UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

ARIAD Pharmaceuticals, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

June 8, 2016

To Our Stockholders:

I am pleased to invite you to attend our 2016 annual meeting of stockholders, which will be held on Thursday, July 21, 2016, beginning at 10:00 a.m. EDT, at our corporate offices in Cambridge, Massachusetts.

This year, you are being asked to:

Our Board of Directors urges you to read the accompanying proxy statement carefully and recommends the approval of each of the proposals.

At the meeting, we also will provide an update on corporate developments, our strategic review and our plans for the remainder of the year. We will provide you with an opportunity to meet members of our management team and Board of Directors, and our management team will be available to respond to questions that you may have. Information on registering to attend the meeting or viewing a webcast of the meeting on the Internet is included in the proxy statement.

Under the Securities and Exchange Commission’s rules, we have elected to deliver our proxy materials to the majority of our stockholders over the Internet. This delivery process allows us to provide stockholders with the information they need, while, at the same time, conserve natural resources and lower the cost of delivery. We intend to begin mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) on or about June 10, 2016 containing instructions on how to access our proxy statement for our 2016 annual meeting and our 2015 annual report to stockholders. The Notice will also provide instructions on how to vote online or by telephone and will include instructions on how to receive a paper copy of the proxy materials by mail.

We hope that you will be able to join us at our annual meeting. Whether or not you expect to attend, it is important that you cast your vote either in person or by proxy. You may vote by attending the meeting in person, by phone or the Internet or by mailing a completed proxy card if you received written proxy materials.

I look forward to seeing you at this year’s annual meeting.

Sincerely yours,

Paris Panayiotopoulos

President and Chief Executive Officer

ARIAD PHARMACEUTICALS, INC.

26 Landsdowne Street

Cambridge, Massachusetts 02139-4234

NOTICE OF 20152016 ANNUAL MEETING OF STOCKHOLDERS

To Be Held on July 23, 201521, 2016

To Our Stockholders:

The 20152016 annual meeting of stockholders (including any adjournment or postponement thereof, the “Annual Meeting”) of ARIAD Pharmaceuticals, Inc. (the “Company,” “we,” “our,” “us” or “ARIAD”) will be held on July 23, 201521, 2016 at 10:00 A.M.a.m. EDT at theour corporate offices of our outside legal counsel, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., located at One Financial Center, 38^th Floor, Boston, MA 02111, for26 Landsdowne Street, Cambridge, Massachusetts 02139-4234. The purposes of the following purposes:Annual Meeting, as more fully described in the accompanying proxy statement, are to:

Our Board of Directors urges you to read the accompanying proxy statement carefully and recommends the approval of each of the proposals.

Only those holders of our common stock of record as of the close of business on June 24, 2015May 25, 2016 (the “Record Date”) are entitled to receive notice of, to attend and to vote at the Annual Meeting and any adjournments or postponements of the meeting. A total of 188,672,947191,469,133 shares of our common stock were issued and outstanding as of the Record Date. Each share of common stock entitles its holder to one vote. Cumulative voting of shares of common stock is not permitted.

We intend to begin mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) on or about June 10, 2016 containing instructions on how to access our proxy statement for our Annual Meeting and our 2015 annual report to stockholders. The Notice will also provide instructions on how to vote online or by telephone and will include instructions on how to receive a paper copy of the proxy materials by mail.

At the Annual Meeting and for the ten-day period immediately prior to the Annual Meeting, the list of stockholders entitled to vote will be available for inspection at our offices for such purposes as are set forth in the General Corporation Law of the State of Delaware.

Because weAll stockholders are holdingcordially invited to attend the Annual Meeting.Whether you plan to attend the Annual Meeting or not, we urge you to vote by following the instructions in late July this year, the Company will be providingNotice that you previously received and submit your proxy by the Internet, telephone or mail in order to ensure the presence of a corporate updatequorum. You may change or revoke your proxy at its quarterly earnings call in August this year rather thanany time before it is voted at the Annual Meeting.meeting.

By Order of the Board of Directors,

Thomas J. DesRosier,Scott A. Samuels, Esq.

Secretary

June 25, 20158, 2016

YOUR VOTE IS VERY IMPORTANT

All stockholders are cordially invited to attend the Annual Meeting in person. Whether or not you expect to attend the Annual Meeting in person, you may vote by: (1) mailing a completed proxy card in the envelope provided toif you received written proxy materials, or (2) calling the toll-free number or using the Internet, as indicated on the Notice or the proxy card.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER

STOCKHOLDER MEETING TO BE HELD ON JULY 23, 201521, 2016

This proxy statement, and our 20142015 annual report to stockholders and a shareholder letter from our Chief Executive Officer are available for viewing, printing and downloading atwww.proxyvote.com, as well as in the Investors section of our website athttp://investor.ariad.com under the heading “Proxy Materials.” YouTo view these materials please have your 12-digit control number(s) available that appears on your Notice or proxy card. On this website, you can also elect to receive distributions of our proxy statements and annual reports to stockholders for future annual meetings by electronic delivery. For specific instructions on making such an election, please refer to the instructions on the proxy card or voting instruction form.

At no charge, we are providing each person from whom a proxy is solicitedAdditionally, you can find a copy of or access to, our Annual Report on Form 10-K, which includes our financial statements for the fiscal year ended December 31, 2014 (the “2014 Annual Report”). The 2014 Annual Report is also available2015 on the Investorswebsite of the Securities and Exchange Commission, or the SEC, at www.sec.gov, or in the “SEC Filings” section of the “Investors” section of our website athttp://investor.ariad.com under the heading “SEC Filings.” To receive. You may also obtain a printed copy of the 2014our Annual Report (excluding exhibits) at noon Form 10-K, including our financial statements, free of charge, please write tofrom us by sending a written request to: Investor Relations, ARIAD Pharmaceuticals, Inc., 26 Landsdowne Street, Cambridge, Massachusetts 02139-4234 or by e-mail toinvestor@ariad.com. Exhibits will be provided upon written request and payment of an appropriate processing fee.

The information provided on the Company’sour website (www.ariad.com) is referenced in this proxy statement for information purposes only. The information on the Company’sour website shall not be deemed to be a part of or incorporated by reference into this proxy statement or any other filings the Company makeswe make with the U.S. Securities and Exchange Commission or any solicitation of proxies by the Company.us.

TABLE OF CONTENTS—20152016 PROXY STATEMENT

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ARIAD PHARMACEUTICALS, INC.

26 Landsdowne Street

Cambridge, Massachusetts 02139-4234

PROXY STATEMENT

FOR 20152016 ANNUAL MEETING OF STOCKHOLDERS

QUESTIONS AND ANSWERS ABOUT THE 20152016 ANNUAL MEETING AND RELATED INFORMATION

Why are you soliciting my proxy?

The Board of Directors (the “Board of Directors,” “Board” or “our Board”) of ARIAD Pharmaceuticals, Inc. (the “Company,” “we,” “our,” “us” or “ARIAD”) is soliciting your proxy to vote at our 20152016 annual meeting of stockholders (includingand any adjournmentadjournments or postponement thereof,postponements of the “Annual Meeting”).meeting, which we refer to as the Annual Meeting. This proxy statement, along with the accompanying Notice of 20152016 Annual Meeting of Stockholders, summarizes the purposes of the meeting and the information you need to know to vote at the Annual Meeting.

We have made available to you on the Internet or have sent you this proxy statement, the Notice of 20152016 Annual Meeting of Stockholders, athe proxy card, a shareholder letter from our ChairmanPresident and Chief Executive Officer (our “CEO”), and a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (collectively, the “proxy materials”)2015 because you owned shares of ARIAD common stock on the record date. The Company intendsWe intend to commence distribution of the Important Notice Regarding the Availability of Proxy Materials, which we refer to throughout this proxy statement as the Notice, and, if applicable, the proxy materials, to stockholders on or about June 30, 2015.10, 2016.

Why Did I Receive a Notice in the Mail Regarding the Internet Availability of Proxy Materials Instead of a Full Set of Proxy Materials?

As permitted by the rules of the U.S. Securities and Exchange Commission, or the SEC, we may furnish our proxy materials to our stockholders by providing access to such documents on the Internet, rather than mailing printed copies of these materials to each stockholder. Most stockholders will not receive printed copies of the proxy materials unless they request them. We believe that this process should expedite stockholders’ receipt of proxy materials, lower the costs of the annual meeting and help to conserve natural resources. If you received a Notice by mail or electronically, you will not receive a printed or email copy of the proxy materials, unless you request one by following the instructions included in the Notice. Instead, the Notice instructs you as to how you may access and review all of the proxy materials and submit your proxy on the Internet. If you requested a paper copy of the proxy materials, you may authorize the voting of your shares by following the instructions on the proxy card, in addition to the other methods of voting described in this proxy statement.

How will I receive proxy materials?

In addition to sending the Notice or proxy materials to you, our proxy materials are available atwww.proxyvote.com as well as in the Investors section of our website athttp://investor.ariad.com under the heading “Proxy Materials.” We also offer our stockholders the opportunity to receive stockholder communications electronically. Choosing to receive future Notices or proxy materials electronically will save us the cost of printing and mailing documents to you and will reduce the impact that printing our Annual Meetingannual meeting materials has on the environment. If you choose to receive future Notices or proxy materials electronically, you will receive an e-mail message next year with instructions containing a link to those materials and a link to the proxy voting website. Your election to receive proxy materials electronically will remain in effect until you

provide us with contrary instructions. If you have any questions about electronic delivery, please e-mail us atinvestor@ariad.com or call our investor relations office at 617-494-0400, extension 2208.617-494-0400.

Who can vote?

Only stockholders of record as of the close of business on June 24, 2015May 25, 2016 (the “Record Date”) are entitled to receive notice of, and to vote at, the Annual Meeting and any postponements or adjournments thereof. As of the Record Date, there were 188,672,947191,469,133 shares of our common stock outstanding and entitled to vote held by stockholders of record. Our common stock is our only class of voting stock. Each share of our common stock entitles the holder to one vote on each matter.

You do not need to attend the Annual Meeting in person to vote your shares. Shares represented by valid proxies, received in time for the Annual Meeting and not revoked prior to the Annual Meeting, will be voted at the Annual Meeting. For instructions on how to change or revoke your proxy, see “Can I change my vote or revoke my proxy?” below.

Who can attend the Annual Meeting and what are the registration requirements?

Attendance at the Annual Meeting is limited to stockholders as of the Record Date. Admission to the Annual Meeting will be on a first-come, first-served basis. Stockholders wishing to attend the Annual Meeting in person are requested to pre-register. To register for the meeting, please contact our investor relations office at617-494-0400, extension 2208, or send an e-mail to investor@ariad.com. Registration will also be available the morning of the Annual Meeting beginning at 9:00 a.m. EDT.

Each stockholder may be asked to present valid picture identification (such as a driver’s license or passport) and proof of stock ownership as of the Record Date. If you hold your shares through a broker, bank or other record owner, you will not be admitted to the Annual Meeting unless you bring a legal proxy or a copy of a statement (such as a brokerage statement) from your broker, bank or other record owner reflecting your stock ownership as of the Record Date.

When and where is the Annual Meeting?

We are holding the Annual Meeting on July 23, 201521, 2016 at 10:00 a.m. EDT at theour corporate offices of our outside legal counsel, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., located at One Financial Center, 38^th Floor, Boston, MA 02111.26 Landsdowne Street, Cambridge, Massachusetts 02139-4234. Directions to the venue of the Annual Meetingour offices can be found on the following website athttp://www.mintz.com/offices/boston.www.ariad.com/contact/map-directions/. When you arrive, signs will direct you to the appropriate meeting room. The use of computers, cell phones, pagers, recording or photographic equipment is not permitted in the meeting room at the Annual Meeting.

Can I View the Annual Meeting on the Internet?

If you cannot attend the Annual Meeting in person, you may view a live webcast of the Annual Meeting. If you choose to view the webcast, visit the Investors section of our website, http://investor.ariad.com, shortly before the meeting time and follow the instructions for accessing the webcast. If you miss the Annual Meeting, you can view a replay of the webcast at http://investor.ariad.com for one month following the meeting.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

If your shares are registered in your name on the Company’s books and records or with its transfer agent, Computershare Trust Company, N.A. (“Computershare”), you are the “stockholder of record” of those shares and these proxy materials have been provided directly to you by the Company.

If your shares are held in an account at a broker, bank or other nominee, you are considered the “beneficial owner” of shares held in “street name” and these proxy materials are being forwarded to you by your broker, bank or other nominee, which is considered the stockholder of record with respect to those shares. As a beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote the shares held in your account and you are also invited to attend the Annual Meeting. However, because you are not the stockholder of record, you may not vote these shares in person at the Annual Meeting unless you request and receive a valid legal proxy from your broker, bank or other nominee.

Your broker, bank or other nominee has enclosed a voting instruction form for you to use to direct how to vote your shares. Please instruct your broker, bank or other nominee how to vote your shares using the voting instruction form you received. Please return your completed voting instruction form to your broker, bank or other nominee and contact the person responsible for your account so that your vote can be counted. If your broker, bank or other nominee permits you to provide voting instructions via the Internet or by telephone, you may vote that way as well.

How can I vote my shares?

Whether you plan to attend the Annual Meeting in person or not, we urge you to vote by proxy. We encourage stockholders to submit proxies in advance of the Annual Meeting by telephone, by Internet or by mail. You can ensure that your shares are voted at the Annual Meeting by following the instructions on the Notice, proxy card or voting instruction form and submitting your votes by telephone or the Internet, or by completing, signing, dating and returning the proxy card or voting instruction form provided. SendingSubmitting your proxy by any of these methods will not affect your right to attend and vote at the Annual Meeting in person or by executing a proxy designating a representative to vote for you at the Annual Meeting.

Stockholders of Record. If your shares are registered directly in your name on the Company’s books and records or with itsour transfer agent, Computershare, you are considered the stockholder of record ofwith respect to those shares, and we sent this proxy statement and accompanying proxy cardthe Notice directly to you. To vote, please complete, sign, date and return the proxy card, or follow the instructions in the Notice. If you request printed copies of the proxy materials by mail, you will receive a proxy card and should complete and return it as instructed on the proxy card to vote by telephone or the Internet.card. Proxies submitted by the Internet or telephone must be received by July 22, 201520, 2016 at 11:59 p.m. EDT.

Beneficial Owners of Shares Held in “Street Name.” If your shares are held in an account at a broker, bank or other nominee, you are the beneficial owner of shares held in “street name,” and this proxy statement and accompanying voting instruction form werethe Notice was forwarded to you by that organization. The broker, bank or other nominee holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote the shares held in your account. If you request printed copies of the proxy materials by mail, you will receive a voting instruction form. If you hold your ARIAD stock in “street name,” you may vote by completing, signing, dating and returning the voting instruction form provided to you by your broker, bank or other nominee. Your ability to vote by telephone or over the Internet depends upon your broker, bank or other nominee’sbroker’s voting process. Please follow the instructions on your voting instruction form carefully.

Voting by proxy will not affect your right to attend the Annual Meeting. Even if you plan to attend the Annual Meeting in person, we encourage you to vote your shares by proxy or by completing a proxy or voting instruction form. If you plan to vote in person at the meeting and you hold your ARIAD stock in “street name,” you must obtain a valid legal proxy from the broker, bank or other nominee holding your account and bring that proxy to the meeting in order to vote.

What constitutes a quorum for the Annual Meeting?

The holders of one-third of the shares entitled to vote at the Annual Meeting must be present in person or represented by proxy at the Annual Meeting for the transaction of business. This is called a “quorum.” Abstentions and broker non-votes (if any), as described below, are counted for purposes of determining whether a quorum is present. If a quorum is not present, the Annual Meeting will be adjourned until a quorum is obtained.

What vote is required for each of the proposals, how are the votes counted, and how does the Board recommend that I vote?

As of the date of this proxy statement, our Board knows of no business other than that set forth above to be transacted at the Annual Meeting, but if other matters requiring a vote do arise, it is the intention of the persons to whom you are granting your proxy (Edward M. Fitzgerald(Manmeet S. Soni and Thomas J. DesRosier,Scott A. Samuels, Esq., the Company’s management proxies) to vote in accordance with their best judgment on such matters.

How will my shares be voted if I submit a proxy card but do not specify how I want to vote?

If you are the record holder of your shares and do not specify on your proxy card (or when giving your proxy by telephone or via the Internet) how you want to vote your shares, your shares will be voted:

If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, under the rules of various national and regional securities exchanges, the organization that holds your shares may generally vote on routine matters but cannot vote on non-routine matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a

non-routine matter, the organization that holds your shares will inform the inspector of election that it does not have the authority to vote on this matter with respect to your shares. This is generally referred to as a “broker non-vote.”

The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 20152016 is the only matter considered to be routine under applicable rules. A broker or other nominee may generally vote on routine matters such as this proposal if voting instructions are not provided by the beneficial owner.

The other proposals described in this proxy statement are considered non-routine under applicable rules. A broker or other nominee cannot vote without instructions on non-routine matters; therefore, there will be broker non-votes on these proposals if voting instructions are not provided by the beneficial owner.

What does it mean if I receive more than one Notice or proxy card?

You may receive more than one Notice or proxy card if you hold shares of our common stock in more than one account, which may be in registered form or held in street name. Please vote in the manner described above under “How can I vote my shares?” for each account to ensure that all of your shares are voted.

Can I change my vote or revoke my proxy?

You may revoke your proxy and change your vote at any time before the final vote at the Annual Meeting. Once you vote by proxy, you may vote again on a later date via the Internet or by telephone, by signing and returning a new proxy card or voting instruction form with a later date, or by attending the Annual Meeting and voting in person. However, your attendance at the Annual Meeting will not automatically revoke your proxy unless you vote again at the Annual Meeting or specifically request that your proxy be revoked by delivering to our Corporate Secretary at 26 Landsdowne Street, Cambridge, Massachusetts 02139-4234, a written notice of revocation prior to the Annual Meeting. Your most current vote, whether by telephone, Internet, proxy card or in person at the Annual Meeting is the one that will be counted.

Who will count the votes?

Votes will be counted by an independent inspector of election appointed for the Annual Meeting.

How can I find out the results of the voting at the Annual Meeting?

We will publish preliminary, or final results if available, in a Current Report on Form 8-K within four business days of the Annual Meeting. If final results are unavailable at the time we file the Form 8-K, then we will file an amended report on Form 8-K to disclose the final voting results within four business days after the final voting results are known.

Who pays for the Company’s solicitation of proxies?

We are providing these proxy materials in connection with the solicitation by the Board of Directors of proxies to be voted at the Annual Meeting and at any adjournment or postponement of the meeting. Proxies will be solicited on behalf of the Board of Directors by mail, telephone, electronic means or in person. Copies of proxy materials will be supplied to brokers, dealers, banks and voting trustees, or their nominees, for the purpose of soliciting proxies from beneficial owners.

We are paying the costs of the solicitation of proxies. We must also pay brokerage firms and other persons representing beneficial owners of shares held in street name certain fees associated with forwarding the Notice or printed proxy materials by mail to beneficial owners who specifically request them and obtaining beneficial owners’ voting instructions.

We have engaged MacKenzie Partners, Inc. to act as our proxy solicitor in connection with the proposals to be acted upon at the Annual Meeting. Pursuant to our agreement with MacKenzie Partners, they will, among other things, provide advice regarding proxy solicitation issues and solicit proxies from our stockholders on our behalf in connection with the Annual Meeting. For these services, we will pay a fee of approximately $25,000 plus expenses.

Solicitations may also be made by personal interview, mail, telephone, facsimile, email or otherwise by directors, officers and other employees of the Company, but the Company will not additionally compensate its directors, officers or other employees for these services.

What is “householding” and how does it work?

We are delivering a single copy of the Notice and, if applicable, the proxy materials to multiple stockholders who share the same address unless we have received contrary instructions from one or more of the stockholders. This procedure, referred to as “householding,” applies to ourthe Notice and, if applicable, the proxy materials, and benefits both the stockholders and us. It reduces the volume of duplicate information received at your household and helps to reduce our printing costs, mailing costs and fees. Upon written or oral request, we will promptly deliver a separate copy of the Notice and, if applicable, the proxy materials to any stockholder at a shared address to which we delivered a single copy of any of these documents. The Notice will provide you with instructions regarding how to request a separate copy of the Notice and, if applicable, the proxy materials. Stockholders who hold shares in “street name” may contact their brokerage firm, bank, broker-dealer or other similar organization to request more information.

If your household received a single Notice or, if applicable, a single set of proxy materials this year, but you would prefer to receive your own copy, please contact our transfer agent, Computershare, by calling their toll free number, 800-733-5001.

If you would like to receive your own Notice or, if applicable, set of our proxy materials in future years, follow the instructions described below. Conversely, if you share an address with another ARIAD stockholder and together both of you would like to receive only a single Notice or, if applicable, set of proxy materials, follow these instructions:

FORWARD-LOOKING STATEMENTS

This proxy statement contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, relating to future events and the financial performance of ARIAD. Such statements are only predictions and involve risks and uncertainties, resulting in the possibility that the actual events or performance will differ materially from such predictions. For a nonexclusive list of major factors which could cause the actual results to differ materially from the predicted results in the forward looking statements, please refer to the “Risk Factors” in Part I, Item 1A of the Company’sour Annual Report on Form 10-K for the year ended December 31, 2014 (the “2014 Annual Report”)2015 and in our periodic reports on Form 10-Q and Form 8-K. Those factors are not ranked in any particular order.

SUMMARY INFORMATION

To assist you in reviewing the proposals to be acted upon, we call your attention to the following business, compensation and corporate governance highlights in 2014.since the beginning of 2015. The following description is only a summary. For more complete information on these topics, please review our 2014 Annual Report2015 annual report to stockholders and this proxy statement in full.

Business Highlights

2014 was an important year for ARIAD, as weWe have made significant progress across all aspectsin our business since the beginning of our business. These include:2015. This includes:

Compensation Highlights

Aligning Compensation with Performance

The Compensation Committee is strongly committed to aligning executive compensation with Company performance. 85%Since the beginning of ARIAD’s compensation2015, we:

•

Awarded 2016 long-term incentive performance share awards for executive officers at the 50th percentile of our 2016 peer group.

Responsiveness to ShareholderStockholder Concerns

At our 2015 annual meeting of stockholders, approximately 56% of votes cast by our stockholders supported our say-on-pay proposal. This result was lower than we anticipated. As a result, we prioritized our stockholder engagement program. Following the 2015 annual meeting, we reached out to the majority of our top 20 stockholders and offered to discuss our executive compensation practices in detail. Our outreach efforts led to constructive conversations with the majority of our top 10 stockholders and almost 60% of our top 20 stockholders. These conversations allowed us to gain insight and outside perspective on our executive compensation program. We also met with two leading proxy advisory firms to gather their perspectives.

Overall, the feedback we received from stockholders regarding our compensation program was overwhelmingly positive, particularly with respect to the design of our new CEO’s compensation package. However, our stockholders did express some areas of concern. The Compensation Committee recently enhanced ARIAD’s compensation policies in 2014 and 2015following chart summarizes our responses to further strengthen the linkkey areas of pay to long-term performance, in part in response to shareholder feedback. Actions taken include:concern expressed by our stockholders.

Corporate Governance Highlights

In 2014,Since the beginning of 2015, we have continued to demonstrate our commitment to strong corporate governance, including proposing in this proxy statement to declassify the Board and provide for the annual election of directors, separating the roles of Chairman of the Board and Chief Executive Officer, and maintaining and facilitating open lines of communication with our shareholders, responsiveness to their requests and the appointment of a lead director.stockholders. Corporate governance highlights include:

Governance Practice		For More Information
Corporate Responsibility
v    OurCode of Conduct and Ethics Policy applies to all of our employees and directors, providing specific guidance for compliance with laws and strong internal guidance for reporting any violations.		Page 25 investor.ariad.com – Corporate Governance
v    OurScience and Medicine Committee is focused on advancing science and committing ARIAD to sustainable breakthroughs in oncology.		Page 20

BOARD OF DIRECTORS

TheOur Board currently consists of nineeleven members classified into three classes, and as of the Annual Meeting will consist of seven members classified into three classes. Listed below are our nineseven directors by class.class who are either nominated for re-election or who will continue to serve following the Annual Meeting. Four of our current eleven directors have agreed to resign effective as of the Annual Meeting, as described below under the caption “Reconstitution of the Board.” At each annual meeting of stockholders, the term for one class of directors expires, and directors are elected for a full term of three years to succeed the directors of such class. However, the Board has approved, and is recommending our stockholders adopt, an amendment to our Restated Certificate of Incorporation to declassify the Board and provide for the annual election of directors (see Proposal 1).

This year, the Board, upon recommendation of the Nominating and Corporate Governance Committee,independent directors of the Board, the Board has nominated HarveyAlexander J. Berger, M.D., Sarah J. Schlesinger, M.D. and Wayne WilsonDenner, Ph.D. for re-election as a Class 1 director. Dr. Denner’s term currently expires at the Annual Meeting. If Proposal 1 (to declassify our Board and provide for the annual election of directors) is approved by our stockholders, Dr. Denner will, if elected, serve for a term expiring at next year’s annual meeting. If Proposal 1 is not approved by our stockholders, Dr. Denner will, if elected, serve for a term expiring at the annual meeting in 2019. The Class 2 directors have terms that expire at next year’s annual meeting. The Class 3 Directors.directors have terms that expire at the annual meeting in 2018. However, each Class 3 director has submitted a resignation conditioned on the approval of Proposal 1 and the filing of the proposed amendment to our Restated Certificate of Incorporation with the Delaware Secretary of State, such that he or she will serve only until immediately prior to next year’s annual meeting, but would be eligible to stand for election at next year’s annual meeting if nominated.

Certain biographical information is set forth below for the nominees for Class 3our director nominee and each of our continuing directors up for election at thisfollowing the Annual Meeting, as well as for each of the continuing Class 1 and Class 2 directors whose terms expire at the annual meeting in either 2016 or 2017, respectively, or at such time as such director’s successor is duly elected and qualified. Additionally,along with information about the specific experience, qualifications, attributes or skills that led to our Board of Directors’Board’s conclusion, at the time of the filing of this proxy statement, that each such person listed below should serve as a director is also set forth below.director.

NomineesNominee for Class 3 Directors (Term to Expire in 2018)

Harvey J. Berger, M.D. is our principal founder and has served as our Chairman of the Board and Chief Executive Officer since April 1991. He served as our President from April 1991 to September 2003 and from December 2004 to present. From 1986 to 1991, Dr. Berger held a series of executive management positions at Centocor, Inc., a biotechnology company, including Executive Vice President and President, Research and Development Division. He has also held senior academic and administrative appointments at Emory University, Yale University and the University of Pennsylvania and was an Established Investigator of the American Heart Association. Dr. Berger currently serves as a member of the Dean’s Council of Yale School of Medicine.

Dr. Berger plays a critical role in developing our research and development platform. Dr. Berger brings to the Board a unique combination of strategic vision, leadership skills and critical knowledge of our operations, research and development programs, commercialization efforts and the biopharmaceutical industry generally. Under his leadership, ARIAD discovered five new drug candidates and successfully led the development of Iclusig for refractory CML and Ph+ ALL. He brings over 30 years of experience in designing and running clinical trials, working successfully with the U.S. Food and Drug Administration (“FDA”) and other regulatory agencies, overseeing complex research and development programs, negotiating global transactions and managing a fully integrated oncology business. Following suspension of Iclusig in October 2013, Dr. Berger worked closely with the FDA and led the development and strategy to get Iclusig back on the market in less than two months, an unusually short period of time. Since then, he has overseen its successful broadened clinical development and commercialization. Dr. Berger has built and led the ARIAD organization since its inception and is one of our largest stockholders, beneficially owning approximately 2.5% of our common stock, which directly

aligns his interests with those of all of our stockholders. These attributes, together with Dr. Berger’s demonstrated years of success in building ARIAD into a biopharmaceutical company with its first marketed cancer medicine and an advancing pipeline of highly promising drug candidates, distinctly qualify him for service as a director and as the Chairman of the Board.

Dr. Berger received his A.B. degree in Biology from Colgate University and his M.D. degree from Yale University School of Medicine. He obtained further medical and research training at the Massachusetts General Hospital and Yale-New Haven Hospital.

Sarah J. Schlesinger, M.D. has been a member of our Board since July 2013. She has spent more than 20 years working in the field of cellular immunity, including as clinical director of the laboratory led by the late Ralph M. Steinman, M.D., 2011 Nobel Laureate in Physiology or Medicine. She is currently Senior Attending Physician and Associate Professor of Clinical Investigation at the Laboratory of Molecular Immunology at The Rockefeller University. Before joining The Rockefeller University in 2003, Dr. Schlesinger was a scientist at the International AIDS Vaccine Initiative in New York City from 2002 to 2003. From 1996 to 2002, Dr. Schlesinger was a Research Physician/Pathologist at the Division of Retrovirology at Walter Reed Army Institute of Research, having previously served, from 1994 to 2002, as Staff Pathologist at the Armed Force Institute of Pathology in Washington, DC. Dr. Schlesinger trained in Surgery at the Albert Einstein College of Medicine and began her career in pathology at Georgetown University in Washington, DC, and hospitals in New York including Buffalo General, Hospital New York and the Manhattan Eye, Ear and Throat Hospital. Dr. Schlesinger leads clinical trials and also chairs the research education and training committee of the Center for Clinical and Translational Science at The Rockefeller University Hospital. She is co-director of Rockefeller’s Clinical Scholars program, the Certificate in Clinical and Translational Sciences program and is the vice-chair of the hospital’s Institutional Review Board. Widely published in her field, Dr. Schlesinger has been recognized with numerous awards for her research and teaching. She also belongs to a number of prominent medical societies including the United States and Canadian Academy of Pathology, the American Association for the Advancement of Science and the College of American Pathologists.

Dr. Schlesinger’s experience leading clinical trials and dealing with the FDA in regulatory matters, coupled with her research expertise, have proven invaluable in her role as Chair of our Board’s Science and Medicine Committee. Her knowledge and expertise will play a vital role as we move forward with plans for broadened clinical development of our products and product candidates.

Dr. Schlesinger received her A.B. degree from Wellesley College in Wellesley, MA, and her M.D. from Rush Medical College in Chicago. She obtained further medical training in Pathology at The New York Hospital – Cornell Medical Center where she was chief resident.

Wayne Wilson has been a member of our Board since October 2008 and was appointed as Lead1 Director in January 2014. He has over 35 years of business, financial and accounting experience. He has been an independent business advisor since 2002. From 1995 to 2002, he served in various roles, including as President, Chief Operating Officer and Chief Financial Officer at PC Connection, Inc., a Fortune 1000 direct marketer of information technology products and services. From 1986 to 1995, Mr. Wilson was a partner in the assurance and advisory services practice of Deloitte & Touche LLP, a public accounting firm. Mr. Wilson is also a member of the boards of directors of Hologic, Inc., a medical diagnostics and device company focusing on women’s health, Edgewater Technology, Inc., a technology management consulting firm, and FairPoint Communications, Inc., a telecommunications company. He previously served as a director of Cytyc Corporation, a medical diagnostics and device company.

Mr. Wilson is Chair of our Board’s Audit Committee and a member of our Board’s Nominating and Corporate Governance Committee. Mr. Wilson brings substantial general business and financial expertise to the Board, as well as the Audit Committee. Mr. Wilson’s background and extensive experience in financial accounting and reporting make him well-equipped to evaluate financial results and to oversee the financial reporting process of a publicly traded corporation. Mr. Wilson was selected as Lead Director by the other independent directors because

of his strong and independent voice, thorough understanding of the Company and its business, and his extensive experience as a director of several other public companies over a number of years. Mr. Wilson’s six years of experience as an independent director of ARIAD, role as Lead Director and involvement in our critical business and strategic decisions, especially during the challenges of 2013, make him optimally positioned to act as a strong, independent voice for stockholders and the other directors in working with management.

Mr. Wilson received an A.B. degree in political science from Duke University and an M.B.A. from the University of North Carolina at Chapel Hill. He is a certified public accountant in New Hampshire and North Carolina.

Continuing Class 1 Directors (Term to Expire in 2016)

Alexander J. Denner, Ph.D. has been a member of our Board since February 2014.2014 and the Chairman of the Board since January 2016. He is a founding partner andthe Chief Investment Officer of Sarissa Capital Management LP, (“Sarissa Capital”), a registered investment advisor, formedwhich he founded in 2012. Sarissa Capital focuses on improving the strategies of companies to better provide shareholder value. From 2006 to 2011, Dr. Denner served as a Senior Managing Director of Icahn Capital, an entity through which Carl C. Icahn conducts his investment activities. Prior to that, he served as a portfolio manager at Viking Global Investors, a private investment fund, and Morgan Stanley Investment Management, a global asset management firm. Dr. Denner has also served as a director of Biogen Inc. since June 2009 and as a director of VIVUS, Inc.The Medicines Company since July 2013, allFebruary 2016, both biopharmaceutical companies.

Previously, Dr. Denner had also served as a director of the following healthcarebiopharmaceutical companies: Amylin Pharmaceuticals, Inc., Enzon Pharmaceuticals, VIVUS, Inc., and ImClone Systems Incorporated, where he also served as Chairman of the Executive Committee.

Dr. Denner iswas appointed to the Board pursuant to the terms of a member of our Board’s Nominatingnomination and Corporate Governance Committee. settlement agreement entered into in February 2014, as described in more detail below under the caption “Agreements with Dr. Denner and Sarissa.”

Dr. Denner brings to the Board a strong background overseeing the operations and research and development of biopharmaceutical companies and evaluating corporate governance matters. He also has extensive experience as an investor, particularly with respect to healthcare companies and has broad healthcare-industry knowledge.

Dr. Denner received his S.B. degree from the Massachusetts Institute of Technology and his M.S., M.Phil. and Ph.D. degrees from Yale University.

Continuing Class 2 Directors

Athanase Lavidas, Ph.D.Jules A. Haimovitz has been a member of our Board since September 2003 andApril 2016. Mr. Haimovitz currently serves as President of the Haimovitz Consulting Group, a private media consulting firm. From July 2002 until July 2007, Mr. Haimovitz served as our Lead Director from November 2008 until January 2014. He has been theVice Chairman and Managing Partner of Dick Clark Productions Inc., a producer of programming for television, cable networks and syndicators. From June 1999 to July 2004, Mr. Haimovitz served in various capacities at Metro Goldwyn Mayer Inc., including President of MGM Networks Inc., a wholly-owned subsidiary. From July 1997 to February 1999, he served as President and Chief ExecutiveOperating Officer of King World Productions, Inc., a worldwide distributor of first-run programming. Mr. Haimovitz has also served in executive positions at Diva Systems Corporation, ITC Entertainment Group, Spelling Entertainment Inc. and Viacom Inc. Mr. Haimovitz previously served on the Lavipharm Group, a pharmaceutical, cosmeticsboards of Blockbuster, Dial Global Inc. (formerly Westwood One), Blucora (formerly Infospace), Orion Pictures Corporation, Lifetime and consumer health-products company headquartered in Greece, since 1976. Dr. Lavidas isVideo Jukebox Network Inc. Mr. Haimovitz also Chairman ofpreviously chaired the Greece-U.S. Business Council and Chairman of SEV Business Council for International Activities, the international arm of the Hellenic Federation of Industries and Enterprises (SEV).

Dr. Lavidas is Chair of our Board’s Nominating and Corporate GovernanceAudit Committee and a memberthe Strategic Planning Committee of our Board’s Compensation Committee. Dr. LavidasImClone Systems Incorporated through its sale to Eli Lily in 2008.

Mr. Haimovitz brings to the Board over 30 years of international pharmaceutical industryextensive management, strategic and board experience. Though his experience in strategic development and operational management. Dr. Lavidas has expertisebeen primarily in the research, developmentmedia and commercializationentertainment industry, Mr. Haimovitz’s experience includes roles as chair of innovative pharmaceuticalboth the audit committee and cosmetic products,the strategic planning committee of ImClone Systems through its sale in 2008 to Eli Lilly and Company.

Mr. Haimovitz holds a dual Bachelor of Arts degree in mathematics and communications, as well as global pharmaceutical and biotechnology collaborations.

Dr. Lavidas received his S.B. and M.S. in chemistry from the Universitya Master of Munich, his M.B.A. from the Institut Superieur de Marketing et de Management in Paris and his Ph.D.Arts degree in pharmaceutical chemistrymathematics, from the University of Athens.Brooklyn College.

Massimo Radaelli, Ph.D. has been a member of our Board since October 2008. He is the President and Chief Executive Officer of Noventia Pharma, a specialty pharmaceutical company focused on orphan drugs for the treatment of rare diseases, in particular for the central nervous system and respiratory system. Before joining Noventia in May 2009, Dr. Radaelli was President and Chief Executive Officer of Dompé International SA, the international pharmaceutical company of the Dompé Group. He joined Dompé in 1996 as director of corporate

business development. Dr. Radaelli is also Executive Chairman of Bioakos Pharma Laboratories, a specialty pharmaceuticals company concentrated in the fields of gynecology, dermatology, ear, nose and throat and pediatrics and a director of Arriani International, SA, the international subsidiary of Arriani Pharmaceuticals, a pharmaceutical company in southeastern Europe. Since January 2014, Dr. Radaelli has served as a director of NovaBay Pharmaceuticals, Inc., a clinical-stage biopharmaceutical company. He also serves as a director of Innotex SA, a privately held specialty pharmaceuticals and cosmetics business, and IDRI, a non-profit organization focused on neglected diseases. Dr. Radaelli is a member of the Italian Society of Pharmacology and has been awarded the highest ranking honor of the Italian Republic by the President and Prime Minister of Italy for merit acquired in the fields of science and biopharma and for his commitment to patients with rare diseases and unmet medical needs.

Dr. Radaelli is a member of our Board’s Audit Committee and Science and Medicine Committee. He brings over 25 years of industry experience to the Board, including senior leadership positions with major European pharmaceutical companies. Dr. Radaelli also brings to the Board significant strategic and operational industry experience, including expertise in pharmaceutical business development, strategic planning, alliance management, and product development and commercialization.

Dr. Radaelli received a University Degree in pharmaceutical sciences and a Ph.D. in clinical pharmacology from the University of Milan and an Executive Master of Business from Bocconi University of Milan.

Continuing Class 2 Directors (Term to Expire in 2017)

Jay R. LaMarche has been a member of our Board since January 1992. He is a retired financial executive who served us in executive leadership positions including Chief Financial Officer and Treasurer from January 1992 to November 2000. Mr. LaMarche was our Executive Vice President from March 1997 to November 2000 and Senior Vice President, Finance from January 1992 to February 1997. Before joining ARIAD, he was Chief Financial Officer and a director of ChemDesign Corporation, a fine chemicals manufacturer. Previously, Mr. LaMarche was an audit partner with Deloitte Haskins & Sells, a public accounting firm. Mr. LaMarche also served as an officer in the United States Navy.

Mr. LaMarche is a member of our Board’s Audit Committee and Nominating and Corporate Governance Committee. Mr. LaMarche brings to our Board more than 40 years of financial and senior operating experience. He has extensive knowledge of our operations, as well as expertise in financial and accounting issues, particularly as they relate to the pharmaceutical and biotechnology industry. Mr. LaMarche’s management experience and financial background serve him well in providing guidance concerning our operations and business strategy.

Mr. LaMarche received his B.B.A. degree in public accountancy from the University of Notre Dame.

Anna Protopapas has been a member of our Board since April 2015. She has been the President and Chief Executive Officer of Mersana Therapeutics, Inc. (“Mersana”), a biotechnology company focused on engineering novel antibody-drug conjugates, since March 2015. From October 2010 to October 2014, she served as a member of the Executive Committee of Takeda Pharmaceutical Company Limited, a global pharmaceutical company, and held various senior management positions, including serving as President of Millennium Pharmaceuticals, a wholly owned subsidiary of Takeda focused in oncology, where she was responsible for leading Takeda’s oncology business, and Executive Vice President of Global Business Development, where she was responsible for global acquisitions, partnering, licensing and venture investing. From October 1997 to October 2010, Ms. Protopapas served in various positions at Millennium Pharmaceuticals, including as the Senior Vice President of Strategy and Business Development and a member of the Executive Committee, where she led the company’s business development initiatives. Ms. Protopapas has been a member of the board of directors of Mersana since March 2015 and was a member of the board of directors of Ensemble Therapeutics, a company focused on engineering novel therapeutics, from 2006 to 2013.

Ms. Protopapas was appointed to the Board pursuant to the terms of an agreement entered into in April 2015, as described in more detail below under the caption “Agreements with Dr. Denner and Sarissa.”

Ms. Protopapas brings significant industry experience to the Board, including extensive transactional and senior management experience in the oncology industry.

Ms. Protopapas received a B.S. in engineering from Princeton University, an M.S. in chemical engineering practice from Massachusetts Institute of Technology and a MBA from Stanford Graduate School of Business.

Norbert G. Riedel, Ph.D. has been a member of our Board since April 2011. He ishas served as the President and Chief Executive Officer and a director of Aptinyx Inc., a biopharmaceutical company discovering and developing innovative therapies for challenging disorders of the brain and nervous system, since August 2015. From January 2014 to August 2015, Dr. Riedel served as the President and Chief Executive Officer of Naurex Inc., a clinical-stage biopharmaceuticalthe predecessor company developing therapies for difficult-to-treat depression as well as orphanacquired by Allergan and other challenging diseases of the central nervous system. Before joining Naurex Inc. in January 2014,from which Aptinyx and its technology were spun out. Prior to that time, he was Corporate Vice President and Chief ScientificScience and Innovation Officer of Baxter International Inc., a diversified healthcare company from March 2001 until January 2013. Before assuming this role, fromFrom 1998 to 2001, Dr. Riedel served as President and General Manager of the recombinant therapeutic proteins business unit and Vice President of Research and Development at Baxter’s bioscience business. Prior to joining Baxter, from 1996 to 1998, he was head of worldwide biotechnology and worldwide core research functions at Hoechst-Marion Roussel, now Sanofi, a global pharmaceutical company. Previously, he held a series of scientific management positions at Hoechst-Marion Roussel and Hoechst AG. Dr. Riedel has beenis a member of the board of directors of Jazz Pharmaceuticals, since May 2013Zytoprotec GmbH, and was a member of the Supervisory Board of MediGene AG, a biotechnology company from 2003 to 2013. He is a member of the Board of Directors of the Illinois Biotechnology Industry Organization andOrganization. He also serves on the Advisory Board of Northwestern University’s Kellogg School of Management Center for Biotechnology,Innovation and the McCormick School of Engineering. In 2011, Dr. Riedel was appointed to the Illinois Innovation Council.New Ventures Office. From 1999 to 2010, Dr. Riedel was a member of the board of directors of Oscient Pharmaceuticals Corporation, a biopharmaceutical company, and its predecessor company, Genome Therapeutics Corporation, a genomics company. Dr. Riedel was a member of the Supervisory Board of MediGene AG, a biotechnology company from 2003 to 2013. Dr. Riedel was a postdoctoral fellow at Harvard University from 1984 to 1987 and an Assistant Professor and Associate Professor of medicine and biochemistry at Boston University School of Medicine from 1987 to 1991,1991. Dr. Riedel was also a was a visiting professor at Massachusetts Institute of Technology in 1992, and in 2009, Dr. Riedel was elected as member of the Austrian Academy of Sciences. Dr. Riedel is currently an adjunct professor at Boston University School of Medicine, and an adjunct professor of Medicine at Northwestern University’s Feinberg School of Medicine and was a visiting professor at Massachusetts Institute of Technology in 1992. In 2009, Dr. Riedel was elected as a member of the Austrian Academy of Sciences.Medicine.

Dr. Riedel is the Chair of our Board’s Compensation Committee and a member of the Science and Medicine Committee. Given his experience as a senior executive in the healthcare field, Dr. Riedel brings to the Board invaluable scientific and commercial expertise, as well as a keen understanding of the biotechnology industry, drug discovery and development and pharmaceutical management.

Dr. Riedel received his Diploma in biochemistry from the University of Frankfurt in 1981 and his Ph.D. in biochemistry from the University of Frankfurt in 1983.

Continuing Class 3 Directors

George W. Bickerstaff, III has been a member of our Board since April 2016. Mr. Bickerstaff currently serves as a Managing Director of M.M. Dillon & Co., LLC, an investment banking firm, which he joined in 2005. Prior to joining M.M. Dillon & Co., LLC, Mr. Bickerstaff held various positions with Novartis International AG, a global leader in pharmaceuticals and consumer health, including Chief Financial Officer of Novartis Pharma AG from October 2000 to May 2005. From December 1999 to September 2000, Mr. Bickerstaff served as Executive Vice President and Chief Financial Officer of Workscape, Inc., a provider of employee-related information services. From July 1998 to December 1999, Mr.��Bickerstaff served as Executive Vice President and Chief Financial Officer of Uniscribe Professional Services, Inc., a nationwide provider of paper and technology-based document management solutions. From January 1998 to June 1998, Mr. Bickerstaff served as Executive Vice President and Chief Financial Officer of Intellisource Group, Inc., a provider of information technology solutions to the federal,

state and local governments and utility markets. From July 1997 to December 1997, Mr. Bickerstaff served as Vice President of Finance of Cognizant Corporation, a global business information services company. From January 1990 to June 1997, Mr. Bickerstaff served in various senior finance roles, including Chief Financial Officer of IMS Healthcare, a global business information services company in the healthcare and pharmaceutical industries. Prior to that, Mr. Bickerstaff held various finance, audit and engineering positions with the Dun & Bradstreet Corporation from 1985 to 1989 and General Electric Company from 1978 to 1985. Mr. Bickerstaff currently serves on the board of directors of CareDx, Inc., Cardax, Inc. and Viventia Biotechnologies, Inc. Mr. Bickerstaff’s non-profit activities include serving on the board of directors of the International Vaccine Institute, the International Centre for Missing and Exploited Children and the Center for Disease Dynamics, Economics & Policy.

Mr. Bickerstaff brings to the Board substantial financial experience in the healthcare and pharmaceutical industries, along with a wealth of knowledge in dealing with financial, accounting and regulatory matters in those industries and insight into the views of shareholders, investors, analysts and others in the financial community.

Mr. Bickerstaff received a Bachelor of Science degree in engineering and a Bachelor of Arts degree in business administration from Rutgers University in 1978.

Paris Panayiotopoulos has served as our President and Chief Executive Officer and a member of the Board since January 2016. Mr. Panayiotopoulos joined ARIAD from EMD Serono, Inc., a subsidiary of pharmaceutical company Merck KGaA, Darmstadt, Germany, where he served as President from 2013 through 2015. Prior to being appointed President of EMD Serono, Mr. Panayiotopoulos held positions of increasing responsibility within Merck KGaA, serving as President of Merck Serono, Tokyo, Japan, from 2012 through 2013; Global Chief of Staff for the CEO in Geneva, Switzerland, from 2011 through 2012; Head of Western Europe for the fertility and endocrinology franchises, in 2011; Global Director of the neurology franchise, from 2007 through 2011; and Global Strategy and Business Intelligence Director from 2004 through 2007. Prior to joining Merck KGaA, Mr. Panayiotopoulos was at Eli Lilly & Co. from 1999 to 2004.

Mr. Panayiotopoulos brings significant industry and leadership experience to the Board, including a strong track record of global and turnaround success, both strategically and operationally.

Mr. Panayiotopoulos received his combined BSc degree in Chemistry and Management Studies from University College London, and his MSc degree in Marketing and Product Management from Cranfield Business School in the United Kingdom.

Sarah J. Schlesinger, M.D. has been a member of our Board since July 2013. She has spent more than 20 years working in the field of cellular immunity, including as clinical director of the laboratory led by the late Ralph M. Steinman, M.D., 2011 Nobel Laureate in Physiology or Medicine. She is currently Senior Attending Physician and Associate Professor of Clinical Investigation at the Laboratory of Molecular Immunology at The Rockefeller University. Before joining The Rockefeller University in 2003, Dr. Schlesinger was a scientist at the International AIDS Vaccine Initiative in New York City from 2002 to 2003. From 1996 to 2002, Dr. Schlesinger was a Research Physician/Pathologist at the Division of Retrovirology at Walter Reed Army Institute of Research, having previously served, from 1994 to 2002, as Staff Pathologist at the Armed Force Institute of Pathology in Washington, DC. Dr. Schlesinger trained in Surgery at the Albert Einstein College of Medicine and began her career in pathology at Georgetown University in Washington, DC, and hospitals in New York including Buffalo General, Hospital New York and the Manhattan Eye, Ear and Throat Hospital. Dr. Schlesinger leads clinical trials and also chairs the research education and training committee of the Center for Clinical and Translational Science at The Rockefeller University Hospital. She is co-director of Rockefeller’s Clinical Scholars program, the Certificate in Clinical and Translational Sciences program and is the vice-chair of the hospital’s Institutional Review Board. Widely published in her field, Dr. Schlesinger has been recognized with numerous awards for her research and teaching. She also belongs to a number of prominent medical societies including the United States and Canadian Academy of Pathology, the American Association for the Advancement of Science and the College of American Pathologists.

Dr. Schlesinger’s experience leading clinical trials and dealing with the FDA in regulatory matters, coupled with her research expertise, have proven invaluable in her role as Chair of our Board’s Science and Medicine Committee. Her knowledge and expertise will play a vital role as we move forward with plans for broadened clinical development of its products and product candidates.

Dr. Schlesinger received her A.B. degree from Wellesley College in Wellesley, MA, and her M.D. from Rush Medical College in Chicago. She obtained further medical training in Pathology at The New York Hospital—Cornell Medical Center where she was chief resident.

Reconstitutionof the Board

As previously reported in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, we are currently conducting a company-wide, strategic review of our operations aimed at increasing shareholder value. As part of this review, the Board unanimously authorized Messrs. Denner and Panayiotopoulos to evaluate the size, composition and organization of the Board, including whether to reconstitute the membership of the Board and/or to eliminate the classified board structure. In order to facilitate such evaluation and a potential reconstitution and/or declassification of the Board, we announced on March 11, 2016 that each of our directors had tendered his or her conditional resignation from the Board (each, a “Conditional Resignation”).

Each Conditional Resignation provided that if any director is not selected to serve on the reconstituted Board, such director will resign from the Board effective as of the Annual Meeting. Further, with respect to any Class 3 director with a term expiring at the Company’s 2018 annual meeting, each Conditional Resignation provides further that if the stockholders approve at the Annual Meeting the amendment to the Company’s certificate of incorporation to effect a declassification of the Board, such director will resign from the Board effective as of the date immediately prior to the 2017 annual meeting.

In May 2016, the Board completed its evaluation of the size, composition and organization of the Board, and voted to accept the resignations of Jay R. LaMarche, Athanase Lavidas, Ph.D., Massimo Radaelli, Ph.D., and Wayne Wilson, and to reduce the size of the Board from eleven to seven members, in each case effective as of immediately prior to the Annual Meeting.

Agreements with Dr. Denner and Sarissa

On February 20, 2014, we entered into a nomination and settlement agreement (the “Existing Settlement Agreement”) with Dr. Denner and Sarissa Capital Management LP and certain of its affiliated funds and entities (collectively, “Sarissa”). Pursuant to this agreement, the Board increased the size of the Board from eight to nine members and appointed Dr. Denner to the Board as a Class 1 director to serve until the 2016 annual meeting of stockholders (the “2016 Annual Meeting”).stockholders. Dr. Denner was also appointed as a member of the Nominating and Corporate Governance Committee of the Board. We also agreed to appoint an additional director, referred to as the Additional Designee, selected by the Board and approved by Dr. Denner, as a Class 2 director with a term expiring at the 2017 annual meeting of stockholders (the “2017 Annual Meeting”).stockholders. We have not yet appointed this additional director.

The agreement provides that, for so long as Dr. Denner is a member of the Board, we will give prior notice to Sarissa before the advance notice deadline in our bylaws if Dr. Denner or the Additional Designee (when appointed) will not be nominated for election at any future annual meeting of stockholders when their current terms expire. Following the appointment of the Additional Designee and for so long as Dr. Denner is a member of the Board, we have

agreed not to increase the size of the Board above 10 members. Pursuant to the agreement, Dr. Denner will resign from the Board and any committee thereof if Sarissa no longer beneficially owns at least 6six million shares of our common stock.

In conjunction with the Existing Settlement Agreement, we and Sarissa also entered into a Confidentiality Agreement governing the provision of confidential information, obtained by Dr. Denner during his service on the Board, to Sarissa.

The foregoing is not a complete description of the terms of the Existing Settlement Agreement and the Confidentiality Agreement. For a further description of the terms of the agreements, including copies thereof, please see our Current Report on Form 8-K that we filed with the SEC on February 21, 2014.

In February 2015, Sarissa notified the Company of its intent to nominate a slate of three alternative directors in opposition to the nominees recommended by the Company’s Board of Directors for election at the Company’s Annual Meeting.2015 annual meeting of stockholders.

On April 28, 2015, we entered into an agreement (the “New Settlement Agreement”) with Sarissa. Pursuant to this agreement, the Company and Sarissa agreed to settle the proxy contest pertaining to the election of directors to the Board at the Annual Meeting.2015 annual meeting. In addition, Dr. Berger decided to retire as Chairman, Chief Executive Officer and President of the Company, upon the appointment of his permanent successor or December 31, 2015, whichever is earlier.

In addition, pursuant to the New Settlement Agreement, the Company has commencedagreed to promptly commence a search for a new Chief Executive Officer and formed a new committee of the Board chaired by Dr. Denner (the “CEO Search Committee”), which iswas responsible for running the process for the selection of the new Chief Executive Officer. The other members of the CEO Search Committee arewere Dr. Riedel, Dr. Schlesinger and Mr. Wilson. On December 18, 2015, we announced the appointment of Mr. Panayiotopoulos as our new Chief Executive Officer, effective as of January 1, 2016.

Pursuant to the New Settlement Agreement, effective as of April 28, 2015, the Board appointed Ms. Protopapas as a Class 2 director, with a term expiring at the 2017 Annual Meeting,annual meeting, by filling an existing vacancy in such class. The New Settlement Agreement provides that, for so long as each of Dr. Denner and Ms. Protopapas is a member of the Board, we will give prior notice to Sarissa before the advance notice deadline in our bylaws if Ms. Protopapas will not be nominated for election at any future annual meeting of stockholders when her current term expires. Pursuant to the New Settlement Agreement, Ms. Protopapas will resign from the Board and any committee thereof if Sarissa no longer beneficially owns at least 6six million shares of our common stock.

On March 17, 2016, we and Sarissa agreed to amend the New Settlement Agreement to terminate the standstill covenant contained therein, and Sarissa agreed that it will not nominate directors or submit proposals for other business at the Annual Meeting.

The foregoing is not a complete description of the terms of the New Settlement Agreement. For a further description of the terms of the New Settlement Agreement, as amended, including a copy thereof, please see our Current ReportReports on Form 8-K that we filed with the SEC on April 29, 2015.2015 and March 18, 2016.

Director Compensation

Annual compensation for our non-employee directors is as follows:

The exercise price of each stock option award is the closing price of our common stock as quoted on the NASDAQ Global Select Market on the grant date. These awards have terms of 10 years, subject to earlier termination. The annual cash component is prorated for any director who joins the Board during the year beginning on the first day of the fiscal quarter in which he or she was initially appointed or elected and the individual may elect to be paid in shares in lieu of cash. If a director dies, resigns or is removed during any quarter, he or she shall be entitled to a cash payment (or shares in lieu thereof) on a proratedpro-rated basis through his or her last day of service.

In 2014 these equityAll grants were made under our 2006 Long-Term Incentive Plan. All future equity grants will beare made under our 2014 Long-Term Incentive Plan or will be made under a future equity plan approved by our stockholders.

Dr. BergerOur Chief Executive Officer receives no additional compensation for serving on our Board. No other director is an employee of the Company.

20142015 Director Compensation Table

The following table provides information concerning the compensation of our non-employee directors who served during 2014.2015.

Director Stock Ownership Guidelines

In 2012, we adopted stock ownership guidelines, to be phased in over five years, for our non-employee directors. In December 2014, we strengthened the guidelines so that our non-employee directors are required to own Company common stock worth at least five times his or her annual cash compensation. Newly elected directors have five years from when they are first elected or appointed to the Board to comply with these guidelines. As of December 31, 2014,2015, all of our then serving non-employee directors with the exception of SarahDr. Schlesinger and Ms. Protopapas, who recently joined the Board, arewere in early compliance with our stock ownership guidelines. The guidelines are designed to align the interests of our non-employee directors with those of our stockholders by ensuring that our non-employee directors have a meaningful financial stake in our long-term success. In developing these guidelines, we reviewed the market practices of our then current peer group companies to determine a meaningful level of ownership to align our directors and stockholders.

CORPORATE GOVERNANCE

Director Independence and Committee Qualifications

The Board has determined that each of our directors, except Dr. Berger,Mr. Panayiotopoulos, is an “independent director” as such term is defined by The NASDAQ Stock Market LLC (“NASDAQ”).rules. The Board has also determined that each member of the Compensation Committee, the Audit Committee and the Nominating and Corporate Governance Committee meets the independence requirements applicable to each such committee member prescribed by NASDAQ and the SEC. The Board has further determined that Mr.Messrs. Bickerstaff, Haimovitz, LaMarche and Mr. Wilson are “audit committee financial experts” as defined in the rules of the SEC.

The Nominating and Corporate Governance Committee or the independent members of our Board annually reviews the independence of all directors and reports its findings to the Board. The Nominating and Corporate Governance Committee or the independent members of our Board has reviewed each director’s status by applying the standards for director independence and the criteria to determine “audit committee financial expert” status and by evaluating self-evaluation questionnaires and other information supplied by each director or otherwise independently obtained. On the basis of this review, the Nominating and Corporate Governance Committee delivered a reportor the independent members of our Board made recommendations to our Board upon which our Board made its determinations of each director’s status.

In making these determinations, the Nominating and Corporate Governance Committee or the independent members of our Board considered that in the ordinary course of business, relationships and transactions may occur between the Company and its subsidiaries and entities with which some of our directors are or have been affiliated. In addition, each year the Committee evaluates, based on questionnaires completed by the directors, whether the directors have any conflicts of interest with the Company under our Conflict of Interest Policy, a copy of which is publicly available on the Investors section of our website athttp://investor.ariad.com under the heading “Corporate Governance.”

Majority Voting in Director Elections

OnIn April 28, 2014, we amended our Amended and Restated Bylaws to provide that our directors must be elected by a majority of votes cast in uncontested elections and by a plurality of votes cast in contested elections.

In connection with the April 2014 change, we adopted a director resignation policy as part of our Corporate Governance Guidelines. Under this policy, the Board will only nominate directors for election or re-election who have submitted an irrevocable letter of resignation that will be effective upon (1) their failure to receive the required number of votes for reelection at the next annual meeting of stockholders at which they face re-election and (2) acceptance of such resignation by the Board. If an incumbent director fails to receive the number of votes required for re-election, the Nominating and Corporate Governance Committee will act on an expedited basis to determine whether to accept the director’s resignation and will submit its recommendation for prompt consideration to the Board, who, with the director in question abstaining, will decide whether to accept the director’s resignation, taking into account such factors as it deems relevant. Such factors may include the stated reasons why stockholders voted against such director’s reelection, the qualifications of the director and whether accepting the resignation would cause us to fail to meet any applicable listing standards or would violate state law.

Board Committees

The Board currently has four standing committees: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee and the Science and Medicine Committee. We previously had an Executive Committee, but we eliminated the committee in February 2014. The Board created the Science and Medicine Committee in October 2013 to assist management in promoting, maintaining and continually enhancing ARIAD’s scientific excellence and clinical scholarship as fundamental corporate values and drivers of corporate success. Each committee meets periodically throughout the year, reports its actions and

recommendations to the Board, receives reports from senior management, annually evaluates its performance and has the authority to retain outside advisors in

its discretion. The primary responsibilities of each committee are summarized below and set forth in more detail in each committee’s written charter, which can be found on the Investors section of our website athttp://investor.ariad.com under the heading “Corporate Governance.”

Committee Responsibility Summary

Nominating and Corporate Governance Committee
v		Identifies and evaluates individuals to become directors.		CURRENT COMMITTEE MEMBERS:
v		Identifies and evaluates individuals to become directors.		NUMBER OF MEETINGS HELD IN 2015: 5 COMMITTEE MEMBERS IN 2015 AND THROUGH MAY 18, 2016: Athanase Lavidas, Ph.D. (Chair); Alexander J. Denner, Ph.D.; Jay R. LaMarche; and Wayne Wilson COMMITTEE MEMBERS FROM MAY 19, 2016 THROUGH JULY 20, 2016: Athanase Lavidas, Ph.D. (Chair); Alexander J. Denner, Ph.D.; Jules A. Haimovitz; Jay R. LaMarche; Sarah J. Schlesinger, M.D.; and Wayne Wilson COMMITTEE MEMBERS COMMENCING AS OF THE 2016 ANNUAL MEETING: Alexander J. Denner, Ph.D. (Chair); Jules A. Haimovitz; and Sarah J. Schlesinger, M.D.
v		Makes recommendations to the Board concerning the size, structure and composition of the Board and its committees.			Athanase Lavidas, Ph.D., Chair Jay R. LaMarche
v		Monitors the process to assess the Board’s effectiveness.			Wayne Wilson Alexander J. Denner, Ph.D.
v		Reviews and assesses the adequacy of our corporate governance, including our Corporate Governance Guidelines and our Board Conflict of Interest Policy.			OTHER COMMITTEE MEMBERS DURING 2014: None
v		Oversees matters relating to the independence (including potential conflicts of interest), education, operation and effectiveness of the Board and its committees.

Recommendations for Board Nominees; Board Diversity

The Nominating and Corporate Governance Committee may consider candidates for the Board recommended by stockholders, as well as by directors or officers or other appropriate sources. Persons recommended by stockholders will be considered on the same basis as candidates from other sources.

For all potential candidates, the Nominating and Corporate Governance Committee may consider any factors it deems relevant, including, among other factors, a candidate’s personal integrity and judgment, business and professional skills and experience, independence, knowledge of our industry and applicable laws, regulations and guidelines governing U.S. public companies, whether the director has any conflicts of interest under our Conflict of Interest Policy, diversity, the extent to which the candidate would fill a priority need on the Board, the willingness of the candidate to commit sufficient time and attention to his or her duties or responsibilities as a director of a public company and concern for the long-term interests of our stockholders. As part of this process, the proposed nominee will be required to complete our standard form of directors’ and officers’ questionnaire and the questionnaire under our Conflict of Interest Policy, which will be used by the Nominating and Corporate Governance Committee to evaluate the proposed candidate’s qualifications, independence, compliance with our Conflict of Interest Policy and other relevant considerations. In particular, under our Conflict of Interest Policy, the Nominating and Corporate Governance Committee will seek to ensure that there are no conflicts of interest that could substantially impact the candidate’s participation in regular Board decision-making. The factors

generally considered by the Nominating and Corporate Governance Committee are set out in our Corporate Governance Guidelines, which are publicly available on the Investors section of our website athttp://investor.ariad.com under the heading “Corporate Governance.”

We do not have a formal policy on diversity. However, in selecting a director nominee, the Nominating and Corporate Governance Committee considers issues of diversity among Board members and seeks to find a nominee whose talents, skills, expertise and background would complement those of the existing directors.

If a stockholder wishes to recommend a candidate for director for election at our 2016 Annual Meeting,2017 annual meeting, such a recommendation should be submitted in writing to the Nominating and Corporate Governance Committee, c/o Thomas J. DesRosier, Esq.,Corporate Secretary, ARIAD Pharmaceuticals, Inc., 26 Landsdowne Street, Cambridge, Massachusetts 02139-4234. Any such written recommendation should include a minimum of the following:

Any such recommendation should be submitted in the timeframe for stockholder proposals which are to be included in proxy materials for the 2016 Annual Meeting2017 annual meeting under the caption “Future Stockholder Proposals” at the end of this proxy statement.

Director Attendance at Board and Committee Meetings

During 2014,2015, the Board held 1311 meetings and the various committees of the Board held a total of 22 additional meetings. Each of our directors attended at least 75% of the meetings of the Board and committees on which the member served during the period the member was on the Board or committee. For purposes of this determination, actions taken by written consent of the Board or committees were not included.

Process for Determining Executive Compensation

As CEO, Dr. BergerOur Chief Executive Officer recommends compensation decisions involving our other officers and discusses these recommendations and related matters, including reviewing these officers’ performance, with the Compensation Committee. Dr. BergerOur Chief Executive Officer actively participates during Compensation Committee meetings to discuss compensation actions involving the Company’s executive leadership team.

The Compensation Committee determines Dr. Berger’sour Chief Executive Officer’s compensation in executive session, without Dr. Bergerthe Chief Executive Officer present, and makes recommendations to the Board, which then votes on these matters. How the Compensation

Committee reviews and sets executive compensation is described in more detail in the CD&A section located elsewhere in this proxy statement. The Chair of the Compensation Committee determines the agenda for its meetings in conjunction with Dr. Bergerthe Chief Executive Officer (except for executive sessions that Dr. Bergerthe Chief Executive Officer does not attend). At each meeting, the Compensation Committee has the opportunity to meet in executive session and does so when the Compensation Committee deems it necessary or appropriate.

Our Compensation Committee, or our Board of Directors at the recommendation of the Compensation Committee, makes all equity awards under stockholder-approved plans.plans and as inducement awards as permitted

by NASDAQ rules. When granted, stock options have an exercise price equal to the closing price of our common stock as quoted on the NASDAQ Global Select Market on the date of grant. Our Compensation Committee, or our Board of Directors at the recommendation of the Compensation Committee, also approves the other terms of the grants, including the vesting conditions, restrictions and term of the awards.

Grants of stock options or other equity awards to new employees, including executive officers, are generally approved at the first scheduled meeting of our Compensation Committee after such employees begin employment. Annual grants are generally approved in the first quarter of the fiscal year for performance in the prior year.

Independent Compensation Consultant

Our Compensation Committee retains an independent compensation consultant, Radford, an Aon Hewitt company (“Radford”), to provide information, advice and recommendations with respect to officer and director compensation. Radford has served as the Committee’s compensation consultant since September 2008.

For 20142015 and 20152016 compensation decisions, Radford provided advice on our peer group and an analysis of the competitiveness of our executive and director compensation programs (including our use of equity, pay-for-performance metrics, stock ownership analysis, and the retentive effect of our pay practices), and also assisted with the preparation of tally sheets quantifying the total compensation paid to our executive officers. At the request of the Compensation Committee, Radford provided advice, information and recommendations on the components and amounts of executive and director compensation that were set by the Committee. In addition, during 20142015 and to date in 20152016 Radford provided advisory services, not in excess of $120,000,$150,000, related to compensation programs for our non-executive officers, including the development of new equity compensation guidelines.

It is the Compensation Committee’s policy that the Chair of the Committee or, at times, the full Committee, pre-approve any additional services provided to management by our independent compensation consultant. Pursuant to SEC rules, the Compensation Committee has assessed the independence of Radford and the Radford account manager who advised the Compensation Committee. The Compensation Committee concluded that Radford’s work with and on behalf of the Compensation Committee did not raise any conflict of interest.

Compensation Committee Interlocks and Insider Participation

During the fiscal year ended December 31, 2014,2015, Drs. Lavidas and Riedel and Mr. Whelan, until his resignation from the Board on October 1, 2014,Ms. Protopapas (from December 2015) served as members of our Compensation Committee. In 2014,2015, none of our executive officers served on the board of directors or compensation committee of any entity that had one or more executive officers serving as a member of our Board or Compensation Committee. There are no family relationships between or among the members of our Board or executive officers.

Corporate Governance Guidelines

Our Corporate Governance Guidelines, which were developed and are overseen by the Nominating and Corporate Governance Committee, establish basic principles of corporate governance by which the Board

operates. These guidelines address selection, composition and independence of the Board, director compensation, majority voting in uncontested director elections and director resignation in the event of a failure to receive the required vote, evaluation of the performance of the Board and its committees, the structure and operations of the committees of the Board, the establishment and implementation of corporate governance guidelines, principles and practices, leadership development and succession planning.

Under our Corporate Governance Guidelines, if the Chief Executive Officer is also Chairman of the Board, the Board shall appoint one of the independent directors to serve in the role of Lead Director. His or her role is to support the independent directors in meeting their responsibilities as independent directors. As such, he or she is

responsible for oversight of those processes of the Board that independent directors are required to perform. In addition, he or she presides at meetings of the non-management directors. In January 2016, Mr. Wilson stepped down as our Lead Director upon the appointment of Dr. Denner to serve as the Chairman of the Board.

The Nominating and Corporate Governance Committee is responsible for the establishment, implementation and oversight of our Corporate Governance Guidelines, Conflict of Interest Policy for Board of Directors and other corporate governance guidelines, policies and practices. Our Corporate Governance Guidelines and Conflict of Interest Policy are publicly available on the Investors section of our website athttp://investor.ariad.com under the heading “Corporate Governance.”

The Board’s Leadership Structure

OurWe do not have a policy regarding the separation of the roles of Chairman of the Board and Chief Executive Officer, because the Board believes that it is in our best interests to make that determination based on the position and direction of the Company and the membership of the Board. However, since the beginning of 2016, the Board has appointed our CEO to alsodetermined that having an independent director serve as Chairman of the Board at this time. is in the best interests of our stockholders. Thus, the roles of Chairman of the Board and Chief Executive Officer are separated. This structure ensures a greater role for the independent directors in the oversight of the Company and their active participation in setting agendas and establishing Board policies, priorities and procedures. This structure also allows the Chief Executive Officer to focus on the management of our day-to-day operations.

Our Corporate Governance Guidelines require appointment of an independent Lead Director when the Chairman and CEOChief Executive Officer roles are combined.

Our Board believes combiningcombined, as was the Chairman and CEO roles provides an efficient and effective leadership model for ARIAD at this time. Factors included in reaching this decision include the particular growth stage of the Company, as well as the fact that combining the Chairman and CEO roles fosters clear accountability, effective decision-making and alignment on corporate strategy. A single Chairman and CEO provides strong and consistent leadership for the Company, without risking overlap or conflict of roles. Moreover, the Board believes thatcase since our CEO is the director best suited to lead the Board’s discussion and execution of strategy.

Ininception until January 2014, the independent members of the Board appointed2016. During 2015, Wayne Wilson as our Lead Director and in April 2015 the independent members of the Board re-appointed Mr. Wilsonserved as Lead Director. As Lead Director, Mr. Wilson iswas responsible under our Corporate Governance Guidelines for the following:

At the same time,In addition, to assure effective independent oversight, the Board has adopted a number of corporate governance practices, including:

A copy of our Corporate Governance Guidelines is publicly available on the Investors section of our website athttp://investor.ariad.com under the heading “Corporate Governance.”

The Role of the Board in Risk Oversight

As set forth in our Corporate Governance Guidelines, one of the Board’s functions is oversight of risk management, with a focus on the most significant risks facing the company including strategic, operational, financial, legal, regulatory and compliance risks. Risk is inherent in our business. As a result, significant risks are presented and discussed at regularly scheduled Board and committee meetings.

Management is responsible for identifying risk and risk controls related to significant business activities. The Board ensures that the Company’s approach to risk management is designed to support the achievement of organizational objectives, including strategic goals, to improve long-term organizational performance and enhance stockholdershareholder value. The Board’s review of our strategic objectives and plans is a key part of our Board’s assessment of management’s approach and tolerance to risk. A fundamental part of risk management is not only understanding the risks a company faces and what steps management is taking to mitigate those risks, but also understanding what level of risk is appropriate. In reviewing and affirming our business strategy, the Board assesses various risks, acceptable levels of risk and management’s mitigation of those risks. As part of its ongoing activities, the Board meets regularly with management to discuss our most significant risk exposures and ensures that the risks undertaken by management are consistent with the Company’s business strategy. A Board committee may also be responsible for oversight of specific risk topics.

The Audit Committee oversees risk management related to internal control over financial reporting, the Compensation Committee oversees risk management related to compensation programs, and the Science and Medicine Committee oversees risk management related to our dealings with the FDA and other similar regulatory agencies, as discussed in greater detail elsewhere in this proxy statement.

The Board reviews, at least twice annually, a detailed assessment of manufacturing and drug development activities of the Company based on application of Good Manufacturing Processes, Good Clinical Practices and Good Laboratory Practices.

Compensation Practices and Policies Relating to Risk Management

The Compensation Committee has assessed the Company’s compensation policies, practices and awards, including the use of performance shares, and has concluded that our compensation policies, practices and awards do not create risks that are reasonably likely to have a material adverse effect on the Company.

Our management assessed the Company’s compensation and benefits programs to determine if the programs’ provisions and operations create undesired or unintentional risk of a material nature, and reported its assessment to the Compensation Committee. We do not have any programs where a participant may be able to directly affect variability or timing of payout. Rather, our compensation programs include a combination of fixed base salaries, cash bonuses, long-term incentive awards, including performance-based compensation and employee retirement plans that are generally uniform in design and operation throughout the Company and with all levels of employees.

In 2012, we implemented a minimum stock ownership guideline for our CEO equal to six times his base salary, to be phased in over five years, as well as minimum stock ownership guidelines for the non-employee members of our Board of Directors. Dr. Berger met this guideline during 2015. Our new CEO already meetsdoes not yet meet the minimum stock ownership guideline.guideline, as he just joined us in 2016. In 2014, we increased the stock ownership guideline applicable to our non-employee directors to five times their annual cash compensation, up from three times. As with the original CEO requirement, the policy is phased in over five

years. As of December 31, 2014, all of our then servingOur non-employee directors already meet this guideline, with the exception of Sarah Schlesinger, whoMr. Bickerstaff, Mr. Haimovitz, and Ms. Protopapas, all of whom recently joined

the Board, are in early compliance with ourBoard. In February 2016, we implemented a minimum stock ownership guidelines.

guideline for our other executive officers equal to one times their base salary, to be phased in over five years. All of our named executive officers met this guideline, with the exception of Mr. DesRosier, who resigned from the Company in April 2016. We believe the adoption of such guidelines further aligns the interests of our CEO, our other executive officers and our Board of Directors with those of our stockholders.

We adopted an Incentive Compensation Recoupment Policy effective as of January 1, 2015. This recoupment (or “clawback”) policy goes beyond current regulatory requirements, and is based on principles that were jointly developed by six major pharmaceutical companies and 13 institutional investors as a best practice corporate governance strategy that seeks to strengthen board risk oversight and preserve long-term shareholder value. It provides the Compensation Committee with broad discretion to recoup certain incentive awards made to the Company’s executive officers in instances of material violations of law or a written Company policy by such executive officer, or by a subordinate employee, if the executive failed to supervise the subordinate, where the misconduct caused significant financial harm to the Company. Public disclosure of recoupment decisions will be made in compliance with the rules and regulations of the SEC and other applicable laws. Where the Company deems it appropriate, it may provide disclosure beyond that required by law. The policy can be found on the Investors section of our website athttp://investor.ariad.com under the heading “Corporate Governance.”

Based on the foregoing, we believe that our compensation policies, practices and awards do not create risks that are likely to have a material adverse effect on the Company as a whole. We also believe that our incentive compensation arrangements provide incentives that do not encourage risk-taking beyond the organization’s ability to effectively identify and manage significant risks, are compatible with our effective internal controls and our risk management practices, and are supported by the oversight and administration of the Compensation Committee with regard to executive compensation programs.

Corporate Code of Conduct and Ethics

Our Corporate Code of Conduct and Ethics applies to all of our employees and directors. Any changes in or waivers from our Corporate Code of Conduct and Ethics will be included in a Current Report on Form 8-K within four business days following the date of the change or waiver, unless website posting of the amendments or waivers is then permitted by the rules of The NASDAQ rules.Stock Market LLC (“NASDAQ”). Our Corporate Code of Conduct and Ethics is publicly available on the Investors section of our website athttp://investor.ariad.com under the heading “Corporate Governance” and is also available upon request, without charge, by contacting us at (617)  503-7028494-0400 or through an e-mail request to Investor.Relations@ariad.com.investor@ariad.com.

Stockholder Communications with the Board

Generally, stockholders who have questions or concerns should contact our Investor Relations department at (617) 494-0400, extension 2208.494-0400. However, any stockholders who wish to submit written communications to the Board or any individual director should send their communications to our Secretary at ARIAD Pharmaceuticals, Inc., 26 Landsdowne Street, Cambridge, MA 02139-4234. Communications will be distributed to the Board, or to any individual director or directors as appropriate, depending on the facts and circumstances outlined in the communications. Items that are unrelated to the duties and responsibilities of the Board may be excluded, such as junk mail and mass mailings, resumes and other forms of job inquiries, surveys and solicitations or advertisements. In addition, any material that is unduly hostile, threatening or illegal in nature may be excluded, provided that any communication that is filtered out will be made available to any director upon request.

Director Attendance at the Annual Meeting

Under our Corporate Governance Guidelines, we expect all incumbent directors, as well as all nominees for election as director, to attend our annual meetings of stockholders. AllSeven of our nine incumbent directors attended the annual meeting of stockholders in 2014.2015 via teleconference.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Related Person Transactions Approval Policy

All related person transactions are reviewed and approved in advance by our Audit Committee or other independent body of our Board. In general, a related person transaction is defined as any transaction (other than setting compensation) in which we or any subsidiary or affiliate is a participant and in which any of the following persons has or will have a direct or indirect material interest: our executive officers, our Board members and nominees, beneficial holders of more than 5% of our securities, immediate family members of any of the foregoing persons and any other persons who the Board determines may be considered to be related persons as defined by the rules and regulations of the SEC.

Our Audit Committee or its chair or other independent body of our Board, as the case may be, will approve only those related person transactions that are determined to be in, or not inconsistent with, the best interests of our CompanyARIAD and our stockholders, taking into account all available facts and circumstances as it determines in good faith to be necessary. These facts and circumstances will typically include, but not be limited to, the benefits of the transaction to us and our stockholders, the impact on a director’s independence in the event the related person is a director or nominee, an immediate family member of a director or nominee, or an entity in which a director or nominee is a partner, stockholder, or executive officer, the availability of other sources for comparable products or services, the terms of the transaction and the terms of comparable transactions that would be available to unrelated third parties or to employees generally. No member of our Audit Committee or our Board will participate in any review, consideration or approval of any related person transaction with respect to which the member or any of his or her immediate family members or other business affiliates is the related person.

In reviewing and approving such transactions, our Audit Committee or other independent body of our Board will obtain, or will direct management to obtain on its behalf, all information that it believes to be relevant and important to its review of the transaction prior to approval. Following receipt and review of the necessary information, a discussion will be held of the relevant factors deemed to be necessary prior to approval. If a discussion is not deemed to be necessary, approval may be given by unanimous written consent of our Audit Committee or other independent body of our Board. This approval authority may also be delegated to the chair of our Audit Committee in some circumstances. No related person transaction shall be entered into prior to completing these procedures.

Our policies as described above are included in the Audit Committee Charter as approved by our Audit Committee and our Board. As required under SEC rules, transactions that involve an amount in excess of $120,000, in which the Company iswe are a participant and a related person is determined to have a direct or indirect material interest, are disclosed in our annual report on Form 10-K and/or proxy statement.

Transactions with Related Persons

We have no related person transactions to report.

Indemnification

We indemnify our directors and our executive officers to the fullest extent permitted by law so that they will be free from undue concern about personal liability in connection with their service to the Company. This is required under our Amended and Restated Bylaws, and we have also entered into agreements with those individuals contractually obligating us to provide this indemnification to them.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as of June 15, 2015, certain informationMay 20, 2016 with respect to (i) each person (including any “group” as defined in Section 13(d)(3) of the Exchange ActAct) known to us to own beneficially more than 5% of our common stock, (ii) each of our directors and director nominees, (iii) each executive officer named in the Summary Compensation Table under “Executive Compensation” (referred to as our NEOs), and (iv) all of our current directors and executive officers as a group. In accordance with the rules promulgated by the SEC, such ownership includes shares currently owned, as well as shares that the named person has the right to acquire within 60 days of June 15, 2015,May 20, 2016, including, but not limited to, shares that the named person has the right to acquire through the exercise of any optionoptions and restricted stock units that will be vested as of that date. Except as otherwise indicated, the stockholders listed in the table have sole voting and investment powers with respect to the common stock shown as beneficially owned. Percentage ownership is based on 188,643,485191,453,793 shares of common stock outstanding as of June 15, 2015.May 20, 2016.

(2)	This information is based solely on information contained in a Schedule 13G/A filed with the SEC on January 25, 2016 by BlackRock, Inc. The shares are held by various subsidiaries of BlackRock, Inc. that have voting and dispositive power over the shares, as detailed in the filing.

(3)

The information regarding Sarissa Capital Management LP is based solely on information contained in a Schedule 13D/A filed with the SEC on August 20, 2014 by Sarissa Capital Management LP. The information regarding Dr. Denner is based on the information contained in the August 20, 2014 Schedule 13D/A and also includes shares that Dr. Denner beneficially owns as a result of receiving awards for serving on our Board, including 37,50090,625 shares issuable upon the exercise of stock options.options and vesting of restricted stock units. The shares reported in the Schedule 13D/A are held by various affiliates of Sarissa Capital Management LP, including Dr. Denner, that have voting and dispositive power over the shares, as detailed in the filing. By virtue of his position as the Chief Investment Officer of Sarissa Capital Management LP and as the managing member of Sarissa Capital Management LP’sCapital’s general partner and as controlling the ultimate general partner of each of the Sarissa funds,Funds, Dr. Denner may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the 12,850,000 shares held by Sarissa funds.Funds.

EXECUTIVE OFFICERS

Executive Officers

The following table sets forth certain information regarding our executive officers as of June 8, 2016, including their ages as of the Annual Meeting.that date.

For biographical information pertaining to Dr. Berger,Mr. Panayiotopoulos, who is a director and executive officer of the Company,ARIAD, see the section inof this proxy statement entitled “Board of Directors.”

Timothy P. Clackson, Ph.D.has served as our President of Research and Development and Chief Scientific Officer since June 2010. Previously, he served as2010 and our Senior Vice President and Chief Scientific Officer since September 2003. Previously, he served in a series of senior scientific leadership roles, and has been an officer of the Company since June 2000. Prior to joining us in December 1994, Dr. Clackson was a postdoctoral fellow at Genentech, Inc., a biotechnology company, from September 20031991 to June 2010.1994. Dr. Clackson is on the Board of Directors of MassBio. He received his B.A. degree in Biochemistry from the University of Oxford, and his Ph.D. degree in Biology from the University of Cambridge.

Edward M. FitzgeraldManmeet S. Soni has served as our Executive Vice President, Chief Financial Officer and Treasurer since June 2010.March 2016. Previously, he served as our Senior Vice President,Chief Financial Officer of Pharmacyclics, Inc., a biopharmaceutical company, where he was responsible for all finance, procurement, information technology and human resources functions until its acquisition by AbbVie, Inc. in May 2015. He first joined Pharmacyclics in September 2012 as corporate controller and served in various roles prior to being appointed as Chief Financial Officer and Treasurer in February 2014. Previously, Mr. Soni worked at ZELTIQ Aesthetics Inc., a publicly held medical technology company, from May 2002January 2012 to June 2010.

Martin J. Duvallhas served as our Executive Vice President, Chief Commercial Officer since December 2013, having served as our Senior Vice President, Commercial Operations since September 2011. Previously, from 2010 to 2011,2012, where he served as Controller and Senior Vice PresidentDirector of Finance. Prior to ZELTIQ, Mr. Soni worked at PricewaterhouseCoopers in San Jose, CA from June 2007 to January 2012 in the Life Science and General ManagerVenture Capital Group. Prior to that, he worked at PricewaterhouseCoopers India providing audit and assurance services. Mr. Soni currently serves on the board of the global oncology franchise at Merck & Co., Inc., a global healthcare company. From 2009 to 2010, Mr. Duvall led global marketing and commercial operations at Abraxis Bioscience, Inc., an immunochemistry products manufacturing company. From 2004 to 2009, Mr. Duvall held roles leading commercial operations, commercial development and oncology strategy for MGIGenoscience Pharma, Inc., a biopharmaceutical company, and its acquirer, Eisai Pharmaceuticals, a global pharmaceutical company.

Thomas J. DesRosier, J.D. has served as our Executive Vice President, Chief Legal and Administrative Officer and Secretary since January 2015. Previously, he served as Executive Vice President, Chief Legal and Administrative Officer and Secretary of Cubist Pharmaceuticals, Inc., a biopharmaceutical company, from 2014 to 2015 and as Senior Vice President, Chief Legal Officer and Secretary from 2013 to 2014. Before that, Mr. DesRosier served as Senior Vice President, General Counsel North America of Sanofi, a global biopharmaceutical company, from 2011 to 2013. From 1999 to 2011, Mr. DesRosier held several increasing leadership roles within the legal group of Genzyme Corporation, a biotechnology company culminating in France targeting cancer stem cells for innovative therapies. He graduated from Hansraj College at Delhi University in India. He is a Certified Public Accountant, licensed in the State of California. He also completed his role as Senior Vice President, Chief Legal Officer.Chartered Accountancy from the Institute of Chartered Accountant of India.

Daniel M. Bollag, Ph.D. has served as our Senior Vice President, Regulatory Affairs and Quality since January 2009. He previously was Vice President, Regulatory Affairs for Genzyme Corporation from 2006 to 2008.

Maria E. Cantor has From 2002 to 2006, Dr. Bollag held multiple positions at Sanofi-Aventis Pharmaceuticals, including Associate Vice President, Global Regulatory Domain Head, Associate Vice President, Global Regulatory Therapeutic Area Head, and Director, U.S. Regulatory Liaison. Dr. Bollag also served as ourDirector, Project Planning and Management at the Bristol-Myers Squibb Pharmaceutical Research Institute from 2000 to 2002. Earlier in his career, from 1991-2000, he held positions at Merck Research Laboratories including Senior Vice President, Corporate Affairs since January 2012. Previously, she served as our Vice President, Corporate CommunicationsProject Manager, Project Planning and Investor Relations since July 2008. Ms. CantorManagement, Project Manager, and Senior Research Biochemist, Pharmacology. Dr. Bollag completed a post-doctoral fellowship at Princeton University, and received his Ph.D. degree in Biochemistry from Cornell University. He earned his B.S. degree in Science and B.A. in French at Pennsylvania State University.

held several positions of increasing responsibility at Genzyme Corporation from 2001 to 2008, most recently serving as Senior Director, Corporate Communications.

Hugh M. Cole has served as our Senior Vice President and Chief Business Officer since March 2014. Previously, from 2007 to 2014, Mr. Cole held management positions at Shire Pharmaceuticals, a biopharmaceutical company, most recently as Senior Vice President, Strategic Planning and Program Management and, previously, as a global franchise head, and before that, as Vice President, Business Development. Previously he held senior positions in business and corporate development at Oscient Pharmaceuticals (formerly, Genome Therapeutics), a pharmaceutical company, and business development and strategy positions at Millennium Pharmaceuticals, a biopharmaceutical company, and its affiliates. Mr. Cole earned a Bachelor of Arts in Chemistry from Harvard University in Cambridge, MA and his MBA in Health Care Management and Finance from the Wharton School in Philadelphia.

Frank G. Haluska, M.D., Ph.D.Jayne M. Gansler has served as our Senior Vice President, Clinical Research and Development and Chief Medical OfficerHuman Resources since January 2012, having held the position ofJune 2016. Previously, Ms. Gansler served as Senior Vice President, and Chief Medical Officer since June 2010. Previously, heGlobal Head of Human Resources for Genzyme, following its acquisition by Sanofi S.A., a global pharmaceutical company, from 2011 to 2015. Prior to that time, Ms. Gansler was Senior Vice President, Global Human Resources for Genzyme Corporation from 2002 until 2011. Prior to joining Genzyme, Ms. Gansler spent over 15 years with Johnson & Johnson Corporation in a variety of senior human resources roles. Ms. Gansler earned her B.A. in Human Resource Management from the University of Massachusetts, Amherst.

Jennifer L. Herron has served as our Executive Vice President, Clinical Affairs fromChief Commercial Officer since May 2009 to June 2010,2016. Ms. Herron joined ARIAD after a ten-year career at Bristol-Myers Squibb Company (BMS), a global pharmaceutical company, where she served most recently as Lead, Commercial Transformation and Operating Model. Previously, Ms. Herron served in various roles of increasing responsibility at BMS, including as Vice President, Clinical ResearchU.S. Immunology from July 20082014 to May 2009,2016; as General Manager in Puerto Rico and Senior Medicalthe Caribbean from 2012 to 2014; as Executive Director, U.S. Commercial Operations, from October 20072010 to July 2008.2012; and in several commercial leadership roles in oncology from 2006 through 2009. Prior to joining BMS, Ms. Herron served in marketing roles in oncology for both Novartis and GSK/SmithKline Beecham, and began her pharmaceutical career as a clinical research associate at Boehringer Mannheim Pharmaceuticals. Ms. Herron earned her B.A. in Biology and Economics from Lehigh University and her M.B.A. from Georgetown University.

EXECUTIVE COMPENSATION

Message from the Compensation Committee

As members of ARIAD’s independent Compensation Committee, we seek strong alignment of executive compensation with Company performance and long-term shareholder value, and incorporate shareholder input into our decision-making process.

Based on shareholder feedback, including through the results of the 2014 say-on-pay vote, as well as consideration by us as to how to strengthen alignment with performance, the Company has made a number of enhancements to its compensation policies and practices, which include:

The enhancements are in addition to other recent changes we made to our compensation programs, including:

We continue to work to attract and retain world-class talent while managing costs, including the dilution associated with the issuance of equity as compensation. ARIAD historically has used equity compensation much more broadly than our peers, at all levels of the organization, and at the same time has managed our annual equity usage to conservative levels well below the median of our peer group.

We appreciate the constructive feedback we have received from shareholders. We are committed to giving shareholders a voice in the compensation process.

Norbert G. Riedel, Ph.D., Chair

Athanase Lavidas, Ph.D.

Compensation Discussion and Analysis

The following Compensation Discussion & Analysis (“CD&A”) describes the background, objectives and structure of our 2015 executive compensation programs. This CD&A is intended to be read in conjunction with the tables following the Compensation Committee Report, which provide further historical compensation information for our named executive officers (“NEOs”):

Our long-term success has been made possible in large measure by our ability to attract, retain and motivate talented and experienced individuals across all areas of our business, including our senior executives. OurIn 2015, our NEOs for 2014 were the following:were:

I. Executive Summary

BUSINESS OVERVIEW

ARIAD is a globalan orphan oncology company focused on transforming the lives of cancer patients with breakthrough medicines. Our mission is to discover, develop and commercialize small-molecule drugs to treat cancer in patients with the greatest unmet medical need—aggressive cancers for which current therapies are inadequate. We are focusedworking on value-driving investments in commercialization, researchnew medicines to advance the treatment of various forms of chronic and developmentacute leukemia, lung cancer and new business development initiatives that we expect will lead to sustained profitability beginning in 2018 and increased shareholder value.other difficult-to-treat orphan cancers.

We currently are commercializing or developing the following three products and product candidates:

COMPANY PERFORMANCE HIGHLIGHTS

2014 was an important year for ARIAD as wehas made significant progress across all aspectsin our business since the start of our business:2015:

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The partnership with Otsuka is an important step in expanding the global commercial reachIn exchange for these payments, we agreed to pay PDL a mid-single digit royalty on future sales of Iclusig.Iclusig until PDL receives a fixed internal rate of return

The previous year, 2013, was challenging for ARIAD, even though we achieved our key strategic objectives in the first three quarters of the year. These achievements included initial commercial launch of Iclusig in the United States, marketing authorization for Iclusig by the European Commission as an orphan drug medicinal product and the commencement of sales in Europe. However, in October 2013 the FDA placed a partial clinical hold on all additional patient enrollment in clinical trials of Iclusig and issued several Drug Safety Communications. On October 31, 2013, we temporarily suspended marketing and commercial distribution of Iclusig in the United States, in response to a request by the FDA, while we negotiated an update to the prescribing information and a risk mitigation strategy.

Following the suspension of commercial distribution of Iclusig in the United States, ARIAD management worked with the FDA to gain re-approval of Iclusig and resume commercial distribution of the drug. On December 20, 2013, we obtained FDA approval to resume marketing and commercial distribution of Iclusig with revised prescribing information and shortly thereafter resumed marketing and commercial distribution. We believe that the resumption of marketing and commercial distribution less than two months after suspension is much quicker than is typical and represents a significant achievement of the ARIAD management team.

EXECUTIVE COMPENSATION PHILOSOPHY

Our compensation philosophy has three fundamental objectives:

ALIGNMENT OF COMPENSATION COMPONENTS WITH COMPANY PERFORMANCE

Our compensation plan for our CEO and Other NEOs incorporates three primary sources: base salary, annual performance awards and long-term equity incentives. The annual performance awards and long-term equity incentives are variable and highly performance-based, while our perquisites are minimal.

Structural Alignment of Pay with Performance

Our Compensation Committee is strongly committed to alignment of senior executive compensation with value creation for our shareholders:

The following table summarizes the key components of each our NEO’s compensation for 2014 and our Other NEO’s compensation for 2015:

STOCKHOLDER OUTREACH

At our 2015 annual meeting, approximately 56% of votes cast by our stockholders supported our say-on-pay proposal. This result was lower than we anticipated. As a result, we prioritized our stockholder engagement program. Following the 2015 annual meeting, we reached out to the majority of our top 20 stockholders and offered to discuss our executive compensation practices in detail. Our outreach efforts led to constructive conversations with the majority of our top 10 stockholders and almost 60% of our top 20 stockholders. These conversations allowed us to gain insight and outside perspective on our executive compensation program.

We also met with two leading proxy advisory firms to gather their perspectives.

Overall, the feedback we received from stockholders regarding our compensation program was overwhelmingly positive, particularly with respect to the design of our new CEO’s compensation package. However, our stockholders did express some areas of concern. The following chart summarizes our responses to the key areas of concern expressed by our stockholders.

Realizable Pay Demonstrates Alignment

Our stock price increased substantially in the past five years, but with significant volatility. It increased by 124%, 140% and 57% in 2010, 2011 and 2012, respectively. 2013 was a particularly volatile year, with a sharp stock price decline of almost 90% after the temporary suspension of marketing and distribution of Iclusig in the U.S. in the fall of 2013, followed by an increase of more than 150% from its price nadir by the end 2013. In aggregate, over the five years ended December 31, 2014, our annualized TSR was 25%.

The following chart compares our cumulative TSR over the last five years with both the total reported grant date fair value compensation of our CEO (disclosed pay per the Summary Compensation Table from this proxy statement and our prior proxy statements) and “realizable” CEO pay, which reflects cash plus the value of equity grants measured at year end:

As demonstrated above, the realizable compensation awarded to our CEO has strongly tracked TSR over the same period, consistent with our objective to align the interests of our executives and shareholders. In addition, a more significant portion of 2014 realizable pay is derived from performance shares than in prior years.

To further assess the degree of alignment between our CEO’s pay and performance, the Compensation Committee also considers “realizable” pay relative to our peer group. The following chart shows the five-year relative shareholder return and realizable pay against those of ARIAD’s 2014 peer group for the five years ended December 31, 2013. The information for the five-year period ended December 13, 2013 is the most current public information available for most of ARIAD’s peers. The line titled “Pay and Performance Aligned” represents the points at which relative performance equals relative pay. If a company is delivering higher relative performance than relative pay, it will appear above the line, and conversely will appear below the line for lower relative performance compared to relative pay.

As demonstrated above, we believe that the compensation awarded to our CEO in the last five years displays a strong connection to our TSR performance relative to the companies in our peer group. As you can see in the table above, ARIAD’s performance for the five years ended December 31, 2013 (denoted “ARIA 2013”) was at the 99^th percentile relative to its peers, while realizable pay was only at the 28^th percentile. ARIAD’s performance for the five years ended December 31, 2014 ranks at the 60^th percentile, with CEO realizable pay for that period at the 52^nd percentile as compared with peer CEO realizable pay for the five years ending December 31, 2013.

Disciplined Approach to CompensationKEY COMPENSATION DECISIONS AND OUTCOMES SINCE 2015

Our NEO compensation is based on clear, measureablemeasurable goals related to Company and individual performance. The Compensation Committee sets performance objectives that are designed to be challenging but achievable. Annual performance awards and long-term equity incentive compensation levels are determined based on pre-determined, measurable corporate objectives and individual performance reviews. The Company’s performance shares, which comprise a higher percentage of long-term compensation relative to our peers, possess a second layer of objective metrics that must be achieved before realization.

At the beginning of each year, our Compensation Committee evaluates management’s progress towards each corporate objective for the prior year. Specific corporate objectives for 2013 and 20142015 are set forth in detail below in Part IV under the heading “Executive Compensation Determinations – Determinations—Evaluation of Company Performance

Against Corporate Objectives.” NEOs are further evaluated based on detailed self and peer evaluations, as well as the CEO’s review and evaluation of all of these assessments and overall evaluation of performance for each officer for the year. Performance ratings of each NEO are based on both achievement of these corporate objectives and these evaluations of individual performance, which our Compensation Committee uses to determine our executives’ annual performance awards, long-term equity incentive grants and base salary increases.

In addition, the Compensation Committee has adjusted compensation when appropriate to further align pay with performance. In 2014, in light of the FDA action and the resulting impact on our stockholders, the Compensation Committeewe have made the following decisions:important changes to our compensation program since the beginning of 2015:

Employment Agreements with CEO and CFO

Paris Panayiotopoulos was appointed President and CEO of the Company effective January 1, 2016. Mr. Panayiotopoulos’ employment agreement provides for a three-year term with the following compensation approved by the Compensation Committee, in consultation with its independent compensation consultant, Radford:

Manmeet S. Soni was appointed Executive Vice President, CFO and Treasurer of the equity awardedCompany effective March 21, 2016. Mr. Soni’s employment agreement provides for a three-year term with the following compensation approved by the Compensation Committee, in 2013consultation with its independent compensation consultant, Radford:

The Compensation Committee seeksdetermined these terms were appropriate and fair given the experience and value Mr. Panayiotopoulos and Mr. Soni bring to the Company. Additionally, the Compensation Committee determined the one-time payments disclosed above were necessary and appropriate measures to attract Mr. Panayiotopoulos and Mr. Soni, and to reimburse them in part for their expenses related to joining the Company and pending near-term payments at their previous employers. Lastly, the Compensation Committee believes the equity components help to align their interests with those stockholders.

EXECUTIVE COMPENSATION PHILOSOPHY

Our compensation philosophy has three fundamental objectives:

ALIGNMENT OF COMPENSATION PROGRAM CHANGESCOMPONENTS WITH COMPANY PERFORMANCE

Over the past yearOur compensation plan for our CEO and other NEOs, which we have discussedrefer to as our Other NEOs, incorporates three primary sources: base salary, annual performance awards and long-term equity incentives. In 2015, executive compensation programpay packages continued to emphasize our pay-for-performance philosophy through a heavy reliance on annual performance awards and corporate governance more generally with a substantial number of our shareholders. We will continue to engage with our investors to discuss their concernslong-term equity incentives which are variable and potential ways to refine our executive compensation program. Recent changes to our compensation program include:highly performance-based.

Recent Program Changes		Description/Rationale
More strongly aligned long-term equity incentives with Company performance by adding relative TSR metric to 2015 performance share grants		Provides a direct link in the long-term equity incentive plan to long-term stock price
Enhanced CD&A disclosure		Provides our shareholders with additional information regarding performance targets and associated levels of payouts under our performance share grants
Adopted robust recoupment (clawback) policy based on principles developed by 13 institutional investors (led by the UAW Retiree Medical Benefits Trust) and six major pharmaceutical companies		Provides broad discretion for the Compensation Committee to recover any equity or equity-based award or any cash performance or incentive compensation if a material violation of law or written Company policy causes significant financial harm to the Company. Goes beyond Sarbanes-Oxley and Dodd-Frank Acts relating to material misstatements in financial statements.
Strengthened stock ownership guidelines for non-employee directors		Requires non-employee directors to hold stock worth at least five times annual cash compensation, increased from three times

Our pay mixes for 2015 are affected by two items worth noting. The first is for our CEO, Dr. Harvey Berger, who received only RSUs in 2015 pursuant to the terms of his Retirement Agreement. The second is the time-based stock option grant made to one NEO, Thomas J. DesRosier, Esq. in 2015 in connection with the commencement of his employment. Removing his option grant would effectively make the balance between RSUs and performance shares for our Other NEOs to be 50/50 in 2015.

The following additional changes were madeOur Compensation Committee considers this mix of compensation elements to be critical in driving our “pay-for-performance” philosophy. As displayed in the graphics above, the vast majority of our executives’ compensation packages are delivered in either in 2014annual performance awards or in prior years, demonstratinglong-term incentive compensation with value contingent on the achievement of specific performance targets, appreciation of our stock value, or both.

Structural Alignment of Pay with Performance

Our Compensation Committee’s commitmentCommittee is strongly committed to continuously improving thealignment of senior executive compensation programwith value creation for our stockholders:

Realizable Pay Demonstrates Alignment

There has been significant volatility in our stock price over the past five years. It increased by 140% and 57% in 2011 and 2012, respectively. 2013 was a particularly volatile year, with a sharp stock price decline of almost 90% after the temporary suspension of marketing and distribution of Iclusig in the United States in the fall of 2013, followed by an increase of more than 150% from its price nadir by the end 2013. In 2014 and 2015, our stock has held steady with minimal variation. In aggregate, over the five years ended December 31, 2015, our annualized TSR was 23%.

The following chart compares our cumulative TSR over the last five years with both the total reported grant date fair value compensation of our CEO (disclosed pay the Summary Compensation Table from this filing* and our prior filings) and “realizable” CEO pay, which reflects cash plus the value of equity grants measured at year end:

STRONG COMPENSATION GOVERNANCE AND PRACTICES

The following are characteristics of our compensation program that demonstrate its strong governance principles:

II. Components of Executive Compensation

Our compensation plan for our NEOs incorporates three primary sources: base salary, annual performance awards and long-term equity incentives. We emphasize variable, long-term, performance-based compensation for our most senior executives, in line with their level of responsibility for and impact on our results. We intend for total compensation to vary based on progress towards achievement of corporate, departmental and team objectives, as well as individual performance goals. The mix of long-term equity incentive awards (including the value of unrealized performance shares awarded at target level), annual performance awards and base salary for 2014 is set forth below for our CEO and the median CEO of our 2014 peers:

Our Compensation Committee considers the mix of the elements of compensation discussed above to be critical in driving our “pay-for-performance” philosophy. The vast majority of our executives’ annual compensation is delivered in either annual performance awards or long-term incentive compensation with value contingent on the achievement of specific performance targets, appreciation of our stock value, or both. In 2014, more than 85% of our CEO’s pay mix was comprised of performance-based compensation via our annual performance awards and grants of restricted stock units and performance shares. Only 15% of our CEO’s pay was delivered via “guaranteed” compensation in the form of his base salary versus 18% for our 2014 peers.

Type		Element		Performance Period		Objective		Performance measured and/or rewarded for 2015 and  2016
Fixed		Base Salary		Annual		Fixed pay, to recognize an individual’s role and responsibilities		Reviewed annually and set based on market competitiveness, individual performance and internal equity considerations
Performance-based		Annual Bonus		Annual		Variable pay component, to reward achievement of annual financial, operating and individual pre-set goals		—   Corporate Objectives —   Individual Performance Metrics See “Annual Performance Award Compensation” below
Performance-based		Performance Shares		Long-Term		Supports the achievement of the Company’s three-year financial and strategic objectives		—   Research and Development Goals (2015 only) —   Commercial Goals (2015 only) —   Relative TSR
Performance-based		Restricted Stock Units		Long-Term		Supports retention and the creation of long-term sustained shareholder value		Reviewed against market practice and the equity pool to ensure competitive delivery aligned with long-term share ownership
Performance-based		Stock options (2016)		Long-Term		Supports a focus on increasing share price over the long-term		Long-term stock price appreciation

BASE SALARY

Base salary is intended to provide a fair and competitive base level of compensation that reflects job function, organizational level, experience and tenure and sustained performance over time. On an annual basis, our executives are eligible for a salary increase. The amount of this increase, if any, is determined by our Compensation Committee, and recommended to our Board for approval in the case of our CEO. Any target salary increase is based on on:

The executive’s performance rating leads to the application of a performance multiplier, which, in conjunction with peer information, directly influences the actual salary adjustment. Adjustments to base salary levels typically are made in the first quarter of each year and are paid retroactively to January 1^st of that year. Our

In 2015, the NEOs did not receive anyreceived an average base salary adjustment of 2.3%. As previously mentioned, due to several factors including Company performance, stockholder feedback, and market analysis, the Compensation Committee decided to freeze base salaries and give no merit increases in 2014to the NEOs for 2013 performance.2016.

VARIABLE AND PERFORMANCE-BASED COMPENSATION

We believe that one of the most important motivators for our executives is the opportunity to earn compensation greater than the established targets by exceeding applicable performance requirements. We accomplish this through a system of “performance multipliers” that reward exceptional performance at substantially higher levels than performance that merely meets requirements of the position.

Under our performance multiplier approach, the level of performance of each executive, in conjunction with the level of achievement of our corporate goals, directly influences such executive’s base salary, annual performance award and long-term equity incentive award relative to target awards. Our Compensation Committee established in 2013 the following performance multiplier scale, for fiscal 2014 and 2015, which was recommended to the Board for approval for purposes of our CEO’s compensation:NEO’s compensation. In 2015, our average NEO performance rating was 3.6, generally resulting in below target (100%) awards.

Over the last four years, the median annual performance award multiplier for our current NEOs was 83%.

ANNUAL PERFORMANCE AWARD COMPENSATION

Annual performance awards are intended to reward our executive officers for achievement of corporate, individual and key leadership and management objectives on an annual basis. Our Compensation Committee annually establishes target annual performance awards for different tiers of executives, which are expressed as a percentage of base salary. These target awards are then adjusted for each executive through the application of a performance multiplier based on the individual executive’s performance rating for the year. No annual performance awards were paid to our NEOs for 2013 performance.

Annual performance awards to our NEOs for 20142015 performance were paid in cash and were established in accordance with the annual performance targets for all our executives. Targeted annual awards for 2015 and 2016 were as follows:

2015 Results

In early 2016 our CEO and Other NEOs were awarded annual performance awards in connection with meeting their 2015 performance objectives described above, as well as an evaluation of their individual performance. Annual performance awards are set at an annual target percentage of salary.

LONG-TERM EQUITY INCENTIVE COMPENSATION

Long-term equity incentive awards are intended to reward our executive officers for achievement of corporate, individual and key leadership and management objectives. In addition, such awards are intended to align the interests of all of our executive officers with those of our shareholders,stockholders, promote progress toward achieving our long-term strategy and assist in long-term retention of our executive officers. As such, long-term equity incentive awards for our executive officers are made in the form of performance shares, restricted stock units and/or stock options.

Performance shares are earned on the achievement of one or more key corporate objectives or metrics and, once achieved, are subject in certain cases to further time-based vesting to promote retention. Our restricted stock units generally vest annually over three years, and our stock options generally vest over four years.

Based on 2014 performance assessments, our Compensation Committee awarded the following equity grants to our executives in April 2015:

In 2014, our CEO’s long-term equity incentive award consisted 52% ofApril 2015, Dr. Berger entered into a Retirement Agreement with the Company pursuant to which Dr. Berger was granted restricted stock units and 48%with respect to 345,000 shares of performance shares.

Performance shares

Descriptionscommon stock, which vested upon his retirement on December 31, 2015. For more details regarding Dr. Berger’s Retirement Agreement, see the subsection of historical performance shares are set forth below. Performance shares that remain outstanding are described in the subsectionthis filing captioned “Narrative to Summary Compensation Table and Grants of Plan-Based Awards in 2014 Table”2015 Table—Dr. Berger’s Retirement Agreement.”

2015 Performance Shares

For the performance shares granted in early 2015, the number of shares earned ranged from 0% to 160% of the target amount, with the actual number of shares earned and detailedthe vesting schedule varying depending on the degree of achievement of the various goals. Based upon the Company’s strategic imperatives for 2015, our Compensation Committee determined that the most appropriate performance share structure would continue to balance the underlying pillars of the business—commercial and R&D. In addition, our Compensation Committee determined to further align executive pay directly with shareholder returns through the introduction of a relative TSR metric. For 2015, our Compensation Committee continued to utilize an equity model that targets approximately 50% of long-term equity incentives in the Outstanding Equity Awardsform of performance shares.

The R&D goal focused on the achievement of 50% enrollment in the OPTIC-2L randomized second line trial of Iclusig vs. nilotinib, as a means to further potential market opportunity for Iclusig, to be achieved no later than June 30, 2018.

The Commercial goal was based on fiscal year 2015 Iclusig revenue, as a means to emphasize the importance of executing on Iclusig product sales to lay the foundation for future commercial success. The target (100%) payout for the award was directly aligned with the Company’s initial 2015 financial guidance of $130 to $140 million of net product revenues. Threshold performance for the award was $115 million (earning 50% of target payout) with stretch performance defined as revenue in excess of $140 million (earning 160% of target payout). Despite lower revenue guidance in December 2015 and final 2015 Iclusig revenue at December 31, 2014 table.less than the threshold target, the Compensation Committee did not adjust revenue targets for these performance shares. As such, and as certified by the Compensation Committee in February 2016, the revenue target was not achieved and none of these shares were earned.

The relative TSR goal is designed to ensure that executives have direct alignment with ARIAD’s stock price performance, in comparison to the broader industry’s stock performance. ARIAD’s stock price performance will be measured against component companies in the NASDAQ Biotechnology Index, which is the life sciences index most highly correlated with ARIAD, and a frequent index used for this type of program structure. The payouts of this objective are described in more detail below.

The objectives of the 2015 performance shares are set forth below:

Payouts for the relative TSR metric against the components of the NASDAQ Biotechnology Index are set forth below:

History of Performance Shares at ARIAD

Performance-based equity has been a mainstay in the ARIAD executive officer compensation program since 2011. Given the stage ofvarious growth stages our Company has gone through over the Companypast five years, our performance metrics have evolved accordingly. As indicated in 2011 and 2012, ourthe chart below, the Compensation Committee determinedhas thoughtfully and appropriately changed the performance measures over time to tiemotivate executives to pursue strategic and financial objectives:

The following is a summary of these performance shares to key regulatory approvals which, if achieved, would significantly impact shareholder return. The respective metric for these 2011share awards and 2012their corresponding performance shares was FDA approvalobjectives and status of Iclusig and European Medicines Agency (“EMA”) approval of Iclusig.achievement:

2013 Performance Shares

Based on the Company’s strategic objectives in 2013, our Compensation Committee believed it was important to balance the continued advancement of promising development candidates with ongoing drug discovery. To that end, our Compensation Committee established a performance share program based on the achievement of full patient enrollment in a pivotal registration trial for a new indication of any ARIAD product, excluding the Phase 3 EPIC trial for Iclusig (which was already underway), no later than December 31, 2016.

The characteristics of the 2013 performance shares are set forth below. At the time of grant, these awards could have paid out between 0% to 160% of the target amount based on pre-determined performance thresholds. Because the milestone has not yetThis performance goal was certified as having been achieved these awards may now only be earned between 0% to 100%in September 2015, upon full enrollment of the target amount.Phase 2 ALTA trial for brigatinib, resulting in the shares being earned at the 100% level.

2014 Performance Shares

Consistent with ARIAD’s strategic goals for 2014, our Compensation Committee introduced a commercially oriented metric to emphasize the importance of commercial execution, while being directly responsive to follow-

upfollow-up actions stemming from FDA discussions. The commercial objective consisted of a 2-yeartwo-year cumulative revenue goal from Iclusig sales for fiscal years 2014 and 2015, which was structured in this manner due to a high degree of uncertainty with respect to the proximity to product re-launch, potential market reaction stemming from FDA action taken in 2013 and reimbursement and revenue recognition timing.

The target (100%) payout for the award was directly linked to two-year cumulative 2014 and 2015 net product revenues of between $155 million and less than $175 million of net product revenues. Threshold performance for the award was $125 million (earning 50% of target payout), with stretch performance defined as revenue in excess of $205 million (earning 160% of target payout). Based on actual net product revenue performance of $55.7 million in 2014 and $112.5 million in 2015 (cumulatively $168.2 million), and as certified by the Compensation Committee in February 2016, the revenue target was achieved at the target (100%) level.

Based on the continued importance of R&D progress to both ARIAD and its shareholders,stockholders, our Compensation Committee also incorporated an R&D metric in its 2014 performance shares: enrollment of 50% of patients in theour OPTIC dose-ranging trial, which is an FDA required clinical trial of Iclusig as part of the post-marketing requirements, to be completed no later than September 30, 2017.

The characteristics of the 2014 performance shares are set forth below. Each metric may pay out between 0% to 160% of the target amount based on pre-determined performance thresholds. Because the R&D milestone had not been achieved by March 31, 2016, the 160% payout is no longer achievable.

BENEFITS AND PERQUISITES

ARIAD provides minimal executive perquisites in line with our peers, which are offered to help attract and retain our executive officers. In addition to general benefits offered to all other salaried employees, we provide our executive officers with supplemental long-term disability insurance and long-term care insurance, tax return preparation services and an auto allowance in accordance with their employment agreements. These were the only perquisites we provided to our executive officers during 2014.2015. Perquisites represent less than 2%1% of each NEO’s total compensation as set forth in the Summary Compensation Table in this proxy statement.filing.

III. Benchmarking for Executive Compensation Components

EXECUTIVE PERFORMANCE REVIEWS

Our Compensation Committee annually reviews the performance of our CEO and reviews and recommends his compensation for approval by the Board. The Compensation Committee also annually reviews the assessment of performance of our other executive officers conducted by our CEO and reviews and approves their compensation in consultation with our CEO. While our Compensation Committee has ultimate authority and responsibility for approving all executive officer compensation, other than our CEO’s compensation, which the Board approves, our CEO plays an active role in such decisions, except with respect to his own compensation where he participates in neither the deliberations nor the decision.

Corporate Objectives

At the beginning of each year, the executive leadership team of the Company establishes annual corporate objectives, which are reviewed and discussed with the Compensation Committee and the Board and form the basis for our annual operating plan. The status of our corporate objectives, as well as our performance relative to our operating plan, are reviewed and discussed with the Board regularly during the year. Based on the annual corporate objectives and the associated operating plan, each officer is responsible for developing plans and managing key initiatives and activities designed to achieve our objectives.

Performance Reviews of our CEO

The Compensation Committee undertakes a comprehensive review of our CEO’s overall performance based on its evaluation of the Company’s performance against its corporate objectives, the CEO’s individual contributions

to achievement of key objectives, his strategic leadership of the Company and his demonstration of the Company’s vision and corporate values, including a commitment to building shareholder value. Based on this comprehensive review, the Compensation Committee assigns a performance rating. Performance ratings can range from “unsatisfactory” to “meets requirements” to “exceeds requirements” to “outstanding.” The performance rating is then used to determine the performance multiplier applicable to our CEO, which forms the basis for any increases in salary, and for any annual performance awards and long-term equity incentive awards. The Compensation Committee makes these determinations in executive session and then makes recommendations to the Board for subsequent approval.

Performance Reviews of our Other NEOs

Generally, at the end of each year, each of our executive officers is evaluated based on:

The level of corporate performance is also used by our CEO to guide his recommendations to the Compensation Committee regarding each executive officer’s performance rating. As part of this process, the Compensation Committee, with input from our CEO, reviews the overall performance of the Company relative to the key corporate objectives established at the beginning of the year. The corporate performance assessment, along with the assessments made by our CEO regarding the individual officers, forms the basis for the decisions regarding the individual’s performance rating. Performance is rated using the same performance scale as for our CEO.

Additional Factors

In addition to an evaluation of the level of achievement of our corporate and certain individual objectives, each executive officer is evaluated as to key leadership and management measures, including each individual’s:including:

PEER GROUP SELECTION

The Company draws on a pool of executive talent that is highly sought after by similarly situated biotechnology companies, as well as larger pharmaceutical and biotechnology companies from which we frequently recruit,

both within and outside our geographic area. We believe that the compensation practices of our peer group provide useful information to help us compete in this arena.

Each year, the Compensation Committee works closely with its independent compensation consultant, Radford, and with our management to review and update a comparator group of companies considered to be our peer group to ensure its continued relevance as ARIAD evolves as a company. The Compensation Committee also reviews broader life science industry data to further inform its decisions. With Radford’s assistance, our Compensation Committee uses two primary market frames of reference (which we collectively refer to as the “market”) against which to compare the Company’s executive compensation practices, as follows:

Our Compensation Committee reviews composite market data synthesized by Radford from these two groups showing levels of cash, equity and total compensation for all comparable officers relative to the elements of compensation paid to our officers.

In late 2013, the Compensation Committee determined to dramatically reduce the profile (i.e., company size) of our 2013 peer group to be used for purposes of assessing the market for the Company executives’ cash and equity compensation to be based on 2013 performance. The Compensation Committee continued to use this adjusted filtering criteria for setting our current peer group. At that time, our Compensation Committee met with Radford and discussed various factors relating to the selection of a peer group, including the continued reasonableness of the companies comprising the prior year’s peer group and ARIAD’s near- and mid-term profile in the context of the FDA action on Iclusig. The Compensation Committee decided that it was appropriate to target smaller market capitalization and revenue companies than in the past and reduced the median profile of the 2013 peer group to 300 employees, $120 million in revenue and $1.5 billion in market value, down from 550 employees, $500 million in revenue and $4.7 billion in market capitalization at the median of the 2012 peer group.

In October 2014, our Compensation Committee met with Radford and again discussedto discuss whether the selection criteria should be revised for 2015 and specificwhich companies should be added and dropped as peer companies. The Compensation Committee decided to useused the samefollowing selection criteria for the 2014 peer group as was used for 2013 – criteria:

Our 2015 peer group consisted of the following 19 companies (bolded companies were added to the peer group from 2014)*. This was the peer group used for our compensation decisions made in late 2014. Six2015 with respect to 2015 long-term equity incentive grants and salary increases.

* The following companies were removed from the 2013peer group: Exelixis, Medivation, Santarus, Theravance, ViroPharma, and VIVUS.

The following table shows how we compare to the companies in our 2015 peer group, describedbased on median values at the time of the review:

In September 2015, our Compensation Committee met with Radford to discuss whether the selection criteria should be revised for 2016 and which companies should be added and dropped as peer companies. The Compensation Committee used the following selection criteria:

Our 20142016 peer group consists of the following 19 companies (bolded companies were added to the peer group)^{group from 2015)*}:. This was the peer group used for our compensation decisions made in 2016 with respect to 2016 long-term equity incentive grants (as there were no salary increases for our executive officers).

^*The following companies were removed from the peer group: Exelixis, Inc.Auxilium, Avanir, NPS, Questcor, and Vivus, Inc. (fell below market cap range); Medivation, Inc. (above market range); Santarus, Inc. and ViroPharma Incorporated (were acquired); and Theravance, Inc. (spun out R&D business).Spectrum.

The following table shows how we compare to the companies in our 2016 peer group, based on median values at the time of review: