ACHN 2018 Proxy Statement

considered Dr. Apelian’s achievement of his individual objectives for 2016, including: (i) his key role in advancing our drug candidate ACH-4471 into the single ascending dose and multiple ascending dose studies; (ii) his role in developing the global regulatory and development strategy for ACH-4471; and (iii) his successful leadership and optimization of the clinical development organization. Dr. Apelian’s annual base salary was positioned at approximately the 75 th market percentile. Dr. Apelian resigned from Achillion, effective December 28, 2017. Joel Barrish, Ph.D., then-Executive Vice President and Chief Scientific Officer. In January 2017, the Compensation Committee approved an increase of 3% to Dr. Barrish’s annual base salary to $453,200. In making its determination to increase Dr. Barrish’s base salary, our Compensation Committee considered the 3% merit increase for all employees and his performance. In assessing his performance, the Compensation Committee considered Dr. Barrish’s achievement of his individual objectives for 2016, including: (i) his key role in the development of a complement factor D back-up program, including identification of several new compounds; (ii) his significant contributions to our ophthalmology research program; and (iii) his successful leadership and optimization of the research organization. Dr. Barrish’s annual base salary was positioned at approximately the 50 th market percentile. Dr. Barrish resigned from Achillion, effective July 14, 2017. 2018 Base Salary In February 2018, the Compensation Committee reviewed the salaries of our named executive officers who were still serving as employees, and based on competitive positioning and financial considerations, it was determined that no salary increases would be awarded to such named executive officers. Name 2017 Base Salary 2018 Base Salary % Increase Milind Deshpande, Ph.D. . . . . . . . . . . . . . . . . . . . . . . . . $607,700 $607,700 0% Joseph Truitt (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $408,200 $408,200 0% Mary Kay Fenton . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $382,130 $382,130 0% Martha Manning . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $339,900 $339,900 0% (1) In connection with his promotion to Executive Vice President and Chief Operating Officer in September 2017, Mr. Truitt’s annual base salary was increased from $382,130 to $408,200. Annual Performance-Based Cash Bonus Awards Our compensation program includes eligibility for a discretionary annual performance-based cash bonus. We believe that annual performance-based cash bonuses compensate for the achievement of strategic, portfolio, operational and financial objectives and the achievement of individual goals. Upon review of corporate and individual results against goals periodically established by the Compensation Committee and our management throughout the year, the Compensation Committee may award bonus payments to our executives above or below the target amount, particularly in cases in which goals are exceeded or are not achieved. For 2017, the target annual performance cash-based bonus remained at 60% of base salary for our Chief Executive Officer and was set to 40% of base salary for all our other named executive officers, except Ms. Manning whose target bonus was 35% of base salary. In approving cash bonuses for our named executive officers, the Compensation Committee considered the following 2017 corporate performance goals and the level of performance achieved towards each during 2017: • Advancement of our product candidate, ACH-4471 into clinical development for paroxysmal nocturnal hemoglobinuria and C3 glomerulopathy; • Development of extended release formulation of ACH-4471 for bioavailability study in humans; 39