DEF: Iveda Solutions Sets 2025 Annual Meeting Agenda

Sentiment:

Proxy Statement 8 October 2025 1:30 PM

Iveda Solutions, Inc. announced its 2025 Annual Meeting of Stockholders to be held on December 5, 2025, to elect four directors and ratify Weinberg & Company as its independent auditor.

Summary

The Annual Meeting of Stockholders will be held on December 5, 2025, at 9:30 a.m. local time at the company's offices in Mesa, Arizona.
Stockholders will vote on the election of four (4) members to the Board of Directors, each for a one (1) year term.
Stockholders will also vote to ratify the appointment of Weinberg & Company as the independent registered public accounting firm for the fiscal year ending December 31, 2025.
The record date for determining stockholders entitled to vote is October 8, 2025.
As of the record date, there were 5,829,741 shares of common stock outstanding.
The Board of Directors recommends voting FOR both proposals and FOR the election of each of the four director nominees.
Non-employee directors Joseph Farnsworth, Alejandro Franco, and Robert Gillen each received 15,000 options to purchase common stock as compensation for services during 2024, valued at $18,637 each.
Audit fees paid or accrued were $283,000 for 2024 and $137,500 for 2023.
The company paid $93,500 to BF Borgers for the 2023 audit, a firm sanctioned by the SEC in May 2024.
Kreit and Chiu CPA LLP was engaged in May 2024 for 10-Q reviews and a re-audit of 2023 and 2024, receiving $189,500, but did not finish or opine on the audits before being replaced by Weinberg & Company in February 2025.

Sentiment

Score: 6

Explanation: The filing is a routine proxy statement for an annual meeting, which is a neutral event. While it discloses past issues with auditors (SEC sanction), the company has taken corrective action by appointing a new firm, which is a positive for governance. The acknowledgment of below-market executive salaries is a minor negative, but overall, the document is procedural and does not contain significant positive or negative news impacting the company's operational or financial outlook.

Positives

The company is fulfilling its corporate governance obligations by holding a routine annual meeting and seeking stockholder approval for key appointments.
The appointment of Weinberg & Company as the new independent registered public accounting firm for fiscal year 2025 indicates a proactive step to strengthen financial oversight following issues with previous auditors.
The Board of Directors provides clear recommendations for stockholder votes, aiding in decision-making.
Non-employee directors receive stock-based compensation, which helps align their interests with those of the stockholders.

Negatives

A previous independent registered public accounting firm, BF Borgers, was sanctioned by the SEC in May 2024, indicating past issues with audit quality or compliance.
Another firm, Kreit and Chiu CPA LLP, engaged for re-audits and reviews, did not complete or opine on the 2023 or 2024 audits, suggesting further challenges in financial reporting processes.
Management acknowledges that base salaries for executive officers are currently below market, which could potentially impact talent retention or motivation.

Risks

The company faces inherent operational, economic, financial, legal, regulatory, and competitive risks, as is common in virtually all businesses.
There is a risk associated with the impact of the company's compensation program and associated incentives, although the Board has concluded it is not likely to have a material adverse effect.
Past issues with independent auditors (SEC sanction of BF Borgers and KC not completing audits) highlight potential ongoing risks related to financial reporting accuracy and regulatory compliance.

Future Outlook

The filing primarily outlines the agenda for the upcoming 2025 Annual Meeting of Stockholders, including the election of directors and the ratification of the independent auditor for the fiscal year ending December 31, 2025. It does not provide specific forward-looking statements regarding business performance, financial projections, or strategic initiatives beyond these governance matters.

Management Comments

Our Board of Directors recommends that you vote FOR Proposals 1 and 2 and FOR the election of each of the four nominees set forth in Proposal 1.
We believe that our executive officers and other key employees should have a portion of their potential annual compensation tied to our profitability and our other goals.
We strive to ensure compensation is competitive with companies similar to us; however, we acknowledge that base salaries are currently below market.

Industry Context

This filing is a standard proxy statement, primarily addressing corporate governance and executive compensation. While the company operates in the video surveillance and AI industries, and its directors have experience in telecommunications and cloud technology, the document does not offer specific insights into broader industry trends or competitive positioning. The change in auditors due to a previous firm's SEC sanction reflects a heightened regulatory environment within the accounting sector, which can impact companies across various industries.

Comparison to Industry Standards

The filing notes that executive officer base salaries are currently below market, indicating a potential divergence from industry compensation benchmarks, though no specific comparable companies or salary ranges are provided.
The company's board structure includes three independent directors out of four, which aligns with good corporate governance practices for public companies, particularly those listed on Nasdaq Capital Market.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
President	Sid Sung		December 31, 2023	Resigned

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Board Composition	The Board of Directors consists of four members, with three identified as independent (Joseph Farnsworth, Alejandro Franco, Robert D. Gillen) as defined by Nasdaq Capital Market rules.	Ongoing	Maintains compliance with independence requirements, enhancing oversight.
Audit Committee Financial Expert	Joseph Farnsworth has been determined to qualify as an audit committee financial expert.	Ongoing	Ensures specialized financial expertise on the Audit Committee for robust financial reporting oversight.
Committee Structure	The company has established and adopted charters for an Audit Committee, Compensation Committee, and Nominations and Corporate Governance Committee.	Ongoing	Provides structured oversight for key areas of corporate governance, compensation, and director selection.
Leadership Structure	The Chief Executive Officer, David Ly, also serves as the Chairman of the Board of Directors, a structure the Board believes allows for unified communication and effective decision-making.	Ongoing	Aims for streamlined leadership, though it combines roles often separated for independent oversight.
Code of Business Conduct and Ethics	A code of business conduct and ethics applicable to all directors, executive officers, and employees has been adopted.	Prior to Nasdaq Capital Market listing	Establishes ethical guidelines and promotes a culture of integrity and compliance.
Risk Oversight	The Board and its standing committees (Audit, Compensation, Nominations and Corporate Governance) oversee the management of various business risks, with specific responsibilities delegated to committees.	Ongoing	Provides a structured approach to identifying, assessing, and mitigating risks across the organization.

Legal Proceedings

None of the company's directors or officers have been involved in criminal proceedings (excluding minor traffic violations) or judicial/administrative proceedings related to securities laws in the past five years, except for matters dismissed without sanction or settlement.
The company's previous independent registered public accounting firm, BF Borgers, was sanctioned by the SEC in May 2024, which led to their replacement.

Related Party Transactions

No transactions exceeding $120,000 or 1% of average total assets since January 1, 2020, involving directors, executive officers, or 5% stockholders, or their immediate families, other than equity and other compensation arrangements.

Stakeholder Impact

**Shareholders:** Will have the opportunity to exercise their voting rights on director elections and auditor ratification, directly influencing corporate governance. The change in auditors may enhance confidence in financial reporting.
**Employees/Management:** Executive compensation details are disclosed, and the acknowledgment of below-market base salaries could influence morale or future compensation strategies.
**Customers/Suppliers:** No direct impact mentioned, as the filing focuses on internal governance.
**Regulatory Authorities:** The company's actions to replace auditors following an SEC sanction on a previous firm demonstrate responsiveness to regulatory concerns and a commitment to compliance.

Next Steps

Stockholders are urged to vote on the election of directors and the ratification of the independent auditor at the Annual Meeting on December 5, 2025.
The company will proceed with the Annual Meeting as scheduled.
Stockholders may submit proposals for inclusion in the company's 2025 proxy statement by June 10, 2026, pursuant to Rule 14a-8.
Stockholders wishing to nominate director candidates or introduce other business outside of Rule 14a-8 for the 2025 Annual Meeting must submit notice by August 24, 2025.

Key Dates

Date	Description
October 2009	David Ly founded Iveda Solutions and became CEO and Chairman.
January 18, 2010	Iveda Solutions adopted the 2010 Stock Option Plan.
February 2010	The Audit Committee of the Board of Directors was formed.
December 2013	Robert J. Brilon became Chief Financial Officer.
December 15, 2020	Iveda Solutions adopted the 2020 Plan for equity compensation.
May 2021	Gregory Omi became Chief Technology Officer.
December 31, 2023	Sid Sung resigned as President.
May 2024	BF Borgers, a previous audit firm, was sanctioned by the SEC.
May 10, 2024	Kreit and Chiu CPA LLP was engaged for quarterly 10-Q reviews and a re-audit of 2023 and 2024.
December 31, 2024	End of the fiscal year for which executive and director compensation is reported.
February 2025	Weinberg & Company was appointed as the principal accounting firm.
October 8, 2025	Record date for stockholders entitled to notice of and to vote at the Annual Meeting.
October 17, 2025	Date the Proxy Statement was issued.
December 5, 2025	Date of the Annual Meeting of Stockholders.
August 24, 2025	Deadline for stockholder notice of director nominations and other proposals (outside Rule 14a-8) for the 2025 Annual Meeting.
December 31, 2025	End of the fiscal year for which Weinberg & Company is appointed auditor.
June 10, 2026	Deadline for stockholder proposals for inclusion in the 2025 proxy statement (pursuant to Rule 14a-8).

Recommendation

hold

This filing is a routine definitive proxy statement for an annual meeting, primarily addressing corporate governance matters such as director elections and the ratification of the independent auditor. It does not contain new financial results, strategic announcements, or operational updates that would typically drive significant share price movement. While the change in auditors due to prior SEC sanctions on a former firm is a positive step for governance and compliance, it is a corrective action rather than a growth catalyst. The acknowledgment of below-market executive salaries is noted but not a major factor for an immediate investment decision. Therefore, a 'hold' recommendation is appropriate as there is no new material information to alter an existing investment thesis.

Keywords

Iveda Solutions, Proxy Statement, Annual Meeting, Corporate Governance, Director Election, Independent Auditor, Weinberg & Company, Executive Compensation, Stock Options, Financial Reporting, Risk Management

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