Our officers, directors and director nominees are as follows: Name Age Position Danny Meyer 61 Chairman Adam D. Sokoloff 58 Chief Executive Officer and Director Tiffany F. Daniele 38 Chief Financial Officer J. Kristofer Galashan 43 Director Lisa Skeete Tatum 53 Director Mark Leavitt 62 Director Walter Robb 67 Director Randy Garutti 45 Director Heidi Messer 51 Director Robert K. Steel 69 Director Danny Meyer has served as Chairman of our Board of Directors since December 2020 and as the Chairman of the Board of Directors of Shake Shack since January 2010. Mr. Meyer is the founder and Chief Executive Officer of USHG, which currently owns and/or operates the following bars, cafes, restaurants and venues: Anchovy Social, Blue Smoke, Caffe Marchio, Cedric’s at the Shed, Daily Provisions, Gramercy Tavern, The Restaurant at Intersect by Lexus, NYC, Jazz Standard, LoBall, Maialino, Maialino Mare, Manhatta, Marta, The Modern and the Cafes at MOMA, Porchlight, Tacocina, Union Square Cafe, Untitled, Studio Cafe and Vini e Fritti; and a catering, venue management and consulting business, Union Square Events. The restaurants have earned 28 James Beard Awards among them. Mr. Meyer is also a co-founder and Managing Partner of Enlightened Hospitality Investments, a growth equity investment fund affiliated with USHG. Mr. Meyer co-authored the best-selling Union Square Cafe Cookbook and authored the New York Times bestseller Setting the Table: The Transforming Power of Hospitality in Business. Mr. Meyer is currently a member of the board of directors of Olo, Salt & Straw, and Tender Greens, as well as the following not-for-profit organizations: Share Our Strength, Madison Square Park Conservancy and Trinity College. Mr. Meyer previously served as a member of the board of directors of The Container Store (NYSE: TCS) from 2013 to 2017, Sotheby’s (NYSE: BID) from 2011 to 2015 and OpenTable (NASDAQ: OPEN) from 2000 through 2014, as well as the following not-for-profit organizations: City Harvest, New Yorkers for Parks, Union Square Partnership and NYC & Co. Mr. Meyer makes frequent public appearances as a speaker and media commentator across industries such as technology (Twilio, Toast, OpenTable, Microsoft, IBM), travel and hospitality (Delta, Hilton, United), consumer goods and retail (Glossier, Tory Burch, Diageo, H-E-B) and financial services and investment (Female Founders Fund, Firstmark, American Express, Goldman Sachs, Piper Sandler, Black Rock). Mr. Meyer earned a bachelor’s degree in political science from Trinity College. Mr. Meyer brings to his service on our Board of Directors a deep understanding of our business philosophy, derived from his leadership role in USHG’s founding and its subsequent growth, and his long career in hospitality. We believe his knowledge and experience in leadership of complex organizations, employee-driven culture, and board practices of other major corporations will make him a strategic leader in our identification and pursuit of business combination opportunities. Adam D. Sokoloff has served as our Chief Executive Officer and a member of our Board of Directors since December 2020. Since November 2019, Mr. Sokoloff has served as the Managing Partner of Asgard Capital Partners (“Asgard”), a merchant banking firm of which Mr. Sokoloff is the sole member. Asgard advises companies and private business owners on capital structure, strategy, capital raising and mergers and acquisitions, and also partners with private equity firms to invest in 141 Table of Contents privately-owned businesses. Asgard invests across several industry sectors, with particular focus on and expertise in consumer products and services, industrial and business services, healthcare, technology and growth equity. From September 2016 through September 2019, Mr. Sokoloff served as a Managing Director in the private equity division at The Carlyle Group (NASDAQ: CG). At Carlyle, Mr. Sokoloff originated and executed investments for the Carlyle Equity Opportunity Fund, which focuses on U.S. middle market private companies, and Carlyle Global Partners, which employs a longer-term investing strategy created to pursue control and non-control investments that are more suited to a longer duration strategy than traditional private equity. Since July 2017, Mr. Sokoloff has served on the board of Newport Healthcare, a privately-owned behavioral health business that is controlled by Carlyle. From May 2002 through March 2016, Mr. Sokoloff served as a Managing Director and Global Head of the Financial Sponsors Group at Jefferies Financial Group. He served on the firm’s investment banking operating committee, the mergers & acquisitions review committee and the managing director annual review committee. From July 1994 until May 2001, Mr. Sokoloff was a Managing Director in the investment banking department at Bear, Stearns & Co., where he was a member of the financial sponsors and the retail & consumer groups. From July 1988 through March 1994, Mr. Sokoloff served as an associate and then a vice president in the corporate finance department at Drexel Burnham Lambert, a former American investment bank, and its successor company, New Street Capital Corporation. From July 1984 through June 1986, Mr. Sokoloff worked as a financial analyst in the investment banking division at Kidder, Peabody & Co. Mr. Sokoloff currently serves on the Board of Advisors of the University of Pennsylvania’s Museum of Archaeology and Anthropology and on the Board of Advisors of Northwestern University’s Kellogg Finance Network, a network of alumni working in finance. Mr. Sokoloff previously served as a member of the board of Educational Alliance, a community-based organization serving the residents of New York City’s Lower East Side. Mr. Sokoloff is the brother of Mr. Jonathan Sokoloff, who is Managing Partner of Leonard Green & Partners, a leading private equity investment fund and investor in our sponsor. Mr. Sokoloff received a bachelor’s degree in Economics from the Wharton School of the University of Pennsylvania and a master’s in Business Administration from Northwestern University’s Kellogg School of Management. We believe Mr. Sokoloff is qualified to be on our Board of Directors due to his extensive advisory, transactional, capital markets and principal investment experiences, as well as his experience sourcing, diligencing and acquiring businesses. Tiffany F. Daniele has served as our Chief Financial Officer since December 2020. Since October 2020, Ms. Daniele has served as the Chief Financial Officer of USHG. From February 2020 through June 2020, Ms. Daniele was Vice President, Financial Planning & Analysis at Cole Haan, Inc. From December 2017 through February 2020, Ms. Daniele was Vice President, Global Corporate Financial Planning & Analysis at Tapestry, Inc., a leading New York-based house of modern luxury accessories and lifestyle brands, comprising the Coach, Kate Spade and Stuart Weitzman brands, all of which have been part of the American fashion landscape for over 25 years. At Tapestry, Ms. Daniele served on the inaugural Inclusion Council, established in 2019 to ensure that people from diverse perspectives and backgrounds are included in business decisions. From January 2012 through December 2017, Ms. Daniele was at Kate Spade & Company, a global retail based company that operated lifestyle brands primarily focused on the sale of accessories and apparel, where she served as Senior Manager of Global Financial Planning & Analysis, then Director of Global Financial Planning & Analysis and Kate Spade Saturday and Jack Spade Finance, then Senior Director of Global Financial Planning & Analysis and International Finance. From June 2010 through January 2012, Ms. Daniele was a Manager of Corporate Business Development and Strategic Planning at Liz Claiborne, Inc., which owned and operated a global portfolio of retail-based premium brands including Juicy Couture, Kate Spade, Lucky Brand and Mexx, as well as a group of department store based brands that included Liz Claiborne, Monet, Dana Buchman, Mac & Jac, Kensie and others. From August 2006 through March 2010, Ms. Daniele was an Associate and then a Senior Associate at Bruckmann, Rosser, Sherill & Co., a New York-based private equity investment firm that specializes in management buyouts and recapitalizations of high quality, lower middle market U.S. companies in the 142 Table of Contents consumer sector with strong market positions and/or growth potential. From July 2004 through June 2006, Ms. Daniele served as an analyst in the global consumer and retail investment banking division at Citigroup. Ms. Daniele received a bachelor’s degree in Commerce from the McIntire School of Commerce of the University of Virginia. J. Kristofer Galashan has been a director of the company since February 2021 and has served on the Board of Directors of USHG since December 2012. Mr. Galashan is a Partner of Leonard Green & Partners where he joined as an associate in 2002. Prior to joining Leonard Green & Partners, he worked in the Investment Banking Division of Credit Suisse First Boston (formerly DLJ) in their Los Angeles office. Mr. Galashan presently serves on the Board of Directors of The Container Store, LifeTime Fitness, Mister Car Wash, PureGym, Zaxby’s, The Shade Store, Troon Golf and Milan Laser Hair Removal and previously served on the Board of Directors for BJ’s Wholesale Club from 2011 to 2019. Mr. Galashan earned a Bachelor of Arts degree in Honors Business Administration from the Richard Ivey School of Business at the University of Western Ontario. Mr. Galashan was selected to our Board of Directors because he possesses particular knowledge and experience in strategic planning and leadership of complex organizations, retail businesses and board practices of other corporations. Lisa Skeete Tatum has served as a member of our Board of Directors since February 2021 and has served on the Board of Directors of USHG since April 2018. Ms. Skeete Tatum is founder and CEO of Landit, a personalized career pathing technology platform to increase the success of women and diverse groups in the workplace. Ms. Skeete Tatum serves on the boards of the Stryker Corporation, Cornell University Board of Trustees, McCarter Theater, The Lawrenceville School, and the Harvard Business School Board of Dean’s Advisors. Ms. Skeete Tatum received a BS in chemical engineering from Cornell University and her MBA from Harvard Business School. Ms. Skeete Tatum’s leadership and general corporate experience make her a valuable asset to the Board of Directors. Mark Leavitt has served as a member of our Board of Directors since February 2021 and has served on the Board of Directors of USHG since October 2015. Mr. Leavitt is also a co-founder and Managing Partner of Enlightened Hospitality Investments, a growth equity fund affiliated with USHG. Mr. Leavitt currently serves on the boards of Joe Coffee, Salt & Straw, Goldbelly, Dig and Banza, and is a board Observer at Madison Reed. Additionally, Mr. Leavitt is a member of the Council on Chicago Booth for the University of Chicago, and serves as Chairman Emeriti at Jacob’s Pillow, a dance school and performance space in the Berkshires. In 2020, Mr. Leavitt was included in Nation’s Restaurant News’ Top 50 Technology Power List which features the 50 most influential leaders of technology and innovation in the restaurant industry. Prior to co-founding EHI, Mr. Leavitt was head of the Technology, Media, and Telecommunications Investment Banking group at Piper Jaffray & Co. He previously served on the boards of Trinity College, the Harlem Globetrotters, Centennial Communications, Citadel Communications, T/SF Communications (TSF), US Radio and Leap Wireless (LEAP) where he also served on the Finance Committee and Transaction Committee during its sale to AT&T. Mr. Leavitt earned a master’s degree in business administration from the University of Chicago Booth School of Business and a bachelor’s degree in economics from Trinity College. Mr. Leavitt’s leadership and general corporate experience make him a valuable asset to the Board of Directors. Walter Robb has served as a member of our Board of Directors since February 2021 and has served on the Board of Directors of USHG since September 2013. An investor, mentor and advisor to the next generation of American food companies, former co-CEO of Whole Foods Market, Mr. Robb has a long and varied entrepreneurial history, ranging from natural food retailer to farmer to consultant. Mr. Robb joined Whole Foods Market in 1991 and in 2010 was named co-CEO along with John Mackey, at which time he joined the Whole Foods Market Board of Directors. Mr. Robb is a passionate advocate for greater food access in underserved communities and founded the Whole Kids Foundation during his tenure as Co-CEO. In 2017, Mr. Robb transitioned his leadership focus to mentoring and 143 Table of Contents supporting the next generation of entrepreneurs through the creation of Stonewall Robb Advisors. Mr. Robb is an Executive in Residence at S2G Ventures and also serves on the Board of Directors of Aphria, Apeel Sciences and Hungry. Mr. Robb was selected to our Board of Directors because he brings financial and risk assessment experience and has significant retail, entrepreneurial and management experience. Randy Garutti has served as a member of our Board of Directors since February 2021. Mr. Garutti has served as Shake Shack’s Chief Executive Officer and on Shake Shack’s Board of Directors since April 2012, leading the company through its IPO in 2015. Mr. Garutti currently serves on the Board of Directors of Square, Inc. Prior to becoming Chief Executive Officer of Shake Shack, Mr. Garutti served as Chief Operating Officer of SSE Holdings from January 2010 through April 2012. Prior to joining Shake Shack, Mr. Garutti was the Director of Operations for USHG, overseeing the operations for its restaurants. In addition, Mr. Garutti served as General Manager of Union Square Cafe and Tabla. Mr. Garutti graduated with a bachelor’s degree from Cornell University’s School of Hotel Administration. Mr. Garutti brings to his service on our Board of Directors his particular knowledge and broad experience in the hospitality business. Heidi Messer has served as a member of our Board of Directors since February 2021. Ms. Messer has been an active entrepreneur and investor in the digital economy since the commercialization of the Internet. Ms. Messer currently serves as co-Founder and Chairperson of Collective Intelligence (“Collective[i]™”). Collective[i] is on a mission to help companies around the world forecast, manage and grow revenue. Collective[i]’s global network and application applies artificial intelligence and machine learning to enable sales and other supporting functions to leverage their professional networks and intelligence that optimizes all of their sales activities and processes. Prior to Collective[i], Ms. Messer and her brother, Stephen Messer, co-founded LinkShare Corporation, host to one of the world’s largest online affiliate networks representing the world’s premier publishers and merchants on the web. The company is widely considered to be a pioneer in the world of SaaS, digital advertising and the sharing economy. Under Ms. Messer’s leadership, LinkShare was recognized by Deloitte and Touche for two consecutive years as the fastest growing technology company in the New York Region. Ms. Messer served as a board member, President and Chief Operating Officer of LinkShare until its sale to Rakuten (4755:JASDAQ) for $425 million. Ms. Messer is a frequent speaker at conferences and universities around the world on artificial intelligence, enterprise technology, entrepreneurship, modern sales, marketing and the future of work. She has been cited in various publications, including The New York Times, The Wall Street Journal, Inc. Magazine, Vogue, the NY Post, The Nikkei, Women’s Wear Daily and Chief Executive Magazine. Ms. Messer has also appeared on national television and radio programs, including the Today Show, Rock Center with Brian Williams, Business Talk Radio, CNBC, Fox News, CBS Morning News and the Fox Morning Show. Ms. Messer has received several honors including being selected as one of the 100 Most Intriguing Entrepreneurs by Goldman Sachs (2012) and is a recipient of the Technology Pioneer Award during Women’s Entrepreneurship Day hosted at the United Nations (2015). Ms. Messer serves on the board of directors of Aperture Investors, the Partnership for NYC and the Partnership Fund for NYC and the Board of Trustees for New York-Presbyterian Hospital. Ms. Messer received a Bachelor of Arts degree from Brown University, graduating Phi Beta Kappa and magna cum laude. She received her juris doctorate from Harvard Law School, graduating cum laude. Ms. Messer brings to the Board of Directors extensive technology, investment and executive experience achieved through her roles in the formation and management of various technology companies. Robert K. Steel has served as a member of our Board of Directors since February 2021. Mr. Steel is a Partner and Chairman of Perella Weinberg Partners. Prior to joining Perella Weinberg Partners in May of 2014, Mr. Steel was New York City’s Deputy Mayor for Economic Development where he was responsible for the Bloomberg Administration’s five-borough economic development strategy and job-creation efforts, and oversaw such agencies as the Department of Housing 144 Table of Contents Preservation and Development, Department of City Planning, Department of Small Business Services, NYC Economic Development Corporation and NYC & Company, and chaired the Brooklyn Bridge Park board. A key initiative of Mayor Bloomberg’s Administration was to encourage and grow the technology sector of New York City’s economy and Mr. Steel led the applied sciences initiative, which established the Cornell-Technion campus on Roosevelt Island and New York University Center for Urban Science and Progress initiative in Brooklyn, New York. Mr. Steel was previously CEO of Wachovia Corporation, where he oversaw the sale of the bank to Wells Fargo & Co. and served on the Wells Fargo board of directors until 2010. Prior to that, Mr. Steel was Under Secretary for Domestic Finance of the United States Treasury, where he revived the President’s Working Group, the core group to respond to the global economic crisis of 2008. Mr, Steel managed the Department’s Blueprint for Modernized Regulatory Structure, which recommended several of the reforms since pursued by the Obama administration. Mr. Steel also spent nearly 30 years at Goldman Sachs, rising to Head of the Global Equities Division, Vice Chairman of the firm and a member of its Management Committee. He began his Goldman Sachs career in Chicago, and then spent more than seven years in London before returning to the United States to work in the New York headquarters. Mr. Steel also was a member of the board of directors of Barclays from 2005 to 2006. Mr. Steel is a graduate of Duke University and the University of Chicago’s Booth School of Business. Mr. Steel is Chairman Emeritus of the Aspen Institute’s Board of Trustees and has served as Chairman of Duke’s Board of Trustees, Senior Fellow at the Harvard Kennedy School of Government, a member of the FDIC Advisory Committee on Economic Inclusion, Chairman of The After-School Corporation, co-chair of the Bloomberg Global Business Council and Co-Founder of SeaChange Capital Partners, an organization dedicated to helping nonprofits grow. Mr. Steel’s substantial experience in leadership and management in the public sector qualifies him to serve on our Board of Directors. Number and Terms of Office of Officers and Directors Our board of directo