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 December 15, 2022, the board of directors (the "Board") of CF
Acquisition Corp. VII (the "Company") appointed Doug Barnard as a member of the
Board. Mr. Barnard will serve as a Class I director. Additionally, effective
December 15, 2022, the Board appointed Mr. Barnard as a member of the audit
committee (the "Audit Committee") and the compensation committee (the
"Compensation Committee") of the Board. Mr. Barnard 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. Barnard, age 62, served on the board of directors of CF Acquisition Corp. VI
from February 2021 until the closing of its business combination with Rumble in
December 2021. Mr. Barnard has served on the Board of Managers at Prophet Asset
Management, a registered investment advisor with over $2 billion under
management since July 2015. Prior to that, Mr. Barnard was the Chief Financial
Officer and Executive Managing Director of Cantor from July 2006 until his
retirement in April 2015. As Chief Financial Officer of Cantor, Mr. Barnard was
responsible for Cantor's global financial and management accounting, regulatory
reporting, treasury and risk functions and also served as a member of multiple
boards and committees at the company. Prior to joining Cantor in July 2006,
Mr. Barnard served as the Chief Administrative Officer for Dover Management LLC,
an investment management firm, where he oversaw all compliance, finance and
administrative functions. Prior to his tenure with Dover, Mr. Barnard held the
position of Managing Director and Controller of the Americas Region at Deutsche
Bank AG, where he oversaw all regional financial control during a period of
rapid expansion, including the integration of Bankers Trust Corporation. He also
served as Chief Financial Officer for Deutsche's Asia-Pacific Region based in
their Singapore office. Previously, Mr. Barnard was Vice President and
Investment Banking Controller at Goldman Sachs & Co., joining the bank from
Deloitte Haskins & Sells. Mr. Barnard earned a BBA in public accounting from
Pace University in 1982. He was a certified public accountant and a past member
of the Financial Management Division of the Securities Industry Association, the
Connecticut Society of CPAs and the American Institute of CPAs. Current and
prior affiliations include the National Forest Foundation and the Corporate
Cares Gala supporting the American Cancer Society.
In connection with the appointment of Mr. Barnard, the Board and the
Compensation Committee approved a one-time payment of $25,000 to him. In
addition, the Company's sponsor, CFAC Holdings VII, LLC will transfer an
aggregate of 2,500 shares of the Company's Class A common stock to Mr. Barnard
in connection with his appointment.
There are no family relationships between Mr. Barnard 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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