Fiscal year 2025 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
Each company listed discloses TIPT in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named TIPT in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Jonathan Ilany | $1,200,000 | $0 | $3,289,029 | $0 | $5,651,620 | $0 | $137,811 | $10,278,460 |
| Former Chief Executive Officer | ||||||||
| Michael Barnes | 1,200,000 | 0 | 1,317,818 | 0 | 5,651,620 | 0 | 45,846 | 8,215,284 |
| Chairman and Chief Executive Officer | ||||||||
| Neil Rifkind | 467,949 | 0 | 482,071 | 0 | 0 | 0 | 1,714,091 | 2,664,111 |
| Former VP, General Counsel and Secretary | ||||||||
| Randy Maultsby | 600,000 | 0 | 0 | 0 | 1,750,000 | 0 | 11,583 | 2,361,583 |
| President | ||||||||
| Scott McKinney | 500,000 | 0 | 0 | 0 | 1,250,000 | 0 | 11,583 | 1,761,583 |
| Chief Financial Officer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Jonathan Ilany | $10,278,460 | $8,993,520 | $5,525,564 | +1,284,940 |
| Michael Barnes | 8,215,284 | 6,934,324 | 5,444,695 | +1,280,960 |
| Neil Rifkind | 2,664,111 | 1,902,987 | — | +761,124 |
| Randy Maultsby | 2,361,583 | 4,178,388 | 2,109,326 | −1,816,805 |
| Scott McKinney | 1,761,583 | 3,198,975 | 1,711,663 | −1,437,392 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
Every insider equity transaction reported on Form 4 after the 2025 proxy statement — acquisitions, dispositions, exercises, and withholdings — and therefore not reflected in any table in that document.
| Insider | Role | Transaction date | Code | Shares | Price | Value | Security | Source |
|---|---|---|---|---|---|---|---|---|
| Lesley Goldwasser | Director | 2026-04-02 | A | 1,144 | $0 | $0 | Common | Form 4 ↗ |
| Bradley E. Smith | Director | 2026-04-02 | A | 1,907 | 0 | 0 | Common | Form 4 ↗ |
| Jonathan Ilany | Director | 2026-05-27 | A | 990 | 17 | 17,276 | Common | Form 4 ↗ |
| Bradley E. Smith | Director | 2026-07-02 | A | 1,768 | 0 | 0 | Common | Form 4 ↗ |
| Lesley Goldwasser | Director | 2026-07-02 | A | 1,061 | 0 | 0 | Common | Form 4 ↗ |
Transaction codes per Form 4: A acquisition · S open-market sale · F tax withholding · M option exercise · G gift. Value = shares × price as reported. Dividend-equivalent and fractional-share accrual rows (derivative Class A, under $10,000 and under 2,000 shares) are aggregated per date; every row appears in full below.
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Neil Rifkind | RSU | 2025-02-25 | — | — | 22,246 | — | $482,071 |
| Michael Barnes | RSU | 2025-02-25 | — | — | 60,813 | — | 1,317,818 |
| Jonathan Ilany | RSU | 2025-02-25 | — | — | 151,778 | — | 3,289,029 |
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| Neil Rifkind | $482,071 | $0 | $0 | 0.0% |
| Michael Barnes | 1,317,818 | 0 | 0 | 0.0% |
| Jonathan Ilany | 3,289,029 | 0 | 0 | 0.0% |
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Scott McKinney | PSU | 437,500 | — | $7,993,105 |
| Randy Maultsby | PSU | 583,333 | — | 2,968,823 |
| Michael Barnes | PSU | 1,750,000 | — | 8,906,480 |
| Neil Rifkind | RSU | 68,702 | — | 349,653 |
| Scott McKinney | RSU | 15,110 | — | 276,059 |
Pay for performance, with a significant percentage of our NEOs compensation tied to the Company s performance, including having a significant portion of the equity compensation of our NEOs tied to the Company s goals of generating long-term stockholder value; Align executive compensation with stockholder interests; Balance rewarding short-term and long-term performance to focus on long-term value creation
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Compensation Advisory Partners |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | True |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-04-28 | 24,158,942 | 5,902,699 | 8,975 | 80.36% | Passed |
| 2023 | 2023-06-06 | 20,527,901 | 8,370,541 | 33,592 | 71.03% | Passed |
| 2020 | 2020-06-15 | 22,032,249 | 414,426 | 228,684 | 98.15% | Passed |
| 2017 | 2017-06-06 | 14,857,551 | 5,191,531 | 469,187 | 74.11% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-04-28 | 80.36%a |
| 2023 | 2023-06-06 | 71.03%b |
| 2020 | 2020-06-15 | 98.15%c |
a. Approved under the standard stated in the filing — “For purposes of the vote on Proposal 4, abstentions and broker non- votes, if any, will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered losed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, executive compensation tables and narrative discussion, as set forth in this Proxy Statement." Vote Required and the R ecommendation of the Board For Proposal 4 (advisory (non-binding) vote on executive compensation), the affirmative vote of a majority of all of the votes cast at the Annual Meeting, assuming a quorum is present, is required for approval of Proposal 4.”.
b. Approved under the standard stated in the filing — “For purposes of the vote on Proposal 3, abstentions and broker non- votes, if any, will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered closed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, executive compensation tables and narrative discussion, as set forth in this Proxy Statement." Vote Required and the Recommendation of the Board For Proposal 3 (advisory (non-binding) vote on executive compensation), the affirmative vote of a majority of all of the votes cast at the Annual Meeting, assuming a quorum is present, is required for approval of Proposal 3.”.
c. Approved under the standard stated in the filing — “e on Proposal 2, abstentions and broker non-votes, if any, will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum.”.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Ratio (CEO : median employee) | 106.6 : 1 |
|---|---|
| CEO total compensation | $8,215,284 |
| Median employee compensation | $77,084 |
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Lesley GoldwasserIndependent · Lead Independent Director · Audit · Compensation, Nominating and Governance | $125,000 | $144,824 | $0 | $0 | $0 | $269,824 |
| Dominique MielleIndependent · Compensation, Nominating and Governance (Chair) · Audit | 265,000 | — | 0 | 0 | 0 | 265,000 |
| Paul M. FriedmanIndependent · Audit (Chair) · Compensation, Nominating and Governance | 120,000 | 144,824 | 0 | 0 | 0 | 264,824 |
| Bradley E. SmithIndependent · Audit · Compensation, Nominating and Governance | 250,000 | — | 0 | 0 | 0 | 250,000 |
| Jonathan IlanyEmployee director | 0 | 0 | 0 | — | 0 | 0 |
| Michael G. BarnesEmployee director · Board Chair | 0 | 0 | 0 | — | 0 | 0 |
| Randy MaultsbyEmployee director | 0 | 0 | 0 | — | 0 | 0 |
| Annual cash retainer | $137,500 |
|---|---|
| Annual equity retainer | — |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 20,000 / 20,000 |
| Stock ownership guideline | — |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $760,000 |
| Equity awards (grant-date value) | $289,648 |
| All other compensation | $0 |
| Total cost of the board | $1,049,648 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Tiptree Inc. | 2025 | Michael Barnes | $1,200,000 | $1,317,818 | $0 | $5,651,620 | $8,215,284 |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Jonathan Ilany | DEF 14A | 2026-03-16 | 0001393726-26-000015 | Section “Summary Compensation Table” · page 40. As printed: 10,278,460. Filing ↗machine: t33 · span 1112537–1112547 |
| 2 | Section 01, Michael Barnes | DEF 14A | 2026-03-16 | 0001393726-26-000015 | Section “Summary Compensation Table” · page 40. As printed: 8,215,284. Filing ↗machine: t33 · span 1072009–1072018 |
| 3 | Section 01, Neil Rifkind | DEF 14A | 2026-03-16 | 0001393726-26-000015 | Section “Summary Compensation Table” · page 40. As printed: 2,664,111. Filing ↗machine: span 1234377–1234386 |
| 4 | Section 01, Randy Maultsby | DEF 14A | 2026-03-16 | 0001393726-26-000015 | Section “Summary Compensation Table”. As printed: 2,361,583. Filing ↗ |
| 5 | Section 01, Scott McKinney | DEF 14A | 2026-03-16 | 0001393726-26-000015 | Section “Summary Compensation Table”. As printed: 1,761,583. Filing ↗ |
| 6 | Section 03, Neil Rifkind RSU | DEF 14A | 2026-03-16 | 0001393726-26-000015 | Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: t21 · r7 · c3 · span 713693–713699 |
| 7 | Section 03, Michael Barnes RSU | DEF 14A | 2026-03-16 | 0001393726-26-000015 | Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: t21 · r3 · c3 · span 706053–706059 |
| 8 | Section 03, Jonathan Ilany RSU | DEF 14A | 2026-03-16 | 0001393726-26-000015 | Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: t21 · r4 · c3 · span 707970–707977 |
| 9 | Section 07, pay ratio | DEF 14A | 2026-03-16 | 0001393726-26-000015 | Section “CEO Pay Ratio”. As printed: 106.6 : 1. Filing ↗ |
| 10 | Section 08, Lesley Goldwasser | DEF 14A | 2026-03-16 | 0001393726-26-000015 | Section “Director Compensation”. As printed: 269,824. Filing ↗machine: t16 · r4 · c11 · span 438563–438570 |
| 11 | Section 08, Dominique Mielle | DEF 14A | 2026-03-16 | 0001393726-26-000015 | Section “Director Compensation”. As printed: 265,000. Filing ↗machine: t16 · r7 · c3 · span 449928–449935 |
| 12 | Section 08, Paul M. Friedman | DEF 14A | 2026-03-16 | 0001393726-26-000015 | Section “Director Compensation”. As printed: 264,824. Filing ↗machine: t16 · r3 · c11 · span 433935–433942 |
| 13 | Section 08, Bradley E. Smith | DEF 14A | 2026-03-16 | 0001393726-26-000015 | Section “Director Compensation”. As printed: 250,000. Filing ↗machine: t16 · r8 · c3 · span 454555–454562 |
| 14 | Section 08, Jonathan Ilany | DEF 14A | 2026-03-16 | 0001393726-26-000015 | Section “Director Compensation”. As printed: 0. Filing ↗machine: t16 · r5 · c11 · span 443166–443167 |
| 15 | Section 08, Michael G. Barnes | DEF 14A | 2026-03-16 | 0001393726-26-000015 | Section “Director Compensation”. As printed: 0. Filing ↗machine: t16 · r2 · c11 · span 429153–429154 |
| 16 | Section 08, Randy Maultsby | DEF 14A | 2026-03-16 | 0001393726-26-000015 | Section “Director Compensation”. As printed: 0. Filing ↗machine: t16 · r6 · c11 · span 447924–447925 |
| 17 | Section 02, Lesley Goldwasser 2026-04-02 | Form 4 | 2026-04-06 | 0001465575-26-000003 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 18 | Section 02, Bradley E. Smith 2026-04-02 | Form 4 | 2026-04-06 | 0001579089-26-000002 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 19 | Section 02, Jonathan Ilany 2026-05-27 | Form 4 | 2026-05-28 | 0001499150-26-000002 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 20 | Section 02, Bradley E. Smith 2026-07-02 | Form 4 | 2026-07-06 | 0001579089-26-000004 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 21 | Section 02, Lesley Goldwasser 2026-07-02 | Form 4 | 2026-07-06 | 0001465575-26-000005 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 22 | Section 06, 2026 vote | Form 8-K | 2026-04-29 | 0001393726-26-000020 | Item 5.07 · say-on-pay result. As reported: 80.36% (votes for as printed: 24,158,942). Filing ↗ |
| 23 | Section 06, 2023 vote | Form 8-K | 2023-06-07 | 0001393726-23-000055 | Item 5.07 · say-on-pay result. As reported: 71.03% (votes for as printed: 20,527,901). Filing ↗ |
| 24 | Section 06, 2020 vote | Form 8-K | 2020-06-16 | 0001393726-20-000170 | Item 5.07 · say-on-pay result. As reported: 98.15%. Filing ↗ |
| 25 | Section 01 trend, Δ column (computed) | Computed | — | computed | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 26 | Section 03b vehicle mix (computed) | Computed | — | computed | RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).machine: formula: sums + PSU ratio |
| 27 | Section 09b board cost (computed) | Computed | — | computed | Cash 760,000 + equity 289,648 + all other 0 = 1,049,648, summed across the director compensation table rows.machine: formula: Σ = 1,049,648 |
| 28 | Tiptree Inc. (subject), Section 10b CEO total | DEF 14A | 2026-03-16 | 0001393726-26-000015 | CEO total compensation as printed in Tiptree Inc.'s own proxy. As printed: 8,215,284. Filing ↗machine: t33 · span 1072009–1072018 |