{"url_path":"/sec/cik-0001138724/10-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":"2026-08-11","source_url":"https://www.sec.gov/Archives/edgar/data/1138724/0001493152-26-037140-index.html","accession_number":"0001493152-26-037140","cik":"0001138724","ticker":null,"issuer_name":"Global Arena Holding, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1138724/0001493152-26-037140-index.html","primary_entity_key":"0001138724","primary_entity_name":"Global Arena Holding, Inc."},"word_count":2198,"has_tables":true,"body_markdown":"**ITEM\n10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.**\n\n \n\nBelow\nis certain information regarding our executive officers and directors:\n\n \n\n**Name**\n** **\n**Position**\n** **\n**Term(s)\nof Office**\n\nJohn\nMatthews\n \nChief\nExecutive Officer\n \nMarch\n20, 2014 to present\n\n \n \nChairman\nof the Board\n \nJanuary\n3, 2012\n\n \n \nChief\nFinancial Officer\n \nApril\n10, 2016 to present\n\nFacundo\nBacardi\n \nDirector\n \nNovember\n7, 2011 to present\n\nMartin\nDoane\n \nDirector\n \nNovember\n7, 2011 to present\n\n \n\n*Certain\nBiographical Information Regarding Executive Officers and Directors*\n\n \n\nJohn\nMatthews, age 63, has served as the Chief Executive Officer, Chief Financial Officer, and director of Global Arena Holding Inc. Mr. Matthews\nhas served as the Chairman of Global Election Services since 2015 and a Director of GAHI Acquisition Corp. since 2015 and as a Director\nin Tidewater Energy Group since 2019. In these positions, he has directed the investment into Blockchain Technologies Corp and has initiated\nthe upgraded elections software and hardware applications covering registration, election tabulation, and reporting. Mr. Matthews has\nbeen involved in United States politics since the 1980s, having worked on and for numerous State, Congressional and Presidential elections.\nMr. Matthews worked on Senator Daniel Patrick Moynihan’s campaign for the U.S. Senate in 1988 and concurrently served as Senator\nMoynihan’s Director of the Senator’s New York Office acting as the Senator’s senior Ombudsman and was responsible for\nall constituent services and legislative initiatives. Mr. Matthews served as an officer in various United States broker dealers from\n1992 to 2014. He received a BA from Long Island University in 1987.\n\n \n\nFacundo\nBacardi, age 78, is a current shareholder and member of the family that owns and controls Bacardi Ltd., a worldwide liquor manufacturer\nand distributor. From 1979 to 1991, he was in charge of Bacardi’s manufacturing and distribution division for Nassau, Brazil, Trinidad\nand Central America. Currently, Mr. Bacardi serves as a director of Suramericana de Inversiones, S.A., an investment company located\nin Panama, and has served in that capacity since 1990.\n\n \n\nMartin\nJ. Doane, age 56, is a director of Global Arena Holdings Corp. since November 7, 2011. He has been a founding partner and CEO of Ubequity\nCapital since 2006. He served as vice president and secretary of Northern Empire Energy Corporation from March 20, 2012, to September\n4, 2013. He was the chief executive officer of Adenyo Inc. from 2004 through 2009. He has served as the chief executive officer of MeeMee\nMedia Inc. since April 2013. He was the vice president and secretary of EnDev Holdings Inc. from July 2010 to April 2013. Mr. Doane is\na graduate of the University of Western Ontario and holds an LL.B. from Osgoode Hall Law School.\n\n \n\n*Board\nComposition*\n\n \n\nOur\nbusiness and affairs are managed under the direction of our Board of Directors. The number of directors is fixed by our Board of Directors,\nsubject to our articles of incorporation and our bylaws. Currently, our Board of Directors consists of three directors: Messrs. Matthews,\nBacardi and Doane.\n\n \n\n*Director\nIndependence*\n\n \n\nOur\nBoard of Directors has undertaken a review of the independence of each director. Based on information provided by each director concerning\nhis or her background, employment and affiliations, our Board of Directors has determined that (i) Messrs. Bacardi and Doane do not have\na material relationship with us that could compromise his ability to exercise independent judgment in carrying out his responsibilities\nand that each of these directors is “independent” as that term is defined under the listing standards of The Nasdaq Stock\nMarket, and (ii) Mr. Matthews is not an independent director. Accordingly, a majority of the Company’s Board of Directors is independent.\n\n \n\n58\n\n \n\n \n\n*Board\nLeadership Structure and Board’s Role in Risk Oversight*\n\n \n\nOur\nBoard of Directors has a Chairman, Mr. Matthews. The Chairman has authority, among other things, to preside over Board meetings and set\nthe agenda for Board meetings. Accordingly, the Chairman has substantial ability to shape the work of our Board of Directors. Mr. Matthews\nalso serves as our Chief Executive Officer and Chief Financial Officer. We believe that separation of the roles of Chairman and Chief\nExecutive Officer is not necessary at this time to ensure appropriate oversight by the Board of Directors of our business and affairs.\nHowever, no single leadership model is right for all companies and at all times. The Board of Directors recognizes that depending on\nthe circumstances, other leadership models, such as the appointment of a lead independent director, might be appropriate. Accordingly,\nthe Board of Directors may periodically review its leadership structure. In addition, the Board of Directors will hold executive sessions\nin which only independent directors are present.\n\n \n\nOur\nBoard of Directors is generally responsible for the oversight of corporate risk in its review and deliberations relating to our activities.\nOur principal source of risk falls into two categories, financial and product commercialization. The audit committee will oversee management\nof financial risks; our Board of Directors regularly reviews information regarding our cash position, liquidity and operations, as well\nas the risks associated with each. The Board of Directors regularly reviews plans, results and potential risks related to our product\ndevelopment and commercialization efforts. Our compensation committee is expected to oversee risk management as it relates to our compensation\nplans, policies and practices for all employees including executives and directors, particularly whether our compensation programs may\ncreate incentives for our employees to take excessive or inappropriate risks which could have a material adverse effect on us.\n\n \n\nCommittees\nof the Board of Directors\n\n \n\nWe\ndo not have standing audit, nominating or compensation committees, or committees performing similar functions. Our board of directors\nbelieves that it is not necessary to have standing audit, nominating or compensation committees at this time because the functions of\nsuch committees are adequately performed by our board of directors.\n\n \n\nDelinquent\nSection 16(a) Reports\n\n \n\nUnder\nSection 16(a) of the Exchange Act, an executive officer, director, or greater-than-10% shareholder of the Company must file initial reports\nof ownership and reports of changes in ownership of common stock and other equity securities of the Company. Executive officers, directors\nand greater-than-10% shareholders are required to furnish the Company with copies of all Section 16(a) reports they file. Our current\nexecutive officers and directors have not filed forms required to be filed under Section 16 of the Exchange Act. We are working with\nour executive officers and directors to file the past due forms.\n\n \n\n*Procedures\nfor Contacting the Board*\n\n \n\nThe\nBoard has established a process for stockholders and other interested parties to send written communications to the Board, the independent\ndirectors, a particular committee or to individual directors, as applicable. Such communications should be sent by U.S. mail addressed\nto:\n\n \n\nGlobal\nArena Holding, Inc. Board of Directors\n\nc/o\nGlobal Arena Holding, Inc.\n\nAttention:\nCorporate Secretary\n\n1159\n2nd Avenue, Ste. 454\n\nNew\nYork, NY 10065\n\n \n\nThe\nBoard has instructed the Corporate Secretary to promptly forward all communications so received to the full Board, the independent directors\nor the individual Board member(s) specifically addressed in the communication. Comments or questions regarding our accounting, internal\ncontrols or auditing matters, our compensation and benefit programs, or the nomination of directors and other corporate governance matters\nwill remain with the full Board.\n\n \n\n59\n\n \n\n \n\nDepending\non the subject matter, the Company’s Corporate Secretary will:\n\n \n\n \n●\nForward\nthe communication to the director or directors to whom it is addressed;\n\n \n●\nAttempt\nto handle the inquiry directly, for example, where it is a request for information about our Company or if it is a stock-related\nmatter; or\n\n \n●\nNot\nforward the communication if it is primarily commercial in nature or if it relates to a topic that is not relevant to the Board or\na particular committee or is otherwise improper.\n\n \n\n*Procedures\nfor Recommending, Nominating and Evaluating Director Candidates*\n\n \n\nRecommending\nDirector Candidates for Nomination by the Board\n\n \n\nThe\nBoard will consider director candidates recommended by stockholders. A stockholder who wishes to recommend a director candidate for nomination\nby the Board at an annual meeting of stockholders or for vacancies of the Board that arise between annual meetings must provide the Board\nwith sufficient written documentation to permit a determination by the Board whether such candidate meets the required and desired director\nselection criteria set forth in our bylaws. Such documentation and the name of the director candidate should be sent by U.S. mail to:\n\n \n\nGlobal\nArena Holding, Inc. Board of Directors\n\nc/o\nGlobal Arena Holding, Inc.\n\nAttention:\nCorporate Secretary\n\n1159\n2nd Avenue, Ste. 454\n\nNew\nYork, NY 10065\n\n \n\nNominating\nDirector Candidates\n\n \n\nFor\ndirector nominations to be properly brought before an annual meeting of stockholders by a stockholder, the stockholder must give timely\nnotice in proper written form to the Secretary, consistent with the Company’s bylaws.\n\n \n\nEvaluating\nDirector Candidates\n\n \n\nThe\nBoard has no formal guidelines or policy with regard to the consideration of any director candidates recommended by shareholders. The\nBoard will consider several factors when evaluating the appropriate characteristics of candidates for service as a director. The Board\ninitially evaluates a prospective nominee based on his or her resume and other background information that has been provided to the Board.\nAt a minimum, director candidates must demonstrate high standards of ethics, integrity, independence, sound judgment, strength of character,\nand meaningful experience and skills in business or other appropriate endeavors. In addition to these minimum qualifications, the Board\nconsiders other factors it deems appropriate based on the current needs and desires of the Board, including specific business and professional\nexperience that is relevant to the Board’s needs, including, but not limited to, Board diversity. A member of the Board will contact,\nfor further review, those candidates who the Board believes are qualified, who may fulfill a specific Board need and who would otherwise\nbest make a contribution to the Board. The Board is responsible for conducting, with the assistance of the Corporate Secretary, and subject\nto applicable law, any inquiries into the background and qualifications of the candidate. Based on the information the Board learns during\nthis process, it determines which nominee(s) to submit for election. The Board uses a comparable process for evaluating all director\ncandidates, regardless of the source of the recommendation.\n\n \n\nThe\nBoard may use, as it deems appropriate or necessary, an outside consultant to identify and screen potential director candidates. No outside\nconsultants were used during the fiscal year ended December 31, 2025 to identify or screen potential director candidates. The Board will\nreassess the qualifications of a current director, including the director’s attendance and contributions at Board and committee\nmeetings, prior to recommending a director for reelection.\n\n \n\n60\n\n \n\n \n\nCode\nof Ethics\n\n \n\nWe\nhave adopted a code of ethics meeting the requirements of Section 406 of the Sarbanes-Oxley Act of 2002. Our code of ethics applies to\nour principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar\nfunctions. We believe that our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct, provide\nfull, fair, accurate, timely and understandable disclosure in public reports, comply with applicable laws, ensure prompt internal reporting\nof violations, and provide accountability for adherence to the provisions of the code of ethics. We intend to disclose any amendments\nto our code of ethics, or waivers of its requirements, on our website or in filings under the Exchange Act to the extent required by\napplicable rules and/or exchange requirements.\n\n \n\nIndemnification\n\n \n\nThe\nCompany shall indemnify to the fullest extent permitted by, and in the manner permissible under the laws of the State of Delaware, any\nperson made, or threatened to be made, a party to an action or proceeding, whether criminal, civil, administrative or investigative,\nby reason of the fact that he is or was a director or officer of the Company, or served any other enterprise as director, officer or\nemployee at the request of the Company.\n\n \n\nThe\nboard of directors, in its discretion, shall have the power on behalf of the Company to indemnify any person, other than a director or\nofficer, made a party to any action, suit or proceeding by reason of the fact that he/she is or was an employee of the Company.\n\n \n\nInsofar\nas indemnification for liabilities arising under the Act may be permitted to directors, officers and controlling persons of the Company,\nthe Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy\nas expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other\nthan the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful\ndefense of any action, suit or proceedings) is asserted by such director, officer, or controlling person in connection with any securities\nbeing registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit\nto a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act\nand will be governed by the final adjudication of such issues.\n\n \n\nINDEMNIFICATION\nOF OFFICERS OR PERSONS CONTROLLING THE COMPANY FOR LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933, IS HELD TO BE AGAINST PUBLIC\nPOLICY BY THE SECURITIES AND EXCHANGE COMMISSION AND IS THEREFORE UNENFORCEABLE.\n\n \n\n61"}