{"url_path":"/sec/snrg/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/1652539/0001062993-26-003641-index.html","accession_number":"0001062993-26-003641","cik":"0001652539","ticker":"SNRG","issuer_name":"SusGlobal Energy Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1652539/0001062993-26-003641-index.html","primary_entity_key":"0001652539","primary_entity_name":"SusGlobal Energy Corp."},"word_count":2024,"has_tables":true,"body_markdown":"**Item 10.*****Directors, Executive Officers and Corporate Governance.***\n\nOur Board of Directors consisted of three independent directors and one director who is from management at December 31, 2025. For the size and scope of our business and operations, we believe a board of approximately five members is more appropriate and small enough to allow for effective communication among the members but large enough so that we get a diverse set of perspectives and experiences around our board room. Our bylaws provide that, in uncontested elections, directors will be elected by a majority of the votes cast, and in contested elections, directors will be elected by a plurality of the votes cast.\n\nEach director on our Board of Directors will serve a one-year term or until their successor has been duly elected and qualified, subject to their earlier death, resignation, disqualification or removal. Pursuant to the DGCL and our bylaws, in general, any vacancies on our Board of Directors resulting from death, retirement, resignation, disqualification, removal or other cause may be filled only by an affirmative vote of a majority of the remaining directors then in office, although less than a quorum, or by a sole remaining director. Our current directors and executive officers are as follows:\n\n**Name**\n**Age**\n**Position**\n\n \n \n \n\nMarc M. Hazout\n61\nChairman of the Board, President, Chief Executive Officer and Director\n\n \n \n \n\nIke Makrimichalos\n70\nChief Financial Officer\n\n \n \n \n\nAndrea Calla\n73\nDirector\n\n \n \n \n\nGary Herman\n61\nDirector\n\n \n \n \n\nSusan Harte\n61\nDirector\n\nWe believe that each of our directors and executive officers possesses the experience, skills and qualities to fully perform his duties as a director or executive officer and contribute to our success. Our directors were nominated because each is of high ethical character, highly accomplished in his field with superior credentials and recognition, has a reputation, both personal and professional, that is consistent with our image and reputation, has the ability to exercise sound business judgment, and is able to dedicate sufficient time to fulfilling his obligations as a director. Our directors as a group complement each other and each of their respective experiences, skills and qualities so that collectively the Board operates in an effective, collegial and responsive manner. Similarly, for the executive officers. Described below are the directors' and executive officers' principal occupations and other pertinent information about particular experience, qualifications, attributes and skills that led the Board and management to conclude that such person should serve as a director or executive officer.\n\n**Marc M. Hazout**, age 61, founded SusGlobal Energy Corp. in 2014, and currently serves as Chairman, President and CEO. Mr. Hazout brings over 30 years of experience in public markets, finance and business operations to SusGlobal Energy Corp. Over the past several years Mr. Hazout has been involved in acquiring, restructuring and providing management services, as both a Director and an Officer, to several publicly traded companies. In 1998, Mr. Hazout founded and has been President and CEO of Travellers International Inc., a private equity firm headquartered in Toronto. Travellers has been involved in a multitude of successful capital market transactions over the past two decades. Mr. Hazout attended York University in Toronto studying International Relations and Economics. Mr. Hazout speaks English, French, and Hebrew.\n\nThe determination was made that Mr. Hazout should serve on our Board of Directors because he possesses significant experience in securities and capital markets.\n\n72\n\n**Ike Makrimichalos,** age 70, is a Chartered Professional Accountant (Chartered Accountant), with over 25 years of experience in servicing public and private companies, including manufacturing, automotive, technology & telecommunications and insurance, for Deloitte LLP in Toronto. Mr. Makrimichalos has served as a Chief Financial Officer and Controller in the mining sector for companies with global operations and multiple filing jurisdictions and currently also serves as a Chief Financial Officer in the financial services sector, along with providing financial consulting services for several private companies. Mr. Makrimichalos graduated from the University of Toronto with a Bachelor of Arts degree.\n\nThe determination was made that Mr. Ike Makrimichalos join the executive team because he possesses significant experience in financial reporting and accounting matters.\n\n**Independent Directors**\n\n**Andrea Calla,** age 73, has been a member of the Board since November 14, 2018. Mr. Calla is President and CEO of the Calla Group and is an accomplished professional with over 35 years of experience in business, more recently a senior executive for ten years with The Tridel Group, one of Canada's largest community builders/developers. He was actively involved in the different company divisions and all facets of the industry. He is also Managing Partner of The Callian Capital Group, a globally active Toronto-based investment and capital management firm. Mr. Calla has held key leadership and entrepreneurial roles driving innovative, practical and effective changes to improve quality of life through various company start-ups across diverse industries, some include: Chairman, Deep Geo Inc., a global nuclear waste management company, Chairman & Co-Founder of TransAsia Investment Partners, Hong Kong, Founding Director of 350 Capital, a \"cleantech\" investment company, Co-Founder of Nordicon, a design-build company, Canada, US, Mid-East, Founding member of Novator, pioneer in e-commerce and AI, helped make it the 14th fastest growing company in Canada, reported by Profit 100 magazine, Board of Sumbola, an innovative internet e-publishing company, Co-Founder, Board member of Twin Hills Resources, developer of partial upgrading cavitation technology, reducing the viscosity of oil sands bitumen to flow through pipelines without having to be blended with diluent, Board of SEL Global, an innovative Mobile Shopping Solutions Software and Advertising company, software developed in Silicon Valley, Advisory Board of Magnovate, innovative Magnetic Levitation transportation systems, Co-Founder of Fusion Sailboats, designed, developed, manufactured and distributed the Fusion 15, winner of Sailing World's \"International Boat of the Year\" in 2003, Advisory Board of Dorsay Development Corp., currently planning a purpose-built community in the GTA with a ground-breaking model in place-making. The over 1,200-acre community will combine global best practices in creating a sustainable community that is economically, environmentally, socially healthy and resilient. Throughout his career, Andrea has been committed to City and Community building, improving the quality of life in urban regions and continually driving innovative, practical and effective change in different sectors through his leadership and entrepreneurial skills. Andréa holds a Bachelor of Architecture from the University of Toronto, a Master of Science from Columbia University, New York and an Executive MBA from Ivey School of Business, Western University.\n\nThe determination was made that Mr. Calla should serve on our Board of Directors due to his extensive technical and business experience, which will be extremely valuable as the Company continues to grow.\n\n**Gary Herman**, age 61, has served on our Board since April 2021. Mr. Herman is a seasoned investor with many years of investment and business experience. From 2005 to 2020 he co-managed Strategic Turnaround Equity Partners, LP (Cayman) and its affiliates. From January 2011 to August 2013, he was a managing member of Abacoa Capital Management, LLC, which managed Abacoa Capital Master Fund, Ltd., focused on a Global-Macro investment strategy. From 2005 to 2020, Mr. Herman was affiliated with Arcadia Securities LLC, a New York-based broker-dealer. From 1997 to 2002, he was an investment banker with Burnham Securities, Inc. From 1993 to 1997, he was a managing partner of Kingshill Group, Inc., a merchant banking and financial firm with offices in New York and Tokyo. Mr. Herman has a B.S. from the University at Albany with a major in Political Science and minors in Business and Music. Mr. Herman has many years of experience serving on the boards of public and private companies. He presently sits on the boards of Advent Technologies Holdings, Inc. (OTCQB: ADN) and Wellgistics, Inc. (NASDAQ: WGRX).\n\nWe believe Mr. Herman's extensive board and investment experience makes him well qualified to serve as a member of our Board of Directors.\n\n**Susan Harte**, age 61, has been a member of the Board since June 1, 2021. Ms. Harte is a nationally recognized leader in site selection, location economics and incentives. She is currently a principal of the international site selection consulting firm Hickey & Associates. For over 25 years, she has combined her expertise in commercial real estate, site selection and economic development, to assist her clients with leveraging location as a competitive advantage. Throughout her practice, Ms. Harte has led her clients to achieving better business outcomes by integrating strategic planning techniques and implementation frameworks to drive internal stakeholder consensus around location decisions. She has managed major site selection projects for many Fortune 500 companies involving complex multi-jurisdictional competitive strategies. Pursuant to this work, she has structured, negotiated and secured over US$1billion in location incentives such as real estate and personal property tax abatements, sales tax exemptions, grants and specialty bond financing for her clients' projects. Prior to her current position, Ms. Harte was a Senior Vice President at CBRE, the world's largest commercial real estate services and investment firm, in the global Location Advisory and Transactions Services group. She previously was Director of the Business Economic Incentives Practice at Jones Lang LaSalle having joined the company after seven years with the New York City boutique law firm of Stadtmauer Bailkin. She also served a term as the Director of National Incentives Practice at Grant Thornton one of the largest accounting firms in the world and as Director of Industry Development at Empire State Development Corporation, New York State's economic development agency.\n\n73\n\nWe believe that these experiences make Ms. Harte well-qualified to serve as a member of the Board.\n\n**Director Compensation Policy**\n\nThe Company's current director compensation policy includes a fee of $17,893 (C$25,000) to all independent directors annually. The director compensation for the years ended December 31, 2025 and 2024 are as follows:\n\n**Director Compensation**\n\nName\nFees\nearned or\npaid in\ncash ($)\nStock\nawards ($)\nOption\nawards ($)\nNon-equity\nincentive\nplan\ncompensation\n($)\nNonqualified\ndeferred\ncompensation\nearnings ($)\nAll other\ncompensation ($)\nTotal ($)\n\n(a)\n(b)(ii)\n(c)\n(d)\n(e)\n(f)\n(g)\n(h)\n\n \n \n \n \n \n \n \n \n\nMarc Hazout\n-\n-\n-\n-\n-\n-\n-\n\nAndrea Calla\n2025-$17,893(i) (C$25,000)\n2024-$18,255(i) (C$25,000)\n-\n-\n-\n-\n-\n2025-$17,893 (C$25,000)\n2024-$18,255 (C$25,000)\n\nGary Herman\n2025-$17,893(i) (C$25,000)\n2024-$18,255(i) (C$25,000)\n**--**\n-\n-\n-\n-\n2025-$17,893 (C$25,000)\n2024-$18,255 (C$25,000)\n\nSusan Harte\n\nBruce\nRintoul\n2025-$18,255(i) (C$25,000)\n2024-\n$18,255(i) (C$25,000)\n \n2024-$13,691 (i)(ii)\n(C$18,750)\n**-**\n\n**-**\n-\n\n \n-\n\n \n-\n\n \n-\n\n \n2025-$17,893 (C$25,000)\n2024-$18,255 (C$25,000)\n2024-$13,691\n(C$18,750\n\n \n\n74\n\n(i)  The fees earned for services are unpaid at December 31, 2025 and at the date of this filing.\n\n(ii) On September 27, 2024, a majority of the shareholders of the Company, acting via written consent in lieu of a special meeting, in compliance with Article 1 Section 9 of the Company's by-laws, voted to remove Mr. Bruce Rintoul from his position as a member of the Board, effectively immediately. Refer to Form 8-K/A filed by the Company with the SEC on October 15, 2024.\n\nWe have adopted a code of ethics that applies to our Chief Executive Officer and President, and Chief Financial Officer, as well as other officers, directors and employees of the Company. The code of ethics, entitled \"Code of Conduct,\" is posted on our website at www.susglobalenergy.com under the section \"Corporate Governance\" within the \"Investor Relations\" tab.\n\n**Delinquent Section 16(a) Reports**\n\nSection 16(a) of the Exchange Act requires the Company's executive officers and directors, and persons who own more than 10% of the Company's common stock, to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the SEC.\n\nBased solely on the Company's review of the copies of such Forms and written representations from certain reporting persons, the Company believes that all filings required to be made by the Company's Section 16(a) reporting persons during the Company's fiscal year ended December 31, 2025 were made on a timely basis.\n\nInsider Trading Policy\n\nWe have adopted an insider trading policy for directors, officers and employees of the Company that govern the purchase, sale and/or other dispositions of the Company's securities and other securities by our directors, executive officers, employees and any member of his or her immediate family living in his or her household. A copy of such policy is filed hereto as Exhibit 19.1 and is incorporated herein by this reference."}