Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-08-07

Kingstone Companies (KINS)

Fiscal year 2025 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.

$1,871,100
Meryl Golden total, FY2025
CEO pay percentile vs peers
CEO-to-median pay ratio
97.88%
Say-on-pay support, latest vote
Companies that benchmark against KINS
3 companies name KINS as a compensation peer

Each company listed discloses KINS in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named KINS in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.

01

Summary Compensation Table — fiscal year 2025

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Meryl Golden$550,000$687,500$607,600$0$0$0$26,000$1,871,100
Chief Executive Officer and President
Randy Patten140,274253,103652,60300001,045,980
Vice President, Chief Financial Officer and Treasurer
Sarah Chen387,046145,642291,74200014,000838,430
Chief Actuary; Senior Vice President, Kingstone Insurance Company

A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.

Three-year trend — total compensation per named executive

Named executive officerFY2025 totalFY2024 totalFY2023 totalΔ FY20242025
Meryl Golden$1,871,100$1,158,658+712,442
Randy Patten1,045,980
Sarah Chen838,430708,094+130,336

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

02

Equity transactions since the proxy statement was filed

No insider equity transactions reported since the proxy statement.

03

Grants of plan-based awards — fiscal year 2025

ExecutiveAwardGrant dateThresholdTargetGrantedMaximumGrant-date fair value
Jennifer GravelleOTHER$133,479
Sarah ChenRSA291,742
Meryl GoldenOTHER136,500
Randy PattenRSA652,603
03b

Vehicle mix — grant-date fair value by award type

Grant-level vehicle detail not disclosed.

% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.

04

Outstanding equity awards at fiscal year-end 2025

ExecutiveAwardShares unvestedExercise priceMarket value unvested
Sarah ChenOption10,0002.25
Meryl GoldenRSU40,000673,200
Randy PattenRSU43,290728,571
Sarah ChenRSU13,956234,879
05

Incentive-plan design — the Compensation Discussion & Analysis

The compensation structure established by our Compensation Committee is designed to attract and retain motivated executives who substantially contribute to our long-term success and the creation of stockholder value, to reward executives when we perform financially or operationally well, to align the financial interests of our executives with the interests of our stockholders, and to be competitive within our industry.

CEO STI target (% of salary)
CEO LTI target (% of salary)
Independent consultant
Clawback policytrue
Anti-hedgingtrue
Anti-pledgingfalse
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-08-057,012,944151,777762,70097.88%Passed
20252025-08-065,517,003324,52420,80494.11%Passed
20242024-08-074,752,903147,12914,18396.72%Passed
20232023-08-093,784,5291,475,77540,65271.39%Passed
20222022-08-114,347,9702,605,978125,15361.42%Passed
20212021-08-106,149,746652,114110,73188.96%Passed

Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.

Say-on-pay — history, company's computation

Meeting yearMeeting dateApproval — company's computation
20262026-08-0597.88%a
20252025-08-0694.11%b
20242024-08-0796.72%c

a. Voting standard not stated in the filing.

b. Approved under the standard stated in the filing — “Since each of Proposals 2 and 3 requires the affirmative approval of a majority of the shares of common stock present online or represented by proxy at the meeting and entitled to vote (assuming a quorum is present at the meeting), abstentions will have the effect of a negative vote while broker non-votes will have no effect.”.

c. Approved under the standard stated in the filing — “Since each of Proposals 2, 3 and 4 requires the affirmative approval of a majority of the shares of common stock present in person or represented by proxy at the meeting and entitled to vote (assuming a quorum is present at the meeting), abstentions will have the effect of a negative vote while broker non-votes will have no effect.”.

Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.

07

CEO pay ratio

Ratio (CEO : median employee)
CEO total compensation
Median employee compensation
08

Director compensation — fiscal year 2025

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
Thomas NewgardenIndependent · Board Chair · Audit · Compensation · Risk (Chair)$182,500$53,000$0$0$235,500
Floyd R. TupperIndependent · Audit (Chair) · Nominating/Governance · Compensation75,00053,00000128,000
William L. YankusIndependent · Audit · Compensation (Chair)67,50053,00000120,500
Manmohan SinghIndependent · Nominating/Governance · Compensation · Investment and Capital (Chair)57,50053,00000110,500
Carla A. D'AndreIndependent · Not standing for re-election · Departed during FY38,98553,0000091,985
Timothy P. McFaddenIndependent · Not standing for re-election · Departed during FY37,48953,0000090,489
Pranav PasrichaIndependent · Nominating/Governance (Chair) · Newly elected26,11921,3500047,469
Meryl S. GoldenEmployee director00000
09

Board fee structure and ownership guideline

Annual cash retainer
Annual equity retainer
Per board meeting fee
Committee chair fees (audit / comp / nom-gov)15,000 / 25,000
Stock ownership guideline
09b

Total cost of the board

ComponentFY2025
Cash retainers and fees$485,093
Equity awards (grant-date value)$339,350
All other compensation$0
Total cost of the board$824,443

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

10b

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1Kingstone Companies2025Meryl Golden$550,000$607,600$0$0$1,871,100

Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.

11

Source register

Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, Meryl GoldenDEF 14A2026-06-250000033992-26-000024Section “Summary Compensation Table”. As printed: 1,871,100. Filing ↗machine: r3 · c24 · span 66699–66708
2Section 01, Randy PattenDEF 14A2026-06-250000033992-26-000024Section “Summary Compensation Table”. As printed: 1,045,980. Filing ↗machine: r9 · c24 · span 76267–76276
3Section 01, Sarah ChenDEF 14A2026-06-250000033992-26-000024Section “Summary Compensation Table”. As printed: 838,430. Filing ↗machine: r6 · c24 · span 69976–69983
4Section 03, Jennifer Gravelle OTHERDEF 14A2025-06-260000033992-26-000024Section “EXECUTIVE COMPENSATION” · grants of plan-based awards table. Filing ↗machine: span 184250–184253
5Section 03, Sarah Chen RSADEF 14A0000033992-26-000024Section “EXECUTIVE COMPENSATION” · grants of plan-based awards table. Filing ↗machine: t4 · r6 · c4 · span 68723–68730
6Section 03, Meryl Golden OTHERDEF 14A2025-06-260000033992-26-000024Section “EXECUTIVE COMPENSATION” · grants of plan-based awards table. Filing ↗
7Section 03, Randy Patten RSADEF 14A0000033992-26-000024Section “EXECUTIVE COMPENSATION” · grants of plan-based awards table. Filing ↗machine: t4 · r9 · c4 · span 75018–75025
8Section 07, pay ratio10-K2026-03-160000033992-26-000013Section “CEO Pay Ratio”. As printed: —. Filing ↗
9Section 08, Thomas NewgardenDEF 14A2026-06-250000033992-26-000024Section “Director Compensation”. As printed: 235,500. Filing ↗machine: t21 · r3 · c4 · span 224925–224933
10Section 08, Floyd R. TupperDEF 14A2026-06-250000033992-26-000024Section “Director Compensation”. As printed: 128,000. Filing ↗machine: t21 · r4 · c4 · span 225983–225991
11Section 08, William L. YankusDEF 14A2026-06-250000033992-26-000024Section “Director Compensation”. As printed: 120,500. Filing ↗machine: t21 · r5 · c4 · span 227168–227176
12Section 08, Manmohan SinghDEF 14A2026-06-250000033992-26-000024Section “Director Compensation”. As printed: 110,500. Filing ↗machine: t21 · r6 · c4 · span 228267–228275
13Section 08, Carla A. D'AndreDEF 14A2026-06-250000033992-26-000024Section “Director Compensation”. As printed: 91,985. Filing ↗
14Section 08, Timothy P. McFaddenDEF 14A2026-06-250000033992-26-000024Section “Director Compensation”. As printed: 90,489. Filing ↗machine: t21 · r8 · c4 · span 230556–230563
15Section 08, Pranav PasrichaDEF 14A2026-06-250000033992-26-000024Section “Director Compensation”. As printed: 47,469. Filing ↗machine: t21 · r7 · c4 · span 229450–229457
16Section 08, Meryl S. GoldenDEF 14A2026-06-250000033992-26-000024Section “Director Compensation”. As printed: 0. Filing ↗
17Section 06, 2026 voteForm 8-K2026-08-070001021771-26-000106Item 5.07 · say-on-pay result. As reported: 97.88% (votes for as printed: 7,012,944). Filing ↗
18Section 06, 2025 voteForm 8-K2025-08-070001021771-25-000111Item 5.07 · say-on-pay result. As reported: 94.11% (votes for as printed: 5,517,003). Filing ↗
19Section 06, 2024 voteForm 8-K2024-08-080001021771-24-000162Item 5.07 · say-on-pay result. As reported: 96.72% (votes for as printed: 4,752,903). Filing ↗
20Section 01 trend, Δ column (computed)ComputedcomputedΔ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
21Section 09b board cost (computed)ComputedcomputedCash 485,093 + equity 339,350 + all other 0 = 824,443, summed across the director compensation table rows.machine: formula: Σ = 824,443
22Kingstone Companies (subject), Section 10b CEO totalDEF 14A2026-06-250000033992-26-000024CEO total compensation as printed in Kingstone Companies's own proxy. As printed: 1,871,100. Filing ↗machine: r3 · c24 · span 66699–66708