Kristen Slaoui
ACHIEVE LIFE SCIENCESAbout Kristen Slaoui
Kristen Slaoui, Ph.D., age 54, is an independent director of Achieve Life Sciences (ACHV) since 2025, bringing 20+ years of biopharma corporate development experience; she currently serves as Chief Corporate Development Officer at Galderma S.A. (since September 2020) . She holds a B.S. in Biology and B.A. in Classical Studies (Gettysburg College), a Ph.D. in Physiology (Johns Hopkins Bloomberg School of Public Health), and completed a pharmacology post-doc at the University of Washington School of Medicine; ACHV cites her broad corporate strategy and development experience as core credentials for the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GlaxoSmithKline plc (GSK) | VP & Head, Business Development – North America | Mar 2015 – Mar 2019 | Led BD for North America portfolios |
| GlaxoSmithKline plc (GSK) | VP & Head, Business Development, Pharmaceuticals Commercial Portfolio | Mar 2019 – Aug 2020 | Led BD across commercial portfolio |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Galderma S.A. | Chief Corporate Development Officer | Sep 2020 – present | Dermatology-focused global pharma |
| Villaris Therapeutics, Inc. | Director | Mar 2019 – Nov 2022 | Private biopharma; vitiligo therapeutics |
Board Governance
- Committee assignments: Compensation Committee member; Nominating & Governance Committee member; not a chair (chairs: Compensation—Thomas Sellig; Nominating & Governance—Bridget Martell; Audit—Stuart Duty) .
- Independence: Board determined Slaoui is “independent” under SEC and Nasdaq rules .
- Tenure & board operations: Director since 2025; Board held 11 meetings in 2024; policy expects ≥75% attendance; all directors then in office attended the 2024 annual meeting .
- Independent oversight: Effective upon the 2025 annual meeting, an independent Chairman (Thomas B. King) presides and leads executive sessions of independent directors .
- Risk oversight: Audit oversees financial/cyber risk and conflicts; Nominating & Governance oversees governance standards; Compensation oversees comp risk .
Fixed Compensation
| Component | Amount | Terms |
|---|---|---|
| Annual cash retainer (non-employee director) | $40,000 | Paid quarterly; pro-rated; unchanged since 2017 |
| Lead Independent Director retainer | $60,000 | Paid quarterly; ended Aug 2024 when Mr. King became interim Executive Chairman |
| Audit Committee chair/member | $15,000 / $7,500 | Paid on same schedule as retainer |
| Compensation Committee chair/member | $10,000 / $5,000 | Paid on same schedule as retainer |
| Nominating & Governance chair/member | $7,500 / $3,500 | Paid on same schedule as retainer |
| Meeting fees | None disclosed | Compensation is via retainers and committee fees |
Performance Compensation
| Equity Component | Grant Value/Size | Vesting | Key Terms |
|---|---|---|---|
| Initial option grant (new director) | 47,250 options | Vests monthly over 3 years from grant date, subject to continued service | |
| Annual option grant (re-elected director) | 31,500 options | 100% vests on earlier of 18 months after grant or immediately prior to next AGM | |
| 2025 expected director grants (if Plan Amendment approved) | 31,500 options per non-employee director; 189,000 total across 6 directors | Per 2025 director policy; awards expected but not yet granted as of proxy date | |
| Exercise price policy | ≥ Fair Market Value (closing price) on grant date | Example closing price was $2.48 on Apr 22, 2025 (illustrative) | |
| Change-of-control | Director awards accelerate; options become fully exercisable at transaction close (2017/2018 Director plans and 2023 Director Plan) | ||
| Clawback/recoupment | Subject to Company clawback policy; Plan includes recoupment provisions | ||
| Grant timing policy | Generally granted in January; designed to avoid timing around MNPI | ||
| Annual cap on director comp | Combined cash + equity ≤ $500,000 per calendar year; ≤ $1,000,000 in initial year of service |
Consultant independence: Aon’s Human Capital Solutions advised the Compensation Committee on director/executive pay; Committee determined no conflicts of interest in 2024 .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Villaris Therapeutics, Inc. | Private | Director (2019–2022) | None disclosed with ACHV |
| Galderma S.A. | Private | Chief Corporate Development Officer (2020–present) | No related-party transactions disclosed; dermatology focus distinct from ACHV’s smoking cessation program |
Expertise & Qualifications
| Domain | Details |
|---|---|
| Corporate Development & Strategy | Led BD at GSK; CDO at Galderma; recognized for broad corporate strategy and development experience |
| Education | B.S. Biology & B.A. Classical Studies (Gettysburg); Ph.D. Physiology (Johns Hopkins); post-doc pharmacology (University of Washington School of Medicine) |
| Board Qualification | Independent; appointed for corporate strategy/development expertise |
Equity Ownership
| Holder | Beneficial Ownership | % of Class | Components | Alignment Notes |
|---|---|---|---|---|
| Kristen Slaoui | 6,563 | <1% | Options exercisable within 60 days as of Apr 15, 2025 | Company prohibits hedging/shorting and pledging/margin use of company stock for directors |
Governance Assessment
- Board effectiveness: Slaoui adds seasoned BD/transaction expertise; independent status and dual committee membership (Compensation; Nominating & Governance) strengthen oversight of pay and governance processes .
- Compensation alignment: Director pay mixes modest cash retainers with equity options that vest over time/AGM cycle; exercise price at FMV and annual caps ($500k/$1,000k initial year) mitigate pay inflation; clawback coverage and January grant timing are investor-friendly .
- Independence & conflicts: No related-party transactions involving Slaoui disclosed ≥$120,000 since Jan 1, 2024; Code requires Audit Committee review of conflicts; hedging/pledging prohibited for directors, reducing misalignment risk .
- Engagement signals: 2024 committee cadence (Compensation: 7; N&G: 4; Audit: 4) indicates active governance; board expects ≥75% attendance; Slaoui’s individual 2025 attendance not yet disclosed .
Red Flags
- None disclosed specific to Slaoui: no related-party transactions, hedging/pledging prohibitions in place, independence affirmed .
Watch Items
- Change-of-control acceleration for director equity is common but investors should monitor scale/frequency of grants under the expanded 2023 Non-Employee Director Plan (proposed share increase to 950,000) to ensure dilution remains controlled .