Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 1, 2022, the Board of Directors (the "Board") of Anzu Special
Acquisition Corp I (the "Company") increased the size of the Board from three
directors to five directors and appointed Daniel J. Hirsch and Diane L. Dewbrey
as members of the Board, effective immediately, to fill the vacancies created by
the increase of the size of the Board. The Board also determined that Ms.
Dewbrey is an independent director as defined in the listing standards of The
Nasdaq Stock Market LLC, and appointed Ms. Dewbrey as a member of the Audit
Committee, the Compensation Committee, the Nominating and Corporate Governance
Committee and a special committee of the Board, and as chair of the Compensation
Committee.
In addition, on October 1, 2022, the Board appointed Mr. Hirsh as the Chief
Financial Officer and Corporate Secretary of the Company.
Mr. Hirsch, age 48, was a principal of Cascade Acquisition Holdings, LLC, the
sponsor of a special purpose acquisition company, Cascade Acquisition Corp.
(NYSE: CAS), formed in November 2020, and served as its chief operating officer
and chief financial officer through May 2022. Mr. Hirsch served as a consultant
to Trinity Real Estate Investments, LLC from January 2019 through November 2019
in connection with Trinity's sponsorship of a special purpose acquisition
company, Trinity Merger Corp, which completed its initial business combination
in November 2019 with Broadmark Realty Capital (NYSE: BRMK) ("Broadmark"). From
November 2019 through present, Mr. Hirsch has served on the board of Broadmark
and is currently the chair of the Nominating and Governance Committee and a
member of the Compensation Committee and the Finance Committee. In addition, Mr.
Hirsch has served on the board of The Macerich Company (NYSE: MAC) since 2018
and is currently a member of the Compensation Committee and Nominating and
Governance Committee. In addition, Mr. Hirsch served as a consultant to Farallon
Capital Management, L.L.C. ("Farallon"), an investment firm that manages capital
on behalf of institutions and individuals, for which he has served as a board
designee with respect to Farallon's investment in Playa Hotels & Resorts N.V.
(NASDAQ: PLYA), from January 2017 to March 2020. During his tenure as a director
at Playa Hotels & Resorts N.V., Mr. Hirsch served as the chair of the
Compensation Committee, and a member of the Nominating and Governance Committee
and Capital Allocation Committee. Previously, from November 2003 to December
2016, Mr. Hirsch held several senior positions at Farallon, including Managing
Member of the Real Estate Group from 2009 to December 2016, Managing Director
from 2007 to 2008 and Legal Counsel from 2003 to 2006. Prior to joining
Farallon, Mr. Hirsch worked as an associate in the San Francisco office of the
law firm Covington & Burling LLP, from 2001 to 2003. Mr. Hirsch graduated from
Yale Law School with a J.D. and earned a Bachelor of Arts degree, summa cum
laude, in Law, Jurisprudence and Social Thought from Amherst College.
Since November 2018, Ms. Dewbrey, age 58, has served as an independent director
of MBIA Inc., a NYSE-listed holding company whose subsidiaries provide financial
guarantee insurance and other specialized financial services. Ms. Dewbrey serves
on MBIA's Audit Committee, Compensation and Governance Committee, and Finance
and Risk Committee. Since July 2022, Ms. Dewbrey has been a director of Chandler
Asset Management (ESOP) and a member of its Compensation Committee.
Additionally, Ms. Dewbrey served on Barrett Business Services, Inc. (NASDAQ:
BBSI) from November 2019 to June 2022 and was Chair of the Nominating/Governance
Committee, and from 2020 to 2021 she was a Board Advisor to Organic Valley
Cooperative, largest organic dairy US cooperative, where she participated in all
the director committees. For five years, until its merger with Consolidated
Communications in 2014, Ms. Dewbrey served as an independent director and then
chair (2013-14) of the board of Enventis, Inc. Prior to serving as a director at
Enventis, she held various senior positions at Fifth Third Bancorp, where over
an eighteen-year period she became Senior Vice President & Director of Central
Operations and a member of the Executive Management Team. Then, she served as
CEO of Foundation Bank from 2006 to 2015, and was Director of the Foundation
Bancorp and Foundation Bank Board. Ms. Dewbrey is currently a director of the
YMCA of The USA where she serves as Chair of the Investment Committee. Ms.
Dewbrey earned her BS degree in Mathematics from Xavier University.
In connection with Mr. Hirsch's and Ms. Dewbrey's appointment as directors, Anzu
SPAC GP I LLC, the Company's sponsor, transferred 25,000 shares of the Company's
Class B common stock to each of Mr. Hirsh and Ms. Dewbrey. The Company has
entered into indemnification agreements and letter agreements with Mr. Hirsch
and Ms. Dewbrey in connection with their appointments to the Board, which are in
substantially the same form as those entered into with the executive officers
and other directors of the Company. Neither Mr. Hirsch nor Ms. Dewbrey, nor any
member of their respective immediate families, has or had a direct or indirect
interest in any transaction in which the Company or any of its subsidiaries is
or was a participant that would be required to be disclosed under Item 404(a) of
Regulation S-K.
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