Meryl Golden
About Meryl Golden
Meryl S. Golden is Chief Executive Officer and President of Kingstone Companies, Inc. since October 2023 and a director since March 2020. She is 65 as of June 13, 2025. She holds a B.S. in Accounting from the Wharton School and an MBA in Marketing and Finance from the University of Chicago, with 25+ years of insurance industry experience including senior roles at Progressive, Liberty Mutual, Bridgewater Associates, Earnix, and Arity. Under her leadership, Kingstone reported record operating profitability in 2024, with Q3 2024 direct written premiums up 28% year over year, GAAP combined ratio improving 38 points to 72%, and operating income per basic share of $0.55 vs. $(0.27) in Q3 2023; for nine months 2024, operating income per basic share was $1.07 vs. $(0.89) in 2023 .
- CEO & President since Oct 2023; Director since Mar 2020; President of Kingstone Insurance Company (KICO) since Oct 2021; prior COO of KINS/KICO from Sep 2019–Sep 2023 .
- Age 65 (as of June 13, 2025) .
- Education: Wharton B.S. (Accounting); University of Chicago MBA (Marketing/Finance) .
- 2024 operational performance highlights: Q3 direct written premium +28%, combined ratio 72% (−38 pts YoY), operating income per basic share $0.55; nine-month operating income per basic share $1.07 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kingstone Companies (Parent) | CEO & President; Director | Oct 2023–present; Director since Mar 2020 | Led turnaround to record operating profitability in 2024; board-level oversight |
| Kingstone Insurance Company (KICO) | President; Director; Executive Committee member | President since Oct 2021; Director/Exec Committee since Sep 2019 | Oversight of core NY personal lines operations and underwriting/claims via KICO executive committee |
| Kingstone Companies/Kingstone Insurance | Chief Operating Officer | Sep 2019–Sep 2023 | Operational leadership across insurance operations |
| Progressive Insurance | CT General Manager; Northeast General Manager | 1996–2000; 2000–2004 | Regional operations leadership in personal lines |
| Liberty Mutual | SVP/General Manager | 2005–2007 | Senior P&C management |
| Bridgewater Associates | Management Committee advisor | 2007–2009 | Strategic advisory to hedge fund leadership |
| Earnix | General Manager, North America | 2010–2018 | Led growth in banking/insurance analytics software |
| Arity (Allstate) | Sales Manager, Insurance Solutions | 2018–Sep 2019 | Data analytics commercialization for mobility/insurance |
External Roles
- No public-company directorships outside Kingstone disclosed; career roles at Progressive, Liberty Mutual, Bridgewater, Earnix, Arity are operating roles rather than board positions .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary | $500,000 | $500,000 |
| Bonus (Cash) | $0 | $496,358 |
| Stock Awards (Grant-date fair value) | $136,500 | $136,500 |
| Option Awards | $0 | $0 |
| Non-Equity Incentive Plan Compensation | $0 | $0 |
| All Other Compensation | $25,200 | $25,800 |
| Total | $661,700 | $1,158,658 |
Notes:
- Base salary increases to $550,000 effective January 1, 2025 under the Third Amended Golden Employment Agreement .
Performance Compensation
| Incentive Type | Metric & Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual Cash Bonus | 3% of consolidated income from operations before taxes, excluding investment gains/losses; capped at 1.25× base salary; weighting not specified | Formula-based; cap 1.25× salary | 2024 bonus paid: $496,358 | Cash; annual, no vesting |
| RSU (Jan 2023 grant) | Service-based (time vesting) | 101,111 shares ($136,500 fair value) | Shares granted | 50,556 vest at 1-year; 50,555 vest Dec 31, 2024 |
| RSU (Jan 2024 grant) | Service-based (time vesting) | 64,085 shares ($136,500 fair value) | Shares granted | Vests on Jan 2, 2025 |
| RSU (Jan 2025 grant) | Service-based (time vesting) | 40,000 shares | Shares granted | 50% vest at 1-year; 50% vest Dec 31, 2026 |
| RSU (Jan 2026 entitlement) | Service-based (time vesting) | 40,000 shares; if precluded, cash $136,500 | Entitled under certain circumstances | Vests at 1-year |
| Stock Options (Sep 2019 grant) | Options; performance metric not specified | 50,000 options; weighted avg exercise price $8.72 | Exercisable schedule below | 12,500 vested at grant; 12,500 on 1st, 2nd, 3rd anniversaries |
Observations:
- Bonus is formulaic to operating income from operations and capped, aligning pay with underlying profitability rather than investment volatility .
- Equity mix shifted predominantly to time-based RSUs since 2021–2026; option overhang remains from 2019 .
Equity Ownership & Alignment
| Metric | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|
| Beneficial Shares | 47,500 | 85,248 | 176,604 | 212,747 |
| Approx. % of Class | * (less than 1%) | * (less than 1%) | 1.6% | 1.5% |
| Retirement Trust Shares Included | Not specified | Not specified | 20,000 | 25,000 |
| Options Exercisable (included in beneficial ownership) | Not disclosed | Not disclosed | 50,000 currently exercisable | Not disclosed |
- No pledging or hedging of company stock disclosed for Ms. Golden in the proxy; company has an insider trading policy filed as an exhibit to the 2024 Form 10-K .
- Equity ownership increased materially from 2022 to 2025, supported by RSU grants and prior options .
Employment Terms
| Term | Details |
|---|---|
| Contract | Third Amended and Restated Employment Agreement effective Jan 1, 2025; expires Dec 31, 2026 |
| Base Salary | $550,000 effective Jan 1, 2025 (from $500,000 previously) |
| Annual Bonus | 3% of consolidated income from operations before taxes, excluding investment items; cap 1.25× base salary |
| Equity Grants | RSUs: 40,000 granted Jan 2025; entitled to 40,000 Jan 2026; vest 50/50 (2025), and 100% at 1-year (2026). Cash alternative $136,500 in 2026 if precluded |
| Severance (no cause/good reason) | Base salary plus 3% bonus for remainder of term if terminated without cause or resigns for good reason |
| Change-of-Control | Payment equal to 1.5× then annual salary plus accrued 3% bonus upon termination following change of control; stock awards may accelerate under certain circumstances |
| Prior Agreements | Second Amended Agreement effective Jan 1, 2023–Dec 31, 2024; base $500k; RSUs in Jan 2023 and Jan 2024 sized by $136,500 / FMV with time-based vesting |
Board Governance
- Board role and tenure: Director since March 2020 .
- Board leadership separation: Non-Executive Chairman (Thomas Newgarden) since September 2024; Lead Independent Director (Timothy P. McFadden) since March 2023 with enumerated responsibilities including presiding over executive sessions, agenda approval, CEO evaluation, and calling meetings of independent directors .
- Independence: Board determined Messrs. Newgarden, Tupper, McFadden, Yankus, Singh and Ms. D’Andre are independent; Ms. Golden is not listed among independent directors given her CEO role .
- Committee structure: Audit Committee (Tupper chair; Newgarden, Yankus, McFadden), Nominating & Corporate Governance (D’Andre chair; McFadden, Tupper, Singh), Compensation Committee (Yankus chair; Newgarden, Tupper, Singh, D’Andre). Ms. Golden is not on these committees. She serves on KICO’s Executive Committee .
- Meetings/attendance: Board held 7 meetings in 2024; all directors attended ≥75% of Board and committee meetings .
- Section 16 compliance: Ms. Golden filed one Form 4 late in 2024 (reporting one transaction) .
Director Service and Dual-Role Implications
- Board service: KINS director since March 2020; KICO director and Executive Committee member since September 2019 .
- Dual-role considerations: CEO-director structure is mitigated by a Non-Executive Chairman since Sep 2024 and a robust Lead Independent Director role; independent committees govern audit, compensation, and nominating functions .
Compensation Structure Analysis
- Mix and trend: 2023–2025 compensation emphasizes time-based RSUs coupled with a formulaic cash bonus tied to operating income from operations; no performance share units (PSUs) disclosed .
- Option usage: Legacy 2019 option grant (50,000 at ~$8.72) remains; no new options appear in 2023–2025, indicating a shift toward RSUs (lower risk for executive) .
- Risk controls: Compensation Committee strives to avoid excessive risk-taking, per governance disclosures; bonus cap at 1.25× salary constrains outsized payouts .
- Discretionary/repricing: No option repricing or discretionary bonuses disclosed; 2024 bonus reflects formula payout .
Risk Indicators & Red Flags
- Late Section 16 filing: One late Form 4 for Ms. Golden in 2024 (minor compliance lapse) .
- Key management transition: CFO resignation effective April 18, 2025 for personal reasons; no disagreement stated (monitor continuity in finance function) .
- Leverage/covenant risk at company level: Company risk disclosures include indebtedness due June 30, 2026 and covenant considerations; relevant to enterprise risk oversight rather than individual executive conduct .
Equity Vesting & Potential Selling Pressure
- Upcoming vesting dates: 2025 grant vests 50% on first anniversary of grant date and 50% on Dec 31, 2026; 2026 grant (if made) vests one year post-grant. These dates may create mechanical supply windows upon vesting .
Compensation & Incentives Detail
| Item | Detail |
|---|---|
| Ownership guidelines | Not disclosed in proxy excerpts; compliance status not provided . |
| Clawback/Gross-ups | Clawback provisions and tax gross-ups not disclosed in reviewed sections; insider trading policy on file with 2024 10-K . |
| Deferred comp/Pension | Not disclosed . |
| Perquisites | “All Other Compensation” of $25,200 (2023) and $25,800 (2024) without itemization in reviewed excerpt . |
Performance & Track Record
- Operating improvement in 2024: Significant improvement in loss ratios and combined ratio; operating income per share turned positive vs. prior-year losses, coincident with Ms. Golden’s CEO tenure through 2024 .
- Growth: Q3 2024 direct written premiums +28% YoY; nine months +15% .
Investment Implications
- Pay-for-performance alignment: Cash bonus formula tied to operating income from operations and capped at 1.25× salary is aligned with underwriting profitability, reducing sensitivity to investment mark-to-market; equity grants are time-based RSUs, which stabilize retention but provide less direct linkage to multi-year performance metrics (no PSUs disclosed) .
- Retention and selling pressure: Multi-year RSU schedule through 2026 supports retention; known vest dates could create incremental stock supply around anniversaries and year-end 2026; monitor Form 4 activity around those dates .
- Alignment via ownership: Beneficial ownership rose to ~1.5% of shares by 2025, including retirement trust holdings, indicating meaningful skin in the game; legacy in-the-money option exposure adds leverage to upside .
- Change-of-control economics: 1.5× salary plus accrued 3% bonus upon post-COC termination is moderate by small-cap norms and unlikely to create outsized parachute risk; equity acceleration under certain circumstances may add value but remains within typical bounds .
- Governance quality: Separation of Chair/CEO since 2024 and a detailed Lead Independent Director mandate mitigate dual-role concerns; independent committee composition and attendance metrics are supportive of oversight .
- Watch items: Minor late Section 16 filing in 2024; CFO transition in April 2025 (non-disagreement) warrants monitoring for execution continuity in finance .