Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 14, 2022, the Board of Directors (the "Board") of Fortress Capital
Acquisition Corp. (the "Company") elected Gary Kalk to serve as a director of
the Company. The Board also appointed Mr. Kalk to serve as a member of the Audit
Committee, Compensation Committee and Nominating and Corporate Governance
Committee, having previously determined that Mr. Kalk 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. Kalk's appointment to the
Audit Committee, Compensation Committee and Nominating and Corporate Governance
Committee, Michael Nierenberg, a member of those respective committees not
meeting such independence requirements was removed. Following the appointment of
Mr. Kalk, the Company's Audit Committee, Compensation Committee and Nominating
and Corporate Governance Committee each consists of Debra Coleman, Elizabeth
Fascitelli and Gary Kalk. Mr. Kalk will serve until the second Annual Meeting of
Stockholders or until his successor shall be elected and duly qualified.
Since October 2021, Mr. Kalk has served as the Chief Executive Officer of GOcxm
Corp., an end-to-end platform that provides data collection across all channels
to provide integrated reporting, data-driven insights and prescriptive analytics
to its customers. From June 2006 to January 2020, Mr. Kalk served in various
roles at Dealer-FX Group Inc., a software solutions platform for retail
automotive services, including as Founder, President, Chief Executive Officer
and Executive Chairman.
There are no arrangements or understandings between Mr. Kalk and any other
person pursuant to which he was elected as a director of the Company, and there
are no family relationships between Mr. Kalk and any of the Company's other
directors or executive officers.
In connection with Mr. Kalk's appointment, he and the Company entered into
(i) an indemnification agreement and (ii) a joinder to the letter agreement,
dated as of January 12, 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 and the letter
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- 251651).
In connection with his appointment as a director of the Company, Mr. Kalk will
receive 25,000 founder shares from the Company's sponsor, Fortress Capital
Acquisition Sponsor LLC.
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