Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-07-06

Tiptree Inc. (TIPT)

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.

$10,278,460
Jonathan Ilany total, FY2025
Former Chief Executive Officerhighest-paid officer; CEO Michael Barnes: $8,215,284
CEO (Michael Barnes) pay percentile vs peers
106.6:1
CEO-to-median pay ratio
80.36%
Say-on-pay support, latest vote
Companies that benchmark against TIPT
9 companies name TIPT as a compensation peer

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.

01

Summary Compensation Table — fiscal year 2025

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Jonathan Ilany$1,200,000$0$3,289,029$0$5,651,620$0$137,811$10,278,460
Former Chief Executive Officer
Michael Barnes1,200,00001,317,81805,651,620045,8468,215,284
Chairman and Chief Executive Officer
Neil Rifkind467,9490482,0710001,714,0912,664,111
Former VP, General Counsel and Secretary
Randy Maultsby600,0000001,750,000011,5832,361,583
President
Scott McKinney500,0000001,250,000011,5831,761,583
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.

Three-year trend — total compensation per named executive

Named executive officerFY2025 totalFY2024 totalFY2023 totalΔ FY20242025
Jonathan Ilany$10,278,460$8,993,520$5,525,564+1,284,940
Michael Barnes8,215,2846,934,3245,444,695+1,280,960
Neil Rifkind2,664,1111,902,987+761,124
Randy Maultsby2,361,5834,178,3882,109,326−1,816,805
Scott McKinney1,761,5833,198,9751,711,663−1,437,392

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

02

Equity transactions since the proxy statement was filed

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.

InsiderRoleTransaction dateCodeSharesPriceValueSecuritySource
Lesley GoldwasserDirector2026-04-02A1,144$0$0CommonForm 4 ↗
Bradley E. SmithDirector2026-04-02A1,90700CommonForm 4 ↗
Jonathan IlanyDirector2026-05-27A9901717,276CommonForm 4 ↗
Bradley E. SmithDirector2026-07-02A1,76800CommonForm 4 ↗
Lesley GoldwasserDirector2026-07-02A1,06100CommonForm 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.

03

Grants of plan-based awards — fiscal year 2025

ExecutiveAwardGrant dateThresholdTargetGrantedMaximumGrant-date fair value
Neil RifkindRSU2025-02-2522,246$482,071
Michael BarnesRSU2025-02-2560,8131,317,818
Jonathan IlanyRSU2025-02-25151,7783,289,029
03b

Vehicle mix — grant-date fair value by award type

Named executive officerTime-vested (RSU)Performance-vested (PSU)Options / SARs% performance-vested
Neil Rifkind$482,071$0$00.0%
Michael Barnes1,317,818000.0%
Jonathan Ilany3,289,029000.0%

% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.

04

Outstanding equity awards at fiscal year-end 2025

ExecutiveAwardShares unvestedExercise priceMarket value unvested
Scott McKinneyPSU437,500$7,993,105
Randy MaultsbyPSU583,3332,968,823
Michael BarnesPSU1,750,0008,906,480
Neil RifkindRSU68,702349,653
Scott McKinneyRSU15,110276,059
05

Incentive-plan design — the Compensation Discussion & Analysis

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 consultantCompensation Advisory Partners
Clawback policytrue
Anti-hedgingtrue
Anti-pledgingTrue
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-04-2824,158,9425,902,6998,97580.36%Passed
20232023-06-0620,527,9018,370,54133,59271.03%Passed
20202020-06-1522,032,249414,426228,68498.15%Passed
20172017-06-0614,857,5515,191,531469,18774.11%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.

Say-on-pay — history, company's computation

Meeting yearMeeting dateApproval — company's computation
20262026-04-2880.36%a
20232023-06-0671.03%b
20202020-06-1598.15%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.

07

CEO pay ratio

Ratio (CEO : median employee)106.6 : 1
CEO total compensation$8,215,284
Median employee compensation$77,084
08

Director compensation — fiscal year 2025

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
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) · Audit265,000000265,000
Paul M. FriedmanIndependent · Audit (Chair) · Compensation, Nominating and Governance120,000144,824000264,824
Bradley E. SmithIndependent · Audit · Compensation, Nominating and Governance250,000000250,000
Jonathan IlanyEmployee director00000
Michael G. BarnesEmployee director · Board Chair00000
Randy MaultsbyEmployee director00000
09

Board fee structure and ownership guideline

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
09b

Total cost of the board

ComponentFY2025
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.

10b

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1Tiptree Inc.2025Michael 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.

11

Source register

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.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, Jonathan IlanyDEF 14A2026-03-160001393726-26-000015Section “Summary Compensation Table” · page 40. As printed: 10,278,460. Filing ↗machine: t33 · span 1112537–1112547
2Section 01, Michael BarnesDEF 14A2026-03-160001393726-26-000015Section “Summary Compensation Table” · page 40. As printed: 8,215,284. Filing ↗machine: t33 · span 1072009–1072018
3Section 01, Neil RifkindDEF 14A2026-03-160001393726-26-000015Section “Summary Compensation Table” · page 40. As printed: 2,664,111. Filing ↗machine: span 1234377–1234386
4Section 01, Randy MaultsbyDEF 14A2026-03-160001393726-26-000015Section “Summary Compensation Table”. As printed: 2,361,583. Filing ↗
5Section 01, Scott McKinneyDEF 14A2026-03-160001393726-26-000015Section “Summary Compensation Table”. As printed: 1,761,583. Filing ↗
6Section 03, Neil Rifkind RSUDEF 14A2026-03-160001393726-26-000015Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: t21 · r7 · c3 · span 713693–713699
7Section 03, Michael Barnes RSUDEF 14A2026-03-160001393726-26-000015Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: t21 · r3 · c3 · span 706053–706059
8Section 03, Jonathan Ilany RSUDEF 14A2026-03-160001393726-26-000015Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: t21 · r4 · c3 · span 707970–707977
9Section 07, pay ratioDEF 14A2026-03-160001393726-26-000015Section “CEO Pay Ratio”. As printed: 106.6 : 1. Filing ↗
10Section 08, Lesley GoldwasserDEF 14A2026-03-160001393726-26-000015Section “Director Compensation”. As printed: 269,824. Filing ↗machine: t16 · r4 · c11 · span 438563–438570
11Section 08, Dominique MielleDEF 14A2026-03-160001393726-26-000015Section “Director Compensation”. As printed: 265,000. Filing ↗machine: t16 · r7 · c3 · span 449928–449935
12Section 08, Paul M. FriedmanDEF 14A2026-03-160001393726-26-000015Section “Director Compensation”. As printed: 264,824. Filing ↗machine: t16 · r3 · c11 · span 433935–433942
13Section 08, Bradley E. SmithDEF 14A2026-03-160001393726-26-000015Section “Director Compensation”. As printed: 250,000. Filing ↗machine: t16 · r8 · c3 · span 454555–454562
14Section 08, Jonathan IlanyDEF 14A2026-03-160001393726-26-000015Section “Director Compensation”. As printed: 0. Filing ↗machine: t16 · r5 · c11 · span 443166–443167
15Section 08, Michael G. BarnesDEF 14A2026-03-160001393726-26-000015Section “Director Compensation”. As printed: 0. Filing ↗machine: t16 · r2 · c11 · span 429153–429154
16Section 08, Randy MaultsbyDEF 14A2026-03-160001393726-26-000015Section “Director Compensation”. As printed: 0. Filing ↗machine: t16 · r6 · c11 · span 447924–447925
17Section 02, Lesley Goldwasser 2026-04-02Form 42026-04-060001465575-26-000003Insider equity transaction reported since the proxy statement. Filing ↗
18Section 02, Bradley E. Smith 2026-04-02Form 42026-04-060001579089-26-000002Insider equity transaction reported since the proxy statement. Filing ↗
19Section 02, Jonathan Ilany 2026-05-27Form 42026-05-280001499150-26-000002Insider equity transaction reported since the proxy statement. Filing ↗
20Section 02, Bradley E. Smith 2026-07-02Form 42026-07-060001579089-26-000004Insider equity transaction reported since the proxy statement. Filing ↗
21Section 02, Lesley Goldwasser 2026-07-02Form 42026-07-060001465575-26-000005Insider equity transaction reported since the proxy statement. Filing ↗
22Section 06, 2026 voteForm 8-K2026-04-290001393726-26-000020Item 5.07 · say-on-pay result. As reported: 80.36% (votes for as printed: 24,158,942). Filing ↗
23Section 06, 2023 voteForm 8-K2023-06-070001393726-23-000055Item 5.07 · say-on-pay result. As reported: 71.03% (votes for as printed: 20,527,901). Filing ↗
24Section 06, 2020 voteForm 8-K2020-06-160001393726-20-000170Item 5.07 · say-on-pay result. As reported: 98.15%. Filing ↗
25Section 01 trend, Δ column (computed)ComputedcomputedΔ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
26Section 03b vehicle mix (computed)ComputedcomputedRSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).machine: formula: sums + PSU ratio
27Section 09b board cost (computed)ComputedcomputedCash 760,000 + equity 289,648 + all other 0 = 1,049,648, summed across the director compensation table rows.machine: formula: Σ = 1,049,648
28Tiptree Inc. (subject), Section 10b CEO totalDEF 14A2026-03-160001393726-26-000015CEO total compensation as printed in Tiptree Inc.'s own proxy. As printed: 8,215,284. Filing ↗machine: t33 · span 1072009–1072018