Paul Friedman
About Paul M. Friedman
Paul M. Friedman (age 69) is an independent director of Tiptree Inc., serving since August 2016, and has chaired the Audit Committee since August 24, 2020 after previously chairing the Compensation, Nominating & Governance (CNG) Committee from 2016–2020 . He is designated an “audit committee financial expert” and brings senior operating and capital markets experience from Bear Stearns (1981–2008), Mariner Investment Group (2008–2009), and Guggenheim Securities (Senior Managing Director & COO, 2009–2015), with an M.S. in Finance & Accounting from NYU Stern and a B.A. in Economics from Colgate University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bear Stearns & Co. Inc. | Chief Operating Officer, Fixed Income Division | 1981–2008 | Senior operating leadership in fixed income |
| Mariner Investment Group | Managing Director | Jun 2008–Oct 2009 | Investment management experience |
| Guggenheim Securities LLC | Senior Managing Director & COO | Nov 2009–Mar 2015 | Firm-wide operations and governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oppenheimer Holdings Inc. | Lead Director; Chair, Compliance Committee | Current | Compliance oversight and board leadership |
| Rithm Property Trust Inc. (formerly Great Ajax Corp.) | Chairman of the Board; Chair, Compensation Committee; Member, Audit Committee | Current | Board chair; compensation and audit oversight |
| Intelligo | Director | Since 2020 | Board member |
Board Governance
- Independent director; Board determined Friedman is independent under Nasdaq and SEC rules .
- Committee assignments: Audit Committee Chair (since Aug 24, 2020); CNG Committee member; previously CNG Chair (2016–2020) .
- Audit Committee composition: four independent directors; all members designated “audit committee financial experts” .
- Board activity: FY2024 meetings – Board (5), Audit (5), CNG (5), with all directors attending at least 75% of meetings for committees on which they served .
- Lead Independent Director: Lesley Goldwasser; independent directors hold executive sessions at each meeting .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Cash fees (FY2024) | $120,000 | Reflects quarterly director cash retainer and role-based fees (e.g., committee chair), paid in arrears |
| Program terms (FY2024) | $112,500 cash annual retainer; +$112,500 in immediately vested common stock; Audit Chair +$20,000; CNG Chair +$15,000; Lead Director +$25,000; option to elect up to $150,000 of total comp in stock | |
| Program change (effective 1/1/2025) | Cash retainer increased to $137,500; other terms unchanged |
Performance Compensation
| Component | Amount | Grant Structure | Dates/Reference Prices |
|---|---|---|---|
| Stock awards (FY2024) | $123,048 | Immediately vested shares; number of shares based on 10-day VWAP prior to quarter end | Quarterly grant dates’ closing prices: Apr 4, 2024 $17.05; Jul 8, 2024 $16.33; Oct 7, 2024 $19.16; Jan 9, 2025 $19.55 |
| Options/PRSUs | None disclosed for non-employee directors | Director equity is time-based vested stock; no options or PRSUs for directors disclosed |
- TIPT does not disclose performance metrics tied to director compensation (no TSR/EBITDA/ESG targets for director pay); director equity is immediately vested stock under the program .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Compensation committee interlocks | None in 2024; no TIPT executive served as a director/officer of another entity whose executive officers served on TIPT’s Board or CNG Committee |
| Index of external board roles | See External Roles table above |
Expertise & Qualifications
- Designated “audit committee financial expert” .
- Deep financial services and capital markets operating experience across trading, risk, and firm operations .
- Graduate education in finance and accounting; governance experience across multiple public companies .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Paul M. Friedman | 115,401 | ~0.31% (115,401 / 37,493,883) | Under 1% (per proxy asterisk) |
| Shares outstanding (record date) | 37,493,883 | — | Shares entitled to vote at 2025 annual meeting |
- Vested vs unvested breakdown: Not disclosed for directors (breakdown provided only for NEOs) .
- Pledging/hedging: TIPT prohibits hedging and margin pledging generally; directors may pledge common stock (not derivatives) as collateral so long as the loan does not exceed 25% of pledged stock value . No pledging by Friedman is disclosed .
Governance Assessment
-
Strengths:
- Independent Audit Chair with financial expert designation; Audit Committee engages and oversees Deloitte; maintains pre-approval and independence processes .
- Active CNG Committee membership; uses independent consultant (CAP) with no conflicts; pay risk reviewed; clawback policy (effective Oct 1, 2023) aligned with SEC rules .
- Board structure includes Lead Independent Director and routine executive sessions; attendance at least 75% for 2024 .
-
Watch items / RED FLAGS:
- Limited pledging allowed for directors (up to 25% LTV) can weaken alignment if used; disclosure is policy-level with no director-specific pledging reported .
- Related-party exposure: payments (~$6.7 million in 2024) to Tiptree Advisors, a related party controlled by TIPT’s Executive Chairman; oversight falls to Audit Committee (which Friedman chairs), making continued scrutiny of arms’-length terms important .
- Say-on-pay support at 71% in 2023 indicates mixed shareholder sentiment on executive compensation; CNG noted engagement and considered feedback in 2024 decisions .
-
Director engagement signals:
- Attendance threshold met; Board and committees met five times each in 2024, indicating regular engagement .
- Directors are expected to attend annual meetings; “last year, all of the directors attended” .
Additional Data References
- Board leadership: Chairman not independent; Lead Independent Director appointed to preside at executive sessions .
- Audit oversight scope: financial reporting, compliance, auditor independence/performance; PCAOB Rule 3526 compliance noted .
- Director compensation program mechanics and quarterly equity pricing references provided; 2025 cash retainer increased .