VASO CORP
10-Ks and 10-Qs
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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
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by a Party other than the Registrant
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Check
the appropriate box:
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Preliminary Proxy
Statement
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Confidential, for
Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
☒
Definitive Proxy Statement
☐
Definitive
Additional Materials
☐
Soliciting Material
Pursuant to Rule 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)
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Payment
of Filing Fee (Check the appropriate box):
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required.
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table below per Exchange Act Rules 14a-6(i)(1) and
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of securities to which transaction applies:
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paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
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Schedule or Registration Statement No.:
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Party:
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Date
Filed:
VASO
CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
On October 12, 2021
To our
Stockholders:
An
annual meeting of stockholders will be held at the corporate office
of our subsidiary, NetWolves Network Services LLC, 4710 Eisenhower
Boulevard, Suite E-8, Tampa, Florida 33634 on Tuesday, October 12,
2021, beginning at 10:00 A.M. EDT. 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:
1.
Election of two
directors in Class III, to hold office until the 2023 Annual
Meeting of Stockholders and the election of two directors in Class
I, to hold office until the 2024 Annual Meeting of
Stockholders.
2.
Ratification of the
appointment of MaloneBailey LLP as our independent registered
public accountants for the year ending December 31,
2021.
3.
Any other matters
that properly come before the meeting.
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 August 16,
2021, 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 August 27,
2021.
Important
Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to be held on October 12, 2021: 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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Dated: August 27,
2021
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By:
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/s/ Jun
Ma
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| Plainview, New York |
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JUN MA |
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Chief Executive Officer and President |
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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
October 12, 2021
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 October 12, 2021 at the corporate office of our
subsidiary, NetWolves Network Services LLC, 4710 Eisenhower
Boulevard, Suite E-8, Tampa, Florida 33634 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
August 27, 2021.
ABOUT THE MEETING
What is being considered at the meeting?
You
will be voting on the following:
●
election of two
Class III directors and two Class I directors;
●
ratification of the
appointment of our independent registered public accountants;
and
●
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 August 16, 2021. Each share of stock is entitled to one
vote.
How do I vote?
You can
vote in four ways:
●
by attending the
meeting in Florida or New York in person;
●
by completing,
signing and returning the enclosed proxy card;
●
by the internet at
www.proxyvote.com
,
or;
●
by phone at
1-800-690-6903.
1
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 Malone Bailey 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 August 16, 2021, must
be present at the meeting. This is referred to as a quorum. On
August 16, 2021, there were 175,127,878 shares of common stock
outstanding and entitled to vote as a single class.
2
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 Malone Bailey 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 Malone Bailey 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 July 31, 2021 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 July 31,
2021. 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.
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Name of
Beneficial Owner
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Common
Stock
Beneficially
Owned
(1)
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%
of
Common
Stock
(2)
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Joshua Markowitz **
(3)
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56,088,318
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32.03
%
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Jun Ma, PhD
**
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10,298,146
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5.88
%
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Peter Castle
**
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3,125,000
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1.78
%
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Edgar Rios
**
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1,625,000
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*
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Jane Moen
**
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1,605,087
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*
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David Lieberman
**
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1,599,200
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*
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Jonathan Newton
**
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1,275,000
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*
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Michael J. Beecher
**
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1,240,400
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*
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Behnam Movaseghi
**
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1,189,404
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*
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** Directors and
executive officers as a group
(9 persons)
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78,045,555
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44.56
%
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*Less
than 1% of the Company's common stock
1.
No officer or
director owns more than one percent of the issued and outstanding
common stock of the Company unless otherwise
indicated.
2.
Applicable
percentages are based on 175,127,878 shares of common stock
outstanding as of July 31, 2021, adjusted as required by rules
promulgated by the SEC.
3.
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.
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, 2020.
3
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 2021 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 would have expired in 2020 if not for the
cancellation of the 2020 stockholders meeting due to COVID-19,
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. Markowitz
and Mr. Rios for election as Class I directors to serve until the
2024 annual meeting of stockholders or until their successors are
duly elected qualified, and Dr. Ma and Mr. Lieberman for election
as Class III directors to serve until the 2023 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 Malone Bailey LLP
as our Company's independent registered public accounting firm to
audit our financial statements for the fiscal year ending December
31, 2021.
Our
Audit Committee has determined that the provision of services by
Malone Bailey LLP other than for audit-related services is
compatible with maintaining the independence of Malone Bailey LLP
as our independent accountants. In accordance with the Audit
Committee charter, the Audit Committee approves all audit and
non-audit services provided by Malone Bailey 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 MALONE BAILEY LLP AS OUR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
4
BOARD OF DIRECTORS
Information about the Directors
As of
August 27, 2021, 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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65
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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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76
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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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57
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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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68
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Director
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July, 2007
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Edgar Rios (1)
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69
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Director
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February, 2011
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Jane Moen
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41
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Director
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March, 2020
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(1)
Member of the Audit Committee
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||
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(2)
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 a senior partner at the law firm of Beckman Lieberman
& Associates, 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.
5
Directors’ Compensation
Non-employee
directors receive a fee of $2,500 for each Board of Directors and
Committee meeting attended. Committee chairs receive an annual fee
of $5,000. Non-employee directors also receive an annual fee of
$30,000. These fees are either paid in cash, or common stock valued
at the fair market value of the common stock on the date of grant,
which is the meeting date. The Company also reimburses directors
for reasonable expenses incurred in attending
meetings.
The
table below summarizes compensation paid in the year ended December
31, 2020 by the Company to its then directors:
|
|
Fees Earned or
Paid in Cash
|
Stock
Awards
|
Option
Awards
|
Non-equity
Incentive Plan Compensation
|
Nonqualified
Deferred Compensation Earnings
|
All Other
Compensation (1)
|
Total
|
|
Name
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
|
David
Lieberman
|
40,000
|
-
|
-
|
-
|
-
|
22,961
|
62,961
|
|
Joshua
Markowitz
|
50,000
|
-
|
-
|
-
|
-
|
-
|
50,000
|
|
Behnam
Movaseghi
|
55,000
|
-
|
-
|
-
|
-
|
-
|
55,000
|
|
Edgar
Rios
|
55,000
|
-
|
-
|
-
|
-
|
-
|
55,000
|
(1)
Health benefit
premiums.
Board
Meetings and Attendance
Our
Board held four meetings during the year ended December 31, 2020.
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 affirmatively
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, 2020, 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, 2020,
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.
6
THE MANAGEMENT
As of
August 27, 2021, our executive officers are:
|
Name of Officer
|
|
Age
|
|
Position held with the Company
|
|
Jun Ma, PhD
|
|
57
|
|
President, Chief Executive Officer
|
|
Peter Castle
|
|
53
|
|
Chief Operating Officer
|
|
Michael J. Beecher
|
|
76
|
|
Co-Chief Financial Officer and Secretary
|
|
Jonathan P. Newton
|
|
60
|
|
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
,
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 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, 2020 and
2019.
|
Name and
Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock Awards ($)
(1)
|
Option Awards
($)
|
Non-Equity
Incentive Plan Compensation ($)
|
Nonqualified
Deferred Compensation Earnings ($)
|
All Other
Compensation ($) (2)
|
Total
($)
|
|
Jun Ma,
PhD
|
2020
|
500,000
|
75,000
|
|
|
|
|
59,548
|
634,548
|
|
Chief Executive
Officer
|
2019
|
447,917
|
|
100,000
|
|
|
|
33,767
|
581,684
|
|
Peter C.
Castle
|
2020
|
343,437
|
52,500
|
|
|
|
|
13,950
|
409,887
|
|
Chief Operating
Officer
|
2019
|
350,000
|
|
|
|
|
|
15,308
|
365,308
|
|
Jane
Moen
|
2020
|
275,000
|
74,250
|
20,000
|
|
|
|
11,450
|
380,700
|
|
President of
VasoHealthcare
|
2019
|
275,000
|
165,000
|
|
|
|
|
7,114
|
447,114
|
|
Michael J.
Beecher
|
2020
|
120,000
|
12,600
|
|
|
|
|
3,360
|
135,960
|
|
Co-Chief Financial
Officer and Secretary
|
2019
|
167,500
|
|
|
|
|
|
5,218
|
172,718
|
|
Jonathan P.
Newton
|
2020
|
190,000
|
30,000
|
|
|
|
|
8,722
|
228,722
|
|
Co-Chief Financal
Officer and Treasurer
|
2019
|
175,000
|
|
15,000
|
|
|
|
7,084
|
197,084
|
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, 2020 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.
7
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, 2020:
|
|
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
|
|
|
|
|
|
3,000,000
|
270,000
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Jane
Moen
|
|
|
|
|
|
800,000
|
72,000
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Jonathan P.
Newton
|
|
|
|
|
|
400,000
|
36,000
|
-
|
-
|
The
future vesting dates of the above stock awards are:
|
Name
|
Number of Shares
or Units of Stock That Have Not Vested
|
Vesting
Date
|
|
Jun Ma,
PhD
|
1,000,000
|
6/1/2021
|
|
|
1,000,000
|
6/1/2022
|
|
|
1,000,000
|
6/1/2023
|
|
|
|
|
|
Jane
Moen
|
200,000
|
4/1/2021
|
|
|
200,000
|
4/1/2022
|
|
|
200,000
|
4/1/2023
|
|
|
200,000
|
4/1/2024
|
|
|
|
|
|
Jonathan P.
Newton
|
100,000
|
1/1/2021
|
|
|
100,000
|
1/1/2022
|
|
|
100,000
|
1/1/2023
|
|
|
100,000
|
1/1/2024
|
8
The
following information is provided about our current stock plans not
approved by stockholders:
2010 Stock Option and Stock Issuance Plan
On June
17, 2010 the Board of Directors approved the 2010 Stock Plan (the
“2010 Plan”) for officers, directors, employees and
consultants of the Company. The stock issuable under the 2010 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 2010 Plan is 5,000,000
shares.
The
2010 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.
The
2010 Plan provides that the Board of Directors, or a committee of
the Board of Directors, will administer it with full authority to
determine the identity of the recipients of the options or shares
and the number of options or shares. Options granted under the 2010
Plan may be either incentive stock options or non-qualified stock
options. The option price shall be 100% of the fair market value of
the common stock on the date of the grant (or in the case of
incentive stock options granted to any individual stockholder
possessing more than 10% of the total combined voting power of all
voting stock of the Company, 110% of such fair market value). The
term of any option may be fixed by the Board of Directors, or its
authorized committee, but in no event shall it exceed five years
from the date of grant. Options are exercisable upon payment in
full of the exercise price, either in cash or in common stock
valued at fair market value on the date of exercise of the
option.
No
shares or options were granted under the 2010 Plan during the year
ended December 31, 2020. In June 2020, the 2010 Plan terminated
with 15,059 authorized shares not granted.
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, no 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, 2020.
9
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, 2020, 1,000,000 shares were granted
under the 2019 Plan.
Compensation Committee Interlocks and Insider
Participation
During
the year ended December 31, 2020, 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.
10
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, 2020 is furnished by
the directors who comprised the Compensation Committee during
2020.
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 2020 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
11
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, 2020, 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, 2020.
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, 2020
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 MaloneBailey LLP 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, 2020 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, 2020 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
12
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, 2020 and 2019. The following table sets forth
all fees for such periods:
|
|
2020
|
2019
|
|
Audit
fees
|
$
260,000
|
$
202,472
|
|
Tax
fees
|
-
|
-
|
|
All other
fees
|
-
|
-
|
|
|
|
|
|
Total
|
$
260,000
|
$
202,472
|
(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, 2020 and 2019.
13
FINANCIAL STATEMENTS AND INCORPORATION BY REFERENCE
A copy
of our Report to Stockholders for the year ended December 31, 2020
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.
14
Stockholder Proposals for 2022 Annual Meeting
Proposals of
stockholders intending to be presented at the 2022 Annual Meeting
of Stockholders pursuant to SEC Rule 14a-8 must be received at our
principal office not later than April 21, 2022 to be included in
the proxy statement for that meeting.
|
|
By Order of the Board of Directors, |
|
|
|
|
|
|
|
|
Dated: August 27,
2021
|
By:
|
/s/ Jun
Ma
|
|
| Plainview, New York |
|
JUN MA
|
|
|
|
|
Chief Executive Officer and President |
|
15
TABLE OF CONTENTS