DEF 14A of Kingstone Companies, Inc.
Filed Jun 27, 2024 · FY20230001021771-24-000152
Summary Compensation Table
Summary Compensation Table The following table sets forth certain information concerning the compensation for the fiscal years ended December 31, 2023 and 2022 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 | 2023 | $500,000 | $- | $136,500(2) | $- | $- | $25,200(5) | $661,700 | | Chief Executive Officer and President | 2022 | $500,000 | $- | $150,000(3) | $- | $- | $24,200(6) | $674,200 | | Barry B. Goldstein | 2023 | $450,000 | $- | $- | $- | $- | $22,200(7) | $472,200 | | Executive Chairman of the Board; formerly Chief Executive Officer | 2022 | $500,000 | $- | $136,500(4) | $- | $- | $24,200(8) | $660,700 | | Sarah (Minlei) Chen | 2023 | $347,750 | $- | $- | $- | $- | $7,588(9) | $355,338 | | Chief Actuary; Senior Vice President, Kingstone Insurance Company | 2022 | $306,620 | $- | $- | $- | $- | $6,994(9) | $313,614 |
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, 2023, available electronically to our stockholders. | | (2) In January 2023, Ms. Golden was granted 101,111 shares of restricted common stock under our Amended and Restated 2014 Equity Participation Plan (the “2014 Plan”). Such grant vested to the extent of 50,556 shares on the first anniversary of the date of grant and vests to the extent of 50,555 shares on the second anniversary of the date of grant. See “Termination of Employment and Change-in-Control Arrangements – Meryl Golden” below for a discussion of certain provisions relating to the restricted stock granted to Ms. Golden. | | (3) In January 2022, Ms. Golden was granted 30,000 shares of restricted common stock under the 2014 Plan. Such grant vested to the extent of 10,000 shares on each of the first and second anniversaries of the date of grant and vests to the extent of 10,000 shares on the third anniversary of the date of grant. See “Termination of Employment and Change-in-Control Arrangements – Meryl Golden” below for a discussion of certain provisions relating to the restricted stock granted to Ms. Golden. | | (4) In January 2022, Mr. Goldstein was granted 27,300 shares of restricted common stock under the 2014 Plan. Such grant vests on December 30, 2024. See “Termination of Employment and Change-in-Control Arrangements – Barry B. Goldstein” below for a discussion of certain provisions relating to the restricted stock granted to Mr. Goldstein. |
Summary Compensation Table
| (5) Represents employer matching contributions under our defined contribution plan of $13,200 and a car allowance of $12,000. | | (6) Represents employer matching contributions under our defined contribution plan of $12,200 and a car allowance of $12,000. | | (7) Represents employer matching contributions under our defined contribution plan of $13,200 and a car allowance of $9,000. | | (8) Represents employer matching contributions under our defined contribution plan of $12,200 and a car allowance of $12,000. | | (9) 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, 2023, 2022 and 2021:
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 Loss(7) | | 2023 | $661,710 | $472,200 | $766,188 | $615,791 | $355,338 | $359,090 | $150.00 | $(6,168,346) | | 2022 | - | $660,700 | - | $(64,300) | $493,907 | $387,280 | $111.66 | $(22,524,794) | | 2021 | - | $1,921,435 | - | $1,601,697 | $542,622 | $511,682 | $67.48 | $(7,378,301) |
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. Ms. Golden was not CEO in 2021 or 2022. She 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 for Barry B. Goldstein for 2021, 2022 and 2023. Mr. Goldstien 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, 2023:
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 | 50,000 | - | $8.72 | 9/25/24 | 131,911(1) | $280,970 | $- | $- | | Barry B. Goldstein | - | - | - | - | 211,391(2) | $450,263 | $- | $- | | Sarah (Minlei) Chen | - | - | - | - | 1,990(3) | $4,239 | $- | $- |
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 60,556 shares on January 3, 2024 and 10,000 shares on January 4, 2024 and will vest to the extent of 800 shares on December 13, 2024, 50,555 shares on December 31, 2024 and 10,000 shares on January 3, 2025. | | (2) Such shares will vest on December 30, 2024. | | (3) Such shares vested to the extent of 1,190 shares on January 28, 2024 and will vest to the extent of 800 shares on December 13, 2024. |
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, 2023:
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash | Stock Awards(1) | Option Awards | Total | | Timothy P. McFadden | $65,000 | $53,000 | $- | $118,000 | | Floyd R. Tupper | $75,000 | $53,000 | $- | $128,000 | | William L. Yankus | $80,000 | $53,000 | $- | $133,000 | | Carla A. D’Andre | $65,000 | $53,000 | $- | $118,000 |
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, 2023, available electronically to our stockholders. |
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 (#) | | Timothy P. McFadden | 39,259 | | Floyd R. Tupper | 39,259 | | William L. Yankus | 39,259 | | Timothy P. McFadden | 39,259 |
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 $25,000 for service as audit committee chair, an additional $20,000 for service as compensation and finance committee chair, an additional $10,000 for service as investment 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 first business day of the year, which vest on the first anniversary of the grant date. |
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS Eight 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 votes and give to one or more nominees as many votes as equals the number of directors to be elected (eight) multiplied by the number of shares he is entitled to vote. A stockholder may therefore cast his votes for one nominee or distribute them among two or more of the nominees.
Nominees for Directors
Nominees for Directors All of the nominees are currently members of our Board of Directors. The following table sets forth each nominee’s age as of June 14, 2024, 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 person named as proxy intends 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 Directors
| Name | Age | Positions and Offices Held | Director Since | | Meryl S. Golden | 64 | Chief Executive Officer, President and Director | 2020 | | Barry B. Goldstein | 71 | Executive Chairman of the Board and Director | 2001 | | Floyd R. Tupper | 69 | Secretary and Director | 2014 | | Timothy P. McFadden | 62 | Director (Lead Independent Director) | 2018 | | William L. Yankus | 64 | Director | 2016 | | Carla A. D’Andre | 68 | Director | 2017 | | Manmohan Singh | 51 | Director | 2024 | | Thomas Newgarden | 56 | Director | 2024 |
Nominees for Directors
Ms. Golden has served as our Chief Executive Officer and President since October 2023 and as one of our directors since March 2020. She has also served as a director and a member of the Executive Committee of Kingstone Insurance Company, our wholly-owned New York property and casualty insurer (“KICO”), since September 2019 and as its President since October 2021. Ms. Golden served as our and KICO’s Chief Operating Officer from September 2019 to September 2023. Ms. Golden has over 25 years of experience in the insurance industry. She served as Northeast General Manager of Progressive Insurance from 2000 to 2004 (having served as Connecticut General Manager at Progressive from 1996 to 2000). Ms. Golden was Senior Vice President/General Manager at Liberty Mutual from 2005 to 2007. From 2007 to 2009, she was a Management Committee advisor to Bridgewater Associates, a hedge fund. Ms. Golden served as General Manager of North America for Earnix, a banking and insurance software company, from 2010 to 2018 and was Sales Manager, Insurance Solutions for Arity, a mobility and data analytics company founded by Allstate, from 2018 until September 2019. Ms. Golden received her B.S. degree in Accounting from the Wharton School of the University of Pennsylvania and her M.B.A. in Marketing and Finance from the University of Chicago. We believe that Ms. Golden’s executive level experience in the insurance industry gives her the qualifications and skills to serve as one of our directors. Mr. Goldstein has served as our Executive Chairman of the Board since January 2019 and served as our Chief Executive Officer and President, as well as Chief Executive Officer of KICO, from July 2019 to September 2023. He previously served as our Chief Executive Officer, President and Chairman of the Board from March 2001 through December 2018, as Chief Executive Officer of KICO from January 2012 through December 2018 and as President of KICO from January 2012 through December 2018 and from July 2019 through September 2021. Mr. Goldstein has served as one of our directors since March 2001. He served as our Chief Financial Officer from March 2001 to November 2007 and as our Treasurer from May 2001 to August 2013. Since January 2006, Mr. Goldstein has served as Chairman of the Board of KICO. He has served as Chairman of its Executive Committee since October 2019 (having previously served in such capacity from 2006 to 2018). Mr. Goldstein has served as Chief Investment Officer of KICO from August 2008 through September 2023. He was Treasurer of KICO from March 2010 through September 2010. Effective July 1, 2009, we acquired a 100% equity interest in KICO. Mr. Goldstein is a certified public accountant (inactive). Mr. Goldstein received his B.A. degree and M.B.A. from State University of New York at Buffalo. We believe that Mr. Goldstein’s extensive experience in the insurance industry, including his executive-level service with KICO since 2006, give him the qualifications and skills to serve as one of our directors.
Committees
| • | review director compensation for service on our Board and Board committees and recommend any changes to our Board; |