Robin Ferracone
About Robin A. Ferracone
Robin A. Ferracone, 71, joined TWFG’s board in July 2024 upon the IPO and serves as Chair of the Compensation Committee. She is independent under SEC/Nasdaq rules and brings deep compensation and governance expertise as CEO of Farient Advisors since 2007; her education includes an MBA from Harvard Business School and a BA in Economics and Management Science from Duke University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marsh & McLennan Companies (MMC) | Vice Chair, Western Region | Not disclosed | Senior leadership across risk, strategy, human capital |
| Mercer (MMC subsidiary) | President, Human Capital Business | Not disclosed | Led strategic compensation/human capital advisory |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Farient Advisors LLC | Chief Executive Officer | Since 2007 | Performance and strategic compensation advisory leadership |
| Trupanion, Inc. | Director | 2015–2021 | Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee |
- Potential interlock signal: Michael Doak (TWFG lead independent director) previously served as a director and chair of the Nominating & Governance Committee at Trupanion, indicating network ties to Ferracone’s prior board; overlap dates are not disclosed .
Board Governance
- Independence: Ferracone is independent under SEC and Nasdaq listing standards .
- Committee assignments: Chair, Compensation Committee (members: Robin A. Ferracone, Jonathan Anderson); committee met three times in 2024 .
- Audit Committee: Not a member; Audit Committee chaired by Janet S. Wong (financial expert) .
- Attendance: In 2024, each director attended 100% of Board and applicable committee meetings .
- Lead Independent Director: Role held by Michael Doak, with defined responsibilities for executive sessions and agenda input .
- Controlled company: TWFG relies on Nasdaq “controlled company” exemptions; director nominees are not approved by a majority of independent directors or a fully independent nominating committee—reducing certain minority shareholder protections .
Fixed Compensation
- Annual Director Compensation Structure (non-employee):
- Cash retainer: $60,000; Chair fees: Audit $20,000; Compensation $15,000; Lead Independent Director $20,000 .
- Equity: Annual RSU grant with grant-date fair value $80,000; vests fully on first anniversary; pro-rata vesting upon early termination; may settle in cash or Class A shares .
| Component | Policy Amount (Annual) | Notes |
|---|---|---|
| Board Cash Retainer | $60,000 | Non-employee directors |
| Compensation Committee Chair Fee | $15,000 | Additional to retainer |
| RSU Grant (Grant-Date FV) | $80,000 | Vests at 1-year anniversary |
- 2024 Actual Compensation (prorated post-IPO):
- Ferracone received $37,500 cash and $60,000 in stock awards (3,529 RSUs at $17 grant-date price) for total $97,500 .
| Year | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 (partial year from July) | $37,500 | $60,000 | $97,500 |
Performance Compensation
- Director equity is time-based RSUs; no performance metrics are disclosed for director awards. Company-wide clawback policy (Nasdaq 5608) applies to incentive-based compensation received after July 17, 2024 .
| Equity Award | Grant Date | Shares | Grant-Date FV | Vesting Terms |
|---|---|---|---|---|
| Director RSU grant | July 17, 2024 | 3,529 | $60,000 ($17/share) | Full vest on July 17, 2025; pro-rata on termination |
| Unvested RSUs Status | As of Dec 31, 2024 | As of Mar 1, 2025 |
|---|---|---|
| Aggregate unvested per director | 1,914 RSUs | 1,334 RSUs |
- Additional scheduled RSUs (beneficial ownership footnotes): Includes 3,529 RSUs vesting July 17, 2025 and 2,588 RSUs vesting March 31, 2026 for Ferracone .
Other Directorships & Interlocks
| Company | Status | Details |
|---|---|---|
| Trupanion, Inc. | Prior public company board | Director (2015–2021); Chair Comp; Member Nominating & Governance |
| Farient Advisors LLC | Private advisory | CEO; compensation/governance expertise |
- Network ties: Doak’s prior Trupanion board/committee leadership signals shared governance networks with Ferracone’s prior Trupanion role .
Expertise & Qualifications
- Compensation and governance expert; CEO of Farient Advisors since 2007 .
- Insurance brokerage/consulting executive background at MMC/Mercer .
- Education: MBA, Harvard Business School; BA, Duke University (Economics & Management Science) .
- Public company board experience; committee chair credentials .
Equity Ownership
| Holder | Class A Shares | Ownership % (Class A) | Notes |
|---|---|---|---|
| Robin A. Ferracone | 22,117 | * (<1%) | Includes RSUs scheduled to vest: 3,529 (7/17/2025) and 2,588 (3/31/2026) |
- Hedging prohibited; pledging only with pre-approval—no pledges by officers/directors as of record date .
- Stock ownership guidelines exist for directors/executives (specific multiples not disclosed) .
Governance Assessment
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Strengths:
- Independent director with deep pay-for-performance and governance expertise; serves as Compensation Committee Chair, aligning with her domain specialization .
- 100% attendance in 2024; active committee engagement; formal board/committee self-evaluation scheduled to begin Q3 2025, indicating commitment to governance maturation as a newly public company .
- Clawback policy and insider trading controls including hedging prohibitions enhance alignment and risk management .
-
Watch items / RED FLAGS:
- Controlled company exemptions: nomination process not overseen by a majority of independent directors or a fully independent nominating committee—lower minority shareholder protections; may affect board refreshment and independence perceptions .
- Compensation Committee composition includes an investor-affiliated director (Jonathan Anderson of RenaissanceRe), which may raise optics of alignment with major holders despite meeting Nasdaq independence requirements; committee interlocks disclosure shows none requiring Item 404 disclosure .
- Director equity awards are time-based (no disclosed performance metrics for directors), which is common but offers limited explicit pay-performance linkage for board compensation .
-
Related-party transactions:
- None disclosed for Ferracone; Compensation Committee members had no Item 404 relationships in 2024 .
- Broader company RPTs exist (EVO management/software agreements; headquarters lease with entities owned by pre-IPO members), underscoring the controlled company environment but not implicating Ferracone directly .
-
Ownership alignment:
- Personal beneficial ownership is <1% of Class A; RSUs provide some alignment but are time-based; no pledging disclosed .