ObsEva SA appointed new CEO

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


Director Departures 

On February 23, 2023, Annette Clancy, current chair of the Board, Brian O'Callaghan, Stephanie Brown, Anne VanLent and Ed Mathers, each a current member of the Board, notified the Company that they will not stand for re-election as director nominees of the Company at the AGM which is expected to be held later in 2023, and therefore, will no longer serve as directors of the Company or on any committee of the Board, effective as of the AGM. The decisions of the directors not to stand for re-election was in connection with the reorganization and not due to any disagreement with the Company. 

Officer Departure and Appointment 

As part of the reorganization, on February 24, 2023, the Company announced that Brian O'Callaghan, the Company's Chief Executive Officer, stepped down from his position effective as of February 23, 2023. Mr. O'Callaghan is succeeded by Will Brown as Interim Chief Executive Officer. In addition to Interim Chief Executive Officer, Mr. Brown continues to serve as the Company's Chief Financial Officer. 

Mr. Brown joined the Company in January 2022 as Chief Financial Officer with extensive experience in capital markets, finance and accounting. From May 2018 to December 2021, Mr. Brown served as Chief Financial Officer of Altimmune, Inc. (NASDAQ: ALT) where he was critical in the company's transformation and growth through more than $300 million of new equity issuances and a strategic acquisition. Mr. Brown has been a consultant to several private and public companies in a variety of accounting and tax matters both independently and as the managing partner of Redmont CPAs. Prior to his consulting role, he was an audit manager at PricewaterhouseCoopers and a Division Controller at Rheem, a multinational manufacturing company. Mr. Brown earned both his MBA and B.S. from Auburn University at Montgomery. 

The selection of Mr. Brown to serve as the Company's Interim Chief Executive Officer was not pursuant to any arrangement or understanding with respect to any other person. In addition, there are no family relationships between Mr. Brown and any director or executive officer of the Company. Mr. Brown has not been a party to any transaction with the Company or its subsidiaries of the type required to be disclosed pursuant to Item 404(a) of Regulation S-K, and no such transaction is currently contemplated. 

On February 23, 2023, the Company entered into a letter agreement (the "Interim CEO Letter") with Mr. Brown, governing the terms of his service as the Company's Interim Chief Executive Officer. Pursuant to the Interim CEO Letter, Mr. Brown is eligible to earn a retention bonus payment of $132,600, less applicable withholdings, subject to continues employment in good standing with the Company through the earlier of (i) the appointment of a successor Chief Executive Officer or (ii) May 31, 2023 (such date, the "Retention Date"). Such retention bonus, if earned, will be paid in a lump sum on the Company's next regular payroll date following the Retention Date. 

Pursuant to the Interim CEO Letter, on February 23, 2023, the Board granted to Mr. Brown an option to purchase 250,000 common shares of the Company at an exercise price equal to $0.169, the closing market price per share of the Company's common shares on Nasdaq on the date of grant. The option became fully vested and exercisable immediately.