TH Target Hospitality Corporation

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On September 20, 2021, the Board of Directors (the “Board”) of Target Hospitality Corp. (the “Company”) appointed Pamela Hughes Patenaude, age 60, to serve as a Class I member of the Board, effective immediately until her current term expires as of the date of the Company’s 2022 annual meeting of stockholders. Ms. Patenaude will serve as a member of the Audit Committee of the Board and qualifies as an independent director under the independence standards established by the Nasdaq Stock Market. The Company announced the appointment of Ms. Patenaude in its September 20, 2021 press release, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

Ms. Patenaude is a real estate, housing policy and disaster recovery expert with three-decades of experience as an executive in government, the nonprofit sector and private industry. From 2017 until 2019, Ms. Patenaude served as the deputy secretary of the U.S. Department of Housing and Urban Development. Earlier in her career, Ms. Patenaude served as assistant secretary for community planning and development at HUD. She currently serves on the board of directors of loanDepot, Inc. (NYSE: LDI) a publicly-traded financial services company, where she serves on the Audit Committee.  She also serves on the board of directors for Habitat for Humanity International and the Bipartisan Policy Center. Ms. Patenaude is a trustee and vice chairman of the Home Builders Institute, and a member of the FDIC Advisory Committee on Economic Inclusion. Ms. Patenaude is the principal of Granite Housing Strategies, LLC, where she serves as a strategic advisor for clients engaged in real estate development, affordable housing and disaster recovery management. Ms. Patenaude recently served as an independent director of CoreLogic, Inc., where she was a member of the Audit and Compensation Committees. Ms. Patenaude previously served as the President of the J. Ronald Terwilliger Foundation for Housing America’s Families, a national nonprofit, education, and research organization dedicated to illuminating America’s affordable housing crisis. Ms. Patenaude earned a Bachelor of Science degree from Saint Anselm College and a Master of Science degree in community economic development from Southern New Hampshire University.

Ms. Patenaude will also enter into the Company’s standard director and officer indemnification agreement, the form of which was previously filed by the Company as Exhibit 10.6 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 21, 2019.

There are no arrangements or understandings between Ms. Patenaude and any other persons pursuant to which she was appointed as a director. There are no transactions between Ms. Patenaude and the Company that would require disclosure pursuant to Item 404(a) of Regulation S-K. Ms. Patenaude will receive compensation for her Board and committee memberships based upon the levels described for non-employee directors in the Company’s proxy statement for its 2021 Annual Meeting of Stockholders.