Douglas Levine
About Douglas Levine
Douglas Levine, age 66, has served as an independent director of Kingsway Financial Services Inc. since May 30, 2018. He is President of Levine Management, a real estate developer, since January 2013, and holds a Bachelor’s Degree in Economics from Tufts University (1980). Residence: Florida, USA; independence determined under SOX §301 and NYSE/SEC criteria .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Levine Management | President | Jan 2013–present | Real estate development leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| — | — | — | Public Board Membership: None |
Board Governance
- Committee assignments: Investment Committee Chair; member of the Board; not listed on Audit, Compensation, or Nominating Committees .
- Independence: Independent director under SOX §301 and NYSE/SEC criteria; Board majority independent .
- Attendance: Board met eight times in 2024; each director attended at least 75% of Board and committee meetings; Levine did not attend the 2024 annual meeting of shareholders (noted exception) .
- Board structure: Independent, non-executive Chairman (Terence Kavanagh); majority election of directors policy (resignation required if incumbent fails to receive a majority of “FOR” votes in uncontested elections) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual director retainer (cash) | $80,000 | Paid quarterly in advance |
| Committee chair fees | $0 | Only Board Chair and Audit Chair receive $40,000; Investment Committee Chair not compensated separately per program description |
| Meeting fees | $0 | Not disclosed; program described as single retainer |
Performance Compensation
- Equity awards: No director equity grants disclosed for 2024; Levine’s director compensation comprised cash only as shown in the 2024 director compensation table .
- Options/PSUs/RSUs: None disclosed for directors .
- Performance metrics (TSR/EBITDA/ESG): Not applicable for director compensation .
Other Directorships & Interlocks
| Company | Role | Committee roles | Interlocks/Notes |
|---|---|---|---|
| — | — | — | Public board membership: None |
- Shareholder-representative presence on Board: Oakmont-affiliated directors (Kavanagh, Hannon) and large shareholder Stilwell are on the Board; Oakmont beneficially owns 10.36%, Stilwell partnerships 21.59% . Levine chairs Investment Committee alongside Kavanagh .
Expertise & Qualifications
- Economics background (Tufts University, BA, 1980) .
- Operating experience in real estate development (President, Levine Management since 2013) .
- Capital allocation oversight as Investment Committee Chair .
Equity Ownership
| Metric | Value | Detail |
|---|---|---|
| Total beneficial ownership (Common) | 1,760,015 shares | 6.32% of outstanding common shares |
| Direct ownership (Common) | 1,157,671 shares | Directly owned |
| Indirect (family) | 90,200 shares | Through family holdings |
| Trust holdings | 189,102 Common; 84,000 Class B Preferred; 38,756 Class C Preferred | Trust ownership; preferred series outstanding and disclosed |
| Preferred convertibility baseline | Each Class B/C preferred share convertible into 2.63158 common (subject to adjustment) | As designated in capital structure description |
- Hedging/pledging: Company policy prohibits hedging or monetization transactions in company securities; no pledging by Levine is disclosed in proxy materials .
Say-on-Pay & Shareholder Feedback
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Election of Douglas (Doug) Levine | 14,496,696 | 95,197 | — | 4,084,846 |
| Ratify auditors (Plante & Moran) | 18,645,963 | 26,413 | 4,363 | 0 |
| Advisory say-on-pay (NEO comp) | 14,336,882 | 232,635 | 22,376 | 4,084,846 |
Related Party Transactions
- Policy: Related Party Transaction Policy in place; review of transactions under Item 404 .
- Disclosures: Proxy reports Argo-related distributions involving CEO Fitzgerald and family; no transactions involving Douglas Levine disclosed .
Compensation Committee Analysis
- Composition: Joseph D. Stilwell (Chair), Terence M. Kavanagh .
- Consultants: Committee has not engaged compensation consultants and has no current plans to do so; independence factors considered if ever retained .
- Meetings: One telephonic meeting held in 2024 .
Governance Assessment
-
Positives:
- Significant personal ownership (6.32%) aligns incentives with shareholders .
- Independent status and service as Investment Committee Chair; Board has majority independent composition and an independent Chair .
- Strong shareholder support in 2025 election (14.5M “For” with minimal withhold) .
- Prohibitions on hedging/monetization support alignment .
-
Watch items / RED FLAGS:
- Did not attend 2024 annual meeting of shareholders (engagement optics) .
- Concentration of large shareholder representatives on Board (Oakmont, Stilwell) may raise interlock/independence optics, though no related-party issues disclosed for Levine .
-
Overall implication: Levine’s sizable, multi-channel ownership and chair role on the Investment Committee signal strong capital allocation involvement and alignment; absence from the 2024 annual meeting is a minor engagement concern, but 2025 vote support was robust. No conflicts or related-party exposures were disclosed for Levine in the latest proxy .