Our officers, directors and director nominees are as follows: Name Age Position Jay Levine 58 Chairman, Chief Executive Officer and Director Daniel Hirsch 46 Chief Operating Officer and Chief Financial Officer Gene Weil 62 Director Clayton Deutsch 65 Director Nominee Julia Gouw 61 Director Nominee Roy Guthrie 67 Director Nominee Kevin Ryan 50 Director Nominee Jay Levine has served as our Chairman and Chief Executive Officer since inception. Mr. Levine’s distinguished operating track record and leadership experience within public and private financial services markets spans over 30 years. Since 2018, Mr. Levine has served as Chairman of the Board of OneMain Financial (NYSE: “OMF”, f.k.a. “Springleaf”), a provider of personal loans and other financial services to consumers, and will continue in this role until December 31, 2020. He previously served as President, CEO and Director of OneMain from 2011 until 2018. Prior to OneMain, Mr. Levine served as President, CEO and a Director of Capmark Financial Group (“Capmark”), a commercial real estate finance company, as part of its corporate restructuring from 2008 until 2011. From 2000 until 2008, Mr. Levine served as President, CEO and a member of the Board of Directors of Royal Bank of Scotland (“RBS”) Global Banking & Markets in North America, as well as CEO of its predecessor entity, RBS Greenwich Capital. Additionally, from November 2019 through August 2020, Mr. Levine served on the Board of Directors of FinServ Acquisition Corp. (NASDAQ: FSRV), a SPAC focused on the financial services industry. Mr. Levine earned a bachelor’s degree from the University of California Davis. Mr. Levine is well qualified to serve on our board of directors due to his broad deal sourcing network, long-term operating expertise, M&A diligence and integration prowess and deep industry domain knowledge of the broader financial services ecosystem, which qualifications we intend to leverage in our efforts to identify, evaluate, acquire and transform a potential acquisition target. Daniel Hirsch brings significant transactional and investment expertise, including around several SPAC transactions. Most recently, Mr. Hirsch acted as an advisor on a SPAC sponsored by Trinity, which successfully completed its initial business combination in 2019 with Broadmark Realty Capital Inc. (“Broadmark”) (NYSE: BRMK), an internally managed mortgage REIT. As an advisor to Trinity, Mr. Hirsch was actively involved in all elements of sourcing, negotiating, structuring and executing the merger with Broadmark. Mr. Hirsch currently serves as Board member, Chairman of the nominating and corporate governance committee and a member of the compensation committee of Broadmark. Previously, Mr. Hirsch was a Managing Member at Farallon Capital Management L.L.C. (“Farallon”), an investment firm managing capital on behalf of institutions and investors, where he served in various capacities as Managing Member for the Real Estate Group, Managing Director and Legal Counsel from 2003 through 2016. Additionally, Mr. Hirsch has served on the Board of The Macerich Company (NYSE: MAC), a real estate investment trust investing in regional malls, since 2018, and as a Director of Playa Hotels and Resorts (“Playa”) (NASDAQ: PLYA), an owner and operator of beachfront resorts in Mexico and the Caribbean, from 2010 until March 2020. Playa was a private portfolio position of Farallon that went public in 2017 through a merger with TPG Pace Holdings, a SPAC sponsored by TPG Capital formed in 2015. Through the Broadmark and Playa transactions, Mr. Hirsch has experience with de-SPAC transaction structuring and execution from both the SPAC sponsor and target’s perspectives. Mr. Hirsch’s extensive transactional, capital markets, governance and legal track record, particularly in the residential and commercial real estate sectors, further positions the management team to create and execute on proprietary investment opportunities, as well as navigate the transaction with the potential acquisition target. Mr. Hirsch earned a bachelor’s degree from Amherst College and a juris doctor degree from Yale Law School. Gene Weil is Co-Head of Waterfall’s private equity team, and has a long-tenured track record in M&A advisory and public and private market capital formation transactions in the financial services sector. Prior to joining Waterfall, Mr. Weil co-founded Milestone Advisors in 2001, a boutique corporate advisory and investment firm which achieved a leading market presence in the financial services M&A market and was ultimately sold to 117 Houlihan Lokey (NYSE: HLI) in late 2012. Subsequent to the sale, in 2013 Mr. Weil joined the Financial Institutions Group at Houlihan Lokey as Co-Head. In 2017, Mr. Weil left Houlihan Lokey to join Waterfall and establish the firm’s private equity business with John Nelligan. Mr. Weil earned a bachelor’s degree from the University of Wisconsin-Madison and a juris doctor degree from Washington University Law School. Mr. Weil is well qualified to serve on our board of directors due to his significant proprietary sourcing capabilities, history of diligencing and structuring hundreds of transactions across the financial services landscape through a variety of economic and credit cycles, and institutional investing expertise, which we believe will provide the company with a differentiated ability to source, diligence, value, structure and close a merger or other business combination with a target company. Clayton Deutsch has had a 43-year career focused on financial services. Mr. Deutsch began his career in 1977 in Corporate Banking with Society Corporation, a predecessor to Key Corp. In 1980 Mr. Deutsch joined McKinsey & Company where he worked for 30 years before retiring from the firm in 2010 as a senior partner. Mr. Deutsch had been a partner for 25 years. While at McKinsey, Mr. Deutsch served a wide array of financial services companies and businesses around the world. Mr. Deutsch has deep experience in corporate banking, investment banking, consumer banking, securities and brokerage, asset management, wealth management and private banking, specialty finance, and insurance. Mr. Deutsch also served a number of private equity clients with investments in financial services. Mr. Deutsch led multiple client engagements focused on strategy development, operations improvement, M&A and divestiture, merger management and organization. From 2010 to 2018, Mr. Deutsch served as Chief Executive Officer and President of Boston Private Financial Holdings (NASDAQ: BPFH), a wealth management, investment management and private banking firm focused on the east coast and west coast. Since 2018, Mr. Deutsch has served as an advisor and active investor in several private companies working in fintech, cyber security/identity and wealth management. Mr. Deutsch has served on numerous non-profit boards in healthcare, education and the arts. Mr. Deutsch has a bachelor’s degree in economics from Brown University and MBA from Case Western Reserve University. Mr. Deutsch is well qualified to serve on our board of directors due to his distinguished career in advising businesses in the financial services sector and his operational and public market expertise. Julia Gouw is former President, Chief Operating Officer and former director of East West Bancorp, Inc. and East West Bank (NASDAQ: EWBC), one of the top 30 largest banks in the nation that serves as the financial bridge between U.S. and China. Prior to joining East West Bank in 1989, Ms. Gouw was a Senior Audit Manager with the international accounting firm of KPMG LLP. Ms. Gouw joined East West Bank as Controller and rose through the ranks to become Executive Vice President and Chief Financial Officer, the position she held from 1994 to 2008. Ms. Gouw served as President and Chief Operating Officer from 2009 through her retirement in March 2016. Under Ms. Gouw’s leadership, East West achieved 11 consecutive years of record earnings. Ms. Gouw was ranked one of the “25 Most Powerful Women in Banking” five times by American Banker magazine and has received the Los Angeles Business Journal’s “Women Making a Difference” award two times in recognition of her achievements and contributions. Ms. Gouw is also a member of the Trusteeship, an International Women’s Forum affiliate organization that connects preeminent women in leadership positions across various professional fields. Since 2011, Ms. Gouw has been serving as a member of the Board of Directors of Pacific Life, one of the largest life insurance companies in the country and serves as the Chairman of the Investment and Finance Committee. Ms. Gouw is a co-founder of Piermont Bank, a New York state licensed commercial bank, which was founded in 2019 and for which she has been serving as Chairwoman of the Board and the Chair of the Audit Committee since inception. Since 2017, Ms. Gouw has been serving as Commissioner of the Ontario International Airport Authority (OIAA). The OIAA provides overall direction for the management, operations, development and marketing of Ontario International Airport in Southern California. Ms. Gouw has a bachelor’s degree in accounting from the University of Illinois at Urbana-Champaign. Ms. Gouw is well qualified to serve on our board of directors due to her operational experience, leadership roles in banking and her background in accounting. Roy Guthrie has served as a director and member of the audit committee of OneMain Financial (NYSE: OMF) since December 2012, as a director and chairman of the audit and risk committee of Mr Cooper Group, Inc. (NASDAQ: COOP, formerly Nationstar Holdings, Inc.), a residential mortgage loan originator and servicer, since February 2012, and as a director and chairman of the risk committee of Synchrony Financial (NYSE: SYF) (a private label credit card issuer) since July 2014. Mr. Guthrie served as Executive Vice President and Chief Financial Officer of Discover Financial Services (NYSE: DFS) from 2005 through April 2011. He retired from Discover in January 2012. Mr. Guthrie also served as a director of Discover Bank, a subsidiary of Discover, from 2006 through the end of 2011. Prior to joining Discover, Mr. Guthrie was President and Chief Executive Officer of CitiFinancial 118 lnternational, Ltd., a consumer finance business of Citigroup Inc. (“Citigroup”) (NYSE: C), from 2000 to 2004. In addition, Mr. Guthrie served on Citigroup’s management committee during this period of time. Mr. Guthrie also served as the President and Chief Executive Officer of CitiCapital from 2000 to 2001. From 1996 to 2000, Mr. Guthrie served as Chief Financial Officer of Associates First Capital Corporation (NYSE: AFS), a commercial and consumer lending and insurance provider which was acquired by CitiGroup in 2000, and served as a member of its board of directors from 1998 to 2000. Prior to that, Mr. Guthrie served in various positions at Associates First Capital Corporation, including Corporate Controller from 1989 to 1996, having joined the company in 1978. Mr. Guthrie has previously served on the boards of multiple companies, including as a director and chairman of Lifelock,Inc. (an identity theft protection company) from October 2012 until February 2017, a director of Student Loan Corporation from December 2010 until January 2012, a director of Enova International, Inc. from January 2012 until July 2012, a director of Bluestem Brands, Inc. from November 2010 until September 2014, a director of Dell Bank International from September 2012 until September 2014, a director and chairman of Renovate America Inc. from May 2017 until March 2018, and a director of Garrison Capital LLC from June 2011 until August 2015. Mr. Guthrie received a bachelor’s degree in economics from Hanover College in 1976 and a MBA from Drake University in 1978. Mr. Guthrie is well qualified to serve on our board of directors due to his operational experience across a variety of financial service businesses and extensive public company board service. Kevin Ryan has advised on a wide variety of merger and acquisitions and capital raising transactions during his 23-year tenure in financial services. Mr. Ryan joined Morgan Stanley in 1999, where he has served in various capacities, most recently as Managing Director, Head of Banks and Diversified Finance, from 2015 to present, and as head of FIG Solutions and Co-Head of FIG Capital Markets from 2011 to 2015. Prior to joining Morgan Stanley, Mr. Ryan’s experience in the financial industry includes work in structured finance at Lehman Brothers in 1999 and as a capital markets attorney at Cadwalader, Wickersham & Taft from 1996 to 1999. Mr. Ryan is involved civically, including having served as Chairman of the Board of Directors of the New York Center for Children. Mr. Ryan has a bachelor’s degree from Rutgers University and a juris doctor degree from the University of Virginia. Mr. Ryan is well qualified to serve on our board of directors due to his extensive capital markets and financial services advisory experience. Number and Terms of Office of Officers and Directors Our board of directors will be 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 full fiscal year end following our listing on the NYSE. The term of office of the first class of directors, consisting of Mr. Deutsch and Ms. Gouw, will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of Messrs. Guthrie and Ryan, will expire at our second annual meeting of the stockholders. The term of office of the third class of directors, consisting of Messrs. Levine and Weil, will expire at our third annual meeting of stockholders. We may not hold an annual meeting of stockholders until after we complete our initial business combination. 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 concurrently with the issuance and sale of the securities in this offering, our sponsor, upon completion of an initial business combination, will be entitled to nominate individuals for election to our board of directors, as long as the sponsor holds any securities covered by the registration and stockholder 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 nominate persons to the offices set forth in our amended and restated certificate of incorporation as it deems appropriate. Our amended and restated certificate of incorporation will provide that our officers may consist of one or more chairman of the board of directors, chief executive officer, president, chief financial officer, vice presidents, secretary, treasurer and such other offices as may be determined by the board of directors. 119 Director Independence NYSE 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 Messrs. Deutsch, Guthrie and Ryan and Ms. Gouw 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. We may pay certain limited advisory fees to our independent directors in connection with identifying, investigating and completing our initial business combination. 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 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 completing 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, members of our management team who remain with us, or their affiliates, 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 members of our management team. 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 completion 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 completion 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