{"url_path":"/sec/fatn/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":"2026-05-18","source_url":"https://www.sec.gov/Archives/edgar/data/1993400/0001493152-26-024184-index.html","accession_number":"0001493152-26-024184","cik":"0001993400","ticker":"FATN","issuer_name":"Fatpipe Inc/UT","edgar_url":"https://www.sec.gov/Archives/edgar/data/1993400/0001493152-26-024184-index.html","primary_entity_key":"0001993400","primary_entity_name":"Fatpipe Inc/UT"},"word_count":1602,"has_tables":true,"body_markdown":"**ITEM\n10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE**\n\n** **\n\n**Directors\nand Executive Officers**\n\n \n\nThe\nfollowing table sets forth information about our directors and executive officers as of the date of this Annual Report:\n\n \n\n**Name**\n \n**Age**\n \n**Position(s)**\n\nRagula\nBhaskar, Ph.D.\n \n66\n \nChief\nExecutive Officer and Chairman of the Board\n\nSanchaita\nDatta\n \n62\n \nPresident,\nChief Technology Officer and Director\n\nEric\nSherb\n \n39\n \nChief\nFinancial Officer and Principal Accounting Officer\n\nI.\nBobby Majumder\n \n58\n \nDirector\n(Independent)\n\nAjay\nTandon\n \n67\n \nDirector\n(Independent)\n\nJean\nTurgeon\n \n62\n \nDirector\n(Independent)\n\n \n\n**Biographical\nInformation**\n\n** **\n\n**Executive\nOfficers**\n\n** **\n\n**Ragula\nBhaskar, Ph.D. — Chief Executive Officer and Chairman of the Board**\n\n \n\nDr.\nBhaskar co-founded FatPipe in 2002 and has served as our Chief Executive Officer and Chairman of the Board since our inception. Dr. Bhaskar\nholds a Ph.D. in Engineering from The Pennsylvania State University, an M.S. in Engineering from The Pennsylvania State University, and\na Bachelor of Engineering from Bangalore University. Dr. Bhaskar is an inventor on multiple patents covering networking, routing and\nsecurity technologies that form the foundation of FatPipe’s product portfolio. The Board has determined that Dr. Bhaskar’s\nextensive industry experience, technical leadership, and intimate knowledge of FatPipe and its operations qualify him to serve as Chief\nExecutive Officer and Chairman of the Board.\n\n \n\n**Sanchaita\nDatta — President, Chief Technology Officer and Director**\n\n \n\nMs.\nDatta co-founded FatPipe in 2002 and has served as our President and Chief Technology Officer since our inception, and as a director\nsince FatPipe became a publicly traded company in connection with our initial public offering in April 2025. Ms. Datta holds an M.B.A.\nfrom the University of Utah, an M.S. in Computer Science from The Pennsylvania State University, and a Bachelor of Engineering from Bangalore\nUniversity. Ms. Datta is an inventor on multiple patents covering FatPipe’s networking and security technologies. The Board has\ndetermined that Ms. Datta’s extensive industry experience, technical leadership, and intimate knowledge of FatPipe and its operations\nqualify her to serve as a director.\n\n \n\n**Eric\nSherb — Chief Financial Officer and Principal Accounting Officer**\n\n \n\nMr.\nSherb has served as our Chief Financial Officer and Principal Accounting Officer since April 24, 2025. Mr. Sherb is a Certified Public\nAccountant licensed in the State of New York and serves as the principal of EMS Consulting Services, LLC, an external accounting consulting\nfirm. Mr. Sherb holds a Bachelor of Science in Accounting from the University of Maryland and brings significant experience advising\npublic companies on SEC reporting, technical accounting matters, audit response, and finance organization development. Prior to providing\nfinancial leadership services to FatPipe, Mr. Sherb served in finance leadership roles at multiple public and emerging growth companies.\n\n** **\n\n52\n\n \n\n** **\n\n**Independent\nDirectors**\n\n** **\n\n**I.\nBobby Majumder — Director (Independent)**\n\n \n\nMr.\nMajumder has served as a director of the Company since FatPipe became a publicly traded company in connection with our initial public\noffering in April 2025. Mr. Majumder is an attorney with extensive experience in capital markets transactions, mergers and acquisitions,\nand corporate finance, and has served as a partner at multiple national law firms. Mr. Majumder is also an active board member with experience\nadvising publicly traded companies on governance, capital markets, and related strategic matters. The Board has determined that Mr. Majumder’s\nextensive legal, transactional, and capital markets experience qualify him to serve as an independent director.\n\n \n\n**Ajay\nTandon — Director (Independent)**\n\n \n\nMr.\nTandon has served as a director of the Company since FatPipe became a publicly traded company in connection with our initial public offering\nin April 2025. Mr. Tandon brings extensive experience in technology, manufacturing and sales, including senior\nleadership and advisory roles with multiple companies. The Board has determined that Mr. Tandon’s\nextensive industry experience and technical expertise qualify him to serve as an independent director.\n\n \n\n**Jean\nTurgeon — Director (Independent)**\n\n \n\nMr.\nTurgeon has served as a director of the Company since FatPipe became a publicly traded company in connection with our initial public\noffering in April 2025. Mr. Turgeon has extensive experience in enterprise networking, software-defined networking, and cybersecurity,\nhaving held senior technical and product leadership positions at major networking and technology companies. The Board has determined\nthat Mr. Turgeon’s extensive industry experience and technical expertise qualify him to serve as an independent director.\n\n** **\n\n**Family\nRelationships**\n\n \n\nDr.\nRagula Bhaskar and Ms. Sanchaita Datta are married. Dr. Bhaskar serves as the Company’s Chief Executive Officer and Chairman of\nthe Board, and Ms. Datta serves as the Company’s President, Chief Technology Officer, and a director. There are no other family\nrelationships among the Company’s directors or executive officers.\n\n** **\n\n**Director\nIndependence**\n\n \n\nOur\ncommon stock is listed on The Nasdaq Capital Market. Under the listing standards of The Nasdaq Stock Market LLC (the “Nasdaq Listing\nStandards”), independent directors must comprise a majority of a listed company’s board of directors. In addition, the Nasdaq\nListing Standards require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating\nand corporate governance committees be independent.\n\n \n\nOur\nBoard of Directors has reviewed the independence of each of our directors and has determined that Mr. Majumder, Mr. Tandon, and Mr. Turgeon\neach qualify as “independent” directors under the Nasdaq Listing Standards and the applicable rules and regulations of the\nSEC. Dr. Bhaskar and Ms. Datta do not qualify as independent directors due to their roles as executive officers of the Company.\n\n \n\n**Board\nCommittees**\n\n \n\nOur\nBoard of Directors has three standing committees: the Audit and Finance Committee, the Compensation Committee, and the Nominating and\nCorporate Governance Committee. Each of these committees operates under a written charter that has been approved by our Board of Directors.\n\n** **\n\n**Audit\nand Finance Committee**\n\n \n\nThe\nAudit and Finance Committee consists of Mr. Majumder, Mr. Tandon, and Mr. Turgeon, with Mr. Majumder serving as Chair. Our Board of\nDirectors has determined that each of the members of our Audit and Finance Committee satisfies the requirements for independence and\nfinancial literacy under the Nasdaq Listing Standards and SEC rules. Our Board of Directors has further determined that Mr. Majumder\nis an “audit committee financial expert” as defined under the SEC rules.\n\n \n\n53\n\n \n\n \n\nThe\nAudit and Finance Committee is responsible for, among other things: (i) selecting and overseeing our independent registered public accounting\nfirm; (ii) reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly consolidated\nfinancial statements; (iii) overseeing our internal control over financial reporting; (iv) reviewing the Company’s policies and\nprocesses with respect to risk management, including cybersecurity; (v) reviewing related party transactions; and (vi) approving any\nnon-audit services performed by our independent registered public accounting firm.\n\n** **\n\n**Compensation\nCommittee**\n\n \n\nThe\nCompensation Committee consists of Mr. Majumder, Mr. Tandon, and Mr. Turgeon, with **[Confirm]** serving as Chair. Each of the members\nof the Compensation Committee satisfies the requirements for independence under the Nasdaq Listing Standards. The Compensation Committee\nis responsible for, among other things: (i) reviewing and approving the compensation of our executive officers; (ii) administering our\nequity-based compensation plans; (iii) reviewing director compensation; and (iv) reviewing our overall compensation philosophy and programs.\n\n** **\n\n**Nominating\nand Corporate Governance Committee**\n\n \n\nThe\nNominating and Corporate Governance Committee consists of Mr. Majumder, Mr. Tandon, and Mr. Turgeon, with Mr. Turgeon serving as\nChair. Each of the members of the Nominating and Corporate Governance Committee satisfies the requirements for independence under\nthe Nasdaq Listing Standards. The Nominating and Corporate Governance Committee is responsible for, among other things: (i)\nidentifying and recommending candidates for membership on our Board of Directors; (ii) reviewing and recommending corporate\ngovernance guidelines; (iii) overseeing the evaluation of our Board of Directors and management; and (iv) reviewing related party\ntransactions for which the Audit and Finance Committee does not have primary responsibility.\n\n** **\n\n**Code\nof Business Conduct and Ethics**\n\n \n\nOur\nBoard of Directors has adopted a Code of Business Conduct and Ethics that applies to all of our directors, officers, and employees, including\nour Chief Executive Officer, Chief Financial Officer, and other senior financial officers. The Code of Business Conduct and Ethics is\navailable on the Investor Relations section of our website at www.fatpipe.com. We will disclose on our website any amendment to, or waiver\nfrom, a provision of our Code of Business Conduct and Ethics applicable to our directors and executive officers to the extent required\nby applicable laws or regulations.\n\n** **\n\n**Insider\nTrading Policy**\n\n \n\nWe\nhave adopted an Insider Trading Policy governing the purchase, sale, and other dispositions of our securities by our directors, officers,\nemployees, and certain other related persons. We believe that our Insider Trading Policy is reasonably designed to promote compliance\nwith insider trading laws, rules, and regulations, and the listing standards of The Nasdaq Stock Market LLC. A copy of our Insider Trading\nPolicy is filed as Exhibit 19.1 to this Annual Report.\n\n** **\n\n**Compensation\nRecovery Policy**\n\n \n\nIn\naccordance with the requirements of Section 10D of the Exchange Act, Rule 10D-1 thereunder, and the related Nasdaq Listing Standards,\nour Board of Directors has adopted a Policy for the Recovery of Erroneously Awarded Compensation (the “Clawback Policy”).\nThe Clawback Policy provides for the mandatory recovery, in the event of certain accounting restatements, of erroneously awarded incentive-based\ncompensation received by our current and former executive officers. A copy of our Clawback Policy is filed as Exhibit 97.1 to this Annual\nReport.\n\n** **\n\n**Delinquent\nSection 16(a) Reports**\n\n** **\n\nSection\n16(a) of the Exchange Act requires our directors, executive officers, and beneficial owners of more than 10% of our common stock to file\nreports of beneficial ownership and changes in beneficial ownership of our common stock with the SEC. Based solely on a review of the\ncopies of such reports furnished to us, We believe that all such reports were filed on a timely basis during the fiscal year ended\nMarch 31, 2026.\n\n \n\n54"}