Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of Certain
On December 29, 2021, Glenn R. August notified Churchill Capital Corp V (the
"Company") of his intention to resign from the Company's board of directors (the
"Board"), effective December 29, 2021. Mr. August did not advise the Company of
any disagreement with the Company on any matter relating to its operations,
policies or practices.
On January 5, 2022, the Board of the Company appointed Alan M. Schrager as a
director of the Company, effective January 5, 2022. Mr. Schrager will serve as a
Class II director of the Company with a term expiring at the Company's second
annual meeting of stockholders following the Company's initial public offering.
Mr. Schrager will serve on the Audit Committee of the Board, the Compensation
Committee of the Board and the Nominating Committee of the Board.
Mr. Schrager is Portfolio Manager & Senior Partner with Oak Hill Advisors, L.P.
("OHA"), where he shares portfolio management responsibilities for a number of
OHA's portfolios. Mr. Schrager serves on various OHA committees, including the
compliance, investment strategy, valuation and several fund investment
committees. Previously, he had senior research responsibility for investments in
private credit companies, software, industrials and gaming. Prior to joining OHA
in early 2003, Mr. Schrager was a Managing Director of USBancorp Libra, where he
was responsible for originating, evaluating and structuring private equity,
mezzanine and debt transactions and also held several positions at Primary
Network, a data CLEC, including Chief Financial Officer and Interim Chief
Executive Officer. He previously worked in the Leveraged Finance and High Yield
Capital Markets group at UBS Securities, LLC. He currently serves on the boards
of directors of Associated Materials Incorporated since August 2020, Expro Group
Holdings N.V. since October 2021 and New Heights Youth, Inc. since April 2016.
Mr. Schrager also serves on the boards of directors of Churchill Capital Corp VI
and Churchill Capital Corp VII since January 2022. Mr. Schrager earned an M.B.A.
from the Wharton School of the University of Pennsylvania and a B.A. from the
University of Michigan.
In connection with his election to the Board, Mr. Schrager will enter into an
indemnification agreement with the Company pursuant to which the Company will
agree to indemnify him from certain liabilities that may arise by reason of his
status as a director and advance certain expenses incurred by Mr. Schrager. The
form of indemnification agreement was filed as Exhibit 10.7 to the Registration
Statement on Form S-1, filed with the Securities and Exchange Commission (the
"SEC") on February 8, 2021 (the "Registration Statement"). Mr. Schrager will
also enter into a letter agreement with Churchill Sponsor V LLC, and this
agreement waives certain redemption rights and certain rights to liquidating
distributions from the trust account. The form of letter agreement was filed as
Exhibit 10.2 to the Registration Statement.
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