Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Appointment of a New Director
On June 10, 2021, the Nominating Committee of nDivision Inc. (the "Company")
recommended the appointment of Susan Conner to serve as a member of the
Company's Board of Directors (the "Board"). Ms. Conner will be an independent
director of the Company pursuant to the NASDAQ independent director guidelines.
As part of Ms. Conner's appointment, which the Board accepted, the Company
awarded Ms. Conner an option to purchase 300,000 Non-Qualified Stock Options to
purchase shares of common stock under the Company's Amended and Restated 2018
Equity Incentive Plan at an exercise price of $0.95 per share.
There are no arrangements or understandings between Ms. Conner and any other
person pursuant to which she was appointed as a director of the Company. Ms.
Conner has no family relationships with any directors or executive officers of
From 2015 to present, Ms. Conner has served as a member of the board of
directors, and the Audit & Risk Committee Chair of Pariveda Solutions, a
strategic services and information technology consulting company. As a corporate
executive, she most recently served as the chief financial officer and chief
operating officer of Daegis, Inc. (NASDAQ: DAEG), an international enterprise
software company, from 2013 until the company was successfully sold in late
2015. Before Daegis, Ms. Conner served as the chief financial officer of Zix
Corporation (NASDAQ: ZIXI), a security technology company delivering email
encryption services in the cloud, on a software as a service (SaaS) basis.
Prior to her role at Zix Ms. Conner served as the executive vice president and
chief financial officer of Pegasus Solutions, Inc. (NASDAQ: PEGS) from 2001 to
2006. Pegasus operated from 16 offices in 11 countries worldwide. Ms. Conner's
responsibilities at Pegasus included oversight of the global accounting
function, financial planning, financial operations, treasury, tax, investor
relations; as well as, strategic and profitability planning, merger and
acquisition activities, and cost reduction and acquisition integration
Beginning her career with 15 years in public accounting, Ms. Conner joined
Pegasus from PricewaterhouseCoopers where she served as a partner in Audit and
Business Advisory Services within the firm's Technology, Infocom,
Communications, and Entertainment and Media group. Ms. Conner also spent time
advising clients on merger and acquisition strategy within the firm's
Transaction Services Group where she managed more than 25 transactions ranging
in value from $25 to over $300 million.
Ms. Conner received her BBA in Accounting from the University of Texas at Austin
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