ACHV Achieve Life Sciences, Inc. - 8-K

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

Appointment of Board Members

On May 29, 2026, the Board of Directors (the “Board”) of Achieve Life Sciences, Inc. (the “Company”) appointed Jeff Farrow and Reid Waldman, M.D. (together, the “Incoming Directors”), as directors, effective as of such date. Mr. Marrow has also been appointed to the Nominating and Governance Committee of the Board as a member and to the Audit Committee of the Board as its Chair. Dr. Waldman has also been appointed to the Commercial Committee of the Board as a member and to the Compensation Committee of the Board as its Chair.

The Incoming Directors’ compensation will be as provided under the Company’s non-employee director compensation program (the “Non-Employee Director Compensation Program”). In connection with their appointments as non-employee directors of the Board and consistent with the Non-Employee Director Compensation Program, the Incoming Directors will each be entitled to receive a pro-rated $40,000 annual retainer for service as a non-employee director for the Company’s fiscal year ending December 31, 2026, as well as additional cash compensation for service on the Board committees. In addition, consistent with the Non-Employee Director Compensation Program, the Incoming Directors will each receive a stock option to purchase 47,250 shares of the Company’s common stock, which will vest monthly over three years, subject to continued service to the Company.

The Company has entered into a standard form of indemnification agreement with each of the Incoming Directors, in substantially the form that is filed as Exhibit 10.11 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

There are no arrangements or understandings between either of the Incoming Directors and any other persons pursuant to which they were selected as directors. There are also no family relationships between either of the Incoming Directors and any director or executive officer of the Company, and 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 promulgated under the Securities Exchange Act of 1934, as amended.

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