Stuart Duty
ACHIEVE LIFE SCIENCESAbout Stuart Duty
Independent director at Achieve Life Sciences since 2023; age 60 as of April 15, 2025. Former Senior Managing Director at Guggenheim Securities (2012–Mar 2023), with prior leadership roles in healthcare investment banking and fund operations; B.A. in Biochemistry (Occidental College) and M.B.A. (Harvard Business School). The Board has designated him Chair of the Audit Committee and determined he qualifies as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Guggenheim Securities, LLC | Senior Managing Director | Jun 2012 – Mar 2023 | Senior leader advising biotech/specialty pharma clients |
| Piper Jaffray Companies | Managing Director, Co-Head, Healthcare Investment Banking | 2007 – 2012 | Co-led healthcare banking franchise |
| Oracle Partners, L.P. | Chief Operating Officer | 2002 – 2007 | COO of healthcare-focused investment fund |
| Piper Jaffray, Inc. | Managing Director, Co-Head, Healthcare Investment Banking | 1992 – 2002 | Healthcare banking leadership |
| Montgomery Securities | Managing Director, Healthcare Investment Banking | 1993 – 1999 | Healthcare coverage |
| Curative Technologies, Inc. | Director, Business Development | 1992 – 1993 | BD for biotherapeutics company |
External Roles
| Company | Role | Start | Notes |
|---|---|---|---|
| EyePoint Pharmaceuticals, Inc. (public) | Director | Oct 2023 | Public biopharma board seat |
| Milestone Pharmaceuticals, Inc. (public) | Director | Jul 2024 | Public biopharma board seat |
Board Governance
- Current ACHV roles: Chair, Audit Committee; Member, Nominating & Governance Committee (2025 slate) .
- Audit Committee independence and expertise: Board determined all members meet SEC/Nasdaq independence; Duty designated “audit committee financial expert” .
- 2024 Board activity and attendance: 11 Board meetings; each director attended ≥75% of Board/committee meetings; all directors attended the 2024 annual meeting .
- Committee refresh (Aug 26, 2024): Duty (Chair) with Martell and Sellig on Audit; Duty also on Nominating & Governance with Martell (Chair) and Himes .
- Shareholder feedback signal: Proposal to increase the non-employee director equity plan share reserve failed (For 6,736,105; Against 7,982,633; Abstain 378,319; broker non-votes 11,422,484) on Jun 4, 2025, indicating investor sensitivity to director equity compensation .
Committee Assignments (recent)
| Period | Audit | Compensation | Nominating & Governance | Notes |
|---|---|---|---|---|
| 2025 slate | Duty (Chair); Phelan; Sellig | Sellig (Chair); Phelan; Slaoui | Martell (Chair); Duty; Slaoui | As presented in 2025 proxy |
| Post-refresh (Aug 26, 2024) | Duty (Chair); Martell; Sellig | Sellig (Chair); Martell; Himes | Martell (Chair); Duty; Himes | Formalized via 8-K |
Fixed Compensation (Director Fees)
| Year | Cash Retainer ($) | Committee Fees ($) | Total Cash ($) |
|---|---|---|---|
| 2024 (actual) | 40,000 | 18,500 (Audit Chair $15,000; N&G member $3,500) | 58,500 (matches reported) |
| Policy detail (2024) | Base: $40,000; Lead Independent Director: $60,000; Committee Chairs/Members: Audit $15,000/$7,500; Compensation $10,000/$5,000; N&G $7,500/$3,500. Retainers unchanged since 2017 |
- 2024 reported cash for Duty: $58,500 .
Performance Compensation (Equity)
| Grant/Status | Instrument | Amount | Grant Date FV ($) | Vesting | Notes |
|---|---|---|---|---|---|
| 2024 annual grant | Stock options | 31,500 options | 104,378 (reported as 2024 equity value) | 100% on earlier of 18 months from grant or immediately prior to 2025 AGM; options granted Jan 22, 2024; vest 100% on Jun 3, 2025 | Time-based vesting (no performance metrics) |
| 2023 initial grant | Stock options | 24,000 options | N/A | Monthly over 36 months from Mar 29, 2023 | Per 8-K at appointment |
| 2023 annual grant | Stock options | 23,250 options | Included in 2023 total equity value ($229,820) | Monthly over 36 months | Time-based |
- 2023 reported totals for Duty: Cash $40,778; Option awards $229,820; Total $270,598 .
- Options outstanding (as of 12/31/2024): 78,750 total; 27,563 vested .
- No performance metrics disclosed for director equity; grants are time-based options under the 2023 Non-Employee Director Equity Incentive Plan .
Other Directorships & Interlocks
| Company | Type | Potential Interlock/Conflict |
|---|---|---|
| EyePoint Pharmaceuticals (public) | External director | No disclosed related-party transactions with ACHV |
| Milestone Pharmaceuticals (public) | External director | No disclosed related-party transactions with ACHV |
- 2023 appointments to ACHV Board were pursuant to a Cooperation Agreement with Dialectic Capital; Company disclosed no Item 404(a) related-party transactions for Duty at appointment .
Expertise & Qualifications
- Finance/investment banking background with >30 years advising biotech/specialty pharma; designated Audit Committee Financial Expert by ACHV’s Board .
- Education: B.A. Biochemistry (Occidental), M.B.A. (Harvard) .
Equity Ownership
| As of | Direct/Common Shares | Options (exercisable within 60 days) | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Apr 15, 2025 | — (not listed) | 78,750 | 78,750 | <1% |
| Dec 31, 2024 (status) | N/A | 78,750 options outstanding; 27,563 vested | N/A | N/A |
- Shares outstanding basis for %: 34,685,072 as of Apr 15, 2025 .
- Insider policy prohibits hedging/pledging; options and derivatives require pre-clearance; short sales and pledging prohibited .
Director Compensation (Detail for 2024)
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 58,500 |
| Option Awards (Grant Date FV) | 104,378 |
| Total | 162,878 |
Say-on-Pay & Shareholder Feedback
- 2025 AGM voting: Director nominees elected (Duty received 14,686,624 For; 410,433 Withhold; broker non-votes 11,422,484) .
- Equity plan amendment to increase non-employee director equity pool was not approved (For 6,736,105; Against 7,982,633; Abstain 378,319; broker non-votes 11,422,484) .
Policies and Controls
- Compensation Recovery (Clawback) Policy adopted Aug 2023, consistent with SEC/Nasdaq rules .
- Grant timing policy: awards generally granted in January; not timed around MNPI .
Governance Assessment
-
Strengths:
- Experienced financial operator; designated Audit Committee Financial Expert and serving as Audit Chair—supports financial reporting oversight .
- Strong attendance and engagement norms (≥75% attendance; full attendance at 2024 annual meeting) .
- Clear prohibitions on hedging/pledging; clawback policy in place .
- Director compensation benchmarking via Aon in 2024; longstanding, modest cash retainers; transparent committee fee structure .
-
Watch items / potential red flags:
- Low “skin-in-the-game” signal: beneficial ownership reflects options exercisable within 60 days but no listed direct common share ownership; <1% of class .
- Equity is time-based (no performance metrics); shareholders voted against expanding the director equity plan in 2025, signaling sensitivity to director equity levels and structure .
- Board entry tied to a shareholder Cooperation Agreement (activist involvement), though Company disclosed no related-party transactions under Item 404(a) .
Overall: Duty brings deep capital markets expertise and robust audit oversight credentials. Investor alignment could be strengthened by higher direct share ownership or performance-contingent equity for directors; shareholders’ 2025 vote against increasing the director equity pool underscores the need for careful calibration of director equity compensation .