KINGSTONE COMPANIES, INC.
For the period ended Dec 31, 2024. Filed Mar 18, 2025.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Mar 18, 2025
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 11. Executive Compensation
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”):
| Name and Principal Position · Year · Salary · Bonus · StockAwards(1) · OptionAwards(1) · Non-EquityIncentive PlanCompensation · All OtherCompensation · 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 | 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 | |||||||
(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 this Annual Report.
(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 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.
(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 and will vest to the extent of one-third on each of the first and second anniversaries of the date of grant.
(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 and will vest to the extent of one-third on the third anniversary of the date of grant.
(7)In January 2024, Ms. Chen was granted an option for the purchase of 10,000 shares of common stock under the Plan. Such option vested to the extent of one-third on each of the first, 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 Plan. Such option vested to the extent of one-third on each of the first, second and third anniversaries of the date of grant.
(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.
Employment Contracts
Employment Agreement effective as of January 1, 2023
On June 27, 2022, we and Ms. Golden entered into a second amended and restated employment agreement which took effect as of January 1, 2023, and expired on December 31, 2024 (the “Second Amended Golden Employment Agreement”).
Pursuant to the Second Amended Golden Employment Agreement, Ms. Golden was entitled to receive an annual base salary of $500,000 and an annual bonus equal to 3% of our consolidated income from operations before taxes, exclusive of our consolidated net investment income (loss), net unrealized gains (losses) on equity securities and net realized gains (losses) on investments, up to a maximum of 1.25 times her base salary. In addition, pursuant to the Second Amended Golden Employment Agreement, Ms. Golden received, under the terms of the 2014 Plan, a grant in each of January 2023 and January 2024 of a number of shares of restricted stock determined by dividing $136,500 by the fair market value of our common stock on the date of grant. The 2023 grant vested with respect to one-half of the award on the first anniversary of the grant date and one-half of the award on December 31, 2024. The 2024 grant vested on January 2, 2025.
Employment Agreement effective as of January 1, 2025
On April 15, 2024, we entered into a third amended and restated employment agreement with Ms. Golden, which took effect as of January 1, 2025 and expires on December 31, 2026 (the “Third Amended Golden Employment Agreement”).
Pursuant to the Third Amended Golden Employment Agreement, Ms. Golden is entitled to receive an annual base salary of $550,000 (increased from $500,000 previously in effect) and an annual bonus equal to 3% of our consolidated income from operations before taxes, exclusive of our consolidated net investment income (loss), net unrealized gains (losses) on equity securities and net realized gains (losses) on investments, up to a maximum of 1.25 times her base annual salary (the same as previously in effect). Pursuant to the Third Amended Golden Employment Agreement (and as was provided for in the Second Amended Golden Employment Agreement), in the event that Ms. Golden’s employment is terminated by us without cause or she resigns for good reason (each as defined in the Third Amended Golden Employment Agreement), Ms. Golden would be entitled to receive her base salary and the 3% bonus for the remainder of the term. Ms. Golden would be entitled, under certain circumstances, to a payment equal to 1.5 times her then annual salary and her accrued 3% bonus in the event of the termination of her employment following a change of control of our company (also as was provided for in the Second Amended Golden Employment Agreement). Pursuant to the Third Amended Golden Employment Agreement, Ms. Golden received a grant during January 2025 of 40,000 shares of restricted stock and will be entitled to receive, under certain circumstances, a grant, during January 2026, of 40,000 shares of restricted stock. The 2025 grant will become vested with respect to one-half of the award on the first anniversary of the grant date and one-half on December 31, 2026. The 2026 grant will become vested on the first anniversary of the grant date. The above grants are generally consistent with the grants provided for in the Second Amended Golden Employment Agreement. In the event that we are precluded from making a grant to Ms. Golden in 2026, she would instead be entitled to a cash bonus of $136,500 for such year.
See “Termination of Employment and Change-in-Control Arrangements – Meryl S. Golden” below for a discussion of the provisions of the Third Amended Golden Employment Agreement with regard to payments due and the acceleration of stock awards in the event of the termination of Ms. Golden’s employment under certain circumstances and/or in the event of a change in control.
Employee Bonus Plan
Sara (Minlei) Chen
Pursuant to our Employee Bonus Plan, Ms. Chen, as a member of our senior leadership team ("SLT"), is eligible to receive a cash bonus and shares of restricted stock based upon the growth and underwriting profitability of our company.
Pursuant to our Employee Bonus Plan, Ms. Gravelle, as a member of our SLT, is eligible to receive a cash bonus and shares of restricted stock based upon the growth and underwriting profitability of our company.
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:
| Option Awards · Stock Awards | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name · Number of Securities UnderlyingUnexercisedOptionsExercisable · Number of Securities UnderlyingUnexercised OptionsUnexercisable · OptionExercise Price · Option ExpirationDate · Number of Shares ofStockThat Have Not Vested · Market Value of Shares ofStock That HaveNot Vested · Equity Incentive PlanAwards: Number ofUnearned Shares ThatHave Not Vested · Equity Incentive PlanAwards: Market orPayout Value ofUnearned Shares ThatHave 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 | $ | - | $ | - | |
(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.
(3)Such shares vested to the extent of 4,845 shares on January 17, 2025, 4,845 shares on January 17, 2026. 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 and will vest to the extent of one-third on each of the first and second anniversaries of the date of grant.
Termination of Employment and Change-in-Control Arrangements
Pursuant to the Third Amended Golden Employment Agreement, in the event that Ms. Golden’s employment is terminated by us without cause, or she resigns for good reason (each as defined in the Third Amended Golden Employment Agreement), Ms. Golden would be entitled to receive her annual base salary for the remainder of the term or for twelve months, whichever is later. In addition, pursuant to the 2014 Plan and the 2024 Plan, in the event of a termination of employment due to the death or disability of Ms. Golden, the stock grants scheduled to vest on the next vesting date following such event shall vest under certain circumstances notwithstanding such event. Further, in the event that Ms. Golden’s employment is terminated by us without cause, or she resigns for good reason, Ms. Golden’s granted but unvested restricted stock awards will vest.
Ms. Golden would be entitled to receive, under certain circumstances, a payment equal to 1.5 times her then annual base salary and her accrued bonus in the event of the termination of her employment within eighteen months following a change in control of our company. In addition, pursuant to the 2014 Plan and the 2024 Plan, Ms. Golden’s outstanding restricted stock awards will vest in the event of a change of control of our company.
Sarah (Minlei) Chen
Pursuant to the 2014 Plan and the 2024 Plan, in the event of a termination of employment due to the death or disability of Ms. Chen, the stock grants scheduled to vest on the next vesting date following such event shall vest under certain circumstances notwithstanding such event. In addition, pursuant to the 2014 Plan and the 2024 Plan, Ms. Chen’s outstanding restricted stock awards will vest in the event of a change of control of our company.
Pursuant to the 2014 Plan and the 2024 Plan, in the event of a termination of employment due to the death or disability of Ms. Gravelle, the stock grants scheduled to vest on the next vesting date following such event shall vest under certain circumstances notwithstanding such event. In addition, pursuant to the 2014 Plan and the 2024 Plan, Ms. Gravelle’s outstanding restricted stock awards will vest in the event of a change of control of our company.
Compensation of Directors
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 orPaid 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 |
(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 this Annual Report.
The aggregate number of unvested restricted stock awards outstanding as of fiscal year end for each non-employee director is as follows:
| Name | Unvested RestrictedStock 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 |
Our non-employee directors are entitled to receive annual compensation for their services as directors as follows:
$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, 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.
Equity Award Grant Practices
The equity awards for Ms. Golden are set out in the Third Amended Golden Employment Agreement. Equity awards for the other Named Executive Officers are discretionary and aregenerally granted to them in February or March each year pursuant to our Employee Bonus Plan which provides for the grant of restricted common stock based upon our growth and underwriting profitability in the prior fiscal year. In certain circumstances, including the hiring or promotion of an officer, the Compensation and Finance Committee may approve grants to be effective at other times. The Compensation and Finance Committeedid not take material nonpublic information into account when determining the timing and terms of equity awards in 2024, andwe do not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.