KINGSTONE COMPANIES, INC. (NASDAQ:KINS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Dale A. Thatcher, Chief Executive Officer and President of Kingstone Companies, Inc. (the “Company”) and Kingstone Insurance Company (“KICO”), retired and resigned his positions effective July 19, 2019 (the “Separation Date”). At such time, he also resigned his positions on the Board of Directors of each of the Company and KICO. Effective upon Mr. Thatcher’s separation from employment, the Board appointed Barry B. Goldstein, Former Chief Executive Officer and Executive Chairman of the Board of Directors to the position of Chief Executive Officer and President of each of the Company and KICO.
Mr. Goldstein served as the Company’s President, Chief Executive Officer, Chairman of the Board, and a director from March 2001 to December 2018. He served as the Company’s Chief Financial Officer from March 2001 to November 2007 and as Treasurer from May 2001 to August 2013. Since January 2006, Mr. Goldstein has served as Chairman of the Board of KICO. There are no arrangements or understandings between Mr. Goldstein and any other persons to his appointment as Chief Executive Officer. There are also no family relationships between Mr. Goldstein and any director or executive officer of the Company, and there are no transactions or relationships between the Company and Mr. Goldstein that are reportable to Item 404(a) of Regulation S-K except that Mr. Goldstein’s daughter, Amanda Goldstein, is employed as Investor Relations Director by the Company and serves as vice president of a subsidiary of the Company. For the fiscal year ending December 31, 2018, she earned $142,629 in compensation.
In connection with his separation from employment, each of the Company and KICO entered into an Agreement and General Release (the “Separation Agreement”) with Mr. Thatcher. to the Separation Agreement, the Company and KICO shall collectively provide the following payments and benefits to Mr. Thatcher in full satisfaction of all payments and benefits and other amounts due to him under the terms of the existing employment agreements upon his separation from employment: (i) an amount equal to $381,111.11 (representing the amount of base salary he would have received had he remained employed through March 31, 2020), (ii) an amount equal to $5,000 in full satisfaction for any bonus payments payable under the existing employment agreements, (iii) continuing group health coverage commencing on the Separation Date and ending on March 31, 2020; and (iv) continued vesting of all previously granted but unvested stock awards as of the Separation Date (Mr. Thatcher shall not be entitled to any further grants of stock awards after the Separation Date). In addition, the Company and KICO agreed to provide Mr. Thatcher with a severance payment of $20,000 in consideration for a release. As required by the employment agreements, Mr. Thatcher covenanted that, for a period of three years following the Separation Date, he shall not accept any operating executive role with another property and casualty insurance company.
The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated by reference herein.
Descriptions of Mr. Goldstein’s current employment agreements are set forth in the Company’s Current Report on Form 8-K dated October 16, 2018, which was filed with the Securities and Exchange Commission on October 22, 2018, and such descriptions are incorporated by reference in this Current Report on Form 8-K.
KINGSTONE COMPANIES, INC. Exhibit
EX-10.1 2 exh10_1.htm EXHIBIT 10.1 – AGREEMENT AND GENERAL RELEASE AGREEMENT AND GENERAL RELEASE THIS AGREEMENT AND GENERAL RELEASE (the “Agreement”) is made and entered into as of this 19th day of July,…
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About KINGSTONE COMPANIES, INC. (NASDAQ:KINS)
Kingstone Companies, Inc. offers property and casualty insurance products to small businesses and individuals in New York State. The Company offers these products through its subsidiary, Kingstone Insurance Company (KICO). KICO is a licensed property and casualty insurance company. The Company operates through property and casualty insurances segment, which offers a range of property and casualty policies to its producers. The Company underwrites its business utilizing the CLUE industry claims database, insurance scoring reports, physical inspection of risks and other individual risk underwriting tools. It writes homeowners and dwelling fire business in New York City and Long Island. The Company’s product lines include personal lines, commercial liability, commercial automobile, livery physical damage and other. Its personal lines consist of homeowners, dwelling fire, renters, equipment breakdown and service line endorsements and personal umbrella policies.
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