Floyd Tupper
About Floyd R. Tupper
Floyd R. Tupper, age 70, is an independent director of Kingstone Companies, Inc. (KINS) and the company’s Secretary. He has served on KINS’s Board since June 2014 (Audit Committee Chair since June 2014) and as Secretary since June 2015. A certified public accountant (CPA) in New York City for over 40 years, he began his career with Ernst & Young before becoming self‑employed. He holds an M.B.A. in Taxation from NYU Stern and a B.S. from NYU, and is a member of the AICPA and the NYSSCPA. The Board has determined he is independent under Nasdaq rules and qualifies as an “audit committee financial expert” under Item 407(d)(5) of Regulation S‑K .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Ernst & Young LLP | Public accounting (early career) | Not disclosed | Foundational audit/accounting experience |
| Self‑Employed CPA (NYC) | Tax planning and business strategy for HNW individuals and small businesses | Over 40 years | Deep tax and financial oversight expertise |
| Kingstone Insurance Company (KICO, wholly‑owned subsidiary) | Director; Audit Committee Chair | Director 2006–2018; Audit Chair since 2006 | Led subsidiary audit oversight |
| The Acorn School (NYC) | Trustee; Treasurer; Executive Committee member | 1990–2010 | Financial stewardship and governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | None disclosed (public company boards) | — | KINS proxy biography lists no current public company directorships for Tupper |
Board Governance
- Committee assignments:
- Audit Committee Chair
- Compensation Committee member
- Nominating & Corporate Governance Committee member
- Independence: Board determined Tupper is independent under Nasdaq and SEC rules; designated audit committee financial expert .
- Attendance: In 2024, all directors attended at least 75% of the aggregate Board and committee meetings on which they served; Board held 7 meetings, Audit 4, Nominating 5, Compensation & Finance 8 .
- Board term: Each director serves until the next annual meeting; Tupper is a nominee listed as Secretary and Director .
Fixed Compensation
| Component | Amount (FY2024) | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | $75,000 | Reflects $50,000 base director retainer plus $25,000 Audit Committee chair fee |
| Stock Awards (grant‑date fair value) | $53,000 | Annual equity grant in common stock; granted first business day each year; vests on first anniversary |
| Option Awards | $0 | No director option awards in FY2024 |
| Total | $128,000 | Sum of cash and equity grant fair value |
Director compensation structure:
- $50,000 annual cash retainer
- Additional $25,000 for Audit Committee chair; $15,000 for other committee chairs; $125,000 for Non‑Executive Chairman (not applicable to Tupper)
- $53,000 stock granted on first business day each year; vesting on first anniversary
Performance Compensation
| Metric / Vehicle | Structure | Vesting | FY2024 Grant Value |
|---|---|---|---|
| Annual Director Equity (common stock) | Time‑based RS grant | Vests after 1 year | $53,000 |
| Performance Conditions (TSR, financial KPIs) | Not disclosed for director equity | — | — (no performance criteria indicated; equity vests time‑based) |
The aggregate unvested restricted stock awards outstanding for Tupper as of year‑end were 24,883 shares .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock / Conflict |
|---|---|---|---|
| — | None disclosed | — | None disclosed in proxy biography |
Expertise & Qualifications
- CPA with 40+ years advising on tax and business strategies; significant financial reporting oversight experience .
- Audit leadership: Chair of KINS Audit Committee since June 2014; previously KICO Audit Committee Chair (since 2006) .
- Regulatory designation: Audit committee financial expert per SEC rules .
- Professional memberships: AICPA; NYSSCPA .
- Academic credentials: M.B.A. (Taxation) – NYU Stern; B.S. – NYU .
Equity Ownership
| Item | Amount / Status | Notes |
|---|---|---|
| Total Beneficial Ownership | 151,718 shares | Approx. 1.1% of outstanding shares |
| Sole vs. Shared Power | 118,513 (sole); 33,205 (shared) | Shared includes family/trust holdings per footnote |
| Breakdown of Included Holdings | 32,395 shares owned by spouse; 6,675 in retirement trust (self); 810 in retirement trust (spouse) | Footnote (2) details |
| Unvested Restricted Stock Awards | 24,883 shares | As of FY2024 year‑end |
| Options (exercisable/unexercisable) | None disclosed for directors | Option awards for directors in FY2024 were $0 |
| Shares Pledged | Not disclosed | No pledging disclosure in proxy sections reviewed |
Section 16 compliance: All directors complied with timely filings in FY2024; late Form 4 filings noted for other officers (not Tupper) .
Governance Assessment
-
Strengths
- Financial oversight: Long‑tenured Audit Committee Chair and SEC‑qualified “audit committee financial expert” support robust financial reporting governance .
- Independence: Affirmed independent status under Nasdaq and SEC rules .
- Alignment: Meaningful beneficial ownership (1.1%); ongoing equity grants with one‑year vesting create near‑term alignment .
-
Potential concerns and RED FLAGS
- Role duality: Serves as corporate Secretary while designated independent director; although the Board affirms independence, dual roles can raise perceived entrenchment/conflict risks in governance optics .
- Related‑party policy: Company states no formal procedures for reviewing related‑party transactions, relying on case‑by‑case Board/committee review—this is a governance gap versus best practice formalization .
- Hedging/pledging/clawback: No explicit director‑level hedging/pledging or clawback disclosures identified in proxy sections reviewed; lack of disclosure reduces visibility into alignment safeguards .
-
Engagement/attendance
- Board and key committees met regularly in 2024; all directors met at least the 75% attendance threshold (exact director‑level percentages not disclosed) .
-
Compensation structure signals
- Mix is modest cash plus time‑based equity; absence of performance‑conditioned director equity (e.g., TSR‑linked PSU) suggests alignment primarily through ownership rather than explicit performance hurdles .
-
Committee participation
- Beyond audit chair duties, service on Compensation and Nominating & Corporate Governance Committees positions Tupper centrally in pay design and board refreshment—heightened importance for avoiding interlocks and maintaining independence .
Overall, Tupper’s deep audit and tax background, long service as audit chair, and meaningful share ownership are positives for investor confidence; the company’s lack of a formal related‑party transaction policy and the Secretary/independent director role duality warrant monitoring for governance optics and potential conflicts .