On February 10, 2020 (the Closing Date), PAE Incorporated consummated the previously announced business combination pursuant to that certain Agreement and Plan of Merger, dated November 1, 2019, by and among Gores Holdings III Inc. (Gores Holdings III), EAP Merger Sub Inc. (First Merger Sub), EAP Merger Sub II, LLC (Second Merger Sub), Shay Holding Corporation (Shay), and Platinum Equity Advisors, LLC (in its capacity as the Stockholder Representative, the Stockholder Representative) (the Merger Agreement), which provided for: (a) the merger of First Merger Sub with and into Shay, with Shay continuing as the surviving corporation (the First Merger), and (b) immediately following the First Merger and as part of the same overall transaction as the First Merger, the merger of Shay with and into Second Merger, Sub with Second Merger Sub continuing as the surviving entity (the Second Merger and, together with the First Merger, the Merger and, together with the other transactions contemplated by the Merger Agreement, the Business Combination). Each of Messrs. Paul T. Bader, Marshall Heinberg, John E. Heller, John P. Hendrickson and Louis Samson were elected by the Company's stockholders at the Special Meeting to serve as directors of the Company, effective upon consummation of the Business Combination, at which time the size of the board was five members.

Mr. Hendrickson was elected to serve as a Class I director with a term expiring at the Company's 2021 annual meeting of stockholders; Messrs. Heller and Bader were elected to serve as Class II directors with a term expiring at the Company's 2022 annual meeting of stockholders; and Messrs. Heinberg and Samson were elected to serve as Class III directors with a term expiring at the Company's 2023 annual meeting of stockholders.

Mr. Heinberg was appointed to serve as the chairman of the board of directors. Messrs. Bader, Heinberg and Hendrickson will serve as members of the audit committee of the board of directors, with Mr. Bader serving as its chairman.

Messrs. Bader, Heinberg and Hendrickson will serve as members of the compensation committee, with Mr. Hendrickson serving as its chairman. Information with respect to the Company's audit committee and compensation committee is set forth in the Proxy Statement in the section entitled “Information About the Company – Management – Committees of the Board of Directors” beginning on page 210, which information is incorporated herein by reference.

In addition, on February 10, 2020, the board of directors formed the nominating and corporate governance committee. Messrs. Bader, Heinberg and Hendrickson will serve as members of the nominating and corporate governance committee, with Mr. Heinberg serving as its chairman.

The purpose of the nominating and corporate governance committee is to identify individuals qualified to become members of the Company's board of directors consistent with criteria approved by the board of directors, to recommend that the board of directors select the director nominees for the next annual meeting of stockholders, to oversee the evaluation of the board of directors, and to develop and maintain the Company's corporate governance policies and practices. In connection with the consummation of the Business Combination, on the Closing Date, John E. Heller was appointed to serve as the Company's President & Chief Executive Officer, Charles D. Peiffer was appointed to serve as the Company's Executive Vice President & Chief Financial Officer, Paul W. Cobb, Jr. was appointed to serve as the Company's Executive Vice President, General Counsel & Secretary, Patricia M.C. Munchel was appointed to serve as the Company's Executive Vice President & Chief Human Resources Officer, Rene Moline was appointed to serve as the Company's President, National Security Solutions, and Charles A. Anderson was appointed to serve as the Company's President, Global Mission Services. In connection with the Closing, each of the Company's executive officers prior to the Closing resigned from his respective position as an executive officer of the Company, in each case effective as of the effective time of the First Merger.