{"url_path":"/sec/wast/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":"2026-07-14","source_url":"https://www.sec.gov/Archives/edgar/data/1515139/0001493152-26-033196-index.html","accession_number":"0001493152-26-033196","cik":"0001515139","ticker":"WAST","issuer_name":"WASTE ENERGY CORP.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1515139/0001493152-26-033196-index.html","primary_entity_key":"0001515139","primary_entity_name":"WASTE ENERGY CORP."},"word_count":1760,"has_tables":true,"body_markdown":"**ITEM\n10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE**\n\n \n\n**Directors and Executive Officers**\n\n \n\nThe following individuals serve as our directors\nand executive officers. All of our directors hold office until the next annual meeting of our stockholders or until their successors\nhave been elected and qualified, or until their death, resignation or removal. Our executive officers are appointed by our board of directors\nand hold office until their death, resignation, or removal from office.\n\n \n\n**Name**\n \n**Position Held with Our Company**\n \n**Age**\n \n**Date First Elected or Appointed**\n\nScott Gallagher\n \nPresident, CEO, Interim CFO & Chairman\n \n58\n \nSeptember 7, 2022\n\nEdmund C. Moy\n \nDirector\n \n68\n \nFebruary 9, 2018\n\nScott McBride\n \nInterim Treasurer and Secretary & Director\n \n52\n \nDecember 19, 2024\n\n \n\n**Business Experience**\n\n \n\nThe following is a brief account of the education\nand business experience during at least the past five years of each director and executive officer, indicating the person’s principal\noccupation during that period, and the name and principal business of the organization in which such occupation and employment were carried\nout.\n\n \n\n**Scott Gallagher**\n\n \n\nMr.\nGallagher has served as President of the Company since September 7, 2022, and as Chief Executive Officer and Chairman of the Board\nsince December 19, 2024. He is the sole named inventor of the Company’s patent-pending automated carbon credit creation and AI-based\nemissions monitoring technology, which has been assigned to the Company, and he led the formation of the Company’s wholly owned\nsubsidiary, Energy Works, Inc., incorporated in Florida on May 13, 2024 to support the Company’s waste-to-energy\noperations.\n\n \n\nMr. Gallagher has over 30 years of experience in U.S. capital markets,\nwith a focus on SEC reporting and compliance, corporate governance, early-stage company development, capital formation, and revenue growth.\nSince 2008, he has served as Chairman of TheDirectory.com, Inc., a publicly traded company. He previously held FINRA Series 7, 63, and\n24 registrations, each of which was retired in good standing.\n\n \n\n22\n\n \n\n** **\n\n**Edmund C. Moy**\n\n \n\nOn February 9, 2018, we appointed Edmund C. Moy\nas a director of our company.\n\n \n\nFrom 2001 through 2006, Mr. Moy served as special\nassistant to the President of the United States at The White House, where he was responsible for presidential appointments including\nthe U.S. Department of Energy, the U.S. Environmental Protection Agency, and other natural resource related departments and independent\nagencies. He was appointed as director of the United States Mint at the U.S. Department of the Treasury and unanimously confirmed by\nthe U.S. Senate, a position he held from 2006 until 2011. Mr. Moy began his career as a sales and marketing executive with Blue Cross\nBlue Shield United of Wisconsin, was appointed head of the federal regulatory agency Office of Prepaid Health Care, and was then selected\nto head the Office of Managed Care at the Centers for Medicare and Medicaid Services. Thereafter, he became an exclusive advisor to private\nequity firm Welsh, Carson, Anderson & Stowe.\n\n \n\nMr. Moy currently serves as a director. member\nof the audit committee, and chair of the governance and nominations committee of Verb Technology (VERB:NASDAQ) and as an advisory board\nmember of Draganfly Inc. (DPRO:NASDAQ). He also advises and consults with several privately held companies, is an exclusive provider\nof autographs to Numismatic Guaranty Corp., provides consulting services to privately held U.S. Money Reserve, and serves on the Board\nof Regents for Trinity International University. His prior board service includes privately held Emerald Health Network and publicly\nheld Parsec Capital Acquisitions Corp. (PCXCU:NASDAQ) where he served as chair of the audit committee and L&L Energy, Inc. (LLEN:NASDAQ).\nHe earned his Bachelor of Arts in Economics, International Relations, and Political Science in 1979 from the University of Wisconsin\n- Madison.\n\n \n\nWe believe that Mr. Moy is qualified to serve\non our Board because he has extensive and unique leadership experience in Washington D.C., where he is recognized for his leadership\nroles in the Executive Branch of the government of the United States, as well as the experience gained from serving on the boards of\nseveral public companies.\n\n \n\n**W. Scott McBride**\n\n \n\nMr.\nMcBride has served as a director of the Company since December 19, 2024, and as President of Waste-to-Energy Operations since\nFebruary 27, 2025. In that capacity, he serves as the lead on-site operational executive for the Company’s Midland, Texas facility,\nwhere he is responsible for overseeing the Company’s waste-to-energy operations, leading the regulatory permitting and environmental\nfiling process for the Midland site, and establishing local relationships with municipalities, tire haulers, transfer stations,\nindustrial partners, and other stakeholders required to support the Company’s feedstock supply and commercial operations.\n\n \n\nMr.\nMcBride brings experience in pyrolysis technology and environmental sustainability. He holds a Bachelor’s degree in Environmental Science\nfrom Western Colorado University and a Master’s degree in Education from Monmouth University.\n\n \n\n**Family Relationships**\n\n \n\nThere are no family relationships among our directors\nor officers.\n\n \n\n**Involvement in Certain Legal Proceedings**\n\n \n\nNone of our directors or executive officers have\nbeen involved in any of the following events during the past ten years:\n\n \n\n \n(a)\nany bankruptcy petition filed by or against any business of which such\nperson 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(b)\nany conviction in a criminal proceeding or being subject to a pending\ncriminal proceeding (excluding traffic violations and other minor offences);\n\n \n(c)\nbeing subject to any order, judgment, or decree, not subsequently reversed,\nsuspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise\nlimiting his involvement in any type of business, securities or banking activities;\n\n \n(d)\nbeing found by a court of competent jurisdiction (in a civil action),\nthe Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities\nor commodities law, and the judgment has not been reversed, suspended, or vacated;\n\n \n(e)\nbeing the subject of, or a party to, any federal or state judicial\nor administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation\nof: (i) any federal or state securities or commodities law or regulation; or (ii) any law or regulation respecting financial institutions\nor insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution,\ncivil money penalty or temporary or permanent cease- and-desist order, or removal or prohibition order; or (iii) any law or regulation\nprohibiting mail or wire fraud or fraud in connection with any business entity; or\n\n \n(f)\nbeing the subject of, or a party to, any sanction or order, not subsequently\nreversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Securities Exchange Act\nof 1934), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association,\nentity or organization that has disciplinary authority over its members or persons associated with a member.\n\n \n\n23\n\n \n\n \n\n**Delinquent Section 16(a) Reports**\n\n \n\nSection 16(a) of the Securities Exchange Act\nof 1934 requires our executive officers and directors, and persons who own more than 10% of our common stock, to file reports regarding\nownership of, and transactions in, our securities with the Securities and Exchange Commission and to provide us with copies of those\nfilings. Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons\nwe believe that during year ended December 31, 2025 all filing requirements applicable to our executive officers and directors, and persons\nwho own more than 10% of our common stock were complied with, with the exception of the following:\n\n \n\n**Name**\n \n**Number of\nLate Reports**\n \n \n**Number of\nTransactions\nNot Reported on a\nTimely Basis**\n \n \n**Failure to File\nRequested\nForms**\n\nScott Gallagher\n \n \n3\n \n \n \n1\n \n \nNil\n\nEdmund C. Moy\n \n \n3\n \n \n \n1\n \n \nNil\n\nScott McBride\n \n \n3\n \n \n \n1\n \n \nNil\n\n \n\n**Code of Ethics**\n\n \n\nOn December 20, 2017, our board of directors\nadopted a code of ethics and business conduct for directors, senior officers and employees of our company. We adopted the code of ethics\nand business conduct for the purpose of promoting:\n\n \n\n \n●\nhonest and ethical conduct, including the ethical handling of actual\nor apparent conflicts of interest;\n\n \n●\nfull, fair, accurate, timely and understandable disclosure in all reports\nand documents that we file with, or submits to, the Securities and Exchange Commission and in other public communications made by\nour company;\n\n \n●\ncompliance with applicable governmental laws, rules and regulations;\n\n \n●\nthe protection of our assets, including corporate opportunities and\nconfidential information;\n\n \n●\nfair dealing practices;\n\n \n●\nthe prompt internal reporting of violations of the code of ethics and\nbusiness conduct; and\n\n \n●\naccountability for adherence to the code of ethics and business conduct.\n\n \n\n**Audit Committee**\n\n \n\nWe have an audit committee consisting of Edmund\nC. Moy (Chair), and Scott McBride. Our audit committee assists our board of directors in fulfilling its responsibility to our stockholders\nrelating to corporate accounting matters, the financial reporting practices of our company, and the quality and integrity of the financial\nreports of our company.\n\n \n\n**Audit Committee Financial Expert**\n\n \n\nOur board of directors has determined that it\ndoes not have a member that qualifies as an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation\nS-K. We believe that our board of directors is capable of analyzing and evaluating our financial statements and understanding internal\ncontrols and procedures for financial reporting. In addition, we believe that retaining an independent director who would qualify as\nan “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given\nthe early stages of our development.\n\n \n\n24\n\n \n\n \n\n**Other Committees of Board of Directors**\n\n \n\nWe do not have nominating or compensation committees\nor committees performing similar functions nor do we have a written nominating or compensation committee charter. Our board of directors\ndoes not believe that it is necessary to have such committees because it believes that the functions of such committees can be adequately\nperformed by our board of directors.\n\n \n\nWe do not have any defined policy or procedure\nrequirements for our stockholders to submit recommendations or nominations for directors. We do not currently have any specific or minimum\ncriteria for the election of nominees to our board of directors and we do not have any specific process or procedure for evaluating such\nnominees. Our board of directors assesses all candidates, whether submitted by management or stockholders, and makes recommendations\nfor election or appointment.\n\n \n\nA stockholder who wishes to communicate with\nour board of directors may do so by directing a written request to the address appearing on the first page of this annual report."}