Richard Stewart
ACHIEVE LIFE SCIENCESAbout Richard Stewart
Richard “Rick” Stewart is Chief Executive Officer and a director of Achieve Life Sciences (ACHV). He was appointed CEO on August 21, 2024, after serving as Executive Chairman since September 2020; he has been a director since the 2017 merger and previously served as CEO from 2017–2020 . His background spans founding and leading multiple biopharma companies (Amarin, SkyePharma, Brabant Pharma, Huxley Pharma, Renown Pharma) with a B.S. in Business Administration from the University of Bath . Under Achieve’s leadership during his tenure, the company submitted its NDA for cytisinicline to the FDA in June 2025, a key value-creation milestone for potential commercialization in smoking cessation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Achieve Life Sciences | Chief Executive Officer; Director | 2024–present; Director since 2017 | Leads NDA submission and regulatory strategy for cytisinicline; maintains board seat |
| Achieve Life Sciences | Executive Chairman | 2020–2024 | Oversaw late-stage clinical progress (ORCA program) and corporate governance |
| Achieve Life Sciences | Chief Executive Officer | 2017–2020 | Led post-merger integration and development path for cytisinicline |
| Achieve (pre-merger) | Chairman & Director | 2015–2017 | Early-stage governance and financing prior to 2017 merger |
External Roles
| Organization | Role | Years | Notes/Transaction |
|---|---|---|---|
| Ricanto Limited | Founder, Director | Since 2009 | Pharmaceutical asset optimization company |
| Renown Pharma Limited | Chairman & CEO | Since 2016 | CNS focus (Parkinson’s disease) |
| Huxley Pharmaceuticals, Inc. | Chairman & CEO | 2009 | Acquired by BioMarin |
| Brabant Pharma Limited | Chief Executive Officer | 2013–2014 | Acquired by Zogenix |
| Amarin Corporation plc | Co-founder & CEO | 2000–2007 | CNS programs |
| SkyePharma plc | Co-founder & CFO; later Chief Business Officer | 1995–1998 | Drug delivery focus |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Notes |
|---|---|---|---|
| 2024 | 615,000 (CEO appointment terms) ; Paid $509,879 in SCT | 50% (per CEO appointment) | Appointed CEO Aug 21, 2024; SCT reflects partial-year cash compensation |
| 2023 | 450,000 | 50% | Salary increased to $450,000 effective July 1, 2023; paid as Executive Chairman |
| 2022 | 400,000 | 50% | Executive Chairman |
Summary Compensation (multi-year):
| Component ($) | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Salary | 400,000 | 400,000 | 450,000 | 509,879 |
| Stock Awards (PSUs) | 130,900 | 371,700 | 367,500 | 637,000 |
| Option Awards | 540,235 | 322,803 | 319,655 | 206,420 |
| Non-Equity Incentive (Bonus) | 260,000 | 175,000 | 213,750 | 382,253 |
| Total | 1,331,135 | 1,269,503 | 1,350,905 | 1,735,552 |
Performance Compensation
Annual bonus outcomes and metrics:
| Year | Base Salary ($) | Target Bonus % | Payout % | Actual Bonus ($) | Performance Metrics (examples) |
|---|---|---|---|---|---|
| 2024 | 615,000 (appt terms) | 50% | N/A (not disclosed) | 382,253 | Leadership transition; NEO bonuses reflect 2024 objectives; SCT amount shown |
| 2023 | 450,000 | 50% | 95% | 213,750 | Positive topline ORCA-3 and ORCA-V1; QT/QTc, PK, renal studies; CMC progress |
| 2022 | 400,000 | 50% | 87.5% | 175,000 | Positive ORCA-2 topline; enrollment completion ORCA-3/V1; financing; R&D progress |
| 2021 | 400,000 | 50% | 130% | 260,000 | ORCA-2 follow-up completion; Phase 3 ORCA-3 initiation; NIH grant; trials/financing |
Equity awards (grants and vesting):
| Grant Date | Instrument | Shares | Strike | Key Vesting Terms |
|---|---|---|---|---|
| Aug 21, 2024 | Performance RSUs | 157,500 | — | Performance-based; grant on CEO appointment (specific triggers not disclosed in 8-K) |
| Aug 21, 2024 | Stock Options | 67,500 | — | Terms per 8-K appointment (strike/vesting schedule not detailed in 8-K) |
| Jan 25, 2023 | Performance RSUs | 75,000 | — | 50% on timely NDA submission; 50% on FDA acceptance within 60 days; 100% on approval or acquisition by set time |
| Jan 25, 2023 | Stock Options | 75,000 | 4.90 | 1/3 on Jan 25, 2024; then monthly over 24 months |
| Jan 3, 2022 | Performance RSUs | 45,000 | — | 50% on positive ORCA-3 or ORCA-V1 data; 50% one year later |
| Jan 3, 2022 | Stock Options | 45,000 | 8.26 | 1/3 on Jan 3, 2023; then monthly over 24 months |
| Jan 26, 2021 | RSUs | 10,000 | — | 50% on positive Phase 3 ORCA-2; 50% one year later |
| Jan 26, 2021 | Stock Options | 50,000 | 13.09 | 25% on Jan 26, 2022; then monthly over 36 months |
Outstanding equity at Dec 31, 2024 (select Stewart positions):
- Unexercised options include: 2,600 @ $67.40 (exp 7/26/28), 5,050 @ $51.20 (exp 9/20/28), 3,750 @ $28.40 (exp 1/29/29), 1,250 @ $28.40 (exp 1/29/29), 22,500 @ $11.20 (exp 1/28/30), 15,000 @ $10.36 (exp 11/16/30), 48,958 exercisable / 1,042 unexercisable @ $13.09 (exp 1/26/31), 43,750 / 1,250 @ $8.26 (exp 1/03/32), 47,917 / 27,083 @ $4.90 (exp 1/25/33), and 60,000 unexercisable @ $4.55 (exp 1/22/34) .
- Unvested PSUs: 75,000 (FV $264,000) and 140,000 (FV $492,800) as of year-end 2024 .
Equity Ownership & Alignment
| Metric | 2023 | 2024 | 2025 | |---|---|---:|---:|---:| | Beneficial Ownership (shares) | 108,940 | 223,642 | 302,267 | | % of Outstanding | <1% | <1% | <1% |
Additional alignment/policies:
- Hedging and pledging: Employees and directors are prohibited or require pre-clearance before engaging in hedging/derivatives, short sales, and using or pledging company securities as collateral, reducing alignment risks from hedging/pledging .
- Director pay: Employees serving as directors (including Stewart) receive no director compensation, avoiding dual-compensation conflicts .
- Clawback: Compensation Recovery Policy adopted Aug 2023 in line with SEC/Nasdaq rules enables recoupment of incentive-based compensation upon an accounting restatement .
Employment Terms
- CEO appointment (Aug 21, 2024): Base salary $615,000; annual discretionary bonus up to 50% of base; grant of 157,500 performance RSUs and options for 67,500 shares; expense reimbursement per policy .
- Change-in-control (legacy Stewart Agreement): Upon a qualifying termination within 12 months post-CoC, cash severance equal to 24 months average monthly salary plus 100% of target annual bonus; continued health insurance premium payments for a discretionary period; full acceleration of all compensatory equity (including performance-based awards), subject to release of claims .
- Timing of equity grants: Company policy avoids timing awards around MNPI; generally grants in January or at next board meeting for new hires .
Board Governance
- Current roles: Director and CEO; not serving as Chair. Thomas B. King is Executive Chairman; Stewart stepped down as Executive Chairman upon CEO appointment (Aug 21, 2024) .
- Committees: Compensation Committee (independent directors) chaired by Thomas Sellig post-appointment; Nominating Committee chaired by Bridget Martell; Audit Committee chaired by Stuart Duty; Chemistry, Manufacturing and Controls Committee includes Stewart as a member (Himes, Chair; Stewart; Sellig) .
- Attendance: The board held 11 meetings in fiscal 2024; each director attended at least 75% of board and committee meetings .
- Director compensation policy (context): 2024 non-employee director retainers—$60k Lead Independent Director, $40k others; additional committee retainers; annual director option grant 31,500 shares; employees (Stewart) receive none .
Performance & Track Record
- 2025 NDA submission: Achieve submitted the NDA for cytisinicline in June 2025, citing positive results from two Phase 3 trials (ORCA-2, ORCA-3) and supportive safety data—an important de-risking step toward potential FDA approval; Stewart highlighted significance in press statement .
- Bonus metrics tied to development milestones: 2021–2023 bonuses were explicitly tied to advancing Phase 3 programs, NDA-supportive studies, and capital objectives, with payouts ranging from 87.5% to 130% of target, indicating a development-driven pay-for-performance design .
Compensation Structure Analysis
- Mix and emphasis: Equity-heavy incentive design with PSUs linked to major regulatory milestones (NDA submission/acceptance; approval or acquisition), aligning with shareholder value inflection points in a development-stage company .
- Recent CEO package: Upon appointment, Stewart received performance RSUs and options in addition to a higher base and 50% target bonus, balancing retention with performance linkage .
- Equity plan flexibility (risk): The equity plan permits option repricing, exchanges and buyouts without prior shareholder approval, a governance risk factor to monitor .
- Benchmarking: The Compensation Committee uses Aon market data; cash base targeted to 50th percentile; long-term equity targeted 50th–75th percentile for clinical-stage peers .
Related-Party Transactions
- The 2025 proxy reports no related-party transactions >$120,000 involving directors/executives since January 1, 2024, other than disclosed offerings to major holders; review and approval sit with the Audit Committee pursuant to the related-party policy .
Equity Overhang, Vesting, and Potential Selling Pressure
- Near-term option vesting: 2023 option grant (75,000 @ $4.90) continues monthly vest through early 2026; 2024 CEO grant (60,000 @ $4.55) is unexercisable as of Dec 31, 2024, implying future vesting cadence and potential incremental supply as tranches vest .
- Performance RSUs: 2023 PSUs vest on NDA submission and acceptance milestones (or 100% at approval/acquisition by set dates); additional 2024 performance RSUs were granted; outcomes hinge on regulatory timing and results .
- Hedging/pledging prohibitions mitigate forced selling risk from margin pledges; nonetheless, milestone-triggered PSU releases could create event-driven supply .
Director Compensation (for Stewart as Director)
- Stewart receives no director compensation as an employee director; non-employee director retainers and equity are summarized in the 2025 proxy for context .
Say-on-Pay & Shareholder Feedback
- The company conducts advisory votes on executive compensation per proxy proposals; specific historical approval percentages were not disclosed in the cited sections .
Compensation Committee and Governance
- Compensation Committee comprises independent directors and utilizes an outside consultant (Aon); policy includes a clawback compliant with SEC/Nasdaq standards adopted in Aug 2023 .
Equity Ownership and Beneficial Holdings Detail (as-of dates)
- Stewart’s beneficial holdings increased from 108,940 (Apr 13, 2023) to 223,642 (Apr 10, 2024) to 302,267 (Apr 15, 2025), remaining under 1% of shares outstanding in each year .
Employment Contracts, Severance, and Change-of-Control Economics
- Legacy Stewart Agreement CoC provision: 24 months of average monthly salary plus 100% target annual bonus, continued health premiums for a discretionary period, and full accelerated vesting of equity upon qualifying CoC termination (subject to release) .
- 2024 CEO appointment filing disclosed compensation terms and grants but did not detail revised severance provisions; investors should confirm whether legacy terms were superseded in subsequent agreements .
Board Service History and Committee Roles
- Stewart has served on the ACHV board since 2017; he is currently CEO and a director, and a member of the Chemistry, Manufacturing and Controls Committee; the board met 11 times in 2024 with ≥75% attendance by each director .
- Dual-role implications: CEO and Director, but not Chair; Executive Chairman role is occupied by another executive (King), with core oversight committees chaired by independent directors, mitigating CEO/Chair concentration risks .
Investment Implications
- Alignment: Substantial PSU design tied to NDA submission/acceptance and potential approval aligns Stewart’s pay with value-creating regulatory milestones; clawback and anti-hedging/pledging policies further align incentives .
- Retention and pressure: CEO grant (Aug 2024) and ongoing option/PSU vesting schedules support retention through the regulatory review window, but milestone-driven PSU releases and monthly option vesting could create episodic selling pressure once conditions are met .
- Governance watch items: The ability to reprice options without prior shareholder approval is a potential red flag; continue monitoring committee independence and say-on-pay outcomes as the company transitions from development to potential commercialization .
- Execution risk: While the NDA submission is a key de-risking step, compensation outcomes and PSU vesting hinge on regulatory timelines and decisions; investors should track FDA review milestones and any updates via 8-Ks and proxy filings .