DEF 14A of KINGSWAY Corp
Filed Apr 6, 2026 · FY20250001174947-26-000457
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
| 4) | To approve an amendment to the Corporation’s 2020 Equity Incentive Plan dated September 21, 2020 (the “2020 Equity Incentive Plan”) to increase the number of Common Shares reserved for issuance; and |
PROPOSAL 1 - ELECTION OF DIRECTORS
PROPOSAL 1 - ELECTION OF DIRECTORS Our Certificate of Incorporation (our “Charter”) provides that the Board shall consist of a total number of directors as determined from time to time exclusively by resolution adopted by the Board. The Board has determined that the number of directors constituting the Board currently be set at eight. All director nominees are currently members of the Board and have been since the dates indicated in their respective profiles set forth below. It is contemplated that all of the nominees will be able to serve as directors; however, if a nominee should be unable to so serve for any reason prior to the Meeting, the persons named in the enclosed form of proxy reserve the right to vote for another nominee in their discretion. Each director elected will hold office until the next annual meeting of shareholders or until his/her successor is appointed and qualifies, unless his/her office is earlier vacated in accordance with the by-laws of the Corporation. In order to be elected, a director nominee must receive a plurality of votes cast. However, we have adopted a “Majority Election of Directors Policy” that provides that a director nominee who does not receive a majority (50% +1) of “FOR” votes cast at the Meeting in favor of his/her election in an uncontested election will be required to immediately submit his/her resignation to the Audit Committee and the resignation will be effective if/when accepted by the Board. The Audit Committee must make a recommendation to the Board to accept or reject the resignation, and the Board must act on the Audit Committee’s recommendation within 90 days of the Meeting. The Board shall accept the resignation absent extenuating circumstances. The Corporation will promptly issue a news release with the Board’s decision, and if the Board determines not to accept a resignation, the news release will state in full the reasons for that decision. A director who tenders a resignation pursuant to this policy will not participate in any meeting of the Board or any sub-committee of the Board at which the resignation is considered. A contested election is defined as a meeting at which the number of directors nominated for election is greater than the number of seats available on the Board. Management and the Board unanimously recommend that shareholders vote FOR the election of all of the nominees whose names are set forth on the following pages. In the absence of contrary instructions, the persons designated by management of the Corporation in the enclosed form of proxy intend to vote FOR the election of all of the nominees whose names are set forth on the following pages. Information set out below is as of March 31, 2026, unless otherwise indicated. Total compensation paid to the directors of the Corporation for the fiscal year ended December 31, 2025 is set out in the section entitled “Director Compensation” of the Proxy Statement.
Board of Directors and Director Nominees(1)
Board of Directors and Director Nominees(1)
Board of Directors and Director Nominees(1)
| Adam J. Patinkin Age: 41 Residence: Illinois, United States of America Director Since: March 31, 2025 Independent(2) | Adam J. Patinkin is the Founder and Managing Partner of David Capital Partners, LLC (“David Capital”), a long-term oriented alternative investment firm headquartered in Chicago with offices in London. Prior to founding David Capital in 2011, Mr. Patinkin was a member of the investment team at Chicago-based Sheffield Asset Management, L.L.C., a long/short equity hedge fund manager, from 2007 to 2010. Mr. Patinkin currently serves on the Board of Directors of Flamingo Group, Inc., a privately held enterprise software company focused on the multi-family apartment industry. Mr. Patinkin holds the Chartered Financial Analyst designation. Mr. Patinkin earned a B.A. from Dartmouth College with a double major in History and Government in 2007. | | | | Board Committee Membership: | Public Board Membership: | | | Board | None | | | Investment Committee | | | | Audit Committee | |
Board of Directors and Director Nominees(1)
| Terence M. Kavanagh Age: 71 Residence: Ontario, Canada Director Since: April 23, 2009 Independent(2) | Terence M. Kavanagh has, since 1997, served as President and a Director of Oakmont Capital Inc., a Toronto-based private investment company. Prior to co-founding Oakmont Capital, Mr. Kavanagh’s previous experience includes managing the Brentwood Pooled Investment Fund, a North American based investment fund, and managing a number of family-owned operating businesses in the real estate, property management and building services industries. Mr. Kavanagh was previously an investment banker in New York and Toronto with The First Boston Corporation and Lehman Brothers. Mr. Kavanagh received a Bachelor of Law degree from Western University in 1978, and an M.B.A. from the Tuck School of Business at Dartmouth College in 1982. Mr. Kavanagh brings extensive knowledge of the financial services industry to the Board. | | | | Board Committee Membership: | Public Board Membership: | | | Board | None | | | Compensation & Management Resources Committee | | | | Investment Committee | |
Board of Directors and Director Nominees(1)
| John T. Fitzgerald Age: 54 Residence: Illinois, United States of America Director Since: April 21, 2016 Not independent | John T. Fitzgerald has served as Chief Executive Officer of Kingsway since September 2018. Mr. Fitzgerald joined Kingsway as Executive Vice President on April 21, 2016 following Kingsway’s acquisition of Argo Management Group, a private equity investment partnership co-founded by Mr. Fitzgerald in 2002. Effective March 8, 2017, Mr. Fitzgerald was appointed President and Chief Operating Officer of Kingsway. Prior to co-founding Argo Management Group, Mr. Fitzgerald was managing director of Adirondack Capital, LLC, a financial futures and derivatives trading firm, and he was a seat-owner on the Chicago Board of Trade. Mr. Fitzgerald was previously the CEO of Hunter MFG, LLP and, from 2006 to 2016, Mr. Fitzgerald served as its Chairman. Mr. Fitzgerald received a Bachelor of Science degree from DePaul University and is an MBA graduate of the Kellogg School of Management, Northwestern University. Mr. Fitzgerald’s education, background and experience qualify him for his role with Kingsway. | | | | Board Committee Membership: | Public Board Membership: | | | Board | None |
Board of Directors and Director Nominees(1)
| Gregory P. Hannon Age: 71 Residence: Ontario, Canada Director Since: September 16, 2009 Independent(2) | Gregory P. Hannon has been a Vice-President and Director of Oakmont Capital Inc., a Toronto-based private investment company, since 1997. He previously was a founding partner of Lonrisk, a Toronto-based specialty insurer and subsidiary of the London Insurance Group, where he was the Chief Financial Officer. Prior to that, Mr. Hannon worked for the Continental Bank of Canada in commercial credit and as auditor for Arthur Andersen and Company, Chartered Accountants. Mr. Hannon received a Bachelor of Commerce degree from Queen’s University in 1978 and an M.B.A. from The Harvard Business School in 1987. Mr. Hannon brings to the Board entrepreneurial experience, as well as expertise in accounting, auditing, and financial reporting. | | | | Board Committee Membership: | Public Board Membership: | | | Board | Wheeler Real Estate Investment Trust, Inc. (NASDAQ: WHLR) | | | Audit Committee | | | | Nominating and Corporate Governance Committee | |
Board of Directors and Director Nominees(1)
| Joshua S. Horowitz Age: 48 Residence: New York, United States of America Director Since: March 31, 2025 Independent(2) | Joshua S. Horowitz is a professional investor with over 23 years of experience, specializing in portfolio management, problem solving, and board leadership. Since January 2012, he has served as a Portfolio Manager and Managing Director at several Palm entities, beginning with Palm Ventures LLC and currently with Palm Management (US) LLC, where he oversees the Palm Global Small Cap Master Fund. Prior to this, Mr. Horowitz was the Director of Research at Berggruen Holdings, a multi-billion-dollar family office, and a research analyst at Crossway Partners LP, focusing on value strategy investments. Mr. Horowitz also currently serves as a director on the boards of BK Technologies Corporation (NYSE: BKTI), Barnwell Industries, Inc. (NYSE: BRN) and Limbach Holdings, Inc. (NASDAQ: LMB). Mr. Horowitz holds a Bachelor of Science in Management from Binghamton University. | | | | Board Committee Membership: | Public Board Membership: | | | Board | BK Technologies Corporation (NYSE: BKTI) NeuroMetrix Inc. (Nasdaq: NURO), through May 2025 Barnwell Industries, Inc. (NYSE: BRN) Limbach Holdings, Inc. (NASDAQ: LMB) | | | Investment Committee | |
Board of Directors and Director Nominees(1)
| Douglas Levine Age: 67 Residence: Florida, United States of America Director Since: May 30, 2018 Independent(2) | Douglas Levine has been the President of Levine Management, a real estate developer since January 2013. He graduated in 1980 from Tufts University with a Bachelor’s Degree in Economics. | | | | Board Committee Membership: | Public Board Membership: | | | Board | None | | | Investment Committee | |
Board of Directors and Director Nominees(1)
| Corissa B. Porcelli Age: 39 Residence: New Jersey, United States of America Director Since: September 21, 2020 Independent(2) | Corissa B. Porcelli began her career as an Analyst with The Stilwell Group. She was subsequently promoted and now serves as the Director of Research. Ms. Porcelli has extensive experience reviewing financial statements and analyzing and assessing the strengths and weaknesses of publicly traded companies. She has served on the boards of directors of numerous public companies. Ms. Porcelli is a CFA® charterholder. She graduated in 2008 from the University of Pennsylvania with a Bachelor of Arts in Economics and Psychology. | | | | Board Committee Membership: | Public Board Membership: | | | Board | Sound Financial Bancorp, Inc. since 2024 | | | Audit Committee | |
Board of Directors and Director Nominees(1)
| Joseph D. Stilwell Age: 64 Residence: San Juan, Puerto Rico Director Since: April 23, 2009 Independent(2) | Joseph D. Stilwell is the owner and managing member of Stilwell Value LLC ("Value"), the general partner of a group of private investment partnerships known as The Stilwell Group. Mr. Stilwell started his first investment fund in 1993. Since 2019, Mr. Stilwell also serves on the board of directors of Wheeler Real Estate Investment Trust, Inc., a commercial real estate investment company. Mr. Stilwell previously served on the boards of directors of American Physicians Capital, Inc. from November 2004 until it was acquired in October 2010 and SCPIE Holdings Inc. from December 2006 until it announced a sale of the company in October 2007. Mr. Stilwell graduated from the Wharton School at the University of Pennsylvania with a Bachelor of Science in Economics in 1983. Mr. Stilwell has been chosen as a director based on his extensive experience and knowledge in capital allocation and maximizing stockholder value. Through the securities of the company held by The Stilwell Group's private investment partnerships and Mr. Stilwell directly, Mr. Stilwell holds a substantial position in Kingsway Financial Services, Inc. | | | | Board Committee Membership: | Public Board Membership: | | | Board | Director, Wheeler Real Estate Investment Trust since December 2019 and Silvergate Capital Corporation since September 2024 | | | Nominating and Corporate Governance Committee | | | | Compensation & Management Resources Committee | |
Board of Directors and Director Nominees(1)
| (1) All of the directors attended the 2025 annual meeting of shareholders. |
Board of Directors and Director Nominees(1)
| (2) “Independent” refers to the standards of independence established under section 301 of the Sarbanes-Oxley Act of 2002 (“SOX”) and the criteria for independence established by the NYSE and SEC. |
PROPOSAL 4 – APPROVAL OF AN AMENDMENT TO THE KINGSWAY FINANCIAL SERVICES INC. 2020 EQUITY INCENTIVE PLAN
PROPOSAL 4 – APPROVAL OF AN AMENDMENT TO THE KINGSWAY FINANCIAL SERVICES INC. 2020 EQUITY INCENTIVE PLAN The 2020 Equity Incentive Plan was approved by shareholders at a meeting held on August 20, 2020 and authorized an initial reserve of 1,600,000 Common Shares to be made available for issuance thereunder. For a description of the principal terms of the 2020 Equity Incentive Plan, see “2020 Equity Incentive Plan - Background” below. As of the Record Date, pursuant to the 2020 Equity Incentive Plan, the Corporation has granted awards representing in the aggregate 1,424,899 Common Shares to certain officers and employees of the Corporation, and there remain 440,101 Common Shares available for future issuance under the 2020 Equity Incentive Plan, representing in the aggregate 1.5% of the Common Shares outstanding as of the Record Date. On March 11, 2026, the Board approved amendments (the “2020 Equity Incentive Plan Amendments”) to increase the number of Common Shares reserved for issuance by the Board under the 2020 Equity Incentive Plan by 1,000,000 Common Shares (the “2026 Additional Reserved Common Shares”). The proposed amendment to the 2020 Equity Incentive Plan are necessary to enable the Board to provide competitive equity incentives to continue to attract, retain and motivate persons who render services to the Corporation. Any award of 2026 Additional Reserved Common Shares will be evidenced by an agreement containing such provisions not inconsistent with the 2020 Equity Incentive Plan as the Compensation Committee approves. See “Compensation & Management Resources Committee” below. If the 2020 Equity Incentive Plan Amendments are approved by shareholders at the Meeting, the maximum number of Common Shares that may be granted under the 2020 Equity Incentive Plan will increase to 2,600,000, representing 9.0% of the Common Shares entitled to vote at the Meeting. The 2020 Equity Incentive Plan Amendments are set forth in Amendment No. 1 to the Kingsway Financial Services Inc. 2020 Equity Incentive Plan attached as Schedule “A” hereto. At the Meeting, Shareholders will be asked to consider the 2020 Equity Incentive Plan Amendments. We believe that increasing the 2020 Equity Incentive Plan share reserve by 1,000,000 Common Shares would provide sufficient 2026 Additional Reserve Common Shares through 2030 (when the 2020 Equity Incentive Plan is scheduled to terminate) and achieve the primary purposes of the 2020 Equity Incentive Plan. The primary purposes of the 2020 Equity Incentive Plan are to (i) provide a means whereby current and prospective directors, officers, employees, consultants and advisors of the Corporation can acquire and maintain an equity interest in the Corporation; (ii) align the interests of key personnel with the long-term success of the Corporation’s shareholders through incentive compensation, which may (but need not) be measured by reference to the value of the Corporation’s shares, and (iii) provide a means through which the Corporation may attract and retain key personnel. We believe that the use of equity-based incentives are critical for us to attract and retain the most qualified personnel and to respond to relevant changes in equity compensation practices. In addition, equity awards provide our employees, non-employee directors and such other persons an opportunity to acquire or increase their ownership stake in the Corporation, and we believe this alignment with our shareholders’ interests creates a strong incentive to work hard for our growth and success. For more information regarding our Common Shares that may be issued upon the exercise of options, warrants and other rights granted to employees, consultants or members of our Board under all of our equity compensation plans as of the fiscal year end, please see “Equity Compensation Plan Information.” The descriptions of the 2020 Equity Incentive Plan terms are set forth in this proposal 4 are qualified by the terms of the 2020 Equity Incentive Plan, which is set forth in Schedule A to the Definitive Proxy Statement on Schedule 14A filed with the SEC on August 20, 2020 and the proposed amendment thereof, as set forth in Schedule A to this Proxy Statement.
2020 EQUITY INCENTIVE PLAN - BACKGROUND
2020 EQUITY INCENTIVE PLAN - BACKGROUND
Description of the 2020 Equity Incentive Plan
Description of the 2020 Equity Incentive Plan At the 2020 annual meeting, the shareholders of the Corporation approved the 2020 Equity Incentive Plan, which replaced the prior plan with respect to the granting of future equity awards. The 2020 Equity Incentive Plan permits the grant of Nonqualified Stock Options (“NQSOs”), Incentive Stock Options (“ISOs”), Stock Appreciation Rights (“SARs”), Restricted Shares, Restricted Stock Units, Performance Share Awards, Dividend Equivalent Rights, Other Stock-Based Awards and Cash-Based Awards (as each such term is defined in the 2020 Equity Incentive Plan). The 2020 Equity Incentive Plan is administered by the Compensation Committee or a separate committee designated by the Board (the committee administering the 2020 Equity Incentive Plan is referred to as the “Administrator”), and the Administrator has the authority to grant Awards under the 2020 Equity Incentive Plan and determine all of the terms and conditions of each Award (as defined in the 2020 Equity Incentive Plan). The Administrator also has authority to, among other things, adopt, alter and repeal rules, guidelines and practices for administration of the 2020 Equity Incentive Plan and make all other determinations the Administrator may deem necessary or advisable for the administration of the 2020 Equity Incentive Plan. The Administrator may allocate all or any portion of its responsibilities and powers under the 2020 Equity Incentive Plan to any one or more of its members and may delegate all or any part of such responsibilities and powers to any person or persons selected by it, except that the Administrator may not delegate the authority to act on behalf of the Administrator to any officer of the Corporation with respect to grants of Awards to persons who are non-employee directors or otherwise are subject to Section 16 of the Exchange Act. Available Shares; Benefits to be Provided Under 2020 Equity Incentive Plan Under the 2020 Equity Incentive Plan, 1,600,000 Common Shares were initially available for all Awards, subject to adjustment in the event of certain corporate transactions. As of December 31, 2025:
Description of the 2020 Equity Incentive Plan
| • | A total of 1,159,899 Restricted Shares have been granted, including (i) 1,000,000 Restricted Shares to Mr. Fitzgerald, and (ii) 159,899 to Mr. Hansen. Of these 1,159,899 granted Restricted Shares, 1,138,978 have vested into Common Stock, including (i) 600,000 shares of Common Stock owned by Mr. Fitzgerald, and (ii) 138,978 shares of Common Stock owned by Mr. Hansen. |
Description of the 2020 Equity Incentive Plan
| • | A total of 265,000 Options have been granted, to employees of the Corporation (all of whom are not named executive officers). Of these 265,000 granted Options, 53,000 have vested but have not yet been exercised for Common Stock. |
Description of the 2020 Equity Incentive Plan
As of the Record Date, there are 440,101 Common Shares available for issuance under the 2020 Equity Incentive Plan outstanding, being 1.5% of the Common Shares of the Corporation. Any Common Shares related to Awards granted under the 2020 Equity Incentive Plan that terminate by expiration, forfeiture, cancellation, or otherwise without the issuance of such Common Shares, are settled in cash in lieu of Common Shares, or are exchanged with the Administrator’s permission prior to the issuance of Common Shares for Awards not involving Common Shares, will be available again for grant under the 2020 Equity Incentive Plan. Any Common Shares withheld to satisfy tax withholding obligations on an Award issued under the 2020 Equity Incentive Plan, Common Shares tendered to pay the exercise price of an Award under the 2020 Equity Incentive Plan, and Common Shares repurchased on the open market with the proceeds of an Option exercise will not be eligible to be again available for grant under the 2020 Equity Incentive Plan. Eligible Participants Under the terms of the 2020 Equity Incentive Plan, Awards may be granted to Employees, Non-Employee Directors and Consultants (as each such term is defined in the 2020 Equity Incentive Plan), as selected by the Administrator or its delegate. Change in Control In the event that a Change in Control (as defined in the 2020 Equity Incentive Plan) occurs, the Committee may provide for any one or more of the following: (a) substitution or assumption of Awards, or to the extent the surviving entity is unwilling to permit substitution or assumption of the Awards, full acceleration of the vesting of any time-vested Awards, and acceleration of any Performance Share Awards (based on actual performance through the date of such Change in Control and on a pro-rata basis); and/or (b) cancellation of any one or more outstanding Awards and payment to the holders of such Awards that are vested as of such cancellation the value of such Awards. Effective Date, Termination and Amendment The 2020 Equity Incentive Plan became effective on August 20, 2020 and will terminate on the tenth anniversary of the effective date, unless earlier terminated by the Board. The Board may amend, suspend or terminate the 2020 Equity Incentive Plan at any time, without shareholder approval, unless (a) shareholder approval is required by applicable law or regulation or by the rules of any applicable stock exchange, or (b) such amendment would (i) modify Section 18.4 of the 2020 Equity Incentive Plan, which generally prohibits the repricing of Awards except under certain specified circumstances, (ii) increase the aggregate number of Common Shares issued or issuable under the 2020 Equity Incentive Plan, (iii) increase any limitation set forth on the number of Common Shares which may be issued or the aggregate value of Awards or any per-person limits, except as specifically provided in the 2020 Equity Incentive Plan, (iv) modify the eligibility requirements for Participants (as defined in the 2020 Equity Incentive Plan) in the 2020 Equity Incentive Plan, or (v) reduce the minimum Option Price and Base Price (as those terms are defined in the 2020 Equity Incentive Plan). No such termination, suspension or amendment of the 2020 Equity Incentive Plan may materially and adversely affect any outstanding Award without the consent of the affected Participant (as defined in the 2020 Equity Incentive Plan), unless required by applicable law or regulation or by the rules of any applicable stock exchange. Clawback of Awards The Administrator may specify that an Award (including any Shares received in connection with such Award) is subject to reduction, cancellation, forfeiture or clawback upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions. Such events may include failure to accept the terms of the Award Agreement, termination of service under certain or all circumstances, violation of material Corporation policies, misstatement of financial or other material information about the Corporation, fraud, misconduct, breach of noncompetition, confidentiality, nonsolicitation, noninterference, corporate property protection, or other agreements that may apply to the Participant, or other conduct by the Participant that the Administrator determines is detrimental to the business or reputation of the Corporation or any of its subsidiaries, including facts and circumstances discovered after termination of service.
Federal Income Tax Consequences
| • | Stock Options |
Federal Income Tax Consequences
| o | Incentive Stock Options (ISOs): A participant generally does not recognize taxable income at the time of grant or exercise. However, the "spread" at exercise is an item of tax preference for the alternative minimum tax. If shares are held for required periods, gain upon sale is treated as long-term capital gain. The Corporation generally receives no tax deduction for ISOs. |
Federal Income Tax Consequences
| o | Non-Qualified Stock Options (NQSOs): A participant does not recognize income at grant but recognizes ordinary income upon exercise equal to the difference between the fair market value of the shares and the exercise price. The Corporation is generally entitled to a corresponding tax deduction. |
Federal Income Tax Consequences
| • | Section 409A: Certain awards under the 2020 Equity Incentive Plan may be deemed deferred compensation and thus subject to Section 409A of the Code. If an award constitutes deferred compensation and does not comply with Section 409A of the Code, the participant may be subject to additional excise taxes and penalties. The 2020 Equity Incentive Plan is intended to be administered in a manner consistent with Section 409A of the Code. |
New 2020 Equity Incentive Plan Benefits
New 2020 Equity Incentive Plan Benefits Awards under the 2020 Equity Incentive Plan are determined by the Administrator in its discretion, and it is therefore not possible to predict the number, name or positions of the persons who will benefit from future grants under the 2020 Equity Incentive Plan if the amendment is approved by shareholders or the terms of any such benefits. In addition, the value of the Awards granted under the 2020 Equity Incentive Plan will depend on a number of factors, including the fair market value of the Common Shares on future dates, the exercise decisions made by the Participants and/or the extent to which any applicable performance goals necessary for vesting or payment are achieved. See “Equity Compensation Plan Information” for information on Awards granted under the 2020 Equity Incentive Plan during the most recently completed fiscal year.
Proposed Amendment of the 2020 Equity Incentive Plan
Proposed Amendment of the 2020 Equity Incentive Plan The Corporation, on the recommendation and approval of the Board, is proposing to amend the 2020 Equity Incentive Plan. On March 11, 2026, the Board approved an amendment to the existing limits of Common Shares reserved for issuance as Restricted Common Shares under the 2020 Equity Incentive Plan as described above, which is subject to shareholder approval. See “Particulars Of Matters To Be Acted Upon - Approval of An Amendment to the Kingsway Financial Services Inc. 2020 Equity Incentive Plan.” If our shareholders do not approve the requested increase in the share reserve under the 2020 Equity Incentive Plan, we will continue to grant awards under the 2020 Equity Incentive Plan until the number of shares authorized and available for issuance thereunder has been exhausted, and our Compensation Committee and the Board would need to consider whether to adopt alternative compensation arrangements based on their assessments of the Corporation’s needs because our future ability to issue appropriate equity compensation to hire and retain talent will be significantly limited. Management and the Board unanimously recommend that shareholders vote FOR the approval of the 2020 Equity Incentive Plan Amendments. In the absence of contrary instructions, the persons designated by management of the Corporation in the enclosed form of proxy intend to vote FOR the approval of the 2020 Equity Incentive Plan Amendments.
Board Committees
| (iii) | Oversee the annual performance evaluation of the Board and its committees and management; and |
Board Leadership Structure and Role in Risk Oversight
Board Leadership Structure and Role in Risk Oversight Our President and Chief Executive Officer, John T. Fitzgerald, joined our Board on April 21, 2016. On March 11, 2026, director Adam J. Patinkin was appointed Chairman of the Board. Mr. Patinkin has served as a director since March 31, 2025. Terence M. Kavanagh, who had served as our Chairman of the Board since September 16, 2013, remains on the Board as Vice Chairman. Both Mr. Patinkin and Mr. Kavanagh are independent directors. The Chairman focuses on the overall strategy of the business and leadership of the Board, including: presiding at all Board meetings, at all executive sessions of the Board held without management and at the annual meeting of shareholders; establishing Board meeting agendas in consultation with the Chairs of the Board committees; acting as a liaison between the directors and the Corporation’s management; advising the Chief Executive Officer of the quality, quantity and timeliness of the flow of information from management to enable the directors to effectively and responsibly perform their duties; facilitating communication among directors; and maintaining frequent contact with the Chief Executive Officer. The Board believes that its optimal leadership structure may vary as circumstances warrant and views its current structure as appropriate to supervise the business and affairs of the Corporation. The Corporation’s management is primarily responsible for managing risk and informing the Board of the material risks confronting the Corporation. The Board has oversight responsibility of the processes established to monitor and manage such risks. The Board believes that such oversight function is the responsibility of the entire Board through frequent reports and discussions at regularly scheduled Board meetings. In addition, the Board has delegated specific risk management oversight responsibility to the Audit Committee and to the independent members of the Board. In particular, the Audit Committee oversees the management of risks related to accounting, auditing and financial reporting and maintaining effective internal controls for financial reporting. The independent members of the Board oversee risk management related to the Corporation’s corporate governance practices and the Corporation’s executive compensation plans and arrangements. These specific risk categories and the Corporation’s risk management practices are regularly reviewed by the entire Board in the ordinary course of regular Board meetings.
2025 Summary Compensation Table
2025 Summary Compensation Table The following table provides information regarding the compensation of our named executive officers for the last two completed fiscal years.
2025 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation(2) ($) | Total ($) | | John T. Fitzgerald, President & Chief Executive Officer | 2025 | 600,000 | (3) | | | | 37,802 | 637,802 | | | 2024 | 600,000 | — | — | — | — | 37,250 | 637,250 | | Kent A. Hansen., EVP & Chief Financial Officer | 2025 | 375,000 | (3) | — (4) | — | — | 20,302 | 682,463 | | | 2024 | 375,000 | — | 361,786 | — | — | 25,375 | 762,161 |
2025 Summary Compensation Table
Notes:
2025 Summary Compensation Table
| (1) The amounts reported in this column are valued based on the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation — Stock Compensation (“FASB ASC Topic 718”) and do not correspond to the actual value that might be realized by the NEOs. See Note 17 to the Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2024 for a discussion of the relevant assumptions used in calculating the amounts reported. |
2025 Summary Compensation Table
| (2) For each named executive officer, amounts reported in this column include employer contributions to the Corporation’s 401(k) retirement plan and Employee Share Purchase Plan. |
2025 Summary Compensation Table
| (3) The bonus amounts for fiscal year 2025 have not been determined as of the date of the filing of this proxy statement. |
2025 Summary Compensation Table
| (4) Excludes the 14,568 2026 Restricted Common Shares granted to Mr. Hansen on March 23, 2026. |
2025 Outstanding Equity Awards at Fiscal Year-End
2025 Outstanding Equity Awards at Fiscal Year-End
2025 Outstanding Equity Awards at Fiscal Year-End
| Option Awards | | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Unearned Shares or Units That Have Not Vested (#)(1) | Market Value of Shares or Units That Have Not Vested ($)(2) | | John T. Fitzgerald | — | — | — | — | 400,000 | $5,380,000 | | Kent A. Hansen | — | — | — | — | 20,921(3) | $281,383(3) |
2025 Outstanding Equity Awards at Fiscal Year-End
| (1) Refer to” Voting Securities and Principal Holders” section on Page 2 for full vesting information. |
2025 Outstanding Equity Awards at Fiscal Year-End
| (2) The value of the Common Shares is based on the closing price of the Common Shares on the NYSE of $13.45 as of December 31, 2025, the last trading day of the fiscal year. |
2025 Outstanding Equity Awards at Fiscal Year-End
| (3) Excludes the 14,568 2026 Restricted Common Shares granted to Mr. Hansen on March 23, 2026. |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control The Corporation maintains a severance policy (the “Severance Policy”) for the payment of certain benefits to certain eligible employees of the Corporation, but not our named executive officers. Benefits are paid under the Severance Policy following a termination of employment in connection with a reduction in work force. Under the Severance Policy, upon a qualifying termination of employment, the eligible participants are entitled to two weeks of severance pay for each full year of service with the Corporation, with a minimum of 12 weeks of severance pay and a maximum of 39 weeks of severance pay. Participants are also entitled to receive subsidized benefits as provided under the Consolidated Omnibus Budget Reconciliation Act during the severance period. In lieu of benefits under the Severance Policy, Mr. Fitzgerald is entitled to receive severance benefits under an individual severance agreement consisting of 12 months of base salary, paid in a lump sum, upon either (x) a termination of employment by the Corporation, other than for “Cause,” or (y) Mr. Fitzgerald’s resignation as a result of a “Constructive Termination,” subject, in each case, to Mr. Fitzgerald’s execution of a release of claims. As defined in Mr. Fitzgerald’s severance agreement, (A) “Cause” means Mr. Fitzgerald’s involuntary termination due to: (i) an intentional act of fraud, embezzlement, theft, or any other illegal act against the Corporation, any of which would constitute a felony; (ii) Mr. Fitzgerald’s improper disclosure or use of the Corporation’s confidential information but only where the Corporation has established that such disclosure or use has financially and materially injured the Corporation; or (iii) a material breach of Mr. Fitzgerald’s duty of loyalty to the Corporation but only where the Corporation has established that such breach has financially and materially injured the Corporation, and (B) “Constructive Termination” means Mr. Fitzgerald’s voluntary resignation within 45 days following written notice to each independent member of the Board setting forth in reasonable detail the occurrence of any of the following events without Mr. Fitzgerald’s written consent that is not cured by the Corporation within 30 days after such notice: (i) any material diminution in job duties and responsibilities or the imposition of job requirements materially inconsistent with Mr. Fitzgerald’s position with the Corporation; (ii) a reduction in Mr. Fitzgerald’s then-current base salary, other than an across-the-board reduction of no more than 10% in the base salary of all executive level employees; (iii) a material reduction in Mr. Fitzgerald’s annual incentive compensation opportunities; or (iv) Mr. Fitzgerald has established that he has been subject to a hostile work environment. In lieu of any severance benefits under the Severance Policy, Mr. Hansen’s offer letter instead provides that he is entitled to receive severance benefits of a lump sum payment equal to 100% of his then-current base salary for a termination of employment by the Corporation, other than a termination for “cause,” subject to Mr. Hansen’s execution of a release of claims.
2025 Pay Versus Performance
2025 Pay Versus Performance The following table sets forth information concerning: (1) the compensation of our Chief Executive Officer and President, John T. Fitzgerald and the average compensation for our other named executive officer, Kent A. Hansen, both as reported in the Summary Compensation Table and with certain adjustments to reflect the “compensation actually paid” ("CAP") to such individuals, as defined under SEC rules, for each of the fiscal years ended December 31, 2023, 2024 and 2025 and (2) our total shareholder return (“TSR”) and Net Income over such years in accordance with SEC rules:
2025 Pay Versus Performance
| Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(1) | Average Summary Compensation Table Total for Non-PEO NEO(2) (3) | Average Compensation Actually Paid to Non-PEO NEO(2) (3) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return | Net (Loss) Income (thousands) | | 2025 | $637,802 | $2,633,802 | $551,762 | $597,505 | $169.61 | ($10,252) | | 2024 | $637,250 | $592,250 | $762,161 | $766,751 | $154.38 | ($8,295) | | 2023 | $610,192 | $1,163,192 | $467,262 | $472,732 | $178.72 | $24,012 |
2025 Pay Versus Performance
Notes: (1) Mr. Fitzgerald was the Principal Executive Officer (“PEO”) in 2025, 2024 and 2023. (2) Mr. Hansen was the only Non-PEO Named Executive Officer (“NEO”) in 2025, 2024 and 2023. (3) Excludes the 14,568 2026 Restricted Common Shares granted to Mr. Hansen on March 23, 2026. Officer compensation is determined by the Compensation Committee. In terms of base salary the Compensation Committee considers the market for similarly situated employees at peer companies and the employee’s overall performance both individually and as it relates to the overall results. Variable compensation considers profitability during the year. Compensation actually paid to the PEO and Non-PEO NEO in 2025, 2024 and 2023 were based upon 2025, 2024 and 2023 financial results, as well as the achievement of strategic objectives. The Compensation Committee also considered shareholder return as a factor in compensation, given the steady increase in our share price over the past few years.
Director Compensation
Director Compensation Narrative Description The Corporation’s director compensation program is designed to provide reasonable compensation for the risks and responsibilities of being a director. Only non-employee directors of the Board are remunerated for serving as directors of the Corporation. Annual director cash compensation, payable in quarterly installments in advance, for 2025 was as follows:
Director Compensation
| • | Non-employee directors: $80,000 |
Director Compensation
| • | Chairman of the Audit Committee: $40,000 (additional fee) |
Director Compensation
| • | Chairman of the Board: $40,000 (additional fee) |
Director Compensation
For 2026, the additional fee due to the Chairman of the Board will be increased to $140,000 (which, in the case of Mr. Patinkin, will be pro-rata according to his length of service in 2026 as Chairman of the Board). 2025 Director Compensation The following table provides information regarding the compensation of our non-employee directors for 2025.
Director Compensation
| Name | Fees Earned or Paid in Cash ($)(1) | All Other Compensation ($) | Total ($) | | Adam J. Patinkin(2) | 60,000 | — | 60,000 | | Terence M. Kavanagh | 120,000 | — | 120,000 | | Gregory P. Hannon | 120,000 | — | 120,000 | | Joshua S. Horowitz(2) | 60,000 | — | 60,000 | | Douglas Levine | 80,000 | — | 80,000 | | Corissa B. Porcelli | 80,000 | — | 80,000 | | Joseph D. Stilwell | 80,000 | — | 80,000 | | Charles Frischer(3) | 30,770 | — | 30,770 |
Director Compensation
| (1) Amounts reported in this column include the annual retainer paid to each non-employee director, plus an additional fee paid to each of Messrs. Kavanagh and Hannon for serving as Chairman of the Board and Chairman of the Audit Committee, respectively. |
Director Compensation
| (2) Messrs. Horowitz and Patinkin were appointed to the Board on March 31, 2025. |
Director Compensation
| (3) Mr. Frischer was director of the Corporation through May 18, 2026, the date of our 2025 annual meeting of shareholders. |