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TABLE OF CONTENTS
APPENDIX B—2014 EMPLOYEE STOCK PURCHASE PLAN CUBIST PHARMACEUTICALS, INC. 2014 EMPLOYEE STOCK PURCHASE PLAN TABLE OF CONTENTS
APPENDIX C—2014 OMNIBUS INCENTIVE PLAN

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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.    )

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CUBIST PHARMACEUTICALS, INC.
65 Hayden Avenue
Lexington, MA 02421

NOTICE OF 2014 ANNUAL MEETING OF STOCKHOLDERS
To Be Held On June 3, 2014

To Our Stockholders:

        The 2014 Annual Meeting of Stockholders of Cubist Pharmaceuticals, Inc., or the 2014 Annual Meeting, will be held at our offices at 55 Hayden Avenue, Lexington, MA 02421, on Tuesday, June 3, 2014 at 8:30 A.M. local time, to consider and act upon the following matters:

1.

To elect Michael Bonney, Jane Henney, M.D., and Leon Moulder, Jr. as Class III directors to our Board of Directors, to hold office for a three-year term and until his or her successor has been duly elected and qualified.



2.

To approve, on an advisory basis, the compensation of our Named Executive Officers (as that term is defined in the Proxy Statement for the 2014 Annual Meeting).



3.

To consider and vote upon a proposal to amend our corporate charter to increase the number of authorized shares of common stock from 150,000,000 shares to 300,000,000 shares.



4.

To consider and vote upon a proposal to approve our 2014 Employee Stock Purchase Plan.



5.

To consider and vote upon a proposal to approve our 2014 Omnibus Incentive Plan.



6.

To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2014.



7.

To transact such other business as may properly come before the 2014 Annual Meeting or any adjournments or postponements thereof.

        The Board of Directors has fixed April 8, 2014 as the record date for the determination of stockholders entitled to notice of, and to vote at, the 2014 Annual Meeting. Accordingly, only stockholders of record at the close of business on the record date will be entitled to notice of, and to vote at, the meeting or any adjournments thereof.

        To ensure your representation at the 2014 Annual Meeting, you are urged to vote by proxy by one of the following steps as promptly as possible:

(a)

Vote via the Internet pursuant to the instructions provided in the Notice of Internet Availability of Proxy Materials, or Notice of Internet Availability, that we will mail no later than April 24, 2014 to all stockholders of record and beneficial owners as of the record date; or



(b)

Request email or printed copies of the proxy materials pursuant to the instructions provided in the Notice of Internet Availability and either:



(i)

complete, date, sign and return the proxy card that you will receive in response to your request; or



(ii)

vote via telephone (toll-free) in the United States or Canada in accordance with the instructions on the proxy card.

        The Internet and telephone voting procedures are designed to authenticate stockholders' identities, to allow stockholders to vote their shares, and to confirm that stockholders' instructions have been properly recorded. Your shares cannot be voted unless you vote by one of the methods described above

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or attend the 2014 Annual Meeting in person. Regardless of the number of shares you own, your careful consideration of, and vote on, the matters before the stockholders is important.

		By Order of the Board of Directors,
		THOMAS J. DESROSIER Secretary

Lexington, Massachusetts
April 21, 2014

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CUBIST PHARMACEUTICALS, INC.
65 Hayden Avenue
Lexington, MA 02421

PROXY STATEMENT

FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 3, 2014

GENERAL INFORMATION

Why are we soliciting proxies?

        We are furnishing this Proxy Statement to the holders of our common stock, $.001 par value per share, in connection with the solicitation of proxies on behalf of our Board of Directors, or Board, for use at our 2014 Annual Meeting of Stockholders, or the 2014 Annual Meeting.

When and where is the 2014 Annual Meeting?

        The 2014 Annual Meeting will be held at our offices at 55 Hayden Avenue, Lexington, Massachusetts on Tuesday, June 3, 2014 at 8:30 A.M. local time or at any future date and time following an adjournment or postponement of the meeting.

What are the purposes of the 2014 Annual Meeting?

        The purposes of the 2014 Annual Meeting and the matters to be acted upon are set forth in the accompanying Notice of 2014 Annual Meeting of Stockholders, or Notice. The Board knows of no other business that will come before the 2014 Annual Meeting.

How will I receive proxy materials?

        We are furnishing our proxy materials, including the Notice, this Proxy Statement, our 2013 Annual Report to Stockholders and the proxy card for the 2014 Annual Meeting, by providing access to such documents on the Internet. We will send a Notice of Internet Availability of Proxy Materials, or Notice of Internet Availability, no later than April 24, 2014 to our stockholders of record and beneficial owners as of April 8, 2014, the record date for the 2014 Annual Meeting. The Notice of Internet Availability contains instructions for accessing and reviewing our proxy materials on the Internet and voting by proxy over the Internet. If you prefer to receive email or printed copies of our proxy materials, the Notice of Internet Availability contains instructions on how to request such materials. You will not receive printed copies of the proxy materials unless you request them or have requested them in response to a Notice of Internet Availability in the past. Viewing our proxy materials and voting by proxy electronically will save us the cost of printing and mailing documents to you and will reduce the impact on the environment.

Who will pay the costs of soliciting proxies and how would you solicit proxies?

        We will pay the costs of soliciting proxies. We will solicit proxies by email from stockholders who are our employees or who previously requested to receive proxy materials electronically. Members of our Board, whom we refer to as our directors, and our officers and employees also may solicit proxies on our behalf, personally or by telephone, without additional compensation. We also may utilize the

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assistance of third parties in connection with our proxy solicitation efforts, and we would compensate such third parties for their efforts. We have engaged one such third party, Alliance Advisors, LLC, to assist in the solicitation of proxies and provide related advice and informational support, for a services fee and the reimbursement of expenses that are not expected to exceed $15,000 in the aggregate.

Who can vote?

        Only stockholders of record at the close of business on April 8, 2014, the record date for the 2014 Annual Meeting, are entitled to notice of, and to vote at, the 2014 Annual Meeting or any adjournment or postponement of the meeting. On the record date, we had outstanding 75,298,978 shares of common stock, each of which is entitled to one vote upon each of the matters to be presented at the 2014 Annual Meeting.

How do I vote?

        Stockholders of record can vote their shares (1) via the Internet, (2) via a toll-free telephone call from the U.S. or Canada, (3) by mailing a signed proxy card, or (4) in person at the 2014 Annual Meeting.

        You will be asked to vote, as follows:

•

For Proposal No. 1, you will be asked, with respect to each nominee for Class III director, to vote "FOR" such nominee, "AGAINST" such nominee or to "ABSTAIN" from voting on such nominee.



•

For Proposal No. 2, you will be asked to vote, on an advisory, non-binding basis, "FOR" the compensation paid to our Named Executive Officers in 2013 (as listed below in the section of this Proxy Statement entitled "Compensation Discussion & Analysis"), "AGAINST" such compensation or to "ABSTAIN" from voting on such compensation. We sometimes refer to this Proposal No. 2 as the "Say-on-Pay Proposal."



•

For Proposal No. 3, you will be asked to vote "FOR" the approval of the amendment to our Restated Certificate of Incorporation, or Charter, "AGAINST" such approval or to "ABSTAIN" from voting on Proposal No. 3.



•

For Proposal No. 4, you will be asked to vote "FOR" the approval of our 2014 Employee Stock Purchase Plan, "AGAINST" such approval or to "ABSTAIN" from voting on Proposal No. 4.



•

For Proposal No. 5, you will be asked to vote "FOR" the approval of our 2014 Omnibus Incentive Plan, "AGAINST" such approval or to "ABSTAIN" from voting on Proposal No. 5.



•

For Proposal No. 6, you will be asked to vote "FOR" the ratification of our selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2014, "AGAINST" such ratification or to "ABSTAIN" from voting on Proposal No. 6.

        Generally, voting via the Internet or telephone must be completed by 2:00 A.M. Eastern Time on June 3, 2014 (assuming the meeting is not postponed or adjourned), although you may be notified of an earlier deadline by your broker, custodian or other third party. Stockholders may revoke the authority granted by their execution of proxies at any time before the effective exercise of such authority by filing with our Secretary, at Cubist Pharmaceuticals, Inc., 65 Hayden Avenue, Lexington, MA 02421, a written revocation or a duly executed proxy bearing a later date or by voting in person at the 2014 Annual Meeting. Shares represented by executed and unrevoked proxies will be voted in

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accordance with the choice or instructions specified thereon. If no choices or instructions are given, the persons named as proxies intend to vote the shares represented thereby:

•

"FOR" Proposal No. 1 to elect the Class III director nominees to the Board;



•

"FOR" Proposal No. 2 to approve, on an advisory basis, the compensation paid to our Named Executive Officers in 2013;



•

"FOR" Proposal No. 3 to approve the amendment to our Charter;



•

"FOR" Proposal No. 4 to approve our 2014 Employee Stock Purchase Plan;



•

"FOR" Proposal No. 5 to approve our 2014 Omnibus Incentive Plan;



•

"FOR" Proposal No. 6 to ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2014; and



•

in accordance with the best judgment of the persons named as proxies on any other matters that may properly come before the 2014 Annual Meeting.

What is the vote required for a quorum?

        The presence, in person or by proxy, of a majority of the issued and outstanding shares of common stock on the record date, will constitute a quorum for the transaction of business at the 2014 Annual Meeting. Votes withheld from any nominee, abstentions, and broker non-votes (as described below) are counted as present or represented for purposes of determining the presence or absence of a quorum for the 2014 Annual Meeting.

What is a broker non-vote and what is the impact of not voting?

        A broker "non-vote" occurs when a nominee holding shares for a beneficial owner, who is also sometimes referred to as someone who holds shares in street name, does not vote on one or more proposals because the nominee does not have discretionary voting power and has not received instructions from the beneficial owner. Your bank or broker does not have discretion to vote uninstructed shares on the proposals in this Proxy Statement, except for Proposal No. 3 to approve the amendment to our Charter and Proposal No. 6 to ratify the appointment of our independent registered public accounting firm. As a result, if you hold your shares in street name it is critical that you provide instructions to your bank or broker if you want your vote to count in the election of directors, the advisory vote related to executive compensation, the vote for approval of our 2014 Employee Stock Purchase Plan, and the vote for approval of our 2014 Omnibus Incentive Plan.

        If you are a stockholder of record and you do not cast your vote, no votes will be cast on your behalf on any of the items of business at the Annual Meeting.

What is the vote required for a proposal to pass?

•

Proposal No. 1—Election of directors:  A nominee will be elected to the Board if the number of votes properly cast "FOR" such nominee's election exceed the number of votes properly cast "AGAINST" such nominee's election. Abstentions and broker non-votes, if any, will not have any impact on this vote.



•

Proposal No. 2—Say-on-Pay:  Because this Proposal No. 2 asks for a non-binding, advisory vote, there is no required vote that would constitute approval. We value the opinions expressed by our stockholders in this advisory vote, and our Compensation Committee, which is responsible for overseeing and administering our executive compensation programs, will consider the outcome of the vote when designing our compensation programs and making future compensation

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decisions for our Named Executive Officers. Abstentions and broker non-votes, if any, will not have any impact on this advisory vote.

•

Proposal No. 3—Approval of Amendment to our Charter:  The affirmative vote of the holders of a majority of the outstanding shares of our common stock is required to approve the amendment to our Charter. Abstentions will have the practical effect of a vote against approval of the amendment to our Charter. Because Proposal No. 3 is a routine proposal on which a broker or other nominee is generally empowered to vote, we do not expect a significant number of broker non-votes on this proposal. To the extent there are any broker non-votes, they will have the practical effect of a vote against this proposal.



•

Proposal No. 4—Approval of 2014 Employee Stock Purchase Plan:  The affirmative vote of the holders of a majority of the shares of common stock present in person or represented by proxy at the 2014 Annual Meeting and entitled to vote at the 2014 Annual Meeting is required to approve the 2014 Employee Stock Purchase Plan. Abstentions will have the practical effect of a vote to not approve the 2014 Employee Stock Purchase Plan.



•

Proposal No. 5—Approval of 2014 Omnibus Incentive Plan:  The affirmative vote of the holders of a majority of the shares of common stock present in person or represented by proxy at the 2014 Annual Meeting and entitled to vote at the 2014 Annual Meeting is required to approve the 2014 Omnibus Incentive Plan. Abstentions will have the practical effect of a vote to not approve the 2014 Omnibus Incentive Plan.



•

Proposal No. 6—Ratification of the selection of our independent registered public accounting firm:  The affirmative vote of the holders of a majority of the shares of common stock present or represented and entitled to vote at the 2014 Annual Meeting, in person or by proxy, is required to ratify our selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2014. Abstentions will have the practical effect of a vote against ratification of our selection. Because Proposal No. 6 is a routine proposal on which a broker or other nominee is generally empowered to vote, we do not expect a significant number of broker non-votes on this proposal. To the extent there are any broker non-votes, they will have the practical effect of a vote against this proposal.

What if there are more votes "AGAINST" a nominee for director than votes "FOR"?

        Each of the nominees for director has tendered a conditional resignation to our Secretary that is effective only if: (i) such nominee's election for director is uncontested, as defined under our Amended and Restated By-Laws, or By-Laws, (ii) the number of votes cast "FOR" such nominee's election do not exceed the number of votes cast "AGAINST" such nominee's election at the 2014 Annual Meeting and (iii) the Board accepts such resignation. The Corporate Governance and Nominating Committee of the Board is responsible for initially considering the resignation and making a recommendation to the Board. The director whose resignation is under consideration is expected to abstain from participating in any decision regarding such resignation. The Corporate Governance and Nominating Committee may consider any factors it deems relevant in deciding whether to accept a director's resignation. If the resignation is not accepted within 90 days following the certification of the results of the 2014 Annual Meeting, the director will continue to serve until a successor is elected and qualified.

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PRINCIPAL AND MANAGEMENT STOCKHOLDERS

Principal Stockholders

        The following table sets forth certain information with respect to each person known to us to be the beneficial owner of more than 5% of the issued and outstanding shares of our common stock as of April 8, 2014. On April 8, 2014, we had 75,298,978 shares of common stock outstanding.

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Management Stockholders

        The following table sets forth information as of April 8, 2014, as reported to us, with respect to the beneficial ownership of our common stock by our directors and each Named Executive Officer, or NEO, and by all of our current directors and Executive Officers as a group. The term "Executive Officers" means all of our executive officers who are subject to the reporting requirements under Section 16 of the Securities and Exchange Act of 1934, or Securities Exchange Act. Beneficial ownership is determined in accordance with the rules and regulations of the SEC. Except as indicated below and pursuant to applicable community property laws, each stockholder named in the table has sole voting and investment power with respect to the shares set forth opposite such stockholder's name.

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EXECUTIVE COMPENSATION

Compensation Discussion & Analysis

        This Compensation Discussion & Analysis, or CD&A, describes the company's executive compensation program, philosophy and objectives as they relate to our 2013 NEOs. Our NEOs for 2013 were the following:

CEO Compensation and Company Performance

        The total compensation of Mr. Bonney, our CEO, increased by 14% in 2013 over 2012. We believe that our 2013 CEO compensation correlates to the company's very strong performance in 2012 and 2013, which is reflected in the following:

•

Our total net revenues were $1.1 billion in 2013, $926 million in 2012, and $754 million in 2011, an average annual increase of 18% since 2011.



•

Our strong total stockholder return, or TSR, as reflected in our stock price increasing from $39.62 to $68.87, an increase of 74% from December 31, 2011 to December 31, 2013.



•

Our successful acquisitions in 2013 of Optimer Pharmaceuticals, Inc., or Optimer, and Trius Therapeutics Inc., or Trius, which provided us with an existing marketed product and a late-stage product candidate and represent substantial progress toward our Building Blocks of Growth—our five-year strategic goals that we announced in 2012 related to our 2017 expectations for our annual revenues, annual adjusted operating income and development activities.



•

Our completion of enrollment and achieving positive results in 2013 in our ceftolozane/tazobactam pivotal Phase 3 clinical trials in both complicated urinary tract infections and complicated intra-abdominal infections.



•

Our execution of an $800 million debt financing that provides us with a capital structure to support our Building Blocks of Growth strategic goals.



•

Our submission and U.S. Food and Drug Administration, or FDA, acceptance of our New Drug Application, or NDA, for our investigational antibiotic tedizolid phosphate.



•

Numerous other accomplishments in 2013, including the substantial progress we made in our efforts to integrate Optimer and Trius and expand our international operations, and receiving an expanded label from the FDA for ENTEREG.

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Pay for Performance

        Aligning NEO compensation with high levels of company performance is at the core of our compensation philosophy. Compensation paid to our CEO is one example of how we adhere to this philosophy. Mr. Bonney's compensation is competitive when compared to the CEOs in our 2013 peer group established by our Compensation Committee, particularly when taking into account our TSR relative to our peer group. More information about our 2013 peer group is provided below under the heading "Information Used to Make Compensation Determinations—Compensation Peer Group and Survey Data."

        The following chart shows how Mr. Bonney's total compensation, as reported below in the Summary Compensation Table of this Proxy Statement, and our TSR ranked among the 15 companies in our peer group for 2013 and over the three-year period from 2011-2013. For these one- and three-year periods, our TSR was ranked higher among the 2013 peer group companies than Mr. Bonney's total compensation.

Rank Among Peers

        Mr. Bonney's total compensation also aligns favorably with our TSR over the past five fiscal years, as represented in the table below, which compares Mr. Bonney's total compensation, as reported in the Summary Compensation Table, to our indexed TSR over the past five fiscal years. Indexed TSR was calculated based on an assumed $100 investment in our common stock on December 31, 2008 and then adjusted for each year based on the return that would have been made on that investment as of December 31 of each year.

*

Rounded to the nearest thousand dollars

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Say-on-Pay Feedback from Stockholders

        We pay careful attention to any feedback we receive from our stockholders about our executive compensation program, which includes the 94% support we received from our stockholders on the advisory say-on-pay vote at our 2013 Annual Meeting of Stockholders, or the 2013 Annual Meeting. While our Compensation Committee did not find the need to change any of our compensation programs based on the support we received, it did and will continue to consider carefully our stockholders' feedback on our executive compensation programs and practices. We hold an annual advisory vote of our stockholders on our executive compensation program.

Corporate Governance

        Our pay practices emphasize good governance and market practice. To this end:

•

Pay for Performance:  A significant percentage of our NEO compensation is at-risk and may not be realized if corporate and individual goals are not achieved. We do not provide our NEOs with guaranteed annual salary increases or guaranteed bonuses.



•

Perquisites:  We generally do not provide any perquisites to our NEOs that are not also offered to all employees of the company.



•

Risk Assessment:  We conduct an annual risk assessment of our compensation programs and believe that our programs are structured in a manner to motivate strong performance with appropriate risk taking while discouraging excessive risk taking. The details of this risk assessment can be found below in a separate section of this Proxy Statement entitled "Corporate Governance."



•

Performance-Based Long-Term Incentive Awards:  For 2013, approximately 50% of the value of our CEO's annual equity awards and 25% of the value of our NEOs other than Mr. Bonney, or Other NEOs, annual equity awards were delivered in the form of performance-based restricted stock unit, or PRSU, awards that vest based on achievement of pre-specified development and financial performance targets and upon completion of a requisite three-year service period that runs from February 2013 until February 2016.



•

Stock Ownership Guidelines:  We have stock ownership guidelines that require our CEO to own stock valued at five times his base salary, EVPs to own stock valued at three times each of their base salaries, and our other Executive Officers to own stock valued at one and one half times each of their base salaries. The guidelines are designed to align the interests of our NEOs with those of our stockholders by ensuring that our NEOs have a meaningful financial stake in the company. As of January 1, 2014, all of our NEOs who are required to be in compliance based on their years of employment with the company were in compliance with our stock ownership guidelines. A more detailed description of our stock ownership guidelines is described below under the heading "Stock Ownership."



•

Clawback/Recoupment Policy:  We have a recoupment policy that covers our CEO and CFO. The policy provides that the independent directors of our Board may take any action they deem necessary or appropriate to remedy fraud, gross negligence or intentional misconduct by our CEO or CFO, including seeking reimbursement of bonus or incentive compensation payments or the cancellation of equity awards. A more detailed description of our recoupment policy is described below under the heading "Recoupment Policy."



•

No Hedging or Pledging:  We do not allow any of our employees, including our NEOs, to enter into any hedging-type transactions in our stock or to pledge our stock.



•

Independent Compensation Consultant:  Our Compensation Committee engages an independent consultant to advise it on topics related to Board and executive compensation.

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•

Retention Letters/Double Trigger:  We have retention letters with all of our NEOs, other than Mr. McGirr, and a transition agreement with Mr. McGirr, providing each of our NEOs with severance payments in connection with their departure from the company in certain circumstances. In the case of a change-in-control of our company, severance is only paid in the event of a related involuntary termination, which is a "double trigger" arrangement.



•

No Gross-Ups:  We do not provide parachute payment tax gross-ups or any other tax gross-ups to our NEOs.

Compensation Philosophy and Objectives

        Our compensation programs are designed to align compensation paid to our NEOs with company and individual performance and our stockholder's interests in long-term returns. We provide cash compensation, in the form of salary and annual cash bonuses, to our NEOs based on performance in prior periods. We reserve a majority of NEO pay as long-term equity-based incentives, which reward our NEOs for their contribution to successful company performance over time, as reflected in our stock price.

        All three of our compensation elements (base salary, annual cash bonus and long-term incentives, or LTIs) support our main compensation objectives, which include aligning pay with performance, providing competitive compensation that differentiates and rewards overall contribution, attracting and retaining high-quality executive officers and motivating high performance. Our annual cash bonuses and long-term compensation that is tied to our stock price performance promote the additional key objectives of furthering our short- and long-term strategic goals, promoting the creation and protection of long-term stockholder value and aligning our executives with our stockholders' interests in long-term results.

        We set our NEOs' pay to be competitive as compared to the median pay of comparable executive officers based on data from our 2013 peer group and additional data from a broad survey of similarly sized life science companies. The details and selection of our 2013 peer group and the marketplace survey data used by our Compensation Committee are described in more detail below under the heading "Compensation Peer Group and Survey Data."

Compensation Mix

        We weight a significant portion of our NEOs' total compensation in LTIs. This weighting aligns our executives' compensation with long-term stockholder return, as well as the long-term development and business cycle in the biopharmaceutical industry.

        For 2013, the total compensation of our NEOs, other than Mr. McGirr, was distributed among the three main elements of our compensation, as follows:

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        For 2013, Mr. Bonney's compensation and the average compensation of our Other NEOs, other than Mr. McGirr, broken down into these three elements, compared to our peer group, were as follows:

*

Rounded to the nearest thousand dollars; excludes "All Other Compensation" as set forth on the Summary Compensation Table of this Proxy Statement.

Compensation Determinations and Use of Compensation Consultant

        In 2013, the independent members of the Board, based upon the determination of the Compensation Committee, approved the compensation with respect to Mr. Bonney. In February 2014, we amended the charter of the Compensation Committee to clarify the authority of the Compensation Committee to approve Mr. Bonney's compensation for subsequent ratification by the independent members of the Board. The Compensation Committee also makes all of the compensation determinations with respect to our Other NEOs. In making its determinations relating to the Other NEOs, the Compensation Committee takes into account the recommendations of Mr. Bonney.

        Pursuant to its charter, the Compensation Committee has the authority to select and retain independent advisors and counsel to assist it with carrying out its duties and responsibilities, and we have provided appropriate funding to the Committee to do so. The Compensation Committee has exercised this authority to engage PM&P as its independent compensation consultant. PM&P serves as an advisor to the Compensation Committee on topics primarily related to Board and executive compensation. PM&P reports directly to the Compensation Committee Chair, takes direction from the Compensation Committee, and does not provide us with any services other than the services provided at the request of the Compensation Committee.

        The Compensation Committee regularly reviews the services provided by its outside consultants and believes that PM&P is independent in providing executive compensation consulting services. The Compensation Committee conducted a specific review of its relationship with PM&P in 2013 and determined that PM&P's work for the Compensation Committee did not raise any conflicts of interest, consistent with the guidance provided under the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, and by the SEC and the NASDAQ Global Market, or Nasdaq. The Compensation Committee continues to monitor the independence of its compensation consultant on a periodic basis.

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Information Used to Make Compensation Determinations

Compensation Peer Group and Survey Data

        In September 2012, the Compensation Committee, after considering the recommendation of PM&P, approved our 2013 peer group based on the pre-defined selection criteria set forth below:

•

industry and product similarity;



•

annual revenues of between $270 million and $2.4 billion, which is approximately one-third to three times what our revenues were for the prior four quarters of data available at the time the analysis was conducted on March 31, 2012; and



•

market capitalization of between $900 million and $8.2 billion, which is approximately one-third to three times what our market capitalization was on March 31, 2012.

        The median revenues and market capitalization for our 2013 peer group was $565 million and $2.5 billion, respectively. Our revenues and market capitalization for the same period were $803 million and $2.7 billion, representing the 80^th and 53^rd percentiles, respectively.

        In selecting this peer group, the Compensation Committee also sought to have a group that included enough companies so that the data would not be skewed if there were one or two outliers on any of the items for which the peer group was used. The 2013 peer group size remained at 15 companies, as we removed one company and added another. The compensation paid by peer group companies to their respective executive officers did not factor into the Compensation Committee's determination of the 2013 peer group.

        The peer groups that were approved by the Compensation Committee for each of 2012 and 2013 and the explanations of any changes are detailed in the following table:

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        The Compensation Committee utilized the 2013 peer group to provide context for its compensation decision-making for 2013. After the peer group companies were selected, PM&P prepared and presented a report to the Compensation Committee comparing the compensation of our NEOs to the compensation of executive officers at the peer group companies with similar jobs as our NEOs utilizing publicly available data from the peer companies, and to the compensation of other executive officers utilizing broad survey data from the Radford Global Life Sciences Survey, or Radford Survey. The Radford Survey data presented reflected approximately 80 similarly sized life science companies with over 500 full-time employees. Data from the Radford Survey and the 2013 peer companies was combined to develop a market composite based on an average of the Radford Survey data and 2013 peer company data and we refer to the composite data as "marketplace" data. The Compensation Committee does not rely upon data from any individual company participating in the Radford Survey in making compensation decisions. Each element of our NEO's compensation was reviewed separately and each NEO's aggregate compensation was reviewed as part of this analysis and evaluation.

Compensation Targets

        In making our compensation decisions for our NEOs, we aim for the following targets:

•

Base Salaries.    We generally target the median of the marketplace. In certain circumstances, we offer starting base salaries higher than the median for positions that require more complex work, have critical value to the company, are in high demand in the marketplace or have fewer qualified candidates, or in situations where candidates enter the position with extraordinary relevant experience. Higher base salaries may also be paid over time to reflect superior individual performance. In certain circumstances, we offer starting base salaries below the median if the NEO is new to the position and/or is at the lower end of the experience range for the position.



•

Annual Cash Performance Awards.    We target potential annual cash performance awards that would allow total cash compensation for our NEOs to exceed the median of the marketplace, depending on company and, for our Other NEOs, individual NEO performance.



•

LTIs.    We generally target at or above the median of the marketplace. We target overall equity awards to account for a significant portion, typically more than 50%, of each NEO's total annual compensation. As further discussed in this CD&A, we believe this allocation provides the appropriate incentive to our NEOs to increase stockholder value while encouraging retention and performance with the appropriate level of risk-taking.

Other Evaluation Criteria and Factors

        Aggregate individual NEO compensation can be above or below the compensation target due to a number of factors, including retention considerations, individual and corporate performance, relative value of the position within the company as compared to peer companies, length of experience in the role, and internal equity considerations.

        As part of making its decisions with respect to Mr. Bonney's compensation, the independent members of the Board and the Compensation Committee also utilized the following data and other information:

•

Quantitative evaluations of our performance against our annual corporate goals and objectives;



•

Qualitative input on Mr. Bonney's performance from all directors and many of our Executive Officers;



•

Our and Mr. Bonney's historical performance;

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•

Retention considerations; and



•

Mr. Bonney's total cash compensation as compared to Mr. Perez, our second highest paid NEO based on total cash compensation, in order to determine whether Mr. Bonney's relative cash compensation is fair and reasonable in the context of internal equity.

        As part of making its compensation decisions with respect to Other NEOs, the Compensation Committee took into account:

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Quantitative evaluations of our performance against annual corporate goals and each Other NEO's performance against individual goals;



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Qualitative evaluations, conducted by Mr. Bonney of each Other NEO's contribution to our corporate goals and objectives, performance against individual goals and potential future contributions to our success;



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Retention considerations; and



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Mr. Bonney's recommendations.

Compensation Determinations

Overview of 2013 NEO Compensation

        Our NEO compensation is comprised of the following elements:

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Base salary.    Decisions on 2013 NEO base salary levels were made early in 2013 and, other than for Mr. DesRosier, who was not an employee of the company in 2012, were based on our NEOs' performance in 2012. The base salary level for Mr. DesRosier was based on an arm's length negotiation and his substantial experience, skills and qualifications.



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Annual cash performance awards.    Decisions on 2013 NEO annual cash performance awards were made after the end of 2013. Mr. Bonney's award was based entirely, and our Other NEOs' awards were based primarily, on the company's performance in 2013 against objectives approved by the Compensation Committee and the Board early in 2013. Our Other NEOs' awards were also based on achievement of individual performance as further described below under the heading "Annual cash performance award—Other NEOs."



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LTIs.    Our NEO LTI awards are comprised of stock option and RSU awards and PRSU awards. Grant decisions on NEO LTI awards, other than for Mr. DesRosier, were made in early 2013 and were based on company and individual performance in 2012, expected future individual performance, and retention considerations. The LTI award granted to Mr. DesRosier was based on an arm's length negotiation and his substantial experience, skills and qualifications. Our CEO's and, other than Mr. DesRosier and Mr. McGirr, our Other NEO's compensation for 2013 included PRSUs. Approximately 50% of the total value of our CEO's 2013 equity grants and approximately 25% of the total value of such Other NEOs 2013 equity grants were comprised of PRSUs. LTIs align the interests of our NEOs with those of our stockholders and reward our NEOs for the long-term performance of the company because their value is tied to our stock price and they vest over time and in some cases, based on the achievement of company performance targets. Our stock option awards vest ratably on a quarterly basis over four years and our RSU awards vest ratably on an annual basis over four years. The PRSU awards will be earned if the company achieves certain pre-specified development and financial performance targets and upon completion of a requisite three-year service period that runs from February 2013 until February 2016. Regardless of when the company achieves performance targets, no PRSU awards will vest until the end of the three-year performance period and the Compensation Committee certifies achievement of the performance targets.

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        Base Salary—CEO:    The Compensation Committee seeks to maintain Mr. Bonney's base salary approximately at the median of the marketplace, based on our 2013 peer group and broader survey market data, in order to emphasize pay for performance and to keep Mr. Bonney's base salary reasonable and consistent with CEOs in our 2013 peer group and Mr. Perez, our second highest paid NEO. Mr. Bonney's 2013 base salary was set at $750,000, which represented a 7% increase from his 2012 base salary of $700,000. Mr. Bonney's 2013 base salary was at the 45^th percentile as compared to the marketplace data used by the Compensation Committee and his 2012 base salary was at the 35^th percentile as compared to such data. In recommending this salary to the Board, the Compensation Committee also considered that Mr. Bonney performed at a very high level in 2012, as evidenced by our strong 2012 performance (89% achievement against corporate goals), the overall strength of his leadership, his past and potential future contributions to the company, and the marketplace data described above. The Compensation Committee sought to align Mr. Bonney's 2013 base salary more closely with the marketplace median. Although Mr. Bonney's 2013 base salary was still below the marketplace median, his total target cash compensation (base salary and target annual cash performance award) was approximately at the median of the marketplace.

        Base salary—Other NEOs:    The Compensation Committee set our Other NEOs' salaries based upon the marketplace data and evaluation criteria described above. The 2013 base salaries of these NEOs, other than Mr. McGirr, were, on average, at approximately the 45^th percentile, as compared to the marketplace data used by the Compensation Committee.

        The following table details the increases from 2012 to 2013 in the annual base salary of each of our Other NEOs:

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        The Compensation Committee, based in part on Mr. Bonney's input, determined that these base salary increases were justified based on each individual's performance and the level of each NEO's base salary as compared to that of similar officers based on the marketplace data used by the Compensation Committee. Mr. Tomsicek's percentage increase in base salary from 2012 to 2013 is higher than the base salary increases for Mr. McGirr, Mr. Perez and Dr. Gilman as a result of Mr. Tomsicek's promotion to SVP and CFO in March 2013.

Annual cash performance awards

        Description of plans:    Our CEO and next three most highly compensated Other NEOs, other than our CFO, are subject to our Performance-Based Management Incentive Plan, or Management Incentive Plan. Our CFO is subject to our Short-Term Incentive Plan, or STIP. In 2013, both the Management Incentive Plan and the STIP conditioned the payment of any annual cash performance award on the company achieving at least 90% of our 2013 U.S. CUBICIN net revenue goal. In addition, the STIP required us to achieve at least 70% of our corporate goals for any annual performance awards to be paid. If the foregoing thresholds were achieved, which they were in 2013, the annual cash performance award pool under each of the Management Incentive Plan and the STIP was funded at the maximum 200% level. The actual 2013 annual cash performance awards for the NEOs were then determined based on a combination of the achievement of our 2013 corporate goals and each individual NEO's objectives for the year.

        Target awards for our NEOs are expressed as a percentage of base salary as follows:

        Pursuant to the terms of his transition letter agreement, the 2013 target percentage for Mr. McGirr, our prior CFO until March 2013, was 60% of the amount of salary he received from January 2013 through March 2013 and 50% of the salary he received from April 2013 through December 2013.

        The relative weighting of corporate and individual goals for our NEOs are expressed as percentages of the total target award percentage, with a higher percentage tied to corporate goals the more senior a position the individual holds at the company, as follows:

        Corporate goals/achievement against goals:    The independent members of the Board, based upon the determination of the Compensation Committee and after discussion with the Compensation Committee and Mr. Bonney, approved the company's 2013 corporate goals in early 2013. The corporate

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goals for 2013 were set at a reasonable level of difficulty that could be met if our NEOs and the company as a whole performed at the high level that we expect but were sufficiently challenging such that the likelihood of attaining these goals was not assured. Our historical level of achievement against corporate goals for the past five years is 112% in 2013, 89% in 2012, 135% in 2011, 92% in 2010, and 95% in 2009.

        For 2013, our corporate goals and our detailed achievement against such goals were as follows:

        Annual cash performance award—CEO:    Mr. Bonney's annual cash performance award is determined solely by reference to our achievement against our corporate goals, with discretion retained by the Compensation Committee to adjust Mr. Bonney's annual cash performance award down, based

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on other considerations. Mr. Bonney was awarded a 2013 annual cash performance award of 112% of his target award, resulting in a bonus payment of $840,000. This performance award was determined based on our achievement of 112% of our 2013 corporate goals. Mr. Bonney's 2013 actual annual cash performance award was at the 40^th percentile as compared to the marketplace data used by our Compensation Committee. Taken together, the 2013 base salary and actual annual cash performance award paid to Mr. Bonney were at about the 35^th percentile as compared to such marketplace data.

        Annual cash performance award—Other NEOs:    Our Other NEOs have individual goals, and a combination of their level of achievement against such goals and the company's level of achievement against the company goals determine their annual cash performance award. The individual goals for these Other NEOs are presented to the Compensation Committee for approval by Mr. Bonney and are designed to focus them on individual behaviors that support our overall performance and success. These goals generally consist of both objective and subjective goals that are relevant to each Other NEO's responsibilities. Each Other NEO's level of achievement against his individual goals was initially evaluated by Mr. Bonney. Mr. Bonney then recommended a final level of achievement against individual goals of each Other NEO to the Compensation Committee, which then can approve or adjust the proposed levels of achievement up or down. The 2013 annual cash performance awards for our Other NEOs were calculated based on individual Other NEO performance against 2013 individual goals and company performance against 2013 company goals using the relative weighting set forth above. Details of the amounts of the 2013 annual cash performance awards for our Other NEOs can be found in the Summary Compensation Table in this Proxy Statement. On average, our Other NEOs' 2013 actual annual cash performance awards were at approximately the 60^th percentile as compared to the marketplace data used by our Compensation Committee. Taken together, the 2013 base salary and actual annual cash performance awards paid to these NEOs were at approximately the 55^th percentile as compared to such marketplace data.

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        The following is a summary of the 2013 individual goals of our Other NEOs and their aggregate performance against these goals, as approved by the Compensation Committee:

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Long-term incentive awards

        Our LTI program is a broad-based employee retention program that is intended to attract, retain, and motivate our NEOs and align their long-term interests with those of our stockholders. We use stock options and PRSUs to reward long-term value creation and RSUs as a retention tool and as a way to enable our executives to accumulate stock ownership in the company. We believe that stock options align the incentives of our executives with the interests of our stockholders and our long-term performance by directly tying a large portion of the value that may be realized from our equity compensation to an increase in our stock price. In a volatile stock market, RSUs and PRSUs continue to provide value when stock options may not, which our Compensation Committee and Board believe is useful in retaining talented executives in uncertain economic times. We believe that our equity program is critical to our efforts to hire and retain the best talent in the extremely competitive biopharmaceutical industry.

        For 2013, the mix of equity awards granted to our NEOs, other than Mr. McGirr and Mr. DesRosier, were targeted such that approximately 50% of the value came from stock options (based on Black-Scholes value calculations) and approximately 50% from RSUs and/or PRSUs (based on grant date fair values). We believe this mix of stock options, RSUs and PRSUs provided an appropriate balance of incentive and retention for our NEOs in light of our company's stage of growth. The Compensation Committee, with the assistance of PM&P, reviews this mix each year to ensure that appropriate balance is given to our retention and incentive objectives and that we remain aligned with the practices of our peer group. Starting in 2013, the independent members of our Board, following the determination of the Compensation Committee, awarded our CEO equity grants divided approximately equally in value between stock options and PRSUs and the Compensation Committee awarded our Other NEOs, other than Mr. McGirr and Mr. DesRosier, equity grants approximately as follows: 50% stock options, 25% RSUs with time-based vesting and 25% PRSUs with time- and performance-based vesting.

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        In 2012 and 2013, the Compensation Committee and the independent members of the Board authorized grants of stock options, RSUs and PRSUs (for 2013 only) to our NEOs, as follows:

        In determining the size of the 2013 annual LTI awards to our NEOs in February 2013, the Compensation Committee and the independent members of the Board considered the equity compensation levels of comparable executives using the marketplace data compiled by PM&P, stockholder dilution, the company's performance, the NEO's individual responsibilities and performance relative to company annual and long-term objectives, the importance of his role to our company and expected future contributions to our performance. The Compensation Committee and the Board increased the value of the annual awards in 2013 relative to the prior year's award values, largely in consideration of the company and individual NEO achievements in 2012 and to align our NEOs total compensation at or above the median of the marketplace.

        With a grant date fair value of approximately $5 million, Mr. Bonney's 2013 LTI compensation approximated the 65^th percentile compared to the marketplace data used by the Compensation Committee. The independent members of the Board determined this level to be appropriate given Mr. Bonney's significant contributions to the company during 2012, his expected future performance, the desire to retain his services into the future, and that a significant percentage of Mr. Bonney's total compensation is at-risk and may not be realized if certain pre-specified company performance goals are not achieved.

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        On average, the grant date fair value of the 2013 LTI awards to our Other NEOs, other than Mr. McGirr, was approximately $1.4 million, putting their 2013 long-term incentive compensation at about the 65^th percentile compared to the marketplace data used by the Compensation Committee. The Compensation Committee determined this level to be appropriate given the significant contributions of our Other NEOs during 2012, their respective expected future performance, the desire to retain their respective services into the future, and that a significant percentage of our Other NEOs total compensation is at-risk and may not be realized if certain pre-specified company and individual performance goals are not achieved.

Overall Relative Compensation

        The following table shows how our NEOs' base salary, annual cash-performance awards, LTI awards, and total compensation in 2012 and 2013 compare to our peers, as demonstrated by the percentiles at which our NEOs rank in these categories based on the marketplace data used by the Compensation Committee.

Retention Letters and Transition Agreement

        In August 2013, we entered into retention letters with all of our NEOs, other than Mr. McGirr, with a fixed term of three years and which provide for severance payments, consisting of 24 months of salary continuation for Mr. Bonney and 18 months of salary continuation for Mr. Tomsicek, Mr. Perez, Mr. DesRosier and Dr. Gilman, and other benefits if each NEO is terminated without cause or if the NEO is terminated without cause or resigns for good reason within 24 months after a change-in-control of the company. Termination benefits under the retention letters are not triggered solely by a change-in-control and are therefore considered "double trigger."

        When Mr. McGirr transitioned to Senior Advisor to the CEO in March 2013, he entered into a transition agreement with the company that superseded the terms of his then-existing retention letter. The transition agreement, which has a fixed term until June 1, 2014, provides for severance payments and other benefits if Mr. McGirr is terminated without cause or if he is terminated without cause following a change-in-control of the company.

        Among the other benefits included in the retention letters and transition agreement is that the equity incentives held by each NEO will fully vest in the event the NEO is entitled to severance payments in connection with a change-in-control of the company. The retention letters and transition agreement do not provide for any tax gross-up payments or other perquisites. The retention letters and transition agreement contain "best after-tax provisions," which provide for reduced payments and other benefits to our NEOs if the reduced amount would result in an NEO receiving a higher aggregate

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amount net of all applicable taxes. Full details of the terms of the retention letters and the transition agreement and the value of the payments to be received thereunder pursuant to various termination scenarios can be found in the section of this Proxy Statement entitled "Termination of Employment and Change-in-Control Agreements." We believe that the benefits of the retention letters and the transition agreement outweigh the potential costs in that they, among other things: assist us in attracting and retaining top executive talent by providing our executives with competitive severance arrangements; encourage frank discourse by our NEOs with Mr. Bonney and the Board, and between Mr. Bonney and the Board, by providing a financial safety net in order to limit the NEOs' fear of adverse consequences in response to their opinions; and better enable our NEOs to act in the best interest of our stockholders in a situation involving a potential change-in-control of the company. To ensure that these agreements remain reasonable and competitive, the Compensation Committee periodically reviews competitive data provided by PM&P, as well as potential costs to the company of the retention letters under various potential termination scenarios.

Perquisites and Personal Benefits

        Our NEOs are eligible to participate in the benefit programs that we provide to all employees at the same level as all other employees. We generally do not provide any perquisites to our NEOs that are not also offered to all employees of the company.

Stock Ownership

        Our Executive Officers, including our NEOs, are subject to the stock ownership guidelines described in the table below. The guidelines are designed to align the interests of our Executive Officers with those of our stockholders by ensuring that our Executive Officers have a meaningful financial stake in our success. The guidelines were first adopted in January 2006 and updated most recently in March 2014. The amount of stock required to be held to satisfy ownership requirements, which includes sixty percent of the value of vested in-the-money stock options, was established by the Board upon the recommendation of the Compensation Committee. In making its recommendation, the Compensation Committee reviewed market practices of our current peer group companies and determined the level of ownership that would best align the interests of our executives with those of our stockholders. The independent members of the Board are also subject to stock ownership guidelines, which can be found below in the section of this Proxy Statement entitled "Director Compensation."

        The guidelines require that any Executive Officer who has not met the ownership requirement after the start of the period during which he or she is required to do so, may only sell vested in-the-money stock options and vested RSUs or PRSUs, provided that he or she retains shares of common stock with a market value at least equal to the net proceeds received as a result of such sale until such time as the Executive Officer meets the requirements of the guidelines. To the extent any Executive Officer is not in compliance with the guidelines as of January 1^st of any year after which the Executive Officer is required to be in compliance, the Executive Officer will be required to once again be in compliance by January 1^st of the immediately succeeding year.

        As of January 1, 2014, Mr. Bonney and our Other NEOs who are required to meet the ownership requirement by January 1, 2014 had achieved the ownership requirement.

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Anti-Hedging and Pledging Policy

        As part of our Policy on Insider Trading and Confidentiality, all of our employees, including our NEOs, as well as our directors and consultants, are prohibited from engaging in speculative transactions in our stock, including short sales, puts/calls, hedging transactions and margin accounts or pledges.

Recoupment Policy

        The Board has adopted a policy providing that, if the independent members of the Board determine, in their reasonable and sole discretion, that any fraud, gross negligence or intentional misconduct by our CEO or CFO caused or contributed to us having to restate all or a portion of our financial statements, then the independent directors may take any action they deem necessary or appropriate to remedy the misconduct and prevent its recurrence. The policy further provides that the independent directors, to the fullest extent permitted by law in cases they deem appropriate, will require reimbursement to us by our CEO or CFO of any bonus or incentive compensation awarded to him, effect the cancellation of outstanding equity awards to him and seek reimbursement of any gains realized by him on the exercise or sale of any equity-based awards if and to the extent that: (a) the amount of the bonus or equity compensation was calculated based upon the achievement of certain financial results that were subsequently reduced due to a restatement, (b) our CEO or CFO engaged in any fraud, gross negligence or intentional misconduct that caused or contributed to the need for the restatement, and (c) the amount of the bonus or equity compensation that would have been awarded to our CEO or CFO had the results been properly reported would have been lower than the amount actually awarded. When final regulations regarding recoupment are available under the Dodd-Frank Act, we will revisit this policy and revise as necessary in accordance with then-existing law.

Impact of Accounting and Tax

        The Compensation Committee has considered the impact of accounting and tax treatments on our use of equity incentives as a key retention tool. The Compensation Committee has determined that the current estimated costs of continuing to use equity incentives, including stock options, RSUs and PRSUs, relative to the benefits we believe these programs provide does not warrant any change to our current equity incentive framework.

        Section 162(m) of the Internal Revenue Code of 1986, as amended, or Internal Revenue Code, limits the tax deduction for compensation paid to NEOs (with the exception of CFOs) to $1,000,000. This deduction limitation does not apply to compensation that constitutes "qualified performance-based compensation" within the meaning of Section 162(m) of the Internal Revenue Code and regulations promulgated thereunder, including certain performance-based compensation that has been approved by stockholders. While the Compensation Committee is mindful of the benefit to our performance of full deductibility of compensation, the Compensation Committee believes that it should not be constrained by the requirements of Section 162(m) of the Internal Revenue Code where those requirements would impair flexibility in compensating our executive officers in a manner that can best promote our corporate objectives. Therefore, the Compensation Committee has not adopted a policy that requires that all compensation be deductible and approval of compensation, including the grant of stock options or other "performance-based compensation" to our executive officers, by the Compensation Committee is not a guarantee of deductibility under the Internal Revenue Code. The Compensation Committee intends to continue to compensate our executive officers in a manner consistent with the best interests of the company and our stockholders. We have in the past, and may in the future, award compensation that is not fully deductible under the Internal Revenue Code when we view such compensation as consistent with our compensation policies and in the best interests of the company and our stockholders.

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        Under our retention letters with our NEOs and transition agreement with Mr. McGirr, we do not compensate executives for any excise tax liability they may incur by reason of payments and benefits received pursuant to the letters. As a result, if an NEO is assessed any excise tax liability under Section 280G of the Internal Revenue Code as a result of payments and benefits received under a retention letter in connection with a change-in-control, that NEO is responsible for the payment of such excise tax.

Equity Granting Practices

        We have never had a program or policy in place to coordinate equity grants with the release of material, non-public information. Throughout the year, we issue stock option and RSU awards to our employees and, beginning in 2013, PRSU awards to our NEOs, in connection with hiring, promotion and our annual performance cycle. In addition, the Compensation Committee has authorized a pool of shares of our common stock from which Mr. Bonney may issue equity awards to certain employees, which does not include our Executive Officers, from time to time during the year in recognition of extraordinary results. All options are priced no lower than the closing market price of our common stock on the grant date. The Compensation Committee approves guidelines for equity awards issued in connection with hiring, promotion and our annual performance cycle. Mr. Bonney is required to further approve or delegate authority to approve all individual awards issued in accordance with the foregoing pools and guidelines. In 2013, the Compensation Committee approved all awards of stock options, RSUs and PRSUs to Executive Officers other than Mr. Bonney and all awards to non-Executive Officers that are made outside of pre-approved guidelines, and the independent members of the Board approved all awards of stock options, RSUs and PRSUs to Mr. Bonney. Effective as of February 2014, the Compensation Committee approves all awards of stock options, RSUs and PRSUs for all of our Executive Officers, including Mr. Bonney, and all awards to non-Executive Officers that are made outside of pre-approved guidelines, and the independent members of the Board ratify all awards of stock options, RSUs and PRSUs to Mr. Bonney.

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Summary Compensation Table

        The following table provides information concerning the compensation of our NEOs for the years covered in the table.

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Grants of Plan-Based Awards in 2013

        The following table provides information concerning grants of plan-based awards made to our NEOs during 2013.