DEF 14A 1 tm2131181-1_def14a.htm DEF 14A tm2131181-1_def14a - none - 38.7345167s
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.   )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Pursuant to §240.14a-12
Juniper Networks, 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):

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

2022 Annual Meeting of Stockholders
Notice of Annual Meeting and Proxy Statement
Table of Contents
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Notice of 2022 Annual Meeting
of Stockholders
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[MISSING IMAGE: tm2032579d2-icon_heldpn.jpg]TO BE HELD
[MISSING IMAGE: tm2032579d2-icon_meetpn.jpg]VIRTUAL MEETING
[MISSING IMAGE: tm2032579d2-icon_attendpn.jpg]ATTENDANCE
Wednesday, May 11, 2022
at 8:00 a.m. Pacific Time,
with check-in beginning at
7:45 a.m. Pacific Time.
The Annual Meeting of Stockholders,
and any adjournments or postponements thereof,
will be a virtual meeting conducted via live
webcast. You may log onto www.virtualshareholdermeeting.com/JNPR2022
and enter your 16-digit control number.
You will be able to attend the
Annual Meeting of Stockholders online, submit your questions online, and vote your shares electronically during the meeting.
ITEMS OF BUSINESS
Proposal
1
To elect ten directors to hold office until the next annual meeting of stockholders and until their respective successors have been elected and qualified;
2
To ratify the appointment of Ernst & Young LLP, as Juniper Networks, Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2022;
3
To hold a non-binding advisory vote on executive compensation;
4
To approve the amendment and restatement of the Juniper Networks, Inc., 2015 Equity Incentive Plan to, among other things, (i) increase the number of shares of common stock reserved for issuance thereunder by 4,500,000, and (ii) to modify the definition of  “Annual Value” used to determine the value of the RSUs granted to our non-employee directors; and
5
To consider such other business as may properly come before the annual meeting.
RECORD DATE
You are entitled to notice of, and to vote at, the Annual Meeting of Stockholders only if you were a Juniper Networks stockholder as of the close of business on March 18, 2022. The Notice of Internet Availability of Proxy Materials will be mailed, and the attached proxy statement is being made available, to our stockholders beginning on or about March 28, 2022.
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We are furnishing our proxy materials electronically. Most of our stockholders will receive a Notice of Internet Availability of Proxy Materials instead of a paper copy of our proxy materials. The Notice of Internet Availability of Proxy Materials contains instructions on how to access this proxy statement (including the proxy card) and our 2021 Annual Report on Form 10-K over the internet, how to request a paper or email copy of these materials, and how to vote by mail or via the internet.
By Order of the Board of Directors,
Robert S. Mobassaly
Senior Vice President,
General Counsel and Secretary

March 28, 2022
[MISSING IMAGE: tm2032579d2-icon_votepn.jpg]WHETHER OR NOT YOU PLAN TO ATTEND THE VIRTUAL ANNUAL MEETING, PLEASE VOTE AS SOON AS POSSIBLE
You may revoke your proxy at any time prior to the Annual Meeting of Stockholders. Whether or not you plan to attend the Annual Meeting of Stockholders, we encourage you to read this proxy statement and vote your shares as soon as possible to ensure that your shares are represented.
If you are a beneficial stockholder, your broker will NOT be able to vote your shares other than in connection with the ratification of the selection of our independent auditor unless you have given your broker specific instructions to do so.
You may vote via the Internet, by telephone, or, if you have received a printed version of these proxy materials, by mail. For specific instructions on how to vote your shares, refer to the section entitled “General Information” of this proxy statement, the instructions in the Proxy Statement Summary, the proxy card or the Notice of Internet Availability.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 11, 2022
The proxy statement, form of proxy and our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 are available without charge at www.proxyvote.com. Information contained on the website is not incorporated by reference into this proxy statement or any other report we file with the Securities and Exchange Commission.
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Juniper Networks, Inc. Notice of 2022 Annual Meeting and Proxy Statement   

Proxy Statement Summary
This summary highlights selected information about the items to be voted on at the annual meeting and information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider in deciding how to vote, and you should read the entire proxy statement carefully before voting. The information contained on juniper.net or any other website referred to herein is provided for reference only and is not incorporated by reference into this proxy statement.
Information about our 2022 Annual Meeting of Stockholders
Date:
Wednesday, May 11, 2022
Time:
8:00 a.m. Pacific Time — Online check-in will begin at 7:45 a.m. Pacific Time.
Please allow ample time for the online check-in procedures.
Admission:
Our virtual annual meeting is being held via the internet through a virtual web conference at www.virtualshareholdermeeting.com/JNPR2022. To participate in the annual meeting, you will need the 16-digit control number included on your Notice of Internet Availability of the Proxy Materials, on your card or on any additional voting instructions that accompanied your proxy materials.
Voting:
Stockholders as of the record date, March 18, 2022, are entitled to vote. Your broker will not be able to vote your shares with respect to any of the matters presented at the meeting, other than the ratification of the selection of our independent auditor, unless you give your broker specific voting instructions.
Even if you plan on attending our virtual meeting on May 11, 2022
please vote as soon as possible before the meeting by:
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During the virtual meeting, you will be able to vote electronically and submit questions at
www.virtualshareholdermeeting.com/JNPR2022.
For additional information about the virtual annual meeting, please refer to the General Information section below.
 
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Juniper Networks, Inc. Notice of 2022 Annual Meeting and Proxy Statement   1

 
Meeting Agenda and Voting Recommendations
More
Information
Board
Recommendation
Reasons for
Recommendation
Proposal 1
To elect ten directors to hold office until the next annual meeting of stockholders and until their respective successors have been elected and qualified.
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FOR
each nominee
The Board of Directors (“Board”) and its Nominating and Corporate Governance Committee believe the Board nominees possess the skills, experience and diversity to effectively monitor performance, provide oversight and advise management on our long-term strategy.
Proposal 2
To ratify the appointment of Ernst & Young LLP as Juniper Networks, Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2022.
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FOR
Based on the Audit Committee’s assessment of Ernst & Young LLP’s qualifications and performance, the Board believes that retention of Ernst & Young LLP for the fiscal year ending December 31, 2022 is in our stockholders’ best interests.
Proposal 3
To hold a non-binding advisory vote regarding executive compensation.
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FOR
Our executive compensation programs demonstrate the evolution of our pay for performance philosophy and reflect the input of stockholders from our outreach efforts.
Proposal 4
To approve the amendment and restatement of the Juniper Networks, Inc. 2015 Equity Incentive Plan (i) to increase the number of shares of common stock reserved for issuance thereunder by 4,500,000, and (ii) to modify the definition of “Annual Value” used to determine the value of the RSUs granted to our non-employee directors.
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FOR
We believe our success is due to our highly talented employee base. Our ability to grant equity awards is a necessary and powerful recruiting and retention tool for us to obtain the quality personnel that we need to move our business forward. In addition, we aim to compensate our directors at the median market level as compared to our peers, including through equity awards.
We will also consider any other matters that may be properly brought before the 2022 annual meeting of stockholders (and any postponements or adjournments thereof).
Corporate Governance Highlights
Juniper Networks, Inc., a Delaware corporation (“Juniper Networks,” “Juniper”, the “Company,” “we” or “our”), is committed to having sound corporate governance principles that we believe serve the best interest of all our stockholders. Some highlights of our corporate governance practices are listed below. In addition, we regularly evaluate our practices against prevailing best practices and emerging and evolving topics identified through stockholder outreach, current literature, and corporate governance organizations.
Board Practices
Independent Oversight
Stockholder Rights

Commitment to Board refreshment (including the appointment of three new directors in 2019)

Annual Board, committee and director evaluations

Regular focus on management and director succession planning

Robust stock ownership requirements for directors and named executive officers

Prohibition against director, officer and employee hedging and pledging of Juniper Networks stock and “claw-back” policy

Each director attended at least 75% of Board and committee meetings

No “over-boarding”

Board and committee oversight of cybersecurity

Regular executive sessions of independent directors

9 out of 10 director nominees are independent

Separate chair, lead independent director and CEO

Risk oversight by full Board and committees

Chair is an independent director

Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are 100% independent

44% of our current independent directors are ethnically diverse or women

Our Compensation Committee uses an independent compensation consultant

2 of the 3 members of our Audit Committee are “audit committee financial experts” under SEC rules

Annual election of directors

Majority voting and director resignation policy for directors in uncontested elections

Proxy access right for stockholders

Stockholder outreach/engagement program

No multi-class or non-voting stock

Annual publication of a corporate diversity update and annual pay equity review process/analysis
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Environmental, Social and Governance Highlights
We continue to believe in the power of a connected world to bring us all closer together, and that when we’re all connected there’s nothing we cannot change for the better. Our mission is to power connections and empower change — to be a responsible global citizen and influence meaningful differences in the world around us. We aim to support our global community of customers, partners and employees.
Our Environmental, Social and Governance (ESG) priorities are organized into three pillars — Environmental Sustainability, People and Communities and Corporate Governance. Our efforts within these pillars focus on issues that are most relevant to our business and important to our stakeholders.
Applying a management system approach with strong internal governance and Board and executive leadership oversight enables us to align our ESG priorities with our corporate priorities and objectives, as well as our values, which we refer to as the Juniper Way — Be Bold, Build Trust, and Deliver Excellence.
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We are proud to be recognized as an employer that has a positive culture for employees to thrive and where we are making a difference in the world around us.
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Juniper Networks, Inc. Notice of 2022 Annual Meeting and Proxy Statement   3

 
Director Nominees
Our business is managed under the direction of our Board of Directors, which is currently composed of ten members. Juniper’s stockholders elect the Company’s Board members annually. All of our current directors were elected at the 2021 Annual Meeting by our stockholders to serve for a term expiring at the 2022 Annual Meeting. The following table sets forth the name, age, tenure, independence and committee assignments for each of our directors as of the date this proxy statement was filed with the U.S. Securities and Exchange Commission (the “SEC”).
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BOARD OF DIRECTORS
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Juniper Networks, Inc. Notice of 2022 Annual Meeting and Proxy Statement   5

 
Active Stockholder Engagement
Despite the ongoing COVID-19 pandemic, in 2021 we proactively sought meetings with stockholders who in the aggregate hold over 64% of our shares outstanding, which resulted in Juniper Networks meeting virtually with stockholders who in the aggregate hold approximately 30% of our shares outstanding. For more information on our stockholder engagement efforts, please see the “Stockholder Engagement” section of this proxy statement.
Executive Compensation Highlights
Our executive compensation program is designed to hold our executives accountable for results over the long term and reward them for consistent strong performance. Our Compensation Committee strives to design a fair and balanced approach to our executive compensation programs by providing for short and long-term focused programs that emphasize a pay-for-performance philosophy.
Demonstrating our continued commitment to align compensation to overall corporate performance, in 2021, 90% of our Chief Executive Officer’s target direct compensation was “variable” compensation in the form of an annual cash bonus incentive and equity awards. Further, our Chief Executive Officer’s target direct compensation compared to his realizable pay outcome demonstrates the strong “pay-for-performance” philosophy instituted by our Compensation Committee.
As a result of the Compensation Committee’s evaluation of the “Say-on-Pay” advisory vote, which resulted in approval by 93% of the votes cast, at our 2021 annual meeting of stockholders, the feedback received from our stockholder engagement, the advice from the Compensation Committee’s independent compensation consultant and its ongoing review of our compensation program philosophy and design, the Compensation Committee did not make any significant changes to the design of our executive compensation and equity programs in 2021. The Compensation Committee continued to grant performance share awards based upon longer-term relative total shareholder return. We encourage you to also review the full “Executive Compensation” section of this proxy statement, including the “Compensation Discussion and Analysis,” for additional details.
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Corporate Governance Principles and Board Matters
Corporate Governance Guidelines
Juniper Networks is committed to having sound corporate governance practices and has adopted formal Corporate Governance Standards to enhance our effectiveness implementing these practices. Having such principles is essential to running our business efficiently and maintaining our integrity in the marketplace. A copy of our Corporate Governance Standards is available on our website at
http://investor.juniper.net/investor-relations/corporate-governance/default.aspx.
Code of Business Conduct and Ethics
We have adopted a code of business conduct and ethics applicable to all Juniper Networks employees, officers and directors in compliance with the rules of the SEC and the listing standards of the New York Stock Exchange (the “NYSE”), known as our Worldwide Code of Business Conduct. This Worldwide Code of Business Conduct is publicly available on our website at http://investor.juniper.net/investor-relations/corporate-governance/default.aspx.
You may also obtain free copies of the Corporate Governance Standards and the Worldwide Code of Business Conduct by contacting the Investor Relations Department at our corporate offices by calling 1-408-745-2000 or by sending an e-mail message to investor-relations@juniper.net. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding any amendment to, or waiver from, a provision of our Corporate Governance Standards or our Worldwide Code of Business Conduct by posting such information on our website, at the address and location specified above.
Board Independence
Our Board is independent:

9 of 10 director nominees are independent

We have both an independent Chair of the Board and a Lead Independent Director

Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are 100% independent
The NYSE’s listing standards and our Corporate Governance Standards provide that a majority of our Board must be “independent.” Under the NYSE’s listing standards, no director will be considered independent unless our Board affirmatively determines that such director has no material relationship with the Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company). Our Board reviews the independence of its members annually. Our Board has determined that, except for Rami Rahim who is an employee of the Company, (i) none of the current directors have a material relationship with Juniper Networks, and (ii) that each of our current director nominees whose names are set forth below in Proposal No. 1 Election of Directors are independent within the meaning of the NYSE director independence standards.
The Board has determined that each of the members of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee of the Board has no material relationship with Juniper Networks and is “independent” within the meaning of the NYSE director independence standards, including in the case of the members of the Audit Committee and the Compensation Committee, which are subject to the heightened “independence” standard required for such committee members set forth in the applicable SEC and NYSE rules. The members of the Compensation Committee are also non-employee directors as defined in Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
In making the determination of the independence of our directors, the Board considered whether there were any transactions between Juniper Networks and entities associated with our directors or members of their immediate families, including transactions involving Juniper Networks, investments in companies in which our directors or their affiliated
 
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Juniper Networks, Inc. Notice of 2022 Annual Meeting and Proxy Statement   7

 
entities are stockholders, and payments made to or from companies and entities in the ordinary course of business where our directors or members of their immediate families serve as partners, directors or as a member of the executive management of the other party to the transaction, and did not identify any such transactions.
Board Structure and Committee Composition
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Annual Election and Majority Voting Standard
Each director serves for a term expiring at the next annual meeting of stockholders and until the director’s successor is duly elected and qualified, or until the director’s earlier death, resignation or removal. Our bylaws provide that each director nominee must receive the majority of the votes cast with respect to the director’s election (i.e., the number of shares voted “FOR” a director nominee must exceed the number of votes cast “AGAINST” that director nominee). However, in the event that a stockholder has properly nominated a person or persons for election to the Board and such nomination is not timely withdrawn prior to the first mailing of our notice of a meeting where directors are to be elected, then each director nominee shall be elected by a plurality of the votes cast.
If a director nominee who is currently serving as a director is not re-elected at the annual meeting, under Delaware law, the director will continue to serve on the Board as a “holdover director.” However, pursuant to our Corporate Governance Standards, as a condition to re-nomination, each incumbent director is required to submit a conditional resignation from the Board in writing to the Chair of the Nominating and Corporate Governance Committee of the Board. If the director nominee fails to receive the requisite vote contemplated by our bylaws, the Nominating and Corporate Governance Committee will make a recommendation to the Board as to whether to accept or reject the resignation, or whether other action should be taken. The Board will act on the Nominating and Corporate Governance Committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of the election results. Thus, the resignation will become effective only if the director nominee fails to receive a majority of votes cast for re-election, and the Board accepts the resignation.
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 Corporate Governance Principles and Board Matters
 
Proxy Access
The Company’s bylaws provide that under certain circumstances, a stockholder, or group of up to 20 stockholders, who have maintained continuous ownership of at least three percent (3%) of our common stock for at least three years prior to such nomination may nominate and include a specified number of director nominees in our annual meeting proxy statement. The number of stockholder nominated candidates appearing in our proxy statement cannot exceed the greater of two (2) candidates or twenty percent (20%) of the aggregate number of directors then serving on the Board (rounding down). For a description of the process for nominating directors, see the information under the “General Information — Stockholder Proposals and Nominations” section of this proxy statement.
Board Committees
The Board has a standing Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee. The membership and principal function of each of these committees are described below. Each of these committees operates under a written charter adopted by the Board. The charters of these committees are available on Juniper Networks’ website at http://investor.juniper.net/investor-relations/corporate-governance/default.aspx. The Board may add new committees as it deems advisable for purposes of fulfilling its primary responsibilities.
The following table shows all persons who served on the Board, Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee, and the number of Board meetings and committee meetings during 2021:
Name of Director
Board
Audit Committee
Compensation Committee
Nominating and Corporate
Governance Committee
Non-Employee Directors:
Gary Daichendt
X
CHAIR
Anne DelSanto
X
X
Kevin DeNuccio
X
X
James Dolce
X
X
Christine Gorjanc(1)
X
X
Janet Haugen(1)
X
CHAIR
Scott Kriens
CHAIR
Rahul Merchant
X
X
William Stensrud
X
CHAIR
Employee Director:
Rami Rahim
X
Number of Meetings in Fiscal 2021
5
8
5
4
(1)
The Board has determined that Ms. Gorjanc and Ms. Haugen is each an “audit committee financial expert” within the meaning of the rules promulgated by the SEC.
Audit Committee
The Audit Committee, among other duties, assists the Board in fulfilling its responsibilities for general oversight of the:

integrity of the Company’s financial statements;

compliance with the Company’s legal and regulatory requirements;

management of the Company’s information security risk program;

qualifications, independence and performance of the Company’s independent registered public accounting firm;

performance of the Company’s internal audit function;

Company’s internal accounting and financial controls, as well as risk management policies; and

performance of the ethics and compliance function.
The Audit Committee works closely with management as well as our independent registered public accounting firm to fulfill its obligations. In addition, to further strengthen the Audit Committee’s oversight responsibilities, each of the Vice President of Internal Audit and the Vice President and Chief Compliance Officer report directly to the Audit Committee, and the Company’s Chief Accounting Officer meets in executive sessions with the Audit Committee. The Audit Committee
 
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has the authority to receive appropriate funding from the Company for obtaining advice and assistance from outside legal, accounting or other advisors as the Audit Committee deems necessary to carry out its duties.
No member of the Audit Committee may serve on the audit committee of more than three public companies, including the Company, unless the Board determines that such simultaneous service would not impair the ability of such member to effectively serve on the Audit Committee, and discloses such determination in accordance with NYSE requirements.
Compensation Committee
The Compensation Committee discharges the Board’s responsibilities relating to the compensation of our executive officers and Board members as well as our human capital management function, including:

conducting an evaluation of the Chief Executive Officer with the entire Board;

reviewing the Compensation Discussion and Analysis and preparing an annual report on executive compensation for inclusion in our proxy statement;

approving and evaluating executive officer compensation philosophy and related plans, policies and programs;

evaluating and making recommendations regarding Board compensation on an annual basis;

periodically reviewing the Company’s programs and practices related to human capital management, including workforce inclusion and diversity; and

conducting an annual compensation risk assessment to consider whether the Company’s incentive compensation policies and programs contain incentives for executive officers to take risks in performing their duties that are reasonably likely to have a material adverse effect on the Company.
The Compensation Committee also has responsibility for reviewing the overall equity award practices of the Company, including review and approval of the Company’s annual equity budget under the Company’s equity incentive plans and administration of the Company’s equity incentive plans and the employee stock purchase plan. The Compensation Committee has the authority to receive appropriate funding from the Company for obtaining advice and assistance from outside legal, compensation consultants or other advisors as the Compensation Committee deems necessary to carry out its duties.
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee:

engages in Board succession planning to anticipate the future needs of the Board and its standing committees;

seeks and recommends the nomination of individuals qualified to become Board members, consistent with criteria approved by the Board;

reviews and makes recommendations regarding the composition of the Board;

oversees the governance of the Board, including establishing and overseeing compliance with our Corporate Governance Standards;

oversees the Company’s programs, policies and practices relating to environmental, social, and governance matters applicable to the Company and impact to support the sustainable growth of the Company’s business and oversees the Company’s positions, strategies and practices related to influencing or contributing to the development of public policy;

identifies best practices and recommends corporate governance principles to the Board; and

attends to and effectively responds to stockholder concerns regarding corporate governance.
Board Leadership Structure and Role of the Lead Independent Director
The Board’s leadership structure is comprised of an independent Chair of the Board and a Lead Independent Director, each of whom are appointed, and at least annually reaffirmed, by at least a majority of Juniper Networks’ independent directors. Mr. Kriens has served as Chair of the Board since 1996 and served as Chief Executive Officer of the Company from 1996 to 2008. Since March 2015, Mr. Daichendt has served as the Lead Independent Director.
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 Corporate Governance Principles and Board Matters
 
The duties of the Chair of the Board, Lead Independent Director and Chief Executive Officer are set forth in the table below:
Chair of the Board
Lead Independent Director
Chief Executive Officer
Duties

Sets the agenda of Board meetings

Presides over meetings of the full Board

Contributes to Board governance and Board processes

Communicates with all directors on key issues and concerns outside of Board meetings

Presides over meetings of stockholders

Provides input regarding Board meetings scheduling and agendas

Makes recommendations to the Chair regarding the retention of Board consultants

Presides over executive sessions of the Board if and when the Chair is not independent under applicable standards

Acts as a liaison between the independent directors and the Chair and Chief Executive Officer on sensitive issues

Sets strategic direction for the Company

Creates and implements the Company’s vision and mission

Leads the affairs of the Company, subject to the overall direction and supervision of the Board and its committees and subject to such powers as reserved by the Board and its committees
The Board believes that this overall structure of a separate Chair of the Board and Chief Executive Officer, combined with a Lead Independent Director, results in an effective balancing of responsibilities, experience and independent perspectives that meets the current corporate governance needs and oversight responsibilities of the Board. The Board also believes that this structure benefits the Company by enabling the Chief Executive Officer to focus on strategic matters while the Chair of the Board focuses on Board process and governance matters. The structure also allows the Company to benefit from Mr. Kriens’ experience as a former Chief Executive Officer of the Company.
The independent directors of the Company meet at least quarterly in executive sessions. Executive sessions of the independent directors are chaired by the Lead Independent Director if and when the Chair is not “independent” under applicable standards. The executive sessions include discussions and recommendations regarding guidance to be provided to the Chief Executive Officer and such other topics as the independent directors may determine.
Identification and Evaluation of Nominees for Director
The Nominating and Corporate Governance Committee’s criteria and process for evaluating and identifying the candidates that it recommends to the full Board for selection as director nominees are as follows:
1 Board Succession
2 Identify
3 Evaluate Candidate
4 Meet with Candidates
5 Recommend Candidate
Develop list of skills and qualifications sought in new directors and evaluate current Board Composition
Proposed by stockholders, directors, and/or others
Screen qualifications, assess impact on Board composition, review independence and conflicts
Multiple meetings scheduled with Board Chairman, members of the Nominating and Corporate Governance Committee, and other members of the Board
Nominating and Corporate Governance Committee considers feedback and makes recommendation to the Board

The committee regularly, and at least annually, reviews the composition and size of the Board, and whether any vacancies on the Board are expected due to retirement or otherwise.

The committee reviews the qualifications of any candidates who have been properly recommended or nominated by a stockholder other than through our proxy access bylaws, as well as those candidates who have been identified by management, individual members of the Board or, if the committee determines, a search firm. Such review may, in the committee’s discretion, include a review solely of information provided to the committee or may also include discussions with persons familiar with the candidate, an interview with the candidate or other actions that the committee deems proper. Please see the information under the “General Meeting — Stockholder Proposals and Nominations” section of this proxy statement for more information on stockholder recommendations and nominations of director candidates.
 
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The committee considers the suitability of each director candidate, including the current members of the Board, in light of the current size and composition of the Board. Although the committee does not have a specific policy on diversity, in evaluating the qualifications of the candidates, the committee considers many factors, including issues of character, judgment, independence, age, education, expertise, diversity of experience, length of service, other commitments and ability to serve on committees of the Board, as well as other individual qualities and attributes that contribute to board heterogeneity, including characteristics such as race, gender, cultural background and national origin. The committee believes that a Board with a variety of points of view can help contribute to a more effective decision-making process. When recommending candidates, the committee strives to select candidates that have diverse perspectives, experiences and expertise such that the skill set of each candidate complements those of other directors and nominees to create a balanced Board. The committee evaluates the factors discussed above, among others, and does not assign any particular weighting or priority to any of these factors. While the committee has not established specific minimum qualifications for director candidates, the committee believes that candidates and director nominees must reflect a Board that is comprised of directors who (i) are predominantly independent, (ii) possess high personal and professional ethics and integrity, (iii) have qualifications that will increase overall Board effectiveness, (iv) meet requirements of applicable rules and regulations, such as financial literacy or financial expertise with respect to Audit Committee members, and (v) are willing and able to represent the best interests of all stockholders of the Company.

The committee also considers the interests and plans of individual directors and their interest in continuing as members of the Board.

In evaluating and identifying candidates, the committee has the authority to retain and terminate any third-party search firm that is used to identify director candidates. It also has the authority to approve the fees and retention terms of any search firm.
Annual Evaluation of Director Performance

The committee conducts an annual evaluation of the performance of individual directors, the Board as a whole, and each of the Board’s standing committees, including an evaluation of the qualifications of individual members of the Board and its committees. The evaluation is conducted via oral interviews by a third-party legal advisor selected by the committee, which uses as a basis for discussion a list of questions that are provided to each director in advance. The results of the evaluation and any recommendations are provided orally to the committee by the third-party legal advisor, and to the Board and the other standing committees of the Board either by the committee or the third-party legal advisor.

After review and consideration, the committee recommends to the Board director candidates to be nominated by the Board for election to the Board. The Board reviews the committee’s recommendations and approves final nominations.
In addition to the foregoing process, the committee and the Board also take into consideration the perspectives of stockholders regarding Board composition and corporate governance matters and incorporates those perspectives into its overall identification and selection process.
Management Succession Planning
Our Board believes that the directors and the Chief Executive Officer should collaborate on management succession planning and that the entire Board should be involved in the critical aspects of the succession planning process for our Chief Executive Officer, including establishing selection criteria that reflect our business strategies, identifying and evaluating potential internal candidates, and making key management succession decisions. Management succession is regularly discussed by the directors in Board meetings and in executive sessions of the Board.
In addition, our Board annually conducts a detailed review of the Company’s leadership pipeline, talent strategies and succession plans for key management positions. Directors become familiar with potential successors for key management positions through various means, including the comprehensive annual talent review, Board dinners and presentations, and informal meetings.
12   

 Corporate Governance Principles and Board Matters
 
Board’s Role in Risk Oversight
The Board recognizes that risk is inherent in the Company’s pursuit and achievement of our strategic and operating objectives. The Board has oversight responsibility for the Company’s Enterprise Risk Management framework, which is designed to:

identify, assess, prioritize, manage and communicate risks to which the Company is exposed in our business; and

foster a corporate culture of integrity.
To fulfill its oversight responsibility, the Board also regularly reviews, consults and discusses with management on strategic direction, challenges and risks faced by the Company. It also reviews the Company’s annual and quarterly financial results and forecasts. The Board as a whole and through the various Board committees oversees the Company’s management of material enterprise level risk, focusing primarily on four areas of risk:
1
2
3
4
Strategic
Operational
Compliance
Financial
The Board has tasked designated committees of the Board with oversight under each of these areas of enterprise level risk management and these committees provide regular reports on the Company’s risk management efforts to the full Board:

The Audit Committee oversees management of all four areas of enterprise level risk. It oversees financial risks in both financial performance and financial reporting as well as financial risk management strategies and the Company’s outside independent auditors. The Audit Committee also reviews and provides oversight of strategic risks inherent in all four risk areas, each of which are included in the Company’s enterprise risk assessment and management policies as well as compliance risk, including legal, regulatory and ethics programs. In addition, while the Board oversees the Company’s cybersecurity risk management program as part of its operational risk management responsibilities, the Board has designated the Audit Committee with the responsibility to regularly review the Company’s processes and procedures around managing cybersecurity risks and incidents, as discussed in greater detail below.

The Compensation Committee assists the Board in fulfilling its oversight responsibilities with respect to the management of operational risks and compliance risks relating to and arising from the Company’s executive and employee compensation plans, policies, programs, and practices, including human capital management and workforce inclusion and diversity.

The Nominating and Corporate Governance Committee assists the Board in fulfilling its oversight responsibilities with respect to the management of strategic risks associated with Board organization, membership and structure, succession planning for our directors and management, and corporate governance, including programs, policies and practices relating to environmental, social, and governance matters applicable to the Company.
Management is responsible for the direct management and oversight of strategic, operational, compliance, and financial risks, and the Company’s formal program to continually and proactively identify, assess, prioritize and mitigate enterprise risk. Critical risks are managed through cross-functional participation in senior level corporate compliance and the Enterprise Risk Management Committee. The Corporate Compliance Committee focuses on legal and regulatory compliance risks, and the Enterprise Risk Management Committee focuses on operational and strategic risks. Annually, management reviews with the Board a comprehensive assessment of risks for the Company based upon the COSO Integrated Risk Management Framework methodology. In addition, throughout the year, the Chief Executive Officer and other members of senior management review with the Board key strategic and operational issues, opportunities, and risks. Further, both the Board and the Audit Committee receive reports and presentations from management on the Company’s risk mitigation programs and efforts, cybersecurity programs, compliance programs and efforts, investment policy and practices and the results of various internal audit projects.
Cybersecurity Risk Oversight
The Board also oversees the Company’s cybersecurity risk management program as part of its operational risk management responsibilities. In order to respond to the threat of security breaches and cyberattacks, we have developed a program, overseen by the Company’s Chief Information Officer, that is designed to protect and preserve
 
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Juniper Networks, Inc. Notice of 2022 Annual Meeting and Proxy Statement   13

 
the confidentiality, integrity and continued availability of information owned by, or in the care of, the Company. This program includes a cyber incident response plan that provides controls and procedures for timely and accurate reporting of any material cybersecurity incident and the maintenance by the Company of insurance coverage to defray the financial losses suffered by the Company in the event of an information security breach. In support of the Board’s oversight of the Company’s cyber risk management program, the Audit Committee receives regular reports from the Chief Information Officer and other senior executives at the Company. In addition, the Board, periodically, and the Audit Committee, regularly, receive updates throughout the year from management about the results of exercises and response readiness assessments led by outside advisors who provide third-party independent assessments of our Company-wide information security strategy and our internal response preparedness. Currently, four of our directors, including two members of our Audit Committee, have cybersecurity expertise.
We have also implemented a robust information security training program that includes, among other things, multiple mandatory trainings for all of our employees, and one surprise test of our employees to confirm employees are implementing best practices learned during the trainings, and specialized trainings developed specifically for employee populations working in areas such as our corporate network or development of our products.
COVID-19 Pandemic Risk Oversight
In response to the ongoing COVID-19 pandemic, the Juniper Crisis Management Team has been following a risk-based and phased approach by aligning with local government guidelines and national government mandates for our operations. Throughout the ongoing COVID-19 pandemic, the Board has overseen our crisis management, policies and cross-functional responses throughout the Company to ensure that we continue to identify and respond to emerging risks and provide meaningful updates to our stakeholders. In particular, through regular updates and communications with management, the Board has actively participated in overseeing the impact of the COVID-19 pandemic on our employees, business operations, and our financial position and results of operations; understanding how management is assessing the impact, and considering the nature and adequacy of management’s responses, including health safeguards, business continuity, internal communications, and infrastructure; and reviewing stakeholder communications plans with management, ensuring effective and transparent communications.
Environmental, Social and Governance Matters
Our environmental, social and governance (“ESG”) strategy encompasses our corporate social responsibility (“CSR”) activities, impacts and performance. Our CSR objectives, at a glance, are:

Support our global community of customers, partners, employees, and the planet.

Enable a diverse workforce and inclusive workplace at Juniper, and provide equitable employment opportunities in the Digital Economy.

Advance business integrity with our customers and in our supply chain, and build trust with our key stakeholders.

Operate in an environmentally sustainable and responsible manner.
Juniper Networks believes in building more than a network. It is our mission to power connections and empower change. We are committed to supporting sustainable operations across our business and worldwide supply chain including by maintaining policies and practices that mandate safe working conditions, require that workers be treated with respect and dignity, and that encourage the development of processes and products that are environmentally responsible. We believe in conducting business ethically, with integrity and good corporate governance, wherever we do business. For example, in 2021, in order to align our business with universal principles on human rights, labor, environment and anti-corruption, and to promote gender equality and women’s empowerment in the workplace, economy and global communities, we joined as a signatory supporter of the United Nations Global Compact and supporter of the United Nations Women’s Empowerment Principles.
14   

 Corporate Governance Principles and Board Matters
 
ESG Governance
Oversight of our ESG activities, impacts and performance starts with our Board, which believes that operating sustainably is an ongoing priority for the Company. In furtherance of the Board’s oversight of our ESG program:
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The Company’s leadership team has ultimate responsibility for our ESG activities. A Corporate Social Responsibility Executive Committee comprised of senior executives representing the various business functions across the Company has been established to support continued focus and alignment within the Company on these important initiatives. This leadership committee directs the overall vision, strategy and execution of our ESG activities, and works to maintain alignment with corporate priorities and objectives, as well as our values, which we refer to as The Juniper Way — Be Bold, Build Trust, and Deliver Excellence.
We utilize an assessment process to help focus our resources and attention on those areas that we believe can most meaningfully impact Juniper and have a meaningful impact beyond Juniper. We maintain an ongoing and inclusive dialogue with our internal and external stakeholders in which we communicate our progress on important topics and collect valuable insights and feedback, which helps us assess both potential risks and opportunities and improve how we manage relevant issues. As part of Juniper’s stakeholder engagement model, Juniper is an active participant in a variety of government and industry organizations, such as the Responsible Business Alliance, Responsible Minerals Initiative, and CDP Supply Chain. Through our memberships, we promote the development and adoption of collaborative approaches in applying leading standards and practices in the Information Communication and Technology sector and throughout the supply chain.
Our ESG Activities
Our ESG priorities are organized into three pillars — Environmental Sustainability, People and Communities, and Corporate Governance. Our efforts within these pillars focus on issues that we believe are most relevant to our business and important to our stakeholders.
 
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2021 ESG Progress and Achievements
We are pleased to share the strides we have made in our ESG activities and performance in our Corporate Social Responsibility Report, which is available at https://www.juniper.net/us/en/company/corporate-responsibility. Our Corporate Social Responsibility Report has been prepared using guidance from the Global Reporting Initiative Sustainability Reporting Guidelines “Core” option and the Sustainability Accounting Standards Board standards. We are proud that our progress has resulted in recognition as one of 2021 America’s Most JUST Companies, and to be awarded a position on the 2021 CDP Climate A List and Supplier Engagement Leaderboard, the Bloomberg Gender Equality Index, and as one of Newsweek America’s Most Responsible Companies for 2022.
Below are a few ESG highlights that demonstrate our commitment to operating sustainably and responsibly:
Climate Action
Our Environmental, Health, Safety, and Security policy outlines our commitments with respect to conducting business in an environmentally responsible way, including a commitment to meet or exceed all applicable environmental, health, safety, and security regulations and a commitment to foster the sustainable use of the earth’s resources as it relates to our products, services, and activities, and to those of our suppliers and customers. As part of our efforts in this regard, we revised our greenhouse gas reduction targets in 2021 and committed to being carbon neutral for our own operations (Scope 1 and Scope 2) by 2025. We continue to focus on energy efficiency, process optimization measures, and clean energy procurement in order to reduce our carbon footprint from our own operations.
The most significant impact to our overall carbon footprint comes from our Scope 3 emissions — activities outside of our own operations such as business travel, employee commuting, our product distribution and use, and emissions resulting from our suppliers’ operations. We believe that strong partnership and communication throughout our supply chain provides us with the greatest opportunity to address our Scope 3 emissions. As part of our Scope 3 emissions management approach, we actively engage with our suppliers and communicate our expectation that they measure, disclose and reduce their greenhouse gas emissions. As a result of our efforts, CDP awarded Juniper a position on the 2021 Climate A List and Supplier Engagement Leaderboard.
We also recognize that measures related to the life cycle of our products can play a significant role in our ongoing efforts to operate in a sustainable manner. We believe our products meet some of the strictest environmental standards in the industry. Juniper has an environmental program, based on our new product introduction process, that supports a circular economy model for environmental sustainability and focuses on energy efficiency, materials innovation, and recyclability. We continue to innovate and assess new technology and processes that can reduce resource impacts and improve efficiencies over a product’s life cycle, from the materials we use and a product’s energy footprint, to packaging and end-of-life. We strive to engineer our products for longevity, flexibility and interoperability — empowering our customers to meet their business and sustainability objectives.
16   

 Corporate Governance Principles and Board Matters
 
Inclusion and Diversity
At our core, we believe innovation and excellence depends on seeking out diverse ideas and fostering a culture where all employees belong.
Creating a highly diverse and inclusive workplace, where everyone has a sense of connection and belonging and are treated with respect and validation, starts with transparency and accountability. We are committed to improving inclusivity by being engaged and accountable at the highest level of leadership. Our commitment to this work starts with our Board and carries through to our Chief Executive Officer, our executive officers, and our employees.
We have implemented trainings, sponsorship and development programs, new employee benefits, inclusion activities, and a commitment to pay parity to drive progress. One of the ways Juniper is working to extend the reach of our inclusion and diversity efforts across Juniper globally is through our Inclusion and Diversity Ambassador Program. The ambassadors add new perspectives to the corporate team, raise awareness about inclusion and diversity policies and activities, and champion respect inclusion and diversity in the workplace. The first cohort of ambassadors included representatives from seven countries and hosted roundtable discussions about the impacts of COVID-19 on families and caregivers, which we believe helped to empower employees to share their experiences and foster togetherness, connection and support.
We support partnerships with organizations that are dedicated to driving industry-wide pay parity, equal rights, and better access to career opportunities. We signed the CEO Action for Diversity & Inclusion pledge, the Business Statement for Transgender Equality, and The Hispanic Promise. We continue to invest in select organizations that deliver education, professional development, talent acquisition and networking opportunities to Juniper and our employees, including Catalyst, Watermark, Blacks In Technology, Out in Science, Technology, Engineering and Mathematics (oSTEM), Hispanic IT Executive Council and Ascend.
Talented, motivated and effective executives and employees are essential to executing our business strategies and propelling our business forward. We track data regularly to hold ourselves accountable and to enable us to monitor our progress. We have shared our workforce data on our website at https://www.juniper.net/us/en/company/inclusion-diversity/.
Community Engagement
As a global company whose operations extend into both developed and developing economies throughout the world, Juniper recognizes the immense opportunity to support the regions and communities in which we operate. In recognition of this, we founded the Juniper Networks Foundation over 20 years ago. Since its founding, the Juniper Networks Foundation has granted over $19 million to nonprofit organizations around the world. As part of our mission to support a talented and diverse global workforce, we have concentrated on funding K-12 science, technology, engineering, and mathematics (STEM) education nonprofits, focusing especially on those organizations that work to empower girls as well as underprivileged and underrepresented minority students. In 2021, Juniper celebrated its 25th anniversary by launching the “Empower Change” Challenge. All employees were challenged to donate $25 of Juniper Foundation funds to a charity or nongovernmental organization of their choice to power connections and empower change.
Business Integrity
We strive to exercise the highest standards of business conduct and ethics in all our dealings inside and outside the Company. We expect our employees and business partners to adhere to high ethical standards and to comply with laws, and these expectations are articulated in our Worldwide Code of Business Conduct and in our Business Partner Code of Conduct. Regular corporate compliance training is required for all employees and is made available through online and in-person interactive sessions. We target compliance training based on risk profiles related to an employee’s location, job function, and department. Our Manager Toolkit Training builds on our Worldwide Code of Business Conduct training by providing additional messaging tools on core principles of priority topics enabling managers to cascade compliance requirements to their teams in a scalable and effective manner.
 
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Supply Chain Management
We are committed to meeting our customers’ expectations of responsible sourcing practices and transparency throughout the networked ecosystem. We communicate these expectations to our partners and suppliers through our Business Partner Code of Conduct, which is aligned with the Ten Principles of the United Nations Global Compact and the Responsible Business Alliance Code of Conduct. When entering into or renewing master agreements, we include our Business Partner Code of Conduct. We measure and monitor our manufacturing partners’ and select direct material suppliers’ compliance to the code and applicable environmental, health and safety, labor and ethics legal requirements using industry-leading audit and assessment protocols. We hold our suppliers accountable for their performance through our corrective action and supplier business review processes. Through our industry and service memberships, we support the development of workshops, trainings and reports focused on building our suppliers’ and employees’ capabilities and understanding of the expectations and best practices. We are committed to working with our suppliers and conducting due diligence to help maintain compliance with these responsible sourcing standards.
Our COVID-19 Response
Throughout the COVID-19 pandemic our priorities and actions have remained focused on protecting the health and safety of all those we serve — our employees, our customers, our suppliers, and our communities, including implementing early and regular updates to our health and safety policies and processes.
The health and safety of our employees and their families is paramount to our success. In March 2020, we asked the majority of our global workforce to work remotely in order to limit the spread of COVID-19 in our offices and communities. In July 2021, we began to bring more workers back into our offices in the United States and India with enhanced health and safety measures based on CDC and other health agency guidelines, and we established COVID-19 testing facilities and vaccination centers for our employees and their families in India. In addition, we implemented technology solutions to manage building occupancy levels and support social distancing and contact tracing requirements. We are focused on providing our workforce with benefits and resources to help them stay safe and healthy so they can meet the needs of our customers and deliver new innovations to the markets we serve, despite challenges introduced by the COVID-19 pandemic.
More than ever, we are committed to connecting customers that are delivering critical services to those most in need, including customers in the healthcare, government and finance sectors. We provide secure networking and wireless solutions to our customers so that they can deliver on their missions during this rapidly evolving time. We continue to support customer demand for our products by working with our suppliers and distributors to address supply chain disruptions as well as travel restrictions that have impacted our operations, and we have been available to support customers in delivering critical network services.
18   

 Corporate Governance Principles and Board Matters
 
Stockholder Engagement
The perspectives, insights and feedback of our stockholders are important to our Board and management, which is why we proactively engage on a regular basis with a significant portion of our stockholders that include our top institutional investors throughout the year. The goal of our stockholder engagement program is to foster strong stockholder relationships leading to mutual understanding of issues and approaches, ultimately giving Juniper insight into stockholder concerns and support as we design and implement strategies for long-term growth. We recognize that stockholders are the owners of the Company and we remain committed to a robust stockholder engagement program and maintaining an open, candid and continuous dialogue with stockholders about relevant issues.
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Throughout 2021, members of our senior management team met with a significant number of our stockholders to discuss matters that are top of mind for our stockholders, such as our strategic direction, financial and operating performance, capital allocation, executive compensation and equity usage, inclusion and diversity, climate action, corporate social initiatives, human capital management, board refreshment, and corporate governance and risk management practices. Despite the ongoing COVID-19 pandemic, in 2021 we proactively sought meetings with stockholders who in the aggregate hold over 64% of our shares outstanding, which resulted in Juniper meeting with stockholders who in the aggregate hold approximately 30% of our shares outstanding.
Juniper also recognizes that some of our stockholders consider data, analytics and insight published by third-party firms to assist in their evaluation of our environmental, social and governance practices and performance. Juniper engages with Sustainalytics, MSCI and Institutional Shareholder Services throughout the year to ensure the information being considered and shared by these third-party firms is current and accurate, as well as to monitor emerging matters and trends.
Our stockholder engagement efforts have provided valuable feedback that help to inform our decisions and our corporate practices and the Board considers feedback from these conversations during its deliberations. For example, as a result of our collaboration, in 2021:

We published our Corporate Social Responsibility Report in alignment with the Sustainability Accounting Standards Board (SASB) and the Global Reporting Initiative (GRI) standards. Through our annual climate change and water reporting with CDP, our environmental disclosures are aligned with the Task force for Climate-related Financial Disclosure (TCFD) recommendations.

We published our fifth annual diversity update. At Juniper Networks, we are committed to innovation and representing diversity in myriad ways — including race, ethnicity, gender, age, background, perspectives, tenure, work style, geography, and sexual orientation. We fundamentally believe that diversity is a competitive asset that we want to amplify because we believe our differences will drive our success.
 
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We continued to focus on our equity grant practices to balance the impact on stockholder dilution while still being able to grant equity awards to our employees at levels within competitive market ranges and reasonably necessary to attract, retain and motivate talent.
While we benefit from ongoing dialogue with many of our stockholders, we recognize that we have not communicated directly with all of our stockholders. If you would like to engage with us, please send correspondence to Juniper Networks, Inc., Attn: Investor Relations, 1133 Innovation Way, Sunnyvale, California 94089 or email Investor-Relations@juniper.net.
Communications with the Board
The Nominating and Corporate Governance Committee of the Board has approved a process by which stockholders or other interested parties may communicate with the Board or individual members of the Board. Stockholders of Juniper Networks and other parties interested in communicating with the Board or any member of our Board may write to them c/o Juniper Networks, Inc., 1133 Innovation Way, Sunnyvale, California 94089. Under the process approved by the Nominating and Corporate Governance Committee, the General Counsel receives and logs communications directed to the Board or any member of the Board, and, unless marked “confidential,” reviews all such correspondence and regularly (not less than quarterly) delivers to the Board, the Lead Independent Director, Chair of the Board or the independent directors of the Board, as applicable, copies of such correspondence. Communications marked “confidential” will be logged as received by the General Counsel and then will be delivered unopened to the addressee(s).
Compliance Reporting
Juniper Networks has adopted procedures for raising concerns related to accounting and auditing matters in compliance with the listing standards of the NYSE. The Company has established a Corporate Compliance Committee, which is comprised of the Company’s Chief Financial Officer, General Counsel, Chief Compliance Officer, Chief Human Resources Officer, Chief Revenue Officer, Chief Accounting Officer and the Chief Audit Executive. Concerns relating to accounting, legal, internal controls or auditing matters may be brought to the attention of either the Corporate Compliance Committee, its members individually, the Audit Committee directly, or an anonymous reporting channel maintained by the Company. Concerns are handled in accordance with procedures established with respect to such matters under our Reporting Ethics Concerns Policy. For information on how to contact the Audit Committee directly, please see the immediately preceding section of this proxy statement entitled “Communications with the Board”.
Board Meetings and Attendance
During 2021, the Board held 5 meetings. Each director who was on the Board that year attended at least 75% of all Board and applicable committee meetings. As set forth in our Corporate Governance Standards, absent extraordinary circumstances, each member of the Board is strongly encouraged to attend each annual stockholder meeting. All ten of our current directors attended the 2021 annual meeting of stockholders, which was held virtually due to the ongoing COVID-19 pandemic.
20   

 Director Compensation
 
Director Compensation
Non-Employee Director Compensation Highlights

Annual review and assessment of director compensation by the Compensation Committee and its independent compensation consultant with pay levels established within peer market ranges.

Emphasis on equity in the overall compensation mix to support stockholder alignment.

Annual restricted stock unit (“RSU”) grants under a fixed stockholder approved annual grant formula.

Stockholder approved limit on cash and equity compensation to non-employee directors.

Robust stock ownership guideline set at five times the annual cash retainer to support stockholder alignment.

Fees for committee service based on workload.

No performance-based compensation or perquisites.
Non-Employee Director Retainer and Meeting Fee Information
Our director compensation programs are designed to provide an appropriate incentive to attract and retain qualified non-employee directors and to align their interests with the long-term interests of our stockholders. We compensate non-employee directors for their service on the Board through a combination of cash and equity awards, the amounts of which are commensurate with their role and involvement and with peer company practices. In setting director compensation, we consider the significant amount of time our directors will expend in fulfilling their duties as well as the skill level required for members of our Board. Directors who also serve as employees of the Company do not receive additional compensation for services as directors.
The Compensation Committee, which is comprised solely of independent directors, has the primary responsibility for reviewing and making recommendations to the Board regarding all matters pertaining to compensation paid to non-employee directors for Board, committee and committee chair services. Under the Compensation Committee’s charter, the committee is authorized to engage consultants or advisors in connection with its review and analysis of director compensation.
Each year, the Compensation Committee evaluates the appropriate level and form of compensation for non-employee directors and recommends changes, if any, to the Board. In making non-employee director compensation recommendations, the Compensation Committee takes various factors into consideration, including the responsibilities of directors generally, as well as committee chairs, and the forms and levels of compensation paid to directors by peer companies. It also considers advice from its independent compensation consultant who provides analysis on non-employee director compensation regulatory developments, market trends and data from companies in our executive and director compensation peer group. The Board reviews the recommendations of the Compensation Committee and determines the form and amount of non-employee director compensation. The analysis provided by the Compensation Committee’s independent compensation consultant regarding our 2021 director compensation program showed that average pay per director was positioned near the median relative to our peer group. The Compensation Committee did not recommend any changes to the Company’s program based on its 2021 director compensation review and the Board determined not to make any changes from the prior year.
Limits on Director Compensation: Our non-employee directors currently receive compensation in the form of RSU grants and cash fees. Our 2015 Equity Incentive Plan provides for (i) an annual fixed dollar value of RSUs in an amount equal to $245,000 (based on the average daily closing price of the Company’s common stock over the six month period ending on the last day of the fiscal year preceding the date of grant) to be granted to non-employee directors and (ii) a limit of  $1,000,000 on the total amount of annual equity compensation and cash fees that may be awarded to any non-employee director in a single fiscal year to provide for sufficient flexibility to adjust non-employee director
 
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Juniper Networks, Inc. Notice of 2022 Annual Meeting and Proxy Statement   21

 
compensation in the future if such changes are necessary to remain competitive with our peers or align to any material changes in director roles or time commitments.
The following table provides information on Juniper Networks’ compensation and reimbursement practices for non-employee directors during the fiscal year ended December 31, 2021 (“fiscal 2021”):
Annual retainer for all non-employee directors (payable quarterly) $ 60,000
Additional annual retainer for Audit Committee members (payable quarterly) $ 20,000
Additional annual retainer for Compensation Committee members (payable quarterly) $ 15,000
Additional annual retainer for Nominating and Corporate Governance Committee members (payable quarterly) $ 10,000
Additional annual retainer for Audit Committee Chair (payable quarterly) $ 25,000
Additional annual retainer for Compensation Committee Chair (payable quarterly) $ 20,000
Additional annual retainer for Nominating and Corporate Governance Committee Chair (payable quarterly) $ 10,000
Additional annual retainer for the Chair of the Board (payable quarterly) $ 75,000
Additional annual retainer for the Lead Independent Director (payable quarterly) $ 30,000
Restricted Stock Units granted annually(1) $ 245,000
Reimbursement for expenses attendant to Board membership Yes
Payment for each additional committee meeting attended after total committee meeting attendance exceeds eighteen (18) in a calendar year $ 1,250
(1)
Non-employee directors receive non-discretionary annual grants of RSUs, to further align their interests with stockholders. Pursuant to the 2015 Plan, on the date of each of the Company’s annual stockholder meetings, each non-employee director who is elected at (or whose term continues after) such meeting will automatically be granted RSUs for a number of shares equal to the “Annual Value” ​(as defined below), rounded down to the nearest whole share. For the grants made in 2021, the “Annual Value” was the number of RSUs equal to $245,000 divided by the average daily closing price of the Company’s common stock over the six-month period ending on the last day of the fiscal year preceding the date of grant.
Director Compensation Table for Fiscal 2021
The following table shows compensation information for our non-employee directors for fiscal 2021. Mr. Rahim, our Chief Executive Officer, did not receive any compensation for serving as a director. Compensation information for Mr. Rahim is included in the “Summary Compensation Table” set forth in this proxy statement.
Director Compensation for Fiscal 2021
Name
Fees Earned
or Paid in Cash
Stock
Awards(1)
All Other
Compensation
Total
Gary Daichendt $ 125,000 $ 274,728 $ $ 399,728
Anne DelSanto $ 70,000 $ 274,728 $ $ 344,728
Kevin DeNuccio $ 75,000 $ 274,728 $ $ 349,728
James Dolce $ 75,000 $ 274,728 $ $ 349,728
Christine Gorjanc $ 80,000 $ 274,728 $ $ 354,728
Janet Haugen $ 105,000 $ 274,728 $ $ 379,728
Scott Kriens $ 135,000 $ 274,728 $ $ 409,728
Rahul Merchant $ 80,000 $ 274,728 $ $ 354,728
William Stensrud $ 80,000 $ 274,728 $ $ 354,728
(1)
As of December 31, 2021 each of our non-employee directors listed in the table held 10,761 RSUs. Amounts shown do not reflect compensation actually received by the director, and there can be no assurance that these amounts will ever be realized by the non-employee directors. Instead, the amount shown is the grant date fair value of the RSU awards granted in fiscal 2021 computed in accordance with ASC Topic 718 — Compensation — Stock Compensation (“ASC Topic 718”), disregarding forfeiture assumptions.
22   

Proposals to be Voted On
Proposal No. 1
Election of Directors
There are ten nominees for election as directors at this year’s annual meeting — Gary Daichendt, Anne DelSanto, Kevin DeNuccio, James Dolce, Christine Gorjanc, Janet Haugen, Scott Kriens, Rahul Merchant, Rami Rahim and William Stensrud. A discussion of the primary experience, qualifications, attributes and skills of each director nominee that led our Board and Nominating and Corporate Governance Committee to the conclusion that he or she should serve or continue to serve as a director is included in each of the director nominee biographies. Each director nominee will be elected to serve for a term expiring at the Company’s annual meeting of stockholders in 2023 and until the director’s successor is duly elected and qualified, or until the director’s earlier death, resignation or removal. There are no family relationships among any of our executive officers and directors.
If you sign your proxy card but do not give instructions with respect to the election of directors, your shares will be voted for the ten director nominees recommended by the Board. If you hold your shares in street name and do not give voting instructions to your broker, your broker will not be able to vote your shares and your shares will not be voted on this matter.
Recommendation
Our Board recommends a vote “FOR” the election to the Board of: Gary Daichendt, Anne DelSanto, Kevin DeNuccio, James Dolce, Christine Gorjanc, Janet Haugen, Scott Kriens, Rahul Merchant, Rami Rahim and William Stensrud.
Vote Required
Provided a quorum is present, directors will be elected by a majority of the votes cast with respect to the director nominee at the annual meeting (i.e., the number of shares voted “FOR” a director nominee must exceed the number of votes cast “AGAINST” that director nominee).
 
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Juniper Networks, Inc. Notice of 2022 Annual Meeting and Proxy Statement   23

 
The names of our directors and director nominees and their ages, tenures, positions, qualifications and experience as of the date this proxy statement was filed with the SEC are set forth below.
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GARY DAICHENDT
Lead Independent Director since 2014
Age 70
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ANNE DELSANTO
Director since 2019
Age 58
COMMITTEES
Compensation (Chair)
COMMITTEES
Nominating and Corporate Governance
Other Current Public Company Boards:
None
Other Current Public Company Boards:
New Relic, Inc.; Advanced Energy Industries, Inc.
CURRENT AND PAST POSITIONS
Mr. Daichendt has been principally occupied as a private investor since June 2005 and has been a managing member of Theory R Properties LLC, a commercial real estate firm, since October 2002. Mr. Daichendt served as President and Chief Operating Officer of Nortel Networks Corporation, a supplier of communication equipment, from March 2005 to June 2005. Prior to joining Nortel Networks, Mr. Daichendt served in a number of senior executive positions at Cisco Systems, Inc. ("Cisco"), a manufacturer of communications and information technology networking products, for six years, including as Executive Vice President, Worldwide Operations from August 1998 to December 2000, and as Senior Vice President, Worldwide Operations from September 1996 to August 1998. Mr. Daichendt previously served as a director of NCR Corporation from April 2006 to April 2018, ShoreTel, Inc. from April 2007 to February 2015, Emulex Corporation from February 2014 to May 2015 and Polycom, Inc. from August 2015 to September 2016.
SPECIFIC QUALIFICATIONS,
ATTRIBUTES, SKILLS AND EXPERIENCE

Senior leadership, executive experience, and management expertise gained from serving in sales, marketing, channel management and operations, including as an officer of companies in the networking industry

Public company governance experience as a member of the board of directors and board committees of other public technology companies
CURRENT AND PAST POSITIONS
Ms. DelSanto has principally served as a limited partner at Operator Collective, a consulting company, since December 2019. Ms. DelSanto is also serving as a limited partner at Stage 2 Capital, a consulting company, since March 2019. From February 2018 to April 2019, she served as Executive Vice President and General Manager, Platform at Salesforce.com, Inc. (“Salesforce”), a customer relationship management company. Prior to her current role, she served in various executive-level roles at Salesforce since October 2012, including as the Executive Vice President, Americas Solution Engineering & Cloud Sales from February 2016 to February 2018; Executive Vice President, Global Solution Engineering and Cloud Specialist Sales from February 2015 to February 2016; and Senior Vice President, Global Solutions Engineering from October 2012 to February 2015. Prior to joining Salesforce, Ms. DelSanto also served in various roles of increasing responsibility in pre-sales from 1999 to 2012 at Oracle Corporation (“Oracle”), an information technology and services company, including most recently as Group Vice President, Sales Engineering from February 2012 to September 2012; and Vice President of Sales Engineering from 2007 to February 2012. She began her career in 1985 as an account systems engineer at IBM Corporation, an information technology and services company. Ms. DelSanto began her service on the board of directors of New Relic, Inc. in August 2020 and her service on the board of directors of Advanced Energy Industries, Inc. in October 2020.
SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE

Senior leadership, executive experience, and management expertise gained from serving as a senior sales executive at several technology companies

Broad industry knowledge, background and expertise with cloud businesses, software-as-a-service business models, and the requirements of Enterprise customers gained through her experience as a senior leader in companies that leverage the cloud for their business model’s success

Public company governance experience as a member of the board of directors of other public technology companies
24   

 Proposals to be Voted On
 
[MISSING IMAGE: ph_kevindenuccio-bw.jpg]
KEVIN DENUCCIO
Director since 2014
Age 62
[MISSING IMAGE: ph_jamesdolce-bw.jpg]
JAMES DOLCE
Director since 2015
Age 59
COMMITTEES
Compensation
COMMITTEES
Compensation
Other Current Public Company Boards:
Calix, Inc.; Marathon Digital Holdings, Inc.
Other Current Public Company Boards:
None
CURRENT AND PAST POSITIONS
Mr. DeNuccio served as Executive Chairman of SevOne, Inc., a digital infrastructure management software company, from May 2017 to November 2019. He served as President and Chief Executive Officer of Violin Memory, a flash-based storage array solutions company, from February 2014 to April 2017. In December 2016, Violin Memory filed a voluntary petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code. Prior to joining Violin Memory, Mr. DeNuccio served as a co-founder of Wild West Capital, LLC, a venture and technology consulting firm he co-founded in July 2012. Prior to that, Mr. DeNuccio served as Chief Executive Officer of Metaswitch Networks, a provider of carrier systems and software solutions that enable communication networks to migrate to open, packet-based architectures, from February 2010 to July 2012. Mr. DeNuccio was President and Chief Executive Officer of Redback Networks Inc., a provider of advanced communications networking equipment, from August 2001 to January 2008, during which time it was acquired by Telefonaktiebolaget LM Ericsson (“Ericsson”) in January 2007 and operated as a wholly-owned subsidiary of Ericsson. Mr. DeNuccio held various positions at Cisco, from 1995 to 2001, including Senior Vice President of Worldwide Service Provider Operations. Previously, Mr. DeNuccio was the founder, President and Chief Executive Officer of Bell Atlantic Network Integration Inc., a wholly-owned subsidiary of Bell Atlantic (now Verizon Communications). Mr. DeNuccio has served on the board of directors of Calix, Inc. since September 2012, and on the board of directors of Marathon Digital Holdings, Inc., beginning in January 2021. Mr. DeNuccio previously served as a director of Sandisk Corporation from August 2009 to February 2014, Metaswitch Networks from December 2008 to February 2014 and Violin Memory from February 2014 to April 2017.
SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE

Senior leadership, executive experience, management, and operational and technological expertise gained through experience as a senior executive at companies in the technology and networking industries, including as chief executive officer of networking companies

Public company governance experience as a member of the boards of directors and board committees of other public technology companies
CURRENT AND PAST POSITIONS
Mr. Dolce has served as the Chief Executive Officer and a director at Lookout, Inc. ("Lookout"), a mobile security company, since March 2014. Prior to joining Lookout, Mr. Dolce was the Vice President of carrier market development at Akamai Technologies, Inc., a content delivery network and cloud services provider, from December 2012 until February 2014, and prior to that, he was the Founder and Chief Executive Officer at Verivue, Inc. ("Verivue"), a provider of digital content delivery solutions, which was acquired by Akamai, from 2006 until December 2012. Prior to Verivue, Mr. Dolce served as Executive Vice President of worldwide field operations at Juniper Networks from 2002 to 2006, where he led Juniper Networks’ global sales, marketing and customer service efforts. Mr. Dolce joined Juniper Networks through its acquisition of Unisphere Networks, Inc., where he served as Chief Executive Officer from 1999 to 2002. Mr. Dolce served on the board of directors of Infinera Corporation from May 2014 until January 2016.
SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE

Senior leadership, executive experience, management, and operational and technological expertise gained through experience as a senior executive at companies in the technology and networking industries, including as chief executive officer of technology companies

In-depth knowledge of Juniper Networks’ customers and industry due to his prior executive experience at Juniper Networks

Public company governance experience as a member of the boards of directors and board committees of other public technology companies

Expertise in cybersecurity
 
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Juniper Networks, Inc. Notice of 2022 Annual Meeting and Proxy Statement   25

 
[MISSING IMAGE: ph_christinegorjanc-bw.jpg]
CHRISTINE
GORJANC
Director since 2019
Age 65
[MISSING IMAGE: ph_janethaugen-bw.jpg]
JANET HAUGEN
Director since 2019
Age 63
COMMITTEES
Audit
COMMITTEES
Audit (Chair)
Other Current Public Company Boards:
Invitae Corporation; Zymergen Inc.
Other Current Public Company Boards:
Bentley Systems, Incorporated
CURRENT AND PAST POSITIONS
Ms. Gorjanc served as the Chief Financial Officer for Arlo Technologies, Inc. (“Arlo”), an intelligent cloud infrastructure and mobile app platform company, from August 2018 to June 2020. Prior to her role with Arlo, she served as the Chief Financial Officer of NETGEAR, Inc., a provider of networking products and services, since January 2008, where she previously served as Chief Accounting Officer from December 2006 to January 2008 and Vice President, Finance from November 2005 to December 2006. Prior to joining NETGEAR, Inc., Ms. Gorjanc served in a number of roles including as the Vice President, Controller, Treasurer, and Assistant Secretary of Aspect Communications Corporation, a provider of workforce and customer management solutions, from September 1996 through November 2005. Ms. Gorjanc served as the Manager of Tax for Tandem Computers, Inc., a provider of fault-tolerant computer systems, from October 1988 through September 1996. Prior to 1996, Ms. Gorjanc served in management positions at Xidex Corporation, a manufacturer of storage devices, and spent eight years in public accounting. Ms. Gorjanc has served on the board of directors and as chairman of the audit committee of Invitae Corporation, a genetic testing and services company, since November 2015 and has served on the board of directors, as Chair of the audit committee and member of the compensation committee of Zymergen Inc. since March 2021.
SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE

Senior leadership, executive experience, management and financial expertise gained through service as a chief financial officer as well as broad industry knowledge gained as a senior executive of rapidly-growing international technology companies operating in the intelligent cloud, networking products and services industries

Experience in operations, supply chain and information technology, including cybersecurity

Public company governance experience as a member of the board of directors and audit committee of other public technology and healthcare companies

Audit Committee Financial Expert
CURRENT AND PAST POSITIONS
Ms. Haugen served as the Senior Vice President and Chief Financial Officer of Unisys Corporation (“Unisys”), a global information technology company, from April 2000 to November 2016. She also held positions as Vice President, Controller and Acting Chief Financial Officer of Unisys between April 1996 and April 2000. Prior to joining Unisys, she was an audit partner at Ernst & Young (“EY”) from 1993 to 1996, after serving in positions of increasing responsibility at EY from1980 to 1993. Ms. Haugen has served on the board of directors and as a member of the audit committee and sustainability committee of Bentley Systems, Incorporated, a software development company, since September 2020 and previously served on the board of directors of Paycom Software, Inc., from February 2018 to October 2021 and SunGard Data Systems Inc. from 2002 to 2005.
SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE

Senior leadership, executive experience, management and financial expertise gained through service as a chief financial officer as well as broad industry knowledge gained as a senior executive of a global technology company and as an audit partner with a public accounting firm

Public company governance experience as a member of the boards of directors, compensation committee, and audit committee of other public technology companies

Audit Committee Financial Expert
26   

 Proposals to be Voted On
 
[MISSING IMAGE: ph_scottkriens-bw.jpg]
SCOTT KRIENS
Director since 1996
Age 64
[MISSING IMAGE: ph_rahulmerchant-bw.jpg]
RAHUL MERCHANT
Director since 2015
Age 65
Chairman of the Board
COMMITTEES
Audit
Other Current Public Company Boards:
None
Other Current Public Company Boards:
Kyndryl Holdings, Inc.
CURRENT AND PAST POSITIONS
Mr. Kriens has served as Chairman of the Board of Directors of Juniper Networks since October 1996, Chief Executive Officer of Juniper Networks from October 1996 to September 2008 and an employee of Juniper Networks through April 2011. From April 1986 to January 1996, Mr. Kriens served as Vice President of Sales and Vice President of Operations at StrataCom, Inc., a telecommunications equipment company, which he co-founded in 1986. Mr. Kriens also served on the board of directors of Equinix, Inc. from July 2000 to June 2020.
SPECIFIC QUALIFICATIONS,
ATTRIBUTES, SKILLS AND EXPERIENCE

Extensive understanding of the networking industry in general with a highly informed perspective on our business due to Mr. Kriens’ service as the former Chief Executive Officer of Juniper Networks

Insight into the evolution of the Company, including from execution, cultural, operational, competitive and industry points of view, due to Mr. Kriens’ experience with the Company from its early stages

Deep understanding of the operation of other boards of directors gained through his experience serving on the board of directors and board committees of other public technology companies contributes to his role as Chairman
CURRENT AND PAST POSITIONS
Mr. Merchant served as Senior Executive Vice President and Head of Client Services & Technology of TIAA-CREF, a leading financial services provider, from March 2017 to March 2022. Previously, Mr. Merchant served as Senior Executive Vice President and Chief Information Officer of TIAA-CREF from January 2017 to March 2017 and as Executive Vice President and Chief Information Officer of TIAA-CREF from April 2015 to January 2017. Prior to joining TIAA-CREF, he was the Chief Information and Innovation Officer for the City of New York from April 2012 to February 2014. From 2009 to April 2012, Mr. Merchant was a partner at Exigen Capital, a private equity firm based in New York City. From 2006 until 2008, Mr. Merchant was Executive Vice President, Chief Information Officer and member of the Executive Committee at Fannie Mae. He also served as Senior Vice President, Chief Information Officer and Chief Technology Officer at Merrill Lynch & Co. from 2000 to 2006. Mr. Merchant has also held senior leadership positions at Cooper Neff and Associates, Lehman Brothers, Sanwa Financial Products and Dresdner Bank. Mr. Merchant serves as a member of the board of directors of Kyndryl Holdings, Inc. since September 2021 and previously served as a member of the board of directors of Emulex Corporation, Level 3 Communications, Inc., Sun Microsystems, Inc, and Fair Isaac Corporation.
SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE

Senior leadership, executive experience, management, operational and technological expertise, as well as a detailed knowledge of Juniper Networks’ customers and industry gained through experience as a senior technology executive at many companies in the financial industry and in the public sector

Insight and experience related to information technology, cybersecurity best practices and the relationship between information security programs and broader business goals and objectives due to his role as a chief information officer

Public company governance experience based on his prior service on the board of directors and board committees of other public technology companies

Expertise in cybersecurity
 
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Juniper Networks, Inc. Notice of 2022 Annual Meeting and Proxy Statement   27

 
[MISSING IMAGE: ph_ramirahim-bw.jpg]
RAMI RAHIM
Director since 2014
Age 51
[MISSING IMAGE: ph_williamstensrud-bw.jpg]
WILLIAM
STENSRUD
Director since 1996
Age 71
   
   
COMMITTEES
Nominating and Corporate Governance (Chair)
Other Current Public Company Boards:
None
Other Current Public Company Boards:
None
CURRENT AND PAST POSITIONS
Mr. Rahim joined Juniper Networks in January 1997 and was appointed as Chief Executive Officer of the Company in November 2014. Previously, Mr. Rahim served as Executive Vice President and General Manager, Juniper Development and Innovation, responsible for driving innovation across the Company through the oversight of all research and development programs, strategy, development, and business growth across the portfolio of routing, switching, and security. He has also overseen the ongoing evolution of silicon technology and the Junos operating system. In addition, Mr. Rahim has served at Juniper Networks in a number of roles, including Executive Vice President, Platform Systems Division, Senior Vice President and General Manager, Edge and Aggregation Business Unit, and Vice President, Product Management for the Edge and Aggregation Business Unit. Prior to that, Mr. Rahim spent the majority of his time at the Company in the development organization where he helped with the architecture, design and implementation of many Juniper Networks’ core, edge, and carrier Ethernet products.
SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE

Extensive knowledge and understanding of the Company and its industry due to Mr. Rahim’s day-to-day involvement in the Company’s business as Chief Executive Officer

Insight and information related to the Company’s strategy, financial condition, operations, competitive position and business

In-depth industry and business experience in building and operating complex networks and a detailed knowledge of Juniper Networks’ customers and industry gained through his prior experience in a number of management and senior executive roles at Juniper Networks

Insight into the evolution of the Company, including from execution, cultural, operational, competitive and industry points of view due to his experience with Juniper Networks from its early stages

Expertise in cybersecurity
CURRENT AND PAST POSITIONS
Mr. Stensrud has served as a Partner of the SwitchCase Group, a consulting company, the Chairman of InstantEncore.com, a provider of web and mobile technology to the performing arts, and Chairman and Principal at Interactive Fitness Holdings, a designer and manufacturer of virtual stationary bicycles. From January 2007 to March 2007, he served as Chairman and Chief Executive Officer of Muze, Inc., a provider of business-to-business digital commerce solutions and descriptive entertainment media information. Mr. Stensrud was a general partner with the venture capital firm of Enterprise Partners from January 1997 to December 2006. Mr. Stensrud was an independent investor and turn-around executive from March 1996 to January 1997. During this period, Mr. Stensrud served as President of Paradyne Corporation and as a director of Paradyne Corporation, Paradyne Partners LLP and GlobeSpan Corporation, Inc. (acquired by Conexant, Inc.), all data networking companies. From January 1992 to July 1995, Mr. Stensrud served as President and Chief Executive Officer of Primary Access Corporation, a data networking company acquired by 3Com Corporation. From 1986 to 1992, Mr. Stensrud served as the Marketing Vice President of StrataCom, which he co-founded.
SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE

In-depth experience in venture capital and in the management of a wide variety of technology companies due to exposure to a broad range of issues affecting businesses, including a number of businesses in the technology and data networking industries, including service as a chief executive officer of networking companies

Management experience with knowledge and perspective on the Company’s daily operating challenges gained from experience as an operating executive in the telecommunications and data networking industries

Strategic analytical skills gained by focusing on improving various aspects of businesses, including operations, strategies, and financial performance
28   

 Proposals to be Voted On
 
Skills, Attributes, and Experience of Director Nominees
[MISSING IMAGE: tm2131181d2-tbl_skillpn.jpg]
 
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Juniper Networks, Inc. Notice of 2022 Annual Meeting and Proxy Statement   29

Proposal No. 2
Ratification of Appointment of Independent Registered
Public Accounting Firm
The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm. The Audit Committee has appointed Ernst & Young LLP, or EY, as our independent registered public accounting firm for the fiscal year ending December 31, 2022. EY has served as our independent registered public accounting firm since 1996, and EY’s current lead audit partner was selected in 2021.
The Audit Committee periodically considers whether there should be a rotation of independent registered public accounting firms because the Audit Committee believes it is important for our independent registered public accounting firm to maintain independence and objectivity. The Audit Committee annually reviews EY’s qualifications, performance, independence and fees in making its decision to engage EY and discusses the overall scope and plans for the annual audit with EY. The focus of this review process is to select and retain the most qualified firm to perform the annual audit. During the review and selection process, the Audit Committee considers a number of factors including:

Recent and historical audit performance, including the results of a management survey concerning EY’s service;

The relevant experience, expertise and capabilities of EY and the audit engagement team in relation to the nature and complexity of our business;

A review of the firm’s independence and internal quality controls;

Any legal or regulatory proceedings that raise concerns about EY’s qualifications or ability to continue to serve as our independent auditor, including reports, findings and recommendations of the Public Accounting Oversight Board;

The appropriateness of EY’s fees for audit and non-audit services; and

The length of time that EY has served as our independent auditor, the benefits of maintaining a long-term relationship and controls and policies for ensuring that EY remains independent.
In accordance with SEC rules and Company policies, our lead audit partner is limited to a maximum of 5 years of service in that capacity. In order to select the lead engagement partner, management meets with each candidate for the role and then reviews and discusses the candidates. Based on recommendations from management and the chair, the full committee reviews and approves the lead engagement partner.
During fiscal 2021, EY provided certain tax and audit related services. See the “Principal Accountant Fees and Services” section of this proxy statement. Pursuant to its charter, the Audit Committee is responsible for pre-approving all audit and permissible non-audit services provided by the Company’s independent registered public accounting firm. The Audit Committee pre-approved all services performed by the Company’s independent registered public accounting firm in 2021 and 2020.
Based on our review, the members of the Audit Committee and the Board believe that the continued retention of EY to serve as our independent registered public accounting firm is in the best interests of the Company and our stockholders.
Representatives of EY are expected to attend the annual meeting, where they are expected to be available to respond to appropriate questions and, if they desire, to make a statement.
Although stockholder ratification of the appointment of our independent registered public accounting firm is not required by our bylaws or otherwise, the Board is submitting the appointment of EY to our stockholders for ratification because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. If the appointment is not ratified, the Audit Committee will consider whether it should select another independent registered public accounting firm. Even if the appointment is ratified, the Audit Committee, in its discretion, may appoint a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the Company’s and our stockholders’ best interests.
30   

 
Recommendation
Our Board unanimously recommends a vote “FOR” the ratification of the appointment of Ernst & Young LLP as Juniper Networks’ independent registered public accounting firm for the fiscal year ending December 31, 2022.
If you sign your proxy card but do not give instructions with respect to this proposal, your shares will be voted “FOR” the proposal, as recommended by the Board. Even if you do not give voting instructions to your broker, your broker may vote your shares on this matter.
Vote Required
Provided a quorum is present, ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022 requires the affirmative vote of the holders of a majority of the shares of common stock present in person or represented by proxy and entitled to vote at the annual meeting.
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Juniper Networks, Inc. Notice of 2022 Annual Meeting and Proxy Statement   31

 
Principal Accountant Fees and Services
The Audit Committee has appointed Ernst & Young LLP, an independent registered public accounting firm, to serve as Juniper Networks’ auditors for the fiscal year ending December 31, 2022.
Fees Incurred by Juniper Networks for Ernst & Young LLP
Fees for professional services billed or to be billed by the Company’s independent registered public accounting firm in each of the last two years were approximately:
2021
2020
Audit Fees $ 6,019,700 $ 5,947,472
Audit-Related Fees $ 236,780 $ 545,000
Tax Fees $ 1,161,265 $ 436,474
All Other Fees $ 0 $ 0
Total $ 7,417,745 $ 6,928,946
Audit Fees include professional services fees in connection with the audit of the Company’s annual financial statements, the review of our quarterly financial statements, and the issuance of a comfort letter and consents, and audit services provided in connection with other statutory or regulatory filings.
Audit-Related Fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements, and are not reported under “Audit Fees”. These services include accounting consultations in connection with transactions, attest services that are required by statute or regulation, and consultations concerning financial accounting and reporting standards.
Tax fees are for professional services rendered for tax compliance, tax advice or tax planning.
All Other Fees, which include fees for products and services other than those described above under “Audit Fees,” “Audit-Related Fees,” and “Tax Fees,” for the years ended December 31, 2021 and December 31, 2020, were zero.
Audit Committee’s Pre-Approval Policy and Procedures
Pursuant to its charter, the Audit Committee is responsible for pre-approving all audit and permissible non-audit services provided by the Company’s independent registered public accounting firm. The Audit Committee’s charter gives the Audit Committee the power to delegate to one or more members of the Audit Committee the authority to pre-approve permissible non-audit services. The Audit Committee pre-approved all services performed by the Company’s independent registered public accounting firm in 2021 and 2020.
32   

Report of the Audit Committee of the Board of Directors
The following Audit Committee Report shall not be deemed to be “soliciting material” and should not be deemed “filed” and shall not be deemed to be incorporated by reference in future filings with the SEC, except to the extent that the Company specifically incorporates it by reference into a document filed under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
The Audit Committee is composed entirely of non-employee directors. The members of the Audit Committee meet the independence and financial literacy requirements of the NYSE and additional, heightened independence criteria applicable to members of the Audit Committee under SEC and NYSE rules. The Audit Committee operates under a written charter, which contains a description of the scope of the Audit Committee’s responsibilities and how they will be carried out, which may be found on the Company’s website at http://investor.juniper.net/investor-relations/corporate-governance/default.aspx.
The Audit Committee oversees the Company’s financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for the financial statements and the reporting process, including establishing and maintaining adequate internal controls over the Company’s financial reporting. The independent registered public accounting firm of Ernst & Young LLP, or EY, reports to the Audit Committee, and EY is responsible for performing an independent audit of the Company’s consolidated financial statements and internal control over financial reporting in accordance with generally accepted auditing standards in the United States. The Audit Committee discussed the overall scope and plans for the annual audit with EY.
The Audit Committee meets regularly with EY, with and without management present, to discuss the results of EY’s examinations, evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting. The Audit Committee held 8 meetings during fiscal 2021.
In this context, the Audit Committee hereby reports as follows:
1.
The Audit Committee has reviewed and discussed the Company’s audited financial statements for the fiscal year ended December 31, 2021 with the Company’s management.
2.
The Audit Committee has discussed with the Company’s independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC.
3.
The Audit Committee has received the written disclosures and the letter from the Company’s independent registered public accounting firm required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed its independence with the Company’s independent registered public accounting firm.
4.
Based on the review and discussion referred to in paragraphs (1) through (3) above, the Audit Committee recommended to the Board that the Company’s audited financial statements for the fiscal year ended December 31, 2021 be included in Juniper Networks’ Annual Report on Form 10-K for the fiscal year ended December 31, 2021, for filing with the SEC.
MEMBERS OF THE AUDIT COMMITTEE
Janet Haugen (Chair)
Christine Gorjanc
Rahul Merchant
 
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Juniper Networks, Inc. Notice of 2022 Annual Meeting and Proxy Statement   33

 
Proposal No. 3
Non-Binding Advisory Vote on Executive Compensation
This proposal, commonly known as a “Say-on-Pay” proposal, provides our stockholders with the opportunity to cast a vote, on an advisory basis, on the compensation of the executive officers named in the “Summary Compensation Table” below, who we refer to as our “named executive officers” or “NEOs,” pursuant to Section 14A of the Exchange Act. For more detail on the compensation of our NEOs, please see the section entitled “Executive Compensation,” including the “Compensation Discussion and Analysis” and the compensation tables included in this proxy statement.
The Company’s current policy is to hold a Say-on-Pay vote each year, and we expect to hold another advisory vote with respect to executive compensation at the 2023 annual meeting of stockholders.
As described in detail in the “Compensation Discussion and Analysis” section of this proxy statement, we design our executive compensation program to implement our core objectives of  (i) providing competitive pay, (ii) paying for performance, and (iii) aligning management’s interests with the interests of our long-term stockholders. We believe that compensation in 2021 for our Chief Executive Officer and our other NEOs is well aligned with the Company’s performance and the interests of our stockholders and reflects our objective to link pay with performance for our NEOs.
Recommendation
Our Board believes that the Company’s executive compensation program uses appropriate structures and sound pay practices that are effective in achieving our core objectives. Accordingly, the Board of Directors recommends that you vote “FOR” the following resolution:
“RESOLVED, that Juniper Networks, Inc. stockholders approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed pursuant to the Securities and Exchange Commission’s compensation disclosure rules, including the Compensation Discussion and Analysis and Executive Compensation sections of this proxy statement.”
If you sign your proxy card but do not give instructions with respect to this proposal, your shares will be voted “FOR” the proposal, as recommended by the Board. If you do not give voting instructions to your broker, your broker will not be able to vote your shares and your shares will not be voted on this matter.
Vote Required
Provided a quorum is present, the advisory approval of our executive compensation requires the affirmative vote of the holders of a majority of the shares of common stock present in person or represented by proxy and entitled to be voted at the annual meeting.
As this is an advisory vote, the result will not be binding; however, the Compensation Committee, which is responsible for designing and administering the Company’s executive compensation program, values the opinions expressed by our stockholders and will take the outcome of the vote under advisement in evaluating our executive compensation principles, design and practices.
34   

 
Proposal No. 4
Approval of the Amendment and Restatement of the Juniper Networks, Inc.
2015 Equity Incentive Plan
Our Board approved, upon the recommendation of the Compensation Committee, the amendment and restatement of Juniper Network, Inc.’s 2015 Equity Incentive Plan (the “2015 Plan,” with the amendment and restatement referred to as the “Amended 2015 Plan”), on February 10, 2022, subject to approval by our stockholders. The 2015 Plan allows us to grant equity awards to our employees including our officers, consultants and directors. We are asking our stockholders to approve the Amended 2015 Plan to, among other things: (i) increase the number of shares of common stock reserved for issuance under the 2015 Plan by 4,500,000 shares and (ii) to modify the definition of  “Annual Value” used to determine the value of the RSUs granted to our non-employee directors.
The approval of the Amended 2015 Plan by our stockholders is important because the number of shares currently authorized for issuance under our 2015 Plan is not expected to be sufficient to meet our needs over the next year. If our stockholders do not approve this Proposal No.4, then the Amended 2015 Plan, including an increase in the number of shares available for issuance and the other amendments described in this proposal, will not become effective.
Reasons to Approve the Amended 2015 Plan
The Board recommends a vote in favor of the Amended 2015 Plan because the Board believes the Amended 2015 Plan is in the best interests of the Company and our stockholders for the following reasons:

Aligns non-employee director, employee and stockholder interests. We currently provide RSUs to a broad based group of our employee population as well as our non-employee directors. We also provide a range of long-term incentives with time- and performance-based vesting conditions to our executive officers. We believe that our stock-based compensation programs, along with our stock ownership guidelines for our non-employee directors and executives, help align the interests of our non-employee directors, executives and employees with the interests of our stockholders by giving our non-employee directors, executives and employees a sense of ownership and personal involvement in the development and financial success of the Company. We believe that our long-term stock-based incentives help promote long-term retention of our employees and encourage significant ownership of our common stock. If the Amended 2015 Plan is approved, we will be able to continue to use equity to align the interests of our non-employee directors, executives and employees with the interests of our stockholders.

Attracts and retains talent. Talented, motivated and effective executives and employees are essential to executing our business strategies and propelling our business forward. Stock-based compensation has been a critical component of total compensation at the Company for many years because this type of compensation enables the Company to effectively recruit and retain outstanding executives and other employees in a competitive market for talent while encouraging them to act and think like owners of the Company. If the Amended 2015 Plan is approved, we believe we will maintain our ability to offer competitive compensation packages to both retain our best performers and attract new talent.

Supports our pay-for-performance philosophy. A significant portion of total compensation for our executives is equity based incentive compensation tied to the achievement of our business results and our stock price performance. We use incentive compensation to help reinforce desired business results to our executives and to motivate them to make decisions to produce those results. If the Amended 2015 Plan is approved, it will support our pay-for-performance philosophy.

Avoids disruption in our compensation programs and mitigates the need for significant cash compensation. We consider equity compensation to be a vital element of our employee compensation program. We believe that, if stockholders approve the Amended 2015 Plan, the additional shares reserved under the Amended 2015 Plan will be sufficient to enable us to grant stock awards under the 2015 Plan for approximately the next year, based on historical grant and forfeiture levels, the recent market prices of Juniper shares, and the anticipated use of stock awards as an incentive and retention tool. If the Amended 2015 Plan is not approved, we would need to replace components of compensation previously awarded in equity with cash or with other
 
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instruments that may not necessarily align employee interests with those of our stockholders. Additionally, replacing equity with cash would increase our cash compensation expense and significantly deplete cash that would be better utilized towards other strategic purposes.

Balances appropriately our need to attract and retain talent with stockholder interests regarding dilution. We recognize the dilutive impact of our equity compensation programs on our stockholders, and we continuously strive to balance this concern with the competition for talent, competitive compensation practices, and the need to attract and retain talent. As described in more detail below under the heading “Background,” we believe the Amended 2015 Plan is not excessively dilutive to our stockholders given our overhang and that our three-year average annual gross burn rate (excluding stock awards assumed in acquisitions) is 2.48% and our three-year average net burn rate (excluding stock awards assumed in acquisitions) is 1.84%.

Protects stockholder interests and embraces sound stock-based compensation practices. As described in more detail below under the heading “Background,” the Amended 2015 Plan includes a number of features that are consistent with the interests of our stockholders and sound corporate governance practices.
Why the Proposed Modification to the Definition of “Annual Value” for Equity Awarded to Non-Employee Directors
As described in the “Director Compensation” section of this proxy statement, our non-employee directors currently receive compensation in the form of RSU grants and cash fees. Our 2015 Plan currently provides that the “Annual Value” of such RSU grants is the value equal to $245,000 divided by the average daily closing price over the six-month period ending on the last day of the fiscal year preceding the date of grant. We are proposing to modify the definition of “Annual Value” for the automatic RSU grants for our non-employee directors to be the number equal to $245,000 divided by the average daily closing price over the 30 trading days preceding the date of grant. The modification was recommended by Compensia, the Compensation Committee’s independent third-party advisor, to better align our director grant methodology with current market practice. If approved, this modification will be effective as of the 2022 annual meeting of stockholders and for awards granted to our non-employee directors on that date.
Why the Proposed Changes to Certain Other Terms under the Amended 2015 Plan
We are proposing to (i) add a restriction that an award under the Amended 2015 Plan may not be transferred for consideration to a third-party financial institution, to reflect our current practice, which is consistent with governance best practices, and (ii) clarify that any performance based awards vest at target upon a change of control. We are also proposing to provide that future policy changes may apply to awards, in order to provide flexibility for future awards.
Summary of Sound Governance Features of the Amended 2015 Plan
Current features of our 2015 Plan include:

No Repricing or Buyout of Underwater Options or Stock Appreciation Rights. Prohibits stock option and stock appreciation right repricing or other exchanges for cash or equity compensation without stockholder consent.

No Discounted Options and Stock Appreciation Rights. Requires stock options and stock appreciation rights to be granted with an exercise price equal to at least the fair market value of our common stock on the date of the award is granted.

Minimum Vesting Period. Requires awards to have a minimum vesting of at least one year from the date of grant, subject to certain limited exceptions.

No Evergreen Provision. Avoids the use of  “evergreen” share reserve increases and instead requires stockholder approval to increase the share reserve.

No Liberal Share Counting. Prohibits the reuse of shares withheld or delivered to satisfy the exercise price of an option or stock appreciation right or to satisfy tax withholding requirements.

Enhanced Award Flexibility. Enhances flexibility through the ability to use restricted stock, RSUs, performance shares or deferred stock units in lieu of or in addition to stock options to reduce the total number of our shares necessary to grant competitive equity awards.

Awards Subject to Clawback. Awards under the 2015 Plan may be subject to recoupment under certain circumstances.
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Background
While the use of long-term incentives in the form of equity awards is an important part of our compensation program, we recognize that stock awards dilute existing stockholders and are mindful of our responsibility to our stockholders to exercise judgment in the granting of equity awards. Our Compensation Committee regularly reviews our long-term incentive compensation program to ensure that we balance our employee compensation objectives with our stockholders’ interest in limiting dilution from stock awards.
The following table sets forth information regarding outstanding grants as of March 18, 2022 under the Company’s equity compensation plans, which include the following: (i) equity awards granted under our 2015 Plan and (ii) assumed or substituted equity awards in connection with an acquisition. We do not have any grants outstanding under any other equity plan. As of March 18, 2022, we had 322,568,530 shares of common stock issued and outstanding. The market value of one share of our common stock on March 18, 2022, as determined based on the closing price per share of our common stock as reported on the NYSE was $35.31.
Equity Plan
Stock Options (#
of shares)
Weighted-Average
Exercise Price Per
Share ($)
Weighted-Average
Remaining
Contractual Term
(In Yrs)
Full Value Awards
(# of shares)(1)
Shares Available
for Future Grant (#
of shares)
2015 Plan 275,219 N/A 6.92 15,129,609 3,433,797
Assumed Awards(2) 935,484 $ 4.49 6.82 4,431,121
Total 1,210,703 $ 4.49 N/A 19,560,730 3,433,797
(1)
RSUs and Performance Share Awards are referred to as “Full Value Awards.” The maximum number of shares issuable pursuant to certain Performance Share Awards equals 200% of target. The number of Performance Share Awards included in the above table assumes performance at target.
(2)
“Assumed Awards” refers to equity awards assumed or substituted for Juniper Networks equity awards in connection with an acquisition. “Full Value Awards” also includes 588,220 of restricted stock awards assumed or substituted in connection with prior acquisitions.
The Compensation Committee also regularly reviews our historical equity award granting practices, including our share usage rate (commonly referred to as “burn-rate”) and equity overhang activity. The following table provides detailed information regarding our burn-rate and equity overhang activity (based on total potential award shares) for the last three fiscal years. The effects of our stock repurchase program are included in these calculations.
Fiscal 2021
Fiscal 2020
Fiscal 2019
Gross Burn-Rate(1) 2.80% 2.38%
2.27%
Net Burn-Rate(2) 2.06% 1.77%
1.69%
Equity Overhang(3) 8.42% 9.69%
9.94%
(1)
Gross Burn-Rate is calculated as (a) the number of new stock awards granted under the 2015 Plan (excluding stock awards assumed in acquisitions), divided by (b) the weighted average common shares outstanding of the Company as of the end of the fiscal year.
(2)
Net Burn-Rate is calculated as (a) the number of new stock awards granted under the 2015 Plan (excluding stock awards assumed in acquisitions), net of stock awards cancelled and forfeited under the 2015 Plan, divided by (b) the weighted average common shares outstanding of the Company as of the end of the fiscal year.
(3)
Equity Overhang is calculated as (a) the number of shares subject to outstanding stock awards (including stock awards assumed in acquisitions) plus the number of shares available for grant under the 2015 Plan, divided by (b) the number of shares subject to outstanding stock awards (including stock awards assumed in acquisitions), plus the number of shares available for grant under the 2015 Plan, plus the weighted average common shares outstanding of the Company as of the end of the fiscal year.
The table below shows the number of options and full value awards granted under the 2015 Plan in each of the last three years as well as the number of performance-based awards that were earned each year.
Fiscal Year
Option Awards
Granted(1)
Total Full-Value
Awards Granted
Time Based
Full-Value
Awards Granted
Performance
Based Full-Value
Awards
Granted(2)
Performance
Based Full-Value
Awards Earned(3)
2021 0 9,083,323 8,179,553 903,770 613,634
2020 0 7,861,692 7,128,160 733,532 346,574
2019 0 7,804,936 6,893,701 911,235 339,579
(1)
We have not granted any option awards under the 2015 Plan through fiscal year end 2021
(2)
Performance based full-value awards granted at target achievement levels.
(3)
Earned performance based full-value awards reflects the number of performance based awards that were earned during the applicable year. Earned performance based full-value awards include PSAs banked as well as bonus equity earned during the performance period.
 
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Description of the Amended 2015 Plan
The material features of the Amended 2015 Plan are summarized below. This summary does not purport to be a complete description of all the provisions of Amended 2015 Plan, and this summary is qualified in its entirety by reference to the text of the Amended 2015 Plan.
A complete copy of the proposed Amended 2015 Plan is attached to this proxy statement as Annex A.
ELIGIBILITY; LIMITATIONS. Options, stock appreciation rights, performance shares, performance units, restricted stock, RSUs, deferred stock units and dividend equivalents may be granted under the Amended 2015 Plan. Options granted under the Amended 2015 Plan may be either “incentive stock options,” as defined in Section 422 of the Internal Revenue Code (“Code”), or nonstatutory stock options. Incentive stock options may be granted only to employees of the Company or any subsidiary of the Company. Other awards may be granted under the Amended 2015 Plan to any employee, consultant or non-employee director of the Company, any parent or subsidiary of the Company or other entity under common control with the Company. Non-employee directors, however, may only be granted RSUs under the Amended 2015 Plan, and these are made pursuant to an automatic, non-discretionary formula. Otherwise, the Amended 2015 Plan administrator, in its discretion, selects the persons to whom awards may be granted, and except for dividend equivalents, the number of shares subject to each such grant. The Amended 2015 Plan provides that no person(s) may be granted, in any fiscal year of the Company: (i) options or stock appreciation rights to purchase more than 4,000,000 shares of the Company’s common stock in such person’s first fiscal year of service with the Company and more than 2,000,000 shares of the Company’s common stock in any other fiscal year of service; (ii) performance shares, RSUs, restricted stock or deferred stock units to more than 2,000,000 shares of the Company’s common stock in such person’s first fiscal year of service with the Company and more than 1,000,000 shares of the Company’s common stock in any other fiscal year of service; and (iii) performance units having an initial value more than $4,000,000 in such person’s first fiscal year of service with the Company and more than $2,000,000 in any other fiscal year of service. As of March 18, 2022, the Company had 9 non-employee directors, approximately 10,396 employees, which included 7 executive officers, and no consultants who may be eligible for awards under the Amended 2015 Plan.
SHARES AVAILABLE FOR ISSUANCE. Currently, under the 2015 Plan, a maximum of 64,700,000 shares of common stock are reserved for issuance. In addition, any shares subject to outstanding awards under the 2006 Equity Incentive Plan or the 1996 Amended and Restated Stock Plan that expire, are cancelled or otherwise terminate at any time after May 19, 2015 are available for award grant purposes under the 2015 Plan, up to a maximum of 29,000,000 shares (any such shares, “Returning Shares”). Subject to approval by our stockholders, we are requesting that the maximum number of shares reserved for issuance under the Amended 2015 Plan be increased by 4,500,000 shares, thereby increasing the maximum number of shares reserved for issuance under the 2015 Plan shares plus any Returning Shares.
ADMINISTRATION. The Amended 2015 Plan may generally be administered by the Board or a committee appointed by the Board (as applicable, the “Administrator”). The Board has authorized the Compensation Committee of the Board to approve awards and grants to Section 16 reporting executive officers. The Compensation Committee is composed entirely of independent non-employee directors. The Board has authorized the Stock Committee to approve awards and grants to employees and consultants, other than the senior leaders who report directly to our Chief Executive Officer or any other Section 16 reporting executive officers, subject to certain limitations. The Stock Committee is composed of the Chief Executive Officer and the Chief Financial Officer.
MINIMUM VESTING OF AWARDS. Subject to certain exceptions, awards will not vest earlier (except if accelerated pursuant to a change of control or similar transaction, due to death or due to disability) than the one (1) year anniversary of the grant date.
OPTION TERMS AND CONDITIONS. Each option is evidenced by a stock option agreement between the Company and the optionee, and is subject to the following additional terms and conditions:

EXERCISE PRICE. The Administrator determines the exercise price of options at the time the options are granted. The exercise price of an option may not be less than 100% of the fair market value of our common stock on the date such option is granted; provided, however, the exercise price of an incentive stock option granted to a 10% stockholder may not be less than 110% of the fair market value of our common stock on the date such option is granted. The fair market value of our common stock is determined with reference to the closing sale price for our common stock (or the closing bid if no sales were reported) on the date the option is granted.

EXERCISE OF OPTION; FORM OF CONSIDERATION. The Administrator determines when options become exercisable, and may in its discretion, accelerate the vesting of any outstanding option. The Amended 2015 Plan permits payment to be made by cash, check, other shares of our common stock, cashless exercises, or any other form of consideration permitted by applicable law, or any combination thereof.
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TERM OF OPTION. Options granted under the Amended 2015 Plan will expire seven (7) years from the date of grant. However, the Amended 2015 Plan allows an option to be granted with a shorter term determined by the Administrator and in the case of an incentive stock option granted to a 10% stockholder, the term of the option may be no more than five (5) years from the date of grant. No option may be exercised after the expiration of its term.

EXPIRATION. Options will expire upon the date determined by the Administrator. Generally, if the optionee’s employment or status as a service provider terminates for any reason other than death or permanent total disability, then options may be exercised no later than ninety (90) days after such termination and may be exercised only to the extent the option was exercisable on the termination date. If an optionee’s employment or status as a service provider terminates as a result of the optionee’s death or permanent total disability, then all options held by such optionee under the Amended 2015 Plan may be exercised within twelve (12) months or as may be provided in the option agreement, but only to the extent the options would have been exercisable at the date of death or permanent total disability.

OTHER PROVISIONS. The stock option agreement may contain other terms, provisions and conditions not inconsistent with the Amended 2015 Plan as may be determined by the Administrator.
STOCK APPRECIATION RIGHTS. Stock appreciation rights are exercisable in whole or in part at such times as the Administrator specifies in the grant or agreement. However, the term of a stock appreciation right may be no more than seven (7) years from the date of grant. The Company’s obligations arising upon the exercise of a stock appreciation right may be paid in cash or our common stock, or any combination of the same, as the Administrator may determine. We expect, however, that most stock appreciation rights that we grant will provide that they may only be settled in shares of our common stock. Shares issued upon the exercise of a stock appreciation right are valued at their fair market value as of the date of exercise.
RESTRICTED STOCK. Subject to the terms and conditions of the Amended 2015 Plan, restricted stock may be granted to participants at any time and from time to time at the discretion of the Administrator. Subject to the annual share limit and vesting limitations set forth above, the Administrator shall have complete discretion to determine (i) the number of shares subject to a restricted stock award granted to any participant, and (ii) the conditions for grant or for vesting that must be satisfied, which typically will be based principally or solely on continued provision of services but may include a performance-based component. Each restricted stock grant shall be evidenced by an agreement that shall specify the purchase price (if any) and such other terms and conditions as the Administrator shall determine. Any dividend awarded with respect to restricted shares will vest only if, when and to the extent such share vests. Dividends payable with respect to shares that do not vest will be forfeited.
RESTRICTED STOCK UNITS. Restricted stock units (“RSUs”) are awards that obligate the Company to deliver shares of our common stock to the participant as specified on each vesting date. Subject to the annual share limit and vesting limitations set forth above, the Administrator has complete discretion to determine (i) the number of shares subject to a RSU award granted to any participant, and (ii) the conditions for grant or for vesting that must be satisfied, which typically will be based principally or solely on continued provision of services but may include a performance-based component. Until shares are issued, a RSU holder is not entitled to vote or receive dividends, although the Administrator has discretion under the Amended 2015 Plan to award dividend equivalent rights.
PERFORMANCE SHARES. Performance shares are also awards that obligate the Company to deliver shares of our common stock to the participant as specified on each vesting date. Performance shares may be granted to employees and consultants at any time and from time to time as determined at the discretion of the Administrator. Subject to the annual share limit and vesting limitations set forth above, the Administrator has complete discretion to determine (i) the number of shares of common stock subject to a performance share award granted to any service provider and (ii) the conditions that must be satisfied for grant or for vesting, which typically will be based principally or solely on achievement of performance milestones but may include a service-based component.
PERFORMANCE UNITS. Performance units are similar to performance shares, except that they are settled in cash that is equivalent to the fair market value of the underlying shares, determined as of the vesting date. Subject to the terms and conditions of the Amended 2015 Plan, performance units may be granted to participants at any time and from time to time as shall be determined by the Administrator, in its sole discretion. The Administrator shall have complete discretion to determine the conditions that must be satisfied, which typically will be based principally or solely on achievement of performance milestones but may include a service-based component, upon which is conditioned the grant or vesting of performance units. Performance units shall be granted in the form of units to acquire shares. Each such unit shall be the
 
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cash equivalent of one share of our common stock. No right to vote or receive dividends or any other rights as a stockholder shall exist with respect to performance units or the cash payable under such units.
DEFERRED STOCK UNITS. Deferred stock units consist of restricted stock, RSUs, performance shares or performance unit awards that the Administrator, in its sole discretion, permits to be paid out in installments or on a deferred basis, in accordance with rules and procedures established by the Administrator and applicable law, including Section 409A of the Code. Deferred stock units shall remain subject to the claims of the Company’s general creditors until distributed to the participant.
DIVIDEND EQUIVALENTS. A dividend equivalent is a credit, payable in cash or shares, awarded at the discretion of the Administrator, to the account of a participant in an amount equal to the cash dividends paid on one share for each share represented by an award. Any dividend equivalents awarded with respect to a share or a unit will vest only if, when and to the extent such share or unit vests. Dividend equivalents payable with respect to shares or units that do not vest will be forfeited.
PERFORMANCE GOALS. Thus, the Administrator may make performance goals applicable to a participant with respect to an award. At the Administrator’s discretion, one or more of the following performance goals may apply: (i) cash flow (including operating cash flow or free cash flow), (ii) cash position, (iii) revenue (on an absolute basis or adjusted for currency effects), (iv) revenue growth, (v) contribution margin, (vi) gross margin, (vii) operating margin (viii) operating expenses or operating expenses as a percentage of revenue, (ix) earnings (which may include earnings before interest and taxes, earnings before taxes and net earnings), (x) earnings per share, (xi) operating income, (xii) net income, (xiii) stock price, (xiv) return on equity, (xv) total shareholder return, (xvi) growth in stockholder value relative to a specified publicly reported index (such as the S&P 500 Index), (xvii) return on capital, (xviii) return on assets or net assets, (xix) return on investment, (xx) economic value added, (xxi) operating profit or net operating profit, (xxii) operating margin, (xxiii) market share, (xxiv) contract awards or backlog, (xxv) overhead or other expense reduction, (xxvi) credit rating, (xxvii) objective customer indicators, (xxviii) new product invention or innovation, (xxix) attainment of research and development milestones, (xxx) improvements in productivity, (xxxi) attainment of objective operating goals, and (xxxii) objective employee metrics. The performance measures listed above may apply to either the Company as a whole or, except with respect to shareholder return metrics, a region, business unit, affiliate or business segment, and measured either on an absolute basis or relative to a pre-established target, to a previous period’s results or to a designated comparison group, and, with respect to financial metrics, which may be determined in accordance with GAAP, in accordance with International Accounting Standards Board Principles (“IASB Principles”) or which may be adjusted when established to exclude or include any items otherwise includable or excludable under United States generally accepted accounting principles (“GAAP”) or under IASB Principles or any other objectively determinable items including, without limitation, (a) any extraordinary non-recurring items, (b) the effect of any merger, acquisition, or other business combination or divestiture, or (c) the effect of any changes in accounting principles affecting the Company’s or a business unit’s, region’s, affiliate’s or business segment’s reported results.
NO REPRICING. The Amended 2015 Plan prohibits (i) option or stock appreciation right re-pricings (including by way of exchange for another award) and (ii) the Company from paying cash or issuing new equity awards in exchange for the surrender and cancellation of any, or all, stock options or stock appreciation rights with an exercise price that is less than the current fair market value, in each case, unless stockholder approval is obtained.
NONTRANSFERABILITY OF AWARDS. Unless determined otherwise by the Administrator, an award granted under the Amended 2015 Plan is not transferable other than by will or the laws of descent and distribution, and may be exercised during the participant’s lifetime only by the participant. Further, in no event may any award be transferred for consideration to a third-party financial institution.
AUTOMATIC GRANTS TO OUTSIDE DIRECTORS. The Amended 2015 Plan provides that (i) at each of the Company’s annual stockholder meetings each non-employee director (an “Outside Director”) who is elected at (or whose term continues after) such meeting shall be automatically granted RSUs for a number of shares equal to the “Annual Value” (as defined below), rounded down to the nearest whole share, and (ii) each person who first becomes an Outside Director on a date other than the annual meeting of stockholders (including a director who has transitioned from an employee director to an Outside Director) shall automatically be granted on the date such person becomes an Outside Director, RSUs for a number of shares equal to a number determined by multiplying the “Annual Value” used for calculating the number of RSUs granted to Outside Directors at the annual stockholder meeting immediately preceding the date of such award by a fraction, the numerator of which is 365 minus the number of days between the last annual
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meeting date and the date the person first becomes an Outside Director, and the denominator of which is 365, rounded down to the nearest whole share. The “Annual Value” means the number equal to $245,000 divided by the average daily closing price over the 30 Trading Days preceding the date of grant.
Each award granted to Outside Directors will vest in full on the earlier of  (A) the one year anniversary of the grant date, and (B) the day prior to the date of the Company’s next annual stockholder meeting, subject in either case to the participant continuously remaining a director through the vest date.
Notwithstanding the foregoing, the maximum value of  (i) the grant date fair value of equity awards granted and (ii) cash fees paid to any Outside Director for their service as a director in a fiscal year, shall not exceed $1,000,000 in total value.
ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. In the event that the stock of the Company changes by reason of any stock split, reverse stock split, stock dividend, combination, reclassification or other similar change in the capital structure of the Company effected without the receipt of consideration, appropriate adjustments shall be made in the number and class of shares of stock subject to the Amended 2015 Plan, the number and class of shares of award outstanding under the Amended 2015 Plan, the fiscal year limits on the number of awards that any person may receive, the number of shares subject to automatic option grants to Outside Directors and the exercise price of any outstanding option or stock appreciation right.
In the event of a liquidation or dissolution, the Administrator shall notify each participant prior to the effective date. The Administrator may, in its discretion, provide that each participant shall have the right to exercise all of their options and stock appreciation rights, as to all of the shares covered by the option or stock appreciation right, including as to those shares not otherwise exercisable. In addition, the Administrator may provide that any Company repurchase option or forfeiture rights applicable to any award shall lapse 100%, and that any award vesting shall accelerate 100%, provided the proposed dissolution or liquidation takes place at the time and in the manner contemplated.
MERGER OR CHANGE IN CONTROL. In the event of a merger of the Company with or into another corporation, or a Change in Control of the Company (as defined in the Amended 2015 Plan), each outstanding option and stock appreciation right shall be assumed, or an equivalent option or stock appreciation right will be granted in substitution by the successor corporation or a parent or subsidiary of the successor corporation. In the event that the successor corporation refuses to assume or substitute for the option or stock appreciation right, the participant shall fully vest in and have the right to exercise the option or stock appreciation right as to all of the common stock covered by such award with any performance-based award vesting at target, including shares as to which he or she would not otherwise be vested or exercisable. If an option or stock appreciation right becomes fully vested and exercisable in lieu of assumption or substitution in such event, the Administrator will notify the participant that the option or stock appreciation right will become fully vested and exercisable for a period determined by the Administrator, and the option or stock appreciation right will terminate upon the expiration of such period.
In the event of a merger of the Company with or into another corporation, or a Change in Control of the Company, each outstanding restricted stock, RSU, performance share, performance unit, and deferred stock unit award (and any related dividend equivalent) shall be assumed or an equivalent award substituted by the successor corporation or a parent or subsidiary of the successor corporation. In the event that the successor corporation refuses to assume or substitute for the award, the participant shall fully vest in the award, including as to shares (or with respect to dividend equivalents and performance units, the cash equivalent thereof) which would not otherwise be vested with any performance-based award vesting at target.
OTHER POLICIES. The Amended 2015 Plan provides that each award may be subject to the terms and conditions of any other policy (and any amendments thereto) adopted by the Company from time to time, which may include any policy related to the vesting or transfer of equity awards.
TAX WITHHOLDING. Participants may satisfy the statutory tax withholding requirements arising in connection with the exercise, vesting or delivery of their awards pursuant to such methods as designated by the Administrator.
AMENDMENT AND TERMINATION OF THE AMENDED 2015 PLAN. The Board may amend, alter, suspend or terminate the Amended 2015 Plan, or any part thereof, at any time and for any reason. No such amendment by the Board or stockholders may negatively alter or impair any award previously granted under the Amended 2015 Plan without the written consent of the participant.
 
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TERM OF THE AMENDED 2015 PLAN. The Amended 2015 Plan will continue to be in effect until March 27, 2025.
Federal Income Tax Consequences
INCENTIVE STOCK OPTIONS. An optionee who is granted an incentive stock option does not recognize taxable income at the time the option is granted or upon its exercise, although the exercise may subject the optionee to the alternative minimum tax. Upon an optionee’s sale of the shares (assuming that the sale occurs at least two years after grant of the option and at least one year after exercise of the option), any gain will be taxed to the optionee as long-term capital gain. If the optionee disposes of the shares prior to the expiration of the above holding periods, then the optionee will recognize ordinary income in an amount generally measured as the difference between the exercise price and the lower of the fair market value of the shares at the exercise date or the sale price of the shares. The difference between the amount treated as ordinary income from such premature sale and the amount realized will be characterized as capital gain or loss.
NONSTATUTORY STOCK OPTIONS. An optionee does not recognize any taxable income at the time he or she is granted a non-statutory stock option. Upon exercise, the optionee recognizes taxable income generally measured by the excess of the then fair market value of the shares over the exercise price. Upon a disposition of such shares by the optionee, any difference between the sale price and the optionee’s exercise price, to the extent not recognized as taxable income as provided above, is treated as long-term or short-term capital gain or loss, depending on the holding period.
RESTRICTED STOCK. If at the time of purchase, restricted stock is subject to a “substantial risk of forfeiture” within the meaning of Section 83 of the Code, the purchaser will not recognize ordinary income at the time of purchase. Instead, the purchaser will recognize ordinary income on the dates when a stock ceases to be subject to a substantial risk of forfeiture. At such times, the purchaser will recognize ordinary income measured as the difference between the purchase price and the fair market value of the stock on the date the stock is no longer subject to a substantial risk of forfeiture.
The purchaser may accelerate to the date of purchase his or her recognition of ordinary income, if any, and the beginning of any capital gain holding period by timely filing an election pursuant to Section 83(b) of the Code. In such event, the ordinary income recognized, if any, is measured as the difference between the purchase price and the fair market value of the stock on the date of purchase, and the capital gain holding period commences on such date. The ordinary income recognized by a purchaser who is an employee will be subject to tax withholding by the Company.
STOCK APPRECIATION RIGHTS. No income will be recognized by a recipient in connection with the grant of a stock appreciation right. When the stock appreciation right is exercised, the recipient will generally be required to include as taxable ordinary income in the year of exercise an amount equal to the sum of the amount of cash received and the fair market value of any common stock received upon the exercise.
RESTRICTED STOCK UNITS AND PERFORMANCE SHARES. A participant will not have taxable income upon grant (unless, with respect to restricted stock, he or she elects to be taxed at that time). Instead, he or she will recognize ordinary income at the time of vesting equal to the fair market value (on the vesting date) of the vested shares or cash received minus any amount paid for the shares.
DIVIDEND EQUIVALENTS. A participant will recognize taxable income upon the payout of a dividend equivalent.
DEFERRED STOCK UNITS. Typically, a participant will recognize employment taxes upon the vesting of a deferred stock unit and income upon its delivery. The participant may be subject to additional taxation, interest and penalties if the deferred stock unit does not comply with Section 409A of the Code.
COMPANY TAX DEDUCTION. The Company generally will be entitled to a tax deduction in connection with an award under the Amended 2015 Plan in an amount equal to the ordinary income realized by a participant and at the time the participant recognizes such income (for example, the vesting of a restricted stock unit). Special rules limit the deductibility of compensation paid to certain executive officers. Under Section 162(m) of the Code, the annual compensation paid to any of these specified executives will be deductible only to the extent that it does not exceed $1,000,000.
SECTION 409A. Section 409A of the Code, or Section 409A, provides certain requirements for non-qualified deferred compensation arrangements with respect to an individual’s deferral and distribution elections and permissible distribution events. Awards granted under the Amended 2015 Plan with a deferral feature will be subject to the requirements of Section 409A. If an award is subject to and fails to satisfy the requirements of Section 409A, the
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recipient of that award may recognize ordinary income on the amounts deferred under the award, to the extent vested, which may be prior to when the compensation is actually or constructively received. Also, if an award that is subject to Section 409A fails to comply with Section 409A’s provisions, Section 409A imposes an additional 20% federal income tax on compensation recognized as ordinary income, as well as interest on such deferred compensation.
THE FOREGOING IS ONLY A SUMMARY OF THE EFFECT OF FEDERAL INCOME TAXATION UPON PARTICIPANTS AND THE COMPANY UNDER THE AMENDED 2015 PLAN. IT DOES NOT PURPORT TO BE COMPLETE, AND IT DOES NOT DISCUSS THE TAX CONSEQUENCES OF THE EMPLOYEE’S DEATH OR THE PROVISIONS OF THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FOREIGN COUNTRY IN WHICH THE EMPLOYEE MAY RESIDE.
New Plan Benefits
Our named executive officers and directors have an interest in this proposal because they are eligible to participate in the Amended 2015 Plan. The Company cannot currently determine the benefits or number of shares subject to awards that may be granted in the future to executive officers and employees (including employee directors) under the Amended 2015 Plan because the Company’s equity award grants are discretionary in nature. The Amended 2015 Plan does not provide for set benefits or amounts of awards, except with respect to non-employee directors. Pursuant to the term of the Amended 2015 Plan, each non-employee director will receive RSUs in an amount equal to the “Annual Value” ​(as described above under the heading “Description of the Amended 2015 Plan”), or a fraction thereof with respect to individuals who become non-employee directors after an annual stockholders meeting. In addition, the Company cannot currently determine the aggregate benefit or number of shares subject to awards that may be granted in the future to non-employee directors under the Amended 2015 Plan because the aggregate benefit and number of shares depends on the aggregate number of non-employee directors, when individuals join the Board and the “Annual Value” depends on the future stock price of our common stock. There are no awards to executive officers or employees that are conditioned on stockholder approval of the Amended 2015 Plan.
The table below shows, as to the listed individuals and specified groups, (i) the number of shares of common stock subject to an equity award grant under the 2015 Plan during fiscal 2021 to persons other than our non-employee directors, (ii) the dollar value of the RSU grants that our current non-employee director nominees as a group will receive if they are re-elected as directors on the date of the 2022 annual meeting of stockholders and (iii) the aggregate dollar value of such shares based on $35.71 per share, the closing stock price per share of our common stock as of December 31, 2021.
Name and Position
Dollar Value ($)
Number of Shares
Underlying RSU
and PSA grants
Rami Rahim(1)
   Chief Executive Officer and Director
$ 13,476,954 377,400
Kenneth Miller(1)
   Executive Vice President, Chief Financial Officer
$ 4,078,082 114,200
Manoj Leelanivas(1)
   Executive Vice President, Chief Operating Officer
$ 4,370,904 122,400
Anand Athreya(1)
   Executive Vice President, Chief Development Officer
$ 3,935,242 110,200
Marcus Jewell(1)
   Executive Vice President, Chief Revenue Officer
$ 3,935,242 110,200
Executive Officer Group (7 persons) $ 32,593,053 912,715
Non-Employee Director Nominee Group (9 persons)(2) $ 2,205,000(3)
Non-Executive Officer Employee Group(1) $ 288,313,934 8,073,759
(1)
Includes RSUs and performance share awards. The number of performance share awards included in the above tables assumes performance at target. The maximum number of shares issuable pursuant to certain performance share awards equals 200% of target.
(2)
The number of shares subject to each non-employee director’s RSU award will not be determinable until the grant date under the terms of the Amended 2015 Plan.
(3)
Assuming each of the nine (9) non-employee director nominees are elected at the 2022 annual stockholder meeting, amount reflects the standard annual equity award of  $245,000 granted to each non-employee director under the terms of the Amended 2015 Plan.
 
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Juniper Networks, Inc. Notice of 2022 Annual Meeting and Proxy Statement   43

 
History of Grants under 2015 Plan
The table below shows, as to the listed individuals and specified groups, the number of shares of common stock subject to an equity award grant (even if not currently outstanding) under the 2015 Plan from the inception of the 2015 Plan through December 31, 2021.
Name and Position(3)
Number of
Shares
Underlying RSU
and PSA grants(1)
Current NEOs and Current Positions
Rami Rahim
   Chief Executive Officer and Director
2,082,991
Kenneth Miller
   Executive Vice President, Chief Financial Officer
641,128
Manoj Leelanivas
   Executive Vice President, Chief Operating Officer
540,256
Anand Athreya
   Executive Vice President, Chief Development Officer
598,182
Marcus Jewell
   Executive Vice President, Chief Revenue Officer
497,001
All current executive officers as a group (7 persons)
4,530,466
All current non-employee directors as a group (9 persons)
478,205
Nominees for election as a director(2)
Gary Daichendt
64,764
Anne DelSanto
30,949
Kevin DeNuccio
64,764
James Dolce
64,764
Christine Gorjanc
29,336
Janet Haugen
29,336
Scott Kriens
64,764
Rahul Merchant
64,764
William R. Stensrud
64,764
All non-executive officer employees as a group
47,318,021
(1)
Includes RSUs and performance share awards. The number of performance share awards included in the above tables assumes achievement at target. The maximum number of shares issuable pursuant to certain performance share awards equals 200% of target.
(2)
Assuming the nine (9) non-employee director nominees are elected at the 2022 annual stockholder meeting, under the terms of the Amended 2015 Plan, an amount equal to the standard annual equity award of  $245,000 will be granted to each non-employee director.
(3)
There are no nominees for election as a director who are not covered by the above. No awards have been granted under the 2015 Plan to any associate of any of our executive officers or directors, and no person received 5% or more of the total awards granted under the 2015 Plan since its inception.
Recommendation
Our Board unanimously recommends a vote “FOR” approval of the foregoing amendment and restatement of the Juniper Networks, Inc. 2015 Equity Incentive Plan.
If you sign your proxy or voting instruction card or vote by telephone or over the Internet but do not give instructions with respect to this proposal, your shares will be voted for approval of the foregoing Amended 2015 Plan, as recommended by the Board. If you do not give voting instructions to your broker, your broker will not be able to vote your shares and your shares will not be voted on this matter.
Vote Required
Provided a quorum is present, approval of the foregoing amendment and restatement of the Juniper Networks, Inc. 2015 Equity Incentive Plan requires the affirmative vote of a majority of the shares of common stock present in person or represented by proxy and entitled to vote at the annual meeting.
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Executive Compensation
Compensation Discussion and Analysis
We believe that attracting, retaining and motivating effective executive officers is critical to the overall success of our business. To achieve these goals, we have adopted executive compensation programs designed to reward performance and emphasize the creation of stockholder value. Our Compensation Committee establishes, among other things, our executive compensation policies and oversees our human capital management, including executive compensation, practices. In the following Compensation Discussion and Analysis, we provide an overview of  (1) our executive compensation policies, framework and philosophy, and (2) the compensation decisions the Compensation Committee has made under such policies, framework and philosophy for the named executive officers (“NEOs”) of the Company, who are listed below.
Named Executive Officers
Rami Rahim Chief Executive Officer (“CEO”)
Anand Athreya Executive Vice President, Chief Development Officer
Kenneth Miller Executive Vice President, Chief Financial Officer
Manoj Leelanivas Executive Vice President, Chief Operating Officer
Marcus Jewell Executive Vice President, Chief Revenue Officer
We refer to the Compensation Committee in this “Compensation Discussion and Analysis” section of the proxy statement as the “Committee.”
Our Compensation Discussion and Analysis is organized into four sections.

Section 1 — Executive Summary

Section 2 — Setting Executive Compensation

Section 3 — Elements of Executive Compensation

Section 4 — Other Compensation Policies and Information
Section 1 — Executive Summary
Juniper Networks Overview and 2021 Performance
2021 was an unprecedented year that presented us with significant challenges as well as exciting opportunities. The ongoing COVID-19 pandemic continued to materially impact our global supply chain, resulting in further extended lead-times to our customers, continued increased components and logistics costs, and continued adverse effects on the volume of products we were able to deliver, which negatively impacted our ability to recognize revenue and our gross margins. Despite these challenges, throughout 2021 we experienced growth in revenue across all verticals, customer solutions and geographies. We also experienced strong demand for our products and services and when combined with supply chain challenges that negatively impacted our ability to convert backlog into revenue, we exited 2021 with our backlog increasing to a record level of more than $1.8 billion.
The success we are seeing is due both to deliberate actions we have taken to strengthen our portfolio and the efforts of our employees who executed exceptionally well in the face of adversity to deliver new innovations to the markets we serve. In 2021, as technology companies around the world with whom we compete for talent adopted permanent work-from-home models for their workforce, we saw an increase in competition to attract and retain our talented and highly skilled colleagues at all levels of our organization across our global workforce. We recognize that our people are critical to our success, and we are steadfastly committed to being a desirable and inclusive workplace, providing competitive, yet affordable, compensation and exceptional educational, professional development, wellness and community engagement resources and opportunities. Additionally, leveraging the lessons learned and success
 
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Juniper Networks, Inc. Notice of 2022 Annual Meeting and Proxy Statement   45

 
experienced in our shift to a remote work environment due to the pandemic, we are working to thrive in the tight labor market by strategically seeking talent in non-traditional geographies.
We firmly believe that our focus on leading the industry in delivering simplified operations and a superior user experience, what we call Experience-First Networking, is resonating in the market, and allowing us to differentiate across the markets we serve. We believe the investments we have made and continue to make in our products and our people should position us to not only capitalize on the big market opportunities, such as 400G and 5G, that are likely to unfold over the next few years, but also to continue to experience broader success across sectors, decreasing our sensitivity to macro trends. We believe our positioning and strategy will enable us to emerge from the pandemic stronger than we entered and deliver sustainable top- and bottom-line growth over the next several years, even if end market conditions remain challenged.
The following tables highlight certain year-over-year key financial results.
Certain Key Financial Results: 2021 vs. 2020
Results (in millions, except per share amounts and percentages)
Fiscal 2020
Fiscal 2021
Year-over-Year
% Change
Revenue $ 4,445.1 $ 4,735.4
6.5%
Cash Flow from Operations $ 612.0 $ 689.7
12.7%
Per Share Stock Price at Fiscal Year End $ 22.51 $ 35.71
58.6%
Dividends per Share $ 0.80 $ 0.80
0.0%
Stock Buyback $ 375.0 $ 433.3
15.5%
2021 Pay Outcomes
Our fiscal year financial results and stock price performance resulted in executive compensation program outcomes, which align with our pay-for-performance philosophy:

In recognition of our 6.5% revenue growth, the Executive Annual Incentive Plan (“AIP”) paid out at 124% target. As described in greater detail below, for 2021, half of the AIP payout for our NEOs is delivered in fully vested performance shares (“Bonus Shares”) during March 2022, which we believe better aligns stockholder interests directly to executive compensation outcomes and helps achieve our retention objectives.

Similarly, the 2021 tranche for our three-year financial performance share awards (“Financial PSAs”) “banked” at an amount equal to 132% of target.

Based on performance during the three-year period covering fiscal years 2019, 2020 and 2021, our 2019 Financial PSAs were earned and settled at approximately 100% of target.

In recognition of our 58.6% growth in per share stock price measured at fiscal year end, the relative total shareholder return performance share awards (“RTSR PSAs”) granted in 2019 vested at 61.5% of target.

Based on stock price performance in 2021, no price-vested RSUs, which were issued in prior years, vested in 2021, and the price-vested RSUs granted in 2017 were forfeited unearned.
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 Executive Compensation
 
CEO Compensation for 2019-2021
Consistent with the Committee’s “pay-for-performance” philosophy, the majority of our CEO’s target pay is at risk and/or performance based. As a result, we believe that the value that will ultimately be realized by our CEO aligns with the Company’s strategic and financial results and stock price performance. We believe that presenting both realizable and realized compensation perspectives provide valuable data points to evaluate the alignment between pay and performance for our CEO.
Target versus Realizable and Realized Pay: 2019-2021
[MISSING IMAGE: tm2131181d1-bc_targetpn.jpg]
The above chart illustrates the value of target pay granted to the CEO in fiscal years 2019 to 2021 compared to both his realizable pay and realized pay over the same time frame.
“Target Pay” reflects (i) the sum of the following components reported in our “Summary Compensation Table” for the applicable year: Salary, Stock Awards, and All Other Compensation, and (ii) the target opportunity reflected in our “Grants of Plan-Based Awards” table for the applicable year with respect to Non-Equity Incentive Plan Awards.
“Realizable Pay” is calculated in the same manner as “Target Pay,” except (i) the amounts shown in the Bonus column in our “Summary Compensation Table” for the applicable year are included, (ii) the Non-Equity Incentive Plan Compensation reflects the actual value disclosed for the applicable year in our “Summary Compensation Table,” and (iii) equity incentive vehicles are valued based on the closing price per share of our common stock at each fiscal year end, and further adjusted as follows:

PSA awards include only the actual number of  “banked” shares associated with the relevant fiscal year’s performance goal to reflect the achievement of annual performance targets established for the applicable year,

PSA awards granted in the applicable year that vest based upon achievement of Juniper’s total shareholder return relative to the S&P 500 Index reflect the target number of shares issuable for such awards, and

Bonus Shares for the applicable year are included only if the performance conditions were achieved.
“Realized Pay” reflects (i) Salary, Bonus, Non-Equity Incentive Plan Compensation and All Other Compensation as reported in our “Summary Compensation Table” for the applicable year and (ii) the Value Realized on Vesting as reported in our “Stock Vested” table for the applicable year.
 
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Juniper Networks, Inc. Notice of 2022 Annual Meeting and Proxy Statement   47

 
Stockholder Engagement for 2021
The Committee considers the outcome of the annual “Say-on-Pay” advisory vote when making decisions regarding the executive compensation program. At the Company’s 2021 annual meeting of stockholders, 93% of the votes cast on the fiscal year 2021 Say-on-Pay advisory vote were cast in favor of approving the compensation of our NEOs. The Committee viewed the outcome of the Say-on-Pay advisory vote as indicative that a significant majority of the Company’s stockholders view the Committee’s approach to executive compensation favorably.
As described above in the section entitled “Stockholder Engagement” of this proxy statement, our engagement efforts, as well as ongoing conversations between management and stockholders on a variety of matters, reflect our commitment to strong corporate governance and our goal of seeking input directly from our stockholders, which we believe allows us to better understand our stockholders’ perspectives.
As a result of the Committee’s evaluation of the results of the “Say-on-Pay” advisory vote, the feedback received from stockholders and the advice from the Committee’s independent compensation consultant, the Committee determined that significant changes to the design of the Company’s executive compensation and equity programs were not warranted at this time; however, the Committee determined to:

Continue Providing PSAs Based Upon Relative Total Shareholder Return. The Committee believes that rTSR PSAs help to strengthen the alignment between our NEOs’ compensation with stockholder interests as payout is predicated on the Company’s long-term performance relative to the S&P 500 Index over a sustained period. Based on the Company’s TSR performance, shares may be earned at the conclusion of the three-year performance period, ensuring that NEOs are incentivized to remain at the Company to develop and execute on long-term strategic goals.

Continue Focusing on Prudent Management of the Company’s Equity Burn-Rate. We closely manage how we use our equity to compensate employees. As defined above under the heading “Background” in “Proposal No. 4 Approval of the Amendment and Restatement of the Juniper Networks, Inc. 2015 Equity Incentive Plan,” in fiscal 2021, our gross burn rate was 2.80%, our net burn rate was 2.06% and our overhang was 8.42%. The Compensation Committee determines the percentage of equity to be made available for our equity programs with reference to the companies in our peer group and the Company intends to continue focusing on keeping its equity burn rate in-line with our peer companies. For purposes of determining burn rate, the Company counts each RSU as one share and each performance share as one share based on the target number of shares issuable under the award.
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 Executive Compensation
 
Strong Executive Compensation Practices
The Committee takes seriously its duty to maintain a comprehensive governance framework that is aligned with market leading practice and standards. Therefore, the Committee has adopted a strong corporate governance framework for executive compensation that includes the components described below.
What We Do
Pay-for-performance A significant percentage of target direct compensation is performance-based and aligned with the Company’s financial performance and shareholder return. Our annual and long-term plans provide a balance of incentives and include different measures of performance.
Annual “Say-on-Pay” advisory vote and Stockholder Outreach We conduct an annual “Say-on-Pay” advisory vote and we maintain an active stockholder engagement program to foster strong relationships with our stockholders.
Stock ownership guidelines We have established stock ownership guidelines for members of our Board and NEOs to align the interests of our leadership with those of our stockholders.
“Claw-back” policy We adopted a “claw-back” policy under which all of our executive officers are required, in certain instances, to repay overpayments of incentive compensation awards.
“Double-trigger” change-in-control arrangements
An executive’s cash severance rights will trigger and unvested equity awards will vest upon a change in control only if the executive also experiences a qualifying termination of employment.
Retain an independent compensation consultant
The Committee engaged an independent compensation consultant, Compensia, to provide analysis, advice and guidance on executive compensation matters.
Annual assessment of executive compensation The Committee reviews an annual executive compensation assessment prepared by Compensia.
Avoid excessive risk taking
The Committee reviews an annual executive compensation program risk assessment conducted by Compensia.
What We Don’t Do
No stock option or stock appreciation right repricing The Company’s 2015 Equity Incentive Plan does not permit us to reprice or repurchase “underwater” stock options or stock appreciation rights without stockholder approval or to grant stock options or stock appreciation rights with an exercise price below fair market value.
No “Golden Parachute” tax gross-ups We have no executive officer contracts providing for an excise tax gross-up following a change in control.
No hedging or pledging of Company stock and no use of margin accounts We have adopted a policy that prohibits members of our Board and all employees, including Section 16 Officers, from pledging their Company stock or engaging in short sales of Company stock and other similar transactions that could be used to hedge the risk of Company stock ownership.
No “evergreen” employment agreements We do not provide “evergreen” positions in any employment agreements with executive officers. Employment of our executive officers is “at will” and may be terminated by either the Company or the employee at any time.
No dividend equivalents on unvested equity awards We do not and our stock plan does not permit us to pay dividends or dividend equivalents on unearned shares or units.
No excessive perks We offer only certain limited benefits as required to remain competitive and to attract and retain highly talented executives.
No single trigger change-in-control or excessive severance benefits We do not provide single trigger change-in-control benefits or severance cash payments exceeding 3x base salary and bonus.
No executive pension or SERPs We do not provide for any executive pension plans or SERPs.
 
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Juniper Networks, Inc. Notice of 2022 Annual Meeting and Proxy Statement   49

 
Burn-Rate for 2021
Based in part upon input received from stockholders, for 2021, the Committee initially approved a gross equity burn-rate (excluding stock awards assumed in acquisitions) of 2.30% of basic weighted-average common shares outstanding (“CSO”), a decrease from the 2020 gross burn-rate, notwithstanding the sustained decrease in CSO over the last five years as the Company followed through on its stockholder return commitment. In normal circumstances, we believe this commitment helps to mitigate stockholder dilution while still allowing us to be competitive to attract and retain talent.
As the year progressed and the market for talent continued to become significantly more competitive, however, the Company recognized the need to increase the gross equity burn-rate to accomplish certain critical business objectives, including the following:

Mitigating Retention Risk. The Company undertook a comprehensive review of the equity retention it had in place for its non-executive employees, and believed that a programmatic retention program was warranted to address key identified gaps. Accordingly, for 2021, the Company instituted a special retention pool for non-executive employees to mitigate the risk of departure for a number of employees identified as critical talent.

Attracting Talent. As competition for top talent increased, significant equity grants were needed to secure hiring of employees across a broad range of functions in the Company.
As a result of these critical business needs, the Committee approved an increase to the Company’s 2021 gross burn-rate, target which resulted in an actual gross equity burn-rate of 2.80% of CSO (excluding assumed awards) and a net burn-rate of 2.06% in 2021.
For 2022, the Committee has committed to a gross burn-rate of 2.70% of CSO. The Committee believes that it is critical for us to stay competitive to attract and retain talent in the challenged market for talent, but is committed to a decrease in our gross burn-rate from 2021 in order to reduce our equity utilization target to help mitigate stockholder dilution. This reduction in our target gross equity burn-rate demonstrates the Company’s ongoing commitment to manage human capital to drive business growth while simultaneously continue its long-term focus on prudently managing our equity issuance.
The following chart shows how we have managed our equity burn-rate over the past five years.
Total Shares Granted (Burn-Rate): 2017-2021(1)
[MISSING IMAGE: tm131181d1-bc_sharespn.jpg]
(1)
Shares granted, as well as burn-rate, counts each RSU as one share and counts each performance share as one share based on the target number of shares issuable under the award. Shares granted and burn-rate relate to equity awards granted from Juniper’s equity incentive plans and do not include assumed awards.
(2)
Burn-Rate is calculated as (a) the number of new stock awards granted under the 2015 Plan (excluding stock awards assumed in acquisitions), divided by (b) the total number of Company shares outstanding as of the end of the fiscal year.
(3)
Overhang is calculated as (a) the number of shares subject to outstanding stock awards (including stock awards assumed in acquisitions) plus the number of shares available for grant under the 2015 Plan, divided by (b) the number of shares subject to outstanding stock awards (including stock awards assumed in acquisitions), plus the number of shares available for grant under the 2015 Plan, plus the total number of Company shares outstanding as of the end of the fiscal year.
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 Executive Compensation
 
Section 2 — Setting Executive Compensation
Roles
The Company’s executive compensation program is established and overseen by the Committee with support provided by its independent compensation consultant, Compensia, Inc. (“Compensia”), and management. Each of their roles is described below.
Role of the Compensation Committee
The Committee is comprised entirely of independent directors and has the responsibility of establishing compensation for our officers who are designated as reporting officers under Section 16 of the Exchange Act. The Committee has overall responsibility for establishing and evaluating executive officer compensation plans, policies, and programs, including the evaluation of the Chief Executive Officer. The Committee also has responsibility for reviewing the Company’s overall programs and practices related to human capital management, including our equity award practices. The Committee has the authority to receive appropriate funding from Juniper Networks to obtain advice and assistance from outside legal counsel, compensation consultants, or other advisors as the Committee deems necessary to carry out its duties. In addition, the Committee is free to replace its independent compensation consultants or retain additional advisors at any time.
The Committee independently decides the salary, incentive target and equity awards for the Chief Executive Officer with input from its independent compensation consultant. Based on the information presented by the independent compensation consultant, the Committee discusses the Chief Executive Officer’s contribution and performance, Company performance, the competitive market, and the other factors discussed below, and independently makes compensation decisions in an executive session, without members of management present.
Role of the Independent Compensation Consultant
The Committee engaged Compensia to serve as its independent compensation consultant for 2021. Compensia advised the Committee with respect to trends in executive compensation, review of market information, and assessment of compensation actions required under the Committee’s charter. Based on the consideration of the various factors as set forth in the rules of the SEC and the NYSE, the Committee has determined that its relationship with Compensia is an independent compensation consultant under the rules of the NYSE and there are no conflicts of interest. In 2021, Compensia did not provide the Company with any other services and did not receive any compensation from us other than with respect to the services described above.
The Committee’s compensation consultant attends most Committee meetings and provides its advice and guidance, as well as relevant market data on executive pay levels, practices and design, to the Committee. For additional details on the engagement and services provided by Compensia, please refer to the “Compensation Consultant Disclosure” section of this proxy statement.
Role of Management
Our CEO makes recommendations to the Committee regarding the salary, incentive target and equity awards for the executive officers other than himself. These recommendations are based on market analysis and guidance provided by the independent compensation consultant on behalf of the Committee and our CEO’s assessment of individual-specific factors, such as the individual’s role and contribution to Company performance and the other factors discussed below. Our CEO is also assisted by the Company’s Human Resources department in making these recommendations.
 
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Juniper Networks, Inc. Notice of 2022 Annual Meeting and Proxy Statement   51

 
Executive Compensation Philosophy
The Committee has established guiding principles with respect to our executive compensation program, as detailed below. The Committee believes that these guiding principles drive desirable behaviors, accountability, and alignment with stockholder interests.
Principle
Strategy
Enhance Accountability Executive compensation linked to a clear set of business objectives
Manage to Balanced Results
Compensation strategy that drives balanced results between the following:
  Short- and long-term objectives
  Individual and team performance
  Financial and non-financial objectives
  Customer satisfaction and growth
Reward High Performance Upside potential for superior performance with downside risk for under performance
Attract & Retain Talent Market-competitive programs with flexibility to be aggressive for critical talent retention and acquisition
Align with Stockholder Interests Programs that are transparent, easily understood and aligned with long-term stockholder interests
Encourage Health and Financial Well-Being Market-competitive benefit programs that encourage wellness and financial savings
Based on the guiding principles, the Committee then reviews the various elements of compensation in order to develop our executive compensation program. The following table lists the elements of our 2021 executive compensation program and the primary purpose and performance measures associated with each element.
Fixed
Variable Short-Term
Variable Long-Term
Other
Base Salary
Executive AIP(1)
Financial PSAs
RTSR PSAs
RSU
Benefits
Primary Purpose
Attract and retain
Encourage wellness and financial savings
Provide focus on annual financial and non-financial goals, motivate performance
Reward achievement of financial and strategic results that drive long-term stockholder value
Create ownership and align employee efforts with stockholder interests
Performance Measures
  Corporate Revenue
  Non-GAAP EPS
  Software Revenue
  Strategic goals
             
  Corporate
Revenue
  Non-GAAP EPS
  Software Revenue
  Shareholder return over a sustained duration
Total Performance/ Vest Period
Ongoing
1-year
1-year performance in each of 3 years
3-year vest (cliff)
3-year performance
& vest (cliff)
3-year
(ratable)
Ongoing
(1)
Executive AIP program is paid 50% in cash and 50% in fully vested equity.
Finally, the Committee continued its practice of setting compensation on an individual basis aligned with our guiding principles for executive compensation. Generally, in determining compensation for our NEOs, the Committee considers a number of factors, including, among other things, each executive’s:

individual performance;

tenure;

role, including complexity of responsibilities, scope, and perceived competitive opportunity in the external market;

pre-existing compensation arrangements, including equity retention hold;

internal comparisons and peer market data; and

ability to impact business results.
The Committee believes this practice aligns executive officer compensation levels with stockholder interests while continuing to potentially reward executives for achieving financial and strategic results that drive stockholder value over the long-term, including rewarding above-target performance with above-target pay.
52   

 Executive Compensation
 
Our NEOs’ pay mix emphasizes “at risk” pay opportunities, including performance-based compensation. In 2021, with respect to our CEO’s annual target compensation package, “performance-based” compensation was awarded in the form of an annual cash bonus incentive and performance-based equity. Overall, our CEO’s “variable” compensation in the form of an annual cash bonus incentive and equity awards comprised 90% of his target direct compensation.
2021 Target Pay Mix(1)
 CEO                      Other NEOs
[MISSING IMAGE: tm2131181d2-pc_ceoneopn.jpg]
(1)
Reflects (i) salary disclosed in the “Summary Compensation Table”, (ii) the target opportunity for non-equity incentive plan awards disclosed in the “Grants of Plan-Based Awards For Fiscal 2021” table, and (iii) the grant date fair value of all stock awards as disclosed in the “Grants of Plan-Based Awards For Fiscal 2021” table.
Competitive Compensation Data
The Committee reviews competitive compensation data to establish market reference points, including data from the Peer Group (as described below) and broader technology company data based on a custom Radford survey.
2021 Peer Group
The Committee utilizes a compensation peer group of publicly traded networking equipment and other high technology companies (the “Peer Group”) to monitor and assess the market competitiveness of the compensation levels of our NEOs relative to similar positions in the Peer Group, and to review the compensation practices of similarly situated companies. In August 2020, the Committee, with input from its compensation consultant, established the Peer Group for use in 2021 compensation benchmarking. In deciding whether a company should be included in the Peer Group, the Committee generally considered the following screening criteria:

Industry relevance;

Revenue and historical revenue growth;

Market value;

Business model;

Scope of operations; and

Whether the Company is likely to compete with the company in the Peer Group for executive talent.
The composition of the Peer Group is regularly reviewed and assessed by the Committee with the assistance of its compensation consultant to take into account changes in both the Company and the companies in the Peer Group based on the selection criteria described above. For 2021, the Committee determined to remove Autodesk, Inc. and Intuit Inc. from the prior year Peer Group, and determined to add Fortinet, Inc., Keysight Technologies, Inc., NCR Corporation and Trimble Inc. For compensation decisions made in 2021, the Peer Group consisted of the 16 companies set forth below.
 
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Juniper Networks, Inc. Notice of 2022 Annual Meeting and Proxy Statement   53

 
Company Name
Akamai Technologies, Inc. Motorola Solutions, Inc.
Analog Devices, Inc. NCR Corporation
Arista Networks, Inc. NetApp, Inc.
Ciena Corp. NortonLifeLock Inc.
Citrix Systems, Inc. Palo Alto Networks, Inc.
F5 Networks, Inc. Trimble Inc.
Fortinet, Inc. VMware, Inc.
Keysight Technologies, Inc. Xilinx, Inc.
Section 3 — Elements of Executive Compensation
Base Salary
The Committee reviews base salaries for the NEOs annually and adjusts salaries based on the scope and complexity of responsibilities, growth in experience and capabilities, contributions or responsibilities beyond the typical scope of the role, individual performance, internal comparisons, and market competitiveness as measured against our Peer Group and other competitors for similar executive talent.
Consistent with the criteria above, the Committee approved salary increases for Messrs. Miller, Leelanivas, Athreya and Jewell in February 2021, effective in July 2021, after (i) considering Mr. Rahim’s recommendations, which were based upon analysis and guidance from the independent compensation consultant, including competitive data from our Peer Group and the CEO’s assessment of individual-specific factors and (ii) determining that the increases in base salaries were commensurate with the NEOs’ individual specific performance and responsibilities and the competitive data from our Peer Group. In making such decisions, the Committee also took into account that none of the NEOs received salary increases in 2020. The Committee determined not to increase Mr. Rahim’s base salary, which has remained unchanged since he assumed the role of CEO in 2015. The Committee believes that leaving Mr. Rahim’s base salary unchanged is a clear demonstration of the Committee’s commitment to the guiding principles for our executive compensation program, as described above.
Executive
2020 Base Salary
2021 Base Salary
% Salary Increase
Rami Rahim $ 1,000,000 $ 1,000,000
—%
Kenneth Miller $ 600,000 $ 625,000
4.2%
Manoj Leelanivas $ 570,000 $ 600,000
5.3%
Anand Athreya $ 500,000 $ 518,000
3.6%
Marcus Jewell(1) $ 550,000 $ 600,000
9.1%
(1)
Mr. Jewell’s annual base salary was paid in British pounds sterling in 2020 and for the portion of 2021 preceding his relocation to the United States.
Executive Annual Incentive Plan
Our NEOs have the opportunity to receive annual incentives through our Executive AIP. Consistent with the Committee’s objective to link a significant portion of our NEOs’ compensation to attainment of predetermined annual financial and strategic goals, the Committee established a target annual performance-based incentive opportunity for each NEO, expressed as a percentage of base salary. In setting the amount of the target incentive opportunity, the Committee, with input from its compensation consultant, takes into account competitive market data, the individual’s role and contribution to performance, and internal comparisons. The actual payout may be higher or lower than this target incentive amount, based on Company and/or individual performance factors. In addition, the Committee retains the discretion to reduce each NEO’s payout as determined by the Committee in its sole discretion.
For 2021, the target incentive opportunities (expressed as a percentage of actual base salary) for all NEOs remained consistent with 2020 levels. With respect to the 2021 AIP, 50% of each NEO’s actual achievement level under the AIP was awarded in Bonus Shares in March 2022, following the certification of achievement of the applicable
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performance goals at the end of the AIP performance period, as discussed in further detail below. The target incentive opportunities for our NEOs and potential payout ranges for 2021 are presented below (without giving effect to the Bonus Shares).
Executive
2021 Actual
Salary(1)
AIP Target
as % of Salary(2)
Potential Payout
Range (of Target)
Rami Rahim $ 1,000,000 175%
0% – 200%
Kenneth Miller $ 612,500 100%
0% – 200%
Manoj Leelanivas $ 585,000 100%
0% – 200%
Anand Athreya $ 509,000 100%
0% – 200%
Marcus Jewell $ 574,814 100%
0% – 200%
(1)
Reflects actual salaries earned in 2021. Increases to salaries were effective as of July 1, 2021. A portion of Mr. Jewell’s base salary paid during fiscal year 2021 was paid in British pounds sterling. The conversion rate from British pounds sterling to U.S. dollars for the amounts in this table was 1.2429.
(2)
50% of the incentive opportunity value was awarded in Bonus Shares (as discussed below). The percentages disclosed in this column reflect the target incentive opportunity value as a percentage of base salary prior to adjusting for Bonus Shares.
Performance Goals under the Executive Annual Incentive Plan
The actual amounts payable to individual NEOs under the 2021 AIP depended on the actual level of achievement measured against the pre-established objectives for the financial and strategic components. Our NEOs can earn anywhere between 0% and 200% of their respective target AIP opportunities based on the Company’s actual performance, less the portion of the 2021 AIP used to calculate Bonus Shares.
Under the 2021 AIP, our NEOs could earn annual cash incentive payments based on the targets and formula illustrated below:
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For purposes of the 2021 AIP:

The financial performance component, weighted at 70% of the AIP target payout, was comprised of corporate revenue, non-GAAP EPS, and software revenue targets. The Committee believes that each element of the financial performance component of the AIP helps to drive long-term stockholder value creation through revenue growth and prudent management of the Company’s operating expenses.
 
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The strategic performance component, weighted at 30% of the AIP target payout, was focused on aligning compensation with delivering against our multi-year business strategy beyond near term financials. In order to achieve alignment, the strategic performance metrics were aligned with the Company’s 2021 annual objectives and key results of  (i) driving revenue and margin growth with experience-led, automated solutions and services, (ii) delivering differentiated outcomes across the customer lifecycle by optimizing our customer-facing operational and quality systems, and (iii) strengthening our culture, workforce and results systems in alignment with our business strategy. The Committee believes that delivering to our corporate objectives beyond the in-year financial performance is critical for driving sustainable growth, operational excellence, and long-term value creation for our stockholders. The strategic goals were established at the same time as the financial goals. Each strategic metric is weighted equally.
Bonus Shares Granted Pursuant to the Executive Annual Incentive Plan
In order to enhance long-term retention of our NEOs and further align the interests of our NEOs with our stockholders, the Committee determined (i) to award 50% of each NEO’s actual payout under the 2021 AIP in fully vested Bonus Shares in March 2022, following the certification of the achievement of the applicable performance goals at the end of the AIP performance period and (ii) to award the remaining 50% of each NEO’s actual payout under the 2021 AIP in cash. In 2021, the Committee determined to further tie the 2021 AIP to the Company’s stock performance by establishing a conversion price for the Bonus Shares based on the average price of the Company’s stock for the final 30 trading days in 2020. For 2021, the conversion price for the Bonus Shares was $22.10. Because the final value earned under the Bonus Shares is directly tied to our stock price, the Committee believes the Bonus Shares further align our NEOs to the interests of our stockholders and strengthen our retention objectives.
Our NEOs received the following Bonus Shares with respect to the 2021 performance period:
Executive
2021 AIP Used to
Calculate Bonus
Shares(1)
2021
Conversion
Price(2)
Bonus Shares
Granted and
Earned(3)
Rami Rahim
   Chief Executive Officer
$ 1,085,000 $ 22.10 49,095
Kenneth Miller
   Executive Vice President, Chief Financial Officer
$ 379,750 $ 22.10 17,183
Manoj Leelanivas
   Executive Vice President, Chief Operating Officer
$ 362,700 $ 22.10 16,412
Anand Athreya
   Executive Vice President, Chief Development Officer
$ 315,580 $ 22.10 14,280
Marcus Jewell
   Executive Vice President, Chief Revenue Officer
$ 356,385 $ 22.10 16,126
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(1)
Reflects 50% of the total amount earned under the 2021 AIP.
(2)
Reflects the average price of the Company’s stock for the final 30 trading days in 2020.
(3)
The Bonus Shares were granted fully vested in March 2022.
2021 AIP Compensation Decisions
Upon completion of the performance period for 2021, the Committee reviewed the Company’s performance across the predetermined financial and strategic performance goals to verify and approve the attainment of the applicable goals and the calculations of the amounts to be paid to the NEOs. The Committee determined achievement of such goals as shown in the table below. In particular, with respect to the payout associated with the strategic performance goals, the Committee took into consideration, among other things:
Experience First Growth

Delivering full-stack, automated solutions with embedded security across the Automated WAN, AI-Driven Enterprise and Cloud Ready Data Center to enable comprehensive use cases such as the Paragon Automation suite for the service provider market and Wired Assurance for enterprise customers.

Achieving value realization of key acquisitions such as 128 Technologies, Apstra and Netrounds via integration and increased cross-sell and attach.

Driving increased software revenue, especially recurring revenue of ratable software subscriptions and related services, which increased 32% in 2021.
Differentiated Customer Outcomes

Doubling the number of units sold or installed with attached cloud services.

Delivering significant total cost of ownership improvements for our customers.

Improving overall customer experience with our software products by reducing quality and support issues in half.

Improving efficiency with increased automation and no-touch processes for our partners such as orders with pre-approved pricing or no quote required.
Own It, Live It

Executing to our talent strategy focused on a diverse workforce with the skill sets aligned to our strategic direction.

Building rigorous, comprehensive risk management into our enterprise processes with quarterly updates to the Board of Directors.

Continuing to strengthen and role-model our culture and values resulting in record employee engagement survey scores.
Performance results for 2021 are summarized below.
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*
The components of non-GAAP EPS, along with a reconciliation to EPS, for fiscal year 2021 is provided in our press release furnished with the SEC on January 27, 2022, which reports our preliminary fiscal year 2021 financial results.
 
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The table below summarizes 2021 AIP cash payouts for the NEOs.
Executive
Target 2021
AIP Value
2021 AIP Funding
AIP Allocated to
Bonus Shares
Target AIP
Cash Payout(1)
Rami Rahim $ 1,750,000 $ 2,170,000 $ 1,085,000 $ 1,085,000
Kenneth Miller $ 612,500 $ 759,500 $ 379,750 $ 379,750
Manoj Leelanivas $ 585,000 $ 725,400 $ 362,700 $ 362,700
Anand Athreya $ 509,000 $ 631,160 $ 315,580 $ 315,580
Marcus Jewell $ 574,814 $ 712,769 $ 356,385 $ 356,385
(1)
The amounts reflected in the “Target AIP Cash Payout” column are reflected under the “Bonus” and “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table”.
Long-Term Equity Incentive Compensation
The Company and the Committee remain focused on aligning the Company’s long-term equity compensation program with stockholder interests. The Committee granted the following types of awards:

PSAs with financial performance goals;

RTSR PSAs; and

Service-vested RSUs.
The Committee, in consultation with its compensation consultant, believes this equity mix aligns with the practices of the Peer Group. Further, the Committee believes that this equity mix continues to align NEO compensation directly with the interests of our stockholders by motivating ongoing stock price appreciation, total shareholder return, and a focus on key top- and bottom-line financial metrics.
In determining the amount of long-term equity incentives to award our NEOs, the Committee reviewed grant values provided to comparable executives of companies in the Peer Group and the survey data, and considered the executive’s respective role, individual performance, and existing unvested equity retention hold.
Executive
Financial PSAs(1)
RTSR PSAs (1)
Service-Vested
RSUs
Rami Rahim 113,220 75,480 188,700
Kenneth Miller 34,260 22,840 57,100
Manoj Leelanivas 36,720 24,480 61,200
Anand Athreya 33,060 22,040 55,100
Marcus Jewell 33,060 22,040 55,100
(1)
Number of Financial PSAs and RTSR PSAs reflect achievement at target. The actual amount of shares that can be earned range from 0-200% based on performance.
For 2021, the Committee awarded 30% of our NEO’s 2021 long-term equity incentives, which does not include Bonus Shares, in the form of PSAs with financial performance goals, 20% in the form of RTSR PSAs, and 50% in the form of service-vested RSUs. The Committee, in consultation with its compensation consultant, believes that the mix of PSAs and RSUs for our NEOs provides an appropriate balance between performance-based and time-based equity incentives, as it should motivate our NEOs to contribute to the Company’s long-term success and stock price appreciation while also encouraging retention.
Financial Performance Share Awards
Our ability to successfully offer our products and services in a rapidly evolving market requires us to effectively scale and adjust our business to fluctuating market opportunities and conditions on an annual basis, while also remaining focused on long-term success and retention. In this regard, the Committee believes that, by using three concurrent one-year tranches that cliff-vest over a three-year period, the Committee can best align the financial objectives for our NEOs with accountability for both long-term stockholder value creation and the business plans and goals approved by our Board.
One-third of the total target PSAs are subject to annual performance targets established by the Committee and the amount of PSAs “banked” for a particular year is based on the achievement of annual performance targets established for that year. With respect to each year’s performance, participants can “bank” between 0% and 200% of the target number of PSAs for that year (i.e., one-third of the total PSAs awarded to a participant) based on the
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level of achievement against the performance targets for that year. Vesting for the “banked” shares under PSAs occurs only after the Committee certifies the level of achievement for the third tranche, and any “banked” but unvested shares under PSAs are forfeited if the participant leaves the Company before the vest date.
Given the significant strategic importance to focus on top-line growth in a sustained and reasonable manner in the current market, the Committee determined that a significant focus on corporate revenue, non-GAAP EPS, and software revenue was appropriate. Accordingly, the Committee, in consultation with its compensation consultant, approved the use of financial performance goals for the 2021 performance period under the PSAs. The performance targets are illustrated below.
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(1)
The components of non-GAAP EPS, along with a reconciliation to EPS, for fiscal year 2021 are provided in our press release furnished with the SEC on January 27, 2022, which reports our preliminary fiscal year 2021 financial results.
For 2021, the Committee set target performance goals for the PSAs at levels which it believed at the time to be challenging but achievable and set maximum performance goals at a level which it believed to be very difficult to achieve.
Determination of Payout of 2021 PSA Financial Goals
Upon completion of the performance period for 2021, the Committee reviewed Company performance across the predetermined financial performance goals for the 2021 PSAs. The calculation of the financial performance goals is set forth below:
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*
No payout for each financial component if achievement is less than the threshold amount. The actual payout percentage scales linearly between threshold and target and between target and maximum.
**
The components of non-GAAP EPS, along with a reconciliation to EPS, for fiscal year 2021 is provided in our press release furnished with the SEC on January 27, 2021, which reports our preliminary fiscal year 2021 financial results.
 
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Shares Earned for 2021 Financial PSA Goal Achievement
Executive
Award Year
2021
Financial PSA
Target(1)
2021
Performance
Achievement
(% of Target)
2021
Total Financial
PSAs Banked
Financial PSAs
to Vest in 2022(2)
Rami Rahim
   Chief Executive Officer
2021 37,740 132% 49,816
2020 35,140 132% 46,384
2019 31,250 132% 41,250 93,437
Total
104,130
132%
137,450
93,437
Kenneth Miller
   Executive Vice President,
   Chief Financial Officer
2021 11,420 132% 15,074
2020 11,300 132% 14,916
2019 8,280 132% 10,930 24,757
Total
31,000
132%
40,920
24,757
Manoj Leelanivas
   Executive Vice President,
   Chief Operating Officer
2021 12,240 132% 16,157
2020 10,500 132% 13,860
2019 8,280 13