ACHN 2018 Proxy Statement

Ms. Fenton’s annual cash bonus award for 2017 was $120,218, which represents 78.65% of her target bonus award. In making this award, the Compensation Committee considered, in addition to the Company’s overall performance, Ms. Fenton’s achievement of individual objectives for 2017, including: (i) her development of the company’s investor relations and communication strategy; (ii) her management of financial and operational results; (iii) her significant leadership of the secondary offering of common stock held by JJDC; and (iv) her successful leadership of the finance and general administration functions. Ms. Manning’s annual cash bonus award for 2017 was $89,313, which represents 75.08% of her target bonus award. In making this award, the Compensation Committee considered, in addition to the Company’s overall performance, Ms. Manning’s achievement of individual objectives for 2017, including: (i) her leadership on Board of Directors support and advancement of the compliance agenda; (ii) her significant contribution to the secondary offering of common stock held by JJDC; (iii) her ongoing legal counsel for strategic business imperatives; and (iv) her successful leadership of the legal function. Dr. Apelian left the company in December 2017 and was not awarded an annual cash bonus for 2017. Dr. Barrish left the company in June 2017 and was not awarded an annual cash bonus for 2017. Equity-Based Awards We believe that long-term performance is achieved through an ownership culture that encourages long-term participation by all our employees in equity-based awards. Our 2015 Stock Incentive Plan, which we refer to as the 2015 Plan, allows for the grant to employees, including executive officers and directors, of stock options, restricted stock and other equity-based awards. We typically make an initial equity award of stock options to new employees and annual performance-based equity grants in the form of stock options as part of our overall annual compensation review. Our Board of Directors has delegated authority to our Compensation Committee to make initial new employee equity grants, as well as annual grants of options to all of our employees. Occasionally, upon promotion or other circumstances, the Compensation Committee may grant awards at other times during the year. Initial Stock Option Award. Executives and other employees who join us are awarded initial stock option grants. These grants have an exercise price equal to the fair market value of our common stock on the grant date and typically vest as to 25% of the shares underlying the award on the first anniversary of the date of grant and as to 6.25% of the shares underlying the award at the end of each three-month period thereafter for the following three years, subject to continued service. The size of the initial stock option award is determined based on the employee’s position with us and analysis of the competitive practices of the companies in the compensation data that we review. Annual Stock Option Award . Our practice is to grant annual stock option awards as part of our overall compensation review process program. The Compensation Committee believes that stock options provide management with a strong link to long-term corporate performance and the creation of stockholder value. In keeping with our philosophy, we intend that the annual aggregate value of these awards will be set in an amount required to maintain the employee group as a whole, and executives as a subset, at or near competitive median levels for companies represented in the compensation data we review. The Compensation Committee determined to make annual awards of stock options in the 25 th to 50 th percentile level of our peer group for 2017 performance. In February 2018, the Compensation Committee approved grants of stock option awards to our named executive officers who were still serving as employees based upon 2017 performance. All grants were made at an exercise price of $2.90 per share, the closing market price per share on the date of grant. The Compensation Committee’s objective in making these grants to such officers was to reward the achievement of corporate and 41