DEF: Vaso Corp. Sets 2025 Annual Meeting Agenda

Sentiment:

Proxy Statement 5 November 2025 6:10 AM

Vaso Corporation announces its 2025 Annual Meeting of Stockholders to vote on director elections, executive compensation, and the frequency of future 'Say on Pay' votes.

Worse than expectedNet income declined from $11,294,000 in 2022 to $951,000 in 2024, representing a significant decrease.Total Shareholder Return (TSR) for a $100 investment, which was $620 in 2023, dropped to $240 in 2024, indicating a substantial negative return for shareholders in the most recent year.

Summary

The Annual Meeting of Stockholders is scheduled for December 17, 2025, at 10:00 A.M. EST in New York, NY.
Stockholders will vote on the election of three Class II directors, a non-binding 'Say on Pay' proposal to approve executive compensation, and a non-binding 'Say When on Pay' proposal to recommend the frequency of future 'Say on Pay' votes.
The Board of Directors recommends voting for the election of the three Class II director nominees, for the approval of executive compensation, and for a three-year frequency for the 'Say When on Pay' vote.
As of October 31, 2025, there were 175,953,035 shares of common stock outstanding and entitled to vote.
Officers and directors collectively own 43.85% of the voting power and intend to vote in line with the Board's recommendations.
Net income decreased significantly from $11,294,000 in 2022 to $951,000 in 2024.
Total Shareholder Return (TSR) for a $100 investment declined from $620 in 2023 to $240 in 2024.

Sentiment

Score: 3

Explanation: The filing outlines routine corporate governance matters but reveals a significant decline in net income and Total Shareholder Return over the past two years, indicating poor financial and stock performance. While governance structures appear largely compliant, the financial results are concerning.

Positives

A majority of the Board's directors (4 out of 7) are independent, meeting NASDAQ listing standards.
The Audit Committee and Compensation Committee members meet stringent independence requirements.
The company has adopted a Code of Business Conduct and Ethics and an insider trading policy.
No related party transactions exceeding disclosure thresholds were reported for 2024 or are currently proposed.

Negatives

Net income decreased substantially from $11,294,000 in 2022 to $951,000 in 2024.
Total Shareholder Return (TSR) for a $100 investment declined significantly from $620 in 2023 to $240 in 2024, indicating poor stock performance.
The company does not have a standing nominating committee, with the full board acting in this capacity, and three directors are not independent for this function.
Executive compensation for the CEO (Jun Ma) decreased from $921,610 in 2023 to $756,635 in 2024, and for COO (Jane Moen) from $729,438 to $711,379, while Peter Castle's compensation decreased from $442,000 to $362,000, potentially reflecting the decline in company performance.

Risks

The non-binding nature of the 'Say on Pay' and 'Say When on Pay' proposals means the Board is not obligated to follow shareholder recommendations, potentially leading to misalignment with shareholder interests.
The significant ownership stake (43.85%) and voting intention of officers and directors could limit the influence of other shareholders on proposals.
The decline in net income and Total Shareholder Return (TSR) over the past two years indicates potential operational or market challenges.
The lack of a separate, independent nominating committee could raise concerns about board independence and the nomination process, despite the full board having a majority of independent directors.

Future Outlook

The filing primarily focuses on past performance and upcoming corporate governance matters for the annual meeting. It does not provide explicit forward-looking statements or guidance regarding future financial performance, operational targets, or strategic initiatives beyond the scope of the annual meeting proposals.

Management Comments

Our executive compensation philosophy and program are intended to achieve three objectives: align interests of the Named Executive Officers with shareholder interests; link the Named Executive Officers pay to performance; and attract, motivate and retain executive talent.
The Company believes that its compensation program, policies and procedures are reasonable and appropriate and compare favorably with the compensation programs, policies and procedures of its peers.
The Company believes that holding a Say on Pay vote every three years aligns with long-term strategic goals and performance cycles and provides shareholders and the Board with a broader perspective on the effectiveness of executive compensation over the longer term, rather than focusing on short-term results.
Vaso believes the time and resources of its independent directors is best allocated to its audit committee and its compensation committee.
Because the full board is made up of a majority of independent directors, the Company believes those independent directors have sufficient influence to result in a robust nomination discussion and process.

Industry Context

The filing is a standard proxy statement, primarily focused on internal corporate governance, executive compensation, and director elections. It does not offer specific insights into broader industry trends or competitive landscape, other than general statements about executive compensation comparing favorably with peers. The mention of the 'Achari business combination' in the audit fees suggests activity in M&A, but no details are provided to contextualize it within the industry.

Comparison to Industry Standards

The filing states that the company believes its compensation program compares favorably with its peers, but no specific comparable companies, projects, or results are listed to substantiate this claim.
The significant decline in net income and TSR from 2022 to 2024 suggests underperformance relative to a growth-oriented industry standard, though no direct industry benchmarks are provided in the filing.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Vice Chairman of the Board	David Lieberman	Edgar G. Rios	January 2025	Reassignment of roles within the board.
Chief Operating Officer	Peter C. Castle	NA	January 2025	Peter C. Castle's term as COO ended; he remains President of VasoTechnology.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Board Structure	The Board consists of 7 directors separated into three classes (Class I, II, III) with staggered terms.	Ongoing	Ensures continuity of board membership and limits the ability of a single shareholder action to replace the entire board.
Director Independence	Four out of seven current directors (Joshua Markowitz, Edgar Rios, Behnam Movaseghi, Leon Dembo) are independent under NASDAQ listing standards.	Ongoing	A majority of independent directors enhances oversight and shareholder representation.
Committee Independence	Audit Committee and Compensation Committee members meet the more stringent independence requirements of NASDAQ and SEC.	Ongoing	Ensures robust oversight of financial reporting and executive compensation.
Nominating Committee Structure	The full Board of Directors acts as the Nominating Committee, rather than a standing committee. Three directors (Jun Ma, Jane Moen, David Lieberman) are not independent for this function.	Ongoing	While the full board has a majority of independent directors, the lack of a dedicated, fully independent nominating committee could be perceived as a governance weakness, potentially impacting the objectivity of director nominations.
Code of Ethics and Insider Trading Policy	Adopted a code of conduct and ethics applicable to directors, officers, and employees, including an insider trading policy requiring pre-clearance of trades and prohibiting trading during blackout periods.	Ongoing	Promotes ethical conduct and helps prevent insider trading, enhancing corporate integrity and compliance.

Related Party Transactions

No related party transactions exceeding the lesser of $120,000 or 1% of average total assets were reported for the year ended December 31, 2024, nor are any currently proposed.

Stakeholder Impact

Shareholders: Will have the opportunity to vote on key governance matters (director elections, executive compensation, frequency of Say on Pay). However, the significant insider ownership (43.85%) may limit the impact of external shareholder votes. The decline in TSR and net income negatively impacts shareholder value.
Executive Officers: Compensation levels and employment agreements are detailed, with potential severance benefits and equity awards. The 'Say on Pay' vote directly relates to their compensation.
Directors: Three Class II directors are up for re-election. Director compensation is disclosed. The board's composition and independence are highlighted.
Employees: The Code of Business Conduct and Ethics and insider trading policy apply to all employees. Executive compensation philosophy aims to attract, motivate, and retain talent.

Next Steps

Stockholders to vote on director elections, Say on Pay, and Say When on Pay at the Annual Meeting on December 17, 2025.
The Board will take into account the outcome of the non-binding Say on Pay and Say When on Pay votes when considering future executive compensation arrangements and frequency.
Shareholders interested in submitting proposals for the 2026 Annual Meeting must do so by July 8, 2026.
Shareholders intending to solicit proxies for director nominees for the 2026 Annual Meeting must provide notice by October 16, 2026.

Key Dates

Date	Description
2000	Behnam Movaseghi became treasurer and secretary of Kerns Manufacturing Corporation.
2001-08	Jonathan P. Newton became Vasomedicals Director of Budgets and Analysis.
2001-10	Peter C. Castle became Chief Financial Officer of NetWolves Network Services, LLC.
2002	AmeriChoice Corporation acquired by United Healthcare.
2006-06	Jonathan P. Newton became Director of Budgets and Financial Analysis for Curtiss-Wright Flow Control.
2007-06	Jun Ma, PhD, became a director.
2007-07	Behnam Movaseghi became a director.
2008-10-16	Jun Ma, PhD, appointed President and Chief Executive Officer.
2010-04	Jane Moen started as an Account Manager at VasoHealthcare.
2010-08	Peter C. Castle became a director.
2010-09-01	Jonathan P. Newton served as Chief Financial Officer.
2011-02	David Lieberman became a director.
2011-02	Edgar G. Rios became a director.
2011-03	Herley Industries, Inc. was sold.
2011-09-08	Jonathan P. Newton's initial term as Chief Financial Officer ended.
2012-01	Jane Moen promoted to Regional Manager at VasoHealthcare.
2012-07	Jane Moen promoted to Director of Product Business Lines at VasoHealthcare.
2015-06	Joshua Markowitz became a director.
2015-06	Peter C. Castle served as Chief Operating Officer after the NetWolves acquisition.
2016-04	Jane Moen promoted to Vice President of Sales at VasoHealthcare.
2016-06-15	Board approved the Vasomedical 2016 Stock Plan.
2016-08	Joshua Markowitz appointed Chairman of the Board.
2018-06	Jane Moen became President of Vaso Diagnostics, Inc. d/b/a VasoHealthcare.
2019-05-10	Company modified Employment Agreement with Dr. Jun Ma.
2019-05-10	Board approved the Vaso Corporation 2019 Stock Plan.
2019-12	Peter C. Castle's directorship ended.
2020-03	Jane Moen became a director.
2021-12-31	Baseline date for Total Shareholder Return (TSR) calculation.
2022-11	Jane Moen became an executive officer of the Company.
2022-12-31	Company executed an Employment Agreement with Ms. Jane Moen.
2023-04	Leon Dembo became a director.
2024-12-31	End of fiscal year for which financial statements and audit fees are reported.
2025-01	David Lieberman's term as Vice Chairman of the Board ended.
2025-01	Edgar G. Rios became Vice Chairman of the Board.
2025-01	Peter C. Castle's term as Chief Operating Officer ended.
2025-05-31	Latest possible extension date for Dr. Jun Ma's employment agreement.
2025-10-31	Record date for the Annual Meeting of Stockholders.
2025-11-05	Proxy statement and enclosed proxy card first mailed to shareholders.
2025-11-05	Date of the notice of annual meeting.
2025-12-12	Deadline for legal proxy registration for beneficial owners to attend the Annual Meeting.
2025-12-17	Date of the Annual Meeting of Stockholders.
2026	Vasomedical 2016 Stock Plan will expire.
2026-07-08	Deadline for shareholder proposals for inclusion in the 2026 Annual Meeting proxy statement.
2026-10-16	Deadline for shareholders to provide notice for director nominees under universal proxy rules for the 2026 Annual Meeting.
2026-12-31	Latest possible extension date for Ms. Jane Moen's employment agreement.
2028	Term expiration for Class II directors elected at the 2025 Annual Meeting.
2028	Term expiration for Class III directors.
2031	Next 'Say When on Pay' vote will be provided to stockholders.

Recommendation

hold

The filing is a routine proxy statement for an annual meeting, not an earnings report or strategic announcement. While it reveals a significant decline in net income and Total Shareholder Return over the past two years, this information is presented in the context of executive compensation disclosure rather than as a primary financial update. The governance proposals are standard. Given the lack of new operational or strategic information, and the historical financial data being presented as part of compensation context, a 'hold' recommendation is appropriate as there's no immediate catalyst for a strong buy or sell based solely on this proxy filing. Investors should await the full annual report (10-K) for a comprehensive financial review and future guidance.

Keywords

Vaso Corporation, Proxy Statement, Annual Meeting, Director Election, Executive Compensation, Say on Pay, Corporate Governance, Shareholder Vote, SEC Filing, Financial Performance, Total Shareholder Return, Net Income

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