Michelle Bunch
About Michelle Bunch
Michelle Caroline Bunch, age 53, has served as a director of TWFG, Inc. since the Company’s inception in January 2024; she was previously licensed as a Life & Health Agent and Property & Casualty Agent and worked as an insurance agent with American National, and she holds a Bachelor of Science degree from the University of North Texas . She is not considered independent under Nasdaq rules; the Company identifies its independent directors as Michael Doak (Lead Independent Director), Jonathan Anderson, Janet S. Wong, and Robin A. Ferracone, excluding Michelle Bunch . She attended 100% of Board meetings in 2024 and is not currently on any Board committee . Michelle is the spouse of CEO/Chairman Richard F. (“Gordy”) Bunch III, who controls Bunch Family Holdings, LLC, creating a family relationship within the Board structure .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American National | Insurance Agent | Not disclosed | Licensed Life & Health and Property & Casualty; insurance industry experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in the proxy |
Board Governance
- Committee assignments: None; she is not listed on the Audit Committee (Wong—Chair; Anderson; Doak) or Compensation Committee (Ferracone—Chair; Anderson) .
- Independence status: Not independent under Nasdaq rules; independent directors are Doak, Anderson, Wong, and Ferracone .
- Attendance and engagement: Board met 3 times in 2024; each director attended 100% of Board and committee meetings .
- Board structure and control: TWFG is a “controlled company” under Nasdaq rules due to Bunch Family Holdings having >50% voting power; the Company is relying on controlled company exemptions (e.g., nominating process not required to be led by independent directors) .
- Lead Independent Director: Michael Doak serves as Lead Independent Director and oversees executive sessions of independent directors, agendas, and communication .
- Related-party transaction oversight: Audit Committee reviews and approves/ratifies related-party transactions under a formal policy .
Fixed Compensation
| Year | Cash Retainer ($) | Committee/Lead Fees ($) | Stock Awards ($) | Total ($) | Notes |
|---|---|---|---|---|---|
| 2024 | 30,000 | — | 60,000 (3,529 RSUs at $17 grant date) | 90,000 | Prorated for partial year (post-IPO from July 2024); RSUs vest on 1st anniversary |
| Program (Non-Employee Directors) | 60,000 cash annual retainer | Audit Chair: 20,000; Compensation Chair: 15,000; Lead Independent Director: 20,000 | 80,000 annual RSU grant; full vest at 1-year with pro-rata vest on termination | — | RSUs may be settled in cash or Class A shares |
Performance Compensation
| Component | Description | Metrics/Triggers |
|---|---|---|
| Director RSUs | Time-based vesting; full vest on first anniversary; pro-rata vest if service terminates before vest date | No performance metrics disclosed for director equity awards |
Other Directorships & Interlocks
| Category | Detail | Notes |
|---|---|---|
| Family relationship | Spouse of CEO/Chairman Richard F. (“Gordy”) Bunch III | Creates potential conflicts and alignment considerations in a controlled company context |
| Controlled company | Bunch Family Holdings controls Class C shares with ten votes per share; Company relies on controlled company exemptions | Nominating process not required to be led by independent directors |
| Committee participation | Not on Audit or Compensation Committees | Limits direct influence over financial reporting and pay decisions |
Expertise & Qualifications
- Insurance industry background with prior licensing as Life & Health and Property & Casualty Agent; practical distribution experience .
- Bachelor of Science, University of North Texas .
Equity Ownership
| Holder | Class A Shares (No., %) | Class B Shares (No., %) | Class C Shares (No., %) | Combined Voting Power | RSUs (Unvested at FY-end) | RSUs (Unvested as of 3/1/2025) |
|---|---|---|---|---|---|---|
| Michelle Caroline Bunch | 689,740; 4.6% | — | 33,893,810; 100% | 94.0% | 1,914 | 1,334 |
| Notes | Includes 3,529 RSUs vesting 7/17/2025 and 2,588 RSUs vesting 3/31/2026 | — | Includes shares beneficially owned by Bunch Family Holdings (controlled by spouse) and family members; disclaims beneficial interest in spouse’s and sons’ shares | — | RSUs are director grants from 7/17/2024 | Program vest timing per policy |
- Hedging and pledging: Hedging prohibited; pledging allowed only with written pre-approval; as of record date, no pledges by officers and directors .
- Insider trading and clawback policies: Supplemental Insider Trading Policy applies to directors; Clawback Policy applies to incentive-based compensation received after 7/17/2024 per Nasdaq Listing Standard 5608 .
Governance Assessment
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Strengths:
- 100% attendance and clear disclosure of committee compositions segregating pay and audit oversight to independent directors .
- Robust related-party transaction policy with Audit Committee oversight .
- Lead Independent Director structure and majority-independent Board membership (excluding Michelle and CEO) .
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Risks and RED FLAGS:
- Not independent and spouse of CEO/Chairman; significant family control through Bunch Family Holdings in a multi-class structure (Class C ten votes/share) elevates conflict risk and diminishes minority shareholder protections .
- Numerous related-party transactions with entities owned by pre-IPO members (including Bunch Holdings): TWICO MGA ($12,312,964 paid to TWFG in 2024), EVO management fees ($371,971 received), EVO software licenses ($1.8 million paid), Parkwood 2 HQ lease ($2,524,142 paid) . While subject to policy oversight, the breadth and dollar amounts underscore dependency on affiliated entities.
- Controlled company exemptions used (e.g., nominating process not led by independent directors), reducing governance safeguards typical for widely held firms .
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Alignment:
- Material equity exposure via family-controlled Class C shares and personal Class A holdings suggests strong “skin in the game,” but voting control concentration may overweight founder-family interests versus public float .
- Director compensation mix skews to equity (2024: $60k stock vs $30k cash), aligning with shareholder value, albeit with time-based RSUs and no performance conditions .
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Net view: Board effectiveness is supported by independent committees and attendance, but independence concerns and extensive related-party ties present persistent governance risk for minority investors; monitoring of committee independence, related-party reviews, and any changes in controlled company status is warranted .