Business Context and Reporting Period
This Form 8-K Current Report was filed by Achieve Life Sciences, Inc. on September 28, 2020. The filing addresses significant changes to the Company's executive leadership and board of directors, effective immediately on the date of the report.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and executive compensation adjustments rather than financial performance metrics.
Material Changes
Executive Resignations
- Anthony Clarke: Resigned as President and Director. He will continue to serve as Chief Science Officer.
- Richard Stewart: Resigned as Chief Executive Officer (CEO). He will serve as Executive Chairman of the Board.
Executive Appointments
- John Bencich: Appointed as Chief Executive Officer, Principal Executive Officer, and Director. He resigned his previous titles of Chief Financial and Operating Officer.
- Cindy Jacobs: Appointed as President (previously Chief Medical Officer).
- Jerry Wan: Appointed as Principal Accounting Officer (previously Senior Director of Accounting Operations).
Compensation and Management Commentary
The Board approved amended employment agreements and salary increases for the newly appointed officers:
- John Bencich (CEO): Annual base salary increased to $465,000; target bonus increased to 50%. Severance provisions for involuntary termination increased from 12 to 18 months of base compensation, and for change in control transactions from 15 to 24 months.
- Cindy Jacobs (President): Annual base salary increased to $440,000.
- Jerry Wan (Principal Accounting Officer): Annual base salary increased to $223,076.
- Anthony Clarke and Richard Stewart: Employment agreements amended regarding Change in Control Compensation. The calculation base will now be the employee's average annual base salary over the 24 months preceding the change in control event.
Full text of the amended agreements will be filed in the Quarterly Report on Form 10-Q for the fiscal quarter ending September 30, 2020.
Investor Verification Checklist
- Verify the full terms of the amended employment agreements for John Bencich, Cindy Jacobs, and Jerry Wan in the upcoming Form 10-Q.
- Confirm the transition timeline for Anthony Clarke and Richard Stewart's successor roles.
- Review the Company's 2019 Form 10-K and 2020 Schedule 14A for background information on the appointed officers as referenced in the filing.