Nancy Phelan
ACHIEVE LIFE SCIENCESAbout Nancy R. Phelan
Nancy R. Phelan (age 56) joined Achieve Life Sciences’ board in January 2025 as an independent director; she serves on the Audit Committee and the Compensation Committee. Her background spans senior leadership in life sciences commercialization and digital-first marketing: SVP & Head of Customer Engagement at Trinity Life Sciences; prior roles include SVP at Indegene (2022–2024), multiple VP roles at Novartis (2002–2022), and CEO/director at Adhera Therapeutics (2018–2020). She holds a B.A. with Honors from Franklin & Marshall College, completed coursework toward an MBA at Villanova University, and earned certificates from Wharton Executive Education and Harvard School of Public Health .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Trinity Life Sciences | SVP & Head of Customer Engagement | Not disclosed | Commercial strategy, customer engagement |
| Indegene | Senior Vice President | May 2022–May 2024 | Technology-led healthcare solutions |
| Novartis AG | VP, Business Transformation, Patient Engagement & Integrated Marketing | Apr 2021–May 2022 | Digital-first marketing and patient engagement leadership |
| Novartis AG | VP, Patient & Specialty Services, Neuroscience | Jun 2002–Apr 2021 | Commercial operations across neuroscience |
| Adhera Therapeutics, Inc. | CEO & Secretary; Director | CEO Apr 2019–Jun 2020; Director Oct 2018–Jun 2020 | Leadership of clinical-stage biopharma |
External Roles
| Organization | Role | Tenure | Public Company/Listing | Committees |
|---|---|---|---|---|
| Medexus Pharmaceuticals | Director | Since Sep 2023 | Not disclosed in proxy | Not disclosed |
| FemmePharma Consumer Healthcare | Director | Since 2018 | Not disclosed in proxy | Not disclosed |
Board Governance
- Independence: The Board determined Ms. Phelan is independent under SEC and Nasdaq rules .
- Committee assignments: Audit Committee member (Audit Committee Report lists her as signatory) and Compensation Committee member; not a chair .
- Board/committee activity: The Board held 11 meetings in FY 2024; each director then serving met at least 75% attendance; all directors then in office attended the 2024 annual meeting (Ms. Phelan joined in 2025) .
- Audit Committee responsibilities include oversight of auditor independence, audit scope, financial reporting policy, and cybersecurity risk oversight .
- Compensation Committee met seven times in FY 2024; the committee retained Aon for benchmarking and identified no consultant conflicts .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual director cash retainer (FY 2025) | $40,000 | Per Non-Employee Director Compensation Program; applies to incoming directors |
| Committee cash fees – Audit (Chair/Member) | $15,000 / $7,500 | Policy amounts (2024); paid quarterly; same as prior year |
| Committee cash fees – Compensation (Chair/Member) | $10,000 / $5,000 | Policy amounts (2024) |
| Committee cash fees – Nominating & Governance (Chair/Member) | $7,500 / $3,500 | Policy amounts (2024) |
| Equity compensation format | Stock options | Options used as annual director equity; timing controls to avoid MNPI |
No meeting fees are disclosed; director compensation for employees is not paid (CEO and certain executives receive no director fees) .
Performance Compensation
| Award | Shares | Grant Date | Exercise Price | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Initial director option grant | 47,250 | Jan 13, 2025 | Closing sale price on grant date | Monthly over 3 years; continued service required | None disclosed for director awards (time-based vesting) |
| Annual director option grant | 31,500 | Annual meeting date (e.g., Jun 2025) | Fair market value at grant | 100% vests on earlier of 1st anniversary or immediately prior to next annual meeting; continued service required | None disclosed (time-based vesting) |
- Plan constraints: Non-employee director awards plus cash cannot exceed $500,000 in any year (initial year cap $1,000,000) . Share types possible include options, RSUs, restricted stock, stock bonus, performance awards; awards subject to clawback/recoupment policy .
- Grant timing: Company policy avoids timing equity awards around stock price movements and MNPI; generally grants in January .
Other Directorships & Interlocks
- Current boards: Medexus Pharmaceuticals (since Sep 2023) and FemmePharma Consumer Healthcare (since 2018) .
- Interlocks/conflicts: The Company disclosed no Item 404(a) related-party interests or arrangements for incoming directors, and no related-party transactions >$120,000 involving directors from Jan 1, 2024 to present, other than disclosed offerings to a 5% stockholder in 2023 (not involving Ms. Phelan) .
Expertise & Qualifications
- Areas of expertise: Biopharma commercialization, data-driven insights, digital innovation, digital-first marketing; cited by the Board as reasons for selection .
- Education: B.A. with Honors (Franklin & Marshall); MBA coursework (Villanova); executive certificates (Wharton, Harvard School of Public Health) .
Equity Ownership
| Holder | Beneficial Ownership | Type | Percent of Class |
|---|---|---|---|
| Nancy R. Phelan | 6,563 | Options exercisable within 60 days of Apr 15, 2025 | <1% (“*”) |
- Shares outstanding as of Apr 15, 2025: 34,685,072 .
- Hedging/pledging: Insider Trading Policy prohibits hedging and pledging of Company securities by directors; pre-clearance required for certain transactions .
Governance Assessment
- Alignment: Director equity is primarily options with time-based vesting, which links value to stock performance and avoids guaranteed payouts; annual grant structure and grant timing policies reduce MNPI timing risk .
- Independence & conflicts: Ms. Phelan is affirmatively independent; Company reports no related-party transactions involving her and disclosed none for incoming directors under Item 404(a) .
- Engagement: Committee assignments (Audit and Compensation) place her in financially material oversight roles; Audit Committee report includes her signature, indicating participation in FY 2024 audit oversight (report for FY 2024, signed by current committee members) .
- Pay structure oversight: Compensation Committee retained Aon; no consultant conflicts identified; director cash/equity program benchmarked and capped, mitigating pay inflation risk .
- Equity plan amendment: Proposal to increase Non-Employee Director Equity Incentive Plan shares by 650,000 (to 950,000 total) supports director recruitment/retention; potential dilution is bounded by annual award/cash caps and share recycling provisions; awards subject to clawback/recoupment .
RED FLAGS
- None disclosed regarding related-party transactions, hedging/pledging, or attendance shortfalls. Equity plan expansion increases potential dilution but is accompanied by director award value caps and clawback/recoupment terms .
Note: Director stock ownership guidelines and say-on-pay outcomes are not disclosed in the 2025 proxy; no insider trading transactions for Ms. Phelan were disclosed in provided filings.