Officers and Directors We will have five (5) directors upon completion of this offering. Our board of directors will be divided into two classes with only one class of directors being elected in each year and each class serving a two-year term. 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 Messrs. Dalglish, Schaefer and Sparkes, will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of Messrs. Robertson and Jarratt, will expire at our second annual meeting of stockholders. Our officers are elected 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. 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. We have determined that Messrs. Dalglish, Schaefer and Sparkes are independent directors under NYSE rules and Rule 10A-3 of the Exchange Act. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Executive Officer and Director Compensation To the date hereof, none of our executive officers or directors have received any cash compensation for services rendered to us. However, commencing on the date that our securities are first listed on the NYSE, we will pay our sponsor or its affiliate a total of $10,000 per month for office space, utilities, secretarial support and administrative services. We expect to make payments, up to $2,000,000 in the aggregate, in respect of the services of personnel affiliated with our sponsor, or reimbursement of affiliates of our sponsor for the use of personnel for services related to identifying, investigating and completing an initial business combination. To the extent any amounts are in respect of the services of individuals who also serve as directors or executive officers of our company, such amounts will be reviewed and approved by our audit committee. Our sponsor, officers, directors and any of their respective affiliates will also 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 independent directors will review on a quarterly basis all payments that were made, directly or indirectly, to our sponsor, officers, directors or any of their affiliates. 98 Table of Contents After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting, management or other 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. It is unlikely the amount of such compensation will be known at the time, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid, directly or indirectly, to our executive officers will be determined by a compensation committee constituted solely by independent 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 executive officers and directors may negotiate employment or consulting arrangements to remain with us after the 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 executive officers and directors that provide for benefits upon termination of employment. Committees of the Board of Directors Upon the effectiveness of the registration statement of which this prospectus forms a part, our board of directors will have three standing committees: an audit committee, a compensation committee and a nominating committee. The rules of the NYSE and Rule 10A-3 of the Exchange Act generally require that these committees be comprised solely of independent directors. Audit Committee Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish an audit committee of the board of directors. Messrs. Schaefer, Dalglish and Sparkes will serve as members of our 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 member of the audit committee is financially literate and our board of directors has determined that Mr. Schaefer qualifies as an “audit committee financial expert” as defined in applicable SEC rules. 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 registered public accounting firm and any other independent registered public accounting firm engaged by us; • pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; • reviewing and discussing with the independent registered public accounting firm 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 registered public accounting firm; • 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 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; 99 Table of Contents • 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 Committee Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish a compensation committee of the board of directors. Messrs. Dalglish and Sparkes 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. 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 executive officers’ compensation, evaluating our executive officers’ performance in light of such goals and objectives and determining and approving the remuneration (if any) of our executive officers based on such evaluation; • reviewing 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 executive officers and employees; • 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. 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 Committee Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish a nominating committee of the board of directors. The members of our nominating committee will be Messrs. Schaefer and Dalglish. Under the NYSE listing standards and applicable SEC rules, we are required to have at least two members of the nominating committee, all of whom must be independent. The nominating committee is responsible for overseeing the selection of persons to be nominated to serve on our board of directors. The nominating committee considers persons identified by its members, management, stockholders, investment bankers and others. Guidelines for Selecting Director Nominees The guidelines for selecting nominees, which are specified in the Nominating Committee Charter, generally provide that persons to be nominated: • should have demonstrated notable or significant achievements in business, education or public service; 100 Table of Contents • should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and • should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the stockholders. The Nominating Committee will consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors. The nominating committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The nominating committee does not distinguish among nominees recommended by stockholders and other persons. Code of Ethics Prior to the effectiveness of this registration statement of which this prospectus forms a part, we will have adopted a Code of Ethics applicable to our directors, officers and employees. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K. See “Where You Can Find Additional Information.” Conflicts of Interest Following the completion of this offering and until we consummate our initial business combination, we intend to engage in the business of identifying and combining with one or more businesses. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that our initial business combination is fair to our company from a financial point of view. Northern Genesis and our sponsor and directors and officers may sponsor, invest in or otherwise become involved with other companies, including blank check companies similar to ours, including Northern Genesis Acquisition I and Northern Genesis Acquisition II, during the period in which we are seeking an initial business combination. These entities may compete with us for acquisition opportunities and may present additional conflicts of interest in pursuing an acquisition target, particularly in the event that there is overlap among investment mandates and management teams. Subject to their fiduciary duties under the DGCL, none of the members of our management team have any obligation to present us with any opportunity for a potential business combination. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one that we are legally and contractually permitted to undertake and that otherwise would be reasonable for us to pursue. Our directors and officers presently have, and any of them in the future may have, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. If any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she then has fiduciary or contractual obligations, he or she will honor his fiduciary or contractual obligations to present such opportunity to such entity. In addition, subject to his or her fiduciary duties under the DGCL, he or she otherwise may choose to present such opportunities to such other entities before he or she presents such opportunities to us. Such other entities may include current or future entities affiliated with or managed by Northern Genesis or third parties. Without limiting the foregoing, all of our officers and directors have fiduciary and contractual duties to Northern Genesis and/or to certain companies in which it has invested or may invest, by reason of his or her position with such company. These entities, including Northern Genesis Acquisition I (if its business combination agreement with The Lion Electric Company is terminated) and Northern Genesis Acquisition II, may compete with 101 Table of Contents us for acquisition opportunities. The current focus of each of Northern Genesis Acquisition I and Northern Genesis Acquisition II, and our company’s initial expected focus, is on target opportunities making a positive contribution to sustainability through the ownership, financing and management of societal infrastructure. If Northern Genesis Acquisition I (if its business combination agreement with The Lion Electric Company is terminated) or Northern Genesis Acquisition II decides to pursue any specific opportunity, we may be precluded from pursuing such opportunity. Pursuant to the terms of the business combination agreement between Northern Genesis Acquisition I and The Lion Electric Company, the members of our management team will not present any new business combination opportunities to Northern Genesis Acquisition I. However, if Northern Genesis Acquisition I’s business combination agreement with The Lion Electric Company is terminated, members of our management team will continue to have fiduciary duties and obligations to present to Northern Genesis Acquisition I potential business combination opportunities that are presented to them specifically in their capacity as an officer or director of Northern Genesis Acquisition I or which are determined by such director or officer to be suitable for Northern Genesis Acquisition I. Additionally, upon consummation of the business combination with The Lion Electric Company, it is anticipated that Mr. Robertson (our Chief Executive Officer and member of our board of directors) and Mr. Jarratt (a member of our board of directors and our Board Chair) will serve on the board of directors of The Lion Electric Company and will have fiduciary obligations to The Lion Electric Company. Members of our management team performing similar roles for Northern Genesis Acquisition II also have and will continue to have contractual and fiduciary duties and obligations to Northern Genesis Acquisition II, including with respect to business combination opportunities. In particular, our directors and officers have fiduciary and contractual obligations to present to Northern Genesis Acquisition II potential business combination opportunities that are presented to them specifically in their capacity as an officer or director of Northern Genesis Acquisition II or which are determined, by such director or officer in his or her professional judgment, to be suitable for Northern Genesis Acquisition II. However, Northern Genesis Acquisition II has raised substantially greater funds than we expect to raise pursuant to this offering, and we have been advised that the board of directors of Northern Genesis Acquisition II has determined that a combination with a particular target generally will not be suitable to Northern Genesis Acquisition II if the cash needed for the acquisition and near-term expansion of the target’s business is less than the $414 million currently held in trust by Northern Genesis Acquisition II. We do not believe that any potential conflicts of interest will materially affect our ability to identify and pursue business combination opportunities or to complete our initial business combination. We believe any conflicts of interest with Northern Genesis Acquisition I (if its business combination agreement with The Lion Electric Company is terminated) and Northern Genesis Acquisition II will be significantly mitigated by the fact that we expect to raise a substantially lower amount of capital than either of such entities and, as a result, we expect to be able to more efficiently compete for and effectuate a business combination in which the cash needed for the acquisition and near-term expansion of the target’s business is less than the cash currently held in trust by Northern Genesis Acquisition I (approximately $319 million) and by Northern Genesis Acquisition II (approximately $414 million). In addition, our directors and officers are not required to commit any specified amount of time to ou