Bradley Smith
About Bradley Smith
Bradley E. Smith (age 68) has served as an independent director of Tiptree Inc. since July 2013 and previously served on the board of Tiptree Financial Partners, L.P. from June 2007 to July 2013. He holds a B.A. from St. Joseph’s University and an M.B.A. from the American Graduate School of International Management; his core credentials include founding Kahala Capital Advisors LLC and Kahala Aviation Ltd., and senior leadership in credit derivatives and syndications at Bear Stearns and Bankers Trust. He is designated by the board as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bear Stearns Companies, Inc. | Started credit derivatives in New York; later Senior Managing Director in Tokyo managing fixed income and derivatives businesses | 1995–2000 | Built credit derivatives capability; led Asian fixed income and derivatives platform |
| Bankers Trust Company | Syndicate manager (loan syndications); founder of the bank’s credit derivatives business; roles in Tokyo and Hong Kong credit trading | 10 years (dates not specified) | Syndicated large leveraged loans; helped originate credit derivatives business |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kahala Capital Advisors LLC | Founder; principal | Not disclosed | Private investment; ownership of TIPT shares via Kahala (see Equity Ownership) |
| Kahala Aviation Ltd. | Founder | Not disclosed | Commercial aircraft leasing |
| Hawai’i Nature Conservancy | Board of trustees | Current | Conservation governance |
| Tricadia Credit Strategies Ltd. | Fund board/investment committee | Until Aug 2019 | Credit strategies oversight |
Board Governance
- Independence: The board affirmatively determined Smith is independent under Nasdaq and SEC rules.
- Committee assignments: Audit Committee (member); Compensation, Nominating & Governance (CNG) Committee (member). Not a chair; designated “audit committee financial expert.”
- Attendance: In 2024, the board held 5 meetings; Audit held 5; CNG held 5; all directors attended at least 75% of meetings of the board and committees on which they served.
- Annual meeting attendance: All directors attended last year’s annual meeting.
- Lead Independent Director & executive sessions: Lesley Goldwasser serves as Lead Director; independent directors meet in executive session at each meeting (chaired by Lead Director).
- CNG interlocks: No interlocks or insider participation involving TIPT executives during 2024.
Fixed Compensation
| Component | FY 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $225,000 | Smith elected cash-only; non-employee directors owning ≥50,000 shares may elect to receive stock portion in cash. |
| Stock Awards | $0 | Standard program offers $112,500 in immediately vested common stock; election allows cash in lieu. |
| Total | $225,000 | — |
Program parameters (non-employee directors, FY 2024):
- Annual cash retainer $112,500; plus $112,500 in immediately vested common stock; paid quarterly in arrears. Eligible to elect up to $150,000 of total comp in stock; directors with ≥50,000 shares may elect stock portion in cash. Chair retainers: Lead Director $25,000; Audit Chair $20,000; CNG Chair $15,000. Effective Jan 1, 2025, cash retainer increased to $137,500; other terms unchanged.
Performance Compensation
- No performance-based director pay disclosed (no PSUs/options or meeting fees for directors; equity grants for non-employee directors are immediately vested common stock, not tied to metrics).
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in proxy biography for Smith. |
| Private/non-profit boards | Board of trustees, Hawai’i Nature Conservancy. |
| Potential interlocks | None disclosed; CNG interlocks and insider participation reported as none for 2024. |
Expertise & Qualifications
- Financial expertise: Designated audit committee financial expert.
- Derivatives and credit: Founder of credit derivatives businesses at Bear Stearns and Bankers Trust; extensive fixed income leadership in Asia.
- Entrepreneur/operator: Founder of Kahala Capital Advisors LLC and Kahala Aviation Ltd.
- Education: B.A. (St. Joseph’s University); M.B.A. (American Graduate School of International Management).
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 167,326 | |
| Ownership % of outstanding | <1% (asterisked in proxy) | |
| Indirect holdings | Includes 63,738 shares owned by Kahala Capital Advisors LLC; Smith is a principal. | |
| Pledging/hedging | Company policy prohibits hedging; limited pledging allowed for directors up to 25% of total value of pledged common stock; no director-specific pledging disclosed. |
Governance Assessment
- Committee effectiveness: Smith serves on both key committees (Audit and CNG), bringing deep credit and derivatives expertise; designated financial expert strengthens Audit oversight.
- Independence and attendance: Independent status and satisfactory attendance (≥75%) support board effectiveness; participation in executive sessions under Lead Director framework adds independent oversight.
- Ownership alignment: Beneficial ownership of 167,326 shares (including 63,738 via Kahala) suggests meaningful alignment; cash election for director pay is permitted for directors with ≥50,000 shares and does not preclude alignment.
- Conflicts/related-party exposure: No related-party transactions disclosed involving Smith; largest related-party arrangement is with Tiptree Advisors (controlled by Executive Chairman Barnes), not Smith.
- Risk indicators: Hedging prohibited and pledging restricted, reducing misalignment risk; say-on-pay for NEOs received 71% support in 2023, indicating moderate shareholder sentiment on compensation practices (board-level signal via CNG).
RED FLAGS: None specifically disclosed for Smith (no related-party transactions, no low attendance). Note the company permits limited pledging; no disclosure indicates Smith has pledged, but policy allowance warrants monitoring.