Jonathan Ilany
About Jonathan Ilany
Jonathan Ilany is Chief Executive Officer of Tiptree Inc. and a director since August 2010; age 71; B.A. and M.B.A. from the University of San Francisco; prior service in the Israeli Defense Forces (First Lieutenant) . 2024 company performance under his leadership: revenues $2.04B (+23.9% YoY), net income $53.4M, diluted EPS $1.30, ROAE 12.2%, adjusted net income $100.1M and adjusted ROAE 22.9%; TSR value of a $100 investment at year-end measured for pay-versus-performance was 130.56 vs peer 112.15 (2023) and 112.74 (2024) . He serves on Tiptree’s Executive Committee, overseeing strategic planning, capital allocation, M&A and risk management .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tiptree Inc. | Executive Vice President, Head of Mortgage Finance and Asset Management | Oct 2014–Feb 2015 | Led mortgage finance and asset management; groundwork for subsequent co-CEO role |
| Tiptree Inc. | Co-Chief Executive Officer | Feb 2015–Nov 2015 | Transition leadership; alignment with Executive Committee strategy |
| Bear Stearns | Senior Managing Director; Board member | 1982–1994 | Senior management, risk and trading leadership |
| Mariner Investment Group | Partner | 2000–2005 | Built new trading groups; oversaw risk management; investment committee roles |
| Private Investor | Private investor | 1994–2000 | Proprietary investing experience |
| Merrill Lynch | Professional roles | 1980–1982 | Early-career capital markets experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rescap (subsidiary of Ally Bank) | Director | Nov 2011–Dec 2013 | Oversight during restructuring/servicing era |
| Care Investment Trust Inc. | Director | Aug 2010–Feb 2018 | Senior living real estate governance |
Fixed Compensation
Summary Compensation Table (PEO: CEO). Values reflect SEC grant-date fair value methodology.
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | 1,000,000 | 1,000,000 | 1,100,000 |
| Bonus | — | — | — |
| Stock Awards (Grant-date FV) | — | — | 5,753,000 |
| Option Awards | — | — | — |
| Non-Equity Incentive Plan Comp | 3,227,466 | 4,382,697 | 2,001,319 |
| All Other Compensation | 150,407 | 142,867 | 139,201 |
| Total | 4,377,873 | 5,525,564 | 8,993,520 |
Additional CNG “performance view” disclosure shows 2024 stock awards of $7,179,979 comprised of 200,000 shares issued upon PRSU vesting on Oct 17, 2024 at $20.89 and a $3,001,979 share grant on Feb 25, 2025 for 2024 performance .
Performance Compensation
Annual Cash Incentive
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Executive Committee incentive pool based on % of 2024 Adjusted EBITDA | Not disclosed | Not disclosed | Adjusted EBITDA $153.983M (company selected measure) | $2,001,319 paid Q1 2025 | Cash (paid following year) |
Long-Term Equity Incentives
| Award Type | Grant Date | Quantity | Vesting Condition | Expiration | Status/Events |
|---|---|---|---|---|---|
| PRSUs (2021) | Aug 4, 2021 | 1,200,000 unvested | Three share-price milestones $30–$60 (30-day average; div-adjusted); employment condition | Aug 4, 2031 | Remain eligible; will continue to vest upon milestones; stay outstanding post certain terminations |
| PRSUs (2024) | Jan 1, 2024 | 550,000 | Single share-price milestone $70 (30-day average; div-adjusted); employment condition | Jan 1, 2034 | Multi-year LTI; no further LTI grants until 2027 |
| PRSUs Vested (issuance) | Oct 17, 2024 | 200,000 | Milestone achieved under prior PRSUs | — | Shares issued at $20.89 close |
Change-of-control vesting: only PRSUs meeting price milestones in the transaction vest; others forfeited unless assumed .
Equity Ownership & Alignment
Beneficial Ownership
| Item | Amount |
|---|---|
| Shares owned directly | 192,021 |
| Vested options exercisable (right to acquire within 60 days) | 1,041,883 |
| Total beneficial ownership | 1,319,901 |
| Ownership % of outstanding shares | 3.43% (outstanding 37,493,883) |
| Exclusions | 1,552,717 shares in estate planning vehicles (no control/pecuniary interest) |
| Unvested PRSUs excluded | 1,200,000 (2021), 550,000 (2024) |
Outstanding Equity Awards (as of Dec 31, 2024)
| Grant Date | Options Exercisable (#) | Options Unexercisable (#) | Exercise Price ($) | Expiration | Notes |
|---|---|---|---|---|---|
| Jan 4, 2016 | 137,038 | — | 5.67 | Jan 4, 2026 | Performance condition achieved; time-based vesting schedule applies |
| Mar 10, 2016 | 13,704 | — | 5.87 | Mar 10, 2026 | — |
| Feb 22, 2017 | 351,155 | — | 6.65 | Feb 22, 2027 | — |
| Feb 26, 2018 | 149,331 | — | 5.85 | Feb 26, 2028 | — |
| Feb 26, 2019 | 135,489 | — | 6.26 | Feb 26, 2029 | — |
| Feb 20, 2020 | 170,111 | 85,055 | 7.25 | Feb 20, 2030 | Unexercised tranche becomes exercisable Feb 26, 2025 |
Equity incentive plan awards (unearned): 1,750,000 PRSUs outstanding; market/payout value $8,906,480 at 12/31/24 .
Hedging and Pledging
- Hedging and short sales prohibited; limited pledging of common stock permitted up to a max loan of 25% of pledged stock’s value; margin accounts generally prohibited .
Option/RSU Vesting and Exercises
- No stock options exercised by NEOs in 2024; no RSUs vested in 2024; PRSUs vesting led to share issuances (see above) .
Employment Terms
| Term | Detail |
|---|---|
| Executive Employment Agreement | Dated Feb 1, 2018; base salary ($1,100,000 for 2024); discretionary annual cash bonus set by CNG; eligible for LTI plans |
| Severance (as of Dec 31, 2024) | $8,584,016 if terminated without cause/death/disability or resigns for good reason; equals 2x base salary + average bonus for past two years × formula; earned but unpaid bonus paid; time-vesting condition fully vests; performance-based awards remain outstanding; COBRA premium support up to 18 months |
| Change-of-control | No severance; RSUs accelerate; stock options’ time-vesting waived; PRSUs vest only to extent transaction satisfies price milestones (others forfeited unless assumed) |
| Non-compete / Non-solicit | Included in employment agreements; duration specifics not disclosed |
Board Governance
- Board service: Director since August 2010; currently a Class III nominee for a term expiring at the 2028 Annual Meeting; Lead Independent Director is Lesley Goldwasser .
- Committee roles: Member of Tiptree’s management Executive Committee; CNG Committee is chaired by Dominique Mielle; other CNG members include Lesley Goldwasser, Paul M. Friedman and Bradley E. Smith .
- Independent oversight: Independent directors hold executive sessions at each meeting, chaired by Lead Director Goldwasser .
- Board attendance: All directors attended the prior annual meeting .
Performance & Track Record
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($000s) | 1,649,031 | 2,042,854 |
| Net income attributable to common ($000s) | 13,951 | 53,367 |
| Diluted EPS ($) | 0.33 | 1.30 |
| Cash dividends per share ($) | 0.20 | 0.49 |
| ROAE (%) | 3.4% | 12.2% |
| Adjusted net income ($000s) | 61,917 | 100,060 |
| Adjusted ROAE (%) | 15.2% | 22.9% |
| Book value per share ($) | 11.34 | 12.29 |
Pay versus performance selected measures:
- TSR value (initial $100) and company-selected measure Adjusted EBITDA: 2024 TSR 112.74; Adjusted EBITDA $153,983k; 2023 TSR 138.79; Adjusted EBITDA $112,379k .
Compensation Structure Analysis
- 2024 mix shows increased equity vs 2023 due to 550,000 PRSU grant under multi-year LTI and issuance of 200,000 vested PRSUs; non-equity cash incentive decreased to $2.00M from $4.38M in 2023, signaling greater emphasis on long-term share-price alignment .
- Annual incentives for Executive Committee are formulaically tied to Adjusted EBITDA, reinforcing earnings discipline; CNG retained negative discretion .
- Clawback policy effective Oct 1, 2023 applies to cash and equity incentives following SEC Dodd-Frank rules .
- No Section 280G/409A tax gross-ups; no repricing of underwater options; hedging prohibited; limited pledging permitted (up to 25% loan-to-value) .
Say-on-Pay & Shareholder Feedback
- 2023 say-on-pay approval: 71% of votes cast; management engaged with several large stockholders in 2024 and relayed feedback to CNG for 2024 decisions .
Compensation Peer Group
- Pay-versus-performance peer benchmark: S&P Select Sector Financial Services Index used for TSR comparisons .
Equity Ownership & Alignment Compliance
- Stock ownership guidelines not disclosed; compliance status not disclosed. Insider trading policy prohibits hedging; limited pledging allowed under defined cap to promote ownership culture .
Employment & Retention Risk
- Significant outstanding PRSUs (1.75M) with long-dated price hurdles ($30–$60; $70) and 10-year windows likely support retention; upon certain terminations after stated dates (Aug 4, 2024 for 2021 PRSUs; Jan 1, 2027 for 2024 PRSUs), awards remain outstanding subject to milestones .
- Severance magnitude ($8.58M as of year-end) reflects two-times cash pay plus equity treatment, reducing abrupt exit risk but adding cost if triggered .
Investment Implications
- Strong pay-for-performance linkage via Adjusted EBITDA-based annual incentives and multi-year PRSUs with demanding share-price hurdles; alignment is reinforced by substantial vested options and 3.43% beneficial stake, though limited pledging allowance introduces a modest governance risk .
- Retention risk appears contained: long-dated PRSU structures and post-termination eligibility support continuity; severance terms are sizable but standard for a PEO .
- Trading signals: 200,000 PRSUs vested and shares issued in Oct 2024, but no option exercises or RSU vesting in 2024; large remaining PRSU overhang ties upside to stock price milestones, potentially concentrating management focus on TSR and valuation drivers (e.g., Fortegra growth) .
- Governance: CEO-director dual role balanced by a strong Lead Independent Director and independent executive sessions; CNG committee composition and clawback policy mitigate compensation risk; 2023 say-on-pay at 71% suggests room for continued investor engagement on pay mix and disclosure .