{"url_path":"/sec/royl/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":"2026-07-13","source_url":"https://www.sec.gov/Archives/edgar/data/1694617/0001185185-26-002897-index.html","accession_number":"0001185185-26-002897","cik":"0001694617","ticker":"ROYL","issuer_name":"Royale Energy, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1694617/0001185185-26-002897-index.html","primary_entity_key":"0001694617","primary_entity_name":"Royale Energy, Inc."},"word_count":2137,"has_tables":true,"body_markdown":"**Item 10 Directors, Executive Officers and Corporate Governance**\n\n \n\nAll of our directors serve one-year terms from the time of their election\nto the time their successor is elected and qualified. The following information is furnished with respect to each director and executive\nofficer who served as such during the fiscal year ended December 31, 2025:\n\n \n\n**Name**\n \n**Age**\n \n**First Became Director\nor Executive Officer**\n \n**Positions Held**\n\nChris Parada (1) (2)(3)(4)\n \n55\n \n2021\n \nChairman of the Board\n\nJonathan Gregory   (2)(3)\n \n62\n \n2014\n \nVice-Chair of the Board of Directors\n\nJohnny Jordan\n \n66\n \n2018\n \nChief Executive and Operating officer and Director\n\nRonald Lipnick\n \n66\n \n2021\n \nChief Financial Officer\n\nJohn Sullivan (1)(2)(3)(4)\n \n68\n \n2021\n \nDirector\n\nJeff Kerns (1) (2)(3)(4)\n \n69\n \n2021\n \nDirector\n\nStephen Hosmer\n \n59\n \n1995\n \nDirector\n\n \n\n(1)\nMembers of the audit committee\n\n(2)\nMembers of the compensation committee\n\n(3)\nMembers of the nominations committee\n\n(4)\nMembers indentified as independent\n\n \n\nThe board has determined that directors John Sullivan, Chris Parada,\nand Jeff Kerns qualify as independent directors.\n\n \n\nThe following summarizes the business experience of each director and\nexecutive officer for the past six years.\n\n \n\nChris Parada – Chairman of the Board\n\n \n\nMr. Parada currently serves as Managing Director – Energy Finance\nfor Cornerstone Capital Bank, a position he has held since January 2023. With over 30 years of experience in energy finance, Mr. Parada\nspecializes in providing debt capital and structured solutions to private exploration and production (E&P) and midstream oil\nand gas companies throughout the United States. From April 2021 through December 2022, Mr. Parada was an energy banker, with the title\nof Vice President of Business Development for Finergy Capital/EnRes Resources, an alternative investment fund providing structured capital\nsolutions to upstream oil and gas companies.  From 2013-2019 he served as Managing Director - Head of Energy Finance at LegacyTexas\nBank, where his team executed over $1.5 billion of transactions.  Mr. Parada has over 25 years of experience in oil and gas banking\nand finance.  Mr. Parada holds a Bachelor of Business Administration in Finance from Texas A&M University.\n\n \n\nJonathan Gregory – Vice-Chair of the board of directors\n\n \n\nMr. Gregory became a director of Royale in March 2014 and served as\nRoyale’s chief executive officer from September 10, 2015, until June 1, 2018. Prior to becoming Royale’s CEO, Mr. Gregory,\nfrom March 2014 to July 2015, served as Chief Financial Officer and Chief Business Development Strategist for Americo Energy Resources,\na private exploration and production company located in Houston, Texas. Prior to serving as CFO of Americo Energy, Mr. Gregory was CFO\nof J&S Oil & Gas, LLC, from April 2012 to February 2014. From December 2004 to April 2012, Mr. Gregory was head of the energy\nlending group in Houston, Texas for Texas Capital Bank, N.A. Mr. Gregory is presently CEO of RMX, a private Texas based oil and gas company\nwith oil and gas properties primarily located in California, in which, Royale holds an equity interest. Mr. Gregory is also a Credit Advisor\nto Anvil Capital Partners, a private debt capital provider to upstream energy companies and serves on the advisory board of the Center\nfor Compassionate Leadership. Mr. Gregory graduated from Lamar University in 1986 with a Bachelor’s degree in Finance.\n\n \n\nJohn Sullivan – Director\n\n \n\nMr. Sullivan first became a director and began serving as the Chairman\nof the board in 2021. Mr. Sullivan is the President of LTD Consulting Services LLC, which provides consulting and management services\nto private and public companies in the US and SE Asia, a position he has held since 2017. Previously, he held the position of Sr. Director\nat MMI International, a privately held, global supplier to the Data Storage, Aerospace and Oil and Gas industries from 2011-2017. In this\nrole, he oversaw the sales and global operations for the Precision Forming Group, a division of MMI, with $250 million in annual sales.\n\n \n\n14\n\n[Table of Contents](#toc) \n\n \n\nPrior to this, as Director of Operations, COO and President, he spent\neleven years, from 1999 until 2011, with Intri-Plex Technologies Inc., a leading design, engineering and manufacturing company to the\nData Storage, Semi-conductor and Medical industries. In his various roles, he led the development and implementation of strategic sales\nand operating initiatives that resulted in significant top and bottom line growth. Overseeing the expansion of the business from a domestic\nmanufacturing company to an international supplier of precision components with manufacturing facilities located in the US and SE Asia.\n\n \n\nPreviously, he served as COO and President of KR Precision Public Co.\nLtd., a publicly held, global supplier of precision mechanical components, John was instrumental in transforming a small privately held\ncompany from a niche supplier to a publicly held industry leader listed on the SET 50.\n\n \n\nJohn began his career in 1980 as an entrepreneur, spending ten years\nas a small business owner in the security and life safety industry. He grew his company organically and through acquisition, diversified\nits offerings and expanded its geographic footprint prior to it being acquired by ADT International in, a global leader in security and\nlife safety industry, in 1990.\n\n \n\nJohnny Jordan – Chief Executive Officer, President, Chief Operating\nOfficer and Director\n\n \n\nMr. Jordan is a petroleum engineer with expertise in acquisitions,\nfield economics and reserves analysis, bank negotiations, reservoir and field operations, and multi-team interaction. Mr. Jordan has been\nRoyale Energy’s Chief Executive Officer since 2019. Mr. Jordan served on the board of directors of Matrix Oil Corporation (“Matrix”)\nand currently serves on the board of directors of both RMX Resources and CIPA. Mr. Jordan has been active in the oil and gas industry\nsince 1980 beginning as a floor hand on a well service rig. He has held various staff and supervisory positions for Exxon, Mack Energy,\nEnron Oil and Gas and Venoco Corporation. He co-founded Matrix in 1999 and served as its president until its merger with Royale in 2018.\nMr. Jordan is a member of the Society of Petroleum Engineers, American Petroleum Institute and the Texas Independent Producers and Royalty\nOwners Association. Mr. Jordan has managed acquisition evaluations in many of the oil and gas producing basins in the US. Mr. Jordan received\na B.S. in Chemical Engineering from the University of Oklahoma in 1983.\n\n \n\nJeff Kerns – Director\n\n \n\nMr. Kerns was a founding partner of Matrix in 1999, which merged with\nRoyale Energy, Inc. nearly 20 years later in 2018. As a director and officer of Matrix, Mr. Kerns participated in growing Matrix from\nzero production to owning and operating nearly 500 bbls of oil per day. Mr. Kerns was involved in all aspects of Matrix’s growth,\nbut his primary focus was day to day operations.\n\n \n\nMr. Kerns has served as a consulting engineer to Royale Energy and\nMatrix from 2018 to present.\n\n \n\nMr. Kerns started in the oil and gas business over 40 years ago as\na roughneck in North Dakota working on rigs that drilled through the now famous Bakken Shale heading for deeper targets. Prior to Matrix,\nMr. Kerns has held various staff and supervisory positions with Mobil Oil Corp (now ExxonMobil) and Venoco Inc, a small independent company\nheadquartered in Santa Barbara, CA. He also gained broad skills working for many years as a consultant in the oil and gas business.\n\n \n\nMr. Kerns is a registered Professional Engineer in the state of CA.\nHe received a BS degree from Stanford University in 1979. He served as an elected public official for 10 years on the local sanitary district\nboard of directors as well as serving as a past president of a local Rotary International club and president of the San Joaquin Chapter\nof the American Petroleum Institute and has maintained a long term affiliation with SPE.\n\n \n\nStephen Hosmer – Director, Corporate Secretary\n\n \n\nMr. Hosmer first became a director in 1998, and served through 2018.\nHe was then reappointed in January 2022, following his departure as the Company’s Chief Financial Officer, where he served since\n1995. Mr. Hosmer also served as the Company’s Co-Chief Executive Officer from 2008 until September 2015.\n\n \n\nDuring his tenure as CFO, Mr. Hosmer managed the development of over\n178 wells, raised capital through a combination of debt and equity sources, and led the acquisition of more than 200 square miles of 3D\nseismic data. Mr. Hosmer holds a Bachelor of Science degree in Business Administration from Oral Roberts University in Tulsa, Oklahoma\nand an MBA degree from the President/Key Executive program at Pepperdine University.\n\n \n\nMr. Hosmer currently serves as the CFO for Owners in Honor, Managing\nPartner of Provident Ventures, and has also served on the board and/or consults for a number of not-for-profit organizations, including\nVenture Expeditions and Exile International, and Wycliffe Bible Translators.\n\n \n\n15\n\n[Table of Contents](#toc) \n\n \n\nRonald Lipnick – Chief Financial Officer\n\n* *\n\nMr. Lipnick has been with the Company since May 1993 and has been the\nChief Financial Officer since February 2022. Prior to that he had been the Controller since February 1994. He is responsible for the Company’s\naccounting operations from daily accounting activities and general ledger reconciliation to the preparation of financial statements for\nthe Company’s SEC filings. He also works closely with Royale’s certified public accountants during their yearly audits. Mr.\nLipnick has more than 37 years of experience in the accounting field. He has a Bachelor of Science in Accounting and a Master of Business\nAdministration in Finance from Oral Roberts University, Tulsa, Oklahoma. \n\n \n\n**Audit Committee**\n\n \n\nThe board has appointed an audit committee to assist the board of directors\nin carrying out its responsibility as to the independence and competence of the Company’s independent public accountants. All members\nof the audit committee are independent members of the board of directors. The audit committee operates pursuant to an audit committee\ncharter, which has been adopted by the board of directors to define the committee’s responsibilities. A copy of the audit committee\ncharter is posted on our website, www.royl.com. The board has determined that Chris Parada qualifies as an “audit committee\nfinancial expert” as defined in Item 407(d)(5) of Regulation S-K.\n\n \n\nAt the end of 2025, the members of the audit committee were John Sullivan\n(Chair), Jeff Kerns, Chris Parada and Jonathan Gregory.\n\n \n\nIn 2025 there were four meetings of the audit committee, at which all\nmembers participated.\n\n \n\n**Compensation Committee**\n\n \n\nAlthough the Company is not required to maintain a compensation committee,\nthe board has nonetheless appointed a compensation committee to assist the board of directors with respect to executive recruitment, selection,\nevaluation and compensation. This committee reviews and advises the board of directors on matters involving the personnel/human resource\npolicies, its compensation program, and corporate strategy in compliance with public policy personnel/employment regulations in a changing\nenvironment. The compensation committee operates pursuant to a charter, which has been adopted by the board of directors to define the\ncommittee’s responsibilities. The compensation committee charter provides that the committee consist of at least two (2) independent\ndirectors. A copy of the compensation committee charter is posted on our website, www.royl.com.\n\n \n\nAt the end of 2025, the members of the compensation committee were\nJeff Kerns, John Sullivan, Chris Parada, Jonathan Gregory.\n\n \n\nIn 2025, there was 1 meeting of the compensation committee, at which\nall members participated.\n\n** **\n\n**Nominating Committee**\n\n \n\nAlthough the Company is not required to maintain a nominating committee,\nthe board has nonetheless appointed a nominating committee to assist the board of directors in identifying qualified individuals to become\nboard members, receive and review recommendations by shareholders for board nominations, and determine whether existing board members\nshould be nominated for re-election. The nominating committee operates pursuant to a charter, which has been adopted by the board of directors\nto define the committee’s responsibilities. The nominating committee charter provides that the committee consist of at least two\nindependent directors. A copy of the nominating committee charter is posted on our website, www.royl.com.\n\n \n\nAt the end of 2025, the members of the nominating committee were Chris\nParada, John Sullivan (Chair), and Jeff Kerns, each of whom is an independent director.\n\n \n\nIn 2025, there was 1 meeting of the nominating committee, at which\nall members participated.\n\n \n\n**Code of Business Conduct and Ethics**\n\n \n\nWe have adopted a code of business conduct and ethics for our directors\nand executive officers. The code is posted on our website, www.royl.com.\n\n \n\n16\n\n[Table of Contents](#toc) \n\n \n\n**Delinquent Section 16(a) Reports**\n\n \n\nSection 16(a) of the Exchange Act and Securities and Exchange Commission\nregulations require that Royale’s directors, certain officers, and greater than 10 percent shareholders file reports of ownership\nand changes in ownership with the SEC and furnish Royale with copies of all such reports they file. The following Form 4’s for common\nstock issued to current and former board members were filed late, each of these filings consisted of two transactions that occurred in\n2024:\n\n \n\n**Form 4 2024 Common Stock Issuance - Late Filings:**\n\n \n\n**Recipient**\n \n**Shares\nissued\n2024**\n \n \n**Form 4\nFiling\nStatus**\n\nJohnny Jordan\n \n \n10,498,464\n \n \nIn Process\n\nJeffrey Kerns\n \n \n9,836,649\n \n \nIn Process"}