Our directors, director nominees and officers are as follows: Name Age Title Daniel J. Hennessy 62 Chairman of the Board of Directors and Chief Executive Officer Greg Ethridge 44 President and Chief Operating Officer and Director Nicholas A. Petruska 34 Executive Vice President, Chief Financial Officer and Secretary Jeffrey Immelt 64 Lead Independent Director Nominee Nora Mead Brownell 73 Independent Director Nominee Barbara Byrne 66 Independent Director Nominee Dr. Kurt Lauk 73 Independent Director Nominee Tanguy V. Serra 42 Independent Director Nominee Daniel J. Hennessy, our Chairman and Chief Executive Officer since our formation, is also the Managing Member of Hennessy Capital LLC, an alternative investment firm he established in 2013 that focuses on sustainable industrial technology and infrastructure sectors. Mr. Hennessy served as Chairman and CEO of Hennessy Capital Acquisition Corp. IV, or Hennessy IV from March 2019 until its business combination with Canoo Holdings Ltd, which closed on December 21, 2020 and is now known as Canoo, Inc. (NASDAQ: GOEV). Mr. Hennessy has served as a director of SIRVA Worldwide Relocation & Moving since August 2018. He also serves as senior advisor to Proptech Acquisition Corporation (NASDAQ: PTAC), a special purpose acquisition company targeting businesses in the real estate technology industry, which in July 2020 announced the entry into a definitive agreement for an initial business combination with Porch.com, which is currently expected to close in the fourth quarter of 2020. From January 2017 to October 2018, Mr. Hennessy served as Chairman of the Board and Chief Executive Officer of Hennessy Capital Acquisition Corp. III, or Hennessy III, which merged with NRC Group Holdings, LLC, a global provider of comprehensive environmental, compliance and waste management services, and is currently a wholly-owned subsidiary of US Ecology, Inc. (NASDAQ: ECOL) and served as a director from January 2017 to October 2019. From April 2015 to February 2017, Mr. Hennessy served as Chairman and CEO of Hennessy Capital Acquisition Corp. II, or Hennessy II, which merged with Daseke in February 2017 and is now known as Daseke, Inc. (NASDAQ: DSKE) and since February 2017, has served as its Vice Chairman. From September 2013 to February 2015, Mr. Hennessy served as Chairman of the Board and Chief Executive Officer of Hennessy Capital Acquisition Corp., or Hennessy I, which merged with School Bus Holdings Inc. in February 2015 and is now known as Blue Bird Corporation (NASDAQ: BLBD), and previously served as a director from September 2013 to April 2019. From 1988 to 2016, Mr. Hennessy served as a Partner at Code Hennessy & Simmons LLC (n/k/a CHS Capital or “CHS”), a middle-market private equity investment firm he co-founded in 1988. Prior to forming CHS, Mr. Hennessy was employed by Citicorp from 1984 to 1988 as head of the Midwest Region for Citicorp Mezzanine Investments and Vice President and Team Leader with Citicorp Leveraged Capital Group. He began his career in 1981 in the oil and gas lending group at Continental Illinois National Bank (now Bank of America) where he was a Banking Officer. Mr. Hennessy holds a B.A. degree, magna cum laude, from Boston College and an M.B.A. from the University of Michigan Ross School of Business. Mr. Hennessy is well qualified to serve as director due to his experience in private equity and public and private company board governance, as well as his background in finance and his experience with Hennessy I, Hennessy II, Hennessy III and Hennessy IV. Greg Ethridge, our President, Chief Operating Officer and director as of the date hereof, served as President, Chief Operating Officer and director of Hennessy IV from March 2019 until its business combination with Canoo Holdings Ltd, which closed on December 21, 2020, and continues to serve as a director of the surviving company, Canoo, Inc. (NASDAQ: GOEV). He has also served as Chairman of Motorsports Aftermarket Group, a designer, manufacturer, marketer and distributor of aftermarket parts, apparel and accessories for the motorcycle and power sports industry since June 2019. He previously served as President of Matlin & Partners Acquisition Corporation from January 2017 to November 2018, at which time it merged with USWS Holdings LLC, a growth- and technology-oriented oilfield service company focused exclusively on hydraulic fracturing using its patented Clean Fleet technology as the first fully electric, mobile well stimulation system for oil and natural gas exploration and production companies and is now known as U.S. Well Services, Inc. (NASDAQ: USWS). He served as Senior 107 Table of Contents Partner of MatlinPatterson Global Advisers LLC, or MatlinPatterson, from January 2009 to December 2019. Prior to joining MatlinPatterson in 2009, Mr. Ethridge was a principal in the Recapitalization and Restructuring group at Gleacher and Company (f/k/a Broadpoint Capital, Inc.) where he moved his team from Imperial Capital LLC, from 2008 to 2009. In 2006, Mr. Ethridge was a founding member of the corporate finance advisory practice for Imperial Capital LLC in New York. From 2005 to 2006, Mr. Ethridge was a principal investor at Parallel Investment Partners LP (formerly part of Saunders, Karp and Megrue), executing recapitalizations, buyouts and growth equity investments for middle market companies. From 2001 to 2005, Mr. Ethridge was an associate in the Recapitalization and Restructuring Group at Jefferies and Company, Inc. where he executed corporate restructurings and leveraged finance transactions and was a crisis manager at Conway, Del Genio, Gries & Co. in New York from 2000 to 2001. Mr. Ethridge served a director of Palmetto Bluff Company, LLC, formerly a multi-asset class real estate developer known as Crescent Communities, LLC, from June 2010 to September 2020. From 2009 until 2017, Mr. Ethridge served on the board of directors of FXI Holdings Inc., a foam and foam products manufacturer and served as its chairman from February 2012 until 2017. Mr. Ethridge served on the board of directors of Advantix Systems Ltd. and Advantix Systems, Inc., HVAC equipment manufacturers, from August 2013 until 2015 (for Advantix Systems, Inc.) and until 2018 (for Advantix Systems Ltd.). Mr. Ethridge holds a BBA and a Masters in Accounting from The University of Texas at Austin. Mr. Ethridge is well-qualified to serve as director due to his experience in the private equity and the special purpose acquisition company industries. Nicholas A. Petruska, our Executive Vice President, Chief Financial Officer and Secretary since our formation, served as the Executive Vice President, Chief Financial Officer and Secretary of Hennessy IV from March 2019 until its business combination with Canoo Holdings Ltd, which closed on December 21, 2020 and is now known as Canoo, Inc. (NASDAQ: GOEV). From March 2017 to October 2018, Mr. Petruska served as Executive Vice President, Chief Financial Officer and Secretary of Hennessy III, which merged with NRC Group Holdings, LLC, a global provider of comprehensive environmental, compliance and waste management services, and is currently a wholly-owned subsidiary of US Ecology, Inc. (NASDAQ: ECOL). From April 2015 to February 2017, Mr. Petruska served as Executive Vice President, Chief Financial Officer and Secretary of Hennessy II, which merged with Daseke in February 2017 and is now known as Daseke Inc. (NASDAQ: DSKE). He has served as an officer of Hennessy Capital LLC, the managing member of our Sponsor, since November 2013, in which position he advised Hennessy I, which merged with School Bus Holdings Inc. in February 2015 and is now known as Blue Bird Corporation (NASDAQ: BLBD), in connection with its initial public offering in January 2014. In addition, he worked closely with Hennessy I’s CEO and COO on transaction origination and initial assessments of potential target companies and led the due diligence assessment and transaction execution for Hennessy I’s business combination, which was consummated in February 2015. From July 2012 to July 2014, Mr. Petruska served as an investment professional at CHS Capital, a Chicago-based middle market private equity investment firm, where he evaluated leveraged buyouts and structured equity investments across multiple sectors and monitored certain portfolio companies of CHS. From January 2010 to July 2012, Mr. Petruska served as an investment banking analyst for Morgan Stanley (NYSE: MS) in the mergers and acquisitions and corporate finance groups with a focus on diversified industrials and consumer retail. He holds a B.S. degree, summa cum laude, from Miami University with majors in Finance and Decision Sciences. Jeffrey Immelt will be our lead independent director as of the effective date of the registration statement of which this prospectus forms a part. Since 2018, Mr. Immelt has served as a venture partner on the technology and healthcare investing teams for New Enterprise Associates, a venture capital firm. From 2001 to 2017, Mr. Immelt served as the Chairman and Chief Executive Officer of General Electric Company (NYSE: GE). Mr. Immelt joined General Electric in 1982 upon the completion of his MBA program, and held various roles within the company before assuming his position as Chief Executive Officer. Mr. Immelt sits on the board of Twilio Inc. (NYSE: TWLO) since June 2019 and Bloom Energy Corporation (NYSE: BE) since November 2019. He earned a B.A. degree in applied mathematics from Dartmouth College and an M.B.A. from Harvard University. Mr. Immelt is well-qualified to serve as a director due to his public company operational, C-suite and board experience. Nora Mead Brownell will be one of our independent directors as of the effective date of the registration statement of which this prospectus forms a part. Ms. Brownell is the Founding Partner of ESPY Energy Solutions, a consulting firm. She has also served as a director of Mead Family Investments LLC, an investment firm, since December 2016. Prior to these positions, from 2001 to 2006, Ms. Brownell was nominated by President George W. Bush to serve as a Commissioner of the Federal Energy Regulatory Commission (FERC). From 1997 to 2001, 108 Table of Contents Ms. Brownell served as a member of the Pennsylvania Public Utility Commission. Ms. Brownell has also served on the board of directors of the Pacific Gas and Electric Company (NYSE: PCG), National Grid plc (NYSE: NGG), Tangent Energy, Spectra Energy Partners, New World Capital, TerViva Bioenergy, ONCOR, Comverge, Starwood Energy Fund, and the GridWise Architecture Council. Ms. Brownell is well-qualified to serve as a director due to her oversight, public company board and energy industry experience. Barbara Byrne will be one of our independent directors as of the effective date of the registration statement of which this prospectus forms a part. Ms. Byrne served as a director of CBS Corp. from September 2018 until its merger with Viacom Inc. in December 2019, and she is currently the chair of the audit committee of ViacomCBS Inc. (NASDAQ: VIAC), a mass media company. She also served as a director of the Institute of International Education since February 2019 and serves as a member of its audit committee. Ms. Byrne is a former Vice Chairman, Investment Banking at Barclays PLC (NYSE: BCS) and Lehman Brothers and held senior leadership positions in both the Energy and Technology Investment Banking Groups at each firm. Ms. Byrne served on the British-American Business Council, New York City Board from 2013 to 2017, and on the board of trustees of Mount Holyoke College, South Hadley from 2006 to 2016. American Banker named Ms. Byrne in the top 5 of the “25 Most Powerful Women in Finance” for eight consecutive years through 2017, and she received American Banker’s Lifetime Achievement Award in Finance in October 2018. She has been a lifetime member of The Council on Foreign Relations since 2013. Ms. Byrne graduated Mount Holyoke College magna cum laude with a degree in economics. Ms. Byrne is well-qualified to serve as a director due to her executive, investment and public company board experience. Dr. Kurt Lauk will be one of our independent directors as of the effective date of the registration statement of which this prospectus forms a part. Dr. Lauk is currently a director of Magna International (NYSE: MGA), a Canadian mobility technology company for OEMs. Dr. Lauk also currently serves as a Board Member of Fortemedia, Inc. He is the President of Globe CP GmbH, a private investment firm he co-founded in 2000. From 2013 to 2019, Dr. Lauk served on the board of directors of Solera, a software company for the automotive industry. From 2004 to 2009, Dr. Lauk served as a Member of the European Parliament, including as a Member of the Economic and Monetary Affairs Committee and Deputy Member of the Foreign and Security Affairs Committee. From 2000 to 2015, Dr. Lauk served as the Chairman of the Economic Council to the Christian Democratic Party. From 1996 to 1999, Dr. Lauk served as a Member of the Board of Management and Head of World Wide Commercial Vehicles Division of Daimler Chrysler (FRA: DAI). Prior to those positions, from 1989 to 1992, Dr. Lauk served as Deputy Chief Executive Officer and Chief Financial Officer of Audi AG (FRA: NSU). Dr. Lauk was also Chief Financial Officer and Controller of VEBA AG - now known as E.ON AG from 1992 to 1996, Chief Executive Officer of Zinser Textil Machinery GmbH from 1984 to 1989, and a Partner and Vice President of the German practice of Boston Consulting Group from 1978 to 1984. Dr. Lauk currently serves as a trustee of the International Institute for Strategic Studies in London and was an honorary professor with a chair for international studies at the European Business School in Reichartshausen, Germany. Dr. Lauk holds both a PhD in international politics from Kiel and an MBA from Stanford University. Dr. Lauk is well-qualified to serve as a director due to his legislative, executive, operational and investment experience. Tanguy V. Serra will be one of our independent directors as of the effective date of the registration statement of which this prospectus forms a part. Mr. Serra has been the President and Chief Investment Officer of Loanpal since January 2018 and the co-founder of GoodFinch LLC, an asset manager, since February 2020. Mr. Serra previously served as the President of SolarCity Corporation, which became a subsidiary of Tesla, Inc. (NASDAQ: TSLA) in November 2016, from May 2013 to November 2016. Mr. Serra co-founded and served as the Chief Executive Officer and President of Vivint Solar, Inc., a solar energy solutions company, from April 2011 to April 2013. From April 2004 to September 2011, Mr. Serra served as a Vice President at TPG Capital, L.P., a private equity investment firm. From 2001 to 2004, Mr. Serra held financial analyst positions with Morgan Stanley Capital Partners and Merrill Lynch. Mr. Serra holds a bachelor’s degree in accounting from ESCP Europe in Paris. Number and Terms of Office of Officers and Directors Upon the effectiveness of the registration statement of which this prospectus forms a part, we expect that our board of directors will consist of seven members. Holders of our founder shares will have the right to elect all of our directors prior to consummation of our initial business combination and holders of our public shares will not have the right to vote on the election of directors during such time. These provisions of our amended and restated certificate of incorporation may only be amended if approved by a majority of at least 90% of our common stock 109 Table of Contents voting at a stockholder meeting. Our board of directors will be divided into three classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term. The term of office of the first class of directors, consisting of Ms. Brownell and Mr. Serra, will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of Ms. Byrne and Dr. Lauk, will expire at the second annual meeting of stockholders. The term of office of the third class of directors, consisting of Messrs. Hennessy, Ethridge and Immelt, will expire at the third annual meeting of stockholders. We may not hold an annual meeting of stockholders until after we consummate our initial business combination. 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. Subject to any other special rights applicable to the stockholders, any vacancies on our board of directors may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of our board that includes any directors representing our sponsor then on our board, or by a majority of the holders of our founder shares. 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 will provide that our officers may consist of a Chief Executive Officer, a President, a Chief Financial Officer, Vice Presidents, a Secretary, Assistant Secretaries, a Treasurer, Assistant Treasurers 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 Mr. Immelt, Ms. Brownell, Ms. Byrne, Dr. Lauk and Mr. Serra are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules. Our audit committee will be entirely composed of independent directors meeting Nasdaq’s additional requirements applicable to members of the audit committee. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Executive Officer and Director Compensation None of our officers or directors have to date received any 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 $15,000 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. We will pay Mr. Petruska, our Chief Financial Officer, $29,000 per month for his services prior to the consummation of our initial business combination, of which 40% is payable upon the successful completion of our initial business combination. We will also pay Mr. Ethridge, our President and Chief Operating Officer appointee, a $500,000 fee upon the successful completion of our initial business combination. Our sponsor, officers, directors and 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 by us to our sponsor, officers, dire