Deanna Rene Estes

About Deanna Rene Estes

Deanna Rene Estes (age 58) is the independent Chairperson of the Board at 374Water (SCWO). She has served on the Board since 2022 and was Chair as of the 2025 proxy; she is a finance professional and family office executive with a BA in Business Administration (Finance) from Washington State University . She is deemed independent under Nasdaq rules and is designated an audit committee financial expert by the Board . In 2024 she oversaw a leadership transition as Board Chair and signed the Company’s 2025 annual and special meeting proxy letters .

Past Roles

External Roles

• No other public company directorships were disclosed in the Company’s 2025 proxy biography for Ms. Estes .

Board Governance

• Board role: Independent Chairperson; Board and CEO roles are separated; structure reviewed annually .
• Independence: Board determined Ms. Estes is independent under Nasdaq rules .
• Attendance and engagement: Board held 20 meetings in 2024; no incumbent director attended fewer than 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
• Hedging/short sales: Company policy prohibits short sales and hedging/monetization transactions for directors, officers, and employees .
• Clawback: Board adopted a policy to recover erroneously awarded incentive-based compensation from Section 16 officers after restatements, per Nasdaq rules .
• Nasdaq compliance/board refresh: Company regained Nasdaq’s independent director requirement in April 2025 following appointment of an additional independent director .
• Special situations oversight: As Chair, Ms. Estes signed the December 2025 special meeting proxy seeking authority for a 1-for-8 to 1-for-20 reverse split to regain Nasdaq minimum bid compliance .

Fixed Compensation (Director)

Performance Compensation (Director)

| Equity type | Grant date | Shares/Units | Grant-date fair value | Vesting | Notes | |---|---|---:|---:|---| | RSUs (fully vested) | Nov 15, 2024 | 40,000 | $41,200 | Fully vested at grant | Standard annual grant to each non-employee director | | Stock options (outstanding) | — | 20,000 (unexercised) | — | — | Options outstanding as of 12/31/2024; strike/term not disclosed in director table |

• Plan/pay structure developments: In 2025, stockholders were asked to approve raising the non-employee director annual compensation limit under the 2021 Equity Incentive Plan to $300,000 (from $50,000), and to increase shares available under the plan by 12,150,000, signaling potential future pay flexibility and equity usage .

Other Directorships & Interlocks

• None disclosed for Ms. Estes; no interlocks or related-party connections involving her were identified in the related-party section of the 2025 proxy .

Expertise & Qualifications

• Finance and risk management: Family office governance lead with cross-industry investor/operator collaboration experience .
• Audit oversight: Board-designated audit committee financial expert; serves on Audit Committee .
• Governance leadership: Independent Chair; led leadership transition at 374Water .

Equity Ownership

Notes: Beneficial ownership includes options/warrants exercisable within 60 days. Applicable percentage based on 144,682,963 shares outstanding (Mar 31, 2025) and 169,248,799 shares (Oct 21, 2025) .

Governance Assessment

• Positives and strengths

  • Independent Chair with cross-committee visibility and designated audit committee financial expertise; Board determined independence under Nasdaq rules .
  • Strong engagement indicated by 2024 attendance thresholds; all directors attended the 2024 annual meeting .
  • Prohibitions on hedging/shorting and adoption of a Dodd-Frank/Nasdaq-aligned clawback policy support shareholder-aligned governance .
  • Board refresh to regain Nasdaq independence compliance demonstrates responsiveness; Ms. Estes signed both annual and special meeting proxies, evidencing active leadership .

• Watch items and potential red flags

  • Financial reporting controls: 2024 material weakness noted; Audit Committee (including Ms. Estes) is overseeing remediation; investors may monitor progress closely .
  • Capital structure actions: Board sought a 1-for-8 to 1-for-20 reverse split to address minimum bid deficiency and maintain ATM/shelf access—necessary but a confidence-sensitive signal; over the year, authorized shares were increased to 1.0B, expanding potential dilution capacity (mitigated by fiduciary oversight) .
  • Director pay flexibility: Raising the non-employee director annual limit to $300,000 under the plan increases potential director pay; committees should continue to justify pay-for-role rigorously to avoid misalignment optics .
  • Ownership alignment: While Ms. Estes increased holdings during 2025, beneficial ownership remains under 1% of outstanding shares .

• Shareholder votes and engagement

  • Say-on-pay cadence: Advisory say-on-pay every three years; next scheduled at the 2027 annual meeting .

• Related-party exposure

  • No related-party transactions disclosed involving Ms. Estes; prior related-party arrangements involved other directors/entities (e.g., Merrell Bros.) and a November 2024 financing that included aggregate Board/executive participation without individual breakdowns .

Overall: Ms. Estes brings finance and governance depth as an independent Chair and audit committee financial expert, with broad committee participation and improved 2025 board independence status. Key risks to monitor are execution of internal control remediation, the impact of capital structure actions (reverse split/authorized share increase) on investor confidence and dilution, and maintaining disciplined director compensation given the plan limit increase .