Mark Oki
ACHIEVE LIFE SCIENCESAbout Mark Oki
Mark K. Oki is Chief Financial Officer (principal financial officer) of Achieve Life Sciences, appointed effective December 5, 2024; he holds a B.S. in Business Administration – Accounting from San Jose State University and is a CPA (inactive) . He is 56 years old as of April 15, 2025 . Achieve disclosed that it is not a commercial-stage company and “did not have any revenue during the periods presented”; company TSR (value of initial fixed $100 investment) was $43.46 in 2024, $50.86 in 2023, and $30.25 in 2022 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Aytu BioPharma, Inc. | Chief Financial Officer | Jan 2022 – Nov 2024 | Public-company CFO experience in commercial therapeutics; led finance during portfolio execution . |
| Vivus LLC (formerly Vivus Inc.) | Chief Financial Officer | 2015 – Jan 2022 | Commercial-stage pharma CFO; capital markets and operations experience . |
| Alexza Pharmaceuticals, Inc. | SVP Finance, CFO & Secretary; prior finance roles | 2006 – 2015 | Public specialty pharma finance leadership across development and commercialization . |
| Pharmacyclics, Inc. | Finance roles of increasing responsibility | Pre‑2006 | Biopharma finance roles in growth-stage environment . |
| Incyte Genomics, Inc. (now Incyte Corporation) | Finance roles of increasing responsibility | Pre‑2006 | Life sciences finance experience . |
| Deloitte & Touche LLP | Public accounting | Career start | Audit/accounting foundation; CPA (inactive) . |
External Roles
No public-company directorships or board committee roles disclosed for Mr. Oki .
Fixed Compensation
| Component | Terms | Source |
|---|---|---|
| Base Salary | $450,000 initial annual base salary (effective upon appointment) | |
| Target Bonus % | Up to 40% of then-current base salary | |
| Actual Bonus Paid (2024) | Not eligible for 2024 bonus (employment commenced Dec 2024) | |
| 2024 Salary Earned | $30,864 (partial-year from Dec 5, 2024 start) |
Performance Compensation
New-hire equity awards (Dec 2024)
| Instrument | Grant/Strike | Quantity | Vesting / Performance Condition | Expiration (if applicable) | Source |
|---|---|---|---|---|---|
| Stock Options | $4.52 strike (grant date close) | 72,000 | 1/3 vests on Dec 5, 2025; remaining vests monthly over 24 months thereafter (time-based) | 12/06/2034 | |
| Performance-based RSUs (PSUs) | N/A | 168,000 | 100% vests upon FDA Day-74 NDA acceptance for cytisinicline; or 100% upon FDA marketing approval; or 100% upon acquisition within specified time | N/A |
Annual bonus framework (company-wide reference)
| Metric Framework | 2024 Outcome (context) | Oki Eligibility |
|---|---|---|
| Corporate goals (clinical, CMC, financing, regulatory milestones) drove a 150% corporate bonus achievement for executives for 2024 | 150% of target for eligible executives based on advancing cytisinicline NDA path, ORCA-OL, BTD for e‑cigarette cessation, CMC progress, and capital raising | Not eligible (joined Dec 2024) |
Notes:
- Equity timing: inducement grants were effective Dec 6, 2024; options vesting schedule also disclosed in press release (one-third at first anniversary, then monthly) .
Equity Ownership & Alignment
| Item | Detail | Source |
|---|---|---|
| Total beneficial ownership | 10,000 shares; less than 1% of outstanding | |
| Shares outstanding (reference date) | 34,685,072 shares (as of Apr 15, 2025) | |
| Options (exercisable/unexercisable) | 72,000 unexercisable as of 12/31/2024; first tranche vests Dec 5, 2025 | |
| PSUs (unvested) | 168,000 tied to NDA acceptance/approval/acquisition milestones | |
| Hedging/Pledging | Company policy prohibits hedging and pledging of company securities by employees and directors | |
| Clawback | Compensation Recovery Policy adopted Aug 2023 (applies to officers; incentive comp recoverable upon accounting restatement) | |
| Related-party transactions | None for Mr. Oki; no material interest in Item 404(a) transactions |
Vesting cadence and potential sell pressure:
- Options: 24,000 options vest on Dec 5, 2025 (first 1/3), with additional monthly vesting thereafter; PSUs cliff-vest upon regulatory milestones (binary outcomes) .
Employment Terms
| Term | Base Case (Involuntary Termination without cause / good reason / disability) | Change-in-Control Termination (Double-Trigger: 3 months before to 12 months after CoC, or requested by counterparty) | Other |
|---|---|---|---|
| Cash severance | 12 months of then-current base salary (lump sum) | 24 months of then-current base salary + 24 months of average monthly bonus (based on prior 24 months) | 30 days’ notice by company or cash in lieu of notice |
| Healthcare (COBRA) | Lump-sum payment equal to 12 months of COBRA premiums | Up to 24 months of COBRA premiums | |
| Equity acceleration | Time-based vesting acceleration equal to 12 months of additional vesting on all outstanding compensatory equity | Full acceleration of all unvested equity, including performance-based awards | |
| Trigger mechanics | Requires Involuntary Termination; not single-trigger | Double-trigger CoC protection | |
| Release condition | Benefits contingent on execution, delivery, and non-revocation of release | Same |
Initial offer terms at appointment:
- Base salary $450,000; annual discretionary bonus up to 40%; option to purchase 72,000 shares with 1/3 vest at first anniversary then monthly; 168,000 PSUs vest on board-set performance objectives; severance: 12 months base (or 24 months base + 24 months average bonus in CoC), healthcare continuation, and equity acceleration as above .
Performance & Track Record
- Background: 25+ years in biotech/pharma finance leadership (Aytu CFO; Vivus CFO; Alexza CFO/SVP Finance) with experience raising capital via licensing, debt, and equity transactions; began career at Deloitte; SJSU Accounting graduate with honors; CPA (inactive) .
- Company operating context: Achieve is not a commercial-stage company and reported no revenue in periods presented; pay-versus-performance disclosure shows TSR value of a $100 investment of $43.46 (2024), $50.86 (2023), $30.25 (2022), and net losses of $(39.827) million (2024), $(29.815) million (2023), $(42.350) million (2022) .
Compensation Structure Analysis
- Mix and design: New-hire package emphasizes performance leverage via sizable PSUs (168,000) tied to NDA acceptance/approval/acquisition and time-based options (72,000), aligning value realization with regulatory catalysts and share price appreciation .
- Double-trigger CoC protections with full acceleration (including PSUs) increase retention through strategic events while protecting against windfalls absent termination; base-case severance includes 12 months pay and 12 months time-based equity acceleration, indicating a balanced retention structure for a late-stage regulatory phase .
- Risk mitigants: Prohibitions on hedging/pledging and an adopted clawback policy reduce misalignment and reputational risk; equity grants follow structured timing practices (no timing around MNPI) .
Equity Award Detail (Oki, at 12/31/2024)
| Metric | Quantity / Terms | Source |
|---|---|---|
| Options outstanding | 72,000 at $4.52 strike; vest 1/3 on 12/05/2025 then monthly over 24 months; expire 12/06/2034 | |
| PSUs outstanding | 168,000; vest 100% upon FDA Day-74 NDA acceptance or FDA approval or acquisition within time window |
Governance & Policies (relevant to incentives)
- Hedging and pledging prohibited; pre-clearance required for certain transactions .
- Compensation Recovery (clawback) Policy adopted Aug 2023 to recoup incentive-based compensation after restatements, administered by the Compensation Committee .
- Equity grant timing policy avoids timing to exploit stock price movements or MNPI; new-hire awards typically granted at next board meeting after start date .
Investment Implications
- Alignment and catalyst sensitivity: Oki’s equity is heavily tied to binary regulatory milestones (PSUs) and multi-year time-vested options, creating strong alignment to NDA acceptance/approval while limiting near-term selling pressure until Dec 2025 when the first option tranche vests; PSU vesting could create concentrated supply upon milestone achievement .
- Retention and change-in-control economics: Double-trigger CoC with full equity acceleration and 24 months base + average bonus enhances deal certainty but increases potential transaction cost; base-case severance is moderate (12 months) with 12 months equity acceleration, balancing retention and shareholder interests .
- Trading-signal watch items: Monitor upcoming vest dates (Dec 5, 2025 option cliff) and any Form 4 activity around regulatory catalysts; company policies restrict hedging/pledging and a clawback is in place, lowering governance risk .
- Track record relevance: Prior CFO roles across commercial and development-stage firms and capital-raising experience are consistent with Achieve’s near-commercialization funding and launch needs as cytisinicline advances through NDA and potential approval .