VASO Corp Sets Dec. 17 Shareholder Meeting; Insider Control High

TL;DR

**VASO's board and insiders are tightening their grip with 43.85% voting power, making shareholder dissent on executive pay and director elections largely symbolic.**

AI Summary

VASO Corp's DEF 14A filing outlines the agenda for its Annual Meeting on December 17, 2025, focusing on the election of three Class II directors, a non-binding 'Say on Pay' proposal for executive compensation, and a non-binding 'Say When on Pay' proposal regarding the frequency of future compensation votes. The company's officers and directors collectively own 43.85% of the voting power, indicating significant insider control over these proposals. Specifically, Joshua Markowitz, a director, beneficially owns 31.88% of the common stock, controlling 56,088,318 shares. The Board recommends voting 'FOR' the election of Behnam Movaseghi, Jane Moen, and Leon Dembo as Class II directors, 'FOR' the Say on Pay proposal, and 'FOR' a three-year frequency for the Say When on Pay vote, aligning with their belief that a three-year cycle supports long-term strategic goals. The company had 175,953,035 shares of common stock outstanding as of the October 31, 2025 record date.

Why It Matters

This DEF 14A filing is crucial for VASO Corp investors as it details key governance decisions, including director elections and executive compensation oversight. With officers and directors holding 43.85% of voting power, their recommendations for director elections and 'Say on Pay' proposals are highly likely to pass, potentially limiting the influence of retail investors. The 'Say When on Pay' vote, recommending a three-year frequency, could reduce the direct accountability of executive compensation to shareholders compared to an annual vote. This level of insider control could impact investor confidence and the company's competitive standing by potentially entrenching current management and compensation practices.

Risk Assessment

Risk Level: medium — The risk level is medium due to the significant concentration of voting power among VASO Corp's officers and directors, who collectively own 43.85% of the common stock. This substantial ownership, particularly Joshua Markowitz's 31.88% stake, means that management's recommendations for director elections and executive compensation are highly likely to be approved, potentially limiting independent shareholder influence and oversight.

Analyst Insight

Investors should carefully review the director nominees and executive compensation details, understanding that the high insider ownership (43.85%) makes it challenging to oppose board recommendations. Consider if the proposed three-year 'Say When on Pay' frequency aligns with your desired level of executive accountability and engage with investor relations for clarification on governance practices.

Key Numbers

• 175,953,035 — Shares of common stock outstanding (As of October 31, 2025, entitled to vote)
• 43.85% — Voting power of officers and directors as a group (Indicates significant insider control over voting matters)
• 31.88% — Beneficial ownership of Joshua Markowitz (Largest individual shareholder and director)
• 3 — Number of Class II directors to be elected (Serving a three-year term until the 2028 annual meeting)
• December 17, 2025 — Date of Annual Meeting (When key proposals will be voted on)
• October 31, 2025 — Record date for voting (Shareholders owning shares by this date can vote)
• 3 years — Recommended frequency for Say on Pay vote (Board's preference for executive compensation review)
• 7 — Total number of directors on the Board (Board consists of three classes of directors)
• 4 — Number of independent directors (Out of 7 total directors, meeting NASDAQ standards)
• $0.001 — Par value per share of common stock (Financial characteristic of the common stock)

Key Players & Entities

• VASO Corp (company) — Registrant
• Joshua Markowitz (person) — Director, 31.88% beneficial owner
• Jun Ma, PhD (person) — Director, 5.97% beneficial owner
• Jonathan Newton (person) — Secretary of VASO Corporation
• Behnam Movaseghi (person) — Class II director nominee
• Jane Moen (person) — Class II director nominee
• Leon Dembo (person) — Class II director nominee
• SEC (regulator) — Securities and Exchange Commission
• NASDAQ (regulator) — Listing standards for director independence
• Broadridge (company) — Proxy voting and registration intermediary

FAQ

Industry Context

VASO Corp operates within a sector that often faces scrutiny regarding executive compensation and corporate governance practices. The company's structure, with a significant portion of voting power held by insiders (43.85%), suggests a controlled environment for decision-making on proposals like director elections and compensation.

Regulatory Implications

The DEF 14A filing itself is a regulatory requirement, ensuring transparency in corporate governance. Shareholder votes on 'Say on Pay' and 'Say When on Pay' are advisory but can signal shareholder sentiment and potentially influence future compensation structures and board decisions.

What Investors Should Do

1. Review director nominee qualifications and past performance.
2. Evaluate the rationale behind the recommended 'Say on Pay' frequency.
3. Consider the impact of significant insider ownership on voting outcomes.

Key Dates

• 2025-12-17: VASO Corp Annual Meeting — Shareholders will vote on the election of directors and executive compensation proposals.
• 2025-10-31: Record Date for Annual Meeting — Establishes the list of shareholders eligible to vote at the annual meeting.

Glossary

DEF 14A

A proxy statement filing required by the SEC for companies holding annual meetings, detailing information about the meeting agenda, director nominees, executive compensation, and other shareholder matters. (This document provides the basis for the analysis of VASO Corp's upcoming annual meeting and related proposals.)

Class II Directors

A category of directors on a staggered board whose terms expire at a specific annual meeting. In this case, their terms expire at the December 17, 2025 meeting. (Three Class II directors are up for election, and their re-election is a key agenda item.)

Say on Pay

A non-binding shareholder resolution to approve the compensation of the company's named executive officers. (Shareholders will vote on the executive compensation package, providing an indication of their satisfaction.)

Say When on Pay

A non-binding shareholder resolution to determine the frequency with which shareholders will vote on executive compensation (e.g., every one, two, or three years). (The board is recommending a three-year frequency, which shareholders will vote on.)

Beneficial Ownership

The power to direct the voting or disposition of a security, even if not the legal owner. (This is crucial for understanding the voting power of management and major shareholders, such as Joshua Markowitz's 31.88% stake.)

Year-Over-Year Comparison

This analysis is based on the DEF 14A filing for the upcoming 2025 annual meeting. Without prior DEF 14A filings or comparative financial statements, a direct year-over-year comparison of key metrics like revenue growth, margin changes, or the emergence of new risks is not possible from this document alone.

Filing Documents

• ea0261878-01.htm (DEF 14A) — 536KB
• tproxy_001.jpg (GRAPHIC) — 1052KB
• tproxy_002.jpg (GRAPHIC) — 909KB
• 0001213900-25-106419.txt ( ) — 5459KB
• vaso-20251105.xsd (EX-101.SCH) — 10KB
• vaso-20251105_def.xml (EX-101.DEF) — 2KB
• vaso-20251105_lab.xml (EX-101.LAB) — 34KB
• vaso-20251105_pre.xml (EX-101.PRE) — 2KB
• ea0261878-01_htm.xml (XML) — 98KB

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management The following table sets forth the beneficial ownership of shares of our common stock as of October 31, 2025 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 named 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 175,953,035 shares of our common stock outstanding as of October 31, 2025. 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. Name of Beneficial Owner Common Stock Beneficially Owned (1) % of Common Stock (2) Joshua Markowitz** (3) 56,088,318 31.88 % Jun Ma, PhD** 10,498,146 5.97 % Peter Castle** 3,125,000 1.78 % Edgar Rios** 1,625,000 * Jane Moen** 1,605,087 * David Lieberman** 1,599,200 * Jonathan Newton** 1,275,000 * Behnam Movaseghi** 1,189,404 * Leon Dembo** 150,000 * Directors and executive officers as a group (9 persons)** 77,155,155 43.85 % ____________ * 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 175,953,035 shares of common stock outstanding as of October 31, 2025, adjusted as required by rules promulgated by the SEC. (3) Joshua Markowitz is the record holder of 350,000 share

View Full Filing

View this DEF 14A filing on SEC EDGAR