Our officers, directors and director nominees are as follows: Name Age Position Joseph R. Shaposhnik 37 Chairman and Chief Executive Officer Richard Villa 58 Chief Financial Officer and Secretary Meredith Jackson 61 Management Director Nominee Carol P. Lowe 55 Director Nominee Joseph R. Shaposhnik has been our Chief Executive Officer since December 2020 and will serve as Chairman of the Board of Directors following the completion of this offering. Mr. Shaposhnik established TCW’s New America business unit in 2015 and serves as Managing Director and Portfolio Manager of TCW New America Premier Equities, Global Premier ESG Equities, and Global Space Technology Equities portfolios. He previously served as a Senior Equity Analyst in the Equity Research group with coverage responsibility for the industrials and basic materials sectors. Prior to joining TCW in 2011, he was an Equity Research Associate at Fidelity Management and Research Company, with coverage responsibility for the semiconductor and entertainment software sectors for the firm’s U.S. domestic equity funds. Mr. Shaposhnik holds a BS in Business Administration from the Haas School of Business at the University of California, Berkeley, and an MBA from the UCLA Anderson School of Management. Richard Villa has been our Chief Financial Officer and Secretary since December 2020. Mr. Villa is the Chief Financial Officer responsible for managing the financial operations of the TCW Group. Prior to joining TCW as Controller in 2002, Mr. Villa was a Senior Vice President and Director of Finance for Fidelity Federal Bank where he was responsible for the treasury and accounting functions of the bank. Previously, he was an Audit Manager with Deloitte & Touche where he specialized in serving financial services companies, including banks and investment companies. Before that, he was in the management training program of Union Bank of California. Mr. Villa received his BS in Finance from Arizona State University and is a Certified Public Accountant in the state of California and a member of the American Institute of Certified Public Accountants. Meredith Jackson will serve as a Management Director following completion of this offering. Ms. Jackson joined TCW as Executive Vice President and General Counsel in 2013. Ms. Jackson serves as Vice-Chair of the Steering Committee of SIFMA’s Asset Management Group. Ms. Jackson is a member of the Los Angeles Women’s Leadership Council and has been named as one of the Best Lawyers in America, Best Attorneys in Los Angeles, and Preeminent Women Attorneys. Ms. Jackson is a fellow of the American College of Commercial Finance Lawyers and a member of the Board of Governors of the Financial Lawyers Conference. She has served in numerous leadership roles in the Business Law Sections of both the American Bar Association and the California Bar Association, and has guest-lectured at Stanford University Law School and Hastings College of the Law on topics related to debt finance. Prior to joining TCW, she was a partner and head of the debt finance practice at Irell & Manella, and co-chair of the transactional practice group, and was a member of the executive, recruiting and legal opinion committees. Prior to joining Irell, Ms. Jackson was a member and co-chair of the practice committee of Wilson, Sonsini, Goodrich & Rosati. Ms. Jackson earned her AB at Princeton University and her JD at UC Hastings College of the Law. We believe Ms. Jackson’s management and senior legal experience makes her a valuable member of our board of directors. Carol P. Lowe will serve as a Director following completion of this offering. Ms. Lowe joined FLIR Systems, Inc., in November 2017 as Executive Vice President and Chief Financial Officer. FLIR is a world-leading designer, marketer and manufacturer of innovative sensor systems. From June 2012 through October 2017, she served as Senior Vice President and Chief Financial Officer of Sealed Air Corporation, Inc., a global manufacturing company operating in over 62 countries with a wide portfolio of brands. Prior to joining Sealed Air, Ms. Lowe served Carlisle Companies Incorporated (“Carlisle”) from January 2002 through June 2012 in a variety of executive roles including President of Carlisle FoodService Products, President of Trail King Industries, Inc. and Vice President and Chief Financial Officer of Carlisle. Ms. Lowe serves on the board of EMCOR Group, Inc. where she is also a member of the Audit Committee. From October of 2007 to December of 2015, Ms. Lowe also served as a member of the Board of Directors of Cytec Industries, Inc. She received her Bachelor of Science degree in accounting from the University of North Carolina Charlotte and an MBA from the Fuqua School of Business at Duke University. 98 Table of Contents Advisory Board Our current advisory board members are as follows: Brad Buss retired in February 2016 as the Chief Financial Officer of SolarCity Corporation, where he had served since August 2014. Prior to joining SolarCity, he served as Chief Financial Officer and Executive Vice President, Finance and Administration of Cypress Semiconductor Corporation from August 2005 to June 2014. Prior to August 2005, Mr. Buss held various financial leadership roles with Altera Corporation, Cisco Systems, Veba Electronics LLC, and Wyle Electronics, Inc. Mr. Buss has served on the board of directors for QuantumScape since August 2020, AECOM since July 2020 and Advance Auto Parts, Inc. since 2016, In addition, Mr. Buss has served on the board of directors for Marvell Technology Group Ltd. since July 2018, following Marvell’s acquisition of Cavium, Inc., where he had served as a director since July 2016. Mr. Buss has served on the Strategic Advisory Board of Hennessy Capital Investment Corp. V since January 2020. Mr. Buss previously served on the board of directors for Tesla, Inc. from November 2009 until 2019. He currently serves as chair of the Audit Committee of Advance Auto Parts, Inc. and QuantumScape, a member of the Audit Committee of Marvell Technology Group Ltd. and a member of the Nominating and Corporate Governance Committee and the Compensation Committee of AECOM, and he formerly served as a member of the Compensation Committee and Nominating and Governance Committee and as Chair of the Audit Committee for Tesla, Inc. He also served as a director and Chair of the Audit Committee for Café Press Inc. from October 2007 to August 2016. Thomas Tippl has served as Vice Chairman of Activision Blizzard since May 2017. He served as Chief Operating Officer from March 2010 through April 2017. Prior to that, he served as the company’s Chief Corporate Officer from March 2009 until March 2010. In addition, Mr. Tippl served as Activision Blizzard’s Chief Financial Officer from July 2008 until February 2012. Mr. Tippl joined the Company as the Chief Financial Officer of Activision in October 2005. Prior to joining the Company, Mr. Tippl served as the head of investor relations and shareholder services at The Procter & Gamble Company, a manufacturer of consumer goods products, from 2004 to 2005. Mr. Tippl also served as the finance director of Procter & Gamble’s Baby Care Europe division, and as a member of the board of directors of the joint venture between Procter & Gamble and Fater in Italy from 2001 to 2003. Mr. Tippl co-founded Procter & Gamble’s Equity Venture Fund in 1999 and also served as the associate director of acquisitions and divestitures for Procter & Gamble from 1999 to 2001. Prior to 1999, Mr. Tippl served in various financial executive positions for Procter & Gamble in Europe, China and Japan. Mr. Tippl holds a master’s degree in economics and social sciences from the Vienna University of Economics and Business Administration. We currently expect our advisory board members to (i) assist us in sourcing potential business combination targets, (ii) provide their business insights when we assess potential business combination targets and (iii) upon our request, provide their business insights as we work to create additional value in the businesses that we acquire. In this regard, they will fulfill some of the same functions as our board members. However, our advisory board members will not perform board or committee functions, nor will they have any voting or decision making capacity on our behalf. They will also not be subject to the fiduciary requirements to which our board members are subject. We may modify or expand our roster of advisory board members as we source potential business combination targets or create value in businesses that we may pursue or acquire. Number and Terms of Office of Officers and Directors Our board of directors will consist of members divided into three classes with only one class of directors being elected in each year, and with each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term. In accordance with the NYSE 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 the NYSE. 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 and , will expire at the third annual meeting of stockholders. Prior to consummation of our initial business combination, holders of our Class B common stock will have the right to elect all of our directors and remove members of our board of directors for any reason. 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 holders of a majority of at least 90% of the outstanding shares of our common stock voting at a stockholder meeting. Approval of our initial business combination 99 Table of Contents will require the affirmative vote of a majority of our board directors, which must include a majority of our independent directors. Subject to any other special rights applicable to the stockholders, prior to our initial business combination, 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 of directors that includes any directors representing our sponsor then on our board of directors, or by holders of a majority of the outstanding shares of our Class B common stock. 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 The NYSE listing standards require that a majority of our board of directors be independent within one year of our initial public offering. Our board of directors has determined that , and 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. Executive Officer and Director Compensation 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 the NYSE through the earlier of consummation of our initial business combination and our liquidation, we will pay our sponsor $10,000 per month for secretarial and administrative services provided to members of our management team. In addition, 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, directors, advisory board members 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 reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors, executive officers and advisory board members 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. At the closing of our initial business combination, we may pay members of our advisory board a finder’s fee, in the form of cash, common stock or warrants, or a combination thereof, subject to post-closing price target. We also may engage TCW, or another affiliate of our sponsor, as our lead financial advisor in connection with our initial business combination and may pay such affiliate a customary financial advisory fee in an amount that constitutes a market standard financial advisory fee for comparable transactions. Other than the reimbursements and fees outlined in this paragraph, 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, 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 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 positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe 100 Table of Contents 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 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. Subject to phase-in rules and a limited exception, the rules of the NYSE require that the compensation committee of a listed company 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. , and will serve as members of our audit committee, and will chair the audit committee. All members of our audit committee are independent of and unaffiliated with our sponsor and our underwriters. 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 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 registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm; 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 independent registered public accounting firm have with us in order to evaluate their continued independence; • 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 (1) the independent registered public accounting firm’s internal quality-control procedures and (2) 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; • meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, 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, 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