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 the Company.

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 initiatives.

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 in 1986.






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