Our officers, directors and director nominees are as follows:Name​​Age​​PositionDavid W. Crane​​61​​Chief Executive Officer and DirectorJohn A. Cavalier​​69​​Chief Financial OfficerElizabeth Comstock​​60​​Chief Commercial OfficerAnne Frank-Shapiro​​65​​Chief Operating OfficerRichard Kauffman​​65​​Director Nominee and Chairperson ElectTanuja Dehne​​49​​Director NomineeDawn Lippert​​36​​Director NomineeRon Lumbra​​59​​Director NomineeJamie Weinstein​​44​​Director NomineeDavid W. Crane is our Chief Executive Office and director since December 2020. Additionally, Mr. Crane has served as Chief Executive Officer and Director of CRIS I since August 2020. Previously, from 2003 to 2015, Mr. Crane served as the Chief Executive Officer of NRG Energy, Inc. Prior to his role at NRG Energy, Inc., Mr. Crane was Chief Executive Officer of International Power Plc. Prior to that, Mr. Crane worked as a banker at Lehman Brothers Holdings Inc., focusing on the energy sector, and as an attorney at the law firm White & Case LLP in the project finance and debt restructuring departments. Currently, Mr. Crane serves on the boards of directors of Jera Co., Inc., a power generation joint venture between Tokyo Electric and Chubu Electric; Inspire Energy Holdings LLC, a green retail energy provider; and Elemental Excelerator Inc, a late stage accelerator focused on climate impact and sustainability more generally. Mr. Cane holds a J.D. from Harvard Law School and an A.B. in International Relations from Princeton University. We believe that Mr. Crane’s significant experience as a chief executive officer and his extensive background in the climate sector, including the clean energy, renewables and carbon removal subsectors, along with his board leadership experience, make him well qualified to serve as a member of our board of directors.John A. Cavalier is our Chief Financial Officer since December 2020. Additionally, Mr. Cavalier has served as Chief Financial Officer and a board observer of CRIS I since August 2020 and September 2020, respectively. Previously, from 2000 to 2008 and from 2012 to 2020, Mr. Cavalier held a number of senior positions at Credit Suisse, including Chairman of the Global Energy Group and Head of the Global Renewables Group. Prior to joining Credit Suisse, from 1990 to 2000, Mr. Cavalier served as the Managing Director and founding member of Donaldson, Lufkin & Jenrette’s Power & Energy group. From 2008 to 2015, Mr. Cavalier served as a managing partner of Hudson Clean Energy, a private equity firm focused on clean energy. Earlier in his career, Mr. Cavalier served in the U.S. Army for nine years where he was an officer in the Signal Corps, and later the Judge Advocate Generals Corps. Mr. Cavalier holds a B.S. from the U.S. Military Academy, a J.D. from the University of Illinois School of Law, and an M.B.A. from Harvard Business School.Elizabeth Comstock is our Chief Commercial Officer since December 2020. Additionally, Ms. Comstock has served as Chief Commercial Officer and a board observer of CRIS I since September 2020. Previously, from 1990 to 2017, Ms. Comstock served as the Chief Marketing and Commercial Officer at General Electric. Prior to General Electric, Ms. Comstock served as President of Integrated Media at NBC Universal, overseeing television advertising revenue and the company’s digital efforts, including early development of hulu.com. She has also been a visiting scholar at Columbia University’s Center for Science and society and frequently advises start up founders and corporate business leaders on commercial strategy, innovation and culture change. Ms. Comstock serves on the board of directors of Nike, Inc., where she is a member of the compensation committee, and is a trustee of The National Geographic Society. Ms. Comstock holds a B.S. in biology from the College of William and Mary. Anne Frank-Shapiro is our Chief Operating Officer since December 2020. Additionally, Ms. Frank-Shapiro has served as Chief Operating Officer of CRIS I since September 2020. Previously, from 2013 to 2019, Ms. Frank-Shapiro served as Chief Administrative Officer and Chief Compliance Officer of Pegasus Capital Advisors, a private equity firm. From 2012 to 2013, Ms. Frank-Shapiro served as Chief Administrative Officer and Chief Compliance Officer of Hudson Clean Energy, a private equity firm. Earlier in her career, from 1987 to 122 TABLE OF CONTENTS2011, Ms. Frank-Shapiro worked at Credit Suisse, where she held senior positions in the investment banking division , including as Chief Operating Officer for Global Emerging Markets Head and IBD Global Head of Expense Management. Prior to Credit Suisse, from 1980 to 1983, Ms. Frank-Shapiro served as Chief Administrative Officer at NYC Department of Environmental Protection where she managed its capital budget. Ms. Frank-Shapiro is currently a trustee of The Town Hall. Ms. Frank-Shapiro holds a B.S. in Mathematics from SUNY Buffalo and an M.B.A. from New York University.Richard Kauffman is expected to serve on our board of directors as an independent director and Chairperson Elect. Since February 2020, Mr. Kauffman has served as an Adjunct Senior Research Scholar at Center for Global Energy Policy at Columbia University. Previously, from 2012 to 2018, Mr. Kauffman served in the Executive Chamber of Governor Andrew M. Cuomo as New York State’s Chairman of Energy and Finance. Prior to that, Mr. Kauffman served as a Senior Advisor to Secretary Steven Chu at the DOE. Mr. Kauffman also served as the Chief Executive Officer and President of Good Energies, Inc. from 2006 to 2010. Earlier in his career, Mr. Kauffman served as a partner of Goldman Sachs and as a Vice Chairman of Morgan Stanley’s Institutional Securities business and co-head of its Banking Department. Mr. Kauffman currently serves on the boards of directors of CRIS I, Altaba Inc., the successor company of Yahoo, where he serves on the audit committee, Generate Capital, Inc., a leading financier of clean energy projects, where he serves as chairman of the board and as a member of the audit committee, compensation committee and governance committee, and NYSERDA, where he serves as chairman of the board, as well as Emergent, Forest Finance Accelerator and the Wallace Foundation. Mr. Kauffman holds an A.B. in history from Stanford University, an M.A. in international relations from Yale University and a Masters in Public Policy & Management from the Yale School of Management. We believe Mr. Kauffman is well qualified to serve on our board of directors based on his extensive leadership and business experience, including his experience in the finance and energy sector.Tanuja Dehne is expected to serve on our board of directors as an independent director. Ms. Dehne has been serving as the President and Chief Executive Officer of the Geraldine R. Dodge Foundation since September 2019. Prior to the Geraldine R. Dodge Foundation, Ms. Dehne served in various leadership roles, including Executive Vice President, Chief Administrative Officer and Chief of Staff, at NRG Energy, Inc. from 2004 to 2016. She was a corporate associate at Saul Ewing LLP from 1998 until 2004. Ms. Dehne currently serves on the board of directors of Granite Point Mortgage Trust Inc., where she serves as the chair of the nominating and corporate governance committee and as a member of the compensation committee. Ms. Dehne previously served on the boards of directors of Advanced Disposal Services, Inc., where she served as the chair of the compensation committee, Silver Bay Realty Corp., where she served as the chair of the compensation committee and nominating and corporate governance committee and as a member of the audit committee. Ms. Dehne is also a member of the advisory board of the Raj & Kamla Gupta Group Governance Institute at Drexel University. Ms. Dehne serves on the boards of trustees of Lafayette College, New York Public Radio, where she serves as vice chair, and New Jersey Pandemic Relief Fund. Ms. Dehne holds a B.A. in international affairs and anthropology and sociology from Lafayette College, an M.A. in political science from University of Pennsylvania and a J.D. from Syracuse University College of Law. We believe Ms. Dehne is well qualified to serve on our board of directors based on her extensive leadership and business experience, including her experience in the energy sector. Dawn Lippert is expected to serve on our board of directors as an independent director. Ms. Lippert has founded Elemental Excelerator Inc. (previously known as Energy Excelerator) in 2009 and currently serves as Chief Executive Officer. Prior to that, she served as a senior consultant at Booz Allen Hamilton from 2007 to 2009 and as an energy consultant at Yale University in 2007. Ms. Lippert also serves as the Director of Innovation and Community at Emerson Collective and as a board member at WiRE (Women in Renewable Energy). Ms. Lippert received her B.A. in environmental studies from Yale University and a Master of Engineering Management in energy systems and markets from the Yale School of the Environment. We believe Ms. Lippert is well qualified to serve on our board of directors based on her extensive leadership experience and her expertise in the energy sector.Ron Lumbra is expected to serve on our board of directors as an independent director. Mr. Lumbra has been a partner in the CEO & Board Practice of Heidrick & Struggles since October 2015. He previously also served as a managing partner of Heidrick & Struggles’ Centers of Excellence from February 2018 to January 2021 and as Regional Leader of the firm’s Americas region from October 2015 to February 2018. Prior to joining Heidrick & Struggles, Mr. Lumbra spent 17 years with Russell Reynolds Associates, a global search firm, 123 TABLE OF CONTENTSwhere he was a managing director and co-leader of the Americas CEO and board services practice. Mr. Lumbra is the chair of the board of trustees for the University of Vermont. Mr. Lumbra holds a B.S. in mechanical engineering from University of Vermont and M.B.A. from Harvard Business School. We believe Mr. Lumbra is well qualified to serve on our board of directors based on his extensive experience advising corporate boards and companies.Jamie Weinstein is expected to serve on our board of directors. Since September 2019, Mr. Weinstein has served as a managing director, portfolio manager and head of corporate special situations at PIMCO, focusing on PIMCO’s opportunistic and alternative strategies within corporate credit. Prior to joining PIMCO in 2019, Mr. Weinstein worked for KKR as a portfolio manager for the firm’s special situations funds and portfolios, which he managed since their inception in 2009. Mr. Weinstein was also a member of KKR’s special situations, real estate, and India NBFC investment committees and the KKR credit portfolio management committee. Previously, Mr. Weinstein was a portfolio manager with responsibility across KKR’s credit strategies. Prior to joining KKR, Mr. Weinstein was with Tishman Speyer Properties as director of acquisitions for Northern California and at Boston Consulting Group as a consultant. Currently, Mr. Weinstein serves on the boards of directors of CRIS I, Capstar Special Purpose Acquisition Corp and Sandbridge Acquisition Corporation. Mr. Weinstein has 18 years of investment experience and received an M.B.A. from the Stanford Graduate School of Business and a B.S. in Civil Engineering and Operations Research from Princeton University. We believe Mr. Weinstein is well qualified to serve on our board of directors based on his extensive leadership and business experience, including his expertise in investment management and acquisitions. Special Advisors and Board ObserversJohn A. Cavalier, who is our Chief Financial Officer, is expected to serve as one of the CRIS II consortium’s initial board observers. Although he serves as an officer, Mr. Cavalier has no employment, consulting fee or other similar compensation arrangements with us. Please see Mr. Cavalier’s biographical information above.Elizabeth Comstock, who is our Chief Commercial Officer, is expected to serve as one of the CRIS II consortium’s initial board observers. Although she serves as an officer, Ms. Comstock has no employment, consulting fee or other similar compensation arrangements with us. Please see Ms. Comstock’s biographical information above.Christian Stracke, who is expected to serve as a board advisor, is a managing director, global head of the credit research group, and co-head of PIMCO’s BRAVO opportunistic private strategies complex. Mr. Stracke is also a senior portfolio manager across PIMCO’s suite of private credit strategies, investing across mortgage, real estate, specialty financials, corporate special situations, and performing private corporate credit. In addition to his portfolio management responsibilities, he sits on the firm’s Executive Committee. Prior to joining PIMCO in 2008, he was a senior credit strategist at CreditSights and also held positions as head of Latin America fixed income strategy with Commerzbank Securities and head of Latin America local markets strategy with Deutsche Bank. He has 23 years of investment experience. Additionally, Mr. Stracke has served as a board advisor of CRIS I since its inception in September 2020. Mr. Stracke has an undergraduate degree from the University of Chicago. Mr. Stracke has no employment, consulting fee or other similar compensation arrangements with us.Dan Degtyar, who is expected to serve as one of PIMCO’s initial board observers, is an Executive Vice President, portfolio manager and senior analyst for PIMCO’s Global Credit Opportunity Strategy, where he focuses on credit relative value opportunities and special situations. Prior to joining PIMCO, Mr. Degtyar was a senior analyst at Beach Point Capital, a private equity associate at Ares Management and an investment banking associate at Credit Suisse. Additionally, Mr. Degtyar has served as board observer of CRIS I since its inception in September 2020. Mr. Degtyar is a CFA charterholder with 14 years of investment experience and holds an undergraduate degree in business economics from the University of California, Los Angeles. Mr. Degtyar has no employment, consulting fee or other similar compensation arrangements with us.Grover Burthey, who is expected to serve as one of PIMCO’s initial board observers, is an Executive Vice President and portfolio manager for PIMCO, where he leads ESG investment activity and also focuses on infrastructure investment opportunities. From 2017 to 2019, Mr. Burthey served as Deputy Assistant Secretary for Policy at the U.S. Department of Transportation where he focused on infrastructure policy. From 2012 to 2017, Mr. Burthey worked at PIMCO as a portfolio manager on the structured credit desk. Prior to PIMCO, Mr. Burthey worked at HSBC in the debt capital markets group. Additionally, Mr. Burthey has served as a board 124 TABLE OF CONTENTSobserver of CRIS I since its inception in September 2020. Mr. Burthey holds an M.B.A. from the Stanford School of Business and a B.S. in economics from the University of Pennsylvania. Mr. Burthey has no employment, consulting fee or other similar compensation arrangements with us.Designated Directors and Board ObserversThe PIMCO private funds and CRIS II consortium each have the right to designate one director to our board of directors. The CRIS II consortium’s initial designee on our board of directors is Mr. Crane and the PIMCO private funds’ initial designee on our board of directors is expected to be Mr. Weinstein. We will nominate the designee of each of the CRIS II consortium and the PIMCO private funds for election by the holders of the founder shares so long as, in the case of each of the PIMCO private funds and the CRIS II consortium, respectively, such parties, together with their respective affiliates, beneficially own not less than 50% of the ownership interests in our sponsor. Each of the CRIS II consortium and the PIMCO private funds will also have the right to have two board observers attend all of the meetings of our board of directors and receive all information provided to our board of directors during the period in which it has the right to designate a board member. The CRIS II consortium’s initial board observers are expected to be Mr. Cavalier and Ms. Comstock. The PIMCO private funds’ initial board observers are expected to be Mr. Degtyar and Mr. Burthey.Number and Terms of Office of Officers and DirectorsWe expect to have six directors upon completion of this offering, with each director holding office for a two-year term. 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. Additionally, in accordance with the NYSE corporate governance requirements, we are not required to hold an annual meeting until one full year after our first fiscal year end following our listing on the NYSE. As a result, we may not hold an annual meeting of stockholders until after we consummate our initial business combination.Pursuant to an agreement to be entered into concurrently with the issuance and sale of the securities in this offering, our sponsor, upon consummation of an initial business combination, will be entitled to nominate three individuals for election to our board of directors.Our officers are appointed by the board of directors and serve at the discretion of the board of directors. Our board of directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate. Our bylaws provide that our officers may consist of a Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, Vice Presidents, Secretary, Treasurer, Assistant Secretaries and such other offices as may be determined by the board of directors.Director IndependenceThe NYSE listing standards require that a majority of our board of directors be independent within one year of our initial public offering. An “independent director” is defined generally as a person that, in the opinion of the Company’s board of directors, has no material relationship with the listed company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the company). Our board of directors has determined that each of Richard Kauffman, Tanuja Dehne, Dawn Lippert and Ron Lumbra 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.Officer and Director CompensationOther than (i) the 30,000 founder shares transferred to Ms. Frank-Shapiro as compensation for consulting services rendered to the Company, and any additional compensation for Ms. Frank-Shapiro that the board of the Company may approve in the future in connection with her consulting arrangement with the Company, and (ii) payments of approximately $50,000 per month made by us to Climate Real Impact Solutions Services LLC, an entity owned by Messrs. Cavalier and Crane and managed by Ms. Frank-Shapiro, for consulting services rendered to us (Messrs. Cavalier and Crane will receive health insurance benefits from Climate Real Impact Solutions Services LLC), in no event will our sponsor or any of our existing officers or directors, or any entity with which our sponsor, officers or directors are affiliated, be paid any finder’s fee, reimbursement, consulting 125 TABLE OF CONTENTSfee, monies in respect of any payment of a loan or other compensation by the Company prior to, or in connection with any services r