{"url_path":"/sec/sntl/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":"2026-06-05","source_url":"https://www.sec.gov/Archives/edgar/data/889353/0001096906-26-000918-index.html","accession_number":"0001096906-26-000918","cik":"0000889353","ticker":"SNTL","issuer_name":"Sentinel Holdings Ltd.","edgar_url":"https://www.sec.gov/Archives/edgar/data/889353/0001096906-26-000918-index.html","primary_entity_key":"0000889353","primary_entity_name":"Sentinel Holdings Ltd."},"word_count":1993,"has_tables":true,"body_markdown":"**Item 10. Directors, Executive Officers and Corporate Governance.**\n\n \n\n*Officers and Directors*\n\n \n\nThe following table contains information as of December 31, 2025 as to each Officer and Director of the Company:\n\n \n\nName\n\n \n\nAge\n\n \n\nPosition\n\n \n\n \n\n \n\n \n\n \n\nKyle Madej\n\n \n\n35\n\n \n\nPresident, Chief Executive Officer, Treasurer, Secretary, and Chairman of the Board of Directors\n\nRaymond Sheets\n\n \n\n61\n\n \n\nChief Financial Officer\n\nBrett Bertolami\n\n \n\n58\n\n \n\nDirector\n\nDean Polizzotto\n\n \n\n58\n\n \n\nDirector\n\n \n\n·\n\n**Kyle Madej -****President, Chief Executive Officer, Treasurer, Secretary, and Chairman of the Board of Directors**\n\n \n\nKyle Madej, MBA, is a business executive, entrepreneur, and community leader with extensive experience in security services, corporate leadership, and nonprofit youth development. He earned his Master of Business Administration from Hawaii Pacific University and began building a career focused on operational growth, leadership, and strategic business development.\n\n \n\nMr. Madej served as Vice President of Onyx Protective Services from 2014 to 2017, where he helped oversee operations and expand service capabilities. In 2017, he founded United Security Specialists Inc., initially serving as Chief Financial Officer from 2017 to 2018 before becoming Chief Executive Officer in 2018. Under his leadership, the company grew significantly and established a reputation for professional security services and operational excellence through 2025.\n\n \n\nIn 2025, Mr. Madej became Chief Executive Officer and Chairman of the Board of Sentinel Holdings Ltd., where he oversees corporate strategy, acquisitions, and portfolio company operations.\n\n \n\nAlongside his corporate leadership, Madej founded Madej Business Advisors in 2021, providing strategic consulting and advisory services to companies seeking growth, operational efficiency, and leadership development.\n\n \n\nOutside of business, Madej is deeply committed to youth sports and international development through athletics. He has served as President of Briarwood Little League since 2015 and is the President of Harmony Baseball Academy Cameroon, a nonprofit organization he has led since 2020 that supports youth development and baseball programs in Cameroon.\n\n \n\nIn 2025, Madej became a U.S. Soccer licensed coach, further expanding his involvement in youth sports and athletic development.\n\n \n\nMadej attended Archbishop Mitty High School in San Jose, California, graduating in 1998.\n\n \n\n·\n**Raymond Sheets – Chief Financial Officer**\n\n \n\nMr. Sheets has a Bachelor of Science in Business Administration majoring in accounting with a minor in finance, marketing and economics. He then obtained his CPA certification while working for a small accounting firm specializing in government audits and small business and individual taxes. While working he attended night school at Cleveland Marshal College of Law where he obtained a law degree. While attending law school, Raymond opened his own accounting firm specializing in small business taxes and consulting which is still operating today. While in law school Raymond became a serial entrepreneur leading to multiple business ownership. Raymond purchased or co-founded multiple business maintaining hands on management in multiple ventures with more than 500 individuals. Mr. Sheets currently serves as the Chief Financial Officer of Sentinel Holdings Ltd.\n\n \n\n \n\n27\n\n*Table of Contents*\n\n \n\n·\n**Dean Polizzotto - Director**\n\n \n\nMr. Polizzotto is the Director of International Procurement with J.P. Instruments for facilities in California, Hong Kong, and Shanghai, leading a team of sixteen employees to organize and source manufacturers for electronic hardware, injection molded parts, and machined aircraft parts. He also acts as the liaison between manufacturers overseas in China, Taiwan, Hong Kong, Korea, and Singapore with J.P. Instruments. Mr. Polizzotto has a broad familiarity with the majority of avionics systems for both commercial and light aircraft and is familiar with the operation of GPS based navigation instrumentation, as well as military drone propulsion systems, aircraft fuel flow meters, and engine data and temperature analyzers.\n\n \n\nMr. Polizzotto completed a SJD (Doctor of Juridical Science) and LLM Degree in Chinese Law from the University of Hong Kong where he studied all aspects of Chinese law, government, politics, including Chinese and international financial markets, international trade, and current trends in international finance. Such studies also included Chinese bankruptcy law, Chinese trade law, the WTO framework, and China’s reform as part of its WTO commitments. Additionally, he also holds Juris Doctorate from the Chapman University College of Law. Mr. Polizzotto currently serves as a Director of Sentinel Holdings Ltd.\n\n \n\n·\n**Brett Bertolami - Director**\n\n \n\nMr. Bertolami has a degree in Economics and Psychology from UNC Charlotte and has used his education to benefit his career which has been primarily in the automotive industry and investing. Brett served in all aspects of the new and used automotive industry, from mechanic to manager of retail and fleet sales, as well as general manager and owner of a successful Ford dealership in Charlotte, North Carolina. For the past ten years Mr. Bertolami has served as an advisor to, and director of, various private and public corporations. He has funded and managed the construction of residential projects as well as serves as an active investor in the stock market and emerging growth companies. Mr. Bertolami currently serves as a Director of Sentinel Holdings Ltd.\n\n \n\n**Appointment of Officers; Family Relationships**\n\n \n\nOur executive officers are appointed by, and serve at the discretion of, our Board of Directors. There are no family relationships among any of our directors or executive officers.\n\n \n\n**Board Composition**\n\n \n\nOur Board of Directors consists of three members: Messrs. Madej, Polizzotto, and Bertolami. Our Directors hold office until their successors have been elected and qualified or until the earlier of their resignation or removal.\n\n \n\nOur articles of incorporation and bylaws provide that the authorized number of directors shall be not less than one or more than seven persons. Within such limits, the number of directors shall be determined by resolution of the Board of Directors. Our bylaws also provide that any vacancy on our Board of Directors, including a vacancy resulting from an expansion of our Board of Directors, may be filled by vote of a majority of our Directors then in office, although less than a quorum or by a sole remaining Director.\n\n \n\nWe have no formal policy regarding board diversity. Our priority in selection of board members is identification of members who will further the interests of our stockholders through his or her established record of professional accomplishment, the ability to contribute positively to the collaborative culture among board members, knowledge of our business, and understanding of the competitive landscape.\n\n \n\n \n\n28\n\n*Table of Contents*\n\n \n\n**Board Committees**\n\n \n\nWe do not currently have regularly scheduled quarterly Board meetings, nor do we have standing audit, nominating or compensation committees of our Board of Directors, or any committee performing similar functions. Our Board of Directors performs the functions of audit, nominating, and compensation committees. As of the date of this report, no member of our Board of Directors qualifies as an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation SK promulgated under the Securities Act.\n\n \n\nThe Company is evaluating expansion of its current Board of Directors, including the addition of an independent board member with sufficient accounting and financial experience to chair an audit committee, as well as creating charters for its contemplated audit committee and compensation committee. Our Board of Directors expects to establish standing committees in connection with the discharge of its responsibilities.\n\n \n\n**Code of Business Conduct and Ethics**\n\n \n\nWe have adopted a written code of business conduct and ethics that applies to our directors, officers, and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. Following the filing of this Report, a copy of the code will be made available in the investor relations section of our website, *sentinelholdingsltd.net*, and at our corporate office which is located at 44262 North Division Street, Lancaster, CA 93535. If we make any substantive amendments to, or grant any waivers from, the code of business conduct and ethics for any officer or director, we will disclose the nature of such amendment or waiver on our website and in a current report on Form 8-K.\n\n \n\n**Board Diversity**\n\n \n\nUpon the formation of our nominating and corporate governance committees, they will be responsible for reviewing with the Board of Directors, on an annual basis, the appropriate characteristics, skills and experience required for the Board of Directors as a whole and its individual members.\n\n \n\nIn evaluating the suitability of current members and the candidacy of prospective members of the Board of Directors, the nominating and corporate governance committees may consider many factors, including but not limited to the following:\n\n \n\n·\n\nPersonal and professional integrity;\n\n·\n\nEthics and values;\n\n·\n\nExperience in corporate management, such as serving as an officer or former officer of a publicly held company;\n\n·\n\nProfessional and academic experience relevant to our industries;\n\n·\n\nExperience as a board member of another publicly held company;\n\n·\n\nStrength of leadership skills;\n\n·\n\nExperience in finance and accounting and/or executive compensation practices;\n\n·\n\nAbility to devote the time required for preparation, participation and attendance at board of directors’ meetings and committee meetings, if applicable;\n\n·\n\nBackground, gender, age and ethnicity;\n\n·\n\nConflicts of interest; and\n\n·\n\nAbility to make mature business judgments.\n\n \n\n**Non-Employee Director Compensation**\n\n \n\nOne of our non-employee directors, Brett Bertolami, receives an annual cash retainer of $10,000.\n\n \n\nIn addition, we reimburse all of our directors for travel and other necessary business expenses incurred in the performance of director services and extend coverage to them under our directors’ and officers’ indemnity insurance policies.\n\n \n\n \n\n29\n\n*Table of Contents*\n\n \n\n**Environmental, Social and Governance**\n\n \n\nWe believe that how we manage our impact on the environment and climate change; how we manage our relationships with employees, suppliers, customers and the communities where we operate; and the accountability of our leadership to our stockholders are critically important to our business. We are especially committed to supporting our employees and fostering a culture of diversity and inclusion that makes our employees feel safe, empowered, and engaged.\n\n \n\nFollowing the filing of this Report, we plan to engage resources to focus on a broader Environmental, Social and Governance (ESG) program across our business. We are targeting to complete an ESG assessment by the end of the year. This assessment will help us prioritize our ESG strategies going forward.\n\n \n\n**Involvement in Certain Legal Proceedings**\n\n \n\nNo executive officer or director has been involved in the last ten years in any of the following:\n\n \n\n·\n\nAny bankruptcy petition filed by or against any business or property of such person, or of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;\n\n·\n\nAny conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);\n\n·\n\nBeing subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;\n\n·\n\nBeing found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;\n\n·\n\nBeing the subject of or a party to any judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended or vacated relating to an alleged violation of any federal or state securities or commodities law or regulation, or any law or regulation respecting financial institutions or insurance companies, including but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail, fraud, wire fraud or fraud in connection with any business entity; or\n\n·\n\nBeing the subject of or a party to any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act, any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member."}