{"url_path":"/sec/fecof/10-k/2026/item-6","section_key":"item-6","section_title":"Item 6 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES.**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/849997/0001477932-26-003204-index.html","accession_number":"0001477932-26-003204","cik":"0000849997","ticker":"FECOF","issuer_name":"FEC Resources Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/849997/0001477932-26-003204-index.html","primary_entity_key":"0000849997","primary_entity_name":"FEC Resources Inc."},"word_count":2065,"has_tables":true,"body_markdown":"**ITEM 6.  DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES.**\n\n \n\n**A.  Directors and Senior Management**\n\n \n\nThe following table lists, as of the date of this report, the names, ages, functions and areas of experience in our operations of all our directors and Senior Management.  Each Director will serve until the next Annual General Meeting or until his/her successor is duly elected, unless his/her office is vacated in accordance with our charter documents.  Our executive officers serve at the pleasure of the Board of Directors.\n\n \n\n**Name**\n\n \n\n**Age**\n\n \n\n**Position/Area of Experience/Function**\n\nPaul Wallace (1)(2)(3)\n\n \n\n75\n\n \n\nDirector since November 2012, President and CEO from August 2015 to October 2020, and CFO from June 2015 to October 2020.\n\nClaro Ramirez (1)(3)\n\n \n\n65\n\n \n\nDirector since October 2011\n\nDaniel Carlos (1)(2)\n\n \n\n62\n\n \n\nDirector, President and CEO since October 2020\n\nMark Rilles\n\n \n\n42\n\n \n\nChief Financial Officer since October 2020\n\n \n\n(1)\n\nMember of Audit Committee in 2025\n\n \n\n \n\n(2)\n\nMember of Compensation Committee in 2025\n\n \n\n \n\n(3)\n\nMember of the Corporate Governance Committee\n\n \n\n \n\n30\n\n*Table of Contents*\n\n \n\n**Information About our Directors and Officers**\n\n \n\n**Mr. Daniel Carlos, Director, President, Chief Executive Officer**\n\n \n\nMr. Carlos is currently the President and a Director of PXP, the Company’s majority shareholder. He obtained his Bachelor of Science (B.Sc.) degree in Geology from the University of the Philippines (1984) and holds a Master of Science (M.Sc.) degree in Petroleum Geosciences from the Norwegian University of Science and Technology or NTNU in 2002. He also has a Diploma in Petroleum Exploration and Reservoir Evaluation from the University of Trondheim, now NTNU, in 1988. In February 2007, he joined Forum Energy Philippines Corporation as Vice President for Exploration and was appointed President since July 2013 to present. He was appointed President of PXP Energy Corporation in August 2015. He is also the Resident Agent in the Philippines of Forum (GSEC 101) Limited, which operates Service Contract (SC) 72 or Recto Bank. He is also the President of Forum Energy Philippines Corporation, a subsidiary with non-operated holdings in four blocks in the Northwest Palawan Basin, and Forum Exploration, Inc., which operates SC 40 or North Cebu Block. He is a licensed Filipino Geologist (PRC No. 1027) and placed third in the 1985 Geologist Licensure Examinations.\n\n \n\n**Mr. Mark Rilles, Chief Financial Officer**\n\n \n\nMr. Rilles is currently the Finance Controller of PXP, having joined the Group in 2012. He is the Corporate Secretary of Forum Energy Limited and Pitkin Petroleum Limited, and Director and Treasurer of Forum Energy Philippines Corporation and Forum Exploration Inc. He obtained his Bachelor of Science degree in Accountancy from the University of Santo Tomas (2004) and holds a Master of Business Administration (M.B.A.) degree from the Ateneo Graduate School of Business (2014). He is a Certified Public Accountant (passed the CPA Licensure Examinations in 2004) and previously worked at SyCip Gorres Velayo & Co. (SGV & Co.) from 2004 to 2008.\n\n \n\n**Mr. Paul Wallace**\n\n \n\nMr. Paul Frederick Wallace is a Chartered Professional Accountant and member of the CPA Canada.  He was appointed as the Chief Financial Officer of Hong Kong-based First Pacific Company Limited from 1995 to 1997, between 2003 and 2004, and between 2014 and 2015.  He was appointed Group Finance Director to the Sanctuary Group plc between 2005 and 2008. Mr. Wallace was Chief Executive Officer of Blue Ocean Wireless Limited between 2009 and 2011, and a Non-Executive Director of JPMorgan Global Emerging Markets Income Trust Plc between 2010 and 2015.  From March 2015 through April 2019, he was the Finance Director of Forum Energy, a Director of Pitkin Petroleum Limited, and Head of Finance of Goodman Fielder Pty Limited.\n\n \n\n**Mr. Claro Ramirez**\n\n \n\nMr. Ramirez is a resident of Richmond, British Columbia, Canada and served as Senior Vice President of Philippine Long Distance Telephone Company (“PLDT”) until 2014, and President of First Coconut Manufacturing Inc. from 2014 to May 2018.****\n\n \n\nNone of our directors and/or executive officers, or those persons to be appointed, have been the subject of any order, judgment, or decree of any governmental agency or administrator, or of any court of competent jurisdiction, revoking or suspending for cause any license, permit or other authority of such person or of any corporation of which he or she is a director and/or executive officer, to engage in the securities business or in the sale of a particular security or temporarily or permanently restraining or enjoining any such person or any corporation of which he or she is an officer or director from engaging in or continuing any conduct, practice, or employment in connection with the purchase or sale of securities, or convicting such person of any felony or misdemeanor involving a security, or any aspect of the securities business, or of theft, or of any felony.\n\n \n\n \n\n31\n\n*Table of Contents*\n\n \n\nThere are no arrangements or understandings between any two (2) or more directors or executive officers, pursuant to which he or she was selected as a Director or Executive Officer.  There are no family relationships between any two (2) or more of our directors or executive officers.\n\n \n\n**B.  Compensation.**\n\n \n\nWe have recently agreed to pay our directors the following consulting fees or directors’ fees on a monthly basis:\n\n \n\nPaul Wallace\n \n$2,000\n \n\n \n\n \n\n \n\n \n\n \n\nClaro Ramirez\n \n$2,000\n \n\n \n\nNone of our executive officers or directors received other compensation in excess of the lesser of $25,000 or 10% of such Executive Officer's or Director’s cash compensation as reported in the compensation table below and all Executive Officers and directors as a group did not receive other compensation which exceeded $25,000 times the number of persons in the group or 10% of the compensation reported in the compensation table below.\n\n \n\nNo funds were set aside or accrued by us during the year ending December 31, 2024 to provide pension, retirement or similar benefits for our directors or Executive Officers.  Except for the stock option program discussed below, we have no bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or Executive Officers.\n\n \n\nThe following tables detail the compensation paid during fiscal year ended December 31, 2025 and 2024 to our directors and members of our administrative, supervisory or management bodies:\n\n \n\n**Director/Executive Officer Compensation**\n\n \n\n**Director Compensation for Fiscal Year ended December 31, 2025**\n\n \n\nDirectors/Officers\n\n \n\nSalary\n\n \n\n \n\nOption Exercise Net Market Value(1)\n\n \n\n \n\nTotal\n\nCompensation\n\n \n\nClaro Ramirez\n\n \n$24,000\n \n\n \n$0.00\n \n\n \n$24,000\n \n\nPaul Wallace\n\n \n$24,000\n \n\n \n$0.00\n \n\n \n$24,000\n \n\nDaniel Carlos\n\n \n$Nil\n \n\n \n$0.00\n \n\n \n$Nil\n \n\nMark Rilles\n\n \n$Nil\n \n\n \n$0.00\n \n\n \n$Nil\n \n\nTotal\n\n \n$48,000\n \n\n \n$0.00\n \n\n \n$48,000\n \n\n           \n\n(1). “Option Exercise Net Market Value” is defined as the aggregate difference between the exercise  price and the market value of the common stock on the date of exercise.”\n\n \n\n**Director Compensation for Fiscal Year ended December 31, 2024**\n\n \n\nDirectors/Officers\n\n \n\nSalary\n\n \n\n \n\nOption Exercise Net Market Value(1)\n\n \n\n \n\nTotal\n\nCompensation\n\n \n\nClaro Ramirez\n\n \n$24,000\n \n\n \n$0.00\n \n\n \n$24,000\n \n\nPaul Wallace\n\n \n$24,000\n \n\n \n$0.00\n \n\n \n$24,000\n \n\nDaniel Carlos\n\n \n$Nil\n \n\n \n$0.00\n \n\n \n$Nil\n \n\nMark Rilles\n\n \n$Nil\n \n\n \n$0.00\n \n\n \n$Nil\n \n\nTotal\n\n \n$48,000\n \n\n \n$0.00\n \n\n \n$48,000\n \n\n             \n\n(1). “Option Exercise Net Market Value” is defined as the aggregate difference between the exercise price and the market value of the common stock on the date of exercise.”\n\n \n\n \n\n32\n\n*Table of Contents*\n\n \n\nOur Board may award special remuneration to any Director undertaking any special services on our behalf other than services ordinarily required of a Director.  Other than indicated above no Director received any additional compensation for his or her services including committee participation and/or special assignments.\n\n \n\nExcept for the stock option program discussed below, we have no bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or Executive Officers.\n\n \n\n**Options to Purchase Our Securities.**\n\n \n\nOptions to purchase securities from us are granted to directors, officers and employees on terms and conditions acceptable to the relevant regulatory authorities.  We adopted a formal stock option plan on June 19, 2000.  There were no stock options outstanding on December 31, 2025 and none were issued or exercised in 2025 or 2023.\n\n \n\n**C.  Board Practices**\n\n \n\nWe have an Audit Committee, a Compensation Committee, and a Corporate Governance Committee.  No committee members receive additional compensation for serving on a committee and all committee members serve for a one year term.  All board members are elected at our Annual General Meeting to serve for one year or until their successor is appointed.\n\n \n\n**Audit Committee**. The Audit Committee oversees the retention, performance and compensation of our independent auditors, and the establishment and oversight of our systems of internal accounting and auditing control.  Members of the Audit Committee in 2025 were Daniel Carlos, Claro Ramirez, and Paul Wallace.   New members of our Audit Committee for 2026 will be appointed following our Annual and General Meeting of Shareholders. \n\n \n\n**Compensation Committee**. The Compensation Committee reviews and makes recommendations to our Board concerning the terms of the compensation packages provided to our senior executive officers, including salary, bonus and awards under our stock option plan and any other compensation plans that we may adopt in the future.  Members of the Compensation Committee in 2025 were Paul Wallace and Daniel Carlos.  Members of our Compensation Committee for 2026 will be appointed following our Annual and General Meeting of Shareholders.\n\n \n\n**Corporate Governance Committee**. The Corporate Governance Committee meets with and discusses current disclosure issuances with our management personnel, directors, and with both our Canadian and United States counsel, to report to our Board any matters which should be the subject of either public disclosure or remedial action and to assist our Board in establishing reporting and disclosure procedures to ensure that we are in compliance with our disclosure and compliance obligations under applicable laws, rules and obligations.  Members of our Corporate Governance Committee in 2025 were Claro Ramirez and Paul Wallace.  Members of our Corporate Governance Committee for 2026 will be appointed following our Annual and General Meeting of Shareholders,\n\n \n\n**D.****Employees**\n\n \n\nAs of December 31, 2025, we had no employees.\n\n \n\n \n\n33\n\n*Table of Contents*\n\n \n\n**E.  Share Ownership**\n\n \n\nThe following table lists as of March 4, 2026, the share ownership of our directors and executive officers.\n\n \n\nThe following table sets forth certain information as of March 4, 2026 regarding the ownership of our common stock by (i) each of our directors, (ii) each of our named executive officers, and (iii) all of our directors and executive officers as a group.  Except as otherwise indicated, the address of each person identified below is c/o FEC Resources Inc, Suite 2300, Bentall 5, 550 Burrard Street, Vancouver, BC, V6C****2B5.  We believe that ownership of the shares by the persons identified below is both of record and beneficial and that such persons have sole voting and investment power with respect to the shares indicated.  Percentage of class in the following table is calculated individually based on the following formula: (shares directly or indirectly controlled + shares issuable on the exercise or conversion of various securities) / (total shares outstanding + shares issuable on the exercise or conversion of various warrant, debentures and options by the director or officer).  The total shares outstanding on March 4, 2026 was 992,646,096.\n\n \n\nName of Director and/or Officer and number of shares held:\n\n \n\nNumber of\n\nShares\n\n \n\n \n\nPercent\n\nof Class\n\n \n\nPaul Wallace\n\n \n\n \n-\n \n\n \n\n \n-\n \n\nClaro Ramirez\n\n \n\n \n-\n \n\n \n\n \n-\n \n\nDaniel Carlos\n\n \n\n \n-\n \n\n \n\n \n-\n \n\nMark Rilles\n\n \n\n \n-\n \n\n \n\n \n-\n \n\nNumber of shares held by all Directors and Officers as a group:\n\n \n\n \n-\n \n\n \n\n \n-\n \n\n \n\nThe particulars of the stock options granted to officers and directors are set forth in the preceding section entitled**“DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES.” **The particulars regarding convertible debentures and warrants acquired by certain officers and directors are as follows:\n\n \n\nThe following table lists the current directors, executive officers and employees to whom warrants to purchase our shares were sold and the number of share purchase warrants so sold as of the date of this report, as well as the number of share purchase warrants sold to directors and all employees as a group.\n\n \n\n**Warrants Held by Directors and Officers**\n\n \n\nName\n\n \n\nNumber of Share Purchase Warrants\n\n \n\nExercise Price\n\n \n\n \n\nExpiration Date\n\n \n\nNone\n\n \n\nNone\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nWe are a publicly-owned corporation, the shares of which are owned by Canadian residents, U.S. residents, and residents of other countries.  Currently, we are not controlled directly or indirectly by any foreign government but are controlled by PXP.\n\n \n\nThere are no arrangements, known to us, the operation of which may at a subsequent date result in a change in our control other than as noted above.\n\n \n\nThe above listed organizations and individuals have no special or separate voting rights than those rights held by our shareholders.\n\n \n\n \n\n34\n\n*Table of Contents*"}