Our officers, directors and director nominees are as follows: Name Age Position Samuel Katz 55 Chief Executive Officer and Director Sheera Michael 58 Chief Financial Officer Kenneth Esterow 56 President and Director JoAnne Kruse 54 Chief Talent Officer Richard Smith 67 Director Nominee Samuel Katz founded TZP in March of 2007. Mr. Katz began his career in 1986 as a financial analyst at Drexel Burnham Lambert. From 1988 to 1992, he was an Associate and Vice President at The Blackstone Group, where he worked on nearly $3 billion of private equity transactions, including the initial LBOs of several hotel franchise brands, which created the predecessor to Cendant Corporation, a public company conglomerate and provider of business and consumer services, primarily within the real estate, travel and marketing industries. From 1992 to 1995, Mr. Katz invested in private and public equity as Co-Chairman of Saber Capital, Inc. and Vice President of Dickstein Partners Inc. He joined Cendant in 1996 and through 2005 led the execution of over $35 billion of transactions as the most senior corporate and strategic development executive within the public company. He also served on Cendant’s Investment Committee and held various operating and management roles, including CEO of Cendant Internet Group (2000), Chairman and CEO of Travelport Limited (2001-2005), Co-Chairman of Affinion Group, Inc. (2003-2005) and Chairman and CEO of the Financial Services division (2003). After Cendant, he joined MacAndrews & Forbes Holdings, Inc. as CEO of MacAndrews & Forbes Acquisition Holdings Inc. (2006-2007). Mr. Katz serves as a member of the Boards of Directors of BQ Resorts, LLC, Lift Brands, Inc., BigName Holdings LLC d/b/a Envelopes.com, Family Entertainment Group, LLC, HomeRiver Group Holdings, LLC, Pyramid Management Holdings, LLC, Hylan Holdings LLC, Triangle Home Fashions Holdings, LLC, Whitestone Home Furnishings, LLC (d/b/a The Saatva Company) and Dwellworks Investors, LLC. He also serves as a member of each of TZP’s investment committees. Mr. Katz received his B.A. magna cum laude in Economics from Columbia College. He is a director of PennantPark Investment Corporation and PennantPark Floating Rate Capital Ltd., and serves as a member of both the Executive Committee of YRF Darca and the Managing Board of Darca and of the Board of Advisors of Columbia University Medical Center. Sheera Michael, joined TZP in July 2007 and serves as its Chief Financial Officer and Chief Administrative Officer. Ms. Michael began her career in 1982 as a Financial Analyst at Warner Publisher Services, Inc., a division of Time Warner Inc., and after two years became the Assistant Controller of the division. In 1986, she was promoted to Director of Financial Services and then Vice President/Treasurer. Among her responsibilities during her 14-year tenure at Time Warner Inc. was working closely with the financial executives of the division’s clients and overseeing the division’s annual disbursements to publishers. In 1997, Ms. Michael became CEO of Dicar Diamond Tool, a family-owned business, which she managed, expanded and ultimately sold. Ms. Michael serves as a board member of the NY Private Equity & VC Chapter of the Financial Executive’s Alliance (FEA). Ms. Michael received her M.B.A. from Leonard N. Stern School of Business at New York University and her B.S. in Finance from Stern College. Kenneth Esterow has been a Partner in TZP’s Portfolio Operations Group since February of 2018. From January of 2014 to November of 2017, Mr. Esterow served as President, Chief Executive Officer, and Director of 117 Table of Contents Bankrate, Inc. (NYSE: RATE), until the sale of Bankrate to Red Ventures in November of 2017. He served as Bankrate’s Senior Vice President—Chief Operating Officer from September of 2013 to December of 2013. From 2012 to 2013, Mr. Esterow was a “CEO1st Partner” for Frontenac Company, a Chicago-based private equity firm. From 2007 until 2011, Mr. Esterow was the President and CEO of GTA by Travelport, a global online B2B travel distributor. Mr. Esterow spent six years (2000 – 2006) at Cendant Corporation, where he held the positions of Senior Vice President, eCommerce Development, Chief Business Development Officer, Executive Vice President, Supplier Services and President and CEO, Travel Industry Services, Americas. Earlier in his career, Mr. Esterow held a number of executive positions at The Netmarket Group and Deloitte Management Consulting. Mr. Esterow also served as a director of Orbitz Worldwide (NYSE: OWW). Mr. Esterow serves on the Board of Directors for Triangle Home Fashions, LLC., Pyramid Hotel Group, LLC., Awareness Technologies, Inc. and Lift Brands, Inc. Mr. Esterow received his M.B.A from The Wharton School and his B.A. in Biology from the University of Pennsylvania. Mr. Esterow’s qualifications to service on as a Director include his extensive experience leading and advising global high growth businesses. JoAnne Kruse joined TZP Group as a Partner, Talent in July 2019. Her thirty-year career as a Human Resource executive covers a wide array of industries, including financial services, consumer products, technology, and travel. JoAnne began her career in the management development program with Chase Manhattan Bank in 1988. From 1991 to 1994, while completing her MA in Organizational Psychology at Columbia University, she took on progressively greater HR responsibilities at Clairol Inc, a division of Bristol-Myers Squibb. She spent the following five years at PepsiCo and Frito-Lay in human resource roles including corporate finance, field sales, manufacturing and distribution in the Northeast and Midwest. JoAnne joined Cendant in 1999, where she began what would ultimately become a 20+ year working relationship with Sam Katz. In a series of senior leadership HR roles in real estate, corporate and travel, JoAnne served as Chief HR Officer for what ultimately was acquired by Blackstone in 2006 as Travelport Ltd. Beginning in 2009, she spent nearly six years as a small-business entrepreneur, building her own HR and talent development consulting firm, HCpartners, with a diverse client portfolio ranging from the Fortune 100 to technology start-ups. She returned to a corporate role as the Chief Human Resource Officer of American Express Global Business Travel in 2014 as part of the executive team that carved-out the nearly 16,000-team member global enterprise to form a stand-alone joint venture between American Express and private-equity firm Certares. JoAnne was at American Express until 2018 and joined TZP Group in 2019, after a brief break. Ms. Kruse received her Master of Arts in Organizational Psychology from Columbia University and her Bachelor of Science in Industrial and Labor Relations from Cornell University. Richard Smith is the retired Chairman, Chief Executive Officer and President of Realogy Holdings Corp. (“Realogy”), a global leader in residential real estate franchising with company-owned real estate brokerage operations as well as relocation, title and settlement services. Prior to his retirement in December 2017, Mr. Smith led Realogy’s business operations for 21 years. Under Mr. Smith’s leadership, Realogy was recognized as one of the World’s Most Ethical Companies by Ethisphere Institute for six consecutive years. In 2012, the Company completed one of the largest initial public offerings of the year and in 2014, it acquired ZipRealty Inc. to leverage its innovative technology platform across Realogy’s franchise brands and company-owned brokerage operations in the United States. Mr. Smith is a former member of the Business Roundtable, an association of chief executive officers of leading U.S. companies, a former commissioner on the Bipartisan Policy Center’s Housing Commission and previously served on the executive committee of the Policy Advisory Board for Harvard University’s Joint Center for Housing Studies. Mr. Smith is currently a member of the board of directors of OneMain Holdings, Inc., a NYSE-listed company headquartered in Evansville, Indiana. Mr. Smith was previously a member of the board of directors of Total Systems Services, Inc, a NYSE-listed company headquartered in Columbus, Georgia, 118 Table of Contents until its acquisition by Global Payments Inc. in 2019. Mr. Smith is also a current member of various private boards, including the Columbus State University Foundation Board of Trustees and W.C. Bradley Co., a privately-owned company headquartered in Columbus, Georgia that provides high quality consumer goods and services primarily within the home and leisure lifestyle markets. Mr. Smith earned his B.S. degree from Columbus State University and received his M.S. degree from Troy State University. Number and Terms of Office of Officers and Directors Our board of directors is 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 shareholders) serving a three-year term. In accordance with the 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 the Nasdaq. The term of office of the first class of directors, consisting of , will expire at our first annual meeting of shareholders. The term of office of the second class of directors, consisting of , will expire at our second annual meeting of shareholders. The term of office of the third class of directors, consisting of and , will expire at our third annual meeting of shareholders. 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 on or prior to the closing of this offering, our sponsor, upon and following consummation of an initial business combination, will be entitled to nominate three individuals for election to our board of directors, as long as the sponsor holds any securities covered by the registration and shareholder rights agreement. 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 amended and restated memorandum and articles of association as it deems appropriate. Our amended and restated memorandum and articles of association will provide that our officers may consist of one or more 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 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. Our board of directors has determined that and are “independent directors” as defined in the Nasdaq listing standards. 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 Nasdaq through the earlier of consummation of our initial business combination and our liquidation, we will reimburse an affiliate of our sponsor for office space, secretarial and administrative services provided to us in the amount of $10,000 per month. In addition, our 119 Table of Contents sponsor, executive officers and directors, or 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 sponsor may transfer founder shares or private placement warrants to our officers or directors as compensation for their services to us. Our audit committee will review on a quarterly basis all payments that were made by us to our sponsor, executive officers or directors, or their affiliates. Any such payments prior to an initial business combination will be made using 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 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 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 shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders 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 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 nominating committee and a compensation committee. Subject to phase-in rules and a limited exception, the rules of the 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 the Nasdaq require that the compensation committee and the nominating 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. Our board of directors has determined that each of and are independent under the Nasdaq listing standards and applicable SEC rules. will serve as the Chairman of the audit committee. Under the Nasdaq listing standards and applicable SEC rules, all the directors on the audit committee 120 Table of Contents must be independent. Each member of the audit committee is financially literate and our board of directors has determined that and qualify as an “audit committee financial expert” as defined in applicable SEC rules. The audit committee is responsible for: • meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems; • monitoring the independence of the independent registered public accounting firm; • verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; • inquiring and discussing with management our compliance with applicable laws and regulations; • pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed; • appointing or replacing the independent registered public accounting firm; • determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent registered public accounting firm regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; • establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; • monitoring compliance on a quarterly basis with the terms of this offering and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of this offering; and • reviewing and approving all payments made to our existing shareholders, executive officers or directors and their respective affiliates. Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval. Nominating Committee Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish a nominating committee of our board of directors. The members of our nominating committee will be and , and will serve as chairman of the nominating committee. Under the Nasdaq listing standards, we are required to have a nominating committee composed entirely of independent directors. Our boa