TWFG (TWFG) Proxy Filing summary

Executive summary

• Achieved a highly successful IPO in July 2024, raising $192.9 million in net proceeds, with shares priced at $17 and an 81.2% increase in share price by year-end 2024.

• 2024 revenue grew 18.4% to $203.8 million, with organic revenue growth of 14.5% and adjusted EBITDA up 44.7% to $45.3 million.

• Expanded into 15 new states and added 144 retail locations, totaling approximately 520 across 34 states; managing general agency supports agents in 42 states.

• Total written premium for 2024 reached $1.5 billion, up 18.3% year-over-year.

• Focus remains on organic growth, disciplined M&A, technology investment, and maintaining prudent leverage.

Voting matters and shareholder proposals

• Shareholders will vote to elect six directors for a one-year term and to ratify Deloitte & Touche LLP as the independent auditor for 2025.

• Board recommends voting FOR all director nominees and FOR auditor ratification.

Board of directors and corporate governance

• Board consists of six members, four of whom are independent; average tenure is one year.

• Board committees include Audit (chaired by Janet S. Wong) and Compensation (chaired by Robin A. Ferracone).

• Controlled company status under Nasdaq rules due to majority ownership by Bunch Holdings; currently relying on certain governance exemptions.

• Code of Ethics applies to all directors, officers, and employees; annual board and committee evaluations to begin in Q3 2025.