Behnam Movaseghi

About Behnam Movaseghi

Behnam Movaseghi, age 72, has served as an independent director of Vaso Corporation since July 2007; he is a Certified Public Accountant and currently serves as treasurer and secretary of Kerns Manufacturing Corporation (controller 1990–2000; prior decade as a tax and financial consultant) . He is designated as independent under NASDAQ standards and is nominated as a Class II director for election to a term ending at the 2028 annual meeting .

Past Roles

External Roles

Board Governance

• Independence: Board determined Movaseghi is independent under NASDAQ standards; also independent for Audit and Compensation Committee service .
• Committee assignments (2024): Audit Committee member; Compensation Committee member; signed both committees’ annual reports .
• Roles: Audit Committee Financial Expert designation (CPA) .
• Attendance: All directors attended at least 75% of Board and committee meetings in 2024 .
• Board/committee activity (2024): Board met 8 times; Audit 4; Compensation 2 .
• Board class/tenure: Class II; director since July 2007; nominated for re-election to serve until 2028 .

Fixed Compensation

• Director fee structure: Non-employee directors receive $50,000 annual fee plus $2,500 per Board/committee meeting; committee chairs receive an additional $5,000; Chairman receives $180,000 flat. In 2024, 150,000 restricted shares vested immediately were granted to a new director (Dembo) .
• Movaseghi 2024 compensation: $85,000 total Fees Earned or Paid in Cash; no stock awards, options, or other compensation disclosed for him .

Note: Meeting fee breakdown is derived from disclosed meeting counts and per-meeting fee schedule; the proxy reports a single “Fees Earned” total for Movaseghi .

Performance Compensation

• No performance-based compensation for Movaseghi is disclosed; no equity awards outstanding at December 31, 2024 .

Other Directorships & Interlocks

Expertise & Qualifications

• CPA with deep accounting and tax background; designated as Audit Committee Financial Expert .
• Multi-decade finance and corporate officer experience at Kerns Manufacturing .

Equity Ownership

Governance Assessment

• Strengths:

  • Independence affirmed; serves on Audit and Compensation, with CPA credentials and financial expert designation, strengthening oversight .
  • Meeting attendance ≥75% alongside active committee schedule suggests engagement .
  • Transparent, cash-based director pay with modest levels ($85,000 for Movaseghi), minimizing pay-related risk .

• Risks/RED FLAGS:

  • Interlocks with Kerns Manufacturing: Movaseghi is treasurer/secretary; Chairman Markowitz is President and controls substantial trust-held shares; CEO previously consulted for Kerns — potential influence network to monitor, though proxy reports no related party transactions above thresholds in 2024 .
  • No dedicated Nominating Committee; full Board acts due to small size and independence constraints, which can dilute independent oversight of nominations despite majority-independent board composition .
  • Company states it has no hedging policy applicable to employees/directors; absence of hedging restrictions is a governance alignment concern for some investors .
  • Long tenure (since 2007) can raise questions about independence over time, though independence remains affirmed .

• Signals to monitor:

  • Upcoming election: Movaseghi nominated as Class II director to 2028; investor sentiment on board independence and related-party oversight may be gauged via voting outcomes .
  • Say-on-Pay proposal slated at 2025 annual meeting; although focused on NEOs, compensation governance signals could influence broader board confidence .

Additional Board & Committee Details

Overall view: Movaseghi brings strong audit oversight through CPA credentials and financial expert role with consistent committee engagement, but interlocks with Kerns Manufacturing and the absence of a standalone nominating committee and hedging policy warrant continued monitoring for potential influence or misalignment .