Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(c) Effective September 11, 2017, the Board of Directors (the “Board”) of
Achillion Pharmaceuticals, Inc. (the “Company”) appointed Joseph Truitt to the position of Executive Vice President, Chief Operating Officer of the Company. Mr. Truitt, age 53, previously served as the Company’s Executive Vice
President and Chief Commercial Officer.
Prior to joining the Company in January 2009, Mr. Truitt was Vice President of Business Development and
Product Strategy for Lev Pharmaceuticals, Inc., a biotechnology company, from October 2007 to December 2008. From July 2006 through September 2007, he served as Lev’s Vice President of Sales and Marketing and led the build out of the commercial
team and infrastructure in preparation for product launch. From February 2002 to July 2006, Mr. Truitt was Vice President of Sales and Operations at Johnson & Johnson, a pharmaceutical company, where he directed commercial operations
at the company’s OraPharma subsidiary. From 2000 to 2002, Mr. Truitt was Vice President of Sales and Operations of OraPharma, Inc., a pharmaceutical company, prior to its acquisition by Johnson & Johnson. Mr. Truitt holds an
M.B.A. from St. Joseph’s University, Philadelphia and a B.S. in Marketing from LaSalle University, Philadelphia.
There are no family relationships
between Mr. Truitt and any director or executive officer of the Company. Mr. Truitt has not has engaged in any related person transaction (as defined in Item 404(a) of Regulation S-K) with the Company.
Prior to Mr. Truitt’s promotion to Chief Operating Officer, on August 4, 2017, the Company entered into an amended and restated employment
agreement with Mr. Truitt, which became effective on August 4, 2017, superseding his previous employment agreement dated April 5, 2011. This amended and restated employment agreement remains in effect following Mr. Truitt’s
promotion. The term of Mr. Truitt’s employment under his amended and restated employment agreement ends on December 31, 2017 and is automatically renewable after such initial term for successive one-year periods unless either the
Company or Mr. Truitt provide written notice to the other at least six months prior to the expiration of the applicable term. Prior to his promotion to Executive Vice President, Chief Operating Officer, Mr. Truitt received an annualized
base salary of $382,130 under his amended and restated employment agreement, subject to increase at the discretion of the Board. In connection with his promotion, the Board increased Mr. Truitt’s annualized base salary to $408,200,
effective as of September 11, 2017. In addition, Mr. Truitt is eligible to receive an annual performance bonus at a target rate of 40% of his annualized base salary, based on the Company’s achievement of performance goals for the
applicable fiscal year and Mr. Truitt’s achievement of his performance goals for such year, both as determined by the Board. Mr. Truitt is entitled to participate in all benefit programs that the Company establishes and makes
available to our executives, to the extent that he is eligible under the plan documents governing those programs.
If a change in control (as defined in
his amended and restated employment agreement) occurs during the term of Mr. Truitt’s employment under his amended and restated employment agreement, (1) the vesting schedule of each outstanding option Mr. Truitt may have to
purchase shares of the Company common stock shall be partially accelerated so that the option becomes exercisable for an additional number of shares equal to 50% of the original number of shares subject to the option (with the remaining unvested
shares continuing to vest pursuant to the original vesting schedule set forth in the applicable option agreement but the remaining length of the vesting schedule shortened accordingly); and (2) any unvested shares or units of restricted stock
or stock unit awards Mr. Truitt may have shall be partially accelerated so that the number of unvested shares or units shall be reduced by the number of shares or units equal to 50% of the original number of shares or units subject to the
restricted stock or stock unit award (with the remaining unvested shares or units continuing to vest pursuant to the original vesting schedule set forth in the applicable restricted stock or stock unit award agreement, but with the remaining length
of the vesting schedule shortened accordingly).