DEF 14A of Kingstone Companies, Inc.
Filed Jun 25, 2026 · FY20250000033992-26-000024
Summary Compensation Table
Summary Compensation Table The following table sets forth certain information concerning the compensation for the fiscal years ended December 31, 2025 and 2024 for certain executive officers, including our Chief Executive Officer (collectively, the “Named Executive Officers”)
Summary Compensation Table
| Name and Principal Position | Year | Salary | Bonus | Stock Awards(1) | Option Awards(1) | Non-Equity Incentive Plan Compensation | All Other Compensation | Total | | Meryl S. Golden | 2025 | $550,000 | $687,500 | $607,600 (3) | $ - | $ - | $26,000 (9) | $1,871,100 | | Chief Executive Officer and President | 2024 | $500,000 | $496,358 | $136,500 (4) | $ - | $ - | $25,800 (10) | $1,158,658 | | Sarah (Minlei) Chen | 2025 | $387,046 | $145,642 | $291,742 (5) | $ - | $ - | $14,000 (11) | $838,430 | | Chief Actuary and Senior Vice President, Kingstone Insurance Company | 2024 | $355,138 | $166,609 | $166,109 (6) | $12,400 (8) | $ - | $7,838 (11) | $708,094 | | Randy L. Patten (2) | 2025 | $140,274 | $253,103 | $652,603 (7) | $ - | $ - | $ - | $1,045,980 | | Vice President, Chief Financial Officer and Treasurer | 2024 | $ - | $ - | $ - | $ - | $ - | $ - | $ - |
Summary Compensation Table
| (1) Amounts reflect the aggregate grant date fair value of grants made in each respective fiscal year computed in accordance with stock-based accounting rules (FASB ASC Topic 718-Stock Compensation), excluding the effect of estimated forfeitures. Assumptions used in the calculations of these amounts are included in Note 12 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, available electronically to our stockholders. | | (2) Mr. Patten was elected Vice President, Chief Financial Officer and Treasurer on August 25, 2025. | | (3) In January 2025, Ms. Golden was granted 40,000 shares of restricted common stock under our 2024 Equity Participation Plan (the “2024 Plan”). Such grant vested to the extent of 20,000 shares on the first anniversary of the date of grant and will vest to the extent of 20,000 shares on December 31, 2026, subject to acceleration under certain circumstances. |
Summary Compensation Table
| (4) In January 2024, Ms. Golden was granted 64,085 shares of restricted common stock under our Amended and Restated 2014 Equity Participation Plan (the “2014 Plan”). Such grant vested on the first anniversary of the date of grant. | | (5) In June 2025, Ms. Chen was granted 10,000 shares of restricted common stock under the 2024 Plan. Such grant vested to the extent of one-third on the date of grant and will vest to the extent of one-third on each of the first and second anniversaries of the date of grant, subject to acceleration under certain circumstances. In addition, in March 2026, Ms. Chen was granted 8,624 shares of restricted common stock under the 2024 Plan in consideration of services rendered during 2025. Such grant vested to the extent of one-third on the date of grant and will vest to the extent of one-third on each of the first and second anniversaries of the date of grant, subject to acceleration under certain circumstances. | | (6) In March 2025, Ms. Chen was granted 10,935 shares of restricted common stock under the 2024 Plan in consideration of services rendered during 2024. Such grant vested to the extent of one-third on each of the date of grant and the first anniversary of the date of grant and will vest to the extent of one-third on the second anniversary of the date of grant, subject to acceleration under certain circumstances. | | (7) In August 2025, Mr. Patten was granted 43,290 shares of restricted common stock under the 2024 Plan. Such grant will vest to the extent of one-fourth on each of the first and second anniversaries of the date of grant and one-half on the third anniversary of the date of grant, subject to acceleration under certain circumstances. In addition, in March 2026, Mr. Patten was granted 3,126 shares of restricted common stock under the 2024 Plan in consideration of services rendered during 2025. Such grant vested to the extent of one-third on the date of grant and will vest to the extent of one-third on each of the first and second anniversaries of the date of grant, subject to acceleration under certain circumstances. | | (8) In January 2024, Ms. Chen was granted an option for the purchase of 10,000 shares of common stock under the 2014 Plan. Such option vested to the extent of one-third on each of the first and second anniversaries of the date of grant and will vest to the extent of one-third on the third anniversary of the date of grant, subject to acceleration under certain circumstances. | | (9) Represents employer matching contributions under our defined contribution plan of $14,000 and a car allowance of $12,000. | | (10) Represents employer matching contributions under our defined contribution plan of $13,800 and a car allowance of $12,000. | | (11) Represents employer matching contributions under our defined contribution plan. |
Pay Versus Performance (PvP) Table
Pay Versus Performance (PvP) Table The table below is provided in accordance with Item 402(v) of Regulation S-K. We are providing the following information about the relationship between executive compensation actually paid to our CEO and our other Named Executive Officers and certain financial performance of the Company for each of the fiscal years ended December 31, 2025, 2024 and 2023:
Pay Versus Performance (PvP) Table
| Fiscal Year | Summary Compensation Table Total for CEO – M. Golden (b1) (1) | Summary Compensation Table Total For CEO – B. Goldstein (b2) (2) | Compensation Actually Paid to CEO – M. Golden (c1) (3) | Compensation Actually Paid to CEO – B. Goldstein (c2) (3) | Average Summary Compensation Table for Non-CEO NEOs(4) | Average Compensation Actually Paid to Non-CEO NEOs(5) | Value of Initial Fixed $100 Investment Based On Total Stockholder Return(6) | Net Income (Loss)(7) | | 2025 | $1,871,100 | - | $1,935,100 | - | $942,205 | $1,004,415 | $112.75 | $40,767,128 | | 2024 | $1,158,658 | - | $2,808,586 | - | $669,587 | $802,556 | $755.72 | $18,358,436 | | 2023 | $661,710 | $472,200 | $766,188 | $615,791 | $355,338 | $359,090 | $150.00 | $(6,168,346) |
Pay Versus Performance (PvP) Table
| (1) The dollar amount reported is the amount of total compensation reported in the “Total” column of our Summary Compensation Table for Meryl S. Golden for 2023, 2024 and 2025. Ms. Golden became CEO on October 1, 2023. | | (2) The dollar amounts reported are the amounts of total compensation reported in the “Total” column of our Summary Compensation Table previously reported for Barry B. Goldstein for 2023. Mr. Goldstein served as CEO through September 30, 2023. | | (3) The dollar amounts disclosed in Columns (c1) and (c2) represent the amount of “compensation actually paid,” as computed in accordance with SEC rules for Ms. Golden and Mr. Goldstein. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with SEC rules, the following adjustments were made to total compensation to determine the compensation actually paid: |
Outstanding Equity Awards At Fiscal Year-End
Outstanding Equity Awards At Fiscal Year-End The following table sets forth certain information concerning exercisable and unexercisable stock options and unvested stock grants held by the above Named Executive Officers as of December 31, 2025:
Outstanding Equity Awards At Fiscal Year-End
| | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable | | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price | Option Expiration Date | Number of Shares of Stock That Have Not Vested | Market Value of Shares of Stock That Have Not Vested | Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares That Have Not Vested | | Meryl S. Golden | - | | - | - | - | 40,000(1) | $673,200 | $- | $- | | Sarah (Minlei) Chen | - | | 10,000 | $2.25 | 1/5/29 | 13,956(2) | $234,879 | $- | $- | | Randy L. Patten | - | | - | - | - | 43,290(3) | $728,571 | $- | $- |
Outstanding Equity Awards At Fiscal Year-End
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Outstanding Equity Awards At Fiscal Year-End
| (1) Such shares vested to the extent of 20,000 shares on January 2, 2026 and will vest to the extent of 20,000 shares on December 31, 2026, subject to acceleration under certain circumstances. | | (2) Such shares vested to the extent of 3,645 shares on March 3, 2026 and 3,333 shares on June 18, 2026, and will vest to the extent of 3,645 shares on March 3, 2027 and 3,333 shares on June 18, 2027, subject to acceleration under certain circumstances. | | (3) Such shares will vest to the extent of 10,823 shares on August 25, 2026, 10,822 shares on August 25, 2027 and 21,645 shares on August 25, 2028, subject to acceleration under certain circumstances. |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The following table sets forth certain information concerning the compensation of our non-employee directors for the fiscal year ended December 31, 2025:
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash | Stock Awards(1) | Option Awards | Total | | Thomas Newgarden | $182,500 | $53,000 | $- | $235,500 | | Floyd R. Tupper | $75,000 | $53,000 | $- | $128,000 | | William L. Yankus | $67,500 | $53,000 | $- | $120,500 | | Manmohan Singh | $57,500 | $53,000 | $- | $110,500 | | Pranav Pasricha | $26,119 | $21,350 | $- | $47,469 | | Timothy P. McFadden(2) | $37,489 | $53,000 | $- | $90,489 | | Carla A. D’Andre(2) | $38,985 | $53,000 | $- | $91,985 |
DIRECTOR COMPENSATION
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DIRECTOR COMPENSATION
| (1) Amounts reflect the aggregate grant date fair value of grants made in the fiscal year computed in accordance with stock-based accounting rules (FASB ASC Topic 718-Stock Compensation), excluding the effect of estimated forfeitures. Assumptions used in the calculations of these amounts are included in Note 12 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, available electronically to our stockholders. | | (2) Served as a director until August 6, 2025. |
DIRECTOR COMPENSATION
The aggregate number of unvested restricted stock awards outstanding as of fiscal year end for each non-employee director is as follows:
DIRECTOR COMPENSATION
| Name | | Unvested Restricted Stock Awards (#) | | Thomas Newgarden | | 3,489 | | Floyd R. Tupper | | 3,489 | | William L. Yankus | | 3,489 | | Manmohan Singh | | 3,489 | | Pranav Pasricha | | 1,536 | | Timothy P. McFadden(1) | | - | | Carla A. D’Andre(1) | | - | | __________________ | | | | (1) | Served as a director until August 6, 2025. | |
DIRECTOR COMPENSATION
Our non-employee directors are entitled to receive annual compensation for their services as directors as follows:
DIRECTOR COMPENSATION
| ● | $50,000; | | ● | an additional $125,000 for service as Non-Executive Chairman of the Board, an additional $25,000 for service as Audit Committee chair, and an additional $15,000 for service as chair of other committees; and | | ● | $53,000 of our common stock determined by the closing stock price on the last business day of the prior year, which vest on the first anniversary of the grant date. |
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS Six directors are to be elected at the meeting to serve until the next annual meeting of stockholders and until their respective successors shall have been elected and have qualified. Our Restated Certificate of Incorporation provides for cumulative voting of shares for the election of directors. This means that each stockholder has the right to cumulate his or her votes and give to one or more nominees as many votes as equals the number of directors to be elected (six) multiplied by the number of shares he is entitled to vote. A stockholder may therefore cast his or her votes for one nominee or distribute them among two or more of the nominees.
Nominees for Director
Nominees for Director All of the nominees are currently members of our Board of Directors. The following table sets forth each nominee’s age as of June 12, 2026, the positions and offices presently held by him or her with us, and the year in which he or she became a director. The Board of Directors recommends a vote FOR all nominees. The persons named as proxies intend to vote cumulatively all shares represented by proxies equally among all nominees for election as directors, unless proxies are marked to the contrary.
Nominees for Director
| Name | Age | Positions and Offices Held | Director Since | | Meryl S. Golden | 66 | Chief Executive Officer, President and Director | 2020 | | Thomas Newgarden | 58 | Non-Executive Chairman of the Board | 2024 | | Floyd R. Tupper | 71 | Secretary and Director | 2014 | | William L. Yankus | 66 | Director | 2016 | | Manmohan Singh | 53 | Director | 2024 | | Pranav Pasricha | 52 | Director | 2025 |