{"url_path":"/sec/kcrd/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":"2026-05-19","source_url":"https://www.sec.gov/Archives/edgar/data/1696025/0001477932-26-003300-index.html","accession_number":"0001477932-26-003300","cik":"0001696025","ticker":"KCRD","issuer_name":"Kindcard, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1696025/0001477932-26-003300-index.html","primary_entity_key":"0001696025","primary_entity_name":"Kindcard, Inc."},"word_count":1209,"has_tables":true,"body_markdown":"**ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE**\n\n \n\nThe following table sets forth the names and positions of our current executive officers and directors as of May 18, 2026.\n\n \n\n**Name**\n\n \n\n**Age**\n\n \n\n**Position**\n\nMichael Rosen\n\n \n\n58\n\n \n\nChief Executive Officer, President, Chief Financial officer, Secretary, Treasurer, and Chairman of the Board of Directors\n\n \n\n**Background of Executive Officers and Directors**\n\n \n\n**Michael Rosen,***Chief Executive Officer, President, Chief Financial Officer, Treasurer, Secretary, and Chairman of the Board***.**\n\n \n\nMr. Michael Rosen co-founded Acute Management Group in 2012 and has since served as president and its head of B2B Sales & Marketing. Mr. Rosen began his healthcare career with Ambient Healthcare in 2001. He served as Vice-President and shareholder and grew Ambient Healthcare from one location to 24 locations and increased Ambient Healthcare employees from a 12 to over 700. Ambient Healthcare was successfully sold to a private equity fund in 2015. In 2016 Mr. Rosen cofounded Safeway Distributors where he served as Vice President and Head of Distribution. Safeway Distributors was successfully sold in 2020. Mr. Rosen was born in Providence, Rhode Island and studied at the University of Rhode Island.\n\n \n\n**Board Leadership Structure and Role in Risk Oversight**\n\n \n\nOur Board of Directors (“Board”) is primarily responsible for overseeing our risk management processes on behalf of the Company. The Board receives and reviews periodic reports from management, auditors, legal counsel, and others, as considered appropriate regarding our company’s assessment of risks. In addition, the Board focuses on the most significant risks facing our company and our company’s general risk management strategy and also ensures that risks undertaken by our company are consistent with the board’s appetite for risk. While the Board oversees our company’s risk management, management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks facing our company and that our board leadership structure supports this approach.\n\n \n\n**Composition of our Board of Directors**\n\n \n\nOur board of directors currently consists of one member. Our directors hold office until their successors have been elected and qualified or until the earlier of their death, resignation, or removal. There are no family relationships among any of our directors or executive officers.\n\n \n\n*Involvement in Certain Legal Proceedings*\n\n \n\nTo our knowledge, our directors and executive officers have not been involved in any of the following events during the past ten years:\n\n \n\n \n\n1.\n\nany bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;\n\n \n\n \n\n \n\n \n\n2.\n\nany conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);\n\n \n\n \n\n19\n\n*Table of Contents*\n\n \n\n \n\n3.\n\nbeing subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities or to be associated with any person practicing in banking or securities activities;\n\n \n\n \n\n4.\n\nbeing found by a court of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to have violated a Federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;\n\n \n\n \n\n5.\n\nbeing subject of, or a party to, any Federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any Federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or\n\n \n\n \n\n6.\n\nbeing subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.\n\n \n\n**Director Independence**\n\n \n\nOur board of directors is currently composed of one member, Michael Rosen, who does not qualify as an independent director in accordance with the published listing requirements of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us. In addition, our board of directors has not made a subjective determination as to each director that no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our board of directors made these determinations, our board of directors would have reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management.\n\n \n\n**Code of Ethics**\n\n \n\nOur Board plans to adopt a written code of business conduct and ethics (“Code”) that applies to our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing similar functions. We intend to post on our website a current copy of the Code and all disclosures that are required by law in regard to any amendments to, or waivers from, any provision of the Code.\n\n \n\n**Nominating Committee**\n\n \n\nWe have not adopted any procedures by which security holders may recommend nominees to our Board of Directors.\n\n \n\n**Audit Committee**\n\n \n\nThe Board of Directors acts as the Audit Committee and the Board has no separate committees. The Company has no qualified financial expert at this time because it has not been able to hire a qualified candidate. Further, the Company believes that it has inadequate financial resources at this time to hire such an expert.\n\n \n\n \n\n20\n\n*Table of Contents*\n\n \n\n**Indemnification of Directors and Officers**\n\n \n\nOur directors and executive officers are indemnified as provided by Nevada law and our Bylaws. These provisions state that our directors may cause us to indemnify a director or former director against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him as a result of him acting as a director. The indemnification of costs can include an amount paid to settle an action or satisfy a judgment. Such indemnification is at the discretion of our board of directors and is subject to the Securities and Exchange Commission’s policy regarding indemnification.\n\n \n\nInsofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.\n\n \n\n**Potential Conflicts of Interest**\n\n \n\nWe are not aware of any current or potential conflicts of interest with Mr. Rosen, other business interests and his involvement with Kindcard, Inc."}