Bright Green Corp appointed Seamus McAuley as new CEO

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 


Effective as of February 9, 2023, Terry Rafih, the Chief Executive Officer and Executive Chairman of the Board of Directors (the "Board") of Bright Green Corporation, a Delaware corporation (the "Company"), resigned from his position as Chief Executive Officer of the Company in connection with the appointment of Seamus McAuley as Chief Executive Officer, as described below. Mr. Rafih will continue to serve the Company as Executive Chairman of the Board. Mr. Rafih indicated to the Company that he did not resign as a result of any disagreement with the Company on any matter relating to the Company's operations, policies, or practices. There will be no changes to Mr. Rafih's compensation as he continues to serve the Company as Executive Chairman of the Board.


Seamus McAuley was appointed Chief Executive Officer of the Company, effective as of February 9, 2023. On February 15, 2023, effective as of February 9, 2023, the Company entered into an Executive Employment Agreement with Mr. McAuley (the "McAuley Agreement") to serve as the Company's Chief Executive Officer. The McAuley Agreement provides Mr. McAuley an annual base salary of $300,000, reimbursement for certain expenses, and eligibility to participate in the Company's benefit plans and executive compensation programs generally. Additionally, upon the achievement of specific milestones, as described in Exhibit A to the McAuley Agreement, Mr. McAuley shall be eligible to receive awards to purchase up to an aggregate of 5,000,000 shares of the Company's common stock. Each award is subject to and conditioned upon the approval of the Board, which approval shall be granted as each milestone is met. The McAuley Agreement subjects Mr. McAuley to standard restrictive covenants for agreements of its type, including non-competition, non-solicitation, and invention assignment provisions.


From June 2021 to February 2023, Mr. McAuley was the Chief Executive Officer of Alterola Biotech Inc., a UK based pharmaceutical company developing cannabinoid, cannabinoid-like, and non-cannabinoid pharmaceutical active pharmaceutical ingredients (APIs) and targeting European novel food approval of cannabinoid-based, cannabinoid-like and non-cannabinoid ingredients and products. Mr. McAuley has been the Chief Executive Officer of Opes Medical Holdings Ltd. ("OPES") since founding the company in July 2019. OPES is a consultancy offering strategic executive services for the development of new and innovative medical technologies and in- vitro diagnostics, accessing funding sources and commercial launch of products. Before founding OPES, Mr. McAuley held several senior level sales and commercialization positions. From September 2018 to July 2019, Mr. McAuley was the European Corporate Development Manager for Diploma PLC, an international group of businesses supplying specialized technical products and services to the life sciences sector, where he was responsible for identifying, targeting, assessing and closing company acquisitions in strategically identified geographic zones and market sectors. Prior to that, from July 2011 to July 2019, Mr. McAuley was Sales and Commercial Director (UK & Ireland) for Technopath Distribution Ltd., an international manufacturer and distributor of clinical diagnostic products, where he more than doubled sales. Mr. McAuley earned diplomas in counselling and nursing from the University of Ulster. 


The foregoing description of the McAuley Agreement does not purport to be complete and is qualified in its entirety by its full text, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.