Scott McKinney
About Scott McKinney
Scott T. McKinney, age 40, is Tiptree’s Chief Financial Officer, appointed March 31, 2023 after serving as Deputy CFO (April 2022) and Director of FP&A (February 2016); he previously held finance executive roles at General Electric and holds a B.S. in Management from Purdue University . Company performance under current leadership shows Q3 2025 revenues of $540.3 million (up 9.3% YoY), adjusted net income up 3.2% in Q3 and 8.8% YTD, and annualized adjusted ROAE of 22.9% for the quarter . Longer-term shareholder total return for Tiptree measured to September 30, 2025 was 23.6% over 3 years and 34.1% over 5 years, reflecting value creation initiatives and capital returns to shareholders .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tiptree Inc. | Chief Financial Officer | 2023–present | Oversees finance, disclosure controls, and investor relations; signed FY 2024 10-K certifications . |
| Tiptree Inc. | Deputy Chief Financial Officer | 2022–2023 | Supported CFO transition and financial leadership . |
| Tiptree Inc. | Director of FP&A | 2016–2022 | Led strategic planning, financial analysis, and investor relations . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| General Electric Company | Finance executive positions | Not disclosed | Built finance leadership experience prior to Tiptree . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $450,000 | $500,000 |
| Other Compensation ($) | $9,326 | $10,725 |
| Total Reported Compensation ($) | $1,709,326 | $2,808,225 |
Notes:
- Employment agreement dated October 14, 2022; compensation includes base salary and discretionary annual cash bonus eligibility .
Performance Compensation
Annual Cash Incentive Structure (2024)
| Metric | Weighting | Target | Actual Outcome | Payout ($) | Vesting |
|---|---|---|---|---|---|
| Adjusted EBITDA (relative to prior year) | 50% | Committee discretion; pool based on 7.0% of Adjusted EBITDA for Executive Committee; other NEOs determined by CNG Committee with Executive Committee input | Company delivered adjusted net income growth of 8.8% YTD and 3.2% in Q3; used for context | $1,250,000 cash bonus | N/A (cash) |
| Qualitative assessment (role, leadership, retention) | 50% | Committee discretion | Positive assessment; payout determined by CNG Committee | Included in $1,250,000 above | N/A |
Equity Awards
| Grant Date | Type | Units | Grant-Date Fair Value ($) | Vesting Criteria | Expiration |
|---|---|---|---|---|---|
| Jan 1, 2024 | PRSUs | 137,500 | Not separately disclosed (pool-driven) | Vest upon achieving $70 Tiptree share-price target (30-day average, adjusted for dividends); employment condition | Jan 1, 2034 |
| Oct 18, 2024 | Shares issued from vested PRSUs | 50,000 | $1,047,500 (stock awards total for 2024) | Previously granted PRSUs vested; shares delivered at $20.95 closing price | N/A |
Additional context: Equity grant practices avoid timing around MNPI; awards are administered by CNG with negative discretion preserved .
Equity Ownership & Alignment
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 90,140 | Under 1% of outstanding shares (denoted “*”) . |
| Unvested RSUs (12/31/2024) | 30,846 | Market value $643,448 at $20.86 close . |
| Unvested PRSUs (12/31/2024) | 437,500 | Market/payout value $2,226,620 . |
| Options outstanding | None for McKinney | N/A. |
| Group insider ownership | 12,426,803 shares (32.69%) for 9 persons | Alignment across management and directors. |
Policies:
- Hedging prohibited; short sales and option trading prohibited .
- Pledging generally prohibited, but limited pledging of common stock allowed for select employees/directors up to loans not exceeding 25% of pledged stock value; RSUs/options/warrants cannot be pledged .
- Clawback policy effective Oct 1, 2023 covering cash/equity incentive compensation upon restatement, regardless of fault .
Employment Terms
| Term | Details |
|---|---|
| Employment agreement date | October 14, 2022 . |
| Term / At-will | No definite term; can be terminated at any time subject to severance; employees generally at-will except as disclosed . |
| Severance (as of 12/31/2024) | $1,750,000 if terminated without cause, death/disability, or resignation for good reason; represents base salary and 2024 incentive compensation . |
| RSU treatment on termination | Death/disability: immediate vest of 30,846 RSUs (value $643,448 at $20.86); without cause: remain outstanding and vest per schedule . |
| RSU treatment on change of control | 30,846 unvested RSUs become fully vested (value $643,448 at $20.86) . |
| PRSU treatment on termination | Without cause/death/disability: remain outstanding, eligible to vest upon price targets . |
| PRSU treatment on change of control | Only PRSUs that achieve price milestones vest; others forfeited unless assumed in the transaction . |
| Non-compete / non-solicit / confidentiality | Included during employment and for a specified period post-termination (duration not disclosed) . |
| Tax gross-ups | No Section 280G or 409A tax gross-ups in executive employment agreements . |
Performance & Track Record
- CFO certifications: McKinney signed FY 2024 10-K certifications attesting to disclosure controls and ICFR effectiveness .
- Company performance: Q3 2025 revenues $540.3 million (+9.3% YoY), adjusted net income up 3.2% in Q3 and 8.8% YTD; annualized adjusted ROAE 22.9% in Q3 .
- Shareholder returns: 3-year TSR 23.6% and 5-year TSR 34.1% as of 9/30/2025; management emphasizes long-term value creation and capital returns .
Compensation Committee Analysis
- CNG Committee members: Paul M. Friedman, Bradley E. Smith, Lesley Goldwasser, Dominique Mielle (Chair); CAP engaged as independent compensation consultant .
- Pay philosophy: Heavy weighting to variable, performance-based pay; 2024 NEO pay increased primarily due to high-vesting-threshold PRSUs tied to $70 share price target .
Performance Compensation – Detailed Mechanics (2024)
| Component | Metric Definition | Weighting | Determination Method | Outcome |
|---|---|---|---|---|
| Annual cash incentive | Adjusted EBITDA (company-specific definition including fair value adjustments, non-recurring items, etc.) | 50% | Compared to prior year and committee discretion | $1,250,000 cash . |
| Qualitative | Leadership, role, retention considerations | 50% | Committee discretion | Included in cash payout . |
| Long-term equity (PRSUs) | Share price milestone ($70, adjusted for dividends; 30-day average) | N/A | Vest upon milestone achievement; employment condition | 137,500 granted 1/1/2024 ; 50,000 shares issued on PRSU vest 10/18/2024 . |
Equity Ownership & Vesting Schedule Details
| Award | Quantity | Key Dates | Vesting / Expiration |
|---|---|---|---|
| RSUs (unvested as of 12/31/2024) | 30,846 | Change of control: immediate vest; termination without cause: continue vesting; death/disability: immediate vest | Market value $643,448 at $20.86 . |
| PRSUs (unvested as of 12/31/2024) | 437,500 | 2024 grant: 1/1/2024 (137,500 units) | Vest upon price milestones; 2024 PRSUs expire Jan 1, 2034 . |
| PRSUs vested (shares delivered) | 50,000 | 10/18/2024 at $20.95 close | Included in 2024 stock awards value . |
Employment Terms – Indemnification and D&O Coverage (Context)
- Directors’ and officers’ indemnification rights survive for at least six years post-transaction; D&O tail policy for six years post-closing with premiums capped at $150,000 unless approved .
Investment Implications
- Alignment: McKinney’s meaningful unvested equity (RSUs and PRSUs) and participation in PRSUs tied to ambitious $70 share-price milestone strengthen alignment with long-term TSR and price appreciation . The company-wide prohibition on hedging and limited pledging policy support alignment and reduce adverse risk signaling .
- Retention risk: Severance at $1.75 million (2024 base + incentive) provides cushion, while RSU acceleration on change-of-control and PRSU milestone-dependent vesting create sensitive timing dynamics around corporate transactions; PRSUs do not broadly accelerate, mitigating windfall risk .
- Pay-for-performance: Cash incentives are anchored to Adjusted EBITDA with qualitative overlays; realized equity from PRSU vesting indicates progress yet substantial PRSU balances remain unearned, preserving future performance leverage .
- Trading signals: Upcoming RSU vesting and any PRSU milestone achievements could create supply overhangs upon settlement; however, hedging bans and limited pledging reduce unintended selling pressure. Form 4 activity is not disclosed here; monitor insider transactions around vesting and corporate events for near-term signals (not available in documents searched) .
- Governance: No 280G/409A tax gross-ups, active clawback policy, and independent CNG oversight with external consultant reduce governance red flags .