{"url_path":"/sec/viasp/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/A","doc_date":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/1606268/0001606268-26-000020-index.html","accession_number":"0001606268-26-000020","cik":"0001606268","ticker":"VIASP","issuer_name":"Via Renewables, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1606268/0001606268-26-000020-index.html","primary_entity_key":"0001606268","primary_entity_name":"Via Renewables, Inc."},"word_count":2588,"has_tables":true,"body_markdown":"Item 10. Directors, Executive Officers and Corporate Governance\n\nDirectors and Executive Officers\n\nOur Board and executive officers are:\n\nNameAgePosition\n\nW. Keith Maxwell, III61Chief Executive Officer, Chairman of the Board of Directors, Director\n\nMike Barajas42Chief Financial Officer\n\nPaul Konikowski54Chief Operating Officer\n\nDavid Bill III(1)\n81Director\n\nAmanda E. Bush(1)\n45Director\n\nStephen Kennedy(1)\n64Director\n\n(1)Member of the Audit Committee.\n\nOur Board of Directors currently consists of four members. Our directors are divided into three classes serving staggered three-year terms. Each year, the directors of one class stand for re-election as their terms of office expire. Messrs. Maxwell and Bill are designated as Class I directors and their terms of office will expire at our Annual Meeting of Shareholders in 2027, if one is held. Ms. Bush is designated as a Class III director, and her term of office will expire at our Annual Meeting of Shareholders in 2026, if one is held. Mr. Kennedy is designated as a Class II director, and his term of office expired at our Annual Meeting of Shareholders in 2025, which was not held. Mr. Kennedy continues to serve as a director in accordance with the holdover provisions of our Amended and Restated Certificate of Incorporation, which provide that each director holds office until the election and qualification of his or her successor.\n\nSet forth below is biographical information about each of our executive officers and directors.\n\nW. Keith Maxwell III. Mr. Maxwell has served as our Chief Executive Officer since November 2020, and as a director and non-executive Chairman of the Board of Directors since August 2014. Mr. Maxwell served as interim Chief Executive Officer from March 2020 to November 2020. Mr. Maxwell serves as the Chief Executive Officer of NuDevco Partners, LLC, Retailco, LLC, a Texas limited liability company (“Retailco”), Retailco Services, LLC and National Gas & Electric, LLC, each of which is affiliated with us. Mr. Maxwell served on the Board of Directors of Azure Midstream Partners GP, LLC, the general partner of a midstream energy company, from\n\nFebruary 2015 until February 2016. Prior to that time, he served as Chairman of the Board of Marlin Midstream GP, LLC (formerly Marlin Midstream Partners, LP). Prior to founding the predecessor of Via Renewables, Inc. in 1999, Mr. Maxwell was a founding partner in Wickford Energy, an oil and natural gas services company, in 1994. Wickford Energy was sold to Black Hills Utilities in 1997. Prior to Wickford Energy, Mr. Maxwell was a partner in Polaris Pipeline, a natural gas producer, services and midstream company sold to TECO Pipeline in 1994. In 2010, Mr. Maxwell was named Ernst & Young Entrepreneur of the Year in the Energy, Chemicals and Mining category. A native of Houston, Texas, Mr. Maxwell earned a Bachelor’s Degree in Economics from the University of Texas at Austin in 1987. Mr. Maxwell has several philanthropic interests, including the Special Olympics, Child Advocates, Salvation Army, Star of Hope and Helping a Hero. We believe that Mr. Maxwell’s extensive energy industry background, leadership experience developed while serving in several executive positions and strategic planning and oversight brings important experience and skill to our board of directors.\n\nMike Barajas. Mr. Barajas serves as our Chief Financial Officer, a position he has held since November 2021. Immediately prior to his appointment as Chief Financial Officer, Mr. Barajas served as the Company’s Vice President of Finance and Investor Relations. Mr. Barajas oversees the Company’s accounting, tax, SEC reporting, treasury, financial planning and analysis, and investor relations functions. He is also the Chief Risk Officer. Prior to rejoining the Company in 2019, Mr. Barajas worked for several energy companies including Spark Energy from 2009 to 2014, Marlin Midstream, Xcalibur Logistics, and National Gas & Electric, LLC (“NG&E”) with leadership experience in accounting, finance, mergers & acquisitions, and treasury. Mr. Barajas holds a Master of Science in Accounting and a Bachelor of Business Administration from the C.T. Bauer College of Business at The University of Houston. Mr. Barajas is a Certified Public Accountant in the state of Texas.\n\nPaul Konikowski. Mr. Konikowski has served as our Chief Operating Officer since November 2021. Immediately prior to his appointment as Chief Operating Officer, Mr. Konikowski served as Senior Vice President and General Manager of NG&E, a position he had held since April 2015. Prior to NG&E, Mr. Konikowski served as Chief Operating Officer of Glacial Energy and Senior Vice President and Chief Information Officer of Via Renewables, Inc. (formerly Spark Energy, Inc.). Mr. Konikowski has extensive retail energy experience spanning more than 20 years including, sales, operations, risk and IT. Mr. Konikowski holds a Bachelor of Business Administration in Computer Information Systems and Marketing from Stephen F. Austin State University.\n\nAmanda E. Bush. Ms. Bush has served as a director since August 2019. Ms. Bush currently serves as the Chief Financial Officer of Laser Midstream, a position she has held since February 2022. Prior to joining Laser Midstream, Ms. Bush served as the Chief Financial Officer of Azure Midstream Energy, LLC, a midstream energy company, from June 2017 through February 2022. Prior to joining Azure Midstream Energy, LLC, she was the Chief Financial Officer at Marlin Midstream Partners, LP, a midstream energy company, from April 2013 to June 2017. Ms. Bush served as Chief Financial Officer of Via Renewables, Inc. from May 2012 to April 2013, and prior to that held positions in various other finance roles with Via Renewables, Inc. Ms. Bush began her career in public accounting with PwC. Ms. Bush has a master’s degree in accounting from the University of Houston and is a Texas certified public accountant. Ms. Bush was selected to serve as a director because of her extensive financial expertise and knowledge of the retail natural gas and electricity business.\n\nStephen Kennedy. Mr. Kennedy has served as a director of the Company since June 2023. Mr. Kennedy is currently employed as Managing Director at Opportune, LLP. Mr. Kennedy was Founder & Senior Advisor – Energy Group for Amegy Bank from May 2022 until December 2023. Prior to that, he was EVP & Head of Energy Banking at Amegy for 25 years. Before his time with Amegy, he held a position as VP of Energy Banking at Wells Fargo. Prior to joining Wells Fargo, Mr. Kennedy held a position of AVP of Energy Banking at Bank One. He holds an M.B.A. with a concentration in Finance from Baylor University and received his Bachelor of Science degree in Petroleum Engineering from Texas A&M University. He has authored several articles on energy matters, including one regarding energy derivatives published in the October 2005 edition of the “Oil & Gas Financial Journal.” He also served as the President of the Petroleum Club of Houston from 2022 to 2023 and is a founding board member of the Houston Energy Forum. Mr. Kennedy was selected to serve as a director because of his extensive knowledge of the energy industry and his financial expertise.\n\nDavid Bill III. Mr. Bill has served as a director of the Company since November 2024. Mr. Bill is a graduate of the United States Naval Academy, The Naval Postgraduate School and the Royal Naval Staff College, Mr. Bill served over 32 years of active duty as a Naval Surface Warfare Officer. He held increasing positions of responsibility aboard various surface ships, culminating in command of USS Mahan (DDG 42), USS Mobile Bay (GG 53), USS Wisconsin. (BB 64), and the USS ENTERPRISE Battle Group as Commander Cruiser Destroyer Group Twelve. Mr. Bill's operational experience included combat in the Mekong Delta during the Vietnam War. He completed 150 combat patrols as a patrol officer on River Patrol Boats in 1968-69. As Commanding Officer of USS Mahan, he was Sector Anti-Air Warfare Commander during the 1986 Gulf of Sidra operations against Libya. During the first Gulf War in 1991, Mr. Bill was responsible for coordinating the launch of the Tomahawk missiles from the Persian Gulf, and providing fire support for coalition ground operations while commanding the USS Wisconsin. Mr. Bill held significant positions of responsibility ashore as Operations Officer and Deputy Commander of the Atlantic Fleet, and as Deputy Commander of Naval Forces in Europe, where he was responsible for planning and supporting various joint operations, including US Naval support of coalition operations in the Balkans 1996-98. Mr. Bill is the recipient of the Distinguished Service Medal; seven Legions of Merit (one with Combat V); three Bronze Stars (two with Combat V); the Purple Heart; two Meritorious Service Medals; and the Combat Action and the Joint Services Commendation Medals. Since retiring from the Navy, Mr. Bill has been Executive Director of a property development company; a faculty member at the Naval Postgraduate School; Executive Director of the Naval Postgraduate School Foundation; CEO of two private sector companies; and as a Director on the boards of two private companies. Mr. Bill was selected to serve as a director because of his management and financial expertise.\n\nStatus as a Controlled Company\n\nBecause W. Keith Maxwell, III indirectly owns all of the issued and outstanding shares of the Company's Class A common stock and Class B common stock, we qualify as a “controlled company” as that term is defined under the corporate governance rules of the NASDAQ Global Select Market (“NASDAQ”). As a controlled company, we may elect not to comply with certain NASDAQ corporate governance requirements, including (i) the requirement that a majority of our Board of Directors consist of independent directors, (ii) the requirement to have a nominating/corporate governance committee composed entirely of independent directors and a written charter addressing the committee’s purpose and responsibilities, (iii) the requirement to have a compensation committee composed entirely of independent directors and a written charter addressing the committee’s purpose and responsibilities, and (iv) the requirement of an annual performance evaluation of the nominating/corporate governance and compensation committees.\n\nAlthough our Board of Directors consists of a majority of independent directors, the Company does not have a nominating and corporate governance committee or a compensation committee. As a result, you may not have the same protections afforded to shareholders of companies that are subject to all of NASDAQ’s corporate governance requirements.\n\nMeetings and Committees of Directors\n\nThe Board of Directors held four meetings during 2025, and our independent directors met in executive session four times during 2025. The Board of Directors currently has one standing committees: the Audit Committee, which held four meetings in 2025. During 2025, each of our directors attended at least 75% of the meetings of the Board of Directors and the meetings of the committees of the Board of Directors on which that director served.\n\nBecause W. Keith Maxwell, III indirectly owns all of the issued and outstanding shares of the Company's Class A common stock and Class B common stock, we qualify as a “controlled company” under NASDAQ rules. As a consequence of being a controlled company, as of October 28, 2024, we no longer have a nominating and corporate governance committee or a compensation committee.\n\nIn lieu of a compensation committee, subsequent to October 2024, and on a going forward basis, compensation of our Named Executive Officers has been and will be approved by the Company’s independent directors.\n\nAudit Committee\n\nThe Audit Committee is a separately designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The Audit Committee is comprised of three directors who meet the independence and other requirements of the NASDAQ and the SEC. The Audit Committee currently consists of Ms. Bush and Messrs. Bill and Kennedy. Ms. Bush currently serves as the Chair of the Audit Committee.\n\nThe SEC requires that we disclose whether or not our Audit Committee has an “audit committee financial expert” as a member. An “audit committee financial expert” is defined as a person who, based on his or her experience, possesses the attributes outlined in such rules. We have determined that each of Ms. Bush and Messrs. Bill and Kennedy satisfies the definition of “audit committee financial expert.” Additionally, each of the current members of the Audit Committee meets the requirements of financial literacy under the requirements of the NASDAQ and SEC rules and regulations.\n\nThe Audit Committee assists the Board of Directors in its oversight of the integrity of our financial statements and our compliance with legal and regulatory requirements and corporate policies and controls. The Audit Committee has the sole authority to retain and terminate our independent registered public accountant, approve all auditing services and related fees and the terms thereof, and pre-approve any non-audit services to be rendered by our independent registered public accountant. The Audit Committee is also responsible for confirming the independence and objectivity of our independent registered public accountant. Our independent registered public accountant is given unrestricted access to the Audit Committee. More information regarding the functions performed by the Audit Committee and its membership is set forth in the “Audit Committee Report” included herein and also in the “Audit Committee Charter” that is posted on the Company’s website at www.viarenewables.com.\n\nDirector Independence\n\nWe have reviewed the independence of our current non-management directors using the independence standards of the NASDAQ and, based on this review, determined that all three of our non-management directors, Ms. Bush and Messrs. Kennedy and Bill are independent. In connection with this assessment, the Board of Directors also determined that Ms. Bush and Messrs. Kennedy and Bill are independent within the meaning of the NASDAQ standards currently in effect and applicable to members of the Audit Committee.\n\nCode of Conduct and Financial Code of Ethics\n\nOur Board of Directors has adopted a Code of Conduct applicable to our employees, directors and officers, and a Financial Code of Ethics applicable to our Chief Executive Officer, Chief Financial Officer and other senior financial officers in accordance with applicable U.S. federal securities laws and the corporate governance rules of NASDAQ. Any waiver of the Code of Conduct and Financial Code of Ethics may be made only by our Board of Directors and will be promptly disclosed as required by applicable U.S. federal securities laws and the corporate governance rules of NASDAQ. The Code of Conduct and Financial Code of Ethics are posted on our website at www.viarenewables.com.\n\nCorporate Governance Guidelines\n\nThe Board of Directors believes that sound governance practices and policies provide an important framework to assist it in fulfilling its duty to shareholders. The Company’s Corporate Governance Guidelines cover the following principal subjects:\n\n•role and functions of the Board of Directors and its Chairman;\n\n•qualifications and independence of directors;\n\n•size of the Board of Directors and director selection process;\n\n•shareholder communications with directors;\n\n•committee functions and independence of committee members;\n\n•meetings of independent directors;\n\n•annual performance evaluation of the committees;\n\n•compensation of the Board of Directors;\n\n•director access to senior management and to independent advisors;\n\n•annual performance evaluation of the management; and\n\n•review of governance policies and any other corporate governance issues.\n\nThe “Corporate Governance Guidelines” are posted on the Company’s website at www.viarenewables.com. The Board of Directors reviews the Corporate Governance Guidelines periodically to reassess their adequacy and approve any proposed changes.\n\nBoard Diversity Matrix\n\nThe table below contains information based on the voluntary self-identification of each member of the Company’s Board of Directors as of February 26, 2026.\n\nBoard Diversity Matrix (as of February 26, 2026)\n\nTotal Number of Directors4\n\nFemale\nMale\nNon-BinaryDid Not\nDisclose\nGender\n\nPart I: Gender Identity\n\nDirectors13----\n\nPart II: Demographic Background\n\nAfrican American or Black--------\n\nAlaskan Native or Native American--------\n\nAsian--------\n\nHispanic or Latinx--------\n\nNative Hawaiian or Pacific Islander--------\n\nWhite13----\n\nTwo or More Races or Ethnicities--------\n\nLGBTQ+--------\n\nDid Not Disclose Demographic Background--------"}