Katherine Nolan
About Katherine Nolan
Katherine C. Nolan is Chief Operating Officer of TWFG and has served in this role since 2009; she is 64 and holds a BBA from Kent University and an MBA from John Carroll University, with 30+ years of P&C insurance operations leadership at carriers and distribution platforms . Company performance in 2024 underpinning NEO bonuses included total revenue of $203.8M (+18.4% YoY), Organic Revenue Growth of 14.5%, and Adjusted EBITDA of $45.3M (+44.7% YoY), with an Adjusted EBITDA margin of 22.3% . Following TWFG’s July 17, 2024 IPO at $17 per share, the stock price rose 81.2% through Dec 31, 2024, ranking TWFG the 20th best-performing US-listed IPO in 2024 per WSJ, signaling strong initial investor reception . Management highlighted Q4 2024 outperformance on Adjusted EBITDA margin (26.8%), while guiding to margin normalization in 2025, relevant to incentive outcomes and operating leverage assessment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Affirmative Retail Inc. | President | Not disclosed | Senior leadership of retail insurance operations |
| Affirmative Insurance Holdings | EVP, Planning & Integration | Not disclosed | Led planning/integration at P&C insurance holding company |
| Bristol West Insurance Company | SVP, Operations | Not disclosed | Oversaw operations at a P&C carrier |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No external board/service roles disclosed for Nolan in proxy |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 400,000 | 400,000 |
| Stock Awards ($) | — | 1,500,000 |
| Non-Equity Incentive Plan ($) | 75,000 | 146,272 |
| All Other Compensation ($) | 34,359 | 28,586 |
| Total Compensation ($) | 509,359 | 2,074,858 |
- 2024 target bonus mechanics: 20% of base salary for Jan 1–Jun 30, and 40% for Jul 1–Dec 31; payout earned was 121.9% of target, equating to $146,272 for Nolan .
- No employment agreement in place for Nolan; base salary unchanged in 2024 .
Performance Compensation
| Component | Metric | Weighting | Target | Actual (FY 2024) | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Bonus | Adjusted EBITDA | 50% | Not disclosed | $45.3M | Included in 121.9% of target | Cash (paid post-year) |
| Annual Cash Bonus | Organic Revenue | 50% | Not disclosed | $179.5M | Included in 121.9% of target | Cash (paid post-year) |
| Equity (RSUs) | Time-based RSUs (IPO grant) | — | Grant: $1.5M FV | Outstanding as of 12/31/24: 88,235 units | N/A (service-based) | Vests Jan 17, 2025; Jul 17, 2025; Jul 17, 2026 |
| Equity (RSUs) | Time-based RSUs (additional) | — | Not disclosed | 6,470 time-based units scheduled | N/A (service-based) | Vests Mar 31, 2026/2027/2028 |
| Equity (PSUs) | Performance-based RSUs | — | Not disclosed | 6,470 PSUs outstanding | Not disclosed | Timing not disclosed; no voting/dispositive rights |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total Beneficial Ownership (as of Apr 1, 2025) | 93,524 Class A shares; <1% of Class A outstanding |
| Unvested RSUs at FY 2024 Year-End | 88,235 units; est. $2,717,638 market value |
| Shares pledged as collateral | None; pledging permitted only with GC pre-approval |
| Hedging policy | Hedging and monetization transactions prohibited for officers |
| Clawback policy | Applies to incentive comp received after Jul 17, 2024 (Nasdaq 5608) |
| Stock ownership guidelines | Guidelines exist for directors/executives (details not disclosed) |
| Section 16 compliance | Filings timely in 2024 per company review |
Vesting Schedule and Potential Selling Pressure
| Vest Date | Shares | Type |
|---|---|---|
| Jan 17, 2025 | 29,412 | IPO RSU tranche |
| Jul 17, 2025 | 29,412 | IPO RSU tranche |
| Jul 17, 2026 | 29,412 | IPO RSU tranche |
| Mar 31, 2026 | 2,156 | Additional time-based RSU (1/3 of 6,470) |
| Mar 31, 2027 | 2,156 | Additional time-based RSU (1/3 of 6,470) |
| Mar 31, 2028 | 2,156 | Additional time-based RSU (1/3 of 6,470) |
- Note: 6,470 PSUs outstanding; vesting conditions and dates not disclosed (no voting/dispositive rights) .
Employment Terms
| Provision | Status |
|---|---|
| Employment agreement | None for Nolan (and other NEOs) |
| Severance (salary/bonus multiples) | Not disclosed; no severance arrangements in 2024 |
| Change-of-control | IPO RSUs fully vest immediately prior to a CoC; continuous employment required (single-trigger equity acceleration) |
| Non-compete / non-solicit / garden leave | Not disclosed |
| Deferred compensation / pension / SERP | None; participates in 401(k) with 4% safe harbor match |
| Clawback | Applicable per Nasdaq 5608 (restatements) |
| Insider trading window controls | Supplemental policy with additional restrictions for designated persons |
Performance & Track Record Context
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Total Revenue ($000s) | 172,043 | 203,760 |
| Organic Revenue ($000s) | 154,627 | 179,471 |
| Organic Revenue Growth (%) | 11.2% | 14.5% |
| Adjusted EBITDA ($000s) | 31,348 | 45,349 |
| Adjusted EBITDA Margin (%) | 18.2% | 22.3% |
- Q4 2024 Adjusted EBITDA Margin was 26.8% (boosted by contingent commissions and timing on public company costs); management expects margin normalization in 2025 .
- IPO priced at $17 on Jul 17, 2024; share price increased 81.2% to year-end, with WSJ ranking TWFG the 20th best-performing US-listed IPO of 2024 .
Compensation Structure Analysis
- Strong shift toward equity in 2024 tied to IPO RSUs: stock awards increased to $1.5M from zero in 2023, while base salary remained flat at $400k, and bonus rose with performance-based payout to $146k .
- Cash bonus metrics emphasize operating performance (50% Adjusted EBITDA; 50% Organic Revenue); payout at 121.9% suggests above-target execution on 2024 operating goals .
- Equity acceleration on single trigger at CoC for IPO RSUs is shareholder-sensitive to sale outcomes but may reduce retention constraints in a strategic transaction; no separate severance disclosed .
Related-Party Transactions and Governance Environment
- Controlled company status under Nasdaq due to Bunch Family Holdings voting control; board majority independent with robust governance policies, including clawback, hedging prohibition, and pledging pre-approval, which mitigate alignment risks for officers .
- No Nolan-specific related-party transactions disclosed; Section 16 filings timely .
Investment Implications
- Pay-for-performance alignment is reasonably strong: bonuses tied to Adjusted EBITDA and Organic Revenue, with 2024 results evidencing double-digit growth and margin expansion, supporting cash incentive payouts; equity is time-based and sizable, providing retention but with single-trigger CoC acceleration to monitor in M&A contexts .
- Upcoming vesting tranches (Jul 2025/Jul 2026 plus Mar 31 cycles) can create episodic selling pressure; hedging is prohibited and there are currently no pledges, which lowers alignment risk, but beneficial ownership remains <1%, indicating limited personal exposure versus scale of role .
- Absence of an employment agreement and no disclosed severance could increase retention risk in adverse scenarios, partly offset by ongoing RSU vesting; watch for any future equity program changes (e.g., PSUs with explicit performance hurdles) to enhance alignment further .
- Macro governance: controlled company structure and single-trigger acceleration warrant monitoring; however, formal clawback and trading policies, plus board independence and committee structures, provide guardrails around compensation risk .