Manmohan Singh
About Manmohan Singh
Manmohan Singh (age 52) is an independent director of Kingstone Companies, Inc. (KINS), serving on the board since April 2024. He is Group Chief Financial Officer and Head of Corporate Development at Angel Oak Companies and a member of Angel Oak’s Enterprise Risk Management Committee, with prior experience as a Director in Insurance Investment Banking at Sandler O’Neill (now Piper Sandler) advising insurers on capital raising and M&A. He holds an MBA (Indiana University Kelley), an MS in Finance (University of Delhi), and a BE in Engineering (Deenbandhu Chhotu Ram University). The board has determined Mr. Singh to be independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sandler O’Neill & Partners (merged into Piper Sandler) | Director, Insurance Investment Banking | 12 years | Advised insurance companies on capital raising and M&A, including transactions involving PE and alternative asset managers entering life/annuity |
| Various insurance transactions (coverage via Sandler O’Neill) | Deal advisory | — | Involved in several key transactions across the insurance sector |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Angel Oak Companies | Group CFO & Head of Corporate Development | Current | Oversees accounting/treasury; Member, Angel Oak Enterprise Risk Management Committee |
Board Governance
- Committee assignments (current as of the 2025 proxy):
- Compensation Committee – Member
- Nominating & Corporate Governance Committee – Member
- Investment & Capital Committee – Chair (since June 2025)
- Not on the Audit Committee (members are Tupper (Chair), Newgarden, Yankus, McFadden)
- Independence: Board determined Mr. Singh is independent under Nasdaq/SEC rules .
- Attendance: In 2024, all directors attended at least 75% of board and applicable committee meetings .
- Board leadership/structure context: Non-Executive Chairman (Newgarden) and a Lead Independent Director (McFadden) with defined duties; Risk oversight via dedicated Risk Committee; Audit and Compensation committees operate under written charters .
Fixed Compensation
| Year | Cash Fees ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 36,389 | 38,665 | 0 | 75,054 |
Director pay program: $50,000 annual cash retainer; additional $125,000 for Non-Executive Chair, $25,000 for Audit Chair, $15,000 for other committee chairs; and $53,000 in common stock granted on the first business day of each year, vesting on the first anniversary of the grant date .
Performance Compensation
| Item | Detail |
|---|---|
| 2024 equity awarded (grant-date fair value) | $38,665 stock awards (non-employee director) |
| Unvested restricted stock outstanding (12/31/2024) | 8,728 shares |
| Vesting schedule (directors) | Annual director stock grant vests on first anniversary of grant date |
| Performance metrics in director pay | Not disclosed for directors; director equity is time-based (no performance metrics specified) |
Other Directorships & Interlocks
- Public company boards: None disclosed in the proxy biography for Mr. Singh .
- Interlocks/appointment context: Appointed to KINS’ board pursuant to a Note and Warrant Exchange Agreement that granted noteholders a nomination right; that right has ceased as the Notes are no longer outstanding .
Expertise & Qualifications
- Finance and transactions: Group CFO/Corporate Development leader; 12 years in insurance investment banking; extensive M&A and capital-raising advisory in insurance .
- Risk oversight: Member of Angel Oak Enterprise Risk Management Committee; Chair of KINS Investment & Capital Committee since June 2025 .
- Education: MBA (Indiana University Kelley), MS Finance (University of Delhi), BE Engineering (Deenbandhu Chhotu Ram University) .
Equity Ownership
| As of | Total Beneficial Ownership (Shares) | Approx. % of Class | Notes |
|---|---|---|---|
| Record date June 13, 2025 | 8,728 | <1% | Beneficial ownership table entry for Mr. Singh |
| 12/31/2024 (reference) | 8,728 unvested restricted shares outstanding (director) | — | Reflects unvested director equity awards at year-end |
Insider Trades
| Year | Late Section 16 Filings Reported for Singh? | Notes |
|---|---|---|
| 2024 | No late filings noted for Mr. Singh | Company disclosed late filings for certain officers (Golden, Gravelle, Chen), not for Singh |
Governance Assessment
-
Strengths
- Independent director with deep insurance finance and M&A background; serves on key committees (Compensation; Nominating & Governance) and chairs Investment & Capital Committee, aligning skills with capital allocation and governance oversight .
- Attendance baseline met (≥75% for all directors in 2024), supporting engagement .
- Director pay includes meaningful equity; unvested balance (8,728 shares as of year-end 2024) supports alignment via ownership accumulation .
-
Potential risks / RED FLAGS to monitor
- Appointment originated from a creditor nomination right under the Note and Warrant Exchange Agreement (now lapsed). While independence is affirmed, origin of board seat can raise questions about past creditor influence; risk abates with the termination of the nomination right .
- The company discloses it has not formally adopted procedures/standards for reviewing related-party transactions and instead reviews on a case-by-case basis—this is below best-practice governance norms and is a potential red flag on process rigor .
- Ownership remains below 1%—typical for outside directors but implies limited economic exposure versus executives; monitor compliance if KINS adopts director ownership guidelines in future (none disclosed in the proxy) .