Our officers, directors and director nominees are as follows: Name Age Position Beau Garverick 49 Chief Executive Officer, Chief Financial Officer and Director Randy Simpson 51 Director Kenneth A. Burdick 62 Chairman Nominee Rhonda R. Mims 54 Director Nominee Beau Garverick is the co-founder, Chief Executive Officer, Chief Financial Officer and director of Orion Acquisition Corp. Mr. Garverick has approximately 20 years of healthcare investment banking, corporate development, strategy and investor relations experience. From July 2016 through July 2020, Mr. Garverick served as Senior Vice President, Corporate Development, Strategy, Investor Relations and Integration at WellCare, a government-focused managed care company. During Mr. Garverick’s tenure at WellCare, the company doubled annual revenue from $14 billion to over $30 billion. Prior to his tenure at WellCare, Mr. Garverick held senior positions within the Corporate Development groups at Coventry and Anthem where he helped source, diligence, negotiate, value and execute numerous acquisitions, divestitures and investments including Coventry’s eventual sale to Aetna for approximately $8 billion. From June 2000 to October 2005, Mr. Garverick was a member of SG Cowen’s healthcare investment banking group. We believe Mr. Garverick’s significant experience raising equity and debt capital in the healthcare industry as well as leading the execution of numerous healthcare acquisitions, divestitures and investments make him well qualified to serve as a member of our board of directors. Randy Simpson is the co-founder and a director of Orion Acquisition Corp. Mr. Simpson has approximately 15 years of healthcare investing, equity research and M&A experience. Most recently, Mr. Simpson served as a Partner and head of healthcare at Glenview, an investment fund with over $7 billion of capital under management as of 2019, where he was a member of Glenview’s investment team and managed its healthcare investment team through December 2019. Mr. Simpson joined Glenview in September 2005 and was named a Partner in April 2011. Mr. Simpson served on the Board of Directors of Tenet Healthcare (NYSE: THC) from January 2016 through August 2017 and currently serves as a Director of Longview Acquisition Corp. (NYSE: LGVW), a position he has held since May 2020. Prior to joining Glenview, Mr. Simpson was an equity research analyst at Goldman Sachs from 2003 until 2005. Prior to his work at Goldman Sachs, Mr. Simpson spent three years in the M&A group at Credit Suisse First Boston. Mr. Simpson received his MBA in finance and accounting from the University of Chicago in 2000. Mr. Simpson also earned a JD from Georgetown University Law Center in 1994 and a BA in Quantitative Economics from the University of California, San Diego in 1991. We believe Mr. Simpson’s significant investment experience as the head of a healthcare group at top tier hedge fund for over a decade with excellent performance and current and prior board experience make him well qualified to serve as a member of our board of directors. Kenneth A. Burdick has agreed to serve as the chairman of the board of Orion Acquisition Corp. Mr. Burdick has approximately 30 years of healthcare executive and operations experience. Most recently, Mr. Burdick served as Executive Vice President, Markets and Products at Centene from February 2020 through January 2021, where he held national P&L responsibility for approximately $90 billion in revenue. Mr. Burdick joined Centene following its merger with WellCare in January 2020. From January 2015 until the Centene merger, Mr. Burdick served as CEO of WellCare and led the company in its mission to provide quality, cost-effective healthcare solutions for the company’s members, providers and government customers. Prior to his tenure at WellCare, Mr. Burdick held senior executive positions at WellCare, National Health Plans, UnitedHealth Group, Blue Cross and Blue Shield of Minnesota and Coventry Health Care. Mr. Burdick received his bachelor’s degree from Amherst College and his law degree from the University of Connecticut School of Law. We believe Mr. Burdick’s significant experience overseeing operations at some of the most prominent healthcare institutions in the U.S. make him well qualified to serve as Chairman of our board of directors. Rhonda R. Mims has agreed to serve as a director of Orion Acquisition Corp. Since January 2020, she has served as an Executive Vice President at Centene Corporation. She served as WellCare’s Executive Vice President and 96 Table of Contents Chief Public Affairs Officer from August 2016 to January 2020. Prior to that, Ms. Mims served with Paul Hastings, LLP, a private law firm, as Managing Director of Corporate Social Responsibility. From May 2000 until April 2014, she served with ING U.S. in roles of increasing responsibility, and ultimately as Senior Vice President, Office of Corporate Responsibility, U.S. Chief Diversity Officer and President of the ING/Voya Financial Foundation. Ms. Mims also serves as the Chair of the Thirty Percent Coalition. Ms. Mims has been acknowledged with numerous awards including CSR Executive of the Year, In-House Diversity Champion, Top 100 Blacks in Corporate America and has been recognized as Woman of the Year by multiple organizations. Ms. Mims holds a Juris Doctor degree and a BSc. in criminal justice from the University of South Carolina. We believe Ms. Mims’ significant M&A integration, corporate social responsibility and marketing experience within the healthcare industry makes her well qualified to serve as a member of our board of directors. Number and Terms of Office of Officers and Directors We intend to have three 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 Nasdaq 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 Nasdaq. The term of office of the first class of directors, consisting of Rhonda R. Mims, will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of Kenneth A. Burdick, will expire at the second annual meeting of stockholders. The term of office of the third class of directors, consisting of Beau Garverick and Randy Simpson, 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, 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 Chairman of the Board, Chief Executive Officer, President, Chief Financial Officer, Vice Presidents, Secretary, Treasurer and such other offices as may be determined by the board of directors. Director Independence Nasdaq listing standards require that a majority of our board of directors be independent. An “independent director” is defined generally a person that the company’s board of directors affirmatively determines 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 Mr. Burdick and Ms. Mims are “independent directors” as defined in Nasdaq listing standards and applicable SEC rules. Pursuant to Nasdaq’s phase-in rules for newly listed companies, we have one year from the date on which we are first listed on Nasdaq for a majority of our board of directors to be independent. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Officer and Director Compensation None of our officers or directors has received any cash compensation for services rendered to us. Commencing on the date of this prospectus, we have agreed to pay an affiliate of our sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. No compensation of any kind, including finder’s and consulting fees, will be paid to our sponsor, officers and directors, 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 97 Table of Contents 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 by us to our sponsor, officers or directors, 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 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 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 Directors Our board of directors will have three standing committees: an audit committee; a nominating committee; and a compensation committee. Subject to phase-in rules and a limited exception, the rules of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors. Subject to phase-in rules and a limited exception, the rules of Nasdaq require that the nominating and compensation committees 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. Mr. Garverick, Mr. Burdick and Ms. Mims will serve as members of our audit committee, and Mr. Burdick will serve as chairman of the audit committee. Under Nasdaq listing standards and applicable SEC rules, a majority of the directors on the audit committee must be independent within 90 days of listing and all the directors on the audit committee must be independent within one year of listing. We intend to identify one additional independent director to serve on the audit committee within the applicable time periods. Our board of directors has determined that Mr. Burdick and Ms. Mims are independent. Mr. Garverick does not meet the independent director standard under Rule 10A-3(b)(1) of the Exchange Act. Each member of the audit committee is financially literate and our board of directors has determined that Mr. Burdick qualifies as an “audit committee financial expert” as defined in applicable SEC rules, and will chair the audit committee. 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 permitted 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 they have with us in order to evaluate their continued independence; 98 Table of Contents • 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 independent registered public accounting 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 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. Director Nominations We do not have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq rules. In accordance with Rule 5605 of Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by the board of directors. The board of directors believes that its independent director can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The director who will participate in the consideration and recommendation of director nominees is Mr. Burdick. In accordance with Rule 5605 of Nasdaq rules, such director is independent. As there is no standing nominating committee, we do not have a nominating committee charter in place. The board of directors will also consider director candidates recommended for nomination by our stockholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders). Our stockholders that wish to nominate a director for election to our board of directors should follow the procedures set forth in our bylaws. We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, profes Compensation Committee Prior to the consummation of this offering, we will establish a compensation committee of the board of directors. The members of our compensation committee will be Ms. Mims, Mr. Garverick and Mr. Burdick, and Ms. Mims will serve as chairman of the compensation committee. Under Nasdaq listing standards, subject to phase-in rules, we are required to have a compensation committee composed entirely of independent directors. Because we expect to list our securities on Nasdaq in connection with our initial public offering, our compensation committee must have one independent member at the time of listing, a majority of independent members within 90 days of listing, and consist of all independent members within one year of listing. We intend to identify two additional independent directors to serve on the audit committee within the applicable time periods. Our board of directors has determined that Mr. Burdick and Ms. Mims are 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 Chief Executive Officer’s compensation, 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; 99 Table of Contents • reviewing and approving on an annual basis the compensation of all 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, other than the $10,000 per month administrative fee payable to an affiliate of our sponsor and reimburseme