Our officers, directors and director nominees are as follows: Name Age Position Alec Gores 67 Chairman Ted Fike 41 Co-Chief Executive Officer Justin Wilson 39 Co-Chief Executive Officer Andrew McBride 40 Chief Financial Officer and Secretary Manik Gupta 44 Director nominee Shiva Rajaraman 47 Director nominee Muhammad Shahzad 37 Director nominee Alec Gores has been our Chairman since December 2020. Mr. Gores is the Founder, Chairman and Chief Executive Officer of The Gores Group, a global investment firm focused on acquiring businesses that can benefit from the firm’s operating expertise. Mr. Gores implemented an operational approach to private equity investing when he founded The Gores Group in 1987 by operating businesses alongside management, or in some cases in lieu of management, to build value in those entities. Since then, the firm has acquired more than 120 businesses including a current portfolio of 8 active companies worldwide. Mr. Gores began his career as a self-made entrepreneur and operating executive. In 1978, he self-funded and founded Executive Business Systems (EBS), a developer and distributor of vertical business software systems. Within seven years, EBS had become a leading value-added reseller in Michigan and employed over 200 people. In 1986, CONTEL purchased EBS, and Mr. Gores subsequently began acquiring and operating non-core businesses from major corporations and building value in those entities, a decision that ultimately led to the founding of what has evolved into The Gores Group today. Under his leadership, The Gores Group has continued to acquire businesses in need of operational and financial resources, while creating value and working with management teams to establish an entrepreneurial environment as a foundation for sustainable growth. This philosophy has served the firm well. Mr. Gores served as the Chairman of the board of directors of Gores Holdings I from its inception in June 2015 until completion of the Hostess acquisition in November 2016, as the Chairman of the board of directors of Gores Holdings II from its inception in August 2016 until completion of the Verra acquisition in October 2018 and as the Chairman of the board of directors of Gores Holdings III from its inception in October 2017 until the completion of the PAE acquisition in February 2020. Additionally, Mr. Gores served as the Chief Executive Officer and Director of Gores Metropoulos from its inception in August 2018 until the completion of the Luminar acquisition in December 2020 and has served as a director of Luminar since December 2020. In addition, Mr. Gores has served as the Chairman of the board of directors of Gores Holdings IV since June 2019 until the completion of the UWM acquisition in January 2021. Mr. Gores has served as the Chairman of the board of directors of Gores Holdings V since June 2020, Gores Holdings VI since June 2020, Gores Holdings VII since January 2020, Gores Holdings VIII since September 2020 and Gores Technology II since December 2020. Mr. Gores has also served as the Chief Executive Officer and a director of Gores Metropoulos II since July 2020. Mr. Gores holds a degree in Computer Science from Western Michigan University. Mr. Gores’ significant investment and financial expertise make him well qualified to serve as a member of our board of directors. Ted Fike has been our Co-Chief Executive Officer since December 2020. Mr. Fike is a technology investor and executive and serves as a Senior Managing Director at The Gores Group. Prior to joining Gores, Mr. Fike was a Partner at SoftBank Investment Advisers, leading 135 Table of Contents growth technology investments for the Vision Fund in the consumer internet, enterprise software, agtech, logistics, and eCommerce sectors. While at SoftBank, Mr. Fike was a board member, observer, or investor in Doordash, Rappi, GetYourGuide, Globality, Memphis Meats, Ordermark, and Plenty among others. Prior to SoftBank, Mr. Fike led strategy initiatives at Airbnb which acquired his previous fintech company, Tilt, where he was CFO. Before Tilt, Mr. Fike was a founding Principal of CapitalG, Google’s growth equity investment arm. Earlier at Google, Mr. Fike was responsible for acquisitions and investments as part of the corporate development team as well as global client relationships within Google’s sales organization. Prior to joining Google, Mr. Fike worked in strategy and operations at WebMD, credit investing at Bain Capital, and strategy consulting at The Boston Consulting Group. Mr. Fike graduated from the Wharton School of the University of Pennsylvania with a B.S. in Economics. Justin Wilson has been our Co-Chief Executive Officer since December 2020. Mr. Wilson is a technology investor and executive and serves as a Senior Managing Director at The Gores Group. Prior to joining Gores, Mr. Wilson was a Partner at SoftBank Investment Advisers, leading growth technology investments for the Vision Fund in the proptech, consumer internet, digital health, and eCommerce sectors. While at SoftBank, Mr. Wilson was a board member, observer, or investor in Doordash, Alto Pharmacy, Compass, Opendoor, Whoop, Clutter, Rappi and OYO Rooms, among others. Previously, Mr. Wilson worked at Google in a variety of roles and at The Boston Consulting Group as a management consultant. Mr. Wilson holds an M.B.A. from the Stanford Graduate School of Business and a B.S. and M.S. in Engineering from Stanford University. Andrew McBride has been our Chief Financial Officer and Secretary since July 2020. Mr. McBride has served as Director, Finance and Tax at The Gores Group since February 2010, where he is responsible for tax due diligence and structuring of acquisitions, compliance, planning, financial management and portfolio company reporting. Mr. McBride also served as the Chief Financial Officer and Secretary of Gores Holdings I from January 2016 until completion of the Hostess acquisition in November 2016. Additionally, Mr. McBride served as the Chief Financial Officer and Secretary of Gores Holdings II from its inception in August 2016 until completion of the Verra acquisition in October 2018 and as the Chief Financial Officer and Secretary of Gores Holdings III from its inception in October 2017 until the completion of the PAE acquisition in February 2020. Additionally, Mr. McBride also served as the Chief Financial Officer and Secretary of Gores Metropoulos from its inception in August 2018 until the completion of the Luminar acquisition in December 2020. In addition, Mr. McBride has served as the Chief Financial Officer and Secretary of Gores Holdings IV from June 2019 until the completion of the UWM acquisition in January 2021. Mr. McBride has also served as the Chief Financial Officer of Gores Holdings V since June 2020, Gores Holdings VI since June 2020, Gores Metropoulos II since July 2020, Gores Holdings VII since January 2021, Gores Holdings VIII since January 2021 and Gores Technology II since January 2021. Previously, from January 2008 to January 2010, Mr. McBride worked in the High Net Worth group at Ehrhardt, Keefe, Steiner, and Hottman, P.C. From January 2004 to January 2008, Mr. McBride was with KPMG, LLP, assisting international corporations with tax planning, structuring and compliance issues. Mr. McBride holds a B.S. in Accounting and Finance from the University of Notre Dame and is licensed as a Certified Public Accountant in the State of Colorado. Manik Gupta has agreed to serve as a member of our board of directors. Mr. Gupta currently serves as an advisor and investor to startups based in the US and India. Most recently, Mr. Gupta previously served as Uber’s Chief Product Officer from November 2018 to December 2019. From March 2018 to November 2018, Mr. Gupta served as Uber’s Interim Head of Product and Vice President, Product, Maps and Marketplace. Prior to that, he served as Senior Director, Product, Maps and Marketplace from September 2017 to March 2018. Mr. Gupta joined Uber in 136 Table of Contents November 2015 as Director, Product Management, Maps. Prior to joining Uber, Mr. Gupta served as Director, Product Management, Google Maps at Google Inc., a technology company, from December 2014 to November 2015. From June 2008 to December 2014, Mr. Gupta served in a variety of Product leadership roles within Google Maps across Asia and the United States. Prior to Google Mr. Gupta was a Project Manager at Hewlett Packard, a multinational enterprise information technology company, from June 2003 to April 2007. Prior to that, Mr. Gupta founded BuyItTogether.com, an e-commerce startup, where he served as the founding head of engineering and held various technical leadership roles from June 1999 to April 2003. Mr. Gupta is currently a member of the Technology Advisory Panel for Singapore Telecommunications Limited, a leading Asian communications technology group based in Singapore. Mr. Gupta’s significant public company experience and his deep knowledge of the technology industry make him well qualified to serve as a member of our board of directors. Shiva Rajaraman has agreed to serve as a member of our board of directors. Mr. Rajaraman has spent over 20 years in technology helping people to connect with content, creators, and products they love. Mr. Rajaraman is the Vice-President of Business Opportunities at Facebook since August 2020, focused on helping people discover products and businesses through Shops. Previously, Mr. Rajaraman served as the Chief Technology Officer at WeWork from August 2017 to February 2020, helping people find the right space and community to thrive. In addition, Mr. Rajaraman has previously served as Director of Products, Apps and Services at Apple from February 2017 to August 2017. Prior to Apple, Mr. Rajaraman served as Vice-President of Product at Spotify from August 2014 to September 2016. Earlier Mr. Rajaraman held leadership roles at Spotify, Google, YouTube helping companies launch new capabilities, monetize, and scale during periods of rapid growth. Mr. Rajaraman is an active mentor who enjoys helping people from all walks of life achieve their goals. He received his MBA from The Wharton School and earned his Bachelor’s at UC Berkeley. Mr. Rajaraman’s significant public company experience and his deep knowledge of the technology industry make him well qualified to serve as a member of our board of directors. Muhammad Shahzad has agreed to serve as a member of our board of directors. Mr. Shahzad is Chief Financial Officer at Relativity Space since June 2020. In this role, he partners with the Chief Executive Officer and the rest of the leadership team to drive strategy and all aspects of day-to-day operations. Prior to Relativity Space, Mr. Shahzad most recently served as Chief Financial Officer of The Honest Company, from June 2014 to June 2020, where he led nearly $500 million of financing rounds across a broad spectrum of investors and scaled the business profitably. Prior to The Honest Company, Mr. Shahzad was a Vice President in the Technology, Media & Telecom Investment Banking Division at Goldman, Sachs & Co. where he covered a broad array of clients in the technology and media sectors. Previously, Mr. Shahzad founded his own mobile advertising startup and also worked at Accenture and Deutsche Bank. Mr. Shahzad is involved in various nonprofit Boards, including as Board Member at March of Dimes, Chair of the Board at Developments in Literacy, Co-Chair of the Advisory Council and Board Member at the Independent School Alliance (ISA), and Founding Charter Member at the Organization of Pakistani Entrepreneurs SoCal. Mr. Shahzad holds an MBA from UCLA Anderson School of Management and a BSc in Economics cum laude from The Wharton School at the University of Pennsylvania. Mr. Shahzad’s significant finance and capital markets experience, extensive background in financial planning, operations, management and strategy, and his deep knowledge of the technology industry make him well qualified to serve as a member of our board of directors. 137 Table of Contents Number and Terms of Office of Officers and Directors We intend to have four directors upon completion of this offering. Prior to our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. 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. These provisions of our amended and restated certificate of incorporation may only be amended by approval of a majority of at least 90% of our Class F common stock voting in an annual meeting. Each of our directors will hold office for a two-year term. We may not hold an annual meeting of stockholders until after we consummate our initial business combination. 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 bylaws as it deems appropriate. Our bylaws provide that our officers may consist of a 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 Manik Gupta, Shiva Rajaraman and Muhammad Shahzad are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Officer and Director Compensation None of our officers or directors has received any cash compensation for services rendered to us. Commencing on the date of this prospectus, we have agreed to pay an affiliate of our sponsor a total of $20,000 per month for office space, utilities and secretarial and administrative support. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. In addition, we may pay our sponsor or any of our existing officers or directors, or any entity with which they are affiliated, a finder’s fee, consulting fee or other compensation in connection with identifying, investigating and completing our initial business combination. These individuals will also 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, officers, directors or our or their affiliates and will determine which fees and expenses and the amount of expenses that will be reimbursed. 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 tender offer materials or proxy solicitation materials furnished to our stockholders 138 Table of Contents 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 officer and director compensation. Any compensation to be paid to our 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 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 business combination target. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment. Committees of the Board of Directors Our board of directors will have two standing committees: an audit committee and a compensation committee. Subject to phase-in rules and a limited exception, the rules of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and the rules of Nasdaq require that the compensation committee of a listed company be comprised solely of independent directors. Audit Committee Prior to the consummation of this offering, we will establish an audit committee of the board of directors. Manik Gupta, Shiva Rajaraman and Muhammad Shahzad will serve as members of our audit committee. Muhammad Shahzad will serve as the chairman of the audit committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent. Manik Gupta, Shiva Rajaraman and Muhammad Shahzad are independent. Each member of the audit committee is financially literate and our board of directors has determined that Muhammad Shahzad qualifies as an “audit committee financial expert” as defined in applicable SEC rules. We will adopt an audit committee charter, which will detail the principal functions of the audit committee, including: • the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us; • pre-approving all audit and permitted non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; • reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence; 139 Table of Contents • setting clear hiring policies for employees or former employees of the independent auditors; • 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 auditors describing (i) the independent auditor’s internal quality-control procedures and (ii) any mate