Bridget Martell
ACHIEVE LIFE SCIENCESAbout Bridget Martell
Bridget Martell, M.A., M.D., is an independent director at Achieve Life Sciences (ACHV), serving since 2021. She is 59 years old (as of April 15, 2025), chairs the Nominating & Governance Committee, and sits on the Compensation Committee. Her background spans senior clinical development leadership at public and private biopharma companies; she holds a B.S. in microbiology (Cornell), an M.A. in molecular immunology (Boston University), and an M.D. (Chicago Medical School), with residency and faculty roles at Yale; she is board-certified in internal and addiction medicine .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Achieve Life Sciences (ACHV) | Director; Chair, Nominating & Governance; Member, Compensation | Director since 2021 | Chair N&G; Compensation member (FY24: Comp 7 meetings; N&G 4; Audit 4) |
| Artizan Biosciences (private) | President & CEO | Jul 2021 – Aug 2023 | Led strategy and operations |
| Kura Oncology (NASDAQ:KURA) | VP Clinical Development; Acting CMO; Senior Scientific Advisor | Oct 2017 – Dec 2021 | Clinical leadership in oncology |
| Juniper Pharmaceuticals (public specialty pharma) | SVP New Product Development; Chief Medical Officer | 2015 – 2017 | Product development leadership |
| RRD International (CRO) | Chief Medical Officer | Apr 2018 – Jan 2020 | CRO medical leadership |
| Pfizer (NYSE:PFE) | Leadership roles of increasing responsibility | 2005 – 2011 | Large-cap biopharma experience |
| BAM Consultants | Founder & Managing Partner | 2013 – present | Biopharma consultancy |
| Two Bear Capital | Operating Partner | 2024 – present | Venture operating leadership |
| Yale University | Teaching Attending & Clinical Associate Professor; Entrepreneur in Residence | 2005 – 2020; EIR since 2017 | Academic/innovation roles |
External Roles
| Organization | Role | Since/Until | Notes |
|---|---|---|---|
| Aligos Therapeutics, Inc. (NASDAQ:ALGS) | Independent Director | Current | Public biotech governance |
| Delcath Systems, Inc. (NASDAQ:DCTH) | Independent Director | Current | Public biotech governance |
| POINT Biopharma Global Inc. (NASDAQ:PNT) | Director | Jun 2023 – Dec 2023 | Company acquired by Eli Lilly in Dec 2023 |
| Ayala Pharmaceuticals, Inc. | Director | Prior; acquired by Immunome in Feb 2024 | Transitioned after acquisition |
Board Governance
- Independence: Board determined Dr. Martell is independent under SEC and Nasdaq rules .
- Committee assignments (FY2024): Chair, Nominating & Governance; Member, Compensation. Audit Committee in FY2024 comprised of Duty (Chair), Phelan, Sellig (Martell not listed) .
- Attendance: In FY2024, Board held 11 meetings; each director attended ≥75% of Board/committee meetings; all directors attended the 2024 annual meeting . In FY2023, Board held 6 meetings; each director attended ≥75%; all directors attended the 2023 annual meeting .
- Lead independent oversight: Governance structure includes separation of Chairman and CEO; independent Chairman role (King) post-Annual Meeting .
Fixed Compensation
Director compensation policy emphasizes cash retainers and committee fees; annual retainers unchanged since 2017.
| Component | Policy (2024) | Notes |
|---|---|---|
| Annual retainer (Lead Independent Director) | $60,000 | Paid quarterly; pro-rated as applicable |
| Annual retainer (Non-employee director) | $40,000 | Paid quarterly; unchanged since 2017 |
| Committee Chair fees | Audit $15,000; Compensation $10,000; N&G $7,500 | Paid quarterly |
| Committee Member fees | Audit $7,500; Compensation $5,000; N&G $3,500 | Paid quarterly |
Director compensation actually received (cash vs. equity) for Dr. Martell:
| Year | Cash Fees ($) | Option Awards ($, grant-date fair value) | Total ($) |
|---|---|---|---|
| 2023 | 58,255 | 140,496 | 198,751 |
| 2024 | 60,000 | 104,378 | 164,378 |
Performance Compensation
ACHV compensates non-employee directors primarily in stock options under the 2023 Non-Employee Director Equity Incentive Plan.
| Year | Grant Date | Instrument | Shares | Vesting | Notes |
|---|---|---|---|---|---|
| 2023 | Jun 7, 2023 | Stock Options | 31,500 | 100% on Jun 4, 2024 | Granted under 2023 plan; at 12/31/23 none vested |
| 2024 | Jan 22, 2024 | Stock Options | 31,500 | 100% on earlier of 18 months or immediately before 2025 annual meeting (June 3, 2025) | Aggregate 157,500 options to directors; 2024 grant structure |
Plan features and change-of-control terms (director awards):
- Authorized shares increased proposed to 950,000 (subject to stockholder approval in 2025) .
- Director award types include non-qualified stock options, RSUs, restricted stock, stock bonuses, performance awards; 10-year term cap .
- Non-employee director awards accelerate on Corporate Transaction; options become fully exercisable upon consummation .
Other Directorships & Interlocks
- Current public boards: Aligos Therapeutics, Delcath Systems .
- Prior public boards: POINT Biopharma (acquired by Eli Lilly, Dec 2023), Ayala Pharmaceuticals (acquired by Immunome, Feb 2024) .
- No ACHV disclosure of direct interlocks with ACHV’s suppliers/customers; related-party transaction policy overseen by Audit Committee .
Expertise & Qualifications
- Clinical development leadership across oncology and specialty pharma; prior senior roles at Kura Oncology, Juniper, RRD International, Pfizer .
- Academic credentials: Yale faculty (2005–2020), Entrepreneur in Residence (since 2017); board-certified in internal and addiction medicine .
- Governance expertise: Chairs Nominating & Governance; member Compensation; independent status affirmed .
Equity Ownership
| As-of Date | Beneficial Ownership | % of Class | Breakdown |
|---|---|---|---|
| Apr 15, 2025 | 73,050 shares (options exercisable within 60 days) | <1% | Options exercisable within 60 days; common shares not disclosed |
| Apr 10, 2024 | 8,481 shares (beneficial) | <1% | Footnote indicates 41,550 options exercisable within 60 days |
Vested vs. unvested (as of Dec 31, 2024):
- Options outstanding: 73,050; vested 41,550 .
- Shares pledged/hedging: ACHV policy prohibits short sales, hedging transactions, and pledging/margin use without pre-clearance; effectively restricts hedging/pledging by directors .
Governance Assessment
- Independence and Engagement: Martell is independent; chairs N&G; member of Compensation; Board and committees exhibited active meeting cadence (FY2024: 11 Board; Comp 7; N&G 4; Audit 4), with ≥75% attendance thresholds met .
- Compensation Alignment: Director pay mix is equity-heavy via options; annual cash retainers and committee fees have remained unchanged since 2017; 2024 director option grants vest in full by the 2025 annual meeting, aligning incentives with near-term governance cycles .
- Use of Independent Compensation Advisor: Aon engaged for director and executive compensation benchmarking; Compensation Committee found no conflicts (FY2024, FY2023) .
- Related-Party Oversight: Audit Committee reviews related-party transactions; proxies disclose offerings and insider purchases (not involving Martell); no transactions >$120,000 involving Martell disclosed .
RED FLAGS
- Change-of-control acceleration: Non-employee director awards fully accelerate on corporate transactions, which some investors may view as misaligned with long-term stewardship .
- Ownership guidelines: Proxy does not disclose director stock ownership guidelines; absence may reduce formalized alignment expectations .
- Option-only equity: Shift from RSUs to predominantly options for directors may influence risk preferences; monitoring vesting structures and grant sizing advisable .
Investor Confidence Signals
- Strong independence and chair role in N&G; active participation in Compensation Committee .
- Formal clawback policy adopted Aug 2023; aligns with SEC/Nasdaq standards .
- Hedging/pledging restrictions enhance alignment and reduce conflict risks .
Notes on Insider Trades
- Form 4 insider trade data retrieval via the insider-trades skill could not be completed due to authorization error; proxy statements do not include Form 4 transaction details. Ownership data above reflects proxy disclosures and footnotes .