{"url_path":"/sec/essi/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":"2026-06-09","source_url":"https://www.sec.gov/Archives/edgar/data/1490873/0001477932-26-003725-index.html","accession_number":"0001477932-26-003725","cik":"0001490873","ticker":"ESSI","issuer_name":"ECO SCIENCE SOLUTIONS, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1490873/0001477932-26-003725-index.html","primary_entity_key":"0001490873","primary_entity_name":"ECO SCIENCE SOLUTIONS, INC."},"word_count":1503,"has_tables":true,"body_markdown":"**ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE**\n\n \n\nThe following table sets forth information regarding the directors and executive officers of the Company as of January 31, 2026:\n\n \n\n**Name**\n\n \n\n**Position(s) Held**\n\n \n\n**Age**\n\n \n\n**Date First Elected or Appointed**\n\nA. Carl Mudd\n\n \n\nOmbudsman, Director, Chairman of the Board and Audit Committee Member\n\n \n\n82\n\n \n\nDecember 23, 2020\n\nMichael D. Rountree\n\n \n\nChief Executive Officer, Chief Financial Officer, Chief Operating Officer, President, Secretary and Treasurer\n\n \n\n56\n\n \n\nJune 21, 2017 as COO; December 8, 2020 as Treasurer; January 31, 2021 as CEO and CFO; January 17, 2023 as President; April 2, 2025 as Secretary\n\nS. Randall Oveson\n\n \n\nDirector\n\n \n\n64\n\n \n\nJune 21, 2017\n\n \n\nOn April 2, 2025, Mr. Oveson resigned as Secretary of the Company and Mr. Rountree was appointed Secretary. Concurrently, the Board of Directors approved the dissolution of Ga-Du Corporation, and on April 3, 2025, a Certificate of Dissolution/Withdrawal was filed with the State of Nevada.\n\n \n\n**A. Carl Mudd**\n\n \n\nMr. Mudd has extensive executive management, financial, operational, and corporate governance experience. He has spent over 18 years consulting with and mentoring chief executive officers and boards of directors regarding corporate governance, strategy, operational processes, restructuring, and international operations.\n\n \n\nMr. Mudd previously served in senior executive roles, including chief financial officer, chief operating officer, and president, for various multinational companies. He has also served on boards of directors and audit committees of U.S. public companies, including NASDAQ- and AMEX-listed companies, and has advised privately held businesses regarding governance, operations, restructuring, and strategic development.\n\n \n\nMr. Mudd is a retired Certified Public Accountant and holds a business degree from St. Edward’s University in Austin, Texas, as well as a Certification of Director Education from the National Association of Corporate Directors.\n\n \n\nMr. Mudd was appointed Chairman of the Board and Ombudsman of the Company on December 23, 2020 pursuant to governance reforms associated with the settlement of shareholder derivative litigation involving the Company.\n\n \n\n**S. Randall Oveson**\n\n \n\nMr. Oveson has extensive experience in accounting, finance, operational management, financial processing, technology systems, and corporate operations involving both public and private companies.\n\n \n\nMr. Oveson began his career as a financial analyst with Suite Thinking, Inc., a hospitality consulting firm based in Newport Beach, California. Following completion of his MBA at Pepperdine University, Mr. Oveson served in executive management roles, including chief executive officer, chief operating officer, chief financial officer, and chief information officer, involving businesses operating in hospitality, aerospace, manufacturing, telecommunications, financial services, healthcare technology, and payment processing industries.\n\n \n\nMr. Oveson has participated in numerous financial audits, operational reviews, PCI compliance reviews, and financial systems implementation projects. He has also been involved in financial processing and operational projects involving the United States, Europe, and Canada.\n\n \n\nMr. Oveson served as General Manager and Director of Finance for Grenada Citizenship Development Ltd. from 2016 to 2019 and previously served as a consultant and director for NOW CFO through January 2025.\n\n \n\n \n\n21\n\n*Table of Contents*\n\n \n\n**Michael D. Rountree**\n\n \n\nMr. Rountree is the founder and sole member of Rountree Consulting, which he established in 1997. Mr. Rountree is a Certified Public Accountant and business advisor with experience involving financial management, tax, accounting, operational consulting, strategic planning, and business development.\n\n \n\nPrior to forming Rountree Consulting, Mr. Rountree worked with Deloitte & Touche and Price Waterhouse on accounting and tax engagements involving large corporate clients. Mr. Rountree also previously worked for the California Franchise Tax Board, including within audit and forensic audit functions.\n\n \n\nMr. Rountree has served the Company in various executive and operational roles since June 21, 2017 and currently serves as Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and Chief Operating Officer.\n\n \n\n**Board Structure and Corporate Governance**\n\n \n\nThe Company’s Board of Directors currently consists of two directors: A. Carl Mudd and S. Randall Oveson.\n\n \n\nThe Company does not currently maintain separate standing compensation or nominating committees. The Board of Directors performs the functions typically associated with compensation and nominating committees due to the Company’s size, limited personnel, and current operational scale.\n\n \n\n**Audit Committee Related Matters**\n\n \n\nMr. Mudd currently serves as the sole member performing audit committee functions. The Company has not adopted a formal audit committee charter due to the Company’s size and limited resources.\n\n \n\nThe Board of Directors oversees the Company’s financial reporting process, internal controls, audit functions, and engagement of the Company’s independent registered public accounting firm. The Board reviews the Company’s financial statements, accounting matters, audit scope, internal controls, and related financial reporting matters with management and the Company’s independent auditors.\n\n \n\nThe Company intends to continue evaluating its governance structure and committee composition as operations and resources expand.\n\n \n\nThe Board of Directors has determined that Mr. Mudd qualifies as an “audit committee financial expert” within the meaning of SEC rules.\n\n \n\n**Compensation Committee Related Matters**\n\n \n\nThe Company does not currently maintain a separate standing compensation committee. The Board of Directors currently performs compensation committee functions, including review and approval of executive compensation arrangements and related compensation matters.\n\n \n\n**Nominating Committee Related Matters**\n\n \n\nThe Company does not currently maintain a separate standing nominating committee and has not adopted formal procedures by which security holders may recommend nominees for election to the Board of Directors.\n\n \n\n**Director Independence**\n\n \n\nAlthough the Company’s common stock is not listed on a national securities exchange, the Board of Directors has determined, in accordance with the independence standards set forth in Nasdaq Listing Rule 5605(a)(2), that both A. Carl Mudd and S. Randall Oveson qualify as independent directors. Neither Mr. Mudd nor Mr. Oveson is an executive officer or employee of the Company, and neither maintains relationships that, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment in carrying out his responsibilities as a director.\n\n \n\nIn making the foregoing determination with respect to Mr. Mudd, the Board of Directors considered the $10,000 per month advisory fee payable to Mr. Mudd pursuant to his Board Advisory Agreement, the settlement of approximately $610,000 of accrued advisory fees on January 31, 2026 through the issuance of restricted common stock (see Item 11 and Item 13), and the scope of Mr. Mudd's Ombudsman duties, which include governance monitoring, compliance-related initiatives, and coordination between management and the Board. Pursuant to Nasdaq Listing Rule 5605(a)(2)(B), compensation received by a director for board or board committee service is excluded from the bright-line compensation test set forth in that rule. The Board of Directors has determined that Mr. Mudd’s Board Advisory Agreement and Ombudsman role constitute board and board-committee service for purposes of Rule 5605(a)(2)(B), and that Mr. Mudd’s compensation, viewed in light of the Company’s overall circumstances, does not interfere with the exercise of his independent judgment in carrying out his responsibilities as a director.\n\n \n\n \n\n22\n\n*Table of Contents*\n\n \n\n**Section 16(a) Beneficial Ownership Reporting Compliance**\n\n \n\nSection 16(a) of the Securities Exchange Act of 1934 requires the Company’s directors, executive officers, and persons who beneficially own more than 10% of the Company’s common stock to file reports of ownership and changes in ownership with the Securities and Exchange Commission.\n\n \n\nBased solely upon a review of copies of such reports furnished to the Company and written representations from reporting persons, the Company believes that during the fiscal year ended January 31, 2026, Michael D. Rountree, A. Carl Mudd, and S. Randall Oveson each failed to timely file certain required Section 16(a) reports relating to equity issuances completed on January 31, 2026 in connection with the Company's debt settlement transactions. The Company believes that six reports (a late Form 3 and a late Form 4 for each of Messrs. Rountree, Mudd and Oveson) covering an aggregate of three transactions were not filed on a timely basis during the fiscal year ended January 31, 2026.\n\n \n\n**Code of Ethics**\n\n \n\nOn May 22, 2026, the Board of Directors adopted a Code of Business Conduct and Ethics applicable to all directors, officers, and employees of the Company, including the Company's Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, principal accounting officer or controller, and persons performing similar functions, in satisfaction of the requirements of Section 406 of the Sarbanes-Oxley Act of 2002 and Item 406 of Regulation S-K. A copy of the Code of Business Conduct and Ethics is filed as Exhibit 14.1 to this Annual Report on Form 10-K. The Company intends to disclose any amendment to, or waiver from, the Code with respect to any director or executive officer to the extent required by applicable rules and regulations of the Securities and Exchange Commission.\n\n \n\n**Insider Trading Policy**\n\n \n\nAs required by Item 408(b) of Regulation S-K, the Company hereby discloses that the Company has adopted an Insider Trading Policy governing the purchase, sale, and other dispositions of the Company’s securities by its directors, officers, employees, and certain other covered persons. The Board of Directors has determined that the Insider Trading Policy is reasonably designed to promote compliance with applicable insider trading laws, rules, and regulations and any applicable listing standards. A copy of the Insider Trading Policy is filed as Exhibit 19 to this Annual Report on Form 10-K and is incorporated herein by reference.\n\n \n\n \n\n23\n\n*Table of Contents*"}