{"url_path":"/sec/brls/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":"2026-06-02","source_url":"https://www.sec.gov/Archives/edgar/data/1852973/0001213900-26-063777-index.html","accession_number":"0001213900-26-063777","cik":"0001852973","ticker":"BRLS","issuer_name":"Borealis Foods Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1852973/0001213900-26-063777-index.html","primary_entity_key":"0001852973","primary_entity_name":"Borealis Foods Inc."},"word_count":1456,"has_tables":true,"body_markdown":"Item 10.\nDirectors, Executive Officers, and Corporate Governance.\n\n \n\n**Directors**\n\n \n\nThe following table sets forth the information concerning our directors,\nincluding their ages as of May 15, 2026.\n\n \n\nName and Position \nYear\n\nFirst\n\nBecame\n\nDirector  \nAge  \nIndependent \nAudit\n\nCommittee  \nCompensation\n\nCommittee  \nNominating\n\nand\n\nGovernance\n\nCommittee \n\nReza Soltanzadeh\n*Director, Chief Executive Officer* \n 2024  \n 53  \nNo \n    \n            \n          \n\nErtharin Cousin\n*Director* \n 2024  \n 69  \nYes \n    \n    \n   \n\nBarthelemy Helg\n *Non-executive Chairman and Director* \n 2024  \n 60  \nNo \n    \n    \n   \n\nShukhrat Ibragimov\n*Director* \n 2024  \n 40  \nYes \n    \n    \n   \n\nPavel Mynzhanov\n*Director* \n 2026  \n 43  \nNo \n    \n    \n   \n\nSteven Oyer*\n*Director* \n 2024  \n 70  \nYes \n Chairman*  \n Chairman  \n Chairman \n\nZaure Algaziyeva*\n*Director* \n 2026  \n 46  \nYes \n X*  \n X  \n X \n\nAmin Ajami*  \n *Director* \n 2026  \n 57  \nYes \n X*  \n X  \n X \n\n \n\n*Audit\nCommittee Financial Expert\n\n \n\n**Executive Officers**\n\n \n\nThe following table sets forth information concerning our executive\nofficers, including their ages as of May 15, 2026.\n\n \n\nName and Position \nYear First\nBecame Officer  \nAge  \nPosition/Title\n\nReza Soltanzadeh \n 2019  \n 53  \nDirector and Chief Executive Officer\n\nPouneh Rahimi \n 2019  \n 58  \nChief Legal Officer\n\nStephen Wegrzyn \n 2020  \n 61  \nChief Financial Officer\n\nMatt Talle \n 2020  \n 64  \nChief Strategy Officer\n\nHenry Wong \n 2021  \n 59  \nChief Marketing Officer\n\n \n\n**Biographical Information**\n\n \n\n*Directors*\n\n \n\n**Reza Soltanzadeh**, M.D. is a co-founder and has served\nas our Chief Executive Officer and a member of our Board of Directors since July 2019. Prior to our founding, Dr. Soltanzadeh served as\nthe Chief Executive Officer of IIIC Investment Group, an emerging markets multibillion-dollar food-focused buyout firm, from February\n2003 to May 2016. Dr. Soltanzadeh has continued to serve as a founder and partner of Z Ventures, Inc., an early-stage green technology\ninvestment company, since its founding in March 2008. Dr. Soltanzadeh obtained his M.D. from the University of Manipal, India. Dr. Soltanzadeh\nis qualified to serve on our Board due to his business and technical expertise, along with his strategic insight into our business as\nour current Chief Executive Officer.\n\n \n\n46\n\n \n\n**Ertharin Cousin** has served as a director of our Board\nsince February 2024. Since September 2019, Ms. Cousin has served as Founder, President and Chief Executive Officer of Food Systems For\nThe Future Institute, a non-profit organization to catalyze, enable and scale market-driven agtech, foodtech, and food innovations, and\nas Visiting Scholar, Spogli Institute for the Study of International Relations, Center for Food and Environment at Stanford University.\nShe has served as Distinguished Fellow of The Chicago Council on Global Affairs, a global affairs think tank, since June 2017. Ms. Cousin\npreviously served at Stanford University as Payne Distinguished Lecturer and Visiting Fellow, Spogli Institute for the Study of International\nRelations, Center for Food and Environment from September 2017 to June 2019. From April 2012 to April 2017, Ms. Cousin served as Executive\nDirector of the United Nations World Food Programme, the food-assistance branch of the United Nations, and she served as Ambassador and\nPermanent Representative to the United Nations Food and Agriculture Agencies on behalf of the U.S. Department of State from August 2009\nto April 2012. Ms. Cousin previously served in a variety of executive roles between 1987 and 2009, including Founding President and Chief\nExecutive Officer of The Polk Street Group, a management services company; Executive Vice President and Chief Operating Officer of America’s\nSecond Harvest; Senior Vice President, Public Affairs for Albertsons Companies; White House Liaison and Special Advisor to the Secretary\nfor the 2016 Olympics for the U.S. Department of State; and Assistant Attorney General for The State of Illinois. Ms. Cousin currently\nserves as member of the Supervisory Board of Bayer AG and the Board of Directors of Mondelez International, Inc. Ms. Cousin earned a B.A.\nat the University of Illinois at Chicago and received her J.D. from the University of Georgia School of Law. Ms. Cousin is qualified to\nserve on the Board given her breadth of experience and track record in the food industry. Her roles as President and Chief Executive Officer\nof Food Systems For The Future Institute and as Executive Director of the United Nations World Food Programme, the food-assistance branch\nof the United Nations, provide the Board with valuable perspective on global food systems, sustainability, and institutional operations\nrelevant to the Company’s business.\n\n \n\n**Barthelemy Helg** is a co-founder and has served as the\nChairman of our Board of Directors since February 2024. Mr. Helg has served as Chairman of Dara Capital AG, a FINRA and SEC registered investment\nadvisory and wealth management company since March 2015. Mr. Helg currently serves as a Director of AB2 Bio Ltd, a biotech company he\nco-founded focused on treatment of rare autoimmune diseases since July 2010. Mr. Helg served as Managing Partner of Lombard Odier &\nCo, where he was a member of the Finance Risk and Credit committees, from April 2000 to December 2006. Prior to that, he was Vice President\nfor Mergers and Acquisitions of Nestle S.A. from January 1998 to March 2000. Mr. Helg began his career as an investment banker at Goldman\nSachs. Mr. Helg obtained his M.L. from the University of Geneva, Switzerland, his L.L.M. from New York University and an MBA from Harvard\nBusiness School. He is also admitted to the New York Bar. Mr. Helg is qualified to serve on our Board due to his extensive experience\nworking with entrepreneurial companies and his experience in the food industry.\n\n \n\n**Shukhrat Ibragimov** has served as a director of our Board\nsince February 2024. Mr. Ibragimov serves as member of the Board of Directors of Eurasian Resources Group (ERG), a leading natural resources\n(ferrochrome, iron, aluminum) company with the integrated mining, processing, energy, logistics and marketing operations based mainly\nin Kazakhstan and operating globally (extraction and processing of metals), since March 2021. Prior to his appointment to the Board of\nDirectors of ERG, Mr. Ibragimov served as ERG’s Head of Business Development since 2015. Mr. Ibragimov currently also serves as\nmember of the Boards of Directors of Eurasia Insurance Company JSC, Eurasian Financial Company JSC, Eurasian Bank JSC. In 2020, Mr. Ibragimov\nfounded Eurasian Space Ventures LLP (ESV) based in Kazakhstan, venture fund investing in startups in aerospace industry. Through ESV,\nMr. Ibragimov controls BITEEU, a cryptocurrency exchange operating globally. Mr. Ibragimov also is a co-founder of SPRK Music, a music\nplatform that helps musicians to be discovered via a dedicated platform. Mr. Ibragimov graduated from the European Business School London\nwith a bachelor’s degree and the Beijing Language and Culture University with a masters’ degree. Mr. Ibragimov is qualified\nto serve on the Board due to his prior experience serving as head of business development for a global natural resource company, which\nprovided him with extensive cross border experience in logistics and operations.\n\n \n\n**Steven Oyer** has served as a director of our Board since\nFebruary 2024. He is also the Chair of the Audit Committee, the Compensation Committee and the Nomination and Governance Committee. The\nBoard has determined that Mr. Oyer qualifies as an “audit committee financial expert” as defined under Item 407(d)(5) of Regulation\nS-K. Mr. Oyer is a finance executive who has over 40 years of business and investment experience. Since January 2023, Mr. Oyer has served\nas the Managing Partner of Sustainable Finance Partnerships (SFP) where he advises companies in capital transactions and business development.\nPrior to that, Mr. Oyer served as Chief Executive Officer of i(x) Net Zero, a publicly traded holding company focused on energy transition\nand sustainability, from February 2018 to January 2023. From September 2015 to February 2018, Mr. Oyer served as Senior Vice President\nat Lazard Asset Management where he led their Global Family Office Advisory Group. Mr. Oyer’s experience includes a senior position\nat the Private Funds Group of Brookfield Asset Management focused on Real Assets and Renewable Investments. Additionally, Mr. Oyer served\nas interim Chief Executive Officer and led the restructuring of Saflink Corporation, a NASDAQ listed biometric software company. Mr. Oyer\nserved as a board member and audit chair of Salton, Inc., a designer, marketer, manufacturer, and distributor of a broad range of branded\nsmall appliances. Mr. Oyer was the founder of Quake Capital, an accelerator that fosters early-stage ventures led by student and faculty\nentrepreneurs from university ecosystems and still serves in an advisory capacity. He also has served as a member of the investment committee\nfor the Florida Atlantic University’s Foundation. Mr. Oyer attended the University of Massachusetts. Mr. Oyer is qualified to serve\non the Board due to his extensive financial and operational expertise, stemming from his prior experience serving as the CEO of i(x) Net\nZero and Saflink Corporation, both NASDAQ listed public companies.\n\n \n\n47\n\n \n\n**Amin Ajami** has served as a director of our Board since\nJanuary 2026. He serves as a member of the Audit Committee, the Compensation Committee and the Nomination and Governance Committee of\nthe Board**.** The Board has determined that Mr. Ajami qualifies as an “audit committee financial expert” as defined under"}