Our officers, directors and director nominees are as follows: Name ​ ​ Age ​ ​ Position ​ Robert Palmisano ​ ​ ​ ​ 76 ​ ​ ​ Chairman and Chief Executive Officer ​ Vikram Malik ​ ​ ​ ​ 58 ​ ​ ​ President and Director ​ Oleg Grodnensky ​ ​ ​ ​ 43 ​ ​ ​ Chief Operating Officer and Chief Financial Officer ​ David Meredith ​ ​ ​ ​ 52 ​ ​ ​ Chief Legal Officer and Secretary ​ Lance A. Berry ​ ​ ​ ​ 48 ​ ​ ​ Director Nominee ​ James A. Lightman ​ ​ ​ ​ 62 ​ ​ ​ Director Nominee ​ Julie B. Andrews ​ ​ ​ ​ 49 ​ ​ ​ Director Nominee ​ Robert Palmisano, 76, has been our Chairman and Chief Executive Officer since December 2020. Mr. Palmisano has over 40 years of experience in various sectors within the healthcare industry and has been in leadership roles at several prominent global medical technology companies. Mr. Palmisano’s first role as President and Chief Executive Officer in the medical technology sector began in 1997, at Summit Technology Inc. (“Summit Technology”), a manufacturer of ophthalmic laser systems, which he held until 2000 when the company was acquired by Alcon Laboratories Inc. From 2001 to 2003, Mr. Palmisano served as President and Chief Executive Officer of MacroChem Corporation, a specialty pharmaceutical company that develops and commercializes topical pharmaceutical products. In 2003, Mr. Palmisano became the President and Chief Executive Officer of IntraLase Corp. (“IntraLase”), an ophthalmic laser technology company with a post-money valuation of $74 million at the time. Mr. Palmisano guided IntraLase through its initial public offering in 2004, with a post-money valuation of approximately $340 million, until its 2007 acquisition by Advanced Medical Optics, Inc. (“Advanced Medical Optics”) in a transaction valued at approximately $800 million in equity value. Following the sale of IntraLase, Mr. Palmisano became Chief Executive Officer of ev3 Inc. (“ev3”) in 2008, a global endovascular device company, which had a market capitalization of approximately $790 million, and held the role until 2010 when the company was acquired by Covidien plc (“Covidien”) in a transaction valued at approximately $2.6 billion in equity value. Following the sale of ev3, Mr. Palmisano became the President and Chief Executive Officer of Wright Medical Group N.V. (“Wright Medical”) in 2011, which had a market capitalization of approximately $850 million, and held the role until 2020 when the company was acquired by Stryker Corporation (“Stryker”) (NYSE:SYK) in a transaction valued at $4.7 billion in equity value. Mr. Palmisano previously served on the board of directors of Avedro, Inc., ev3 Inc., Osteotech, Inc., (NYSE: MDT) Advanced Medical Optics, Inc., Entellus Medical, Inc. and Bausch & Lomb. We believe Mr. Palmisano is qualified to serve on our board of directors due to his executive experience with several prominent global medical technology companies. Vikram Malik, 58, has been our President and a Director since December 2020. Mr. Malik has 34 years of experience in investment banking, private growth equity investments, business strategy and business development as well as corporate governance through several board positions. Mr. Malik began his investment banking career in 1987 at Swiss Bank Corporation in cross border mergers and acquisitions. After 26 years on Wall Street at various firms such as Chase Manhattan Bank, Dresdner Bank, Credit Suisse First Boston, Banc of America Securities and Bank of America Merrill Lynch, advising on M&A, equity and debt capital raising, leveraged buyouts and private placements, he retired from investment banking as Vice Chairman Investment Banking of Deutsche Bank Securities in 2013. During a very successful career on Wall Street, Mr. Malik led over $100 billion of M&A, equity and debt transactions, including some ground breaking deals such as the creation of the world’s largest dialysis products and services company, Fresenius Medical Care AG & Co. KGaA (“Fresenius”) (NYSE: FMS), in a complex, $4.2 billion, cross border, Leveraged Reverse Morris Trust transaction in 1996, which was awarded M&A Deal of The Year accolades by The Wall Street Journal. Mr. Malik’s experience also includes the $4 billion acquisition of Renal Care Group, Inc. by Fresenius in 2005, the $4.5 billion acquisition of ophthalmology leader Bausch & Lomb by Warburg Pincus LLC in 2007, and the $2 billion acquisition of a vascular access products company, Arrow International, Inc., by Teleflex Incorporated in 2007, which began its transformation from an industrial 107 TABLE OF CONTENTS conglomerate into a medical products company, today known as Teleflex Medical. Additionally, Mr. Malik participated in the $4.3 billion spin-off of medical products conglomerate CareFusion Corp. (“CareFusion”) from Cardinal Health, Inc. (NYSE:CAH), in 2009. Mr. Malik also played lead roles in the IPOs and listings of many healthcare companies such as Fresenius, AMN Healthcare Services Inc. (NYSE:AMN), Cross Country Healthcare Inc. (Nasdaq: CCRN), IntraLase, Symmetry Medical Inc., NuVasive, Inc. (Nasdaq: NUVA), CareFusion, and Evolus, Inc. (“Evolus”) (Nasdaq: EOLS). We believe Mr. Malik is qualified to serve on our board of directors due to his financial experience in the healthcare industry. Oleg Grodnensky, 43, has been our Chief Operating Officer and Chief Financial Officer since December 2020. Mr. Grodnensky has has over 20 years of experience working in finance, general advisory, business development and operations within the life sciences industry, and brings extensive financial and operational expertise to our company. Mr. Grodnensky began his career on Wall Street in 1998 focusing on leading M&A transactions, restructurings, and equity and debt capital raising in the medical technology and life science sectors. Mr. Grodnensky was part of the healthcare investment banking groups at UBS Warburg, ING Barings/​ABN AMRO, Banc of America Securities and Morgan Joseph, one of the leading SPAC boutique investment banks. At Morgan Joseph, Mr. Grodnensky served as Vice President and was responsible for new business originations and coverage of leading medical technology and life sciences companies. During his 10 year career in investment banking, Mr. Grodnensky developed a strong foundation for his business network backed by over 30 advisory roles totaling $17 billion in value. In 2008, Mr. Grodnensky transitioned from investment banking to operational business development and principal investment roles, starting with Alfa Bank in Moscow, Russia where he enabled the recovery of approximately $2 billion of the Bank’s corporate loan portfolio resulting in substantial returns to the bank’s P&L at a time when the global economy was emerging from the subprime crisis. In 2010, Mr. Grodnensky founded HV Capital, where he provided operational turnaround, strategic business development and buy-side advisory services to global healthcare and private equity firms, and acted as a principal investor in growth and venture opportunities. In May 2019, Mr. Grodnensky joined Strathspey Crown as a Partner focusing on strategic business development and capital deployment for its healthcare portfolio and currently serves as an observer on the boards of AEON Biopharma and Alphaeon Credit. In September 2020, Mr. Grodnensky founded Priveterra to focus on strategic opportunity investments into, and business incubation of, identified targets across healthcare and financial technology sectors. Mr. Grodnensky received his BS in Economics and Mathematics from Duke University in 1998. David Meredith, 52, has been our Secretary and Chief Legal Officer since December 2020. Mr. Meredith has over 25 years of experience advising on corporate transactions, investments and securities offerings. Mr. Meredith began his legal career in New York in 1995, advising on transactions with Mr. Grodnensky in healthcare, life sciences and pharmaceuticals. In public markets activity, Mr. Meredith has advised in connection with equity capital markets financings in New York and London by companies such as Arena Pharmaceuticals, Inc. (Nasdaq: ARNA), Incyte Corp (Nasdaq: INCY), Hologic, Inc. (Nasdaq: HOLX), Auxilium Pharmaceuticals, Inc., Innovative Drug Delivery Systems, Molecular Devices and Elekta AB (OTC: EKTAF). In debt capital markets, Mr. Meredith has advised clients in connection with high yield bond financings for rehabilitative healthcare. Mr. Meredith was a partner at Weil, Gotshal & Manges LLP (“Weil”), from 2007 through 2014. While in Weil’s Shanghai and Hong Kong offices, Mr. Meredith advised multinational corporations on their M&A and joint venture transactions in China as well as private equity funds in growth and venture capital investments. In Weil’s London office, Mr. Meredith advised private equity backed companies on dual track and IPO exits and high yield bond financings. From 2015 to 2018, Mr. Meredith was with the Qatar Investment Authority, where he became Head of Legal at a private equity unit with $1 billion under management that invested or operated in seven countries. Mr. Meredith returned to China in 2018 as partner with an offshore law firm, where he advised clients in matters such as the acquisition by New Frontier Corporation, a NYSE listed SPAC, of United Family Healthcare to create one of China’s largest publicly listed integrated private healthcare services companies. Mr. Meredith received a B.A. in Political Science from the George Washington University in 1991 and a J.D. from the George Washington University Law School in 1995. Lance A. Berry, 48, will serve on our board of directors following the completion of this offering. Mr. Berry has over fifteen years’ of experience in senior leadership roles for Wright Medical Group N.V. (Nasdaq: WMGI), a $1 billion global healthcare growth company. From January, 2019 to November, 2020, Mr. Berry was Executive Vice President, Chief Financial and Operations Officer, overseeing all aspects of 108 TABLE OF CONTENTS corporate strategy, finance, tax, accounting, supply chain, manufacturing, digital strategy and execution, business development, information technology and investor relations on a global basis at Wright Medical Group. Working with Mr. Palmisano at Wright Medical, Mr. Berry oversaw many successful mergers and acquisitions, which included a variety of financing transactions. Notable transactions include the approximately $5.4 billion sale of Wright Medical to Stryker Corp. (NYSE: SYK) in 2019, Wright Medical’s $3.4 billion in equity value acquisition of Tornier N.V. in 2014, and the approximately $300 million carve out and sale of Wright Medical’s hip and knee business to Microport in 2014. Mr. Berry has also served on the board of directors of Vapotherm Inc. (NYSE: VAPO) since January 2020. Prior to assuming his role as Executive Vice President, Chief Financial and Operations Officer, Mr Berry was Senior Vice President and Chief Financial Officer of Wright Medical from 2009 to January 2019 and Corporate Controller from 2002 to 2009. Mr. Berry and Mr. Palmisano have worked with one another for nine years. Mr. Berry also worked with Mr. Malik during his time as CFO of Wright Medical. We believe Mr. Berry is qualified to serve on our board of directors due to his M&A experience in the healthcare industry. James A. Lightman, 62, will serve on our board of directors following the completion of this offering. Mr. Lightman has over two decades of corporate legal experience and brings a diverse skill set in managing complex legal and business matters for public and private healthcare and medical device companies. He has held chief legal officer positions with leading healthcare technology companies including Eyeonics, Inc., IntraLase Corp., Summit Autonomous Inc., Amicore, Inc. and Wright Medical Group, N.V. From 2008 to 2009, Mr. Lightman served as Vice President and Assistant General Counsel at Bausch & Lomb, where he most recently held the position of Vice President, Global Sales Operations until 2011. In 2011, Mr. Lightman joined Wright Medical Group, Inc. as Senior Vice President, General Counsel and Secretary, a position he held until November, 2020, when Wright was acquired by Stryker Corp. In December, 2020, Mr. Lightman was appointed Senior Vice President and General Counsel of Vapotherm, Inc., the position he currently holds. Mr. Lightman holds a juris doctor degree cum laude from the Boston University School of Law and a bachelor's degree magna cum laude from the Boston University School of Management. He is a member of the Massachusetts Bar. Over the last twenty two years, Mr. Lightman and Mr. Palmisano have worked together in multiple healthcare technology companies. Mr. Lightman, while acting as General Counsel at IntraLase and Wright, worked with Mr. Malik as well. We believe Mr. Lightman is qualified to serve on our board of directors due to his corporate legal experience in public and private healthcare technology companies. Julie B. Andrews, 49, will serve on our board of directors following the completion of this offering. Ms. Andrews has over fifteen years’ experience in senior finance leadership roles with leading medical technology companies and brings a broad skill set in executing strategic initiatives and leading global finance organizations. From August, 2019 to November, 2020, Ms. Andrews held the position of Senior Vice President, Global Finance with Wright Medical Group N.V. (Nasdaq: WMGI) with responsibility for the finance, accounting, tax and treasury functions. During her time at Wright Medical, Ms. Andrews played key leadership roles in several successful mergers and acquisitions. These included leading the divestiture and carve-out of the approximately $300 million sale of the hip and knee business to Microport, providing leadership oversight for Wright Medical’s $3.3 billion in equity value acquisition of Tornier, N.V., and leading the diligence and integration planning of the sale of Wright Medical to Stryker Corp. Ms. Andrews was Vice President, Chief Accounting Officer from October 2015 to August 2019. Prior to joining Wright Medical, Ms. Andrews spent fourteen years at Medtronic, Inc., a global medical device company. During her tenure with Medtronic, Ms. Andrews held numerous key financial positions including Vice President, Finance (Business Unit CFO) for the $3.5 billion Spine and Biologics business. Ms. Andrews began her career working with Thomas & Betts Corporation in Memphis, Tennessee and Thomas Havey, LLP in Chicago, Illinois. Ms. Andrews received a BS in Accounting from Indiana University NW in 1993. Ms. Andrews and Mr. Palmisano have worked with one another for eight years. We believe that Ms. Andrews is qualified to serve on our board of directors due to her financial experience in the healthcare industry. 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 officers as it deems appropriate pursuant to our amended and restated certificate of incorporation. Director Independence Nasdaq rules 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 who, in the opinion of the 109 TABLE OF CONTENTS 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). We expect to have three “independent directors” as defined in Nasdaq rules and applicable SEC rules prior to completion of this offering. Our board of directors has determined that Julie Andrews, James Lightman and Lance Berry are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Executive Officer and Director Compensation Except as disclosed herein, none of our executive officers or directors have received any cash compensation for services rendered to us. Commencing on the date that our securities are first listed on Nasdaq through the earlier of consummation of our initial business combination and our liquidation, we will pay up to $25,000 per month for administrative and other services, of which $10,000 per month will be paid to our sponsor for office space and administrative services provided to members of our management team and up to $15,000 will be used to compensate our Chief Operating Officer and Chief Financial Officer and Chief Legal Officer and Secretary for a portion of their time spent on our affairs. In addition, subject to approval by our audit committee, we may pay members of our board of directors for advisory or consulting services that may be provided to us in connection with our initial business combination and our sponsor, executive officers and directors, or any of their respective affiliates 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. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, executive officers or directors, or our or their affiliates. Any such payments prior to an initial business combination will be made from 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 executive officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination. Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid by the company to our sponsor, executive officers and directors, or any of their respective affiliates, prior to completion of our initial business combination. 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 proxy solicitation materials or tender offer 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 executive officer and director compensation. Any compensation to be paid to our executive 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 executive 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 pos