TWFG, Inc.
For the period ended May 27, 2026. Filed Apr 10, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 27, 2026 · Filed Apr 10, 2026
Contents
How Our Compensation Programs Support Our Strategy
| Table of Contents | Executive Summary |
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How Our Compensation Programs Support Our Strategy
Elements of Compensation
Our executive compensation program is designed to align management incentives with our business strategy and shareholder value creation. Key elements of our 2025 compensation program included:
| Element | Purpose | Performance Period | Performance Measures | Vesting Period |
|---|---|---|---|---|
| Salary | Provides market-competitive salary commensurate with contribution, experience, knowledge, skills, and performance | — | — | — |
| Short Term Incentives | Rewards the achievement of Company financial performance objectives | One-Year 1/1/25-12/31/25 | •Adjusted EBITDA (weighed 50%)•Organic Revenue (weighted 50%) | — |
| Performance Stock Units | Aligns leadership with long-term Company performance and stockholders' interests | Two-Year 1/1/25-12/31/26 | •Two-year Cumulative Adjusted EBITDA•Two-year Cumulative Organic Revenue | Three-Year Cliff Vesting |
| Restricted Stock Units | Promotes executive retention, stock ownership and alignment with stockholder interests | — | — | Three-Year Ratable Vesting |
We structure a significant portion of our executive compensation as variable, performance-based pay that rewards the achievement of financial targets directly tied to our strategic objectives. Our annual cash incentive program is based on performance against Adjusted EBITDA and Organic Revenue targets, which drives focus on profitable growth and operational efficiency.
Equity awards with multi-year vesting align our executives’ interests with long-term shareholder value creation and encourage retention of key talent. These awards are designed to reward sustained performance and the successful execution of our growth strategy over time.
Our compensation philosophy emphasizes attracting and retaining talented leaders who can execute on our platform expansion strategy, maintain operational discipline, and drive sustainable growth across market cycles.
The strong financial results we delivered in fiscal 2025 — including 47.4% Adjusted EBITDA growth, 460 basis points of margin expansion, and double-digit organic revenue growth; reflect the successful execution of our business strategy and demonstrate how our compensation programs effectively motivate performance that creates long-term value for all stakeholders.
| TWFG, INC. | 2026 Proxy Statement | 25 |
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| Executive Summary | Table of Contents |
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Compensation Governance Best Practices
What We Do
Provide short-term and long-term incentive plans with performance targets aligned to business goals
Maintain a Compensation Committee composed entirely of independent directors
Require stock ownership for all senior leaders and Board members to align with the interests of our stockholders
Maintain an Insider Trading Policy requiring directors, executive officers, and all other senior leaders to trade only during pre-established periods after receiving preclearance from the TWFG Legal team
Complete an annual risk review evaluating whether the pay programs encourage undue risk-taking
Require short-term cash and long-term equity awards for all executive officers to be subject to clawback and cancellation provisions
| WWhat We Don’t Do | |
|---|---|
| X | Provide gross-up payments to cover personal income taxes or excise taxes pertaining to executive severance benefits |
| X | Pay above-market interest on deferred compensation in retirement plans |
| X | Allow the repricing, spring-loading, or backdating of equity awards |
| 26 | TWFG, INC. | 2026 Proxy Statement |
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