UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934 (Amendment No.
)
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material under §240.14a-12
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VASO
CORPORATION
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(Name of Registrant as Specified in its Charter)
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________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
☒ No fee required.
☐ Fee computed on table below per Exchange Act
Rules 14a-6(i)(1) and 0-11.
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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☐ Fee paid previously with preliminary materials.
☐ Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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VASO CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
On November 15, 2022
To our Stockholders:
An annual meeting of stockholders will be held at the Grand Hyatt
Tampa Bay Hotel, 2900 Bayport Drive, Tampa, Florida 33607 on
Tuesday, November 15, 2022, beginning at 10:00 A.M. EST.
Stockholders may also attend the meeting by video conference at the
corporate offices of Vaso Corporation located at 137 Commercial
Street, Suite 200, Plainview, New York 11803. At the meeting, you
will be asked to vote on the following matters:
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Election of two directors in Class II, to hold office until the
2025 Annual Meeting of Stockholders.
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Ratification of the appointment of UHY LLP as our independent
registered public accountants for the year ending December 31,
2022.
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3.
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Any other matters that properly come before the meeting.
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The above matters are set forth in the proxy statement attached to
this notice to which your attention is directed.
If you are a stockholder of record at the close of business on
September 23, 2022, you are entitled to vote at the meeting or at
any adjournment or postponement of the meeting. This notice and
proxy statement is first being mailed to stockholders on or about
October 3, 2022.
Important Notice Regarding the Availability of Proxy
Materials for the Stockholder Meeting to be held on November 15,
2022: The Proxy Statement and Report on Form 10-K are available
at www.proxyvote.com for
registered holders and for beneficial owners.
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By Order of the Board of Directors, |
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/s/ Jun Ma |
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JUN MA |
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Chief Executive Officer and President |
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Dated: October 3, 2022
Plainview,
New York
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN
FLORIDA OR NEW YORK, YOU ARE URGED TO COMPLETE, SIGN, DATE AND
RETURN THE ENCLOSED PROXY CARD IN THE ACCOMPANYING PRE-ADDRESSED
POSTAGE-PAID ENVELOPE AS DESCRIBED ON THE ENCLOSED PROXY CARD. YOUR
PROXY, GIVEN THROUGH THE RETURN OF THE ENCLOSED PROXY CARD, MAY BE
REVOKED PRIOR TO ITS EXERCISE BY FILING WITH OUR CORPORATE
SECRETARY PRIOR TO THE MEETING A WRITTEN NOTICE OF REVOCATION OR A
DULY EXECUTED PROXY BEARING A LATER DATE, OR BY ATTENDING THE
MEETING AND VOTING IN PERSON.
THIS PAGE LEFT INTENTIONALLY BLANK
VASO CORPORATION
137 Commercial Street, Suite 200
Plainview, NY 11803
_______________
PROXY STATEMENT
_______________
ANNUAL MEETING OF STOCKHOLDERS
November 15, 2022
This proxy statement is being furnished to the holders of common
stock, par value $.001, per share (the “common stock”) of Vaso
Corporation (the “Company”) in connection with the solicitation by
and on behalf of its board of directors (the “Board”) of proxies
for use at the Annual Meeting of Stockholders (“Annual Meeting”).
Our Annual Meeting will be held on November 15, 2022 at the Grand
Hyatt Tampa Bay Hotel, 2900 Bayport Drive, Tampa, Florida 33607 at
10:00 A.M. EST. You may also attend the Annual Meeting by video
conference at our corporate offices located at 137 Commercial
Street, Suite 200, Plainview, New York 11803. This proxy statement
contains information about the matters to be considered at the
meeting or any adjournments or postponements of the meeting. This
notice and proxy statement is first being mailed to stockholders on
or about October 3, 2022.
ABOUT THE MEETING
What is being considered at the
meeting?
You will be voting on the following:
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election of two Class II
directors; |
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ratification of the appointment of
our independent registered public accountants; and |
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any other matters that properly
come before the meeting. |
Who is entitled to vote at the
meeting?
You may vote if you were a stockholder of record as of the close of
business on September 23, 2022. Each share of stock is entitled to
one vote.
How do I vote?
You can vote in four ways:
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by attending the meeting in Florida
or New York in person; |
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by completing, signing and
returning the enclosed proxy card; |
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by the internet at
www.proxyvote.com, or; |
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by phone at 1-800-690-6903. |
Voting
by Proxy
For stockholders whose shares are registered in their own names, as
an alternative to voting in person at the Annual Meeting, you may
vote by proxy via the Internet, by telephone or, for those
stockholders who receive a paper proxy card in the mail, by mailing
a completed proxy card. For those stockholders who receive a Notice
of Internet Availability of Proxy Materials, the Notice of Internet
Availability of Proxy Materials provides information on how to
access your proxy card, which contains instructions on how to vote
via the Internet or by telephone. For those stockholders who
receive a paper proxy card, instructions for voting via the
Internet or by telephone are set forth on the proxy card;
alternatively, such stockholders who receive a paper proxy card may
vote by mail by signing and returning the mailed proxy card in the
prepaid and addressed envelope that is enclosed with the proxy
materials. In each case, your shares will be voted at the Annual
Meeting in the manner you direct.
If your shares are registered in the name of a bank or brokerage
firm (your record holder), you may also submit your voting
instructions over the Internet or by telephone by following the
instructions provided by your record holder in the Notice of
Internet Availability of Proxy Materials. If you received printed
copies of the proxy materials, you can submit voting instructions
by telephone or mail by following the instructions provided by your
record holder on the enclosed voting instructions card. Those who
elect to vote by mail should complete and return the voting
instructions card in the prepaid and addressed envelope
provided.
Voting
at the Meeting
If your shares are registered in your own name, you have the right
to vote in person at the Annual Meeting by using the ballot
provided at the Annual Meeting, or if you requested and received
printed copies of the proxy materials by mail, you can complete,
sign and date the proxy card enclosed with the proxy materials you
received and submit it at the Annual Meeting. If you hold shares
through a bank or brokerage firm and wish to be able to vote in
person at the Annual Meeting, you must obtain a “legal proxy” from
your brokerage firm, bank or other holder of record and present it
to the inspector of elections with your ballot at the Annual
Meeting. Even if you plan to attend the Annual Meeting, we
recommend that you submit your proxy or voting instructions in
advance of the meeting as described above so that your vote will be
counted if you later decide not to attend the Annual Meeting.
Submitting your proxy or voting instructions in advance of the
meeting will not affect your right to vote in person should you
decide to attend the Annual Meeting.
Can I change my mind after I vote?
Yes, you may change your mind at any time before the vote is taken
at the meeting. You can do this by (1) signing another proxy with a
later date and returning it to us prior to the meeting, (2) filing
with our corporate secretary (Corporate Secretary, Vaso Corporation
137 Commercial Street, Suite 200, Plainview, New York 11803) a
written notice revoking your proxy, or (3) voting again at the
meeting.
What if I return my proxy card but do not include
voting instructions?
Proxies that are signed and returned but do not include voting
instructions will be voted FOR the election of the
nominees for director described herein; and FOR
the ratification of our appointment of UHY LLP as our independent
registered public accountants.
What does it mean if I receive more than one proxy
card?
It means that you have multiple accounts with brokers and/or our
transfer agent. Please vote all of these shares. We recommend that
you contact your broker and/or our transfer agent to consolidate as
many accounts as possible under the same name and address. Our
transfer agent is American Stock Transfer & Trust Company (718)
921-8200.
Will my shares be voted if I do not provide my
proxy?
If you hold your shares directly in your own name, they will not be
voted if you do not provide a proxy. Your shares may be voted under
certain circumstances if they are held in the name of a brokerage
firm. Under current rules of the New York Stock Exchange to which
its members are subject, brokerage firms holding shares of common
stock in “street name” may vote, in their discretion, on behalf of
their clients if such clients have not furnished voting
instructions with respect to ratification of the selection of the
Company’s independent registered public accounting firm, but not
with respect to the election of directors or any of the other
proposals. Such voted shares are counted for the purpose of
establishing a quorum. A broker non-vote occurs when a broker
cannot exercise discretionary voting power and has not received
instructions from the beneficial owner.
How many votes must be present to hold the
meeting?
Your shares are counted as present at the meeting if you attend the
meeting and vote in person or if you properly return a proxy by
mail. Proxies submitted that contain abstentions or broker
non-votes will be deemed present at our meeting. In order for us to
conduct our meeting, a majority of the shares of our outstanding
common stock as of the close of business on September 23, 2022,
must be present at the meeting. This is referred to as a quorum. On
September 23, 2022, there were 175,127,878 shares of common stock
outstanding and entitled to vote as a single class.
What vote is required to approve each
item?
Directors are elected by a plurality of the votes cast. This means
that the nominee for a slot with the most votes, or, if there are
two or more nominees for a class, the two or more nominees, as the
case may be, with the most votes for a particular class, will be
elected to fill the available slot(s) for that class. Shares that
are not voted, either because you marked your proxy card to
withhold authority to vote for one or more nominees or because they
are broker non-votes, will have no impact on the election of
directors.
The ratification of the appointment of UHY LLP as our independent
registered public accounting firm requires the affirmative vote of
a majority of the total votes cast on the proposal (whether in
person or by proxy) by holders entitled to vote on the proposal,
assuming a quorum is present at the meeting. An abstention will be
counted as a vote against that proposal and broker non-votes are
not considered votes cast with respect to that matter, and
consequently, will have no effect on the votes on that matter.
Our officers and directors directly or beneficially own 44.56% of
our voting power and intend to vote FOR the
election of the nominees for directors described herein and
FOR the ratification of our appointment of UHY LLP
as our independent registered public accountants.
Security
Ownership of Certain Beneficial Owners and Management
The following table sets forth the beneficial ownership of shares
of our common stock as of August 31, 2022 of (i) each person known
by us to beneficially own 5% or more of the shares of outstanding
common stock, based solely on filings with the SEC, (ii) each of
our executive officers and directors, and (iii) all of our
executive officers and directors as a group. Except as otherwise
indicated, all shares are beneficially owned, and investment and
voting power is held by the persons named as owners.
The percentage of beneficial ownership for the table is based on
175,127,878 shares of our common stock outstanding as of August 31,
2022. To our knowledge, except under community property laws or as
otherwise noted, the persons and entities named in the table have
sole voting and sole investment power over their shares of our
common stock. Unless otherwise indicated, each beneficial owner
listed below maintains a mailing address of c/o Vaso Corporation,
137 Commercial Street, Suite 200, Plainview, New York 11803.
*Less than 1% of the Company's common stock
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1.
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No
officer or director owns more than one percent of the issued and
outstanding common stock of the Company unless otherwise
indicated.
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Applicable percentages are based on 175,127,878 shares of common
stock outstanding as of August 31, 2022, adjusted as required by
rules promulgated by the SEC.
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3.
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Joshua Markowitz is the record holder of 350,000 shares of our
common stock. Additionally, he has voting power and dispositive
power over 55,738,318 shares of our common stock in his capacity as
executor of the estate of Simon Srybnik (the “Estate”), comprised
of the following: 25,714,286 shares of common stock owned by Kerns
Manufacturing, of which the Estate is the majority shareholder;
17,815,007 shares of common stock owned by Living Data Technology
Corp, of which the Estate is the majority shareholder; and
12,209,025 shares of common stock owned by the Estate.
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Compliance
with Section 16(a) of The Securities Exchange Act
Section 16(a) of the Exchange Act requires our executive officers,
directors and persons who own more than ten percent of a registered
class of our equity securities ("Reporting Persons") to file
reports of ownership and changes in ownership on Forms 3, 4 and 5
with the Securities and Exchange Commission (the "SEC") and the
National Association of Securities Dealers, Inc. (the "NASD").
These Reporting Persons are required by SEC regulation to furnish
us with copies of all Forms 3, 4 and 5 they file with the SEC and
the NASD. Based solely upon our review of the copies of the forms
it has received, we believe that all Reporting Persons complied
with all filing requirements applicable to them with respect to
transactions during the year ended December 31, 2021.
PROPOSAL
ONE
ELECTION OF DIRECTORS
Our Certificate of Incorporation provides for a Board consisting of
not less than three nor more than nine directors. Our Board now
consists of six directors. The Board has three classes of
directors: Class I, whose term will expire in 2024 currently
consisting of Mr. Markowitz and Mr. Rios; Class II, whose term will
expire in 2022 currently consisting of Mr. Movaseghi and Ms. Moen;
and Class III, whose term will expire in 2023, currently consisting
of Dr. Ma and Mr. Lieberman. The directors each intend to serve on
the Board until his or her successor is duly elected and qualified.
The Board has nominated Mr. Movaseghi and Ms. Moen for election as
Class II directors to serve until the 2025 annual meeting of
stockholders or until their successors are duly elected and
qualified.
Assuming a quorum is present, the nominee for a slot with the most
votes, or, if there are two or more nominees for a class, the two
or more nominees, as the case may be, with the most votes for a
particular class, will be elected to fill the available slot(s) for
that class. Consequently, any shares not voted at the meeting,
whether by abstention or otherwise, will have no effect on the
election of directors. Shares represented by executed proxies in
the form enclosed will be voted, unless otherwise indicated, for
the election as directors of the nominee(s) identified above unless
any such nominee shall be unavailable, in which event such shares
will be voted for a substitute nominee designated by the Board. The
Board has no reason to believe that any of the nominees will be
unavailable or, if elected, will decline to serve.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ELECTION OF
THE ABOVE NOMINEES AS DIRECTORS.
PROPOSAL
TWO
PROPOSAL FOR RATIFICATION OF THE APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
The Board, upon the recommendation of the Audit Committee,
recommends that the stockholders ratify the appointment of UHY LLP
as our Company's independent registered public accounting firm to
audit our financial statements for the fiscal year ending December
31, 2022.
Our Audit Committee has determined that the provision of services
by UHY LLP other than for audit-related services is compatible with
maintaining the independence of UHY LLP as our independent
accountants. In accordance with the Audit Committee charter, the
Audit Committee approves all audit and non-audit services provided
by UHY LLP as our independent accountants.
The proposal will be adopted only if it receives the affirmative
vote of a majority of the total votes cast on the proposal by
holders entitled to vote at the Annual Meeting on this
proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE
RATIFICATION OF THE APPOINTMENT OF UHY LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM.
BOARD OF DIRECTORS
Information about the Directors
As of September 23, 2022, the members of our Board of Directors
are:
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Name of Director
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Age
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Principal Occupation
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Director Since
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Joshua Markowitz (2)
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66
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Chairman of the Board and Director
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June, 2015
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David Lieberman
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77
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Vice Chairman of the Board and Director
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February, 2011
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Jun Ma
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59
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President, Chief Executive Officer and Director
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June, 2007
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Behnam Movaseghi (1) (2)
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69
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Director
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July, 2007
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Edgar Rios (1)
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70
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Director
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February, 2011
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Jane Moen
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42
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President of VasoHealthcare and Director
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March, 2020
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Member of the Audit Committee
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(2)
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Member of Compensation Committee
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The following is a brief account of the business experience for at
least the past five years of our directors:
Joshua Markowitz has been a director since June
2015, and was appointed Chairman of the Board of the Company in
August 2016. Mr. Markowitz has been a practicing attorney in the
State of New Jersey for in excess of 30 years. He is currently a
senior partner in the New Jersey law firm of Markowitz O'Donnell,
LLP and also President of Kerns Manufacturing Corporation.
David Lieberman has been a director of the Company
and the Vice Chairman of the Board, since February 2011. Mr.
Lieberman has been a practicing attorney in the State of New York
for more than 40 years, specializing in corporation and securities
law. He is currently of counsel at the law firm of Ortoli
Rosenstadt LLP, which performs certain legal services for the
Company and its subsidiaries. Mr. Lieberman is a former Chairman of
the Board of Herley Industries, Inc., which was sold in March,
2011.
Jun Ma, PhD, has been a director since June 2007
and was appointed President and Chief Executive Officer of the
Company on October 16, 2008. Dr. Ma has held various positions in
academia and business, and prior to becoming President and CEO of
the Company, had provided technology and business consulting
services to several domestic and international companies in
aerospace, automotive, biomedical, medical device, and other
industries, including Kerns Manufacturing Corp. and Living Data
Technology Corp., both of which are stockholders of our Company.
Dr. Ma received his PhD degree in mechanical engineering from
Columbia University, MS degree in biomedical engineering from
Shanghai University, and BS degree in precision machinery and
instrumentation from University of Science and Technology of
China.
Behnam Movaseghi, CPA, has been a director since
July 2007. Mr. Movaseghi has been treasurer and secretary of Kerns
Manufacturing Corporation since 2000, and controller from 1990 to
2000. For approximately ten years prior thereto Mr. Movaseghi was a
tax and financial consultant. Mr. Movaseghi is a Certified Public
Accountant.
Edgar G. Rios has been a director of the Company
since February 2011. Mr. Rios was most recently the co-founder, CEO
and Managing Member of SHD Oil & Gas LLC, an oil and gas
exploration and development firm operating on the reservation of
the Three Affiliate Tribes in North Dakota. Previously, Mr. Rios
was a co-founder, Executive Vice President, General Counsel and
Director of AmeriChoice Corporation from its inception in 1989
through its acquisition by UnitedHealthcare in 2002 and continued
as a senior executive with United Healthcare through 2007. Prior to
co-founding AmeriChoice, Mr. Rios was a senior executive with a
number of businesses that provided technology services and
non-technology products to government purchasers. Over the years,
Mr. Rios also has been an investor, providing seed capital to
various technology and nontechnology start-ups. Mr. Rios serves on
the Board of Advisors of Columbia Law School as well as on the
Board of Trustees of Meharry Medical School and the Brookings
Institution in Washington; and as a director of the An-Bryce
Foundation and Los Padres Foundation in Virginia. Mr. Rios holds a
J.D. from Columbia University Law School and an A.B. from Princeton
University.
Jane Moen has been a director since March 2020.
Ms. Moen has been President of the Company’s wholly-owned
subsidiary, Vaso Diagnostics, Inc. d/b/a VasoHealthcare since June
2018, following a remarkable career track record at VasoHealthcare,
starting as an Account Manager at the inception of VasoHealthcare
in April 2010 and being promoted to Regional Manager in January
2012, Director of Product Business Lines in July 2012 and Vice
President of Sales in April 2016. Jane Moen has been in the medical
sales industry for over 17 years, having had prior experience with
Ledford Medical Sales, Vital Signs, Inc., Pfizer Inc. and Ecolab,
Inc.
Directors’ Compensation
Each of the non-employee directors receives an annual fee of
$30,000 as well as a fee of $2,500 for each Board of Directors and
Committee meeting attended, except for the Chairman who receives a
flat fee of $120,000 per annum starting April 1, 2021. Committee
chairs receive an additional annual fee of $5,000. These fees are
either paid in cash, or common stock valued at the fair market
value of the common stock on the date of grant, which is the
meeting date. The Company also reimburses directors for reasonable
expenses incurred in attending meetings.
The table below summarizes compensation paid in the year ended
December 31, 2021 by the Company to its then directors:
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Fees Earned or Paid in Cash
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Stock Awards
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Option Awards
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Non-equity Incentive Plan Compensation
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Nonqualified Deferred Compensation Earnings
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All Other Compensation (1)
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Total
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Name
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($)
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($)
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($)
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($)
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($)
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($)
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($)
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David Lieberman
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40,000 |
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- |
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- |
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- |
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- |
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28,828 |
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68,828 |
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Joshua Markowitz
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132,500 |
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- |
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- |
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- |
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- |
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- |
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132,500 |
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Behnam Movaseghi
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57,500 |
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- |
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- |
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- |
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- |
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- |
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57,500 |
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Edgar Rios
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57,500 |
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- |
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- |
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- |
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- |
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- |
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57,500 |
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(1)
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Health benefit premiums.
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Board Meetings and Attendance
Our Board held four meetings during the year ended December 31,
2021. Each director attended or participated in all meetings of the
Board.
Audit Committee and Audit Committee Financial
Expert
The Board has a standing Audit Committee. The Board has determined
that each director who serves on the Audit Committee is
independent, as the term is defined by applicable Securities and
Exchange Commission ("SEC") rules. During the year ended December
31, 2021, the Audit Committee consisted of Edgar Rios, committee
chair, and Behnam Movaseghi. The members of the Audit Committee
have substantial experience in assessing the performance of
companies, gained as members of the Company’s Board of Directors
and Audit Committee, as well as by serving in various capacities in
other companies or governmental agencies. As a result, they each
have an understanding of financial statements. The Board believes
that Behnam Movaseghi fulfills the role of the financial expert on
this committee.
The Audit Committee regularly meets with our independent registered
public accounting firm without the presence of management.
The Audit Committee operates under a charter approved by the Board
of Directors. The Audit Committee charter is available on our
website.
Compensation Committee
Our Compensation Committee annually establishes, subject to the
approval of the Board of Directors and any applicable employment
agreements, the compensation that will be paid to our executive
officers during the coming year, as well as administers our
stock-based benefit plans. During the year ended December 31, 2021,
the Compensation Committee consisted of Joshua Markowitz, committee
chair, and Behnam Movaseghi. None of these persons have been
officers or employees of the Company at the time of their position
on the committee, or, except as otherwise disclosed, had any
relationship requiring disclosure herein.
The Compensation Committee operates under a charter approved by the
Board of Directors. The Compensation Committee charter is available
on our website.
Nominating Committee
The Company does not maintain a standing nominating committee.
THE MANAGEMENT
As of August 27, 2021, our executive officers are:
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Name of Officer
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Age
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Position held with the Company
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Jun Ma, PhD
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59
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President and Chief Executive Officer
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Peter Castle
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54
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Chief Operating Officer
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Michael J. Beecher
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77
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Co-Chief Financial Officer and Secretary
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Jonathan P. Newton
|
|
61
|
|
Co-Chief Financial Officer, Vice President of Finance and
Treasurer
|
Peter Castle was a director from August 2010 to
December 2019 and was appointed the Chief Operating Officer of the
Company after the NetWolves acquisition in June 2015. Prior to the
acquisition, Mr. Castle was the President and Chief Executive
Officer of NetWolves Network Services, LLC, where he has been
employed since 1998. At NetWolves, Mr. Castle also held the
position of Chief Financial Officer from 2001 until October 2009,
Vice President of Finance since January 2000, Controller from
August 1998 until December 1999 and Treasurer and Secretary from
August 1999.
Michael J. Beecher, CPA, is currently Co-Chief
Financial Officer and joined the Company as Chief Financial Officer
in September 2011. Prior to joining Vasomedical, Mr. Beecher was
Chief Financial Officer of Direct Insite Corp., a publicly held
company, from December 2003 to September 2011. Prior to his
position at Direct Insite, Mr. Beecher was Chief Financial Officer
and Treasurer of FiberCore, Inc., a publicly held company in the
fiber-optics industry. From 1989 to 1995 he was Vice-President
Administration and Finance at the University of Bridgeport. Mr.
Beecher began his career in public accounting with Haskins &
Sells, an international public accounting firm. He is a graduate of
the University of Connecticut, a Certified Public Accountant and a
member of the American Institute of Certified Public
Accountants.
Jonathan P. Newton served as Chief Financial
Officer of the Company from September 1, 2010 to September 8, 2011,
and is currently Co-Chief Financial Officer, Vice President of
Finance and Treasurer. From June 2006 to August 2010, Mr. Newton
was Director of Budgets and Financial Analysis for Curtiss-Wright
Flow Control. Prior to his position at Curtiss-Wright Flow Control,
Mr. Newton was Vasomedical’s Director of Budgets and Analysis from
August 2001 to June 2006. Prior positions included Controller of
North American Telecommunications Corp., Accounting Manager for
Luitpold Pharmaceuticals, positions of increasing responsibility
within the internal audit function of the Northrop Grumman
Corporation and approximately three and one half years as an
accountant for Deloitte Haskins & Sells, during which time Mr.
Newton became a Certified Public Accountant. Mr. Newton holds a
B.S. in Accounting from SUNY at Albany, and a B.S. in Mechanical
Engineering from Hofstra University.
Executive Compensation
The following table sets forth the annual and long-term
compensation of our Chief Executive Officer and each of our most
highly compensated officers and employees who were serving as
executive officers or employees at the end of the last completed
fiscal year for services rendered for the years ended December 31,
2021 and 2020.
|
Name and Principal Position
|
|
Year
|
|
Salary ($)
|
|
|
Bonus ($)
|
|
|
Stock Awards ($) (1)
|
|
|
Option Awards ($) (1)
|
|
Non-Equity Incentive Plan Compensation ($)
|
|
Nonqualified Deferred Compensation Earnings ($)
|
|
All Other Compensation ($) (2)
|
|
|
Total ($)
|
|
|
Jun Ma,
PhD
|
|
2021
|
|
|
500,000 |
|
|
|
100,000 |
|
|
|
|
|
|
|
|
|
|
|
|
87,065 |
|
|
|
687,065 |
|
|
Chief Executive Officer
|
|
2020
|
|
|
500,000 |
|
|
|
75,000 |
|
|
|
|
|
|
|
|
|
|
|
|
59,548 |
|
|
|
634,548 |
|
|
Peter C. Castle
|
|
2021
|
|
|
350,000 |
|
|
|
35,000 |
|
|
|
|
|
|
|
|
|
|
|
|
13,950 |
|
|
|
398,950 |
|
|
Chief Operating Officer (1)
|
|
2020
|
|
|
343,437 |
|
|
|
52,500 |
|
|
|
|
|
|
|
|
|
|
|
|
13,950 |
|
|
|
409,887 |
|
|
Michael J. Beecher
|
|
2021
|
|
|
108,000 |
|
|
|
20,000 |
|
|
|
|
|
|
|
|
|
|
|
|
3,362 |
|
|
|
131,362 |
|
|
Co-Chief Financial Officer
|
|
2020
|
|
|
120,000 |
|
|
|
12,600 |
|
|
|
|
|
|
|
|
|
|
|
|
3,360 |
|
|
|
135,960 |
|
|
Jane Moen
|
|
2021
|
|
|
275,000 |
|
|
|
225,000 |
|
|
|
|
|
|
|
|
|
|
|
|
26,931 |
|
|
|
526,931 |
|
|
President of Vasohealthcare (2)
|
|
2020
|
|
|
275,000 |
|
|
|
74,250 |
|
|
|
20,000 |
|
|
|
|
|
|
|
|
|
11,450 |
|
|
|
380,700 |
|
|
Jonathan P. Newton
|
|
2021
|
|
|
200,000 |
|
|
|
50,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
11,618 |
|
|
|
261,618 |
|
|
Co-Chief Financial Officer and Treasurer
|
|
2020
|
|
|
190,000 |
|
|
|
30,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
8,722 |
|
|
|
228,722 |
|
|
1.
|
Represents fair value on the date of grant. See Note C to the
Consolidated Financial Statements included in our Form 10–K for the
year ended December 31, 2021 for a discussion of the relevant
assumptions used in calculating grant date fair value.
|
|
2.
|
Represents tax gross-ups, vehicle allowances, Company-paid life
insurance, and amounts matched in the Company’s 401(k) Plan.
|
Employment Agreements
On March 21, 2011, the Company entered into an Employment Agreement
with its President and Chief Executive Officer, Dr. Jun Ma, for a
three-year term ending on March 14, 2014. The agreement was amended
in 2013 and in 2015 and again in 2019 for a five-year term ending
May 31, 2024 and to provide for a continuing one-year term, unless
earlier terminated by the Company, but in no event can extend
beyond May 31, 2026. The Employment Agreement currently provides
for annual compensation of $500,000. Dr. Ma is eligible to receive
a bonus for each fiscal year during the employment term. The amount
and the occasion for payment of such bonus, if any, shall be at the
discretion of the Board of Directors. Dr. Ma also is eligible for
an award under any long-term incentive compensation plan and grants
of options and awards of shares of the Company’s stock, as
determined at the Board of Directors’ discretion. The Employment
Agreement further provides for reimbursement of certain expenses,
and certain severance benefits in the event of termination prior to
the expiration date of the Employment Agreement.
Equity compensation plan information
We maintain various stock plans under which stock options and stock
grants are awarded at the discretion of our Board or its
compensation committee. The purchase price of the shares under the
plans and the shares subject to each option granted is not less
than the fair market value on the date of the grant. The term of
each option is generally five years and is determined at the time
of the grant by our Board or the Compensation Committee. The
participants in these plans are officers, directors, employees and
consultants of the Company and its subsidiaries and affiliates.
The following table provides information concerning outstanding
options, unvested stock and equity incentive plan awards for the
named executives as of December 31, 2021:
|
|
|
Option Awards
|
|
Stock Awards
|
|
|
Name
|
|
Number of Securities Underlying Unexercised Options -
Exercisable
|
|
Number of Securities Underlying Unexercised Options -
Unexercisable
|
|
Equity Incentive Plan Awards: Number of Underlying Unexercised
Unearned Options
|
|
Option Exercise Price
|
|
Option Expiration Date
|
|
Number of Shares or Units of Stock That Have Not Vested
|
|
|
Market Value of Shares or Units of Stock That Have Not Vested
|
|
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or
Other Rights That Have Not Vested
|
|
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned
Shares, Units or Other Rights That Have Not Vested
|
|
|
Jun Ma, PhD
|
|
|
|
|
|
|
|
|
|
|
|
|
2,000,000 |
|
|
|
100,000 |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jane Moen
|
|
|
|
|
|
|
|
|
|
|
|
|
600,000 |
|
|
|
30,000 |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jonathan P. Newton
|
|
|
|
|
|
|
|
|
|
|
|
|
300,000 |
|
|
|
15,000 |
|
|
|
- |
|
|
|
- |
|
The future vesting dates of the above stock awards as of December
31, 2021 are:
The following information is provided about our current stock plans
not approved by stockholders:
2013 Stock Option and Stock Issuance Plan
On October 30, 2013, the Board of Directors approved the 2013 Stock
Plan (the “2013 Plan”) for officers, directors, employees and
consultants of the Company. The stock issuable under the 2013
Plan shall be shares of the Company’s authorized but unissued or
reacquired common stock. The maximum number of shares of
common stock which may be issued under the 2013 Plan is 7,500,000
shares.
The 2013 Plan is comprised of two separate equity programs, the
Options Grant Program, under which eligible persons may be granted
options to purchase shares of common stock, and the Stock Issuance
Program, under which eligible persons may be issued shares of
common stock directly, either through the immediate purchase of
such shares or as a bonus for services rendered to the Company.
During the year ended December 31, 2020, 90,000 shares of common
stock were granted under the 2013 Plan, 251,250 shares were
forfeited, and 77,369 shares were withheld for withholding
taxes.
2016 Stock Option and Stock Issuance Plan
On June 15, 2016, the Board of Directors ("Board") approved the
2016 Stock Plan (the "2016 Plan") for officers, directors, and
senior employees of the Company or any subsidiary of the Company.
The stock issuable under the 2016 Plan shall be shares of the
Company's authorized but unissued or reacquired common stock. The
maximum number of shares of common stock that may be issued under
the 2016 Plan is 7,500,000 shares.
The 2016 Plan consists of a Stock Issuance Program, under which
eligible persons may, at the discretion of the Board, be issued
shares of common stock directly, as a bonus for services rendered
or to be rendered to the Company or any subsidiary of the
Company.
No shares of common stock or options were granted under the 2016
Plan during the year ended December 31, 2021.
2019 Stock Option and Stock Issuance Plan
On May 10, 2019, the Board of Directors ("Board") approved the 2019
Stock Plan (the "2019 Plan") for officers, directors, and senior
employees of the Company or any subsidiary of the Company. The
stock issuable under the 2019 Plan shall be shares of the Company's
authorized but unissued or reacquired common stock. The maximum
number of shares of common stock that may be issued under the 2019
Plan is 15,000,000 shares.
The 2019 Plan consists of a Stock Issuance Program, under which
eligible persons may, at the discretion of the Board, be issued
shares of common stock directly, as a bonus for services rendered
or to be rendered to the Company or any subsidiary of the
Company.
During the year ended December 31, 2021, no shares or options were
granted under the 2019 Plan.
Compensation Committee Interlocks and Insider
Participation
During the year ended December 31, 2021, the Compensation Committee
consisted of Joshua Markowitz, committee chair, and Behnam
Movaseghi. Neither of these persons were officers or employees of
the Company during the time they held positions on the committee,
or, except as otherwise disclosed, had any relationship requiring
disclosure herein.
In accordance with rules promulgated by the Securities and
Exchange Commission, the information included under the captions
“Compensation Committee Report on Executive Compensation”, and
“Audit Committee Report” will not be deemed to be filed or to be
proxy soliciting material or incorporated by reference in any prior
or future filings by us under the Securities Act of 1933 or the
Securities Exchange Act.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE
COMPENSATION
The compensation of our executive officers is generally determined
by the Compensation Committee of our Board, subject to applicable
employment agreements. Each member of the Compensation Committee is
a director who is not our employee. The following report with
respect to certain compensation paid or awarded to our executive
officers during the year ended December 31, 2021 is furnished by
the directors who comprised the Compensation Committee during
2021.
Compensation Discussion and Analysis
Executive
Compensation Objectives
Our compensation programs are intended to enable us to attract,
motivate, reward and retain the management talent required to
achieve corporate objectives, and thereby increase stockholder
value. It is our policy to provide incentives to senior management
to achieve both short-term and long-term objectives and to reward
exceptional performance and contributions to the development of our
business. To attain these objectives, our executive compensation
program generally includes a competitive base salary, bonuses and
stock-based compensation. It is our belief that balancing cash and
equity aligns executive compensation with shareholder interests.
Compensation to our CEO for 2021 was pursuant to a prior
contractual agreement, as amended.
Code of
Business Conduct and Ethics
We have adopted a Code of Business Conduct and Ethics that applies
to all of our directors, officers and employees, including the
principal executive officer, principal financial officer, principal
accounting officer, controller or persons performing similar
functions. A copy of the Code of Business Conduct and Ethics will
be provided to any person, without charge, upon request to (516)
997-4600 or to Investor Relations, Vaso Corporation 137 Commercial
Street, Suite 200, Plainview, New York 11803. The Code is also
available on our website www.vasocorporation.com. Amendments to the
Code of Business Conduct and Ethics that apply to our principal
executive officer, principal financial officer, principal
accounting officer, controller or persons performing similar
functions, if any, will be posted on our website. We will
disclose any waivers of provisions of our Code of Business Conduct
and Ethics that apply to our directors and principal executive,
financial and accounting officers by disclosing such information on
a Current Report on Form 8-K.
Section 162(m) of the Federal Income Tax Code
Generally, Section 162(m) denies deduction to any publicly held
company for certain compensation exceeding $1,000,000 paid to the
chief executive officer and the four other highest paid executive
officers, excluding, among other things, certain performance-based
compensation. The Compensation Committee and Board intend that the
stock and stock options issued qualify for the performance-based
exclusion under Section 162(m). The Compensation Committee will
continually evaluate to what extent Section 162 will apply to its
other compensation programs.
|
|
Respectfully submitted,
|
|
|
|
|
|
The Compensation Committee
Joshua Markowitz (Chairman)
Behnam Movaseghi
|
AUDIT COMMITTEE REPORT
This is a report of the Audit Committee of our Board. This
report shall not be deemed incorporated by reference into any
filing under the Securities Act of 1933 or the Securities Exchange
Act of 1934 and shall not otherwise be deemed to be filed under
either such Act.
On December 31, 2021, our Audit Committee consisted of Edgar Rios
(Chairman) and Behnam Movaseghi. The current members of the Audit
Committee satisfy the applicable independence requirements. We
intend to comply with future audit committee requirements as they
become applicable to us. The Audit Committee oversees the Company’s
financial reporting process on behalf of the Board. Management has
the primary responsibility for the financial statements and the
reporting process, including the systems of internal controls. In
fulfilling its oversight responsibilities, the Audit Committee
reviewed and discussed with management the audited financial
statements included in the Company’s Report on Form 10-K for the
year ended December 31, 2021.
As required by its written charter, which sets forth its
responsibilities and duties, the Audit Committee reviewed and
discussed our audited financial statements for the year ended
December 31, 2021 with our independent auditors. The Audit
Committee reviewed and discussed with MaloneBailey LLP, the
Company’s independent registered public accounting firm, who are
responsible for expressing an opinion on the conformity of those
audited financial statements with the accounting principles
generally accepted in the United States of America, their judgments
as to the quality, and not just the acceptability, of the Company’s
accounting principles and such other matters required to be
discussed by Auditing Standard No. 16, “Communication With Audit
Committees,” as adopted by the Public Company Accounting Oversight
Board. The Audit Committee has also received and reviewed the
written disclosures and the letter from our prior auditors,
MaloneBailey LLP as required by Independence Standard No. 1,
“Independence Discussions with Audit Committees,” as amended by the
Independence Standards Board.
Based on these reviews and discussions, the Audit Committee
recommended to the Board that the financial statements referred to
above be included in the Company’s Report on Form 10-K for the year
ended December 31, 2021 for filing with the Securities and Exchange
Commission.
The Audit Committee has also reviewed and discussed the fees paid
to MaloneBailey LLP during the year ended December 31, 2021 for
audit and non-audit services, which are set forth below under
“Audit Fees” and has considered whether the provision of the
non-audit services is compatible with maintaining MaloneBailey
LLP’s independence and concluded that it is.
|
|
Respectfully submitted,
|
|
|
|
|
|
The Audit Committee
Edgar Rios (Chairman)
Behnam Movaseghi
|
Independent auditor
MaloneBailey, LLP was our independent registered public accounting
firm and performed the audits of our consolidated financial
statements for the years ended December 31, 2021 and 2020. The
following table sets forth all fees for such periods:
|
|
(1)
|
The Audit Committee has adopted a policy that requires advance
approval of all audit, audit-related, tax services, and other
services performed by the Company’s independent auditor.
Accordingly, the Audit Committee must approve the permitted service
before the independent auditor is engaged to perform it. In
accordance with such policies, the Audit Committee approved all of
the services relative to the above fees.
|
|
|
|
|
|
|
(2)
|
Audit fees consist of aggregate fees billed and to be billed for
professional services rendered for the audit of our annual
financial statements, review of the interim financial statements
included in quarterly reports, and consents issued in connection
with registration statements or services that are normally provided
by the independent auditors in connection with statutory and
regulatory filings or engagements for the fiscal years ended
December 31, 2021 and 2020.
|
FINANCIAL STATEMENTS AND INCORPORATION BY
REFERENCE
A copy of our Report to Stockholders for the year ended December
31, 2021 has been provided to all stockholders as of the Record
Date. Stockholders are referred to the report for financial and
other information about us, but such report is not incorporated in
this proxy statement and is not a part of the proxy soliciting
material.
MISCELLANEOUS INFORMATION
As of the date of this Proxy Statement, the Board does not know of
any business other than that specified above to come before the
meeting, but, if any other business does lawfully come before the
meeting, it is the intention of the persons named in the enclosed
Proxy to vote in regard thereto in accordance with their
judgment.
We will pay the cost of soliciting proxies in the accompanying
form. In addition to solicitation by use of the mails, certain of
our officers and regular employees may solicit proxies by telephone
or personal interview. We may also request brokerage houses and
other custodians and nominees and fiduciaries, to forward
soliciting material to the beneficial owners of stock held of
record by such persons, and may make reimbursement for payments
made for their expense in forwarding soliciting material to such
beneficial owners.
“Householding” of Proxy Materials
The SEC has adopted rules that permit companies and intermediaries
such as brokers to satisfy delivery requirements for proxy
statements with respect to two or more stockholders sharing the
same address by delivering a single proxy statement addressed to
those stockholders. This process, which is commonly referred to as
“householding,” potentially provides extra convenience for
stockholders and cost savings for companies. The Company and some
brokers household proxy materials, delivering a single proxy
statement to multiple stockholders sharing an address unless
contrary instructions have been received from the affected
stockholders. Once you have received notice from your broker or us
that they or we will be householding materials to your address,
householding will continue until you are notified otherwise or
until you revoke your consent. If, at any time, you no longer wish
to participate in householding and would prefer to receive a
separate proxy statement, please notify your broker if your shares
are held in a brokerage account or us if you hold registered
shares. We will deliver promptly upon written or oral request a
separate copy of the annual report or proxy statement, as
applicable, to a security holder at a shared address to which a
single copy of the documents was delivered. You can notify us by:
sending a written request to Investor Relations, Vaso Corporation
137 Commercial Street, Suite 200, Plainview, NY 11803; calling us
at (516) 997-4600; or emailing us at ir@vasocorporation.com if (i)
you wish to receive a separate copy of an annual report or proxy
statement for this meeting; (ii) you would like to receive separate
copies of those materials for future meetings; or (iii) you are
sharing an address and you wish to request delivery of a single
copy of annual reports or proxy statements if you are now receiving
multiple copies of annual reports or proxy statements.
Stockholder Proposals for 2023 Annual Meeting
Proposals of stockholders intending to be presented at the 2023
Annual Meeting of Stockholders pursuant to SEC Rule 14a-8 must be
received at our principal office not later than June 5, 2023 to be
included in the proxy statement for that meeting.
|
|
By
Order of the Board of Directors,
|
|
|
|
|
|
JUN MA
|
|
|
Chief Executive Officer and President
|
Dated: October 3, 2022
Plainview, New York
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