Energy & Water Development Corp Chairman Resigns; Board Reconstituted

What Happened

• Energy & Water Development Corp filed an 8‑K reporting that Chairman and director Ralph Max Hofmeier resigned effective August 26, 2026. In his resignation letter Mr. Hofmeier alleged unlawful and misleading activities and breaches of fiduciary duty by the Company’s CEO and said a Board deadlock prevented investigation; the Company disputes those allegations and reserves its rights. The resignation did not state that Mr. Hofmeier was leaving his separate role as Chief Technology Officer.
• Following the resignation, the remaining director, Irma Velazquez Diaz, appointed Dale Johnson III to the board effective August 27, 2026. The board increased its size from two to three on August 28 and conditionally appointed Luis R. Vera Morales, effective August 29, 2026. By unanimous written consent on August 29, 2026, the board elected Irma Velazquez Diaz as Chair (she remains President & CEO), Dale Johnson III as Vice‑Chair, and designated Luis R. Vera Morales as Lead Independent Director. The Company has no separately constituted board committees.

Key Details

• Ralph Max Hofmeier resigned as Chairman and director effective August 26, 2026; his resignation letter is referenced in the filing.
• Dale Johnson III appointed to the Board on August 27, 2026; Luis R. Vera Morales appointed to a newly created seat effective August 29, 2026.
• Directors will not receive cash, equity or other compensation until the Company completes a “Qualified Capitalization” — defined as at least $1,000,000 in unrestricted gross cash proceeds from equity, debt or strategic investment; completion does not automatically create a payment obligation.
• No securities were granted in connection with these appointments; the Company reports no related‑party transactions for the new directors under Item 404(a).

Why It Matters

• Board composition and leadership changed quickly after the chairman’s departure, and the CEO (Irma Velazquez Diaz) retains the Chair role while also serving as President & CEO — a fact investors may view as relevant to governance and oversight.
• The resignation includes serious allegations by the former chairman that the Company disputes; those claims have not been independently validated and the Company reserves rights, so investors should watch for any follow‑up disclosures or investigations.
• The new directors will not be paid until a material capital raise (≥ $1.0M) occurs, indicating the Company is limiting near‑term board costs and signaling a focus on securing additional funding before establishing ongoing director compensation.