[8-K] ACHIEVE LIFE SCIENCES, INC. Reports Material Event
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Achieve Life Sciences is expanding its board by appointing Jeff Farrow and Reid Waldman, M.D. as directors, effective May 29, 2026. They will also serve in key committee leadership roles, including chairing the Audit Committee and the Compensation Committee.
Under the company’s non-employee director compensation program, each new director will receive a pro-rated $40,000 cash retainer for the fiscal year ending December 31, 2026, plus additional cash compensation for committee service. Each will also receive a stock option to purchase 47,250 shares of common stock, vesting monthly over three years, subject to continued service.
Positive
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Negative
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8-K Event Classification
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
1 item
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Key Figures
Director cash retainer: $40,000
Stock option grant per director: 47,250 shares
Vesting period: 3 years
+1 more
4 metrics
Director cash retainer
$40,000
Pro-rated annual retainer for fiscal year ending December 31, 2026
Stock option grant per director
47,250 shares
Options on common stock granted to each incoming director
Vesting period
3 years
Director stock options vest monthly over three years
Number of incoming directors
2
Jeff Farrow and Reid Waldman, M.D. appointed to the board
Key Terms
Non-Employee Director Compensation Program, Audit Committee, Compensation Committee, indemnification agreement, +1 more
5 terms
Non-Employee Director Compensation Program financial
"The Incoming Directors’ compensation will be as provided under the Company’s non-employee director compensation program"
Audit Committee financial
"appointed to the Nominating and Governance Committee of the Board as a member and to the Audit Committee of the Board as its Chair"
A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.
Compensation Committee financial
"appointed to the Commercial Committee of the Board as a member and to the Compensation Committee of the Board as its Chair"
A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.
indemnification agreement regulatory
"The Company has entered into a standard form of indemnification agreement with each of the Incoming Directors"
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.
Item 404(a) of Regulation S-K regulatory
"neither of the Incoming Directors has a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K"
FAQ
What change did Achieve Life Sciences (ACHV) announce in this 8-K?
Achieve Life Sciences added two new board members, Jeff Farrow and Reid Waldman, M.D. Both join as non-employee directors and immediately take on committee roles, including chairing the Audit and Compensation Committees, strengthening oversight in finance and executive pay.
What compensation will the new ACHV directors receive?
Each new Achieve Life Sciences director will receive a prorated $40,000 annual cash retainer for 2026. They are also eligible for additional cash for committee work, aligning pay with responsibilities and time commitment at the board and committee level.
What equity awards did Achieve Life Sciences grant the new directors?
Each incoming Achieve Life Sciences director receives a stock option to purchase 47,250 common shares. These options vest monthly over three years, tying director incentives to long-term company performance and encouraging ongoing board service and engagement.
How do the new ACHV director stock options vest over time?
The stock options granted to each new Achieve Life Sciences director vest monthly over three years. This gradual vesting schedule links their potential equity value to sustained board service and longer-term company outcomes rather than short-term stock movements.
Do the new ACHV directors have indemnification protection?
Each new Achieve Life Sciences director entered into the company’s standard form indemnification agreement. This contract helps protect directors from certain legal costs incurred while performing their board duties, consistent with the form previously filed with the company’s Form 10-K.