AKAO 2018 Proxy Statement

26 EXECUTIVE COMPENSATION COMPENSATION DISCUSSION AND ANALYSIS General The following Compensation Discussion and Analysis (“CD&A”) provides information on the compensation arrangements for our named executive officers (“NEOs”) and provides context for the compensation decisions for our NEOs in 2017. This CD&A should be read with the tables and disclosures below. Our NEOs for 2017, along with their positions at the end of fiscal 2017, were as follows: • Kenneth J. Hillan, M.B., Ch.B., Chief Executive Officer; • Blake Wise, President and Chief Operating Officer; • Tobin C. Schilke, Chief Financial Officer; • Lee Swem, Ph.D., Chief Scientific Officer; • Gary Loeb, General Counsel and Chief Compliance Officer; and • Ian Friedland, M.D., former Chief Medical Officer. In February 2017, Mr. Wise, previously our Chief Operating Officer, was promoted to President and Chief Operating Officer, and Dr. Swem, previously our Vice President, Head of Research was promoted to Chief Scientific Officer. Dr. Friedland resigned as our Chief Medical Officer in March 2017. Mr. Loeb was named Chief Compliance Officer in addition to his role as General Counsel in December 2017. Mr. Wise was further promoted to Chief Executive Officer effective January 1, 2018, replacing Dr. Hillan, who became our President, R&D and President of Achaogen, also effective January 1, 2018. Executive Summary 2017 Performance Highlights and Pay for Performance. Our executive compensation is designed to pay in accordance with corporate and individual performance, rewarding superior performance and providing consequences for underperformance. We believe that compensation of our named executive officers for fiscal year 2017 was aligned with the Company’s performance during 2017. Highlights of that performance include: • Submitted our first New Drug Application to the United States FDA as scheduled in October 2017 and the NDA was accepted for review with a target action date of June 25, 2018; • In May 2017, the FDA granted Breakthrough Therapy designation for plazomicin, the first-ever antibiotic to be granted such designation; • Achieved key plazomicin launch preparation milestones related to commercial staffing and infrastructure; • Entered into a collaboration with the Bill & Melinda Gates Foundation (“BMGF”) in which the BMGF committed up to $20.5 million in grant funding and equity investment to develop and discover antibodies against gram-negative bacteria and related technologies; • Initiated and completed a Phase 1 clinical trial with an orally-administered antibacterial candidate, C-Scape; • Discontinued the LpxC inhibitor program due to unpredictable toxicity, among other issues; • Hired employees to fill in key functional areas, including expanding our Executive Committee with two key hires, Ms. Janet Dorling as Chief Commercial Officer and Ms. Liz Bhatt as Chief Business Officer; • Continuously assessed the strategic perspective of our Board of Directors, including adding two experienced biotechnology executives to our Board of Directors, Ms. Halley Gilbert and Dr. Karen Bernstein;