{"url_path":"/sec/rngc/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":"2026-07-14","source_url":"https://www.sec.gov/Archives/edgar/data/1434740/0001477932-26-004299-index.html","accession_number":"0001477932-26-004299","cik":"0001434740","ticker":"RNGC","issuer_name":"Ranger Gold Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1434740/0001477932-26-004299-index.html","primary_entity_key":"0001434740","primary_entity_name":"Ranger Gold Corp."},"word_count":1539,"has_tables":true,"body_markdown":"**Item 10. Directors, Executive Officers and Corporate Governance**\n\n \n\nThe following table lists our officers and directors as of the date of this Annual Report:\n\n \n\n**Name**\n\n**Age**\n\n \n\n**Title**\n\nBryan Glass\n\n \n\n51\n\n \n\nPresident, Chief Financial Officer, Secretary and Director\n\n \n\nBryan Glass was appointed custodian of the Company in January 2019 and was elected as the sole director of the Company shortly thereafter. Mr. Glass has been involved in the securities industry since 1996. Since early 2012, Mr. Glass has been the President and CEO of Empire State Financial, Inc. a full service FINRA member broker dealer established in 1971. From 2010 to 2012, he worked with Delta Equity Services through which he operated Bryan Glass Securities. From 2006 to 2010, he was a Vice President of Investments at Morgan Stanley. He currently holds the Series 7, 24, 53, 63 and 65 securities licenses. Mr. Glass also has other business interests and activities We believe that Mr. Glass is qualified to serve as a director of the Company because of his extensive involvement with public companies during the course of his career.\n\n \n\nThe term of office of our director expires at the Company’s annual meeting of stockholders or until his successor is duly elected and qualified. Directors are not compensated for serving as such. Officers serve at the discretion of the board of directors.\n\n \n\nThe Company has no employees other than Mr. Glass.\n\n \n\n**Involvement in Certain Legal Proceedings**\n\n \n\nOur sole director and executive officer has not been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past 10 years.\n\n \n\n**Term of Office**\n\n \n\nAll our directors will hold office until their successors have been elected and qualified or appointed or the earlier of their death, resignation or removal. Executive officers are appointed and serve at the discretion of the board of director.\n\n \n\n**Section 16(a) Beneficial Ownership Reporting Compliance**\n\n \n\nSection 16(a) of the Exchange Act requires our directors, executive officers and ten percent stockholders to file initial reports of ownership and announcements of changes in ownership of our common stock with the Commission. Directors, executive officers and ten percent of stockholders are also required to furnish us with copies of all Section 16(a) forms that they file. Based upon a review of these filings, we believe the required Section 16(a) reports covering the fiscal year ended March 31, 2026 were filed late.\n\n \n\n**Board Composition**\n\n \n\nOur bylaws provide that the size of our Board will be determined from time to time by the resolution of our Board. Currently, our Board comprises one member.\n\n \n\n**Election of Directors**\n\n \n\nOur bylaws provide that a majority vote of our stockholders elect the members of our Board.\n\n \n\n \n\n20\n\n*Table of Contents*\n\n \n\n**Corporate Governance**\n\n \n\nOur Board has not established any committees, including an audit committee, a compensation committee or a nominating committee, or any committee performing similar functions. The functions of those committees are being undertaken by our Board. Because we do not have any independent directors, our Board believes that the establishment of committees of our Board would not provide any benefits to our Company and could be considered more form than substance.\n\n \n\nWe do not have a policy regarding the consideration of any director candidates that may be recommended by our stockholders, including the minimum qualifications for director candidates, nor have our officers and directors established a process for identifying and evaluating director nominees. We have not adopted a policy regarding the handling of any potential recommendation of director candidates by our stockholders, including the procedures to be followed. Our officers and directors have not considered or adopted any of these policies as we have never received a recommendation from any stockholder for any candidate to serve on our Board.\n\n \n\nGiven our relative size and lack of directors’ and officers’ insurance coverage, we do not anticipate that any of our stockholders will make such a recommendation in the near future. While there have been no nominations of additional directors proposed, in the event such a proposal is made, all current members of our Board will participate in the consideration of director nominees.\n\n \n\nAs with most small, early-stage companies until such time as our Company further develops our business, achieves a stronger revenue base and has sufficient working capital to purchase directors’ and officers’ insurance, we do not have any immediate prospects to attract independent directors. When we are able to expand our Board to include one or more independent directors, we intend to establish an audit committee of our Board. It is our intention that one or more of these independent directors will also qualify as an audit committee financial expert. Our securities are not quoted on an exchange that has requirements that a majority of our Board members be independent and we are not currently otherwise subject to any law, rule or regulation requiring that all or any portion of our Board include “independent” directors, nor are we required to establish or maintain an audit committee or other committees of our Board.\n\n \n\n**Meetings of the Board**\n\n \n\nDuring fiscal 2026, our Board did not hold any in-person or telephonic meetings nor did it act by written consent.\n\n \n\n**Code of Ethics**\n\n \n\nThe Company has adopted a formal code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The full text of our code of ethics was previously filed as Exhibit 14 to our Annual Report on Form 10-K for the fiscal year ended March 31, 2024.\n\n \n\nThe Company does not currently maintain an internet website. Consequently, we intend to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding any future amendments to, or waivers from, a provision of our code of ethics by filing a Current Report on Form 8-K with the Securities and Exchange Commission within the permitted regulatory timeframe.\n\n \n\nThe Company will provide a physical copy of its code of ethics to any person, without charge, upon written request. Such requests must be directed to our corporate secretary at the address of our principal executive offices listed on the cover page of this Annual Report.\n\n \n\n \n\n21\n\n*Table of Contents*\n\n \n\n**Committees of our Board of Directors**\n\n \n\nOur securities are not quoted on an exchange that has requirements that a majority of our Board members be independent and we are not currently otherwise subject to any law, rule or regulation requiring that all or any portion of our Board include “independent” directors, nor are we required to establish or maintain an Audit Committee or other committees of our Board.\n\n \n\nOur Board does not have standing audit, compensation or nominating committees. Our Board does not have a member that qualifies as an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K. Our Board does not believe committees are necessary based on the size of our Company, the current levels of compensation to corporate officers and voting control lies with our current Board. Our Board will consider establishing audit, compensation and nominating committees at the appropriate time.\n\n \n\nThe entire Board participates in the consideration of compensation issues and of director nominees. Candidates for director nominees will be reviewed in the context of the current composition of the Board and our operating requirements and the long-term interests of our stockholders. In conducting this assessment, the Board will consider professional and business skills, experience, expertise, diversity, judgment and such other factors as it deems appropriate given the current needs of the Board and our company, to maintain a balance of knowledge, experience and capability.\n\n \n\n**Nomination Process**\n\n \n\nDuring the 2026 fiscal year, we did not effect any material changes to the procedures by which our stockholders may recommend nominees to our Board. Our Board does not have a policy with regards to the consideration of any director candidates recommended by our stockholders. Our Board has determined that it is in the best position to evaluate our Company’s requirements as well as the qualifications of each candidate when the Board considers a nominee for a position on our Board. If stockholders wish to recommend candidates directly to our Board, they may do so by sending communications to the President of our Company at the address on the cover of this Annual Report.\n\n \n\n**Director Compensation**\n\n \n\nOur current director does not receive separate compensation for his service on our Board. Our Board has the authority to fix the compensation of directors. We do not intend to pay employee directors a separate fee for their Board services.\n\n \n\nNo compensation was paid to our director for his service as a director during the year ended March 31, 2026.\n\n \n\n**Compliance with Section 16(a) of the Securities Exchange Act of 1934**\n\n \n\nSection 16(a) of the Exchange Act requires directors, executive officers and holders of more than 10% of an equity security registered pursuant to Section 12 of the Exchange Act to file various reports with the SEC. Based on information provided to the Company by the Company sole director and executive officer, the reports required to be filed pursuant to Section 16 were filed late.\n\n \n\n**Procedures for Nominating Directors**\n\n \n\nThere have been no material changes to the procedures by which security holders may recommend nominees to the Board during the quarter ended March 31, 2026.\n\n \n\n \n\n22\n\n*Table of Contents*"}