DRDB · Roman DBDR Acquisition Corp. II

The appointment of Randolph C. Read and resignation of James Nevels represent a targeted board refreshment aligned with Roman DBDR’s imminent business combination with ThomasLloyd Climate Solutions. Mr. Read’s appointment is not routine: he assumes dual committee leadership roles — Chairperson of the Compensation Committee and member of the Audit Committee — signaling enhanced governance rigor during a critical transaction phase. His deep background includes chairing boards through complex corporate events (e.g., Enzon’s merger into Viskase, New York REIT’s liquidation), direct financial expertise as a CPA and Wharton MBA, and current service on multiple public company boards across energy, real estate, and technology sectors. This profile directly addresses investor concerns around oversight quality, financial stewardship, and strategic execution capability for the ThomasLloyd combination. While no compensation details beyond the founder share interest are disclosed, the structure ties Mr. Read’s economic interest to long-term value creation rather than short-term milestones. The timing — less than one week before the April 28 press release announcing the appointment — underscores urgency in strengthening board readiness for shareholder vote preparation and regulatory review of the Form F-4 registration statement.