Leon Dembo
About Leon Dembo
Leon Dembo, age 70, has served as an independent director of Vaso Corporation since April 2023; he is a career attorney and the managing partner of Dembo, Brown & Burns LLP (and predecessor Dembo & Saldutti LLP) since 1991, with a practice focused on real estate, lending, creditors’ rights, and commercial litigation . The Board has affirmatively determined that Mr. Dembo is independent under NASDAQ listing standards; he is a Class II director nominated for election to serve until the 2028 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dembo, Brown & Burns LLP (and predecessor Dembo & Saldutti LLP) | Managing Partner | Since 1991 | Legal practice focused on real estate, lending, creditors’ rights, and commercial litigation |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| Dembo, Brown & Burns LLP | Managing Partner | Private law firm | Managing partner since 1991 |
| Other public company boards | — | — | None disclosed in the proxy biography |
Board Governance
- Independence: Board determined Dembo independent under NASDAQ standards; four of seven directors (including Dembo) deemed independent .
- Board class/term: Class II; term expiring at 2025 annual meeting; nominated to serve until 2028 .
- Nominating: No standing nominating committee; entire Board serves in this role; directors not independent for nominating are Jun Ma, Jane Moen, and David Lieberman (Dembo not among them) .
- Committee assignments (FY 2024): Audit Committee consisted of Edgar Rios (Chair) and Behnam Movaseghi; Compensation Committee consisted of Joshua Markowitz (Chair) and Behnam Movaseghi; Dembo was not listed on Audit or Compensation .
- Meetings and attendance (FY 2024): 8 Board, 4 Audit, 2 Compensation meetings; all directors attended at least 75% of the meetings of the Board and committees on which they served .
| Committee (FY 2024) | Members | Chair | Dembo Member? |
|---|---|---|---|
| Audit | Edgar Rios; Behnam Movaseghi | Edgar Rios | No |
| Compensation | Joshua Markowitz; Behnam Movaseghi | Joshua Markowitz | No |
| Nominating (no standing committee) | Entire Board | — | Yes, as full Board participates |
Fixed Compensation
- Policy: Non‑employee directors receive $50,000 annual fee and $2,500 per Board/committee meeting; committee chairs receive an additional $5,000 annually; Chair of the Board receives $180,000 flat fee .
| Director Cash Compensation Structure | Amount |
|---|---|
| Annual director fee (non‑employee) | $50,000 |
| Per meeting fee (Board/committee) | $2,500 per meeting |
| Committee chair additional annual fee | $5,000 |
| Chairman of the Board annual fee | $180,000 |
| Dembo – Director Compensation (FY 2024) | FY 2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | $70,000 |
| Stock Awards (grant‑date fair value) ($) | $19,500 |
| Option Awards ($) | — |
| All Other Compensation ($) | $6,500 (tax gross‑up) |
| Total ($) | $96,000 |
RED FLAG: “All Other Compensation” of $6,500 for Dembo represents a tax gross‑up, which many investors view as shareholder‑unfriendly .
Performance Compensation
- New director equity grant: 150,000 shares of restricted common stock granted to Dembo for joining the Board; shares vested immediately .
- Director equity in FY 2024: Dembo reported $19,500 grant‑date fair value of stock awards; no option awards .
- Performance metrics: None disclosed for director equity (immediate‑vest restricted stock; no performance conditions) .
| Dembo – Equity Awards Detail | Terms |
|---|---|
| Joining grant | 150,000 restricted shares; vesting immediately |
| FY 2024 stock awards (grant‑date fair value) | $19,500 |
| Options | None reported |
| Performance conditions | None disclosed (time/immediate vest only) |
Other Directorships & Interlocks
| Company/Organization | Role | Interlock/Conflict Notes |
|---|---|---|
| Other public company directorships | None disclosed | No interlocks disclosed in proxy biography |
| Related party transactions | None | Company reported no related party transactions meeting SEC thresholds |
| Compensation Committee interlocks | Not applicable to Dembo | 2024 Compensation Committee members were Markowitz (Chair) and Movaseghi; neither were officers; Dembo not a member |
Expertise & Qualifications
- 43 years in private legal practice; managing partner since 1991; practice focused on real estate, lending, creditors’ rights, and commercial litigation .
- Independent director status affirmed by the Board under NASDAQ standards .
Equity Ownership
| As of Oct 31, 2025 | Amount |
|---|---|
| Common stock beneficially owned | 150,000 shares |
| Ownership as % of outstanding | Less than 1% (based on 175,953,035 shares outstanding) |
| Shares outstanding reference | 175,953,035 |
| Pledged shares | Not disclosed in proxy; no pledging noted in ownership table |
Insider Compliance and Attendance
| Item | FY 2024 Status |
|---|---|
| Section 16(a) filings | Company believes all reporting persons complied with filing requirements during 2024 |
| Board meetings held | 8 |
| Committee meetings held | Audit: 4; Compensation: 2 |
| Attendance | All directors attended at least 75% of applicable meetings |
Governance Assessment
- Positives: Independent director; no related‑party transactions disclosed; attendance threshold met across the Board; entire Board serves as nominating body (Dembo not among those deemed non‑independent for nominating) .
- Watch items: Tax gross‑up ($6,500) paid to Dembo in 2024 is a shareholder‑unfriendly practice; joining equity grant vested immediately (no performance conditions), which can weaken pay‑for‑performance alignment .
- Alignment: Beneficial ownership of 150,000 shares is less than 1% of outstanding shares; equity compensation reported in 2024 was modest in value ($19,500) and not performance‑based .