{"url_path":"/sec/cik-0001119643/10-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":"2026-05-20","source_url":"https://www.sec.gov/Archives/edgar/data/1119643/0001493152-26-024641-index.html","accession_number":"0001493152-26-024641","cik":"0001119643","ticker":null,"issuer_name":"NUTRA PHARMA CORP","edgar_url":"https://www.sec.gov/Archives/edgar/data/1119643/0001493152-26-024641-index.html","primary_entity_key":"0001119643","primary_entity_name":"NUTRA PHARMA CORP"},"word_count":1482,"has_tables":true,"body_markdown":"**Item\n10. Directors and Executive Officers and Corporate Governance**\n\n \n\nDirectors\nand Executive Officers\n\n \n\nOur\nBoard of Directors elects our executive officers annually. Directors are elected to hold office until the next annual meeting. A majority\nvote of the directors who are in office is required to fill vacancies of our Board of Directors not caused by removal. Each director,\nincluding a Director elected to fill a vacancy, will hold office until the expiration of the term for which the Director was elected\nand until a successor has been elected. Our directors and executive officers are as follows:\n\n \n\nListed\nbelow are our executive officers and directors as of May 20, 2026\n\n \n\n**Name**\n \n**Age**\n \n**Position\nwith the Company**\n \n**Director\nSince**\n\nMichael\nFlax, DDS\n \n72\n \nChairman,\nPresident and Chief Executive Officer\n \n2024\n\nStewart\nLonky, M.D.\n \n79\n \nDirector\n(1)\n \n2004\n\nGarry\nR. Pottruck\n \n69\n \nDirector\n(1)\n \nJuly\n2009\n\nDale\nVanderputten\n \n66\n \nChief\nScientific Officer\n \nAugust\n2016\n\n \n\n(1)\nDr. Lonky and Garry R. Pottruck are members of our Audit Committee and Compensation Committee.\n\n \n\n38\n\n \n\n \n\n**Michael\nFlax, D.D.S., M.S., P.A.** has been our Chairman, Chief Executive Officer, and Chief Financial Officer since March 19, 2024. Dr. Flax\nis a Diplomate of the American Board of Endodontics, a member of the American Association of Endodontics, and a Fellow of the American\nCollege of Dentists. He has several research papers and presentations including work on the solubility and biocompatibility of calcium\nhydroxide-containing root canal sealer as well as investigations into anaerobic bacteria in periapical lesions of human teeth. He also\nworked in medical devices and developed adhesives for pipettes during autoclave procedures. Dr. Michael Flax holds a certificate from\nthe University of Pennsylvania School of Dental Medicine in Endodontics, 1986, a D.D.S. from Georgetown University Dental School, 1981,\nan M.S. in chemistry from St. John’s University, 1977, and a B.A. major in chemistry, minor in engineering from Miami University\nin Oxford, Ohio. He is licensed to practice dentistry in the states of Florida, Maryland, New York, Pennsylvania, and the District of\nColumbia.\n\n \n\n**Dr.\nStewart Lonky** has been our director since November 5, 2004. Dr. Lonky was a co-founder of the Trylon Corporation, a medical device\nfirm located in Torrance, California, and served as its Chief Medical Officer from 1990-2005. Trylon Corporation developed diagnostic\nproducts for the early diagnosis of cervical and oral cancer, and in connection with that Dr. Lonky’s responsibilities included\nproduct development, the direction of clinical research and interacting with regulatory agencies, including the U.S. Food and Drug Administration\n(FDA). In these roles he was instrumental in successfully bringing a number of products to the medical marketplace. He has continued\nto be engaged in both clinical and biochemical research, and has published research articles in the peer-reviewed literature in the areas\nof cervical cancer and cellular pathophysiology. Since 2005, Dr. Lonky has held an advisory position with another medical device company,\nHistologics, LLC. Dr. Lonky has been a practicing physician in the Los Angeles Area since 1982. He is Board Certified in Internal Medicine,\nPulmonary Medicine, and Critical Care Medicine. Prior to entering practice, Dr. Lonky served as a full-time faculty member at the University\nof California, San Diego in the Department of Medicine, Pulmonary Division, where he was engaged in research in the biochemistry of lung\ninjury. He was a National Institutes of Health (NIH) Postdoctoral Fellow from 1974-77. He has published over twenty articles and abstracts\nin the peer-reviewed literature during that time, and authored two book chapters.\n\n \n\n**Garry\nPottruck** became our Director and Chairman of our Audit and Compensation Committees in July 2009. Since January 2011, Mr. Pottruck\nhas been employed as a tax principal at the CPA firm of Blum and Blum. From 1997 through 2011, he was partner in the certified public\naccounting firm, Friedberg and Pottruck, PA, and its successor firm, located in Deerfield Beach, FL. Mr. Pottruck held financial executive\npositions with several companies, both public and private, from 1984 through 1994. Prior to 1984, Mr. Pottruck worked for public accounting\nfirms after graduating with a B.S. Degree in Accounting from the C.W. Post School of Professional Accountancy at Long Island University\nin 1979. He is currently licensed as a Certified Public Accountant in Florida.\n\n \n\n**Dale\nVanderputten, PhD** became our Chief Scientific Officer on July 27, 2016. Dr. Vanderputten has been CEO and CSO of the biotechnology\ncompany Omnia Biologics, Inc., headquartered in Rockville, MD since 2003. From 1999 through 2003 he was COO and CSO of cancer gene therapy\ncompany DirectGene, Inc., headquartered in Annapolis, MD. Dr VanderPutten has held scientific and technology development positions in\ngovernment, academia and industry from 1980 through 1999 including at the National Institutes of Health, University of Maryland, and\nProteome Sciences, plc. Dr. VanderPutten received a Bachelor of Sciences degree in Biology and Chemistry from the American University\nin Washington, DC in 1982, a PhD in Genetics from the George Washington University in 1993 and an MBA from the University of Maryland\nin 1996. He did his doctoral and post-doctoral training in molecular neuro-biology at the National Institutes of Health. Dr. Vanderputten\nwill begin his tenure as CSO by taking over Nutra Pharma’s clinical product development. RPI-78M, the Company’s therapy for\nMultiple Sclerosis, received Orphan Designation from the FDA for the treatment of Juvenile Multiple Sclerosis in September 2015. Dr.\nVanderputten will work with our researchers and regulators to move RPI-78M through the clinical process for an eventual approval or licensing.\n\n \n\n39\n\n \n\n \n\n**Section\n16(a) Compliance of Officers and Directors**\n\n \n\nAs\nof May 20, 2026, based on our review of Forms 3, 4, 5, and Schedule 13D furnished to us during the last fiscal year, all of our officers\nand directors filed the required reports.\n\n \n\n**Corporate\nGovernance**\n\n \n\n**a.\nCommittees**\n\n \n\n*(i)\nAudit Committee*\n\n \n\nOn\nNovember 5, 2004, our Board of Directors established an Audit Committee. An audit committee charter was approved by the Board on October\n14, 2012. Mr. Pottruck became the Chairman/Member of the Audit Committee as of July 29, 2009. Dr. Lonky also serves on the Audit Committee.\nDuring our 2025 Fiscal Year, our Audit Committee did not meet. With the resumption of the Company’s reporting, the audit committee\nmet prior to the filing of each of the 2025 quarterly reports to review such reports. The Audit Committee addresses any questions it\nhas to our Board members and officers, and our principal independent accountants.\n\n \n\n*(ii)\nCompensation Committee*\n\n \n\nOn\nNovember 5, 2004, our Board of Directors established a Compensation Committee. We do not have a Compensation Committee Charter. Dr. Lonky\nserves on our Compensation Committee and Mr. Pottruck became our Compensation Committee’s Chairman as of July 29, 2009. During\nour 2025 fiscal year, our Compensation Committee met two times. Our Compensation Committee reviews all salaries, expenses, stock plans,\nand other compensation paid to our officers, directors, consultants, and others. Our Compensation Committee has not adopted any specific\nprocesses or procedures for considering executive and director compensation.\n\n \n\n*(iii)\nNominating Committee*\n\n \n\nWe\ndo not have a Nominating Committee or similar committee performing similar functions nor a written Nominating Committee Charter. Our\nBoard of Directors as a whole decides such matters, including those that would be performed by a standing nominating committee. We have\nnot yet adopted a nominating committee because we have not sufficiently developed revenue-generating operations. We do not currently\nhave any specific or minimum criteria for the election of nominees to our Board of Directors nor do we have any process or procedure\nfor evaluating such nominees.\n\n \n\n**b.\nShareholder Communications**\n\n \n\nOur\nBoard of Directors does not have any defined policy or procedure requirements for our stockholders to send communications to our Board\nof Directors, including submission of recommendations for nominating directors. We have not yet adopted a process for our security holders\nto communicate with our Board of Directors because we have not sufficiently developed our operations and corporate governance structure.\nWe have a toll-free number at (877) 895-5647 available on our website for our shareholders to contact us as well as a dedicated email\naddress at investor.relations@nutrapharma.com.\n\n \n\n**c.\nBoard of Director Meetings**\n\n \n\nWe\nhad 3 Board of Directors meetings during our 2025 Fiscal Year. Our corporate actions that were subject to Board approval were accomplished\nby Board resolutions. We request that all of our Directors attend our Board of Director meetings; however, we have no formal policy regarding\ntheir attendance.\n\n \n\n**d.\nAnnual Shareholder Meetings**\n\n \n\nWe\nheld no annual shareholder meetings during 2025.\n\n \n\nWe\nrequest that all of our Directors attend our Annual Shareholder Meetings; however, we have no formal policy regarding their attendance.\n\n \n\n**e.\nCode of Ethics**\n\n \n\nWe\nhave a code of ethics that applies to all of our employees including its principal executive officer, principal financial officer and\nprincipal accounting officer. A copy of this code is available without charge on our website at www.nutrapharma.com. We intend to disclose\nany changes in or waivers from our code of ethics by posting such information on our website or by filing a Form 8-K.\n\n \n\n40"}