Randy Maultsby
About Randy Maultsby
Randy S. Maultsby, age 51, is President of Tiptree Inc. (since July 2021) and a Class I director (since November 2021). He leads corporate strategy and development, overseeing M&A, dispositions, and capital markets; prior roles include senior investment banking positions at Fox-Pitt, Kelton, JPMorgan (M&A) and Citigroup (FIG), with a B.A. (Honors) in Political Science from Hampton University . Company performance under his senior leadership shows FY2024 revenues of $2,042.9 million (+23.9% YoY), net income of $53.4 million, Adjusted EBITDA of $153.98 million (+37% YoY), and adjusted ROAE of 22.9% . Pay-versus-performance TSR index values for Tiptree were 279.68 (2021), 101.39 (2022), 138.79 (2023), and 112.74 (2024), with Adjusted EBITDA of $100,776k (2021), $81,124k (2022), $112,379k (2023), $153,983k (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tiptree Inc. | Managing Director | 2010–2021 | Corporate strategy and development; deal execution |
| Fox-Pitt, Kelton | Senior Vice President, Investment Banking | — | Strategic advice across banks, finance, asset managers, brokerages |
| JPMorgan | Associate, M&A Group | — | M&A execution in financials |
| Citigroup | Analyst, Financial Institutions Group | — | Coverage of banks and financials |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Invesque Inc. | Director; Audit Committee member | Feb 2018–Apr 2024 | Public company board experience; audit committee oversight |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $500,000 | $500,000 | $500,000 |
| All Other Compensation ($) | $7,644 | $9,326 | $10,725 |
Notes:
- Employment Agreement dated July 14, 2021; at-will with no fixed term; eligible for discretionary annual cash bonus and long-term equity plans .
- Tax deductibility: CNG may approve arrangements not fully deductible under IRC §162(m); 2023 say-on-pay support 71% with shareholder engagement in 2024 .
Performance Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Non-Equity Incentive Plan Compensation ($) | $1,400,000 | $1,600,000 | $1,750,000 |
| Stock Awards ($) | — | — | $1,917,663 (PRSUs; grant-date fair value) |
| Option Awards ($) | — | — | — |
Detailed structure and metrics:
- Annual cash incentives: Determined by CNG with Executive Committee input; for non-EC NEOs (including Maultsby), payouts are discretionary and not tied to a disclosed target/threshold/maximum; company uses Adjusted EBITDA as the primary performance measure for executive pay linkage .
- PRSUs:
- 2021 PRSUs vest upon achieving Tiptree share-price milestones between $30 and $60 (adjusted for dividends) by Aug 4, 2031 .
- 2024 PRSUs: 183,333 granted on Jan 1, 2024; vest upon achieving $70 average 30-day closing price (adjusted for dividends) by Jan 1, 2034 .
- 66,667 PRSUs vested and were settled in shares on Oct 9, 2024 at $19.11, reflecting achievement of a price target tranche .
- RSUs: No RSU grants disclosed for Maultsby in 2024; RSU vesting for NEOs did not occur in 2024, though PRSU vesting and share issuance did .
Performance compensation table (by instrument):
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Incentive (Discretionary) | Not disclosed | Not disclosed | Company FY2024 Adjusted EBITDA $153.98m | $1,750,000 paid for 2024 | Cash (paid Q1 2025) |
| PRSUs (2021 grant) | Share-price | $30–$60 price milestones (dividend-adjusted) | Partial tranches achieved (e.g., shares issued Oct 9, 2024) | 66,667 shares issued (10/9/2024 at $19.11) | Market condition vesting; expires 8/4/2031 |
| PRSUs (2024 grant) | Share-price | $70 price milestone (dividend-adjusted) | Not achieved as of 12/31/2024 | Grant-date fair value $1,917,663 | Market condition vesting; expires 1/1/2034 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 47,244 shares; <1% of outstanding |
| Unvested PRSUs | 583,333 unearned units (market/payout value $2,968,823 at $20.86) |
| RSUs Outstanding | None for Maultsby as of 12/31/2024 |
| Stock Options | None disclosed for Maultsby |
| Insider Transactions, Exercises, Vesting | No RSU vesting and no stock option exercises by NEOs in 2024; PRSU share issuance occurred (66,667 on 10/9/2024) |
| Hedging/Pledging Policy | Hedging prohibited; pledging allowed for common stock up to 25% LTV in select cases (directors and certain employees), not including options/RSUs/rights |
| Ownership Guidelines | Not disclosed for executives in proxy; director program detailed but not executive ownership multiples |
Implications:
- Significant unvested PRSUs create strong price-alignment and potential future supply upon vesting; monitor achievement of $30–$60 and $70 milestones for unlocks .
- Limited pledging permitted under policy; no individual pledging disclosure for Maultsby—assess Form 4s for any pledged transactions when available .
Employment Terms
| Provision | Terms |
|---|---|
| Agreement | Executive Employment Agreement dated July 14, 2021 |
| Term | No definite term; at-will; Board may terminate at any time |
| Base Salary | $500,000 (2024) |
| Bonus Eligibility | Discretionary annual cash bonus; CNG determines amounts |
| LTI Eligibility | Eligible for stock options, RSUs, PRSUs under plans |
| Severance (without cause, death/disability, or good reason) | One times base salary plus prior year’s annual bonus; plus immediate vesting of time-based condition on equity; performance-based awards remain outstanding and eligible based on performance; COBRA premium coverage above active rate up to 18 months; earned but unpaid prior-year bonus paid in cash |
| Illustrative Severance as of 12/31/2024 | $2,250,000 total (base + incentive compensation for 2024 services) |
| Change-of-Control | No separate severance; RSUs accelerate; stock option time-vesting waived; PRSUs vest only for milestones satisfied at/after the CoC transaction; others forfeited unless assumed |
| Restrictive Covenants | Non-compete, non-solicit, non-disparagement, confidentiality during employment and for specified period post-termination (duration not disclosed) |
| Clawback | Company-wide incentive compensation clawback adopted Oct 1, 2023 (restatements; recovery regardless of fault) |
| Tax Gross-ups | No 280G/409A tax gross-ups in executive employment agreements |
Board Governance
- Board Service: Class I director since Nov 2021; term expires at 2026 annual meeting .
- Independence: As an executive officer/director, Maultsby is non-independent; Board maintains majority independence (4 of 7) and has a Lead Independent Director (Lesley Goldwasser) given a non-independent Chair .
- Committees: Audit and CNG Committees comprise independent directors; no committee roles disclosed for Maultsby .
- Attendance: All directors attended ≥75% of Board and committee meetings in 2024 (Board: 5 meetings; Audit: 5; CNG: 5) .
- Director Compensation: Executive directors (Barnes, Ilany, Maultsby) receive no incremental board pay; non-employee directors received $112,500 cash + $112,500 stock retainer in 2024 with chair/lead retainers; cash retainer increased to $137,500 starting 1/1/2025 .
Dual-role implications:
- As President and director, Maultsby participates in management while serving on the Board; compensation decisions and governance are overseen by independent CNG Committee and Lead Director framework to address independence concerns .
Director Compensation (Non-Employee Program Overview)
| Element | 2024 Program | 2025 Update |
|---|---|---|
| Annual Cash Retainer | $112,500; paid quarterly | Increased to $137,500 effective 1/1/2025 |
| Annual Stock (immediately vested) | $112,500; election up to $150,000 stock possible; ≥50,000-share holders may elect more in cash | Unchanged |
| Chair/Lead Premiums | Lead Director +$25k; Audit Chair +$20k; CNG Chair +$15k | Unchanged |
Compensation Structure Analysis
- Pay-mix shift: For non-EC NEOs (incl. Maultsby), 2024 comp was 83% variable vs 17% fixed, consistent with pay-for-performance design; 2024 total NEO compensation rose to ~$25m, driven largely by PRSU grants with a $70 price target .
- Instrument mix: Emphasis on PRSUs (market-condition), aligning value with long-term share appreciation and dividend-adjusted price targets .
- Benchmarking: CNG engaged Compensation Advisory Partners (CAP) in 2024; no formal benchmarking used, but market practices reviewed; independence affirmed .
- Shareholder feedback: 2023 say-on-pay at 71% support; management engaged investors; CNG considered feedback in 2024 decisions .
- Controls: Clawback policy, hedging prohibition, no option repricing, no tax gross-ups; CNG retains negative discretion .
Say-On-Pay & Shareholder Feedback
| Year | Say-on-Pay Approval | Notes |
|---|---|---|
| 2023 | 71% of votes cast approved | Management met several large shareholders in 2024; feedback conveyed to CNG |
Equity Awards & Vesting Schedules
| Award Type | Grant Date | Quantity | Vesting Condition | Expiration |
|---|---|---|---|---|
| PRSUs (2024 grant) | Jan 1, 2024 | 183,333 | $70 30-day avg price, dividend-adjusted; continued employment | Jan 1, 2034 |
| PRSUs (2021 grant) | Aug 4, 2021 | Part of 583,333 unearned as of 12/31/2024 | Share-price milestones $30–$60, dividend-adjusted; continued employment | Aug 4, 2031 |
| PRSUs (tranche vested) | Oct 9, 2024 | 66,667 shares issued at $19.11 | Price milestone achieved | N/A |
Company Performance Benchmarks (Context for Incentives)
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Total Shareholder Return (Index of $100) | 279.68 | 101.39 | 138.79 | 112.74 |
| Adjusted EBITDA ($000s) | 100,776 | 81,124 | 112,379 | 153,983 |
| Revenues ($000s) | — | — | 1,649,031 | 2,042,854 |
| Net Income to Common ($000s) | 38,132 | (8,274) | 13,951 | 53,367 |
Risk Indicators & Red Flags
- Hedging prohibited; limited pledging permitted up to 25% LTV for common shares in select cases (directors/executives) .
- No tax gross-ups in exec agreements; no option repricing; clawback policy in effect since Oct 1, 2023 .
- Governance: Non-independent Chair offset by Lead Independent Director; committees composed of independent directors; all directors met attendance thresholds .
- Change-of-control: No severance multiples; PRSU treatment requires milestone satisfaction at CoC; potential forfeiture risk for unsatisfied tranches .
Compensation Committee Analysis
- Members: Dominique Mielle (Chair), Paul M. Friedman, Lesley Goldwasser, Bradley E. Smith; all independent .
- Consultant: CAP engaged; independence evaluated; no conflicts .
- Responsibilities include executive compensation oversight, incentive plan administration, governance guidelines, director compensation, Board evaluation process .
Investment Implications
- High market-condition leverage: 583,333 unearned PRSUs tie Maultsby’s upside to sustained share price appreciation ($30–$60; $70 targets), aligning incentives but creating potential future supply on vest; monitor milestone progress and dividend adjustments .
- Cash incentive discretion: Annual cash payouts are discretionary and linked to company Adjusted EBITDA and individual performance; 2024 payout of $1.75m reflects strong operational outcomes (Adjusted EBITDA +37% YoY) .
- Retention risk moderate: Severance of ~$2.25m at YE2024 and continued eligibility for performance-based vesting reduce departure risk; however, lack of CoC severance and milestone-dependent PRSU vesting maintain performance alignment .
- Governance mitigants: Dual role (President + Director) offset by independent CNG and Lead Director structure and robust policies (clawback, hedging ban, no repricing/gross-ups) .
- Trading signals: Watch for PRSU vesting events and resulting share issuances (e.g., 66,667 issued in Oct 2024), which may influence near-term float and selling pressure; review insider filings around vest dates for dispositions .