DEF 14A of Kingstone Companies, Inc.
Filed Jun 26, 2025 · FY20240001021771-25-000099
Summary Compensation Table
Summary Compensation Table The following table sets forth certain information concerning the compensation for the fiscal years ended December 31, 2024 and 2023 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 | 2024 | $500,000 | $496,358 | $136,500 (2) | $ - | $ - | $25,800 (9) | $1,158,658 | | Chief Executive Officer and President | 2023 | $500,000 | $ - | $136,500 (3) | $ - | $ - | $25,200 (10) | $661,700 | | Sarah (Minlei) Chen | 2024 | $355,138 | $166,609 | $166,109 (4) | $12,400 (7) | $ - | $7,838 (11) | $708,094 | | Chief Actuary; Senior Vice President, Kingstone Insurance Company | 2023 | $347,750 | $ - | $ - | $ - | $ - | $7,588 (11) | $355,338 | | Jennifer L. Gravelle (12) | 2024 | $337,422 | $133,979 | $133,479 (5) | $12,400 (8) | $ - | $13,800 (11) | $631,080 | | Vice President, Chief Financial Officer and Treasurer | 2023 | $309,863 | $ - | $25,000 (6) | $ - | $ - | $10,592 (11) | $345,455 |
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, 2024, available electronically to our stockholders. | | (2) 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. | | (3) In January 2023, Ms. Golden was granted 101,111 shares of restricted common stock under the 2014 Plan. Such grant vested to the extent of 50,556 shares on the first anniversary of the date of grant and 50,555 shares on the second anniversary of the date of grant. | | (4) In March 2025, Ms. Chen was granted 10,935 shares of restricted stock under our 2024 Equity Participation Plan (the “2024 Plan”) in consideration of services rendered during 2024. 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. |
Summary Compensation Table
| (5) In March 2025, Ms. Gravelle was granted 8,787 shares of restricted stock under our 2024 Plan in consideration of services rendered during 2024. Such grant vested to the extent of one-third on the date of grant. The remaining shares were forfeited due to Ms. Gravelle’s resignation (see footnote (12) below). | | (6) In January 2023, Ms. Gravelle was granted 14,535 shares of restricted common stock under the 2014 Plan. Such grant vested to the extent of one-third on each of the first and second anniversaries of the date of grant. The remaining shares were forfeited due to Ms. Gravelle’s resignation (see footnote (12) below). | | (7) 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 the first anniversary of the date of grant and will vest to the extent of one-third on each of the second and third anniversaries of the date of grant. | | (8) In January 2024, Ms. Gravelle 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 the first anniversary of the date of grant. The remaining option was forfeited due to Ms. Gravelle’s resignation (see footnote (12) below). | | (9) Represents employer matching contributions under our defined contribution plan of $13,800 and a car allowance of $12,000. | | (10) Represents employer matching contributions under our defined contribution plan of $13,200 and a car allowance of $12,000. | | (11) Represents employer matching contributions under our defined contribution plan. | | (12) Ms. Gravelle resigned her positions as of April 18, 2025. |
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, 2024, 2023 and 2022:
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) | | 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) | | 2022 | - | $660,700 | - | $(64,300) | $493,907 | $387,280 | $111.66 | $(22,524,794) |
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 and 2024. Ms. Golden was not CEO in 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 previously reported for Barry B. Goldstein for 2022 and 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, 2024:
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 | - | - | - | - | 74,085(1) | $1,125,351 | $- | $- | | Sarah (Minlei) Chen | - | 10,000 | $2.25 | 1/5/29 | -(2) | $- | $- | $- | | Jennifer L. Gravelle | - | 10,000 | $2.25 | 1/5/29 | 9,690(3) | $147,191 | $- | $- |
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 64,085 shares on January 2, 2025 and 10,000 shares on January 3, 2025. | | (2) Excludes 10,935 shares of restricted stock granted on March 3, 2025 to Ms. Chen under our 2024 Plan in consideration of services rendered during 2024. Such grant vested to the extent of one-third on March 3, 2025 and will vest to the extent of one-third on each of the first and second anniversaries of the date of grant. |
Outstanding Equity Awards At Fiscal Year-End
| (3) Such shares vested to the extent of 4,845 shares on January 17, 2025. The remaining shares were forfeited due to Ms. Gravelle’s resignation in April 2025. Excludes 8,787 shares of restricted stock granted on March 3, 2025 to Ms. Gravelle under our 2024 Plan in consideration of services rendered during 2024. Such grant vested to the extent of one-third on March 3, 2025. The remaining shares were forfeited due to Ms. Gravelle’s resignation in April 2025. |
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, 2024:
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash | Stock Awards(1) | Option Awards | Total | | Thomas Newgarden | $65,000 | $29,042 | $- | $94,042 | | 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 | | Manmohan Singh | $36,389 | $38,665 | $- | $75,054 |
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, 2024, 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 (#) | | Thomas Newgarden | 6,114 | | Timothy P. McFadden | 24,883 | | Floyd R. Tupper | 24,883 | | William L. Yankus | 24,883 | | Carla A. D’Andre | 24,883 | | Manmohan Singh | 8,728 |
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, with such stock being granted on the first business day of each year and vesting 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, except Mr. Pasricha, are currently members of our Board of Directors. The following table sets forth each nominee’s age as of June 13, 2025, 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 | 65 | Chief Executive Officer, President and Director | 2020 | | Thomas Newgarden | 57 | Non-Executive Chairman of the Board | 2024 | | Floyd R. Tupper | 70 | Secretary and Director | 2014 | | William L. Yankus | 65 | Director | 2016 | | Manmohan Singh | 52 | Director | 2024 | | Pranav Pasricha | 51 | Nominee for Director | - |
Nominees for Director
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.
Committees
| • | review director compensation for service on our Board and Board committees and recommend any changes to our Board. |