Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 3, 2021, Matthew J. Smith was appointed as a member of the board of
directors (the "Board") of Spartan Acquisition Corp. III (the "Company"),
effective immediately. The Board has determined that Mr. Smith is an
"independent director" as defined in the New York Stock Exchange ("NYSE")
listing standards and applicable U.S. Securities and Exchange Commission ("SEC")
rules and regulations.
Under the NYSE listing standards and applicable SEC rules, the Company had one
year from the effective date of the registration statement for its initial
public offering to have the audit committee of the Board (the "Audit Committee")
be comprised solely of independent members. Prior to Mr. Smith's appointment,
one of the members of the Board's Audit Committee, Geoffrey Strong, was not
independent. In connection with Mr. Smith's appointment to the Board, Mr. Smith
will replace Mr. Strong as a member of the Board's Audit Committee.
Matthew J. Smith, age 43, currently serves as the Founder and Managing Partner
of Deep Basin Capital LP since January 2017. Mr. Smith has over 16 years of
investment management experience in the energy, renewable and utility sectors
across both public and private investments, including the roles of portfolio
manager at Citadel's Surveyor Capital Ltd. from June 2010 through January 2016,
senior analyst in the energy and other cyclical sectors for Highfields Capital
Management LP from January 2009 to December 2009 and Copper Arch Capital. LLC
from July 2005 to December 2007 and as a financial analyst at Equity Office
Properties Trust from August 2001 to May 2003. Mr. Smith is a CFA Charterholder.
He holds a B.B.A. from the University of Iowa Tippie College of Business and a
M.S. in Finance from Wisconsin-Madison's Applied Security Analysis Program
(ASAP). The Company believes Mr. Smith is well qualified to serve as a director
due to his extensive experience in the energy, renewable and utility sectors
across both public and private investments.
In connection with his appointment to the Board, Mr. Smith has joined that
certain letter agreement, dated February 8, 2021, among the Company, its
officers and directors and Spartan Acquisition Sponsor III LLC (the "Letter
Agreement") by entering into an Insider Letter Acknowledgment and Agreement, a
copy of which is attached hereto as Exhibit 10.1. Please see the Company's
Annual Report on Form 10-K for the year ended December 31, 2020 for information
regarding the Letter Agreement. The Company also entered into an Indemnification
Agreement with Mr. Smith, a copy of which is attached hereto as Exhibit 10.2,
which requires the Company to indemnify him to the fullest extent permitted
under Delaware law and to advance expenses incurred as a result of any
proceeding against him as to which he could be indemnified.
In connection with his appointment to the Board, Mr. Smith will receive a
one-time cash payment of $250,000. In addition, Mr. Smith will be reimbursed for
any out-of-pocket expenses incurred in connection with activities on the
Company's behalf such as identifying potential target businesses and performing
due diligence on suitable business combinations.
Item 9.01. Financial Statements and Exhibits
Exhibit
No. Description of Exhibits
Insider Letter Acknowledgment and Agreement, dated May 3, 2021, between
10.1 the Company and Matthew J. Smith.
Indemnification Agreement, dated May 3, 2021, between the Company and
10.2 Matthew J. Smith.
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