Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On May 7, 2020, the board of directors (the Board) of CITIC
Capital Acquisition Corp. (the Company) appointed Ross Haghighat to the Board. Mr. Haghighat was appointed to serve as a Class III director with a term expiring at the Companys third annual meeting of stockholders.
The Board appointed Mr. Haghighat, who was determined to be an independent director as defined in the applicable rules of The
New York Stock Exchange, to the Boards Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee.
Ross Haghighat is a U.S.-based business executive, entrepreneur and venture capitalist who has been the chairman and chief executive officer
of Triton Systems, Inc. since 2004. Mr. Haghighat has 24 years of operating experience with private and public entities and seven years of experience in strategic investment and capital markets. Mr. Haghighat has been a founder, co-founder and board member of more than a dozen private and public technology companies in the U.S., Europe, Middle East, and Australia. Mr. Haghighat currently serves on the board of directors for
Electriq-Global, Angel Medical Systems, Inc., Aduro Biotech Inc. (Nasdaq: ADRO) and Fluence Corporation Ltd and has served on the audit committee of the board of directors for Aduro Biotech Inc. since 2015 and served on the audit committee of
Fluence Corporation Ltd from 2016 to 2019.
On May 7, 2020, the Company entered into an indemnity agreement (the Indemnity
Agreement) with Mr. Haghighat, pursuant to which the Company has agreed to provide contractual indemnification, in addition to the indemnification provided in the Companys Amended and Restated Memorandum and Articles of Association,
against liabilities that may arise by reason of their respective service on the Board, and to advance expenses incurred as a result of any proceeding against either of them as to which either could be indemnified, in the form previously filed as
Exhibit 10.5 to the Companys Registration Statement on Form S-1 (File No. 333-236006) for its initial public offering, initially filed with the U.S.
Securities and Exchange Commission on January 22, 2020 (as amended, the Registration Statement).
On May 7, 2020,
the Company entered into a letter agreement with Mr. Haghighat (the Letter Agreement) on substantially the same terms as the form of letter agreement previously entered into by and between the Company and each of its other officers
and directors in connection with the Companys initial public offering.
The foregoing descriptions of the Indemnity Agreement and
the Letter Agreement do not purport to be complete and are qualified in their entireties by reference to the form of indemnity agreement and the Letter Agreement, copies of which are attached as Exhibit 10.5 to the Registration Statement and Exhibit
10.1 hereto, respectively, and are incorporated herein by reference.
On May 7, 2020, CITIC Capital Acquisition LLC, the
Companys sponsor, transferred 22,000 Class B ordinary shares of the Company to Mr. Haghighat
Other than the foregoing, Mr. Haghighat is not party to any arrangement or understanding with any person pursuant to which he was
appointed as director, nor is he party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.