Jun Ma
About Jun Ma
Jun Ma, PhD, is VASO’s President, Chief Executive Officer, and a director. He has served as CEO since October 16, 2008 and as a director since June 2007; he is 62 years old . Dr. Ma holds a PhD in mechanical engineering from Columbia University, an MS in biomedical engineering from Shanghai University, and a BS in precision machinery and instrumentation from the University of Science and Technology of China . Company performance under the SEC “pay-versus-performance” framework shows the value of a $100 TSR investment progressing from $340 (2022) to $620 (2023) and then $240 (2024), alongside reported net income of $11.294 million (2022), $4.805 million (2023), and $0.951 million (2024) . Revenue increased in FY 2024 versus FY 2023, per VASO’s reported financials below .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kerns Manufacturing Corp. | Technology/Business Consultant | Before Oct 16, 2008 | Provided technology and business consulting services; Kerns is also a stockholder of VASO . |
| Living Data Technology Corp. | Technology/Business Consultant | Before Oct 16, 2008 | Provided technology and business consulting services; Living Data is a VASO stockholder . |
| Academia/Various | Various positions in academia and business | Not disclosed | Cited background experience prior to CEO appointment . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No current public-company directorships disclosed in the proxy for Jun Ma . |
Fixed Compensation
| Year | Base Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2024 | 500,000 | 200,000 | — | — | — | 56,635 | 756,635 |
| 2023 | 500,000 | 230,000 | — | — | — | 191,610 | 921,610 |
Perquisites detail (Jun Ma):
- 2024: $48,000 lodging and car allowance; $6,100 401(k) match; $2,535 company-paid life insurance .
- 2023: $137,218 tax gross-up on vested stock; $48,000 lodging and car allowance; $3,857 401(k) match; $2,535 company-paid life insurance .
Performance Compensation
| Incentive Type | Metric(s) | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Bonus | Discretionary; no formal performance metrics disclosed | Not disclosed | Not disclosed | Not disclosed | $200,000 (2024); $230,000 (2023) | Not disclosed |
Pay-versus-performance summary:
| Year | PEO SCT Total ($) | Compensation Actually Paid to PEO ($) | TSR Value of $100 Investment | Net Income ($) |
|---|---|---|---|---|
| 2024 | 756,635 | 756,635 | 240 | 951,000 |
| 2023 | 921,610 | 971,610 | 620 | 4,805,000 |
| 2022 | 805,323 | 975,323 | 340 | 11,294,000 |
Notes:
- Compensation Committee stated it did not consider the pay-versus-performance disclosure in making pay decisions .
- Equity values in the “compensation actually paid” calculation follow FASB ASC Topic 718, with adjustments detailed in footnotes .
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned | % of Outstanding | Vested vs. Unvested | Options (Exercisable/Unexercisable) | Pledging |
|---|---|---|---|---|---|
| Jun Ma, PhD | 10,498,146 | 5.97% | Not disclosed; company states “There were no outstanding equity awards at December 31, 2024” | None outstanding as of Dec 31, 2024 | No pledging disclosed in proxy materials |
Additional alignment / policy notes:
- Insider trading policy with blackout periods and pre-clearance; company has no hedging policy that restricts hedging transactions applicable to company securities .
- Ownership guidelines: Not disclosed in proxy.
Employment Terms
| Provision | Detail |
|---|---|
| Agreement Term | Modified May 10, 2019; five-year term with extensions, but not beyond May 31, 2026 . |
| Base Salary | $500,000 annually . |
| Bonus Eligibility | Eligible for annual bonus at Board’s discretion; amount/timing discretionary . |
| Long-Term Incentives | Eligible for awards under stock plans at Board’s discretion . |
| Severance (No Cause / Good Reason) | Continued salary for 24 months and bonus payment equal to what would have otherwise been received; if remaining term <24 months, duration is greater of 12 months or remaining term; immediate vesting of any unvested options/shares . |
| Death/Disability | Beneficiary receives 12 months of salary . |
| Change in Control (Double Trigger) | If terminated within 2 years post-CIC without cause or for good reason: lump sum equal to 2.5x (salary + average annual bonuses over prior 3 years) . |
| 280G Cutback | If payments exceed 280G limits, reduced to avoid excise tax if net after-tax amount would be higher; otherwise pay original amount . |
Board Governance
| Role | Service | Committee Memberships | Independence / Notes |
|---|---|---|---|
| Director | Since June 2007 | None indicated for Audit or Compensation | Not independent for service on the nominating function (full board acts as nominating committee) . |
| CEO | Since Oct 16, 2008 | — | Chairman of the Board is independent (Joshua Markowitz); board majority independent; Audit and Compensation Committees comprise independent directors . |
Board process and attendance:
- Board met 8 times in 2024; Audit Committee 4; Compensation Committee 2; all directors attended ≥75% of meetings on which they served .
- Current independent directors include Markowitz (Chairman), Rios (Vice Chairman since Jan 2025), Movaseghi, and Dembo .
Director compensation context:
- Non-employee directors receive cash retainers and meeting fees; example 2024 cash fees: Chairman $180,000; other non-employee directors $50,000 annual plus meeting fees; 150,000 restricted shares granted to Leon Dembo upon joining, vesting immediately . Jun Ma is an employee director and not listed in director fee table .
Financial Performance Context
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues | 79,294,000* | 81,024,000 | 86,767,000 |
| EBITDA | 8,377,000* | 5,759,000* | 3,039,000* |
| Net Income | 11,294,000* | 4,805,000 | 951,000 |
Values retrieved from S&P Global. Cells marked with an asterisk lack document citations.
Compensation Structure Analysis
- Cash-heavy pay and discretionary annual bonuses: No disclosed performance metrics, targets, or weighting for CEO bonus; bonuses were $200k (2024) and $230k (2023) .
- Equity exposure currently limited: Company reports no outstanding equity awards as of Dec 31, 2024, reducing near-term vesting-driven selling pressure .
- Shareholder-unfriendly elements: Tax gross-up paid to Jun Ma on vested stock in 2023 ($137,218) indicates tolerance for gross-up practices .
- Governance influence: Officers and directors collectively hold 43.85% of voting power and intend to vote “FOR” Say on Pay and “three years” for Say When on Pay, potentially insulating pay practices from external pressure .
Risk Indicators & Red Flags
- Hedging policy: Company states it has no practices/policies restricting hedging transactions in company securities—misalignment risk if executives hedge .
- Tax gross-ups: Gross-up paid in 2023 on vested stock awards .
- Related-party transactions: None reportable for 2024; Audit Committee reviews conflicts under Code of Ethics .
- Equity award repricing/modification: Not disclosed; no outstanding awards at year-end 2024 .
- Section 16 compliance: Company reports all insiders complied with filing requirements for 2024 .
Compensation & Employment Levers
- Severance and CIC economics: 24 months cash plus bonus for terminations without cause/good reason; 2.5x salary plus average bonus for CIC-related terminations (double trigger) .
- Equity acceleration: Immediate vesting of any unvested options/shares upon certain severance scenarios .
- Discretionary bonus: Board retains full discretion on bonus amount/timing; no disclosed quantitative formulae .
Equity Ownership & Trading Signals
- Significant personal stake: Jun Ma beneficially owns ~10.5 million shares (5.97%), aligning interests but also concentrating influence .
- Vesting pressure: No outstanding equity awards at 2024 year-end suggests limited scheduled vesting-driven selling in near term .
- Pledging/Guidelines: No pledging disclosure; no stock ownership guidelines disclosed .
Board Service History, Committees, and Dual-Role Implications
- Board service: Director since 2007; CEO since 2008 .
- Committees: Not listed as a member of Audit or Compensation; full board acts as nominating committee, and Jun Ma is not independent for nominating service .
- Dual-role governance: CEO + director structure with independent Chairman mitigates some governance concerns, but majority insider voting power and nominating participation by non-independent directors can reduce external accountability .
Investment Implications
- Pay-performance linkage is weak: Discretionary bonuses without disclosed metrics and the presence of gross-ups reduce confidence in tight pay-for-performance alignment, especially given declining net income in 2024 and TSR retracement versus 2023 .
- Retention secure but expensive in change events: The double-trigger CIC package at 2.5x salary+bonus and severance with bonus continuation plus equity acceleration indicates strong protection for the CEO, potentially increasing deal friction or M&A costs .
- Alignment via ownership, but governance concentration: Jun Ma’s 5.97% stake aligns incentives, yet combined insider voting power of 43.85% and lack of hedging restrictions raise governance and alignment questions if hedging were used .
- Near-term selling pressure likely muted: Absence of outstanding equity awards at year-end 2024 implies limited forced vesting-related sell pressure from the CEO; monitor any future grants for potential overhang .