{"url_path":"/sec/gwav/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":"2026-06-15","source_url":"https://www.sec.gov/Archives/edgar/data/1589149/0001493152-26-028562-index.html","accession_number":"0001493152-26-028562","cik":"0001589149","ticker":"GWAV","issuer_name":"Greenwave Technology Solutions, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1589149/0001493152-26-028562-index.html","primary_entity_key":"0001589149","primary_entity_name":"Greenwave Technology Solutions, Inc."},"word_count":2670,"has_tables":true,"body_markdown":"**Item\n10. Directors, Executive Officers and Corporate Governance**\n\n \n\n**Our\nDirectors**\n\n \n\nThe\nCompany’s Board of Directors (the “Board” or “Board of Directors”) consists of three members. The number\nof directors on our Board can be evaluated and amended by action of our Board.\n\n \n\nThe\ntable below states certain information with respect to each director of the Company’s. There are no arrangements or understandings\nbetween the Company and any director pursuant to which such person was elected or nominated to be a director of our Company. For information\nwith respect to security ownership of directors, see “*Security Ownership of Certain Beneficial Owners and Management and Related\nStockholder Matters*.”\n\n \n\n**Name**\n** **\n**Age**\n** **\n**Executive\nPosition**\n\nDanny\nMeeks\n \n52\n \nChief\nExecutive Officer, Chairman of the Board\n\nCheryl\nLanthorn\n \n55\n \nDirector\n\nLisa\nLucas-Burke\n \n62\n \nDirector\n\n \n\n**Mr.\nDanny Meeks, Chief Executive Officer and Chairman**– Mr. Meeks is the Chief Executive Officer of the Company, a position he\nhas held since September 30, 2021. He has served as a director and Chairman of the Board since June 2021. He has served as interim Chief\nFinancial Officer from November 2021 to April 2022 and from April 2025 to February 2026. He was the sole owner and President of Empire\nServices, Inc., a metal recycling company he founded in 2002, until its acquisition by the Company in September 2021. Additionally, Mr.\nMeeks has been serving as the President of DWM Properties, LLC, his real estate holding company, since 2002 and as the President of Select\nRecycling and Waste Services, Inc., a waste disposal and recycling company, from October 2016 to present. Mr. Meeks graduated from Manor\nHigh School in 1993. Mr. Meeks is well-suited to serve on our Board due to his significant business and management experience and deep\nknowledge of growth and commercialization strategies. Mr. Meeks joined the Company’s Board to foster revenue-generating capabilities\nfor the Company.\n\n \n\n**Mrs.\nCheryl Lanthorn, Director** – Mrs. Lanthorn has served as a Director of the Company since April 2022. Mrs. Lanthorn began her\ncareer as a Personal Administrator at Welton, Duke & Hawks before rising to an Accounting Administrator due to her work-ethic, extensive\naccounting knowledge, and attention to detail. For the next 14 years, Mrs. Lanthorn was a Software Trainer and Content Developer for\nApplied Systems, Inc., where she created webinars and instructional documentation to teach employees how to best utilize TAM, Vision,\nEpic, and other scalable software programs. From December 2015 to July 2022, Mrs. Lanthorn served as an Account Executive at Brown &\nBrown Insurance, where she managed one of the company’s largest books of business, managed employees and their books, trains new\nemployees, and performed various other administrative duties. Since August 2022, Mrs. Lanthorn has been a Senior Account Manager at Marsh\nMcLennan Agency, LLC, where she manages large corporate accounts.\n\n \n\n**Lisa\nLucas-Burke, Director –**Ms. Lucas-Burke has served as a Director of the Company since\nJanuary 2025. Ms. Lucas-Burke began her career with the City of Portsmouth in the Information Technology Department in 1988, ultimately\nas a Computer Programmer Analyst. In 2000, Ms. Lucas-Burke joined her family business of Lucas Lodge, where she currently serves as Executive\nDirector and business partner with her mother, Senator L. Louise Lucas. Lucas-Burke was appointed to the Economic Development Authority\nin 2010 by the City Council, where she was an EDA Commissioner for 6 years and ultimately achieved the position of Chairman of the Board.\nMs. Lucas-Burke was elected to Portsmouth City Council in 2016 and was re-elected in 2020. During Lucas-Burke’s eight-year tenure\non the Portsmouth City Council, she was unanimously voted in twice to serve as Vice Mayor by her City Council Colleagues. A graduate\nof Norfolk State University, Ms. Lucas-Burke holds a Bachelor of Science Degree in Electronics Engineering (1987) and a Bachelor of Arts\nDegree in Psychology (2016). Ms. Lucas-Burke is a Diamond Life Member of Delta Sigma Theta Sorority, Incorporated, and her chapter affiliation\nhas been with the Portsmouth Alumnae Chapter of Delta Sigma Theta Sorority, Inc., since 1996. Lucas-Burke served as Chapter President\nof Portsmouth Alumnae Chapter for two, two-years terms (2008 – 2012). Ms. Lucas-Burke is also a member of the Portsmouth (VA) Chapter\nof The Links, Incorporated (2017 – present); Martin Luther King, Jr., Leadership Steering Committee (2006 – present); Portsmouth\nDemocratic Committee (2006 – present); Lefcoe Trustee Board (2013 – present); Member of St. Mark Missionary Baptist Church\n(2009 – present); and is also a former board member and Chair of The Portsmouth Boulevard – Center for Youth (2006 –\n2012), where she served as member, Treasurer and President over her six year term on the board.\n\n \n\n30\n\n \n\n \n\nOur\nBoard judges the independence of its directors by the standards established by the Nasdaq Stock Market (“Nasdaq”). Accordingly,\nthe Board has determined that our two non-employee directors, Cheryl Lanthorn and Lisa Lucas-Burke each meet the independence standards\nestablished by Nasdaq and the applicable independence rules and regulations of the SEC, including the rules relating to the independence\nof the members of our Audit Committee and Compensation Committee. Our Board considers a director to be independent when the director\nis not an officer or employee of the Company or its subsidiaries, does not have any relationship which would, or could reasonably appear\nto, materially interfere with the independent judgment of such director, and the director otherwise meets the independence requirements\nunder the listing standards of the Nasdaq Stock Market and the rules and regulations of the SEC.\n\n \n\nOur\nBoard believes its members collectively have the experience, qualifications, attributes and skills to effectively oversee the management\nof our Company, including a high degree of personal and professional integrity, an ability to exercise sound business judgment on a broad\nrange of issues, sufficient experience and background to resolve the issues facing our Company, a willingness to devote the necessary\ntime to their Board and committee duties, a commitment to representing the best interests of the Company and our stockholders and a dedication\nto enhancing stockholder value.\n\n \n\n*Risk\nOversight.*Our Board oversees the management of risks inherent in the operation of our business and the implementation of our business\nstrategies. Our Board performs this oversight role by using several different levels of review. In connection with its reviews of the\noperations and corporate functions of our Company, our Board addresses the primary risks associated with those operations and corporate\nfunctions. In addition, our Board reviews the risks associated with our Company’s business strategies periodically throughout the\nyear as part of its consideration of undertaking any such business strategies. Each of our Board committees also coordinates oversight\nof the management of our risk that falls within the committee’s areas of responsibility. In performing this function, each committee\nhas full access to management, as well as the ability to engage advisors. The Board is also provided with updates by the Chief Executive\nOfficer and other executive officers of the Company on a regular basis.\n\n \n\n**Board\nand Committee Meetings**\n\n \n\nDuring\nthe fiscal year ended December 31, 2025, our Board held six meetings and operated primarily by unanimous written consent. For the fiscal\nyear ended December 31, 2025, our Board was composed of four members from January 2025 to April 2025 and three members from April 2025\nto December 2025. Our Audit Committee held four meetings during the year ended December 31, 2025. Our Compensation Committee and Nominating\nand Corporate Governance committee held four meetings during the fiscal year ended December 31, 2025. Our Sustainability Committee held\nfour meetings during the year ended December 31, 2025.\n\n \n\n**Board\nCommittees**\n\n \n\nOn\nDecember 9, 2015, our Board designated the following three committees of the Board: the Audit Committee, the Compensation Committee,\nand the Nominating and Corporate Governance Committee. On September 13, 2022, the Board created a Sustainability Committee of the Board.\n\n \n\n**Audit\nCommittee.** The Audit Committee consists of Cheryl Lanthorn and Lisa Lucas-Burke. Cheryl Lanthorn is the Chairperson of the Audit\nCommittee. The Audit Committee is responsible for, among other things, overseeing the financial reporting and audit process and evaluating\nour internal controls over financial reporting. The Board has determined that Cheryl Lanthorn is an “audit committee financial\nexpert” serving on its Audit Committee. The Board has determined that each member of the Audit Committee is “independent,”\nas that term is defined by applicable SEC rules. In addition, the Board has determined that each member of the Audit Committee is “independent,”\nas that term is defined by the rules of Nasdaq. A copy of the Audit Committee Charter is available on our website at *https://www.GWAV.com/audit-committee-charter*.\n\n \n\n31\n\n \n\n \n\n**Compensation\nCommittee.**The Compensation Committee consists of Cheryl Lanthorn and Lisa Lucas-Burke. Effective July 12, 2023, Cheryl Lanthorn\nwas appointed as Chairwoman of the Compensation Committee. Cheryl Lanthorn is the Chairwoman of the Compensation Committee. The Compensation\nCommittee is responsible for, among other things, establishing and overseeing the Company’s executive and equity compensation programs,\nreviewing and recommending executive officer employment agreements, determining director compensation programs, overseeing the hiring\nof independent compensation consultants, preparing the compensation committee report, establishing performance goals and objectives,\nand evaluating performance against such goals and objectives. The Compensation Committee also grants stock options and other awards under\nour stock plans, periodically reviews the operation of the Company’s employee benefit plans and analyzes the Company’s bylaws,\nCompensation Committee Charter for its adequacy in meeting the Company’s compensation-related goals and objectives. The Compensation\nCommittee Charter does not grant the right to delegate authority to other persons, although it does grant the Compensation Committee\nthe flexibility to hire compensation consultants to assist in the design, formulation, analysis and implementation of compensation programs\nfor the Company’s executive officers. While the Board does not provide a formal role for executive officers in determining or recommending\nthe amount or form of executive and director compensation, the Compensation Committee meets with the CEO at or near the start of each\nfiscal year to discuss the goals and incentive compensation programs. The Board has determined that each member of the Compensation Committee\nis “independent,” as that term is defined by applicable SEC rules. In addition, the Board has determined that each member\nof the Compensation Committee is “independent,” as that term is defined by the rules of the Nasdaq Stock Market. A copy of\nthe Compensation Committee Charter is available on our website at *https://www.GWAV.com/compensation-committee-charter*.\n\n \n\n**Nominating\nand Corporate Governance Committee.** The Nominating and Corporate Governance Committee consists of Cheryl Lanthorn and Lisa Lucas-Burke.\nEffective July 12, 2023, Cheryl Lanthorn was appointed as Chairwoman of the Nominating and Corporate Governance Committee. Cheryl Lanthorn\nis the Chairwoman of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee is responsible\nfor, among other things, identifying and recommending candidates to fill vacancies occurring between annual stockholder meetings and\nreviewing the Company’s policies and programs relating to matters of corporate citizenship, including public issues of significance\nto the Company and its stockholders. The Board has determined that each member of the Nominating and Corporate Governance Committee is\n“independent,” as that term is defined by applicable SEC rules. In addition, the Board has determined that each member of\nthe Nominating and Corporate Governance Committee is “independent,” as that term is defined by the rules of the Nasdaq Stock\nMarket. A copy of the Nominating and Corporate Governance Committee Charter is available on our website at *https://www.GWAV.com/ncg-charter*.\n\n \n\n**Sustainability\nCommittee.**The Sustainability Committee consists of Cheryl Lanthorn and Lisa Lucas-Burke as members of the Sustainability Committee.\nCheryl Lanthorn is the Chairwoman of the Sustainability Committee. The Sustainability Committee is responsible for, among other things,\nsetting and overseeing the Company’s goals, strategies, and commitments related to sustainability and Environmental Social Governance,\nincluding climate risks and opportunities, community and social impact, and diversity and inclusion. A copy of the Sustainability Committee\nCharter is available on our website at *https://www.GWAV.com/sustainability-committee-charter*.\n\n \n\n**Risk\nOversight**\n\n \n\nThe\nBoard is primarily responsible for overseeing our risk management processes. The Board receives and reviews periodic reports from management,\nauditors, legal counsel and others, as appropriate, regarding the Company’s assessment of risks. The Board focuses on the most\nsignificant risks facing the Company and our general risk management strategy, and also ensures that the risks we undertake are consistent\nwith the Board’s risk parameters. While the Board oversees the risk management process, our management is responsible for day-to-day\nrisk management and, if management identifies new or additional significant risks, it brings such risks to the attention of the Board.\n\n \n\n**Board\nLeadership Structure**\n\n \n\nDanny\nMeeks is the Chairman of our Board and Chief Executive Officer of the Company. The Chairman of the Board presides at all meetings of\nthe Board, unless such position is vacant, in which case, the Chief Executive Officer of the Company would preside.\n\n \n\n32\n\n \n\n \n\n**Our\nExecutive Officers**\n\n \n\nThe\nfollowing are biographical summaries of our executive officers and their ages, except for Mr. Meeks, whose biography is set forth above:\n\n \n\n**Name**\n** **\n**Age**\n** **\n**Position**\n\nDanny\nMeeks\n \n52\n \nChief\nExecutive Officer and Chairman of the Board\n\nChelsea\nPullano\n \n35\n \nChief\nFinancial Officer\n\n \n\n**Chelsea\nPullano, Chief Financial Officer**– Ms. Pullano has served as a Chief Financial Officer\nof the Company since February 2026. Ms. Pullano is a financial executive with experience supporting public and private companies in accounting,\nfinancial reporting, and strategic finance. Ms. Pullano co-founded MACK Financial Solutions, LLC (“MAC”) in May 2023, an\naccounting and advisory firm that provides outsourced financial, accounting and advisory services to growth-stage companies and public\ncompanies. Since May 2023, she has served as a partner and chief executive officer of MACK. Previously, from June 2020 to May 2023, Ms.\nPullano served as Chief Financial Officer of Creatd, Inc. (OTCQB: CRTD), and from September 2024 to March 2025, as Director of Finance\nat the law firm Lucosky Brookman LLP.\n\n \n\n**Code\nof Conduct and Ethics**\n\n \n\nWe\nseek to maintain high standards of business conduct and corporate governance, which we believe are fundamental to the overall success\nof our business, serving our stockholders well and maintaining our integrity in the marketplace. Our corporate governance guidelines\nand Code of Conduct and Ethics, together with our Second Amended and Restated Certificate of Incorporation, Bylaws and the charters for\neach of our Board committees, form the basis for our corporate governance framework. We also are subject to certain provisions of the\nSarbanes-Oxley Act and the rules and regulations of the SEC. The full text of the Code of Conduct and Ethics is available on our website\nat *https://www.GWAV.com/code-of-conduct* and is also filed as an exhibit to this annual report.\n\n \n\n**Family\nRelationships**\n\n \n\nThere\nare no family relationships among our directors and executive officers.\n\n \n\n**Insider\nTrading Policy**\n\n \n\nWe\nhave an insider trading policy that governs the purchase, sale, and other disposition of our securities by our directors, officers, employees\nand other individuals associated with us, as well as by the Company itself, that we believe is reasonably designed to promote compliance\nwith insider trading laws, rules and regulations, and listing standards applicable to us. A copy of our insider trading policy is filed\nas Exhibit 19.1 to this annual report. The Company has no policy regarding hedging the economic risks of equity ownership for the executive\nteam or directors of the Company and the Company does not engage in this practice.\n\n \n\n**Compensation\nRecovery Policy**\n\n \n\nOur\nboard of directors has adopted a compensation recovery policy, which provides that in the event we are required to prepare an accounting\nrestatement due to noncompliance with any financial reporting requirements under the securities laws or otherwise erroneous data or we\ndetermine there has been a significant misconduct that causes financial or reputational harm, we shall recover a portion or all of any\nincentive compensation. The policy is filed as exhibit 97.1 to this annual report.\n\n \n\n**Changes\nto security holder director nomination procedures**\n\n \n\nThe\nCompany has not adopted procedures for considering director candidates submitted by stockholders under Item 407(c)(2)(iv), Regulation\nS-K.\n\n \n\n33\n\n \n\n \n\n**Involvement\nin Legal Proceedings**\n\n \n\nWe\nare not aware of any of our directors or officers being involved in any legal proceedings in the past ten years relating to any matters\nin bankruptcy, insolvency, criminal proceedings (other than traffic and other minor offenses) or being subject to any of the items set\nforth under Item 401(f) of Regulation S-K."}