Our officers, directors and director nominees are as follows: Name Age Position Adam Koppel 50 Chairman Jeffrey Schwartz 41 Chief Executive Officer and Director Andrew Hack 47 Chief Financial Officer and Director Allene Diaz 56 Director Nominee Barry Greene 57 Director Nominee Vikas Sinha 57 Director Nominee Adam Koppel, the Chairman of our board of directors, initially joined Bain Capital in 2003 and is a Managing Director on the investment team and a member of the internal investment committee of Bain Capital Life Sciences. Prior to co-founding Bain Capital Life Sciences in 2016, Dr. Koppel worked within the healthcare vertical of Bain Capital Public Equity from 2003 to 2014. From 2014 to 2016, Dr. Koppel served as Executive Vice President of Corporate Development and Chief Strategy Officer of Biogen (Nasdaq: BIIB). Dr. Koppel currently serves on the boards of directors of Aptinyx (Nasdaq: APTX), Dicerna Pharmaceuticals (Nasdaq: DRNA), Solid Biosciences (Nasdaq: SLDB), and private companies Cerevel Therapeutics and ViaCyte, which are portfolio companies of Bain Capital Life Sciences, and private company Foghorn Therapeutics. Prior to initially joining Bain Capital, Dr. Koppel was an Associate Principal at McKinsey & Co, where he served a variety of healthcare companies. Dr. Koppel earned an MD and PhD in neuroscience from the University of Pennsylvania School of Medicine, an MBA from the University of Pennsylvania, where he was a Palmer Scholar, and an AB and AM, magna cum laude, in history and science from Harvard University. We believe that Mr. Koppel’s broad investment experience make him well qualified to serve as the Chairman of our board of directors. Jeffrey Schwartz, our Chief Executive Officer, joined Bain Capital in 2004 and is a Managing Director on the investment team and a member of the internal investment committee of Bain Capital Life Sciences. Prior to co-founding Bain Capital Life Sciences in 2016, Mr. Schwartz worked within the healthcare vertical of Bain Capital Private Equity. Mr. Schwartz currently serves on the boards of directors of SpringWorks Therapeutics (Nasdaq: SWTX), Hugel (Kosdaq: 145020), and private companies Gynesonics and Rapid Micro Biosystems, which are portfolio companies of Bain Capital Life Sciences and private company QuVa Pharma, which is a portfolio company of Bain Capital Private Equity. Prior to joining Bain Capital, Mr. Schwartz worked as an equity research analyst at Lehman Brothers from 2000 to 2004. Mr. Schwartz earned an MBA from the University of Pennsylvania, where he was a Palmer Scholar, and a BA, magna cum laude, in economics from Yale University. We believe that Mr. Schwartz’s broad investment experience make him well qualified to serve on our board of directors. Andrew Hack, our Chief Financial Officer, joined Bain Capital in 2019 and is a Managing Director on the investment team and a member of the internal investment committee of Bain Capital Life Sciences. Prior to joining Bain Capital, Dr. Hack was the Chief Financial Officer of Editas Medicine (Nasdaq: EDIT) where he had responsibility for finance, investor relations, business development, information technology, and operations from 2015 to 2019. Dr. Hack currently serves on the boards of directors of Dynavax Technologies (Nasdaq: DVAX), Mersana Therapeutics (Nasdaq: MRSN), and private companies Affinivax, Atea Pharmaceuticals, Imperative Care, and JenaValve Technology, which are portfolio companies of Bain Capital Life Sciences, and Allena Pharmaceuticals (Nasdaq: ALNA). From 2011 to 2015, Dr. Hack served as a portfolio manager at Millennium Management, where 117 Table of Contents he ran a market-neutral healthcare hedge fund focused on biotechnology, pharmaceutical, medical device, diagnostics, and life science tools companies. Earlier in his investment career, Dr. Hack was a securities analyst at a number of healthcare-focused hedge funds and investment banks in New York, and prior to his investment career, Dr. Hack was Director of Life Sciences at Reify Corporation, a life science tools and drug discovery company. Dr. Hack earned an MD and PhD in molecular genetics and cell biology from the University of Chicago, where he was a Frank Family Scholar and received awards from the American Heart Association and the American Society for Cell Biology, and an AB, with Special Honors, in biology from the University of Chicago. We believe that Mr. Hack’s broad investment experience make him well qualified to serve on our board of directors. Allene Diaz has agreed to serve on our board of directors. She has served on the board of directors of Allena Pharmaceuticals (Nasdaq: ALNA) since April 2019. She has also led a New Product Strategy and Portfolio Management consulting practice since August 2020 and primarily consults for Xilio Therapeutics. Ms. Diaz served on the board of directors of Erytech Pharma SA, a biopharmaceutical company developing innovative therapies for cancer, from September 2016 to September 2019. Ms. Diaz held the position of Senior Vice President of R&D Portfolio Management at GlaxoSmithKline (Lon: GSK) from September 2019 to June 2020. From May 2015 to September 2019, she served as the Senior Vice President of Global Commercial Development and Program Strategy and as a member of the Executive Leadership Team at TESARO (formerly Nasdaq: TSRO). She was integrally involved in the acquisition of TESARO by GlaxoSmithKline in January 2019. Prior to joining TESARO in 2015, Ms. Diaz held a variety of leadership roles in the EMD Serono and Merck Serono divisions of Merck KGaA (Xetra: MRK.DE), including Senior Vice President, Managed Markets, Senior Vice President, Head of U.S. Oncology Commercial, Vice President, Oncology Marketing, Head of Oncology Global Strategic Planning and Head of the Global Oncology Business Unit. Earlier in her career, Ms. Diaz held management, operating, sales and medical affairs roles at various biopharmaceutical companies, including Pfizer (NYSE: PFE), Biogen (Nasdaq: BIIB) and Amylin Pharmaceuticals (Nasdaq: AMLN) among others. Ms. Diaz earned a BS in Psychology from Florida State University. We believe that Ms. Diaz’s experience in the healthcare and life sciences industries make her well qualified to serve on our board of directors. Barry Greene has agreed to serve on our board of directors. Mr. Greene has served on the boards of directors of Acorda (Nasdaq: ACOR) since 2008 and Karyopharm (Nasdaq: KPTI) since 2012. Mr. Greene has more than 30 years of experience in the healthcare, pharmaceutical and biotechnology industries, including his most recent role as President of Alnylam (Nasdaq: ALNY) since October 2003. Prior to Alnylam, Mr. Greene served as General Manager of Oncology at Millennium (Nasdaq: MLNM) from 2001 to 2003, where he led the company’s global strategy and execution for its oncology business, including strategic business direction and execution, culminating in the successful approval and launch of Velcade (bortezomib) in mid-2003. Prior to joining Millennium, Mr. Greene served as Executive Vice President and Chief Business Officer of Mediconsult from 1999 to 2000. Earlier in his career, Mr. Greene held various roles with AstraZeneca (Lon: AZN) from 1997 to 1999 and was a partner with Andersen Consulting (now Accenture (NYSE: CAN)) from 1986 to 1997. Mr. Greene earned a BS in industrial engineering from the University of Pittsburgh and served as Senior Scholar at Duke University, Fuqua School of Business. We believe that Mr. Greene’s experience in the healthcare and life sciences industries make him well qualified to serve on our board of directors. Vikas Sinha has agreed to serve on our board of directors. Mr. Sinha brings more than 25 years of experience in executive finance roles in the life sciences industry. Mr. Sinha is a co-founder of 118 Table of Contents ElevateBio and has served as its Chief Financial Officer since December 2017. Mr. Sinha has served on the boards of directors of ElevateBio since December 2017, AlloVir since September 2018 and Verona (Nasdaq: VRNA) since September 2016. He has also served as the President and Chief Financial Officer of AlloVir (Nasdaq: ALVR), an ElevateBio private portfolio company, since September 2018. Prior to joining ElevateBio and AlloVir, Mr. Sinha served as the Chief Financial Officer of Alexion (Nasdaq: ALXN) for 11 years, where he was responsible for finance, business development, strategy and information technology. During his tenure as the Chief Financial Officer at Alexion, Alexion’s market cap grew from $600 million to more than $30 billion, and its revenue grew from zero to more than $3 billion. Prior to joining Alexion, Mr. Sinha held various positions with Bayer (Xetra: BAYN-DE) in the United States, Japan, Germany and Canada. Mr. Sinha earned an MBA from the Asian Institute of Management. He is a qualified Chartered Accountant and associate member of the Institute of Chartered Accountants of India and a Certified Public Accountant in the United States. We believe that Mr. Sinha’s experience in the healthcare and life sciences industries make him well qualified to serve on our board of directors. Number and Terms of Office of Officers and Directors Our board of directors is divided into three classes, with only one class of directors being appointed in each year, and with each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. The term of office of the first class of directors, consisting of Vikas Sinha, will expire at our first annual general meeting. The term of office of the second class of directors, consisting of Allene Diaz and Barry Greene, will expire at our second annual general meeting. The term of office of the third class of directors, consisting of Adam Koppel, Jeffrey Schwartz and Andrew Hack, will expire at our third annual general meeting. 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 on or prior to the closing of this offering, our sponsor, upon and following consummation of an initial business combination, will be entitled to nominate three individuals for election to our board of directors, as long as the sponsor holds any securities covered by the registration and shareholder 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 appoint persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate. Our amended and restated memorandum and articles of association will provide that our officers may consist of one or more chairman of the board, chief executive officer, chief financial officer, chief business officer, president, vice presidents, secretary, treasurer and such other offices as may be determined by the board of directors. Director Independence Nasdaq 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 with the company which in the opinion of the company’s board of directors, could interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Upon the effectiveness of the registration statement of which this prospectus forms a part, we expect to have “independent directors” as defined 119 Table of Contents in Nasdaq’s listing standards and applicable SEC rules. Our board of directors has determined that Adam Koppel, Allene Diaz, Barry Greene and Vikas Sinha are “independent directors” as defined in the Nasdaq 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 In September 2020, our sponsor transferred 30,000 founder shares to each of Allene Diaz, Barry Greene and Vikas Sinha. 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 Nasdaq through the earlier of consummation of our initial business combination and our liquidation, we will reimburse our sponsor for office space, secretarial and administrative 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 by us 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 consummating 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 shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders 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 consummation of our initial business combination, although it is possible that some or all 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 consummation 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. 120 Table of Contents 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 nominating committee and a compensation committee. Subject to phase-in rules and a limited exception, the rules of Nasdaq and Rule 10A-3 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 Nasdaq require that the compensation committee of a listed company be comprised solely of independent directors. Each committee will operate under a charter that has been approved by our board and will have the composition and responsibilities described below. The charter of each committee will be available on our website. 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. Allene Diaz, Barry Greene and Vikas Sinha will serve as members of our audit committee. Our board of directors has determined that each of Allene Diaz, Barry Greene and Vikas Sinha are independent. Vikas Sinha will serve as the Chairman of the audit committee. Each member of the audit committee meets the financial literacy requirements of Nasdaq and our board of directors has determined that Vikas Sinha qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise. The audit committee is responsible for: • meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems; • monitoring the independence of the independent registered public accounting firm; • verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; • inquiring and discussing with management our compliance with applicable laws and regulations; • pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed; • appointing or replacing the independent registered public accounting firm; • determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; • establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; • monitoring compliance on a quarterly basis with the terms of this offering and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of this offering; and • reviewing and approving all payments made to our existing shareholders, executive officers or directors and their respective affiliates. Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining fr