Janice Zwinggi
About Janice Zwinggi
Janice E. Zwinggi, age 64, is Chief Financial Officer of TWFG and has served in this role since 2019. She holds a BBA in Accounting from Texas State University, has an Executive Leadership Certification from Harvard Business School, and is a licensed Certified Public Accountant . During 2024, TWFG delivered strong operating performance: total revenue grew 18.4% to $203.8 million and Adjusted EBITDA increased 44.7% to $45.3 million; Q4 revenue grew 30.8% with 20.5% Organic Revenue Growth and Adjusted EBITDA Margin of 26.8% . TWFG’s stock rose 81.2% from the July 17, 2024 IPO price of $17 to year-end 2024, ranking 20th among US-listed IPOs per the Wall Street Journal .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TWFG | Chief Financial Officer | 2019–present | Senior financial leadership at a high-growth insurance distribution platform |
| Hudson Insurance Group | Senior Vice President & Chief Financial Officer | 2018–2019 | Executive finance leadership at a specialty insurance group |
| Argo Group International Holdings | Vice President & Controller | 2007–2018 | Led controller function at a public insurance group |
| Texas General Agency, Inc. (MGA) | Controller; then Chief Financial Officer | 1987–1995; 1995–2007 | Long-tenured financial leadership at a managing general agency |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed | — | — | No external directorships disclosed for Ms. Zwinggi in the proxy |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 375,000 | 387,500 |
| All Other Compensation ($) | 14,635 | 28,586 |
| Target Annual Bonus (% of base) | 20% (Jan 1–Jun 30) | 20% (Jan 1–Jun 30); 40% (Jul 1–Dec 31) |
| Actual Annual Bonus ($) | 70,000 | 146,272 (121.9% of target) |
- Mid-year adjustment: Effective July 25, 2024, her annualized base salary increased from $375,000 to $400,000 .
Performance Compensation
Annual Bonus Plan (2024)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Adjusted EBITDA | 50% | Not disclosed | Not disclosed | Part of overall 121.9% of target | Cash, paid Mar-2025 |
| Organic Revenue | 50% | Not disclosed | Not disclosed | Part of overall 121.9% of target | Cash, paid Mar-2025 |
Equity Awards (RSUs/PSUs)
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Vesting Schedule | Notes |
|---|---|---|---|---|---|
| IPO RSUs (time-based) | Jul 17, 2024 | 58,823 unvested at FY-end | 1,000,000 | Equal installments on Jan 17, 2025; Jul 17, 2025; Jul 17, 2026 | Two known tranches of 19,608 vest on Jul 17, 2025 and Jul 17, 2026 |
| Time-based RSUs | Not disclosed | 6,470 | Not disclosed | Vest in three equal annual installments on Mar 31, 2026; Mar 31, 2027; Mar 31, 2028 | Separate from IPO RSUs |
| Performance-based RSUs | Not disclosed | 6,470 | Not disclosed | Not disclosed | No voting rights or dispositive power prior to vesting |
Equity Ownership & Alignment
| Ownership Element | Detail |
|---|---|
| Beneficial ownership | 60,701 shares of Class A Common Stock; under 1% of Class A shares outstanding as of Apr 1, 2025 (*) |
| Unvested RSUs (FY-end 2024) | 58,823 units; market value $1,811,748 |
| Upcoming vest dates | IPO RSUs installments: Jul 17, 2025; Jul 17, 2026 ; additional time-based RSUs on Mar 31, 2026–2028 |
| Pledging | No pledges by officers and directors as of record date; pledging requires General Counsel pre-approval |
| Hedging | Prohibited for directors, officers and certain employees |
| Clawback | Incentive-based compensation received after Jul 17, 2024 subject to Nasdaq 5608 clawback in case of restatement |
() “%” shown as “” in the proxy indicates less than 1% .
Employment Terms
- Employment agreements: None of the NEOs (including CFO) are subject to employment agreements .
- Severance/change in control: IPO RSUs fully vest immediately prior to a Change in Control, subject to continued employment at that time; otherwise, no severance/change-in-control cash arrangements disclosed for NEOs .
- Deferred compensation/pension: Participation in a tax-qualified 401(k) with company safe-harbor matching up to 4%; no defined pension or nonqualified deferred compensation plan .
- Indemnification: TWFG provides indemnification to directors and officers to the fullest extent permitted by Delaware law and has D&O insurance; individual indemnification agreements in place .
Investment Implications
- Pay-for-performance alignment: Cash bonuses are tied 50/50 to Adjusted EBITDA and Organic Revenue, with 2024 payouts at 121.9% of target reflecting outperformance; equity is a substantial component via multi-year RSUs, aligning incentives with sustained financial execution .
- Vesting calendar and potential selling pressure: Significant RSU tranches vest on Jul 17, 2025 and Jul 17, 2026 plus additional time-based RSUs in 2026–2028, creating periodic supply events; performance-based RSUs add contingent upside tied to undisclosed metrics .
- Ownership skin-in-the-game and risk controls: Beneficial ownership is under 1% with large unvested equity; hedging is prohibited, pledging restricted and currently none, and a clawback policy is in force—factors supporting alignment and mitigating governance risk .
- Retention and severance economics: No employment agreement or guaranteed severance; only equity acceleration at change-in-control, implying retention depends on ongoing equity value and role attractiveness rather than contractual severance .
- Execution track record context: Under CFO tenure, TWFG executed a successful IPO and delivered strong 2024 revenue and Adjusted EBITDA growth; Q4 margins were elevated by contingent commissions and timing of public company expenses, with normalization expected in 2025 .