{"url_path":"/sec/ehvvf/10-k/2026/item-6","section_key":"item-6","section_title":"Item 6 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES A. Directors and Senior Management**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1653606/0001493152-26-023957-index.html","accession_number":"0001493152-26-023957","cik":"0001653606","ticker":"EHVVF","issuer_name":"Ehave, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1653606/0001493152-26-023957-index.html","primary_entity_key":"0001653606","primary_entity_name":"Ehave, Inc."},"word_count":1845,"has_tables":true,"body_markdown":"**ITEM\n6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES A. Directors and Senior Management**\n\nThe\nfollowing table sets forth the names, ages and positions of our current board members and current executive officers:\n\n**Name**\n\n**Age**\n\n**Position\nwith the Company**\n\n**Director\nof the Company Since**\n\nBen\nKaplan\n\n54\n\nPresident,\nChief Executive Officer, and Chief Financial Officer\n\nJune\n24, 2019\n\nBinyomin\nPosen\n\n31\n\nChairman\nof the Board, Director\n\nAugust\n21, 2018\n\nZeke\nKaplan\n\n38\n\nDirector\n\nAugust\n21, 2018\n\nThe\nbusiness address of our officers and directors is c/o Ehave, Inc., 100 SE 2nd St., Suite 2000, Miami, FL 33131.\n\nOur\ndirectors are elected for a term of one year and serve until such director’s successor is duly elected and qualified. Our executive\nofficer serves at the pleasure of the Board of Directors. None of our directors have any family relationships with any of our other directors\nor executive officer.\n\nCertain\nof our directors are associated with other companies, which may give rise to conflicts of interest. In accordance with the Business Corporations\nAct (Ontario), directors who have a material interest in any person who is a party to a material contract or a proposed material contract\nwith us are required, subject to certain exceptions, to disclose that interest and abstain from voting on any resolution to approve that\ncontract. In addition, the directors are required to act honestly and in good faith with a view to the best interests of Ehave Inc.\n\nWe\nare not aware of any arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to which any person\nreferred to above was selected as a director or officer.\n\n**Biographies**\n\n**Benjamin\nKaplan,**CEO\n\nMr.\nKaplan has served as the CEO of Ehave since June 2019 and on the board since 2019. Ben has been an entrepreneur working for over 20 years\nin the financial sector, beginning in New York City. He is an investor in many companies both public and private, with a focus on international\ngrowth and potential for a global presence. In 2014, Ben was a Founding member of Kaya Jamaica Inc. the largest cannabis company in the\nCaribbean (GROWKAYA.com). Ben sits on the Board of Kaya. In 2014, Ben invested in Surna (OTCQB: SRNA), a global HVAC company that provides\nengineering and build outs high technology facilities. In 2015 Ben made an investment in Kalytera (TSX: KALY), a botanical-based Pharma\ncompany out of Israel carrying on research towards curing various illnesses and with Phase 2 trials for a cure for GVHD (graft versus\nhost disease). In 2018 Ben, with a group of investors, acquired a 30,000 strong sales force in over 20 countries as part of the acquisition\nof Stemtech.com out of bankruptcy. Ben sits on the board of Stemtech.\n\n30\n\n**Binyomin\nPosen,**Chairman of the Board, Director\n\nMr.\nPosen is a Senior Analyst at Plaza Capital Limited, where he focuses on corporate finance, capital markets and helping companies to go\npublic. After three and a half years of studies overseas, he returned to complete his baccalaureate degree in Toronto. Upon graduating\n(on the Dean’s List) he began his career as an analyst at a Toronto boutique investment bank where his role consisted of raising\nfunds for IPOs and RTOs, business development for portfolio companies and client relations. He is currently director and senior officer\nat Agau Resources Inc. and director of Senternet Phi Gamma Inc. and director and senior officer at Jiminex Inc. Currently, Mr. Posen\nis Director, Chief Executive & Financial Officer of Prominex Resource Corp., Director, Chief Executive & Financial Officer at\nJiminex, Inc., Director, Chief Executive & Financial Officer at Shane Resources Ltd., Director, Chief Executive & Financial Officer\nfor Sniper Resources Ltd., President, CEO, CFO, Secretary & Director at Agau Resources, Inc., Chief Executive Officer, CFO &\nDirector at Academy Explorations Ltd., Director, Chief Executive & Financial Officer of Hinterland Metals, Inc. and President at\n2778533 Ontario, Inc.\n\n**Zeke\nKaplan,**Director\n\nMr.\nKaplan is a entrepreneur based out of Toronto Canada. Focused primarily in the construction and real estate industries, Zeke leads a\nfull service construction company, ZZ Contracting, and was awarded Design Lines Top 3 Projects of 2019. His work has been featured in\nDwell, Azure, Toronto Life, the Globe and Mail, Architonic, and his YouTube feature has over 1M views. He has also built a sizeable real\nestate portfolio focused on income generating properties. In addition to sitting on the Board of Ehave, Zeke has been very active in\nthe startup space primarily in the e-commerce, construction, cannabis, and psychedelic industries, respectively. Zeke graduated from\nMcGill University with a First Class Honors B.A. and was the associate editor of Cannons during his time there.\n\n**B.\nCompensation**\n\n**Directors**\n\nIn\nthe year ended December 31, 2025, each director who was not an officer was entitled to the following compensation:\n\nCommittee\nCompensation: For serving on the audit committee of the board those committee members will receive $5,000 in cash yearly, paid quarterly\n\nBen\nKaplan director compensation of the year ended December 31, 2025 is $90,000.\n\n31\n\n**Officers**\n\n**Summary\nCompensation Table**\n\nThe\nfollowing table sets forth information concerning the total compensation paid to our officers in 2025, 2024 and 2023.\n\n** **\n**Share-**\n** **\n** **\n**Option-**\n** **\n\n** **\n**based**\n** **\n** **\n**based**\n** **\n\n** **\n**All\nother**\n** **\n** **\n**Total**\n** **\n\n**Name\nand principal**\n\n** **\n**Salary**\n** **\n** **\n**awards**\n** **\n** **\n**awards**\n** **\n** **\n**Bonus**\n** **\n** **\n**compensation**\n** **\n** **\n**compensation**\n** **\n\n**position**\n** **\n**Year**\n** **\n**$**\n** **\n** **\n**$**\n** **\n** **\n**$(1)**\n** **\n** **\n**$**\n** **\n** **\n**$**\n** **\n** **\n**$**\n** **\n\nBenjamin\nKaplan, CEO and CFO\n\n2025\n\n288,000\n\n-\n\n** **\n** **\n**-**\n** **\n\n** **\n** **\n**-**\n** **\n\n288,000\n\n2024\n\n288,000\n\n-\n\n** **\n** **\n**-**\n** **\n\n** **\n** **\n**-**\n** **\n\n288,000\n\n2023\n\n288,000\n\n18,522\n\n-\n\n-\n\n306,522\n\nJay\nCardwell, CFO\n\n2025\n\n-\n\n-\n\n-\n\n** **\n** **\n**-**\n** **\n\n-\n\n** **\n** **\n**-**\n** **\n\n2024\n\n-\n\n-\n\n-\n\n-\n\n-\n\n-\n\n2023\n\n18,000\n\n-\n\n-\n\n-\n\n-\n\n18,000\n\n*Narrative\nDiscussion*\n\nBenjamin\nKaplan\n\nThe\nCompany and Mr. Kaplan entered into a CEO Consulting Agreement for a period of 36 months and sets Mr. Kaplan’s cash compensation\nat $24,000 per month, grants Mr. Kaplan up to an additional 5% of equity upon a “significant transaction” as defined in the\nAgreement and payments upon reaching certain milestones. This summary is limited by and is subject to the terms of the Agreement that\nis attached hereto as an Exhibit.\n\n**C.\nBoard Practices**\n\nOur\ndirectors are elected by the shareholders at each Annual General Meeting (or Annual Special Meeting) and typically hold office until\nthe next meeting, at which time they may be re-elected or replaced. Casual vacancies on the board are filled by the remaining directors\nand the persons filling those vacancies hold office until the next Annual General Meeting (or Annual Special Meeting), at which time\nthey may be re-elected or replaced. Our officers are appointed by the Board of Directors and hold office indefinitely at the pleasure\nof the Board of Directors.\n\n32\n\n**Directors’\nContracts**\n\nWe\nreceive a director’s consent from each of the independent directors upon their acceptance of their director’s position.\n\nWe\ndo not have any contracts with any of its directors which provide for benefits upon the termination of employment.\n\n**Compensation\nCommittee**\n\nOur\ncompensation committee consists of two outside, independent directors under Canadian law: Zeke Kaplan and Mr. Posen. Zeke Kaplan serves\nas chairman of the compensation committee. The members of the compensation committee have not been officers of the company. Our compensation\ncommittee is responsible for making recommendations to the board of directors regarding compensation terms for our officers and directors\nand for determining salaries and incentive compensation for our executive officers and incentive compensation for our other employees\nand consultants.\n\n**Audit\nCommittee**\n\nOur\naudit committee consists of Mr. Posen and Mr. Kaplan. Mr. Posen serves as chairman of the audit committee. The audit committee’s\nfunction is to ensure that the Company’s management has designed and implemented an effective system of internal financial controls,\nassesses the integrity of the financial statements and related financial disclosure of the Company, and reviews the Company’s compliance\nwith regulatory and statutory requirements as they relate to financial statements, taxation matters and disclosure of financial information.\nThe audit committee also reports to the board of directors with respect to such matters and recommends the selection of independent auditors.\nAdditionally, the committee monitors and reports on the independence and performance of the Company’s independent auditors.\n\n**D.\nEmployees**\n\nOur\nCEO, Benjamin Kaplan, has been our only full-time employee since he became CEO in 2019.\n\n**E.\nShare Ownership**\n\nThe\nfollowing table sets forth certain information as of December 31, 2025, regarding the beneficial ownership of our common shares by each\nof our directors and all of our executive officers and directors as a group.\n\n**Number\nof**\n\n**common\nshares**\n\n**beneficially**\n\n**owned\n(1)**\n\n**%\nof**\n\n**Outstanding**\n\n**common**\n\n**shares\n(2)**\n\n**Directors\nand Executive Officers**\n\nBen\nKaplan (3)\n\n1,017,705,121\n\n68.7\n%\n\nBinyomin\nPosen\n\n387,597\n\n<1\n%\n\nZeke\nKaplan\n\n387,597\n\n<1\n%\n\nAll\nofficers and directors as a group (3 persons):\n\n1,018,480,315\n\n68.7\n%\n\n**Notes:**\n\n(1)\nBeneficial\nownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to\nsecurities. Ordinary shares relating to options currently exercisable or exercisable within 60 days of the date of this table are\ndeemed outstanding for computing the percentage of the person holding such securities but are not deemed outstanding for computing\nthe percentage of any other person. Except as indicated by footnote, and subject to community property laws where applicable, the\npersons named in the table above have sole voting and investment power with respect to all shares shown as beneficially owned by\nthem.\n\n(2)\nBased\non 1,482,014,555 shares issued and outstanding as at December 31, 2025.\n\n(3)\nBen\nKaplan was appointed CEO on June 24, 2019. He is entitled to a 5% equity interest in the Company as a signing bonus that was not\npreviously issued and was subsequently changed to be a warrant that was exercised for 14,136,587 shares on April 16, 2022. He was\nissued 3,447,844 shares for his service on the Board of Directors as of April 8, 2022. He is also entitled to 5% equity interest\non a diluted bases in relation to a significant transaction clause in his consulting agreement.\n\n33\n\nThe\nfollowing table sets forth the amount and terms of options to acquire common shares of our Company we have granted to our directors,\nsenior management and key employees:\n\n**Option\nPlan**\n\nOur\nEquity Incentive Plan, as amended (“Equity Plan”) sets the maximum number of common shares which may be issued pursuant to\nthe Equity Plan at the lesser of 10,000,000 or 10% of the number of issued and outstanding common shares of the Company.\n\nThe\nEquity Plan authorizes the board of directors of the Company or a committee of the board of directors to issue options to directors,\nofficers, employees and consultants of the Company.\n\nThe\npurpose of the SOP is to provide consultants, officers, directors and employees with a proprietary interest in the Company in order to:\n(i) increase the interest in the Company’s welfare of those individuals who share primary responsibility for the management, growth\nand protection of the business of the Company; (ii) furnish an incentive to such individuals to continue providing their services to\nthe Company and its subsidiaries; and (iii) provide a means through which the Company and its subsidiaries may attract qualified persons\nto engage as consultants, officers, directors and employees."}