{"url_path":"/sec/cety/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/A","doc_date":"2026-06-05","source_url":"https://www.sec.gov/Archives/edgar/data/1329606/0001493152-26-027379-index.html","accession_number":"0001493152-26-027379","cik":"0001329606","ticker":"CETY","issuer_name":"Clean Energy Technologies, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1329606/0001493152-26-027379-index.html","primary_entity_key":"0001329606","primary_entity_name":"Clean Energy Technologies, Inc."},"word_count":3900,"has_tables":true,"body_markdown":"**Item\n10. Directors, Executive Officers and Corporate Governance**\n\n \n\n**Our\nofficers and directors are the individuals listed below as of December 31, 2024:**\n\n \n\nName\n \nAge\n \nPosition\n\nKambiz\nMahdi\n \n59\n \nPresident,\nCEO, Director\n\nCalvin\nPang\n \n40\n \nCFO,\nDirector\n\nLauren\nMorrison\n \n69\n \nIndependent\nDirector\n\nXiaotian\nXiao\n \n40\n \nIndependent\nDirector\n\nTed\nHsu\n \n65\n \nIndependent\nDirector\n\n \n\nThere\nare no family relationships among any of the directors or the executive officer.\n\n \n\n**Biographical\nInformation.**\n\n \n\n**Mr.\nKambiz Mahdi,** served as President and Chief Executive Officer of the Company from 1996 until December of 2005 and again from\nJuly 2009 until present. Mr. Mahdi also started Billet Electronics a global supply chain provider of products, services and solutions\nin the technology sector in 2007. Mr. Mahdi has a BS degree in Electrical Engineering from California State University of Northridge.\nMr. Mahdi has not served on any other boards of public companies in the past five years.\n\n \n\nOur\nBoard of Directors selected Mr. Mahdi to serve as a director because he is our Chief Executive Officer and has served in various executive\nroles with our company for 15 years, with a focus on electrical design & manufacturing, sales and operations and his insight into\nthe development, marketing, finance, and operations aspects of our company. He has expansive knowledge of engineering and manufacturing\nindustry and relationships with chief executives and other senior management at technology companies. Our Board of Directors believes\nthat Mr. Mahdi brings a unique and valuable perspective to our Board of Directors.\n\n \n\n95\n\n \n\n \n\n**Mr.\nCalvin Pang** has served as our Chief Financial Officer since March 9, 2020. Since 2015 Mr. Pang has been the Managing Director\nof Megawell Capital Limited. From 2007 to 2015, he was a banker at UBS AG managing portfolios of Hong Kong and China based investors.\nMr. Pang graduated from the Olin School of Business at Washington University in St. Louis with a bachelor’s degree in business\nand finance. We believe that Mr. Pang is well qualified to serve as a member of our Board of Directors due to his extensive experience\nin U.S. and Asian corporate finance and may assist us in developing relationships with financial institutions.\n\n \n\n**Mr.\nTed Hsu** has almost 3 decades of experience as a commercial banker. He joined Preferred Bank in 1992 and currently serves as the\nbank’s Executive Vice President. Preferred Bank is one of the largest independent commercial banks in California. He has extensive\nexperience in servicing clients in various sectors including real estate, construction, commercial and industrial. Recently, Mr. Hsu\nbegan to cover companies in the renewable energy sector as it is the growing trend. We believe Mr. Hsu is well qualified to serve as\na member of our Board of Directors due to his experience in commercial lending.\n\n \n\n**Ms.\nLauren Morrison** is an international business development consultant whose career has had a major focus in the clean energy, smart\nbuilding, and sustainability sectors. She has worked with companies of all sizes and areas of specialization, from concept to early-stage\nand maturity, on global growth strategies, branding, and product development. Lauren is interested in the integration and optimization\nof technologies that measurably increase energy efficiency, and the application of monitoring and data analysis that iteratively improves\nbuilding processes, practices, and net functionality. As part of a leading-edge model smart city development in Asia, Lauren saw first-hand\nthe critical imperative for global collaboration to address climate challenges as they rapidly eclipse geographic boundaries. She is\npassionate about expanding the conversation on this topic to include the widest possible audience of stakeholders. Our Board of Directors\nbelieves that Ms. Morrison brings a unique and valuable international perspective and clean energy experience to our Board of Directors\n\n \n\n**Mr.\nXiaotian Xiao**currently serves as an equity investment partner at Goldendeavor Capital covering investments in the new energy\nand robotic/automobile industry. Prior to that, he was the special assistant to the chairman at Hybrid Kinetic Motors (1188.HK) from\nMay 2015 to August 2020, and the chief operation officer at Yegiaro Group, a subsidiary of Hybrid Kinetic Motors, from May 2015 to August\n2020. Mr. Xiao received his Master of Business Administration degree from the Marshal School of Business, University of Southern California\nin 2015.\n\n \n\nEach\ndirector holds office until the earlier of his or her death, resignation, removal from office by the stockholders, or his or her respective\nsuccessor is duly elected and qualified. There are no arrangements or understandings between any of our nominees or directors and any\nother person pursuant to which any of our nominees or directors have been selected for their respective positions. No nominee or director\nis related to any executive officer or any other nominee or director.\n\n \n\n**Board\nDiversity Matrix (As of December 31, 2024)**\n\n \n\n  \n  \n  \nDid Not\n\n  \n**Female** \n**Male** \nDisclose\n\nGender Identity \n  \n  \n \n\nDirectors \n1 \n4 \n0\n\nDemographic Background \n  \n  \n \n\nAsian \n0 \n3 \n0\n\nWhite \n1 \n1 \n0\n\n \n\n**Corporate\nGovernance**\n\n \n\n**Director\nAttendance at Meetings of the Board of Directors**\n\n \n\nOur\nBoard of Directors held two meetings during the fiscal year ended December 31, 2024, and executed multiple written consents to action\nwithout a meeting. Each of our incumbent directors attended at least 75.0% of the aggregate total number of meetings of our Board\nof Directors held during the period for which they served as a director.\n\n \n\n**Director\nAttendance at Annual Meetings of the Shareholders**\n\n \n\nAlthough\nwe have no policy with regard to attendance by the members of our Board of Directors at our annual meetings, we invite and encourage\nthe members of our Board of Directors to attend our annual meetings to foster communication between Shareholders and our Board of Directors.\n\n \n\n96\n\n \n\n** **\n\n**Stockholder\nCommunication with the Board of Directors**\n\n \n\nAny\nstockholder who desires to contact members of our Board of Directors, or a specified committee of our Board of Directors, may do so by\nwriting to: Clean Energy Technologies, Inc., Board of Directors, 1340 Reynolds Avenue, Irvine, California 92614, Attention: Secretary.\nCommunications received will be distributed by our Secretary to such member or members of our Board of Directors as deemed appropriate\nby our Secretary, depending on the facts and circumstances outlined in the communication received.\n\n \n\n**Director\nIndependence**\n\n \n\nWe\nhad five members of our Board of Directors as of December 31, 2024, of which three members are considered independent.\n\n \n\n**Committees\nof our Board of Directors**\n\n \n\n**Audit\nCommittee.** Our audit committee consists of Lauren Morrison, Xiaotian Xiao and Ted Hsu. Lauren Morrison is the chairperson of\nthe audit committee. We have determined that Lauren Morrison, Xiaotian Xiao and Ted Hsu each satisfy the “independence” requirements\nof Nasdaq Listing Rule 5605(a)(2) and meets the independence standards under Rule 10A-3 under the Exchange Act. We have determined that\nTed Hsu qualifies as an “audit committee financial expert.” The audit committee oversees our accounting and financial reporting\nprocesses and the audits of the financial statements of our company. The audit committee is responsible for, among other things: (a)\nrepresenting and assisting the Board in its oversight responsibilities regarding the Company’s accounting and financial reporting\nprocesses, the audits of the Company’s financial statements, including the integrity of the financial statements, and the independent\nauditors’ qualifications and independence; (b) overseeing the preparation of the report required by SEC rules for inclusion in\nthe Company’s annual proxy statement; (c) retaining and terminating the Company’s independent auditors; (d) approving in\nadvance all audit and permissible non-audit services to be performed by the independent auditors; and (e) approving related person transactions.\n\n \n\n**Compensation\nCommittee.** Our compensation committee consists of Lauren Morrison and Ted Hsu. Ted Hsu is the chairperson of our compensation\ncommittee. We have determined that Lauren Morrison and Ted Hsu are “independent,” as such term is defined for directors and\ncompensation committee members in the listing standards of the NASDAQ Stock Market LLC. Additionally, each qualify as “non-employee\ndirectors” for purposes of Rule 16b-3 under the Securities Exchange Act of 1934 and as “outside directors” for purposes\nof Section 162(m) of the Internal Revenue Code. The Committee has been established to: (a) assist the Board in seeing that a proper system\nof long-term and short-term compensation is in place to provide performance oriented incentives to attract and retain management, and\nthat compensation plans are appropriate and competitive and properly reflect the objectives and performance of management and the Company;\n(b) assist the Board in discharging its responsibilities relating to compensation of the Company’s executive officers; (c) evaluate\nthe Company’s Chief Executive Officer and set his or her remuneration package; and (d) make recommendations to the Board with respect\nto incentive compensation plans and equity-based plans.\n\n \n\n**Nominating\nand Corporate Governance Committee.** Our nominating and corporate governance committee consists of Lauren Morrison and Ted Hsu.\nLauren Morrison is the chairperson of our nominating and corporate governance committee. We have determined that each of Lauren Morrison\nand Ted Hsu qualify as “independent” as that term is defined by Nasdaq Listing Rule 5605(a)(2). The Committee is responsible\nfor: (a) assisting the Board in determining the desired experience, mix of skills and other qualities to provide for appropriate Board\ncomposition, taking into account the current Board members and the specific needs of the Company and the Board; (b) identifying qualified\nindividuals meeting those criteria to serve on the Board; (c) proposing to the Board the Company’s slate of director nominees for\nelection by the shareholders at the Annual Meeting of Shareholders and nominees to fill vacancies and newly created directorships; (d)\nreviewing candidates recommended by shareholders for election to the Board and shareholder proposals submitted for inclusion in the Company’s\nproxy materials; (e) advising the Board regarding the size and composition of the Board and its committees; (f) proposing to the Board\ndirectors to serve as chairpersons and members on committees of the Board; (g) coordinating matters among committees of the Board; (h)\nproposing to the Board the slate of corporate officers of the Company and reviewing the succession plans for the executive officers;\n(i) recommending to the Board and monitoring matters with respect to governance of the Company; and (j) overseeing the Company’s\ncompliance program.\n\n \n\n97\n\n \n\n** **\n\n**Term\nof Office**\n\n** **\n\nOur\ndirectors hold office until the next annual meeting of shareholders of the Company and until their successors have been elected and qualified.\nOur officers are elected by the board of directors and serve at the discretion of the board of directors.\n\n \n\n**Family\nRelationships**\n\n \n\nThere\nare no other family relationships between any of our directors or executive officers. There are no arrangements or understandings between\nour directors and directors and any other person pursuant to which they were appointed as an officer and director of the Company.\n\n \n\n**Involvement\nin Certain Legal Proceedings**\n\n \n\nDuring\nthe past ten years no current director, executive officer, promoter or control person of the Company has been involved in the following:\n\n \n\n(1)\nA petition under the Federal bankruptcy laws or any state insolvency law which was filed by or against, or a receiver, fiscal agent or\nsimilar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner\nat or within two years before the time of such filing, or any corporation or business association of which he was an executive officer\nat or within two years before the time of such filing;\n\n \n\n(2)\nSuch person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations\nand other minor offenses);\n\n \n\n(3)\nSuch person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent\njurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:\n\n \n\ni.\nActing as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage\ntransaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing,\nor as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment\ncompany, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection\nwith such activity;\n\n \n\nii.\nEngaging in any type of business practice; or\n\n \n\niii.\nEngaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of\nFederal or State securities laws or Federal commodities laws;\n\n \n\n98\n\n \n\n \n\n(4)\nSuch person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State\nauthority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described\nin paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;\n\n \n\n(5)\nSuch person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State\nsecurities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or\nvacated;\n\n \n\n(6)\nSuch person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated\nany Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been\nsubsequently reversed, suspended or vacated;\n\n \n\n(7)\nSuch person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not\nsubsequently reversed, suspended or vacated, relating to an alleged violation of:\n\n \n\ni.\nAny Federal or State securities or commodities law or regulation; or\n\n \n\nii.\nAny law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent\ninjunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or\nprohibition order; or\n\n \n\niii.\nAny law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or\n\n \n\n(8)\nSuch person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory\norganization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section\n1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has\ndisciplinary authority over its members or persons associated with a member.\n\n \n\n**Shareholder\nCommunications to the Board**\n\n \n\nShareholders\nwho are interested in communicating directly with members of the Board, or the Board as a group, may do so by writing directly to the\nindividual Board member c/o Secretary, Clean Energy Technologies, Inc., 1340 Reynolds Avenue, Irvine, CA 92614. The Company’s Secretary\nwill forward communications directly to the appropriate Board members. If the correspondence is not addressed to the particular member,\nthe communication will be forwarded to a Board member to bring to the attention of the Board. The Company’s Secretary will review\nall communications before forwarding them to the appropriate Board member.\n\n \n\n**Director\nNomination Procedures and Diversity**\n\n \n\nAs\noutlined above, in selecting a qualified nominee, our Board of Directors considers such factors as it deems appropriate, which may include:\nthe current composition of our Board of Directors; the range of talents of a nominee that would best complement those already represented\non our Board of Directors; the extent to which a nominee would diversify our Board of Directors; a nominee’s standards of integrity,\ncommitment and independence of thought and judgment; a nominee’s ability to represent the long-term interests of our shareholders\nas a whole; a nominee’s relevant expertise and experience upon which to be able to offer advice and guidance to management; a nominee\nwho is accomplished in his or her respective field, with superior credentials and recognition; and the need for specialized expertise.\nWhile we do not have a formal diversity policy, we believe that the backgrounds and qualifications of our directors, considered as a\ngroup, should provide a significant composite mix of experience, knowledge and abilities that will allow our Board of Directors to fulfill\nits responsibilities. Applying these criteria, our Board of Directors considers candidates for membership on our Board of Directors suggested\nby its members, as well as by our Shareholders. Members of our Board of Directors annually review our Board of Directors’ composition\nby evaluating whether our Board of Directors has the right mix of skills, experience and backgrounds.\n\n \n\nOur\nBoard of Directors may also consider an assessment of its diversity, in its broadest sense, reflecting, but not limited to, age, geography,\ngender and ethnicity.\n\n \n\nOur\nBoard of Directors identifies nominees by first evaluating the current members of our Board of Directors willing to continue in service.\nCurrent members of our Board of Directors with skills and experience relevant to our business and who are willing to continue in service\nare considered for re-nomination. If any member of our Board of Directors does not wish to continue in service or if our Board of Directors\ndecides not to nominate a member for re-election, our Board of Directors will review the desired skills and experience of a new nominee\nin light of the criteria set forth above.\n\n \n\nOur\nBoard of Directors also considers nominees for our Board of Directors recommended by Shareholders. Notice of proposed stockholder nominations\nfor our Board of Directors must be delivered in accordance with the requirements set forth in our bylaws and SEC Rule 14a-8 promulgated\nunder the Securities Exchange Act of 1934, as amended, or the Exchange Act. Nominations must include the full name of the proposed nominee,\na brief description of the proposed nominee’s business experience for at least the previous five years and a representation that\nthe nominating stockholder is a beneficial or record owner of our common stock. Any such submission must be accompanied by the written\nconsent of the proposed nominee to be named as a nominee and to serve as a director if elected. Nominations should be delivered to: Clean\nEnergy Technologies, Inc., Board of Directors, 1340 Reynolds Avenue, Unit 120, Irvine, CA 92614, Attention: Chief Executive Officer.\n\n \n\n99\n\n \n\n \n\nOur\nBoard of Directors will recommend the slate of directors to be nominated for election at the annual meeting of shareholders. We have\nnot and do not currently employ or pay a fee to any third party to identify or evaluate, or assist in identifying or evaluating, potential\ndirector nominees.\n\n \n\n**Board\nof Directors Role in Risk Oversight**\n\n \n\nOur\nBoard of Directors oversees our shareholders’ interest in the long-term success of our business strategy and our overall financial\nstrength.\n\n \n\nOur\nBoard of Directors is actively involved in overseeing risks associated with our business strategies and decisions. It does so, in part,\nthrough its approval of all acquisitions and business-related investments and all assumptions of debt, as well as its oversight of our\nexecutive officers pursuant to annual reviews. Our Board of Directors is also responsible for overseeing risks related to corporate governance\nand the selection of nominees to our Board of Directors.\n\n \n\nIn\naddition, the Board reviews the potential risks related to our financial reporting. The Board meets with our Chief Financial Officer\nand communicates with representatives of our independent registered public accounting firm on a quarterly basis to discuss and assess\nthe risks related to our internal controls. Additionally, material violations of our Code of Ethics and related corporate policies are\nreported to our Board of Directors.\n\n \n\n**Code\nof Business Conduct and Ethics**\n\n \n\nWe\nhave adopted our Code of Ethics, which contains general guidelines for conducting our business and is designed to help our directors,\nemployees and independent consultants resolve ethical issues in an increasingly complex business environment. Our Code of Ethics applies\nto our Principal Executive Officer, Principal Financial Officer, and persons performing similar functions and all members of our Board\nof Directors. Our Code of Ethics covers topics including, but not limited to, conflicts of interest, confidentiality of information,\nand compliance with laws and regulations. Shareholders may request a copy of our Code of Ethics, which will be provided without charge,\nby writing to: Clean Energy Technologies, Inc., Board of Directors, 1340 Reynolds Avenue, Unit 120, Irvine California 92614; Attention:\nChief Executive Officer.\n\n \n\n**Compensation\nof Directors**\n\n \n\nThe\nkey objective of our non-employee directors’ compensation program is to attract and retain highly qualified directors with the\nnecessary skills, experience and character to oversee our management. We currently use equity-based compensation to compensate our directors\ndue to our restricted cash flow position; however, we may in the future provide cash compensation to our directors. The use of equity-based\ncompensation is designed to recognize the time commitment, expertise and potential liability relating to active Board service, while\naligning the interests of our Board of Directors with the long-term interests of our shareholders.\n\n \n\nIn\naddition to any compensation provided to our non-employee directors, which is detailed below, each non-employee director is reimbursed\nfor any reasonable out-of-pocket expenses incurred in connection with attending in-person meetings of the Board of Directors and Board\ncommittees, as well for any fees incurred in attending continuing education courses for directors.\n\n \n\n**Fiscal\nyears 2024 and 2023 Annual Cash Compensation**\n\n \n\nWe\ncurrently do not provide cash compensation to our directors and as such did not provide any cash compensation during the years ended\nDecember 31, 2024 and 2023.\n\n \n\n100\n\n \n\n \n\n**Fiscal\nyears 2024 and 2023 Equity Compensation**\n\n \n\n**Yearly\nRestricted Share Awards**\n\n \n\nUnder\nthe terms of the discretionary restricted share unit grant provisions of our 2006 Incentive Stock Plan and our 2011 Omnibus Incentive\nPlan, which we refer to as the 2006 Plan and 2011 Plan, respectively, each non-employee director is eligible to receive grants of restricted\ncommon stock share awards at the discretion of our Board of Directors. These yearly restricted share unit awards vest in full on the\ngrant date.\n\n \n\nFor\nthe years ended December 31, 2024, and 2023, there were no stock options granted.\n\n \n\n**Discretionary\nGrants**\n\n \n\nUnder\nthe terms of the discretionary option grant provisions of the 2006 Plan and the 2011 Plan, non-employee directors are eligible to receive\nstock options or other stock awards granted at the discretion of the Board of Directors. No director received stock awards pursuant to\nthe discretionary grant program during fiscal years ended December 31, 2024 or 2023.\n\n \n\n**Director\nSummary Compensation in fiscal years 2024 and 2023**\n\n \n\nNone.\n\n \n\n**Change\nof Control and Termination Provisions**\n\n \n\nNone.\n\n \n\n**Compliance\nwith Section 16(a) of the Exchange Act**\n\n \n\nSection\n16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers and persons who beneficially own more than\nten percent of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of change in\nownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent stockholders are\nrequired by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review of Forms 3 and\n4 and amendments thereto furnished to us under Rule 16a-3(e) during the year ended December 31, 2024, Forms 5 and any amendments thereto\nfurnished to us with respect to the year ended December 31, 2024, and the representations made by the reporting persons to us, we believe\nthat during the year ended December 31, 2024, our executive officers and directors and all persons who own more than ten percent of a\nregistered class of our equity securities complied with all Section 16(a) filing requirements, except that Xiaotian Xiao has not yet\nfiled a Form 3.\n\n \n\n101"}