ACHIEVE LIFE SCIENCES, INC. 8-K

What Happened

• Achieve Life Sciences, Inc. (ACHV) filed an 8-K reporting that its Board appointed Jeff Farrow and Reid Waldman, M.D. as directors effective May 29, 2026. The appointments are reported under Item 5.02 (departure/election of directors or officers).
• Mr. Farrow was named a member of the Nominating and Governance Committee and Chair of the Audit Committee. Dr. Waldman was named a member of the Commercial Committee and Chair of the Compensation Committee. The filing was signed June 2, 2026 by CFO Mark Oki.

Key Details

• Effective date: May 29, 2026 (filing dated June 2, 2026).
• Cash retainer: Each incoming director will receive a pro-rated $40,000 annual retainer for the fiscal year ending December 31, 2026, plus additional cash for committee service under the company’s Non-Employee Director Compensation Program.
• Equity grant: Each incoming director will receive a stock option to purchase 47,250 shares of common stock; options vest monthly over three years, subject to continued service.
• Governance/legal: The company entered into its standard indemnification agreement with each director (form referenced as Exhibit 10.11 to the Company’s 2025 Form 10-K). The filing discloses no related-person arrangements, family relationships, or reportable transactions involving the incoming directors.

Why It Matters

• Board composition and committee chairs changed: the appointment of a new Audit Committee Chair and a new Compensation Committee Chair affects oversight of financial reporting and executive pay — items investors watch for governance quality.
• Compensation and dilution: each director’s option for 47,250 shares (94,500 shares total) is a concrete equity grant that will vest over three years and could have modest dilution/expense implications when recognized.
• Standard protections and independence: indemnification agreements and disclosure of no related-party ties signal the company views these as routine, independent board additions rather than connected-party hires.