{"url_path":"/sec/btcy/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-07-14","source_url":"https://www.sec.gov/Archives/edgar/data/1630113/0001493152-26-033207-index.html","accession_number":"0001493152-26-033207","cik":"0001630113","ticker":"BTCY","issuer_name":"BIOTRICITY INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1630113/0001493152-26-033207-index.html","primary_entity_key":"0001630113","primary_entity_name":"BIOTRICITY INC."},"word_count":2527,"has_tables":true,"body_markdown":"**ITEM\n10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE**\n\n \n\nOur\nexecutive officers and directors are as follows:\n\n \n\n**Name**\n \n**Age**\n \n**Position**\n\nWaqaas\nAl-Siddiq\n \n41\n \nPresident,\nChief Executive Officer and Chairman of the Board of Directors\n\nDavid\nA. Rosa\n \n61\n \nDirector\n(Independent)\n\nRon\nMcClurg\n \n68\n \nDirector\n(Independent)\n\nJainal\nBhuiyan*\n \n43\n \nDirector\n(Independent)\n\nJohn\nAyanoglou\n \n60\n \nChief\nFinancial Officer\n\n \n\n*Appointed\nas a director as of August 15, 2024\n\n \n\n**Waqaas\nAl-Siddiq: President, Chief Executive Officer and Chairman of the Board of Directors.** Waqaas Al-Siddiq is the founder of iMedical\nand has been its Chairman and Chief Executive Officer since inception in July 2014. Prior to that, from July 2010 through July 2014,\nhe was the Chief Technology Officer of Sensor Mobility Inc., a Canadian private company engaged in research and development activities\nwithin the remote monitoring segment of preventative care and that was acquired by iMedical in August 2014. Mr. Al-Siddiq also provided\nconsulting services with respect to technology strategy during this time. Mr. Al-Siddiq serves as a member of the Board of Directors\nas he is the founder of iMedical and his current executive position with the Company. We also believe that Mr. Al-Siddiq is qualified\ndue to his experience as an entrepreneur and raising capital.\n\n \n\n**David\nRosa: Director**. Mr. Rosa has been a director of the Company since May 3, 2016. In addition, he is a director and Chairman of\nthe board for Neuro Event Labs, a privately held company based in Finland that is developing a diagnostic epilepsy video technology.\nHe currently also serves as the CEO and President of NeuroOne, a medical technology company, having served in various capacities since\nOctober 2016. He was the CEO and President of Sunshine Heart, a publicly-held early-stage medical device company, from October 2009 through\nNovember 2015. From 2008 to November 2009, Mr. Rosa served as CEO of Milksmart, a company that specializes in medical devices for animals.\nFrom 2004 to 2008, Mr. Rosa served as the Vice President of Global Marketing for Cardiac Surgery and Cardiology at St. Jude Medical.\nHe is a member of the Board of Directors of QXMedical, a Montreal-based medical device company, and other privately-held companies. We\nbelieve Mr. Rosa is qualified to serve as a director due to his senior leadership experience in the medical device industry, and his\nexpertise in market development, clinical affairs, commercialization and public and private financing. as well as his strong technical,\nstrategic and global operating experience.\n\n \n\n**Ronald\nMcClurg: Director.**Mr. McClurg is a senior financial executive with over 30 years of experience leading the finance, administrative\nand IT functions in private and public companies. He has served as Chief Financial Officer of NeuroOne Medical Technologies Corp. (Nasdaq:NMTC)\nsince 2021. . From 2003 to 2019, Mr. McClurg was the Vice President, Finance & Administration and Chief Financial Officer for Incisive\nSurgical, Inc. Prior to 2002, Mr. McClurg served as Chief Financial Officer of several other publicly-held companies. He serves on the\nBoard of Governors and as Audit Committee Chair of Biomagnetic Sciences, LLC and as Audit Chair of Healthcare Triangle, Inc. (Nasdaq:\nHTCI). We believe that Mr. McClurg is qualified to serve as a director due to his extensive background in corporate finance.\n\n \n\n**Jainal\nBhuiyan: Director.**Mr. Bhuiyan has 18 years healthcare investment banking and capital markets and financial advisory experience.\nHe is currently a Senior Managing Director in investment banking at Paulson Investment Company. Prior to Paulson he was a partner at\nHRA Capital, a boutique investment bank he co-founded in 2012. He has advised private and public healthcare companies from start-ups\nto commercially mature enterprises, totaling more than $3B in transactions. He holds FINRA Series 7, Series 63 and Series 79 licenses.\nWe believe that Mr. Bhuiyan is qualified to serve as a director based on his outstanding and unique experience in investment banking\nin the healthcare sector. Prior to Provident he worked as a Management Analyst with BearingPoint, consulting to the Department of Defense.\nMr. Bhuiyan has a Bachelor of Science degree from Cornell University’s Charles H. Dyson School of Applied Economics and Management.\n\n \n\n53\n\n \n\n \n\n**John\nAyanoglou: Chief Financial Officer.**Mr. Ayanoglou has served as our Chief Financial Officer since 2017 and has served as\nChief Financial Officer of four other companies during his career, three of which were publicly-listed. Mr. Ayanoglou currently\nserves as a director of DX Mortgage Investment Corporation (2019), and Omega Wealthguard (2020). From 2011 to 2017, Mr. Ayanoglou\nserved as Executive Vice President of Build Capital. Prior to this, he served as Chief Financial Officer and Senior Vice President\nof Equitable Group Inc. (TSX: ETC) and its wholly owned subsidiary, Equitable Bank, now Canada’s 7th largest bank,\nduring the global banking crisis, from 2008 through 2011. Mr. Ayanoglou also served as CFO, Vice President and Corporate Secretary\nof Xceed Mortgage Corporation (TSX: XMC), from 2004 to 2008. He launched his career in financial services while providing advisory\nservices to clients at PricewaterhousCoopers LLP and working for Scotiabank and TD Bank. He is a chartered accountant and a member\nof CPA Canada. He received his ICD.D designation from the Institute of Corporate Directors at the Rotman School of\nBusiness.\n\n \n\nThere\nare no family relationships among any of our current officers and directors.\n\n** **\n\n**Section\n16(a) Beneficial Ownership Reporting Compliance**\n\n \n\nSection 16(a) of the Securities Exchange Act requires that our directors\nand executive officers and persons who beneficially own more than 10% of our common stock (referred to herein as the “reporting\npersons”) file with the SEC various reports as to their ownership of and activities relating to our common stock. Such reporting\npersons are required by the SEC regulations to furnish us with copies of all Section 16(a) reports they file. Based solely on our review\nof copies of the reports filed with the SEC and the written representations of our directors and executive officers, we believe that all\nreporting requirements for fiscal year 2026 were complied with by each person who at any time during the 2026 fiscal year was a director\nor an executive officer or held more than 10% of our common stock. except as follows: Mr. Al-Siddiq, Mr. Rosa, and Mr. Ayanoglou each\nfailed to file one Form 4 for a reportable transaction in May 2026 and Mr. Bhuiyan failed to make a Form 3 filing upon becoming an insider\nin August 2024. Mr. Bhuiyan is currently in the process of completing his EDGAR Next enrollment and intends to file the overdue Form 3\npromptly after enrollment is completed. Messrs. Al-Siddiq, Rosa, Mr. Ayanoglou have also informed us that they each plan to file the delinquent\nreports with the SEC as soon as is practicable; as of the date of this report, the overdue Form 3 and Form 4s have not yet been filed.\n\n \n\n**Corporate\nGovernance**\n\n \n\nThe\nbusiness and affairs of the Company are managed under the direction of our Board of Directors, which is comprised of Mr. Al-Siddiq, Mr.\nRosa, Mr. McClurg and Mr. Bhuiyan.\n\n** **\n\n**Term\nof Office**\n\n \n\nDirectors\nare appointed to hold office until the next annual general meeting of stockholders, and until their successors have been duly elected\nand qualified, or until their earlier resignation or removal from office in accordance with our bylaws. Our officers are appointed by\nour Board and hold office until removed by our Board or their resignation.\n\n \n\n**Clawback\nPolicy**\n\n \n\nThe\nBoard has adopted a clawback policy which allows us to recover performance-based compensation, whether cash or equity, from a current\nor former executive officer in the event of an Accounting Restatement. The clawback policy defines an Accounting Restatement as an accounting\nrestatement of our financial statements due to our material noncompliance with any financial reporting requirement under the securities\nlaws. Under such policy, we may recoup incentive-based compensation previously received by an executive officer that exceeds the amount\nof incentive-based compensation that otherwise would have been received had it been determined based on the restated amounts in the Accounting\nRestatement.\n\n \n\nThe\nBoard has the sole discretion to determine the form and timing of the recovery, which may include repayment, forfeiture and/or an adjustment\nto future performance-based compensation payouts or awards. The remedies under the clawback policy are in addition to, and not in lieu\nof, any legal and equitable claims available to the Company.\n\n \n\n**Insider\nTrading Policies**\n\n \n\nWe\nhave adopted an insider trading policy governing the purchase, sale, and other dispositions of our securities by directors, senior management,\nand employees. A copy of the Insider Trading Policy was filed as Exhibit 19 to the 10-K filed on June 27, 2024, and incorporated by reference,\nherein.\n\n \n\n**Board\nCommittees**\n\n \n\nOur\nBoard of Directors has established three standing committees: an audit committee, a nominating and corporate governance committee, and\na compensation committee, which are described below. Members of these committees are elected annually at the regular board meeting held\nin conjunction with the annual stockholders’ meeting.\n\n \n\n**Audit\nCommittee**\n\n \n\nThe\nAudit Committee, among other things, is responsible for:\n\n \n\n \n●\nselecting\na qualified firm to serve as the independent registered public accounting firm to audit our financial statements;\n\n \n \n \n\n \n●\nhelping\nto ensure the independence and performance of the independent registered public accounting firm;\n\n \n\n54\n\n \n\n \n\n \n●\ndiscussing\nthe scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the\nindependent accountants, our interim and year-end operating results;\n\n \n \n \n\n \n●\ndeveloping\nprocedures for employees to submit concerns anonymously about questionable accounting or audit matters;\n\n \n \n \n\n \n●\nreviewing\nour policies on risk assessment and risk management;\n\n \n \n \n\n \n●\nreviewing\nrelated party transactions;\n\n \n \n \n\n \n●\nobtaining\nand reviewing a report by the independent registered public accounting firm at least annually, that describes our internal quality-control\nprocedures, any material issues with such procedures, and any steps taken to deal with such issues when required by applicable law;\nand\n\n \n \n \n\n \n●\napproving\n(or, as permitted, pre-approving) all audit and all permissible non-audit services, other than de minimis non-audit services, to\nbe performed by the independent registered public accounting firm.\n\n \n\nThe\nBoard has affirmatively determined that each member of the Audit Committee meets the additional independence criteria applicable to audit\ncommittee members under SEC rules and the NASDAQ Stock Market. The Board of Directors has adopted a written charter setting forth the\nauthority and responsibilities of the Audit Committee. The Board has affirmatively determined that each member of the Audit Committee\nis financially literate, and that Ronald McClurg meets the qualifications of an Audit Committee financial expert. The Audit Committee\nconsists of Ronald McClurg and David A. Rosa. Ronald McClurg is the chairman of the Audit Committee. Norman Betts was the chairman of\nthe Audit Committee until his resignation from the Board in August 2022.\n\n \n\n**Compensation\nCommittee**\n\n \n\nThe\nfunctions of the compensation committee include:\n\n \n\n \n●\nreviewing\nand approving, or recommending that our Board approve, the compensation of our executive officers;\n\n \n \n \n\n \n●\nreviewing\nand recommending that our Board approve the compensation of our directors;\n\n \n \n \n\n \n●\nreviewing\nand approving, or recommending that our Board approve, the terms of compensatory arrangements with our executive officers;\n\n \n \n \n\n \n●\nadministering\nour stock and equity incentive plans;\n\n \n \n \n\n \n●\nselecting\nindependent compensation consultants and assessing conflict of interest compensation advisers;\n\n \n \n \n\n \n●\nreviewing\nand approving, or recommending that our Board approve, incentive compensation and equity plans; and;\n\n \n \n \n\n \n●\nreviewing\nand establishing general policies relating to compensation and benefits of our employees and reviewing our overall compensation philosophy.\n\n \n\nThe\nBoard has adopted a written charter setting forth the authority and responsibilities of the Compensation Committee. The Compensation\nCommittee consists of David Rosa and Jainal Buiyan. Dave Rosa is the chairman of the Compensation Committee.\n\n \n\n**Nominating\nand Corporate Governance Committee**\n\n \n\nThe\nNominating and Corporate Governance Committee, among other things, is responsible for:\n\n \n\n \n●\nidentifying\nand screening individuals qualified to become members of the Board, consistent with the criteria approved by the Board;\n\n \n \n \n\n \n●\nmaking\nrecommendations to the Board regarding the selection and approval of the nominees for director to be submitted to a stockholder vote\nat the annual meeting of stockholders;\n\n \n\n55\n\n \n\n \n\n \n●\ndeveloping\nand recommending to the Board a set of corporate governance guidelines applicable to the Company, to review these principles at least\nonce a year and to recommend any changes to the Board;\n\n \n \n \n\n \n●\noverseeing\nthe Company’s corporate governance practices and procedures, including identifying best practices and reviewing and recommending\nto the Board for approval any changes to the documents, policies and procedures in the Company’s corporate governance framework,\nincluding its certificate of incorporation and by-laws; and\n\n \n \n \n\n \n●\ndeveloping\nsubject to approval by the Board, a process for an annual evaluation of the Board and its committees and to oversee the conduct of\nthis annual evaluation.\n\n \n\nThe\nBoard of Directors has adopted a written charter setting forth the authority and responsibilities of the Nominating and Corporate Governance\nCommittee. The Nominating and Corporate Governance Committee consists of David Rosa and Ron McClurg, with David Rosa serving as chairman.\n\n \n\n**Code\nof Business Conduct and Ethics Policy**\n\n \n\nWe\nadopted a Code of Business Conduct and Ethics as of April 12, 2016, that applies to, among other persons, our principal executive officers,\nprincipal financial officer, principal accounting officer or controller, and persons performing similar functions. Our Code of Business\nConduct and Ethics is available on our website www.biotricity.com.\n\n \n\n**Director\nIndependence**\n\n \n\nWe\nuse the definition of “independence” of The NASDAQ Stock Market to make this determination. NASDAQ Listing Rule 5605(a)(2)\nprovides that an “independent director” is a person other than an officer or employee of the company or any other individual\nhaving a relationship, which, in the opinion of the Company’s Board, would interfere with the exercise of independent judgment\nin carrying out the responsibilities of a director. The NASDAQ listing rules provide that a director cannot be considered independent\nif:\n\n \n\n \n●\n\nThe\ndirector is, or at any time during the past three years was, an employee of the company;\n\n \n \n \n\n \n●\n\nThe\ndirector or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of\n12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including,\namong other things, compensation for board or board committee service);\n\n \n \n \n\n \n●\n\nA\nfamily member of the director is, or at any time during the past three years was, an executive officer of the company;\n\n \n \n \n\n \n●\n\nThe\ndirector or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to\nwhich the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed\n5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions);\n\n \n \n \n\n \n●\n\nThe\ndirector or a family member of the director is employed as an executive officer of an entity where, at any time during the past three\nyears, any of the executive officers of the company served on the compensation committee of such other entity; or\n\n \n \n \n\n \n●\n\nThe\ndirector or a family member of the director is a current partner of the company’s outside auditor, or at any time during the\npast three years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit.\n\n \n\nUnder\nsuch definitions, Mr. McClurg. Mr. Bhuiyan and Mr. Rosa are independent directors.\n\n \n\n56"}