Randy Patten
About Randy Patten
Randy L. Patten is Chief Financial Officer, Vice President and Treasurer of Kingstone Companies, Inc. (KINS) effective August 25, 2025; he is 51 with 28 years of leadership experience in insurance, including senior finance roles at NEXT Insurance and United Fire Group (UFG) such as Interim Co‑CFO, Controller, and Director of Investor Relations . His initial employment term runs through August 25, 2028 with automatic one-year renewals absent notice . Company- or individual-level TSR, revenue growth, and EBITDA growth metrics tied to his tenure were not disclosed.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NEXT Insurance, Inc. | Vice President, Chief Accounting Officer, Treasurer | Not disclosed | Senior finance leadership at property & casualty insurer |
| United Fire Group, Inc. (NASDAQ: UFCS) | Interim Co‑Chief Financial Officer; Controller; Director of Investor Relations | ~10 years (approximate duration mentioned, exact dates not disclosed) | Progressive finance roles at insurer/reinsurer, including interim CFO responsibilities |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed | – | – | – |
Fixed Compensation
| Component | 2025 | Notes |
|---|---|---|
| Base Salary | $400,000 | Eligible for annual increases per KICO program |
| Target Cash Bonus % | 25% of base salary | Under Kingstone 2025 Bonus Plan (redacted in 2024 10-K Exhibit 10(s)) |
| Minimum 2025 Cash Bonus | $35,000 | Floor for 2025 only |
| Sign‑on Bonus | $200,000 | Payable on or about full-time start; repayment if terminated for Cause or resigns without Good Reason within first year |
| Benefits | Health/dental/vision; continuation at no cost during Severance Period if terminated without Cause or for Good Reason |
Performance Compensation
Annual Bonus Plan
| Metric | Weighting | Target | Actual | Payout Mechanics | Vesting / Timing |
|---|---|---|---|---|---|
| Cash Bonus (2025) | Not disclosed | 25% of base salary | Not disclosed | Plan under Kingstone 2025 Bonus Plan for senior leadership | Annual; specifics not disclosed |
Equity Grants (Restricted Stock)
| Metric | Year 1 | Year 2 | Year 3 |
|---|---|---|---|
| Grant Value (Initial) | $600,000 divided by FMV to determine shares | – | – |
| Vesting % of Granted Shares | 25% | 25% | 50% |
| Vesting Triggers | First anniversary of grant date | Second anniversary of grant date | Third anniversary of grant date; subject to acceleration per Equity Plan (including Change of Control) |
Equity Ownership & Alignment
| Item | Status / Amount | Notes |
|---|---|---|
| Beneficial Ownership (Common Stock) | Not disclosed for Patten | 2025 proxy beneficial ownership tables list executives/directors but do not include Mr. Patten; share count from RSU grant depends on FMV at grant |
| RSU Grant | $600,000 value; shares = $600,000 / FMV immediately preceding grant | Three-year vest (25%/25%/50%), eligible for acceleration under Equity Plan including Change of Control |
| Hedging/Margin | Prohibited: no short sales; no options/warrants/puts/calls; no holding Company securities in margin accounts | |
| Clawback Policy | Mandatory recovery on any Accounting Restatement per SEC/Nasdaq Rule 10D-1; methods include cash/share recoupment, forfeiture, cancellation, offsets; no indemnification permitted | |
| Ownership Guidelines | Not disclosed | – |
Potential selling pressure windows: vesting anniversaries (years 1, 2, 3) when tranches deliver; trading still subject to Company blackout/pre‑clearance and insider trading policy .
Employment Terms
| Term | Detail | Notes |
|---|---|---|
| Role & Start | CFO, VP & Treasurer; full‑time effective Aug 25, 2025 | Part‑time transition period in July–Aug 2025 per schedule |
| Initial Term | Through Aug 25, 2028 with automatic one‑year renewals unless notice ≥4 months prior | – |
| Severance (without Cause / Good Reason) | Salary continuation to Expiration Date or 12 months from cessation, whichever later (“Severance Period”) | Payable per normal payroll; contingent on release of claims and covenant compliance |
| Benefits Continuation | Health/dental/vision at no cost during Severance Period or until eligible elsewhere | – |
| Good Reason Definition | Includes material breach, material diminution of duties, change in reporting structure, or compensation decrease | – |
| Non‑Compete | 12 months; prohibits competitive employment in any state where Company is licensed; defines competitive “catastrophe‑exposed homeowners” business; examples listed (Heritage, Ocean Harbor, US Coastal, HCI, SageSure) | Also non‑solicit and anti‑poaching restrictions |
| Restrictive Covenants | Confidentiality, inventions assignment, non‑solicit of associates/customers, anti‑poaching | Injunctive relief and additional remedies, including fee recovery |
| Equity Acceleration | Equity Plan allows earlier vesting, including Change of Control | – |
| 409A / 280G/4999 | Agreement structured to comply with 409A; six‑month delay for specified employees; 280G/4999 excise tax cutback if net after‑tax better | |
| Arbitration | Binding arbitration for disputes (AAA rules); fee‑shifting for unreasonable claims or Cause disputes | – |
| Indemnification/Advancement | Advancement of expenses (including reasonable attorneys’ fees) subject to undertaking; 30‑day payment window | – |
| Sign‑on Repayment | $200k sign‑on must be repaid if terminated for Cause or resigns without Good Reason within first year; Company may offset | – |
Investment Implications
- Alignment and retention: Large three‑year RSU grant ($600k) with back‑weighted vesting (50% in year 3) plus sign‑on repayment if departure in year one suggests strong near‑term retention incentives; automatic term renewals and salary‑continuation severance further stabilize tenure .
- Pay mix and risk: Moderate at‑risk cash (25% target bonus) and substantial equity tilt enhance alignment; no disclosed option awards or leveraged vehicles; anti‑hedging/margin rules reduce misalignment risks (no short/derivative speculation, no margin pledging) .
- Change‑of‑control economics: Equity acceleration possible under the Equity Plan, and severance applies whether or not after CoC, but 280G/4999 cutback mitigates excessive parachutes; clawback policy strengthens pay‑for‑performance discipline on restatements .
- Trading signals: Potential liquidity events at vesting anniversaries (years 1, 2, 3), though subject to blackout and pre‑clearance; absence of pledging/margin and strict insider policy reduce forced‑sale risk .
- Execution risk: Extensive finance leadership at insurers (NEXT, UFG) is relevant to KINS’ catastrophe‑exposed homeowners focus; restrictive covenants limit competitive mobility and protect franchise value .