David Lieberman
About David Lieberman
David Lieberman (age 80) has served on Vaso’s Board since February 2011; he was Vice Chairman from February 2011 until January 2025. A New York–based attorney specializing in corporate and securities law for more than 40 years, he is currently of counsel at Ortoli Rosenstadt LLP, which performs certain legal services for Vaso and its subsidiaries; he previously served as Chairman of the Board of Herley Industries, Inc. until its sale in March 2011. He is classified as a Class III director with a term expiring in 2028 and is not considered independent under NASDAQ listing standards.
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| Herley Industries, Inc. | Chairman of the Board (former) | Through sale of company in March 2011 | Leadership experience in public company governance |
| Beckman Lieberman & Associates, LLP | Senior Partner (prior role) | As of 2021 proxy disclosure | Corporate/securities law practice leadership |
External Roles
| Organization | Role | Tenure/Timing | Notes |
|---|---|---|---|
| Ortoli Rosenstadt LLP | Of Counsel | Current as of 2025 proxy | The firm performs certain legal services for Vaso and subsidiaries (potential conflict consideration) |
Board Governance
- Board/Classification: Class III director; current term expires in 2028.
- Independence: Not independent under NASDAQ standards; Board identifies four independent directors and excludes Lieberman.
- Nominating: Company has no standing nominating committee; entire Board serves this function. Lieberman is not independent for purposes of nominating committee service (along with Jun Ma and Jane Moen).
- Committees: Not listed as a member of the Audit or Compensation Committees. 2024 Audit Committee: Edgar Rios (Chair), Behnam Movaseghi; 2024 Compensation Committee: Joshua Markowitz (Chair), Behnam Movaseghi.
- Attendance: In 2024, the Board met 8 times; Audit 4; Compensation 2; all directors attended at least 75% of the meetings of the Board and their committees.
- Executive sessions/controls: Audit Committee meets with the independent auditor without management present; operates under a published charter.
Fixed Compensation
- Director fee policy: Non-employee directors receive an annual fee of $50,000 plus $2,500 per Board/committee meeting; Committee chairs receive an additional $5,000; Chairman receives $180,000.
Director compensation – year ended December 31, 2024
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | Nonqualified Deferred Comp ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| David Lieberman | 70,000 | — | — | — | — | 25,624 (health benefit premiums) | 95,624 |
Historical reference (for trend analysis)
| Year | Fees Earned or Paid in Cash ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|
| 2021 | 40,000 | 28,828 (health benefit premiums) | 68,828 |
| 2017 | 40,000 | 18,711 (tax gross-up/health/consulting per footnote) | 58,711 |
Performance Compensation
- Equity and options: No stock or option awards to Lieberman in 2024; Company reports no outstanding equity awards as of December 31, 2024.
Performance metrics tied to director pay (2024)
| Element | Disclosure | Notes |
|---|---|---|
| Performance-based cash bonus | None disclosed for directors | Director comp is retainer/meeting fees; no bonus metrics disclosed |
| Equity (RSUs/PSUs/options) | None to Lieberman | No outstanding equity awards at 12/31/24 |
Other Directorships & Interlocks
| Company/Organization | Capacity | Timing | Notes/Interlocks |
|---|---|---|---|
| Public company boards (current) | None disclosed | — | No current public directorships disclosed in proxy |
| Herley Industries, Inc. | Chairman of the Board (former) | Through March 2011 sale | Prior public company leadership role |
| Legal services relationship | Of counsel at Ortoli Rosenstadt LLP | Current | Firm performs certain legal services for Vaso/subsidiaries (monitor for related-party risk; company reports no reportable related-party transactions for 2024) |
Expertise & Qualifications
- 40+ years as a New York attorney specializing in corporate and securities law; former public company chairman (Herley).
- Governance skills include board leadership and legal/compliance expertise relevant to securities and corporate affairs.
Equity Ownership
Beneficial ownership as of October 31, 2025
| Holder | Shares Beneficially Owned | % of Outstanding | Reference Date |
|---|---|---|---|
| David Lieberman | 1,599,200 | <1% (based on 175,953,035 shares outstanding) | Oct 31, 2025 |
Notes:
- The proxy explicitly states no officer or director owns more than 1% unless noted; Lieberman is below 1%.
Governance Assessment
- Independence and potential conflicts: Lieberman is not independent under NASDAQ standards; he serves as of counsel to a law firm that provides certain legal services to Vaso. While the company reports no related-party transactions meeting SEC threshold in 2024, this dual relationship warrants ongoing monitoring.
- Committee influence: He does not serve on the Audit or Compensation Committees, limiting direct influence over financial reporting and executive pay; the Board as a whole serves as nominating, where he is not independent for that function.
- Attendance and engagement: Board/committee meeting cadence increased in 2024; all directors met the 75% attendance threshold, indicating acceptable baseline engagement.
- Pay structure and alignment: Lieberman’s 2024 director compensation was cash/benefits only with no equity grants, reducing direct alignment with shareholder returns; company reports no outstanding equity awards in 2024.
- Trading and compliance controls: Company reports full Section 16 filing compliance for 2024; however, it has no policy restricting hedging by directors or employees—an investor-alignment red flag relative to common governance best practices.
RED FLAGS
- Not independent; current legal-services affiliation to the company’s outside counsel (potential conflict).
- No anti-hedging policy for directors/employees disclosed.
- No equity component in 2024 director pay for Lieberman (reduced pay-for-performance linkage).
SUPPORTING GOVERNANCE DETAILS
- Board structure: 7 directors; four deemed independent (Markowitz, Rios, Movaseghi, Dembo). Lieberman is Class III; term ends 2028.
- Committee composition (2024): Audit—Rios (Chair), Movaseghi; Compensation—Markowitz (Chair), Movaseghi; Lieberman not on either.
- Meetings: Board (8), Audit (4), Compensation (2) in 2024; ≥75% attendance by all directors.
- Director compensation policy: $50,000 annual fee; $2,500 per meeting; $5,000 chair fee; $180,000 for Board Chair.
- Related party transactions: None meeting SEC disclosure thresholds in 2024; Audit Committee oversees conflicts/ethics.