Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(d) Appointment of Directors.
Effective March 16, 2022, the board of directors (the "Board") of CF Acquisition
Corp. VIII (the "Company") appointed Mark Kaplan and Robert Sharp as members of
the Board. Mr. Kaplan will serve as a Class I director and Mr. Sharp will serve
as a Class II director. Additionally, effective March 16, 2022, the Board
appointed Mr. Sharp as a member of the audit committee (the "Audit Committee")
and the compensation committee (the "Compensation Committee") of the Board. Mr.
Sharp replaces Mr. Steven Bisgay as a member of the Audit Committee. As a result
of these appointments, the Company believes that it is in compliance with the
corporate governance requirements of the Nasdaq Stock Market to have all members
of the Audit Committee being independent within one year of the consummation of
the Company's initial public offering.
Mr. Kaplan, age 61, is currently the Global Chief Operating Officer of Cantor
Fitzgerald & Co., the Investment Banking, Asset Management arm of Cantor
Fitzgerald ("Cantor"), a position he has held since February 2018. In that role,
Mr. Kaplan oversees the businesses and operations of Cantor's primary business
divisions, both domestically and internationally. Mr. Kaplan has also served as
a director of CF Acquisition Corp. IV since December 2021. From 2007 - 2017, Mr.
Kaplan was Chief Operating Officer for Société Générale in the Americas
("Société Générale") where he was responsible for managing its regional
operations, including the IT, Operations, Finance, Product Control, Operational
Risk, IT Security, BCP, Sourcing and Real Estate departments. As part of that
role, Mr. Kaplan helped develop and build many of the firm's business
initiatives, as well as several significant mergers and acquisitions. Prior to
that position, Mr. Kaplan spent six years as the General Counsel for Société
Générale, and for its investment banking subsidiary, Cowen & Co., leading their
Legal and Compliance departments. Before joining Société Générale, Mr. Kaplan
was the U.S. General Counsel of CBIC. And prior to that position was a Managing
Director and Director of Litigation at Oppenheimer & Co., Inc. Mr. Kaplan has a
B.A. from Bucknell University and a Juris Doctor from Columbia Law School.
Mr. Sharp, age 56, is currently Co-CEO of Ramy Brook, a leading contemporary
fashion brand, a position he has held since January 2014. Mr. Sharp is also the
President and CEO of KDS Partners LLC, a private investment firm. Mr. Sharp has
over 25 years of experience in corporate acquisitions and strategically building
equity value, combining financial and operational expertise. Previously,
Mr. Sharp was a founding partner and member of the Executive Committee of
MidOcean Partners, a leading private equity firm, from February 2003 to December
2013. Previously, from September 1999 to February 2003, Mr. Sharp was a Managing
Director at DB Capital Partners, the private equity division of Deutsche Bank,
which was acquired out of Deutsche Bank to form MidOcean Partners. Mr. Sharp
joined DB Capital Partners from Investcorp International, a global private
equity firm. Mr. Sharp has served on numerous corporate boards throughout his
career, including as the previous Chairman of Thomas Scientific, one of the
largest suppliers of laboratory products and services. Mr. Sharp also served as
a director of CF Finance Acquisition Corp. from March 2019 until consummation of
its business combination with GCM Grosvenor, Inc. in November 2020 and as a
director of CF Finance Acquisition Corp. III from November 2020 until
consummation of its business combination with AEye, Inc. in August 2021. Mr.
Sharp has also served as a director of CF Acquisition Corp. VII since December
2021. Mr. Sharp is a member of the Advisory Board of Mount Sinai Hospital, and a
member of the Steering Committee of Duke University's Financial Economics
Center. Mr. Sharp received his B.A. in Economics, Phi Beta Kappa, Summa Cum
Laude, from Union College, and his M.B.A in Finance from Columbia University,
where he was a Samuel Bronfman Fellow.
In connection with the appointment of Mr. Sharp, the Board and the Compensation
Committee approved a one-time payment of $25,000 to him, payable at the earlier
of the Company's initial business combination, the date by which the Company
must consummate a business combination in accordance with its amended and
restated certificate of incorporation and March 1, 2023. In addition, the
Company's sponsor, CFAC Holdings VIII, LLC will transfer 2,500 shares of the
Company's Class A common stock to Mr. Sharp in connection with his appointment.
There are no family relationships between Mr. Kaplan or Mr. Sharp and any
director, executive officer, or person nominated or chosen by the Company to
become an executive officer of the Company.
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