Brian O’Callaghan
Bolt BiotherapeuticsAbout Brian O’Callaghan
Brian O’Callaghan, 55, has served on Bolt’s board since November 2021 and was appointed independent, non‑executive Chair in May 2024. He is currently CEO and a director at Deep Genomics (since September 2023), and previously served as CEO of ObsEva SA (Nov 2020–May 2023), CEO of Petra Pharma (May 2017–May 2020), and President & CEO of Sonrgy, Inc. (May 2015–Apr 2017). He holds an MBA from the Henley School of Business at the University of Reading. He is a Class I director up for election at the 2025 annual meeting, with a term through 2028 if elected .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ObsEva SA | Chief Executive Officer | Nov 2020 – May 2023 | Led company as CEO |
| Petra Pharma Corporation | Chief Executive Officer | May 2017 – May 2020 | Led company as CEO |
| Sonrgy, Inc. | President & Chief Executive Officer | May 2015 – Apr 2017 | Led company as CEO |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Deep Genomics | Chief Executive Officer; Director | Since Sep 2023 | Current external operating role and board seat |
Board Governance
- Independence: The board determined O’Callaghan is independent under Nasdaq rules .
- Board leadership: Appointed independent, non‑executive Chair in May 2024; the company states this separation enhances oversight and accountability .
- Committees: Compensation Committee Chair and member; Audit Committee member (effective May 1, 2025 composition: Compensation – LaPorte, O’Callaghan; Audit – LaPorte (Chair), O’Callaghan, Berner) .
- Attendance: In 2024, the board met 7 times; all directors except Mr. Lee attended at least 75% of board and committee meetings, indicating O’Callaghan met the attendance threshold .
- Election/tenure: Class I director nominated for re‑election at the 2025 meeting; if elected, term runs to the 2028 annual meeting .
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| 2024 Fees Earned or Paid in Cash (O’Callaghan) | $62,250 | Reported cash fees for 2024 director service |
| Annual Board Retainer (non‑employee director) | $35,000 | Standard cash retainer |
| Chair of the Board Retainer (in lieu of $35k) | $65,000 | Cash retainer for board chair |
| Audit Committee – Chair / Member | $15,000 / $7,500 | Additional annual cash retainers |
| Compensation Committee – Chair / Member | $10,000 / $5,000 | Additional annual cash retainers |
| Nominating & Corporate Governance – Chair / Member | $8,000 / $4,000 | Additional annual cash retainers |
| Research & Development Committee – Chair / Member | $10,000 / $5,000 | Committee dissolved June 2024; prior fee schedule |
Performance Compensation
| Metric (2024) | Detail |
|---|---|
| Option Awards – Grant Date Fair Value (O’Callaghan) | $13,402 (ASC 718) |
| Annual Director Option Grant (continuing directors) | 22,000 options granted on 2024 annual meeting date |
| Exercise Price (2024 annual grant) | $0.7682 per share |
| Vesting (annual director grant) | 100% on one‑year anniversary or the date immediately prior to the next annual meeting, subject to service |
| Option Term | 10 years, subject to earlier termination upon service end |
| Change‑in‑Control Treatment | Immediate vesting acceleration for director equity if serving through the change in control |
| Annual Director Compensation Limit | $1,000,000 per year; $1,500,000 if first appointed/elected during the period (equity valued at grant date FMV) |
Compensation Committee process and independence: Compensation Committee (chaired by O’Callaghan) engaged Aon/Radford after considering SEC/Nasdaq independence factors to advise on compensation strategy and peer analysis; recommendations were approved following active dialogue .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict with Bolt |
|---|---|---|---|
| Deep Genomics | Private biotech | CEO; Director | None disclosed in Bolt filings |
- Related‑party transactions: Bolt discloses related‑party transactions since 2023; no transactions involving O’Callaghan are disclosed .
- Hedging/pledging: Insider Trading Policy prohibits hedging, short positions, margin purchases, borrowing against, or pledging Bolt stock by directors and others .
Expertise & Qualifications
- Deep biotech/pharma leadership across therapeutic areas; experience leading medicines from concept to commercialization .
- Governance/comp expertise as independent board chair and Compensation Committee chair .
- MBA from Henley School of Business, University of Reading .
Equity Ownership
| Metric | As of | Value |
|---|---|---|
| Beneficial Ownership (shares) | Mar 31, 2025 | 114,071 shares beneficially owned; represents exercisable options within 60 days |
| Ownership % of Outstanding | Mar 31, 2025 | “*” (<1%) per proxy table |
| Options Exercisable ≤ 60 Days | Mar 31, 2025 | 114,071 |
| Total Director Option Awards Held | Dec 31, 2024 | 136,071 |
Governance Assessment
- Strengths: Independent, non‑executive Chair; independence affirmed by the board; robust committee roles (Compensation Chair; Audit member); attendance at or above 75%; anti‑hedging/anti‑pledging policy; use of an independent compensation consultant with SEC/Nasdaq factor review .
- Alignment: Director equity delivered as stock options with standard one‑year vesting and 10‑year term; annual cash fees consistent with disclosed schedule, including a distinct Chair retainer .
- Watch items: Director equity accelerates on change‑in‑control, which can be shareholder‑unfriendly in some contexts though common for small‑cap biotech boards; Bolt is an Emerging Growth Company and is exempt from say‑on‑pay, reducing direct shareholder feedback on compensation .
- Conflicts/related party: No related‑party transactions disclosed for O’Callaghan; no pledging permitted under policy .
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