Spark Networks SE appointed Colleen Birdnow Brown as new CEO

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


On July 7, 2023, the Board of Directors ("Board") of Spark Networks SE (the "Company") and Chelsea A. Grayson determined that Ms. Grayson resigned as Executive Director and Chief Executive Officer of the Company and Spark Networks, Inc., and terminated her service and employment with the Company and Spark Networks, Inc. effective July 7, 2023. Ms. Grayson also resigned as a member of the Company's Board, effective July 7, 2023. The Company and Sparks Networks, Inc. have entered into a Resignation Agreement with Ms. Grayson (the "Resignation Agreement"), which is attached as Exhibit 10.1 hereto and incorporated by reference herein. The Resignation Agreement provides for Ms. Grayson's resignation as a member of the Board, and as Chief Executive Officer of the Company and Spark Networks, Inc., and contains other customary terms and conditions. Pursuant to the Resignation Agreement, the Company will pay Ms. Grayson $600,000 as severance compensation in six equal monthly installments, and reimburse Ms. Grayson for up to $25,000 in professional advisory fees and 12 months of COBRA payments. In addition, the parties have agreed to mutual releases of claims. 


Colleen Birdnow Brown, the Chair of the Board, was appointed by the Board as interim Chief Executive Officer of the Company and Spark Networks, Inc. effective July 7, 2023. As a result, Ms. Brown has resigned as a member of the Audit Committee of the Board effective July 7, 2023, but will continue to serve as the Chair of the Board. The Company expects to enter into a services agreement with Ms. Brown in due course.


Ms. Brown, age 64, joined the Board in November 2017. She also serves as a director of publicly traded True Blue Inc. and Big5 Sporting Goods. She also serves as a director for privately held Port Blakely. Ms. Brown served as President and CEO at Fisher Communications from 2005 to 2013, and in the C-Suite of Belo Corp from 2000 to 2004. Prior to 2000, she held a number of positions in the media and broadcasting industries, including President of Broadcast at Lee Enterprises from 1998 to 2000, President at 12 News (KPNX-TV, NBC) from 1995 to 1998, President of WFMY News 2 from 1991 to 1995, and station manager and CFO at KUSA-TV from 1980 to 1991. She also served in various corporate positions at TEGNA (formerly Gannett) from 1980 to 1998. Ms. Brown also served as chairman of the board of directors of American Apparel, and as a director of Career Builder and Classified Ventures. Ms. Brown currently serves as a director of a nonprofit, Delta Dental of Washington and Spring Rock Ventures. Ms. Brown is a member of NACD, WCD, IWF, and C200. She is a NACD Leadership Fellow. She holds an MBA from the University of Colorado Boulder (1981) and a BS in Business Administration from the University of Dubuque (1979). 


There is no arrangement or understanding between Ms. Brown and any other person pursuant to which she was appointed as interim Chief Executive Officer.