ACHN 2018 Proxy Statement

In February 2018, the Compensation Committee used publicly available compensation data from this peer group, in addition to a wider data set from the Radford Global Life Sciences Survey, which reflects a custom set of companies similarly scoped as the peer group, to inform its decisions in awarding 2018 base salary and stock option awards for 2017 performance. Say-on-Pay Beginning in 2011, we gave our stockholders an opportunity to provide feedback on our executive compensation program and related proxy disclosure through an advisory vote at our annual stockholders meeting. Stockholders were asked to approve, on an advisory basis, the compensation paid to our named executive officers. A significant percentage of stockholders have indicated approval of the compensation of the named executive officers, with approximately 99% of the shares present or represented and voting on such matter cast in favor of the proposal at our 2017 annual stockholders meeting. The Committee took the results of the advisory vote into consideration in connection with its setting of executive compensation policies and decisions for 2017. At our 2017 Annual Meeting of Stockholders, our stockholders recommended in a non-binding advisory vote of approximately 91% of the shares of our common stock present or represented and entitled to vote, that we continue to hold an advisory vote on the compensation of our named executive officers each year. Based on these results, the Board of Directors intends to hold future advisory votes on the compensation of the Company’s named executive officers every year. Executive Compensation Components The components of our compensation package are as follows: • Base salary; • Annual performance-based cash bonus awards; • Annual equity awards; • Other benefits, such as 401K, health, dental, disability and life insurance; and • Severance and change in control agreements. Base Salary Base salaries for our named executive officers are established based on the scope of their responsibilities and their prior relevant background, training and experience, taking into account competitive market compensation paid by the companies represented in the compensation data we review for similar positions and the overall market demand for such executives at the time of hire. In setting base salaries, our Compensation Committee generally targets the Radford market 50 th percentile of the salaries for executives in similar positions and with similar responsibilities within our peer group and in the companies of similar size to us represented in the compensation data we review. A named executive officer’s base salary is also evaluated together with other components of the executive’s compensation to ensure that the executive’s total direct compensation is in line with the market and with our overall compensation philosophy. Base salaries for our named executive officers are reviewed annually by our Compensation Committee as part of our performance review process and are adjusted from time to time to ensure that our executive compensation structure remains aligned with our compensation objectives. In addition, as part of the annual competitive pay assessment, the Compensation Committee reviews the competitive pay positioning of the Chief Executive Officer and other named executive officers, industry benchmarks for merit increases from Radford and external survey data, and overall performance to determine the base salary of each executive. We adjust base salaries as warranted throughout the year for promotions or other changes in the scope or breadth of a named executive officer’s role or responsibilities. 37