TIPT DEF 14A Report ended June 7, 2012

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.     )

Filed by the Registrant  þ

Filed by a Party other than the Registrant  ¨

Check the appropriate box:

Care Investment Trust Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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April 25, 2012

Dear Stockholder:

You are invited to attend the Annual Meeting of stockholders of Care Investment Trust Inc. This year’s meeting will be held on Thursday, June 7, 2012, at 11:00 a.m., Eastern Daylight Time, at 780 Third Avenue, 29th Floor, New York, NY 10017.

On or about April 25, 2012, we are delivering the attached proxy statement, with the accompanying formal notice of the meeting, which describes the matters expected to be acted upon at the meeting. We urge you to review these materials carefully and to take part in the affairs of our Company by voting on the matters described in the accompanying proxy statement. We hope that you will be able to attend the meeting. Our directors and management team will be available to answer questions. Afterwards, there will be a vote on the matters set forth in the accompanying proxy statement.

Your vote is important. Whether you plan to attend the meeting or not, please vote either over the Internet, by toll-free telephone or by completing the enclosed proxy card and returning it as promptly as possible. If you attend the meeting, you may continue to have your shares of common stock voted as instructed over the Internet, by toll-free telephone or in the proxy card, or you may change your vote either by voting again before 11:59 p.m., Eastern Daylight Time, on June 6, 2012, the time at which the Internet and telephone voting facilities close, or by submitting a proxy card prior to or at the meeting.

Sincerely,

Salvatore (Torey) V. Riso, Jr.

President and Chief Executive Officer

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CARE INVESTMENT TRUST INC.

780 Third Avenue

21st Floor

New York, NY 10017

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

You are hereby invited to attend the 2012 Annual Meeting of Stockholders of Care Investment Trust Inc.

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We encourage you to receive all proxy materials in the future electronically to help us save printing costs and postage fees, as well as natural resources in producing and distributing these materials. If you wish to receive these materials electronically next year, please follow the instructions on the proxy card.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

THE STOCKHOLDER MEETING TO BE HELD ON JUNE 7, 2012

The Notice and Proxy Statement and the Annual Report on Form 10-K are available at

http://www.proxyvote.com

By Order of our Board of Directors,

Danielle M. DePalma

Senior Counsel, Chief Compliance Officer and Secretary

New York, New York

April 25, 2012

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CARE INVESTMENT TRUST INC.

780 Third Avenue,

21st Floor

New York, NY 10017

PROXY STATEMENT

FOR 2012 ANNUAL MEETING OF STOCKHOLDERS

to be held on June 7, 2012

This proxy statement is furnished by Care Investment Trust Inc. to our stockholders in connection with the solicitation of proxies by our Board of Directors for use at the 2012 annual meeting (the “Annual Meeting”) of stockholders to be held on Thursday, June 7, 2012, at 11:00 a.m., Eastern Daylight Time, at 780 Third Avenue, 29th Floor, New York, NY 10017, and at any and all postponements or adjournments of our Annual Meeting. References in this proxy statement, unless the context requires otherwise, to “Care,” the “Company,” “we,” “our,” “ours,” and “us” refer to Care Investment Trust Inc. and our consolidated subsidiaries. The approximate date on which this proxy statement and form of proxy solicited on behalf of the Board of Directors is first being sent to our stockholders is April 25, 2012.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

What is the purpose of the meeting?

At the Annual Meeting, stockholders will be asked to vote on:

How does the Board of Directors recommend I vote on these proposals?

The Board of Directors recommends a vote:

Who is entitled to vote at the meeting?

If our records show that you were a holder of our common stock at the close of business on April 5, 2012, which is referred to in this proxy statement as the “record date,” you are entitled to receive notice of the meeting and to vote the shares of common stock that you held on the record date.

How many shares can vote?

As of the close of business on the record date, 10,225,551 shares of common stock of the Company were issued and outstanding and entitled to vote. There is no other class of voting securities outstanding. You are entitled to one (1) vote for each share of common stock you held as of the close of business on the record date.

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What constitutes a quorum?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if at least a majority of the outstanding shares entitled to vote are represented at the Annual Meeting. As of the close of business on April 5, 2012, the record date, there were 10,225,551 shares outstanding and entitled to vote. Thus, 5,112,776 shares must be represented at the Annual Meeting to have a quorum.

Your shares will be counted towards the quorum if you vote in person at the Annual Meeting or if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other agent). Additionally, abstentions and broker non-votes will also be counted towards the quorum requirement. If there is no quorum, the Chairman of the Annual Meeting may adjourn the meeting until a later date.

How do I vote?

For Proposal 1 (election of directors), you may either vote “FOR” all of the nominees to the Board of Directors or you may “WITHHOLD” your vote for all of the nominees or for any nominee that you specify. For Proposal 2 (ratification of the appointment of KPMG), you may vote “FOR” or “AGAINST” such proposal or “ABSTAIN” from voting. The procedures for voting are set forth below:

Stockholder of Record: Shares Registered in Your Name.    If you are a stockholder of record, you may vote in person at the Annual Meeting or vote by giving your proxy authorization over the Internet, by telephone or by properly completing, signing and dating the accompanying proxy card where indicated and mailing the card in the postage paid envelope provided. Whether or not you plan to attend the Annual Meeting, we encourage you to vote by proxy or to give your proxy authorization to ensure that your votes are counted. You may still attend the Annual Meeting and vote in person if you have already voted by proxy or given your proxy authorization.

Beneficial Owner: Shares Registered in the Name of Broker, Bank or Other Agent.    If your shares of common stock are held by a broker, bank or other nominee (i.e., in “street name”), you will receive instructions from your nominee, which you must follow in order to have your shares of common stock voted. Such stockholders who wish to vote in person at the Annual Meeting will need to obtain a proxy form from the broker, bank or other nominee that holds their shares of common stock of record.

How is my vote counted?

If you vote through the Internet, by phone or properly execute the accompanying proxy card, and if we receive it by 11:59 p.m., Eastern Daylight Time, on June 6, 2012, the shares of common stock that the

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proxy represents will be voted in the manner specified on the proxy. If no specification is made in the proxy, your shares of common stock that the proxy represents will be voted in accordance with the recommendations of our Board of Directors set forth in this proxy statement. It is not anticipated that any matters other than those set forth in the proxy statement will be presented at the Annual Meeting. If other matters are presented, proxies will be voted in accordance with the discretion of the proxy holders. In addition, no stockholder proposals or nominations were received on a timely basis, so no such matters may be brought to a vote at the Annual Meeting.

What vote is needed to approve each proposal?

How are “broker non-votes” and abstentions treated for purposes of the proposals?

Abstentions do not constitute a vote “for” or “against” either matter being voted on at the Annual Meeting and will not be counted as “votes cast.” Therefore, abstentions will have no effect on any of the proposals. “Broker non-votes” will be treated in the same manner as abstentions for purposes of the Annual Meeting. Brokers, banks, or other agents that have not received voting instructions from their clients cannot vote on their clients’ behalf with respect to “non-routine” proposals, but may vote their clients’ shares on “routine” proposals. Proposal 1 (election of directors) is a non-routine proposal. Conversely, Proposal 2 (ratification of appointment of KPMG) is a routine proposal. In the event that a broker, bank, or other agent indicates on a proxy that it does not have discretionary authority to vote certain shares on a non-routine proposal, then those shares will be treated as broker non-votes. Abstentions and broker non-votes will be treated as present for the purpose of determining the presence of a quorum.

What other information should I review before voting?

The proxy materials include our 2011 Annual Report, which is comprised of our Annual Report on Form 10-K. Both our 2011 Annual Report on Form 10-K and this Notice and Proxy Statement and Form of Proxy are available, free of charge, on our website at http://www.carereit.com. The information found on, or accessible through, our website is not incorporated into, and does not form a part of, this proxy statement or any other report or document we file with or furnish to the SEC. You may also obtain a copy of our 2011 Annual Report on Form 10-K, free of charge, by directing your request in writing to Care Investment Trust Inc., 780 Third Avenue, 21^st Floor, New York, NY, 10017, Attn: Secretary, or by calling our corporate number at (212) 446-1410.

Can I change my vote after I submit my proxy card or give instructions over the Internet or telephone?

Yes. If you are the record holder of your shares, you may revoke your proxy in one of three ways:

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Whether or not you vote using a traditional proxy card, through the Internet or by telephone, you may use any of those three methods to change your vote. Accordingly, you may change your vote either by submitting a proxy card prior to or at the Annual Meeting or by voting again before 11:59 p.m., Eastern Daylight Time, on June 6, 2012, the time at which the Internet and telephone voting facilities close. The later submitted vote will be recorded and the earlier vote revoked. If you attend the Annual Meeting, you may vote in person whether or not you have previously given a proxy, but your presence (without further action) at the meeting will not constitute revocation of a previously given proxy.

If your shares are held by your broker, bank or other agent as nominee, you should follow the instructions provided by your broker, bank or agent.

How can I determine the results of the voting at the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. Final results will be announced in a Current Report on Form 8-K, which will be filed with the SEC within four business days after the conclusion of the Annual Meeting.

Who is soliciting my proxy?

This solicitation of proxies is made by and on behalf of our Board of Directors. We will pay the cost of the solicitation of proxies. In addition to the solicitation of proxies by mail, our directors, officers and employees may solicit proxies personally or by telephone.

No person is authorized on our behalf to give any information or to make any representations with respect to the proposals other than the information and representations contained in this proxy statement, and, if given or made, such information and/or representations must not be relied upon as having been authorized and the delivery of this proxy statement shall, under no circumstances, create any implication that there has been no change in our affairs since the date hereof.

Who should I contact if I have any questions?

If you have any questions about the Annual Meeting, this Proxy Statement, our Proxy materials or your ownership of the Company’s common stock, please direct your request in writing to Care Investment Trust Inc., 780 Third Avenue, 21st Floor, New York, NY, 10017, Attn: Chief Financial Officer, or call our corporate number at (212) 446-1410.

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PROPOSAL 1: ELECTION OF DIRECTORS

Proposal

Our Board of Directors currently consists of seven members. All seven directors who are nominated for election were elected at the Company’s previous annual meeting. All of our seven directors were recommended by our Compensation, Nominating and Corporate Governance (“CNG”) Committee. Each director elected at the Annual Meeting will be elected to serve until our next annual meeting. All nominees for director have consented to be named and have agreed to serve as directors if elected. We have no reason to believe that any of the nominees will be unable to accept election as a director. However, in the event that one or more nominees are unable or unwilling to accept election or are unable to serve for any reason, the persons named as proxies or their substitutes will have authority, according to their judgment, to vote or refrain from voting for such substitute as may be designated by the Board of Directors.

Our bylaws provide that a majority of the entire Board of Directors may establish, increase or decrease the number of directors, provided that the number of directors shall never be less than one (1), which is the minimum number required by the Maryland General Corporation Law, nor more than fifteen (15).

Recommendation

The Board of Directors unanimously recommends a vote “FOR” each nominee.

Information Regarding the Nominees for Election

The following table and biographical descriptions set forth certain information, as of April 5, 2012, with respect to each nominee for election as director at the Annual Meeting, all of whom currently serve as directors.

Michael G. Barnes has been a member of our Board of Directors since August 2010, and he currently serves as the Chairman of our Board of Directors as well as the Executive Chairman of our Company and as a member of our Executive Committee. He has served as the Chief Executive Officer and Chairman of Tiptree Financial Partners, L.P. (“Tiptree”) since its inception in 2007 and is a founding partner of Tricadia Holdings, L.P. (“Tricadia”) and its affiliated companies, which are privately held and provide investment management services. Tricadia is a direct owner of Tiptree Capital Management, LLC (“Tiptree Capital”), which is the external manager of Tiptree, our majority stockholder, and of which TREIT Management, LLC (“TREIT”), which provides advisory services to us pursuant to a Services Agreement (as discussed herein), is an affiliate. Prior to the formation of Tricadia in 2003, Mr. Barnes spent two years as Head of Structured Credit Arbitrage within UBS Principal Finance LLC, a wholly owned subsidiary of UBS Warburg, which conducts proprietary trading on behalf of the firm. Mr. Barnes joined UBS in 2000 as part of the merger between UBS and PaineWebber Inc. Prior to

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joining UBS, Mr. Barnes was a Managing Director and Global Head of the Structured Credit Products Group of PaineWebber. Prior to joining PaineWebber in 1999, he spent 12 years at Bear, Stearns & Co. Inc., the last five of which he was head of their Structured Transactions Group. Mr. Barnes received his A.B. from Columbia College.

Mr. Barnes was selected and qualified to serve as a member of our Board of Directors because of his extensive experience in asset management, including the management of credit assets, real estate, and for his experience in developing emerging and transitional companies.

Geoffrey N. Kauffman has been a member of our Board of Directors since August 2010, and he currently serves as the Vice Chairman of our Board of Directors as well as the Executive Vice Chairman of our Company and as a member of our Executive Committee. He has served as the President and Chief Operating Officer of Tiptree since its inception in 2007. Mr. Kauffman also has been a Managing Director of Tricadia since 2005. Tricadia is a direct owner of Tiptree Capital, which is the external manager of Tiptree, our majority stockholder, and of which TREIT, which provides advisory services to us pursuant to a Services Agreement (as discussed herein), is an affiliate. Since joining Tricadia in 2005, Mr. Kauffman has been overseeing a variety of strategic acquisition opportunities and permanent capital projects, including the development of Tiptree. Prior to joining Tricadia, from 2002 to 2004, Mr. Kauffman was a partner with the Shidler Group in a similar capacity, with his primary focus being the development of a Credit Derivative Products Company (CDPC). Before joining the Shidler Group, from 1997 to 2001, Mr. Kauffman was involved in the launch of the CGA Group of companies, which originated financial guarantee contracts. From 1997 through 1999, he was the President, Chief Underwriting Officer and Principal Representative of CGA Bermuda, Ltd, the CGA Group’s Bermuda based insurance subsidiary. From 2000 to 2001, he was the President and Chief Executive Officer of CGA Investment Management. Prior to joining CGA, Mr. Kauffman was at AMBAC and the MBIA /AMBAC International joint venture in 1995 and 1996, where he helped develop their international structured finance department. Prior to AMBAC, from 1989 to 1995, Mr. Kauffman was with FGIC’s ABS group and helped establish that business, focusing on CDOs, asset backed securities and multi-seller conduit programs. Prior to FGIC, Mr. Kauffman worked in the Investment Banking Division of Marine Midland Bank (now HSBC), where he focused on middle market mergers and acquisitions and structured finance. Mr. Kauffman holds a B.A. (Psychology) from Vassar College and an M.B.A. (Finance) from Carnegie Mellon University.

Mr. Kauffman was selected and qualified to serve as a member of our Board of Directors because of his significant and diverse experience in financial transactions, particularly credit transactions, and real estate, as well as his experience in developing emerging and transitional companies.

William A. Houlihan has been a member of our Board of Directors since August 2010, and he currently serves as Chairman of our Audit Committee and as our Lead Director. He has more than 30 years of business and financial experience. Since September 2009, he has served on the Board of Directors and as the financial expert on the Audit Committee of First Physicians Capital Group, Inc. (OTC: FPCG), a publicly-traded company that provides services to and owns investments in small hospitals. Since 1998, Mr. Houlihan has served on the Board of Directors of the James G. Houlihan Family Second Limited Partnership, a privately-held company that owns investments in commercial real estate assets. Mr. Houlihan served on the Board of Directors of SNL Financial, a privately-held company that maintains database financial information on financial institutions, REITs, energy, media and other companies, from November 2003 until June 2010. During an eight-year period from 2001 through 2008, Mr. Houlihan was a private investor while he served as transitional Chief Financial Officer for several distressed companies: Sixth Gear, Inc. from October 2007 to November 2008, Sedgwick Claims Management Services from August 2006 until January 2007, Metris Companies from August 2004 to January 2006, and Hudson United Bancorp from January 2001 to November 2003. Mr. Houlihan also worked as an investment banker at UBS from June 2007 to September 2007, J.P. Morgan Securities from

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November 2003 to July 2004, KBW, Inc. from October 1996 to January 2001, Bear, Stearns & Co., Inc. from April 1991 to October 1996, and Goldman Sachs & Co. from June 1981 to April 1991. He also held several auditing and accounting positions from June 1977 through June 1981. Mr. Houlihan received a B.S., Magna Cum Laude in Accounting in 1977 from Manhattan College, became licensed as a Certified Public Accountant in 1979, and received his M.B.A. in Finance in 1983 from New York University Graduate School of Business.

Mr. Houlihan was selected and qualified to serve as a member of our Board of Directors because of his diverse financial experience, including his service on the boards of directors of several small capitalization, high-growth companies, as chief financial officer of transitional public and privately-held companies and his extensive accounting background.

Jonathan Ilany has been a member of our Board of Directors since August 2010. He has been Chairman of the Board of Directors of Reliance First Capital, a privately owned mortgage company, since 2008. Since November 2011, Mr. Ilany has served as a director of Rescap, a subsidiary of Ally Bank. Since 2005, Mr. Ilany has been a private investor and passive partner at Mariner Investment Group. Mr. Ilany was a partner at Mariner Investment Group from 2000-2005, responsible for hiring and setting up new trading groups, overseeing risk management, and he was a senior member of the Investment Committee and Management Committee of the firm. From 1996-2000, Mr. Ilany was a private investor. From 1982-1995, Mr. Ilany was an employee of Bear Stearns & Co. He was nominated to the Board of Directors of the Company in 1988. From 1980-1982, Mr. Ilany worked at Merrill Lynch. From 1971-1975, Mr. Ilany served in the armored corps of the Israeli Defense Forces and he was honorably discharged holding the rank of First Lieutenant.

Mr. Ilany was selected and qualified to serve as a member of our Board of Directors because of his extensive experience in overseeing risk management and serving on the investment committee and management committee of a major investment firm, serving on the board of directors of various companies and his experience with investing in real estate and real estate-related assets.

Salvatore (Torey) V. Riso Jr. has served as our President and Chief Executive Officer since December 2009, and has been a member of our Board of Directors since November 2010 and also serves on our Executive Committee. Mr. Riso formerly served as our Secretary and Chief Compliance Officer from February 2008 until December 2009. He was employed by CIT Group from September 2005 through November 2010, serving as Senior Vice President and Chief Counsel of CIT Corporate Finance since March 2007. Prior to his position at CIT Corporate Finance, Mr. Riso served as Chief Counsel for CIT Healthcare LLC, our former external manager (“CIT Healthcare”), and CIT Commercial Real Estate. Between 1997 and 2005, Mr. Riso was in private legal practice in the New York office of Orrick Herrington & Sutcliffe LLP, where he worked in Orrick’s global finance practice group. Mr. Riso received a B.A. in economics and history cum laude from UCLA, as well as a J.D. from the Loyola Law School of Los Angeles.

Mr. Riso was selected and qualified to serve as a member of our Board of Directors because of his experience in legal and finance matters and because of his intimate knowledge of our Company.

J. Rainer Twiford has been a member of our Board of Directors since the consummation of our initial public offering in June 2007 and currently serves as Chairman of our Compensation, Nominating and & Governance Committee. Since 1999, Mr. Twiford has been president of Brookline Partners, Inc., an investment advisory company. Prior to joining Brookline Partners, Mr. Twiford was a partner of Trammell Crow Company from 1987 until 1991. Mr. Twiford is currently a director of IPI, Inc., Smith of Georgia and Tracon Pharmaceuticals, and previously served on the Board of Directors of a children’s behavioral health company. Mr. Twiford received a BA and a Ph.D. from the University of Mississippi, an M.A. from the University of Akron and a J.D. from the University of Virginia.

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Mr. Twiford was selected and qualified to serve as a member of our Board of Directors because of his extensive, high level experience in the financial industry.

Jean-Michel (Mitch) Wasterlain has been a member of our Board of Directors since September 2011. Since July 2010, Mr. Wasterlain has been a Managing Partner and Founder of Slate Realty Capital, a real estate merchant banking firm focused on three primary business lines including advisory services, debt and equity capital sourcing and principal investments. Prior to forming Slate Realty Capital, Mr. Wasterlain was President and CEO of ORIX Capital Markets, the US real estate and structured finance arm of ORIX Corporation (NYSE: ORIX). At ORIX, he was responsible for all investments in real estate debt, equity, and securities, as well as its special servicing business. In 2002, he joined NorthStar Capital Investment to create a real estate debt investment platform, which led to the IPO of NorthStar Realty Finance Corporation (NYSE: NRF), a public REIT, in 2004. He served as Chief Investment Officer of NRF and President of NS Advisors, and had direct responsibility for the securities investment business and for NRF’s capital markets financing activities. Prior to joining NorthStar, Mr. Wasterlain was a Managing Director of CGA Investment Management responsible for its real estate investment activities from 1996 to 2001, and previously worked in distressed real estate investing at ING Barings and in real estate investment banking at Lehman Brothers. Mr. Wasterlain holds an MBA from the Wharton School and a BA in Economics with Honors and Distinction from Stanford University. He is a Founding Member of the Board of Governors of the CRE Finance Council (formerly CMSA).

Mr. Wasterlain was selected and qualified to serve as a member of our Board of Directors because of his extensive, high level experience in the financial services and real estate industries.

Executive Officers

Set forth below is the background information regarding each of our executive officers as of April 5, 2012, other than Mr. Barnes, Mr. Kauffman, and Mr. Riso, whose biography is above under “Information Regarding Nominees for Election.”

Steven M. Sherwyn, age 51, has served as our Chief Financial Officer and Treasurer since November 2010. Mr. Sherwyn has over 25 years of finance, legal and real estate experience. Mr. Sherwyn served as a director, senior director and managing director of Hypo Real Estate Capital Corp. from 2004 to 2006, 2006 to 2007 and 2007 to 2008, respectively. He also served as chief financial officer and treasurer for Quadra Realty Trust, a real estate investment trust, from 2007 to 2008. Further, Mr. Sherwyn served as chief financial officer for Galiot Capital Corporation from 2008 to 2009 and chief financial officer and treasurer of Western Asset Mortgage Capital Corporation in 2009, both real estate investment trusts. Mr. Sherwyn is a graduate of The Wharton School of the University of Pennsylvania with a B.S. in economics and received a J.D. from Stanford University Law School and an LL.M. in taxation from New York University Law School.

CORPORATE GOVERNANCE MATTERS

This section of our proxy statement contains information about a variety of our corporate governance policies and practices. We are committed to operating our business under strong and accountable corporate governance practices. You are encouraged to visit the corporate overview section of our corporate website at http://www.carereit.com to view or to obtain copies of the Company’s Bylaws, Charter, CNG Committee Charter, Audit Committee Charter, Code of Business Conduct and Ethics, Code of Ethical Conduct, Corporate Governance Guidelines and our Securities Trading Policy. The information found on, or accessible through, our website is not incorporated into, and does not form a part of, this proxy statement or any other report or document we file with or furnish to the SEC. You may also obtain, free of charge, a copy of our Bylaws, Charter, CNG Committee Charter, Audit

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Committee Charter, Code of Business Conduct and Ethics, Code of Ethical Conduct, Corporate Governance Guidelines and our Securities Trading Policy by directing your request in writing to Care Investment Trust Inc., 780 Third Avenue, 21st Floor, New York, NY, 10017, Attn: Secretary or by calling our corporate number at (212) 446-1410.

The Board of Directors and its Committees

Our Board of Directors presently consists of seven members, all of whom were elected at the Company’s previous annual meeting. The Board of Directors has affirmatively determined that that a majority of the Board of Directors is composed of directors who meet the independence requirements included in the New York Stock Exchange Listed Company Manual. Messrs. Houlihan, Ilany, Twiford and Wasterlain are independent pursuant to the independence standards of the NYSE.

The Board of Directors currently has three standing committees: an Audit Committee, a Compensation, Nominating and Governance Committee (“CNG Committee”) and an Executive Committee, as described below.

During fiscal year 2011, our Board of Directors held seven meetings, our Audit Committee held eight meetings, our CNG Committee held five meetings, and our Executive Committee held 30 meetings. All of our current directors have attended at least 75% of the combined total number of meetings of our Board of Directors and Committees of the Board on which they served, if any, during 2011, with the exception of Mr. Ilany, whose absences were due to business and family obligations.

Audit Committee

Our Board of Directors has established an audit committee that meets the definition provided by Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended. As set forth in the Company’s Audit Committee Charter, the Audit Committee is comprised of three of our independent directors: Messrs. Houlihan, Ilany and Twiford. Additionally, our Audit Committee members satisfy the definition of independence imposed by the New York Stock Exchange Listed Company Manual and Rule 10A-3 under the Securities Exchange Act of 1934, as amended. Mr. Houlihan became Chairman of the committee in August 2010, and has been determined by our Board of Directors to be an “audit committee financial expert” as that term is defined in the Securities Exchange Act of 1934, as amended.

The Audit Committee assists the Board of Directors in overseeing:

The Audit Committee is also responsible for engaging the independent registered public accounting firm, reviewing with the independent registered public accounting firm the plans and results of the audit engagement, approving professional services provided by the independent registered public accounting firm and considering the range of audit and non-audit fees.

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Compensation, Nominating and Governance Committee

The CNG Committee is comprised of three of our independent directors: Messrs. Twiford, Houlihan and Ilany. Mr. Twiford became Chairman of the committee in September 2011. Our former director, Flint D. Besecker, served as Chairman of the committee from September 2010 until his resignation from our Board of Directors in September 2011. The CNG Committee charter does not give the CNG Committee the ability to delegate its authority, but the CNG Committee has the authority to retain, at Care’s expense, independent legal, accounting, and other consultants, advisors, and experts that it reasonably determines to be necessary or appropriate to assist the Committee in the performance of its responsibilities. At this time, the CNG Committee has not engaged any compensation consultants to help determine or recommend the amount or form of executive and director compensation. The CNG Committee is responsible for:

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Executive Committee

Our Board of Directors, in August 2010, appointed an “Executive Committee” comprised of Michael G. Barnes, the Chairman of our Board of Directors, and Geoffrey N. Kauffman, the Vice Chairman of our Board of Directors, and delegated authority to the Executive Committee to implement the policies of the Company, as determined by the Board of Directors, to manage the Company’s day-to-day business, operations, activities and affairs, including participating in the review of the Company’s acquisition opportunities, portfolio management, financing opportunities and forecasting and capital budgeting. Mr. Riso joined the Executive Committee in November 2010 following his appointment to our Board of Directors.

Director Compensation

The following table sets forth information regarding the compensation paid to, and the compensation expense we recognized with respect to, our Board of Directors for their service as directors as it was comprised during the fiscal year ended December 31, 2011:

Each independent director receives an annual retainer of $50,000. The annual retainer payable to our independent directors is payable quarterly in arrears, 70% in cash and 30% in unrestricted stock. Any portion of the annual retainer that an independent director receives in stock is granted pursuant to our Equity Plan.

The Chairs of our Audit Committee and our CNG Committee are each entitled to receive an additional annual retainer of $5,000. The annual retainer payable to our committee chairs is payable quarterly in arrears in cash. In addition, we reimburse all directors for reasonable out-of-pocket expenses incurred in connection with their services on our Board of Directors.

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Corporate Governance Guidelines

Our Board of Directors has adopted Corporate Governance Guidelines that address significant issues of corporate governance and set forth procedures by which our Board of Directors carries out its responsibilities. Among the areas addressed by the Corporate Governance Guidelines are director qualification standards, director responsibilities, director relationship and access to management and independent advisors, director compensation, director orientation and continuing education, management succession, annual performance evaluation of the Board of Directors and management responsibilities. Our CNG Committee is responsible for assessing and periodically reviewing the adequacy of the Corporate Governance Guidelines and will recommend, as appropriate, proposed changes to the Board of Directors.

Director Independence

Our Board of Directors has determined that a majority of the Board of Directors is composed of directors who meet the independence requirements included in the New York Stock Exchange Listed Company Manual. Messrs. Houlihan, Ilany, Twiford and Wasterlain, representing a majority of the Board of Directors, are independent pursuant to the independence standards of the NYSE.

Code of Business Conduct and Ethics and Code of Ethical Conduct

Our Board of Directors has adopted a Code of Business Conduct and Ethics that applies to our directors, executive officers (including our principal executive officer and principal financial and accounting officer) and employees, as well as employees of TREIT or its affiliates that provide services to us. The Code of Business Conduct and Ethics was designed to assist our directors, executive officers and employees, as well as employees of TREIT or its affiliates that provide services to us, in complying with the law, resolving moral and ethical issues that may arise and in complying with our policies and procedures. Among the areas addressed by the Code of Business Conduct and Ethics are compliance with applicable laws, conflicts of interest, use and protection of our Company’s assets, confidentiality, communications with the public, accounting matters, record keeping and discrimination and harassment. In addition, we have a Code of Ethical Conduct that applies to our senior officers and financial managers. The Code of Ethical Conduct provides principles to which senior officers and financial managers are expected to adhere and advocate, rules regarding individual and peer responsibilities, and responsibilities to other employees, us, the public and other stockholders. Like the Code of Business Conduct and Ethics, it is designed to assist the senior officers and financial managers comply with the law and resolve moral and ethical issues that may arise.

We intend to satisfy our disclosure obligations under Item 5.05 of Form 8-K related to amendments or waivers of the Code of Business Conduct and Ethics by posting such information on our corporate website.

Communications with our Board of Directors

We have a process by which stockholders and/or other parties may communicate with our Board of Directors, our independent directors as a group or our individual directors. Any such communications may be sent to our Board of Directors in writing and should be directed to the Board of Directors, a Committee, the independent directors as a group, or an individual director at Care Investment Trust Inc., 780 Third Avenue, 21st Floor, New York, NY, 10017, Attn: Secretary, who will forward all such communications on to the intended recipient. In addition, stockholder communications can be directed to our Board of Directors, a Committee, the independent directors as a group or an individual director by calling our Corporate Governance Hotline at (201) 960-2891. Any such communications may be made anonymously.

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Whistleblowing and Whistleblower Protection Policy

Our Code of Business Conduct and Ethics sets forth procedures for: (1) the receipt, retention and treatment of complaints received by our Company regarding accounting, internal accounting controls or auditing matters; and (2) the confidential and anonymous submission by our employees of concerns regarding questionable accounting or auditing matters. If you wish to contact us to report complaints or concerns relating to the financial reporting of our Company, you may do so by contacting us in writing at Care Investment Trust Inc., 780 Third Avenue, 21st Floor, New York, NY, 10017, Attn: Chief Compliance Officer. Additionally, you may call our Corporate Governance Hotline at (201)  960-2891. Any such communications may be made anonymously.

Director Attendance at Annual Meetings

Pursuant to our Corporate Governance Guidelines, we expect each member of our Board of Directors to attend each annual meeting of stockholders. Last year, seven of the seven directors attended the annual meeting of the stockholders.

Identification of Director Candidates

As stated in our CNG Committee Charter, our CNG Committee assists our Board of Directors in identifying and reviewing director candidates to determine whether they qualify for membership on the Board of Directors and for recommending to the Board of Directors the director nominees to be considered for election at our annual meetings of stockholders.

In making recommendations to our Board of Directors, our CNG Committee considers such factors as it deems appropriate. Though the Company does not have a formal policy addressing diversity, the Board of Directors and the CNG Committee believe that diversity is an important attribute of the members who comprise our Board of Directors and those members should represent an array of backgrounds and experiences and should be capable of articulating a variety of viewpoints. As such, directors should have diversity with respect to background, skills and expertise, industry knowledge and experience. The CNG Committee uses the following general criteria for identifying director candidates:

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The foregoing general criteria apply equally to the evaluation of all potential independent and management director nominees, including those individuals recommended by stockholders.

Our CNG Committee may solicit and consider suggestions of our directors, Tiptree or its affiliates (including TREIT) or our management regarding possible nominees. Our CNG Committee may also procure the services of outside sources or third parties to assist in the identification of director candidates.

Our CNG Committee may consider director candidates recommended by our stockholders. Our CNG Committee will apply the same standards in considering candidates submitted by stockholders as it does in evaluating candidates submitted by members of our Board of Directors, Tiptree or its affiliates (including TREIT) or our management. Any recommendations by stockholders should follow the procedures outlined under “Additional Information — Stockholder Proposals” in this proxy statement and should also provide the reasons supporting a candidate’s recommendation, the candidate’s qualifications and the candidate’s written consent to being considered as a director nominee. In addition, any stockholder recommending a director candidate should submit information demonstrating the number of shares of common stock that he or she owns.

There have been no material changes to the procedures by which stockholders may recommend nominees to our board since we filed our last proxy statement.

Executive Sessions of Independent Directors

In accordance with our Corporate Governance Guidelines, the independent directors serving on our Board of Directors are given an opportunity at each meeting to meet in executive session without the presence of any directors or other persons who are part of our management. Our executive sessions are chaired by our Lead Director. Mr. Houlihan was appointed Lead Director in September 2011, replacing Mr. Besecker who resigned as Lead Director upon his resignation from our Board of Directors in September 2011. Interested parties may communicate directly with our Lead Director or our independent directors as a group through the process set forth above under “Communications with our Board of Directors.”

Current Board Leadership Structure

Our Board of Directors is led by Michael G. Barnes, the Chairman of our Board of Directors and our Executive Chairman, and Geoffrey N. Kauffman, the Vice Chairman of our Board of Directors and our Executive Vice Chairman. Mr. Barnes serves as the Chief Executive Officer and Chairman of Tiptree. Mr. Kauffman serves as the President and Chief Operating Officer of Tiptree. Tiptree is our majority stockholder and an affiliate of TREIT, which provides advisory services to us pursuant to a Services Agreement. Mr. Barnes and Mr. Kauffman are each executive officers of TREIT. Our Board of Directors appointed an “Executive Committee” comprised of our Chairman, Michael G. Barnes, Vice Chairman, Geoffrey N. Kauffman and our President and Chief Executive Officer, Salvatore (Torey) V. Riso, Jr., and delegated authority to the Executive Committee to implement the policies of the Company, as determined by the Board of Directors, to manage the Company’s day-to-day business, operations, activities and affairs, including participating in the review of the Company’s acquisition opportunities, portfolio management, financing opportunities and forecasting and capital budgeting.

Because the Chairman and Vice Chairman of the Board of Directors are not independent, the Board of Directors appointed Mr. Houlihan to serve as the Company’s Lead Director (replacing

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Mr. Besecker in such capacity following his resignation from our Board of Directors in September 2011) and provide the following services to the Company: preside at executive sessions of the independent directors and preside at meetings of the Board of Directors when the Chairman or Vice Chairman is not present.

To help ensure that the Board of Directors carries out its oversight responsibilities, our Corporate Governance Guidelines require the Board of Directors as a whole to maintain independence from management. Pursuant to the Corporate Governance Guidelines, a majority of the Board of Directors must be independent. As of the date hereof, four of our current seven directors have been determined to be independent.

The Board of Directors believes that this structure is appropriate due to TREIT’s position as advisor to the Company pursuant to the Services Agreement (discussed in “Certain Relationships and Related Transactions — Transactions with Related Persons”). The Board of Directors also believes that this structure allows the Company to better utilize the experience of Mr. Barnes and Mr. Kauffman.

Board’s Role in Risk Oversight

Our Board of Directors oversees our business in general, including risk management and performance of the Chief Executive Officer and other members of senior management, to assure that the long-term interests of the stockholders are being served. Each committee of our Board of Directors is also responsible for reviewing the risk exposure related to such committee’s areas of responsibility and providing input to senior management on such risks.

Management and our Board of Directors have a process to identify, analyze, manage and report all significant risks facing us. Our Chief Executive Officer will regularly report to the Board of Directors on significant risks facing us, including legal, financial, operational and strategic risks. The Audit Committee reviews with senior management significant risks related to the Company and periodically reports to the Board of Directors on such risks.

In addition, pursuant to its charter, the Audit Committee is responsible for reviewing and discussing the Company’s business risk management process, including the quality and integrity of the Company’s financial statements, and accounting and reporting processes; the Company’s compliance with legal and regulatory requirements; the independent registered public accounting firm’s qualifications and independence; and the performance of the Company’s internal audit and credit audit functions. Furthermore, the Audit Committee evaluates key financial statement issues and risks, their impact or potential effect on reported financial information and the process used by management to address such matters. At each Audit Committee meeting, management briefs the committee on the current business and financial position of the Company, as well as such items as internal audits and independent audits.

CNG Committee Interlocks and Insider Participation

The following non-employee directors are the current members of the CNG Committee of the Board of Directors: Messrs. Twiford, Houlihan and Ilany. Until his resignation from our Board of Directors in September 2011, Mr. Besecker was a non-employee director and the Chairman of the CNG Committee. During 2011, none of the Company’s executive officers served as a director or member of the CNG Committee of any other entity whose executive officers served on the Company’s Board of Directors or CNG Committee.

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AUDIT COMMITTEE REPORT

The Audit Committee oversees our financial reporting process on behalf of our Board of Directors, in accordance with our Audit Committee Charter, which was approved in 2007 and amended in 2011. Management has the primary responsibility for the preparation and presentation and integrity of our financial statements and has represented to the Audit Committee that such financial statements were prepared in accordance with generally accepted accounting principles. In fulfilling its oversight responsibilities, our Audit Committee reviewed the audited financial statements in the Annual Report on Form 10-K for the year ended December 31, 2011 with management, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements.

Our Audit Committee reviewed with our independent auditors, who are responsible for auditing our financial statements and for expressing an opinion on the conformity of those audited financial statements with accounting principles generally accepted in the United States, their judgment as to the quality, not just the acceptability, of our accounting principles and such other matters as are required to be discussed with the Audit Committee under the Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1, AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T. Our independent auditors also provided to the Audit Committee the written disclosures required by the applicable requirements of the Public Company Accounting Oversight Board relating to the independent accountant’s communications with the Audit Committee concerning independence. In addition, the Audit Committee has discussed with our independent auditors the auditors’ independence from both management and our Company.

Our Audit Committee discussed with our independent auditors the overall scope and plans for their audit. Our Audit Committee met with our independent auditors, with and without management present, to discuss the results of their examinations, and the overall quality of our financial reporting.

In reliance on the reviews and discussions referred to above, our Audit Committee recommended to our Board of Directors that the audited financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 2011 for filing with the SEC.

The foregoing report shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended, or under the Exchange Act of 1934, as amended, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under such Securities Act and/or Exchange Act.

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PROPOSAL 2: RATIFICATION OF APPOINTMENT OF THE INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

Proposal

Our Audit Committee previously appointed the accounting firm of Deloitte & Touche LLP (“Deloitte & Touche”) to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2010, which appointment was ratified by our stockholders at our 2010 Annual Meeting of Stockholders. On April 12, 2011, the Company dismissed Deloitte & Touche as its independent registered public accounting firm. The decision to dismiss Deloitte & Touche was made by the Company’s Audit Committee. On April 18, 2011, the Company appointed KPMG LLP (“KPMG”) as its independent registered public accounting firm for the fiscal year ending December 31, 2011, which appointment was ratified by our stockholders at our 2011 Annual Meeting of Stockholders. The initial decision to retain KPMG was also approved by the Company’s Audit Committee. Through April 12, 2011, the Company did not consult with KPMG regarding any of the matters or events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K. Our Audit Committee has appointed the accounting firm of KPMG to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2012, subject to ratification of this appointment by our stockholders.

The reports issued by Deloitte & Touche on the Company’s consolidated balance sheets as of December 31, 2010 and 2009 (Successor and Predecessor periods, respectively, as a result of the Tiptree Transaction, as defined herein) and consolidated statements of operations, stockholders’ equity and cash flows for the periods August 13, 2010 to December 31, 2010 (Successor) and January 1, 2010 to August 12, 2010 (Predecessor) and the years ended December 31, 2009 and 2008 (Predecessor) did not contain any adverse opinion or disclaimer of an opinion, nor were these opinions qualified or modified as to uncertainty, audit scope or accounting principles.

During the periods August 13, 2010 to December 31, 2010 (Successor) and January 1, 2010 to August 12, 2010 (Predecessor) and the years ended December 31, 2009 and 2008 (Predecessor), and through April 12, 2011, there were no disagreements between the Company and Deloitte & Touche on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Deloitte & Touche, would have caused Deloitte & Touche to make reference to the subject matter of the disagreements in its reports on the Company’s consolidated financial statements for such year and period. There were no reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K, that occurred during the periods and year referenced above and through April 12, 2011.

Prior to April 12, 2011, Deloitte & Touche had served as our independent registered public accounting firm since our formation and was considered by our management to be well-qualified. Similarly, our management considers KPMG to be well-qualified. Both Deloitte & Touche and KPMG have advised us that neither it nor any member thereof has any direct or material indirect financial interest in our Company or any of our subsidiaries in any capacity.

A representative of KPMG will be present at the Annual Meeting, will be given the opportunity to make a statement if he or she so desires and will be available to respond to appropriate questions. A representative of Deloitte & Touche will not be present at the Annual Meeting, and will, therefore, not be given the opportunity to make a statement if he or she so desires and will not be available to respond to appropriate questions.

As required by Instruction 2 to Item 304 of Regulation S-K, the Company has provided Deloitte & Touche and KPMG with a copy of the disclosures contained in this Proxy Statement with respect to the Company’s change of independent registered public accounting firm and has given Deloitte & Touche

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and KPMG the opportunity to present their respective views with respect to any incorrect or incomplete disclosures made by the Company. Neither Deloitte & Touche nor KPMG submitted a statement to the Company regarding any disagreement with the disclosures provided herein.

Audit and Non-Audit Fees

The following table presents the approximate aggregate fees billed by KPMG and Deloitte & Touche, our independent registered public accounting firms for the fiscal years ended December 31, 2011 and 2010, respectively:

Pre-Approval Policies and Procedures of our Audit Committee

Our Audit Committee has sole authority (with the input of management) to approve in advance all engagements of our independent registered public accounting firm for audit or non-audit services. All services provided by Deloitte & Touche in 2010 and KPMG in 2011 were pre-approved by our Audit Committee. The Audit Committee has determined that the non-audit services provided by the Company’s independent registered public accounting firms are compatible with maintaining the accounting firm’s independence.

Ratification

The Board of Directors asks stockholders to ratify the selection of KPMG as our independent registered public accounting firm. Stockholder ratification of the appointment of KPMG as our independent registered public accounting firm is not required by our bylaws or other governing documents. However, the Board of Directors is submitting the appointment of KPMG to the stockholders for ratification as a matter of good corporate governance. If the selection is not ratified, the Audit Committee will consider whether it is appropriate to select another registered public accounting firm. Even if the selection is ratified, the Audit Committee, in its discretion, may select a different registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders.

Recommendation

On behalf of the Audit Committee, the Board of Directors unanimously recommends a vote “FOR” the ratification of the appointment of KPMG as our independent registered public accounting firm for the fiscal year ending December 31, 2012.

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EXECUTIVE COMPENSATION

Summary Compensation

The following table sets forth information regarding the compensation paid to our executive officers by us in 2011 and 2010.

Summary Compensation Table 2011

Narrative to Summary Compensation Table for 2011

The following discussion is intended to be read as a supplement to the “Summary Compensation Table” as well as the footnotes to such table.

Employment Agreements

Beginning in November 2010 in conjunction with our transition from an externally managed REIT to a REIT with a hybrid structure, including internal management and a Services Agreement with TREIT, we entered into Employment Agreements with each of our executive officers. We have summarized the material terms of these executive Employment Agreements under the caption “Executive Compensation — Potential Payments Upon Termination or Change in Control.”

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Procedures for Compensation Decisions

At least annually, the CNG Committee establishes our corporate goals and objectives relevant to our Chief Executive Officer’s compensation, and reviews the Chief Executive Officer’s performance in light of such goals and objectives and evaluates and approves the performance of, and the compensation paid by the Company to, the Chief Executive Officer in light of such goals and objectives. In addition, the CNG Committee evaluates the compensation packages that are paid or awarded to our Chief Executive Officer and determines the appropriate elements of such compensation packages. With respect to the compensation of our executive officers other than the Chief Executive Officer, the Compensation Committee works with the Chief Executive Officer to conduct these evaluations. To this end, the Chief Executive Officer completes an evaluation of our other executive officers, makes recommendations regarding the compensation of the other executive officers, officers and employees and presents his evaluations and compensation recommendations to the Compensation Committee for its review.

Compensation Mix — 2011 Executive Compensation Program

Our 2011 executive compensation program consisted of three components, which are designed to be consistent with our compensation objectives: (i) base salary; (ii) annual cash performance bonus; and (iii) annual equity performance bonus, which are long-term equity incentive compensation awards.

In structuring the 2011 executive compensation packages, the Board of Directors and the CNG Committee considered how each component promotes recruitment retention of high quality executive personnel and motivates our management team to meet and exceed corporate goals and objectives and, ultimately, enhance shareholder value. Some of the compensation elements, such as base salaries and annual cash performance bonuses, are paid on a short-term or current basis. Other elements, such as the annual equity performance bonuses are subject to multi-year vesting schedules, and are paid over a longer-term basis. We believe this mix of short- and long-term compensation allows us to achieve our goals of attracting, retaining and motivating our top executive officers. A substantial portion of the cash-based compensation is comprised of an annual cash bonus that is dependent on each of our executive officers’ performance and the performance of the Company as a whole.

Base Salary:    We set base salaries at levels that compensate executive officers for their skill, experience and contributions to our Company. In 2011, Mr. Riso received a base salary of $250,000 and Mr. Sherwyn received a base salary $200,000.

Annual Cash Performance Bonus:    Annual cash bonuses are primarily intended to motivate executive officers to achieve specific operational and financial objectives. The Employment Agreements provide for an annual bonus that, in 2011, ranged from $200,000 to $300,000 for Mr. Riso and from $100,000 to $200,000 for Mr. Sherwyn. For 2011, the targets set by the CNG Committee were largely non-financial, event-driven targets related to the restructuring and repositioning of the Company following the acquisition of control of the Company by Tiptree Financial Partners in August 2010 and subsequent termination of its external management agreements with CIT Healthcare. Target events included settlement or disposition of certain litigation, re-establishment of regular quarterly dividends, development of acquisition prospects, development of financing alternatives and development of corporate infrastructure. For 2011, Mr. Riso received a cash performance bonus of $265,000 and Mr. Sherwyn received a cash performance bonus of $200,000.

Annual Equity Performance Bonus:    Annual equity bonuses are long-term compensation awards designed to align the interests of our executive officers with those of our stockholders. The equity awards granted to our executive officers are generally subject to time-based vesting requirements designed to promote the retention of management and are intended to align the long-term performance and interests

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of management to that of our shareholders. In 2011, the Employment Agreements provided for an annual equity performance bonus that ranged in value from $125,000 to $375,000 for Mr. Riso and from $150,000 to $250,000 for Mr. Sherwyn. These targets are the same as those for annual cash bonuses. Such long-term equity incentive compensation awards may consist of restricted stock, stock options, stock appreciation rights or other types of equity bonus awards, as determined by the CNG Committee and awarded pursuant to the 2007 Care Investment Trust Inc. Equity Plan (the “Equity Plan”) or any other equity incentive plan in effect at the time. For 2011, Mr. Riso received an equity performance bonus of $275,000 awarded in the form of restricted stock units which vest annually in three equal installments on each of the issue date anniversaries beginning January 3, 2013 upon continuous employment from the issue date until each of the respective issue date anniversaries, and Mr. Sherwyn received an equity performance bonus of $200,000 awarded in the form of restricted stock units which vest annually in three equal installments on each of the issue date anniversaries beginning January 3, 2013 upon continuous employment from the issue date until each of the respective issue date anniversaries.

Equity Compensation

Our CNG Committee, may, from time to time, grant equity awards designed to align the interests of our executive officers with those of our stockholders, by allowing our executive officers to share in the creation of value for our stockholders through stock appreciation and dividends. The equity awards granted to our executive officers are generally subject to time-based vesting requirements designed to promote the retention of management and to achieve strong performance for our Company. These awards further provide flexibility to us in our ability to attract, motivate and retain talented individuals. Our Equity Plan provides for the issuance of equity-based awards, including stock options, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock awards and other awards based on our common stock that may be made by us to our directors and officers and to our other employees and advisors and consultants who are providing services to the Company as of the date of the grant of the award. Shares of common stock issued to our independent directors with respect to their annual retainer fees are also issued under this plan.

Our Board of Directors has delegated its administrative responsibilities under the Equity Plan to our CNG Committee. In its capacity as plan administrator, the CNG Committee has the authority to make awards to eligible directors, officers, employees, advisors and consultants, and to determine what form the awards will take and the terms and conditions of the awards. Grants of equity-based or other compensation to our chief executive officer must also be approved by the independent members of our Board of Directors.

The following awards were issued in January 2011 to certain of our executive officers but were recognized as compensation expense by the Company in 2010:

Special Incentive Grant to Mr. Riso and Mr. Sherwyn

On January 3, 2011 as per the terms of his Employment Agreement, which was executed as part of Care’s transition from an externally managed REIT to a REIT with a hybrid structure, including internal management and a Services Agreement with TREIT, Mr. Riso received 42,105 shares that had a grant date fair value of $200,000 based on our closing stock price on December 31, 2010 of $4.75 per share and was recognized by the Company as compensation expense for the fourth quarter in 2010.

On January 3, 2011 as per the terms of his Employment Agreement, which was executed as part of Care’s transition from an externally managed REIT to a REIT with a hybrid structure, including internal management and a Services Agreement with TREIT, Mr. Sherwyn received 10,000 shares that had a grant date fair value of $47,500 based on our closing stock price on December 31, 2010 of $4.75 per share and was recognized by the Company as compensation expense for the fourth quarter in 2010.

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The following awards were issued in January 2012 to certain of our executive officers and will be recognized as compensation expense by the Company over the vesting period of the awards:

Restricted Stock Unit Grant to Mr. Riso and Mr. Sherwyn

On January 3, 2012, 42,308 restricted stock units were issued to Mr. Riso that had a grant date fair value of $275,000 based on our closing stock price on December 30, 2011 of $6.50 per share which vest annually in three equal installments on each of the issue date anniversaries beginning January 3, 2013 upon continuous employment from the issue date until each of the respective issue date anniversaries.

On January 3, 2012, 30,769 restricted stock units were issued to Mr. Sherwyn that had a grant date fair value of $200,000 based on our closing stock price on December 30, 2011 of $6.50 per share which vest annually in three equal installments on each of the issue date anniversaries beginning January 3, 2013 upon continuous employment from the issue date until each of the respective issue date anniversaries.

Outstanding Equity Awards at Fiscal Year End for 2011

The following outstanding equity awards were held by our executive officers as of December 31, 2011:

Retirement Plans

Our executive officers and other members of our Company are eligible to participate in a 401(k) plan up to the maximum amount permitted under the Internal Revenue Code of 1986, as amended, or the Code.

Termination and Change in Control Arrangements

Under the Employment Agreements, our executive officers are entitled to payments and benefits upon the occurrence of specified events including termination of employment. The specific terms of these arrangements are discussed under the heading “Potential Payments Upon Termination or Change in Control.” The terms of these arrangements were negotiated as a part of the Employment Agreements and were considered reasonable in light of our intention to retain Mr. Riso and recruit Mr. Sherwyn to join our Company.

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Equity Compensation

Our CNG Committee, may, from time to time, grant equity awards pursuant to our Equity Plan that are designed to align the interests of our executive officers with those of our stockholders, by allowing our executive officers to share in the creation of value for our stockholders through stock appreciation and dividends. The equity awards granted to our executive officers are generally subject to time-based vesting requirements designed to promote the retention of management and to achieve strong performance for our Company. These awards further provide flexibility to us in our ability to attract, motivate and retain talented individuals.

Pension Benefits

Our executive officers received no benefits in fiscal year 2011 from us under defined pension or defined contribution plans.

Nonqualified Deferred Compensation

Our Company does not have a nonqualified deferred compensation plan that provides for deferral of compensation on a basis that is not tax-qualified for our named executive officers.

Other Plans, Perquisites and Benefits

With limited exceptions, the CNG Committee’s policy is to provide benefits to executive officers that are substantially the same as those offered to other officers and employees of our company at or above the level of vice president. In 2010 and 2011, we did not provide our executive officers with any perquisites or personal benefits.

Potential Payments Upon Termination or Change in Control

Severance and Other Benefits Upon Termination of Employment

As described above, the Employment Agreements we have entered into with our executive officers provide that our executive officers will receive a base salary, a one-time incentive payment, an annual cash performance bonus (if certain performance metrics are achieved) and an annual equity performance bonus (if certain performance metrics are achieved), and allow the executive officers to participate in benefit plans and retirement plans of the Company that are generally available to the other officers and employees of the Company. The term of each Employment Agreement ends on December 31, 2013; thereafter, the employment period shall be automatically extended for subsequent one year periods unless written notice to the contrary is given by either Care or the executive officer at least ninety days prior to the expiration of the employment or renewal period. However, the employment period is subject to earlier termination. The circumstances under which early termination is possible and the payments the executive officers will receive upon termination are discussed in more detail below.

The executive officers agreed that during their employment and for two years following the date of termination, the executive officers shall not, directly or indirectly, solicit or induce any officer, director, employee, consultant, agent or joint venture partner of the Company or any of its affiliates to terminate his, her or its employment or other relationship with the Company or any of its affiliates for the purposes of associating with any competitor of the Company or any of its affiliates. Additionally, the executive officers agreed that for the one-year period following the termination of their employment by either party for any reason (other than (i) expiration of the term of the Employment Agreement due to the Company’s notice not to renew the Employment Period, (ii) termination by the Executive with Good Reason, or (iii) termination by the Company of the Executive without cause), he will not engage, directly or indirectly, whether as principal, agent, representative, consultant, employee, partner, stockholder,

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limited partner, other investor or otherwise, within the United States, in any business that competes directly with the principal businesses conducted by the Company as of the date of termination, as defined in the Employment Agreements. The executive officers have also agreed that they will hold in confidence for the benefit of the Company, all of the information and business secrets in respect of the Company and its affiliates, and they will not, at any time before or after their employment ends, willfully use, disclose or divulge any such information, with a few limited exceptions as set forth in the Employment Agreements. Additionally, they have agreed that any Intellectual Property developed by them during their employment is, and will always remain, solely the property of the Company and that the executive officers shall have no rights to such Intellectual Property.

The Employment Agreements contain certain definitions and provisions that permit us to terminate the executive officers for or without “cause,” which is generally defined to mean that any of the following events occurred:

(i) the conviction of, or a plea of nolo contendere by, the executive officers for the commission of: (1) a felony, (2) any crime involving moral turpitude, deceit, dishonesty or fraud or (3) any crime resulting in the executive officer’s incarceration which our Board of Directors determines to be detrimental to the best interests of the Company;

(ii) continuing willful failure by the executive officer for ten business days to substantially perform his duties under the Employment Agreement (other than such failure resulting from the executive officer’s incapacity due to physical or mental illness or subsequent to the issuance of a notice of termination by executive for good reason) after demand for substantial performance is delivered by the Company in writing that specifically identifies the manner in which the Company believes the executive officer has not substantially performed his duties; or

(iii) the executive officer’s theft or fraud relating to the executive officer’s employment or the business of the Company or its subsidiaries, willful misconduct that is injurious to the Company or its subsidiaries, or willful violation of any law, rule, regulation or policy with respect to a material aspect of the business of the Company.

Under the Employment Agreements, an executive officer may terminate his employment for “good reason” within thirty days after the occurrence, without his written consent, of one of the following events that has not been cured within ten business days after written notice thereof has been given by the executive officer to the Company:

(i) the assignment to the executive officer of duties materially inconsistent with his status as, or removal of any title of Chief Executive Officer and President (for Mr. Riso) or Chief Financial Officer (for Mr. Sherwyn);

(ii) the Executive Officer is directed to directly report to a person other than the Chief Executive Officer (in the case of Mr. Sherwyn), the Board of Directors or a committee thereof (unless the Employment Agreement is assigned to an external management company);

(iii) a reduction by the Company in the executive officer’s base salary, annual cash bonus opportunity or annual equity bonus opportunity, or a material failure by the Company to pay or provide any base salary or contractually committed cash or equity bonus payment or amounts when due;

(iv) the requirement by the Company that the principal place of performance of the executive officer’s services be at a location more than 50 miles from the primary office of the executive officer as of the effective date of the Employment Agreement; or

(v) a material failure by the Company to comply with any material provision of the Employment Agreement.

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If the executive officers’ employment is terminated for any reason (including the Company’s notice not to renew the Employment Period and a termination by an executive officer for good cause), except for a termination due to the executive officer’s notice not to renew the employment or renewal period upon expiration of the term of employment, by us for cause, or by the executive officer without a good reason or on account of death or disability, the executive officers will be entitled to the following from us not later than 30 days after the date of termination (or such earlier time as may be required by applicable law): (i) Base Salary (at the rate in effect at the time notice of termination is given) through the date of termination to the extent theretofore unpaid, (ii) the value of any vacation days earned but unused through the date of termination, and (iii) reimbursement for all business expenses properly incurred in accordance with Company policy prior to the date of termination and not yet reimbursed by the Company (collectively, the “Accrued Obligations”). The executive officer shall also be entitled to: (i) the greater of (1) 12 months or (2) the number of whole months between the termination date and February 1, 2013 of such executive officer’s base salary at the rate in effect at the time of termination from us not later than 30 days after the date of termination; (ii) health benefits until the earlier of (1) the 12 month anniversary of the date of termination and (2) the date upon which executive receives similar health benefits or is eligible to receive them from a subsequent employer; (iii) full vesting of the Company’s equity awards as of the termination date and (d) continuing exercisability of all stock options and stock appreciation rights for the lesser of (1) 12 months after the date of termination or (2) the remainder of their term.

If our executive officers’ employment terminates on account of death or disability, the executive officers or their estates shall be entitled to the following (as defined in the respective Employment Agreements): (i) the Accrued Obligations from us not later than 30 days after the date of termination (or such earlier time as may be required by applicable law); (ii) not later than 30 days after the date of termination, a pro-rated Annual Cash Bonus and Annual Equity Bonus based upon the number of days in the year of termination through the date of termination relative to 365 days, assuming for such purposes the performance targets applicable to the Annual Cash Bonus and the Annual Equity Bonus have been satisfied at the Target Bonus Level for the year in which the date of termination occurs; (iii) health benefits for 12 months following the date of termination; (iv) full vesting of all Company equity awards as of the date of termination; and (v) continuing exercisability of all stock options and stock appreciation rights for the lesser of (1) 12 months after the date of termination or (2) the remainder of their term.

If our executive officers are terminated due to the executive officer’s notice not to renew the employment period or renewal period upon expiration of their term of employment, by us for cause or if our executive officer’s employment shall be terminated by the executive officer without Good Reason, the executive officers will be entitled to the Accrued Obligations from us not later than 30 days after the date of termination (or such earlier time as may be required by applicable law) and the Company shall have no additional obligations to the executive officers.

In addition to the benefits described above, upon termination of employment with us, the executive officers are generally entitled to amounts or benefits earned or accrued during the term of employment, including earned salary. We have calculated the amount of any potential payments as if the termination occurred on December 31, 2011 and therefore used the closing price of our common stock as reported on the OTCQX on December 30, 2011, the last trading day of 2011.

In providing the estimated potential payments, we have made the following general assumptions in all circumstances where applicable:

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Estimated Potential Payments upon Termination

Severance and Other Benefits Upon Change of Control

As per the RSU agreements, pursuant to the awards of 42,308 and 30,769 restricted stock units issued to Mr. Riso and Mr. Sherwyn on January 3, 2012, if the Company experiences a Change in Control (as defined in the Company’s Equity Plan) prior to the time that any outstanding RSU’s have vested, such unvested RSU’s that have not been previously forfeited shall immediately vest and be settled upon the effective date of the Change in Control, provided that such officer is then employed by the Company.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Beneficial Owners of More Than 5% of Common Stock and Directors and Named Executive Officers

The following table sets forth the beneficial ownership of our common stock, as of April 5, 2012, for: (1) each person known to us to be the beneficial owner of more than 5% of our outstanding common stock; (2) each of our directors and nominees for director; (3) each of our named executive officers; and (4) our directors, nominees for director and current executive officers as a group. Except as otherwise described in the notes below, the following beneficial owners have sole voting power and sole investment power with respect to all shares of common stock set forth opposite their respective names.

In accordance with SEC rules, each listed person’s beneficial ownership includes:

Unless otherwise indicated, all shares are owned directly and the indicated person has sole voting and investment power. Unless otherwise indicated, the business address for each beneficial owner listed below shall be c/o Care Investment Trust Inc., 780 Third Avenue, 21st Floor, New York, New York 10017.

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Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors, and persons who own more than 10% of a registered class of our equity securities, to file reports of ownership and changes in ownership with the SEC. Officers, directors and persons who own more than 10% of a registered class of our equity securities are required to furnish us with copies of all Section 16(a) forms that they file. To our knowledge, based solely on review of the copies of such reports furnished to us, all Section 16(a) filing requirements applicable to our executive officers, directors and persons who own more than 10% of a registered class of our equity securities were filed on a timely basis, except for one Form 4 filed on behalf of William A. Houlihan on December 15, 2011 for a disposition of 1,916 shares of common stock that occurred on May 20, 2011.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Policies and Procedures with Respect to Related Party Transactions

Pursuant to the Related Person Transaction Policy set forth in the Charter of the Audit Committee of the Board of Directors, the “Related Person Transaction Policy” requires that all related party transactions (generally, transactions involving amounts exceeding $120,000 in which a related party (directors, director nominees and executive officers or their immediate family members, or stockholders owning 5% of more of our outstanding stock) had or will have a direct or indirect material interest) shall be subject to pre-approval or ratification by the Audit Committee in accordance with the following procedures. No related party transaction shall be approved or ratified if such transaction is contrary to our best interests.

Each party to a potential related party transaction is responsible for notifying our Chief Compliance Officer (or such other person as the Audit Committee may require) of the potential related person transaction in which such person or any immediate family member of such person may be directly or indirectly involved as soon as he or she becomes aware of such transaction. Except in circumstances where such transaction is expected to qualify as an ordinary course transaction (generally: (i) transactions that occur between Care or any of its subsidiaries and an entity for which any related person serves as an executive officer, partner, principal, member or any similar executive or governing capacity; (ii) an ordinary course transaction in which such related person has an economic interest that does not afford such related person control over such entity on terms and conditions no less favorable to Care; or (iii) immaterial relationships and transactions in the Instructions to Item 404(a) of Regulation S-K of the Securities Act of 1933, as amended) such notification should be made prior to the time that the transaction is entered into and such notice shall provide the Chief Compliance Officer (or such other person) a reasonable opportunity, under the circumstances, for the required review of such transaction to be conducted before execution. Our Chief Compliance Officer (or such other person) will determine whether the transaction should be submitted to the Audit Committee for consideration. Unless the Audit Committee otherwise determines after having been notified, any proposed transaction directly between the Company and any related party transaction should be reviewed and approved by the Audit Committee prior to the time that such transaction is entered into.

While our Chief Compliance Officer (or other person) should be notified of any related party transaction that is expected to qualify as an ordinary course transaction, ordinary course transactions shall not be related person transactions and do not require Audit Committee approval under our related person transactions policy. Our Chief Compliance Officer (or such other person) shall be responsible for making the initial determination as to whether any transaction appears to be within the scope required to be disclosed pursuant to Item 404(a) of Regulation S-K or whether such transaction is, in fact, an ordinary course transaction and must take all reasonable steps to ensure that all related party transactions or any series of similar transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K are presented to the Audit Committee for pre-approval or ratification, if required under the Charter of the Audit Committee, at such Committee’s next regularly scheduled meeting, or by consent in lieu of a meeting if deemed appropriate.

The Audit Committee shall review and assess the adequacy of our related party transaction policy and procedures annually and adopt any changes it deems necessary. Annually, each of our executive officers and directors shall acknowledge their familiarity and compliance with our Related Person Transaction Policy.

As discussed below, Care and TREIT are parties to a Services Agreement pursuant to which TREIT provides certain advisory services regarding the business and operations of the Company and its subsidiaries. A Conflict of Interest Policy is included in such Services Agreement. The Conflicts of

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Interest Policy will govern the treatment of conflicts that arise in the course of dealings between Care and the Manager under the Services Agreement. The Related Person Transaction Policy shall govern the treatment of conflicts of interest that arise outside of the Conflicts of Interest Policy and shall in no way be deemed to supersede or otherwise modify or contradict such Conflicts of Interest Policy.

Transactions with Related Persons

Management Agreement

In connection with our initial public offering, we entered into a Management Agreement dated June 27, 2007 (the “Management Agreement”) with CIT Healthcare, which described the services to be provided by our former Manager and its compensation for those services. Under the Management Agreement, CIT Healthcare, subject to the oversight of our Board of Directors, was required to conduct our business affairs in conformity with the policies approved by our Board of Directors. The Management Agreement had an initial term scheduled to expire on June 30, 2011, which would automatically be renewed for one-year terms thereafter unless terminated by us or CIT Healthcare.

On September 30, 2008, we entered into an amendment (the “Amendment”) to the Management Agreement between ourselves and CIT Healthcare. Pursuant to the terms of the Amendment, the Base Management Fee (as defined in the Management Agreement) payable to our former Manager under the Management Agreement was reduced from a monthly amount equal to 1 / 12^th of 1.75% of the Company’s equity (as defined in the Management Agreement) to a monthly amount equal to 1 / 12^th of 0.875% of the Company’s equity. In addition, pursuant to the terms of the Amendment, the Incentive Fee (as defined in the Management Agreement) payable to CIT Healthcare pursuant to the Management Agreement was eliminated and the Termination Fee (as defined in the Management Agreement) payable to CIT Healthcare upon the termination or non-renewal of the Management Agreement was amended to equal the average annual Base Management Fee as earned by our former Manager during the two years immediately preceding the most recently completed fiscal quarter prior to the date of termination times three, but in no event less than $15.4 million. No termination fee would be payable if we terminated the Management Agreement for cause.

As discussed more fully below in the section titled “Transactions with Related Persons — Warrant,” in consideration of the Amendment and for CIT Healthcare’s continued and future services to the Company, the Company granted CIT Healthcare a warrant to purchase 435,000 shares of the Company’s common stock at $17.00 per share, prior to adjustment following the Company’s three-for-two stock split in September 2010 (the “Warrant”) under the Manager Equity Plan adopted by the Company on June 22, 2007. The Warrant may also be exercised on a cashless basis in whole or in part pursuant to a warrant exchange. The number of shares issued pursuant to the warrant exchange is determined by a formula set forth in the Warrant. The Warrant, which is immediately exercisable, expires on September 30, 2018.

On January 15, 2010, we entered into an Amended and Restated Management Agreement (the “A&R Management Agreement”) with CIT Healthcare. Pursuant to the terms of the A&R Management Agreement, which became effective upon approval of the Company’s plan of liquidation by our stockholders on January 28, 2010, the Base Management Fee was reduced to a monthly amount equal to: (i) $125,000 from February 1, 2010 until the earlier of (x) June 30, 2010 and (y) the date on which four (4) of the Company’s six (6) then-existing investments have been sold; then from such date (ii) $100,000 until the earlier of (x) December 31, 2010 and (y) the date on which five (5) of the Company’s six (6) then-existing investments have been sold; then from such date (iii) $75,000 until the effective date of expiration or earlier termination of the Agreement by either of the Company or CIT Healthcare; provided, however, that notwithstanding the foregoing, the base management fee shall remain at $125,000 per month until the later of: (a) ninety (90) days after the filing by the Company of a

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Form 15 with the SEC; and (b) the date that the Company is no longer subject to the reporting requirements of the Exchange Act. In addition, the termination fee payable to CIT Healthcare upon the termination or non-renewal of the Management Agreement was replaced by a buyout payment of $7.5 million, payable in installments of: (i) $2.5 million upon approval of the Company’s plan of liquidation by our stockholders; (ii) $2.5 million upon the earlier of (a) April 1, 2010 and (b) the effective date of the termination of the A&R Management Agreement by either of the Company or CIT Healthcare: and (iii) $2.5 million upon the earlier of (a) June 30, 2011 and (b) the effective date of the termination of the A&R Management Agreement by either the Company or CIT Healthcare. The A&R Management Agreement also provided CIT Healthcare with an incentive fee of $1.5 million if: (i) at any time prior to December 31, 2011, the aggregate cash dividends paid to the Company’s stockholders since the effective date of the A&R Management Agreement equaled or exceeded $9.25 per share or (ii) as of December 31, 2011, the sum of: (x) the aggregate cash dividends paid to the Company’s stockholders since the effective date of the A&R Management Agreement and (y) the aggregate distributable cash equals or exceeds $9.25 per share. In the event that the aggregate distributable cash equaled or exceeded $9.25 per share but for the impact of payment of a $1.5 million incentive fee, the Company shall have paid CIT Healthcare an incentive fee in an amount that allows the aggregate distributable cash to equal $9.25 per share. Under the A&R Management Agreement, the Mortgage Purchase Agreement between us and CIT Healthcare was terminated and all outstanding notices of our intent to sell additional loans to CIT Healthcare were rescinded. The A&R Management Agreement was to continue in effect, unless earlier terminated in accordance with the terms thereof, until December 31, 2011.

On November 4, 2010, the Company entered into a Termination, Cooperation and Confidentiality Agreement (the “CIT Termination Agreement”) with CIT Healthcare. Pursuant to the CIT Termination Agreement, the parties terminated the A&R Management Agreement on November 16, 2010 (the “Termination Effective Date”). The CIT Termination Agreement also provides for a 180-day cooperation period beginning on the Termination Effective Date relating to the transition of management of the Company from CIT Healthcare to the officers of the Company, a two (2) year mutual confidentiality period and a mutual release of all claims related to CIT Healthcare’s management of the Company. Under the CIT Termination Agreement, the parties agreed that in lieu of the payments otherwise required under the termination provisions of the A&R Management Agreement, the Company would pay to CIT Healthcare on the Termination Effective Date $2.4 million plus any earned but unpaid monthly installments of the base management fee due under the A&R Management Agreement. Those amounts were paid in full in November 2010. The Company previously paid $5.0 million of this buyout fee during the first two quarters of 2010.

For the fiscal years ended December 31, 2011 and 2010, we recognized $0 and $8.8 million, respectively, in management fees and buyout payments made to CIT Healthcare.

Services Agreement

On November 4, 2010, the Company entered into a Services Agreement (the “Services Agreement”) with TREIT, which is an affiliate of Tiptree Capital, by which Tiptree, our majority stockholder, is externally managed, pursuant to which TREIT provides certain advisory services related to the Company’s business as of the Termination Effective Date. For such services, the Company pays TREIT a monthly base services fee in arrears of one-twelfth of 0.5% of the Company’s Equity (as defined in the Services Agreement), as adjusted to account for Equity Offerings (as defined in the Services Agreement), and a quarterly incentive fee equal to the lesser of (i) 15% of the Company’s AFFO Plus Gain/(Loss) On Sale (as defined in the Services Agreement) and (ii) the amount by which the Company’s AFFO Plus Gain /(Loss) on Sale exceeds an amount equal to Adjusted Equity multiplied by the Hurdle Rate (as defined in the Services Agreement). Twenty percent (20%) of any such incentive fee shall be paid in shares of common stock of the Company, unless a greater percentage is requested by TREIT and approved by an independent committee of directors. The initial term of the Services

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Agreement extends until December 31, 2013. Unless terminated earlier in accordance with its terms, the Services Agreement will be automatically renewed for one year periods following such date unless either party elects not to renew. If the Company elects to terminate without cause, or elects not to renew the Services Agreement, a Termination Fee (as defined in the Services Agreement) shall be payable by the Company to TREIT.

For the fiscal years ended December 31, 2011 and 2010, we paid $2.9 million and $0.1 million, respectively, in base services and incentive fees to TREIT.

Michael G. Barnes, one of the Company’s directors, is the Chief Executive Officer of TREIT. Additionally, Mr. Barnes is the Chairman and Chief Executive Officer of Tiptree and an equity owner of Tricadia Holdings, which is the parent of Tiptree Capital, the external manager of Tiptree and the owner of TREIT. Mr. Barnes is the Chief Executive Officer of Tiptree Capital. Furthermore, Mr. Barnes is a managing member of Tricadia GP Holdings, which is the managing member of Tricadia Capital, LLC, the General Partner of Tiptree. Mr. Barnes is also a managing member of Tricadia Holdings GP, the general partner of Tricadia Holdings. Because of his positions, Mr. Barnes indirectly receives cash and share compensation made by the Company to TREIT as payment of the base and incentive fees under the Services Agreement. Following the closing of the acquisition of Tiptree Capital and TREIT by Tiptree (as described below), Mr. Barnes will continue in his current role as an executive officer of Care.

Geoffrey N. Kauffman, one of the Company’s directors, is the President of TREIT. Additionally, Mr. Kauffman is the President and Chief Operating Officer of Tiptree, and he is the President of Tiptree Capital, the external manager of Tiptree and the owner of TREIT. Because of his positions, Mr. Kauffman indirectly receives cash and share compensation made by the Company to TREIT as payment of the base and incentive fees under the Services Agreement. Following the closing of the acquisition of Tiptree Capital and TREIT by Tiptree (as described below), Mr. Kauffman will continue in his current role as an executive officer of Care.

Arif Inayatullah is an equity owner of Tricadia Holdings, which is the parent of Tiptree Capital, the external manager of Tiptree and the owner of TREIT. Furthermore, Mr. Inayatullah is a managing member of Tricadia GP Holdings, which is the managing member of Tricadia Capital, LLC, the General Partner of Tiptree. Mr. Inayatullah is also a managing member of Tricadia Holdings GP, the general partner of Tricadia Holdings. Because of his positions, Mr. Inayatullah indirectly receives cash and share compensation made by the Company to TREIT as payment of the base and incentive fees under the Services Agreement.

On April 19, 2012, Tricadia Holdings and Tiptree entered into an agreement whereby certain subsidiaries of Tricadia Holdings, including Tiptree Capital and TREIT, are to be acquired by Tiptree. Tiptree will, following the closing, become the parent company of these entities. The Services Agreement will remain in full effect following the closing of this transaction. By virtue of their interests in Tiptree, Messrs. Barnes and Inayatullah will continue to indirectly share in the fees paid by the Company to TREIT under the Services Agreement. Tricadia Holdings and Tiptree expect this transaction to be closed by June 30, 2012.

Shared Office Space

Beginning in November 2010, the Company began sharing office space with Tiptree, who is our majority stockholder and an affiliate of TREIT, which provides advisory services to us pursuant to the Services Agreement. The Company continues to share office space with Tiptree at its corporate headquarters as per the terms of the Services Agreement and does not receive any reimbursements from Tiptree or TREIT related to the current rent payments of approximately $20,000 per month, however as per the terms of the Services Agreement the Company has an expense sharing arrangement with TREIT wherein certain expenses are reimbursed by TREIT to the Company. In 2011 the Company received an approximately $17,000 expense reimbursement from TREIT.

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Warrant

In consideration of the Amendment and for CIT Healthcare’s continued and future services to the Company, the Company granted the Warrant to our former manager. The Warrant, which is immediately exercisable, expires on September 30, 2018. As part of the Tiptree Transaction, as defined herein, Tiptree, our largest stockholder, acquired the Warrant from CIT Healthcare for $100,000. The Warrant was adjusted to reflect the Company’s three-for-two stock split announced in September 2010 and is currently exercisable into 652,500 shares of the Company’s common stock at an exercise price of $11.33 per share. The Warrant may also be exercised on a cashless basis in whole or in part pursuant to a warrant exchange. The number of shares issued pursuant to the warrant exchange is determined by a formula set forth in the Warrant.

Purchase and Sale Agreement

On March 16, 2010, the Company and Tiptree entered into a purchase and sale agreement that was amended on July 6, 2010 (the “Purchase and Sale Agreement”), pursuant to which, on August 13, 2010 the Company issued, and Tiptree purchased, 6,185,050 newly issued shares of our common stock for a purchase price of $9.00 per share (prior to the Company’s announcement of a three-for-two stock split in September 2010) for a value of $55.67 million (the “Tiptree Share Issuance”). In the Purchase and Sale Agreement, we agreed to use the proceeds from the Tiptree Share Issuance to fund the cash tender offer for up to all of our outstanding common stock at a fixed price of $9.00 per share (prior to the Company’s announcement of a three-for-two stock split in September 2010) (the “Tender Offer” and, collectively with the Tiptree Share Issuance, the “Tiptree Transaction”).

Pursuant to the Tiptree Transaction, Tiptree acquired approximately 92.2% of the issued and outstanding shares of the Company’s common stock. Michael G. Barnes and Geoffrey N. Kauffman, both of whom are directors of the Company and are executive officers of Tiptree and other related entities, and Arif Inayatullah, who is an equity owner of Tricadia Holdings, which is the parent of Tiptree Capital, the external manager of Tiptree, as discussed above in the section titled “Transactions with Related Persons — Services Agreement,” may be deemed to have an indirect material interest in the purchase and sale agreement because of their relationships with Tiptree and its related entities.

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ADDITIONAL INFORMATION

Solicitation of Proxies

We will pay the cost of solicitation of proxies. In addition to the solicitation of proxies by mail, our directors, officers and employees may also solicit proxies personally or by telephone without additional compensation for such activities. We may also request persons, firms and corporations holding shares in their names or in the names of their nominees, which are beneficially owned by others, to send proxy materials to and obtain proxies from such beneficial owners. We will reimburse such holders for their reasonable expenses.

Stockholder Proposals

Proposals for Inclusion in the Proxy Statement.    Under the rules of the SEC, if a stockholder wants to include a proposal for consideration in our proxy statement and proxy card at our 2013 annual meeting of stockholders, the proposal must be received in writing at Care Investment Trust Inc., 780 Third Avenue, 21st Floor, New York, NY 10017, Attn: Secretary, no later than 5:00 p.m., Eastern Standard Time, on December 28, 2012. Such proposals must comply with all applicable requirements of Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended (“Rule 14a-8”) and our Third Amended and Restated Bylaws.

Proposals to be Offered at an Annual Meeting.    Under Article II, Section 10 of our Third Amended and Restated Bylaws, and as permitted by the rules of the SEC, certain procedures are provided that a stockholder must follow to nominate persons for election as directors or to introduce an item of business at an annual meeting if such matter is not intended to be considered for inclusion in the proxy statement, pursuant to Rule 14a-8. These procedures provide that nominations for director nominees and/or an item of business to be introduced at an annual meeting of stockholders must be submitted in writing by certified mail to the Secretary of the Company at Care Investment Trust Inc., 780 Third Avenue, 21st Floor, New York, NY 10017, Attn: Secretary. We must receive the notice of your intention to introduce a nomination or proposed item of business at our 2013 Annual Meeting no earlier than November 28, 2012 and no later than 5:00 p.m., Eastern Standard Time, on December 28, 2012. In addition, nominations for a non-incumbent director must be accompanied by information concerning the proposed nominee, including such information as is required by Article II, Section 10 of our Third Amended and Restated Bylaws and the SEC’s proxy rules.

Householding of Proxy Materials

The SEC has adopted rules that permit companies and intermediaries (such as banks and brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.

This year, a number of brokers with account holders who are our stockholders will be “householding” our proxy materials. A single proxy statement will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the impacted stockholders. Once you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If you did not respond that you did not want to participate in householding, you were deemed to have consented to the process. Stockholders may revoke their consent at any time in writing to Care Investment Trust Inc., 780 Third Avenue, 21st Floor, New York, NY 10017, Attn: Chief Financial Officer or by calling our corporate number at (212) 446-1410.

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Upon request, we will promptly deliver a separate copy of this Proxy Statement, the Annual Report and any other proxy materials, to any stockholder at a shared address to which a single copy of any of those documents was delivered. Stockholders may request a separate copy of this Proxy Statement, the Annual Report or any other proxy materials by writing to Care Investment Trust Inc., 780 Third Avenue, 21st Floor, New York, NY 10017, Attn: Secretary or by calling our corporate number at (212) 446-1410. In addition, if you are receiving multiple copies of this Proxy Statement, Annual Report or other proxy materials, you can request householding by contacting our Secretary in the same manner.

OTHER MATTERS

Our Board of Directors does not know of any matters other than those described in this Proxy Statement that will be presented for action at the Annual Meeting. If other matters are presented, proxies will be voted in accordance with the best judgment of the proxy holders.

By Order of our Board of Directors

Danielle M. DePalma

Senior Counsel, Chief Compliance Officer and Secretary

New York, New York

April 25, 2012

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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:  x

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

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Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting to be Held on June 7, 2012:

The Notice and Proxy Statement and the Annual Report on Form 10-K are available at www.proxyvote.com.

M41507-P22275