Innventure, Inc.

The business and affairs of Innventure are managed under the direction of our Board. Our Board consists of nine

directors. Each director will continue to serve as a director until the election and qualification of his or her successor or

until his or her earlier death, resignation or removal. Subject to the rights of holders of any future series of preferred stock

outstanding, directors may be removed only for cause by an affirmative vote of at least two-thirds of the total voting power

(which vote shall include the votes of the Series B Preferred Stock holders and Series C Preferred Stock holders voting

together with the Common Stock holders as a single class), at a meeting called for that purpose. The authorized number of

directors may be changed by resolution of our Board. Vacancies on our Board can be filled by resolution of our Board.

Pursuant to our Certificate of Incorporation, our Board is divided into three classes, each serving staggered, three-

year terms. Only one class of directors will be elected at each annual meeting of stockholders, with the other classes

continuing for the remainder of their respective three-year terms. Our Board is designated as follows:

•our Class I directors are Gregory W. Haskell, Daniel J. Hennessy and Michael Amalfitano, and their terms

will expire at this year’s Annual Meeting;

•our Class II directors are David Yablunosky, James O. Donnally and Bruce Brown, and their terms will

expire at the annual meeting of stockholders to be held in 2026; and

•our Class III directors are Michael Otworth, Suzanne Niemeyer and Elizabeth Williams, and their terms

expire at the annual meeting of stockholders to be held in 2027.

Any additional directorships resulting from an increase in the authorized number of directors will be distributed

among the three classes so that, as nearly as possible, each class will consist of one-third of our authorized number of

directors.

Board Orientation and Continuing Education

Our Board was formed in October 2024 with Innventure’s public listing. The N&CG Committee will lead our

development of a Board orientation and onboarding program for future new directors. Onboarding will include integrating

new directors into the Board to understand the details of Innventure’s strategy, and providing such future new directors

with the information needed to guide our growth and expansion – including the policies and procedures applicable to Board

members. Additionally, the N&CG Committee ensures the Board, including future new directors, have the opportunity to

engage with our management and senior leadership team.

The Board encourages our directors to pursue continuing education programs focused on our business and their

roles and responsibilities as public company directors. We reimburse our directors for the costs of these programs.