Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Change
of Position of Chairman and Chief Executive
P.
Kasper Jakobsen, the Chairman of the Board of PMV Consumer Acquisition Corp. (the “Company”), will change his role in the
continuing enterprise to one of “Director” within the reconstituted Company’s Board of Directors (the “Board”),
effective August 25, 2022. Mr. Jakobsen, who is based in Dubai, continues to bring considerable executive consumer experience to
the Company, including extensive relationships in the Asia Pacific region.
Election
of Chairman
The
Board ratified the appointment of Marc Gabelli as Chairman of the Board and Co-Chief Executive Officer of the Company, effective August
25, 2022. Mr. Gabelli is the President of GGCP, Inc. the parent company of Associated Capital Group, Inc. (NYSE: AC), which formed
the Company’s sponsor, PMV Consumer Acquisition Holding Company, LLC. Mr. Gabelli served as President of AC from its formation
until November 2016 and has served as a director since May 2017. With this appointment and those of the other officers identified below,
the continuing Company will have substantially all of its management team concentrated in the greater New York area.
Mr.
Gabelli also served as a director of GAMCO Investors, Inc. from November 2014 until May 2016. Mr. Gabelli has served as President of
GGCP since 1999 and as a director since 1994. Mr. Gabelli has been Chairman of Teton Advisers, Inc. (OTC: TETA) since January 2018
and LGL Group, Inc. (NYSE American: LGL) since 2017, and Chair of Gabelli Merger Plus+ Trust PLC (LSE: GMP) since 2017. Mr. Gabelli also
has been Co-Chief Executive Officer of Gabelli Securities International Ltd. since 1994, Managing Partner of Horizon Research of New
Delhi India since 2012, and Director and Managing Partner of Swiss based GGCP and GAMA Funds Holdings GmbH since 2010. He also has been
Chair and Chief Executive of Gabelli & Partners Italia S.r.L. and Gabelli Value for Italy S.p.A., a Milan stock exchange listed special
purpose acquisition corporation, since 2018. Mr. Gabelli served as Chief Executive Officer, Chairman and as a director of LGL Systems
Acquisition Corp. (“LGL SPAC”), a special purpose acquisition corporation listed on the NYSE, from September 2019 until August
2021 (the close of LGL SPAC’s business combination with IronNet, Inc.). As a fund manager since 1990, Mr. Gabelli’s focus
is global value investments with portfolio assignments including alternative and traditional asset management. He manages alternative
investment portfolios and investment companies trading on the London Stock Exchange. He has managed several Morningstar five star mutual
funds and a Lipper #1 ranked global equity mutual fund. In corporate matters, he has assisted on group restructurings, including GAMCO’s
initial public offering and the subsequent formation of AC. He built the hedge fund platform of AC’s wholly-owned subsidiary, Gabelli
& Partners, LLC, and expanded the business internationally, opening the GAMCO London and Tokyo offices. In 2001, he also formed and
served as General Partner of OpNet Partners, a Gabelli venture capital fund focused on optical networking technologies. He is also a
Director of LICT Corporation (OTC: LICT). Mr. Gabelli is active in a variety of charitable educational efforts in the United States,
Europe and the United Kingdom. Mr. Gabelli began his career in equity research and arbitrage for Lehman Brothers International.
He is a member of the New York Society of Security Analysts. He received an M.B.A. from the Massachusetts Institute of Technology and
is a graduate of Harvard University, with a Master’s degree in Government, and Boston College, with a Bachelor’s degree in
economics. Mr. Gabelli brings to the Board his management skills and expertise in finance, investment and merger and acquisition
matters.
Appointment
of Certain Officers
The
Board ratified the appointment of Robert LaPenta, Jr. as Co-Chief Executive Officer of the Company, effective August 25, 2022. Mr.
LaPenta has an extensive career spanning over 30 years in finance, accounting, consulting, capital markets origination, equity trading,
asset allocation and mergers and acquisitions and has been active in transaction sourcing, processing and execution. Mr. LaPenta began
his career as a Senior Associate at Coopers & Lybrand as a CPA responsible for managing audits, consulting, M&A due diligence
and special project engagements for multiple clients in various industries. Mr. LaPenta transitioned full time into the investment banking
sector spending the next 13 years focused on trading and capital market activities culminating in the role of Managing Director and Co-head
of Equity Trading at Bank of America Securities, LLC where he managed the firm's equity capital commitment, proprietary trading, secondary
offerings and risk management within cash trading. In 2007, Mr. LaPenta joined L-1 Identity Solutions, Inc. as Vice President of Mergers
and Acquisitions and Corporate Strategy. Mr. LaPenta managed the firms M&A processes from sourcing, structuring, valuation, diligence
and financing of multiple transactions with the most notable being the negotiation of the $1.6 billion sale of L-1 to Safran and BAE
Systems. Following the sale of L-1, Mr. LaPenta became a Partner of Aston Capital an alternative asset management firm of the LaPenta
family office and co-founded the Boundary Group, an investment partnership focused on private investments in the aerospace, defense,
and intelligence markets. Mr. LaPenta has previously served on the boards of directors of Revolution Lighting Technologies, Inc. (until
2016), an LED lighting and control solutions company, TherapeuticsMD (Nasdaq: TXMD), a women's healthcare product provider, The Radiant
Group, a provider of geospatial analytics to the U.S Intelligence community (now part of Nasdaq: MAXR), AFIX Technologies, a provider
of biometric solutions for governments and civil agencies, is currently a board member of LGL Group, Inc. (NYSE American: LGL), a board
observer of ARKA, a provider of satellite data processing and related critical technologies to the U.S. Government and Intelligence Agencies
and sits as an Audit Committee member for St. David's School New York City. Mr. LaPenta
is also a member of the board of directors of IronNet, Inc., a global leader in cybersecurity, since August 2021. Prior to that, he served
as Co-Chief Executive Officer and Chief Financial Officer of LGL SPAC from March 2021 to August 2021 (the close of LGL SPAC’s business
combination with IronNet, Inc.), and from September 2019 to March 2021 as Executive Vice President and Chief Financial Officer. Mr. LaPenta
graduated from Boston College with a Bachelor's degree in Accounting and Finance and has been a registered CPA (inactive) in the State
of New York.
The
Board ratified the appointment of Timothy Foufas as Co-President and Secretary of the Company, effective August 25, 2022. He
has served as the Managing Partner of Plato Foufas & Co., LLC, a financial services company, since 2005. Mr. Foufas served as Chief
Executive Officer for LGL SPAC from September 2019 to September 2019, and as Vice President and Chief Operating Officer from September
2019 to August 2021 (the close of LGL SPAC’s business combination with IronNet, Inc.). In addition, Mr. Foufas served as President
of Levalon Properties, LLC, a real estate property management company, from 2007 to June 2018. Previously, Mr. Foufas served as Senior
Vice President of Bayshore Management Co., LLC, a real estate property management company, from 2005 to 2006. Prior to joining Bayshore
Management Co., LLC, he was the Director of Investments at Liam Ventures Inc., a private equity investment firm, from 2000 to 2005. Mr.
Foufas has also served on the Board of Directors for LGL Group, Inc. (NYSE American: LGL), a leader in the design and manufacture of
customized electronic components used primarily to control the frequency or timing of electronic signals in communication systems, since
2007.
The
Board ratified the appointment of Nathan Miller as Chief Financial Officer of the Company, effective August 25, 2022. Mr. Miller has
worked in institutional investment management for more than 20 years and has served as a partner and portfolio manager at Emles Advisors
LLC, an asset manager founded in 2018, since 2020. In 2012, Mr. Miller launched NGM Asset Management to combine passive, positive
carry, high quality securities with opportunistic active management, and has served as its Chief Investment Officer since 2012. From
2011 to 2012, Mr. Miller managed an equity long/short portfolio at Citadel Investment Group in New York. From 2009 to 2011, Mr. Miller
was Co-Head of Equity Long/Short Desk at RBC Capital Markets, with a focus on Industrials and Cyclicals. He also oversaw risk management
and the structure of eleven different investment teams across all sectors for the $2 billion fund. From 2003 to 2009, Mr. Miller
served as an Aerospace & Defense, Industrials & Cyclicals and Multi-Industry analyst at SAC Capital, where he managed a
carve-out of a larger $1 billion Industrials portfolio. From 2000 to 2003, Mr. Miller served as a home-building, building
materials and retail analyst for Goldman Sachs. Mr. Miller graduated from The Johns Hopkins University with a Bachelor’s degree
in Biomedical Engineering and Electrical & Computer Engineering, a Bachelor’s degree in Economics and a Minor in
Entrepreneurship & Management.
The
Board ratified the continued service of Joseph Gabelli as Co-President of the Company, effective August 25, 2022.
John
N. Givissis will continue as Senior Vice President and Chief Accounting Officer of the Company.
Departure
of Directors or Certain Officers
Douglas
R. Jamieson, the Non-Executive Co-Chairman of the Board, and Mr. Peter D. Goldstein, Executive Vice President of the Company, each notified
the Company of his intention to resign his position with the Company, effective August 25, 2022, in order to more fully pursue other
commitments. Each of Mr. Jamieson and Mr. Goldstein has indicated that his resignation as an officer of the Company was not the result
of any disagreement with management or the Board.