{"url_path":"/sec/jakk/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":"2026-03-02","source_url":"https://www.sec.gov/Archives/edgar/data/1009829/0001185185-26-000723-index.html","accession_number":"0001185185-26-000723","cik":"0001009829","ticker":"JAKK","issuer_name":"JAKKS PACIFIC INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1009829/0001185185-26-000723-index.html","primary_entity_key":"0001009829","primary_entity_name":"JAKKS PACIFIC INC"},"word_count":4482,"has_tables":true,"body_markdown":"**Item 10. Directors, Executive Officers and Corporate Governance**\n\n \n\n**Directors and Executive Officers**\n\n \n\nOur directors and executive officers are as follows:\n\n \n\n**Name**\n \n**Age**\n \n**Positions with the Company**\n\nStephen G. Berman\n \n61\n \nChairman, Chief Executive Officer, President, Secretary and Class I Director\n\nJohn L. Kimble\n \n56\n \nExecutive Vice President and Chief Financial Officer\n\nNeilwantie Mahabir\n \n61\n \nClass I Director\n\nAlexander Shoghi\n \n44\n \nClass II Director\n\nJonathan R. Liebman\n \n66\n \nClass II Director\n\nJordan Moelis\n \n38\n \nClass II Director\n\nLori MacPherson\n \n58\n \nClass III Director\n\n \n\n*Stephen G. Berman*has been our Chief Operating\nOfficer (until August 23, 2011) and Secretary and one of our directors since co-founding JAKKS in January 1995. From February 17, 2009\nthrough March 31, 2010 he was also our Co-Chief Executive Officer and has been our Chief Executive Officer since April 1, 2010. Since\nJanuary 1, 1999, he has also served as our President, and since October 23, 2015 he has also served as our Chairman. From the Company’s\ninception until December 31, 1998, Mr. Berman was also our Executive Vice President. From October 1991 to August 1995, Mr. Berman was\na Vice President and Managing Director of THQ International, Inc., a subsidiary of THQ. From 1988 to 1991, he was President and an owner\nof Balanced Approach, Inc., a distributor of personal fitness products and services.\n\n \n\n*Neilwantie Mahabir,*has been a Director\nsince December 6, 2024. Ms. Mahabir is Chief Executive Officer of LaRose Industries LLC, which manufactures toy, activity, art and stationery\nproducts including under the brands RoseArt and Cra-Z-Art. From 2006 until 2008 she was Chief Operating Officer of Barton’s Confectionary,\nwhich manufactured chocolate products. Ms. Mahabir joined RoseArt Industries, Corp, a toy and stationery company, in 1988 as a customer\nservice manager, then became head of sales and marketing, and was appointed executive vice president of RoseArt Industries in 2000. She\nserved in that capacity until RoseArt Industries’ sale in 2005 and joined LaRose Industries on its formation in 2008. She graduated\nfrom the New Amsterdam Multilateral School in Guyana, South America and received a Bachelor of Business Administration from the American\nBusiness Institute.\n\n \n\n*Alexander Shoghi* has been a Director since\nDecember 18, 2015. Mr. Shoghi is a Portfolio Manager at Oasis Management, a private investment management firm headquartered in Hong\nKong. Mr. Shoghi joined Oasis in 2005, first based in Hong Kong, and subsequently relocating to the U.S. as the founder and manager of\nOasis Capital in Austin, Texas in early 2012. From 2004 to 2005, Mr. Shoghi worked at Lehman Brothers in New York City. Mr. Shoghi holds\na Bachelor of Science of Business Administration in Finance and International Business degree from Georgetown University.\n\n \n\n*Jonathan R. Liebman* has been a Director\nsince June 20, 2025. Mr. Liebman is the co-CEO and chair of Los Angeles, CA-based production and management company Brillstein Entertainment\nPartners, and is also part of the leadership team at Los Angeles, CA-based talent representation and marketing firm Wasserman Media Group\nLLC. After he graduated with a BA in history, summa cum laude, from Yale University in 1981, and a JD from Yale Law School in 1985, Mr.\nLiebman served as a law clerk for Judge Leonard B. Sand in the U.S. District Court for the Southern District of New York, from 1986 to\n1987. He then served as an attorney in the office of the U.S. Attorney for the Southern District of New York, ending as deputy chief\nof the Criminal Division. In 1992 he became a partner in the law firm of Parcher & Hayes, PC, until 1998 when he joined the predecessor\nof Brillstein Entertainment Partners.\n\n \n\n *Jordan Moelis* has been a Director\nsince June 20, 2025. Mr. Moelis is the Managing Partner of Deep Field Asset Management LLC, a private investment firm he founded in 2014.\nAdditionally, he is Co-President of Brindle Capital LLC. Previously, from 2010-2014 he was a Research Analyst at Serengeti Asset Management\nLP, a multi-strategy investment firm. Mr. Moelis attended the Wharton School at the University of Pennsylvania where he received a Bachelor\nof Science in Economics summa cum laude before receiving his M.B.A. from the same school.\n\n \n\n73\n\n[Table of Contents](#TableOfContents) \n\n \n\n*Lori MacPherson*has been a Director since\nSeptember 27, 2021. Ms. MacPherson was an entertainment and consumer products executive with over two decades of experience at the Walt\nDisney Company, a multinational media and entertainment conglomerate. From 2010-2014 she served as Executive Vice President, Global Product\nManagement for The Walt Disney Studios. Prior thereto she was Executive Vice President and General Manager of the global Walt Disney\nStudios Home Entertainment division (2009-2010), Senior Vice President and General Manager of Walt Disney Studios Home Entertainment\nNorth America (2006-2009) and held a variety of senior Marketing and Product Management positions (1991-2006). Ms. MacPherson currently\nsits of the Board of Trustees at Polytechnic School in Pasadena, California. She holds a Bachelor of Arts degree in French Literature\nfrom Pomona College.\n\n \n\n**Classification of Directors**\n\n \n\nIn November 2019, our stockholders approved the\nCompany’s Amended and Restated Certificate of Incorporation, which divided the Board of Directors into three classes, as nearly\nequal in number as possible with one class standing for election each year for a three-year term. At our 2020 Annual Meeting we elected\ndirectors pursuant to a class system, directors in Class I were elected to a one-year term and directors in Class II were elected to\na two-year term. The directors in Class III were initially designated and identified in the Certificate of Designations with their initial\nterms expiring at the annual meeting of our stockholders to be held in 2023, and thereafter the directors in Class III were to be elected\nto a three-year term solely by the holders of our Series A Senior Preferred Stock and the common stockholders had no right to vote with\nrespect to the election of such Class III directors. However, pursuant to the terms of an agreement entered into as of August 3, 2022\nbetween us and the holders of our Series A Preferred Stock, special rights granted to the preferred holders with respect to the election\nand/or nomination of certain directors have been terminated and the election of all of our directors are now voted on solely by our common\nstockholders. At each Annual Meeting of Stockholders following the 2020 Annual Meeting the successors of the class of directors whose\nterm expires shall be elected to hold office for a term expiring at the Annual Meeting of Stockholders to be held in the third year following\nthe year of their election, with each director in each such class to hold office until his or her successor is duly elected and qualified.\n\n \n\nMr. Berman and Ms. Mahabir are Class I Directors;\nMessrs. Shoghi, Liebman, and Moelis are Class II Directors; and Ms. MacPherson is a Class III Director.\n\n \n\n**Qualifications for All Directors**\n\n \n\nIn considering potential candidates for election\nto the Board, the Nominating Committee observes the following guidelines, among other considerations: (i) the Board must include a majority\nof independent directors; (ii) each candidate shall be selected without regard to age, sex, race, religion or national origin; (iii)\neach candidate should have the highest level of personal and professional ethics and integrity and have the ability to work well with\nothers; (iv) each candidate should only be involved in activities or interests that do not conflict or interfere with the proper performance\nof the responsibilities of a director; (v) each candidate should possess substantial and significant experience that would be of particular\nimportance to the Company in the performance of the duties of a director; and (vi) each candidate should have sufficient time available,\nand a willingness to devote the necessary time, to the affairs of the Company in order to carry out the responsibilities of a director,\nincluding, without limitation, consistent attendance at board and committee meetings and advance review of board and committee materials.\nThe Chief Executive Officer will then interview such candidate. The Nominating Committee then determines whether to recommend to the\nBoard that a candidate be nominated for approval by the Company’s stockholders. The manner in which the Nominating Committee evaluates\na potential candidate does not differ based on whether the candidate is recommended by a stockholder of the Company. With respect to\nnominating existing directors, the Nominating Committee reviews relevant information available to it, including the most recent individual\ndirector evaluations for such candidates, the number of meetings attended, his or her level of participation, biographical information,\nprofessional qualifications and overall contributions to the Company.\n\n \n\n74\n\n[Table of Contents](#TableOfContents) \n\n \n\nThe Board does not have a specific diversity policy,\nbut considers diversity of race, ethnicity, gender, age, cultural background and professional experiences in evaluating candidates for\nboard membership. However, California law required that by the end of 2021 California-headquartered public companies with a board of\ndirectors the size of the Company have at least three female directors on its board and at least one director on its board who is from\nan underrepresented community, defined as “an individual who self identifies as Black, African American, Hispanic, Latino, Asian,\nPacific Islander, Native American, Native Hawaiian, or Alaska Native, or who self identifies as gay, lesbian, bisexual, or transgender.”\nIn the event the size of the Company’s board remains the same, the law mandated that by the end of calendar 2022 the number of\ndirectors from underrepresented communities on the Company’s board be increased to have at least two directors from underrepresented\ncommunities. Nasdaq has also adopted board diversity requirements, but the Company believes that by complying with the California diversity\nrequirements it will be in compliance with the Nasdaq requirements. The California diversity requirements have been found unconstitutional\nand are not currently applicable. The Company’s board is currently in compliance with all applicable diversity requirements.\n\n \n\nThe Board has identified the following qualifications,\nattributes, experience and skills that are important to be represented on the Board as a whole: (i) management, leadership and strategic\nvision; (ii) financial expertise; (iii) marketing and consumer experience; and (iv) capital management.\n\n \n\nThe Board has determined that five of six directors\nwho serve on the Board as of the date hereof (Messrs. Shoghi, Liebman, Moelis and Ms. MacPherson and Ms. Mahabir) are “independent,”\nas defined under the applicable rules of Nasdaq. In making this determination, the Board or the Nominating Committee, as applicable,\nconsidered the standards of independence under the applicable rules of Nasdaq and all relevant facts and circumstances (including, without\nlimitation, commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships) to ascertain whether\nany such person had a relationship that, in its opinion, would interfere with the exercise of independent judgment in carrying out the\nresponsibilities of a director.\n\n \n\nOur directors serve in accordance with the Third\nAmended and Restated By-laws (as amended to date) until their respective successors are elected and qualified or until their earlier death,\ndisability, retirement, resignation or removal. Our officers are elected annually by the Board and serve at its discretion. Our current\nindependent directors were selected for their financial management expertise (Messrs. Shoghi and Moelis) and general business and industry-specific\nexperience (Mr. Liebman, Ms. MacPherson and Ms. Mahabir). We believe that the Board is best served by benefiting from this blend of business\nand financial expertise and experience. Our remaining director is our Chief Executive Officer (Mr. Berman), who contributes his general\nbusiness and industry specific experience to the Board.\n\n \n\n75\n\n[Table of Contents](#TableOfContents) \n\n \n\n**Committees of the Board of Directors**\n\n \n\nWe have an Audit Committee, a Compensation Committee\nand a Nominating Committee. In August 2019 the Capital Allocation Committee, which was established as a standing committee in February\n2016, was dissolved. In the first quarter of 2024 we formed a Cybersecurity Oversight Committee.\n\n \n\n*Audit Committee*. In addition to risk management\nfunctions, the primary functions of the Audit Committee are to select or to recommend to the Board the selection of outside auditors;\nto monitor our relationships with our outside auditors and their interaction with our management in order to ensure their independence\nand objectivity; to review and assess the scope and quality of our outside auditor’s services, including the audit of our annual\nfinancial statements; to review our financial management and accounting procedures; to review our financial statements with our management\nand outside auditors; and to review the adequacy of our system of internal accounting controls. Effective as of their respective dates\nof appointment to the Board, Messrs. Shoghi (Chair) and Liebman and Ms. Mahabir are the members of the Audit Committee. Each member of\nthe Audit Committee is “independent” (as defined in NASD Rule 4200(a)(14)) and able to read and understand fundamental financial\nstatements. Mr. Shoghi, our audit committee financial expert, possesses the financial expertise required under Rule 401(h) of Regulation\nS-K under the Securities Act of 1933, as amended (the “Securities Act”), and NASD Rule 4350(d)(2) as a result of his experience\nas a portfolio manager at Oasis Management. He is further “independent” as defined under Item 7(d)(3)(iv) of Schedule 14A\nunder the Exchange Act. We will, in the future, continue to have (i) an Audit Committee of at least three members comprised solely of\nindependent directors, each of whom will be able to read and understand fundamental financial statements (or will become able to do so\nwithin a reasonable period of time after his or her appointment); and (ii) at least one member of the Audit Committee who will possess\nthe financial expertise required under NASD Rule 4350(d)(2). The Board has adopted a written charter for the Audit Committee, which reviews\nand reassesses the adequacy of that charter on an annual basis. The full text of the charter is available on our website at www.jakks.com.\n\n \n\n*Compensation Committee*. In addition to risk\noversight functions, the Compensation Committee makes recommendations to the Board regarding compensation of management employees and\nadministers plans and programs relating to employee benefits, incentives, compensation and awards under the 2002 Stock Award and Incentive\nPlan (the “2002 Plan”). Messrs. Shoghi (Chair) and Ms. MacPherson are the members of the Compensation Committee. The Board\nhas determined that each of them is “independent,” as defined under the applicable rules of Nasdaq. A copy of the Compensation\nCommittee’s Charter is available on our website at www.jakks.com. Executive officers that are members of the Board make recommendations\nto the Compensation Committee with respect to the compensation of other executive officers who are not on the Board. Except as otherwise\nprohibited, the Compensation Committee may delegate its responsibilities to subcommittees or individuals. The Compensation Committee has\nthe authority, in its sole discretion, to retain or obtain advice from a compensation consultant, legal counsel or other advisor and is\ndirectly responsible for the appointment, compensation and oversight of such persons. The Company provides the appropriate funding to\nsuch persons as determined by the Compensation Committee, which also conducts an independent assessment of its outside advisors using\nthe six factors contained in Exchange Act Rule 10C-1. The Compensation Committee receives legal advice from our outside general counsel\nand has retained Willis Towers Watson and Lipis Consulting, Inc, compensation consulting firms, to directly advise the Compensation Committee\nfrom time to time. Frederic W. Cook & Co., a compensation consulting firm, was consulted during 2023 and 2024.\n\n \n\nThe Compensation Committee also annually reviews the\noverall company performance, achievement of in-year financial targets and multi-year non-financial goals in conjunction with the compensation\nof our executive officers to determine whether discretionary bonuses should be granted. In 2025, Frederic W. Cook & Co. presented\na report to the Compensation Committee comparing our size and executive compensation structure to those of peer group companies in related\nindustries. Frederic W. Cook & Co. also benchmarked and reviewed with the Compensation Committee the non-employee director cash and\nnon-cash compensation.\n\n \n\n*Nominating Committee*. In addition to risk\noversight functions, the Nominating Committee develops our corporate governance system and reviews proposed new members of the Board,\nincluding those recommended by our stockholders. Ms. Mahabir (Chair) and Mr. Liebman are the members of the Nominating Committee, which\noperates pursuant to a written charter adopted by the Board, the full text of which is available on our website at www.jakks.com. The\nBoard has determined that each member of the Nominating Committee is “independent,” as defined under the applicable rules\nof Nasdaq.\n\n \n\n76\n\n[Table of Contents](#TableOfContents) \n\n \n\nThe Nominating Committee will annually review\nthe composition of the Board and the ability of its current members to continue effectively as directors for the upcoming fiscal year.\nThe Nominating Committee established the position of Chairman of the Board in 2015. In the ordinary course, absent special circumstances\nor a change in the criteria for Board membership, the Nominating Committee will re-nominate incumbent directors who continue to be qualified\nfor Board service and are willing to continue as directors. If the Nominating Committee thinks it is in the Company’s best interests\nto nominate a new individual for director in connection with an annual meeting of stockholders, or if a vacancy on the Board occurs between\nannual stockholder meetings or an incumbent director chooses not to run, the Nominating Committee will seek out potential candidates\nfor Board appointment who meet the criteria for selection as a nominee and have the specific qualities or skills being sought. Director\ncandidates will be selected based on input from members of the Board, our senior management and, if the Nominating Committee deems appropriate,\na third-party search firm. The Nominating Committee will evaluate each candidate’s qualifications and check relevant references,\nand each candidate will be interviewed by at least one member of the Nominating Committee. Candidates meriting serious consideration\nwill meet with members of the Board. Based on this input, the Nominating Committee will evaluate whether a prospective candidate is qualified\nto serve as a director and whether the Nominating Committee should recommend to the Board that this candidate be appointed to fill a\ncurrent vacancy on the Board, or be presented for the approval of the stockholders, as appropriate.\n\n \n\nStockholder recommendations for director nominees\nare welcome and should be sent to our Chief Financial Officer, who will forward such recommendations to the Nominating Committee, and\nshould include the following information: (a) all information relating to each nominee that is required to be disclosed pursuant to Regulation\n14A under the Exchange Act (including such person’s written consent to being named in the proxy statement as a nominee and to serving\nas a director if elected); (b) the names and addresses of the stockholders making the nomination and the number of shares of Common Stock\nwhich are owned beneficially and of record by such stockholders; and (c) appropriate biographical information and a statement as to the\nqualification of each nominee, all of which must be submitted in the time frame described under the appropriate caption in our proxy\nstatement. The Nominating Committee will evaluate candidates recommended by stockholders in the same manner as candidates recommended\nby other sources, using additional criteria, if any, approved by the Board from time to time. Our stockholder communication policy may\nbe amended at any time with the Nominating Committee’s consent.\n\n \n\nPursuant to the Director Resignation Policy adopted\nby the Board following our 2014 Annual Meeting of Stockholders, if a nominee for director in an uncontested election receives less than\na majority of the votes cast, the director must submit his resignation to the Board. The Nominating Committee then considers such resignation\nand makes a recommendation to the Board concerning the acceptance or rejection of such resignation. This procedure was implemented following\nour 2016 Annual Meeting of Stockholders.\n\n \n\n*Cybersecurity Oversight Committee.* The\nCybersecurity Oversight Committee is responsible for oversight of our risk assessment, risk management, disaster recovery procedures\nand cybersecurity risks and the processes and procedures related to, and stemming from, cyber-related issues. It is anticipated that\nthe Committee will meet with management and outside cybersecurity experts to discuss cybersecurity-related news events and discuss any\nupdates to our cybersecurity risk management and strategy programs. Ms. MacPherson (Chair) and Mr. Moelis are the members of the Committee.\nThe Board has determined that each of them is “independent,” as defined under the applicable rules of Nasdaq.\n\n \n\n*Special Committees.* In addition to the\nabove-described standing committees, the Board establishes special committees as it deems warranted.\n\n \n\n77\n\n[Table of Contents](#TableOfContents) \n\n \n\n**Executive Officers**\n\n \n\nOur executive officers are elected by our Board\nof Directors and serve pursuant to the terms of their respective employment agreements. One of our executive officers, Stephen G. Berman,\nis also a Director of the Company. See above for biographical information about this officer. The other current executive officer is\nJohn L. Kimble, our Executive Vice President and Chief Financial Officer.\n\n \n\nJohn L. Kimble became our Executive Vice President\nand Chief Financial Officer on November 20, 2019. Mr. Kimble worked for over 12 years at various positions at The Walt Disney Company,\nultimately as VP of Finance, Strategy, Operations and Business Development. More recently, Mr. Kimble spent six years at Mattel, Inc.\nwhere he served in various positions and concluded his career there as VP/Head of Corporate Development - Licensing Acquisitions - M&A.\nIn between his service at Disney and Mattel, he spent two years as an entrepreneur at a start-up mobile gaming company. He began his career\nas a consultant for Mars & Co., a global strategy consulting firm. Mr. Kimble received his Bachelor’s Degree in Management Science,\nConcentration in Finance, Minor in Economics from the Sloan School, Massachusetts Institute of Technology (M.I.T.) and has a Master of\nBusiness Administration (MBA) from the Wharton School of the University of Pennsylvania.\n\n  \n\n**Section 16(a) Beneficial Ownership Reporting Compliance**\n\n \n\nBased solely upon a review of Forms 3, 4 and 5\nand amendments thereto furnished to us during and for 2025, all Forms 3, 4 and 5 required to be filed during 2025 by our directors and\nexecutive officers were timely filed, except that the new directors filed their Forms 3 late, each director filed a Form 4 one day late\nand each executive officer filed a Form 4 two days late.\n\n \n\n**Stockholder Communications**\n\n \n\nStockholders interested in communicating with\nthe Board may do so by writing to any or all directors, care of our Chief Financial Officer, at our principal executive offices. Our\nChief Financial Officer will log in all stockholder correspondence and forward to the director addressee(s) all communications that,\nin his judgment, are appropriate for consideration by the directors. Any director may review the correspondence log and request copies\nof any correspondence. Examples of communications that would be considered inappropriate for consideration by the directors include,\nbut are not limited to, commercial solicitations, trivial, obscene, or profane items, administrative matters, ordinary business matters,\nor personal grievances. Correspondence that is not appropriate for Board review will be handled by our Chief Financial Officer. All appropriate\nmatters pertaining to accounting or internal controls will be brought promptly to the attention of our Audit Committee Chair.\n\n \n\nStockholder recommendations for director nominees are\nwelcome and should be sent to our Chief Financial Officer, who will forward such recommendations to the Nominating Committee, and should\ninclude the following information: (a) all information relating to each nominee that is required to be disclosed pursuant to Regulation\n14A under the Exchange Act (including such person’s written consent to being named in the proxy statement as a nominee and to serving\nas a director if elected); (b) the names and addresses of the stockholders making the nomination and the number of shares of Common Stock\nwhich are owned beneficially and of record by such stockholders; and (c) appropriate biographical information and a statement as to the\nqualification of each nominee, and must be submitted in the time frame described under the caption, “Stockholder Proposals for 2026\nAnnual Meeting,” in our Proxy Statement for the 2025 Annual Meeting. The Nominating Committee will evaluate candidates recommended\nby stockholders in the same manner as candidates recommended by other sources, using additional criteria, if any, approved by the Board\nfrom time to time. Our stockholder communication policy may be amended at any time with the consent of the Nominating Committee.\n\n \n\n**Code of Ethics**\n\n \n\nWe have a Code of Ethics (which we call a Code\nof Conduct) that applies to all our employees, officers and directors. This Code was filed as an exhibit to our Annual Report on Form\n10-K for the fiscal year ended December 31, 2003. During 2023 the Code was updated and we have posted on our website, www.jakks.com,\nthe full text of such updated Code. We will disclose when there have been waivers of, or amendments to, such Code, as required by the\nrules and regulations promulgated by the SEC and/or Nasdaq.\n\n \n\nPursuant to our Code of Conduct, all of our employees\nare required to disclose to our General Counsel, the Board or any committee established by the Board to receive such information, any\nmaterial transaction or relationship that reasonably could be expected to give rise to actual or apparent conflicts of interest between\nany of them, personally, and the Company. Our Code of Conduct also directs all employees to avoid any self-interested transactions without\nfull disclosure. This policy, which applies to all of our employees, is reiterated in our Employee Handbook which states that a violation\nof this policy could be grounds for termination. In approving or rejecting a proposed transaction, our General Counsel, the Board or\na designated committee of the Board will consider the facts and circumstances available and deemed relevant, including, but not limited\nto, the risks, costs and benefits to us, the terms of the transactions, the availability of other sources for comparable services or\nproducts, and, if applicable, the impact on director independence. Upon concluding their review, they will only approve those agreements\nthat, in light of known circumstances, are in or are not inconsistent with, our best interests, as they determine in good faith.\n\n \n\n78\n\n[Table of Contents](#TableOfContents) \n\n** **\n\n**Compensation Committee Interlocks and Insider Participation**\n\n \n\nNo member of the Compensation Committee during\nthe last fiscal year was or previously had been an executive officer or employee of ours or was party to any related person transaction\nwithin the meaning of Item 404 of Regulation S-K under the Securities Act. None of our executive officers has served as a director or\nmember of a compensation committee (or other board committee performing equivalent functions) of any other entity, one of whose executive\nofficers served as a director or a member of the Compensation Committee.\n\n \n\n**Insider Trading Policy**\n\n** **\n\nThe Company has adopted a Securities Trading and\nInsider Information Policy which governs the purchase, sale, and/or other dispositions of the Company’s securities by directors,\nofficers and employees, that are reasonably designed to promote compliance with insider trading laws. In addition, the Policy also prohibits\nexecutive officers and members of the Company’s Board of Directors and their family members from buying or selling market options\nor other exchange-traded derivative securities related to the Company and from engaging in short sales of securities of the Company. A\ncopy of the policy was filed as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024."}