Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(a) On June 2, 2022, Emanuel Pearlman resigned from the Board of Directors of
Atlas Crest Investment Corp. II (the "Company") for personal reasons. Mr.
Pearlman's resignation was not the result of any disagreement with the Company.
Mr. Pearlman was an independent member of the Nominating and Governance
Committee, the Compensation Committee, and Chair of the Audit Committee of the
Board of Directors.
(b) On June 3, 2022, the Board of Directors (the "Board") of the Company
appointed Sara J. Sprung as its third non-executive, independent director. Ms.
Sprung, age 59, has served as member of the board of directors of DWS AG, USA
since 2018 and is Chair of the Risk Committee and a member of the Audit
Committee. Ms. Sprung is also on the Board of the World Gold Council since April
2022 and is currently an Independent Risk Consultant since 2016. From 2013 to
2016, Ms. Sprung was Head of Risk and Strategy, for the hedge fund business at
Neuberger Berman. Prior to this role, Ms. Sprung was Global Head of Currency
Investing and Strategic Hedging at Ally Financial Inc. Ms. Sprung has over 30
years' experience in financial services, including as a global macro portfolio
manager at Moore Capital, Fortress Investment Group and JP Morgan. Ms. Sprung's
product expertise includes fixed income, mortgage and asset backed securities,
equities, currencies, derivatives, structured derivatives, quantitative
investing, real estate and commodities. Ms. Sprung holds a Bachelor of Science
from the Massachusetts Institute of Technology in Management Science. Ms.
Sprung's principal investing and risk management experience positions her well
to serve on our Board of Directors.
The Board has determined that Ms. Sprung is "independent" as that term is
defined under the NYSE listing rules for purposes of serving on the Board and
committees and that she also satisfies the independence criteria set forth in
Rule 10A-3 of the Securities Exchange Act, as amended, for purposes of serving
as an independent director on the audit committee. With the addition of Ms.
Sprung to the audit committee, the Company has three independent directors on
its audit committee and Ms. Sprung has accounting or related financial
management expertise, as the Board interprets such qualifications in its
business judgment, in compliance with Section 303A.07(a) of the New York Stock
Exchange corporate governance standards. Ms. Sprung will serve as the Audit
Committee chairperson.
On June 3, 2022, Ms. Sprung became a member of Atlas Crest Investment II LLC,
our sponsor. The Company will reimburse Ms. Sprung for expenses incurred in
connection with her role as a non-executive director. In addition, Ms. Sprung
and the Company have entered into an indemnification agreement substantially in
the form attached as Exhibit 10.5 to the Form 8-K filed by the Company with the
Securities and Exchange Commission on February 1, 2021.
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