Item 5.02
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Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
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Effective April 21, 2020, the
Board of Directors (the “Board”) of Churchill Capital Corp III (the “Company”) appointed Michael Eck and Bonnie Jonas as directors of the Company. Mr. Eck will serve as a Class II director of the Company, and Ms. Jonas will serve as a Class III
director of the Company. Mr. Eck’s term will expire at the Company’s second annual meeting of stockholders following the Company’s initial public offering. Ms. Jonas’ term will expire at the Company’s third annual meeting of stockholders
following the Company’s initial public offering.
Mr. Eck is a Managing Director at M. Klein and Company, a global strategic advisory firm. He joined the firm as a Senior Advisor in
January 2016, and from December 1, 2017 to December 31, 2018, served as the Interim Chief Executive Officer of The Johnson Controls Hall of Fame Village on behalf of M. Klein and Company. Mr. Eck is currently an independent director and Chairman
of Audit Committee of J. Jill, Inc. and was the Global Head of the Consumer and Retail Investment Banking Group at Morgan Stanley from 2008 until his retirement in 2014. Prior to that, Mr. Eck worked at Citigroup from 1993 to 2008, where he was the
Global Head of the Consumer and Retail Banking Group, and at Credit Suisse First Boston from 1987 to 1993. From 2015 to April 2018 he served as an independent Board member and Chairman of the Audit Committee of Blue Buffalo Pet Products, Inc., a
publicly-held leading natural pet food company, until Blue Buffalo Pet Products, Inc. was acquired by General Mills Inc. in April 2018. Mr. Eck is also the co-founder and co-chairman of the board of Steer for Student Athletes. In addition, he
previously served as a Board member of USA Ultimate and as a member of the Senior Advisory Board of Shopkick. Mr. Eck received his Masters in Management from Northwestern University and his B.S. in Business from the McIntire School of Commerce at
the University of Virginia.
Ms. Jonas is a co-founder of Pallas Global Group, LLC (“Pallas Global”), a company that provides independent monitoring and consulting
services to corporations and organizations. Prior to co-founding Pallas Global, Ms. Jonas served for 18 years as an Assistant United States Attorney in the U.S. Attorney’s Office for the Southern District of New York (the “SDNY”). Ms. Jonas’s most
recent position with the SDNY was as Deputy Chief of the Criminal Division, from 2013 to 2016. She also served as the SDNY’s Financial Fraud Coordinator for President Obama’s Financial Fraud Enforcement Task Force and as Co-Chief of the General
Crimes Unit. Ms. Jonas was an attorney with the law firm Paul, Weiss, Rifkind, Wharton & Garrison LLP and a law clerk for the Honorable Reena Raggi of the U.S. District Court in the Eastern District of New York. Earlier in her career, Ms.
Jonas worked as a consultant at Peterson Consulting, where she evaluated settlement amounts in connection with pending asbestos litigation. Ms. Jonas is a graduate of the Wharton School at the University of Pennsylvania and Columbia University
School of Law.
In connection with their elections to the Board, Mr. Eck and Ms. Jonas will enter into indemnification agreements
with the Company pursuant to which the Company will agree to indemnify them from certain liabilities that may arise by reason of their status as directors and advance certain expenses incurred by them. 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 January 29, 2020. Mr. Eck and Ms. Jonas will also enter into letter agreements among Churchill Sponsor III LLC and
the Company’s officers and directors, 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
on Form S-1, filed with the SEC on January 29, 2020.