{"url_path":"/sec/mgti/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":"2026-03-17","source_url":"https://www.sec.gov/Archives/edgar/data/1001601/0001493152-26-010453-index.html","accession_number":"0001493152-26-010453","cik":"0001001601","ticker":"MGTI","issuer_name":"MGT CAPITAL INVESTMENTS, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1001601/0001493152-26-010453-index.html","primary_entity_key":"0001001601","primary_entity_name":"MGT CAPITAL INVESTMENTS, INC."},"word_count":1100,"has_tables":true,"body_markdown":"**Item\n10. Directors, Executive Officers and Corporate Governance**\n\n \n\n**Name**\n \n**Age**\n \n**Position**\n\nJonathan\nM. Pfohl\n \n59\n \nInterim\nChief Executive Officer, Chief Financial Officer\n\n \n \n \n \n \n\nMichael\nG. Onghai\n \n55\n \nChairman\nof the Audit Committee, Compensation Committee and Nominating/Corporate Governance Committee Member, Independent Director\n\n \n\nDirectors\nare elected based on experience, qualifications and in accordance with the Company’s by–laws to serve until the next annual\nstockholders meeting and until their successors are elected in their stead. Officers are appointed by the Board and hold office until\ntheir successors are chosen and qualified, until their death or until they resign or have been removed from office. All corporate officers\nserve at the discretion of the Board. There are no family relationships between any director or executive officer and any other director\nor executive officer of the Company.\n\n \n\n**Jonathan\nM. Pfohl** was appointed Chief Financial Officer of the Company on June 1, 2025 and assumed the additional role of Interim Chief Executive\nOfficer in August 2025. Since 2024, Mr. Pfohl, age 59, has served as the principal of VC Partners Group LLC, a CFO advisory service to\ncompanies in early-stage growth and later-stage restructuring. From 2018-2024 he served as the CFO of Virtual Currency Partners LLC,\na venture capital group. From 2019-2022 he served as CFO of Liquid Financial USA, Inc, an early-stage cryptocurrency exchange. From 2013-2018\nhe served as CFO of Scio Diamond Technology Corp (OTC:SCIO) He received his BS and MBA from the State University of New York at Buffalo.\n\n \n\n**Michael\nG. Onghai** was appointed director in May 2012. Mr. Onghai, age 55, has been the CEO of LookSmart (OTC: LKST), since February 2013.\nHe has been the founder and Chairman of AppAddictive, an advertising and social commerce platform since July 2011. Mr. Onghai is the\nPresident of Snowy August Management LLC, a special situations fund concentrating on the Asian market, spinoffs and event–driven\nsituations. Mr. Onghai is the founder of Stock Sheet, Inc., and Daily Stocks, Inc. – the web’s early providers of financial\ninformation and search engine related content for financial information. Mr. Onghai has founded several other internet technology companies\nfor the last two decades. Mr. Onghai is an advisor to several internet incubators and is a panelist who advises FundersClub on which\ncompanies to accept for its pioneering venture capital platform. Mr. Onghai has earned his designation as a Chartered Financial Analyst\n(2006) and holds a B.S. in Electrical Engineering and Computer Science from the University of California, Los Angeles and graduated from\nthe Executive Management Certificate Program in Value Investing (The Heilbrunn Center for Graham & Dodd Investing) Graduate School\nof Business at Columbia Business School. The Board believes that Mr. Onghai has the experience, qualifications, attributes and skills\nnecessary to serve as a director and chairman of the Audit Committee because of his years of business experience and financial expertise.\n\n \n\n**Paul\nR. Taylor** was appointed Interim Principal Executive Officer and Interim Principal Financial Officer of the Company on September 2,\n2024 and served until his resignation in June 2025.\n\n \n\n**Family\nRelationships**\n\n \n\nThere\nare no family relationships among any of the Company’s directors and executive officers.\n\n \n\n**Board\nRole in Risk Oversight**\n\n \n\nThe\nBoard’s primary function is one of oversight. The Board as a whole works with the Company’s management team to promote and\ncultivate a corporate environment that incorporates enterprise-wide risk management into strategy and operations. Management periodically\nreports to the Board about the identification, assessment and management of critical risks and management’s risk mitigation strategies.\nEach committee of the Board is responsible for the evaluation of elements of risk management based on the committee’s expertise\nand applicable regulatory requirements. In evaluating risk, the Board and its committees consider whether the Company’s programs\nadequately identify material risks in a timely manner and implement appropriately responsive risk management strategies throughout the\norganization. The audit committee focuses on assessing and mitigating financial risk, including risk related to internal controls, and\nreceives at least quarterly reports from management on identified risk areas. In setting compensation, the compensation committee strives\nto create incentives that encourage behavior consistent with the Company’s business strategy, without encouraging undue risk-taking.\nThe nominating committee considers areas of potential risk within corporate governance and compliance, such as management succession.\nEach of the committees reports regularly to the Board as a whole as to their findings with respect to the risks they are charged with\nassessing.\n\n \n\n**Code\nof Business Conduct and Ethics**\n\n \n\nOn\nJuly 11, 2018, the Board revised the Code of Business Conduct and Ethics which applies to all directors and employees including the Company’s\nprincipal executive officer, principal financial officer and principal accounting officer or persons performing similar functions. Prior\nto July 11, 2018, the Company’s employees and directors were subject to the previous Code of Ethics adopted by the Board on June\n25, 2012.\n\n \n\nCopies\nof the Code of Business Conduct and Ethics can be obtained without charge by writing to the Corporate Secretary at MGT Capital Investments,\nInc., 540 Montreal Ave, Suite 133, Melbourne, FL 32935, or through our corporate website at mgtci.com.\n\n \n\n**Insider\nTrading Policy**\n\n \n\nThe\nCompany has implemented an Insider Trading Policy applicable to its officers, directors and employees with access to material nonpublic\ninformation, as well as such persons’ family members, which prohibits such persons from conducting transactions involving the purchase\nor sale of the Company’s securities while in possession of material nonpublic information. A copy of the Company’s Insider\nTrading Policy is filed as Exhibit 19.1 of this Report.\n\n \n\nWhile\nthe granting of options and other equity awards to officers, directors and other employees is not expressly addressed in the Insider\nTrading Policy described above, the Company follows the same principles set forth in such Policy when granting equity awards, including\noptions, to its officers, directors and other employees with access to material nonpublic information. Generally, the Board or Compensation\nCommittee does not approve grants of such awards close in time to the disclosure of material nonpublic information and does not take\nmaterial nonpublic information into account when determining the timing and terms of such an award. Further, the Company does not have\na policy or practice of timing the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.\n\n \n\n18\n\n \n\n \n\n**Audit\nCommittee and Audit Committee Financial Expert**\n\n \n\nOn\nNovember 25, 2004, the Board established an Audit Committee to carry out its audit functions. At December 31, 2025, the membership of\nthe Audit Committee was Michael Onghai.\n\n \n\nThe\nBoard has determined that Michael G. Onghai, an independent director, is the Audit Committee financial expert, as defined in Regulation\nS–K promulgated under the Exchange Act, serving on its A"}