Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 27, 2023, the Board of Directors (the "Board") of two, a Cayman Islands
exempted company (the "Company"), appointed (i) Gloria Fu as a member of the
Board, as chairperson of the audit committee, as a member of the compensation
committee and as a member of the nominating and corporate governance committee;
(ii) Nick Geeza as Chief Financial Officer of the Company; (iii) M. Joseph Beck,
an existing director, as a member of the audit committee, as chairperson of the
compensation committee and as a member of the nominating and corporate
governance committee; and (iv) Adam Blake, an existing director, as a member of
the audit committee, a member of the compensation committee and as a member of
the nominating and corporate governance committee. The aforementioned
appointments became effective as of April 27, 2023. Each of Jack Leeney, an
existing director, Ms. Fu, Messrs. Beck and Blake qualifies as an independent
director. Ms. Fu qualifies as an "audit committee financial expert" as defined
in applicable Securities and Exchange Commission rules and has accounting or
related financial management expertise.
Biographies for each of Ms. Fu and Mr. Geeza are set forth below.
Ms. Gloria Fu, age 52, currently serves on the board of directors and is a chair
of the audit committee for Appreciate Holdings, Inc. (Nasdaq: SFR), which
combined with PropTech Investment Corporation II (Nasdaq: PTIC) in November
2022. Gloria Fu previously served as an independent director of PTIC II
beginning December 2020 and was a member of the audit and compensation
committees. Ms. Fu is the East Coast Chapter Chair for the International Luxury
Hotel Association, a leading trade association for luxury hospitality
executives. Ms. Fu is also on the board of directors and member of the audit and
development committees for Visions, a New York based non-profit sponsoring
programs for the blind. Ms. Fu brings over 20 years of investment management
expertise, most recently at JPMorgan Asset Management, Inc., where she served as
a Managing Director and portfolio manager from February 2004 to April 2019. Ms.
Fu's broad base of expertise includes strategy, financial analysis, and
shareholder-related issues. Ms. Fu is a subject matter expert in corporate
governance issues. Ms. Fu was a founding member of JPMorgan Asset Management's
Proxy Committee for which she provided leadership and guidance on a broad range
of topics including proxy contests, Say on Pay, and ESG. From March 2002 to
February 2004, Ms. Fu was a Vice President at JPMorgan Securities and a
sell-side equity research analyst focused on the gaming and lodging industries.
Ms. Fu is a Chartered Financial Analyst and holds a Bachelor of Sciences in
Hotel Administration and Master's in Hospitality Administration from Cornell
University. Ms. Fu is qualified to serve as a director of the Company due to her
investment advisory and real estate expertise, particularly omnichannel retail
and lodging.
Mr. Nick Geeza, age 38, has served as Head of Business Development of Hennessy
Capital Growth Strategies, an alternative investment company, since April 2023.
Mr. Nick has served as Enterprise Sales Director for Capital Preferences, Ltd.,
a wealth technology platform focused on using behavioral economics to reveal
client preferences and drive increased assets under management for global
enterprise financial institutions, since March 2022. From November 2007 to March
2022, Mr. Geeza served as Senior Vice President in the Derivative Products Group
at U.S Bank National Association, where he was responsible for developing and
servicing client relationships in the National Corporate Banking Technology,
Automotive and Insurance divisions. During his tenure, Mr. Geeza assisted in the
development and successful implementation of a dynamic hedging platform, advised
on compliance with U.S. GAAP accounting requirements, and negotiated
International Swaps and Derivatives Association, Dodd-Frank, and collateral
management documentation. Prior to U.S. Bank, Mr. Geeza worked at JP Morgan
Chase & Co. in New York. Mr. Geeza graduated Cum Laude with a B.S. from
Georgetown University and earned an MBA from the University of Chicago Booth
School of Business.
There are no family relationships between each of Ms. Fu and Mr. Geeza and any
director, executive officer, or person nominated or chosen by the Company to
become an executive officer of the Company. There are no transactions between
the Company and each of Ms. Fu and Mr. Geeza that are subject to disclosure
under Item 404(a) of Regulation S-K.
In connection with the appointment, the Company and each of the directors and
officers entered into certain joinders to letter agreement and registration
rights agreement and an indemnification agreement, which are substantially
similar to the letter agreement, registration rights agreement and
indemnification agreements, respectively, entered into by the former officers
and directors in connection with the Company's initial public offering.
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