{"url_path":"/sec/sund/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/1171838/0001493152-26-031046-index.html","accession_number":"0001493152-26-031046","cik":"0001171838","ticker":"SUND","issuer_name":"Sundance Strategies, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1171838/0001493152-26-031046-index.html","primary_entity_key":"0001171838","primary_entity_name":"Sundance Strategies, Inc."},"word_count":1865,"has_tables":true,"body_markdown":"**ITEM\n10: Directors, Executive Officers, and Corporate Governance**\n\n \n\n**Identification\nof Directors and Executive Officers**\n\n \n\nOur\nexecutive officer and directors’ positions and biographical information are set forth below.\n\n \n\n**Name**\n \n**Positions\nHeld**\n \n**Date\nof Election\nor Designation**\n\nKraig\nT. Higginson\n \nChairman\nof the Board\n \n01/12/2015\n\nGlenn\nS. Dickman\n \nDirector\n \n12/06/2018\n\nStephen\nE. Quesenberry\n \nDirector\n \n12/06/2018\n\nRandall\nF. Pearson\n \nPresident\n \n03/29/2013\n\nRandall\nF. Pearson\n \nPrincipal\nExecutive Officer\n \n03/29/2013\n\nRandall\nF. Pearson\n \nPrincipal\nFinancial Officer\n \n03/29/2013\n\nRandall\nF. Pearson\n \nDirector\n\n \n04/01/2013\n\n \n\nThe\nBoard of Directors has set the size of the Company’s Board of Directors at four, which is within the number allowed by our Bylaws.\n\n \n\n**Director\nQualifications**\n\n \n\nIn\nevaluating members for services on the Board of Directors, emphasis was placed on the following factors: (i) the appropriate size of\nour Board of Directors; (ii) our needs with respect to the particular talents and experience of our directors; (iii) the knowledge, skills\nand experience of the directors, including experience in development stage companies and new enterprises and innovations, finance, administration\nand management skills; and (iv) the dedication of the directors to familiarize themselves with the our selected business industry.\n\n \n\nOur\ngoal was to assemble a Board of Directors that brings together a variety of perspectives and skills derived from high quality business\nand professional experience. We believe each of the members of our Board of Directors possesses these qualities.\n\n \n\n**Background\nand Business Experience**\n\n \n\nKraig\nT. Higginson is 69 years of age and was appointed to the position of Chairman of the Board of Directors. Mr. Higginson has served as\na member of our Board of Direce4tors since January 12, 2015. Mr. Higginson served as Chief Executive Officer of VIA Motors, Inc.\n(“Via Motors”), a hybrid electric vehicle company (PHEV), from November 2010 to January 2014, where he was responsible\nfor overseeing the management and business of Via Motors and its employees. From October 2003 until November 2010, he served as\nChairman of the Board of Directors of Raser Technologies, Inc. (“Raser Technologies”), which was an NYSE listed company\nat that time. Mr. Higginson resigned as a director of Raser Technologies on February 11, 2011. Raser Technologies filed bankruptcy\nproceedings on April 29, 2011, and was subsequently delisted from NYSE. Mr. Higginson also founded American Telemedia Network, Inc.\n(“American Telemedia”), a publicly traded NASDAQ company that developed a nationwide satellite network broadcasting\ndata, video programming and advertising to shopping centers and malls, and he served as President and Chief Executive Officer of\nAmerican Telemedia from 1984 through 1988. Mr. Higginson’s years of experience in the management of public companies is a\ngreat asset to the Company.\n\n \n\nMr.\nGlenn S. Dickman is 76 years of age. Mr. Dickman has served as a member of our Board of Directors since July 22, 2019. In 1984, Mr.\nDickman started a “sales rack” jobbing operation supplying grocery stores with movies for rent and purchase. As founder\nand CEO of Video II, the business grew from servicing one store to over 1,400 located in 38 states. Video II had over 400 employees\nat one time, with Mr. Dickman overseeing all facets of the business as its CEO. In 2005, Mr. Dickman sold his interest in Video II,\nand has since concentrated his efforts on a variety of investments, including stocks and real estate. Mr. Dickman’s years of\nexperience running various business entities is an invaluable resource to the board of directors.\n\n \n\nStephen\nQuesenberry is 63 years old. Mr. Quesenberry has served as a member of our Board of Directors since July 22, 2019. He has practiced\nlaw since 1989 in Washington and Utah, including complex business litigation and SEC matters. Mr. Quesenberry was one of the (many)\nattorneys representing Exxon Shipping in the Exxon Valdez litigation in Alaska in the early 1990s. Mr. Quesenberry has also been a\nprincipal in various property development projects in Washington and elsewhere. Mr. Quesenberry graduated from Brigham Young\nUniversity in 1986 with a degree in English and was a pitcher for the BYU Cougars varsity baseball team from 1983-1986. He attended\nlaw school at the University of Kansas from 1986-1989, where he was an editor of the Kansas Law Review and a member of the Order of\nthe Coif. He also speaks fluent German. Mr. Quesenberry’s legal expertise makes him a great resource for the board of\ndirectors.\n\n \n\n32\n\n \n\n \n\nMr.\nRandall F. Pearson is 71 years old. He is currently serving as a member of the Board of Directors and as President and Principal Financial\nOfficer. Mr. Pearson has served as President of the Company since inception in 2013. Prior to Sundance he worked with JWD Management\nCorp. for 26 years. During his time with JWD Management he served in several positions including Vice President of Operations, Vice President,\nPresident and CEO. JWD Management was a nationally recognized distribution supplier providing products to grocery stores in 33 states\nand managing over 450 employees. Prior to JWD Management he worked with Capital Resources investing in and managing his own and client\nowned residential and commercial real estate properties. Mr. Pearson attended Brigham Young University until 1977, received his real\nestate brokers license in 1977 and his Series 7 securities license in 1978. Mr. Pearson’s many years of management and insight\ninto the operations of the Company create a unique and valuable perspective in his role as a director.\n\n \n\n**Significant\nEmployees**\n\n \n\nThe\nCompany has no significant employees.\n\n \n\n**Family\nRelationships**\n\n \n\nThere\nare no family relationships between any of our directors, executive officers and proposed directors or executive officers.\n\n** **\n\n**Directorships\nHeld in Other Reporting Companies**\n\n \n\nNone\nof our directors or executive officer is a director of a company that is required to file reports under Sections 15 or 13(d) of the Exchange\nAct.\n\n \n\n**Promoters\nand control person**\n\n \n\nTo\nthe best of our management’s knowledge, no person who may be deemed to have been a promoter or founder of our Company was the subject\nof any of the legal proceedings listed under the heading “Involvement in Certain Legal Proceedings” above;\n\n \n\n**Corporate\nGovernance**\n\n \n\n**Overview**\n\n \n\nOur\nBylaws provide that the size of our Board is to be determined by resolution of the Board. Our Board has fixed the exact number of directors\nat four. Our Board currently consists of four members.\n\n \n\nWe\nare subject to a number of technological, regulatory, product, legal and other types of risks. The Board is responsible for overseeing\nthese risks, and we employ a number of procedures to help them carry out that duty. For example, Board members regularly consult with\nexecutive management about pending issues and expected challenges, and at each Board meeting directors receive updates from, and have\nan opportunity to interview and ask questions of, key personnel and management. Furthermore, because our President serves as a member\nof our Board, we believe that the Board has a direct channel and better access to insights into our performance, business and challenges.\n\n \n\n**Board\nLeadership Structure**\n\n \n\nThe\nBoard does not have a policy regarding the separation of the roles of Chief Executive Officer and Chairman of the Board as the Board\nbelieves it is in the best interests of the Company to make that determination based upon the position and direction of the Company and\nthe membership of the Board. The Board has determined at this time that the Company’s Chairman should not be its President.\n\n \n\nThe\nBoard has determined that of the current directors or nominees, Messrs. Higginson, Dickman and Quesenberry would qualify as independent\ndirectors as that term is defined in the listing standards of The NASDAQ Capital Market if we were listed on The NASDAQ Capital Market.\nSuch independence definition includes a series of objective tests, including that the director is not an employee of the Company and\nhas not engaged in various types of business dealings with the Company. As Mr. Pearson is also employed by the Company, the Board has\ndetermined that Mr. Pearson is not currently independent. Although the Company’s common stock is not listed on The NASDAQ Capital\nMarket, the Company has applied The NASDAQ Capital Market independence rules to make its independence determinations.\n\n \n\n33\n\n \n\n \n\n**Committees\nof the Board of Directors**\n\n \n\nThe\nBoard has not established an Audit Committee, a Compensation Committee or a Nominating Committee. Therefore, the Board has not adopted\nwritten charters for any of these committees. Because we have only four directors and one executive officer, we believe that we are able\nto effectively manage the issues normally considered by such committees. The Board also does not have an audit committee financial expert.\nWe believe we are currently able to manage our audit and financial reporting obligations without an audit committee financial expert.\nHowever, as we grow, we will consider adding an audit committee financial expert.\n\n \n\nIn\nevaluating a director candidate, our Board of Directors will review his or her qualifications including capability, availability to serve,\nconflicts of interest, general understanding of business, understanding of the Company’s business and technology, educational and\nprofessional background, personal accomplishment and other relevant factors. Our Board of Directors has not established any specific\nqualification standards for director nominees and we do not have a formal diversity policy relating to the identification and evaluation\nof nominees for director, although from time to time the Board of Directors may identify certain skills or attributes as being particularly\ndesirable to help meet specific needs that have arisen. Our Board of Directors may also interview prospective nominees in person or by\ntelephone. After completing this evaluation, the Board of Directors will determine the nominees.\n\n \n\nThe\nBoard has not adopted a formal process for considering director candidates who may be recommended by stockholders. However, our policy\nis to give due consideration to any and all such candidates. A stockholder may submit a recommendation for director candidates to us\nat our corporate offices, to the attention of Randall F. Pearson. We do not pay fees to any third parties to assist us in identifying\npotential nominees.\n\n \n\n**Number\nof Meetings**\n\n \n\nThe\nBoard held a total of two (2) meetings during the fiscal year ended March 31, 2026. Each incumbent director attended the Board meetings.\nAlthough we do not have a formal policy regarding attendance by directors at our annual meeting, we encourage directors to attend. We\ndid not hold an annual meeting during the fiscal year ended March 31, 2025.\n\n \n\n**Codes\nof Ethics and Business Conduct**\n\n \n\nWe\nhave adopted a corporate Code of Ethics and Business Conduct which is available as Exhibit 14.1 to this filing. The Code of Ethics and\nBusiness Conduct applies to all our officers, directors and employees, including our principal executive officer, principal financial\nofficer and controller, or persons performing similar functions. If we effect an amendment to, or waiver from, a provision of our Code\nof Ethics and Business Conduct, we intend to satisfy our disclosure requirements by posting a description of such amendment or waiver\non our website at www.sundancestrategies.com.\n\n \n\n**Insider Trading Policy**\n\n \n\nWhile the Company has not adopted\na formal insider trading policy, our Code of Ethics and Business Conduct provides that it is both illegal and against company policy for\nany Senior Financial Officer who is aware of material nonpublic information relating to the Company, to buy or sell securities or recommend\nthat another person buy, sell or hold the securities of the Company."}