Neil Rifkind
About Neil Rifkind
Neil C. Rifkind (age 58) serves as Vice President, General Counsel and Secretary of Tiptree Inc., a role he has held since July 2013; prior roles include Special Counsel and associate positions at Schulte Roth & Zabel LLP and Fried, Frank, Harris, Shriver & Jacobson LLP. He holds a J.D. from Boston University School of Law, an M.A. in Philosophy from the University of Toronto, and an A.B. in Philosophy from the University of Chicago . Company performance under the current leadership framework shows 2024 total revenues of $2,042.9 million (+23.9% YoY), net income attributable to common stockholders of $53.4 million, diluted EPS of $1.30, ROAE of 12.2%, Adjusted net income of $100.1 million and Adjusted ROAE of 22.9% . Long-term TSR at Tiptree (stock price growth plus dividends reinvested) was 12.6% over 1 year, 16.4% over 3 years, and 22.6% over 5 years as of December 31, 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tiptree Inc. | VP, General Counsel & Secretary | 2013–present | Oversees legal, corporate governance, and disclosure; supports M&A and securities law execution |
| Schulte Roth & Zabel LLP | Special Counsel (M&A, securities law) | 2011–2013 | Advised on complex transactions and securities compliance |
| Schulte Roth & Zabel LLP | Associate | 2006–2010 | Associate experience in transactional and regulatory matters |
| Fried, Frank, Harris, Shriver & Jacobson LLP | Associate | 1998–2006 | Associate in corporate practice; foundational M&A and governance skillset |
External Roles
No public company directorships or external board roles are disclosed for Mr. Rifkind in the proxy biography .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $450,000 | $500,000 | $500,000 |
| All Other Compensation ($) | $7,644 | $71,618 | $100,679 |
| Notes (Other Comp breakdown) | MERP premium $7,644 | MERP $9,326; travel $33,426; tax reimbursement $28,866 | MERP $10,725; travel $48,269; tax reimbursement $41,685 |
- Effective program context: 2024 base salaries for NEOs include Mr. Rifkind at $500,000 .
- Tax reimbursements on certain perquisites (travel/IT) are provided, while 280G/409A tax gross-ups are not part of executive employment agreements .
Performance Compensation
| Element | Metric | Weighting | Target | Actual | Payout/Grant | Vesting Terms |
|---|---|---|---|---|---|---|
| Annual Cash Incentive | Adjusted EBITDA vs prior year | 50% (other NEOs) | Not numerically disclosed | 2024 Adjusted EBITDA $153,983k | $880,000 cash | Cash (paid Q1’25) |
| Annual Cash Incentive | Individual performance (qualitative) | 50% (other NEOs) | N/A | N/A | Included in $880,000 cash | N/A |
| Matching RSUs (bonus component) | Equity match | 20% of Mr. Rifkind’s bonus in RSUs | N/A | N/A | Par Value $440,000 for 2024 perf (granted 2/25/2025) | Cliff vest 3 years; deliver 2 shares per RSU |
| 2024 Equity Grant | RSUs (grant 2/27/2024) | N/A | N/A | N/A | 23,792 RSUs; grant date FV $422,308 | Cliff vest 2/20/2027 |
- Program design: Executive cash incentive pool is based on Adjusted EBITDA; for other NEOs (including Mr. Rifkind), awards are 50% company performance, 50% qualitative, with Mr. Rifkind’s pool allocated 80% cash / 20% matching RSUs that vest after three years and deliver two shares per RSU .
- Clawback: Incentive compensation is subject to Tiptree’s Dodd-Frank compliant clawback policy effective Oct 1, 2023 .
Multi-Year Compensation (SEC Summary Compensation Table View)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $450,000 | $500,000 | $500,000 |
| Stock Awards ($) | $351,228 | $378,489 | $422,308 |
| Non-Equity Incentive ($) | $720,000 | $800,000 | $880,000 |
| All Other Compensation ($) | $7,644 | $71,618 | $100,679 |
| Total ($) | $1,528,872 | $1,750,107 | $1,902,987 |
Notes:
- Equity awards shown in the Summary Compensation Table are granted for services in the prior year (timing and valuation per FASB ASC 718 and Monte Carlo for PRSUs) .
Equity Ownership & Alignment
| Category | Details |
|---|---|
| Beneficial Ownership | 34,331 shares; <1% of outstanding |
| Unvested RSUs at 12/31/2024 | 73,206 RSUs (26,750 grant 2/17/2022; 22,664 grant 2/22/2023; 23,792 grant 2/27/2024) |
| Options | None disclosed for Mr. Rifkind |
| Upcoming Vests | 26,750 RSUs vested 2/20/2025; 22,664 RSUs vest 2/20/2026; 23,792 RSUs vest 2/20/2027 |
| Additional Grant | 22,246 RSUs granted 2/25/2025; cliff vest 2/28/2028 |
| Hedging/Pledging Policy | Hedging prohibited; pledging generally prohibited except limited pledging allowed up to 25% of pledged stock value in select cases |
- Ownership guidelines: No executive stock ownership guideline disclosures found; directors have flexibility to take retainers in stock, but no explicit executive ownership multiple is disclosed .
Vesting Schedules and Potential Selling Pressure
| Grant Date | Award Type | Shares/Units | Vesting Date | Special Terms |
|---|---|---|---|---|
| 2/17/2022 | RSUs | 26,750 | 2/20/2025 | Time-based cliff vest |
| 2/22/2023 | RSUs | 22,664 | 2/20/2026 | Time-based cliff vest |
| 2/27/2024 | Matching RSUs | 23,792 | 2/20/2027 | Deliver 2 shares per RSU; time-based vest |
| 2/25/2025 | RSUs | 22,246 | 2/28/2028 | Time-based cliff vest |
- Observation: Cliff vesting cadence in 2026–2028 may introduce incremental supply from vesting events; company policy prohibits hedging and generally pledging, limiting adverse alignment signals .
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement | Dated Feb 1, 2018; compensation includes base salary and discretionary bonus; eligible for equity plans |
| Non-Compete/Non-Solicit | Employment agreements include non-compete, non-solicitation, non-disparagement and confidentiality provisions during employment and post-termination for specified periods |
| Severance (No Cause/Good Reason/Death/Disability) | Lump sum equal to one times base salary plus prior year bonus; earned but unpaid bonus for prior performance year; time-based vesting accelerated or continued per terms; COBRA cost differential up to 18 months; performance-based awards remain outstanding subject to performance |
| Specific Severance (as of 12/31/2024) | $1,820,000 total if terminated without cause/for good reason/death/disability |
| Change-of-Control | RSUs become fully vested upon change of control; options time-vesting waived (not applicable to Mr. Rifkind as no options) |
Compensation Structure Analysis
- Year-over-year mix: Salary rose from $450k (2022) to $500k (2023–2024); cash incentive increased from $720k (2022) to $880k (2024); stock awards increased from $351k (2022) to $422k (2024), indicating rising variable pay aligned to performance and retention .
- Shift to RSUs/matching: Mr. Rifkind’s bonus pool is 80% cash and 20% matching RSUs with enhanced leverage (2 shares per RSU), reinforcing long-term equity alignment and retention via three-year cliffs .
- Clawback and risk: Company adopted SEC-compliant clawback policy effective Oct 1, 2023; hedging prohibited; limited pledging permitted under strict cap, reducing misalignment risk .
- Perquisite tax reimbursements: Presence of tax reimbursements on travel (and IT for other NEOs) suggests some shareholder-unfriendly elements, though golden parachute tax gross-ups are not in employment agreements .
Say-On-Pay, Peer and Governance Inputs
- Say-on-Pay: 71% support at the 2023 Annual Meeting; management engaged with investors and conveyed feedback to the CNG Committee for 2024 decisions .
- Peer/Index references: For performance graph, S&P Select Sector Financial Services Index used; CNG engaged Compensation Advisory Partners (CAP) in 2024 and reviewed market practices but does not benchmark compensation mechanically .
- Compensation Committee: Independent directors (Chair: Dominique Mielle); responsibilities include executive compensation oversight and program design; independent consultant retained; hedging/pledging restrictions codified in Insider Trading Policy .
Equity Compensation Plan Context
| Plan | Outstanding Options (exercisable) | Wtd. Avg. Exercise Price | Remaining Shares Available |
|---|---|---|---|
| 2017 Equity Plan | 1,583,873 | $6.51 | 756,984 |
- Note: Mr. Rifkind holds RSUs and no options; RSUs accelerate on change of control .
Investment Implications
- Alignment and retention: The 80% cash/20% matching RSU bonus structure with three-year cliffs and 2x share delivery strengthens retention and equity alignment; upcoming vesting in 2026–2028 could create mechanical selling pressure around vest dates absent 10b5-1 plans .
- Pay-for-performance linkage: Annual awards for Mr. Rifkind are tied 50% to Adjusted EBITDA trajectory and 50% to qualitative performance, consistent with company value creation (2024 Adjusted EBITDA $153,983k) and rising cash/stock payouts alongside improved results .
- Governance risk flags: Hedging prohibited and pledging tightly constrained, lowering misalignment risk; however, tax reimbursements on perquisites are non-ideal and merit monitoring in future CD&A disclosures .
- Change-of-control economics: Full RSU acceleration on change of control and one-times cash severance terms for Mr. Rifkind limit outsized golden parachutes; clawback policy further mitigates downside from restatements .