{"url_path":"/sec/grve/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/918573/0001477932-26-004080-index.html","accession_number":"0001477932-26-004080","cik":"0000918573","ticker":"GRVE","issuer_name":"GROOVE BOTANICALS INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/918573/0001477932-26-004080-index.html","primary_entity_key":"0000918573","primary_entity_name":"GROOVE BOTANICALS INC."},"word_count":697,"has_tables":true,"body_markdown":"**Item 10. Directors, Executive Officers and Corporate Governance.**\n\n \n\nThe following table sets forth the name, age and position of each of our executive officers and directors as of the date of this report:\n\n \n\n**Name**\n\n \n\n**Age**\n\n \n\n**Position** \n\nKent Rodriguez\n\n \n\n69\n\n \n\nDirector, President, Treasurer, Secretary\n\n \n\n**Background of Executive Officers and Directors**\n\n \n\nOur directors are elected for a term of one year and serve until such director’s successor is duly elected and qualified. Each executive officer serves at the pleasure of the Board.\n\n \n\n**Kent Rodriguez**\n\n \n\nMr. Rodriguez joined the Company as Chief Executive Officer, Secretary, and Principal Financial Officer in May 2009. Since 1995, he has been the Managing Partner of Weyer Capital Partners, a Minneapolis-based venture capital partnership. He has a B.A. degree in Geology from Carleton College, and an Executive MBA from the Harvard Business School. Mr. Rodriguez is the related party who has provided funds to the Company, which are owed back to him and can be found within the Balance Sheets and footnotes referenced throughout this filing as related party payables.\n\n \n\n**Family Relationships**\n\n \n\nThere are no family relationships among any of our executive officers or directors.\n\n \n\n \n\n15\n\n*Table of Contents*\n\n \n\n**Board Composition**\n\n \n\nOur business and affairs are managed under the direction of our board of directors, which presently consists of one member. Our current director will continue to serve as a director until his resignation, removal or successor is duly elected.\n\n \n\nOur certificate of incorporation and our bylaws permit our board of directors to establish the authorized number of directors from time to time by resolution. Each director serves until the expiration of the term for which such director was elected or appointed, or until such director’s earlier death, resignation or removal.\n\n \n\n**Involvement in Certain Legal Proceedings**\n\n \n\nAs of the filing of this Annual Report on Form 10-K, there are no legal proceedings, and during the past ten years there have been no legal proceedings that are material to an evaluation of the ability or integrity of any of our directors, director nominees or executive officers.\n\n \n\n**Committees of Our Board of Directors**\n\n \n\nOur board of directors has not established any committees.\n\n \n\nWe are not a “listed company” under SEC rules and are therefore not required to have an audit committee comprised of independent directors.\n\n \n\nWe do not currently have a “financial expert” within the meaning of the rules and regulations of the SEC.\n\n \n\nThe Company has no nominating or compensation committees at this time. The entire Board participates in the nomination and audit oversight processes and considers executive and director compensation. Given the size of the Company and its stage of development, the entire Board is involved in such decision-making processes. Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions. We are not aware of any other conflicts of interest with any of our executive officers or directors.\n\n \n\n**Code of Business Conduct and Ethics**\n\n \n\nThe Company has not as yet adopted a code of ethics applicable to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions as required by the Sarbanes-Oxley Act of 2002 due to our small size and limited resources and because management’s attention has been focused on matters pertaining to raising capital and the operation of the business.\n\n \n\n**Risk and Compensation Policies**\n\n \n\nThe Company does not have any risk and compensation policies.\n\n \n\n**Compliance with Section 16(a) of the Exchange Act**\n\n \n\nSection 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than ten percent of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.\n\n \n\n \n\n16\n\n*Table of Contents*\n\n \n\nTo our knowledge, each of Kent Rodriguez and Douglas Barton are delinquent in filing a Form 3 report. Mr. Barton resigned from the Company’s board of directors as of July 29, 2024."}