Our officers, directors and director nominees are as follows: Name Age Position Sam Zell 78 Chairman of the Board Bill Galvin 58 Chief Executive Officer and Director Nominee Philip Tinkler 55 Chief Financial Officer Joseph Miron 52 Secretary Robert W. Grubbs 64 Director Nominee Ellen Havdala 54 Director Nominee Bill Simon 60 Director Nominee Charles Swoboda 53 Director Nominee Sam Zell is a founder and has served as Chairman of the Board of the company since July 2020. Mr. Zell is the founder of Equity Group Investments, the private investment firm in Chicago he started more than 50 years ago. EGI invests opportunistically across industries and geographies throughout the capital structure. EGI’s current portfolio investments are in energy, waste and infrastructure, transportation and logistics, manufacturing, communications, healthcare, agribusiness, and real estate. EGI provides flexible capital and employs an engaged ownership approach to maximize the potential of its investments. In addition to his role as Chairman of EGI, Mr. Zell chairs four companies listed on the New York Stock Exchange: Equity Residential, a leading apartment REIT; Equity LifeStyle Properties, a manufactured home community and resort REIT; Equity Commonwealth, an office REIT; and Covanta Holding Corporation, an international owner/operator of energy-from-waste and power generation facilities. Mr. Zell also served as the Chairman of Anixter from 1986 through June 2020. Mr. Zell holds a JD degree and a BA degree from the University of Michigan. In 2017, Forbes recognized Mr. Zell as one of the 100 Greatest Living Business Minds. Mr. Zell’s qualifications to serve on our Board include his experience of over 40 years as a chairman, director and executive of various companies, his management of billions of dollars in global investments and his strong track record of stewarding companies towards the maximization of their potential. William (Bill) Galvin is a founder and has served as Chief Executive Officer of the company since July 2020. In addition, Mr. Galvin will be appointed to our Board of Directors in connection with this offering. Mr. Galvin is the former President and Chief Executive Officer of Anixter, a role that he held from July 2018 through June 2020. Prior to its acquisition, Anixter was a leading global distributor of Network & Security Solutions, Electrical & Electronic Solutions and Utility Power Solutions. Mr. Galvin joined Anixter in 1984 and held a variety of roles prior to his appointment as President and Chief Executive Officer, including President and Chief Operating Officer (2017 – 2018), Executive Vice President—Network and Security Solutions (2007 – 2017) and Senior Vice President—North America Enterprise Cabling Solutions Sales (2006 – 2007). In addition, Mr. Galvin served on Anixter’s Board of Directors. Mr. Galvin holds a BA from Manhattan College. Mr. Galvin’s qualifications to serve on our Board include his extensive executive, leadership and director experience with a global distributor of commercial and industrial products and supply chain services and solutions for a wide variety of industries, including, networking, security, cabling and utility power. Philip Tinkler has served as Chief Financial Officer of the company since July 2020. Mr. Tinkler is the Chief Financial Officer of EGI. He is also Chief Financial Officer of Chai Trust Company, LLC (corporate trustee for the Zell family trusts), and has served as director of Notable Labs, a biotechnology company, since February 2020. Since 1990, Mr. Tinkler has served in various leadership capacities for EGI and its affiliates. Among those roles was Chief Financial Officer of Danielson Holding Corporation, the predecessor of Covanta Holding Corporation, an international owner/operator of energy-from-waste and power generation facilities. 114 Table of Contents Earlier in his career, Mr. Tinkler served as the Chief Executive Officer and Chief Financial Officer of First Capital Financial, LLC, and as the Managing General Partner of the First Capital real estate funds. He began his career at Ernst & Young. Philip holds an MST from DePaul University and a BS from Northern Illinois University. Joseph Miron has served as Secretary of the company since July 2020. Mr. Miron is Chief Legal Officer and a Managing Director of EGI where he oversees all of EGI’s legal activities. He is also Chief Legal Officer of Chai Trust Company, LLC (corporate trustee for the Zell family trusts). Prior to joining EGI in 2017, Mr. Miron worked at Skadden, Arps, Slate, Meagher & Flom LLP in the corporate practice group from 1999. Earlier in his career, he was a manager in the consulting division of Arthur Andersen and in the legal and regulatory division of the Chicago Mercantile Exchange. He holds a JD summa cum laude from Chicago-Kent College of Law, an MBA with distinction in finance from DePaul University and a BA in finance from Michigan State University. Joe is a CPA, and a long-standing volunteer and advisor to the Chicago Lawyers’ Committee and the Community Law Project. Mr. Robert W. Grubbs will be appointed to our Board of Directors in connection with this offering. Mr. Grubbs served as the President and Chief Executive Officer of Anixter from 1994 to 2008, following a successful 30-year career with the company. During Mr. Grubbs’ tenure, Anixter saw tremendous growth in sales, profitability and shareholder returns. Mr. Grubbs continued to serve on the board of Anixter until May 2018. Mr. Grubbs currently serves on the board of Schneider National, a truckload, intermodal and logistics services provider, and is the Executive Chairman of Harrington Industrial Plastics, a process-solutions provider for corrosive and high-purity water systems. Previously, Mr. Grubbs served as the Chairman of GNAP, a leading specialty abrasives distributor, from 2016 until 2018 when Frontenac sold it to CenterOak Partners. Mr. Grubbs also has significant experience working with private equity firms, both through GNAP and Ohio Transmission Corporation, a leading technical distributor previously held by Irving Place Capital and currently held by Genstar Capital. Mr. Grubbs served as Chairman of Ohio Transmission Corporation from 2013 to 2019. Mr. Grubbs holds a BA in business administration from the University of Missouri. Mr. Grubbs qualifications to serve on our Board include his extensive executive, leadership and director experience, his experience as an executive and director of a publicly traded company and because of his expertise in the area of supply chain services and logistics. Ms. Ellen Havdala will be appointed to our Board of Directors in connection with this offering. Ms. Havdala is a Managing Director with EGI and has worked in a variety of capacities for Mr. Zell’s affiliated companies since 1990. Ms. Havdala serves on the board of Ardent Health Services, a provider of hospital and healthcare services. Ms. Havdala focuses on sourcing potential investment transactions and meeting new capital sources. In addition, Ms. Havdala is responsible for establishing and overseeing the Zell Global Entrepreneurship Network, an organization designed to provide continuing education and mentorship for students and alumni of Mr. Zell’s three entrepreneurship education programs. During Ms. Havdala’s tenure with EGI, she has served on several boards, including SIRVA Worldwide, Inc., a provider of moving and relocation services; Rewards Network, Inc., a dining rewards company; and WRS Holding Company, an environmental construction and remediation company; Mrs. Havdala has also held the roles of Acting Chief Executive Officer at Rewards Network, Executive Vice President at Equity International, and Vice President of Scott Sports Group, Inc. Prior to joining Mr. Zell’s organization, Ms. Havdala was a financial analyst with The First Boston Corporation in New York City. Ms. Havdala graduated magna cum laude with a BA from Harvard College, and earned her Master of Divinity from the University of Chicago in 2016. Ms. Havdala’s qualifications to serve on our Board include her extensive executive, leadership and director experience, her experience in sourcing potential investment transactions and her experience in finance. Mr. Bill Simon will be appointed to our Board of Directors in connection with this offering. Mr. Simon most recently served as Executive Vice President of Walmart and as President and Chief Executive Officer of Walmart U.S. from 2010 to 2014, and he remained a consultant to the firm through February 2015. During his tenure at Walmart, Mr. Simon also served as Executive Vice President and Chief Operating Officer of Walmart U.S. and 115 Table of Contents Executive Vice President of Professional Services and New Business Development. Prior to joining Walmart, Mr. Simon held various roles at Brinker International and spent 25 years in the U.S. Navy and U.S. Navy Reserve. Mr. Simon served on the boards of Anixter, Agrium and Drizly and currently serves on the boards of Darden Restaurants, an American multi-brand restaurant operator of several recognizable brands in full-service dining; Gamestop, an omni-channel video game retailer; and Chico’s, a women’s clothing retailer. Mr. Simon also serves as an advisor to KKR, an investment firm. Since 2015, Mr. Simon has been an adjunct professor at Baylor University, and was a member of the Baylor Board of Regents until June 2020. Mr. Simon received his BA and MBA from the University of Connecticut. Mr. Simon’s qualifications to serve on our Board include his extensive executive and operating experience in large, complex, retailing and global brand management companies. Mr. Charles Swoboda will be appointed to our Board of Directors in connection with this offering. Mr. Swoboda is currently the president of Cape Point Advisors and has served as the innovator-in-resident at Marquette University since 2019. Mr. Swoboda retired as Chairman and CEO of Cree in October of 2017, having led the company through an LED lighting revolution, a period of tremendous technological change within the lighting industry. During Mr. Swoboda’s tenure, Cree grew from just over $6 million in annual revenue in 1993 to more than $1.6 billion in 2016. The company is now a market leader in LEDs and semiconductor solutions for wireless and power applications. In 2017, Mr. Swoboda founded Cape Point Advisors, a consulting company focused on innovation and technology disruption. Mr. Swoboda served on the board of Anixter and currently serves on the boards of Lonerider Brewing Company, a craft brewery; Vesper, a provider of MEMS microphones for use in smartphones and other connected devices; and KNOW Bio, a life sciences company in the nitric oxide field focused on a wide array of therapeutic applications. Ernst & Young named Mr. Swoboda Entrepreneur of the Year for the Carolinas in 2010, MIT Technology Review named Cree one of their 50 Smartest Companies for 2014, and Fast Company named Cree one of the World’s 50 Most Innovative Companies in 2015. Mr. Swoboda is the author of “The Innovator’s Spirit: Discover the Mindset to Pursue the Impossible,” a how-to book on innovation. Mr. Swoboda graduated from Marquette University with a BS in Electrical Engineering. Mr. Swoboda’s qualifications to serve on our Board include his extensive executive and director experience in innovative technology companies. He brings to the Board extensive experience in technology and strategic planning. Number and Terms of Office of Officers and Directors Our board of directors will be divided into three classes, with only one class of directors being elected in each year, and with each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term. In accordance with the NYSE corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on the NYSE. The term of office of the first class of directors, consisting of and , will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of and , will expire at our second annual meeting of the stockholders. The term of office of the third class of directors, consisting of and , will expire at our third annual meeting of stockholders. We may not hold an annual meeting of stockholders until after we complete our initial business combination. Prior to the completion of an initial business combination, any vacancy on the board of directors may be filled by a nominee chosen by holders of a majority of our founder shares. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. Pursuant to an agreement to be entered into concurrently with the issuance and sale of the securities in this offering, our sponsor, upon completion of an initial business combination, will be entitled to nominate three 116 Table of Contents individuals for election to our board of directors, as long as our sponsor holds any securities covered by the registration and stockholders rights agreement. Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to nominate persons to the offices set forth in our amended and restated certificate of incorporation as it deems appropriate. Our amended and restated certificate of incorporation will provide that our officers may consist of one or more chairman of the board of directors, chief executive officer, president, chief financial officer, vice presidents, secretary, treasurer and such other offices as may be determined by the board of directors. Director Independence NYSE listing standards require that a majority of our board of directors be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has determined that Robert W. Grubbs, Ellen Havdala, Bill Simon, and Chuck Swoboda are “independent directors” as defined in the NYSE listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Executive Officer and Director Compensation None of our executive officers or directors have received any cash compensation for services rendered to us. Commencing on the date that our securities are first listed on the NYSE through the earlier of completion of our initial business combination and our liquidation, we will reimburse an affiliate of our sponsor for office space and administrative support services provided to us in the amount of $10,000 per month. In addition, our sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, executive officers or directors, or our or their affiliates. Any such payments prior to an initial business combination will be made using funds held outside the trust account. Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of- pocket expenses incurred in connection with our activities on our behalf in connection with identifying and completing an initial business combination. Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid by the company to our sponsor, executive officers and directors, or any of their respective affiliates, prior to completion of our initial business combination. After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to stockholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our stockholders in connection with a proposed business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors. We do not intend to take any action to ensure that members of our management team maintain their positions with us after the completion of our initial business combination, although it is possible that some or all 117 Table of Contents of our executive officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the completion of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment. Committees of the Board of Directors Upon the effectiveness of the registration statement of which this prospectus forms a part, our board of directors will have three standing committees: an audit committee, a compensation committee and a corporate governance and nominating committee. Subject to phase-in rules and a limited exception, the rules of the NYSE and Rule 10A of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors. Subject to phase-in rules and a limited exception, the rules of the NYSE require that the compensation committee of a listed company be comprised solely of independent directors. Audit Committee Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish an audit committee of the board of directors. Chuck Swoboda, Robert W. Grubbs and Bill Simon will serve as members of our audit committee. Our board of directors has determined that each of Chuck Swoboda, Robert W. Grubbs and Bill Simon are independent under the NYSE listing standards and applicable SEC rules. Chuck Swoboda will serve as the chairman of the audit committee. Each member of the audit committee is financially literate and our board of directors has determined that Chuck Swoboda and