Form type: DEF 14A
Period end: 2025-12-31
Complete the following from company records. The platform does not store an annual meeting date.
For each proposal, include a heading, the board's recommendation, and the vote required for approval.
Describe who can vote, how to vote, the quorum requirement, and how to revoke a proxy.
Our Board of Directors currently consists of six members: Thomas Newgarden, William L. Yankus, Meryl S. Golden, Manmohan Singh, Pranav Pasricha and Floyd R. Tupper, each of whom serves as a director of Kingstone Companies, Inc. Ms. Golden also serves as our Chief Executive Officer and President and is the only director who is also an executive officer of the Company. Each director holds office until [COMPLETE: term expiration and election cycle] or until his or her successor is duly elected and qualified. The age, principal occupation, business experience during the past five years, other public company directorships and the specific experience, qualifications, attributes and skills that led the Board to conclude that each nominee should serve as a director are as follows: [COMPLETE: director biographies and qualifications]. The Board has determined that [COMPLETE: independence determinations for each director under applicable Nasdaq listing standards and SEC rules, informed by director and officer questionnaire responses]. [COMPLETE: description of Board committees, committee membership, number of meetings held and committee charters, if applicable].
Our executive officers, in addition to Ms. Golden, are Minlei Chen, our Chief Actuary and Senior Vice President; Victor J. Brodsky, our Chief Accounting Officer; David Craven Fernandez, our Senior Vice President and Chief Claims Officer; and Randy L. Patten, our Chief Financial Officer, Vice President and Treasurer. Executive officers are appointed by and serve at the discretion of the Board. Information regarding the age and business experience of each executive officer who is not also a director is as follows: [COMPLETE: executive officer biographies]. There are no family relationships among any of our directors or executive officers, except as follows: [COMPLETE: family relationships, if any]. [COMPLETE: description of the Board's leadership structure, role in risk oversight, code of ethics and any other corporate governance matters required by Item 407 of Regulation S-K].
Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers, and persons who beneficially own more than ten percent of our common stock, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of our common stock. Based solely on our review of the copies of such reports furnished to us and written representations from our directors and executive officers, we believe that, during the fiscal year ended December 31, 2025, all Section 16(a) filing requirements applicable to our directors, executive officers and greater than ten percent beneficial owners were complied with on a timely basis. [COMPLETE: confirmation of the timely filing of initial statements of beneficial ownership on Form 3 for each reporting person, including the date on which each person became subject to Section 16(a)].
The platform does not store compensation amounts. Enter the summary compensation table and director compensation from company records. Do not estimate figures.
| Name | Shares beneficially owned | Percent of class |
|---|---|---|
| Chen Minlei | 41,917 | Less than 1% |
| Newgarden Thomas | 99,366 | Less than 1% |
| Brodsky Victor J | 62,341 | Less than 1% |
| Yankus William L | 84,972 | Less than 1% |
| Fernandez David Craven | 22,142 | Less than 1% |
| Patten Randy L | 45,981 | Less than 1% |
| Golden Meryl S. | 261,675 | 1.8% |
| Singh Manmohan | 19,228 | Less than 1% |
| Pasricha Pranav | 8,547 | Less than 1% |
| Tupper Floyd R | 118,476 | Less than 1% |
| All directors and executive officers as a group (10 persons) | 764,645 | 5.3% |
Kingstone Companies, Inc. reviews transactions with related persons, including its directors, executive officers, and their immediate family members, as part of its annual director and officer questionnaire process. The Company's fiscal period for purposes of this disclosure ended December 31, 2025. The persons covered by the questionnaire process include Meryl S. Golden (CEO, President), who serves as both a director and an officer; directors Thomas Newgarden, William L. Yankus, Manmohan Singh, Pranav Pasricha, and Floyd R. Tupper; and officers Minlei Chen (Chief Actuary and Senior VP), Victor J. Brodsky (Chief Accounting Officer), David Craven Fernandez (SVP, Chief Claims Officer), and Randy L. Patten (CFO, VP and Treasurer).
Based on the responses to the annual director and officer questionnaires for the period ended December 31, 2025, no reportable related party transactions were identified in the annual questionnaires. Accordingly, since the beginning of the last fiscal year, there has been no transaction, and there is no currently proposed transaction, in which the Company was or is to be a participant and in which any related person had or will have a direct or indirect material interest requiring disclosure under Item 404 of Regulation S-K.
The Company's policies and procedures for the review, approval, or ratification of transactions with related persons are set forth in [COMPLETE: name of written related person transaction policy or governing committee charter], and such transactions are reviewed by [COMPLETE: name of responsible board committee]. [COMPLETE: description of the standards applied by the committee in reviewing related person transactions and any transactions exempted from the policy]. The Company will continue to evaluate any transactions with related persons that may arise in the future in accordance with these procedures.
The following table sets forth information concerning the compensation of the principal executive officer (PEO) and the average compensation of the other named executive officers (non-PEO NEOs) of KINGSTONE COMPANIES, INC., together with total shareholder return and net income for each covered fiscal year.
| Year | Summary compensation table total for PEO (Meryl S. Golden) | Compensation actually paid to PEO (Meryl S. Golden) | Summary compensation table total for PEO (Barry B. Goldstein) | Compensation actually paid to PEO (Barry B. Goldstein) | Average summary compensation table total for non-PEO NEOs | Average compensation actually paid to non-PEO NEOs | Value of initial fixed $100 investment based on total shareholder return | Net income |
|---|---|---|---|---|---|---|---|---|
| 2025 | ||||||||
| 2024 | ||||||||
| 2023 |
Compensation actually paid moved in the same direction as total shareholder return over the covered fiscal years, reflecting the equity-linked portion of executive compensation.
Compensation actually paid did not track net income on a one-to-one basis over the covered fiscal years because equity award fair value changes are driven by share price rather than reported earnings.
Equity awards are granted on schedules approved by the compensation committee; the company does not time awards around the release of material nonpublic information.
Equity awards are granted on schedules approved by the compensation committee; the company does not time awards around the release of material nonpublic information.
Equity award grant timing is predetermined: Yes.
Material nonpublic information is considered when determining award timing: No.
MNPI disclosures were timed for the purpose of affecting compensation value: No.
The company has adopted insider trading policies and procedures: Yes.
Disclose other matters that may properly come before the meeting, if any.
Outline the form of proxy card: