Toronto-based data company NowVertical has announced changes to its board of directors following a recent dispute with its founder, former CEO, and shareholder, Daren Trousdell.
In a statement released today, NowVertical said its dispute with Trousdell, who called for NowVertical’s board to be replaced in January, is now resolved. As part of the resolution, NowVertical said the company and Trousdell have agreed to settle and dismiss all ongoing legal proceedings, and have agreed to “certain voting and standstill provisions to preserve alignment between them moving forward.”
“I am pleased that the company and I have resolved our differences and are aligned on a path forward that is focused on creating value for shareholders,” Trousdell said in NowVertical’s statement today. “I look forward to collaborating productively with Mr. Mendiratta, Ms. Kunda, and the board in the months ahead.”
“This agreement allows for the board to continue to align with one of our largest stakeholders and focus on generating value for all stakeholders.”
Elaine Kunda
NowVertical is a software firm that delivers what it calls “vertically specific” data, technology, and artificial intelligence applications for customers like Nike, Disney, and Nestlé. The company began trading on the TSX Venture Exchange in 2021.
In January, NowVertical appointed Sandeep Mendiratta to the role of CEO. Mendiratta, who previously led Acrotrend, which NowVertical acquired in early 2023, replaced Sasha Grujicic, who had served as CEO of NowVertical since May 2023.
At the time the leadership change was announced, NowVertical board chair Elaine Kunda described the move as a “difficult but necessary” decision aimed at putting the company “back on track for growth.” The company said the board found it had not maximized the expected benefit of NowVertical’s recent acquisitions, and was not positioning certain business units or their respective leadership teams for success.
Two days later, Trousdell published his own statement calling on the company’s board to be replaced, claiming that the board presided over “an incredible erosion in shareholder value” since Trousdell resigned as an officer and director of the company in May 2023. At the time, Trousdell also called for Kunda, Andre Garber, Darrell MacMullin, David Charron, and Chris Ford to resign from the board.
NowVertical responded to Trousdell’s claims in a separate statement, which claimed Trousdell had signed an agreement preventing him from attempting to influence management, the board, or policies of the company, adding it would be “forced to bring legal proceedings to put an end to these distractions.”
On January 30, NowVertical obtained an injunction against Trousdell, which prohibited him from, among other activities, acquiring or selling any securities in NowVertical, seeking board representation, and engaging in any short sale of company shares.
The company announced it would then proceed to arbitration with Trousdell to seek remedies for Trousdell’s recent conduct.
According to NowVertical’s statement published today, that dispute with Trousdell is now resolved, and the board is working to appoint an additional independent director who is “mutually acceptable” to both the company and Trousdell. MacMullin has also agreed to resign from the board to accommodate Mendiratta joining, and the statement thanked MacMullin for his contributions to the company.
“We are happy for the company to be able to move forward,” Kunda said in the statement. “This agreement allows for the board to continue to align with one of our largest stakeholders and focus on generating value for all stakeholders.”
Feature image source NowVertical via YouTube.
