{"url_path":"/sec/petv/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/1512922/0001493152-26-031136-index.html","accession_number":"0001493152-26-031136","cik":"0001512922","ticker":"PETV","issuer_name":"PetVivo Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1512922/0001493152-26-031136-index.html","primary_entity_key":"0001512922","primary_entity_name":"PetVivo Holdings, Inc."},"word_count":2829,"has_tables":true,"body_markdown":"** **\n\n**ITEM\n10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE**\n\n \n\nThe\nfollowing table sets forth the name, age, and position held with respect to our executive officers and directors as of March 31, 2026:\n\n \n\nName\n \nAge\n \nPositions\nand Offices With Registrant\n\nJohn\nLai\n \n63\n \nChief\nExecutive Officer, President, and Director\n\nGarry\nLowenthal\n \n66\n \nChief\nFinancial Officer\n\nJoseph\nJasper (1)(3)\n \n61\n \nDirector\nand Chair of our Compensation Committee\n\nRobert\nCostantino (1)(3)\n \n67\n \nDirector\nand Chair of our Audit Committee\n\nDiane\nLevitan (2)\n \n61\n \nDirector\n\nRobert\nRudelius (1)(3)\n \n70\n \nDirector\nand Chairman of the Board of Directors\n\nJoshua\nRuben (2)\n \n39\n \nDirector\nand Chairman of our Nominations/Governance Committee\n\n \n\n(1)\nMember\nof the Audit Committee.\n\n(2)\nMember\nof the Nominating and Governance Committee.\n\n(3)\n\nMember\nof the Compensation Committee.\n\n \n\n32\n\n \n\n \n\n**Biographies\nof Directors and Officers**\n\n \n\n**John\nLai.**Mr. Lai has served as a director and senior executive officer since March 2014, serving in various capacities that include\nserving as our Chief Financial Officer from May 2018 through December 2018 and serving as our Chief Executive Officer from March 2014\nto May 2017 and June 2019 to present. From March 2012 to April 2016, Mr. Lai also was Chief Executive Officer and a director of Blue\nEarth Resources, Inc., a small public company that acquired and managed working interests in producing oil and gas leases in Louisiana.\nMr. Lai has over thirty years of senior executive and operational management and financial experience while holding key executive positions\nwith several public companies in various industries. In 1992, Mr. Lai founded, and until December 2012 was the principal owner and President\nof Genesis Capital Group, Inc., which provided significant consulting services to many public and private companies in powersports, technology,\nand other industries, while advising its clients in corporate development, mergers and acquisitions, and private and public capital-raising\nthrough equity offerings. Mr. Lai’s role as a co-founder of our Company and his many years of experience as a chief executive officer\nof many public or private companies are material factors regarding his qualifications to serve on our Board of Directors.\n\n \n\n**Garry\nLowenthal.**Mr. Lowenthal has over 25 years of extensive experience in senior operations and key finance management positions,\nboth with private and public companies. He has developed a substantial background with equity capital raising transactions while managing\nboth private placements and public offerings for various corporations. Mr. Lowenthal has vast financial and corporate management experience,\nincluding performing the functions as the Managing Partner of Security First International, Inc., a CFO advisory and management consulting\nfirm, assuming the role of an advisor, acting chief financial officer and director of Elate Group, Inc. (Elate Moving LLC), a global\nmoving and storage company based in New York City, through his CFO consulting company Security First International, Inc., and taking\non the responsibilities of a director, Executive Vice President and Chief Financial Officer of Fision Corporation (OTCQB: FSSN). Furthermore,\nMr. Lowenthal has served on the national board of Financial Executives International (FEI), a premier professional association for CFOs\nand other senior financial executives. He has also served as President of the Twin Cities Chapter of FEI and, in the past, as chairman\nof FEI’s national technology committee. Mr. Lowenthal has been on the Alumni Advisory Board of the Carlson School of Management\nat the University of Minnesota where he graduated with a master’s degree in taxation and finance and a Bachelor’s of Science\nin Business degree in Accounting and an Associates in Liberal Arts degree from the University of Minnesota. He has also served as a District\nChairman for the Boy Scouts of America and serves on the President’s Cabinet for the local Council. Mr. Lowenthal is also a past\nPresident and Director for Kiwanis International in his local community club. As an operational CFO, along with his financial reporting\nand regulatory expertise, Mr. Lowenthal further understands the world of corporate governance, through his experiences serving as a fiduciary\ndirector. Finally, Mr. Lowenthal’s experiences working for two of the largest CPA/Consulting firms, PricewaterhouseCoopers (PwC)\nand Deloitte, with various client engagements in diverse industries, allows him to bring a unique perspective as an advisor to Boards\nof Directors of public companies.\n\n \n\n**Joseph\nJasper**. Mr. Jasper has served as a director of the Company since August 20, 2018. He is a Chartered Financial Analyst who since\n2018 has served as Chief Financial Officer and Chief Operating Officer for Windigo Logistics, Inc., a software-as-a-service company serving\ncontractors within the logistics industry. From 2005 to 2018, Mr. Jasper served as Chief Executive Officer of Vermillion Capital Management,\nan institutional investment firm. From 2002 to 2005, Mr. Jasper was Managing Director and Director of Fixed Income Strategy and Marketing\nfor Piper Jaffray Company. Prior to 2002, he spent 20 years managing, structuring and selling fixed income and equity securities at several\nleading investment banking firms, including U.S. Bancorp Libra and UBS PaineWebber. Mr. Jasper also serves as a director of Windigo Logistics,\nGroundCloud Safety, LLC, and Vermilion Capital Management, all privately-held companies. He has previously served as a director or principal\nadvisor to many operating and venture-stage companies across a broad range of industries. Mr. Jasper received an MBA degree from the\nUniversity of St. Thomas, where he also served as an Adjunct Professor of Finance. Mr. Jasper’s extensive financing and accounting\nexpertise are material factors which demonstrate his qualifications to serve on our Board of Directors.\n\n \n\n33\n\n \n\n** **\n\n**Robert\nCostantino.** Mr. Costantino has served as director of the Company since July 27, 2022. Mr. Costantino is a retired senior executive\nwith several decades of experience serving as Chief Executive Officer, Chief Operating Officer, Chief Financial Officer and in various\nother senior executive leadership positions at multiple large companies. Mr. Costantino is currently serving as a director of CURE Pharmaceutical\nHoldings Corp. (OTC: CURR), and several Yamaha Motor Finance companies. He served as Senior Executive Vice President, Chief Financial\nOfficer, and Chief Operating Officer of WFS Financial (Nasdaq: WFSI), an automotive/commercial finance company from, while concurrently\nserving as Executive Vice President, Chief Financial Officer, and Chief Operating Officer of Westcorp (NYSE: WES), a regulated bank from\n2005-2007. In each of these roles, Mr. Costantino was responsible for operational and financial oversight, including SEC filings, investor\nrelations, and treasury. Mr. Costantino played a key role in negotiating the sale of both companies to Wachovia (Wells Fargo) for $3.9\nbillion. Prior to that, he was President, Chief Executive Officer and a director of Mitsubishi Motors Credit of America, an automotive\nfinance company with over $10 billion in assets from 2002-2005, where he played a key role in improving profitability and negotiating\nthe sale of the company’s assets to Merrill Lynch. Prior to that, he served for 17 years in various management positions of increasing\nresponsibility at Volvo Cars of North America, including serving as Senior Vice President and Chief Financial Officer of both the automotive\nparent company and the captive finance company. Mr. Costantino is also a retired Certified Public Accountant. Mr. Costantino’s\nextensive executive leadership and financial experience, particularly in connection with publicly traded companies, demonstrates his\nqualifications to serve on our Board of Directors.\n\n \n\n**Diane\nLevitan**. Dr. Levitan’s wide-ranging career in veterinary medicine has spanned over three decades since receiving her Veterinariae\nMedicinae Doctoris from the University of Pennsylvania School of Veterinary Medicine. She practiced internal medicine, emergency medicine,\nand critical care at Tufts University School of Veterinary Medicine and later founded Peace Love Pets Veterinary Care, PLLC in Commack,\nNew York, a small animal veterinary care general practice that also specializes in internal medicine, diagnostic ultrasound endoscopy,\nand minimally invasive surgery. Dr. Levitan has served on the board of many veterinary medicine organizations, such as the New York Board\nof Regent’s Board for Veterinary Medicine, the American College of Hyperbaric Medicine, the American College of Veterinary Internal\nMedicine Foundation, and the International Veterinary Academy of Pain Management. Dr. Levitan has also served as a subject matter expert,\nconsultant, and advisor to multiple businesses in the veterinary medicine industry. Dr. Levitan’s career has also extended into\neducation, including her current position as Associate Professor of Veterinary Skills at Long Island University College of Veterinary\nMedicine and serving as a lecturer for Merial and Pfizer Animal Pharmaceutical companies on leptospirosis, other diseases, and vaccinations.\nDr. Levitan has also been a prolific author and media contributor in the world of veterinary medicine. She has published many articles\nin professional journals and texts on subjects such as hyperbaric oxygen therapy and endoscopy, as well as in consumer publications such\nas the New York Times. She has also made many radio and television appearances, including being a Merck Animal Health Media Spokesperson\nand appearing on CNN as a veterinary expert. Additionally, Dr. Levitan is the founder and president of Helping Promote Animal Welfare,\nInc. (Helping PAW), a 501(c)(3) tax-exempt public charity focused on ending pet overpopulation through education to the public and offering\ngeneral veterinary health care services. Dr. Levitan’s extensive experience as a veterinarian is a material factor that demonstrates\nher qualifications to serve on our Board of Directors.\n\n \n\n**Robert\nRudelius**. Mr. Rudelius has served as a director of the Company since August 2018. Currently, he is the Chief Executive Officer\nand Managing Director of Noble Ventures, LLC, a company he founded in 2001 that provides advisory and consulting services to early and\nmid-stage companies in the information technology, communications, medical technology, and social e-commerce industries. He is also the\nCEO of Alera Medtech LLC, a medical devices company, and the co-founder, President & CEO of MedicaMetrix, Inc., a company that is\ndeveloping transformative healthcare solutions for unmet medical needs. From April 1999 through May 2001, when it was acquired by StarNet\nL.P., Mr. Rudelius was the founder and CEO of Media DVX, Inc., a start-up business that provided a satellite-based, IP-multicasting alternative\nto transmitting television commercials via analog videotapes to television stations, networks, and cable television operators throughout\nNorth America. From April 1998 to April 1999, Mr. Rudelius was the President and Chief Operating Officer of Control Data Systems, Inc.,\nduring which time Mr. Rudelius reorganized and re-positioned the software company as a professional technology services company, resulting\nin the successful sale of the company to British Telecom. From October 1995 through April 1998, Mr. Rudelius was a founding Managing\nPartner of AT&T Solutions, Inc., a subsidiary of AT&T Inc. (NYSE: T), and headed the Media, Entertainment & Communications\nindustry practice. From January 1990 through September 1995, Mr. Rudelius was a partner in McKinsey & Company’s information,\ntechnology, and systems practice, during which time he headed the practice in Japan and the United Kingdom. Mr. Rudelius began his career\nat Arthur Andersen & Co. where he was a leader in the firm’s financial accounting systems consulting practice. Mr. Rudelius\nserved as a member of the Axogen, Inc. (NASDAQ: AXGN) Board of Directors for ten years from September 2010 through September 30, 2020,\nwhere he served as chairman of the audit committee and as a member of the compensation committee. Mr. Rudelius has an M.B.A. from the\nKellogg School of Management at Northwestern University and a B.S. in mathematics and economics from Gustavus Adolphus College in St.\nPeter, Minnesota. Mr. Rudelius’ qualifications to serve on our Board of Directors include his extensive executive leadership and\nfinancial experience, particularly in connection with rapid growth technology businesses, and his experience as a director of publicly\ntraded companies.\n\n \n\n34\n\n \n\n \n\n**Joshua\nRuben**. Mr. Ruben is the Managing Director of Life Sciences at Trinity Capital where he focuses on venture lending to healthcare\ncompanies. Mr. Ruben joined Trinity after 12 years of investment banking, most recently at RBC Capital Markets where he was Head of Life\nScience Tools and Diagnostics coverage. He is a published expert in corporate finance with a background in economics. He holds degrees\nfrom Pomona College and Harvard Business School. Mr. Ruben’s long track record of successful experiences in analyzing life sciences\ncompanies, capital investments and his overall finance background including executing billions of dollars of M&A and securities transactions\nare material factors regarding his qualifications to serve on our Board of Directors.\n\n \n\n**Family\nRelationships**\n\n \n\nThere\nare no family relationships between executive officers or directors of the Company.\n\n \n\n**Skills\nand Qualifications of the Directors**\n\n \n\nThe\nBoard believes that the qualifications of the directors, as set forth in their biographies, which are listed above, give them the qualifications\nand skills to serve as directors of the Company.\n\n \n\n**CORPORATE\nGOVERNANCE**\n\n \n\n**Director\nIndependence**\n\n \n\nSince\nAugust 13, 2021, our common stock and warrants have been listed on the Nasdaq National Market, or Nasdaq, under the symbols “PETV”\nand “PETVW,” respectively. Under Nasdaq Rule 5605 (“Nasdaq Rules”), independent directors must comprise a majority\nof a listed company’s board of directors.\n\n \n\nOur\nBoard of Directors has five independent members, consisting of Robert Costantino, Joseph Jasper, Diane Levitan, Robert Rudelius, and\nJoshua Ruben, as “independence” is defined under the applicable rules and regulations of the SEC and the listing standards\nof Nasdaq, and does not have a relationship with us (either directly or as a partner, stockholder, or officer of an organization that\nhas a relationship with us) that would interfere with their exercise of independent judgment in carrying out their responsibilities as\ndirectors. Accordingly, a majority of our directors are independent, as required under the applicable Nasdaq rules.\n\n \n\n**Delinquent\nSection 16(a) Reports**\n\n \n\nSection\n16(a) of the Securities Exchange Act requires our executive officers and directors, and persons who own more than 10% of our common stock,\nto file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission and to provide\nus with copies of those filings. To the Company’s knowledge, based solely on a review of the Form 3’s, 4’s and 5’s\nelectronically filed with the SEC during fiscal 2026, all such filing requirements applicable to the Company’s directors, executive\nofficers, and greater than 10% beneficial owners were complied with.\n\n \n\n**Committees\nof the Board of Directors**\n\n \n\nWe\nhave an Audit Committee, Compensation Committee, and Nominating Committee. Our Audit Committee consists of three independent directors\nwho are Robert Costantino (Chair), Joseph Jasper, and Robert Rudelius. Our Compensation Committee consists of three independent directors\nwho are Joseph Jasper (Chair), Robert Rudelius, and Robert Costantino. Our Nominating and Governance Committee consists of two independent\ndirectors who are Joshua Ruben (Chair) and Diane Levitan.\n\n \n\n35\n\n \n\n \n\n**Code\nof Ethics**\n\n \n\nWe\nhave adopted a Code of Ethics which applies to our board of directors, executive officers, and other employees. Our Code of Ethics outlines\nthe broad principles of ethical business conduct we have adopted, including subject areas such as confidentiality, conflicts of interest,\ncorporate opportunities, public disclosure reporting, protection of company assets, and compliance with applicable laws. A copy of our\nCode of Ethics is available without charge to any person by written request to us at our principal offices at 5151 Edina Industrial Blvd.\nSuite 575, Edina, MN 55439.\n\n \n\n**Director\nCompensation**\n\n \n\nThe\nfollowing table provides information on compensation paid to our non-employee directors for their services as members of our board of\ndirectors during our fiscal year ended March 31, 2026:\n\n \n\nName of Director \n\n**Fees paid**\n\n**in cash**\n\n**($)**\n  \n\n**Stock awards**\n\n**($)(1)**\n  \n\n**Option**\n\n**awards**\n\n**($)(2)**\n  \n\n**All other**\n\n**compensation**\n\n**($)(3)**\n  \n\n**Total**\n\n**($)**\n \n\nRobert Costantino \n$23,500  \n$51,153  \n$-  \n$-  \n$74,653 \n\nJoseph Jasper \n$19,500  \n$51,153  \n$-  \n$-  \n$70,653 \n\nRobert Rudelius \n$23,500  \n$51,153  \n$-  \n$-  \n$74,653 \n\nSpencer Breithaupt(4) \n$15,000  \n$26,863  \n$-  \n$-  \n$41,863 \n\nDiane Levitan \n$10,000  \n$51,153  \n$-  \n$-  \n$61,153 \n\nMichael Eldred(4) \n$10,000  \n$26,863  \n$-  \n$166,032  \n$202,895 \n\nJoshua Ruben \n$-  \n$34,447  \n$-  \n$-  \n$34,447 \n\n \n\n(1)\nThe\nvalue in this column reflects the aggregate grant date fair value of the stock award as computed in accordance with ASC Topic 718.\nInformation regarding the valuation assumptions used in the calculations are included in “Note 11 – Stockholder’s\nEquity” to our audited consolidated financial statements included in our 2026 Form 10-K. Share grants are issued at the beginning\nof each quarters’ board service period.\n\n \n \n\n(2)\nThe\nvalue in this column reflects the aggregate grant date fair value of the stock options as computed in accordance with ASC Topic 718.\nInformation regarding the valuation assumptions used in the calculations is included in “Note 11 – Stockholder’s\nEquity” to our audited consolidated financial statements included in our 2026 Form 10-K. As of March 31, 2026, the aggregate\nnumber of options outstanding (vested and unvested) for Ms. Levitan was 35,954 and has been fully expensed in the past. Stock options\nfor all other Board Directors were canceled in connection with the stock option buyout program.\n\n \n \n\n(3)\nThe\nvalue in this column reflects fees paid in cash for advisory services of $119,250 and the market value of restricted shares issued\non the date of issuance of $46,782 for advisory services.\n\n \n\n(4)Spencer\nBreithaupt and Michael Eldred resigned from the Board of Directors in January 2026 and no\nlonger serve on the Board of Directors, as of March 31, 2026.\n\n** **\n\n**General\nPolicy Regarding Compensation of Non-Employee Directors**\n\n \n\nDirectors\nwho are not employees of the Company are paid director’s fees, in cash, stock awards, stock options, or a combination thereof.\nIn fiscal 2026, compensation was paid in cash and stock awards."}