Item 5.02 - Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 18, 2022, Valor Latitude Acquisition Corp. (the "Company") appointed
each of Messrs. John G. Bruno and Ricardo Knoepfelmacher to the Company's Board
of Directors (the "Board"), effective October 18, 2022.
Mr. Bruno, age 57, has extensive public company global experience at scale, as
well as information technology, cyber-security and technology enabled business
model expertise derived from 30 years in multi-industry executive leadership
roles. Mr. Bruno is currently CEO and Managing Partner of Storm Ventures, LLC, a
privately held expert advisory management consulting; and early-stage venture
investment firm (2022 - present) and a current member of the board of directors
of Global Payments (NYSE: GPN) and chair of its compensation committee as well
as a member of its technology committee. Previously, Mr. Bruno served in various
capacities at Aon, plc, a publicly traded global risk management service
provider, including as former executive advisor to the CEO (2021-2022), former
Chief Operating Officer (2020 - 2021) and Chief Executive Officer of its Data &
Analytics Services business unit (2019 - 2021); Chief Operations Officer (2017 -
2019); and Executive Vice President of Enterprise Innovation and Chief
Information Officer (2014 - 2017). Mr. Bruno has also served as former Executive
Vice President, Industry and Field Operations and Corporate Development, NCR
Corporation, a publicly-traded technology company (2013 - 2014), where Mr. Bruno
chaired the company's Enterprise Risk Management Committee; Executive Vice
President and Chief Technology Officer, NCR Corporation (2011 - 2013); Executive
Vice President, Industry Solutions Group, NCR Corporation (2008 -2011); Managing
Director, Goldman Sachs Group, Inc. (2007 - 2008); and Managing Director,
Merrill Lynch & Co., Inc. (2006 - 2007), among other roles. We believe Mr.
Bruno's experience makes him well qualified to serve as a director.
Mr. Knoepfelmacher is the founder of RK Partners and has 30 years of experience
in operational and financial restructuring as an executive, consultant and board
member. During his career, he worked at Citibank, Grupo Nutrimental and McKinsey
& Co. until he founded MGDK & Associados, a restructuring and consulting firm
later sold to the Monitor Group (now owned by Deloitte). During this period, he
worked in several efficiency gain, investment appraisal and M&A projects in
companies including Elevadores Atlas (Atlas-Schindler), Acesita and Abril. Mr.
Knoepfelmacher also worked on interim management projects and, at age 30, he was
Caloi's CEO for two years in a major operational and financial restructuring. He
was also a senior partner of Monitor Company from which he left to be the CEO of
Pegasus Telecom, later sold to the Telemar Group (currently Oi). After the sale
of Pegasus, he founded Angra Partners and worked in major projects, such as the
restructuring and sale of Brasil Ferrovias and Brenco, among others.
Subsequently, Mr. Knoepfelmacher was appointed CEO of Brasil Telecom, where he
implemented a robust restructuring project that led to the company's sale to the
Telemar/Oi Group. He also worked on the restructuring of the EBX Group (OGX, OSX
and MMX), Paranapanema, Galvão Engenharia, UTC, Estaleiro Atlântico Sul,
Estaleiro Enseada, Rossi Residencial, Brasil Supply, Usina Caeté, Property
Brasil and PDG, among others. He served as Board Member of NII Holdings / Nextel
(2013 - 2019), Netshoes (2017 - 2019), Iguá Saneamento (2018 - 2019) and Vicunha
Têxtil (2013 - 2019). He is currently a board member at Capitale / ZEG Group
(since September 2020) and serves as a consulting board member at FUNCEX
(Fundação Comércio Exterior) (since June 2021). He holds a Master's degree in
International Management from Thunderbird School (December 1989) and graduated
in Economics from the University of Brasília (UnB) (December 1987). We believe
Mr. Knoepfelmacher's experience makes him well qualified to serve as a director.
The Board of the Company has affirmatively determined that each of Messrs. Bruno
and Knoepfelmacher meets the applicable standards for an independent director
under both the applicable rules of the Nasdaq and Rule 10A-3 under the
Securities Exchange Act of 1934.
In connection with such appointments, Valor Latitude LLC (the "Sponsor"), the
Company's sponsor, will transfer and assign 25,000 of the Company's Class B
ordinary shares, par value $0.0001 per share, to each of Mr. Bruno and Mr.
Knoepfelmacher.
In connection with these appointments, each of Mr. Bruno and Mr. Knoepfelmacher
is expected to enter into an indemnity agreement with the Company that is
substantially similar to the indemnity agreements entered into by the directors
and officers of the Company at the time of the Company's initial public
offering.
There are no arrangements or understandings between Mr. Bruno or Mr.
Knoepfelmacher and any other persons pursuant to which each of Mr. Bruno or Mr.
Knoepfelmacher was selected as a director of the Company, and there are no
transactions between either of Mr. Bruno or Mr. Knoepfelmacher or any of their
respective related persons, on the one hand, and the Company, on the other hand,
that would require disclosure pursuant to Item 404(a) of Regulation S-K.
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