{"url_path":"/sec/vrdr/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":"2026-06-03","source_url":"https://www.sec.gov/Archives/edgar/data/1506929/0001493152-26-027105-index.html","accession_number":"0001493152-26-027105","cik":"0001506929","ticker":"VRDR","issuer_name":"VERDE RESOURCES, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1506929/0001493152-26-027105-index.html","primary_entity_key":"0001506929","primary_entity_name":"VERDE RESOURCES, INC."},"word_count":2337,"has_tables":true,"body_markdown":"**ITEM\n10. Directors, Executive Officers and Corporate Governance**\n\n \n\nAll\nDirectors of the Company hold office until the next annual meeting of the security holders or until their successors have been elected\nand qualified. The officers of the Company are appointed by the Board of Directors and hold office until their death, resignation or\nremoval from office. The Directors and executive officers, their ages, positions held, and duration as such, are as follows:\n\n \n\n **Name** \nPosition Held with the Company \nAge \nDate First Elected or Appointed\n\n  \n  \n  \n \n\nJack Wong \nChief Executive Officer and Director \n42 \nOctober 1, 2022\n\nSherina Chui \nChief Financial Officer \n49 \nMay 1, 2025\n\nEric Bava \nChief Operating Officer and Director \n45 \nOctober 1, 2023\n\nJeremy P. Concannon \nChief Growth Officer \n48 \nAugust 1, 2024\n\nKarl Strahl \nDirector \n33 \nMay 1, 2025\n\nRaymond Lee “Buzz” Powell \nDirector \n60 \nJuly 3, 2025\n\n \n\n**Jack\nWong,** age 42, has served as our Chief Executive Officer and director since October 1, 2022. Prior to that, he was CEO of The\nWision Project Sdn Bhd, a subsidiary of the Company, since December 2020. Under his leadership, the division played an instrumental role\nin the Company’s strategic transition into the carbon sector. Between October 2013 and March 2020, he founded, developed, and operated\nScuba Tiger, a dive resort near Sipadan Island in Sabah, Borneo—one of the world’s premier scuba diving destinations. During\nthis period, he also independently engaged in commodities trading as a sole proprietor. From July 2008 to July 2013, Mr. Wong served\nas Head of Operations – Disney Department at TCT Trading S/B where he led the collaboration with Fun Characters International Pte\nLtd., then the master licensee for Disney Consumer Products, Inc. in Southeast Asia, covering Singapore, Malaysia, Indonesia, and Thailand.\nTCT Trading S/B was granted third-party rights to reproduce and use selected Disney characters, materials, and trademarks in connection\nwith the manufacturing, distribution, and sale of Disney consumer products throughout the region. Mr. Wong received his bachelor’s\ndegree in business administration from Wichita State University in 2007. He also received a certificate in Life Cycle Assessment: Quantifying\nEnvironmental Impacts from the Massachusetts Institute of Technology in 2022.\n\n \n\n**Sherina\nChui**, age 49, brings over two decades of financial leadership experience spanning construction, industrial investments, and fast-moving\nconsumer goods (FMCG). Ms. Chui has served as our Chief Financial Officer since May 2025. From March 2018 to March 2025, she served as\na senior financial executive at Singbuild Construction Co., Ltd, a multinational company, where she led key initiatives in corporate\nrestructuring, internal controls, and financial risk management. During her tenure, she was instrumental in driving financial stability,\nregulatory compliance, and operational improvements across multiple business units. Sherina has deep expertise in both International\nFinancial Reporting Standards (IFRS) and U.S. GAAP, which will be critical as the Company scales its Net Zero Blueprint, expands U.S.\noperations, and licenses its technologies globally. Her strategic financial acumen and operational discipline will help reinforce the\nCompany’s financial framework, ensure SEC compliance, and support long-term growth in an increasingly complex regulatory and market\nenvironment. Ms. Chui received her bachelor’s degree in accounting from RMIT University in 1998.\n\n \n\n**Eric\nBava**, age 45, is a highly accomplished business leader with a proven track record across multiple industries. Mr. Bava has served\nas our Chief Operating Officer and director since October 2023. Prior to that, Mr. Bava served as Co-Founder and Chief Operating Officer\nof Plantwise from July 2020 to September 2023, where he applied his deep expertise in manufacturing and distribution to streamline operations\nand elevate customer service standards, preserving the integrity and reputation of the Plantwise product line. Earlier in his career,\nMr. Bava worked as a legal consultant before channeling his entrepreneurial drive into launching a wine distribution business in 2010.\nThere, he successfully managed large-scale operations, optimized logistics, and led strategic sales and marketing initiatives with a\nfocus on profitability, product quality, and customer satisfaction. In 2013, he founded King Extracts, an innovative cannabis brand that\ninitially served California’s medical market and later expanded into the adult-use sector. As founder and CEO, he oversaw all aspects\nof the business—from manufacturing and operations to distribution and sales. Under his leadership, King Extracts grew rapidly and\nwas eventually acquired by a Canadian corporation, cementing Mr. Bava’s reputation as a respected figure in the cannabis industry.\nMr. Bava received his bachelor’s degree in business management from Ball State University in 2002.\n\n \n\n48\n\n[Table of Contents](#toc_001)\n\n \n\n**Jeremy\nP. Concannon**, age 48, began his career in his family’s business, where he progressed from entry-level positions to leadership\nroles in both inside and outside sales. Mr. Concannon has served as our Chief Growth Officer since August 2024. He was instrumental in\ndriving significant growth, ultimately contributing to the company’s acquisition by a major strategic buyer. From 2012 to 2021,\nJeremy served as President of Innovative Packaging Co., where he led a high-performing sales organization, recruited and onboarded top-tier\ntalent, and implemented data-driven sales strategies that consistently delivered year-over-year growth and profitability. Following the\nacquisition, Jeremy took on the role of Executive Vice President of Sales & Marketing at 360 Pack from 2021 to 2024. There, he continued\nto demonstrate his expertise in scaling cohesive, results-driven teams and positioning businesses for sustained success. His leadership\nhas consistently helped companies establish themselves as industry leaders through strategic growth and operational excellence. Mr. Concannon\nreceived his bachelor’s degree in business management from Loyola Marymount University in 2001.\n\n \n\n**Karl\nStrahl***,* age 33, has served on our Board since May 1, 2025, and is a respected executive in the biochar and carbon removal\nindustry. He began his career at Tesla Solar in Albany, New York in 2016, where he developed a high-conversion passive sales strategy\nand earned multiple top sales awards. Since joining Oregon Biochar Solutions in 2018, Mr. Strahl has played a leading role in advancing\nthe commercialization of biochar-based carbon credits in the United States. As Vice President of Sales & Marketing, he helped expand\nthe company’s market reach across agriculture, environmental remediation, and sustainable building materials from 2018 to 2023.\nIn 2023, he was promoted to Chief Operating Officer of Oregon Biochar Solutions, where he continues to drive strategic growth and innovation.\nMost recently, Mr. Strahl was instrumental in launching the world’s first insured biochar carbon removal credits in partnership\nwith Oka, The Carbon Insurance Company, establishing a new benchmark for transparency and buyer assurance in the voluntary carbon market.\nMr. Strahl also serves as a Board Member, Treasurer, and Standards Committee Member of the U.S. Biochar Coalition, a Washington, D.C.-based\nregistered lobbying entity focused on policy advocacy, industry standards, and the promotion of pragmatic, biochar-based climate solutions\nnationwide. He received his bachelor’s degree in in Environmental Science from St. Lawrence University in 2016.\n\n \n\n**Dr.\nRaymond Lee “Buzz” Powell**, age 60, has been a consultant to the Company regarding its national implementation since\nApril 2024 and has been serving as a director since June 2025. He has worked in asphalt technology, construction, and research for more\nthan 35 years. Since November 2023, Mr. Powell has been the Technical Director of the Asphalt Pavement Alliance where he is responsible\nfor guiding research, technical initiatives, and industry collaboration. Mr. Powell has also held various positions at the National Center\nfor Asphalt Technology (NCAT) at Auburn University, of which he has been a member since 1999, including Research Engineer, Assistant\nDirector and Test Track Manager. Earlier in his career, Dr. Powell held various engineering roles at the Alabama Department of Transportation\nand worked as Principal Engineer at REGIS Engineering Solutions, Inc. Mr. Powell received a bachelor’s degree (1990), a master’s\ndegree (1996) and a PhD (2006) in civil engineering from Auburn University. We believe that Dr. Powell is well qualified to serve as\na member of our board of directors because of his extensive experience in asphalt pavement research, innovation, and industry collaboration.\n\n \n\n49\n\n[Table of Contents](#toc_001)\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**Involvement\nin Certain Legal Proceedings**\n\n \n\nNo\nexecutive officer or director is a party in a legal proceeding adverse to us or any of our subsidiaries or has a material interest adverse\nto us or any of our subsidiaries.\n\n \n\nNo\nexecutive officer or director has been involved in the last ten years in any of the following:\n\n \n\n \n●\nAny\nbankruptcy petition filed by or against any business or property of such person, or of which such person was a general partner or\nexecutive officer either at the time of the bankruptcy or within two years prior to that time;\n\n \n \n \n\n \n●\nAny\nconviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor\noffenses);\n\n \n\n \n●\nBeing\nsubject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,\npermanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities\nor banking activities;\n\n \n \n \n\n \n●\nBeing\nfound by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated\na federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;\n\n \n \n \n\n \n●\nBeing\nthe subject of or a party to any judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended\nor vacated relating to an alleged violation of any federal or state securities or commodities law or regulation, or any law or regulation\nrespecting financial institutions or insurance companies, including but not limited to, a temporary or permanent injunction, order\nof disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order,\nor any law or regulation prohibiting mail, fraud, wire fraud or fraud in connection with any business entity; or\n\n \n \n \n\n \n●\nBeing\nthe subject of or a party to any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization\n(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\nAct), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons\nassociated with a member.\n\n \n\n50\n\n[Table of Contents](#toc_001)\n\n \n\n**Delinquent\nSection 16(a) Reports**\n\n \n\nSection\n16(a) of the Exchange Act requires our executive officers, directors and persons who beneficially own more than 10% of a registered class\nof our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of our Common Stock and\nother equity securities. These executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to\nfurnish us with copies of all Section 16(a) forms filed by such reporting persons. Based solely on our review of such forms furnished\nto us and written representations from certain reporting persons, we believe that during the fiscal year ended June 30, 2025, all reports\napplicable to our executive officers, directors and greater than 10% beneficial owners were filed in a timely manner in accordance with\nSection 16(a) of the Exchange Act, except as set forth below:\n\n \n\n \n●\nMr.\nJack Wong filed a late Form 5 reporting his initial statement of beneficial ownership and five subsequent transactions.\n\n \n \n \n\n \n●\nMr.\nEric Bava filed a late Form 5 reporting his initial statement of beneficial ownership and three subsequent transactions.\n\n \n \n \n\n \n●\nMs.\nSherina Chui filed a late Form 5 reporting her initial statement of beneficial ownership.\n\n \n \n \n\n \n●\nMr.\nJeremy P. Concannon filed a late Form 5 reporting his initial statement of beneficial ownership and one subsequent transaction.\n\n \n \n \n\n \n●\nDr.\nRaymond Lee Powell filed a late Form 3.\n\n \n \n \n\n \n●\nMr.\nKarl Strahl filed a late Form 5 reporting his initial statement of beneficial ownership and one subsequent transaction.\n\n \n\n**Code\nof Ethics**\n\n \n\nWe\nhave adopted a corporate code of ethics applicable to all of our employees. We believe our code of ethics is reasonably designed to deter\nwrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports;\ncomply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code.\nThe Company will provide to any person, without charge and upon request, a copy of the code of ethics. Any such request must be made\nin writing to the Company at 8112 Maryland Ave, Suite 400, St. Louis, Missouri 63105.\n\n \n\n**Insider\nTrading Policy**\n\n \n\nOur\nboard of directors adopted our Insider Trading Policy on October 23, 2025. A copy of our Insider Trading Policy is filed herewith as\nExhibit 19.1 and is incorporated by reference herein.\n\n \n\n**Board\nCommittees**\n\n \n\nOur\nBoard of Directors currently consists of four members, Jack Wong, Eric Bava, Dr. Raymond Lee Powell and Karl Strahl. The Board held four\nformal meetings during the year ended June 30, 2025, and executed a total of twenty (20) unanimous written consents in lieu of meetings.\n\n \n\nWe\nhave not yet established Compensation, Audit, and Nominations and Corporate Governance committees nor do we have an Audit Committee financial\nexpert as defined in Item 407(d)(5) of Regulation S-K promulgated under the Securities Act. Currently, the functions of these committees\nare performed by our entire Board of Directors. We hope to establish these committees and appoint an Audit Committee financial expert\nas our business develops.\n\n \n\n**Nomination\nProcess**\n\n \n\nAs\nof June 30, 2025, we did not effect any material changes to the procedures by which our shareholders may recommend nominees to our Board\nof Directors. Our Board of Directors does not have a policy with regards to the consideration of any Director candidates recommended\nby our shareholders. Our Board of Directors has determined that it is in the best position to evaluate our company’s requirements\nas well as the qualifications of each candidate when the Board considers a nominee for a position on our Board of Directors. If shareholders\nwish to recommend candidates directly to our Board, they may do so by sending communications to the CEO of our company at the address\non the cover of this annual report.\n\n \n\n51\n\n[Table of Contents](#toc_001)"}