
What vote is needed to approve each proposal?			8
How are abstentions and “broker non-votes” treated for purposes of the proposals?			8
What other information is part of the proxy materials?			9
Can I change my vote after I submit my proxy card or give instructions over the Internet or telephone?			9
When will the Company disclose the results of the voting at the Annual Meeting?			9
Who is soliciting my proxy?			9
Who should I contact if I have any questions?			10

CORPORATE GOVERNANCE MATTERS			11
The Board of Directors and its Committees			11
Director Compensation			13
Corporate Governance Guidelines			14
Code of Business Conduct and Ethics			14
Stockholder Engagement and Communications with our Board of Directors			14
Director Attendance at Annual Meetings			14
Identification of Director Candidates			14
Executive Sessions of Independent Directors			15
Current Board Leadership Structure			15
Board’s Role in Risk Oversight			16
Compensation Risk Assessment			16
CNG Committee Interlocks and Insider Participation			16
Restrictions on Hedging and Pledging Transactions			16

CONTINUING DIRECTORS			17

BOARD DIVERSITY MATRIX			19

EXECUTIVE OFFICERS			19

PROPOSAL 1: ELECTION OF DIRECTORS			20
Information Regarding the Nominees for Election			20


Vote Required and the Recommendation of the Board			21

PROPOSAL 2: RATIFICATION OF APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			22
Audit and Non-Audit Fees			22
Pre-Approval Policies and Procedures of the Audit Committee			22
Ratification			22
Vote Required and the Recommendation of the Board			23

COMPENSATION DISCUSSION AND ANALYSIS			24
Guiding Principles and Compensation Policies			24
Named Executive Officers			26
Use of Independent Compensation Consultant			28
202 3 Company Performance			29
202 3 Compensation Highlights			29
202 3 Executive Compensation Program and Decisions			30
Tax Deductibility of NEO Compensation			32
Response to Say on Pay Advisory Vote and Stockholder Feedback			32

COMPENSATION COMMITTEE REPORT			32

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			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

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.

Tiptree Performance in 2023

Although 2023 presented a number of significant market challenges, we were pleased with our results for the year. For Tiptree Inc. (“Tiptree” or the “Company”), share price appreciation plus dividends for the year produced a total return of 38.4% compared to 26.3% for the Russell 2000 and 16.9% for the S&P 500.

Below is a summary of our 2023 results. Additional information on our 2023 results is contained in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC.

Full-Year 2023 Summary


($ in thousands, except per share information)	FY’23			FY’22
Total revenues	$	1,649,031		$	1,397,752
Net income (loss) attributable to common stockholders	$	13,951		$	(8,274)
Diluted earnings per share	$	0.33		$	(0.23)
Cash dividends paid per common share	$	0.20		$	0.16
Return on average equity	3.4		%	(2.1)		%

Non-GAAP: (1)
Adjusted net income	$	61,917		$	53,034
Adjusted return on average equity	15.2		%	13.6		%
Book value per share	$	11.34		$	10.92

____________________________

(1) For a reconciliation to GAAP financials, see “Annex A: Non-GAAP Measures.” Adjusted net income is presented before the impacts of non-controlling interests.

•Revenues were $1.6 billion, an increase of 18.0% from 2022, driven by growth in The Fortegra Group, Inc.’s (“Fortegra”) specialty insurance lines. Excluding investment gains and losses, revenues increased 19.3%.

•Net income of $14.0 million compared to net loss of $8.3 million in 2022, driven by growth in insurance operations and the decrease in tax expense related to the tax deconsolidation of Fortegra from $33.1 million in 2022 to $19.1 million in 2023, partially offset by lower mortgage and the sale of our vessels in 2022.

•Adjusted net income of $61.9 million increased by 16.7% from $53.0 million in 2022, driven by revenue growth in our insurance operations while maintaining a consistent combined ratio. Adjusted return on average equity was 15.2% for the year, as compared to 13.6% in 2022.

Insurance (The Fortegra Group)


	Year Ended December 31,
($ in thousands)	2023			2022
Gross written premiums and premium equivalents	$	2,747,854		$	2,263,128
Net written premiums	$	1,319,948		$	1,089,390
Revenues	$	1,593,070		$	1,248,796
Income before taxes	$	129,816		$	68,150
Return on average equity	25.7		%	14.6		%
Combined ratio	90.3		%	90.4		%

Non-GAAP: (1)
Adjusted net income	$	115,705		$	83,832
Adjusted return on average equity	29.2		%	26.1		%

____________________________

(1) For a reconciliation to GAAP financials, see “Annex A: Non-GAAP Measures.” Adjusted net income is presented before the impacts of non-controlling interests.

•Gross written premiums and premium equivalents grew 21.4% for the year ended December 31, 2023, driven by growth in specialty E&S and admitted insurance lines in the U.S. and Europe, along with benefits from a book-roll transaction with one of Fortegra’s MGA partners.

•Net written premiums were $1,319.9 million for the year, an increase of 21.2%. The increase was consistent with the growth in gross written premiums and premium equivalents and increased retention on Fortegra’s whole account quota share reinsurance agreement from 30% to 40%, effective April 1, 2023.

•Record revenues increased 27.6% for the year driven by premium growth in specialty E&S and admitted lines, and services businesses in the U.S. and Europe, along with growth in net investment income. Excluding the impact of investment gains and losses, revenues increased by 25.9% for the year.

•Total year 2023 combined ratio was 90.3%, as compared to 90.4% in 2022, reflecting the consistent underwriting performance and scalability of the Company’s operating platform.

•Total year 2023 income before the taxes was $129.8 million, up $61.7 million. After-tax return on equity for the year was 25.7%, compared to 14.6% in 2022. The increases were driven by growth in underwriting and fee revenues, the consistent combined ratio and improved contributions from the investment portfolio.

•Total year 2023 adjusted net income was $115.7 million, up 38.0% from prior year. Adjusted return on average equity for the year was 29.2%, compared to 26.1% in 2022. The increase was driven by growth in underwriting and fee income and increased net investment income.

Tiptree Capital


	Year Ended December 31,
($ in thousands)	2023			2022
Revenues	$	55,961		$	148,956
Income before taxes	$	(6,549)		$	32,277
Return on average equity	(3.6)		%	16.9		%

Non-GAAP: (1)
Adjusted net income	$	(159)		$	8,969
Adjusted return on average equity	(0.1)		%	5.8		%

____________________________

(1) For a reconciliation to GAAP financials, see “Annex A: Non-GAAP Measures.” Adjusted net income is presented before the impacts of non-controlling interests.

•Loss before taxes was $6.5 million for the year, down from the prior year driven by the sale of five vessels in 2022, losses on Invesque and lower mortgage revenues, partially offset by improved performance in the Company’s other investment holdings.

•Total Tiptree Capital book value was $178.1 million as of December 31, 2023.

Tiptree Long Term Performance

We believe that our performance is best measured over the long term and that long term growth in our stock price plus dividends paid is the best metric for evaluating our performance. The table below shows growth in our stock price plus dividends paid annually during the one, three and five year period from December 31, 2023 and since inception(1) (June 2007), compared with the S&P 500 and Russell 2000, with all values calculated with dividends reinvested.


	Tiptree	S&P 500	Russell 2000
1 Year	38.4%	16.9%	26.3%
3 Year	58.5%	2.2%	10.0%
5 Year	29.8%	10.0%	15.7%
From Jun’07(1)	10.6%	7.1%	9.4%

____________________________

(1) At Tiptree’s founding in 2007, book value per share was $5.36. Cumulative dividends paid from 2007 to December 31, 2023 represented $3.04 per share.

Stock Performance Graph

Set forth below is a line-graph presentation comparing the cumulative total return on our common stock against cumulative total returns of the Russell 2000 and the S&P Select Sector Financial Services Index(1). The performance graph shows the total return on an investment of $100 for the period beginning December 31, 2018 (the last trading date) and ending December 31, 2023 assuming reinvestment of dividends. The stockholder return shown on the graph below is not necessarily indicative of future performance, and we will not make or endorse any predictions as to future stockholder returns.

________________________________

(1) We believe it is difficult to develop a peer group of companies similar to Tiptree as Tiptree owns subsidiaries engaged in a number of diverse business activities. However, management views Tiptree and its subsidiaries as primarily engaged in financial services as of December 31, 2023 and accordingly, management has used the Standard and Poor’s Select Sector Financial Services Index for comparative purposes.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

Who is entitled to vote at the meeting?

If our records show that you were a holder of our common stock at the close of business on March 11, 2024, which is referred to in this proxy statement as the “record date,” you are entitled to receive notice of the Annual Meeting and to vote the shares of common stock that you held as of the close of business on the record date.

What is the purpose of the meeting and how does the Board recommend I vote on these proposals?

The purpose of the Annual Meeting is for stockholders to vote on the following proposals, which are included in this Proxy Statement. Tiptree’s Board recommends that you vote your shares as indicated below.


	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

Other than the proposals described in this Proxy Statement, the Board is not aware of any other matters to be presented for a vote at the Annual Meeting. If you grant a proxy by telephone, Internet or by signing and returning your proxy card, any of the persons appointed by the Board of Directors as proxy holders — Scott McKinney and Neil C. Rifkind — will have the discretion to vote your shares on any additional matters properly presented for a vote at the Annual Meeting. If any of our nominees is unavailable as a candidate for director, the above-named proxy holders will vote your proxy for another candidate or candidates as may be nominated by the Board of Directors.

How many shares can vote?

As of the close of business on the record date of March 11, 2024, there were 36,781,281 shares of common stock of Tiptree issued and outstanding. There are no other classes of voting securities outstanding. You are entitled to one (1) vote for each share of common stock you held as of the close of business on the record date.

What constitutes a quorum?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if at least a majority of the outstanding shares entitled to vote are represented at the Annual Meeting. As of the close of business on the record date of March 11, 2024, there were 36,781,281 shares outstanding and entitled to vote. Thus, 18,390,641 shares must be represented at the Annual Meeting to have a quorum.

Your shares will be counted towards the quorum if you vote in person (virtually) at the Annual Meeting or if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee). Additionally, abstentions and broker non-votes will also be counted towards the quorum requirement. If there is no quorum, the Chairman of the Annual Meeting may adjourn the meeting until a later date.

How can I attend the virtual Annual Meeting?

The Annual Meeting will be a completely virtual meeting of stockholders conducted exclusively by a live audio webcast.

If you are a stockholder of record as of the close of business on March 11, 2024, the record date for the Annual Meeting, you will be able to virtually attend the Annual Meeting, vote your shares and submit your questions online during the meeting by visiting www.virtualshareholdermeeting.com/TIPT2024. You will need to enter the 16-digit control number included on your notice, on your proxy card or on the instructions that accompanied your proxy materials.

If your shares of common stock are held by a broker, bank or other nominee (i.e., in “street name”) as of the close of business on March 11, 2024, you may gain access to the meeting by following the instructions in the voting instruction card provided by your broker, bank or other nominee. You may not vote your shares electronically at the Annual Meeting unless you receive a valid proxy from your brokerage firm, bank, broker dealer or other nominee holder.

The online meeting will begin promptly at 4:00 p.m., Eastern Time on April 30, 2024. We encourage you to access the meeting prior to the start time. Online check-in will begin at 3:45 p.m., Eastern time, and you should allow approximately 15 minutes for the online check-in procedures.

If you wish to submit a question for the Annual Meeting, you may do so in advance at www.virtualshareholdermeeting.com/TIPT2024, or you may type it into the dialog box provided at any point during the virtual meeting (until the floor is closed to questions).

What can I do if I need technical assistance during the Annual Meeting?

If you encounter any difficulties accessing the virtual Annual Meeting webcast, please call the technical support number that will be posted on the Annual Meeting website log-in page.

How do I vote?

•For Proposal 1 (election of directors), you may either vote “FOR” all of the nominees to the Board of Directors or you may “WITHHOLD” your vote for all of the nominees or for any nominee that you specify.

•For Proposal 2 (ratification of the appointment of Deloitte), you may vote “FOR” or “AGAINST” such proposal or “ABSTAIN” from voting.

SEC Form DEF 14A filed by Tiptree Inc.