{"url_path":"/sec/pmnt/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/1849221/0001493152-26-030418-index.html","accession_number":"0001493152-26-030418","cik":"0001849221","ticker":"PMNT","issuer_name":"Perfect Moment Ltd.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1849221/0001493152-26-030418-index.html","primary_entity_key":"0001849221","primary_entity_name":"Perfect Moment Ltd."},"word_count":3122,"has_tables":true,"body_markdown":"**ITEM\n10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE**\n\n \n\n**Executive\nOfficers and Directors**\n\n \n\nThe\nfollowing table sets forth the names, ages and positions of our executive officers and directors :\n\n \n\n**Name**\n \n**Age**\n \n**Position**\n\n**Executive\nOfficers**\n \n \n \n \n\nChath\nWeerasinghe\n \n45\n\n \nChief\nFinancial and Operating Officer\n\nJane\nGottschalk\n \n53\n\n \nPresident,\nChief Creative Officer and Director\n\nMax Gottschalk\n \n54\n \nExecutive Director and Chairman of the Board of Directors\n\n**Non-Executive\nDirectors**\n \n \n \n \n\nAndre\nKeijsers\n \n60\n\n \nDirector\n\nBerndt\nHauptkorn*\n \n58\n\n \nDirector\n\nTim\nNixdorff*\n \n41\n\n \nDirector\n\nAdam\nEpstein*\n \n47\n \nDirector\n\n \n\n* *Tim\nNixdorff, Berndt Hauptkorn, and Adam Epstein each resigned as directors of the Company effective June 11, 2026, June 12, 2026, and June\n13, 2026, respectively.*\n\n \n\nDirectors\nare elected to serve until the next annual meeting of stockholders and until their successors are elected and qualified. Directors are\nelected by a plurality of the votes cast at the annual meeting of stockholders and hold office until the expiration of the term for which\nhe or she was elected and until a successor has been elected and qualified.\n\n \n\nA\nmajority of the authorized number of directors constitutes a quorum of the board of directors for the transaction of business. The directors\nmust be present at the meeting to constitute a quorum. However, any action required or permitted to be taken by the board of directors\nmay be taken without a meeting if all members of the board of directors individually or collectively consent in writing to the action.\n\n \n\nExecutive\nofficers are appointed by the board of directors and serve at its pleasure.\n\n \n\n**Executive\nOfficers**\n\n* *\n\n*Chath\nWeerasinghe– Chief Financial Officer*\n\n \n\nMr.\nWeerasinghe has served as our Chief Financial Officer since February 2025. He brings over a decade of senior finance and operations experience\nin the retail and apparel sector. Prior to joining the Company, he spent four years at Canada Goose, where he served as Senior Director\nof Finance & Services (2021–2022) and later as Vice President of Finance & Operations (2022–2024). From 2017 to 2021,\nhe was Group Head of Finance and IT at MUJI Europe Holdings Limited, and previously held the role of European Finance and Accounting\nManager at American Apparel (2011–2016). Mr. Weerasinghe holds a B.A. in Applied Accounting from Oxford Brookes University and\nan MBA from the University of East London. He completed the INSEAD Chief Operating Officer Executive Education Program in 2024 and is\na Fellow of the Association of Chartered Certified Accountants (FCCA). On June 11, 2026, Mr. Weerasinghe notified the Company of his resignation\nfrom his positions as Chief Financial Officer, Chief Operating Officer, and principal financial and accounting officer, effective three\nmonths from the notice date in accordance with applicable Swiss law.\n\n \n\n*Jane\nGottschalk – Chief Creative Officer and Director*\n\n \n\nMs.\nGottschalk has served as our Chief Creative Officer since September 2022, a member of our board of directors since March 2021, and was\nappointed President of the Company in February 2025. She has been deeply involved in the creative and brand direction of Perfect Moment\nfor over a decade, including her roles as Creative Director of PMUK (2017–2022) and PMA (2012–2022), and now as Chief Creative\nOfficer of both entities. Ms. Gottschalk has played a pivotal role in shaping the brand’s visual identity, product design, and\nmarket positioning across global markets. She is also a director of Jing Holdings Limited, the holding company for Jax Coco, a premium\ncoconut water brand, and served on the board of Jax Coco UK Limited until May 2023. Ms. Gottschalk holds a B.A. from the University of\nKent. She is the wife of Max Gottschalk, the Chairman of our board of directors. We believe Ms. Gottschalk is well-qualified to serve\non our board given her deep understanding of the brand, creative leadership, and entrepreneurial vision, which continue to drive the\nCompany’s unique positioning and cultural identity.\n\n \n\n*Max Gottschalk – Executive Director and Chairman\nof the Board of Directors*\n\n \n\nMr. Gottschalk has served as Chairman of our board of directors since March\n2021 and has also served on the boards of PMA since 2012 and PMUK since 2017. He was appointed Executive Director of the Company effective\nMay 1, 2025, and continues to serve as Chairman of the Board. He is the Founder and CEO of Vedra Partners Ltd., a London- and Switzerland-based\nmulti-family office and has extensive experience leading and advising investment entities across private equity, sustainable finance,\nand consumer goods. He is a Partner at Ocean 14 Capital Ltd., a fund focused on ocean sustainability, and holds director roles at Nurture\nBrands Ltd., Aeon Investment Ltd., and several holding entities of the Hycap Fund, an energy transition-focused private equity vehicle.\nMr. Gottschalk previously co-founded Gottex Fund Management, a global asset management firm which he built and successfully listed on\nthe Swiss stock exchange. Earlier in his career, he held senior roles at Bear Stearns in New York, leading fixed income hedge fund sales.\nMr. Gottschalk holds a B.A. in Finance from the McIntire School of Commerce at the University of Virginia. We believe he is well-qualified\nto serve as Chairman due to his significant board experience, entrepreneurial track record, and broad expertise in investment management\nand strategic leadership.\n\n \n\n40\n\n \n\n \n\n**Non-Executive\nDirectors**\n\n \n\n*Andre\nKeijsers – Director*\n\n \n\nMr.\nKeijsers has served on our board since October 2023 and has held directorships at PMA, PMUK, and various affiliated entities since 2016.\nHe is CEO of Van Lanschot Kempen Investment Management (UK) Ltd. and previously held executive roles at Vedra Partners, Gottex Fund Management,\nand Swapstream. He founded Arnhem Consulting and serves on multiple boards. Mr. Keijsers holds a doctorandus degree in Computer Science\nfrom Radboud University. We believe he is qualified to serve on our board given his governance, finance, and investment experience.\n\n \n\n*Berndt\nHauptkorn – Director*\n\n \n\nMr.\nHauptkorn has served on our board since October 2023. He is President, Europe Region, and Global Markets Officer at Chanel, overseeing\noperations across EMEA and coordinating global leadership. Previously, he was CEO at Uniqlo Europe and Bally International, and a Principal\nat BCG. He holds a Diplom-Kaufmann and Dr. rer. pol. in Business Administration from Friedrich-Alexander-University. We believe his global\nfashion industry expertise and leadership experience make him a valuable board member. On June 12, 2026, Mr. Hauptkorn notified the Company of his resignation\nas a director of the Company. Mr. Hauptkorn’s resignation was a result of disagreements with members of the Company’s management and the\nBoard related to the Company’s strategic direction. At the time of his resignation, Mr. Hauptkorn served on the Board’s Nominating and\nCorporate Governance Committee and Audit Committee.\n\n \n\n*Tim\nNixdorff – Director*\n\n \n\nMr.\nNixdorff joined our board in January 2024. He is CEO of GORE Technologies AG and COO of Neon Equity AG. He previously held executive\nroles at Rag & Bone, Galvan London, and BEJOND Germany. Mr. Nixdorff holds a Master’s in Economics from Technical University\nof Dortmund and a B.A. in Business Administration from the University of Duisburg-Essen. We believe his experience in fashion, marketing,\nand investment industries supports his role on our board. On June 11, 2026, Mr. Nixdorff notified the Company of his resignation\nas a director of the Company. Mr. Nixdorff’s resignation was a result of disagreements with members of the Company’s management and the\nBoard related to the Company’s strategic direction. At the time of his resignation, Mr. Nixdorff served on the Board’s Nominating and\nCorporate Governance Committee and Compensation Committee.\n\n \n\n*Adam\nEpstein – Director*\n\n \n\nOn\nMay 29, 2025, the Board of Directors of Perfect Moment Ltd. elected Adam Z. Epstein as a director of the Company. Mr. Epstein is the\nPortfolio Manager and Chief Investment Officer of MAZE Investments LLC. Mr. Epstein has worked in the financial services industry for\nmore than two decades and brings extensive experience in capital markets, strategy, investor communications, and corporate governance.\nMr. Epstein holds a BA in economics from the University of Michigan, MA in economics from the University of California, Santa Barbara\nand MBA in finance from the UCLA Anderson School of Management. He also holds the Chartered Financial Analyst designation. On June 13, 2026, Mr. Epstein notified the Company of his resignation as\na director of the Company. Mr. Epstein’s resignation was a result of disagreements with members of the Company’s management and the Board\nrelated to the Company’s corporate governance. At the time of his resignation, Mr. Epstein served on the Board’s Nominating and Corporate\nGovernance Committee and Audit Committee.\n\n \n\n**Involvement\nin Certain Legal Proceedings**\n\n \n\nTo\nthe best of our knowledge, none of our directors or executive officers have, during the past ten years, been involved in any legal proceedings\ndescribed in subparagraph (f) of Item 401 of Regulation S-K.\n\n \n\n41\n\n \n\n \n\n**Compliance\nwith Section 16(a)**\n\n \n\nSection\n16(a) of the Securities Exchange Act of 1934 requires our directors, executive officers, and persons who beneficially own more than 10%\nof our common stock to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Based solely on\nour review of the copies of such reports filed with the SEC and written representations from reporting persons, we believe that during\nthe fiscal year ended March 31, 2026, all applicable Section 16(a) filing requirements were met in a timely manner, except Chath Weerasinghe,\nwho filed one late Form 4, and Max Gottschalk, who filed one late Form 4.\n\n** **\n\n**Insider\nTrading Policies**\n\n** **\n\nWe\nmaintain an insider trading policy that applies to all directors, executive officers, employees, and consultants. The policy prohibits\ntrading in our securities while in possession of material non-public information.\n\n \n\n**Board\nof Directors and Corporate Governance**\n\n \n\nWhen\nconsidering whether directors have the experience, qualifications, attributes and skills to enable the board of directors to satisfy\nits oversight responsibilities effectively considering our business and structure, the board of directors focuses primarily on the information\ndiscussed in each of the directors’ individual biographies as set forth above.\n\n \n\nThe\nboard of directors periodically reviews relationships that directors have with our company to determine whether the directors are independent.\nDirectors are considered “independent” as long as they do not accept any consulting, advisory or other compensatory fee (other\nthan director fees) from us, are not an affiliated person of our company or our subsidiaries (e.g., an officer or a greater than 10%\nstockholder) and are independent within the meaning of applicable United States laws and regulations and the NYSE American Company Guide.\nIn this latter regard, the board of directors uses the NYSE American Company Guide (specifically, NYSE American Company Guide Section\n803(a)(2)) as a benchmark for determining which, if any, of our directors are independent, solely in order to comply with applicable\nSEC disclosure rules.\n\n \n\n**Board\nCommittees**\n\n \n\nOur\nboard of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee,\neach of which will operate pursuant to its respective charter. The composition of each committee and its respective charter became effective\nupon the listing of our common stock on NYSE American, and copies of each charter will be posted on the corporate governance section\nof our website at www.perfectmoment.com. Each committee has the composition and responsibilities described below. Our board of\ndirectors may establish other committees from time to time.\n\n \n\n42\n\n \n\n \n\n*Audit\nCommittee*\n\n \n\nAndre\nKeijsers, Berndt Hauptkorn and Adam Eptein serve on the audit committee, which is chaired by Andre Keijsers. Our board of directors\nhas determined that Andre Keijsers, Berndt Hauptkorn and Adam Eptein are “independent” for audit committee purposes as that\nterm is defined in the rules of the SEC and the NYSE American Company Guide, and each member has sufficient knowledge in financial and\nauditing matters to serve on the audit committee. Our board of directors has designated Andre Keijsers as an “audit committee financial\nexpert,” as defined under the applicable rules of the SEC. We intend to comply with the applicable independent requirements for\nall members of the audit committee within the time periods specified under such rules.\n\n \n\nThe\naudit committee’s responsibilities include:\n\n \n\n \n●\nappointing,\napproving the compensation of, and assessing the independence of our independent registered public accounting firm;\n\n \n \n \n\n \n●\npre-approving\nauditing and permissible non-audit services, and the terms of such services, to be provided by our independent registered public\naccounting firm;\n\n \n \n \n\n \n●\nreviewing\nthe overall audit plan with our independent registered public accounting firm and members of management responsible for preparing\nour financial statements;\n\n \n \n \n\n \n●\nreviewing\nand discussing with management and our independent registered public accounting firm our annual and quarterly financial statements\nand related disclosures as well as critical accounting policies and practices used by us;\n\n \n \n \n\n \n●\ncoordinating\nthe oversight and reviewing the adequacy of our internal control over financial reporting;\n\n \n \n \n\n \n●\nestablishing\npolicies and procedures for the receipt and retention of accounting-related complaints and concerns;\n\n \n \n \n\n \n●\nrecommending\nbased upon the audit committee’s review and discussions with management and our independent registered public accounting firm\nwhether our audited financial statements shall be included in our Annual Report on Form 10-K;\n\n \n \n \n\n \n●\nmonitoring\nthe integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to our financial\nstatements and accounting matters;\n\n \n \n \n\n \n●\npreparing\nthe audit committee report required by SEC rules to be included in our annual proxy statement;\n\n \n \n \n\n \n●\nreviewing\nall related person transactions for potential conflict of interest situations and approving all such transactions; and\n\n \n \n \n\n \n●\nreviewing\nquarterly earnings releases.\n\n \n\n*Compensation\nCommittee*\n\n \n\nAndre\nKeijsers and Tim Nixdorff serve on the compensation committee, which is chaired by Andre Keijsers. Our board of directors has determined\nthat Andre Keijsers and Tim Nixdorff are “independent” as defined in the NYSE American Company Guide and each member is a\n“non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act. We intend to comply with the applicable\nindependent requirements for all members of the compensation committee within the time periods specified under such rules.\n\n \n\n43\n\n \n\n \n\nThe\ncompensation committee’s responsibilities include:\n\n \n\n \n●\nannually\nreviewing and approving corporate goals and objectives relevant to the compensation of our chief executive officer;\n\n \n \n \n\n \n●\nevaluating\nthe performance of our chief executive officer in light of such corporate goals and objectives and determining the compensation of\nour chief executive officer;\n\n \n \n \n\n \n●\nreviewing\nand approving the compensation of our other executive officers;\n\n \n \n \n\n \n●\nreviewing\nand establishing our overall management compensation, philosophy and policy;\n\n \n \n \n\n \n●\noverseeing\nand administering our compensation and similar plans;\n\n \n \n \n\n \n●\nevaluating\nand assessing potential and current compensation advisors in accordance with the independence standards identified in the NYSE American\nCompany Guide;\n\n \n \n \n\n \n●\nretaining\nand approving the compensation of any compensation advisors;\n\n \n \n \n\n \n●\nreviewing\nand making recommendations to our board of directors about our policies and procedures for the grant of equity-based awards;\n\n \n \n \n\n \n●\nevaluating\nand making recommendations to the board of directors about director compensation;\n\n \n \n \n\n \n●\npreparing\nthe compensation committee report required by SEC rules, if and when required, to be included in our annual proxy statement; and\n\n \n \n \n\n \n●\nreviewing\nand approving the retention or termination of any consulting firm or outside advisor to assist in the evaluation of compensation\nmatters.\n\n* *\n\n*Nominating\nand Corporate Governance Committee*\n\n \n\nAndre\nKeijsers, Berndt Hauptkorn, Tim Nixdorff and Adam Eptsein serve on the nominating and corporate governance committee, which is chaired\nby Andre Keijsers. Our board of directors has determined that Andre Keijsers, Berndt Hauptkorn, Tim Nixdorff and Adam Epstein are “independent”\nas defined in the NYSE American Company Guide. We intend to comply with the applicable independent requirements for all members of the\nnominating and corporate governance committee within the time periods specified under such rules.\n\n \n\nThe\nnominating and corporate governance committee’s responsibilities include:\n\n \n\n \n●\ndeveloping\nand recommending to the board of directors criteria for board and committee membership;\n\n \n \n \n\n \n●\nestablishing\nprocedures for identifying and evaluating board of director candidates, including nominees recommended by stockholders;\n\n \n \n \n\n \n●\nreviewing\nthe size and composition of the board of directors to ensure that it is composed of members containing the appropriate skills and\nexpertise to advise us;\n\n \n \n \n\n \n●\nidentifying\nindividuals qualified to become members of the board of directors;\n\n \n \n \n\n \n●\nrecommending\nto the board of directors the persons to be nominated for election as directors and to each of the board’s committees;\n\n \n \n \n\n \n●\ndeveloping\nand recommending to the board of directors a code of business conduct and ethics and a set of corporate governance guidelines; and\n\n \n \n \n\n \n●\noverseeing\nthe evaluation of our board of directors and management.\n\n \n\n44\n\n \n\n \n\n**Code\nof Business Conduct and Ethics**\n\n \n\nWe\nhave adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal\nexecutive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.\nA copy of our code of ethics can be found on our website https://investors.perfectmoment.com/corporate-governance. We intend to\ndisclose future amendments to, or waivers of, our Code, as and to the extent required by SEC regulations, at the same location on our\nwebsite identified above or in public filings.\n\n \n\n**Compensation\nCommittee Interlocks and Insider Participation**\n\n \n\nNone\nof the members of our compensation committee is currently or has been within the past three years one of our officers or an employee.\nNone of our executive officers currently serves, or has served during the last year, as a member of the board of directors or compensation\ncommittee of any entity that has one or more executive officers serving as a member of our board of directors or compensation committee.\n\n \n\n**Corporate\nGovernance Guidelines**\n\n \n\nWe\nhave adopted corporate governance guidelines, that serve as a flexible framework within which our board of directors and its committees\noperate. These guidelines cover a number of areas including the size and composition of the board, board membership criteria and director\nqualifications, director responsibilities, board agenda, meetings of independent directors, committee responsibilities and assignments,\nboard member access to management and independent advisors, director communications with third parties, director compensation, and management\nsuccession planning. A copy of our corporate governance guidelines is available on our website at https://www.investors.perfectmoment.com.\n\n** **\n\n**Conflicts\nof Interest**\n\n \n\nWe\ncomply with applicable state law with respect to transactions (including business opportunities) involving potential conflicts. Applicable\nstate corporate law requires that all transactions involving our company and any director or executive officer (or other entities with\nwhich they are affiliated) are subject to full disclosure and approval of the majority of the disinterested independent members of our\nboard of directors, approval of the majority of our stockholders or the determination that the contract or transaction is intrinsically\nfair to us. More particularly, our policy is to have any related party transactions (i.e., transactions involving a director, an officer\nor an affiliate of our company) be approved solely by a majority of the disinterested independent directors serving on the board of directors.\n\n \n\n**Family\nRelationships**\n\n \n\nMax\nGottschalk, the Chairman of our board of directors, and Jane Gottschalk, our President, Chief Creative Officer and a member of our\nboard of directors, are husband and wife. There are no other family relationships among any of the directors or executive\nofficers."}