Joshua Markowitz
About Joshua Markowitz
Joshua Markowitz, age 69, is Chairman of the Board of Vaso Corporation and has served as a director since June 2015; he was appointed Chairman in August 2016 . He is a practicing attorney in New Jersey for more than 30 years and a senior partner at Markowitz O’Donnell, LLP; he also serves as President of Kerns Manufacturing Corporation, providing legal and operating expertise to the Board . The Board has determined he is independent under NASDAQ standards; he serves on and chairs the Compensation Committee, indicating an active governance role .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vaso Corporation | Director; Chairman of the Board | Director since June 2015; Chairman since Aug 2016 | Compensation Committee Chair (2024), guiding executive pay decisions |
External Roles
| Organization | Role | Tenure/Notes | Committees/Impact |
|---|---|---|---|
| Markowitz O’Donnell, LLP (NJ) | Senior Partner | Practicing attorney >30 years | Legal expertise applicable to governance |
| Kerns Manufacturing Corporation | President | Current (longstanding) | Industrial operations perspective; interlock with Vaso board members |
Board Governance
| Item | Details |
|---|---|
| Board class/tenure | Markowitz is a Class I director; term expires in 2027 |
| Independence | Board determined Markowitz is independent under NASDAQ standards |
| Committees | Compensation Committee (Chair: Markowitz; member: Movaseghi) met 2 times in 2024 |
| Audit Committee | Members: Rios (Chair), Movaseghi; met 4 times in 2024 |
| Nominating | No standing nominating committee; full Board acts as nominating committee (majority independent) |
| Board meetings | 8 meetings in 2024; all directors attended ≥75% of Board/committee meetings |
Fixed Compensation
| Component | Value | Notes |
|---|---|---|
| Chairman of the Board annual fee (Markowitz) | $180,000 | Flat annual fee |
| Non-employee director annual retainer | $50,000 | Applies to other non-employee directors |
| Meeting fees | $2,500 per meeting | Board and committee meetings |
| Committee chair fee | $5,000 per year | Additional for committee chairs |
| 2024 total for Markowitz | $180,000 | No stock or option awards in 2024 |
Performance Compensation
| Instrument | Grant details | Vesting | 2024 Markowitz grants |
|---|---|---|---|
| Restricted stock | No grants to Markowitz in 2024 | N/A | $0 |
| Options | None outstanding at 12/31/2024 | N/A | $0 |
| Equity plan availability | 2016 Plan remaining 531,361 shares; 2019 Plan remaining 8,350,000 shares as of 10/31/2025 | Board/Comp Committee discretion | Not utilized for Markowitz in 2024 |
No director performance metrics (e.g., TSR, EBITDA targets) are disclosed for director pay; equity awards in 2024 were limited to a single grant to another director (Dembo: 150,000 shares; grant-date fair value $19,500) .
Other Directorships & Interlocks
| Entity | Relationship | Interlock/Notes |
|---|---|---|
| Kerns Manufacturing Corporation | Markowitz: President | Movaseghi (VASO director) is Kerns treasurer/secretary; operational/law firm ties noted |
| Markowitz O’Donnell, LLP | Markowitz: Senior Partner | Legal practice experience (>30 years) |
| Dr. Jun Ma (VASO CEO) | Prior consulting to Kerns Manufacturing | Kerns and Living Data Technology Corp. are Vaso stockholders; Ma previously consulted to both |
Related party transactions: Company reports no transactions above SEC thresholds with directors/officers or family members for the year ended 12/31/2024; Audit Committee reviews potential conflicts under charter .
Expertise & Qualifications
- Legal expertise: Senior partner, long-term practice in NJ, corporate and operational understanding .
- Industrial/operational experience: President of Kerns Manufacturing, contributing to oversight of operations and strategy .
- Governance experience: Compensation Committee Chair, Board Chair, independent status per NASDAQ .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Ownership Breakdown |
|---|---|---|---|
| Joshua Markowitz | 56,088,318 | 31.88% | 350,000 shares directly; 55,738,318 shares controlled by trust funds for which he is sole trustee |
| Officers & directors as a group (9) | 77,155,155 | 43.85% | Concentrated insider ownership/voting power |
Equity awards outstanding: None as of 12/31/2024 (no options/unvested awards) . Pledging/hedging: Company states it does not have practices/policies restricting hedging transactions for employees or directors (insider trading clearance required, but no hedging prohibition) .
Governance Assessment
- Independence and roles: Markowitz is Board Chair and deemed independent; serves as Compensation Committee Chair, which centralizes influence over pay while maintaining NASDAQ independence requirements .
- Engagement: Board met 8 times in 2024; committees active; all directors achieved ≥75% attendance, supporting baseline engagement, though individual attendance rates are not disclosed .
- Ownership alignment: Significant “skin in the game” with 31.88% ownership (mostly via trusts), aligning economic interests with shareholders but also concentrating voting control . Insider group control totals 43.85% voting power, a material governance signal for minority holders .
- Compensation structure: Markowitz’s director compensation is entirely cash ($180,000) with no equity grants in 2024; while his large shareholding provides alignment, the director pay mix itself has limited at-risk/equity components .
- Interlocks and potential conflicts: Dual roles tied to Kerns Manufacturing (Markowitz as President; Movaseghi as treasurer/secretary; Ma prior consulting; Kerns is a Vaso stockholder) create network interlocks; however, no reportable related-party transactions above SEC thresholds were disclosed for 2024, and the Audit Committee oversees conflicts .
- Policy risk indicator: The company discloses no practices/policies restricting hedging transactions by employees or directors, which is misaligned with many governance best practices and can be a red flag for alignment .
RED FLAGS
- Concentrated control: Officers/directors collectively hold 43.85% voting power; Markowitz individually holds 31.88%, raising minority shareholder influence risk .
- Hedging policy: Company does not have practices/policies limiting hedging of company stock by employees/directors, which may dilute alignment incentives .
- Interlocks: Overlapping roles with Kerns Manufacturing (a Vaso stockholder) involving multiple directors/executives increase perceived conflict potential, despite no reportable transactions in 2024 .