Jane Moen
About Jane Moen
Jane Moen, age 45, is Chief Operating Officer (effective January 1, 2025) and President of VasoHealthcare; she has been a director since March 2020 and an executive officer since November 2022, after rising through VasoHealthcare from Account Manager (April 2010) to Regional Manager (January 2012), Director of Product Business Lines (July 2012), and VP of Sales (April 2016) . Her employment agreement (initial 27‑month term with extensions, not beyond December 31, 2026 or earlier termination of the GEHC agreement) sets a $350,000 base salary, annual bonus eligibility tied to operating targets, long‑term incentive eligibility, and severance protections; she was appointed COO in 2025 . Company performance during her recent tenure shows volatile TSR and net income, useful for context.
| Performance Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of $100 Investment (TSR) | $340 | $620 | $240 |
| Net Income ($) | $11,294,000 | $4,805,000 | $951,000 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| VasoHealthcare (VASO) | Account Manager | Apr 2010 | Foundational sales role at inception of VasoHealthcare |
| VasoHealthcare (VASO) | Regional Manager | Jan 2012 | Led regional sales execution |
| VasoHealthcare (VASO) | Director, Product Business Lines | Jul 2012 | Product line management and go-to-market leadership |
| VasoHealthcare (VASO) | Vice President of Sales | Apr 2016 | Scaled sales organization |
| VasoHealthcare (VASO) | President | Jun 2018–present | P&L leadership of GEHC channel; COO in 2025 |
| Vaso Corporation (VASO) | Executive Officer | Nov 2022–present | Corporate leadership; director since Mar 2020 |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ledford Medical Sales | Not disclosed | Not disclosed | Prior medical sales experience |
| Vital Signs, Inc. | Not disclosed | Not disclosed | Prior medical sales experience |
| Pfizer Inc. | Not disclosed | Not disclosed | Prior medical sales experience |
| Ecolab, Inc. | Not disclosed | Not disclosed | Prior medical sales experience |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 350,000 | 350,000 |
| Annual Bonus Paid ($) | 330,000 | 300,000 |
| All Other Compensation ($) | 49,438 | 61,379 |
| Tax Gross‑Up on Vested Stock ($) | 38,502 | 50,726 |
| Company‑Provided Vehicle Benefit ($) | 8,686 | 6,053 |
| 401(k) Matching ($) | 2,250 | 4,600 |
Notes:
- Employment Agreement provides $350,000 annual base compensation with bonus eligibility based on employment status and operating targets .
- No stock awards or option awards were reported for Jane Moen in 2023–2024; “There were no outstanding equity awards at December 31, 2024” at the company level .
Performance Compensation
- Bonus framework: Eligible annually, “based on employment status and achieving certain operating targets”; specific metric weightings, targets, and payout curves are not disclosed .
- Long‑term incentives: Eligible for grants under 2016 and 2019 stock plans at Board discretion; for FY 2024 the company reports no outstanding equity awards at year‑end, and Moen’s Summary Compensation Table shows no stock or option awards recorded in 2023–2024 .
Equity Ownership & Alignment
| Item | Data |
|---|---|
| Beneficial Ownership (shares) | 1,605,087 |
| % of Shares Outstanding | Less than 1% (175,953,035 shares outstanding) |
| Vested vs. Unvested Breakdown | Not disclosed; company reported no outstanding equity awards at 12/31/2024 |
| Options (exercisable/unexercisable) | None disclosed; no outstanding equity awards at 12/31/2024 |
| Pledging of Shares | Not disclosed |
| Hedging Policy | Company states it does not have hedging practices/policies applicable to employees/directors |
| Ownership Guidelines | Not disclosed |
Employment Terms
| Provision | Key Terms |
|---|---|
| Agreement Dates/Term | Employment Agreement entered Oct 1, 2022 (Exh. 10(g)); executed Dec 31, 2022; initial 27‑month term with extensions, not beyond Dec 31, 2026 or earlier termination of GEHC agreement |
| Base Salary | $350,000 |
| Bonus Eligibility | Annual, based on employment status and operating targets |
| LTI Eligibility | Eligible for awards under LTIP/stock plans at Board discretion |
| Severance (No Cause/Good Reason) | $20,000 per month for 24 months plus pro‑rated bonus; immediate vesting of any unvested options/shares |
| Death/Disability | Beneficiary receives 6 months of salary |
| Change‑of‑Control Definition | Broad definition (board turnover, business combination thresholds, asset sale/liquidation); specific CoC payout multiple for Moen not separately disclosed beyond general severance terms |
| Cause/Good Reason | Defined, including felony/moral turpitude, willful refusal causing economic harm, breach of confidentiality/non‑solicit/non‑compete; Good Reason includes reduction in salary, failure to pay, successor non‑assumption |
| Non‑Compete/Non‑Solicit | Existence referenced in “Cause”; scope/duration not disclosed |
Board Governance
- Board service: Director since March 2020; current Board has 7 directors with classes; Moen (Class II) nominated to serve until the 2028 annual meeting .
- Committee roles: Not listed as member of Audit or Compensation Committees; Audit Committee (Rios chair, Movaseghi) and Compensation Committee (Markowitz chair, Movaseghi) in 2024; the Company lacks a standing nominating committee (entire Board serves) .
- Independence: A majority of directors are independent; Moen is not independent for service on the nominating function along with Jun Ma and David Lieberman .
- Attendance: In 2024, the Board met 8 times; Audit 4; Compensation 2; all directors attended at least 75% of meetings .
- Dual‑role implications: As a management director and COO, Moen’s Board role is non‑independent, which can raise typical concerns regarding independence on nomination functions, though Audit/Compensation committees are independent per NASDAQ standards .
Director Compensation
- Non‑employee director fees are disclosed ($50,000 annual, $2,500 per meeting; Chairman $180,000; committee chairs +$5,000), with grants to a new director in 2024; Moen, as a management director, is not listed among non‑employee director compensation recipients for 2024 .
Compensation Structure Analysis
- Year‑over‑year mix: Salary flat at $350,000; bonus decreased to $300,000 from $330,000; no stock/option awards reported in 2023–2024; “All Other Compensation” increased due to tax gross‑ups and benefits .
- Equity program posture: Company reports no outstanding equity awards at 12/31/2024; Moen remains eligible for equity at Board discretion .
- Shareholder‑unfriendly items: Presence of tax gross‑ups on vested stock ($50,726 in 2024; $38,502 in 2023) and lack of a hedging policy for insiders can be viewed as governance red flags by some investors .
- Pay vs performance context: Company TSR declined in 2024 while net income fell vs prior years; Compensation Committee notes it did not use the pay‑versus‑performance disclosure in setting pay .
Risk Indicators & Red Flags
- Hedging policy: No insider hedging policy applicable—may weaken alignment .
- Tax gross‑ups: Provided on vested stock for Moen in both years disclosed .
- Related party transactions: None reportable for 2024 .
- Section 16 compliance: Company indicates all Reporting Persons complied during 2024 .
Equity Ownership & Alignment Details
| Beneficial Owner | Shares | % Outstanding |
|---|---|---|
| Jane Moen | 1,605,087 | Less than 1% (base: 175,953,035) |
Compensation & Incentives Detail
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2023 | 350,000 | 330,000 | — | — | 49,438 | 729,438 |
| 2024 | 350,000 | 300,000 | — | — | 61,379 | 711,379 |
Employment & Contracts Summary
| Term | Details |
|---|---|
| Appointment | COO effective Jan 1, 2025; continues as President of VasoHealthcare |
| Agreement | Initial 27‑month term (from Oct 1/Dec 31, 2022) with extensions; not beyond Dec 31, 2026 or earlier GEHC agreement termination |
| Severance | $20,000/month for 24 months + pro‑rated bonus; immediate vesting of unvested equity on termination without cause or for good reason |
| CoC | Broad definition; no separate CoC multiple disclosed for Moen beyond general severance |
| Covenants | Confidentiality/non‑solicitation/non‑compete referenced in “Cause” |
Investment Implications
- Alignment: Heavy cash pay with declining bonus and no recent equity awards reduces direct equity alignment; lack of hedging policy and presence of tax gross‑ups may concern governance‑focused investors .
- Retention/transition: Strong severance ($480,000 over 24 months) and pro‑rated bonus with immediate vest can mitigate departure risk but may increase transition costs; contract tethered to GEHC channel term through 2026 adds operational linkages .
- Trading signals: Beneficial ownership is modest (<1%), and no outstanding equity awards at YE 2024 suggest limited forced selling from vesting schedules; bonus variability tracks operating targets, but pay‑vs‑performance (TSR down, net income down in 2024) highlights execution sensitivity .
- Governance: As a management director, Moen is not independent for nomination functions, but Audit/Compensation committees are independent; board attendance is solid, and committee structures meet NASDAQ standards .