Our officers, directors and director nominees are as follows: Name Age Position Roger Fradin 67 Chairman Murray Grainger 48 Chief Executive Officer and Director Noah Kindler 42 Chief Financial Officer and Chief Technology Officer Mitchell Jacobson 71 Director Nominee Mark Levy 69 Director Nominee Andrew Teich 60 Director Nominee Roger Fradin serves as the Chairman of our Board of Directors. Mr. Fradin has over 40 years of experience acquiring, building, and leading a diverse set of industrial businesses. Mr. Fradin began his career at Pittway Corporation where he held a variety of roles of increasing responsibility, including President and Chief Executive Officer of the Security and Fire Solutions segment, and helped lead an entrepreneurial team which transformed Pittway into a $2 billion world leader in electronic security and fire systems. In 2000, Pittway was acquired by Honeywell International Inc. (NYSE: HON). Shortly thereafter, Mr. Fradin assumed the role of President and Chief Executive Officer of Honeywell ACS. In this role, Mr. Fradin transformed ACS from a business with $7 billion in sales in 2003 focused predominantly on the U.S. market to a $17 billion in sales (as of 2014) global business leader in the development and manufacture of environmental controls, life safety products, and building and process solutions. From 2000 to 2017, Mr. Fradin oversaw, directed, and integrated the acquisition of over 60 companies at Honeywell, aggregating billions of dollars in deal value. Mr. Fradin’s strategy and execution for ACS helped deliver more than $85 billion of value to Honeywell’s shareholders. During his tenure at Honeywell, Mr. Fradin also served as Vice Chairman of Honeywell where he was responsible for acquisition strategy for all of Honeywell. Mr Fradin also was responsible for a large advanced research & technology organization that executed many classified programs, as well as inventing many core new technologies such as Honeywell’s quantum computer offering. After retiring from Honeywell, Mr. Fradin was named Chairman of Resideo Technologies, Inc. (NYSE: REZI), a leading provider of home comfort and security solutions. At Resideo, Mr. Fradin recruited the Chief Executive Officer, senior management team, and Board of Directors as well as installed all public company board processes and procedures. Mr. Fradin also currently serves as the Chairman of the board of directors of Juniper Industrial, where he previously served as Chief Executive Officer from August 2019 to January 2020. In addition to Resideo and Juniper Industrial, Mr. Fradin currently sits on the boards of L3Harris Technologies Inc. (NYSE: LHX), Vertiv Holdings Co (NYSE: VRT) and several of Carlyle’s portfolio companies in his capacity as a Carlyle Operating Executive. He also previously served as a member of the board of directors for each of MSC Industrial Direct Co., Inc. (NYSE: MSM) and Pitney Bowes, Inc. (NYSE: PBI). Mr. Fradin holds a B.S. and M.B.A. from The Wharton School at the University of Pennsylvania. We believe Mr. Fradin’s significant expertise in business strategy and corporate finance and management experience makes him well qualified to serve as a director. Murray Grainger serves as our Chief Executive Officer and as a member of our Board of Directors. Mr. Grainger has over 25 years of global industrial experience within general management, corporate finance, mergers, acquisitions and integrations, strategic planning, and technology investing. Mr. Grainger began his career at ITT Industries, where he held engineering, product management, investor relations and corporate development roles across Sweden, Australia and the United States. Mr. Grainger joined Honeywell International Inc. (NYSE: HON) in 2004 and over the course of his 17 year career held a number of leadership roles across Honeywell’s global businesses and functions. During his tenure at Honeywell, Mr. Grainger served as Vice President of Investor Relations, where he led partnerships with external stakeholders including the buy- and sell-side analyst community and built strong relationships with internal stakeholders, including Mr. Fradin and other senior leaders, to develop expert knowledge of the company and serve as a trusted advisor to share the Wall 113 Table of Contents Street perspective. Mr. Grainger also served Chief Financial Officer for Honeywell’s Advanced Materials strategic business unit and General Manager for the Advanced Fibers and Composites businesses. Mr. Grainger was a member of Honeywell’s Global M&A team and subsequently Vice President of Business Development and M&A for Honeywell’s ACS segment, its largest business unit. In these roles, Mr. Grainger aided or led multiple buy- and sell-side transactions including Novar plc, Universal Oil Products (UOP) and Intelligrated, among others, and partnered directly with Mr. Fradin on several of these transactions in his capacity as President and CEO of ACS and Vice Chairman of Honeywell. Most recently, Mr. Grainger was the founding Managing Director and Global Head of Honeywell Ventures, based in Silicon Valley, where he built one of the leading corporate venture capital programs in the industrials sector, leading more than 30 investments across emerging technology areas including robotics and advanced manufacturing, AI/ML, cybersecurity, urban air mobility, worker productivity and quantum computing. Mr. Grainger holds a bachelor’s degree in mechanical engineering from the University of Sydney and an M.B.A. from Columbia University. We believe Mr. Grainger’s extensive background across emerging technology areas in the industrials sector and his significant experience in a variety of corporate leadership roles make him well qualified to serve as a director. Noah Kindler serves as our Chief Financial Officer and Chief Technology Officer. Mr. Kindler has over 20 years of experience as a technology and strategy executive. He has deep experience identifying and working with early stage technology companies. Early in his career, he served as a consultant at McKinsey & Company, where he advised Fortune 500 companies globally and won awards for innovation. He then joined Avira, a multinational security company where he was the President of the Americas and the VP of Technology/Operations where he focused on growing their market share in the US, where they would eventually be acquired by Symantec. He later joined Knotel in 2015, a property-technology leader, where he served until May 2018 as a general manager and drove substantial sales growth. From May 2018 to August 2019, Mr. Kindler was a member of the senior leadership of Canoo, Inc. (NASDAQ: GOEV), joining as one of its first employees, in charge of the Silicon Valley office and responsible for the internet enabled software within the vehicle while it grew to an eventual successful merger with Hennessy Capital Acquisition Corp IV. In August 2019, Mr. Kindler joined ConcertVDC, Inc. as a founding board member and where he is currently Chief Product Officer. He also serves as a long tenured advisor at the Stanford technology accelerator, StartX. He has a BS degree in computer science from Stanford University and an MBA, with distinction, from Harvard Business School. Mr. Kindler is the son-in-law of our Chairman, Roger Fradin. Mitchell Jacobson has agreed to serve as a member of our Board of Directors. Mr. Jacobson began his career in 1976 at MSC, a premier distributor of MRO products and services to industrial customers throughout North America. In 1995, Mr. Jacobson was appointed President and Chief Executive Officer of MSC and served as President until 2003 and Chief Executive Officer until 2005. Mr. Jacobson became Chairman of the Board of MSC in 1998 and transitioned to Non-Executive Chairman in 2013, where he continues to serve today and remains active in ongoing growth initiatives. Mr. Jacobson has served as Director of Ambrosia Holdings, L.P. (the holding company of TriMark USA, the country’s largest provider of equipment, supplies, and design services to the foodservices industry) since 2017 as a Director of Juniper Industrial since November 2019 and previously served as a member of the Board of Directors at HD Supply Holdings, Inc. (NASDAQ: HDS) from 2007 to 2013. Mr. Jacobson is currently a member of the Board of Trustees for New York Presbyterian Hospital, as well as the hospital’s Investment and Patient Experience committees. Mr. Jacobson also serves as a Trustee for New York University School of Law. Mr. Jacobson is a graduate of Brandeis University and the New York University School of Law. We believe Mr. Jacobson’s business strategy expertise makes him well qualified to serve as a director. Mark Levy has agreed to serve as a member of our Board of Directors. Mr. Levy has over 20 years of experience within the industrials sector and deep expertise in building businesses, developing customer relationships, and executing lean manufacturing. From 2000 to 2014, Mr. Levy served as President and Chief Executive Officer of Honeywell’s Life Safety division where he led the transformation of the business into a global leader in commercial fire alarm systems, gas detection, and industrial-grade personal protection 114 Table of Contents equipment. Additionally, during his tenure, Mr. Levy spearheaded 26 acquisitions, growing sales from $350 million to $3.9 billion. Mr. Levy started his career at Fire-Lite Alarms, a fire alarm business in Connecticut, which he grew to $50 million before selling to Pittway Corporation, and then subsequently grew to $350 million before selling to Honeywell. Mr. Levy remained president of Fire-Lite Alarms and in 1987 was additionally named president of NOTIFIER, also acquired by Pittway. Mr. Levy previously served on the board of directors of the University of New Haven and as Chairman of the board of directors of Easter Seals/Goodwill Industries in Connecticut. Mr. Levy currently serves as a member of the Board of Directors at Quexco, Inc., Eco-Bat Technologies, Sciens Building Solutions and Laticrete International, and has served as a member of the Board of Directors of Juniper Industrial since November 2019. Mr. Levy also currently serves as Co-Chairman of the Board of Directors at Potter Electric Signal Co. Mr. Levy holds a B.S. in Business Administration from the University of Denver and an honorary Doctor of Business from the University of New Haven. We believe Mr. Levy’s significant expertise in building businesses and corporate finance experience makes him well qualified to serve as a director. Andrew Teich has agreed to serve as a member of our Board of Directors. Mr. Teich has over 35 years of experience in the industrial technology sector. Mr. Teich served as the President and Chief Executive Officer of FLIR Systems, Inc. (NASDAQ: FLIR), a public multinational imaging and sensing company, from May 2013 until his retirement from the company in June 2017. Mr. Teich joined FLIR in 1999 as Senior Vice President, Marketing, and held various positions within FLIR since that time, including President of Commercial Vision Systems and President of Commercial Systems. He also served on the board of directors of FLIR from July 2013 until his retirement in June 2017. Prior to joining FLIR, Mr. Teich held various positions at Inframetrics, Inc. (acquired by FLIR in 1999), including Vice President of Sales and Marketing. Mr. Teich has been involved in more than 25 technology company acquisitions throughout his career and is listed as an inventor on more than 50 patents. He and became known in the industry as a principal innovator of commercial and military thermal imaging and successfully expanded into visible, radar, sonar, near infrared, and CBRNE (Chemical, Biological, Radiological, Nuclear, and Explosive) technologies and markets. Mr. Teich has served as a director of Sensata Technologies Holdings plc (NYSE: ST), a multinational automotive and industrial sensing company, since May 2014, and as the Chairman of the board since July 2019. In October 2018, he joined the board of directors of Resideo Technologies, Inc. (NYSE: REZI), where he is currently the lead independent director. Mr. Teich received his B.S. degree in marketing from Arizona State University and is an alumnus of the Harvard Business School Advanced Management Program. We believe Mr. Teich’s extensive background in the industrial technology sector and his experience in acquisitions and operational integration make him well qualified to serve as a director. NUMBER AND TERMS OF OFFICE OF OFFICERS AND DIRECTORS We intend to have five directors upon completion of this offering. 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 Mitchell Jacobson, will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of Mark Levy and Andrew Teich, will expire at the second annual meeting of stockholders. The term of office of the third class of directors, consisting of Roger Fradin and Murray Grainger, 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. 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 consummation of an initial business combination will be entitled to nominate three individuals for election to our board of directors. 115 Table of Contents 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 The NYSE listing standards require that a majority of our board of directors be independent. An “independent director” is defined generally as a person that, in the opinion of the company’s board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). Our board of directors has determined that Mitchell Jacobson, Mark Levy and Andrew Teich 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. FAMILY RELATIONSHIPS Other than Roger Fradin and his son-in-law, Noah Kindler, there are no family relationships among any of our directors or executive officers. 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 $10,000 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. No compensation of any kind, including finder’s and consulting fees, will be paid to our sponsor, officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of our initial business combination. However, these individuals 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 or directors, or our or their affiliates. 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 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 116 Table of Contents 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 officers and directors that provide for benefits upon termination of employment. COMMITTEES OF THE BOARD OF DIRECTORS Our board of directors will have three standing committees: an audit committee; a nominating committee; and a compensation committee. Subject to phase-in rules and a limited exception, the rules of the NYSE 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 the NYSE require that the nominating and compensation committees 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. Mitchell Jacobson, Mark Levy and Andrew Teich will serve as members of our audit committee, and Mark Levy will serve as chairman of the audit committee. Subject to phase-in rules and a limited exception, the rules of the NYSE and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors. Our board of directors has determined that each of Messrs. Jacobson, Levy and Teich are independent. Each member of the audit committee is financially literate and our board of directors has determined