{"url_path":"/sec/ozsc/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":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/1679817/0001493152-26-023179-index.html","accession_number":"0001493152-26-023179","cik":"0001679817","ticker":"OZSC","issuer_name":"OZOP ENERGY SOLUTIONS, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1679817/0001493152-26-023179-index.html","primary_entity_key":"0001679817","primary_entity_name":"OZOP ENERGY SOLUTIONS, INC."},"word_count":1480,"has_tables":true,"body_markdown":"**ITEM\n10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE**\n\n \n\n**Identification\nof directors and executive officers**.\n\n \n\nThe\nnames and ages of our directors and executive officers are set forth below. Also included is their principal occupation(s). Our By-Laws\nprovide for up to four directors. All directors are elected annually by the stockholders to serve until the next annual meeting of the\nstockholders and until their successors are duly elected and qualified.\n\n \n\n**Name**\n** **\n**Age**\n** **\n**Position**\n** **\n**Beginning**\n\nBrian\nConway\n \n55\n \nChief\nExecutive Officer and Interim Chief Financial Officer\n \nFebruary\n28, 2020\n\n \n\nBrian\nP. Conway, the Chief Executive Officer and Interim Chief Financial Officer, brings 20 years of proven success in marketing and business\ndevelopment for both private and publicly traded companies. Starting off in database management and sales for Venture Direct on Madison\nAvenue, he crossed over to Wall Street as a co-founder of Waypoint Capital Partners. During this time, he was responsible for national\nsales, marketing, business and product development, national account customers, and new business relations with international and US\ncompanies while creating awareness for public companies with many of the nation’s top public relations firms. From October 1, 2014,\nthrough August 31, 2019, Mr. Conway was the CEO, CFO and Director of Ngen Technologies, Inc. (f/k/a/ Liberated Solutions, Inc.). His\nrelationships and experience with investment bankers, non-dilutive financing, and public relations should be instrumental in moving the\nCompany forward.\n\n \n\n**Family\nRelationships**\n\n \n\nNone\n\n \n\n**Involvement\nin Certain Legal Proceedings**\n\n \n\nNo\ndirector, executive officer, significant employee, or control person of the Company has been involved in any legal proceeding listed\nin Item 401(f) of Regulation S-K in the past 10 years.\n\n \n\n**Corporate\nGovernance**\n\n \n\nOur\nBoard has not established any committees, including an audit committee, a compensation committee or a nominating committee, or any committee\nperforming a similar function. The functions of those committees are being undertaken by our Board. Because we do not have any independent\ndirectors, our Board believes that the establishment of committees of our Board would not provide any benefits to our Company and could\nbe considered more form than substance.\n\n \n\nGiven\nour relative size and lack of directors’ and officers’ insurance coverage, we do not anticipate that any of our stockholders\nwill make such a recommendation in the near future. While there have been no nominations of additional directors proposed, in the event\nsuch a proposal is made, all current members of our Board will participate in the consideration of director nominees.\n\n \n\nAs\nwith most small, early-stage companies until such time as our Company further develops our business, achieves a greater revenue base,\nand has sufficient working capital to purchase directors’ and officers’ insurance, we do not have any immediate prospects\nto attract independent directors. When we are able to expand our Board to include one or more independent directors, we intend to establish\nan audit committee of our Board of Directors. It is our intention that one or more of these independent directors will also qualify as\nan audit committee financial expert. Our securities are not quoted on an exchange that has requirements that a majority of our Board\nmembers be independent, and we are not currently otherwise subject to any law, rule or regulation requiring that all or any portion of\nour Board of Directors include “independent” directors, nor are we required to establish or maintain an audit committee or\nother committee of our Board.\n\n \n\n21\n\n \n\n \n\n**Code\nof Ethics**\n\n \n\nWe\nadopted a Code of Ethics for Senior Financial Management to promote honest and ethical conduct and to deter wrongdoing. This Code applies\nto our Chief Executive Officer and Chief Financial Officer and other employees performing similar functions. The obligations of the Code\nof Ethics supplement, but do not replace, any other code of conduct or ethics policy applicable to our employees generally.\n\n \n\nUnder\nthe Code of Ethics, all members of the senior financial management shall:\n\n \n\n \n●\nAct\nhonestly and ethically in the performance of their duties at our company,\n\n \n●\nAvoid\nactual or apparent conflicts of interest between personal and professional relationships,\n\n \n●\nProvide\nfull, fair, accurate, timely and understandable disclosure in reports and documents that we file with, or submits to, the SEC and\nin other public communications by our company,\n\n \n●\nComply\nwith rules and regulations of federal, state and local governments and other private and public regulatory agencies that effect the\nconduct of our business and our financial reporting,\n\n \n●\nAct\nin good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing the member’s\nindependent judgment to be subordinated\n\n \n●\nRespect\nthe confidentiality of information in the course of work, except when authorized or legally obtained to disclosure such information,\n\n \n●\nShare\nknowledge and maintain skills relevant to carrying out the member’s duties within our company,\n\n \n●\nProactively\npromote ethical behavior as a responsible partner among peers and colleagues in the work environment and community,\n\n \n●\nAchieve\nresponsible use of and control over all assets and resources of our company entrusted to the member, and\n\n \n●\nPromptly\nbring to the attention of the Chief Executive Officer any information concerning (a) significant deficiencies in the design or operating\nof internal controls which could adversely affect to record, process, summarize and report financial data or (b) any fraud, whether\nor not material, that involves management or other employees who have a significant role in our financial reporting or internal controls.\n\n \n\n**Director\nIndependence**\n\n \n\nNone\nof the members of our Board of Directors qualifies as an independent director in accordance with the published listing requirements of\nthe NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests, such as that the director is not,\nand 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\nin various types of business dealings with us. In addition, our Board has not made a subjective determination as to each director that\nno relationships exist which, in the opinion of our Board, would interfere with the exercise of independent judgment in carrying out\nthe responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our Board of Directors\nmade these determinations, our Board would have reviewed and discussed information provided by the directors and us with regard to each\ndirector’s business and personal activities and relationships as they may relate to us and our management.\n\n \n\nIn\nperforming the functions of the audit committee, our board oversees our accounting and financial reporting process. In this function,\nour board performs several functions. Our board, among other duties, evaluates and assesses the qualifications of the Company’s\nindependent auditors; determines whether to retain or terminate the existing independent auditors; meets with the independent auditors\nand financial management of the Company to review the scope of the proposed audit and audit procedures on an annual basis; reviews and\napproves the retention of independent auditors for any non-audit services; reviews the independence of the independent auditors; reviews\nwith the independent auditors and with the Company’s financial accounting personnel the adequacy and effectiveness of accounting\nand financial controls and considers recommendations for improvement of such controls; reviews the financial statements to be included\nin our annual and quarterly reports filed with the Securities and Exchange Commission; and discusses with the Company’s management\nand the independent auditors the results of the annual audit and the results of our quarterly financial statements.\n\n \n\nOur\nboard as a whole will consider executive officer compensation, and our entire board participates in the consideration of director compensation.\nOur board as a whole oversees our compensation policies, plans and programs, reviews and approves corporate performance goals and objectives\nrelevant to the compensation of our executive officers, if any, and administers our equity incentive and stock option plans, if any.\n\n \n\n22\n\n \n\n \n\nEach\nof our directors participates in the consideration of director nominees. In addition to nominees recommended by directors, our board\nwill consider nominees recommended by shareholders if submitted in writing to our secretary. Our board believes that any candidate for\ndirector, whether recommended by shareholders or by the board, should be considered on the basis of all factors relevant to our needs\nand the credentials of the candidate at the time the candidate is proposed. Such factors include relevant business and industry experience\nand demonstrated character and judgment.\n\n \n\n**Compliance\nwith Section 16(a) of the Securities Exchange Act of 1934**\n\n \n\nSection\n16(a) of the Securities Exchange Act of 1934 requires the Company’s directors and executive officers, persons who beneficially\nown more than 10% of a registered class of the Company’s equity securities, and certain other persons to file reports of ownership\nand changes in ownership on Forms 3, 4 and 5 with the SEC, and to furnish the Company with copies of the forms. The Company does not\nbelieve that all of its directors, executive officers and greater than 10% beneficial owners complied with all such filing requirements\nduring 2025."}