Our officers, directors and director nominees are as follows: Name Age Position Joshua A. Lobel 50 Chairman of the Board Gavin Hood 47 Chief Executive Officer and Director Kenneth L. Bedingfield 48 Chief Financial Officer Grant Verstandig 31 Director Nominee Gavin Hood serves as our Chief Executive Officer and as a member of our board of directors. Mr. Hood’s dedication to Red Cell DRM Acquisition Corp. follows more than two decades in highly complex public and private sector leadership roles. From 2012-2020, after more than a decade of public service, Mr. Hood was appointed Chief of Staff and Global Director of Business and Operations at Palantir Technologies (NYSE: PLTR), the world’s leading data analytics company. Working closely with Palantir’s CEO and co-founders, Mr. Hood served in a dynamic leadership role that spanned every aspect of Palantir’s business that included reporting relationships across functions such as sales, recruitment, global operations, legal and media, and directly drove the company’s growth into a global multi-billion-dollar enterprise. Over the course of eight years, Mr. Hood built and oversaw a wide range of the company’s global operations, hired and managed some of the firm’s strongest talent, and led global business development where he launched industry-changing joint ventures, spearheaded expansion into new geographies, and crafted and executed strategies that produced over $1.0 billion in contract value. During his tenure, Mr. Hood also helped navigate transformative policy challenges regarding the role of private industry in national security and developed critical initiatives to address the complexities associated with technology, national security, and civil liberties. Prior to Palantir, Mr. Hood pursued a global multidimensional career as an international lawyer, 112 human rights lawyer, and national security official. He has unique first-hand experience navigating some of the most complex legal and political challenges of our time, including prominent international war crimes trials and prosecutions. As a former member of the British Intelligence Services, Mr. Hood served as liaison between the UK and US intelligence communities on the highest priority national security operations of the time. Ken Bedingfield serves as our Chief Financial Officer. Mr. Bedingfield currently serves as the Chief Operating Officer & Chief Financial Officer of Epirus, an AI-enabled power management company focused on directed energy defense applications that has raised over $140.0 million in capital. Mr. Bedingfield has scaled Epirus’ operations across finance, manufacturing, supply chain, human resources, contracts and pricing, and investor relations, positioning the company for rapid growth across defense and commercial markets. Prior to Epirus, Mr. Bedingfield served as Corporate Vice President and Chief Financial Officer of Northrop Grumman for over 5 years, where he was responsible for all finance-related activities, including cost and schedule management, contracts, pricing and estimating, supply chain, investor relations, and investments and the pension trust, overseeing over $50.0 billion in assets. During his tenure as Chief Financial Officer, Mr. Bedingfield helped lead several transformative initiatives that drove the company’s market capitalization expansion from less than $30.0 billion to over $60.0 billion. Among other successes, Mr. Bedingfield helped secure the B-21 Raider contract, strategically positioned the company for the GBSD program, oversaw the $8.0 billion acquisition of Orbital ATK, and issued over $10.0 billion of public debt. Prior to his role as Corporate Vice President and Chief Financial Officer, Mr. Bedingfield served as Chief Financial Officer of Northrop Grumman’s Aerospace Systems Sector. Prior to that role, Mr. Bedingfield served as Corporate Controller and Chief Accounting Officer of Northrop Grumman Corporation. Before joining Northrop Grumman, Mr. Bedingfield was a partner at KPMG LLP, where he ran the firm’s U.S. Aerospace & Defense audit practice. He joined KPMG after graduating from the University of Maryland in 1994. Josh Lobel serves as the Chairman of our board of directors. Mr. Lobel is a Founding Partner at Red Cell and an accomplished investor and board member, with significant specialization in defense and health care. Mr. Lobel is the Chairman of Focus RoQ Holdings, a family office holding company specializing in aerospace, mobility, defense and health care. Mr. Lobel also Co-founded Archer Capital Management, a multi-asset class alternatives firm that he ran for 15 years, and is the CEO of Centerline Capital Management. His investing career spans significant investment in technology, media, telecommunications, transportation, aerospace and special purpose acquisition companies. He was also an early team member at Redwood Capital Management and held positions in the private equity and mergers and acquisitions groups at Morgan Stanley & Co. He is an early investor in and serves on the board of directors of Red 6 Aerospace and Sky Harbour, LLC, and is an investor in and adviser to AirMap. Mr. Lobel serves on the board of directors of the post-restructured Akorn Pharmaceuticals, the CIA Officers Memorial Foundation, where he serves as a member of the investment committee, and Cedars Sinai Medical System, where he serves as Chair of the Investment Committee. Mr. Lobel graduated from the University of California at Los Angeles and The Wharton School, University of Pennsylvania. Grant Verstandig is a member of our board of directors. Mr. Verstandig is a Founding Partner at Red Cell and an accomplished healthcare and defense technology entrepreneur, investor, and technology advisor. Mr. Verstandig founded Rally Health, a consumer-centric digital health company acquired by UnitedHealth Group, and co-founded Epirus, an AI-enabled power management company focused on directed energy defense applications that has raised over $140.0 million in capital. Mr. Verstandig remains engaged with both companies, serving as Chief Digital Officer of UnitedHealth Group where he leads digital transformation across the enterprise and as Executive Chairman of Epirus where he spearheads growth strategy and supports a field-leading executive and technical team. With over a decade of experience solving some of the most complex technology challenges in healthcare and defense, Mr. Verstandig has developed keen insights regarding mission-critical enabling technologies and their use cases. Applying these insights as an investor and business-builder, Mr. Verstandig has backed numerous technology-led companies from their earliest stages through their successful transition into the public markets, including NexImmune (NASDAQ: NEXI), where he serves on the board of directors. A respected technologist as well as practitioner, Mr. Verstandig advises several public and civic institutions, including the National Security Agency where he serves as senior advisor on advanced analytics, technology, and artificial intelligence. 113 Number and Terms of Office of Officers and Directors Our board of directors will be 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’s 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 and , will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of and , will expire at our second annual meeting of the stockholders. The term of office of the third class of directors, consisting of and , will expire at our third annual meeting of stockholders. We may not hold an annual meeting of stockholders until after we complete 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 completion of an initial business combination, will be entitled to nominate three individuals for election to our board of directors, as long as our sponsor holds any securities covered by the registration and stockholders 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 nominate persons to the offices set forth in our amended and restated certificate of incorporation as it deems appropriate. Our amended and restated certificate of incorporation will provide that our officers may consist of one or more chairman of the board of directors, 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 within one year of our initial public offering. 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, stockholder or officer of an organization that has a relationship with the company). We expect to have three “independent directors” as defined in Nasdaq rules and the applicable SEC rules prior to completion of this offering. Our board of directors has determined that , and are “independent directors” as defined in Nasdaq’s listing standards and applicable SEC rules. 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 completion of our initial business combination and our liquidation, we will reimburse affiliates of our sponsor for office space and administrative support services provided to us in the amount of $20,000 per month. 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 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 completing an initial business combination. Other than these payments and reimbursements, no compensation of any kind, including 114 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, 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 proxy solicitation materials or tender offer 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 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 completion 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 completion 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 three standing committees: an audit committee, a compensation committee and a corporate governance and nominating committee. Subject to phase-in rules and a limited exception, the rules of Nasdaq and Rule 10A 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. Each committee will operate under a charter that will be approved by our board of directors and will have the composition and responsibilities described below. The charter of each committee will be available on our website following the closing of this offering. 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. , and will serve as members of our audit committee. Under Nasdaq’s listing standards and applicable SEC rules, we are required to have three members of the audit committee, all of whom must be independent, subject to the exception described below. Our board of directors has determined that each of , and are independent under Nasdaq’s listing standards and applicable SEC rules. will serve as the chairman of the audit committee. Each member of the audit committee is financially literate and our board of directors has determined that qualifies as an “audit committee financial expert” as defined in applicable SEC rules. The primary functions of the audit committee include: • appointing, compensating and overseeing our independent registered public accounting firm; • reviewing and approving the annual audit plan for the company; • overseeing the integrity of our financial statements and our compliance with legal and regulatory requirements; 115 • discussing the annual audited financial statements and unaudited quarterly financial statements with management and the independent registered public accounting firm; • 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; • monitoring our environmental sustainability and governance practices; • 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; • discussing earnings press releases and financial information provided to analysts and rating agencies; • discussing with management our policies and practices with respect to risk assessment and risk management; • reviewing any material transaction between our Chief Financial Officer that has been approved in accordance with our Code of Ethics for our officers, and providing prior written approval of any material transaction between us and our Chief Executive Officer; and • producing an annual report for inclusion in our proxy statement, in accordance with applicable rules and regulations. The audit committee is a separately designated standing committee established in accordance with Section 3 (a)(58)(A) of the Exchange Act. Compensation Committee Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish a compensation committee of our board of directors. The members of our compensation committee will be , and will serve as chairman of the compensation committee. Under Nasdaq’s listing standards and applicable SEC rules, we are required to have a compensation committee composed entirely of independent directors. Under Nasdaq’s listing standards and applicable SEC rules, we are required to have a compensation committee comprised entirely of independent directors, subject to certain phase-in rules. Our board of directors has determined that each of , and are independent. We will adopt a compensation committee charter, which will detail the principal functions of the compensation committee, including: • reviewing and approving corporate goals and objectives relevant to our Chief Executive Officer’s compensation (if any), evaluating our Chief Executive Officer’s performance in light of those goals and objectives, and setting our Chief Executive Officer’s compensation level (if any) based on this evaluation; • setting salaries and approving incentive compensation and equity awards, as well as compensation policies, for all other officers who file reports of their ownership, and changes in ownership, of the company’s common stock under Section 16(a) of the Exchange Act (the “Section 16 Officers”), as designated by our board of directors; • making recommendations to the board with respect to incentive compensation programs and equity-based plans that are subject to board approval; 116 • approving any employment or severance agreements with our Section 16 Officers;