Sector: Financials
TIPTREE INC · Meeting: April 28, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Three Class I Directors
Friedman has served since August 2016 with strong financial services credentials; TIPT's 3-year price return of +29.7% is solidly positive, and underperformance versus the sector ETF (XLF) does not exceed the 80-percentage-point threshold applicable at this return level, so no TSR trigger fires; no overboarding, attendance, or independence concerns identified.
Maultsby joined in November 2021 (just over 4 years ago) and serves as President with deep capital-markets and financial-services experience directly relevant to Tiptree's business; no TSR trigger fires given the positive 3-year return and the wide ETF-fallback threshold, and no overboarding or attendance concerns apply.
Smith has served since July 2013 with extensive banking, credit derivatives, and private investment experience; TIPT's 3-year absolute return of +29.7% is strongly positive and the underperformance versus the sector ETF benchmark (XLF) does not breach the 80-percentage-point ETF-fallback threshold at this return level, so no TSR trigger fires, and no other negative factors are present.
All three Class I nominees — Friedman, Maultsby, and Smith — pass policy screens. TIPT's 3-year price return of approximately +30% is solidly positive, and the company's underperformance relative to the XLF benchmark does not exceed the wide ETF-fallback threshold applicable for a company with a strong positive absolute return. No director exceeds the overboarding limit, all directors met the 75% attendance threshold in 2025, and all nominees have relevant financial services expertise.
CEO
Michael G. Barnes
Total Comp
$8,215,284
Prior Support
71%%
CEO total compensation of $8,215,284 is within a reasonable range for a financial-services holding company with a ~$697M market cap, and the compensation structure is heavily variable (76% variable vs. 24% fixed per the proxy), which exceeds the policy's 50-60% variable pay standard. The prior Say on Pay vote received 71% support in 2023, which is above the 70% threshold requiring a mandatory response, and the company reports it engaged with shareholders and considered feedback in setting 2025 pay. The pay-for-performance check does not trigger a No vote because the company's 5-year total return of approximately +128% (or +32.6% including dividends as reported in the proxy) substantially outpaces the S&P 500 and Russell 2000 over the same horizon, and the primary incentive vehicles — performance stock units vesting only upon extraordinary stock price milestones of $30 to $70 — represent genuinely demanding, shareholder-aligned conditions; a Dodd-Frank-compliant clawback policy has been in place since October 2023.
Auditor
Deloitte & Touche LLP
Tenure
3 yrs
Audit Fees
$6,167,000
Non-Audit Fees
$827,000
Non-audit fees (audit-related fees of $22K plus tax fees of $803K plus other fees of $2K = $827K) represent approximately 13% of core audit fees of $6,167K, well below the 50% threshold that would raise independence concerns; Deloitte's disclosed tenure is only three years (since at least 2023 per the filing), far below the 25-year concern threshold; Deloitte is a Big 4 firm appropriate for Tiptree's size and complexity; no material restatements are disclosed.
Meeting held April 28, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Randy Maultsby | 91.3% | 27.5M | 2.6M | ✓ Elected |
| Paul M. Friedman | 80.3% | 24.1M | 5.9M | ✓ Elected |
| Bradley E. Smith | 77.0% | 23.2M | 6.9M | ✓ Elected |
Say on Pay
For 24.2M · Against 5.9M · Abstain 8,975
Auditor Ratification
For 33.7M · Against 76,345 · Abstain 10,982
Other Proposals
Proposal 2
Approval of Amendment No. 2 to the 2017 Omnibus Incentive Plan to extend term to June 6, 2037 and increase shares by 4,000,000
Proposal 5
Advisory vote on say-on-pay frequency (1, 2, or 3 years)
The 2026 Tiptree annual meeting ballot is straightforward: all three director nominees pass policy screens given the company's positive 3-year return and no disqualifying governance issues, the auditor ratification clears easily with a very low non-audit fee ratio and short disclosed tenure, and the Say on Pay vote earns support based on a predominantly variable pay structure, demanding performance stock unit conditions, and a solid long-term shareholder return track record. The two board-sponsored non-standard proposals — the equity plan amendment and the say-on-frequency vote — fall outside the scope of this policy and do not receive vote determinations.
