ACHIEVE LIFE SCIENCES, INC.

Nominees

The following persons are our 2025 director nominees, each of whom was recommended by the Nominating and Governance Committee and approved by the Board of Directors for nomination at the Annual Meeting:

•

Stuart Duty

•

Thomas B. King

•

Bridget Martell

•

Nancy R. Phelan

•

Thomas Sellig

•

Kristen Slaoui

•

Richard Stewart

Unless otherwise instructed, the proxy holders will vote the proxies received by them for the nominees named above. If a nominee is unable to serve or for good cause will not serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee who is designated by the present Board of Directors to fill the vacancy. Each nominee has consented to being named in this Proxy Statement and to serve if elected. We do not expect that any nominee will be unable to serve or for good cause will not serve as a director. Each director is elected annually to serve until the next annual meeting of stockholders or until a successor has been duly elected and has qualified.

Biographies of our 2025 director nominees are located above under the heading “Board of Directors – General.”

Director Compensation Overview

The charter of the Compensation Committee provides that the Compensation Committee is to recommend to the Board of Directors matters related to director compensation. The director compensation package for non-employee directors consists of annual cash compensation and stock options exercisable to purchase shares of our common stock. None of our employees who also serve as directors are entitled to receive compensation for service as a director. Therefore, Richard Stewart, Thomas King and Cindy Jacobs receive no compensation for their service as a director. Our director compensation policy for fiscal year 2024 is set forth below under the heading “Director Compensation Policy – 2024 Director Compensation.”

Director Compensation Policy

2024 Director Compensation

As part of its evaluation of compensation levels for the 2024 fiscal year, the Compensation Committee recommended and the Board of Directors approved, the retention of Aon to review compensation levels of our independent directors and committee members. Aon was instructed to benchmark and make recommendations regarding the annual retainer amounts for directors and chairpersons of the Board of Directors and the various committees, as well as the amounts and terms of initial and annual long-term equity incentive awards for directors. On recommendation by Aon in 2024, the equity compensation and cash compensation for non-employee directors in connection with their service on the Board of Directors in 2024 is as follows:

•

An annual retainer of $60,000 to be paid to the Lead Independent Director and $40,000 was paid to all other non-employee directors. These retainers were paid in quarterly installments, with the Lead Independent Director retainer ending August 2024 at the time Mr. King became an employee as Interim Executive Chairman. Each quarterly payment was conditioned on the director remaining a director on the date of actual payment, which was typically within 10 days following the completion of the respective calendar quarter. Retainers are pro-rated for the portion of the year during which a director was on the Board of Directors. These annual retainers have remained the same since 2017.

•

Additional annual cash compensation for the chairpersons and members of each committee as set forth in the following table, are the same as the previous year, and are paid on the same schedule and terms as the non-employee director compensation described above:

•

Any new director would have received a one-time initial grant of stock options to acquire 47,250 shares of our common stock upon becoming a director, which would vest monthly over three years from the date of grant, subject to continued service as a director.

•

In January 2024, each director then seated received a grant of stock options to acquire 31,500 shares of common stock, with 100% vesting on the earlier of the eighteen-month anniversary of the grant date or the date immediately prior to our 2025 annual meeting of stockholders, subject to the grantee’s continued service as a director.

Director Compensation Paid for 2024

The following table summarizes all compensation earned or awarded to non-employee directors who served during 2024 as compensation for board service during the 2024 fiscal year. Mr. King became an employee in August 2024 upon his appointment as Interim Executive Chairman, and Dr. Himes resigned as a Director in January 2025.

(1)

The dollar amounts reflect the aggregate grant date fair value of equity awards granted within the fiscal year in accordance with the Financial Accounting Standards Board, or FASB, Accounting Standards Codification Topic 718 for stock-based compensation. These amounts do not correspond to the actual cash value that will be recognized by the directors when received. Assumptions used in the calculation of the amounts in this column are included in note 11 to our audited consolidated financial statements included in our 2024 Annual Report on Form 10-K. As of December 31, 2024, the following directors had the following numbers of options outstanding:

•

Stuart Duty: 78,750 options, of which 27,563 were vested as of December 31, 2024.

•

Vaughn Himes: 69,600 options, of which 37,550 were vested as of December 31, 2024.

•

Thomas B. King: 78,750 options, of which 27,563 were vested as of December 31, 2024.

•

Bridget Martell: 73,050 options, of which 41,550 were vested as of December 31, 2024.

•

Thomas Sellig: 78,750 options, of which 27,563 were vested as of December 31, 2024.

(2)

These options were granted on January 22, 2024 to each of Messrs. Duty, King, and Sellig and Drs. Martell and Himes with an aggregate of 157,500 options under our 2023 Non-Employee Director Equity Incentive Plan. These options will vest 100% on June 3, 2025.

(3)

Mr. King received compensation as a director until he became an employee in August 2024 upon his appointment as Interim Executive Chairman, at which point he stopped receiving compensation for his services as a director.

The Board of Directors unanimously recommends that stockholders vote “FOR all” nominees FOR THE BOARD OF DIRECTORS.