PNTM Pontem Corporation

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective as of December 16, 2022, the Board of Directors (the “Board”) of Pontem Corporation (the “Company”) increased the size of the Board from five to six directors and appointed James Gentilcore, age 70, and Robert Bohn, age 69, to serve on the Board. Each of Mr. Bohn and Mr. Gentilcore will serve as a Class II director of the Company. The Board has determined that each of Mr. Bohn and Mr. Gentilcore qualifies as an independent director under applicable Securities and Exchange Commission (“SEC”) and New York Stock Exchange (the “NYSE”) rules. They will both serve on the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee of the Board.

Mr. Gentilcore’s 40-year career includes successful accomplishments in several markets, including technology, industrials and chemicals. Mr. Gentilcore retired in 2018 as Chairman and Chief Executive Officer of PQ Corporation (NYSE: PQG), after leading its successful initial public offering in 2017. He has served as the chief executive officer of two other public companies, and on the board of directors of six public companies, including his current service on the board of Entegris Inc. (Nasdaq: ENTG). Mr. Gentilcore has also worked with private equity investors for over ten years, as both a portfolio chief executive officer and an executive advisor. In addition to his public and private board assignments, Mr. Gentilcore has served on the boards of various industry associations, most recently the American Chemistry Council. Mr. Gentilcore has a BS in Engineering from Drexel University and an MBA from Lehigh University.

Mr. Bohn is currently serving on the board of directors of The Manitowoc Company, Inc. (NYSE: MTW) and Carlisle Companies Inc. (NYSE: CSL). Mr. Bohn served as Chairman and Chief Executive Officer and Senior Executive of Oshkosh Corporation (NYSE: OSK) from 1997 until 2010 and as its Chair of the board of directors from 2000 to 2011. Mr. Bohn joined Oshkosh Corporation in 1992 as Group Vice President, and also served as its President from 1994 to 2007 and as its Chief Operating Officer from 1994 to 1997. Prior to joining Oshkosh Corporation, he held various executive positions with Johnson Controls, Inc. from 1985 to 1992 and was a previous board member of Graco Inc. (NYSE: GGG), Parker-Hannifin Corporation (NYSE: PH) and Menasha Corporation. Mr. Bohn received an undergraduate degree from Ball State University.

The Company believes that Mr. Gentilcore’s and Mr. Bohn’s extensive leadership and management experience with multinational public industrials and technology companies make them well qualified to serve on the Board.

The Company also entered into indemnification agreements with Mr. Gentilcore and Mr. Bohn in connection with their appointments to the Board. The indemnification agreements are substantially similar to the Company’s standard form of indemnification agreement, which is filed as Exhibit 10.5 to the Company’s Registration Statement on Form S-1/A filed with the SEC on January 8, 2021.

There are no family relationships between Mr. Gentilcore or Mr. Bohn and any director or executive officer of the Company, and the Company has not entered into any transactions with Mr. Gentilcore or Mr. Bohn that would require disclosure under Item 404(a) of Regulation S-K. There is no arrangement or understanding between Mr. Gentilcore or Mr. Bohn and any other person pursuant to which Mr. Gentilcore or Mr. Bohn was appointed as director of the Company.