Our officers, directors and director nominees are as follows:Name​​Age​​PositionGlenn Murphy​​58​​Chief Executive Officer & Executive ChairmanPaul Raether​​74​​Director Paula Campbell Roberts​​44​​Director NomineeGlenn Murphy has served as our Chief Executive Officer & Executive Chairman since January 2021. Since April 2017, Mr. Murphy has been a member of the board of directors of lululemon athletica inc., an athletic apparel retailer, and has served as non-executive chair of lululemon’s board of directors since August 2018. He previously served as executive chair of the board of directors from February to August 2018, as co-chair from April 2017 to November 2017 and as non-executive chair from November 2017 to February 2018. Mr. Murphy is the founder and chief executive officer of FIS Holdings, a consumer-focused investment firm. Prior to FIS Holdings, Mr. Murphy served as chairman and chief executive officer at The Gap, Inc. from 2007 until 2014. Prior to that, Mr. Murphy served as the chairman and chief executive officer of Shoppers Drug Mart Corporation, which was acquired by a consortium of institutional investors, including KKR Funds in 2000, from 2001 to 2007. Prior to leading Shoppers Drug Mart, he served as the chief executive officer and president for the retail division of Chapters Inc. Mr. Murphy started his career at Loblaws where he spent 14 years, and he holds a B.A. degree from the University of Western Ontario. Mr. Murphy is not employed by KKR. We believe that Mr. Murphy’s extensive retail experience as a leading strategic operator make him well qualified to serve as a member of our board of directors.Paul Raether has served as a member of our Board of Directors since January 2021. Mr. Raether is a Senior Advisory Partner at KKR. He joined KKR in 1980, became a Partner in 1986, and currently serves on two of three of KKR’s regional Portfolio Management Committees. Mr. Raether is not a member on any of KKR’s investment committees. Mr. Raether also serves on the board of directors of the Apple Leisure Group and BrightView Holdings, both of which are a KKR portfolio companies. Mr. Raether served as a director of WMIH Corp., another KKR portfolio company, from May 2015 until May 2017. He has played a significant role in numerous former KKR portfolio companies including Beatrice Companies, Cole National Corporation, Duracell, Fleet/Bank of New England, IDEX Corporation, KSL Recreation, Masonite International, PT Components, Randall’s Food Markets, RJR Nabisco, Seaman Furniture, Shoppers Drug Mart, Stop & Shop Companies, Storer Communications, Inc., Walter Industries and Wometco Enterprises. Prior to joining KKR, Mr. Raether served as an officer in the United States Navy and started his professional career in the Corporate Finance Department of Reynolds Securities. Previously, he was a Vice President in the Corporate Finance Department of Blyth Eastman Dillon & Company. He obtained a Bachelor of Arts from Trinity College and an M.B.A. from the Tuck School of Business at Dartmouth College. Mr. Raether serves as a director or trustee for several educational and non-profit institutions. He recently retired from the Board of Trinity College in Hartford, CT, after 25 years of service including the last 12 years as Chairman. He also serves as a Trustee of the Board of Advisors of the Tuck School of Business at Dartmouth College and the U.S. Ski and Snowboard Foundation. Mr. Raether is the Chairman of the Institute for Sports Medicine Research in New York. We believe that Mr. Raether’s significant investment experience make him well qualified to serve as a member of our board of directors.Paula Campbell Roberts is a director nominee. Since January 27, Ms. Roberts has served as Managing Director, Global Macro and Real Estate Americas at KKR. In that role, she leads macro real estate investment research, and partners with real estate, consumer private equity and credit deal teams globally to develop and diligence investment themes and opportunities. Ms. Roberts is not a member on any of KKR’s investment committees. Prior to joining KKR, from July 2008 to December 2016, Ms. Roberts was an Executive Director at Morgan Stanley, where she managed coverage of the U.S. consumer sector, advised Fortune 500 Chief Executive Officers on their consumer strategy, and used big data to predict inflections in key sectors of the economy. Before Morgan Stanley, Ms. Roberts was a management consultant leading case teams and advising Fortune 500 companies at Bain & Co. Ms. Roberts earned her B.A. from Yale University and an MBA from Harvard Business School. Currently, Ms. Roberts serves on the boards of The Brearley School, the Northside Center for 126 TABLE OF CONTENTSChildhood Development, the American Friends of Jamaica and the Harvard Business School African-American Alumni Association. She is also a Compass Charter School Advisory Board member and a Lincoln Center Leadership Fellow. We believe that Ms. Roberts’ significant investment research experience make her well qualified to serve as a member of our board of directors.Number and Terms of Office of Officers and DirectorsWe expect to have     directors upon completion of this offering. Our board of directors will be divided into three classes with only one class of directors being elected in each year and 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 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. The term of office of the first class of directors, consisting of        will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of       , will expire at the second annual meeting of stockholders. The term of office of the third class of directors, consisting of       , will expire at the third annual meeting of stockholders. We may not hold an annual meeting of stockholders until after we consummate 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 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        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 CompensationIn 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 fee, monies in respect of any payment of a loan or other cash compensation by the Company prior to, or in connection with any services rendered for any services they render in order to effectuate, the completion of our initial business combination (regardless of the type of transaction that it is). However, these individuals 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. We do not have a policy that prohibits our sponsor, officers or directors, or any of their respective affiliates, from negotiating for the reimbursement of out-of-pocket expenses by a target business. Our audit committee will review all payments that were made to our sponsor, 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 payments, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and officers for their out-of-pocket expenses incurred in connection with identifying and consummating an initial business combination.127 TABLE OF CONTENTSAfter 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. These fees will be disclosed to stockholders in accordance with applicable rules and regulations, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed initial 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 initial business combination, because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our 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 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 team’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 officers and directors that provide for benefits upon termination of employment.Committees of the Board of DirectorsOur board of directors will have three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee. Subject to phase-in rules and a limited exception, the NYSE rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and the NYSE rules require that the compensation committee and nominating and corporate governance committee of a listed company each be comprised solely of independent directors. Each committee will operate under a charter that complies with the NYSE rules, will be approved by our board of directors and will have the composition and responsibilities described below. The charter of each committee will be available on our website following the closing of this offering.Audit CommitteePrior to the consummation of this offering, we will establish an audit committee of the board of directors.        will serve as members of our audit committee, and        will chair the audit committee. Under the NYSE listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent. Each of     meet the independent director standard under the NYSE listing standards and under Rule 10-A-3(b)(1) of the Exchange Act.Each member of the audit committee is financially literate and our board of directors has determined that       qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise.We will adopt an audit committee charter, which will detail the principal functions of the audit committee, including:•assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) the independent registered public accounting firm’s qualifications and independence and (4) the performance of our internal audit function and the independent registered public accounting firm;•the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm engaged by us;•pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;•setting clear hiring policies for employees or former employees of the independent registered public accounting firm, including but not limited to, as required by applicable laws and regulations;128 TABLE OF CONTENTS•setting clear policies for audit partner rotation in compliance with applicable laws and regulations;•obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal quality-control procedures, (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues and (iii) all relationships between the independent registered public accounting firm and us to assess the independent registered public accounting firm’s independence;•meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”;•reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and•reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.Compensation CommitteePrior to the consummation of this offering, we will establish a compensation committee of the board of directors.       will serve as members of our compensation committee. Under the NYSE listing standards and applicable SEC rules, all members of the compensation committee must be independent.       are independent and        will chair the compensation committee.We will adopt a compensation committee charter, which will detail the principal functions of the compensation committee, including:•reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, if any is paid by us, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;•reviewing and making recommendations on an annual basis to our board of directors with respect to (or approving, if such authority is so delegated by our board of directors) the compensation, if any is paid by us, and any incentive-compensation and equity-based plans that are subject to board approval of our other officers;•reviewing on an annual basis our executive compensation policies and plans;•implementing and administering our incentive compensation equity-based remuneration plans;•assisting management in complying with our proxy statement and annual report disclosure requirements;•approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;•if required, producing a report on executive compensation to be included in our annual proxy statement; and•reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.Notwithstanding the foregoing, as indicated above, until the earlier of the consummation of our initial business combination or our liquidation and in connection with potentially providing financing or other investments in connection with our initial business combination, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our sponsor, officers, directors or any of their respective 129 TABLE OF CONTENTSaffiliates, prior to, or for any services they render in order to effectuate the consummation of an initial business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination.The charter will also provide that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by the NYSE and the SEC.Nominating and Corporate Governance CommitteePrior to the consummation of this offering, we will establish a nominating and corporate governance committee of the board of directors.       will serve as members of our nominating and corporate governance committee. Under the NYSE listing standards, all members of the nominating and corporate governance committee must be independent.       are independent, and        will chair the nominating and corporate governance committee.We will adopt a no