Timothy P. McFadden 310 8th Avenue N. Saint Petersburg, Florida 3,265(3) | * | | | | | | | RenaissanceRe Ventures Ltd. Renaissance Other Investments Holding II Ltd. RenaissanceRe Holdings Ltd. Renaissance House 12 Crow Lane Pembrooke HM19 Bermuda | 595,238 (7)(8)(6)
| 7.5%5.5% | | | | Eidelman Virant Capital, Inc.
8000 Maryland Avenue, Suite 380
St. Louis, Missouri
| 492,227 (7)
| 6.2% | | | | Ronin Capital, LLC
350 N. Orleans Street, Suite 2N
Chicago, Illinois
| 471,166
(7)
| 6.0% | | | | Wedbush Opportunity Capital, LLC
Wedbush Opportunity Partners, LP
1000 Wilshire Boulevard
Los Angeles, California
| 454,051
(7)(9)
| 5.7% | | | | All executive officers and directors as a group (89 persons) | 1,934,702 955,684(1)(2)(3)(4)(5)(6)(10) | 23.8%8.9% |
____________________
* Less than 1%.
(1) | Based upon Schedule 13DThe information regarding Mr. Goldstein is based solely on publicly available information filed underwith the Securities and Exchange ActCommission (the “SEC”). Includes 73,168 shares of 1934, as amended (the “Exchange Act”), and/or other information that is publicly available.common stock owned by Mr. Goldstein's wife. Mr. Goldstein has sole voting and dispositive power over 585,026 shares of common stock and shared voting and dispositive power over 73,168 shares of common stock. | | | (2) | Includes (i) 35,90032,270 shares held in retirement trusts forowned by Mr. Tupper’s wife. Mr. Tupper has sole voting and dispositive power over 28,827 shares of common stock and shared voting and dispositive power over 32,270 shares of common stock. | | | (3) | Includes 265 shares issuable upon the benefitvesting of Mr. Goldstein, (ii) 187,500restricted stock within 60 days. | | | (4) | Includes 556 shares issuable upon the vesting of restricted stock within 60 days. | | | (5) | Includes 7,000 shares issuable upon the exercise of options that are exercisable currently or within 60 days and (iii) 144,161 shares owned by Mr. Goldstein’s wife. The inclusion of the shares owned by Mr. Goldstein’s wife shall not be construed as an admission that Mr. Goldstein is, for purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of such shares. | | | (3) | Pursuant to Schedule 13D, as amended, filed under the Exchange Act, includes (i) 113,000 shares owned jointly by Mr. Seibald and his wife, Stephanie Seibald; (ii) 174,824 shares held in a retirement trust for the benefit of Mr. Seibald; and (iii) 100,000 shares owned by SDS Partners I, Ltd. for which Mr. Seibald serves as a general partner. Mr. Seibald has sole voting and dispositive power over 195,147 shares and shared voting and dispositive power over 213,000 shares. The inclusion of shares that Mr. Seibald does not directly own shall not be deemed an admission that Mr. Seibald is, for purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of such shares. |
| | | (4) | Includes (i) 27,467 shares held in a retirement trust for the benefit of Mr. Tupper and (ii) 44,037 shares owned by Mr. Tupper’s wife or a retirement trust for her benefit. The inclusion of the shares owned by Mr. Tupper’s wife and the retirement trust for her benefit shall not be construed as an admission that Mr. Tupper is, for purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of such shares. | | | (5) | Includes 15,000334 shares issuable upon the exercisevesting of currently exercisable options.restricted stock within 60 days. | | | (6) | Represents shares issuable upon the exercise of currently exercisable options. | | | (7) | Based upon Schedule 13G, as amended, filed under the Exchange Act. | | | (8) | Pursuant to Schedule 13G,The information regarding RenaissanceRe Ventures Ltd. (“RenaissanceRe Ventures”), a wholly owned subsidiary of Renaissance Other Investments HoldingsHolding II Ltd. ("(“ROIHL II"II”), a wholly owned subsidiary of and RenaissanceRe Holdings Ltd. (“RenaissanceRe Holdings”), is based solely on a Schedule 13G/A filed by such reporting persons with the SEC on February 14, 2019 (the “Renaissance 13G/A”). According to the Renaissance 13G/A, RenaissanceRe Ventures, ROIHL II and RenaissanceRe Holdings each have shared voting and dispositive power over the 595,238 shares. RenaissanceRe Ventures, ROIHL II and RenaissanceRe Holdings each may be deemed to beneficially own the 595,238 shares. | | | (9) | Pursuant to Schedule 13G, (i) Wedbush Opportunity Partners, L.P. (the “Fund”) and Wedbush Opportunity Capital, LLC (the “General Partner”), as the general partnershares of the Fund, each have sole voting and dispositive power over 415,551 shares; (ii) the General Partner has shared voting and dispositive power over the remaining 38,500 shares; (iii) the 454,051 shares are held directly by the Fund and accounts under management by the General Partner for the benefit of the Fund's investors; (iv) the 454,051 shares may be deemed to be indirectly beneficially owned by the General Partner, as the general partner of the Fund; and (v) the General Partner disclaims beneficial ownership of the shares owned by the Fund, except to the extent of any pecuniary interest therein. | | | (10) | Includes 7,500 shares issuable upon the exercise of currently exercisable options.common stock. |
PROPOSAL 1: ELECTION OF DIRECTORS
FiveSeven directors are to be elected at the meeting to serve until the next annual meeting of stockholders and until their respective successors shall have been elected and have qualified.
Our Restated Certificate of Incorporation provides for cumulative voting of shares for the election of directors. This means that each stockholder has the right to cumulate his votes and give to one or more nominees as many votes as equals the number of directors to be elected (five)(seven) multiplied by the number of shares he is entitled to vote. A stockholder may therefore cast his votes for one nominee or distribute them among two or more of the nominees. Nominees for Directors All fiveSeven of the nominees are currently members of our Board of Directors. The following table sets forth each nominee’s age as of June 15, 2016,14, 2019, the positions and offices presently held by him or her with us, and the year in which he or she became a director. The Board of Directors recommends a vote FOR all nominees. The person named as proxy intends to vote cumulatively all shares represented by proxies equally among all nominees for election as directors, unless proxies are marked to the contrary.
Name | Age | Positions and Offices Held | Director Since | Age | Positions and Offices Held | Director Since | | | | | | | | | | | | | | | Barry B. Goldstein | 63 | President, Chairman of the Board, Chief Executive Officer and Director | 2001 | 66 | Executive Chairman of the Board and Director | 2001 | Dale A. Thatcher | | 57 | President, Chief Executive Officer, and Director | 2017 | Jay M. Haft | 80 | Director | 1989 | 84 | Director | 1989 | Jack D. Seibald | 55 | Director | 2004 | | Floyd R. Tupper | 61 | Secretary and Director | 2014 | 65 | Secretary and Director | 2014 | William L. Yankus | 56 | Director | 2016 | 60 | Director | 2016 | Carla A. D’Andre | | 63 | Director | 2017 | Timothy P. McFadden | | 56 | Director | 2018 |
Barry B. Goldstein On October 16, 2018, the Company announced that Mr. Goldstein haswould step down as Chief Executive Officer, effective January 1, 2019. Additionally, the Company announced that Mr. Goldstein, current Chairman of the Board of Directors of the Company, had been named Executive Chairman. Mr. Goldstein served as our President, Chief Executive Officer, Chairman of the Board, and a director since March 2001. He served as our Chief Financial Officer from March 2001 to November 2007 and as our Treasurer from May 2001 to August 2013. Since January 2006, Mr. Goldstein has served as Chairman of the Board of Kingstone Insurance Company (“KICO”) (formerly known as Commercial Mutual Insurance Company), a New York property and casualty insurer, as well as Chairman of its Executive Committee. Mr. Goldstein has served as Chief Investment Officer of KICO since August 2008 and as its President and Chief Executive Officer since January 2012. He was Treasurer of KICO from March 2010 through September 2010. Effective July 1, 2009, we acquired a 100% equity interest in KICO. From 1997 to 2004, Mr. Goldstein served as President of AIA Acquisition Corp., which operated insurance agencies in Pennsylvania and which sold substantially all of its assets to us in 2003. Mr. Goldstein is a Certified Public Accountant (inactive).Mr. Goldstein received his B.A. and M.B.A. from the State University of New York at Buffalo. We believe that Mr. Goldstein’s extensive experience in the insurance industry, including his executive-level service as Chairman of the Board ofwith KICO since 2006, and as its Chief Investment Officer since 2008, give him the qualifications and skills to serve as one of our directors. Dale A. Thatcher On October 16, 2018, the Company announced that Mr. Thatcher would succeed Mr. Goldstein as Chief Executive Officer, effective January 1, 2019. Mr. Thatcher was elected our Chief Operating Officer and KICO’s President in March 2018. Mr. Thatcher is the founder of Atherstone Partners, a consulting practice in insurance and investments. Prior to starting Atherstone in September 2016, Mr. Thatcher was Executive Vice President and Chief Financial Officer for Selective Insurance Group, Inc. where he worked from April 2000 to September 2016 and previously Chief Accounting Officer for the Ohio Casualty Group. He is a certified public accountant (inactive), a chartered property and casualty underwriter and a chartered life underwriter. Mr. Thatcher has served as one of our directors since August 2017. He is an alumnus of the University of Cincinnati and Harvard University. We believe that Mr. Thatcher’s executive-level experience in the insurance industry gives him the qualifications and skills to serve as one of our directors.
Jay M. Haft Mr. Haft served for more than 15 years as a personal advisor to Victor Vekselberg, a Russian entrepreneur with considerable interests in oil, aluminum, utilities and other industries. Mr. Haft is a partner at Columbus Nova, the U.S.-based investment and operating arm of Mr. Vekselberg’s Renova Group of companies. Mr. Haft is also a strategic and financial consultant for growth stage companies. He is active in international corporate finance and mergers and acquisitions as well as in the representation of emerging growth companies. Mr. Haft has extensive experience in the Russian market, in which he has worked on growth strategies for companies looking to internationalize their business assets and enter international capital markets. He has been a founder, consultant and/or director of numerous public and private corporations, and served as Chairman of the Board of Dusa Pharmaceuticals, Inc. Mr. Haft serves on the Board of Neurotrope, Inc., SpA, the United States-Russian Business Counsel and The Link of Times Foundation and The Mariinski Foundation and is an advisor to Montezemolo & Partners. He has been instrumental in strategic planning and fundraising for a variety of Internet and high-tech, leading edge medical technology and marketing companies over the years. Mr. Haft isserved as counsel to Reed Smith, an international law firm, as well as several other law and accounting firms.firm. Mr. Haft is a past member of the Florida Commission for Government Accountability to the People, a past national trustee and Treasurer of the Miami City Ballet, and a past Board member of the Concert Association of Florida. He is also a past trustee of Florida International University Foundation and previously served on the advisory board of the Wolfsonian Museum and Florida International University Law School. Mr. Haft served as our Vice Chairman of the Board from February 1999 until March 2001. From October 1989 to February 1999, he served as our Chairman of the Board and he has served as one of our directors since 1989.1989 (serving as Chairman of our Nominating and Corporate Governance Committee since 2010). Mr. Haft received B.A. and LL.B. degrees from Yale University. We believe that Mr. Haft’s corporate finance, business consultation, legal and executive-level experience, as well as his service on the Board of KICO since 2009, give him the qualifications and skills to serve as one of our directors. Jack D. Seibald
Mr. Seibald is Managing Director – Global Co-Head of Prime Brokerage Services of Cowen Prime Services, LLC. Mr. Seibald co-founded Concept Capital Markets, LLC (“Concept Capital”) and, until its acquisition by Cowen Group, Inc., served as a Managing Member of the firm. During his tenure with Concept Capital, Mr. Seibald was involved in the management of all aspects of the firm’s operations, with a particular emphasis on business and client development and legal matters. Mr. Seibald also served as a member of the Board of Managers of Concept Capital Holdings, LLC, the former parent of Concept Capital, Concept Capital Administration, LLC, which provided administrative services to Concept Capital and its affiliates, and ConceptONE, LLC, which provides risk and performance analytic solutions, middle and back office support services, and regulatory reporting services to investment managers. Mr. Seibald had been affiliated with Concept Capital and its predecessors since 1995 and has extensive experience in prime brokerage, investment management, and investment research dating back to 1983. From 1997 to 2005, Mr. Seibald was also a Managing Member of Whiteford Advisors, LLC, an investment management firm, where as co-founder, he co-managed several pools of funds. He began his career at Oppenheimer & Co. as an equity analyst covering the retailing industry and has also been affiliated with Salomon Brothers and Morgan Stanley & Co in similar positions. Mr. Seibald also operated The Seibald Report, Inc., an independent research firm specializing in the retailing sector. He holds an M.B.A. from Hofstra University and a B.A. from George Washington University. Mr. Seibald has served as one of our directors since 2004. In January 2008, the Financial Industry Regulatory Authority (“FINRA”) imposed a $100,000 fine and 20-day suspension on Mr. Seibald in connection with the settlement of a FINRA action against Sanders Morris Harris Inc. and Mr. Seibald, among others. FINRA had found that Mr. Seibald had improperly received compensation from a profit pool derived, in part, from commissions on trading by a hedge fund for which he served as a manager. We believe that Mr. Seibald’s corporate finance and executive-level experience, as well as his service on the Board of KICO since 2006 (including his service as Chairman of its Investment Committee), give him the qualifications and skills to serve as one of our directors.
Floyd R. Tupper Mr. Tupper is a certified public accountant in New York City. For over 30 years, Mr. Tupper has counseled high-net worth individuals by creating tax planning strategies to achieve their goals as well as those of their families. He has also helped small businesses by developing business strategies to meet their current and future needs. He began his career in public accounting with Ernst & Young LLP prior to becoming self-employed. Mr. Tupper holds an M.B.A. in Taxation from the New York University Stern School of Business and a B.S. from New York University. Mr. Tupper has served as a director of KICO, and Chairman of its Audit Committee, since 2006. He also serves as a member of its Investment Committee. From 1990 until 2010, Mr. Tupper served as a Trustee of The Acorn School in New York City. He was also a member of the school’s Executive Committee and served as its Treasurer from 1990 to 2010. Mr. Tupper is a member of the American Institute of Certified Public Accountants and the New York State Society of Certified Public Accountants. He has served as one of our directors and Chairman of our Audit Committee since June 2014 and as our Secretary since June 2015. We believe that Mr. Tupper’s accounting experience, as well as his service on the Board of KICO since 2006 (including his service as Chairman of its Audit Committee), give him the qualifications and skills to serve as one of our directors.
William L. Yankus
Mr. Yankus brings to the Board over 30 years’ experience in the insurance industry. Since DecemberSeptember 2015, Mr. Yankus has served as Managing Director at Stonybrook Capital, a merchant banker focused on the insurance industry, and since September 2015 has provided insurance-related consulting services through Pheasant Hill Advisors, LLC. From 2011 to 2015, he was Managing Director – Investment Banking at Stern Agee where he focused on small and mid-sized insurers. Mr. Yankus served as Managing Director-Insurance Research at Fox-Pitt, Kelton from 1993 to 2009 and then as Head of Insurance Research at its successor, Macquerie, from 2009 to 2010. Mr. Yankus served as Vice President, Insurance Research at Conning & Company from 1985 to 1993. He is a chartered financial analystcompleted the CFA program in 1989 and a member of The CFA Institute andpassed the American Institute of Financial Analysts.CT uniform CPA exam in 1984. Mr. Yankus has served as one of our directors since March 2016.2016 and Chairman of our Compensation Committee since April 2017. He received his B.A. degree in Economics and Accounting from The College of the Holy Cross. We believe that Mr. Yankus’ executive level experience in the insurance industry gives him the qualifications and skills to serve as one of our directors. Carla A. D’Andre Ms. D’Andre has more than 40 years of experience in the insurance industry. Since 2009, Ms. D’Andre has been Chairman, CEO and President of D’Andre Insurance Group, Inc., which she co-founded. D’Andre Insurance Group, Inc. is the parent of two independent insurance agencies. Prior to co-founding D’Andre Insurance Group, Ms. D’Andre held executive-level roles at several companies in the insurance industry, including Executive Vice President, Head – Global Corporate Practice and Member – Partner’s Council at Willis Group Holdings plc, a multinational risk advisor, insurance brokerage and reinsurance brokerage company; Managing Director and Strategic Account Manager at AON Risk Services, a global provider of risk management solutions; Chief Operating Officer at XL Capital’s insurance and technology start-up firm, Inquis Logic Inc.; Member of Senior Management and Managing Director of Swiss Re New Markets and Director of Alternative Markets at Swiss ReAmerica, affiliates of Swiss Reinsurance Company Ltd, a global reinsurance company; Senior Vice President of Sedgwick North America, an insurance brokerage firm; and Vice President of Johnson & Higgins, an insurance brokerage firm. Ms. D’Andre serves in senior capacities in several insurance industry groups. In January 2019 she was elected by her peers to a three-year term as a member of The Institutes’ CPCU Society Leadership Council. She also serves as a member of the Executive Advisory Council of St. John’s University School of Risk Management, Insurance and Actuarial Science. She has served as one of our directors since May 2017 and currently serves as Co-Chair of our Finance Committee. Ms. D’Andre has an M.B.A. from Pace University’s Lubin School of Business and a B.B.A. from St. John’s University’s School of Risk Management, Insurance and Actuarial Science. We believe that Ms. D’Andre’s extensive experience in multiple capacities in the insurance industry gives her the qualifications and skills to serve as one of our directors.
Timothy P. McFadden Mr. McFadden has more than 27 years of experience in the insurance industry. Since 2012, Mr. McFadden has served as CEO and President of State Farm Indemnity Auto Insurance Company and Senior Vice President of State Farm Insurance, Eastern Market Area. Since 2015, he has also served as CEO and President of State Farm Florida Fire Company. Mr. McFadden served as Senior Vice President of State Farm Insurance Companies, Southern Zone from 2008 to 2011 and Senior Vice President of State Farm Insurance Companies, Southern & Mid Atlantic Zones from 2011 to 2013. He is a member of the Board of State Farm Indemnity Auto Insurance Company, Local Initiatives Support Corporation, American College Ethics Board, State Farm Florida Fire Company, Top Layer Reinsurance and Florida Council of 100. Mr. McFadden received his B.S. degree from the United States Military Academy at West Point and his J.D. from Stetson College of Law. He also completed the General Management Program at Harvard Business School and received his Chartered Life Underwriter Designation from The American College of Financial Services. We believe that Mr. McFadden's executive level experience in the insurance industry gives him the qualifications and skills to serve as one of our directors. Family Relationships There are no family relationships among any of our executive officers and directors. See related party transactions below. Term of Office Each director will hold office until the next annual meeting of stockholders and until his or her successor is elected and qualified or until his or her earlier resignation or removal. Each executive officer will hold office until the initial meeting of the Board of Directors following the next annual meeting of stockholders and until his successor is elected and qualified or until his earlier resignation or removal. Committees Audit Committee The Audit Committee of the Board of Directors is responsible for overseeing our accounting and financial reporting processes and the audits of our financial statements. The responsibilities and duties of the Audit Committee include the following: · | assist the Board of Directors in fulfilling its responsibilities by reviewing the financial reports provided by us to the Securities and Exchange Commission, our stockholders or to the general public, and our internal financial and accounting controls, |
● assist the Board of Directors in fulfilling its responsibilities by reviewing the financial reports provided by us to the SEC, our stockholders or to the general public, and our internal financial and accounting controls,
· | oversee the appointment, compensation and retention of, and the work performed by, any independent public accountants engaged by us, |
· | recommend, establish and monitor procedures designed to improve the quality and reliability of the disclosure of our financial condition and results of operations, |
· | recommend, establish and monitor procedures designed to facilitate: |
· | the receipt, retention and treatment of complaints relating to accounting, internal accounting controls or auditing matters, and
|
● · | oversee the appointment, compensation and retention of, and the work performed by, any independent public accountants engaged by us,● recommend, establish and monitor procedures designed to improve the quality and reliability of the disclosure of our financial condition and results of operations, and ● recommend, establish and monitor procedures designed to facilitate: ■ the receipt, retention and treatment of complaints relating to accounting, internal accounting controls or auditing matters, and ■ the receipt of confidential, anonymous submissions by employees of concerns regarding questionable accounting or auditing matters. |
The members of our Board’s Audit Committee currently are Messrs. Tupper, Haft, SeibaldMcFadden and Yankus. Our Board has adopted a written charter for the Audit Committee. A copy of the charter is available on our website, www.kingstonecompanies.com.
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee of the Board of Directors is responsible for assisting the Board in identifying and recruiting qualified individuals to become Board members, selecting director nominees to be presented for Board and/or stockholder approval, identifying members of the Board to serve on each Board committee, identifying individuals to serve as officers and developing corporate governance guidelines.
The members of the Nominating and Corporate Governance Committee currently are Messrs. Haft, Seibald, TupperMr. McFadden, Ms. D’Andre and Yankus.Mr. Tupper. Our Board has adopted a written charter for the Nominating and Corporate Governance Committee. A copy of the charter is available on our website, www.kingstonecompanies.com.
While the Nominating and Corporate Governance Committee does not have a formal policy on diversity for members of the Board of Directors, the Nominating and Corporate Governance Committee considers diversity of background, experience and qualifications in evaluating prospective Board members. The Nominating and Corporate Governance Committee will consider qualified director candidates recommended by stockholders if such recommendations are provided in accordance with the procedures set forth in the section entitled “Stockholder Proposals - Stockholder Nominees” below. The Nominating and Corporate Governance Committee evaluates all candidates based upon, among other factors, a candidate’s financial literacy, knowledge of our industry, other relevant background experience, judgment, skill, integrity, the interplay of a candidate’s experience with the experience of other Board members, ‘independence’ (for purposes of compliance with the rules of the SEC and the NASDAQNasdaq Marketplace Rules), and willingness, ability and availability for service. After conducting an initial evaluation of a prospective nominee, the Nominating and Corporate Governance Committee will interview that candidate if it believes the candidate might be suitable to be a director. The Nominating and Corporate Governance Committee may also ask the candidate to meet with management. If the Nominating and Corporate Governance Committee believes a candidate would be a valuable addition to our Board of Directors, it may recommend to the full Board that candidate's nomination and election. At this time, the Nominating and Corporate Governance Committee has not adopted minimum criteria for consideration of a proposed candidate for nomination.
Compensation Committee The Compensation Committee of the Board of Directors is responsible for the management of our business and affairs with respect to the compensation of our employees. The responsibilities and duties of the Compensation Committee include the following:
· | review and approve the compensation of our Chief Executive Officer, |
● review and approve the compensation of our Chief Executive Officer,
· | make recommendations to our Board regarding the compensation of all other executive officers, |
· | review, and make recommendations to our Board regarding, incentive compensation plans and equity-based plans, and where appropriate or required, recommend for approval by our stockholders, which includes the ability to adopt, amend and terminate such plans, |
· | administer our incentive compensation plans and equity-based plans, including designating the employees to whom awards are to be granted, the amount of the award or equity to be granted and the terms and conditions applicable to each award or grant, subject to the provisions of each plan, |
· | review, and make recommendations to our Board regarding, employment agreements and severance arrangements or plans, including any benefits to be provided in connection with a change in control, for our Chief Executive Officer and other executive officers, which includes the ability to adopt, amend and terminate such agreements, arrangements or plans, |
make recommendations to our Board regarding the compensation of all other executive officers,
· | review, and make recommendations to our Board regarding, all employee benefit plans, which includes the ability to adopt, administer, amend and terminate such plans, |
● review, and make recommendations to our Board regarding, incentive compensation plans and equity-based plans, and where appropriate or required, recommend for approval by our stockholders, which includes the ability to adopt, amend and terminate such plans,
· | review director compensation for service on our Board and Board committees and recommend any changes to our Board. |
● administer our incentive compensation plans and equity-based plans, including designating the employees to whom awards are to be granted, the amount of the award or equity to be granted and the terms and conditions applicable to each award or grant, subject to the provisions of each plan, ● review, and make recommendations to our Board regarding, employment agreements and severance arrangements or plans, including any benefits to be provided in connection with a change in control, for our Chief Executive Officer and other executive officers, which includes the ability to adopt, amend and terminate such agreements, arrangements or plans, ● review, and make recommendations to our Board regarding, all employee benefit plans, which includes the ability to adopt, administer, amend and terminate such plans, and ● review director compensation for service on our Board and Board committees and recommend any changes to our Board. The members of the Compensation Committee currently are Messrs. Seibald,Yankus, Haft and Tupper.Tupper and Ms. D’Andre. Our Board has adopted a written charter for the Compensation Committee. A copy of the charter is available on our website,www.kingstonecompanies.com. The Compensation Committee may form and delegate authority to subcommittees and may delegate authority to one or more designated members of the Compensation Committee. Our Chief Executive Officer assists the Compensation Committee from time to time by advising on a variety of compensation matters, such as assisting the Compensation Committee in determining appropriate salaries and bonuses for our executive officers. The Compensation Committee has the authority to consult with management and to engage the services of outside advisors, experts and others to assist it in its efforts. Finance Committee The Finance Committee of the Board of Directors is responsible for financial oversight of the company including budgeting, financial planning, financial reporting, and the creation and monitoring of internal controls and accountability policies. The members of the Finance Committee currently are Ms. D’Andre, and Messrs. Haft, Yankus and McFadden.
Board Leadership Structure and Role in Risk Oversight Our Board of Directors as a whole is responsible for our risk oversight. Our executive officers address and discuss with our Board of Directors our risks and the manner in which we manage or mitigate such risks. While our Board of Directors has the ultimate responsibility for our risk oversight, our Board of Directors works in conjunction with its committees on certain aspects of its risk oversight responsibilities. In particular, our Audit Committee focuses on financial reporting risks and related controls and procedures and our Compensation Committee strives to create compensation practices that do not encourage excessive levels of risk taking that would be inconsistent with our strategies and objectives. On March 19, 2019, the Company Chief Information Security Officer presented the Company’s Cybersecurity Program to the Board and the Board approved same. SinceFrom 2001 to January 1, 2019, Barry B. Goldstein has served as our Chief Executive Officer and Chairman of the Board. We do not currently have a lead independent director.Effective January 1, 2019, Mr. Goldstein was named Executive Chairman and Mr. Thatcher succeeded Mr. Goldstein as Chief Executive Officer. At this time, our Board of Directors believes that Mr. Goldstein’s combinedrole as Executive Chairman of our Board and Mr. Thatcher’s role as Chief Executive Officer and Chairman of our Board enables us to benefit from Mr. Goldstein’stheir significant institutional and industry knowledge and experience, while at the same time promoting unified leadership and direction for our Board and executive management without duplication of effort and cost.management. Given our history, position, Board composition and the relatively small size of our company and management team, at this time, our Board believes that we and our stockholders are best served by our current leadership structure.
Report of the Audit Committee In overseeing the preparation of the financial statements of the Company as of December 31, 20152018 and for the years ended December 31, 20152018 and 2014,2017, the Audit Committee met with management to review and discuss all financial statements prior to their issuance and to discuss significant accounting issues. Management advised the Audit Committee that all financial statements were prepared in accordance with generally accepted accounting principles, and the Audit Committee discussed the statements with management. The Audit Committee also discussed with Marcum LLP, (“Marcum”) the Company’s outside auditors, (“Marcum”), the matters required to be discussed by Public Company Accounting Oversight BoardBoard’s Auditing Standard No. 16,1301, Communications Withwith Audit Committees, as currently in effect. The Audit Committee received the written disclosures and the letter from Marcum required by applicable requirements of the Public Company Accounting Oversight Board regarding Marcum’s communications with the Audit Committee concerning independence and the Audit Committee discussed Marcum’s independence with Marcum. On the basis of these reviews and discussions, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015,2018, for filing with the Securities and Exchange Commission.
Members of the Audit Committee
Floyd R. Tupper Jay M. HaftTimothy McFadden
Jack D. SeibaldWilliam L. Yankus
Meetings Our Board of Directors held fivefour meetings during the fiscal year ended December 31, 2015.2018. The Audit Committee of the Board of Directors held four meetings during the fiscal year ended December 31, 2015.2018. The Nominating and Corporate Governance Committee of the Board of Directors held one meeting during the fiscal year ended December 31, 2018. The Compensation Committee of the Board of Directors held two meetings during the fiscal year ended December 31, 2015.2018. The CompensationFinance Committee of the Board of Directors held one meetingdid not meet during the fiscal year ended December 31, 2015.2018. During 2015,2018, all of our then directors attended all of the meetings of the Board and all of the meetings of the committees on which they served.served with the exception of Mr. Haft who missed one Board meeting. We do not have a formal policy regarding director attendance at our annual meeting of stockholders. However, all directors are encouraged to attend. Each of our directors was in attendance at last year’s annual meeting of stockholders. Communications with Board of Directors Any security holder who wishes to communicate with our Board of Directors or a particular director should send the correspondence to the Board of Directors, Kingstone Companies, Inc., 15 Joys Lane, Kingston, New York 12401, Attention: Corporate Secretary. Any such communication so addressed will be forwarded by the Corporate Secretary to the members or a particular member of the Board. Audit Committee Financial Expert
Our Board of Directors has determined that Mr. Tupper is an “audit committee financial expert,” as that term is defined in Item 407(d)(5) of Regulation S-K.applicable Nasdaq listing standards and federal securities rules and regulations, and that Mr. Tupper is an “independent director” basedindependent under applicable Nasdaq listing standards and federal securities rules and regulations on the definitionindependence of independence in Listing Rule 5605(a)(2) of The Nasdaq Stock Market.audit committee members.
Section 16(a) Beneficial Ownership Reporting Compliance Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”) requires that reports of beneficial ownership of common shares and changes in such ownership be filed with the Securities and Exchange CommissionSEC by Section 16 “reporting persons,” including directors, certain officers, holders of more than 10% of the outstanding common shares and certain trusts of which reporting persons are trustees. We are required to disclose in this proxy statement each reporting person whom we know to have failed to file any required reports under Section 16 on a timely basis during the fiscal year ended December 31, 2015.2018. To our knowledge, based solely on a review of copies of Forms 3, 4 and 5 filed with the Securities and Exchange CommissionSEC and written representations that no other reports were required, during the fiscal year ended December 31, 2015,2018, our officers, directors and 10% stockholders complied with all Section 16(a) filing requirements applicable to them.them, except that Mr. Walden filed one Form 4 late reporting one transaction. Director Independence Board of Directors Our Board of Directors is currently comprised of Barry B. Goldstein, Dale A. Thatcher, Jay M. Haft, Jack D. Seibald, Floyd R. Tupper, and William L. Yankus. EachYankus, Timothy P. McFadden and Carla A. D’Andre. Our Board of Directors has determined that each of Messrs. Haft, Seibald, Tupper, McFadden and Yankus and Ms. D’Andre is currently an “independent director” based on the definition of independence in Listing Rule 5605(a)(2) of Theunder applicable Nasdaq Stock Market.listing standards and federal securities rules and regulations. Audit Committee The members of our Board’s Audit Committee currently are Messrs. Tupper, Haft, SeibaldMcFadden and Yankus, each of whom is an “independent director” based on the definition of independence in Listing Rule 5605(a)(2) of Theunder applicable Nasdaq Stock Marketlisting standards and Rule 10A-3(b)(1) under the Exchange Act.federal securities rules and regulations. Nominating and Corporate Governance Committee The members of our Board’s Nominating and Corporate Governance Committee currently are Messrs. Haft, Seibald,Mr. McFadden, Mr. Tupper and Yankus,Ms. D’Andre, each of whom is an “independent director” based on the definition of independence in Listing Rule 5605(a)(2) of Theunder applicable Nasdaq Stock Market.listing standards and federal securities rules and regulations. Compensation Committee The members of our Board’s Compensation Committee currently are Messrs. Seibald,Yankus, Haft and Tupper and Ms. D’Andre, each of whom is an “independent director” basedunder applicable Nasdaq listing standards and federal securities rules and regulations. Finance Committee The members of the Finance Committee currently are Ms. D’Andre, and Messrs. Haft, Yankus and McFadden, each of whom is an “independent director” under applicable Nasdaq listing standards and federal securities rules and regulations.
Related Party Transactions Given the low frequency of related party transactions the Company has not formally adopted procedures for review of, or standards for approval of such transactions however, the Board of Directors reviews related party transactions on a case-by-case basis. The daughter of Barry Goldstein, Amanda Goldstein, is employed as Investor Relations Director by the definitionCompany and serves as vice president of independencea subsidiary of the Company. For the fiscal year ending December 31, 2018, she earned $142,629 in Listing Rule 5605(a)(2) of The Nasdaq Stock Market.compensation. Recommendation The Board of Directors recommends a vote FOR all nominees. PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Audit Committee of our Board of Directors has selected Marcum LLP as our independent registered public accounting firm to examine our financial statements for the year ending December 31, 2016.2019. Although ratification by stockholders is not required by our organizational documents or other applicable law, our Board of Directors has determined that requesting ratification by stockholders of the appointment of Marcum as our independent registered public accounting firm for the fiscal year ending December 31, 20162019 is a matter of good corporate practice. If stockholders do not ratify the selection, the Audit Committee may reconsider whether or not to retain Marcum, but may still determine to retain them. Even if the selection is ratified, the Audit Committee, in its discretion, may change the appointment at any time during the year if it determines that such a change would be in the best interests of us and our stockholders. Marcum has served as our independent registered public accountants with respect to each fiscal year since the fiscal year ended December 31, 2013 and each subsequent fiscal year.2013.
It is not expected that a representative of Marcum will attend the meeting. The following is a summary of the fees billed to us by Marcum for professional services rendered for the fiscal years ended December 31, 20152018 and 2014:2017, respectively:
Fee Category | | Fiscal 2015 Fees | | Fiscal 2014 Fees | | | | Audit Fees(1) | | $ | 203,749 | | $ | 192,318 | | $309,684 | $392,214 | Audit-Related Fees(2) | | $ | - | | $ | - | | | Tax Fees(3) | | $ | 5,379 | | $ | 43,085 | | | Tax Fees(2) | | $- | Audit-Related Fees(3) | | $- | All Other Fees(4) | | $ | - | | $ | - | | $- | TOTAL FEES | | $ | 209,128 | | $ | 235,403 | | | | | $309,684 | $392,214 |
(1) | 1.Audit Fees consist of fees billed for services rendered for the audit of our consolidated financial statements and review of our condensed consolidated financial statements included in our quarterly reports on Form 10-Q, services rendered in connection with the filing of Form S-8Forms S-3 and services provided in connection with other statutory or regulatory filings. |
| | (2)2.Marcum did not provide any tax services during the period. | Audit-Related Fees consist of aggregate fees billed for3.Marcum did not provide any assurance andor related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees.”Fees” during the period.
| (3) | Tax Fees consist of fees billed by our independent auditors for professional services related to preparation of our 2013 U.S. federal and state income tax returns, representation for4.Marcum did not provide any “other services” during the examination of our 2011 and 2012 federal tax returns, and tax advice. | | | (4) | All Other Fees consist of aggregate fees billed for products and services provided by our independent auditors, other than those disclosed above.period. |
The Audit Committee is responsible for the appointment, compensation and oversight of the work of the independent auditors and approves in advance any services to be performed by the independent auditors, whether audit-related or not. The Audit Committee reviews each proposed engagement to determine whether the provision of services is compatible with maintaining the independence of the independent auditors. Substantially all of the fees shown above were pre-approved by the Audit Committee.
Vote Required
The ratification of the selection of Marcum LLP as our independent registered public accounting firm for the fiscal year ending December 31, 20162019 requires the affirmative vote of stockholders who hold a majority of the common sharesstock present in person or represented by proxy at the meeting and entitled to vote.
Recommendation The Board of Directors recommends a vote FOR the ratification of the selection of Marcum LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016.2019.
PROPOSAL 3: ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS
As required byIn accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 14Arules of the Securities Exchange Act of 1934, as amended,SEC, we are providing our stockholders with the opportunity to cast a non-binding advisory vote on the compensation of our named executive officers as disclosed pursuant to Item 402(m) through (q) of Regulation S-K, including the compensation tables and narrative discussion in this proxy statement. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on the compensation of our named executive officers. In accordance with the advisory vote conducted at our 2013 annual meeting of stockholders on the frequency of future say-on-pay votes, we are currently conducting say-on-pay votes every three years. The next advisory vote on the frequency of say-on-pay votes will be conducted at our 2019 annual meeting of stockholders.
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. We believe that our philosophy and practices have resulted in executive compensation decisions that are appropriate and that have benefited us over time.
We are requesting stockholder approval of the compensation of our executive officers as disclosed in this proxy statement. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on our executive officers’ compensation. We are asking our stockholders to indicate their support for our named executive officer compensation through Because the following resolution:
“RESOLVED, that the stockholders approve the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the compensation tables and narrative discussion in the Company’s proxy statement for its 2016 annual meeting.”
Because this stockholder vote is advisory, it is not binding on us or our Boardboard of Directors. However, our Board and the Compensation Committee, which is responsible for designing and administering our executive compensation program, value the opinions that our stockholders express in their votes. The Compensation Committee will review the results of the stockholder votes on this “say-on-pay” proposal and consider whether to recommend any changes or modifications to our executive compensation policies and practices as a result of such votes.
Vote RequiredWe are asking our stockholders to indicate their support for our named executive officer compensation through the following resolution:
The approval of“RESOLVED, that the stockholders approve the compensation ofpaid to our named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the compensation tables and narrative discussion in this proxy statement requires thestatement.”
Recommendation and Required Vote The affirmative vote of stockholders who holdthe holders of a majority of theour common shares present at the meeting, in person or represented by proxy, at the meeting and entitled to vote. Recommendation
is required for approval of this proposal. The Board of Directors recommends a vote FOR approval of the compensation of our named executive officers as disclosed in this proxy statement.
PROPOSAL 4: ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION In accordance with the rules of the SEC, we are also providing our stockholders with the opportunity to cast a non-binding advisory vote on how frequently we should seek an advisory vote on the compensation of our named executive officers. After careful consideration of this proposal, our Board determined that an advisory vote on executive compensation that occurs every year is the most appropriate option for us and, therefore, recommends that stockholders vote for future advisory votes on executive compensation to occur every year. In reaching its recommendation, our Board determined that an advisory vote every year would permit our compensation programs to be evaluated annually and provide the Board with stockholder input. By voting on this proposal, stockholders may indicate whether they would prefer an advisory vote on executive officer compensation every one, two, or three years. Stockholders may also abstain from voting. The option that receives the most votes cast at the 2019 Annual Meeting of Stockholders will be considered by the Board in determining the preferred frequency with which we will hold a stockholder vote to approve the compensation of our named executive officers. Because this is an advisory vote and not binding, the Board may decide that it is in the best interest of our stockholders and us to hold an advisory vote on the compensation of our named executive officers more or less frequently than the frequency approved by our stockholders. However, our Board and the Compensation Committee value the opinions expressed by our stockholders in their vote on this proposal and will consider the option that receives the most votes in determining the frequency of future votes on the compensation of our named executive officers.
Recommendation The Board recommends a vote FOR a frequency of EVERY ONE YEAR regarding the frequency of future advisory votes to approve executive compensation. STOCKHOLDER PROPOSALS Stockholder proposals intended to be presented at our next annual meeting of stockholders pursuant to the provisions of Rule 14a-8 of the Securities and Exchange Commission, promulgated under the Exchange Act, must be received at our offices in Kingston, New York by February 24, 201729, 2020 for inclusion in our proxy statement and form of proxy relating to such meeting. The following requirements with respect to stockholder proposals and stockholder nominees to our Board of Directors are included in our By-Laws. Stockholder Proposals In order for a stockholder to make a proposal at an annual meeting of stockholders, under our By-Laws, timely notice must be received by us in advance of the meeting. To be timely, the proposal must be received by our Secretary at our principal executive offices (as provided below) no later than the close of business on a date which is not lessApril 29, 2020, nor earlier than 60 days nor more than 90 days prior to the date which is one year from the date of the mailing of the notice regarding the availability of proxy materials for the prior year’s annual meeting of stockholders.March 30, 2020. If during the prior year we did not hold an annual meeting, or if the date of the meeting for which a stockholder intends to submit a proposal has changed by more than 30 days from the date of the meeting in the prior year, then the notice must be received a reasonable time before we mail the notice regarding the availability of proxy materials for the current year. A stockholder’s notice must set forth as to each matter the stockholder proposes to bring before the annual meeting certain information regarding the proposal, including the following: · | a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at such meeting; |
● a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at such meeting;
· | the name and address of the stockholder proposing such business; |
● · | the class and number of our shares which are beneficially owned by such stockholder; and | the name and address of the stockholder proposing such business;
· | any material interest of such stockholder in such business. |
● the class and number of our shares which are beneficially owned by such stockholder; and
● any material interest of such stockholder in such business. Stockholder Nominees In order for a stockholder to nominate a candidate for director, under our By-Laws, timely notice of the nomination must be received by us in advance of the meeting. To be timely, the notice must be received at our principal executive offices (as provided below) not less than 60 days nor more than 90 days prior to the meeting; however, if less than 70 days’ notice of the date of the meeting is given to stockholders and public disclosure of the meeting date, pursuant to a press release, is either not made at all or is made less than 70 days prior to the meeting date, notice by a stockholder to be timely made must be so received no later than the close of business on the tenth day following the earlier of the following: · | the day on which the notice of the date of the meeting was made available to stockholders, or |
· | the day on which such public disclosure of the meeting date was made. |
● the day on which the notice of the date of the meeting was made available to stockholders; or 23
● the day on which such public disclosure of the meeting date was made. The stockholder sending the notice of nomination must describe various matters, including such information as: · | the name, age, business and residential addresses, occupation or employment and shares held by the nominee; |
● the name, age, business and residential addresses, occupation or employment and shares held by the nominee;
· | any other information relating to such nominee required to be disclosed in a proxy statement; and |
● · | the name, address and number of shares held by the stockholder. | any other information relating to such nominee required to be disclosed in a proxy statement; and
● the name, address and number of shares held by the stockholder. These requirements are separate from and in addition to the requirements a stockholder must meet to have a proposal included in our proxy statement. Any notice given pursuant to the foregoing requirements must be sent to our Corporate Secretary at 15 Joys Lane, Kingston, New York 12401. The foregoing is only a summary of the provisions of our By-Laws that relate to stockholder proposals and stockholder nominations for director. Any stockholder desiring a copy of our By-Laws will be furnished one without charge upon receipt of a written request therefor. HOUSEHOLDING OF PROXY MATERIALS Certain stockholders who share a mailing address are being delivered only one copy of the Notice, Proxy Statement and Annual Report on Form 10-K. This delivery method, called “householding,” will not be used if we receive contrary instructions from one or more of the stockholders sharing a mailing address. If your household has received only one copy, we will deliver promptly a separate copy of the Notice, Proxy Statement and Annual Report on Form 10-K to any stockholder who sends a written request to Kingstone Companies, Inc., Investor Relations, 15 Joys Lane, Kingston, New York 12401 and oral requests may be made by calling us at (516) 960-1319. You may also notify us if you would like to receive separate copies of the Notice, Proxy Statement and Annual Report on Form 10-K in the future by writing to us at the address above or calling us at the telephone number above. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. If you are submitting a proxy by mail, each proxy card should be marked, signed, dated and returned in the enclosed self-addressed envelope. Stockholders sharing an address who are receiving multiple copies of this Notice, Proxy Statement and Annual Report on Form 10-K may request delivery of a single copy of such documents by writing to us at the address above or calling us at the telephone number above.
OTHER BUSINESS While the accompanying Notice of Annual Meeting of Stockholders provides for the transaction of such other business as may properly come before the meeting, we have no knowledge of any matters to be presented at the meeting other than those listed as Proposals 1, 2, 3 and 3 in the notice.4. However, the enclosed proxy gives discretionary authority in the event that any other matters should be presented. FORM 10-K This proxy statement is accompanied by a copy of our Annual Report on Form 10-K for the year ended December 31, 20152018 (excluding exhibits). We may charge a fee equal to our reasonable expenses in furnishing the exhibits. Barry B. GoldsteinDale A. Thatcher
Chief Executive Officer Kingston, New York June 24, 201628, 2019 |