{"url_path":"/sec/aitx/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-09","source_url":"https://www.sec.gov/Archives/edgar/data/1498148/0001493152-26-027796-index.html","accession_number":"0001493152-26-027796","cik":"0001498148","ticker":"AITX","issuer_name":"Artificial Intelligence Technology Solutions Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1498148/0001493152-26-027796-index.html","primary_entity_key":"0001498148","primary_entity_name":"Artificial Intelligence Technology Solutions Inc."},"word_count":1376,"has_tables":true,"body_markdown":"**ITEM\n10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE**\n\n \n\nThe\nfollowing table sets forth the names, positions and ages of our directors and executive officers as of the date of this report. Our directors\nserve for one year and until their successors are elected and qualified. Our officers are elected by the board of directors to a term\nof one year and serve until their successor is duly elected and qualified, or until they are removed from office. The board of directors\nhas no nominating, auditing or compensation committees.\n\n \n\n**Name**\n \n**Age**\n \n**Position**\n\nSteven\nReinharz (1)\n \n50\n \nChief\nExecutive Officer, Secretary and Director (2)\n\nAnthony\nBrenz\n \n64\n \nChief\nFinancial Officer\n\n \n\n(1)\nDirector\nas of March 2, 2021\n\n(2)\nAll\ndirectors hold office until the next annual meeting of stockholders and until their successors have been duly elected and qualified.\n\n \n\nBiographical\ninformation concerning our director and executive officers listed above is set forth below.\n\n \n\n**Steven\nReinharz.**RAD was founded by Mr. Reinharz in July of 2016, and he has been continuously employed by RAD and its affiliated companies\nsince that time. He is the holder of a majority of our capital stock. Mr. Reinharz has served as a member of the Board of Directors since\nMarch 2, 2021 and as our Chief Executive Officer, Chief Financial Officer, and Secretary of the Company since March 2, 2021 and resigned\nas our Chief Financial Officer as of April 26, 2021 upon Anthony Brenz’s appointment as our Chief Financial Officer. As our Chief\nExecutive Officer and President of RAD, Mr. Reinharz leverages his extensive knowledge and interest in robotics and artificial intelligence\nto design and develop robotic solutions that increase business efficiency and deliver immediate and impressive cost savings. Mr. Reinharz\nis an active voice in both the security and artificial intelligence industries. He started and ran his own security integration company\nfrom the age of 24 to 31, becoming one of California’s leading system integrators. Mr. Reinharz later was part of a team that successfully\nsold an integrator to a global security firm for $42 million and has held various other security industry roles. Mr. Reinharz speaks\nand contributes to panels at ISC East and West, and ASIS. Mr. Reinharz is a leading member of several industry association committees,\nmostly through the Security Industry Association. Mr. Reinharz has called Orange County, California home since 1995, having grown up\nin Montreal and Toronto. He earned a dual Bachelor of Science degree in Political Science and Commercial Studies.\n\n \n\n**Anthony\nBrenz** was appointed as our Chief Financial Officer on April 26, 2021. He is an accomplished senior financial and operational\nexecutive for over 20 years of experience in finance and operations, including corporate strategy, procurement and supply chain, human\nresources, and customer service. From April 2018 to December 2020, Anthony Brenz was the Vice President/Director Finance of AirBoss Flexible\nProducts Company. From September 2014 to April 2018, he was the Chief Financial Officer/Vice President of Finance of Thomson Aerospace\nand Defense (a Parker Meggitt Company). From August 2012 to September 2014, he was the Vice President/Director of Finance of M B Aeospace\nUS Holdings, Inc. Anthony Brenz received a Bachelor of Accountancy from Walsh College in Troy Michigan in 1989 and has been licensed\nas a Certified Public Accountant in Michigan since 1989.\n\n \n\nThere\nare no family relationships between any of the executive officers and directors.\n\n \n\n**Board\nCommittees and Director Independence**\n\n \n\nMr.\nReinharz serves as director, and we do not have a separately designated audit committee, compensation committee or nominating and corporate\ngovernance committee. The functions of those committees are being undertaken by our directors. Since we do not have any independent directors\nand have only two directors, our directors believes that the establishment of committees of the Board would not provide any benefits\nto our company and could be considered more form than substance.\n\n \n\nWe\ncurrently have an employee director, Mr. Reinharz, but no independent directors, as such term is defined in the listing standards of\nThe NASDAQ Stock Market, and we do not anticipate appointing additional directors in the near future.\n\n \n\n-34-\n\n[Table of Contents](#toc_001)\n\n \n\nOur\ndirectors are not “audit committee financial experts” within the meaning of Item 401(e) of Regulation S-K. As with most small,\nearly stage companies, until such time that the Company further develops its business, achieves a stronger revenue base and has sufficient\nworking capital to purchase directors and officer’s insurance, the Company does not have any immediate prospects to attract independent\ndirectors. When the Company is able to expand our Board of Directors to include one or more independent directors, the Company intends\nto establish an Audit Committee of our Board of Directors. It is our intention that one or more of these independent directors will also\nqualify as an audit committee financial expert. Our securities are not quoted on an exchange that has requirements that a majority of\nour Board members be independent, and the Company is not currently otherwise subject to any law, rule or regulation requiring that all\nor any portion of our Board of Directors include “independent” directors, nor are we required to establish or maintain an\nAudit Committee or other committee of our Board of Directors.\n\n \n\n**Procedures\nfor Nominating Directors**\n\n \n\nThere\nhave been no material changes to the procedures by which security holders may recommend nominees to the Board since the most recently\ncompleted fiscal quarter. We do not have a policy regarding the consideration of any director candidates that may be recommended by our\nstockholders, including the minimum qualifications for director candidates, nor has our sole director established a process for identifying\nand evaluating director nominees. We have not adopted a policy regarding the handling of any potential recommendation of director candidates\nby our stockholders, including the procedures to be followed. Our sole director has not considered or adopted any of these policies,\nas we have never received a recommendation from any stockholder for any candidate to serve on our Board of Directors. Given our relative\nsize and lack of directors and officers insurance coverage, we do not anticipate that any of our stockholders will make such a recommendation\nin the near future.\n\n \n\nWhile\nthere have been no nominations of additional directors proposed, in the event such a proposal is made, all current members of our Board\nwill participate in the consideration of director nominees.\n\n \n\n**Director\nQualifications**\n\n \n\nMr.\nSteve Reinharz is our sole director and was appointed on March 2, 2021. He is the founder of our operating company, Robotoc Assistance\nDevices, Inc. (see bio on page 33).\n\n \n\n**Code\nof Ethics and Business Conduct**\n\n \n\nWe\nhave adopted a code of ethics meeting the requirements of Section 406 of the Sarbanes-Oxley Act of 2002. We believe our code of ethics\nis reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely, and understandable\ndisclosure in public reports; comply with applicable laws; ensure prompt internal reporting of violations; and provide accountability\nfor adherence to the provisions of the code of ethics.\n\n \n\n**Director\nCompensation**\n\n \n\nWe\nreimburse our directors for all reasonable ordinary and necessary business-related expenses, but we did not pay any other director’s\nfees or any other cash compensation for services rendered as a director during the years ended February 28, 2026 and February 28, 2025\nto any of the individuals serving on our Board during that period.\n\n \n\n**Compliance\nwith Section 16(a) of the Securities Exchange Act of 1934**\n\n \n\nSection\n16(a) of the Exchange Act requires our executive officers and directors, and persons who beneficially own more than 10% of a registered\nclass of our equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual\nreports concerning their ownership of our common shares and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers,\ndirectors and greater than 10% stockholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports\nthey file. Based on our review of the copies of such forms received by us, or written representations that no other reports were required,\nand to the best of our knowledge, we believe that all of our officers, directors, and owners of 10% or more of our common stock filed\nall required Forms 3, 4, and 5.\n\n \n\n-35-\n\n[Table of Contents](#toc_001)"}