Tiptree (TIPT) Proxy Filing summary

Executive summary

• The 2026 annual meeting will be held virtually on April 28, 2026, with shareholders able to vote online or by proxy in advance.

• Key agenda items include director elections, an amendment to the 2017 Omnibus Incentive Plan, auditor ratification, advisory votes on executive compensation, and voting frequency.

• 2025 was a transformative year, with the sale of major subsidiaries, a streamlined management structure, and a focus on disciplined capital allocation and long-term value creation.

• Pro-forma book value post-transactions is estimated at $923 million, with a history of returning over $180 million to investors.

Voting matters and shareholder proposals

• Election of three Class I directors for terms expiring at the 2029 annual meeting.

• Approval of Amendment No. 2 to the 2017 Omnibus Incentive Plan, extending its term to 2037 and increasing available shares by 4,000,000.

• Ratification of Deloitte & Touche LLP as independent auditor for fiscal 2026.

• Advisory vote on executive compensation (say-on-pay) and on the frequency of such votes, with the board recommending every three years.

Board of directors and corporate governance

• The board consists of seven members, with four independent directors.

• Two standing committees: Audit and Compensation, Nominating and Governance (CNG), both composed of independent directors.

• Directors attended at least 75% of meetings in 2025; average director tenure is 11 years.

• Corporate governance guidelines, code of business conduct, and insider trading policy are in place.

• Lead Independent Director presides over executive sessions; diversity and experience are considered in director nominations.