D. James Carpenter has been our Chairman since inception. Mr. Carpenter has also served as the Chairman of the Board of Directors of RMG Acquisition Corp. from October 2018 through its business combination with Romeo Power in October 2020. He is also the chairman and a director of RMG Acquisition Corp. Mr. Carpenter is the Founder and Chief Executive Officer of Riverside Management Group, LLC (“Riverside”) for 24 years. From 2002 to 2004, Mr. Carpenter served as the Chief Executive Officer of Horsehead Industries (renamed American Zinc Recycling), the largest zinc recyclers and producers in the U.S. Mr. Carpenter was a founding investor and has served as a longtime advisor, and since 2016 has served as a board member of Allied Resource Corp, a clean water and clean energy company. He is a founder of Mohegan Energy where he led the capital formation for the acquisition of Met Resources. Mr. Carpenter earned his B.A. from Boston University in 1989. He also has FINRA Series 24, 63 and 79 licenses. Mr. Carpenter is well qualified to serve on our Board due to his extensive management, investment banking, M&A advisory and investing experience.

Robert S. Mancini has been our Chief Executive Officer and a director since inception. He has also served as the chief executive officer and a director of RMG Acquisition Corp. from October 2018 through its business combination with Romeo Power in October 2020, and will serve as a director of Romeo Power. From June 2018 to December 2018, Mr. Mancini served as a Senior Advisor to Carlyle Power Partners and was a Partner and a Managing Director with The Carlyle Group and head or co-head of Carlyle’s power investment business from December 2012 until June 2018. Prior to joining Carlyle, from June 1993 to December 2012, Mr. Mancini was an employee of Goldman Sachs & Co., and from November 1999 through December 2012 was a Managing Director at Goldman Sachs & Co. From December 2003 to December 2012, Mr. Mancini led or co-led Goldman Sach’s on-balance sheet power asset investment business. During that period Goldman Sachs conducted most of its power asset investment business through its wholly owned subsidiary, Cogentrix Energy LLC, where Mr. Mancini served in various capacities, including as the President, co-President and Chief Executive Officer and serving as a member of the Board. Mr. Mancini was instrumental in the formation of and Goldman’s entry into the power asset investment business in 2003 and he was also responsible for the creation of Goldman’s proprietary Commodities Principal Investment business in 2006, where he led investments on Goldman’s behalf in companies involved in the processing, production and logistics for a broad range of commodities including base, precious and specialty metals, oil, gas, coal and other energy related raw materials, as well as CO2 offsets and mitigation. Prior to 2003, Mr. Mancini was a member of the legal department where he eventually became the Deputy General Counsel of the Securities Division. During his tenure at Goldman, Mr. Mancini sat on several committees including the firm-wide Risk Committee, Operational Risk Committee, and Divisional Risk Committee, as well as several portfolio company boards. Prior to joining Goldman, Mr. Mancini spent nine years in private practice as a lawyer with Debevoise and Plimpton, where he established that firm’s derivatives practice. Mr. Mancini received his J.D. from New York University School of Law in 1984, where he was a member of Law Review, and received his B.A. degree from Binghamton University in 1980. Mr. Mancini is well qualified to serve on our Board due to his extensive investment and advisory experience in businesses across a broad range of industries, his many years of management and leadership experience, as well as his service on several boards and committees throughout his career.

Philip Kassin has been our President and Chief Operating Officer and a director since inception. He has also served as the president, chief operating officer and a director of RMG Acquisition Corp. from October 2018 through its business combination with Romeo Power in October 2020, and will serve as a director of Romeo Power. From August 2016 to October 2016, Mr. Kassin was a Managing Director and Head of M&A and Financing at M-III Partners and has over 35 years of experience as both an advisor and investor in public and private equity. At M-III Partners, he completed a $345 million SPAC transaction for M-III Acquisition Corp., successfully acquiring Infrastructure and Energy Alternatives (NASDAQ: IEA) from Oaktree Capital Management, and serving on its Board from March 2018 to September 2018. Prior to joining M-III Partners, Mr. Kassin was a Senior Managing Director at Evercore from July 2010 to April 2016, specializing in chemicals and energy. Prior to Evercore, from September 2005 to July 2010, Mr. Kassin was the Head of M&A and Financing for Access Industries, a privately held industrial group which focused on natural resources and chemicals, media and telecommunications, technology and e-commerce and real estate. Mr. Kassin also served as a Supervisory Board Member of Basell Polyolefins from 2005 to 2007 and as a Supervisory Board Member of LyondellBasell Industries from 2007 to 2010, where he also served as Chairman of the Finance and Investment Committee and Chairman of the Audit Committee. Earlier in his career, Mr. Kassin held senior investment banking roles at Morgan Stanley, Goldman Sachs, Merrill Lynch and AIG. He was also a Partner at PwC where he was responsible for its energy M&A consulting practice. Mr. Kassin started his career as a utilities analyst at Standard & Poor’s. Mr. Kassin earned an M.P.A. from the Maxwell School at Syracuse University and a B.A, in Policy Studies from Syracuse University. He also has FINRA Series 24, 63 and 79 Qualifications. Mr. Kassin is well qualified to serve on our Board due to his extensive principal investment expertise across a broad range of sectors, investment banking, M&A, capital markets and publicly listed company director experience.

Wesley Sima is currently the Chief Financial Officer of RMG Acquisition Corp. II. In February 2019, Mr. Sima joined RMG Acquisition Corp. as a consultant, functioning as Treasurer and Controller as well as being a member of RMG’s deal execution team through its business combination with Romeo Power in October 2020. From August 2016 to January 2019, Mr. Sima served as a Vice President of M-III Partners, completing a $345 million SPAC transaction for M-III Acquisition Corp., the special purpose acquisition vehicle of M-III Partners, acquiring Infrastructure and Energy Alternatives (NASDAQ: IEA) from Oaktree Capital Management and executing three successful follow-on acquisitions, while also advising M-III Partners’ largest financial advisory client, Sears Holdings Corp. (formerly NASDAQ: SHLD), for two years on its capital restructuring and bankruptcy process. From 2014 to 2016, Mr. Sima was a member of ING Capital LLC’s Natural Resources Project Finance, Corporate Finance, and Advisory deal teams in New York City. Mr. Sima began his professional career in 2012 as a member of both the finance and corporate development teams at Entegra Power Group, formerly an independent power producer and owner/operator of multiple natural gas related assets, based in Tampa, FL. Mr. Sima earned his Master of Business Administration and dual B.S. in Finance and Marketing from the Florida State University, graduating in 2012 and 2010 respectively.

W. Grant Gregory will become a director upon the effective date of the registration statement. Mr. Gregory has served as a director of RMG Acquisition Corp. from February 2019 through its business combination with Romeo Power in October 2020. He is also the founder, and since December 1987 has served as the Chairman, of Gregory & Hoenemeyer, Inc., a financial advisory firm providing mergers and acquisitions and strategic services to firms, including private equity firms. Mr. Gregory’s expertise includes corporate governance and ethical business practices, mergers and acquisitions and tax policy. Mr. Gregory has served successfully in numerous leadership roles as chairman of the board, chief executive officer, investment banker, merchant banker and director of public, private and nonprofit corporations. Mr. Gregory previously served as a corporate director of NYSE member companies, including Chrysler Corporation until 2007, MCI until 2006 and Renaissance Hotels Inc. until 1997, and he has served as the chairman of the audit, governance and compensation committees for a number of NYSE member companies. Mr. Gregory has also served as chairman of Special Independent Directors Committees for numerous NYSE member companies. He was Vice Chairman of Cerberus Capital Management, L.P. from 2005 until 2011. Mr. Gregory is also a founder of DoubleClick Inc. Mr. Gregory was previously Chairman of the Board of Touche Ross & Co. (Deloitte Touche Tohmatsu), where he worked for 24 years until 1987. Mr. Gregory has served as Executive Co-Chairman of the United States Privatization Council and the U.S. Trade Representative’s Advisory Committee on International Trade in Services. He currently serves as Chairman Emeritus of the National Forest Foundation, Director Emeritus of the Wyoming Wildlife Foundation, Director Emeritus of The National Board of Directors of Junior Achievement, and Director of the Neely Center for Ethical Leadership and Decision Making at the University of Southern California. Mr. Gregory graduated with distinction from the University of Nebraska in 1964, where he was later awarded an Honorary Doctorate of Humane Letters, as well as The Builder Award, the University’s highest non-academic recognition. Mr. Gregory is well qualified to serve on our Board due to his extensive mergers and acquisitions experience and his publicly listed company director experience.

Craig Broderick will become a director upon the effective date of the registration statement. He has served as a director of RMG Acquisition Corp. from February 2019 through its business combination with Romeo Power in October 2020. Mr. Broderick was a Senior Director of Goldman, Sachs & Co., from which he retired as an active employee in January 2018 after a 32‑year career. He was most recently the firm’s Chief Risk Officer, a member of its Management Committee, and chair or co-chair of key risk committees. Mr. Broderick reported to the firm’s CEO and was responsible for managing the firm’s Risk Division, which oversees control of the firm’s credit, market, liquidity, operational, model and insurance risks. Prior to his tenure at Goldman, Mr. Broderick was a lending officer at the Chase Manhattan Bank. Mr. Broderick also currently serves as a Director of the Bank of Montreal and is a Senior Advisor to Stone Point Capital, a private equity firm primarily investing in the global financial services industry. Mr. Broderick previously served for nine years as a Trustee of the William and Mary Foundation and was chair of its Investment Committee. Mr. Broderick is currently a director of McDermott International and RMG Acquisition Corp. Mr. Broderick graduated with a BA in Economics from the College of William and Mary. Mr. Broderick is well qualified to serve as a member of the Board due to his extensive experience with risk management and his finance background.

W. Thaddeus Miller will become a director upon the effective date of the registration statement. W. Thaddeus Miller also serves as Executive Vice Chairman and Chief Legal Officer of Calpine Corporation, one of the largest IPPs in the U.S. He joined Calpine in 2008 and helped lead its post-bankruptcy transition, numerous corporate and asset acquisitions and divestitures, and the recent public-to-private merger sale of Calpine to a private equity group, one of the largest take-private transaction in U.S. history. Mr. Miller has decades of legal and energy industry experience, including substantial experience over the last two decades in power sector mergers and acquisitions, operations and regulatory oversight. In 2006-7, as Executive Vice President and Chief Legal Officer of Texas Genco Inc., he helped lead the merger sale of a large privately held IPP to a public company, having also helped lead the acquisition of Texas Genco a year earlier by five major private equity firms, the largest private equity “club” transaction at the time. From 2002 to 2005, Mr. Miller was a consultant to Texas Pacific Group (now TPG), a private equity firm. From 1998 to 2002, he served as Executive Vice President and Chief Legal Officer of Orion Power, an IPP majority owned by Goldman Sachs, that acquired over 90 power plants in various transactions which he helped lead, as well the company’s IPO and subsequent merger sale. From 1994 to 1998, Mr. Miller was Vice President of Goldman Sachs & Co., where he focused on wholesale electric and other energy commodity trading. Before joining Goldman Sachs & Co., Mr. Miller was a partner with a New York law firm. Mr. Miller earned his Bachelor of Science degree from the United States Merchant Marine Academy, where he has served on the board of directors of the alumni association and foundation, and his Juris Doctor from St. John’s School of Law. In addition, he was an officer in the United States Coast Guard. Mr. Miller is well qualified to serve as a member of the Board due to his extensive experience in mergers and acquisitions and public company management experience.

Advisory Board

Our current Advisory Board members are as follows:

Edward Forst is a member of our Advisory Board . He has served as a member of the advisory board of RMG Acquisition Corp. from February 2019 through its business combination with Romeo Power in October 2020. Mr. Forst currently serves on the board of or as an advisor to several not-for-profits, a family investment office and certain start-up companies. Mr. Forst is Chairman, Partner and member of the Investment Committee at Lion Capital. From 2014 to 2015, Mr. Forst served as President, Chief Executive Officer and a board member of Cushman & Wakefield, Inc. and was responsible for leading the commercial real estate services firm across more than 60 countries. Prior to his employment at Cushman & Wakefield, Inc., Mr. Forst was a Management Committee Partner of Goldman, Sachs & Co. where he served as the Co-CEO of Goldman Sachs Asset Management, and before that as the Chief Administrative Officer and Executive Vice President of the firm. Mr. Forst also served as the Chairman of Goldman’s Global Debt Underwriting Committee for seven years. Prior to his tenure at Goldman, Mr. Forst was a Managing Director at Bankers Trust for more than 12 years, where he held several roles including Head of U.S. Loan Sales and Trading. During his career, Mr. Forst was also the Executive Vice President and Principal Operating Officer of Harvard University, as well as Adviser to the Secretary of the Treasury on the Troubled Asset Relief Program during the financial crisis. Mr. Forst sits on the boards of The Feinstein Institute of Northwell Health and the Yale School of Management. Mr. Forst has also served on the board of the Harvard Management Company, as Treasurer of Carnegie Hall, and as the Chairman of the Securities Industry and Financial Markets Association (SIFMA). Mr. Forst earned his B.A. in economics, cum laude, from Harvard University in 1982, and a Master in Business Administration from The Wharton School of the University of Pennsylvania in 1988.

Banks Bourne is a member of our Advisory Board . Mr. Bourne is the Founder and CEO of Bourne Partners. In this role he oversees all business operations and direct investment opportunities at his healthcare-focused financial services firm. Under his guidance, Bourne Partners has participated in more than $10 billion of transactions in the pharmaceutical (“pharma”), pharma services and consumer healthcare sectors. In addition to his role at Bourne Partners, Banks is also the founder and leading force behind Tanner Pharma Group, a pharma services company dedicated to providing managed access, commercialization and clinical trials services to patients and partners on six continents. Prior to founding Bourne Partners, Banks held the position of Senior Vice President of Corporate Development for TITAN Technology Partners and worked in the investment banking field for Wachovia Securities, Inc. He received a B.A. degree in Business Management (Magna Cum Laude) from North Carolina State University and an M.B.A. from Wake Forest University. He is a member of Young Presidents Organization (YPO).

J. Eric Smith is a member of our Advisory Board. Mr. Smith recently retired as president and CEO of Swiss Re Americas. He was also a member of the Group Executive Committee of Swiss Re Ltd. He joined Swiss Re in July 2011 Prior to this, he served in leadership roles at both Allstate and USAA. First, he served as President, Financial Services at Allstate and then as President of USAA Life Insurance Co. He began his career at Country Financial, where he worked for two decades in various roles in property and casualty insurance. Mr. Smith is currently a board member of QBE Insurance Group, Deutsche Bank Americas, and Health iQ. He received a B.A. degree in Finance from the University of Illinois and an M.B.A. from the Kellogg School of Management at Northwestern University.

Steven J. Gilbert is a member of our Advisory Board . Mr. Gilbert has 50 years of experience in private equity investing, investment banking and law, and has been involved as the Managing Principal in the purchase, financing, operations and sale of over 135 businesses. He is currently Chairman of the Board of Gilbert Global Equity Partners, L.P., a billion dollar private equity fund. He also currently serves as Vice Chairman of the Executive Board of MidOcean Equity Partners, LP, Co-Chairman of Birch Grove Capital, Lead Independent Director of Oaktree Capital Group (NYSE: OAK), Chairman of the Board of TRI Pointe Group, Inc. (NYSE: TPH), Lead Independent Director of The Empire State Realty Trust (NYSE: ESRT), a Director of Florida Food Products, Inc., an Advisory Board Member of the Fairholme Partnership, L.P. and a Director of The Fairholme Fund (Nasdaq: FAIRX). Mr. Gilbert was also recently Chairman of CPM Holdings, a manufacturer of process equipment used for oilseed processing and animal feed production, Chairman of the Board of Dura Automotive Systems, Inc., the largest independent designer and manufacturer of automotive drive control systems, Co-Chairman of Stone Tower Capital Partners, a director of J. O. Hambro Capital Management Group and the Asian Infrastructure Fund. Until 2009, Mr. Gilbert was Senior Managing Director and Chairman of Sun Group (USA). From 1992 to 1997 he was the Founder and Managing General Partner of Soros Capital L.P., the principal venture capital and leveraged transaction entity of Quantum Group Funds, and a principal advisor to Quantum Industrial Holdings Ltd. From 1988 through 1992, he was the Managing Director of Commonwealth Capital Partners, L.P., a private equity investment firm. From 1984 to 1988, Mr. Gilbert was the Managing General Partner of Chemical Venture Partners (now CCMP), which he founded. From 1980 through 1984, he was the principal owner, Chairman, and Chief Executive Officer of Lions Gate Films, Inc. Mr. Gilbert is a member of the Council on Foreign Relations, the Global Agenda Council on Capital Flows of the World Economic Forum, formerly a Trustee of the Wharton School and is currently a member of the Board of Governors of the Lauder Institute of Management and International Studies. He received a B.A. from the Wharton School at the University of Pennsylvania, a J.D. from the Harvard Law School and a M.B.A. from the Harvard Graduate School of Business.

Randel A. Falco is a member of our advisory board . Mr. Falco recently retired as president and CEO of Univision Communications Inc., a role that he served in from June 2011 to June 2018 after starting as Executive Vice President and COO in January 2011. Immediately prior to that, he served as the Chairman and Chief Executive Officer of AOL beginning in 2006. He oversaw the company’s transition to an advertising-focused business model and made significant strategic acquisitions. Mr. Falco began his career at NBC. He served in numerous roles during his 31-year career at NBC, including as President of NBC’s Broadcast and Network Operations Division and as President and Chief Operating Officer of the NBC Universal Television Network Group. He played a key role in NBC’s ongoing success with the Olympic Games beginning with the 1992 Barcelona Olympics. Mr. Falco has also served as the COO for the 1992, 1996 and 2000 Summer Olympics as well as the 2002 Winter Olympics. He received both a Bachelor of Business Administration in finance and an M.B.A. from Iona College. Iona College awarded Mr. Falco an honorary doctorate in 2001.

Jeffrey S. Bornstein is a member of our advisory board . Mr. Bornstein is the Founder, Principal and Co‑ Managing Partner of Whipstick Ventures LLC, an investment company focused on early stage companies with novel solutions across energy storage and efficiency, services, bio-tech and fin-tech. He also currently serves as the Managing Partner of Generation Capital Partners. Prior to founding Whipstick Ventures in 2018, he served as Vice Chairman and Chief Financial Officer of General Electric from 2013 to 2017. In this role, he focused on portfolio transformation, including the sale of the Appliances division of GE, executing the merger of GE Oil & Gas with Baker Hughes, the sale of businesses and assets of GE Capital worth over $300 billion and GE’s acquisition of Alstom, as well as driving down structural costs. Previously, Bornstein served as Senior Vice President and Chief Financial Officer of GE Capital for 12 years. During his tenure GE Capital grew earnings by four times. He played a pivotal role managing the company through the financial crisis and, subsequently, the on-boarding of the Federal Reserveas Regulator. Bornstein mentored and developed a generation of Finance leaders that continue to lead GE, as well as, many other public and private companies. Bornstein originally joined GE in 1989 with the GE Power Systems’ Financial Management Program. In 1992, he joinedthe GE Corporate Audit Staff and then became Executive Audit Manager. In 1996, he was named Chief Financial Officer for GE Aircraft Engine Services and Vice President in 1998. In1999, he was promoted to Chief Financial Officer of GE Plastics and served in that role until 2002. He is a trustee of Northeastern University and on the board of Build On. He has also been involved in a number of youth programs. He received his B.S. in Business Administration from Northeastern University.

Steven P. Buffone is a member of our advisory board . Mr. Buffone is the Founder and Managing Director of Kenilworth Advisors, LLC, a legal and business consulting firm. From October 1984 until December 2017 Mr. Buffone served as an associate (through 1992) and then a partner at the Gibson, Dunn & Crutcher LLP law firm, working in the Firm’s Los Angeles, London and New York offices. He is a member of the New York and California bars and was active in Gibson Dunn’s management, having previously served as Co-Partner in Charge of the New York office, as a memberof the Firm’s Executive Committee and as Co-Chair of the Firm’s Corporate Transactions Practice Group and Energy and Infrastructure Practice Group. Mr. Buffone is a corporate transactional lawyer who has represented clients in a wide variety of industries (over 40 different industries, from electricpower and waste management to luxury goods and life sciences) in mergers and acquisitions, bank financings, public and private issuances of debt and equity securities, venture capital financings, corporate restructurings and bankruptcies, corporate governance matters and general corporate counseling.Mr. Buffone is a member of the board of directors of RMG Acquisition Corp. and VOYANT, an automated brand activation marketplace and of CryptoTax, a cryptocurrency tax preparation platform. He is also on the Board of Advisors of Own The Room, a leader in learning and development training programs. He previously served on the Members Advisory Committee of Exclusive Resorts. Mr. Buffone is the Chairman of the Board of Advisors of Georgetown University’s School of Foreign Service and a former member of Georgetown’s Board of Regents and Board of Governors. Mr. Buffone is also on the board of directors of the not-for-profits Do Something.Org, Echoing Green and Blink Now. He is a Life Member of the Council of Foreign Relations. Mr. Buffone earned his B.S.F.S. in international economics, cum laude, from the Georgetown University School of Foreign Service and his J.D., cum laude, from the Cornell and Stanford Law Schools.

Jeff Laborsky is a member of our Advisory Board . Mr. Laborsky currently serves as President and Chief Executive Officer of Heritage Environmental Services, leader of Heritage Research Group and a trustee of The Heritage Group. Heritage Environmental Services is a division of The Heritage Group, a fourth-generation family business, headquartered in Indianapolis, IN. Heritage Environmental Services provides a full suite of waste services, byproducts management and project management solutions for Fortune 1000 customers with a presence in Mexico, Canada and Turkey and the shale gas sectors in the Marcellus and Utica regions with frac support services. Heritage Research Group is the in-house R&D laboratory of The Heritage Group. Mr. Laborsky is a director on the board of Energy Systems Network (ESN), a cross-industry collaboration of organizations focused on technological innovation in the renewable energy space. He is also a director on the board of Heritage’s PIZO Operating Company, an international partnership with zinc recovery operating plants that use a feedstock derived from hazardous waste. Additionally, Mr. Laborsky is a member of the ownership group of Indy 11, Indianapolis’s professional soccer team. Prior to Heritage, Jeff worked in the investment banking, commercial insurance and venture capital sectors. Jeff graduated from Lehigh University and later earned an MBA from the University of Chicago’s Booth School of Business.

Eddy Zervigon is a member of our advisory board . Mr. Zervigon is currently a director of Maxar Technologies and Bloom Energy. He also serves as Bloom Energy’s Chairman of the Nominating, Corporate Governance and Public Policy Committee and a member of its Audit Committee. He was previously a director of DigitalGlobe, MMCinemas, Impsat Fiber Networks, Inc., TVN Entertainment Corporation and Stadium Capital Management, LLC. He has been a Special Advisor at Riverside Management Group, a boutique merchant bank, since 2012. Previously, Mr. Zervigon was a Managing Director in the Principal Investments Group at Morgan Stanley & Co. LLC, a global financial services firm, from 1997 to 2012. Prior to joining Morgan Stanley, Mr. Zervigon was a Certified Public Accountant at the public accounting firm Coopers & Lybrand, which is now PricewaterhouseCoopers LLP and currently maintains his CPA credentials. Mr. Zervigon has a bachelor’s degree in accounting, a master’s degree in taxation from Florida International University and an MBA from the Amos Tuck School of Business at Dartmouth College.