Edgar Rios
About Edgar Rios
Edgar G. Rios is Vice Chairman and independent director of Vaso Corporation; age 73 as of October 31, 2025, and has served on Vaso’s Board since February 2011, becoming Vice Chairman in January 2025 . He is a lawyer and healthcare executive: co‑founder/EVP/General Counsel/Director at AmeriChoice (1989–2002; continued as a senior executive at UnitedHealthcare through 2007) and most recently co‑founder/CEO of SHD Oil & Gas LLC; he holds a J.D. from Columbia Law School and an A.B. from Princeton University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AmeriChoice Corporation | Co‑founder, EVP, General Counsel, Director | 1989–2002 (acquired by UnitedHealthcare in 2002) | Built managed care platform; governance/legal leadership |
| UnitedHealthcare | Senior executive | 2002–2007 | Post‑acquisition integration/operations |
| SHD Oil & Gas LLC | Co‑founder, CEO, Managing Member | Most recent role prior to Board Vice Chair | Energy development on Three Affiliated Tribes reservation (ND) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Columbia Law School | Board of Advisors member | Current | Legal education oversight |
| Meharry Medical School | Board of Trustees member | Current | Academic medical governance |
| Brookings Institution | Board of Trustees member | Current | Public policy governance |
| An‑Bryce Foundation | Director | Current | Non‑profit director |
| Los Padres Foundation | Director | Current | Non‑profit director |
Board Governance
- Current Board composition: 7 directors; Rios (Class I) with term expiring 2027; Vice Chairman since Jan 2025; Audit Committee member/chair; independent under NASDAQ standards .
- Committee assignments: Audit Committee consisted of Edgar Rios (Chair) and Behnam Movaseghi in 2024; Audit Committee met 4 times in 2024; Board met 8 times; Compensation Committee met 2 times .
- Independence: Board determined Rios is independent; majority of Board independent; audit and compensation committees meet stricter independence requirements .
- Attendance: All directors attended at least 75% of Board/committee meetings in 2024 .
- Nominating: No standing nominating committee; full Board acts; three directors (Ma, Moen, Lieberman) not independent for nominating .
Fixed Compensation
| Component | FY 2024 Amount ($) |
|---|---|
| Annual Director Retainer | 50,000 |
| Per Board Meeting Fee (8 meetings x $2,500) | 20,000 |
| Per Audit Committee Meeting Fee (4 meetings x $2,500) | 10,000 |
| Audit Committee Chair Annual Fee | 5,000 |
| Total Cash Compensation (disclosed) | 85,000 |
Notes:
- Director compensation schedule (retainer and meeting fees) per proxy; Rios’s total aligns with fees + chair stipend disclosed .
- Chairman receives flat $180,000 (not applicable to Rios) .
Performance Compensation
| Metric/Instrument | FY 2024 |
|---|---|
| Stock awards to Edgar Rios | $0 (none disclosed) |
| Option awards to Edgar Rios | $0 (none disclosed) |
| Outstanding equity awards at FY end (Company) | None outstanding at 12/31/2024 |
| Director performance metrics tied to pay | None disclosed for directors |
- Only director with 2024 stock grant: Leon Dembo (150,000 restricted shares, vesting immediately), not Rios .
Other Directorships & Interlocks
- Public company boards: None disclosed; external roles are academic/non‑profit .
- Interlocks/conflicts: No related‑party transactions meeting SEC thresholds; none proposed .
- Legal services interlock noted for another director (Lieberman), not Rios .
Expertise & Qualifications
- Legal expertise (Columbia Law J.D.) and corporate governance as GC/EVP; healthcare managed care executive experience (AmeriChoice/UnitedHealthcare) .
- Board leadership: Vice Chairman; Audit Committee chair; familiarity with financial reporting oversight .
Equity Ownership
| Metric | Mar 25, 2025 | Oct 31, 2025 |
|---|---|---|
| Common stock beneficially owned (shares) | 1,625,000 | 1,625,000 |
| Ownership as % of outstanding | <1% (based on 175,696,311 shares) | <1% (based on 175,953,035 shares) |
| Pledged/Hedged shares | Not disclosed; Company states no hedging practices/policies for employees/directors | |
| Vested vs. unvested director equity | No 2024 stock/option awards for Rios; no outstanding equity awards at 12/31/2024 (Company) |
Governance Assessment
- Strengths: Independent director and Audit Committee chair; majority independent Board; regular audit oversight; attendance ≥75% in 2024; Code of Ethics and insider trading policy in place .
- Alignment: Rios’s 2024 compensation is entirely cash with meeting fees and chair stipend; no equity grant in 2024—signaling limited direct equity‑based alignment vs. some peers; however, he holds 1,625,000 shares (<1%) .
- Conflicts/Red flags: No related‑party transactions reportable; no hedging policy restrictions disclosed (company states no practices/policies restricting hedging)—investors may view absence of hedging limitations as a governance gap; no director stock ownership guidelines disclosed .
- Additional signals: Proxy appoints Rios as a named proxyholder for the 2025 annual meeting—indicative of engagement; Say‑on‑Pay frequency proposal recommended at three years; vote results not yet available in filings reviewed .
References
- Board/biography/roles:
- Independence/committees/attendance:
- Director compensation schedule and Rios totals:
- Equity plans/outstanding awards:
- Beneficial ownership:
- Related party transactions:
- Code of Ethics/insider trading/hedging statement:
- Audit Committee report:
- Proxyholder appointment:
- Annual meeting proposals/frequency recommendation: