{"url_path":"/sec/ilal/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":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/1657214/0001493152-26-019199-index.html","accession_number":"0001493152-26-019199","cik":"0001657214","ticker":"ILAL","issuer_name":"International Land Alliance Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1657214/0001493152-26-019199-index.html","primary_entity_key":"0001657214","primary_entity_name":"International Land Alliance Inc."},"word_count":3047,"has_tables":true,"body_markdown":"**Item\n10. Directors, Executive Officers, and Corporate Governance.**\n\n \n\nOur\nBylaws provide that the Board of Directors shall consist of no more than three (3) directors. Each director of the Company serves until\nhis successor is elected and qualified, subject to removal by the Company’s shareholders. Each officer holds office for such term\nand exercises such powers and performs such duties as are determined by the Board of Directors.\n\n \n\n**Name**\n \n**Age**\n \n**Position**\n\nFrank\nIngrande\n \n63\n \nChief\nExecutive Officer and President\n\nJason\nSunstein\n \n54\n \nChief\nFinancial Officer and Director\n\nRoberto\nJesus Valdes\n \n57\n \nChairman\nof the Board\n\nJeffrey\nS. Healy\n \n64\n \nDirector\n\nLori\nLove\n \n44\n \nDirector\n\nCurt\nJ. Welker\n \n68\n \nDirector\n\n \n\n**Frank\nIngrande**\n\n \n\nMr.\nIngrande is the Co-founder of Rancho Costa Verde Development, the Company’s equity-method investee. He is a native San Diego resident\nwith over 30 years of experience in the second-home industry and more than 20 years in the second-home market in Mexico. Mr. Ingrande\nhas direct experience in acquiring, developing, and marketing real estate in Mexico. His educational background includes a Bachelor of\nBusiness Administration degree and a Master of Business Administration degree with an emphasis in Entrepreneurship and International\nBusiness from the University of San Diego. Mr. Ingrande holds a California Real Estate Salesperson License.\n\n \n\nMr.\nIngrande has been one of our officers since May 2021 and is now serving as the Company’s Chief Executive Officer. Mr. Ingrande\nhas also been serving as the Company’s President since January 2023.\n\n \n\n**Jason\nSunstein**\n\n \n\nMr.\nSunstein brings finance, mergers and acquisitions and general management experience. Since 1989, he has participated in a broad variety\nof both domestic and international structured investments and financings, ranging from debt and preferred stock to equity and developmental\ncapital across a wide variety of infrastructure and corporate financings. He has been involved in numerous start-ups, turnarounds and\npublic companies. Mr. Sunstein serves on the Board of Directors of several public and private companies. He attended San Diego State\nUniversity where he majored in Finance and has held NASD Series 7 (General Securities Representative) and Series 63 licenses.\n\n \n\nMr.\nSunstein has been one of our officers and directors since October 2013 and is now serving as the Company’s Chief Financial Officer\nand Director.\n\n \n\n30\n\n \n\n \n\n**Roberto\nJesus Valdes**\n\n \n\nMr.\nValdes has been the President of Grupo Valcas, Baja Residents Club, S.A. de, C.V. since 2004, and was the Assistant in the Grupo Valcas\nDesign Department from 1989 to 1991. From 1991 through 2004, Mr. Valdes was a member of the Board of Directors, DUBCSA - Bajamar Ocean\nFront Resort Master Developer. During his term as a director, he acted as Project Director for Grupo Valcas. His projects have included:\n\n \n\n●\nLa\nSerena Condominiums, Ensenada, 1992-1994\n\n●\nLa\nQuinta Bajamar Condominiums, Ensenada, 1994-1996\n\n●\nOceano\nat Bajamar residential development, Ensenada, 1996-1998\n\n●\nOceano\nDiamante residential development, Ensenada, 2000\n\n●\nCosta\nBajamar condominiums, Ensenada, 2004-2005\n\n \n\nMr.\nValdes has been one of our officers and directors since October 2013 and is now serving as the Company’s chairman of the board.\nMr. Valdes served as the Company’s Chief Executive Officer from inception to September 2024.\n\n \n\n**Jeffrey\nS. Healy**\n\n** **\n\nMr.\nHealy has been one of our directors since February 2026. Mr. Healy has been a high-level partner and executive in the resort, hospitality\nand vacation ownership industry for over 25 years, specializing in international developments. Beginning in 1983, Mr. Healy practiced\nas a CPA and executive with KPMG Peat Marwick for 9 years. In 1993, Mr. Healy was hired as the Executive Director and CFO for The Villa\nGroup (Villa del Palmar, Villa La Estancia and Garza Blanca Resorts). During that time, Mr. Healy lived in Mexico and oversaw all financial,\noperational and administrative functions of their resort group and Vacation Club, with various hotels and timeshare resorts in Puerto\nVallarta and Cabo San Lucas. Mr. Healy was also very involved in the evolution of the Villa La Estancia brand, one of the most successful\nfractional projects developed to date.\n\n \n\nIn\nmid-1998, Mr. Healy became a partner in a resort services company, ResortCom International. In this role, Mr. Healy was the CEO/President\nof ResortCom for the next 13 years. Mr. Healy ran this operation, along with his partner, John Small, who had many years of experience\nrunning top luxury hotels all over the world. ResortCom provides financial services, reservations and travel call center services, Vacation\nClub Management and Administration, resort management and marketing and lead generation marketing for the shared ownership industry (both\ntimeshare and luxury fractional). ResortCom also developed one of the most advanced and complete technology and software operating systems\nfor the industry to date. ResortCom has over 85 resort clients located in the US and internationally, with most in Latin America.\n\n \n\nIn\n2011, Mr. Healy entered into the joint venture, called Club Tesoro Resorts, LLC, with Steadfast Companies, a $5 billion real estate investment\ncompany in Irvine, California, to create one of the most current and consumer desired vacation ownership programs in the market within\ntheir hospitality division. Mr. Healy was the Managing Director for Club Tesoro Resorts through September 2017.\n\n \n\nSince\n2004, Mr. Healy has also been a minority partner in PDS Resorts. The group has owned and managed various hotels in Mexico. In\naddition, the group has run very successful vacation club membership programs within those properties. Since 2017, Mr. Healy has\nbeen active in the Executive Committee for their current hotel (Costa Sur Resort). Most recently, Mr. Healy purchased BLC\nEnterprises, Inc., which is a boutique resorts financial services and reservations company. It services a large vacation club and\nresort based in Nuevo Vallarta (Paradise Village). In addition, BLC has recently entered into a Marketing partnership with Trinity\nResort Services, and an agreement to eventually combine the two companies. Trinity is another resorts financial and reservations\nservices company.\n\n \n\nWe\nbelieve that Mr. Healy is well qualified to serve as our director because of his extensive career in resort and hospitality, as well\nas experience with start-up ventures.\n\n \n\n31\n\n \n\n \n\n**Lori\nLove**\n\n \n\nMs.\nLove has been one of our directors since February 2026. Ms. Love is a licensed CPA and an experienced finance professional with 20+ years\nof experience in accounting, finance and risk management, both in public accounting and in the private sector. Her experience includes\n“C” level positions in cryptocurrency, energy, healthcare technology, financial services and consulting services.\n\n \n\nFrom\nJune 2022 to the present, Ms. Love has served as a Senior Manager for Eide Bailly’s outsourced managed services group. From October\n2019 to December 2021, Ms. Love served as chief financial officer of CleanSpark, Inc., a NASDAQ listed company, where she was responsible\nfor financial strategy, SEC financial reporting, and internal controls.\n\n \n\nFrom\nJuly 2015 to September 2019, Ms. Love was self-employed as a consultant where she provided outsourced accounting services to various\ncompanies, including acting as chief financial officer for P2K Labs, LLC. Prior to 2015, Ms. Love served in the role of Senior Vice President\nof Finance at Provident Trust Group for over two years and as Vice President of Finance and Operations at WorldDoc, Inc. where she also\nserved as a director. Prior to her work in the private sector, Ms. Love was an auditor with RSM McGladrey, where she focused primarily\non financial services engagements.\n\n \n\nMs.\nLove obtained her Bachelor of Business Administration (BBA) in Accounting from University of Nevada, Las Vegas and carries the CPA designation.\nMs. Love does not hold and has not held over the past five years any other directorships in any company with a class of securities registered\npursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered\nas an investment company under the Investment Company Act of 1940.\n\n \n\nWe\nbelieve that Ms. Love is well qualified to serve as our director because of her career in public accounting and experience serving as\na director in the industry sector.\n\n \n\n**Curt\nJ. Welker**\n\n \n\nMr.\nWelker has been one of our directors since February 2026. Mr. Welker began his public accounting career in 1982 as an assistant controller\n– and later Chief Financial Officer – for an international trading firm. He also spent over four years with a Big Four CPA\nfirm. Mr. Welker’s specific areas of expertise include corporate, individual, estate and partnership tax planning within the real\nestate, hospitality, construction, manufacturing and automotive industries.\n\n \n\nMr.\nWelker received a Bachelor of Science degree in Accounting from San Diego State University where he also did his graduate tax work in\nthe Masters in Tax program. He is a member of the American Institute of CPAs and the California Society of CPAs.\n\n \n\nWe\nbelieve that Mr. Welker is well qualified to serve as our director because of his experience in public accounting and having served as\na CFO.\n\n \n\n**Term\nof Office**\n\n \n\nAll\nofficers and directors listed above will remain in office until the next annual meeting of our stockholders, and until their successors\nhave been duly elected and qualified or until removed from office in accordance with our bylaws. There are no agreements with respect\nto the election of directors. We have not compensated our directors for service on our board of directors, any committee thereof, or\nreimbursed for expenses incurred for attendance at meetings of our board of directors and/or any committee of our board of directors.\nWe do not have any standing committees. Our board of directors may in the future determine to pay directors’ fees and reimburse\ndirectors for expenses related to their activities. Officers are appointed annually by our board of directors and each executive officer\nserves at the discretion of our board of directors.\n\n \n\nNone\nof our officers and/or directors have filed any bankruptcy petition, been convicted of or been the subject of any criminal proceedings\nor the subject of any order, judgment or decree involving the violation of any state or federal securities laws within the past five\n(5) years.\n\n \n\n32\n\n \n\n \n\n**Board\nCommittees**\n\n \n\n*Audit Committee*\n\n \n\nWe do not have a standing audit committee of the board\nof directors. Management has determined not to establish an audit committee at present because of our limited resources and limited operating\nactivities do not warrant the formation of an audit committee or the expense of doing so. Our board of directors has determined that Lori\nLove possesses accounting or related financial management experience that qualifies her as an “audit committee financial expert”\nas defined by the rules and regulations of the SEC.\n\n \n\n**Code\nof Ethics**\n\n \n\nWe\nhave not yet adopted a Code of Ethics that applies to our principal executive officer, principal financial officer, and principal accounting\nofficer, but will adopt a Code of Ethics when determined appropriate in the near future. Our Code of Ethics will be available on our\nwebsite at www.ila.company.\n\n \n\nThere\nis no arrangement or understanding between any person pursuant to which any director or officer was or is to be selected as a director\nor officer, and there is no arrangement, plan or understanding as to whether non-management shareholders will exercise their voting rights\nto continue to elect directors to our board of directors. There are also no arrangements, agreements or understandings between non-management\nshareholders that may directly or indirectly participate in or influence the management of our affairs.\n\n \n\n**Family\nRelationships**\n\n \n\nJason\nSunstein and Lisa Landau are brother and sister. Ms. Landau is a former executive officer and former Secretary of the Company and a shareholder\nof the Company. The Company issued a promissory note to RAS, LLC “RAS”, a company controlled by Ms. Landau.\n\n \n\n33\n\n \n\n \n\n**Role of Board in Risk Oversight Process**\n\n \n\nOur Chairman, Chief Executive Officer and President, and Chief Financial Officer and Director positions are held by Roberto Jesus Valdes,\nFrank Ingrande, and Jason Sunstein, respectively, who currently beneficially own approximately 4.6%, 6.4%, and 4.9%, respectively, of\nthe voting power of our outstanding common stock. Periodically, our board of directors assesses these roles and the board of directors’\nleadership structure to ensure the interests of our company and our stockholders are best served. Our board of directors has determined\nthat our current leadership structure is appropriate. Each of Roberto Jesus Valdes, Frank Ingrande, and Jason Sunstein has extensive knowledge\nof all aspects of our company, our business and risks.\n\n \n\nWhile management is responsible for assessing and managing risks to our company, our board of directors is responsible for overseeing\nmanagement’s efforts to assess and manage risk. This oversight will be conducted primarily by our full board of directors, which\nhas responsibility for general oversight of risks, and any standing committees of our board of directors. Our board of directors will\nsatisfy this responsibility through regular reports directly from officers responsible for oversight of particular risks within our company.\nOur board of directors believes that full and open communications between management and the board of directors are essential for effective\nrisk management and oversight.\n\n \n\n**Involvement in Certain Legal Proceedings**\n\n \n\nTo\nthe best of our knowledge, none of our directors or executive officers has, during the past ten years:\n\n \n\n●       been\nconvicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor\noffenses);\n\n●       had\nany bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association\nof which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that\ntime;\n\n●       been\nsubject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, by any court of competent jurisdiction or\nfederal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type\nof business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with\npersons engaged in any such activity;\n\n●       been\nfound by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated\na federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;\n\n●       been\nthe subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently\nreversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation\nof any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance\ncompanies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty\nor temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire\nfraud or fraud in connection with any business entity; or\n\n●       been\nthe subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization\n(as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange\nAct), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated\nwith a member.\n\nFrom\ntime to time, we may be subject to various legal or administrative claims and proceedings arising in the ordinary course of business.\nLitigation or any other legal or administrative proceeding, regardless of the outcome, is likely to result in substantial cost and diversion\nof our company’s resources, including our company’s management’s time and attention.\n\n**Section\n16(a) Beneficial Ownership Reporting Compliance**\n\nSection\n16(a) of the Exchange Act requires our directors and officers, and the persons who beneficially own more than 10% of our common stock,\nto file reports of ownership and changes in ownership with the SEC. Copies of all filed reports are required to be furnished to us pursuant\nto Rule 16a-3 promulgated under the Exchange Act. Based solely on the reports received by us and on the representations of the reporting\npersons, we believe that these persons have complied with all applicable filing requirements during the year ended December 31, 2025.\n\n \n\n**Indemnification\nof Executive Officers and Directors**\n\n \n\nSection\n17-16-856 of the Wyoming Business Corporation Act provides that any director or officer of a Wyoming corporation may be indemnified against\njudgments, penalties, fines, settlements and reasonable expenses actually incurred by him in connection with or in defending any action,\nsuit or proceeding in which he is a party by reason of his position, so long as it shall be determined that he conducted himself in good\nfaith and that he reasonably believed that his conduct was in the corporation’s best interest and, with respect to any criminal\naction or proceeding, had no reasonable cause to believe that his conduct was unlawful. If a director or officer is wholly successful,\non the merits or otherwise, in connection with such proceeding, such indemnification is mandatory.\n\n \n\nCurrently\nwe maintain directors’ and officers’ liability insurance covering our directors and officers against expenses and liabilities\narising from certain actions to which they may become subject by reason of having served in such role.\n\n \n\nAt\npresent, there is no pending litigation or proceeding involving any of our directors, officers, employees or agents where indemnification\nwill be required under Wyoming law. We are not aware of any threatened litigation or preceding that might result in a claim for such\nindemnification.\n\n \n\n34\n\n \n\n \n\nInsofar\nas indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling\npersons pursuant to the provisions described above, or otherwise, we have been advised that in the opinion of the SEC such indemnification\nis against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification\nagainst such liabilities (other than our payment of expenses incurred or paid by our director, officer or controlling person in the successful\ndefense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities\nbeing registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court\nof appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act\nand will be governed by the final adjudication of such issue."}