Our officers, directors and director nominees are as follows: Name Age Position Edward A. Rose III 58 Chief Executive Officer; Director Nominee Derek Satzinger 43 Chief Financial Officer; Director Nominee Michael E. Martino 56 Chairman of the Board of Directors Phillip B. Whitehead 69 Vice Chair of the Board; Director Nominee Diane M. Parisi 62 Director Nominee James L. Bauman 60 Director Nominee William B. Plummer 61 Director Nominee Marshall Clement “Mark” Sanford, Jr. 60 Director Nominee Pamela Chepiga 71 Director Nominee Edward A. Rose III is our Chief Executive Officer and will become a director at the consummation of this offering. Mr. Rose has been a Senior Partner of Mill Rock Capital since 2018. Mr. Rose has also served as Chairman of Mill Rock Packaging Partners, a specialty packaging growth platform, since 2020. From 2016 to 2017, Mr. Rose served as Executive Vice President and President of the Performance Chemicals segment of Ingevity Corp. Mr. Rose previously served as President of WestRock’s (previously Westvaco’s, and later, MeadWestvaco’s) Specialty Chemicals Division, a position he held from 2009 to 2016. From 2002 to 2009, he served as Vice President, Resins Polymers and Coating for MeadWestvaco. Over the course of 31 years with the business, Mr. Rose has led teams in business development and strategy, including new product development, bolt-on acquisitions and strategic alliances. He holds a Bachelor of Science degree in Civil Engineering from Clemson University. We believe that Mr. Rose is qualified to serve on our board of directors because of his extensive operating experience as well as his experience in the industrial sector. Derek Satzinger is our Chief Financial Officer and will become a director at the consummation of this offering. Mr. Satzinger has served as Chief Financial Officer of Mason Capital since 2012. Prior to becoming CFO, Mr. Satzinger served as Mason Capital’s Controller from 2006 to 2012. Before joining Mason Capital, from 2003 to 2005, Mr. Satzinger worked at BDO Seidman, LLP (“BDO”) in their financial services division where his client base consisted of large hedge funds and broker/dealers. Prior to BDO, from 2000 to 2004, Mr. Satzinger worked as a staff accountant at Raich, Ende, Malter & Company, LLP. He graduated from Hofstra University in May 2000 with a BBA in Accounting. We believe that Mr. Satzinger is qualified to serve on our board of directors because of his financial and accounting expertise as well as his prior professional experience. Michael E. Martino is Chairman of our board of directors. Michael E. Martino is the Chairman of our board of directors. Mr. Martino is a founder and principal of Mason Capital, founded in 2000, where he led the creation of a multi-billion dollar hedge fund active in public company, private company, event-driven, credit, shareholder activism and distressed investments. Mr. Martino began his investment career at Oppenheimer & Company in 1993, where he allocated both internal and external capital in an event-driven strategy; he ended his tenure at Oppenheimer in 1998 as Executive Director, Risk Arbitrage. He began his business career at GE Capital Corporation, from 1985 to 1993, where he held positions in information systems and business analysis. Mr. Martino’s funds have been significant and influential shareholders of two publicly traded companies, Spar Aerospace Ltd, which was sold to L3 Communications, and ATS Automation Tooling Systems Inc. (“ATS Automation”) (TSX: ATS). At ATS Automation, he has positioned the company for both organic growth and as an active consolidator in the custom automation industry. ATS Automation has completed the acquisition of nine companies during his tenure. Mr. Martino graduated from Fairfield University with a degree in Political Science and earned a Master’s degree in Business Administration in Finance from New York University’s Stern School of Business. We believe that Mr. Martino is qualified to serve on our board of directors because of his extensive investing experience as well as his experience serving on the boards of several public companies. 120 Table of Contents Philip B. Whitehead will become Vice-Chairman of our board of directors at the consummation of this offering. He is a Vice President at the Danaher Corporation (“Danaher”), a global science and technology company, and Chairman Emeritus of Danaher’s European Board. Since joining Danaher in 1992, Mr. Whitehead has held a number of executive and operational roles beginning with Managing Director of Veeder Root Europe, a division of Danaher. In his current position, he leads Danaher’s mergers and acquisition activity in Europe and supports the corporation’s growth initiatives in selected high growth markets. Earlier in his career, Mr. Whitehead worked in senior sales and marketing roles, including Brand Manager at the Proctor & Gamble Company from 1971 to 1975, Deputy National Sales Manager at Hovis Marketing from 1976 to 1978 and Product and Sales Manager at Unilever from 1978 to 1984. He also operated Whitehead Associates Consultants, his own management consultancy business, from 1984 to 1988. Mr. Whitehead is currently a director of ATS Automation (TSX: ATS) and served as a non-executive director of Hampshire Hospitals Foundation Trust from 2012 to 2019. Mr. Whitehead has a Diploma in Marketing, Accounting and Finance from Bournemouth College, UK. We believe that Mr. Whitehead is qualified to serve on our board of directors because of his extensive operating experience as well as his experience in the industrial sector. Diane M. Parisi will become a director at the consummation of this offering. Ms. Parisi has served as a Senior Principal of Mill Rock Capital since 2018. She is the former Global Vice President of Procurement for Flint Group, where she served from 2003 to 2018, and former Global Director of Research and Development for Flint Ink, where she served from 1993 to 2003. Flint Group was one of the largest suppliers to the printing and packaging industries worldwide. She holds a Bachelor of Science degree in Printing and Marketing from Western Michigan University. We believe that Ms. Parisi is qualified to serve on our board of directors because of her extensive operating experience. James L. Bauman will become a director at the consummation of this offering. Mr. Bauman most recently led the Industrial Business Group at the 3M Company (“3M”) as Executive Vice President from 2017 through 2019. He previously led the Global Electronics and Energy business of 3M from 2015 through 2017. Prior to this, Mr. Bauman held various executive and operational roles at 3M leading business transformation in the Americas and managing 3M’s Asia business, including Senior Vice President of Asia from 2012 through 2015, Vice President of Electronics, Advanced Film from 2008 through 2012 and Vice President of Automotive Products from 2005 through 2008. He graduated from Marquette University with a Bachelor of Science degree in Mechanical Engineering. We believe that Mr. Bauman is qualified to serve on our board of directors because of his extensive operating experience as well as his experience in the industrial sector. William B. Plummer will become a director at the consummation of this offering. Mr. Plummer has served as Senior Advisor to Mill Rock Capital since 2019. From 2008 through 2018, Mr. Plummer served as executive vice president and chief financial officer of United Rentals, Inc. Before joining United Rentals, Inc., Mr. Plummer served as chief financial officer of Dow Jones & Company, Inc., where he set policy for global finance and corporate strategy, from September 2006 to December 2007. Prior to Dow Jones & Company, from 2000 to 2006, Mr. Plummer was vice president and treasurer of Alcoa Inc., where he was responsible for global treasury policy and relationship management with commercial and investment banks. He also held several executive positions at Mead Corporation, including president of its Gilbert Paper division from June 2000 to October 2000, vice president of corporate strategy & planning from 1998 to 2000 and treasurer from 1997 to 1998. Prior to joining Mead Corporation, Mr. Plummer served as vice president at General Electric Capital Corporation, the financial services subsidiary of General Electric, from 1995 to 1997. Mr. Plummer also serves on the board of directors of Waste Management, Inc., Global Payments Inc., NESCO Specialty Rentals, Cisco Industrial Services and Venture Metals International. Mr. Plummer holds degrees in aeronautics and astronautics from the Massachusetts Institute of Technology, and a Master of Business Administration degree from Stanford University’s Graduate School of Business. We believe that Mr. Plummer is qualified to serve on our board of directors because of his extensive operating experience as well as his experience in the industrial sector. Marshall Clement “Mark” Sanford, Jr. will become a director at the consummation of this offering. Mr. Sanford is a former governor of South Carolina and a former member of the U.S. House of Representatives. 121 Table of Contents Mr. Sanford served as the U.S. representative for South Carolina’s 1st congressional district from 1995 to 2001 and served as Governor of South Carolina from 2003 until 2011. He subsequently served in Congress from 2013 to 2019. Mr. Sanford founded Norton and Sanford Real Estate Investment, a leasing and brokerage company, in 1992. Mr Sanford graduated from Furman University in 1983 and University of Virginia with an MBA in 1988. We believe that Mr. Sanford is qualified to serve on our board of directors because of his extensive experience in public policy and leadership. Pamela Chepiga will become a director at the consummation of this offering. Ms. Chepiga was most recently a Partner in the US litigation group of the law firm of Allen & Overy LLP, from 2004 to 2019. She served on the firm’s eight partner Global Board from 2018 to 2019. Ms. Chepiga specializes in regulatory, civil and criminal litigation in the financial services area. Before joining Allen & Overy LLP, from 1998 to 2003, Ms. Chepiga was the founding director of the Securities Arbitration Clinic at Fordham University School of Law. Prior to that position, from 1985 to 1992, she was a Partner at the law firm of Cadwalader, Wickersham & Taft LLP, having joined the firm as a Special Counsel in 1984. From 1982 to 1984, she served as the Chief of the Securities and Commodities Fraud Task Force in the United States Attorney’s Office of the Southern District of New York. Ms. Chepiga graduated from Fordham College in 1970 and Fordham University School of Law in 1973. We believe that Ms. Chepiga is qualified to serve on our board of directors because of her legal expertise and prior professional experience. Number and Terms of Office of Directors and Officers We intend to have nine 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. 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. 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 bylaws as it deems appropriate. Our bylaws provide that our officers may consist of a Chief Executive Officer, a Chief Financial Officer, Corporate Secretary and such other offices as may be determined by the board of directors. Director Independence The 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 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. Director and Officer Compensation None of our directors or officers has received any cash compensation for services rendered to us. No compensation of any kind, including finder’s and consulting fees, will be paid to our sponsor, directors and officers, or any of their respective affiliates, for services rendered prior to or in connection with the completion of our initial business combination. However, these individuals will be reimbursed for any out-of-pocket expenses 122 Table of Contents 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, directors or officers, or our or their affiliates. 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 stockholders, to the extent then known, in the tender offer materials or proxy solicitation 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 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 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 directors and officers 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 directors and officers that provide for benefits upon termination of employment. Committees of the Board of Directors Our 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 rules of the NYSE 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 rules of the NYSE require that the compensation committee and the nominating and corporate governance committee of a listed company be comprised solely of independent directors. Audit Committee Prior to the consummation of this offering, we will establish an audit committee of the board of directors. 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 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. will serve as members of our audit committee, and will serve as its Chair. We will adopt an audit committee charter, which will detail the principal functions of the audit committee, including: • the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us; • pre-approving all audit and permitted non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; 123 Table of Contents • reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence; • setting clear hiring policies for employees or former employees of the independent auditors; • 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 auditors describing (i) the independent auditor’s internal quality-control procedures and (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; • 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 auditors, 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 Committee Prior 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, we are required to have at least two members of the compensation committee, all of whom must be independent. are independent. will serve as chair of 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, eva