Janet Wong
About Janet S. Wong
Janet S. Wong, age 66, has served as an independent director of TWFG since July 2024 and is Chair of the Audit Committee. She is a retired KPMG LLP partner and former National Practice Lead Partner (1995–2008), with 30+ years of public accounting experience. She holds a Master of Professional Accountancy (Louisiana Tech University) and a Master of Taxation (Golden Gate University), is a NACD Certified Director, and completed executive education for directors at Harvard Business School and Stanford Law School. The Board has determined she is independent under SEC/Nasdaq rules and designated her as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP | Partner; National Practice Lead Partner | 1995–2008 | Led national practice; deep financial reporting and audit oversight experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Lucid Group, Inc. | Director | 2021–present | EV and energy storage company |
| Enviva Inc. | Director | 2015–Dec 2024 | Global energy company |
| Lumentum Holdings Inc. | Director | 2020–Nov 2024 | Optical/photonics manufacturer |
| Shine Technologies (private) | Director | 2021–2022 | Nuclear technology and clean energy |
| Allegiance Bancshares, Inc. | Director | 2020–2022 | Commercial banking |
| Big Controls Inc. | Advisory Board | 2016–2020 | Business intelligence/analytics |
| Louisiana Tech University Foundation | Trustee | Current | Non-profit board |
Board Governance
- Independence: Wong is independent under SEC/Nasdaq rules; TWFG’s Board majority is independent .
- Committee assignments: Audit Committee (Chair; members: Jonathan Anderson, Michael Doak, Janet S. Wong); Compensation Committee (Chair: Robin A. Ferracone; members: Jonathan Anderson, Robin A. Ferracone) .
- Audit expertise: Board designated Wong as the Audit Committee “financial expert” under SEC rules; she signed the Audit Committee Report as chair .
- Attendance: Board met 3 times in 2024; each director attended 100% of Board and committee meetings .
- Board leadership: Controlled company with lead independent director (Michael Doak) and declassified board while majority ownership requirement persists .
- Shareholder support: Wong re-elected with 356,456,651 votes for and 136,257 withheld (broker non-votes 1,075,319) on May 28, 2025 .
Fixed Compensation
- Structure (non-employee directors):
- Annual cash retainer: $60,000
- Committee chair fees: Audit Chair $20,000; Compensation Chair $15,000
- Lead Independent Director fee: $20,000
- Annual equity: RSUs with grant-date fair value $80,000; vest fully on first anniversary; pro rata vesting on termination; settled in cash or shares
| Director (2024 partial year from IPO) | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Janet S. Wong | 40,000 | 60,000 | 100,000 |
Notes: 2024 amounts were prorated from July 2024 IPO; RSU grant dated July 17, 2024 comprised 3,529 RSUs at $17 per share (grant-date fair value $60,000) .
Performance Compensation
- Director equity policy: Annual RSU grant $80,000, time-vesting only; no performance metrics tied to director RSUs; full vest on first anniversary; pro rata on termination; settlement can be cash or shares .
| Equity Award | Grant Date | Quantity | Fair Value/Price | Vesting | Source |
|---|---|---|---|---|---|
| RSUs | 2024-07-17 | 3,529 | $60,000 at $17/share | Full vest 2025-07-17 (first anniversary) | Proxy |
| RSUs | 2025-03-31 | 2,588 | $0 (non-open market award) | Vests 2026-03-31 (per beneficial ownership footnote) | SEC Form 4 ; Nasdaq summary |
Performance metrics table (directors): None disclosed for director compensation; RSUs are time-based only .
Other Directorships & Interlocks
- Public boards: Lucid Group (current), Enviva (ended Dec 2024), Lumentum (ended Nov 2024), Allegiance Bancshares (ended 2022) .
- Interlocks/conflicts: No related-party transactions disclosed involving Wong; TWFG related-party dealings involve Bunch Holdings, RenRe/GHC, EVO, and Parkwood 2 LLC, not Wong .
Expertise & Qualifications
- CPA; extensive finance/audit background; expertise in board governance, risk, regulatory matters (including cyber), M&A, and strategy .
- Audit Committee Financial Expert designation under SEC rules .
- NACD Certified; executive director education at HBS and Stanford Law .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (Class A) | 8,617 shares | Less than 1% of Class A |
| Unvested RSUs — fiscal year-end 2024 | 1,914 per director | Aggregate count per director as of FY end |
| Unvested RSUs — as of 2025-03-01 | 1,334 per director | Aggregate count per director as of Mar 1, 2025 |
| Future vesting schedules (per footnotes) | 3,529 RSUs vest 2025-07-17; 2,588 RSUs vest 2026-03-31 | Included in beneficial ownership footnote |
| Shares pledged | None by officers/directors as of record date | Pledging requires GC pre-approval; none outstanding |
| Hedging policy | Hedging prohibited for directors/officers | Aligns with shareholder interests |
| Clawback policy | Applies to incentive-based compensation received after 2024-07-17 | Restatement-trigger recovery under Nasdaq 5608 |
Insider Trades
| Date | Type | Shares | Price | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|
| 2024-07-17 | RSU Award (A) | 3,529 | $0.00 | 3,529 | SEC Form 4 PDF |
| 2024-07-19 | Open Market Purchase (P) | 2,500 | $17.00 | 6,029 | SEC Form 4 index |
| 2025-03-31 | RSU Award (A) | 2,588 | $0.00 | 8,617 | SEC Form 4 index ; Nasdaq summary |
Governance Assessment
-
Strengths:
- Independent Audit Chair with SEC-designated “financial expert” status; 100% 2024 meeting attendance .
- Clear audit oversight (Deloitte appointment and fee oversight) with Wong signing the Audit Committee Report .
- Alignment signals: Open market purchase in IPO (2,500 shares at $17) and ongoing RSU awards; no pledging; hedging prohibited .
- Strong shareholder support in 2025 re-election (356.46M for; 0.14M withheld) .
-
Considerations / potential risks:
- Controlled company governance: Board nominations not required to be approved by a majority of independent directors or a fully independent nominating committee; reduced minority shareholder protections until control diminishes .
- Multiple external board roles increase time commitments, though current public role disclosed is Lucid; no direct interlocks with TWFG’s disclosed related-party counterparties .
-
No red flags identified specific to Wong in TWFG disclosures:
- No related-party transactions involving Wong; no pledging; no hedging; Section 16 filings timely (Section 16 compliance noted) .