| 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.
