Our officers, directors and director nominees are as follows: Name Age Position Barry S. Sternlicht 59 Chairman Nominee Paul E. Jacobs, Ph.D. 34 Chief Executive Officer and Director Nominee Derek K. Aberle 50 Director Wilcoln Lee 45 Chief Information Officer Michael Racich 48 Chief Financial Officer David E. Wise 55 Director Nominee Barry S. Sternlicht has agreed to serve as the Chairman of the board of directors of Jaws Juggernaut Acquisition Corporation and is a well-known entrepreneur and operator with an extensive deal-making history. He founded Starwood Capital in 1991and currently serves as Chairman and Chief Executive Officer. Starwood Capital is a private alternative investment firm focused on global real estate, hotel management, oil and gas, and energy infrastructure with over $73 billion of assets under management as of December 31, 2020. Through the Starwood Capital platform, Mr. Sternlicht has created several multi-billion dollar public market companies, ranging from traditional real estate to branded hospitality. He has also executed several marquee public market transactions to enhance the scale of his core platform — including the creation and expansion of Starwood Property Trust (NYSE: STWD), the consolidation of Starwood Hotels & Resorts Worldwide (formerly NYSE: HOT), the spin-off and growth of Invitation Homes (NYSE: INVH), and the formation of Equity Residential (NYSE: EQR). Similarly, he has been involved in numerous private market consumer businesses as an early investor. Mr. Sternlicht currently serves as the Chairman and Chief Executive Officer of STWD, a leading, diversified real estate finance company with over $5 billion in market capitalization as of January 2021; and one of the first mortgage REITs launched post-crisis. Since inception in 2009, Mr. Sternlicht has guided STWD through a steady evolution with over $63 billion in deployed capital, evolving from a pure-play commercial lender to a diversified commercial REIT with residential lending, commercial mortgage servicing, property ownership, and infrastructure lending. Mr. Sternlicht also has deep operating expertise, serving as the Chairman, from January 1995 through May 2005, and as the Chief Executive Officer, from January 1995 through September 2004, of HOT; a period in which the share price appreciated at a compound annual growth rate of approximately 16%. Over his tenure as Chief Executive Officer, Mr. Sternlicht grew the total market capitalization of HOT to approximately $10 billion. As Chief Executive Officer, Mr. Sternlicht executed several key acquisitions, including Westin Hotels, Patriot American, and ITT Corp., and led the development of the W Hotel concept. Additionally, Mr. Sternlicht serves as Chairman of three SPACs: Jaws Spitfire Acquisition Corporation (NYSE: SPFR), which successfully conducted its initial public offering (“IPO”) in December 2020, Jaws Acquisition Corp. (NYSE: JWS), which successfully conducted its IPO in May 2020, and Jaws Mustang Acquisition Corporation (NYSE: JWSM), which successfully conducted its IPO in February 2021. On November 12, 2020, Jaws Acquisition Corp. announced its merger with Cano Health, a primary care-centric, technology-powered healthcare delivery and population health platform. The combined company will operate as Cano Health, and will be listed on the NYSE under the new ticker symbol “CANO”. The business combination is expected to close in the end of the first quarter or the beginning of the second quarter of 2021, following the receipt of the required approval by Jaws Acquisition Corp.’s shareholders and the fulfillment of other customary closing conditions. Mr. Sternlicht is also a member of the board of directors of INVH, The Estée Lauder Companies Inc. (NYSE: EL), and A.S. Roma S.p.A. (MIB: ASR), and Vesper Healthcare Acquisition Corp. (Nasdaq: VSPR). We believe Mr. Sternlicht’s significant investment experience makes him well qualified to serve as a member of our board of directors. Paul E. Jacobs, Ph.D. is the Chief Executive Officer of Jaws Juggernaut Acquisition Corporation and has agreed to serve on our board of directors. Dr. Jacobs has over three decades of leadership experience in mobile communications and is currently the Chairman and Chief Executive Officer of XCOM Labs, a wireless technology company he founded in April 2018. XCOM Labs includes an experienced team of wireless systems engineers and professionals that develop advanced wireless technology solutions, including ones that enable high-performance 107 Table of Contents 5G use cases. From 1990 to 2018, Dr. Jacobs held numerous engineering and leadership positions at Qualcomm, Inc. (Nasdaq: QCOM), a semiconductor and telecommunications equipment company, including Executive Chairman, Chairman, and Chief Executive Officer. Dr. Jacobs served as Qualcomm’s Executive Chairman from March 2014 to March 2018; Chairman of the board of directors from March 2009 to March 2018; and Chief Executive Officer from July 2005 to March 2014. As Chief Executive Officer of Qualcomm, Dr. Jacobs spearheaded the company’s efforts to develop and commercialize mobile technology breakthroughs that significantly contributed to the growth of both the company and the industry. Dr. Jacobs currently serves as an advisor and member of the board of directors for a number of other companies and organizations, both public and private. Since 2016, Dr. Jacobs has been a member of the board of directors of Dropbox. He has been the Chairman of Heal, a market leader in doctor house calls, since 2019. Dr. Jacobs is an alternate Governor of the NBA and Vice Chairman of the Sacramento Kings. He is the Co-Chair of the UC Berkeley Board of Visitors; the Co-Chair of the advisory board of the UCB College of Engineering; a member of the Cornell Tech Council; a member of the National Academy of Engineering; and a Fellow of the American Academy of Arts and Sciences. Dr. Jacobs holds a Ph.D. in Electrical Engineering and Computer Science, an M.S. in Electrical Engineering, and a B.S. in Electrical Engineering and Computer Science from the University of California, Berkeley. We believe Dr. Jacobs’ significant management and investment experience make him well qualified to serve as a member of our board of directors. Michael Racich is the Chief Financial Officer of Jaws Juggernaut Acquisition Corporation. Mr. Racich is also the Chief Financial Officer of Jaws Mustang Acquisition Corporation, Jaws Spitfire Acquisition Corporation and Jaws Acquisition Corp. Since 2010, Mr. Racich has served as the Chief Financial officer of JAWS Estates Capital LLC. Previously, Mr. Racich was a director at Frydland Stevens LLC from 2007 to 2014 and also worked for JAWS Estates Capital LLC from 2005 to 2007. While at Frydland Stevens LLC, Mr. Racich advised JAWS Estates Capital LLC on tax related issues and was responsible for preparing JAWS Estates Capital LLC’s tax filings. Mr. Racich graduated from Villanova University in 1994 with a Bachelor of Science in Accountancy. Wilcoln Lee is the Chief Investment Officer of Jaws Juggernaut Acquisition Corporation. Mr. Lee has served as Portfolio Manager of JAWS Estates Capital LLC since 2008. Mr. Lee directs the public market strategy of JAWS Estates Capital LLC with a particular emphasis on technology, media, and telecom. He also directed JAWS Estates Capital LLC’s private investments in Pivotal Commware and XCOM Labs. Prior to joining JAWS Estates Capital LLC, Mr. Lee was Director of Research at Scout Capital Management, a New York based hedge fund. Before Scout Capital, Mr. Lee was an analyst at Flatiron Partners, a New York based venture capital firm. He began his career as an analyst in the Mergers & Acquisitions group of Donaldson, Lufkin, & Jenrette. Mr. Lee received a B.S. in Industrial Engineering from Stanford University. Derek K. Aberle is a member of the board of directors of Jaws Juggernaut Acquisition Corporation. Mr. Aberle currently serves as Executive Vice Chairman and director of XCOM Labs, which he co-founded with Paul E. Jacobs in July 2018. He also is CEO and member of the board of directors of Prospector Capital Corp. (Nasdaq: PRSRU), a SPAC which successfully conducted its IPO in January 2021. Mr. Aberle served as President and Chief Operating Officer of XCOM Labs from July 2018 to November 2020. Prior to XCOM Labs, Mr. Aberle spent 17 years at Qualcomm, including as President of Qualcomm from March 2014 to January 2018. He was an officer and member of Qualcomm’s Executive Committee and Qualcomm Ventures Investment Committee from 2008 until January 2018. As President and Group President, he led many of Qualcomm’s growth strategies and oversaw both Qualcomm’s earlier stage and mature businesses, including the semiconductor (“QCT”), technology and IP licensing (“QTL”), data center, display, wireless charging, augmented reality, and healthcare businesses. Prior to Qualcomm, Mr. Aberle was an attorney with the international law firms Pillsbury Winthrop and Heller Ehrman. We believe Mr. Aberle’s significant investment experience makes him well qualified to serve as a member of our board of directors. David E. Wise has agreed to serve as a member of the board of directors of Jaws Juggernaut Acquisition Corporation. Mr. Wise served in various positions at Qualcomm Inc. (Nasdaq: QCOM) for nearly 24 years. From April 2019 to August 2019 Mr. Wise served as Senior Vice President and Interim Chief Financial Officer of Qualcomm Inc. and from December 2015 to April 2019, Mr. Wise served as Senior Vice President of Finance and 108 Table of Contents Treasurer of Qualcomm Inc. Prior to joining Qualcomm Inc., Mr. Wise was an associate at Dean Witter Reynolds, an investment banking firm from June 1994 to January 1997. Mr. Wise received an MBA from the Darden School of Management at University of Virginia and a B.A. in Economics from Bates College. We believe Mr. Wise’s significant management and investment experience make him well qualified to serve as a member of our board of directors. Number and Terms of Office of Officers and Directors Our board of directors 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 general meeting) serving a three-year term. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general 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 David Wise, will expire at our first annual general meeting. The term of office of the second class of directors, consisting of Derek Aberle, will expire at our second annual meeting of shareholders. The term of office of the third class of directors, consisting of Barry S. Sternlicht and Paul E. Jacobs, Ph.D., will expire at our third annual meeting of shareholders. 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 on or prior to the closing of this offering, our sponsor, upon and following consummation of an initial business combination, will be entitled to nominate three individuals for appointment to our board of directors, as long as the sponsor holds any securities covered by the registration and shareholder 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 appoint persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate. Our amended and restated memorandum and articles of association will provide that our officers may consist of one or more 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, subject to phase-in rules, a majority of our board of directors be independent. Our board of directors has determined that Mr. Wise is an “independent director” as defined in Nasdaq listing standards. 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 reimburse an affiliate of our sponsor for office space, secretarial and administrative services provided to us in the amount of $10,000 per month. In addition, our sponsor, executive officers and directors, or 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, executive officers or directors, 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 consummating an initial business 109 Table of Contents 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 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 shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders 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. 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. 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. Subject to phase-in rules and a limited exception, the rules of Nasdaq require that the compensation committee of a listed company be comprised solely of independent directors. 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. Mr. Wise, Dr. Jacobs and Mr. Aberle will serve as members of our audit committee. Our board of directors has determined that Mr. Wise is independent under Nasdaq listing standards and applicable SEC rules. Mr. Wise will serve as the Chairman of the audit committee. Dr. Jacobs and Mr. Aberle do not meet the independent director standard under Rule 10A-3(b)(l) of the Exchange Act. Under Nasdaq listing standards and applicable SEC rules, subject to phase-in rules, we are required to have at least three members of the audit committee, all of whom must be independent. Because we expect to list our securities on Nasdaq in connection with our initial public offering, our audit committee must have one independent member at the time of listing, a majority of independent members within 90 days of listing, and consist entirely of independent members within one year of listing. Each member of the audit committee is financially literate and our board of directors has determined that Mr. Wise qualifies as an “audit committee financial expert” as defined in applicable SEC rules. The audit committee is responsible for: • meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems; • monitoring the independence of the independent registered public accounting firm; 110 Table of Contents • verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; • inquiring and discussing with management our compliance with applicable laws and regulations; • pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed; • appointing or replacing the independent registered public accounting firm; • determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; • establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; • monitoring compliance on a quarterly basis with the terms of this offe