Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On February 10, 2021, the board of directors (the Board) of CITIC
Capital Acquisition Corp. (the Company) appointed Mark B. Segall to the Board. Mr. Segall was appointed to serve as a Class II director with a term expiring at the Companys second annual meeting of stockholders.
The Board appointed Mr. Segall, 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.
Mark B. Segall is the owner and Managing Director of Kidron Corporate Advisors LLC, a New York based investment bank advisory boutique founded
in 2003, and has been the CEO of Kidron Capital Securities LLC, an SEC registered broker dealer (member FINRA and SIPC), since 2009. Mr. Segall was the Co-Chief Executive Officer of Investec, Inc., the
U.S. investment banking operations of the Investec Group, a South African based specialist bank, from 2001 to 2003. He served as head of investment banking and general counsel at Investec Inc. from 1999 to 2001. From 1996 to 1999, Mr. Segall
was a partner at the law firm of Kramer, Levin, Naftalis & Frankel LLP, specializing in cross-border mergers and acquisitions and capital markets activities, and between 1991 and 1995 he was an associate at the same firm. Mr. Segall
serves as chairman of the board of National CineMedia, Inc. since 2019, where he sits on the audit committee, compensation committee and nominating committee. He also serves as director of Bel Fuse, Inc., where he sits on the compensation committee
and nominating committee, since 2011.
Mr. Segall received an AB in History from Columbia College, Columbia University and a JD from
New York University School of Law.
On February 10, 2021, the Company entered into an indemnity agreement (the Indemnity
Agreement) with Mr. Segall, 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
February 10, 2021, the Company entered into a joinder agreement with Mr. Segall (the Joinder Agreement), pursuant to which Mr. Segall (i) agreed to certain covenants contained in 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 and (ii) was granted registration rights as a holder of Class B ordinary shares of the
Company under the registration rights agreement entered into by and among the Company and each of the holders party thereto in connection with the Companys initial public offering.