tipt-20250312

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 17, 2025

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/TIPT2025, on Tuesday, April 29, 2025, 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 10, 2025 will be able to participate in the Annual Meeting by visiting our Annual Meeting website at www.virtualshareholdermeeting.com/TIPT2025. 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 29, 2025. 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 28, 2025, 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 2025 Annual Meeting of Stockholders of Tiptree Inc.


WHEN			Tuesday, April 29, 2025, 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/TIPT2025. 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 10, 2025 will be entitled to notice of and to vote at the 2025 Annual Meeting of Stockholders.

ITEMS OF BUSINESS			(1) To elect two (2) Class III directors to serve for a term expiring at the 2028 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, 2025 (“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 2025 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 at the meeting 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 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 29, 2025: Financial and other information concerning Tiptree Inc. (“Tiptree” or the “Company”) is contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, including financial statements, filed with the SEC on March 3, 2025 (the “2024 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 17, 2025

Table of Contents


			Page
SUMMARY			1
Meeting Agenda and Board Recommendation			1
Tiptree Performance in 2024			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
Insider Trading Policy			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

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
2024 Company Performance			28
2024 Compensation Highlights			29
2024 Executive Compensation Program and Decisions			29
Tax Deductibility of NEO Compensation			31
Response to Say on Pay Advisory Vote and Stockholder Feedback			31

COMPENSATION COMMITTEE REPORT			31

EXECUTIVE COMPENSATION			32
Summary Compensation			32
Grants of Plan-Based Awards			34
Outstanding Equity Awards at Fiscal Year-End			35
Option Exercises and Stock Vested			36
Potential Payments to Named Executive Officers Upon Termination or Change in Control			37
Equity Compensation			39
Principal Executive Officer Pay Ratio			40
Pay Versus Performance			41

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			46
Beneficial Owners of More Than 5% of Common Stock and Directors and Named Executive Officers			46

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			48
Policies and Procedures with Respect to Related Party Transactions			48
Transactions with Related Persons			49

AUDIT COMMITTEE REPORT			50

ADDITIONAL INFORMATION			50
Solicitation of Proxies			50
Stockholder Proposals			51
Householding of Proxy Materials			51

OTHER MATTERS			52
Annex A: Non-GAAP Measures			53

PROXY STATEMENT SUMMARY

2025 Annual Meeting Information


Date and Time:			Tuesday, April 29, 2025, 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/TIPT2025.

Record Date:			March 10, 2025

Mailing Date:			On or about March 17, 2025

Meeting Agenda and Board Recommendations


	PROPOSALS	THE BOARD’S VOTING RECOMMENDATIONS:	Page
1.	To elect two (2) Class III directors to serve for a term expiring at the 2028 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, 2025 (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.

At the Meeting:						Attend the Annual Meeting virtually and vote

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 28, 2025.

Tiptree Performance in 2024

Below is a summary of Tiptree’s 2024 results. Additional information on our 2024 results is contained in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC.

Full-Year 2024 Summary


($ in thousands, except per share information)	FY’24			FY’23
Total revenues	$	2,042,854		$	1,649,031
Net income (loss) attributable to common stockholders	$	53,367		$	13,951
Diluted earnings per share	$	1.30		$	0.33
Cash dividends paid per common share	$	0.49		$	0.20
Return on average equity	12.2		%	3.4		%

Non-GAAP: (1)
Adjusted net income	$	100,060		$	61,917
Adjusted return on average equity	22.9		%	15.2		%
Book value per share	$	12.29		$	11.34

____________________________

(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 of $2.04 billion, an increase of 23.9% from 2023, driven by growth in The Fortegra Group, Inc.’s (“Fortegra”) specialty insurance lines, net investment income, investment gains, and mortgage revenues. Excluding investment gains and losses, revenues increased 22.4%.

•Net income of $53.4 million compared to net income of $14.0 million in 2023, driven by growth in our insurance business and improved mortgage operations.

•Adjusted net income of $100.1 million increased by 61.6% from $61.9 million in 2023. Adjusted return on average equity was 22.9% for the year, as compared to 15.2% in 2023.

Insurance (Fortegra)


	Year Ended December 31,
($ in thousands)	2024			2023
Gross written premiums and premium equivalents	$	3,068,199		$	2,747,854
Net written premiums	$	1,438,952		$	1,319,948
Revenues	$	1,973,709		$	1,593,070
Income before taxes	$	183,158		$	129,816
Return on average equity	26.0		%	25.7		%
Combined ratio	90.0		%	90.3		%

Non-GAAP: (1)
Adjusted net income	$	157,031		$	115,705
Adjusted return on average equity	29.1		%	29.2		%

____________________________

(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 of $851.9 million for the quarter, an increase of 17.6%, and $3.07 billion for the year, an increase of 11.7%, driven by growth in specialty E&S insurance lines.

•Net written premiums were $365.6 million for the quarter, a decrease of 4.9%, and $1.44 billion for the year, an increase of 9.0%. The increase for the year was consistent with the growth in gross written premiums and premium equivalents and increased retention on Fortegra’s whole account quota share reinsurance agreement. Net written premiums increased by 41.1% for the quarter, and 20.4% for the year, excluding the one-time assumption of premium from a book-roll transaction with one of Fortegra’s MGA partners in Q4'23.

•Revenues increased 11.7% for the quarter and 23.9% for the year driven by premium growth in specialty E&S and admitted lines. Excluding the impact of investment gains and losses, revenues increased by 13.2% for the quarter and 23.0% for the year.

•The combined ratio for the quarter was 89.5%, down 0.3 percentage points, reflecting the consistent underwriting performance and scalability of the Company’s operations. Year-to-date combined ratio was 90.0%, as compared to 90.3% in 2023. Included in the 2024 combined ratio was 2.6 percentage points related to net catastrophe losses as compared to 0.2 percentage points in 2023. The primary catastrophic events impacting 2024 were Hurricanes Helene and Milton.

•Income before taxes was $47.9 million for the quarter, an increase of 8.3%. Year-to-date income before taxes was $183.2 million, an increase of 41.1%. Annualized after-tax return on average equity for the year was 26.0%, compared to 25.7% in 2023.

•Adjusted net income for the quarter of $42.5 million, up 30.5% from Q4'23. Year-to-date adjusted net income of $157.0 million, up 35.7%. Annualized adjusted return on average equity for the year was 29.1%, compared to 29.2% in 2023.

•Fortegra’s total stockholders’ equity was $625.5 million as of December 31, 2024, compared to $452.6 million as of December 31, 2023, with the increase driven by net income and the aggregate capital contribution from Tiptree, Warburg and Fortegra directors of $40 million, partially offset by an increase in the accumulated other comprehensive loss position.

Tiptree Capital


	Year Ended December 31,
($ in thousands)	2024			2023
Revenues	$	69,146		$	55,961
Income before taxes	$	4,562		$	(6,549)
Return on average equity	2.2		%	(3.6)		%

Non-GAAP: (1)
Adjusted net income	$	1,820		$	(159)
Adjusted return on average equity	1.3		%	(0.1)		%

____________________________

(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.

•Tiptree Capital income before taxes was $2.8 million for the quarter, compared to a loss of $2.1 million in Q4'23, driven by improvement in our mortgage operations. For the year, income before taxes was $4.6 million, compared to a loss of $6.5 million in 2023, with the comparative improvement driven by improvement in our mortgage operations and a reduction of investment losses on Invesque.

•Mortgage income before taxes was $3.5 million for the quarter, as compared to a loss of $2.4 million in Q4'23, and an income of $4.7 million for the year, as compared to a loss of $3.3 million in 2023, driven by higher origination volumes and loan servicing fees, and unrealized gains on our mortgage servicing asset.

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, 2024 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	12.6%	25.0%	11.5%
3 Year	16.4%	8.9%	1.2%
5 Year	22.6%	14.5%	7.4%
10 Year	11.3%	13.1%	7.8%
From Jun’07(1)	10.7%	10.3%	7.3%

____________________________

(1) At Tiptree’s founding in 2007, book value per share was $5.36. Cumulative dividends paid from 2007 to December 31, 2024 represented $3.53 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, 2019 (the last trading date) and ending December 31, 2024 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, 2024 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 10, 2025, 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.

SEC Form DEF 14A filed by Tiptree Inc.