ACHN 2018 Proxy Statement

In March 2017, the Board of Directors established a Compliance Committee and revised the Director Compensation Policy to provide that: • the chair of the Compliance Committee will receive an annual retainer of $10,000; • each member of the Compliance Committee will receive an annual retainer of $7,500; and • at that time, the annual retainer for each member of the Nominating and Governance Committee member was increased from $5,000 to $7,500. In addition, under the revised Director Compensation Policy, each non-employee director is eligible to receive the following cash compensation: Board of Directors Annual Retainer ($) Chairman Annual Retainer ($) Committee Member Annual Retainer ($) Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50,000 30,000 Audit Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000 10,800 Compensation Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,000 7,500 Compliance Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,000 7,500 Nominating and Corporate Governance Committee . . . . . . . . . . . . . . . . . . . . . 10,000 7,500 Strategy and Corporate Development Committee . . . . . . . . . . . . . . . . . . . . . . . 15,000 7,500 Our non-employee directors also receive equity compensation pursuant to our 2015 Plan, as follows: • Initial Grants : upon initial election to the Board of Directors, each non-employee director will automatically receive a nonstatutory stock option to purchase 30,000 shares of our common stock which shall vest and become exercisable immediately upon such director’s initial election to the Board of Directors; • Annual Grants : all non-employee directors who have served as a member of our Board of Directors for at least six months prior to the date of such annual grant will be granted, automatically and without the need for any further action by the Board of Directors, an annual equity award, on the date that the Compensation Committee of the Board of Directors makes its annual grant of stock options to senior executives of the Company, of a nonstatutory stock option to purchase 30,000 shares of our common stock which shall vest and become exercisable as to 25% of the shares underlying the award on the date of grant and as to an additional 2.08% of the shares underlying the award at the end of each monthly period thereafter, subject to such director’s continued service as a director through such vesting date. Option awards to our non-employee directors have a term of ten years and have an exercise price equal to the closing price of our common stock on the Nasdaq Stock Market on the date of the grant. 53