Our directors, director nominees and officers are as follows: Name Age Title Christopher Longo 47 Chief Executive Officer, Director Robert Schwarz 51 Chief Financial Officer, Treasurer and Secretary Adam Karkowsky 45 Non-Executive Chairman J. Eric Smith 63 Director Nominee Bradley Tusk 47 Director Nominee Nicolas D. Zerbib 49 Director Nominee Christopher Longo is one of our founders and our Chief Executive Officer and a Director. Mr. Longo served as AmTrust’s Chief Information Officer from 2006 to 2019 and as its Chief Operating Officer from 2016 to 2019. During this time, AmTrust successfully closed and integrated more than 40 acquisitions and investments. In 2019, Mr. Longo founded Novum, a technology-focused commercial insurance managing general agent and brokerage. He is an industry thought leader in technology and large-scale insurance operations. Mr. Longo is responsible for developing or co-developing multiple unique proprietary software applications, all managed on a single operating platform and architecture and created the AmTrust Innovation Lab whose primary purpose was to take advantage of the growing InsurTech market. Mr. Longo was selected as our Chief Executive officer and to serve on our board of directors due to his extensive experience in the insurance industry as well as his combined leadership experience in technology and insurance operations and experience identifying and partnering with InsurTech companies. Robert Schwarz is our Chief Financial Officer, Treasurer and Secretary. He recently served as Chief Accounting Officer and Senior Vice President at AmTrust from 2017 to 2020, where he led a team of over 150 finance professionals to drive an overall financial transformation of the company. Prior to his employment at AmTrust, Mr. Schwarz was Vice President and Assistant Controller at Assurant, Inc. Mr. Schwarz was selected as our Chief Financial Officer, Treasurer and Secretary due to his financial leadership experience. Adam Karkowsky, one of our founders and our Non-Executive Chairman, is President of AmTrust and previously served as AmTrust’s Chief Financial Officer and Executive Vice President, Strategic Development and Mergers & Acquisitions. While at AmTrust, Mr. Karkowsky has led more than 40 strategic acquisitions and investments that span the insurance value chain including carriers, managing general agents, agencies and InsurTech startups. Prior to AmTrust, Mr. Karkowsky served in various finance and strategy roles in the private equity and insurance industries, including as Vice President, Mergers & Acquisitions Insurance Group at American International Group, Inc. Mr. Karkowsky brings to the company considerable experience in strategic development and finance in the insurance industry, as well as a track record of executing strategic acquisitions and investments in the insurance industry, including in the InsurTech sector. J. Eric Smith is a Director Nominee of the company. Mr. Smith recently retired as President and CEO of Swiss Re Americas. He was also a member of the Group Executive Committee of Swiss Re Ltd. He joined Swiss Re in July 2011. Prior to this, he served in leadership roles at both Allstate and USAA. First, he served as President, Financial Services at Allstate and then as President of USAA Life Insurance Co. He began his career at Country Financial, where he worked for two decades in various roles in property and casualty insurance. Mr. Smith is currently a board member of QBE Insurance Group, Deutsche Bank Americas and Health iQ. Mr. Smith brings significant industry-specific knowledge and leadership experience to our board of directors. Bradley Tusk is a Director Nominee of the company. Mr. Tusk is a venture capitalist, political strategist, philanthropist and writer. He is the founder and Chief Executive Officer of Tusk Holdings, which includes Tusk Ventures, Tusk Strategies, Tusk Philanthropies and Ivory Gaming. Mr. Tusk is also a Managing Director of Tusk Venture Partners, a venture capital fund that invests solely in early stage start-up companies in highly regulated industries. He has served as founder and Chief Executive Officer of Tusk Strategies, a political consulting firm, since 2010. Since 2015, he has served as Co-Founder and Chairman of Ivory Gaming Group, a casino management company. 107 Table of Contents He is currently Chairman of IG Acquisition Corp., a blank check company that raised $300,000,000 in its initial public offering in October 2020 which is pursuing a business combination in the in the leisure, gaming or hospitality industries. Mr. Tusk brings significant experience and leadership in highly regulated industries and in politics. Nicolas D. Zerbib, a Director Nominee, joined Stone Point in 1998 and is currently a Senior Principal and a member of its investment committee. Mr. Zerbib has served as director of VantageSouth Bancshares, Inc., Piedmont Community Bank Holdings, Inc. and Yadkin Bank and Yadkin Financial Corporation. Mr. Zerbib serves as a director of Alliant Insurance Services Inc, DealerPolicy, a digital insurance solutions provider, and Mitchell International, Inc., an insurance claims management company. He has also served as a director of several other Stone Point portfolio companies, including The ARC Group, LLC, a wholesale insurance broker, Amherst Holdings, LLC, a financial services holding company, and StoneRiver Group, L.P., a provider of insurance technology, professional services and outsourcing solutions to the insurance industry. From 2005 to 2007, Mr. Zerbib served as director for James River Group, Inc., an insurance holding company that was publicly traded until December 2007. As a partner of a private equity firm investing in financial services companies, Mr. Zerbib brings significant industry knowledge and industry-specific financial expertise to our board of directors. Number and Terms of Office of Directors and Officers Upon the effectiveness of the registration statement of which this prospectus forms a part, we expect that our board of directors will consist of members. Holders of our founder shares will have the right to elect all of our directors prior to consummation of our initial business combination and holders of our public shares will not have the right to vote on the election of directors during such time. These provisions of our amended and restated certificate of incorporation may only be amended if approved by a majority of at least 90% of our common stock voting at a stockholder meeting. 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 and , will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of and , 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. Subject to any other special rights applicable to the stockholders, any vacancies on our board of directors may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of our board that includes any directors representing our sponsor then on our board, or by a majority of the holders of our founder shares. 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 will provide that our officers may consist of a Chief Executive Officer, a President, a Chief Financial Officer, Vice Presidents, a Secretary, Assistant Secretaries, a Treasurer, Assistant Treasurers and such other offices as may be determined by the board of directors. Director Independence The rules of the Nasdaq 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, shareholder or officer of an organization that has a relationship with the company). We expect to have “independent directors” as defined in the Nasdaq rules and applicable SEC rules prior to completion of this offering. Our board has determined that each of Adam Karkowsky, J. Eric Smith, Bradley Tusk and Nicolas D. Zerbib, is an independent director under applicable SEC and Nasdaq rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Executive Officer and Director Compensation None of our directors or officers have received any compensation for services rendered to us. Our sponsor, directors, officers and 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 by us to our sponsor, directors, officers or our or any of their respective affiliates. 108 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 compensation from the combined company. All compensation 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 to our officers after the completion of our initial business combination will be determined by a compensation committee constituted solely by independent directors. We are not party to any agreements with our executive directors and officers that provide for benefits upon termination of employment. The existence or terms of any such employment or consulting arrangements may influence our management’s motivation in identifying or selecting a target business, and we do not believe that the ability of our management to remain with us after the consummation of our initial business combination should be a determining factor in our decision to proceed with any potential business combination. Committees of the Board of Directors Upon the effective date 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 and corporate governance committee. Both our audit committee and our compensation committee will be composed solely of independent directors. Subject to phase-in rules, the rules of Nasdaq and Rule 10A-3 under the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and the rules of Nasdaq require that the compensation committee and the nominating and corporate governance committee of a listed company be comprised solely of independent directors. Each committee will operate under a charter that will be approved by our board 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 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. The members of our audit committee will initially be J. Eric Smith, Nicolas D. Zerbib and Adam Karkowsky, who will serve as chair of the audit committee. 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 purpose and 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) our independent auditor’s qualifications and independence, and (4) the performance of our internal audit function and independent auditors; • 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 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; • 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 (1) the independent auditor’s internal quality-control procedures and (2) any material issues raised by the most 109 Table of Contents 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; • meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent auditor, 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 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 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. The members of our compensation committee will be Bradley Tusk, Nicolas D. Zerbib and Adam Karkowsky, who will serve as chair of the compensation committee. We will adopt a compensation committee charter, which will detail the purpose and responsibility 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; • reviewing and making recommendations to our board of directors with respect to (or approving, if such authority is so delegated by our board of directors) the compensation, and any incentive-compensation and equity-based plans that are subject to board approval of all of our other officers; • 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 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, independent 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 Nasdaq and the SEC. 110 Table of Contents Nominating and Corporate Governance Committee Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish a nominating and corporate governance committee of the board of directors. The members of our nominating and corporate governance committee will be Bradley Tusk, and Adam Karkowsky, who will serve as chair of the nominating and corporate governance committee. We will adopt a nominating and corporate governance committee charter, which will detail the purpose and responsibilities of the nominating and corporate governance committee, including: • identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the board, and recommending to the board of directors candidates for nomination for election at the annual meeting of stockholders or to fill vacancies on the board of directors; • developing and recommending to the board of directors and overseeing implementation of our corporate governance guidelines; • coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the company; and • reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary. The charter will also provide that the nominating and corporate governance committee may, in its sole discretion, retain or obtain the advice of, and terminate, any search firm to be used to identify director candidates, and will be directly responsible for approving the search firm’s fees and other retention terms. 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, professional reputation, independence, wisdom, and the ability to represent the best interests of