Our officers, directors and director nominees are as follows: Name Age Position Adrian Covey 40 Chief Executive Officer and Director Judge Graham 42 Chief Digital Officer Nicolas Brien 58 Chief Strategy Officer Garrett Schreiber 30 Chief Financial Officer Sanjay Chadda 44 Chairman Nominee and Director Nominee Carla Hendra 64 Director Nominee Michael Lastoria 40 Director Nominee Steve Kassin 35 Director Nominee Ramin Arani 50 Director Nominee Adrian Covey, our Chief Executive Officer and Director, was most recently the Global Managing Director of Growth & Strategy for Accenture Interactive. There, Mr. Covey was responsible for global strategy and directing organic and inorganic investments, including capability and geographic expansions, ventures, and acquisitions. As part of this strategy, Accenture Interactive acquired and integrated over 35 companies globally. Prior to Accenture Interactive, Mr. Covey was the Global Ventures & Acquisitions Lead for Accenture Digital, responsible for strategy and execution across mobility, Internet of Things (“IoT”), marketing, data, and analytics. Prior to that, he held a number of client-facing, financial, and operational roles. Mr. Covey’s experience and success in the digital sector qualify him to serve on our board of directors. Judge Graham, our Chief Digital Officer, is an active investor and an acclaimed author. Mr. Graham has been featured in media outlets like AdWeek, Ad Age, Forbes, Bloomberg, CNBC, Money and many more. From 2015 through 2018, Mr. Graham served as the Chief Marketing & New Business Officer of Ansira, the second-largest independently owned customer relationship management (“CRM”) and digital marketing agency in the United States. As a member of their core deal team, Mr. Graham was instrumental in selling Ansira to Advent International in 2016. Prior to joining Ansira, Mr. Graham was the Co-Founder and President of Sq1, which he sold to Ansira in 2015. He was also the Co-Founder and President of Rassai Interactive. Nicolas Brien, our Chief Strategy Officer, was most recently the CEO of Dentsu Aegis Network Americas. Prior to joining Dentsu in 2017, Mr. Brien was the President of Hearst Marketing Services and the global CEO of iCrossing. from 2014 through 2017, and previously served as the global CEO of McCann Worldgroup, a leading global advertising network, from 2010 to 2012. As CEO of McCann Worldgroup, Mr. Brien headed a multi-disciplinary organization spanning 120 countries and employing 24,000 people. The network is comprised of five high-profile global companies entrusted by many of the world’s largest marketers, including McCann Erickson (the world’s largest advertising agency network); MRM Worldwide (digital marketing/CRM); Momentum (activation/promotion); McCann Healthcare (professional pharma communications); and CRAFT (content production). Mr. Brien had worked previously at The Interpublic Group, as global CEO of IPG Mediabrands and global CEO of UM, one of the industry’s leading media agency networks. Mr. Brien is currently a board director and compensation committee member of Outfront Media, the leading US Out-of-Home company, and serves on the NY Chapter board of the Juvenile Diabetes Research Foundation. Garrett Schreiber, our Chief Financial Officer, is currently the Chief Financial Officer of FST, a hospitality-focused special purpose acquisition company that went public as of August, 2020, and a Partner at &vest since 2019. In 2012, Mr. Schreiber joined RBC Capital Markets as an investment banking analyst. Upon leaving RBC in 2014, Mr. Schreiber joined as an associate with Enhanced Capital, a portfolio company of Stone Point Capital, where he raised two tax-credit capitalized investment funds and a SBIC fund. While there, Mr. Schreiber worked on fundraising, underwriting, and reporting efforts both to the limited partners and to government regulators. Sanjay Chadda will serve on our board of directors following the completion of this offering and serve as the Chairman of the board. Mr. Chadda is currently the co-head of U.S. Investment Banking and co-head of U.S. Technology, Media, Marketing and Information Services investment banking group at Canaccord Genuity. Mr. Chadda has led more than 150 transactions during his career and has successfully completed over 50 transactions since the beginning of 2017. He joined Canaccord Genuity through its acquisition in 2019 of Petsky Prunier, a firm he helped build over 103 Table of Contents two decades. He focuses on origination, due diligence, marketing, management, negotiation of M&A, public and private placement transactions, and IPOs. Mr. Chadda also serves as a director on the board of FST. Mr. Chadda’s qualifications to serve on our board of directors include his breadth of transactional experience and leadership displayed at Canaccord Genuity and Petsky Prunier. Carla Hendra will serve on our board of directors following the completion of this offering. Ms. Hendra is the founder and Chief Executive Officer of Ogilvy Consulting Worldwide, the global strategy consulting and innovation arm of The Ogilvy Group. Prior to founding Ogilvy Consulting, Ms. Hendra served as Co-Chief Executive Officer, Ogilvy North America from 2005 to 2010. She was also the founder of the CRM and data consulting group at Ogilvy and led the development of digital media services at Neo@Ogilvy. Additionally, Ms. Hendra was responsible for two acquisitions for Ogilvy: The Lacek Group, a loyalty marketing specialist, and Leopard, a digital sales enablement group. Currently Ms. Hendra is also Ogilvy’s worldwide Chief Digital Officer, overseeing the firm’s global capability in Digital Marketing, MarTech, AdTech and E-Commerce, and is a member of Ogilvy’s Executive Leadership Team. Ms. Hendra serves as a Board Director of Caleres, a multi-brand global footwear company. She is also a member of the board of directors of the Edgewell Personal Care Group, a global consumer goods marketer, and is also a former director of Unica and the non-profit Dress for Success. Ms. Hendra is well qualified to serve on our board of directors because she has extensive experience in data consulting and digital media services, has demonstrated leadership and operational skills, and has previous experience serving on a board of directors. Michael Lastoria will serve on our board of directors following the completion of this offering. Mr. Lastoria currently serves the Chief Executive Officer of &pizza, a company he co-founded in 2010, and JWALK, a digitally-oriented brand and creative agency he also co-founded that same year. In 2002, at the age of 22, Mr. Lastoria founded his first company, Innovation Ads, an advertising, technology and marketing services firm, as his first job out of college in New York City. In four years, as founding Chief Executive Officer, he oversaw the rapid growth of the company and its sale to Seaport Capital, a New York-based private equity firm, in 2006. Lastoria remained the company’s Chief Executive Officer from 2006 to 2009. In 2016, Mr. Lastoria was named one of the Washington Business Journal’s “40 Under 40.” In 2017, he was awarded the Mort Harris Small Business Person of the Year award by the Small Business Council of America. Mr. Lastoria also serves on FST’s board of directors. Mr. Lastoria is well qualified to serve on our board of directors due to his years of experience working with start-up companies and experience in the digital sector. Steve Kassin will serve on our board of directors following the completion of this offering. Mr. Kassin is the Founder and Managing Partner of Infinity Real Estate, a privately owned developer, owner, and manager of high-quality real estate headquartered in New York City. Under Mr. Kassin’s leadership, Infinity has acquired or developed commercial property representing over $1.5 billion in direct investment transactions across more than 75 projects. In October 2015, Mr. Kassin was named “Fifty Under 40” in Globe Street’s Real Estate Forum publication. He is also an active participant on various industry panels and a guest lecturer at NYU Stern School of Business and at other educational institutions. Mr. Kassin currently serves as a NYU Stern Real Estate Advisory Board Member, NYU Alumni Council Chair, NAIOP Advisory Board Member, ICSC Next Gen. Committee Member and Executive Board Member, and PREF Co-Founder. Mr. Kassin is also a board member of FST, a hospitality-focused SPAC launched in 2020. Mr. Kassin is well qualified to serve on our board of directors due to his leadership skills and business acumen. Ramin Arani will serve on our board of directors following the completion of this offering. Mr. Arani has been the chief financial officer of Vice Media since November 2019 and has decades of experience in fund management and financial operations. Previously, Mr. Arani worked at Fidelity Management & Research Company, where he was an Analyst & Sector Fund Manager from July 1992 to May 2000 and a Portfolio Manager from May 2000 to September 2018. Most recently, he managed the Fidelity Puritan Fund, achieving top 5% performance relative to industry peers. His financial experience spans a variety of sectors, including media, technology, health care, real estate, retail, aerospace and defense. Mr. Arani has served on several company boards, including Legendary Pictures, Rent the Runway, Goop, Rumble Boxing, Sakara Life and FST. Mr. Arani holds a bachelor’s degree from Tufts University. Mr. Arani’s wealth of experience and institutional knowledge makes him an excellent candidate for our board of directors. Number and Terms of Office of Officers and Directors Our board of directors consists of six members and 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 stockholders) serving a three-year term. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until no later than 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 Carla Hendra and Steve Kassin, will expire at our first annual meeting 104 Table of Contents of stockholders. The term of office of the second class of directors, consisting of Ramin Arani and Michael Lastoria, will expire at our second annual meeting of stockholders. The term of office of the third class of directors, consisting of Sanjay Chadda and Adrian Covey, will expire at our third annual meeting of stockholders. 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. 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 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. Upon the effectiveness of the registration statement of which this prospectus forms a part, we expect to have “independent directors” as defined in Nasdaq’s listing standards and applicable SEC rules. Our board of directors has determined that Carla Hendra, Michael Lastoria, Steve Kassin and Ramin Arani are “independent directors” as defined in 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 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 our sponsor $15,000 per month for office space, 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 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 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 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 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. 105 Table of Contents 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 two standing committees: an audit committee and a compensation committee. Each of our audit committee and 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. Subject to phase-in rules, the rules of Nasdaq require that the compensation committee of a listed company be comprised solely of independent directors. Each committee will operate under a charter that has been approved by our board and will have the composition and responsibilities described below. The charter of each committee will be available on our website. 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. Ramin Arani, Michael Lastoria and Steve Kassin will serve as members of our audit committee, and Ramin Arani 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 Ramin Arani 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 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 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 suc