{"url_path":"/sec/payd/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":"2026-03-31","source_url":"https://www.sec.gov/Archives/edgar/data/1017655/0001437749-26-010730-index.html","accession_number":"0001437749-26-010730","cik":"0001017655","ticker":"PAYD","issuer_name":"PAID INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1017655/0001437749-26-010730-index.html","primary_entity_key":"0001017655","primary_entity_name":"PAID INC"},"word_count":1663,"has_tables":true,"body_markdown":"**Item 10. Directors, Executive Officers and Corporate Governance**\n\n \n\n**Directors and Executive Officers**\n\n \n\nThe following table sets forth certain information regarding the directors and executive officers of PAID:\n\n \n\nName\n\n \n\nAge \n\n \n\nPosition\n\nW. Austin Lewis, IV\n\n \n\n50\n\n \n\nCEO, CFO\n\nDavid Scott\n\n \n\n31\n\n \n\nCOO\n\nAndrew Pilaro\n\n \n\n56\n\n \n\nDirector\n\nLaurie Bradley\n\n \n\n72\n\n \n\nDirector\n\nDavid Ogden (resigned October 2025)\n\n \n\n63\n\n \n\nDirector\n\n \n\nAndrew Pilaro was elected as of September 19, 2000, for a term expiring at the 2001 Annual Meeting of Stockholders and until their successors are elected and qualified. On March 27, 2021, the Company amended its Bylaws to reduce the existing Board of Directors from five positions to three positions. At that time, W. Austin Lewis, IV and Allan Pratt automatically rolled off from the Board of Directors. Under Delaware law, unless otherwise provided in the certificate of incorporation or bylaws, directors are elected for one-year terms at the annual meeting of shareholders. The Amended Bylaws would provide for the Board to be divided into three classes of directors serving staggered three-year terms.  As a result, approximately one-third of the Board will be elected each year.  Initially, three directors will serve between one-to-three-year terms.  The directors placed in a Class I position will serve for approximately one year.  The directors placed in a Class II position will serve for approximately two years. The directors placed in a Class III position will serve approximately three years. After this transitional arrangement, the Directors will serve for three-year terms, with one class being elected each year. On October 15, 2025 David Ogden submitted a resignation from the Board of Directors, the Company is currently conducting a search to fill the open position.\n\n \n\n**Andrew Pilaro** has served as a Director of PAID since September 2000. He is President of CAP Properties Limited, a family office which is an investment management company, with a primary responsibility for asset management. Mr. Pilaro was asked to serve as a director because he provides investment management skills and has a general business background.\n\n \n\n**W. Austin Lewis, IV** currently serves as CFO and CEO of PAID and previously served as the Chairman of the Audit Committee for MAM Software, Inc. (MAMS).  Since 2004, Mr. Lewis has served as Chief Executive Officer of Lewis Asset Management Corporation, an investment management company he founded, where he is also the General Partner of the Lewis Opportunity Fund. Prior to founding Lewis Asset Management, Mr. Lewis held a variety of positions with investment firms, including Puglisi & Co., Thompson Davis & Co., and Branch Cabell & Company. Mr. Lewis holds a Bachelor of Science in Finance and a Bachelor of Science in Financial Economics from James Madison University.  Mr. Lewis was asked to serve as the CEO because he had a thorough knowledge of the Company’s strengths and weaknesses and has a strong background in being able to make companies run efficiently and successfully.\n\n \n\n**David Ogden** is the CEO of Soho Management Consulting, a global investment consulting firm, and President of Soho Printing LLC in Naples, Florida. He has held many senior positions with FedEx, including Managing Director of Sales for the FedEx Middle East and Africa region based in Dubai, where he played a key role in India's launch as a directly served FedEx location. Additionally, he served as Managing Director of FedEx Logistics in the Middle East and Africa, where he was responsible for establishing the region's first FedEx Logistics subsidiary. After his tenure with FedEx, he relocated to Egypt, where he established a group of companies offering best-in-class business support services under a holding company. Following Egypt, he moved to Abu Dhabi to work for an alternative investment company focused on developing warehousing and logistics parks in the United Arab Emirates. Recently, he has been involved with e-commerce ventures from around the world. As of October 15, 2025 Mr. Ogden has resigned from the Board of Directors.\n\n \n\n19\n\n \n\n \n\n**Laurie Bradley** is the Chief Executive Officer of Flexible Support Group providing funding, accounting, and payroll services to small and mid-size businesses across North America. Ms. Bradley also retains ownership in ASG Renaissance and serves as its President. ASG sold its staffing and contracting business in 2016 and now operates with a focus on executive search, and consulting services that delivers training to assist clients with their diversity and inclusion initiatives. The ASG consulting practice also leverages the 2007 Mosaic Advantage initiative which aggregated a network of minority, women, and veteran owned businesses providing them with access to larger business opportunities, coaching, mentoring and financial services.  Ms. Bradley has worked in both the public and private sectors specializing in talent management, executive leadership, and advisory services. Ms. Bradley holds a Bachelor of Arts degree from McMaster University and a certificate in Business Strategy from Cornell University.\n\n \n\n**David Scott** currently serves as the Chief Operating Officer of Paid, having previously held the role of Director of Technology, joining the company in 2017. With a background in computer science from Mohawk College and McMaster University, Mr. Scott has been instrumental in driving Paid's technological innovation, operational scalability, and market expansion. As COO, he oversees technology, marketing, support, and business analytics, ensuring Paid and its flagship shipping platform, ShipTime, remain industry leaders. His leadership continues to drive efficiency, innovation, and strategic growth, reinforcing Paid’s position as a trusted solution for businesses across North America.\n\n \n\nThe Company has not made any material changes to the procedures by which security holders may recommend nominees to the Board of Directors. The Board does not have a separate nominating committee.\n\n \n\n**Audit Committee**\n\n \n\nThe Securities and Exchange Commission has adopted rules to implement certain requirements of the Sarbanes-Oxley Act of 2002 pertaining to public company audit committees. One of the rules requires a company to disclose whether it has an “audit committee financial expert” serving on its audit committee. Based on its review of the criteria of an audit committee financial expert under the rule adopted by the SEC, the Board of Directors does not believe that any member of the Board of Directors' Audit Committee would be described as an audit committee financial expert. At this time, the Board of Directors believes it would be desirable for the Audit Committee to have an audit committee financial expert serving on the committee. While from time-to-time informal discussions as to potential candidates have occurred, no formal search process has commenced. Andrew Pilaro, one of the Company’s independent directors, is the sole member of the audit committee. The audit committee does not have a charter.\n\n \n\n**Audit Committee Report**\n\n \n\nThe Audit Committee reviewed and discussed our audited consolidated financial statements for the year ended December 31, 2025, with our management.  The Audit Committee also reviewed and discussed our audited consolidated financial statements, and the matters required to be discussed, by the Public Company Accounting Oversight Board (“PCAOB”), including material weaknesses and other internal control deficiencies with dbbmckennon, our independent registered public accounting firm. The Audit Committee received from dbbmckennon the written disclosures and letter required by applicable requirements of the PCAOB regarding the independent accountant's communications with the audit committee concerning independence and has discussed with the independent accountant the independent accountant's independence.\n\n \n\nBased on the reviews and discussions referred to above, the Audit Committee recommended to our Board of Directors that our audited consolidated financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2025.\n\n \n\n \n\nThe Audit Committee\n\n \n\n/s/ Andrew Pilaro\n\n \n\n**Code of Ethics**\n\n \n\nThe Company has adopted a Code of Ethics that applies to all of its directors, officers, and employees, including its principal executive officer, principal financial officer, principal accounting officer, or controller, or persons performing similar functions. A written copy of the Company's Code of Ethics will be provided to anyone, free of charge, upon request to: W. Austin Lewis, CEO and CFO, PAID, Inc., P.O. Box 17, Southborough, MA 01772.\n\n \n\nAny waiver of the code of business conduct and ethics for directors or executive officers, or any amendment to the code that applies to directors or executive officers, may only be made by the board of directors. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of this code of ethics by posting such information on our website, at the address and location specified above. To date, no such waivers have been requested or granted.\n\n \n\n20\n\n \n\n \n\n**Section 16(a) Beneficial Ownership Reporting Compliance**\n\n \n\nSection 16(a) of the Securities Exchange Act of 1934 requires the Company's directors and executive officers, and persons who own more than 10% of the Company's outstanding Common Stock to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of Common Stock. These persons are required by SEC regulation to furnish the Company with copies of all such reports they file. To the Company's knowledge, based solely on a review of the copies of such reports furnished to the Company and representations that no other reports were required, all Section 16(a) filing requirements applicable to its officers and directors and beneficial owners of more than 10% of the Company's stock, have been complied with for the period which this Form 10-K relates.\n\n \n\n**Corporate Disclosure and Insider Trading Policy**\n\n \n\nThe Company’s Corporate Disclosure and Insider Trading Policy ensures that communications to the investing public are timely, factual and accurate, and consistently and broadly disseminated in accordance with law. The insider trading policy extends to directors, executive officers, certain designated employees, and their applicable family members. The policy restricts disclosure of Material Information (as defined in the policy) until the same information is generally disseminated to the public. The policy states that it is illegal for anyone to purchase or sell securities with knowledge of Material Information that has not been publicly disclosed, and describes the penalties associated with the violation. The policy provides for pre-clearance of trades, trading blackout periods, and suspension of trading, as applicable. A copy of the policy is attached as Exhibit 19."}