{"url_path":"/sec/ucle/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":"2026-06-23","source_url":"https://www.sec.gov/Archives/edgar/data/1543623/0001213900-26-070875-index.html","accession_number":"0001213900-26-070875","cik":"0001543623","ticker":"UCLE","issuer_name":"US NUCLEAR CORP.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1543623/0001213900-26-070875-index.html","primary_entity_key":"0001543623","primary_entity_name":"US NUCLEAR CORP."},"word_count":1632,"has_tables":true,"body_markdown":"ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE \n\n \n\nIn June 2022, the Company appointed its Chief\nOperating Officer, Richard Landry, to serve as the Chief Financial Officer of the Company effective as of June 30, 2022. On August 12,\n2023, Mr. Landry’s resigned his position as CFO. Mr. Landry’s resignation did not result from any disagreement with the Company.\n\n \n\nOn August 12, 2023, the Board appointed Michael\nHastings as Chief Financial Officer. Mr. Hastings remains a member of the Board of Directors.\n\n \n\nEffective October 6, 2023, Michael Pope was\nappointed as a director of the Company. Subsequent to December 31, 2025, Mr. Pope resigned his position as a member of the Board of Directors,\nmade effective April 16, 2026.\n\n \n\nThe following table contains information concerning our directors\nand executive officers through the date of filing of this report.\n\n \n\nName\n \nAge\n \nPosition\n\n \n \n \n \n \n\nRobert I. Goldstein\n \n77\n \nPresident,\nChief Executive Officer, and Chairman of the Board of Directors\n\n \n \n \n \n \n\nMichael Pope\n \n45\n \nMember of the Board of\nDirectors\n\n \n \n \n \n \n\nMichael Hastings\n \n83\n \nChief Financial Officer,\nand member of the Board of Directors\n\n \n\nOfficers and Directors\n\n \n\nRobert I. Goldstein –President, Chief\nExecutive Officer and Chairman of the Board of Directors: Mr. Goldstein entered the radiation detection industry in\n1972 as an applications engineer, production manager, and then general manager for Optron Scientific Company, Inc. DBA, Technical Associates. Mr.\nGoldstein is a physicist and an award- winning specialist in the nuclear radiation detection industry and has more than 30 years of experience\nin the field. He has authored more than 20 white papers and abstract presentations on industrial research use of radiation measurement\nequipment and instruments. His work has been approved by US Federal standards set by the EPA (Environmental Protection Agency), FDA (Food\nand Drug Administration), and NRC (Nuclear Regulatory Commission). Mr. Goldstein has also worked closely with and continues ongoing joint\ndevelopment programs with Los Alamos National Lab and Jefferson National Lab. He was instrumental in the acquisition of Overhoff Technology\nCorp, at the time, the world’s only tritium detection company, in 2006. His experience in the field of radiation detection ranges\nfrom development of instrumentation to design and development for air, water and surface applications. He is also an accomplished inventor\nhaving invented miniature radiation detectors for use during surgery. Mr. Goldstein graduated from MIT with a BS in Physics and from\nStanford University with an MS in Mechanical Engineering. Mr. Goldstein is affiliated with the following scientific groups: Health Physics\nSociety, American Nuclear Society, DOE (US Department of Energy) Tritium Focus Group, Air Monitoring User’s Group and Health Physics\nInstrument Committee.\n\n \n\nMichael Hastings– Chief Financial Officer\nand Member of the Board of Directors: Mr. Hastings has been a corporate finance officer for over thirty years in the medical\ndevice industry with C.R. Bard, Inc. (predecessor to Becton Dickinson), and in the industrial battery industry with EnerSys, Inc. (NYSE:\nENS). Mr. Hastings retired from EnerSys in 2011 as its Vice President and Treasurer with company revenue of $2 billion and operations\nin all parts of the world. His responsibilities included global treasury operations including debt and capital transactions; corporate\ntax; hedging of currencies, interest rate exposures and the price of raw materials; credit management; pension plan investments; and\ninvestor relations. He participated fully in due diligence, valuation and negotiation of numerous acquisitions. Mr. Hastings was also\na member of the Board of Directors and Chief Financial Officer of MegaGraphite, Inc. - a private graphite exploration company in Canada\nbetween 2011 and when it was sold in 2014. Mr. Hastings was a member of the Board of Directors of Organic Transit, Inc., a private solar\nelectric vehicle company in the United States, from 2018 until the company was sold in 2020. In 2024, Mr. Hastings became a board member\nand CFO of Environmental Transit, Inc., a private company formed to develop and produce solar and pedal-powered electric vehicles. Mr.\nHastings has no prior business relationship with the Company.\n\n \n\n 24 \n\n \n\nMichael Pope – Member of the Board of\nDirectors: Mr. Pope has served as a director of the Company since October 2023. Mr. Pope currently serves as Managing Director of Yalecrest Partners,\na private equity and advisory firm, a position he has held since January 2024. From July 2015 to January 2024, Mr. Pope held various\nexecutive positions at Boxlight (Nasdaq: BOXL), a global provider of interactive technology solutions, including serving as Chief Executive\nOfficer and Chairman from March 2020 to January 2024. During his tenure at Boxlight, Mr. Pope led the company through its initial public\noffering on Nasdaq and growth from inception to more than $220 million in revenue and $15 million in EBITDA. From October 2011 to October\n2016, Mr. Pope was Managing Director at Vert Capital, a private equity and advisory firm, managing portfolio holdings in the education,\nconsumer products, technology and digital media sectors. From May 2008 to October 2011, he served as Chief Financial Officer and Chief\nOperating Officer for the Taylor Family in Salt Lake City, where he managed family investment holdings in consumer products, professional\nservices, real estate and education. Mr. Pope also held positions including Senior SEC Reporting at Omniture (formerly listed on Nasdaq\nand acquired by Adobe in 2009) and Assurance Associate at Grant Thornton. Mr. Pope has served as a director of Boxlight (Nasdaq:BOXL)\nsince September 2014 and was a director of Novo Integrated Sciences (OTCQB: NVOS) from January 2021 to May 2025.\nHe holds an active CPA license and earned his undergraduate and graduate degrees in accounting from Brigham Young University.\n\n \n\nIn particular,\n\n \n\n \n●\nWith respect to Mr. Goldstein,\nthe board considered his perspective and experience with our ongoing strategy and operations that he has obtained through his service\nto the Company and his ability to evaluate and assist with potential acquisitions and business opportunities.\n\n \n\n \n●\nWith respect to Mr. Hastings,\nthe board considered his extensive managerial and financial expertise, as well as his experience in the medical device industry and\nhis previous experience serving on a board of directors.\n\n \n\n \n●\nWith respect to Mr. Pope,\nthe board considered his extensive managerial and financial expertise, as well as his experience in acquisitions and his previous\nexperience serving on a board of directors.\n\n \n\nThe Board of Directors and Committees\n\n \n\nAs of the date of this Report, we had one independent\ndirector. We anticipate appointing additional independent directors as required in the future.\n\n \n\n*Audit Committee*\n\n \n\nAs of the date of this Report, we did not have\na standing Audit Committee. We intend to establish an Audit Committee of the Board of Directors, which will consist of independent\ndirectors, of which at least one director will qualify as a qualified financial expert as defined in the regulations of the SEC. The\nAudit Committee’s duties would be to recommend to our Board of Directors the engagement of independent auditors to audit our consolidated\nfinancial statements and to review our accounting and auditing principles. The Audit Committee would review the scope, timing and\nfees for the annual audit and the results of audit examinations performed by the internal auditors, if any, and independent public accountants,\nincluding their recommendations to improve the system of accounting and internal control. The Audit Committee would at all times\nbe composed exclusively of directors who are, in the opinion of our Board of Directors, free from any relationship that would interfere\nwith the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally\naccepted accounting principles.  As of the date of this Report, we did not have an audit committee financial expert, in light of\nour size, although we intend to review this issue as the Company grows, especially as the Company implements a standing Audit Committee.\n\n \n\n*Compensation Committee*\n\n \n\nAs of the date of this Report, we did not have\na standing Compensation Committee. We intend to establish a Compensation Committee of the Board of Directors. The Compensation\nCommittee would review and approve our salary and benefits policies, including compensation of executive officers. The Compensation\nCommittee would also administer any stock option plans that we may adopt and recommend and approve grants of stock options under such\nplans.\n\n \n\n 25 \n\n \n\n*Nominating and Corporate Governance Committee** *\n\n \n\nAs of the date of this Report, we did not have\na standing Nominating and Corporate Governance Committee. We intend to establish a Nominating and Corporate Governance Committee\nof the Board of Directors to assist in the selection of director nominees, approve director nominations to be presented for stockholder\napproval at our annual meeting of stockholders and fill any vacancies on our Board of Directors, consider any nominations of director\ncandidates validly made by stockholders, and review and consider developments in corporate governance practices.\n\n \n\nCompliance with Section 16(A) of the Securities Exchange Act Of\n1934\n\n \n\nSection 16(a) of the Securities Exchange Act\nof 1934, as amended (“Section 16(a)”), requires our Directors and executive officers, and persons who beneficially own more\nthan ten percent of a registered class of our equity securities (collectively, “Section 16 reporting persons”), to file with\nthe SEC initial reports of ownership and reports of changes in ownership of our Common Stock and other equity securities. Section 16\nreporting persons are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.\n\n \n\nTo our knowledge, based solely on a review of\nthe copies of any such reports furnished to us, none of the Section 16 reporting persons failed to file on a timely basis reports required\nby Section 16(a) of the Exchange Act with respect to our most recent fiscal year ended December 31, 2025.\n\n \n\nCode of Ethics\n\n \n\nAs of the date of this Report, we had not adopted\na formal, written code of conduct (“Code of Ethics”) within the specific guidelines promulgated by the SEC, although we intend\nto adopt a Code of Ethics."}