Our officers, directors and director nominees are as follows: Name Age Position Noam Gottesman 58 Co-Chief Executive Officer and Director M. Gregory O’Hara 54 Co-Chief Executive Officer and Director Guy Weltsch 43 President and Chief Financial Officer Spencer Marsden 39 Vice President Alejandro San Miguel 52 Vice President and Secretary Jeremy Isaacs 56 Director Nominee Gilbert Ahye 72 Director Nominee Norma Corio 59 Director Nominee Noam Gottesman has served as our Co-Chief Executive Officer and a director since June 2020. Mr. Gottesman is the founder and Managing Partner of TOMS Capital LLC, a single-family office which manages the commercial and private interests of its family clients, which he founded in 2012. Mr. Gottesman was the co-founder of GLG Partners Inc. and its predecessor entities where he served in various Chief Executive capacities until January 2012. Mr. Gottesman served as GLG’s Chief Executive Officer from September 2000 until September 2005, and then as its Co-Chief Executive Officer from September 2005 until January 2012. Under Mr. Gottesman’s leadership, GLG managed approximately $31 billion in assets at its peak. Mr. Gottesman was also Chairman of the board of GLG following its merger with Freedom Acquisition Holdings Inc. and prior to its acquisition by Man Group plc. Mr. Gottesman co-founded GLG as a division of Lehman Brothers International (Europe) in 1995 where he was a Managing Director. Prior to 1995, Mr. Gottesman was an Executive Director of Goldman Sachs International, where he managed global equity portfolios in the private client group. Mr. Gottesman was a Co-Founder and Non-Executive Director of Nomad Holdings Limited, an acquisition vehicle which completed its $500 million initial public offering and listing on the London Stock Exchange in April 2014. In 2015 it acquired Iglo Foods Holdings Limited in the UK and Ireland, Findus in Italy and Iglo in Germany and continental Europe for approximately $2.6 billion and Findus Sverige AB for approximately £500 million and changed its name to Nomad Foods Limited. It relisted on the New York Stock Exchange in 2016 and Mr. Gottesman continues to serve as Co-Chairman of Nomad Foods Limited’s board of directors. Mr. Gottesman was the Co-Founder and a Non-Executive Director of Landscape Acquisition Holdings LTD, an acquisition vehicle which completed its $500 million initial public offering and listing on the London Stock Exchange in November 2017. In February 2020 it acquired AP Wireless for consideration of approximately $860 and changed its name to Digital Landscape Group, Inc. Mr. Gottesman is the Vice-Chairman Digital Landscape’s board of directors. Mr. Gottesman serves as a Trustee of Columbia University, Columbia University Medical Center and New York Presbyterian Hospital. He is actively involved in other charitable organizations including the Tate Gallery Foundation, Museum of Modern Art and the Metropolitan Museum of Art in New York. Mr. Gottesman obtained a B.A. from Columbia University. Mr. Gottesman is well qualified to serve on our board of directors because of his extensive management history and experience in identifying, investing in and building businesses across various industries. M. Gregory O’Hara has served as our Co-Chief Executive Officer and a director since June 2020. Mr. O’Hara has served as a director of Tripadvisor, Inc. since March 2020 and as Vice Chairman and Series A Preferred Threshold Director of Liberty TripAdvisor Holdings, Inc. since March 2020. Mr. O’Hara is the founder and serves as the President of Clementine Investments since 2015. Mr. O’Hara founded Certares in 2012 and serves as its Senior Managing Director, as the Head of its Investment Committee and as a member of its Management Committee. He also serves as the Executive Chairman of Amex GBT, The Innocence Project, Mystic Invest, World Travel & Tourism Council and Certares Holdings LLC. Prior to forming Clementine Investments and Certares, Mr. O’Hara served as Chief Investment Officer of J.P. Morgan Chase’s Special Investments Group and as a Managing Director of One Equity Partners, the private equity arm of J.P. Morgan Chase. Mr. O’Hara also served as Executive Vice President and a director of Worldspan. Mr. O’Hara received an M.B.A. from Vanderbilt University. Mr. O’Hara is well 104 qualified to serve on our board of directors because of his extensive management history and experience in sourcing, investing in and building businesses across various industries, including the travel industry. Guy Weltsch has served as our President and Chief Financial Officer since June 2020. Mr. Weltsch is a Partner at TOMS Capital LLC, an actively-managed single-family office focused on private and public equities across a diverse spectrum of geographies and industries, including consumer, retail, hospitality, technology, financial services, and real estate among others. Mr. Weltsch is a manager or board member of a number of TOMS Capital’s portfolio companies. Prior to joining TOMS Capital, Mr. Weltsch was a Senior Managing Director and the Executive Vice President of Tigris Financial Group and its affiliate The Electrum Group LLC, an investment, advisory and asset management firm. Mr. Weltsch was a member of Tigris Group’s Executive Committee and served as a board member and in other officer roles, with selected portfolio companies. Mr. Weltsch was also the senior managing director of Rhodium Group U.S. LLC, a private investment firm focused on high growth opportunities in the fields of Internet, Digital Media, Mobile and emerging technologies. Prior to that, Mr. Weltsch was a member of the M&A and Transaction Development groups at Banc of America Securities LLC. Previously, Mr. Weltsch worked with Equity Group Investments. Mr. Weltsch is active in various philanthropic activities, among them the Ronald McDonald House of New York, Harvard Business School American Friends of IDC Herzliya, the Horace Mann School and other initiatives. Mr. Gottesman is the uncle of Mr. Weltsch’s wife. Mr. Weltsch received his B.A. and L.L.B from the IDC Herzliya, Israel and holds an MBA from the Harvard Business School. Spencer Marsden has served as our Vice President since June 2020. Mr. Marsden has served as a member of the board of directors of In The Know Experiences LLC since January 2016, Guardian Alarm since February 2017 and Internova Travel Group LLC since May 2020. Mr. Marsden serves as Managing Director at Clementine Investments and is a Managing Director at Certares. Prior to joining Clementine Investments and Certares, Mr. Marsden was part of the private equity practices at Jones Day and Cravath, Swaine & Moore LLP where he advised leading private equity funds and Fortune 500 companies on M&A, leveraged buyouts, asset purchases and divestitures, capital markets transactions, corporate governance and other general corporate matters. Throughout his career, he has advised and been a part of deal teams responsible for closing transactions totaling over $60 billion in value. Mr. Marsden received his Juris Doctor degree from Columbia Law School and his Bachelor of Arts degree from the University of Utah. Alejandro San Miguel has served as our Vice President and Secretary since June 2020. Mr. San Miguel is a Partner at TOMS Capital LLC and its General Counsel. Mr. San Miguel is also the General Counsel, Chief Compliance Officer and a management board member of TOMS Capital Investment Management LP. Mr. San Miguel is a manager or board member of a number of TOMS Capital’s portfolio companies, including Demica Limited and Gridpoint Inc. Prior to TOMS Capital LLC, Mr. San Miguel was General Counsel of GLG Partners from 2007 until 2011. While at GLG, Mr. San Miguel had responsibility for all legal and compliance matters and was a member of GLG’s senior executive committee. Prior to GLG, Mr. San Miguel was a Partner in the international law firm of Chadbourne & Parke where his practice focused on capital markets, mergers & acquisition and international corporate finance matters. Mr. San Miguel began his career as an associate at Thatcher, Proffitt & Wood. Mr. San Miguel graduated with a J.D. from New York Law School and has a B.A. from the University of Pennsylvania. Jeremy Isaacs will serve as a member of our board of directors upon completion of this offering. Mr. Isaacs is a Founding Partner of JRJ Group. At JRJ Group, Mr. Isaacs is closely involved with the implementation and guidance of fund strategy, as well as the development and execution of portfolio company strategy. Prior to establishing JRJ Group, in late 2008, Mr. Isaacs held senior executive positions with Lehman Brothers with responsibility for businesses outside North America. Mr. Isaacs serves as a non-executive director of Marex Spectron and Nomad Foods, and served as a non-executive director of Landscape Acquisition Holdings Limited from November 2017 until its business combination with AP Wireless in February 2020. He participates in numerous philanthropic activities, holding a range of positions, including Trustee of The J Isaacs Charitable Trust, and Trustee of the Noah’s Ark Children’s Hospice. Mr. Isaacs is an Honorary Fellow of the London Business School. He served as non-executive director of Imperial College Healthcare NHS Trust from October 2013 to September 2016, and was a member of the British Olympic Advisory Board between 2007 and 2012 and a member of the Bridges Development Fund Advisory Board between 2008 and March 2018. Mr. Isaacs was appointed Commander of the Order of the British Empire (CBE) in the 2015 Queen’s Birthday Honours for his services to the NHS. In May 2019, Mr. Isaacs received Doctor of Philosophy Honoris Causa from the Haifa University, Israel. Mr. Isaacs is well qualified to serve on our board of directors because of his extensive business and investment experience. 105 Gilbert Ahye will serve as a member of our board of directors upon completion of this offering. Mr. Ahye is currently an independent Director and Chairman of the Audit Committee and the Compensation Committee of Triplepoint Venture Growth BDC Corp., a publicly traded business development company. He also serves on the Board of Triplepoint Venture Capital, a private business development company. Mr. Ahye served as Vice Chairman of American Express Global Business Travel, a joint venture with American Express and a group of private investors, from September 2014 until 2016. While at American Express Mr. Ahye had a longstanding career as a senior executive in finance, business development, investment, and mergers and acquisitions, and was at American Express for more than 30 years. Mr. Ahye served as the Executive Vice President — Chief Development Officer at American Express from May 2003 through August 2014 where he led the Corporate Development / M&A and Innovation group and was a member of American Express’s Global Management Team. During his time at American Express, Mr. Ahye also served as Chief Financial Officer of the U.S. Consumer Card Business from 1996 to 1999 and Treasurer of International and Domestic Treasury from 1985 to 1988. Prior to joining American Express, Mr. Ahye was head of Capital Budgeting for International Paper Company from 1978 to 1981. From 1977 to 1978, Mr. Ahye served as a Manager at Union Carbide Corporation. From 1971 to 1977, Mr. Ahye served as Senior Auditor at Ernst & Young, where he earned a CPA license. Mr. Ahye is a member of both the American and New York State Societies of CPAs. Mr. Ahye also serves as an advisor to a payments company in China. Mr. Ahye was named to Black Enterprise Magazine’s 75 Most Powerful Blacks on Wall Street in 2006. Mr. Ahye received a Bachelor of Science degree from Manhattan College, a Master of Business Administration degree from St. John’s University. Mr. Ahye is well qualified to serve on our board of directors because of his extensive business, financial and accounting experience. Norma Corio will serve as a member of our board of directors upon completion of this offering. Since March 2018, Ms. Corio has been a Senior Managing Director at OEP and a member of OEP’s Investment Committee. Ms. Corio is a member of the Board of Directors of Intren, Omni Environmental Solutions, and Bibliotheca. Prior to joining OEP, Ms. Corio served as the Chief Financial Officer of American Express Global Business Travel from June 2014 to June 2017 and Co-President of Miller Buckfire from April 2013 to May 2014. Ms. Corio previously worked for JPMorgan Chase for 30 years where she held various positions, including Treasurer and, separately, Head of Restructuring within the Investment Banking division, where she led corporate financings for over 12 years. Ms. Corio also held positions in credit and risk management and investor relations. Ms. Corio received her MBA in Banking & Finance from Pace University, and her BA in Economics from LeMoyne College. Ms. Corio is well qualified to serve on our board of directors because of her extensive financial, accounting and investment experience. 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 individuals for election to our board of directors, as long as the sponsor holds any securities covered by the registration 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. 106 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 Mr. Isaacs, Mr. Ahye and Ms. Corio 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 one or more affiliates of our sponsor for office space and administrative support services provided to us in the total amount of up to $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, members of our management team who remain with us, or their affiliates, 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 members of our management team. 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 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 co