Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 8, 2022, the Board of Directors (the "Board") of Achieve Life Sciences,
Inc. (the "Company") appointed Vaughn Himes, PhD., as a director, effective
March 14, 2022. Dr. Himes has not been appointed to a committee of the Board at
this time.
In connection with Dr. Himes's appointment to the Board, and in accordance with
the Company's non-employee director compensation program, he will receive an
annual cash retainer of $40,000 for Board service. In addition, in accordance
with the Company's 2018 Equity Incentive Plan (the "Plan"), on the effective
date of his appointment, Dr. Himes will receive an initial stock option grant to
purchase up to 6,600 shares of the Company's common stock with an exercise price
equal to the closing stock price as quoted on the Nasdaq Stock Market on the
grant date. The options will vest and become exercisable monthly over 36 months
commencing one month from the date of grant. Dr. Himes will also enter into the
Company's standard form of indemnity agreement.
There are no arrangements or understandings between Dr. Himes and any other
persons pursuant to which they were selected as a directors. There are also no
family relationships between Dr. Himes and any director or executive officer of
the Company, and Dr. Himes has no direct or indirect material interest in any
transaction required to be disclosed pursuant to Item 404(a) of Regulation
S-K.
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