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.
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.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Meryl Golden | $550,000 | $687,500 | $607,600 | $0 | $0 | $0 | $26,000 | $1,871,100 |
| Chief Executive Officer and President | ||||||||
| Randy Patten | 140,274 | 253,103 | 652,603 | 0 | 0 | 0 | 0 | 1,045,980 |
| Vice President, Chief Financial Officer and Treasurer | ||||||||
| Sarah Chen | 387,046 | 145,642 | 291,742 | 0 | 0 | 0 | 14,000 | 838,430 |
| 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.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Meryl Golden | $1,871,100 | $1,158,658 | — | +712,442 |
| Randy Patten | 1,045,980 | — | — | — |
| Sarah Chen | 838,430 | 708,094 | — | +130,336 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
No insider equity transactions reported since the proxy statement.
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Jennifer Gravelle | OTHER | — | — | — | — | — | $133,479 |
| Sarah Chen | RSA | — | — | — | — | — | 291,742 |
| Meryl Golden | OTHER | — | — | — | — | — | 136,500 |
| Randy Patten | RSA | — | — | — | — | — | 652,603 |
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.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Sarah Chen | Option | 10,000 | 2.25 | — |
| Meryl Golden | RSU | 40,000 | — | 673,200 |
| Randy Patten | RSU | 43,290 | — | 728,571 |
| Sarah Chen | RSU | 13,956 | — | 234,879 |
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 policy | true |
| Anti-hedging | true |
| Anti-pledging | false |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-08-05 | 7,012,944 | 151,777 | 762,700 | 97.88% | Passed |
| 2025 | 2025-08-06 | 5,517,003 | 324,524 | 20,804 | 94.11% | Passed |
| 2024 | 2024-08-07 | 4,752,903 | 147,129 | 14,183 | 96.72% | Passed |
| 2023 | 2023-08-09 | 3,784,529 | 1,475,775 | 40,652 | 71.39% | Passed |
| 2022 | 2022-08-11 | 4,347,970 | 2,605,978 | 125,153 | 61.42% | Passed |
| 2021 | 2021-08-10 | 6,149,746 | 652,114 | 110,731 | 88.96% | 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.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-08-05 | 97.88%a |
| 2025 | 2025-08-06 | 94.11%b |
| 2024 | 2024-08-07 | 96.72%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.
| Ratio (CEO : median employee) | — |
|---|---|
| CEO total compensation | — |
| Median employee compensation | — |
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Thomas NewgardenIndependent · Board Chair · Audit · Compensation · Risk (Chair) | $182,500 | $53,000 | $0 | — | $0 | $235,500 |
| Floyd R. TupperIndependent · Audit (Chair) · Nominating/Governance · Compensation | 75,000 | 53,000 | 0 | — | 0 | 128,000 |
| William L. YankusIndependent · Audit · Compensation (Chair) | 67,500 | 53,000 | 0 | — | 0 | 120,500 |
| Manmohan SinghIndependent · Nominating/Governance · Compensation · Investment and Capital (Chair) | 57,500 | 53,000 | 0 | — | 0 | 110,500 |
| Carla A. D'AndreIndependent · Not standing for re-election · Departed during FY | 38,985 | 53,000 | 0 | — | 0 | 91,985 |
| Timothy P. McFaddenIndependent · Not standing for re-election · Departed during FY | 37,489 | 53,000 | 0 | — | 0 | 90,489 |
| Pranav PasrichaIndependent · Nominating/Governance (Chair) · Newly elected | 26,119 | 21,350 | 0 | — | 0 | 47,469 |
| Meryl S. GoldenEmployee director | 0 | 0 | 0 | — | 0 | 0 |
| Annual cash retainer | — |
|---|---|
| Annual equity retainer | — |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 15,000 / 25,000 |
| Stock ownership guideline | — |
| Component | FY2025 |
|---|---|
| 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.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Kingstone Companies | 2025 | Meryl 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.
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.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Meryl Golden | DEF 14A | 2026-06-25 | 0000033992-26-000024 | Section “Summary Compensation Table”. As printed: 1,871,100. Filing ↗machine: r3 · c24 · span 66699–66708 |
| 2 | Section 01, Randy Patten | DEF 14A | 2026-06-25 | 0000033992-26-000024 | Section “Summary Compensation Table”. As printed: 1,045,980. Filing ↗machine: r9 · c24 · span 76267–76276 |
| 3 | Section 01, Sarah Chen | DEF 14A | 2026-06-25 | 0000033992-26-000024 | Section “Summary Compensation Table”. As printed: 838,430. Filing ↗machine: r6 · c24 · span 69976–69983 |
| 4 | Section 03, Jennifer Gravelle OTHER | DEF 14A | 2025-06-26 | 0000033992-26-000024 | Section “EXECUTIVE COMPENSATION” · grants of plan-based awards table. Filing ↗machine: span 184250–184253 |
| 5 | Section 03, Sarah Chen RSA | DEF 14A | — | 0000033992-26-000024 | Section “EXECUTIVE COMPENSATION” · grants of plan-based awards table. Filing ↗machine: t4 · r6 · c4 · span 68723–68730 |
| 6 | Section 03, Meryl Golden OTHER | DEF 14A | 2025-06-26 | 0000033992-26-000024 | Section “EXECUTIVE COMPENSATION” · grants of plan-based awards table. Filing ↗ |
| 7 | Section 03, Randy Patten RSA | DEF 14A | — | 0000033992-26-000024 | Section “EXECUTIVE COMPENSATION” · grants of plan-based awards table. Filing ↗machine: t4 · r9 · c4 · span 75018–75025 |
| 8 | Section 07, pay ratio | 10-K | 2026-03-16 | 0000033992-26-000013 | Section “CEO Pay Ratio”. As printed: —. Filing ↗ |
| 9 | Section 08, Thomas Newgarden | DEF 14A | 2026-06-25 | 0000033992-26-000024 | Section “Director Compensation”. As printed: 235,500. Filing ↗machine: t21 · r3 · c4 · span 224925–224933 |
| 10 | Section 08, Floyd R. Tupper | DEF 14A | 2026-06-25 | 0000033992-26-000024 | Section “Director Compensation”. As printed: 128,000. Filing ↗machine: t21 · r4 · c4 · span 225983–225991 |
| 11 | Section 08, William L. Yankus | DEF 14A | 2026-06-25 | 0000033992-26-000024 | Section “Director Compensation”. As printed: 120,500. Filing ↗machine: t21 · r5 · c4 · span 227168–227176 |
| 12 | Section 08, Manmohan Singh | DEF 14A | 2026-06-25 | 0000033992-26-000024 | Section “Director Compensation”. As printed: 110,500. Filing ↗machine: t21 · r6 · c4 · span 228267–228275 |
| 13 | Section 08, Carla A. D'Andre | DEF 14A | 2026-06-25 | 0000033992-26-000024 | Section “Director Compensation”. As printed: 91,985. Filing ↗ |
| 14 | Section 08, Timothy P. McFadden | DEF 14A | 2026-06-25 | 0000033992-26-000024 | Section “Director Compensation”. As printed: 90,489. Filing ↗machine: t21 · r8 · c4 · span 230556–230563 |
| 15 | Section 08, Pranav Pasricha | DEF 14A | 2026-06-25 | 0000033992-26-000024 | Section “Director Compensation”. As printed: 47,469. Filing ↗machine: t21 · r7 · c4 · span 229450–229457 |
| 16 | Section 08, Meryl S. Golden | DEF 14A | 2026-06-25 | 0000033992-26-000024 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 17 | Section 06, 2026 vote | Form 8-K | 2026-08-07 | 0001021771-26-000106 | Item 5.07 · say-on-pay result. As reported: 97.88% (votes for as printed: 7,012,944). Filing ↗ |
| 18 | Section 06, 2025 vote | Form 8-K | 2025-08-07 | 0001021771-25-000111 | Item 5.07 · say-on-pay result. As reported: 94.11% (votes for as printed: 5,517,003). Filing ↗ |
| 19 | Section 06, 2024 vote | Form 8-K | 2024-08-08 | 0001021771-24-000162 | Item 5.07 · say-on-pay result. As reported: 96.72% (votes for as printed: 4,752,903). Filing ↗ |
| 20 | Section 01 trend, Δ column (computed) | Computed | — | computed | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 21 | Section 09b board cost (computed) | Computed | — | computed | Cash 485,093 + equity 339,350 + all other 0 = 824,443, summed across the director compensation table rows.machine: formula: Σ = 824,443 |
| 22 | Kingstone Companies (subject), Section 10b CEO total | DEF 14A | 2026-06-25 | 0000033992-26-000024 | CEO total compensation as printed in Kingstone Companies's own proxy. As printed: 1,871,100. Filing ↗machine: r3 · c24 · span 66699–66708 |