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Daegis: Item 10. Directors, Executive Officers And Corporate Governance DIRECTORS

The following excerpt is from the company's SEC filing.

The charts below list our directors and executive officers and are followed by biographical information about them. The biographical information regarding each member of our Board of Directors ends with a statement regarding that members qualifications for service on our Board, as considered by the Nominating and Corporate Governance Committee of our Board.

Position

Steven D. Whiteman

Independent Director, Chairman of the Board

Timothy P. Bacci

Director, President and Chief Executive Officer

Robert M. Bozeman

Richard M. Brooks

Darrell B. Montgome ry

Independent Director

Steven D. Whiteman

has served as a Director of the Company since May 1997. In August 2004, he was appointed Chairman of the Board. Mr. Whiteman previously served as the President and Chief Executive Officer (CEO) of Intesource, an Internet based e-procurement company. From June 2000 to May 2002, he worked as an independent consultant. From May 1993 until June 2000, Mr. Whiteman served as President of Viasoft, Inc. (Viasoft), a publicly-traded software products and services company. From February 1994 to June 2000, Mr. Whiteman also served as CEO and Director of Viasoft, and from April 1997 to June 2000, he served as Chairman of the Board of Directors. He is also a Director of Intesource and Trax Technology. Mr. Whiteman holds a B.A. degree in Business Administration from Taylor University and an M.B.A. from the University of Cincinnati.

Mr. Whitemans qualifications to serve on the Board include, among other skills and qualifications, his prior experience as a CEO of technology companies, his service on other corporate boards, as well as his extensive knowledge about the Company gained from his tenure as a board member dating back to 1997.

In addition to serving as our Chairman of the Board, Mr. Whiteman currently serves on our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee.

Timothy P. Bacci

joined the Board in August 2009, following our acquisition of AXS-One Inc., where he was a member of their board. He was appointed Executive Chairman in 2012, our Interim CEO in January 2013 and was later appointed President and CEO in September 2014. Mr. Bacci is the co-founder of BlueLine Partners, a strategic opportunities fund which had more than $100 million in assets invested in small, publicly-traded, and undervalued healthcare and IT companies. Since December 2004, he has been a Managing Partner at BlueLine Partners. Prior to BlueLine Partners, he spent 15 years in executive positions for software companies, including serving as Chairman and interim CEO of Instant802 Networks and CEO of siteROCK Corp. He was a co-founder of Vicinity Corporation, which had a successful public offering in 2000 and was acquired by Microsoft in 2002. Additionally, he has served as a consultant to several early-stage technology companies addressing areas relating to corporate strategy and executive recruiting. Mr. Bacci holds a B.S. in Engineering from the United States Naval Academy and served as an officer on active duty in the U.S. Navy as a fighter pilot.

Mr. Baccis qualifications to serve on the Board include, among other skills and qualifications, his significant management and executive experience in the software industry, his experience in providing consulting services relating to corporate strategy and executive recruiting, his experience gained in evaluating and investing in healthcare and IT companies as a co-founder of BlueLine Partners and his experience serving on other corporate boards.

Robert M. Bozeman

was appointed Director in January of 2008. Mr. Bozeman currently serves as an investor and/or advisor to companies in Silicon Valley. His experience includes business operations, venture capital investment, and capital markets and mergers and acquisitions. He previously served in the capacities of CEO and board member for a variety of software, information services and computer supplier companies. From November 1997 through December 2003, Mr. Bozeman was General Partner of Angel Investors LP for both its Fund I and Fund II. Investments by the firm included Ask Jeeves, Brightmail, Google, Opsware, and PayPal. In addition, many of Angel Investors LP investments became successful acquisitions, including AOLs acquisition of Spinner, Microsofts acquisitions of eQuil, MongoMusic and Vacation Spot and Sybases acquisition of AvantGo!. Mr. Bozeman is currently an investor, on the board and/or is an advisor to DigitalML, DocBox, Nantero, Nueon, Phunware, PocketPoints, Rimidi Diabetes and SupportPay. In this capacity, Mr. Bozeman often operates through Eastlake Ventures, LLC (his family office). Mr. Bozeman is also a General Partner of Northern California Investment Fund and Northern California Investment Fund II.

His qualifications to serve on the Board include, among other skills and qualifications, his significant management and executive experience in a variety of technology companies, his service on other corporate boards and his extensive experience gained in evaluating and investing in companies as a General Partner of Angel Investors LP and the Northern California Investment Funds.

Mr. Bozeman currently serves on our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee.

Richard M. Brooks

has served as a Director of the Company since August 2005. Since January 2011, Mr. Brooks has been the Executive Vice President and Chief Financial Officer (CFO) of Composite Technology International, Inc., a manufacturer of building products. From September 2006 to December 2010, Mr. Brooks was a partner with Tatum, a national executive services consulting company, which is a wholly-owned subsidiary of SFN Group. With Tatum, Mr. Brooks acted as the project lead on a variety of consulting assignments, including acting as the interim CFO for Pixelworks, a publicly-traded semi-conductor company. Mr. Brooks previously served as CEO for VantageMed Corporation, a public company, from April 2002 to December 2004. In addition, Mr. Brooks served as a Director of VantageMed Corporation from March 2001 to January 2005 and was appointed Chairman of that board in May of 2002. Mr. Brooks received a B.S. in Business Administration from Oregon State University.

Mr. Brooks qualifications to serve on the Board include, among other skills and qualifications, his significant management and executive experience with public companies and his extensive experience in providing financial consulting services to a variety of companies, including publicly-traded companies.

Mr. Brooks currently serves on our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee.

Darrell B. Montgomery

was appointed as a Director in April 2015. Mr. Montgomery brings nearly 25 years in operational management, technology sales, mergers and acquisitions and consulting to the Company. He began his business career at Gemini Consulting as a senior consultant leading client teams in telecommunications, computer services, banking and retail in both the United States and Europe. Next, Mr. Montgomery spent 20 years at Perot Systems, which is now Dell Services. At Perots Management Consulting Group, he worked with large enterprises as well as small companies principally focused on strategy and IT infrastructure needs. Mr. Montgomery also served as Director of Operations, Global Software Solutions and held a senior role in the Commercial Solutions Group and then served as an Executive Director in charge of establishing and leading the private equity channel. Mr. Montgomery earned a B.S. in Engineering, with Distinction, from the U.S. Naval Academy and an MBA from Harvard Business School. He formerly served on active duty as a United States Marine Corps Officer.

His qualifications to serve on the Board include, among other skills and qualifications, his significant management and executive experience in the technology industry and his broad range of management experiences.

Mr. Montgomery currently serves on our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee.

No director has any family relationship with any other director or with any of the Companys executive officers.

EXECUTIVE OFFICERS

Current Position with Company

President and Chief Executive Officer

Susan K. Conner

Chief Financial Officer and Chief Operating Officer

Frank Verardi

Vice President and General Manager, Gupta Technologies

and Composer Technologies

has served as our CEO since January 2013. He brings more than 20 years of executive experience in private and publicly traded companies. He joined the Board in 2009 and was appointed Executive Chairman in 2012, our Interim CEO in January 2013 and was later appointed President and CEO in September 2014. Mr. Bacci is the co-founder of BlueLine Partners, a strategic opportunities fund which had more than $100 million in assets invested in small, publicly-traded, and undervalued healthcare and IT companies. Since 2004, he has been a Managing Partner of BlueLine. Prior to BlueLine, he served in executive positions for software companies, including serving as Chairman and Interim CEO of Instant802 Networks and CEO of siteROCK Corp. He was a co-founder of Vicinity Corporation, which had a successful public offering in 2000 and was subsequently acquired by Microsoft in 2002. Additionally, he has served as a consultant to several early stage technology companies addressing areas relating to corporate strategy and executive recruiting. Mr. Bacci holds a bachelors degree of science in engineering from the United States Naval Academy and served as an officer on active duty in the U.S. Navy as a fighter pilot.

Susan K. Conner

was appointed as our CFO in May 2013 and assumed the additional role of Chief Operating Officer in June 2015. Ms. Conner is responsible for strategic financial oversight, professional services, and customer support operations for the Company. With more than 25 years in executive leadership positions she excels at helping companies plan and execute business strategies and navigate through significant change. Previously, Ms. Conner was the CFO of Zix Corp., a publicly traded Software as a Service (SaaS) company from October 2008 to August 2010. Prior to Zix Corp., Ms. Conner was the CFO of Pegasus Solutions, Inc., from May 2001 to November 2006, where she had oversight of the global financial functions and was responsible for the operations and support teams for two financial product offerings. Through May 2001, Ms. Conner was a Business Assurance Partner for PricewaterhouseCoopers (PwC), advising companies on process improvement, change management and business strategy as they worked through start-up issues, high growth strategies, IPOs and merger and acquisitions. Prior to joining the Company, she had most recently worked as an independent advisor to privately-held companies on a variety of transactional, strategic, and financial leadership engagements. Ms. Conner is a licensed Certified Public Accountant and holds a bachelors degree in business administration and accounting from the University of Texas at Austin.

Frank Verardi

served as the Vice President and General Manager, Gupta Technologies and Composer Technologies, from April 2011 to May 2015 and was responsible for driving worldwide sales and the day-to-day operations for the application development, database and migration business. From May 2007 through April 2011, Mr. Verardi was the Vice President of Sales for the Americas and Asia Pacific regions. From May 2005 to April 2007, he served as Vice President and General Manager where he oversaw the sales and marketing for Gupta Technologies and Composer Technologies products. From June 2003 to April 2005, he served as Vice President of Technical Services, and from May 2001 to May 2003, he served as Vice President of Worldwide Sales and Marketing. Prior to these positions, Mr. Verardi served in various management positions, including Vice President of Worldwide Professional Services, Vice President of Worldwide Product Delivery and Customer Support, and Director of Client Services. Mr. Verardi joined the Company in August 1988. Prior to that, Mr. Verardi held various positions with Computer Sciences Corporation, including Director of Commercial Professional Services. Mr. Verardi received a bachelors degree in computer science from California State University, Chico.

There are no family relationships among any of the Companys executive officers and Directors.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED

STOCKHOLDER MATTERS

Section 16(a) of the Exchange Act requires our executive officers, Directors and persons who beneficially own more than 10% of Daegis equity securities to file initial reports of ownership and reports of changes in ownership with the SEC. Such persons are required by SEC regulations to furnish us with copies of all Section 16(a) reports filed by them.

Timothy P. Bacci, our President and CEO, affected a late Form 4 on December 22, 2014. Based solely upon our review of such reports furnished to us and written representations from certain reporting persons, we believe that all other filing requirements applicable to our executive officers, Directors and more than 5% stockholders for the fiscal year ended April 30, 2015 were met.

CORPORATE GOVERNANCE

The Board

Our business is managed under the direction of the Board. The Board currently consists of 5 members. The names of our Board members, their professional experience and attributes are described above under the caption DIRECTORS.

Board Leadership Structure

The Board has determined that the positions of Chairman of the Board and CEO should be held by different individuals. In addition, the Board believes that the Chairman should not be an employee of the Company. Since August 2004, the Board has been led by Mr. Steven D. Whiteman, an independent non-executive chairman. The Chairman of the Board is responsible for coordinating the Boards activities, including the scheduling of meetings of the full Board, scheduling executive sessions of the non-employee Directors (Independent Directors) and setting relevant items on the agenda (in consultation with the CEO as necessary or appropriate). The CEO is responsible for setting the strategic direction for the Company and the day to day leadership and performance of the Company. The Board believes this leadership structure has enhanced the Boards oversight of and independence from Company management, the ability of the Board to carry out its roles and responsibilities on behalf of our stockholders, and our overall corporate governance.

Attendance at Board Meetings

Each of the current Directors attended at least 75% of both the aggregate meetings of the Board and its committees held, during periods in which that Director served on the Board and those committees. During our last fiscal year, a total of 14 meetings, of which 10 were telephonic, of the Board were held. Directors are encouraged to attend our Annual Meeting of Stockholders. No Directors attended our 2014 Annual Meeting of Stockholders.

Communication with the Board

Stockholders who wish to communicate with the Board or an individual Director may send a written communication to the Board or such Director c/o Daegis Inc., 600 E. Las Colinas Blvd., Suite 1500, Irving, Texas 75039, Attn: Corporate Secretary. Each communication must set forth the name and address of the stockholder on whose behalf the communication is sent and the number of shares of Company common stock that are owned beneficially by such stockholder as of the date of the communication. Each communication will be reviewed by our Corporate Secretary to determine whether it is appropriate for presentation to the Board or such Director, as applicable. Examples of inappropriate communications include advertisements, solicitations or hostile communications. Communications determined by the Corporate Secretary to be appropriate for presentation to the Board or such Director will be submitted to the Board or such Director, as applicable, on a periodic basis.

Role of the Board in Risk Oversight

The Board oversees our processes to manage risk at the Board and senior management levels. The Board delegates much of this responsibility to the Audit Committee. Under its charter, the Audit Committee discusses with management the Companys major financial risk exposures and steps management has taken to limit, monitor or control such exposure. While the Board and Audit Committee oversee our Companys risk management, our senior management is responsible for the development, implementation, and maintenance of our risk management processes and provides periodic reports to the Board and its committees, as appropriate, on its assessment of strategic, operational, legal and compliance, and financial reporting risks to the Company. The Board and its committees, as appropriate, review and consider the management reports provided on the Companys enterprise risk and risk management strategy.

Committees of the Board

Our Board has 3 standing committees: Nominating and Corporate Governance Committee, Audit Committee, and Compensation Committee. The Board also has a special committee, the Capital Markets/Mergers & Acquisition Committee, which conducts business on an as-needed basis. Each of our Independent Directors is a member of all of our standing committees. These committees devote attention to specific subjects and to assist our Board in discharging its business and risk oversight and governance responsibilities. Each standing committees charter is available on our website at www.daegis.com/about/investor-relations/corporate-governance.

Our Nominating and Corporate Governance Committee chair is Steven D. Whiteman. The Board has determined that each member of the Nominating and Corporate Governance Committee qualifies as independent in accordance with the NASDAQ Listing Rules. Under its charter, the primary responsibilities include: (i) identifying individuals qualified to become Board members; (ii) selecting, or recommending to the Board, director nominees for each election of Directors; (iii) developing and recommending to the Board criteria for selecting qualified director candidates; (iv) considering committee member qualifications, appointment and removal; (v) recommending corporate governance principles, codes of conduct and compliance mechanisms applicable to the Company; and (vi) providing oversight in the evaluation of the Board and each committee. As described below, the Nominating and Corporate Governance Committee will consider nominees recommended by stockholders. Stockholders who wish to recommend nominees for Director should submit such recommendations to the Corporate Secretary of the Company at our corporate office located at 600 E. Las Colinas Blvd, Suite 1500, Irving, TX 75039. Nominee recommendations to the Board from stockholders are considered under the same criteria as a nominee recommended by the Board.

In identifying candidates for membership on the Board, the Nominating and Corporate Governance Committee takes into account all factors it considers appropriate, which may include strength of character, conflict of interest, maturity of judgment, career specialization, relevant skills, diversity and the extent to which a particular candidate would fill a present need on the Board. The Nominating and Corporate Governance Committee does not have a formal policy with regard to the consideration of diversity in identifying director nominees. When identifying director nominees, the Committee considers general principles of diversity, and does so in the broadest sense. At a minimum, Director nominees must have unimpeachable character and integrity, sufficient time to carry out their duties, the ability to read and understand financial statements, experience at senior levels in areas relevant to the Company and consistent with the objective of having a diverse and experienced Board, the ability and willingness to exercise sound business judgment, the ability to work well with others and the willingness to assume the responsibilities required of a Director of the Company.

Each nominee for Director named herein was recommended to the Company by the Nominating and Corporate Governance Committee.

The Nominating and Corporate Governance Committee met twice during fiscal 2015.

Audit Committee

Our Audit Committee chair is Richard M. Brooks. The Board has determined that each of the members of our Audit Committee is independent, as defined under and required by the federal securities laws and the NASDAQ Listing Rules. The Board has determined that Mr. Brooks qualifies as an audit committee financial expert under the federal securities laws and that each member of the Audit Committee has the financial sophistication required under the NASDAQ Listing Rules.

Our Audit Committee oversees the accounting and financial reporting processes of our Company, related controls, and oversees the external audit processes on behalf of the Board. The Audit Committee also assists the Board in fulfilling its oversight responsibilities by reviewing the financial information that is provided to stockholders and others, and the Companys system of internal and external controls regarding finance, accounting, legal compliance and ethics. The Audit Committee oversees the independent auditors, including their independence and objectivity. However, the committee members are not acting as professional accountants or auditors, and their functions are not intended to duplicate or substitute for the activities of management and the independent auditors. The Audit Committee is empowered to retain independent...


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