Jonathan Anderson
About Jonathan Anderson
Independent director of TWFG, age 46, serving since 2024. Senior Vice President, Global Head – Strategic Investments at RenaissanceRe since 2020; previously Executive Director in Morgan Stanley’s Investment Banking group (2010–2020) focused on insurance M&A and capital raising. Education: BA from Ivey School of Business (Western University) and MBA from University of Chicago Booth School of Business. The Board has determined he is independent under SEC and Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Stanley | Executive Director, Investment Banking (Insurance M&A and capital raising) | 2010–2020 | Advised boards/executives on transactions; finance and governance expertise |
| RenaissanceRe | Senior Vice President, Global Head – Strategic Investments | 2020–Present | Insurance industry expertise; strategic investments |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| RenaissanceRe (RenRe) | SVP, Global Head – Strategic Investments | 2020–Present | RenRe (via RenaissanceRE Ventures U.S. LLC) holds 75% of TWFG’s Class B non-economic shares; potential interlock considerations |
Board Governance
- Committee memberships: Audit Committee member; Compensation Committee member .
- Committee chairs: Janet S. Wong chairs Audit; Robin A. Ferracone chairs Compensation .
- Attendance: Board met 3 times in 2024; Audit met 2; Compensation met 3; each director attended 100% of Board and committee meetings .
- Independence: The Board determined Jonathan Anderson is independent under SEC/Nasdaq rules .
- Board structure: Controlled company with Bunch Family Holdings holding >50% voting power; relying on Nasdaq controlled company exemptions (e.g., nominations not required to be approved by majority independent directors); lead independent director is Michael Doak .
- Risk oversight: Full Board oversees risk; Audit handles financial statements/internal controls; Compensation oversees executive compensation risk .
Attendance Summary (2024)
| Metric | Count |
|---|---|
| Board meetings | 3 |
| Audit Committee meetings | 2 |
| Compensation Committee meetings | 3 |
| Jonathan Anderson attendance | 100% |
Fixed Compensation
- Policy (non-employee directors): $60,000 annual cash retainer; chair fees: Audit $20,000; Compensation $15,000; Lead Independent Director $20,000. Annual RSU grant with $80,000 grant-date fair value; vests fully on first anniversary, with pro-rata vesting upon termination; RSUs settle in cash or Class A shares .
- 2024 actual (partial year from July 2024): Cash fees $30,000; Stock awards $60,000 (3,529 RSUs at $17); Total $90,000 .
| Item | Amount |
|---|---|
| Fees Earned or Paid in Cash (2024) | $30,000 |
| Stock Awards (2024) | $60,000 (3,529 RSUs at $17 grant-date price) |
| Total (2024) | $90,000 |
| 2025 Director Compensation Structure | Amount |
|---|---|
| Annual cash retainer (Board) | $60,000 |
| Chair fee – Audit | $20,000 (chair only) |
| Chair fee – Compensation | $15,000 (chair only) |
| Lead Independent Director | $20,000 |
| Annual RSUs (grant-date fair value) | $80,000; 1-year cliff vest |
Performance Compensation
- No performance-based director compensation disclosed; director RSUs vest time-based on first anniversary of grant; pro-rata vesting upon termination .
- Executive bonus metrics (context only): Adjusted EBITDA (50%) and Organic Revenue (50%) for NEOs; directors are not participants in the annual bonus plan .
Other Directorships & Interlocks
| Entity | Type | Relationship to TWFG | Potential Conflict/Interlock |
|---|---|---|---|
| RenaissanceRE Ventures U.S. LLC | 5%+ holder | Holds 5,457,417 Class B (75% of Class B) non-economic shares; RenRe is the parent of this entity | Anderson is SVP at RenRe; alignment and oversight beneficial but creates potential perceived conflict due to significant ownership by his employer |
| Bunch Family Holdings, LLC | Controlling holder | Holds all 33,893,810 Class C (10 votes/share) and 342,362 Class A; controls ~94% combined voting power | Controlled company status; nominations not approved by majority independent directors |
No other public company directorships for Jonathan Anderson are disclosed in the proxy .
Expertise & Qualifications
- Skills: Leadership, financial/accounting acumen, insurance industry experience, corporate governance (skills matrix) .
- Education: BA, Ivey School of Business (Western University); MBA, Chicago Booth .
- Insurance and governance experience through RenRe strategic investments and Morgan Stanley advisory roles .
Equity Ownership
| Holder | Class A Shares | % of Class A | RSUs (Unvested) | Notes |
|---|---|---|---|---|
| Jonathan Anderson | 6,117 | <1% (*) | 3,529 vesting 7/17/2025; 2,588 vesting 3/31/2026 | Footnote indicates RSUs scheduled vest dates |
- Hedging prohibited; pledging only with pre-approval of General Counsel; as of record date, no pledges by officers or directors .
- Director RSU grant on 7/17/2024: 3,529 RSUs at $17 per share grant-date price; vest on first anniversary; aggregate unvested RSUs per director were 1,914 at FY-end and 1,334 as of 3/1/2025 (company disclosure) .
Insider Trades
| Filing Date | Document Date | Form | Summary/Notes | Source |
|---|---|---|---|---|
| Jul 19, 2024 | Jul 17, 2024 | Form 4 | Initial statement of changes in beneficial ownership upon IPO-related grants/holdings | |
| Apr 2, 2025 | Mar 31, 2025 | Form 4 | Statement of changes in beneficial ownership (timing aligned with director RSU/service-related changes) |
Shareholder Voting Support (2025 Annual Meeting)
| Nominee | For | Withheld | Broker Non-Votes |
|---|---|---|---|
| Jonathan Anderson | 353,686,115 | 2,906,793 | 1,075,319 |
Governance Assessment
-
Strengths:
- Independent director with deep insurance finance expertise; service on both Audit and Compensation Committees adds oversight value .
- 100% attendance in 2024; positive engagement signal for board effectiveness .
- Strong shareholder support at 2025 annual meeting (353.7M votes for; low withholds) .
-
Potential conflicts and structural considerations:
- Interlock risk: Anderson is SVP at RenaissanceRe, whose subsidiary (RenRe Ventures U.S. LLC) is a significant holder of Class B shares; while independence is affirmed, investors should monitor related-party dynamics and voting influence .
- Controlled company: Bunch Family Holdings controls Class C super-voting shares (10 votes/share) and the company relies on Nasdaq controlled company exemptions, reducing certain minority shareholder protections in nominations .
- TRA and related-party ecosystem: Existence of a tax receivable agreement benefiting pre-IPO members and multiple related-party transactions (EVO software/licensing; headquarters lease to Parkwood 2, LLC owned by pre-IPO members) warrant ongoing audit committee scrutiny .
-
Policies mitigating risk:
- Hedging prohibited; pledging restricted with pre-approval; no pledges by officers/directors as of record date .
- Formal related-party transaction policy with Audit Committee review/approval; committee independence affirmed .
RED FLAGS
- Controlled company governance exemptions and super-voting Class C structure may limit minority influence on board composition .
- Significant ownership by Anderson’s employer (RenRe via Class B) presents perceived conflict risk; monitor committee deliberations and disclosures for related-party oversight .
POSITIVE SIGNALS
- 100% attendance and dual committee service indicate strong engagement .
- Clear independence determination; no compensation committee interlocks requiring Item 404 disclosure .
- Strong vote support at the 2025 annual meeting .