Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On December 28, 2021, the Board of Directors (the "Board") of Fortress Value
Acquisition Corp. III (the "Company") elected Christopher W. Haga to serve as a
director of the Company. The Board also appointed Mr. Haga to serve as a member
of the Audit Committee, Compensation Committee and Nominating and Corporate
Governance Committee, having previously determined that Mr. Haga satisfied all
applicable requirements to serve on such committees, including without
limitation the applicable independence requirements of the New York Stock
Exchange and the Securities Exchange Act of 1934, as amended. Upon Mr. Haga's
appointment to the Audit Committee, Compensation Committee and Nominating and
Corporate Governance Committee, Andrew A. McKnight, a member of those respective
committees not meeting such independence requirements was removed. Following the
appointment of Mr. Haga, the Company's Audit Committee, Compensation Committee
and Nominating and Corporate Governance Committee each consists of Noha
Carrington, Amy Noblin and Christopher Haga. Mr. Haga will serve until the
second Annual Meeting of Stockholders or until his successor shall be elected
and duly qualified.
Mr. Haga is a private investor with current interests in theater exhibition and
renewable energy. He is a former partner of Carlson Capital, L.P., an
alternative asset management firm based in Dallas, Texas where he served as Head
of Strategic Investments and was a member of its firmwide Investment Committee.
Mr. Haga has over 30 years of experience in finance and investments across
traded credit and private debt and equity. Mr. Haga has served on a number of
public and private company boards and is currently a director of CTO Realty
Growth Inc. (NYSE American: CTO) and SWK Holdings Corporation (NASDAQ: SWKH).
There are no arrangements or understandings between Mr. Haga and any other
person pursuant to which he was elected as a director of the Company, and there
are no family relationships between Mr. Haga and any of the Company's other
directors or executive officers.
In connection with Mr. Haga's appointment, he and the Company entered into
(i) an indemnification agreement and (ii) a joinder to each of the letter
agreement and the registration rights agreement, each dated as of December 28,
2021, entered into by the Company with its directors (and the other parties
thereto) in connection with the Company's initial public offering. Each of the
director indemnification agreement, the letter agreement and the registration
rights agreement was described in, and the forms of which were filed as exhibits
to, the Company's registration statement relating to the Company's initial
public offering (File No. 333-250817).
In connection with his appointment as a director of the Company, Mr. Haga will
receive 25,000 founder shares from the Company's sponsor, Fortress Acquisition
Sponsor III LLC.
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