Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.





(d) Election of New Director

On February 1, 2021, the Board of Directors (the "Board") of iSun, Inc. ("iSun" or the "Company") appointed Claudia M. Meer as a member of the Board, effective February 1, 2021. The Board determined that Ms. Meer qualifies as "independent" in accordance with the published listing requirements of Nasdaq. Ms. Meer has been appointed to the Company's Compensation Committee, Nominating/Corporate Governance Committee and Audit Committee. Ms. Meer's appointment to the Board brings the Company into compliance with Nasdaq's independent director and audit committee requirements as set forth in Listing Rule 5605.

Ms. Meer has more than 30 years' experience in corporate finance, strategy, creative deal structuring and executive leadership in real estate, hospitality, telecom, and financial services industries. For the past twelve years she has driven financial transactions in the clean energy industry. Ms. Meer formerly served as Chief Investment Officer & Chief Financial Officer at AlphaStruxure, a venture created in early 2019 by the Carlyle Group and Schneider Electric to develop and fund clean energy infrastructure. Ms. Meer is qualified to serve on finance and audit committees as a financial expert.

Ms. Meer will receive the standard compensation amounts payable to non-employee directors of the Board. Pursuant to these arrangements, commencing in February 2021, Ms. Meer will be paid (i) an annual retainer in the amount of $36,000 for Board membership, inclusive of all Board meetings and committee meetings; (ii) an annual retainer in the amount of $10,000 for service as chairwoman of the Audit Committee; and (iii) a one-time grant of three thousand restricted shares of iSun Common Stock to vest proportionally over her term.




Item 8.01. Other Events

Committees of our Board of Directors

Our Board has the authority to appoint committees to perform certain management and administration functions. As of February 1, 2021, the Board has reorganized its Audit Committee, Compensation Committee, and Nominating/Corporate Governance Committee. The composition and responsibilities of each committee are described below. Members serve on these committees until their resignation or until otherwise determined by the Board.





Audit Committee

Our Audit Committee assists the Board with oversight of matters relating to accounting, internal control, auditing, financial reporting, risk, and legal and regulatory compliance. The Committee oversees the audit and other services provided by our independent registered public accounting firm and is directly responsible for the appointment, independence, qualifications, compensation, and oversight of our independent registered public accounting firm, which reports directly to the Committee. The Committee also oversees our internal audit function.

The members of our Audit Committee are Claudia Meer (chairwoman), Stewart Martin, and Daniel Dus, each of whom satisfies the independence requirements under the Nasdaq listing requirements and Rule 10A-3(b)(1) of the Securities Exchange Act of 1934, as amended ("Exchange Act"). Our Board has determined that Ms. Meer is an "audit committee financial expert" within the meaning of SEC regulations. Each member of our Audit Committee can read and understand fundamental financial statements in accordance with audit committee requirements. In arriving at this determination, our Board has examined each Audit Committee member's professional experience and the nature of their employment in the corporate finance sector.





Compensation Committee

Our Compensation Committee approves the compensation of our chief executive officer and our other executive officers, administers our executive benefit plans, including the granting of awards under our incentive compensation plan, and advises the Board on director compensation.

The members of our Compensation Committee are Stewart Martin (chairman), Daniel Dus, and Claudia Meer, each of whom our Board has determined to be independent under the Nasdaq listing requirements, a "non-employee director" as defined in Rule 16b-3 promulgated under the Exchange Act, and an "outside director" as that term is defined in Section 162(m) of the Internal Revenue Code of 1986.

Nominating/Corporate Governance Committee

Our Nominating/Corporate Governance Committee identifies individuals qualified to become members of our Board, recommends candidates for election or reelection to our Board, oversees the evaluation of our Board, and advises our Board regarding committee composition and structure and other corporate governance matters.

The members of our Nominating/Corporate Governance Committee are Daniel Dus (chairman), Stewart Martin, and Claudia Meer, each of whom our Board has determined to be independent under the Nasdaq listing requirements.

Item 9.01. Financial Statement and Exhibits.





(d) Exhibits



Number   Description

99.1       Press Release dated February 2, 2021 regarding the appointment of
         Claudia Meer to the Board

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