Officers, Directors and Director Nominees Our officers, directors and director nominees are as follows: Name Age Title Richard M. DeMartini 68 Co-Executive Chairman Robert J. Hurst 75 Co-Executive Chairman Alex Binderow 39 Chief Executive Officer, President and Director R. Eugene Taylor 73 Director Nominee Vinay Nair 43 Director Nominee Marshall Lux 60 Director Nominee Sharon French 56 Director Nominee Richard M. DeMartini has served as our Co-Executive Chairman since inception. Mr. DeMartini was a partner at Crestview Partners, L.P., a New York private equity firm that invests in financial services, media, healthcare, industrials, and energy sectors (“Crestview”), from 2005 to January 2021, and was appointed a Vice Chairman of Crestview in January 2021. At Crestview, Mr. DeMartini leads the firm’s financial services strategy. Prior to joining Crestview, Mr. DeMartini served as President of Asset Management Group at Bank of America (NYSE: BAC) from March 2001 to December 2004, where he was responsible for all wealth and asset management activities. For the previous 26 years before his time at Bank of America, Mr. DeMartini worked at Morgan Stanley, an investment bank and financial services company (NYSE: MS). While at Morgan Stanley, Mr. DeMartini held various roles, including President of Individual Asset Management and Chairman of Discover Card, and was a member of the Morgan Stanley Management Committee. Mr. DeMartini is a founding strategic investor in 55ip, which is an industry leading financial technology company that provides tax-smart investment strategies and was sold to JPMorgan Asset Management. Mr. DeMartini has served as a director of Crestview’s portfolio companies: Victory Capital Holdings, Inc. (Nasdaq: VCTR), an independent investment management firm, since August 2013, Fidelis Insurance Holdings, an insurance company, since June 2015, Protect My Car, an extended auto warranty broker, since September 2018 and Partners Capital Investment Group, LLC, an outsourced investment office that serves endowments, foundations, pensions and investment professionals, since August 2006. Mr. DeMartini also serves as a trustee and President of the Whitney Museum of American Art (the “Whitney Museum”). Previously, Mr. DeMartini has served as the Chairman of the Board of Directors of the Nasdaq Stock Market. Mr. DeMartini also previously served as Vice Chairman of the board of directors of the National Association of Securities Dealers, Inc., and as a director of Capital Bank Financial Corp. Mr. DeMartini received his B.A. in Business Administration from San Diego State University. Mr. DeMartini is well qualified to serve on our board of directors due to his extensive financial and investment services experience and his significant experience in capital markets. Robert J. Hurst has served as our Co-Executive Chairman since inception. Mr. Hurst has worked at Crestview since 2005, and has served as a Vice Chairman of Crestview since 2017. Prior to that, Mr. Hurst worked at Goldman Sachs Group, Inc. (NYSE: GS), a multinational investment bank and financial services company (“GS”), from 1974 to 2004. From 2000 to 2004, Mr. Hurst served as a Vice Chairman of the board of directors of GS. From 1990 to 1999, Mr. Hurst served as Head of GS’s Investment Banking Division worldwide. From 1987 to 1990, Mr. Hurst served as GS’s Head of the Investment Banking Services Department. Mr. Hurst is a senior director of GS. Mr. Hurst has served on the board of directors of Oxbow Carbon LLC, a recycler of refinery and natural gas byproducts, since 2007 and Victory Capital (Nasdaq: VCTR), an independent investment management firm, since October 2016. Previously, Mr. Hurst served on the board of directors of Paris Re Holdings Limited, a reinsurance solutions holding company, and USF&G, an American insurance company. Mr. Hurst has served as Chairman of the Board of the Whitney Museum since 2006. Mr. Hurst is a trustee and member of the Executive Committee of the Aspen Institute and Chairman Emeritus of the Jewish Museum. Previously, Mr. Hurst served as Chairman of the Board of Directors of the National Cyber Security Center and Chairman of the Aspen Music Festival and School. Mr. Hurst was also the founding Chief Executive Officer of the 9/11 United Services Group, the coordinating arm for 13 social services organizations involving in relief activities after the 9/11 attack on the World Trade Center. Mr. Hurst was previously appointed by Governor John Hickenlooper to serve as a Commissioner of the Colorado Economic Development Commission. Mr. Hurst is a former member of the Board of Overseers of the Wharton School. Mr. Hurst received an A.B. in Government from Clark University and an M.G.A. from the Wharton School at the University of Pennsylvania. Mr. Hurst also received a Public Finance Fellowship at the University of Pennsylvania. Mr. Hurst is well qualified to serve on our board of directors due to his extensive investment experience, as well as his service on the boards of directors of several private companies. 102 Alex Binderow has served as our Chief Executive Officer, President and Director since inception. Mr. Binderow worked at Crestview from July 2005 to November 2020, and was a leader on the financial services team specializing in the asset management, wealth management, insurance, warranty and specialty finance sectors. Mr. Binderow has been a Partner of Lawfty Law LLP, a next-generation law firm since 2015, and a board member of both Lawfty Law LLP since 2015 and Lawfty LLC, a technology company since 2015. Prior to joining Crestview, Mr. Binderow worked at Bear, Stearns & Co., a global investment bank and brokerage firm (which was acquired by JPMorgan Chase) (“Bear Stearns”), from July 2003 to July 2005. While at Bear Stearns, Mr. Binderow worked in the company’s acquisition finance group. Mr. Binderow has been a director of Victory Capital (Nasdaq: VCTR) since August 2013. Mr. Binderow also serves on the board of directors of Protect My Car. Previously, Mr. Binderow was a director of Munder Capital Management LLC, an investment management services company, and a director of NYDJ Apparel LLC, an apparel company. Mr. Binderow received his B.B.A in Finance and Organization & Management from Emory University. Mr. Binderow is well qualified to serve on our board of directors due to his depth knowledge and experience in mergers and acquisitions, investing, leveraged finance, capital markets and asset management. R. Eugene Taylor will serve as one of our Directors as of the effective date of the registration statement. Mr. Taylor has been a director of Sonic Automotive, Inc. (NYSE: SAH), an automotive retailer, since February 2015. Mr. Taylor has served as a director of the board of directors of First Horizon Corporation (“First Horizon”), a bank holding company, from November 2017. Mr. Taylor previously served as Chairman, Chief Executive Officer and President of Capital Bank Financial Corp. (“CBFC”), a bank holding company that he co-founded, from late 2009 until its acquisition by First Horizon in November 2017. Prior to co-founding CBFC, Mr. Taylor spent 38 years at Bank of America Corporation and its predecessor companies, most recently as Vice Chairman of Bank of America and President of Global Corporate & Investment Banking. Mr. Taylor was previously a director of CBFC and Capital Bank, N.A., CBFC’s operating bank subsidiary, as well as Capital Bank Corporation, Green Bankshares, Inc. and TIB Financial Corp., each of which CBFC held controlling interests in prior to its merger into CBFC. Mr. Taylor received his B.S. in Finance from Florida Statement University. Mr. Taylor is well qualified to serve our board of directors due to his significant experience in banking and finance industries. Vinay Nair will serve as one of our Directors as of the effective date of the registration statement. Dr. Nair has been the Founder, Chief Executive Officer and Chairman of The TIFIN Group, a platform to conceive, create and operate fintech companies in wealth and investments, since August 2017. The TIFIN Group is currently comprised of nine transformative companies including 55ip, Magnifi, Clout, Positivly, and Louise. Dr. Nair was the Founder, Chief Executive Officer and Chairman of 55 Institutional Partners, LLC, or 55ip, a fintech platform for tax management and a portfolio company of The TIFIN Group, from January 2016 to December 2020 when 55ip was acquired by J.P. Morgan Asset Management. Dr. Nair currently serves as a special advisor to the Chief Executive Officer of J.P. Morgan Asset Management. Dr. Nair has been an Assistant, Adjunct and Visiting Professor of Finance of The Wharton School since June 2004. Dr. Nair received his Bachelor of Technology degree in Chemical Engineering from Indian Institute of Technology Madras and his Ph.D. degree in Financial Economics from New York University. Dr. Nair is well qualified to serve our board of directors due to his extensive expertise in finance and his significant experience in the fintech industry. Marshall Lux will serve as one of our Directors as of the effective date of the registration statement. Mr. Lux has worked at the Boston Consulting Group, a global management consulting firm, since June 2009, where he has served in several roles, including Senior Partner, Managing Director and Senior Advisor. Prior to that, Mr. Lux worked as the Chief Risk Officer for all consumer products at Chase Bank (NYSE: JPM), a multinational financial institution, from January 2008 to June 2009. Prior to that, Mr. Lux worked at McKinsey & Company, a global management consulting firm, from September 1986 to December 2007. Mr. Lux has served on the board of directors of Mphasis Limited (NSE: MPHASIS), a global IT services company, since August 2018. Mr. Lux has been a member of the board of directors of the Guardian Mutual Fund Complex, a mutual life insurance company, since April 2016. In addition, Mr. Lux has served on the board of directors of Kapitus, a small business lender, since January 2015. Mr. Lux works as an advisor for several technology firms, including Fenergo, a digital enabler of client and regulatory technology for financial services, Roostify, a web and mobile home-buying platform, Technisys, a digital banking company, and PeerIQ, a data and analytics company focusing on capital markets and financial services. Mr. Lux is currently a member of the Council on Foreign Relations, a foreign relations focused think tank in New York City. Mr. Lux serves as a Senior Research Fellow at Harvard University’s John F. Kennedy School of Government. Mr. Lux received his A.B. in Public and International Affairs from Princeton University and his M.B.A. from Harvard Business School. Mr. Lux is well-qualified to serve on our board of directors due to his extensive management consulting, financial technology and financial services experience. Sharon French will serve as one of our Directors as of the effective date of the registration statement. Ms. French has served as President and Chief Executive Officer of Life and Retirement Funds for the American International Group (NYSE: AIG), a multinational finance and insurance corporation, since June 2019. Prior to this, Ms. French was the Executive Vice President of Beta Solutions & Sustainable Investing at OppenheimerFunds from April 2016 to May 2019. While at OppenheimerFunds, Ms. French led the strategy, development and implementation of the firm’s smart beta exchange-traded funds (“ETFs”) products and solutions, and served on the firm’s Executive Committee. From May 2013 to September 2015, Ms. French was the President of F-Squared Investments, a marketer of index products using ETFs. From September 2010 to October 2012, she was a Managing Director of BlackRock, Inc. (NYSE: BLK), a global asset manager. Prior to that, Ms. French was a Managing Director of AllianceBernstein Holding L.P. (NYSE: AB), a global investment management firm, from June 2001 to June 2010. Ms. French currently serves as President and Board Member of Women in ETFs, an organization dedicated to bringing women together in the ETF industry and promoting equality, diversity and inclusion in the field. In addition, Ms. French serves on the Board of Wake Forest University’s School of Business, and is a member of the Investment Company Institute’s ETF Governance Committee. Previously, Ms. French served on the Dean’s Advisory Council for the University of Delaware’s Lerner School of Business, and as the Co-Chair of the ETF and Managed Solutions Committee for the Money Management Institute. Ms. French received her B.S. in Business Management/Finance from the University of Delaware and received her CIMA from the University of Pennsylvania. Ms. French is well-qualified to serve on our board of directors due to her expansive experience in the insurance, ETF and financial investing industries. Involvement in Certain Legal Proceedings Except as described below, to the best of our knowledge, none of our directors or executive officers has, during the past ten years: • been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); • had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time; • been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, by any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity; • been found by a court of competent jurisdiction in a civil action or by the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; • been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or • been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. F-Squared Capital, LLC filed a voluntary Chapter 11 petition on July 8, 2015 in re F-Squared Investment Management, LLC, et al., No. 15-11469 (LSS) (Bankr. D. Del. 2015), following which such company liquidated and dissolved. Ms. Sharon French, our director nominee, was President of F-Squared Capital LLC at the time. Number and Terms of Office of Officers and Directors Our board of directors consists of seven 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 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 Marshall Lux and Sharon French, will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of R. Eugene Taylor and Vinay Nair, will expire at the second annual meeting of stockholders. The term of office of the third class of directors, consisting of Richard M. DeMartini, Robert J. Hurst and Alex Binderow, will expire at the third annual meeting of stockholders. 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. We expect that our board of directors will determine that R. Eugene Taylor, Vinay Nair, Marshall Lux and Sharon French 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. 103 Executive Officer and Director Compensation None of our directors has 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 $10,000 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, 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 prox