ACHN 2018 Proxy Statement

2017 Base Salary In January 2017, the Compensation Committee reviewed the salaries of our named executive officers. The Compensation Committee approved a 3% merit increase for all employees based on industry benchmarking. The Compensation Committee used that target percentage increase as well as performance review input for each of the named executive officers to approve salary increases of 3% for each of our named executive officers to be effective January 1, 2017. Milind S. Deshpande, Ph.D., then-President and Chief Executive Officer. In January 2017, the Compensation Committee approved an increase of 3% to Dr. Deshpande’s annual base salary to $607,700. In making its determination to increase Dr. Deshpande’s salary, our Compensation Committee considered the 3% merit increase for all employees. For purposes of determining the performance-based compensation of our Chief Executive Officer, corporate performance is considered his individual performance. In February 2018, Dr. Deshpande’s title and role were changed from “President and Chief Executive Officer” to “Chief Executive Officer.” Joseph Truitt, then- Chief Commercial Officer. In January 2017, the Compensation Committee approved an increase of 3% to Mr. Truitt’s annual base salary to $382,130. In making its determination to increase Mr. Truitt’s salary, our Compensation Committee considered the 3% merit increase for all employees and his performance. In assessing performance, the Compensation Committee considered Mr. Truitt’s achievement of his individual objectives for 2016, including: (i) his successful development and execution of our complement factor D strategy in ophthalmology; (ii) his successful development of the commercial analysis for the global development strategy for ACH-4471; (iii) his significant contributions to the three-year corporate strategy; and (iv) his successful leadership of the commercial and business development function. Mr. Truitt’s annual base salary as Chief Commercial Officer was positioned at approximately the 50 th market percentile. In September 2017, Mr. Truitt was promoted to Executive Vice President and Chief Operating Officer and his base salary was increased to $408,200, positioning his base salary to be at approximately the 50 th market percentile. In February 2018, Mr. Truitt was promoted to “President and Chief Operating Officer.” Mary Kay Fenton, Executive Vice President and Chief Financial Officer . In January 2017, the Compensation Committee approved an increase of 3% to Ms. Fenton’s annual base salary to $382,130. In making its determination to increase Ms. Fenton’s salary, our Compensation Committee considered the 3% merit increase for all employees and her performance. In assessing performance, the Compensation Committee considered Ms. Fenton’s achievement of her individual objectives for 2016, including: (i) her development of the company’s investor relations and communication strategy; (ii) her management of financial and operational results; (iii) her significant contributions to the three-year corporate strategy; and (iv) her successful leadership of the finance and general administration functions. Ms. Fenton’s annual base salary is positioned at approximately the 50 th market percentile. Martha Manning, Executive Vice President, General Counsel and Secretary. In January 2017, the Compensation Committee approved an increase of 3% to Ms. Manning’s annual base salary to $339,900. In making its determination to increase Ms. Manning’s base salary, our Compensation Committee considered the 3% merit increase for all employees and her performance. In assessing performance, the Compensation Committee considered Ms. Manning’s achievement of her individual objectives for 2016, including: (i) her leadership on Board of Directors support and building the compliance agenda for Achillion; (ii) her role in providing legal support for research and development collaborations and intellectual property matters; (iii) her contributions to the three-year corporate strategy; and (iv) her successful leadership of the legal function. Ms. Manning’s annual base salary is positioned at approximately the 50 th market percentile. David Apelian, M.D., Ph.D., then-Executive Vice President and Chief Medical Officer. In January 2017, the Compensation Committee approved an increase of 3% to Dr. Apelian’s annual base salary to $500,065. In making its determination to increase Dr. Apelian’s base salary, our Compensation Committee considered the 3% merit increase for all employees and his performance. In assessing performance, the Compensation Committee 38