Thomas King
ACHIEVE LIFE SCIENCESAbout Thomas B. King
Thomas B. King (age 70) has served on ACHV’s Board since March 2023, was Lead Independent Director from June 2023 to August 2024, then Interim Executive Chairman until the June 4, 2025 annual meeting, after which he assumed the role of independent Chairman of the Board . He holds a B.A. in chemistry (McPherson College) and an M.B.A. (University of Kansas) with over 30 years of executive leadership in life sciences, including CEO roles at Alexza Pharmaceuticals and Anesta Corporation, and director roles at public and private biopharma companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alexza Pharmaceuticals (public) | President, CEO; also CFO & Chief Accounting Officer (2015–2016) | 2003–2016 | Led public-company operations; finance leadership during later period |
| Cognetix (private) | President, CEO, Director | 2002–2003 | Development-stage biopharma leadership |
| Anesta Corporation (public) | President, COO; then President, CEO | 1994–2000 | Senior operating leadership pre-acquisition by Cephalon |
| Satsuma Pharmaceuticals (public) | Director | 2017–2023 | Board service until acquisition by SNBL |
| VIVUS (public) | Director; interim CEO and President | 2017–2020 (interim CEO Dec 2017–Apr 2018; interim President Apr–May 2018) | Turnaround/interim leadership experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Kinaset Therapeutics (private) | Director | Current | Privately held biotech |
| Concentric Analgesics (private) | Director | Current | Privately held biotech |
| TFF Pharmaceuticals (public) | Director | Since Dec 2023 | Public biopharma board seat |
| Villaris Therapeutics (private) | Former Director | 2019–2022 | Board experience in dermatology/biologics (context from peer bios) |
| Additional private roles | Independent biotechnology consultant/advisor | Since Aug 2016 | Advisory roles across biotech |
Board Governance
- Independence and leadership: King will “once again become ‘independent’” under SEC/Nasdaq rules following cessation as Interim Executive Chairman effective upon the June 4, 2025 annual meeting; thereafter he is independent Chairman of the Board .
- Committee history: Prior to becoming Executive Chairman (Aug 2024), he chaired the Compensation Committee and served on the Audit and Nominating & Governance Committees; he resigned those committee roles when appointed Executive Chairman .
- Current committee composition (2025 proxy): Audit—Duty (Chair), Phelan, Sellig; Compensation—Sellig (Chair), Martell, Phelan, Slaoui; Nominating & Governance—Martell (Chair), Duty, Slaoui .
- Attendance and engagement: The Board met 11 times in FY2024; all directors met at least the 75% attendance expectation; all directors attended the 2024 annual meeting .
- Risk oversight: As Chair, King leads independent oversight while management presents quarterly risk assessments; Audit oversees financial/cyber risk; Nominating oversees governance; Compensation oversees pay-related risk .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer—Lead Independent Director | $60,000 | Paid in quarterly installments; King’s LID retainer ended August 2024 when he became employee; retainers unchanged since 2017 |
| Annual cash retainer—Other non-employee directors | $40,000 | Paid quarterly, pro-rated for service |
| Committee chair/member fees | Audit Chair $15,000; Audit member $7,500; Compensation Chair $10,000; Compensation member $5,000; Nominating Chair $7,500; Nominating member $3,500 | Paid on same schedule as retainers |
| King—2024 director fees paid | $50,126 | Director fees until becoming employee in Aug 2024 |
| King—2024 director option award fair value | $104,378 | Grant-date fair value under ASC 718 |
Performance Compensation
| Award Type | Grant/Action Date | Quantity | Vesting/Performance | Status |
|---|---|---|---|---|
| Annual director stock options | Jan 22, 2024 | 31,500 | 100% vest on earlier of 18 months from grant or immediately prior to 2025 annual meeting, subject to continued service | Outstanding as of year-end 2024 |
| Initial director stock options (policy) | Upon board appointment (policy) | 47,250 | Vest monthly over 3 years, subject to service | Policy only; King’s initial award occurred in 2023 under prior program (24,000 options vesting monthly) |
| Executive Chairman stock options | Aug 26, 2024 (appointment) | 195,000 | 25% at 1-year from appointment; remainder monthly over 36 months, service-based | Granted; Form 4 confirms award on Jan 13, 2025 |
| Executive Chairman PRSUs | Aug 26, 2024 (appointment) | 455,000 | Vest based on achievement of Board-set milestones; lapse if no milestones met by deadlines | Granted; PRSUs reported on Form 4 Jan 13, 2025; settled into common on Sept 4, 2025 upon performance achievement; tax withholding sale executed |
Performance metrics for executive PRSUs were milestone-based (e.g., NDA acceptance and approval objectives for cytisinicline are used for NEO PSUs; King’s PRSUs referenced Board-established milestones; specific thresholds not disclosed in proxy; settlement indicates criteria were achieved) .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict |
|---|---|---|---|
| TFF Pharmaceuticals | Public | Director | No disclosed ACHV transactions; low direct conflict |
| Satsuma Pharmaceuticals | Public (acquired 2023) | Director | Former role; no current linkage |
| VIVUS | Public | Director; interim CEO/President | Former role; no ACHV transactions disclosed |
| Kinaset Therapeutics | Private | Director | No ACHV transactions disclosed |
| Concentric Analgesics | Private | Director | No ACHV transactions disclosed |
Expertise & Qualifications
- Finance and operating leadership across public biopharma, including CEO, CFO roles; deep capital markets and commercialization experience .
- Academic credentials in chemistry and business administration (B.A.; M.B.A.) .
- Board leadership experience, including transitioning ACHV CEO and leading independent Board oversight through strategic changes .
Equity Ownership
| Metric | As of Date | Amount | Notes |
|---|---|---|---|
| Beneficial ownership—Thomas B. King | Apr 15, 2025 | 78,750 | Represents options exercisable within 60 days; less than 1% of class |
| Options outstanding (total) | Dec 31, 2024 | 78,750 | Of which 27,563 vested; balance unvested |
| Hedging/pledging | Policy | Prohibited for directors (hedging/shorts/pledging/margin) | Alignment-positive |
| PRSUs settlement & resulting common stock | Sept 4, 2025 | 455,000 PRSUs settled; 139,858 shares sold to cover taxes; 315,142 shares beneficially owned after net settlement | Per Form 4 filing |
Insider Trades
| Date | Form | Transaction | Quantity/Price | Notes |
|---|---|---|---|---|
| Jan 13, 2025 | Form 4 | Grant of PRSUs | 455,000 (no strike) | Contingent on milestone achievement; lapses if none achieved |
| Jan 13, 2025 | Form 4 | Grant of stock options | 195,000 @ $3.32 | Vest 25% at 1-year, then monthly over 36 months |
| Sept 4, 2025 | Form 4 | PRSUs settled into common; withholding sale | 455,000 settled; 139,858 sold at ~$2.68–$2.88 (WA $2.77) | Beneficial ownership 315,142 shares after settlement |
Governance Assessment
- Independence signal: King returned to independent status at the June 2025 meeting, separating Board leadership from management—positive for board effectiveness .
- Committee stewardship: Prior chair of Compensation; committee now fully independent and uses Aon for benchmarking; no consultant conflicts disclosed—supports pay governance rigor .
- Attendance/engagement: Met Board’s ≥75% attendance expectation; Board held 11 meetings in FY2024—adequate engagement .
- Related-party/transactions: No related-party transactions over $120k involving King; Audit Committee oversees such approvals—low conflict exposure .
- Director equity plan vote: Stockholders voted against expanding the Non-Employee Director Equity Incentive Plan (6.74M For; 7.98M Against; 0.38M Abstain)—a cautionary signal on director equity dilution and board pay optics .
- Change-of-control treatment for directors: Non-employee director awards accelerate on CoC—market standard but can raise optics about alignment; recoupment policy applies to awards .
- RED FLAGS: Shareholder rejection of increased director equity pool (potential pay sensitivity); prior executive role that paused independence until June 2025 (mitigated by formal reversion to independent Chair) .
Overall, King brings seasoned biopharma leadership and prior committee stewardship. Post-2025 reversion to independence and robust policies (hedging/pledging prohibitions; recoupment) support investor confidence, while the failed director equity plan amendment underscores the need for continued restraint and alignment in director pay structures .
Appendix – Director Compensation Policy (2024)
| Policy Element | Detail |
|---|---|
| Annual cash retainer | $60,000 Lead Independent Director; $40,000 other directors; paid quarterly, pro-rated |
| Committee fees | Audit: Chair $15k/member $7.5k; Compensation: Chair $10k/member $5k; Nominating: Chair $7.5k/member $3.5k |
| Equity—annual | 31,500 stock options; vest 100% by earlier of 18 months or immediately prior to next annual meeting |
| Equity—initial (new directors) | 47,250 stock options; vest monthly over 3 years |
| Timing/strike | Options granted at or above fair market value (closing price at grant); awards generally made in January |
References
- ACHV DEF 14A (Apr 28, 2025): Board composition, biographies, independence, committee memberships, attendance, director compensation policy and amounts, ownership, governance policies, and plan terms .
- ACHV 8-K (Aug 26, 2024): Executive transition, King Employment Agreement (salary, bonus, options, PRSUs), committee resignations and reconstitution .
- ACHV 8-K Item 5.07 (Jun 6, 2025): Annual meeting vote results—directors, auditor ratification, and failure of director equity plan amendment .
- ACHV 8-K Item 5.07 (Jun 6, 2024): Prior-year director election and auditor ratification .
- ACHV 8-K (Mar 30, 2023): Appointment of Duty, King, Sellig; initial/annual option awards under prior program .
- Insider filings (Form 4): Jan 13, 2025 grants; Sept 4, 2025 PRSU settlement and withholding sale .