Michael Doak
About Michael Doak
Michael Doak, age 49, is TWFG’s Lead Independent Director and has served on the Board since the company’s inception in January 2024. He is CEO and Managing Partner of Griffin Highline Capital (since 2020), with prior leadership roles at entities associated with RenaissanceRe and as portfolio manager of the direct investments portfolio. He holds a BA from the University of Virginia and a JD from the University of Pennsylvania Law School, and brings insurance advisory, financial, investment, and public-company board experience to TWFG .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Griffin Highline Capital | Chief Executive Officer & Managing Partner | Since 2020 | Leads investment strategy; significant shareholder in TWFG through affiliates |
| RenaissanceRe-associated entities | Various leadership roles | Prior | Portfolio manager of direct investments; insurance and reinsurance expertise |
| Trupanion, Inc. (public) | Director; Chair, Nominating & Governance Committee | Prior | Governance leadership; public board experience |
| Falcon Risk Holdings LLC | Director | Prior | Insurance/underwriting oversight |
| Tower Hill Insurance Group | Director | Prior | P&C insurance oversight |
| DaVinci Reinsurance Ltd. | Director | Prior | Reinsurance governance |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Open Road Ultimate Holdings LLC | Board of Managers | Private | Current board service |
| Inness Ultimate Holdings LLC | Board of Managers | Private | Current board service |
| Dallas Specialty Ultimate Holdings LLC | Board of Managers | Private | Current board service |
| Trupanion, Inc. | Former Director; Chair N&G | Public | Prior public company board; governance chair |
| Falcon Risk Holdings LLC | Former Director | Private | Prior board role |
| Tower Hill Insurance Group | Former Director | Private | Prior board role |
| DaVinci Reinsurance Ltd. | Former Director | Private/subsidiary | Prior board role |
Board Governance
- Independence: The Board determined that Michael Doak is independent under SEC and Nasdaq rules .
- Lead Independent Director: Responsibilities include calling meetings of independent directors, presiding over executive sessions, participating in board/committee agendas, and availability for stockholder consultation .
- Committee memberships: Audit Committee member; Audit Committee chaired by Janet S. Wong. Compensation Committee is Jonathan Anderson and Robin A. Ferracone (Doak is not a member) .
- Attendance: In 2024, each director attended 100% of Board and applicable committee meetings .
- Controlled company: TWFG relies on Nasdaq “controlled company” exemptions; director nominations are not required to be approved by a majority of independent directors or an all-independent nominating committee .
Fixed Compensation
| Year | Fees Earned (Cash) | Stock Awards (RSUs, Grant-Date Fair Value) | Total |
|---|---|---|---|
| 2024 (partial year) | $40,000 | $60,000 (3,529 RSUs @ $17; granted 07/17/2024) | $100,000 |
- Standard non-employee director pay structure: $60,000 annual cash retainer; Lead Independent Director additional $20,000; Audit Committee chair $20,000 (not applicable to Doak); Compensation Committee chair $15,000; and $80,000 annual RSU grant with full vest at first anniversary, pro rata on termination; settled in cash or Class A shares .
Performance Compensation
| Element | Metrics | Vesting/Terms | Details |
|---|---|---|---|
| Director RSUs | None (time-based only; no disclosed performance metrics) | Vests fully at first anniversary; 2024 grant 3,529 RSUs (07/17/2024) scheduled to vest 07/17/2025 | Grant-date fair value $60,000 for 2024 partial-year grant |
Note: No director performance metrics (e.g., revenue, EBITDA, TSR, ESG) are disclosed for director pay; awards are time-based RSUs .
Other Directorships & Interlocks
| Company | Type | Relationship to TWFG/Board | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| Trupanion, Inc. | Public | Doak: former director and N&G chair; Ferracone: former director and Compensation Chair (2015–2021) | Governance network tie; no current TWFG transaction disclosed with Trupanion |
| Griffin Highline Capital / GHC Woodlands Holdings LLC | Private | Significant TWFG investor; GHC holds Class B shares; Griffin Highline Capital LLC owns Class A shares | Pre-IPO LLC Member affiliate; related-party exposure via EVO licenses and HQ lease owned by Pre-IPO LLC Members |
Expertise & Qualifications
- Insurance distribution and reinsurance investing; advisory to high-growth insurance companies .
- Financial and investment expertise; public company governance experience .
- Education: BA (University of Virginia), JD (University of Pennsylvania Law School) .
Equity Ownership
| Security Class | Number of Shares | Ownership % | Notes |
|---|---|---|---|
| Class A Common | 594,352 | 4.0% | Includes 588,235 Class A shares held by Griffin Highline Capital LLC, over which Doak has voting/dispositive power; disclaims beneficial ownership except pecuniary interest |
| Class B Common (non-economic) | 1,820,234 | 25.0% | Held by GHC Woodlands Holdings LLC (subsidiary/affiliate of Griffin Highline Capital LLC); Doak has control; disclaims beneficial ownership except pecuniary interest |
| Combined Voting Power | 2,414,586 | <1% (*) | Class C carries 10 votes/share; Doak has no Class C; combined voting power indicated as less than 1% |
| Unvested RSUs (FY-end 2024) | 1,914 (per director) | N/A | Aggregate unvested RSUs per director as of FY-end |
| Unvested RSUs (as of 03/01/2025) | 1,334 (per director) | N/A | Aggregate unvested RSUs per director as of 03/01/2025 |
Policies:
- No pledging by officers and directors as of record date; hedging prohibited without exceptions .
- Clawback policy applicable to incentive-based compensation received after 07/17/2024 per Nasdaq 5608 .
Governance Assessment
- Strengths:
- Lead Independent Director role with defined responsibilities and 100% attendance in 2024, supporting board effectiveness .
- Audit Committee membership and engagement; Audit Committee report signed by chair and members including Doak .
- Director independence confirmed for Doak under SEC/Nasdaq rules .
- Compensation Committee interlocks: none requiring disclosure in 2024; members are non-employees and independent under Nasdaq .
- Alignment and incentives:
- Director pay mixes cash retainer with RSUs; RSUs are time-based and standard for director alignment. 2024 grants were prorated post-IPO; standard annual RSU target is $80,000 thereafter .
- Ownership: meaningful exposure via Griffin Highline Capital/GHC holdings; however, Doak disclaims beneficial ownership except pecuniary interest, and combined TWFG voting power remains <1% due to Class C super-voting structure .
- Risks/RED FLAGS:
- Controlled company exemptions reduce independent oversight of director nominations, potentially weakening governance checks despite the presence of a lead independent director .
- Related-party transactions with entities owned by Pre-IPO LLC Members (including GHC/Griffin Highline affiliates), such as:
- EVO enterprise software licenses ($1.8 million paid by TWFG in 2024) and management services ($371,971 received by TWFG in 2024) .
- Parkwood 2, LLC HQ lease (TWFG paid $2,524,142 in 2024; owned by Pre-IPO LLC Members) .
- Ongoing TWICO MGA agreement ($12,312,964 received by TWFG in 2024) .
- Tax Receivable Agreement with Pre-IPO LLC Members obligates TWFG to pay 85% of realized tax savings, which could be significant and may create perceived conflicts in capital structure/tax decisions .
- Mitigations: Formal Related-Party Transaction Policy with Audit Committee oversight; periodic review of ongoing related-party arrangements . No pledging by directors and clear hedging prohibitions enhance alignment .
Overall implication: Doak’s governance role and attendance are positives, with deep insurance investing experience. However, investors should monitor related-party dealings involving Pre-IPO LLC Members (including Griffin Highline affiliates) and the company’s controlled status—areas where Doak’s independence and Audit Committee oversight are critical to maintaining investor confidence .