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.





                                       2

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses