Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.




Director Resignation

On May 9, 2023, Brian Maillian notified the Board of Directors (the "Board") of Everest Consolidator Acquisition Corporation (the "Company") of his resignation from the Board as a Class I director and from the committees of the Board on which he serves, effective as of the close of business on May 9, 2023 (the "Effective Time"). Mr. Maillian's resignation did not result from any disagreement with the Company on any matter relating to the Company's operations, policies or practices.





Director Appointment

On May 9, 2023, the Board appointed Rebecca Macieira-Kaufmann to serve on the Company's Board as a Class I director, to fill the vacancy following Mr. Maillian's resignation, and as a member of the Board's Audit Committee and Nominating Committee and as the chairperson of the Compensation Committee, in each case, effective as of the Effective Time. Ms. Macieira-Kaufmann will serve as a Class I director for a term expiring at the Company's first annual meeting of stockholders following the Company's initial public offering and until her successor is duly elected and qualified or her earlier death, resignation, retirement, disqualification or removal.

In connection with her appointment, Ms. Macieira-Kaufmann is expected to enter into the Company's standard form indemnification agreement and a letter agreement with the Company in the form entered into by the Company's sponsor and each director and officer in connection with the Company's initial public offering. The indemnification agreement and the letter agreement were each described in, and the forms of such agreements were filed as Exhibits 10.4 and 10.8, respectively, to, the Company's Registration Statement on Form S-1 (File No. 333- 260343), filed with the Securities and Exchange Commission on October 29, 2021.

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