Tony O’Brien
Evofem BiosciencesAbout Tony O’Brien
Tony O’Brien, age 62, has served as an independent director of Evofem Biosciences since January 2018. He chairs the Compensation Committee and is a member of the Audit Committee; he is currently the Independent Lead Director until an independent Chair is elected. He holds an M.Sc. in Management Practice from Trinity College Dublin and is a Chartered Director of the Institute of Directors in Ireland .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Health Service Executive (Ireland) | Director General | 2012–2018 | National health system leadership |
| Dept. of Health (Ireland) Special Delivery Unit | Chief Operating Officer; Management Board member | 2011–2014 | Operational performance improvement |
| HSE | Director of Clinical Strategy & Programs | 2011–2012 | Clinical strategy development |
| National Treatment Purchase Fund | Chief Executive Officer | 2011–2013 | Access/wait-time reduction |
| HSE | Chief Advisor, National Cancer Control Strategy | 2006–2010 | Cancer strategy implementation |
| National Plan for Radiation Oncology | Project Director | 2005–2008 | Radiotherapy network rollout |
| National Cancer Registry Board | Chairman | 2009–2012 | Cancer registry oversight |
| National Cancer Screening Service | Founding CEO | 2007–2011 | Screening programs (BreastCheck, CervicalCheck) |
| Irish Family Planning Association | Chief Executive | 1991–2002 | Reproductive health leadership |
| UK Family Planning Association | Chief Executive | 1995–1996 | Reproductive health leadership |
| Trinity College Dublin | Adjunct Assistant Professor (Health Strategy & Management) | n/a | Academic engagement |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Global Leadership and Governance Solutions Limited | Director and owner | Current | Private limited company (Republic of Ireland) |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee Chair .
- Independent Lead Director: O’Brien is serving as Independent Lead Director until an Independent Chair is elected; responsibilities include leading executive sessions, CEO evaluation, agenda guidance, and shareholder consultation availability .
- Independence: Board determined O’Brien is independent under Nasdaq rules; Audit and Compensation Committee members meet enhanced SEC independence criteria .
- Attendance: In 2024 the Board met 15 times; directors attended 95% of Board meetings and 100% of the committees on which they served. Other Board committees did not meet in 2024; the Audit Committee met 4 times .
- Executive sessions: Independent directors meet in executive session in conjunction with each regularly scheduled Board meeting .
Committee assignments and 2024 activity
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Compensation | Chair | 0 |
| Audit | Member | 4 |
Attendance and meeting cadence (FY2024)
| Metric | FY2024 |
|---|---|
| Board meetings held | 15 |
| Average director attendance (Board) | 95% |
| Audit Committee meetings held | 4 |
| Average director attendance (Audit) | 100% |
Fixed Compensation
Non-Employee Director Compensation Policy (effective April 1, 2022)
| Component | Amount ($) |
|---|---|
| Annual cash retainer (director) | $40,000 |
| Chair of the Board additional retainer | $30,000 |
| Audit Committee Chair fee | $20,000 |
| Audit Committee member fee | $10,000 |
| Compensation Committee Chair fee | $15,000 |
| Compensation Committee member fee | $7,500 |
Director Compensation Earned in 2024
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| Tony O’Brien | $75,000 | $0 | $0 | $75,000 |
Note: Earned fees have not been paid quarterly; $0.5 million owed to non-employee directors appears in accrued expenses as of December 31, 2024 (governance/liquidity risk) .
Performance Compensation
- No equity awards were granted to non-employee directors in 2023 or 2024 .
Outstanding Director Option Grants (as of December 31, 2024) – Tony O’Brien
| Grant Date | Options Exercisable (shares) | Exercise Price ($/share) | Expiration Date |
|---|---|---|---|
| 5/12/2021 | 47 | $2,343.75 | 5/12/2031 |
| 5/4/2022 | 48 | $308.75 | 5/4/2032 |
| 3/12/2018 | 13 | $13,668.75 | 3/12/2028 |
| 7/24/2018 | 6 | $4,331.25 | 7/24/2028 |
| 6/5/2019 | 26 | $11,343.75 | 6/5/2029 |
| 5/12/2020 | 26 | $9,487.50 | 5/12/2030 |
Other Directorships & Interlocks
| Company | Role | Public Company? | Interlocks/Conflicts |
|---|---|---|---|
| Global Leadership and Governance Solutions Limited | Director/Owner | No | No related-party transactions disclosed involving O’Brien; Audit Committee reviews/approves RPTs and reported none meeting materiality thresholds (aside from Aditxt instruments not tied to O’Brien) . |
Expertise & Qualifications
- Extensive leadership across Ireland’s health system (HSE Director General; multiple executive roles) and cancer strategy/program implementation, aligning with healthcare governance and operations expertise .
- Chartered Director (IoD Ireland) and MSc in Management Practice (Trinity College Dublin); academic experience as Adjunct Assistant Professor in Health Strategy & Management .
- Board experience in health/life sciences; current EVFM roles include Compensation Chair, Audit member, and Independent Lead Director .
Equity Ownership
| Holder | Common Shares Held | Options Exercisable within 60 days | Total Beneficial Ownership | Percent of Class |
|---|---|---|---|---|
| Tony O’Brien | 4 | 169 | 173 | <1% (indicated as “*”) |
Policies impacting alignment:
- Hedging and pledging of company stock prohibited (short sales, puts/calls, margin/pledging), with limited pre-approval exceptions; supports alignment and risk control .
Governance Assessment
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Strengths:
- Independent status under Nasdaq standards; serves as Independent Lead Director, enhancing independent oversight and shareholder engagement .
- Active Audit Committee participation (member; 4 meetings in 2024) with high attendance; Board held 15 meetings in 2024 with strong attendance metrics (95% Board; 100% Audit) .
- Compensation Committee charter includes use of independent compensation consultant, oversight of incentive metrics and human capital/DEI, and succession planning support .
- Company-level prohibitions on hedging/pledging and an established clawback policy increase governance rigor (clawback applies to executive incentive compensation) .
-
Risks / Red Flags:
- Compensation Committee did not meet in 2024 despite broad charter scope—could signal limited oversight of pay programs during a challenging period; mitigated partially by lack of director equity grants in 2023–2024 .
- Director fees outstanding ($0.5M accrued to non-employee directors) reflect liquidity stress and may create perceived independence risk if directors become material creditors; should be closely monitored .
- Very low personal ownership (<1% beneficial) and legacy options with extremely high strike prices limit alignment through equity; no recent director equity grants further reduce long-term alignment .
- Complex capital structure and substantial preferred holder voting power (E-1 and G-1 series) increase governance complexity and potential misalignment between common holders and preferred investors; Board should ensure robust independent oversight (contextual board risk, not specific to O’Brien) .
-
Related-party transactions:
- Audit Committee policy requires review/approval of RPTs; the proxy reports no RPTs meeting materiality thresholds involving directors/nominees during 2023–2025 (Aditxt instruments disclosed but not tied to O’Brien) .
-
Board effectiveness signals:
- Independent executive sessions, formal lead director role, and documented oversight practices (risk, compliance, cybersecurity, human capital) support accountability and engaged oversight .