{"url_path":"/sec/modd/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":"2026-06-29","source_url":"https://www.sec.gov/Archives/edgar/data/1074871/0001213900-26-073223-index.html","accession_number":"0001213900-26-073223","cik":"0001074871","ticker":"MODD","issuer_name":"Modular Medical, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1074871/0001213900-26-073223-index.html","primary_entity_key":"0001074871","primary_entity_name":"Modular Medical, Inc."},"word_count":4644,"has_tables":true,"body_markdown":"ITEM\n10: DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE\n\n \n\nThe\nnames of our directors, executive officers and certain information about each of them are set forth below.\n\n \n\nName\n \nAge\n \nPosition\n\nJames\nBesser\n \n50\n \nChief\nExecutive Officer\n\nPaul\nDiPerna\n \n67\n \nPresident,\nChief Financial Officer, Treasurer and Chairman of the Board of Directors\n\nKevin\nSchmid\n \n67\n \nChief\nOperating Officer\n\nDuane\nDeSisto(1)\n \n71\n \nDirector\n\nSteven\nFelsher(2)(3)\n \n77\n \nDirector\n\nMorgan\nC. Frank\n \n54\n \nDirector\n\nJeffrey\nGoldberg(1) (3)\n \n60\n \nDirector\n\nPhilip\nSheibley(2)(3)\n \n67\n \nDirector\n\nCarmen\nVolkart(1)(2)\n \n65\n \nDirector\n\nEllen\nO’Connor Vos\n \n70\n \nDirector\n\n \n\n \n\n(1)Member\nof Compensation Committee\n\n(2)Member\nof Audit Committee\n\n(3)Member\nof Nominating and Governance Committee\n\n \n\nThere\nare no family relationships among any of our directors or executive officers.\n\n \n\nThe\nprincipal occupations and positions for at least the past five years of our directors and executive officers are described below.\n\n* *\n\n*James\n“Jeb” Besser.* Mr. Besser has served as our chief executive officer since February 2022 and combines over 25 years of\nexperience in alternative investments, strategic advisory, corporate strategy and corporate governance. Since 1999, he has been a managing\nmember at Manchester Management Company, LLC (“Manchester”), an investment management firm. Mr. Besser is also currently\na director of River Stone Biotech, a development stage specialty bioprocessing company. He holds a B.A. in history from Brown University.\nWe believe that Mr. Besser is qualified to serve as member of our board of directors due to his extensive prior experience conducting\nfinancial analysis of public companies (certain of which were in the development stage), including such public companies’ management\nteams, products, including products in the development stage, the potential markets for such products and other factors that could affect\nthe likelihood and timing of success and market penetration of such entities’ products as well as his capital raising activities.\nWe believe this provides us with valuable insights into the financial markets and investment criteria of institutional and other investors\nas well as capital raising activities.\n\n* *\n\n*Paul\nDiPerna.* Mr. DiPerna has been our chairman, chief financial officer, president and treasurer since we acquired Quasuras, Inc.\n(“Quasuras”) in July 2017. He also served as our chief executive officer from July 2017 until August 2021, and as our\nSecretary from July 2017 to October 2021. In 2015, he founded Quasuras, an early-stage medical device company developing an insulin\npump product, and, until its acquisition by us, he served as its chief executive officer and chairman. Prior to that, Mr. DiPerna\nfounded Fuel Source Partners, LLC to incubate early stage medical device products and accumulate technical talent. Our current pump\nproduct was one of such proposed products and was spun-out to Quasuras in 2015. From 2012 to 2015, he served as a co-inventor at a\nprivate company with property rights in a medical device used for blood borne infection control called the Curos Cap, which was\nacquired by 3M Corporation. In 2003, Mr. DiPerna founded Tandem Diabetes Care, Inc. (“Tandem”) and held various\npositions, including as director, chief executive officer and chief technology officer and was primarily responsible for the design\nconcept and development of Tandem’s initial insulin pump. Prior to that, he held executive and management positions at Baxter\nHealthcare Corporation (“Baxter”) where he was tasked with identifying synergistic opportunities in the diabetes\nindustry. As a result, Mr. DiPerna developed substantial expertise and knowledge in the diabetes industry and led attempts by Baxter\nto acquire three insulin pump manufacturers. Previously, he held mechanical design engineering positions in the automated test\nequipment and blood separation sciences industries. Mr. DiPerna holds approximately 70 patents in medical device and microfluidic\ntechnology and has achieved numerous product clearances with the FDA. He has also achieved multiple successful exits with previous\ncompanies. Mr. DiPerna received a Masters in Engineering Management from Northeastern University and a B.S. in Mechanical\nEngineering from the University of Massachusetts and has spent over 35 years in the medical-device industry. We believe that Mr.\nDiPerna is qualified to serve as the chairman of our board of directors due to his extensive knowledge and experience in the\nmedical-device industry generally, and, in particular, with regard to insulin pumps and the diabetes industry, as well as his\nmanagement and leadership experience from holding director and senior executive positions in other public and private companies and\nleading project development teams of medical device companies.\n\n* *\n\n**\n\n48 \n\n \n\n* *\n\n*Kevin\nSchmid.* Mr. Schmid has served as our chief operating officer since July 2022. He has over 19 years of experience in medical device\nsenior management and high-volume global manufacturing operations. He served as a consultant to the Company from March 2022 until his\nhire date. Mr. Schmid served as a member of the board of directors of Eitan Medical, an Israel based provider of connected infusion and\nwearable drug delivery solutions, from 2018 to 2022. From 2018 through June 2021, he served as the chief executive officer and a board\nmember of Common Sensing, Inc., a disposable injector pen dose monitoring and reporting technology company. From 2016 to 2017, Mr. Schmid\nwas vice president of drug delivery systems for the Stevanato Group, a provider of innovative packaging and drug delivery solutions for\nthe pharmaceutical industry. From 2003 to 2015, Mr. Schmid was vice president of manufacturing, operations, and drug delivery systems\nfor Insulet Corporation. He has a BSME degree from Clarkson University and an MBA from Sacred Heart University.\n\n* *\n\n*Duane\nDeSisto.* Mr. DeSisto was appointed to our board of directors in July 2023. He has over 45 years of progressive management experience\nand over 25 years of experience in the medical device industry as a member of senior management and as a board member at multiple public\ncompanies. Currently retired, he previously served as the chief executive officer of Insulet Corporation (“Insulet”), manufacturer\nof the world’s first patch insulin pump, from 2003 to 2014. Prior to 2001, he held executive positions with Paper Exchange, an\ne-business solution for the pulp and paper industry, AAI-Foster Grant, a sunglass and eyeglass provider to point-of-purchase retail,\nand Zoll Medical, a defibrillator manufacturer. He has an undergraduate degree from Providence College and a masters of business administration\ndegree from Bryant University. We believe that Mr. DeSisto is qualified to serve on our board of directors because of his extensive background\nin operational leadership and commercialization of advanced medical devices and therapies, including insulin pumps. In addition, he has\nserved as an executive officer and member of the board of directors at multiple public companies.\n\n* *\n\n*Steven\nFelsher.* Mr. Felsher was appointed to our board of directors in November 2021. Mr. Felsher is an experienced executive with respect\nto finance, administration, governance and other aspects of public and private company management. He served as a member of the board\nof directors of Signal Hill Acquisition Corp., a special purpose acquisition company, from March 2021 to February 2023. From August 2018\nto July 2020, he served as a member of the board of directors of Sito Mobile, Inc., a publicly-traded company that provided customized,\ndata-driven solutions for brands spanning all forms of media. From January 2011 to June 2019, Mr. Felsher was a senior advisor at Quadrangle\nGroup LLC, a private investment firm focused on the information and communications technology sectors. Currently retired, he spent a\nsubstantial portion of his career with Grey Global Group Inc., a global marketing services company, where he served as a senior executive\nfrom 1979 until 2007, most recently as vice chairman and chief financial officer. He holds a BA in classical Greek from Dickinson College\nand a J.D. from Yale University School of Law. We believe that Mr. Felsher is qualified to serve on our board of directors because of\nhis extensive business experience with administration, governance, capital allocation and other aspects of public and private company\nmanagement.\n\n* *\n\n*Morgan\nC. Frank.* Mr. Frank was appointed to our board of directors in April 2017. In August 2022, he was appointed as chairman of the\nboard of directors of SANUWAVE Health, Inc., a publicly-traded provider of wound-care products, and, in May 2023, was appointed its\nchief executive officer. Mr. Frank served as portfolio manager at Manchester since May 2002, and, prior to such time, he was a\nfounder and managing director at First Principles Group, a boutique consultancy and principal investor specializing in corporate\nrestructuring, restarts, intellectual property assessment and salvage, and spin outs. Prior to such time, Mr. Frank spent\napproximately five years as an analyst and portfolio manager at Hollis Capital, a San Francisco based hedge fund and prior thereto,\nMr. Frank worked for an independent private client group at Paine Webber specializing in primary research to develop investment\nideas (particularly short sale ideas) for institutional clients. Prior to his employment at Paine Webber, Mr. Frank was a currency\ntrader for Eastern Vanguard. Mr. Frank holds a BA in Economics and in Political Science from Brown University. We believe that Mr.\nFrank is qualified to serve as member of our board of directors due to his extensive prior experience conducting financial analysis\nof public companies (certain of which were in the development stage), including such public companies’ management teams,\nproducts, including products in the development stage, the potential markets for such products and other factors that could affect\nthe likelihood and timing of success and market penetration of such entities’ products as well as his capital raising\nactivities. We believe this provides us with valuable insights into the financial markets and investment criteria of institutional\nand other investors as well as capital raising activities.\n\n* *\n\n**\n\n49 \n\n \n\n* *\n\n*Jeffrey\nGoldberg.* Mr. Goldberg was appointed to our board of directors in May 2025. He is an experienced executive who currently and in the\npast has served as a member and chair of the board of directors of multiple companies. In May 2026, Mr. Goldberg was appointed to the\nboard of directors of Beasley Broadcast Group Inc., a Nasdaq-listed multiplatform media company providing advertising and digital marketing\nsolutions across the United States. Since December 2023, he has served as a member of the board of directors of ATI Physical Therapy,\nInc., a publicly-traded nationwide provider of physical therapy services. Mr. Goldberg also currently serves as a member of the board\nof directors of the following companies: Eating Recovery Centers/Pathlight, Lannett Company, Inc. and Banza. He earned his J.D. from\nUCLA School of Law and his A.B. with a concentration in Philosophy from Harvard College. The Board believes that Mr. Goldberg is qualified\nto serve on our board of directors because of his extensive leadership experience, including serving as a member and chair of the board\nof directors of a number of companies in the healthcare and technology industries.\n\n* *\n\n*Philip\nSheibley.* Mr. Sheibley was appointed to our board of directors in November 2021. Mr. Sheibley is an experienced executive and venture\ncapitalist. Since 2011, he has served as a principal at Alumni Investment Partners, a private equity firm. From 1981 to 2010, Mr. Sheibley\nserved as a management and technology consultant with Accenture, where he focused on the life sciences area, holding a variety of leadership\npositions, including North American industry director for life sciences and global lead for management consulting. Mr. Sheibley holds\na B.S. in industrial and systems engineering with a business minor from Lehigh University. We believe that Mr. Sheibley is qualified\nto serve on our board of directors because of his extensive business experience in the life sciences area and experience with venture\ncapital investment and consulting, including financing transactions for early-stage and scale-up stage companies, assisting with scale-up\nstrategy/execution, and participating as a board member in the medical products industry.\n\n* *\n\n*Carmen\nVolkart.* Ms. Volkart was appointed to our board of directors in December 2019. Since January 2023, she has served as a member of\nthe board of directors of Tactile Systems Technology, Inc. (Tactile Medical), a Nasdaq-listed, medical technology company developing\nand marketing at-home therapies for people suffering from underserved, chronic conditions. Ms. Volkart served as chief financial officer\nof Natureworks LLC, an advanced materials company offering a portfolio of renewably-sourced polymers, from October 2018 to September\n2023. She served as a member of the board of directors, including as a member of the audit committee of Antares Pharma, Inc., a Nasdaq-listed,\nspecialty pharmaceutical company, from October 2021 to May 2022, when it was acquired by another Nasdaq-listed company. From October\n2012 to July 2018, Ms. Volkart served as chief financial officer and, for a portion of that time, as senior vice president of commercialization\nfor NxThera, Inc., a medical device company pioneering the application of convective radiofrequency thermotherapy to treat endourological\nconditions. She served as global chief financial officer of Tornier N.V. from 2010 to 2012, and was chief operating and financial officer,\ncorporate secretary, compliance officer and treasurer of Spine Wave, Inc. from 2006 to 2010. Prior to 2006, Ms. Volkart held various\nexecutive and financial positions at American Medical Systems, Inc., Medtronic, Inc. and Honeywell, Inc. She holds a B.S. in accounting\nfrom the University of North Dakota and an MBA with a concentration in strategic management from the University of Minnesota. We believe\nthat Ms. Volkart is qualified to serve on our board of directors because of her substantial financial and public-company experience,\nas she has served as chief financial officer at multiple medical device and other companies.\n\n \n\n*Ellen O’Connor Vos.* Ms. Vos has served\nas a member of the Board of Directors since May 2021 and served as our chief executive officer from August 2021 until February 23, 2022.\nMs. Vos has served as a member of VosHealth LLC, a healthcare consultancy firm, since November 2020. Prior to that, she served as the\npresident and chief executive officer of the Muscular Dystrophy Association from October 2017 to November 2020. Previously, Ms. Vos had\nbeen chief executive officer of ghg | greyhealth group from 1996 to 2017, and she has been a champion of using digital capabilities to\nimprove the public health. Ms. Vos also serves on the board of OptimizeRX Corporation, a publicly-traded digital health company, and the\nJed Foundation, a leading nonprofit dedicated to protecting the emotional health of college students, and was a founding board member\nof MMRF, a pioneering cancer research foundation. Ms. Vos holds a B.S. in nursing from Alfred University. We believe that Ms. Vos is qualified\nto serve on our board of directors because of her executive experience and extensive executive skills in digital marketing, commercialization\nand communications in the healthcare industry.\n\n \n\nFamily\nRelationships.\n\n \n\nThere\nare no family relationships between any of our directors or executive officers.\n\n \n\nInvolvement\nin Legal Proceedings\n\n \n\nTo\nour knowledge, none of our executive officers or our directors has, during the last ten years:\n\n \n\n●had\nany bankruptcy petition filed by or against the business or property of the person, or of\nany partnership, corporation or business association of which he was a general partner or\nexecutive officer, either at the time of the bankruptcy filing or within two years prior\nto that time;\n\n \n\n●been\nsubject to any order, judgment, or decree, not subsequently reversed, suspended or vacated,\nof any court of competent jurisdiction or federal or state authority, permanently or temporarily\nenjoining, barring, suspending or otherwise limiting, his involvement in any type of business,\nsecurities, futures, commodities, investment, banking, savings and loan, or insurance activities,\nor to be associated with persons engaged in any such activity;\n\n \n\n50 \n\n \n\n \n\n●been\nfound by a court of competent jurisdiction in a civil action or by the SEC or the Commodity\nFutures Trading Commission to have violated a federal or state securities or commodities\nlaw, and the judgment has not been reversed, suspended, or vacated;\n\n \n\n●been\nthe subject of, or a party to, any federal or state judicial or administrative order, judgment,\ndecree, or finding, not subsequently reversed, suspended or vacated (not including any settlement\nof a civil proceeding among private litigants), relating to an alleged violation of any federal\nor state securities or commodities law or regulation, any law or regulation respecting financial\ninstitutions or insurance companies including, but not limited to, a temporary or permanent\ninjunction, order of disgorgement or restitution, civil money penalty or temporary or permanent\ncease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting\nmail or wire fraud or fraud in connection with any business entity; or\n\n \n\n●been\nthe subject of, or a party to, any sanction or order, not subsequently reversed, suspended\nor vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange\nAct), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act),\nor any equivalent exchange, association, entity or organization that has disciplinary authority\nover its members or persons associated with a member.\n\n \n\nTo\nour knowledge, there are no material proceedings to which any director, officer or affiliate of ours, any owner of record or beneficially\nof more than 5% of any class of voting securities of us, or any associate of any such director, officer, affiliate of ours, or security\nholder is a party adverse to us or any of our subsidiaries or has a material interest adverse to us or any of our subsidiaries.\n\n \n\nCommunications\nwith our Board of Directors\n\n \n\nStockholders\nwho desire to communicate with the board of directors, or a specific director, may do so by sending the communication addressed to either\nthe board of directors or any individual director, c/o Modular Medical, Inc., 10740 Thornmint Road, San Diego, California 92127. These\ncommunications will be delivered to the board of directors, or any individual director, as specified.\n\n \n\nCorporate\nGovernance\n\n \n\nBoard\nLeadership Structure and Role in Risk Oversight\n\n \n\nDue\nto our small size and early stage, we have not adopted a formal policy on whether the chairman and chief executive officer positions\nshould be separate or combined. Since 2017, Mr. DiPerna has been serving as our chairman, and, since February 2022, Mr. Besser has been\nserving as our chief executive officer. Our board of directors has oversight responsibility for our risk management processes. Our board\nof directors receives and reviews periodic reports from management, auditors, legal counsel, and others, as considered appropriate, regarding\nour assessment of risks. Our board of directors will focus on the most significant risks facing us and our general risk management strategy,\nand also ensure that risks undertaken by us are consistent with our appetite for risk. While our board of directors oversees our risk\nmanagement processes, management is responsible for day-to-day risk management processes. We believe this division of responsibilities\nis the most effective approach for addressing the risks facing us and that the leadership structure of our board of directors supports\nthis approach.\n\n \n\nWe\nhave established an audit committee, a compensation committee, and a nominating and governance committee. Each committee’s members\nand functions are described below.\n\n \n\n51 \n\n \n\n \n\nAudit\nCommittee\n\n \n\nOur\nboard of directors established the audit committee (the “Audit Committee”) for the purpose of overseeing the accounting and\nfinancial reporting processes and audits of our financial statements. The Audit Committee also is charged with reviewing any internal\ncontrol violations under our whistleblower policy. The responsibilities of our audit committee are described in the Audit Committee Charter\nadopted by our board of directors, a current copy of which can be found on the investors section of our website, *www.modular-medical.com*.\n\n \n\nMr.\nFelsher, Mr. Sheibley and Ms. Volkart are the current members of the Audit Committee. Mr. Felsher serves as the chairperson and has been\ndesignated by the board of directors as the “audit committee financial expert,” as defined by Item 407(d)(5) of Regulation\nS-K under the Securities Act and the Exchange Act. That status does not impose duties, liabilities or obligations that are greater than\nthe duties, liabilities or obligations otherwise imposed on Mr. Felsher as a member of the audit committee and the board of directors,\nhowever. Our board of directors has determined that each of our Audit Committee members satisfies the “independence” requirements\nof the Nasdaq listing rules and meets the independence standards under Rule 10A-3 under the Exchange Act.\n\n \n\nCompensation\nCommittee\n\n \n\nOur\nboard of directors established the compensation committee (the “Compensation Committee”) for the purpose of reviewing, recommending\nand approving our compensation policies and benefits, including the compensation of all of our executive officers and directors. Mr.\nDeSisto, Ms. Volkart and Mr. Goldberg are the current members of the compensation committee, and Ms. Volkart serves as the chairperson.\nEach of our Compensation Committee members satisfies the “independence” requirements of the Nasdaq listing rules and meets\nthe independence standards under Rule 10A-3 under the Exchange Act.\n\n \n\nOur\nCompensation Committee is responsible for reviewing, recommending and approving our compensation policies and benefits, including the\ncompensation of all of our executive officers and directors, and it also has the principal responsibility for the administration of our\nequity incentive plan. The responsibilities of our compensation committee are more fully described in the Compensation Committee Charter\nadopted by our board of directors, a current copy of which can be found on the investors section of our website, *www.modular-medical.com*.\n\n \n\nNominating\nand Governance Committee\n\n \n\nOur\nboard of directors established the nominating and governance committee (the “Nominating and Governance Committee”) for the\npurpose of (i) carrying out the responsibilities delegated by the board of directors relating to our director nominations process, (ii)\ndeveloping and assessing our corporate governance policies, (iii) reviewing our strategies, activities, and policies regarding environmental,\nsocial, and governance (“ESG”) matters and (iv) provide oversight for the evaluation of the performance of the board of directors\nand its committees. The Nominating and Governance Committee consists of Mr. Sheibley, Mr. Felsher and Mr. Goldberg, and Mr. Sheibley\nserves as the chairperson. Each of the members of our Nominating and Governance Committee satisfies the “independence” requirements\nof the Nasdaq listing rules and meets the independence standards under Rule 10A-3 under the Exchange Act. The responsibilities of our\nNominating and Governance committee are more fully described in the Nominating and Governance Committee Charter adopted by our board\nof directors, a current copy of which can be found on the investors section of our website, *www.modular-medical.com*. The Nominating\nand Governance Committee will consider persons recommended by stockholders for inclusion as nominees for election to our board of directors\nif the information required by our bylaws is submitted in writing in a timely manner addressed and delivered to our secretary at the\naddress of our executive offices. The Nominating and Governance Committee will identify and evaluate nominees for our board of directors,\nincluding nominees recommended by stockholders, based on numerous factors it considers appropriate, some of which may include strength\nof character, mature judgment, career specialization, relevant technical skills, diversity, and the extent to which the nominee would\nfill a present need on our board of directors.\n\n \n\nDirector\nIndependence\n\n \n\nOur\nboard of directors has determined that each of the current directors, with the exception of Mr. DiPerna and Mr. Frank, is “independent,”\nas defined by the listing rules of the NASDAQ Stock Market (“Nasdaq”) and the rules and regulations of the SEC. Our board\nof directors has standing audit, compensation and nominating and governance committees, each of which is comprised solely of independent\ndirectors in accordance with the Nasdaq listing rules.\n\n \n\n52 \n\n \n\n \n\nNo\ndirector qualifies as independent unless the board of directors affirmatively determines that he has no direct or indirect relationship\nwith us that would impair his independence. We independently review the relationship of the Company to any entity employing a director\nor on whose board of directors such director is serving currently.\n\n \n\nInsider\nTrading Compliance Program\n\n \n\nWe\nhave adopted an insider trading compliance program that governs the purchase, sale and other dispositions of our securities that applies\nto our officers and directors, as well as our employees that have regular access to material, nonpublic information about the Company\nin the normal course of their duties. We believe that our insider trading compliance program 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 compliance program\nis filed as an exhibit to this Report.\n\n \n\nCode\nof Business Conduct and Ethics for Employees, Executive Officers and Directors\n\n \n\nWe\nhave adopted a Code of Business Conduct and Ethics (the “Code of Conduct”) applicable to all of our employees, executive\nofficers and members of our board of directors. The Code of Conduct is available on our website at *www.modular-medical.com*. Our\nNominating and Governance Committee is responsible for overseeing the Code of Conduct, and our board of directors must approve any waivers\nof the Code of Conduct. In addition, we intend to post on our website all disclosures that are required by law concerning any amendments\nto, or waivers from, any provision of the Code of Conduct.\n\n \n\nBoard\nDiversity\n\n \n\nWe\nseek diversity in experience, viewpoint, education, skill, and other individual qualities and attributes to be represented on our board\nof directors. We believe directors should have various qualifications, including individual character and integrity; business experience;\nleadership ability; strategic planning skills, ability, and experience; requisite knowledge of our industry and finance, accounting,\nand legal matters; communications and interpersonal skills; and the ability and willingness to devote time to our company. We also believe\nthe skill sets, backgrounds, and qualifications of our directors, taken as a whole, should provide a significant mix of diversity in\npersonal and professional experience, background, viewpoints, perspectives, knowledge, and abilities. Nominees are not to be discriminated\nagainst on the basis of race, religion, national origin, sex, sexual orientation, disability, or any other basis proscribed by law. The\nassessment of prospective directors is made in the context of the perceived needs of our board of directors from time to time.\n\n \n\nAll\nof our directors have held high-level positions in business or professional service firms and have experience in dealing with complex\nissues. We believe that all of our directors are individuals of high character and integrity, are able to work well with others, and\nhave committed to devote sufficient time to the business and affairs of our company. In addition to these attributes, the description\nof each director’s background set forth above indicates the specific qualifications, skills, perspectives, and experience necessary\nto conclude that each individual should continue to serve as a director of ours.\n\n \n\nDelinquent\nSection 16(a) Reports\n\n \n\nSection\n16(a) of the Exchange Act requires our directors, executive officers and persons who beneficially own 10% or more of a class of securities\nregistered under Section 12 of the Exchange Act to file reports of beneficial ownership and changes in beneficial ownership with the\nSEC. Directors, executive officers and greater than 10% stockholders are required by the rules and regulations of the SEC to furnish\nus with copies of all reports filed by them in compliance with Section 16(a).\n\n \n\nBased\nsolely upon a review of Forms 3 and 4 and amendments thereto furnished to us during fiscal 2026, including those reports that we filed\non behalf of our directors and executive officers, no director, executive officer, beneficial owner of more than 10% of the outstanding\ncommon stock, or any other person subject to Section 16 of the Exchange Act, failed to file with the SEC on a timely basis during fiscal\n2026, except that:\n\n \n\n●Mr.\nDeSisto failed to timely file a Form 4 to report a stock option granted on March 31, 2026;\n\n \n\n●Mr.\nFelsher failed to timely file a Form 4 to report a stock option granted on March 31, 2026\n\n \n\n●Mr. Frank failed to timely file Form 4s to report stock options granted\non September 30, 2025 and March 31, 2026;\n\n \n\n●Mr.\nFrank failed to timely file a Form 4 to report a stock option granted on March 31, 2026;\n\n \n\n●Mr.\nGoldberg failed to timely file Form 4s to report stock options granted on September 30,\n2025 and March 31, 2026;\n\n \n\n●Mr.\nSheibley failed to timely file a Form 4 to report a stock option granted on March 31, 2026;\n\n \n\n●Ms.\nVolkart failed to timely file a Form 4 to report a stock option granted on March 31, 2026;\nand\n\n \n\n●\nMs. Vos failed to timely file a Form 4 to report a stock option granted\non March 31, 2026.\n\n \n\n53"}