DEF 14A 1 juno-proxy2017.htm DEFINITIVE PROXY STATEMENT Document

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  x         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))
x
 
Definitive Proxy Statement
¨
 
Definitive Additional Materials
¨
 
Soliciting Material under § 240.14a-12
JUNO THERAPEUTICS, 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):
x
 
No fee required.
¨
 
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
 
 
 
 
 
(1)
Title of each class of securities to which transaction applies:
 
 
(2)
Aggregate number of securities to which transaction applies:
 
 
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 
 
(4)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
 
 
 
 
 
(1)
Amount Previously Paid:
 
 
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junorgb.jpg

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 15, 2017

To the Stockholders of Juno Therapeutics, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders ("Annual Meeting") of Juno Therapeutics, Inc., a Delaware corporation (referred to herein as "Juno," the "Company," "we" or "our"), will be held virtually, via live webcast at www.virtualshareholdermeeting.com/JUNO2017 on June 15, 2017, at 10:00 a.m. Pacific Daylight Time. Be sure to have your 16-digit control number to join the meeting. The Annual Meeting will be online only and will be held for the following purposes: 
1.
To elect three directors to hold office until the 2020 annual meeting of stockholders or until their successors are duly elected and qualified;
2.
To consider an advisory vote to approve the compensation of our named executive officers;
3.
To ratify the appointment, by the Audit Committee of our Board of Directors, of Ernst & Young LLP as the independent registered public accounting firm of the Company for the Company's fiscal year ending December 31, 2017; and
4.
To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
The foregoing items of business are more fully described in the Proxy Statement. Only stockholders who owned our common stock at the close of business on April 17, 2017 (the "Record Date") can vote at this meeting or any adjournments that take place.
We have elected to use the Internet as our primary means of providing our proxy materials to stockholders. Consequently, stockholders will not receive paper copies of our proxy materials unless they specifically request them. We will send a notice regarding the Internet availability of proxy materials (the "Notice of Internet Availability") on or about May 1, 2017 to our stockholders of record as of the close of business on the Record Date. We are also providing access to our proxy materials over the Internet beginning on or about May 1, 2017. Electronic delivery of our proxy materials will significantly reduce our printing and mailing costs, and the environmental impact of the proxy materials.
The Notice of Internet Availability contains instructions for accessing the proxy materials, including the Proxy Statement and our annual report, and provides information on how stockholders may obtain paper copies free of charge. The Notice of Internet Availability also provides the date and time of the virtual Annual Meeting; the matters to be acted upon at the meeting and the recommendation from our Board of Directors with regard to each matter; and information on how to attend the virtual Annual Meeting and vote online.
It is important that your shares be represented and voted whether or not you plan to attend the virtual Annual Meeting online. You may vote on the Internet, by telephone, or by completing and mailing a proxy card or the form forwarded by your bank, broker or other holder of record. Voting over the Internet, by telephone, or by written proxy will ensure your shares are represented at the Annual Meeting. Please review the instructions on the proxy card or the information forwarded by your bank, broker or other holder of record regarding each of these voting options.
Our Board of Directors recommends that you vote FOR the election of the director nominees named in Proposal No. 1 and FOR Proposal No. 2 and Proposal No. 3. 
By Order of the Board of Directors
 
Hans E. Bishop
President, Chief Executive Officer, and Director
April 21, 2017



TABLE OF CONTENTS



JUNO THERAPEUTICS, INC.
307 Westlake Avenue North, Suite 300
Seattle, Washington 98109

PROXY STATEMENT
FOR THE 2017 ANNUAL MEETING OF STOCKHOLDERS

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
STOCKHOLDER MEETING TO BE HELD ON JUNE 15, 2017
The Board of Directors (the "Board") of Juno Therapeutics, Inc. (referred to herein as "Juno," the "Company," "we," "us," or "our") is soliciting your proxy to vote at the virtual 2017 Annual Meeting of Stockholders to be held on Thursday, June 15, 2017, at 10:00 a.m. Pacific Daylight Time, and any adjournment or postponement of that meeting (the "Annual Meeting"). The Annual Meeting will be held via live webcast only at www.virtualshareholdermeeting.com/JUNO2017. This Proxy Statement is dated as of April 21, 2017.
In addition to solicitations by mail, our directors, officers, and regular employees, without additional remuneration, may solicit proxies by telephone, e-mail, and personal interviews. All costs of solicitation of proxies will be borne by us. Brokers, custodians, and fiduciaries will be requested to forward proxy soliciting material to the owners of stock held in their names, and we will reimburse them for their reasonable out-of-pocket expenses incurred in connection with the distribution of proxy materials.
We have elected to provide access to our proxy materials on the Internet. Accordingly, we are sending a notice regarding the Internet availability of proxy materials (the "Notice of Internet Availability") to our stockholders of record as of April 17, 2017 (the "Record Date"), while brokers and other nominees who hold shares on behalf of beneficial owners will be sending their own similar notice. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice of Internet Availability, or to request a printed set of the proxy materials. Instructions on how to request a printed copy by mail or e-mail may be found in the Notice of Internet Availability and on the website referred to in the Notice of Internet Availability, including an option to request paper copies on an ongoing basis. On or about May 1, 2017, we are making this Proxy Statement available on the Internet and are mailing the Notice of Internet Availability to all stockholders entitled to vote at the Annual Meeting. We are also providing access to our proxy materials over the Internet beginning on or about May 1, 2017. We intend to mail or e-mail this Proxy Statement, together with a proxy card, to those stockholders entitled to vote at the Annual Meeting who have properly requested copies of such materials by mail or e-mail, within three business days of request.
The only voting securities of Juno are shares of common stock, $0.0001 par value per share (the "Common Stock"), of which there were 106,098,780 shares outstanding as of the Record Date. We need the holders of a majority in voting power of the shares of Common Stock issued and outstanding and entitled to vote, present online or represented by proxy, to hold the Annual Meeting.
The Company's Annual Report, which contains financial statements for fiscal year 2016 (the "Annual Report"), accompanies this Proxy Statement if you have requested and received a copy of the proxy materials in the mail. Stockholders that receive the Notice of Internet Availability can access this Proxy Statement and the Annual Report at the website referred to in the Notice of Internet Availability. The Annual Report and this Proxy Statement are also available on our investor relations website at http://ir.junotherapeutics.com/ and at the website of the Securities and Exchange Commission (the "SEC") at www.sec.gov. You also may obtain a copy of Juno's Annual Report, without charge, by writing to our Investor Relations department at the above address.


1


THE PROXY PROCESS AND STOCKHOLDER VOTING
QUESTIONS AND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING
Who can vote at the Annual Meeting?
Only stockholders of record at the close of business on April 17, 2017 (the "Record Date"), will be entitled to vote online at the Annual Meeting. At the close of business on the Record Date, there were 106,098,780 shares of common stock issued and outstanding and entitled to vote.
Stockholder of Record: Shares Registered in Your Name
If, on the Record Date, your shares were registered directly in your name with the transfer agent for our common stock, Wells Fargo Bank, N.A., then you are a stockholder of record. As a stockholder of record, you may vote online at the Annual Meeting or vote by proxy on the Internet or by telephone or by returning a proxy card if you request and receive one. Whether or not you plan to attend the virtual Annual Meeting online, to ensure your vote is counted we urge you to vote by proxy on the Internet as instructed in the Notice of Internet Availability, by telephone as instructed on the website referred to on the Notice of Internet Availability, or (if you request and receive a proxy card by mail or e-mail) by signing, dating, and returning the proxy card sent to you or by following the instructions on such proxy card to vote on the Internet or by telephone.
Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Agent
If, on the Record Date, your shares were held in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in "street name" and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the virtual Annual Meeting and vote online.
What do I need in order to be able to attend the Annual Meeting online?
Juno will be hosting the Annual Meeting via live webcast only. Any stockholder or member of the public can attend the Annual Meeting live online at www.virtualshareholdermeeting.com/JUNO2017. The webcast will start at 10:00 a.m. Pacific Daylight Time. Stockholders may vote and submit questions while attending the Annual Meeting online. In order to be able to vote and submit questions at the online Annual Meeting, you will need the 16-digit control number included on your Notice or your proxy card (if you received a printed copy of the proxy materials) if you are a stockholder of record, or included with your voting instruction card and voting instructions you received from your broker, bank or other agents if you hold your shares in a "street name." Instructions on how to participate online are also posted online at www.virtualshareholdermeeting.com/JUNO2017. If you do not have the control number, you will be able to attend the Annual Meeting, but you will not be able to vote or submit questions at the Annual Meeting.
What am I being asked to vote on?
You are being asked to vote on three proposals: 
Proposal No. 1: the election of three Class III directors to hold office until our 2020 annual meeting of stockholders or until their successors are duly elected and qualified;
Proposal No. 2: an advisory vote to approve the compensation of our named executive officers; and
Proposal No. 3: the ratification of the appointment, by the audit committee of our Board, of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017.
In addition, you are entitled to vote on any other matters that are properly brought before the Annual Meeting.
How does the Board recommend I vote on the Proposals?
The Board recommends that you vote: 
"FOR" each of the Class III director nominees listed in Proposal No. 1 and
"FOR" each of Proposal No. 2 and Proposal No. 3.

2


How do I vote? 
For Proposal No. 1, you may either vote "For," or "Withhold" your vote from, any of the nominees to the Board.
For Proposal No. 2 and Proposal No. 3, you may vote "For" or "Against" the proposal, or "Abstain" from voting.
Please note that by casting your vote by proxy you are authorizing the individuals listed on the proxy to vote your shares in accordance with your instructions and in their discretion with respect to any other matter that properly comes before the Annual Meeting or any adjournments or postponements thereof.
The procedures for voting, depending on whether you are a stockholder of record or a beneficial owner, are as follows:
Stockholder of Record: Shares Registered in Your Name
If you are a stockholder of record, you may vote in any of the following manners: 
To vote during the virtual Annual Meeting, follow the online instructions provided on the Notice of Internet Availability to log in to www.virtualshareholdermeeting.com/JUNO2017.
To vote over the Internet prior to the Annual Meeting, follow the instructions provided on the Notice of Internet Availability or on the proxy card that you request and receive by mail or e-mail to vote at www.proxyvote.com using the 16-digit control number contained on the Notice of Internet Availability or proxy card that you received. We provide Internet proxy voting to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies.
To vote by telephone, call 1-800-690-6903 (toll free). You will need to have your Notice of Internet Availability or proxy card available when you call.
To vote by mail, complete, sign and date the proxy card you request and receive by mail or e-mail, and return it promptly to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. As long as your signed proxy card is received before the Annual Meeting, we will vote your shares as you direct.
Whether or not you plan to attend the virtual Annual Meeting online, we urge you to vote by proxy by mail, Internet, or telephone to ensure your vote is counted. The Internet and telephone voting facilities for eligible stockholders of record will close at 11:59 p.m. Eastern Time on June 14, 2017. Even if you have submitted your vote before the Annual Meeting, you may still attend the virtual Annual Meeting and vote online. In such case, your previously submitted proxy will be disregarded.
Beneficial Owner: Shares Registered in the Name of Broker, Bank or Other Agent
If you are a beneficial owner of shares registered in the name of your broker, bank, or other agent, you should have received a voting instruction card and voting instructions with these proxy materials from that organization rather than from us. Simply complete and mail the voting instruction card to ensure that your vote is counted, or follow such instructions to submit your vote by the Internet or telephone, if the instructions provide for Internet and telephone voting. To vote online at the virtual Annual Meeting, you will need the 16-digit control number included with your voting instruction card or voting instructions you received from your broker, bank or other agent.
Can I change my vote after submitting my proxy vote?
Yes. You can revoke your proxy vote at any time before the final vote at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy vote in any one of three ways: 
You may submit a new vote on the Internet or by telephone or submit a properly completed proxy card with a later date, by following the instructions set forth in answer to the preceding question.
You may send a written notice that you are revoking your proxy to Juno's General Counsel at 307 Westlake Avenue North, Suite 300, Seattle, Washington 98109.
You may attend the virtual Annual Meeting and vote online. Simply attending the virtual Annual Meeting will not, by itself, revoke your proxy.
If your shares are held by your broker, bank or other agent, you should follow the instructions provided by them.

3


Who counts the votes?
Broadridge Financial Solutions, Inc. ("Broadridge") has been engaged as our independent agent to tabulate stockholder votes, or Inspector of Election. If you are a stockholder of record, and you choose to vote over the Internet prior to the Annual Meeting or by telephone, Broadridge will access and tabulate your vote electronically, and if you have requested and received proxy materials via mail or e-mail and choose to sign and mail your proxy card, your executed proxy card is returned directly to Broadridge for tabulation. As noted above, if you hold your shares through a broker, your broker (or its agent for tabulating votes of shares held in "street name") returns one proxy card to Broadridge on behalf of all its clients.
How are votes counted?
Votes will be counted by the Inspector of Election appointed for the Annual Meeting. For Proposal No. 1, the Inspector of Election will separately count "For" and "Withheld" votes and broker non-votes for each nominee. For each of Proposal No. 2 and Proposal No. 3, the Inspector of Election will separately count "For" and "Against" votes, abstentions and broker non-votes. If your shares are held by your broker as your nominee (that is, in "street name"), you will need to follow the instructions provided by your broker to instruct your broker how to vote your shares. If you do not give instructions to your broker, your broker can vote your shares with respect to "routine" items, but not with respect to "non-routine" items. See below for more information regarding: "What are "broker non-votes"?" and "Which ballot measures are considered "routine" and "non-routine"?"
What are "broker non-votes"?
Broker non-votes occur when a beneficial owner of shares held in "street name" does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed "non-routine." Generally, if shares are held in street name, the beneficial owner of the shares is entitled to give voting instructions to the broker or nominee holding the shares. If the beneficial owner does not provide voting instructions, the broker or nominee can still vote the shares with respect to matters that are considered to be "routine," but not with respect to "non-routine" matters. In the event that a broker, bank, custodian, nominee or other record holder of common stock indicates on a proxy that it does not have discretionary authority to vote certain shares on a particular proposal, then those shares will be treated as broker non-votes with respect to that proposal. Accordingly, if you own shares through a nominee, such as a broker or bank, please be sure to instruct your nominee how to vote to ensure that your vote is counted on each of the proposals.
Which ballot measures are considered "routine" or "non-routine"?
The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2017 (Proposal No. 3) is considered routine under applicable rules. A broker or other nominee may generally vote on routine matters, and therefore no broker non-votes are expected to exist in connection with Proposal No. 3. Proposal No. 1 and Proposal No. 2 are considered non-routine under applicable rules. A broker or other nominee cannot vote without instructions on non-routine matters, and therefore there may be broker non-votes on Proposal No. 1 and Proposal No. 2.
How many votes are needed to approve the proposal?
With respect to Proposal No. 1, the election of directors, the three nominees receiving the highest number of "For" votes will be elected. Only votes "For" or "Withheld" will affect the outcome of this proposal. Broker non-votes will have no effect on the outcome of this proposal.
With respect to Proposal No. 2 and Proposal No. 3, the affirmative vote of the majority of votes cast affirmatively or negatively (excluding abstentions and broker non-votes) is required for approval. Abstentions and broker non-votes will have no effect on the outcome of these proposals.
Although Proposal No. 2 is an advisory vote and is non-binding, our Board values stockholders' opinions. Our compensation committee and Board will review the results of the vote and, consistent with our record of stockholder responsiveness, consider stockholders' concerns and take into account the outcome of the vote when considering future decisions concerning our executive compensation program.
How many votes do I have?
On each matter to be voted upon, you have one vote for each share of common stock you own as of the Record Date.

4


What if I return a Proxy Card but do not make specific choices?
If we receive a signed and dated Proxy Card and the Proxy Card does not specify how your shares are to be voted, your shares will be voted "For" the election of each of the three nominees for director in Proposal No. 1 of this Proxy Statement, and "For" Proposal No. 2 and Proposal No. 3. If any other matter is properly presented at the virtual Annual Meeting online, your proxy (one of the individuals named on your Proxy Card) will vote your shares using his or her best judgment.
Who is paying for this proxy solicitation?
Juno will pay for the entire cost of soliciting proxies. In addition to these mailed proxy materials, our directors, officers and employees may also solicit proxies in person, by telephone or by other means of communication. Directors, officers and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.
What does it mean if I receive more than one Notice of Internet Availability or more than one set of printed materials?
If you receive more than one Notice of Internet Availability or more than one set of printed materials, your shares are registered in more than one name or are registered in different accounts. In order to vote all the shares you own, you must follow the instructions for voting on each Notice of Internet Availability or proxy card you receive via mail or e-mail upon your request, which include voting over the Internet, telephone or by signing and returning any of the proxy cards you request and receive.
How will voting on any business not described in this Proxy Statement be conducted?
We are not aware of any business to be considered at the Annual Meeting other than the items described in this Proxy Statement. If any other matter is properly presented at the Annual Meeting, your proxy will vote your shares using his or her best judgment.
When are stockholder proposals due for next year's Annual Meeting?
To be considered for inclusion in next year's proxy materials, your proposal must be submitted in writing by January 1, 2018, to Juno's Corporate Secretary at 307 Westlake Avenue North, Suite 300, Seattle, Washington 98109. If you wish to submit a proposal that is not to be included in our proxy materials for the next year's annual meeting pursuant to the SEC's shareholder proposal procedures or to nominate a director, you must do so between February 15, 2018 and March 17, 2018; provided that if the date of that annual meeting is more than 30 days before or more than 60 days after June 15, 2018, you must give notice not later than the 90th day prior to the annual meeting date or, if later, the 10th day following the day on which public disclosure of the annual meeting date is first made. You are also advised to review our bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations. A copy of our bylaws may be obtained by accessing our filings on the SEC's website at www.sec.gov. You may also request a copy of our bylaws, without charge, from our Corporate Secretary, at 307 Westlake Avenue North, Suite 300, Seattle, Washington 98109.
What is the quorum requirement?
A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if the holders of a majority in voting power of the shares of common stock issued and outstanding and entitled to vote are present online or represented by proxy at the Annual Meeting. On the Record Date, there were 106,098,780 shares outstanding and entitled to vote. Accordingly, 53,049,391 shares must be represented by stockholders present online at the Annual Meeting or by proxy to have a quorum.
If you are a stockholder of record, your shares will be counted towards the quorum only if you submit a valid proxy vote or vote at the Annual Meeting. If you are a beneficial owner of shares held in "street name," your shares will be counted towards the quorum if your broker or nominee submits a proxy for your shares at the Annual Meeting, even if such proxy results in a broker non-vote due to the absence of voting instructions from you. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, either the chairperson of the Annual Meeting or a majority in voting power of the stockholders entitled to vote at the Annual Meeting, present online or represented by proxy, may adjourn the Annual Meeting to another time or place.
How can I find out the results of the voting at the Annual Meeting?
Voting results will be announced by the filing of a Current Report on Form 8-K within four business days after the Annual Meeting. If final voting results are unavailable at that time, we will file an amended Current Report on Form 8-K within four business days of the day the final results are available.

5


NOTE ABOUT FORWARD-LOOKING STATEMENTS
This Proxy Statement contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements regarding our business plans, corporate goals, and objectives, the potential of our collaboration with Celgene Corporation ("Celgene"), clinical development and regulatory approval timelines, the potential of acquired technologies, and the design of compensation programs and their intended effect. In some cases, you can identify forward-looking statements by the following words: "may," "will," "could," "would," "should," "expect," "intend," "plan," "anticipate," "believe," "estimate," "predict," "project," "aim," "potential," "continue," "ongoing," "goal," or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. These statements involve risks, uncertainties, and other factors that may cause actual results, levels of activity, performance, achievements, or future compensation policies or programs to be materially different from the information expressed or implied by these forward-looking statements. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under "Risk Factors" in our Annual Report on Form 10-K and subsequently filed Quarterly Reports on Form 10-Q. These forward-looking statements speak only as of the date hereof. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.

6


PROPOSAL NO. 1

ELECTION OF DIRECTORS
Our Board is divided into three classes. Each class consists of one-third of the total number of directors, and each class has a three-year term. Unless the Board determines that vacancies (including vacancies created by increases in the number of directors) shall be filled by the stockholders, and except as otherwise provided by law, vacancies on the Board may be filled only by the affirmative vote of a majority of the remaining directors. A director elected by the Board to fill a vacancy (including a vacancy created by an increase in the number of directors) shall serve for the remainder of the term of the class of directors in which the vacancy occurred and until such director's successor is elected and qualified.
The Board currently consists of nine seated directors, divided into the three following classes: 
Class I directors: Hans E. Bishop, Howard H. Pien, and Anthony B. Evnin, Ph.D., whose current terms will expire at the annual meeting of stockholders to be held in 2018;
Class II directors: Hal V. Barron, M.D., Richard D. Klausner, M.D., and Robert T. Nelsen, whose current terms will expire at the annual meeting of stockholders to be held in 2019; and
Class III directors: Thomas O. Daniel, M.D., Rupert Vessey, BM BCh, DPhil, and Mary Agnes ("Maggie") Wilderotter, whose current terms will expire at the Annual Meeting.
At each annual meeting of stockholders, the successors to directors whose terms will then expire will be elected to serve from the time of election and qualification until the third subsequent annual meeting of stockholders.
Each director to be elected will hold office from the date of their election by the stockholders until the third subsequent annual meeting of stockholders or until his or her successor is elected and has been qualified, or until such director's earlier death, resignation, or removal.
Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the three nominees named below. In the event that any nominee should be unavailable for election as a result of an unexpected occurrence, such shares will be voted for the election of such substitute nominee as the Board may propose. Each person nominated for election has agreed to serve if elected, and management has no reason to believe that any nominee will be unable to serve. Directors are elected by a plurality of the votes cast at the meeting.
Our Board has determined that each of our directors, other than Mr. Bishop, Dr. Klausner, and Dr. Vessey, is independent according to applicable rules of the SEC and The Nasdaq Stock Market, LLC ("NASDAQ").
Celgene Designation Rights
Juno has agreed to give Celgene certain Board designation rights until at least June 29, 2020, and thereafter for as long as Celgene and its affiliates beneficially own at least 7.5% of the voting power of Juno's outstanding shares. In 2015, Juno agreed to initially appoint Dr. Thomas O. Daniel, who was then Celgene's president, research and early development, as a Class III director on the Board as Celgene's initial designee to the Board. Celgene may designate another nominee to replace an existing designee upon the existing designee's departure from the Board or as a replacement nominee for election at a meeting of stockholders at which such position is up for election. Dr. Daniel's position is up for election at the Annual Meeting and Celgene designated Dr. Rupert Vessey, who is Celgene's executive vice president and president, research and early development, as a replacement nominee for election at the Annual Meeting. Any subsequent designee following Dr. Vessey may not be an employee or officer of Celgene, must be independent under NASDAQ rules, and must be reasonably acceptable to the nominating and governance committee of the Board.
Celgene Compensation of Dr. Daniel for Juno Board Service
After Dr. Daniel's retirement from Celgene, Dr. Daniel entered into a consulting agreement with Celgene effective July 1, 2016. Pursuant to this agreement, Dr. Daniel agreed to perform various services to Celgene, including service as Celgene's designee on Juno's Board. The agreement provided for Dr. Daniel to be paid $50,000 per quarter by Celgene for Dr. Daniel's service on Juno's Board. The consulting agreement expired on March 31, 2017.


7


Director Information
The following table sets forth, for the Class III directors who are standing for election and for our other current directors who will continue in office after the Annual Meeting, information with respect to their position/office held with the Company and their ages as of March 31, 2017:
Name
 
Age
 
Position/Office Held With the Company
 
Director
Since
Class III Directors whose terms expire at the Annual Meeting and who are standing for election at the Annual Meeting
 
 
 
 
 
 
Thomas O. Daniel, M.D. (4)
 
63

 
Director
 
2015
Rupert Vessey, BM BCh, DPhil (4)
 
52

 
Director
 
2017
Mary Agnes Wilderotter (1)(3)
 
62

 
Director
 
2014
Class I Directors whose terms expire at the 2018 annual meeting of stockholders
 
 
 
 
 
 
Hans E. Bishop
 
52

 
President, Chief Executive Officer and Director
 
2013
Howard H. Pien (2)
 
59

 
Chairman of the Board
 
2014
Anthony B. Evnin, Ph.D. (1)(3)
 
76

 
Director
 
2014
Class II Directors whose terms expire at the 2019 annual meeting of stockholders
 
 
 
 
 
 
Hal V. Barron, M.D. (3)(4)
 
54

 
Director
 
2014
Richard D. Klausner, M.D. (4)
 
65

 
Director
 
2013
Robert T. Nelsen (1)(2)
 
53

 
Director
 
2013
 ____________________
(1)
Member of the audit committee.
(2)
Member of the compensation committee.
(3)
Member of the nominating and governance committee.
(4)
Member of the scientific committee.
Set forth below is biographical information for the nominees and each person whose term of office as a director will continue after the Annual Meeting.
Nominees for Election to a Three-Year Term Expiring at the 2020 Annual Meeting of Stockholders
Thomas O. Daniel, M.D. has served as a member of our Board since August 2015. Dr. Daniel has been the executive chairman of Vividion Therapeutics, a privately held biotechnology company, since February 2017 and executive director of Catalysis Advisors, a biotechnology consulting firm, since August 2016. He served as Celgene's chairman of Celgene research from January 2016 until June 2016, and was previously Celgene's president, research and early development from December 2006 to January 2016 and executive vice president and president, research and early development from February 2012 until July 2014. He served as the chief scientific officer and a member of the board of directors at Ambrx Inc., a biotechnology company focused on discovering and developing protein-based therapeutics, from 2003 to 2006. Dr. Daniel previously served as vice president, research at Amgen Inc., where he was research site head of Amgen Washington and therapeutic area head of inflammation. Prior to Amgen's acquisition of Immunex, Dr. Daniel served as senior vice president of discovery research at Immunex. Dr. Daniel has been a member of the therapeutic advisory board of aTyr Pharma, Inc., was previously a director for Epizyme Corporation, and is currently a director of Zafgen, Inc., Magenta Therapeutics, and VIR Therapeutics. Dr. Daniel serves as a member of the biomedical science advisory board of Vanderbilt University Medical Center and advises BlackThorn Therapeutics. He is a venture partner at ARCH Venture Partners. A nephrologist and former academic investigator, Dr. Daniel was previously the K.M. Hakim Professor of Medicine and Cell Biology at Vanderbilt University, and Director of the Vanderbilt Center for Vascular Biology. Dr. Daniel received a B.A. from the Southern Methodist University in Texas in 1974 and an M.D. from the University of Texas, Southwestern, in 1978, and completed medical residency at Massachusetts General Hospital. The Board believes that Dr. Daniel's extensive experience in biotechnology research and development, including time as an executive officer of Celgene during which he supervised and managed internal research and pipeline advancement, development of corporate strategy, external collaborations, and overall governance, makes him an appropriate member of our Board.

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Rupert Vessey, BM BCh, DPhil has served as Celgene’s executive vice president and president, research and early development since January 2016. Dr. Vessey joined Celgene as its senior vice president, translational development in January 2015. Prior to Celgene, Dr. Vessey served in various positions at Merck over a period of ten years, most recently as its senior vice president of early development and discovery sciences. He is an elected Fellow of the Royal College of Physicians. Dr. Vessey graduated from Oxford University with a M.A. in Physiological Sciences, a BM BCh in Clinical Medicine, and a DPhil in Molecular Immunology. The Board believes that Dr. Vessey's extensive research and development experience, as well as his position at an important corporate partner and stockholder, makes him an appropriate member of our Board.
Mary Agnes "Maggie" Wilderotter has served as a member of our Board since November 2014. From April 2015 to April 2016, Mrs. Wilderotter was executive chairman of the board of directors of Frontier Communications Corporation, a public telecommunications company formerly known as Citizens Communications Company. From November 2004 until April 2015, Mrs. Wilderotter was chief executive officer of Frontier and served as chairman of its board of directors since December 2005. Prior to joining Frontier, Mrs. Wilderotter was the senior vice president of the world wide public sector of Microsoft Corp. from November 2003 to November 2004 and the senior vice president of global business strategy of Microsoft from November 2002 to November 2003. From 1997 to 2002, Mrs. Wilderotter served as the president and chief executive officer of Wink Communications, an interactive telecommunications and media company. Mrs. Wilderotter is a member of the board of directors of two other public companies, Costco Wholesale Corporation and Hewlett Packard Enterprise Co. Mrs. Wilderotter previously served as a member of the board of directors of Dreamworks Animation SKG, Procter & Gamble, Xerox Corporation, and Yahoo! Inc. Mrs. Wilderotter received a B.A. in Economics from the College of the Holy Cross in 1977, an Honorary Doctor of Engineering from the Stevens Institute of Technology in 2014, and an Honorary Doctor of Laws from the University of Rochester in 2016. The Board believes that Mrs. Wilderotter's significant public company leadership experience as both a board member and an officer, her extensive business and financial acumen, and her deep expertise in marketing and technology make her an appropriate member of our Board.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
THE ELECTION OF EACH CLASS III NOMINEE NAMED ABOVE

Directors Continuing in Office Until the 2018 Annual Meeting of Stockholders
Hans E. Bishop is one of our co-founders and has served as our president and chief executive officer and a member of our Board since September 2013. Bishop previously served as chairman of the board of Genesis Biopharma, Inc., a biotechnology company, from January 2012 until November 2012, and as a member of the board of directors of Avanir Pharmaceutics, Inc., a publicly-traded biopharmaceutical company, from May 2012 to January 2015, when Avanir was sold to Otsuka Pharmaceuticals Co., Ltd. From February 2012 until October 2012, Mr. Bishop was the chief operating officer of Photothera Inc., a late-stage medical device company owned by Warburg Pincus, and he continued working with Warburg Pincus as an Executive in Residence until October 2013. Prior to joining Photothera Inc., Mr. Bishop served as executive vice president and chief operating officer at Dendreon Corporation, a publicly-traded biopharmaceutical company, from January 2010 to September 2011. Mr. Bishop has also served as the president of the specialty medicine business at Bayer Healthcare Pharmaceuticals Inc. from December 2006 to January 2010, where he was responsible for a diverse portfolio of neurology, oncology and hematology products. Mr. Bishop was employed by Chiron Corporation, a global biotechnology company, from January 2004 to August 2006, with commercial responsibilities that included service as its senior vice president of global commercial operations until its sale to Novartis Corporation. Mr. Bishop received a B.Sc. in Chemistry from Brunel University in London in 1987. Based on Mr. Bishop's broad experience as an operating officer within the pharmaceutical industry and his executive experience in the biotechnology industry, our Board believes Mr. Bishop has the appropriate set of skills to serve as our chief executive officer and a member of our Board.
Howard H. Pien has served as a member of our Board since January 2014 and as its chairman since September 2014. Mr. Pien is also the chairman of Indivior PLC, which was a division of the United Kingdom-based consumer goods conglomerate Reckitt Benckiser Group plc that was spun off as a public company in December 2014. He also currently serves as a member of the boards of directors of Immunogen, Inc. and Sage Therapeutics, Inc. Mr. Pien previously served as president and chief executive officer and chairman of the board of directors of Medarex, Inc., a biopharmaceutical company, from June 2007 until its acquisition by Bristol-Myers Squibb in September 2009. Mr. Pien served as chief executive officer and chairman of the board of Chiron Corporation, a biotechnology company, from April 2004 until its acquisition by Novartis Corporation in 2006. Mr. Pien has been a director of several other boards, including at ViroPharma, Inc., where he served as its lead independent director from December 2008 to January 2014, Vanda Pharmaceuticals, Inc., and Ikaria, Inc. Mr. Pien also previously served as a director of the Biotechnology Industry Association and the Pharmaceutical Research and Manufacturers of America. Mr. Pien received a B.S. from the Massachusetts Institute of Technology in 1979 and an M.B.A. from Carnegie-Mellon University in 1981. The Board believes that Mr. Pien's extensive experience as a chief executive officer in the

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pharmaceutical industry, including an immuno-oncology company, and his expertise in corporate governance matters makes him an appropriate member of our Board.
Anthony B. Evnin, Ph.D. has served as a member of our Board since January 2014. Dr. Evnin is currently a member of the board of directors of AVEO Pharmaceuticals, Inc., Cantel Medical Corp., and Infinity Pharmaceuticals, Inc. as well as Bridge Medicines LLC and Constellation Pharmaceuticals, Inc., both private companies. Since 1975, Dr. Evnin has served as partner of Venrock, a venture capital firm, and has been employed by Venrock since 1974. Dr. Evnin was formerly a director of many other biotechnology companies, including Acceleron Pharma Inc., Celladon Corporation, Coley Pharmaceutical Group, Inc., Icagen, Inc., Pharmos Corp., and Sunesis Pharmaceuticals Incorporated. He serves as a trustee of The Jackson Laboratory, as a member of the boards of overseers and managers of Memorial Sloan Kettering Cancer Center, as a member of the board of directors of the New York Genome Center, as a member of the board of directors of the Albert and Mary Lasker Foundation, as a trustee emeritus of The Rockefeller University, and as a trustee emeritus of Princeton University. Dr. Evnin received an A.B. from Princeton University in 1962 and a Ph.D. in Chemistry from the Massachusetts Institute of Technology in 1966. The Board believes that Dr. Evnin's financial and investment expertise, scientific knowledge, and extensive service on public and private company boards, especially in life sciences, biotechnology and pharmaceutical industries, makes him an appropriate member of our Board.
Directors Continuing in Office Until the 2019 Annual Meeting of Stockholders
Hal V. Barron, M.D. has served as a member of our Board since September 2014. Dr. Barron is currently the president of research and development at Calico Life Sciences LLC, a private biotechnology company, where he has been employed since November 2013. Previously, he served as executive vice president, head of global product development, and chief medical officer at Hoffmann-La Roche, or Roche, a global health care company, from January 2010 to November 2013. Dr. Barron was executive vice president at Genentech, which became a subsidiary of Roche in March 2009, from June 2009 to November 2013. While at Genentech, Dr. Barron also served as chief medical officer from June 2004 to November 2013, as senior vice president of development from June 2004 to June 2010, and as vice president of medical affairs from June 2002 to June 2004. Dr. Barron previously served as a member of the board of directors of Alexza Pharmaceuticals Inc., a public pharmaceutical company, from December 2007 to May 2013. He received a B.S. in engineering physics from Washington University in 1985 and an M.D. from Yale University in 1989. The Board believes that Dr. Barron's scientific and medical expertise, particularly in drug research and drug development, as well as his leadership in the biotechnology industry, make him an appropriate member of our Board.
Richard D. Klausner, M.D. has served as a member of our Board since inception in August 2013. From September 2013 to February 2016, Dr. Klausner served first as senior vice president and chief medical officer and later as chief opportunity officer at Illumina Corporation, a publicly-traded biotechnology company. He served as the chairman of the board of directors of Audax Health until February 2014. Previously, he has served as managing partner of the venture capital firm, The Column Group from May 2005 to February 2011. Dr. Klausner was the executive director for global health of the Bill and Melinda Gates Foundation from 2002 to 2005 and was the eleventh director of the National Cancer Institute between 1995 and 2001. Dr. Klausner also served as chief of the cell biology and metabolism branch of the National Institute of Child Health and Human Development as well as a past president of the American Society of Clinical Investigation. Dr. Klausner is the chief strategy advisor for USAID and has served in senior advisory roles to the U.S., Norwegian, Qatari, and Indian governments. He previously chaired the International Advisory Board for Samsung and previously chaired the Strategic Oversight Council of Sanofi. Dr. Klausner received a B.S. in Molecular Biophysics and Biochemistry from Yale University in 1973 and an M.D. from Duke Medical School in 1976. The Board believes that Dr. Klausner's scientific and medical expertise, particularly in cell biology, molecular biology, and cancer, as well as his industry, academic, and public service leadership roles, make him an appropriate member of our Board.
Robert T. Nelsen is one of our co-founders and has served as a member of our Board since inception in August 2013. Since 1994, Mr. Nelsen has served as a co-founder and managing director of ARCH Venture Partners, a venture capital firm focused on early-stage technology companies. Mr. Nelsen has played a significant role in the early sourcing, financing and development of more than 30 companies. Mr. Nelsen is a director of Sapphire Energy, Inc., Agios Pharmaceuticals Inc., Arivale, Inc., Denali Therapeutics, Inc., Ensemble Therapeutics Corporation, and Syros Pharmaceuticals, among other companies, and previously served as a director of Illumina, Inc., Fate Therapeutics, Inc., deCODE Genetics, Ltd., NeurogesX, Inc., KYTHERA Biopharmaceuticals, Inc., Bellerophon Therapeutics, Inc., Sage Therapeutics, Inc., and Caliper Life Sciences, Inc. Mr. Nelsen also previously served as a trustee of Fred Hutchinson Cancer Research Center. Mr. Nelsen received a B.S. in Economics and Biology from the University of Puget Sound in 1985 and an M.B.A. from the University of Chicago in 1987. The Board believes that Mr. Nelsen's experience as a venture capitalist building and serving on the boards of many public and private emerging companies, including multiple life sciences, biotechnology, and pharmaceutical companies, makes him an appropriate member of our Board.

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PROPOSAL NO. 2

ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

The Dodd-Frank Act and Section 14A of the Exchange Act enable our stockholders to approve, on an advisory, non-binding basis, the compensation of our named executive officers as disclosed in "Compensation Discussion & Analysis," the 2016 Summary Compensation Table and the related compensation tables, notes, and narrative in this Proxy Statement. This proposal, commonly known as a "Say-on-Pay" proposal, gives our stockholders the opportunity to express their views on our named executive officers' compensation as a whole. This vote is not intended to address any specific item of compensation or any specific named executive officer, but rather the overall compensation of all of our named executive officers and the philosophy, policies and practices described in this Proxy Statement. We will hold our Say-on-Pay vote every year.
The Say-on-Pay vote is advisory, and therefore is not binding on us, our Board or our compensation committee. The Say-on-Pay vote will, however, provide information to us regarding investor sentiment about our executive compensation philosophy, policies and practices, which the compensation committee and the Board will consider when determining executive compensation following the annual meeting.
Our compensation programs are designed to support our business goals and promote our long-term profitable growth. Our equity plans are intended to align compensation with the long-term interests of our stockholders. We urge stockholders to read the "Compensation Discussion & Analysis" section of this Proxy Statement, which describes in more detail how our executive compensation policies and procedures operate and are designed to achieve our compensation objectives. We also encourage you to review the 2016 Summary Compensation Table and other related compensation tables and narratives, which provide detailed information on the compensation of our named executive officers. The Board and the compensation committee believe that the policies and procedures described and explained in the "Compensation Discussion & Analysis" are effective in achieving our goals, and that the compensation of our named executive officers reported in this Proxy Statement has supported and contributed to the company's recent and long-term success. Accordingly, we ask our stockholders to vote "FOR" approval of our executive compensation on an advisory basis.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL, ON AN ADVISORY BASIS,
OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.




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PROPOSAL NO. 3

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The audit committee of our Board has engaged Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2017, and is seeking ratification of such appointment by our stockholders at the Annual Meeting. Ernst & Young LLP has audited our financial statements since our inception. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.
Neither our bylaws nor other governing documents or law require stockholder ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm. However, the audit committee is submitting the appointment of Ernst & Young LLP to our stockholders for ratification as a matter of good corporate practice. If our stockholders fail to ratify the selection, the audit committee will reconsider whether or not to retain Ernst & Young LLP. Even if the selection is ratified, the audit committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if they determine that such a change would be in the best interests of the Company and our stockholders.
Principal Accountant Fees and Services
The following table provides information regarding the fees incurred by Juno for Ernst & Young LLP services during the years ended December 31, 2016 and 2015. All fees described below were approved by the audit committee.
 
 
Year Ended December 31,
Type of Fees
 
2016
 
2015
Audit Fees (1)
 
$
1,013,671

 
$
1,126,228

Audit-Related Fees (2)
 

 
495,000

Tax Fees (3)
 
202,165

 
286,513

All Other Fees (4)
 

 

Total
 
$
1,215,836

 
$
1,907,741

____________________
(1)
Audit Fees consist of fees billed for professional services performed by Ernst & Young LLP for the audit of our annual financial statements, the review of interim financial statements, and related services that are normally provided in connection with registration statements.
(2)
Audit-Related Fees include fees billed by Ernst & Young LLP for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements.
(3)
Tax Fees consist of fees for professional services, including tax consulting and compliance performed by Ernst & Young LLP.
(4)
There were no Other Fees incurred in 2016 or 2015.
Pre-Approval Policies and Procedures
Before an independent registered public accounting firm is engaged by the Company to render audit or non-audit services, our audit committee must review the terms of the proposed engagement and pre-approve the engagement. The audit committee may delegate authority to one or more of the members of the audit committee to provide such pre-approvals for audit or non-audit services, provided that (1) such person or persons report such pre-approvals to the full audit committee at its next scheduled meeting and (2) the fees for any individual services or set of related services approved pursuant to such delegation do not exceed $100,000.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL NO. 3.

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REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The material in this report is not "soliciting material," is not deemed "filed" with the SEC, and is not to be incorporated by reference into any filing of Juno under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
The primary purpose of the audit committee is to oversee our financial reporting processes on behalf of our Board and stockholders. The audit committee's functions are more fully described in its charter, which is available at Juno's investor relations website at http://ir.junotherapeutics.com. Management has the primary responsibility for our financial statements and reporting processes, including our systems of internal controls. Juno's independent registered public accounting firm is responsible for performing an independent audit of our financial statements in accordance with generally accepted auditing standards and the effectiveness of Juno's internal control over financial reporting and issuing a report thereon. In fulfilling its oversight responsibilities, the audit committee reviewed and discussed with management and with Juno's independent registered public accounting firm, Ernst & Young LLP, Juno's audited consolidated financial statements as of and for the year ended December 31, 2016 which included their assessment of the effectiveness of Juno's internal control over financial reporting. Management also represented to the audit committee that our consolidated financial statements were prepared in accordance with generally accepted accounting principles.
The audit committee has discussed with Ernst & Young LLP the matters required to be discussed by Public Company Accounting Oversight Board ("PCAOB") Accounting Standards No. 1301, Communications with Audit Committees. In addition, the audit committee has received the written disclosures and the letter from Ernst & Young LLP required by applicable requirements of the PCAOB regarding the independent auditors' communications with the Audit Committee concerning independence, and has discussed with Ernst & Young LLP their independence. Finally, the audit committee discussed with Ernst & Young LLP, with and without management present, the scope and results of Ernst & Young LLP's audit of the 2016 financial statements.
Based on these reviews and discussions, the audit committee recommended to our Board that such audited consolidated financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2016 for filing with the SEC. The audit committee also has engaged Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017 and is seeking ratification of such selection by the stockholders.
 
Audit Committee
 
Mary Agnes Wilderotter, Chairman
Anthony Evnin, Ph.D.
Robert T. Nelsen

 
 
 
February 23, 2017

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CORPORATE GOVERNANCE
Independence of the Board of Directors
Under the rules of NASDAQ, independent directors must comprise a majority of a listed company's board of directors within a specified period of the completion of this offering. In addition, the rules of NASDAQ require that, subject to specified exceptions, each member of a listed company's audit, compensation, and nominating committees be independent. Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act.
Under the rules of NASDAQ, a director will only qualify as an "independent director" if, in the opinion of that company's board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
To be considered to be independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee: (1) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or (2) be an affiliated person of the listed company or any of its subsidiaries.
In February and April 2017, the Board undertook a review of its composition, the composition of its committees and the independence of directors and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities as a director. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, the Board has determined that none of Drs. Barron, Daniel, and Evnin, Messrs. Nelsen and Pien, and Mrs. Wilderotter, representing six of our nine directors, has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is "independent" as that term is defined under the rules of NASDAQ. Mr. Bishop is not considered independent because he is an employee of our company, Dr. Klausner is not considered independent because of the amount of compensation he received in 2014 and 2016 as a consultant to Juno and the amount of consulting compensation he is anticipated to receive from Juno in 2017, and Dr. Vessey is not considered independent because of his relationship with Celgene. Although Dr. Daniel was previously not considered independent due to his relationship with Celgene, he ceased being an executive officer of Celgene on June 30, 2016 and ceased being a consultant to Celgene on March 31, 2017, and our Board has determined that he is now independent. The Board also determined that Dr. Evnin, Mr. Nelsen, and Mrs. Wilderotter, who comprise our audit committee, Messrs. Nelsen and Pien, who comprise our compensation committee, and Drs. Barron and Evnin, and Mrs. Wilderotter, who comprise our nominating and governance committee, satisfy the independence standards for the committees to which they have been appointed, as established by applicable SEC rules and the rules of NASDAQ.
In making this determination, the Board considered the relationships that each non-employee director has with us and all other facts and circumstances the Board deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director. In the case of Dr. Barron, the Board considered a proposed consulting arrangement with Dr. Barron in which he may receive up to $100,000 in annual consulting compensation from Juno and determined that the consulting compensation would not compromise his ability to exercise independent judgment in carrying out his responsibilities as a director.
Board Leadership Structure
The role of chairman of our Board is separate from the chief executive officer position in order to ensure independent leadership of the Board. Our Board has determined that its structure is appropriate to fulfill its duties effectively and efficiently, so that our chief executive officer can focus on leading our company, while the chairman can focus on leading the Board in overseeing management.
Role of Board in Risk Oversight Process
The Board has an active role, as a whole and also at the committee level, in overseeing the management of our risks. The Board is responsible for general oversight of risks and regular review of information regarding our risks, including credit risks, liquidity risks, and operational risks. The audit committee is responsible for discussing with management our policies with respect to overall risk assessment and risk management, and is also responsible for overseeing the management of risks relating to accounting matters and financial reporting and significant financial risk exposures. The compensation committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements. The nominating and governance committee is responsible for overseeing the management of risks associated with the independence of the Board and potential conflicts of interest. Although each committee is responsible for evaluating certain risks and

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overseeing the management of such risks, the entire Board is regularly informed through discussions from committee members about such risks. The Board believes its administration of its risk oversight function has not negatively affected the Board's leadership structure.
Board Committees
Audit Committee
The members of our audit committee are Dr. Evnin, Mr. Nelsen, and Mrs. Wilderotter. Dr. Barron served on our audit committee through February 1, 2016, when Mr. Nelsen joined the committee. Our audit committee chairman, Mrs. Wilderotter, is our audit committee financial expert, as that term is defined under the SEC rules implementing Section 407 of the Sarbanes-Oxley Act of 2002, and possesses financial sophistication, as defined under the rules of NASDAQ. Our audit committee oversees our corporate accounting and financial reporting process and assists the Board in monitoring our financial systems. Our audit committee will also: 
approve the hiring, discharging and compensation of our independent auditors;
oversee the work of our independent auditors;
oversee the implementation and performance of any internal audit function;
approve engagements of the independent auditors to render any audit or permissible non-audit services;
review the qualifications, independence, and performance of the independent auditors;
review financial statements, critical accounting policies and estimates;
review the adequacy and effectiveness of our internal controls; and
review and discuss with management and the independent auditors the results of our annual audit, our quarterly financial statements, and our publicly filed reports.
The audit committee has been established in accordance with section 3(a)(58)(A) of the Exchange Act and operates under a written charter that satisfies the applicable standards of the SEC and NASDAQ. A copy of the audit committee charter is available to security holders in the "Corporate Governance" section of our investor relations website at http://ir.junotherapeutics.com/.
Compensation Committee
The members of our compensation committee are Messrs. Nelsen and Pien. Dr. Tessier-Lavigne served on our compensation committee until his resignation from the Board in August 2016 due to his new obligations as the President of Stanford University. Mr. Pien is the chairman of our compensation committee. Our compensation committee oversees our compensation policies, plans and benefits programs. The compensation committee will also: 
review and recommend policies relating to compensation and benefits of our officers and employees;
review and recommend to the Board for approval corporate goals and objectives relevant to compensation of our chief executive officer and other executive officers;
evaluate the performance of our officers in light of established goals and objectives;
recommend compensation of our executive officers based on its evaluations; and
administer the issuance of stock options and other awards under our stock plans.
The compensation committee operates under a written charter that satisfied the applicable standards of the SEC and NASDAQ. A copy of the compensation committee charter is available to security holders in the "Corporate Governance" section of our investor relations website at http://ir.junotherapeutics.com/.
In 2016, the compensation committee retained Willis Towers Watson, a national executive compensation consulting firm, to assist the compensation committee with: reviewing the compensation discussion and analysis in our proxy statement for 2016; board compensation review; compensation peer group review; governance and proxy advisor updates; equity plan usage analysis; conducting market research and analysis on annual and long-term incentive programs, salaries, and equity plans, and assisting the committee in developing target grant levels and annual salaries for executives and other employees; compensation

15


philosophy review; compensation risk assessment; advice and ongoing recommendations regarding material executive compensation decisions; and reviewing compensation proposals of management. In compliance with the disclosure requirements of the SEC regarding the independence of compensation consultants, Willis Towers Watson addressed each of the six independence factors established by the SEC with the compensation committee. Its responses affirmed the independence of Willis Towers Watson on executive compensation matters. Based on this assessment, the compensation committee determined that the engagement of Willis Towers Watson did not raise any conflicts of interest or similar concerns.
Nominating and Governance Committee
The members of our nominating and governance committee are Drs. Barron and Evnin, and Mrs. Wilderotter. Mr. Nelsen was a member of our nominating and governance committee through February 1, 2016, when Dr. Barron joined the committee. Dr. Evnin is the chairman of our nominating and governance committee. Our nominating and governance committee oversees and assists the Board in reviewing and recommending nominees for election as directors. The nominating and governance committee will also: 
evaluate and make recommendations regarding the organization and governance of the Board and its committees;
assess the performance of the Board and make recommendations regarding committee and chair assignments;
recommend desired qualifications for Board membership and conduct searches for potential members of the Board;
assist the Board in the assessment of independence of directors under the applicable rules and regulations of NASDAQ and the SEC; and
review and make recommendations with regard to our corporate governance guidelines.
The nominating and governance committee operates under a written charter. A copy of the nominating and governance committee charter is available to security holders in the "Corporate Governance" section of our investor relations website at http://ir.junotherapeutics.com/.
In recommending candidates for election to the Board, the independent members of the nominating and governance committee may consider the following criteria, among others: character, integrity, judgment, diversity, age, independence, skills, education, expertise, business acumen, business experience, length of service, understanding of the Company's business, and other commitments. The Board evaluates each individual in the context of the Board as a whole, with the objective of assembling a group that can best maximize the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience in these various areas.
The nominating and governance committee will consider director candidates recommended by stockholders. For a stockholder to make any recommendation or nomination for election to the Board at an annual meeting, the stockholder must provide notice to the Company, which notice must be received by the Company's corporate secretary at the Company's principal executive offices not later than the 45th day nor earlier than the 75th day before the one-year anniversary of the date on which we first mailed our proxy materials or a Notice of Internet Availability (whichever is earlier) for the preceding year's annual meeting; provided, however, that in the event no annual meeting was held in the previous year or if that the date of the annual meeting is advanced by more than 30 days prior to or delayed by more than 60 days after the one-year anniversary of the date of the previous year's annual meeting, then, it must be so received by the corporate secretary not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of (i) the 90th day prior to such annual meeting, or (ii) the tenth day following the day on which a public announcement of the date of such annual meeting is first made. As set forth in our bylaws, submissions must include the name and address of the proposed nominee, information regarding the proposed nominee that is required to be disclosed in a proxy statement or other filings in a contested election pursuant to Section 14(a) under the Exchange Act, information regarding the proposed nominee's indirect and direct interests in shares of the Company's common stock, and a completed and signed questionnaire, representation and agreement of the proposed nominee. Our bylaws also specify further requirements as to the form and content of a stockholder's notice. We recommend that any stockholder wishing to make a nomination for director review a copy of our bylaws, as amended and restated to date, which is available, without charge, from our Corporate Secretary, at 307 Westlake Avenue North, Suite 300, Seattle, Washington 98109.
Mrs. Wilderotter was originally appointed to the Board to fill a vacancy created on the Board in 2014, and was recommended to the Board by a non-management director. Dr. Daniel was originally appointed to the Board to fill a vacancy created on the Board in 2015, and was originally designated to the position by Celgene to be Celgene's initial representative on the Board pursuant to its rights described in the "PROPOSAL NO. 1—Election of Directors—Celgene Designation Rights"

16


section of this Proxy Statement. Dr. Vessey was originally appointed to the Board in April 2017 to fill an existing vacancy on the Board, and was recommended to the Board by Celgene, which has designated him as Celgene's new representative on the Board pursuant to its rights described in the "PROPOSAL NO. 1—Election of Directors—Celgene Designation Rights" section of this Proxy Statement.
Scientific Committee
The members of our scientific committee are Drs. Barron, Daniel, Klausner, and Vessey. Dr. Tessier-Lavigne served as chairman of our scientific committee until his resignation from the Board in August 2016 due to his new obligations as the President of Stanford University. Dr. Barron is the current chairman of our scientific committee. The purpose of the scientific committee is to assist the Board in fulfilling its responsibilities by reviewing and evaluating Juno's research strategy and research, development and clinical programs. To accomplish this purpose, the scientific committee reviews and monitors the science, processes and procedures, and infrastructure underlying Juno's major discovery and clinical development programs, and makes recommendations to the Board and/or management regarding the same.
Meetings of the Board of Directors, Board and Committee Member Attendance, and Annual Meeting Attendance
Our Board met seven times during 2016. The audit committee met five times, the compensation committee met five times, the nominating and governance committee met two times, and the scientific committee met four times during 2016. During 2016, each Board member attended 75% or more of the aggregate of the meetings of the Board and of the committees on which he or she served, which occurred while such director was a member of the Board and such committees, except for Dr. Tessier-Lavigne, who attended 54% of the aggregate of the meetings of the Board, compensation committee, and scientific committee until his resignation in August 2016 due to his new obligations as the President of Stanford University.
We encourage all of our directors and nominees for director to attend our annual meetings of stockholders; however, attendance is not mandatory. Mr. Bishop attended our 2016 annual meeting of stockholders.
Stockholder Communications with the Board of Directors
Should stockholders wish to communicate with the Board or any specified individual directors, such correspondence should be sent to the attention of our Corporate Secretary, at 307 Westlake Avenue North, Suite 300, Seattle, Washington 98109. The Corporate Secretary will forward the communication to the appropriate Board members.
Compensation Committee Interlocks and Insider Participation
During 2016, our compensation committee consisted of Messrs. Nelsen and Pien. Dr. Tessier-Lavigne served on the compensation committee until his resignation from the Board in August 2016 due to his new obligations as the President of Stanford University. Mr. Bishop participated in the deliberations of the compensation committee concerning executive officer compensation, other than with respect to his own compensation.
None of the members of our compensation committee is an officer or one of our employees. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of any entity that has one or more executive officers serving on the Board or our compensation committee.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
The following is a summary of transactions since January 1, 2016, to which we have been a party in which the amount involved exceeded $120,000 and in which any of our executive officers, directors, promoters or beneficial holders of more than 5% of our capital stock had or will have a direct or indirect material interest, other than compensation arrangements which are described under the sections of this Proxy Statement captioned "Director Compensation" and "Compensation Discussion & Analysis."
Related Party Transaction Policy
We have adopted a formal, written policy that our executive officers, directors (including director nominees), holders of more than 5% of any class of our voting securities, and any member of the immediate family of or any entities affiliated with any of the foregoing persons, are not permitted to enter into a related party transaction with us without the prior approval or, in the case of pending or ongoing related party transactions, ratification of our audit committee. For purposes of our policy, a related party transaction is a transaction, arrangement or relationship when we were, are or will be involved and in which a related party had, has or will have a direct or indirect material interest, other than transactions available to all of our U.S. employees.
Certain transactions with related parties, however, are excluded from the definition of a related party transaction, including, but not limited to: (1) transactions in which a related party's interest arises only from the related party's position as a director of another corporation or organization that is a party to the transaction and/or from the indirect or direct ownership by such related party and all other related parties of a less than 10% equity interest in another person (other than a partnership) which is a party to the transaction; (2) transactions in which a related party's interest arises only from the related party's position as a limited partner in a partnership in which the related party and all other related parties have an interest of less than 10%, and the related party is not a general partner of and does not hold another position in the partnership; (3) transactions where the related party's interest arises solely from the ownership of our equity securities and all holders of our common stock received the same benefit on a pro rata basis (e.g., dividends); and (4) compensation, benefits, and other transactions available to all employees generally.
No member of the audit committee may participate in any review, consideration or approval of any related party transaction whereby such member or any of his or her immediate family members is the related party. In approving or rejecting the proposed agreement, our audit committee shall consider the relevant facts and circumstances available and deemed relevant to the audit committee, including, but not limited to: (1) the benefits and perceived benefits, or lack thereof, to our company; (2) the impact on a director's independence in the event the related party is a director, an immediate family member of a director or an entity in which a director is a partner, stockholder or executive officer; (3) the materiality and character of the related party's direct and indirect interest; (4) the actual or apparent conflict of interest of the related party; (5) the availability of other sources for comparable products or services; (6) the opportunity costs of alternative transactions; (7) the terms of the transaction; (8) the commercial reasonableness of the terms of the proposed transaction; and (9) terms available to unrelated third parties or to employees under the same or similar circumstances. In reviewing proposed related party transactions, the audit committee will only approve or ratify related party transactions that are in, or not inconsistent with, the best interests of our company and stockholders, as the audit committee determines in good faith.
The transactions described below were consummated prior to our adoption of the formal, written policy described above and therefore the foregoing policies and procedures were not followed with respect to the transactions. However, we believe that the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described were comparable to terms available or the amounts that would be paid or received, as applicable, in arm's-length transactions.
Investors' Rights Agreement
We have entered into a fourth amended and restated investors' rights agreement with certain holders of our common stock and convertible preferred stock, including ARCH Venture Fund VII, L.P., CL Alaska, L.P., Mr. Pien, and Mr. Cassidy. These holders, and other holders party thereto, are entitled to certain rights with respect to the registration of their shares under the Securities Act.
Celgene Collaboration
We are party to a collaboration agreement, share purchase agreement, CD19 license agreement, voting and standstill agreement, and registration rights agreement with Celgene. These agreements are described under the caption "Licenses and Third-Party Research Collaborations" in Part I—Item 1—"Business" of our Annual Report on Form 10-K for the year ended December 31, 2016.

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Other Transactions
We intend to enter into a consulting agreement with Dr. Barron in 2017 pursuant to which Dr. Barron would provide general advisory services to us pertaining to our research and development activities. He would receive $100,000 in cash fees per year from us under the proposed consulting arrangement, which would last until at least the end of 2018.
We have entered into separate indemnification agreements with each of our directors and certain of our officers.
We have entered into employment agreements with our executive officers that, among other things, provide for certain severance and change of control benefits. For a description of these agreements, see the section of this Proxy Statement captioned "Executive Compensation."
We have granted restricted stock, restricted stock units ("RSUs"), and stock options to our executive officers and certain of our directors. See the sections of this Proxy Statement captioned "Executive Compensation" and "Director Compensation."

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DIRECTOR COMPENSATION
Pre-IPO Director Compensation
In October 2013, Dr. Klausner received 982,499 restricted shares of our common stock. 122,812 vested in October 2014 and 368,437 of Dr. Klausner's restricted shares will vest monthly in 36 equal monthly increments beginning in November 2014 and ending in October 2017, subject to Dr. Klausner remaining a service provider of our company through the applicable vesting dates. 163,750 of the shares began to vest in 24 substantially equal monthly increments in December 2013, one month following our entry into the license and third-party research collaboration agreement with MSK, until all such shares were fully vested in November 2015. 327,500 of the shares vest in 24 substantially equal monthly increments following August 2015, which was the date of the initial closing of the purchase by Celgene of Juno common stock under our stock purchase agreement with Celgene, subject to Dr. Klausner remaining a service provider of our company through the applicable vesting dates. If a "change in control," as defined in our 2013 Equity Incentive Plan, occurs prior to the third anniversary of the vesting commencement date, all of the then unvested shares held by Dr. Klausner will accelerate and become vested over the 12 month period following the change of control provided that Dr. Klausner remains a service provider of our company through the date of the change in control, and if Dr. Klausner's directorship is terminated other than for "cause," as defined in his director offer letter, death or disability, following a change in control, then 100% of the restricted shares will vest as of the termination of Dr. Klausner's directorship. Furthermore, if Dr. Klausner is unable to continue, or is terminated, as a service provider for our company due to his death or disability, the number of unvested shares subject that would have vested in the 12 month period beginning immediately prior to the termination of such status will vest immediately upon such termination, as if a strategic partner transaction as described above was consummated on the date of such termination.
In March 2014, Dr. Evnin, Mr. Pien, and Dr. Tessier-Lavigne each received 75,000 restricted shares of our common stock, with a vesting commencement date of December 10, 2013 for Dr. Evnin and Mr. Pien and January 6, 2014 for Dr. Tessier-Lavigne, with 25% of the restricted shares vesting on the one year anniversary of the vesting commencement date, and 1/36th of the total remaining number of shares vesting each month thereafter, subject to the director remaining a service provider of our company through the applicable vesting dates. If a "change in control," as defined in our 2013 Equity Incentive Plan, occurs prior to the third anniversary of the vesting commencement date, all of the then unvested shares held by such director will fully accelerate and become vested provided that the director remains a service provider of our company through the date of the change in control.
In September 2014, Dr. Barron received a stock option to purchase 75,000 shares of our common stock at an exercise price of $6.36 per share upon his appointment to our Board. In November 2014, Mrs. Wilderotter received a stock option to purchase 75,000 shares of our common stock at an exercise price of $8.72 per share upon her appointment to our Board. These options will vest and become exercisable as to 25% of the shares subject thereto upon the one year anniversary of their respective appointments to the Board, and 1/36th of the total remaining number of shares will vest and become exercisable monthly thereafter, subject to Dr. Barron and Mrs. Wilderotter remaining service providers of our company through the applicable vesting dates.
2015 Non-Employee Director Compensation Program
In April 2015, the compensation committee recommended, and the Board approved, a director compensation program (the "2015 Non-Employee Director Compensation Program") for directors who are not employed by us ("non-employee directors"), effective as of January 1, 2015. In 2015, non-employee directors received compensation in the form of equity and cash under the 2015 Non-Employee Director Compensation Program, as described below. The program was effective until December 31, 2015, when it was superseded by the Non-Employee Director Compensation Policy described below. Compensation consultant Willis Towers Watson assisted the compensation committee in the formulation of the 2015 Non-Employee Director Compensation Program.
Equity Compensation
Each non-employee director was automatically granted an option to purchase 12,000 shares of our common stock on the day after the 2015 annual meeting of stockholders. The exercise price of the grant is the fair market value as determined on the date of the grant in accordance with our 2014 Equity Incentive Plan. The shares underlying the grant vested and became exercisable as to 100% of the total shares subject to such award on June 12, 2016.
Cash Compensation
Each non-employee director received an annual cash retainer of $40,000 for serving on the Board for 2015. In addition to this retainer, a non-employee director received an additional cash retainer of $25,000 for the year for service as the chairperson of the Board or lead independent director, as applicable. Non-employee directors that were members of our standing

20


committees in 2015 received the following additional cash retainers: the chairpersons of our audit committee, scientific committee, compensation committee and nominating and governance committee received additional cash retainers of $18,000, $18,000, $12,500 and $7,000, respectively; members other than the chairpersons of those committees received $7,500, $7,500, $5,000 and $3,500, respectively.
All cash payments were payable in four equal installments at the end of each calendar quarter during which such individual served as a director (and such payments were prorated for service during a portion of such quarter). Non-employee directors were also entitled to receive reimbursement of expenses incurred in the course of performing services to Juno.
Non-Employee Director Compensation Policy (Effective January 1, 2016)
In December 2015, the compensation committee recommended, and the Board approved, the Non-Employee Director Compensation Policy, effective as of January 1, 2016. Our stockholders approved and ratified the Non-Employee Director Compensation Policy at the 2016 annual meeting of stockholders. Non-employee directors receive compensation in the form of equity and cash under the Non-Employee Director Compensation Policy, as described below. Compensation consultant Willis Towers Watson assisted the compensation committee in the formulation of the Non-Employee Director Compensation Policy.
Equity Compensation
Each non-employee director is automatically granted an option to purchase 12,000 shares of our common stock on the day after each of our annual stockholder meetings. These options vest and become exercisable in full on the earlier of the date of the next annual stockholder meeting and the one year anniversary of the grant date, subject to continued service to Juno through the vesting date.
Additionally, each individual who first becomes a non-employee director is granted an option to purchase 18,000 shares of our common stock on the date he or she is first elected to or appointed to the Board. These options vest and become exercisable as to one thirty-sixth (1/36th) of the shares subject to such award on each monthly anniversary of the commencement of the non-employee director's service as a non-employee director, subject to continued service to Juno through each vesting date.
Each option granted under the Non-Employee Director Compensation Policy is subject to the following terms and conditions: 
The exercise price of the option equals the fair market value of the shares of our common stock underlying the option on the date of grant.
The option's term is 10 years from the grant date, subject to earlier termination as provided in the 2014 Equity Incentive Plan.
The option will fully vest and become exercisable if we experience a "change in control," as such term is defined in our 2014 Equity Incentive Plan, while the non-employee director is providing services to Juno, with such vesting acceleration to occur immediately prior to the consummation of the change in control.
These stock option awards under the Non-Employee Director Compensation Policy are granted automatically without any further action of the Board.
Cash Compensation
Each non-employee director is eligible to receive compensation for his or her service consisting of annual cash retainers. All non-employee directors are entitled to receive the following cash compensation for their services: 
$40,000 per year for service as a board member;
$25,000 per year additionally for service as chairman of the board or lead independent director, as applicable;
$20,000 per year additionally for service as chairman of the audit committee;
$7,500 per year additionally for service as an audit committee member;
$20,000 per year additionally for service as chairman of the scientific committee;
$7,500 per year additionally for service as a scientific committee member;

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$15,000 per year additionally for service as chairman of the compensation committee;
$5,500 per year additionally for service as a compensation committee member;
$10,000 per year additionally for service as chairman of the nominating and governance committee; and
$4,500 per year additionally for service as a nominating and governance committee member.
Each non-employee director may also elect to receive all or part of his or her cash retainer payments in the form of RSUs under our 2014 Equity Incentive Plan. Elections to convert a cash retainer payment into RSUs must generally be made on or prior to December 31 of the year prior to the year in which the cash retainer payment is scheduled to be paid, or such earlier deadline as established by our Board or compensation committee. Each individual who first becomes a non-employee director is permitted to elect to convert cash retainer payments payable in the same calendar year into RSUs, provided that the election is made prior to the date the individual becomes a non-employee director. RSUs granted in lieu of cash retainer payments are issued fully vested on the date of grant, and have a grant date fair value equal to the amount of the applicable cash retainer payment.
Additionally, if permitted by the Board or the compensation committee, non-employee directors may elect to defer all or part of the settlement of their RSUs issuable in lieu of cash retainers. Any deferral election is made subject to the rules, conditions and procedures as determined by the Board or the compensation committee in its sole discretion, which are intended to comply with the requirements of Section 409A of the Internal Revenue Code. Timing of the settlement of any deferred RSUs is made in accordance with the terms of the applicable deferral election.
All cash payments and RSUs are paid or granted, as applicable, in four equal installments at the end of each calendar quarter during which the non-employee director serves as a member of the Board (and such payments or grants are prorated for service during a portion of such quarter).
Reimbursements
Non-employee directors are entitled to receive reimbursement of expenses incurred in the course of performing their services as Board members for Juno.
Limitations
Under the Non-Employee Director Compensation Policy approved by our stockholders, no non-employee director may be issued, in any fiscal year, (1) cash payments (including cash retainer payments and RSUs granted in lieu of cash retainer payments) with a value greater than $200,000, or (2) equity awards, other than RSUs granted in lieu of cash retainer payments, that cover more than 50,000 shares of our common stock. For purposes of these limitations, the value of RSUs granted in lieu of cash retainer payments is equal to the value of the applicable cash retainer payments that the RSUs were elected to replace. Compensation awarded to or received by a non-employee director for services performed for Juno other than as a Board member, for instance, as an employee or a consultant, do not count for purposes of these limits.
Stock Ownership Policy
In May 2015, our Board adopted a stock ownership policy applicable to our non-employee directors. See the section of this Proxy Statement captioned "Compensation Discussion & Analysis—Other Compensation Policies and Practices—Stock Ownership Policy" for additional information.

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Director Compensation Table
The following table sets forth information concerning the compensation paid or accrued for services rendered to us by non-employee members of the Board for the twelve months ended December 31, 2016. Until April 1, 2017, Dr. Daniel waived all compensation from Juno, but received compensation from Celgene for his service on our Board. Compensation paid or accrued for services rendered to us by Mr. Bishop in his role as chief executive officer is included in our disclosures related to executive compensation in the section of this prospectus captioned "Executive Compensation."
Name
 
Fees Earned or Paid in Cash
($)
(1)
 
Stock Awards
($)
(1)
 
Option Awards
($)
(2)
 
All Other Compensation
($)
(3)
 
Total
($)
Howard H. Pien (4)
 
$

 
$
80,014

 
$
301,382

 
$

 
$
381,396

Hal V. Barron, M.D. (5)
 

 
54,656

 
301,382

 

 
356,038

Thomas O. Daniel (6)
 
100,000

 

 

 

 
100,000

Anthony Evnin, Ph.D. (7)
 

 
57,516

 
301,382

 

 
358,898

Richard Klausner, M.D. (8)
 

 
47,508

 
301,382

 
250,000

 
598,890

Robert T. Nelsen (9)
 

 
52,772

 
301,382

 

 
354,154

Marc Tessier-Lavigne, Ph.D. (10)
 
42,786

 

 
301,382

 
17,397

 
361,565

Mary Agnes Wilderotter (11)
 
64,500

 

 
301,382

 

 
365,882

  ____________________
(1)
Each non-employee director may elect to receive all or part of his or her cash retainer payments in the form of fully vested RSUs under our 2014 Equity Incentive Plan. Non-employee directors may also elect to defer the settlement of all or part of their RSUs issuable in lieu of cash retainers. Messrs. Pien and Nelsen and Dr. Barron each elected to receive RSUs in lieu of cash retainers and to defer settlement of the RSUs to a future date, as specified in the deferral election. Dr. Evnin and Dr. Klausner each elected to receive RSUs in lieu of cash retainers and elected to have the RSUs settled immediately upon grant. The following table shows the aggregate grant date fair value of the RSUs earned for 2016 services. These amounts have been computed in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 718. The assumptions used in the valuation of these awards are set forth in Notes 2 and 10 to our consolidated financial statements, which are included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016.
 
 
Stock Award Detail ($)
 
 
Grant Date Fair Value of RSUs Granted in Lieu of Q1 2016 Fees
 
Grant Date Fair Value of RSUs Granted in Lieu of Q2 2016 Fees
 
Grant Date Fair Value of RSUs Granted in Lieu of Q3 2016 Fees
 
Grant Date Fair Value of RSUs Granted in Lieu of Q4 2016 Fees
Howard H. Pien
 
$
20,007

 
$
19,993

 
$
20,014

 
$
20,000

Hal V. Barron, M.D.
 
13,246

 
12,986

 
12,987

 
15,437

Anthony Evnin, Ph.D.
 
14,393

 
14,371

 
14,380

 
14,372

Richard Klausner, M.D.
 
11,862

 
11,877

 
11,890

 
11,879

Robert T. Nelsen
 
13,009

 
13,263

 
13,254

 
13,246


(2)
Represents the aggregate grant date fair value of or stock options granted in 2016. These amounts have been computed in accordance with FASB ASC Topic 718. The assumptions used in the valuation of these awards are set forth in Notes 2 and 10 to our consolidated financial statements, which are included in our Annual Report on Form 10-K for the year ended December 31, 2016.
(3)
Dr. Klausner provides general advisory services to us under a consulting agreement in exchange for an annual fee of $250,000, paid quarterly. Such agreement expires December 31, 2018. Upon Dr. Tessier-Lavigne's resignation from the Board on August 26, 2016, we entered into a consulting agreement with Dr. Tessier-Lavigne pursuant to which he provides us general advisory services for an annual fee of $50,000, paid monthly. Dr. Tessier-Lavigne's consulting agreement expires on August 26, 2020.
(4)
As of December 31, 2016, Mr. Pien had 18,751 shares of our common stock subject to vesting, stock options outstanding for 24,000 shares, 12,000 of which had vested and become exercisable, and 1,686 vested RSUs whose settlement has been deferred to a future date, as specified in the deferral election.

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(5)
As of December 31, 2016, Dr. Barron had stock options outstanding for 99,000 shares, 58,874 of which had vested and become exercisable, and 1,101 vested RSUs whose settlement has been deferred to a future date, as specified in the deferral election.
(6)
Amount for Dr. Daniel paid by Celgene, not Juno. From July 1, 2016 through March 31, 2017, Dr. Daniel received $50,000 per quarter from Celgene for his service on our Board.
(7)
As of December 31, 2016, Dr. Evnin had 18,751 shares of our common stock subject to vesting and stock options for 24,000 shares, 12,000 of which had vested and become exercisable.
(8)
As of December 31, 2016, Dr. Klausner had 211,510 shares of our common stock subject to vesting and stock options for 24,000 shares, 12,000 of which had vested and become exercisable.
(9)
As of December 31, 2016, Mr. Nelsen had stock options outstanding for 24,000 shares, 12,000 of which had vested and become exercisable, and 1,111 vested RSUs whose settlement has been deferred to a future date, as specified in the deferral election.
(10)
As of December 31, 2016, Dr. Tessier-Lavigne had 20,314 shares of our common stock subject to vesting and stock options for 24,000 shares, 12,000 of which had vested and become exercisable.
(11)
As of December 31, 2016, Mrs. Wilderotter had stock options outstanding for 99,000 shares, 51,062 of which had vested and become exercisable.

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EXECUTIVE OFFICERS
The following is biographical information for our executive officers, including their ages as of March 31, 2017.
Name
 
Age
 
Position(s)
Hans E. Bishop
 
52
 
President, Chief Executive Officer and Director
Sunil Agarwal, M.D.
 
47
 
President of Research & Development
Robert Azelby
 
49
 
Executive Vice President, Chief Commercial Officer
Bernard J. Cassidy
 
62
 
General Counsel and Secretary
Steven D. Harr, M.D.
 
46
 
Chief Financial Officer and Head of Corporate Development
Hans E. Bishop is one of our co-founders and has served as our president and chief executive officer and a member of our Board since September 2013. Please see Mr. Bishop's biography set forth above in the section captioned "Proposal No. 1—Election of Directors."
Sunil Agarwal, M.D. has served as our president of research and development since April 2017. Prior to joining us, Dr. Agarwal was a private equity partner at Sofinnova Ventures, a venture capital firm that focuses largely on life science investments, beginning in August 2016. From July 2014 to August 2016, he was executive vice president and chief medical officer at Ultragenyx Pharmaceutical Inc., clinical-stage biopharmaceutical company focused on the development of products for rare and ultra-rare disease, with a focus on serious, debilitating genetic diseases. From September 2003 to July 2014, Dr. Agarwal worked at Genentech Inc. in various positions of increasing responsibility, most recently as senior vice president, global development head for ophthalmology, metabolism, neuroscience, immunology, and infectious diseases. Dr. Agarwal serves on the board of directors of Calithera Biosciences, Inc. and MyoKardia Inc. Dr. Agarwal received a B.S. in Neurobiology from Cornell University in 1992 and an M.D. from Tufts University School of Medicine in 1996. Dr. Agarwal was a pediatric resident at Children's National Medical Center from 1996 to 1999.
Robert Azelby has served as our executive vice president, chief commercial officer since November 2015. Prior to joining us, Mr. Azelby was vice president and general manager, oncology at Amgen Inc. from June 2012 to October 2015. From October 2010 to September 2012, he served as Amgen's vice president, Amgen Oncology Sales. Prior to that, he served in various positions at Amgen, including periods as vice president, commercial effectiveness unit and general manager of Amgen Netherlands. Mr. Azelby serves on the board of directors of Cascadian Therapeutics, Inc. Mr. Azelby received a B.A. in Economics and Religious Studies from the University of Virginia in 1990 and an M.B.A. from Harvard Business School in 1997.
Bernard J. Cassidy has served as our general counsel since January 2014. Prior to joining us, Mr. Cassidy served in various roles at Tessera Technologies, Inc., a semiconductor packaging company, from November 2008 to July 2013, including as its executive vice president, general counsel and secretary, and as president of Tessera Intellectual Property Corp. He served in various roles at Tumbleweed Communications Corp., a provider of secure messaging and secure file transfer solutions, from May 1999 to September 2008, including as its senior vice president, general counsel and secretary, with responsibility for legal, corporate development, and human resources matters. He practiced law at Wilson Sonsini Goodrich & Rosati, Professional Corporation, from August 1992 to May 1999, and at Skadden, Arps, Slate, Meagher & Flom LLP from September 1989 to July 1992. Mr. Cassidy received a B.A. in Philosophy from the Jesuit House of Studies, Loyola University, New Orleans in 1978, an M.A. in Philosophy from the University of Toronto in 1981, and a J.D. from Harvard Law School in 1988. He also completed the Executive Education Program for Growing Companies at Stanford Graduate School of Business in 2004.
Steven D. Harr, M.D. has served as our chief financial officer and head of corporate development since April 2014. Dr. Harr was managing director and head of Biotechnology Investment Banking at Morgan Stanley from May 2010 until he joined us. Prior to his investment banking role at Morgan Stanley, Dr. Harr was Morgan Stanley's lead biotech research analyst and co-head of global healthcare research. Dr. Harr serves on the board of directors of Loxo Oncology, Inc. Dr. Harr received a B.A. in Economics from the College of the Holy Cross in 1993 and an M.D. from The Johns Hopkins University School of Medicine in 1998. Dr. Harr was a resident in internal medicine at the University of California, San Francisco from 1998 to 2000.

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COMPENSATION DISCUSSION & ANALYSIS
This Compensation Discussion and Analysis describes the compensation program for our principal executive officer, our principal financial officer, and the next three most highly-compensated executive officers of Juno during 2016 (the "Named Executive Officers"). During 2016, these individuals were:
Hans E. Bishop, our president and chief executive officer (our "CEO");
Steven D. Harr, M.D., our chief financial officer and head of corporate development (our "CFO");
Robert Azelby, our executive vice president, chief commercial officer;
Bernard J. Cassidy, our general counsel and secretary; and
Hyam Levitsky, M.D., our executive vice president, research and chief scientific officer.
This Compensation Discussion and Analysis describes the material elements of our executive compensation program during 2016. It also provides an overview of our executive compensation philosophy and objectives. Finally, it analyzes how and why our compensation committee and Board arrived at the specific compensation decisions for our executive officers, including the Named Executive Officers, for 2016, including the key factors that the compensation committee and Board considered in determining their compensation.
2016 Executive Compensation Program Overview
2016 Business Highlights
2016 was a year of progress and learning for Juno. Key business highlights during 2016 included:
We continued our Juno-sponsored, multi-center Phase I trial with JCAR017 in relapsed/refractory ("r/r") aggressive B cell non-Hodgkin lymphoma ("NHL"). We intend to move to a registration trial for that product candidate in 2017 in patients with r/r diffuse large B cell lymphoma ("DLBCL"), with the potential to obtain regulatory approval as early as 2018.
We began or continued several other collaborator-sponsored trials against a number of targets in hematologic and solid organ tumor settings, including product candidates targeting CD19, CD22, L1CAM, MUC-16, ROR-1, and WT-1.
We experienced a setback to our adult r/r acute lymphoblastic leukemia ("ALL") development plans when a greater than expected incidence of severe neurotoxicity was observed, along with five deaths from cerebral edema, in patients treated in the Juno-sponsored Phase II trial with JCAR015 in adult patients with r/r ALL. The Phase II trial was placed on clinical hold by the FDA briefly in July 2016. In November 2016, the trial was again placed on hold and has remained on hold while Juno conducted an investigation into the toxicity. Through the investigation we identified multiple factors that may have contributed to this increased risk, including patient specific factors, the conditioning chemotherapy patients received, and factors related to the product. Although we believe there are protocol modifications and process improvements that could enable Juno to proceed with JCAR015 in clinical testing in adult r/r ALL, we would first need to establish preliminary safety and dose in a Phase I trial. As a result of the timing delay that would entail and our belief that we have other product candidates in our pipeline that are likely to provide improved efficacy and tolerability, we have made a strategic decision to cease development of JCAR015 and to redirect associated resources to the development of a defined cell product candidate in the adult r/r ALL setting.
We began manufacturing product candidates, including JCAR017 and JCAR015, for clinical trials out of the Juno manufacturing plant in Bothell, Washington.
Celgene exercised its option to develop and commercialize CAR product candidates from Juno's CD19 program outside of North America and China. Celgene paid Juno an option exercise fee of $50.0 million and the companies now generally share worldwide research and development expenses for certain CAR product candidates in the CD19 program.
We completed the acquisitions of AbVitro, Inc. and RedoxTherapies, Inc., which substantially increased Juno's capabilities.

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We completed licensing transactions to expand Juno's research and development capabilities, including a license agreement with Memorial Sloan Kettering Cancer Center ("MSK") and Eureka Therapeutics, Inc. for innovative, fully-human binding domains targeting B cell maturation antigen, along with antibodies against two additional undisclosed multiple myeloma targets to be used for the potential development and commercialization of CAR T cell therapies for patients with multiple myeloma.
We defeated an attempt by Kite Pharma, Inc. ("Kite") to invalidate a patent exclusively licensed by Juno regarding CAR T technology that can be used, for example, for the treatment of B cell malignancies. In August 2015, Kite filed a petition with the U.S. Patent & Trademark Office ("USPTO") for inter partes review in an attempt to invalidate U.S. Patent No. 7,446,190 by challenging all of its claims. Following proceedings, the USPTO Patent Trial and Appeal Board issued a final written decision upholding all the claims of this patent. Kite is appealing this decision to the U.S. Court of Appeals for the Federal Circuit. Juno exclusively licenses the '190 patent, titled "Nucleic Acids Encoding Chimeric T Cell Receptors," from Sloan Kettering Institute for Cancer Research, an affiliate of MSK. The patent covers, among other things, a construct for a CD19-targeted CAR T cell treatment that employs a certain CD28 costimulatory domain. In addition, Juno is suing Kite, seeking a declaratory judgment that Kite's lead product candidate, KTE-C19, will infringe the patent when commercially produced.
Together with WuXi AppTec, we formed JW Therapeutics (Shanghai) Co., Ltd., a new company in China with a mission to develop novel cell-based immunotherapies for patients with hematologic and solid organ cancers in China. 
We announced the opening of a clinical trials unit dedicated to immuno-oncology, in collaboration with the University of Washington, the Seattle Cancer Care Alliance, and the Fred Hutchinson Cancer Research Center.
We hired key talent, including the appointment of Corsee Sanders as Executive Vice President and Head of Development Operations.
We grew our organization from 306 employees at the beginning of the year to 553 employees at the end of the year.
2016 Executive Compensation Highlights
The following key compensation actions were taken with respect to the Named Executive Officers for 2016: 
Base Salaries—In the case of our Named Executive Officers other than our CEO and Mr. Azelby, their annual base salaries were increased by 3% in February 2016. Mr. Azelby was not eligible for the adjustment because he joined us in November 2015. Our CEO received an annual base salary increase of $75,000, resulting in a 2016 annual base salary of $500,000.
Annual Cash Bonuses—Our Named Executive Officers received annual cash bonuses at 80% of their target annual cash bonus opportunities, including an annual cash bonus of $200,000 for our CEO.
Long-Term Incentive Compensation—Our Named Executive Officers other than Mr. Azelby were granted long-term incentive compensation opportunities in February 2016 in the form of options to purchase shares of our common stock, in amounts ranging from 75,000 shares to 200,000 shares, with grant date fair values ranging from $643,532 to $3,069,500, including an option to purchase shares of our common stock in the amount of 200,000 shares granted to our CEO, with a grant date fair value of $3,069,500. Mr. Azelby was not eligible for an equity award in February 2016 because he had joined us in November 2015. In November 2016, in recognition of his performance, Mr. Azelby was granted an option to purchase shares of our common stock in the amount of 40,000 shares and an award of 10,000 RSUs that may be settled in shares of our common stock.
Pay-for-Performance Discussion
We view our compensation practices as an avenue to communicate our goals and standards of conduct and a means to reward our executive officers, including the Named Executive Officers, for their achievements. We believe our executive compensation program is reasonable, competitive, and appropriately balances the goals of attracting, motivating, rewarding, and retaining our executive officers and that it therefore promotes stability in our leadership.
To ensure our executive officers' interests are aligned with those of our stockholders and to motivate and reward them for achievement of our yearly corporate performance objectives, a significant portion of their target annual total direct compensation opportunity is "at-risk" and will vary above or below target levels commensurate with our performance. We

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emphasize performance-based compensation that appropriately rewards our executive officers for delivering financial, operational, and strategic results that meet or exceed pre-established goals through our annual cash bonus plan, as well as the options to purchase shares of our common stock and RSU awards that may be settled for shares of our common stock that make up a significant portion of our long-term incentive compensation arrangements. Additionally, we further align the interests of our executive officers with those of our stockholders through our stock ownership policy.
The target total direct compensation opportunity for our CEO and our other Named Executive Officers during 2016 reflects this philosophy:
CEO
Other Named Executive Officers
ceopiechart.jpg
neopiechart.jpg
 
As reflected in the foregoing graphics, we believe that equity awards are a key incentive for our executive officers to drive long-term growth. To ensure that we maintain faithful to our compensation philosophy, the compensation committee regularly evaluates the relationship between the reported values of the equity awards granted to our executive officers, the amount of compensation realizable (and, ultimately, realized) from such awards in subsequent years, and our total stockholder return over this period.
Although we disclose the estimated values of these equity awards in our Summary Compensation Table at the time of grant for each covered fiscal year, the value of these awards that may be realizable by our executive officers will vary depending on the performance of our common stock and often differs significantly from the amounts reported in the Summary Compensation Table.
Executive Compensation Policies and Practices
We endeavor to maintain sound executive compensation policies and practices, including compensation-related corporate governance standards, consistent with our executive compensation philosophy. During 2016, we maintained the following executive compensation policies and practices, including both policies and practices we have implemented to drive performance and policies and practices that either prohibit or minimize behaviors that we do not believe serve our stockholders' long-term interests: 
Independent Compensation Committee. The compensation committee is comprised solely of independent directors.
Independent Compensation Committee Advisor. The compensation committee engaged its own compensation consultant, Willis Towers Watson, to assist with its 2016 compensation reviews. For 2017, the compensation committee has retained Radford as a compensation consultant to assist with compensation reviews.
Annual Executive Compensation Review. The compensation committee conducts an annual review and approval of our compensation practices, including a review and determination of our compensation peer group used for comparative purposes and a review of our compensation-related risk profile to ensure that our compensation programs do not encourage excessive or inappropriate risk taking and that the level of risk that they do encourage is not reasonably likely to have a material adverse effect on us.

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Executive Compensation Policies and Practices. Our compensation philosophy and related corporate governance policies and practices are complemented by several specific compensation practices that are designed to align our executive compensation with long-term stockholder interests, including the following:
Compensation At-Risk. Our executive compensation program is designed so that a significant portion of compensation is "at risk" based on Company performance, as well as short-term cash and long-term equity incentives to align the interests of our executive officers and stockholders.
No Retirement Plans. Consistent with other high growth, development-stage biotechnology companies, we do not currently offer pension arrangements, retirement plans, or nonqualified deferred compensation plans or arrangements to our executive officers or other employees.
No Special Perquisites. Consistent with other high growth, development-stage biotechnology companies, we generally do not provide perquisites or other personal benefits to our executive officers other than those we provide to our employees generally. We have provided executive officers with relocation assistance benefits and, in one case, reimbursement for legal expenses in connection with obtaining legal advice related to potential employment with Juno.
No Tax Reimbursements. We do not provide any tax reimbursement payments (including "gross-ups") on any perquisites or other personal benefits, except in the case of relocation benefits.
No Special Health or Welfare Benefits. Our executive officers participate in broad-based company-sponsored health and welfare benefits programs on the same basis as our other full-time, salaried employees.
No Post-Employment Tax Reimbursements. We do not provide any tax reimbursement payments (including "gross-ups") on any severance or change-in-control payments or benefits.
Stock Ownership Policy. We maintain policies that require minimum ownership of shares of our common stock by our CEO and certain of our executive officers and the non-employee members of our Board.
Multi-Year Vesting Requirements. The equity awards granted to our executive officers generally vest over multi-year periods, consistent with current market practice and our retention objectives; and
Hedging and Pledging Prohibited. We prohibit our executive officers and the members of our Board from hedging or pledging our securities.
Executive Compensation Philosophy and Program Design
Compensation Philosophy
Our executive compensation program is guided by our overarching philosophy of only paying for demonstrable performance. Consistent with this philosophy, we have designed our executive compensation program to achieve the following primary objectives: 
Provide compensation and benefit levels that will attract, retain, motivate, and reward a highly-talented, superior team of executive officers within the context of responsible cost management;
Establish a direct link between our financial and operational results and strategic objectives and the compensation of our executive officers; and
Align the interests and objectives of our executive officers with those of our stockholders by linking the long-term incentive compensation opportunities to stockholder value creation and their cash incentives to our annual performance.
Program Design
We structure the annual compensation of our executive officers, including the Named Executive Officers, using three principal elements: base salary, annual cash bonus opportunities, and long-term incentive compensation opportunities in the

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form of equity awards. While the pay mix may vary from year to year, the ultimate goal is to achieve our compensation objectives as described above.
The design of our executive compensation program is influenced by a variety of factors, with the primary goals being to align the interests of our executive officers and stockholders and to link pay with performance. We evaluate performance over both short-term (annual) and multi-year periods based on our financial and operational performance.
Governance of Executive Compensation Program
Role of the Compensation Committee
The compensation committee discharges many of the responsibilities of our Board relating to the compensation of our executive officers, including the Named Executive Officers. The compensation committee has overall responsibility for overseeing our compensation and benefits policies generally, overseeing, evaluating, and approving, or recommending to the Board for approval, the compensation plans, policies, and programs applicable to our CEO as well as our other executive officers, determining and overseeing the process of evaluating our CEO's performance, and overseeing the preparation of, reviewing, and approving this compensation discussion and analysis. The Board has generally reserved for itself the final approval, upon the compensation committee's recommendation, of annual base salary, annual incentive bonuses, equity compensation, employment agreements, severance arrangements, change of control protections, any signing bonus or payment of relocation costs, and any other significant benefits compensation for our CEO as well as our other executive officers. The Board has also reserved for itself the final approval, upon recommendation of the compensation committee, of the corporate goals and objectives relating to the compensation of our CEO as well as our other executive officers, including the final approval of the compensation of such persons based on the compensation committee's evaluation of their performance in light of the approved corporate goals and objectives.
The charter of the compensation committee is available in the "Corporate Governance" section of our investor relations website at http://ir.junotherapeutics.com/.
The compensation committee reviews, and recommends to the Board for its approval, the base salary levels, annual cash bonus opportunities, and long-term incentive compensation opportunities of our executive officers, including the Named Executive Officers, each year, or more frequently as warranted. Adjustments are generally effective around the time the adjustments are adopted, which is usually near the beginning of the year.
When selecting and setting the amount of each compensation element, the compensation committee and the Board consider the following factors: 
our performance against the operational and financial objectives established by the compensation committee and our Board;
each individual executive officer's skills, experience, and qualifications relative to other similarly-situated executives at companies in our compensation peer group;
the scope of each executive officer's role compared to other similarly-situated executives at companies in our compensation peer group;
the performance of each individual executive officer, based on a subjective assessment of his or her contributions to our overall performance, ability to lead his or her business unit or function, and work as part of a team, all of which reflect our core values;
compensation parity among our executive officers, including internal pay equity data;
wealth accumulation data;
our operational and financial performance relative to our compensation and performance peers; and
the compensation practices of our compensation peer group and the positioning of each executive officer's compensation in a ranking of peer company compensation levels.
These factors provide the framework for compensation decision-making and final decisions regarding the compensation opportunity for each executive officer. No single factor is determinative in setting pay levels, nor was the impact of any factor on the determination of pay levels quantifiable.

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Role of Management
In discharging its responsibilities, the compensation committee works with members of our management team, including our CEO. The management team assists the compensation committee by providing information on Company and individual performance, market data, and management's perspective and recommendations on compensation matters. The compensation committee solicits and reviews our CEO's recommendations and proposals with respect to adjustments to annual cash bonus opportunities, long-term incentive compensation opportunities, program structures, and other compensation-related matters for our executive officers (other than with respect to his own compensation). The compensation committee reviews and discusses these recommendations and proposals with our CEO and uses them as one factor in determining and approving the compensation for our executive officers (other than our CEO). In setting the compensation of our CEO, he recuses himself from all discussions and recommendations regarding his own compensation.
Role of Compensation Consultant
The compensation committee engages an external compensation consultant to assist it by providing information, analysis, and other advice relating to our executive compensation program and the decisions resulting from its annual executive compensation review. It directly engages the compensation consultant under an engagement letter.
The compensation committee retained Willis Towers Watson, a national compensation consulting firm, to serve as its compensation advisor in 2016. Willis Towers Watson serves at the discretion of the compensation committee, which reviews the engagement annually. For 2017, the compensation committee has retained Radford as its compensation advisor.
During 2016, Willis Towers Watson regularly attended the meetings of the compensation committee (both with and without management present) and provided the following services:
developing a compensation committee calendar for review and approval;
consulting with the compensation committee chair and other members between compensation committee meetings;
conducting a review of the 2015 compensation comparator peer group and made recommendations, as appropriate, given Juno's financial and pipeline profile, for changes for use when making 2016 compensation decisions;
conducting a review of the 2016 compensation comparator peer group and made recommendations, as appropriate, given Juno's financial and pipeline profile, for changes for use when making 2017 compensation decisions;
providing competitive market data based on the compensation peer group for our executive officer positions and evaluating how the compensation we pay our executive officers compares both to our performance and to how the companies in our compensation peer group compensate their executives;
reviewing and analyzing the base salary levels, annual cash bonus opportunities, and long-term incentive compensation opportunities of our executive officers;
assessing executive compensation trends within our industry, and updating on corporate governance and regulatory issues and developments;
reviewing market equity compensation practices, including burn rate and overhang, and advising on the mix of equity award types;
providing competitive market data based on the compensation peer group for the non-employee members of our Board and evaluating the compensation we pay our non-employee directors;
conducting a risk assessment pertaining to compensation;
assessing compliance with equity ownership guidelines;
reviewing the Compensation Discussion & Analysis.
The compensation committee regularly reviewed the objectivity and independence of the advice provided by Willis Towers Watson to the compensation committee on executive and non-employee director compensation. In 2016, the

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compensation committee considered the six specific independence factors adopted by the SEC and The NASDAQ Stock Market and determined that Willis Towers Watson was independent and that its work did not raise any conflicts of interest.
Competitive Positioning
For purposes of comparing our executive compensation against the competitive market, the compensation committee reviews and considers the compensation levels and practices of a group of comparable biotechnology companies. The companies in this compensation peer group for 2016 were selected in November 2015 on the basis of their similarity to us in size, market capitalization, stage of development, research and development spend, industry sector, business strategy, and number and type of employees.
The following is a list of the peer group used for 2015 as compared to the peer group used for 2016:
2015
 
2016
Agios Pharmaceuticals, Inc.
 
Aduro BioTech, Inc.
Alnylam Pharmaceuticals, Inc.
 
Agios Pharmaceuticals, Inc.
bluebird bio, Inc.
 
Alkermes plc
Clovis Oncology, Inc.
 
Alnylam Pharmaceuticals, Inc.
Intercept Pharmaceuticals, Inc.
 
Anacor Pharmaceuticals, Inc.
Isis Pharmaceuticals, Inc.
 
bluebird bio, Inc.
Kite Pharma, Inc.
 
Clovis Oncology, Inc.
Medivation, Inc.
 
Dyax Corp.
Pharmacyclics Inc.
 
Intercept Pharmaceuticals, Inc.
Portola Pharmaceuticals, Inc.
 
Isis Pharmaceuticals, Inc.
Puma Biotechnology, Inc.
 
Kite Pharma, Inc.
Receptos, Inc.
 
Ophthotech Corporation
Seattle Genetics Inc.
 
Portola Pharmaceuticals, Inc.
Synageva BioPharma Corp.
 
Puma Biotechnology, Inc.
Tesaro, Inc.
 
Sage Therapeutics, Inc.
 
 
Spark Therapeutics, Inc.
 
 
Tesaro, Inc.
 
 
Ultragenyx Pharmaceutical Inc.
Medivation and Seattle Genetics were removed from the peer group for 2016 due to their more advanced life stage and significant larger size or market capitalization. Pharmacyclics, Receptos, and Synagenva were removed from the peer group for 2016 due to the fact that they had been acquired and were no longer standalone public companies. Aduro BioTech, Alkermes, Anacor Pharmaceuticals, Dax, Ophthotech, Sage Therapeutics, Spark Therapeutics, and Ultragenyx were all added to the peer group for 2016 on the basis of their similarity to us in size, market capitalization, stage of development, research and development spend, industry sector, business strategy, and number and type of employees.
To analyze the compensation practices of the companies in our compensation peer group, Willis Towers Watson gathered data from public filings (primarily proxy statements) and from the Radford Global Life Sciences Survey (including a custom cut). This market data was then used as a reference point for the compensation committee to assess our current compensation levels in the course of its deliberations on forms and amounts of compensation. Given our objective of attracting, retaining, motivating, and rewarding a truly superior team of executive officers and other employees, we aim to deliver a total compensation package that is above the median as compared to peers, with an emphasis on equity incentive compensation so as to more effectively tie our Named Executive Officers' and employees' interests to those of our stockholders. In light of this, when undertaking its competitive analysis, the compensation committee reviews data pertaining to the 50th percentile for base salary and total cash compensation (base salary plus annual bonus) and the 75th percentile for long-term incentive compensation. This competitive analysis is one factor, among others, taken into account by the compensation committee in assessing current compensation levels and recommending changes to compensation or additional awards.
The compensation committee reviews our compensation peer group at least annually and makes adjustments to its composition, taking into account changes in both our business and the businesses of the companies in the peer group.

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Compensation Elements
During 2016, the principal elements of our compensation program for our executive officers, including the Named Executive Officers, consisted of base salary, an annual cash bonus opportunity, and a long-term incentive compensation opportunity delivered in the form of options to purchase shares of our common stock and RSU awards that may be settled for shares of our common stock.
Base Salary
Base salary represents the fixed portion of the compensation of our executive officers, including the Named Executive Officers, and is an important element of compensation intended to attract and retain highly-talented individuals.
Generally, we establish the initial base salaries of our executive officers through arm's-length negotiation at the time we hire the individual executive officer, taking into account his or her position, qualifications, experience, prior salary level, and the base salaries of our other executive officers. Thereafter, the compensation committee and the Board review the base salaries of our executive officers annually and makes adjustments to base salaries as it determines to be necessary or appropriate.
In February 2016, the compensation committee reviewed the base salaries of our executive officers, including the Named Executive Officers, taking into consideration a competitive market analysis prepared by its compensation consultant, the recommendations of our CEO (except with respect to his own base salary), and the other factors described above. Following this review, the compensation committee recommended, and the Board approved, a 3% increase in the annual base salaries of our Named Executive Officers other than Mr. Azelby and our CEO. Mr. Azelby who was not eligible for the adjustment because he joined us in November 2015. With regard to our CEO, the compensation committee recommended, and the Board approved, a $75,000 increase to his base salary to maintain the competitiveness of his target total cash compensation opportunities, as his base salary was well below the 25th percentile for chief executive officers in our peer group. Following the increase, our chief executive officer's base salary for 2016 was still significantly below the 50th percentile for chief executive officers in our peer group, as the compensation committee and the Board determined to emphasize equity compensation for our chief executive officer to provide greater alignment with stockholder interests. A summary of the base salaries of our Named of Executive Officers for 2016 is as follows:
Named Executive Officer
 
2015 Base Salary
 
2016 Base Salary
(Effective February 16, 2016)
 
% Increase
Mr. Bishop
 
$
425,000

 
$
500,000

 
18
%
Mr. Azelby
 
415,000

 
415,000

 

Mr. Cassidy
 
350,000

 
360,500

 
3

Dr. Harr
 
400,000

 
412,000

 
3

Dr. Levitsky
 
400,000

 
412,000

 
3

Annual Cash Bonus Plan
For 2016, we had a single cash bonus plan (the "2016 Bonus Plan") for our executive officers, including the Named Executive Officers. The 2016 Bonus Plan was a sub-plan of our Executive Incentive Compensation Plan (the "Executive Bonus Plan") and subject to the Executive Bonus Plan's terms and conditions. In February 2016 our compensation committee recommended, and our Board approved, the 2016 Bonus Plan to motivate our executive officers to achieve our corporate performance objectives for the year as reflected in our annual operating plan approved by our Board. Each executive officer's annual cash bonus was designed to be based on our level of achievement measured against several corporate performance objectives, subject to possible adjustment (either an increase or decrease) based on an evaluation of each executive officer's individual and department contributions toward achieving such corporate performance objectives.
For 2017, the compensation committee and the Board have determined that bonuses will be awarded to our executive officers based solely on our overall level of achievement measured against several corporate performance objectives, with no adjustment based on individual or departmental contributions.

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Target Annual Cash Bonus Opportunities
In February 2016, the compensation committee reviewed the target annual cash bonus opportunities of our executive officers, including the Named Executive Officers, taking into consideration a competitive market analysis prepared by its compensation consultant, the recommendations of our CEO (except with respect to his own target annual cash bonus opportunity), and the other factors described above. Target annual cash bonus opportunities were expressed as a percentage of each executive officer's base salary. Following this review, the compensation committee and the Board determined that no changes were necessary to the target annual cash bonus opportunities for our Named Executive Officers, as these opportunities were at or only slightly below the 50th percentile for our peer group for the comparable position, except for our CEO's. Our CEO's total annual cash bonus opportunity was significantly below the 50th percentile for chief executive officers in our peer group, but the compensation committee and the Board determined not to provide for an increase, instead emphasizing equity compensation for our chief executive officer to provide greater alignment with stockholder interests. The target annual cash bonus opportunities of the Named Executive Officers for 2016 were as follows:
Named Executive Officer
 
2015 Target Annual
Cash Bonus Opportunity
 
2016 Target Annual
Cash Bonus Opportunity
 
2016 Target Cash Bonus
Opportunity in Dollars
Mr. Bishop
 
50
%
 
50
%
 
$
250,000

Mr. Azelby
 
40

 
40

 
166,000

Mr. Cassidy
 
40

 
40

 
144,200

Dr. Harr
 
40

 
40

 
164,800

Dr. Levitsky
 
40

 
40

 
164,800

Corporate Performance Measures
In May 2016, our Board approved the corporate performance measures as part of our annual operating plan. These corporate performance measures were used by the compensation committee for purposes of the 2016 Bonus Plan that was approved in February 2016. The Board selected a number of operational performance measures after receiving input on these measures from our CEO. These measures involved our CD19 program, research and early clinical development, manufacturing, and the Celgene collaboration. 
In the CD19 category, the measures and related target performance levels were focused on clinical trial enrollment and regulatory achievements.
In the research and early clinical development category, the measures and related target performance levels were focused on preclinical research objectives to improve next generation product candidates, preclinical studies to enable regulatory filings, and identification of potential product candidates.
In the manufacturing category, the measure and target performance levels involved bringing Juno's manufacturing plant in Bothell, Washington online for clinical production.
In the Celgene collaboration category, the measures and related target levels involved obtaining Celgene's opt-in to the CD19 program and supporting Celgene's regulatory activities in Europe.
For each of these performance measures, our Board established a target achievement level. These target levels were intended to require significant effort on the part of our executive officers and, therefore, were set at levels it believed would be difficult to achieve and for which, average or below-average performance would not warrant a bonus payment. There was no pre-established threshold or maximum achievement levels, however, for each measure. Given the nature of the performance measures, the compensation committee and our Board believed that it would be more appropriate to exercise their discretion in determining the level of achievement, partial achievement, or non-achievement of each performance measure and related target level. Since these performance measures were internally-focused, and our not publicly disclosed in any form, we have not disclosed them here.
The amount that each executive officer was eligible to actually earn under the 2016 Bonus Plan was to be based on our actual achievement with respect to each of these performance measures, subject to possible adjustment (either an increase or decrease) based on an evaluation of each executive officer's individual and department contributions toward achieving such corporate performance objectives.

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2016 Annual Cash Bonus Payments
In February 2017, the compensation committee recommended, and the Board determined, the amounts to be paid to our executive officers under the 2016 Bonus Plan based on our actual performance for the year with respect to each corporate performance measure. The compensation committee recommended, and the Board determined, that no adjustment would in fact be made to executive officer bonuses under the 2016 Bonus Plan for individual and department contributions.
Based on a determination that we did not achieve the CD19 corporate performance objectives for 2016, but our performance in the research and early clinical development, manufacturing, and Celgene categories achieved all of our 2016 objectives in those categories, the compensation committee recommended, and our Board approved, an overall corporate achievement level of 80% for purposes of the 2016 Bonus Plan for our executive officers. That resulted in the following cash bonuses for the Named Executive Officers under the 2016 Bonus Plan:
Named Executive Officer
 
Target Annual Cash Bonus Opportunity
(as a percentage of base salary)
 
Actual Bonus Payout
(as a percent of target)
 
Actual Annual Cash Bonus
Mr. Bishop
 
50
%
 
80
%
 
$
200,000

Mr. Azelby
 
40

 
80

 
132,800

Mr. Cassidy
 
40

 
80

 
115,360

Dr. Harr
 
40

 
80

 
131,840

Dr. Levitsky
 
40

 
80

 
131,840

Special Cash Bonus
Upon the recommendation of the compensation committee, in February 2017 our Board approved a special cash bonus of $28,000 to Dr. Levitsky in part for performance during 2015 and in part for retention through 2016.
Long-Term Incentive Compensation
The compensation committee believes long-term incentive compensation is an effective means for focusing our executive officers, including the Named Executive Officers, on driving increased stockholder value over a multi-year period, provides a meaningful reward for appreciation in our stock price and long-term value creation, and motivates them to remain employed with us. Currently, the compensation committee and the Board use equity awards to deliver the annual long-term incentive compensation opportunities to our executive officers and to address special situations as they may arise from time-to-time. Our equity award grant practices are designed to reflect a balance between: 
our desire to motivate and retain executive talent;
our need to remain competitive in recruiting; and
effectively managing the dilution of our outstanding stock.
We use equity awards in the form of options to purchase shares of our common stock and RSU awards that may be settled for shares of our common stock to deliver the annual long-term incentive compensation opportunities to our executive officers, including the Named Executive Officers, and to address special situations as they may arise from time-to-time. In the first year of Juno's existence, and prior to Juno becoming a public company, our Board granted restricted stock awards, some of which are still outstanding and subject to vesting.
The compensation committee and the Board believe that stock options, when granted with exercise prices equal to the fair market value of our common stock on the date of grant, provide an appropriate long-term incentive for our executive officers, since the options reward them only to the extent that our stock price grows and stockholders realize value following their grant date. The compensation committee and the Board also believe that RSU awards help us to retain our executive officers and reward them for long-term stock price appreciation while at the same time providing some value to the recipient even if the market price of our common stock declines.
In determining the appropriate mix of stock options and RSU awards, the compensation committee and the Board consider the current stock and other equity holdings of each executive officer and competitive market data of the types of equity compensation provided to executive officers by the companies in our compensation peer group, with a goal of reaching a mix that would provide the appropriate incentives while staying competitive in our market.

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As with their other elements of compensation, the compensation committee recommends to the Board the amount of long-term incentive compensation for our executive officers as part of its annual compensation review. The compensation committee does so after taking into consideration a competitive market analysis prepared by its compensation consultant, the recommendations of our CEO (except with respect to his own long-term incentive compensation), the outstanding equity holdings of each executive officer, the projected impact of the proposed awards on our financial results, the proportion of our total shares outstanding used for annual employee long-term incentive compensation awards (our "burn rate") in relation to the median proportions of the companies in our compensation peer group, the potential voting power dilution to our stockholders (our "overhang") in relation to the median practice of the companies in our compensation peer group, and the other factors described above. The Board has generally reserved for itself the final approval, upon the compensation committee's recommendation, of long-term incentive compensation for our executive officers.
In February 2016, after considering the factors described above, the compensation committee recommended, and the Board granted, options to purchase shares of our common stock to the Named Executive Officers, other than Mr. Azelby, in the following amounts:
 
 
Options to Purchase Shares of our Common Stock
Named Executive Officer
 
Number of Shares
(#)
 
Grant Date Fair Value of Stock Options
($)
Mr. Bishop
 
200,000

 
$
3,069,500

Mr. Cassidy
 
75,000

 
1,151,063

Dr. Harr
 
155,000

 
2,378,863

Dr. Levitsky
 
100,000

 
1,534,750

The shares of our common stock subject to these stock options vest and become exercisable at the rate of 1/48th of the total number of shares subject to the options each month after the designated vesting commencement date, until the shares subject to the options are vested and exercisable in full on the fourth anniversary of the vesting commencement date, subject to the Named Executive Officer's continuing employment through each such date.
Mr. Azelby was not eligible for the February 2016 award because he started employment on November 1, 2015. In November 2016, in light of Mr. Azelby's performance, upon recommendation of the compensation committee, the Board granted Mr. Azelby an option to purchase 40,000 shares of our common stock and an RSU award that may be settled for 10,000 shares of our common stock. The option award had a grant date fair value of $643,532 and the RSU award had a grant date fair value of $252,900. The option award vests and becomes exercisable at the rate of 1/48th of the total number of shares subject to the option each month after the designated vesting commencement date, until the shares subject to the options are vested and exercisable in full on the fourth anniversary of the vesting commencement date, subject to Mr. Azelby's continued employment with us through each such date. The RSU award vests as to 25% of the shares subject to the award on each anniversary of the vesting commencement date, subject to his continued employment with us on each vesting date.
In February 2017, our compensation committee and Board determined that for all RSU awards to executive officers, Juno's tax withholding obligations related to the vesting and settlement of the RSUs will be satisfied through Juno withholding an amount of shares that would otherwise vest equal to the fair market value of the tax withholding obligations, with Juno remitting the amounts due for tax withholding out of Juno's cash.
The equity awards granted to the Named Executive Officers in 2016 are included in the 2016 Summary Compensation Table and the 2016 Grants of Plan-Based Awards Table below.
Welfare and Health Benefits
We have established a tax-qualified Section 401(k) retirement plan for all employees who satisfy certain eligibility requirements. In 2016, we did not match contributions made to the plan by our employees, but are planning on implementing a matching program in 2017. We intend for the plan to qualify under Section 401(a) of the Internal Revenue Code (the "Code") so that eligible pretax contributions by employees to the plan, and income earned on plan contributions, are not taxable to employees until withdrawn from the plan. The plan also features a Roth 401(k) component to allow our employees to contribute on a post-tax basis and for earnings to accumulate tax free.
We also offer our employees, including our executive officers, the opportunity to purchase shares of our common stock at a discount under our employee stock purchase plan.

36


In addition, we provide other benefits to our executive officers, including the Named Executive Officers, on the same basis as all of our full-time employees. These benefits include medical, dental and vision benefits, medical and dependent care flexible spending accounts, short-term and long-term disability insurance, accidental death and dismemberment insurance, basic life insurance coverage, reimbursement for mobile phone coverage, and commute assistance.
We design our employee benefits programs to be affordable and competitive in relation to the market, as well as compliant with applicable laws and practices. We adjust our employee benefits programs as needed based upon regular monitoring of applicable laws and practices and the competitive market.
Perquisites and Other Personal Benefits
Consistent with other high growth, development-stage biotechnology companies, we do not currently view perquisites or other personal benefits as a significant component of our executive compensation program. Accordingly, in 2016 we did not provide perquisites or other personal benefits to our executive officers, including the Named Executive Officers, except in situations where we believe it is appropriate to assist an individual in the performance of his or her duties, to make our executive officers more efficient and effective, and for recruitment and retention purposes. During 2016, none of the Named Executive Officers received perquisites or other personal benefits that were, in the aggregate, $10,000 or more for each individual, except for Dr. Levitsky and Mr. Azelby, who received certain reimbursements for relocation costs as described in the 2016 Summary Compensation Table below. We provide our executives and other employees with relocation benefits because we believe that such benefits are necessary to attract critical talent to Juno, particularly to our headquarters in Seattle, Washington, from the geographical markets where that talent exists.
In the future, we may provide perquisites or other personal benefits in limited circumstances, such as those described in the preceding paragraph. All future practices with respect to perquisites or other personal benefits will be approved and subject to periodic review by the compensation committee.
Employment Arrangements
We have written employment offer letters with each of our executive officers, including each of the Named Executive Officers.
In filling each of our executive positions, our Board or the compensation committee, as applicable, recognized that it would need to develop competitive compensation packages to attract qualified candidates in a dynamic labor market. At the same time, our Board or the compensation committee, as applicable, were sensitive to the need to integrate new executive officers into the executive compensation structure that we were seeking to develop, balancing both competitive and internal equity considerations.
Each of these employment offer letters provides for "at will" employment and set forth the initial compensation arrangements for the executive officer, including an initial base salary, an annual cash bonus opportunity, and an equity award recommendation. These arrangements also set forth the rights and responsibilities of each party and protect both parties' interests in the event of a termination of employment by providing the executive officer with the opportunity to receive certain post-employment payments and benefits in the case of certain involuntary terminations of employment or resignations for good reason, including, in some cases, only in the event of certain involuntary terminations of employment or resignations for good reason following a change in control of Juno. Finally, these arrangements prohibit the executive officer from engaging directly or indirectly in competition with us, recruiting or soliciting any of our employees, diverting our customers to a competitor, or disclosing our confidential information or business practices. These post-employment compensation arrangements are described in more detail in "Post-Employment Compensation" below and "Employment Agreements with Named Executive Officers," "Change in Control and Severance Plan," and "Estimated Payments Upon Termination or Change in Control" later in the Proxy Statement. For information on the specific terms and conditions of the employment offer letters with each of the Named Executive Officer, see the discussion of "Employment Agreements with Named Executive Officers" later in this Proxy Statement.
Post-Employment Compensation
We believe that having in place reasonable and competitive post-employment compensation arrangements are essential to attracting and retaining highly-qualified executive officers. Our post-employment compensation arrangements are designed to provide reasonable compensation to executive officers who leave the Company under certain circumstances to facilitate their transition to new employment. Further, we seek to mitigate any potential employer liability and avoid future disputes or litigation by requiring a departing executive officer to sign a separation and release agreement acceptable to us as a condition to receiving post-employment compensation payments or benefits.

37


The compensation committee and the Board do not consider specific amounts payable under these post-employment compensation arrangements when establishing annual compensation. It does believe, however, that these arrangements are necessary to offer compensation packages that are competitive.
Each of our executive officers, including each of the Named Executive Officers, is eligible to receive specified payments and benefits in the event of a termination of employment, including, in some cases, a termination of employment following a change in control of the Company as set forth in his employment offer letter. In addition, in November 2015, our Board, upon recommendation of the compensation committee, adopted the Juno Therapeutics, Inc. Change in Control and Severance Plan (the "Change in Control and Severance Plan") which provides our employees with job levels of vice president and above the opportunity to receive specified payments and benefits in the event of an involuntarily termination of employment other than for death, "disability," or "cause" or a voluntarily termination of employment for "good reason," or in the event of a "change in control" (as each term is defined in the Change in Control and Severance Plan).
In determining payment and benefit levels under the various circumstances triggering the post-employment compensation provisions of our executive officer employment offer letters and the Change in Control and Severance Plan, the compensation committee has drawn a distinction between (1) voluntary terminations of employment without good reason or terminations of employment for cause and (2) terminations of employment without cause or voluntary terminations of employment for good reason. Payment in the latter circumstances has been deemed appropriate in light of the benefits to us described above, as well as the likelihood that the executive officer's departure is due, at least in part, to circumstances not within his or her control. In contrast, we believe that payments are not appropriate in the event of a termination of employment for cause or a voluntary resignation without good reason because such events often reflect either inadequate performance or an affirmative decision by the executive officer to end his or her relationship with us without fault by the Company.
Our employment offer letters with our executive officers, as well as the Change in Control and Severance Plan, contain certain specified post-employment compensation arrangements in the event of a change in control of the Company. We believe that these arrangements are designed to align the interests of management and stockholders when considering the long-term future for the Company. The primary purpose of these arrangements is to keep our most senior executive officers focused on pursuing all corporate transaction activity that is in the best interests of stockholders regardless of whether those transactions may result in their own job loss or detrimental changes in job conditions, responsibility, or authority. Reasonable post-acquisition payments and benefits should serve the interests of both the executive and our investors. Many of the payments and benefits in the event of a change in control of the Company are payable only if there is a subsequent loss of employment by an executive officer for cause or voluntary resignation for good reason (a so-called "double-trigger" arrangement). This structure is in part intended to protect against the loss of retention power following a change in control of the Company and to avoid windfalls.
We have avoided the use of excise tax payments (or "gross-ups") relating to a change in control of the Company and have no such obligations in place with respect to any of our executive officers, including the Named Executive Officers. We did not provide any executive officer, including any Named Executive Officer, with a "gross-up" or other reimbursement payment for any tax liability that the executive officer may owe as a result of the application of Sections 280G or 4999 during 2016, and we have not agreed and are not otherwise obligated to provide any executive officer with such a "gross-up" or other reimbursement.
For information on the post-employment compensation arrangements for the Named Executive Officer, including a description of the Change in Control and Severance Plan, as well as an estimate of the potential payments and benefits payable under these arrangements as of the end of 2016, see "Employment Agreement with Named Executive Officers," "Change in Control and Severance Plan," and "Estimated Payments Upon Termination or Change in Control" later in this Proxy Statement.
Other Compensation Policies and Practices
Stock Ownership Policy
We believe that our executive officers should own and hold shares of our common stock to directly align their interests with the interests of our stockholders and to further promote our commitment to sound corporate governance. Accordingly, in May 2015, our Board adopted a stock ownership policy for our CEO, the other Named Executive Officers, and our non-employee directors.
Requirements under this policy are expressed as a dollar value calculated based on a specified multiple of annual base salary on a fixed date, and the stock price for that date. This policy provides that: 
our CEO is required to own that number of shares with a market value equal to five times his annual base salary;

38


our other Named Executive Officers are required to own that number of shares with a market value equal to three times their annual base salary;
our non-employee directors are required to own that number of shares with a market value equal to five times the annual director retainer they receive.
Our executive officers and non-employee directors subject to the policy are expected to reach their target ownership level within five years of the date on which the policy was adopted or the date on which they became subject to the policy, whichever is later, and to hold at least such minimum value in shares of our common stock for so long as applicable. Unvested restricted stock or RSU awards and vested stock options that are "in the money" count toward satisfying the ownership requirement. As of December 31, 2016, each of the Named Executive Officers satisfied his stock ownership requirement or was on the way to satisfying his requirement within the permitted compliance period.
Policy Prohibiting Hedging or Pledging of Our Equity Securities
Our insider trading policy prohibits our directors, officers, employees, and consultants from engaging in transactions in publicly traded options, such as puts and calls, and other derivative securities with respect to Juno's securities. This prohibition extends to any hedging or similar transaction designed to decrease the risks associated with holding Juno securities. Our insider trading policy also prohibits our directors, officers, employees, and consultants from pledging Juno securities as collateral for loans or holding Juno securities in margin accounts.
Tax and Accounting Considerations
Deductibility of Executive Compensation
Generally, Section 162(m) of the Code disallows public companies a tax deduction for federal income tax purposes of remuneration in excess of $1.0 million paid to their chief executive officer and each of the three other most highly-compensated executive officers (other than the chief executive officer and chief financial officer) whose compensation is required to be disclosed to our stockholders under the Exchange Act in any taxable year. Remuneration in excess of $1 million may only be deducted if it is "qualified performance-based compensation" within the meaning of Section 162(m) or qualifies for one of the other exemptions from the deductibility limit. In making compensation decisions, the compensation committee considers the potential effects of Section 162(m) on the compensation paid to the Named Executive Officers.
Juno may take advantage of a specific "transition" rule under Section 162(m) which enables certain types of equity awards that are granted—or which vest—during a "post-IPO" reliance period to be excluded from the annual deduction limit. This transition rule provides that stock options, stock appreciation rights, and restricted stock awards granted by a newly-public company pursuant to an equity plan that was in place before the IPO may not, for a specified period, be subject to the $1 million deduction limit. In general, this relief applies to equity awards granted until the first meeting of a company's stockholders at which directors are to be elected that takes place after the end of the third calendar year following the calendar year in which the corporation completed its IPO. However, the relief may end earlier if the plan is materially amended or in other limited circumstances. For Juno, the post-IPO reliance period is expected to expire at our 2018 annual meeting of stockholders.
Where reasonably practicable, the compensation committee seeks to qualify the performance-based incentive compensation paid or awarded to the Named Executive Officers for the "qualified performance-based compensation" exemption from the deductibility limit of Section 162(m). As such, in approving the amount and form of compensation for the Named Executive Officers, the compensation committee considers all elements of our cost of providing such compensation, including the potential impact of Section 162(m). To maintain flexibility in compensating the Named Executive Officers in a manner designed to promote varying corporate goals, however, the compensation committee has not adopted a policy that all compensation payable to the Named Executive Officers that is subject to Section 162(m) must be deductible for federal income tax purposes.
From time to time, the compensation committee may, in its judgment, approve compensation for the Named Executive Officers that does not comply with an exemption from the deductibility limit when it believes that such compensation is in the best interests of the Company and our stockholders. The compensation committee will continue to monitor the issue of deductibility of executive compensation, and make adjustments to our executive compensation program to maximize the deductibility of our executive compensation to the extent that it believes such result is consistent with the objectives of individual compensation elements and the best interests of the Company and our stockholders.

39


Accounting for Stock-Based Compensation
We follow the Financial Accounting Standard Board's Accounting Standards Codification Topic 718 ("FASB ASC Topic 718") for our stock-based compensation awards. FASB ASC Topic 718 requires us to measure the compensation expense for all share-based payment awards made to our employees and members of our Board, including options to purchase shares of our common stock and other stock awards, based on the grant date "fair value" of these awards. This calculation is performed for accounting purposes and reported in the executive compensation tables required by the federal securities laws, even though the recipient of the awards may never realize any value from their awards.
2016 Summary Compensation Table
The following table sets forth total compensation paid to our Named Executive Officers. 
Name and Principal Position
 
Year
 
Salary
($)
 
Bonus
($)
(1)
 
Stock
Awards
($)
(2)
 
Option Awards
($)
(3)
 
Non-Equity Incentive Plan Compensation
($)
(4)
 
All Other Compensation
($)
(5)
 
Total
($)
Hans E. Bishop
 
2016
 
$
483,894

 
$

 
$

 
$
3,069,500

 
$
200,000

 
$

 
$
3,753,394

President, Chief Executive Officer and Director
 
2015
 
425,000

 
148,750

 

 
4,449,326

 
276,250

 

 
5,299,326

 
2014
 
425,000

 
246,000

 
2,156,250

 
4,286,446

 
204,000

 

 
7,317,696

Robert Azelby
 
2016
 
409,413

 

 
252,900

 
643,532

 
132,800

 
473,580

 
1,912,225

Executive Vice President, Chief Commercial Officer
 
2015
 
69,167

 
800,000

 
2,000,006

 
6,609,640

 
27,667

 
406,108

 
9,912,588

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Bernard J. Cassidy
 
2016
 
354,335

 

 

 
1,151,063

 
115,360

 

 
1,620,758

General Counsel and Secretary
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Steven D. Harr, M.D.
 
2016
 
404,954

 

 

 
2,378,863

 
131,840

 

 
2,915,657

Chief Financial Officer and Head of Corporate Development
 
2015
 
400,000

 
112,000

 

 
2,701,300

 
208,000

 

 
3,421,300

 
2014
 
283,333

 
100,200

 
2,208,000

 
731,250

 
99,800

 
408,423

 
3,831,006

Hyam Levitsky, M.D.
 
2016
 
390,692

 
28,000

 

 
1,534,750

 
131,840

 
43,864

 
2,129,146

Executive Vice President, Research and Chief Scientific Officer
 
2015
 
237,949

 
500,000

 
7,337,000

 
5,930,750

 
93,333

 
43,460

 
14,142,492

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  ____________________
(1)
Amount for Dr. Levitsky in 2016 represents a special bonus awarded in February 2017 in part for performance in 2015 and in part for retention through 2016.
(2)
Amounts reflect the aggregate grant date fair value of restricted stock awards granted in the corresponding year computed in accordance with ASC Topic 718. The assumptions used in the valuation of these awards are set forth in Notes 2 and 10 to our consolidated financial statements, which are included in our Annual Report on Form 10-K for the year ended December 31, 2016.
(3)
Amounts reflect the aggregate grant date fair value of stock options granted in the corresponding year computed in accordance with ASC Topic 718. The assumptions used in the valuation of these awards are set forth in Notes 2 and 10 to our consolidated financial statements, which are included in our Annual Report on Form 10-K for the year ended December 31, 2016.
(4)
Represents amount paid under our cash incentive programs which are earned by our Named Executive Officers under our annual cash bonus plan related to the achievement of certain performance objectives. For fiscal year 2016, these amounts were paid to our Named Executive Officers in early 2017. Please see the descriptions of the annual bonuses paid to our Named Executive Officers in "Compensation Elements—Annual Cash Bonus Plan" above.
(5)
Amounts of All Other Compensation for Drs. Harr and Levitsky and Mr. Azelby primarily represent amounts paid for relocation moving expenses and tax gross ups associated with these expenses. The relocation expenses paid for or reimbursed by Juno included moving expenses, temporary housing, travel expenses, closing costs on sale of former home and purchase of new home, and other moving related expenses, and in the case of Mr. Azelby also includes an amount to cover part of the loss on the sale of Mr. Azelby's former home. In 2016, the amounts for Mr. Azelby and Dr. Levitsky include $274,913 and $26,726, respectively, in relocation expenses and $198,667 and $17,138, respectively, in tax gross ups associated with these expenses.


40


Grants of Plan-Based Awards
The following table sets forth information concerning each grant of an award made to any Named Executive Officer during the fiscal year ended December 31, 2016 under any plan, contract, authorization or arrangement pursuant to which cash, securities, similar instruments, or other property may be received:
Name
 
Grant Date
 
Potential Future Payouts Under Non-Equity Incentive Plan Awards Target
($)
(1)
 
All Other Stock Awards: Number of Shares of Stock or Units
(#)
(2)
 
All Other Option Awards: Number of Securities Underlying Options
(#)
(3)
 
Exercise or Base Price of Option Awards
($/sh)
 
Grant Date Fair Value of Stock and Option Awards
($)
(4)
Hans E. Bishop
 
 
 
$
250,000

 
 
 
 
 
 
 
 
 
 
2/2/2016
 
 
 

 
200,000

 
$
24.50

 
$
3,069,500

Robert Azelby
 
 
 
166,000

 
 
 
 
 
 
 
 
 
 
11/8/2016
 
 
 
10,000

 

 

 
252,900

 
 
11/8/2016
 
 
 

 
40,000

 
25.29

 
643,532

Bernard J. Cassidy
 
 
 
144,200

 
 
 
 
 
 
 
 
 
 
2/2/2016
 
 
 

 
75,000

 
24.50

 
1,151,063

Steven D. Harr, M.D.
 
 
 
164,800

 
 
 
 
 
 
 
 
 
 
2/2/2016
 
 
 

 
155,000

 
24.50

 
2,378,863

Hyam Levitsky, M.D.
 
 
 
164,800

 
 
 
 
 
 
 
 
 
 
2/2/2016
 
 
 

 
100,000

 
24.50

 
1,534,750

  ____________________
(1)
Amounts shown in the target column reflect the target amounts payable under our annual cash bonus plan as described above under "Compensation Elements—Annual Cash Bonus Plan." Actual amounts paid are presented above in the 2016 Summary Compensation Table under the heading "Non-Equity Incentive Plan Compensation." Awards were not subject to threshold or maximum payout amounts.
(2)
This RSU grant vests as to 25% of the shares subject to the award on each anniversary of the grant date, subject to continued service through each vesting date.
(3)
Option awards vest and become exercisable as to 1/48th of the shares each monthly anniversary of the grant date, subject to continued service through each vesting date.
(4)
Amounts reflect the aggregate grant date fair value of stock options and RSUs granted during 2016 computed in accordance with ASC Topic 718. The assumptions used in the valuation of these awards are set forth in Notes 2 and 10 to our consolidated financial statements, which are included in our Annual Report on Form 10-K for the year ended December 31, 2016.

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Outstanding Equity Awards at 2016 Fiscal Year End
The following table lists all outstanding equity awards held by our Named Executive Officers as of December 31, 2016.
 
 
 
 
 
 
 
Option Awards
 
Stock Awards
Name
 
Grant Date
 
Vesting Commencement Date
 
Number of Securities Underlying Unexercised Options
(#)
Exercisable
 
Number of Securities Underlying Unexercised Options
(#)
Unexercisable
 
Option Exercise Price
($)
 
Option Expiration Date
 
Number of Shares or Units of Stock that have not Vested
(#)
 
Market Value of Shares or Units of Stock that have not Vested
($)
Hans E. Bishop
 
9/5/2013
(1) 
 
9/11/2013
 
 
 
 
 
 
 
 
 
298,172

 
$
5,620,542

 
 
4/29/2014
(2) 
 
5/29/2014
 
 
 
 
 
 
 
 
 
260,417

 
4,908,860

 
 
9/9/2014
(3) 
 
10/9/2014
 
259,348

 
438,158

 
$
6.36

 
9/8/2024
 
 
 
 
 
 
3/3/2015
(4) 
 
3/3/2015
 
61,249

 
78,751

 
48.06

 
3/2/2025
 
 
 
 
 
 
2/2/2016
(4) 
 
2/2/2016
 
41,666

 
158,334

 
24.50

 
2/1/2026
 
 
 
 
Robert Azelby
 
11/1/2015
(5) 
 
11/1/2015
 
54,166

 
145,834

 
51.76

 
10/31/2025
 
 
 
 
 
 
11/8/2016
(6) 
 
11/8/2016
 
 
 
 
 
 
 
 
 
10,000

 
188,500

 
 
11/8/2016
(4) 
 
11/8/2016
 
833

 
39,167

 
25.29

 
11/7/2026
 
 
 
 
Bernard J. Cassidy
 
1/1/2014
(7) 
 
1/1/2014
 
 
 
 
 
 
 
 
 
33,856

 
638,186

 
 
9/9/2014
(5) 
 
1/1/2014
 
91,144

 
33,856

 
6.36

 
9/8/2024
 
 
 
 
 
 
11/14/2014
(4) 
 
11/14/2014
 
19,530

 
17,970

 
8.72

 
11/13/2024
 
 
 
 
 
 
3/3/2015
(4) 
 
3/3/2015
 
22,093

 
28,407

 
48.06

 
3/2/2025
 
 
 
 
 
 
2/2/2016
(4) 
 
2/2/2016
 
15,624

 
59,376

 
24.50

 
2/1/2026
 
 
 
 
Steven D. Harr, M.D.
 
4/29/2014
(7) 
 
4/22/2014
 
 
 
 
 
 
 
 
 
266,672

 
5,026,767

 
 
11/14/2014
(4) 
 
11/14/2014
 
65,103

 
59,897

 
8.72

 
11/13/2024
 
 
 
 
 
 
3/3/2015
(4) 
 
3/3/2015
 
37,186

 
47,814

 
48.06

 
3/2/2025
 
 
 
 
 
 
2/2/2016
(4) 
 
2/2/2016
 
32,291

 
122,709

 
24.50

 
2/1/2026
 
 
 
 
Hyam Levitsky, M.D.
 
5/28/2015
(8) 
 
5/27/2015
 
 
 
 
 
 
 
 
 
97,500

 
1,837,875

 
 
5/28/2015
(5) 
 
5/27/2015
 
69,270

 
105,730

 
50.60

 
5/26/2025
 
 
 
 
 
 
2/2/2016
(4) 
 
2/2/2016
 
20,833

 
79,167

 
24.50

 
2/1/2026
 
 
 
 
  ____________________
(1)
This restricted stock grant vests as to 18.18% of the shares on the vesting commencement date, and 1/48th of the shares vests on each monthly anniversary of the vesting commencement date, subject to continued service through each vesting date.
(2)
This restricted stock grant vests as to 1/48th of the shares on the vesting commencement date and each monthly anniversary of the vesting commencement date, subject to continued service through each vesting date.
(3)
This option award vests and becomes exercisable as to 1/48th of the shares on the vesting commencement date and each monthly anniversary of the vesting commencement date, subject to continued service through each vesting date.
(4)
This option award vests and becomes exercisable as to 1/48th of the shares on each monthly anniversary of the vesting commencement date, subject to continued service through each vesting date.
(5)
This option award vests and becomes exercisable as to 25% of the shares on the first anniversary of the vesting commencement date, and 1/48th of the shares vest and become exercisable on each monthly anniversary of the vesting commencement date thereafter, subject to continued service through each vesting date.
(6)
This RSU grant vests as to 25% of the shares on each anniversary of the vesting commencement date, subject to continued service through each vesting date.
(7)
This restricted stock grant vests as to 25% of the shares on the first anniversary of the vesting commencement date, and 1/48th of the shares vest on each monthly anniversary of the vesting commencement date thereafter, subject to continued service through each vesting date.
(8)
This RSU grant vests 47,500 on the first anniversary of the vesting commencement date and 32,500 on each of the second, third and fourth anniversaries of the vesting commencement date, subject to continued service through each vesting date.

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Option Exercises and Stock Vested
The following table lists the number of shares acquired upon exercise of stock options and the number of shares that vested under restricted stock or RSU awards held by each of our Named Executive Officers during the year ended December 31, 2016.
 
 
Option Awards
 
Stock Awards
Name
 
Number of Shares Acquired on Exercise
(#)
 
Value Realized on Exercise
($)
 
Number of Shares Acquired on Vesting
(#)
 
Value Realized on Vesting
($)
Hans E. Bishop
 
250,000

 
$
7,591,492

 
592,879

 
$
19,214,205

Robert Azelby
 

 

 
38,640

 
959,431

Bernard J. Cassidy
 

 

 
31,249

 
1,068,229

Steven D. Harr, M.D.
 

 

 
199,997

 
6,711,214

Hyam Levitsky, M.D.
 

 

 
47,500

 
1,996,900


Employment Agreements with Named Executive Officers
Terms and Conditions of Offer Letter for Hans E. Bishop
We entered into an offer letter agreement on September 5, 2013 with Mr. Bishop, our chief executive officer. The offer letter agreement has no specific term and constitutes at-will employment. Mr. Bishop's current annual base salary is $500,000. Mr. Bishop's current annual target bonus is equal to 60% of his annual base salary, an increase from the 50% target bonus for 2016, subject to achievement of performance objectives. Mr. Bishop is eligible to participate in employee benefit plans maintained from time to time by us of general applicability to other senior executives.
In connection with Mr. Bishop's commencement of employment in September 2013, we granted him 1,943,609 shares of restricted common stock subject to time-based vesting. The restricted shares were granted pursuant to our 2013 Equity Incentive Plan. Mr. Bishop's restricted shares granted pursuant to his offer letter agreement are scheduled to vest, subject to his continued service, as to 18.18% of such shares on September 11, 2013, and the remaining 81.82% of the shares will vest in equal monthly installments over four years following such date.
In addition, in April 2014, pursuant to a provision of the offer letter agreement providing for Mr. Bishop to obtain a certain level of ownership interest in Juno prior to our IPO, we granted Mr. Bishop 781,250 shares of restricted common stock under the 2013 Equity Incentive Plan, subject to time-based vesting for services performed and to be performed by Mr. Bishop. Such restricted shares are scheduled to vest, subject to Mr. Bishop's continued service, in equal monthly installments beginning on May 29, 2014 and each month thereafter until the shares granted are vested in full on April 29, 2018. In September 2014 pursuant to a provision of the offer letter agreement providing for Mr. Bishop to obtain a certain level of ownership interest in Juno prior to our IPO, we granted Mr. Bishop a stock option to purchase 1,001,506 shares of our common stock at an exercise price of $6.36 per share. The stock option awards are scheduled to vest and become exercisable in equal monthly installments beginning October 9, 2014 and each month thereafter until the shares granted are vested in full on September 9, 2018.
Prior to vesting, all of Mr. Bishop's restricted shares are subject to forfeiture upon Mr. Bishop's termination of service for any reason. Pursuant to the offer letter agreement or the terms of the applicable award agreement, in the event of a "change in control," as defined in our 2013 Equity Incentive Plan, 75% of the restricted shares and the September 2014 stock option award will fully accelerate and become vested and exercisable, provided that Mr. Bishop remains an employee through the date of such change in control.
Pursuant to his offer letter agreement, if Mr. Bishop's employment is terminated other than for "cause," death, or disability, or he resigns for "good reason," in each case, upon or within the period that is three months prior to or 12 months following a "change in control," as defined in our 2013 Equity Incentive Plan, then, subject to his execution of a release of claims in our favor that becomes effective and irrevocable within 60 days following his termination of employment, 100% of the restricted shares granted in September 2013 pursuant to Mr. Bishop's offer letter agreement will vest as of the later of (1) the change in control and (2) Mr. Bishop's termination of employment, as applicable.
As defined in Mr. Bishop's offer letter agreement, "cause" means (1) a willful act of dishonesty made by him in connection with his responsibilities as an employee; (2) Mr. Bishop's conviction of, or plea of nolo contendere to, a felony or any crime involving fraud, embezzlement or any other act of moral turpitude, or a material violation of federal or state law by Mr. Bishop that the Board reasonably determines has had or will have a detrimental effect on our reputation or business; (3) Mr. Bishop's gross misconduct; (4) Mr. Bishop's willful and material unauthorized use or disclosure of any proprietary

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information or trade secrets of us or any other party to whom he owes an obligation of nondisclosure as a result of his relationship with us; (5) Mr. Bishop's willful material breach of any obligations under any written agreement or covenant with us; or (6) Mr. Bishop's continued substantial failure to perform his employment duties, other than as a result of his physical or mental incapacity, after he has received a written demand of performance from the Board that specifically sets forth the factual basis for its determination that Mr. Bishop has not substantially performed his duties and has failed to cure such non-performance to the Board's reasonable satisfaction within 10 business days after receiving such notice. For purposes of this paragraph, no act or failure to act shall be considered willful unless it is done in bad faith and without reasonable intent that the act or failure to act was in the best interest of us. Any act, or failure to act, based upon authority or instructions given to Mr. Bishop pursuant to a resolution duly adopted by the Board or based on the advice of counsel for us will be conclusively presumed to be done or omitted to be done by Mr. Bishop in good faith and in the best interest of us.
As defined in Mr. Bishop's offer letter agreement, "good reason" means Mr. Bishop's resignation within 30 days following expiration of any cure period as discussed below and following the occurrence of one or more of the following, without Mr. Bishop's written consent: (1) a material reduction in his base salary or target bonus; (2) a material diminution of his title, duties, responsibilities or reporting lines; (3) a change in the location of his employment of more than 50 miles; (4) our failure to timely grant the restricted shares promised under Mr. Bishop's offer letter; or (5) Mr. Bishop is not elected or re-elected as, or otherwise ceases to be a member of the Board. Mr. Bishop will not resign for good reason without first providing us with written notice of the acts or omissions constituting the grounds for good reason within 90 days of the initial existence of the grounds for good reason and a reasonable cure period of not less than 30 days following the date of such notice during which the grounds have not been cured.
Additionally, pursuant to the offer letter agreement, if we terminate Mr. Bishop's employment other than for cause, death, or disability or he resigns for good reason, then, subject to his execution of a consulting agreement and release of claims in our favor that becomes effective and irrevocable within 60 days following his termination of employment, he will receive continuing severance payments for a period of 12 months at a rate equal to the sum of (1) Mr. Bishop's monthly base salary and (2) 1/12th of his target annual bonus as in effect immediately prior to his termination. Such severance payments will begin on the 60th day following his termination of employment and will be payable pursuant to our standard payroll practices, provided that, if we experience a change in control, any then unpaid severance payments will be paid to Mr. Bishop in a lump sum on the later of the date of the change in control or the 60th day following Mr. Bishop's termination of employment, subject to the terms and conditions of the offer letter agreement and Section 409A of the Internal Revenue Code of 1986 (the "Code").
Pursuant to the offer letter agreement, if Mr. Bishop's employment is terminated for any reason except for cause, or if he resigns for good reason, then Mr. Bishop or, in the event of his death, Mr. Bishop's beneficiaries will be entitled to receive any earned but unpaid bonus for the year prior to the year of termination and a pro rata bonus for the year of termination.
As an incentive to induce Mr. Bishop to join us, we provided him a sign-on bonus of $35,000 in 2013.
In the event any payment to Mr. Bishop pursuant to his offer letter agreement would be subject to the excise tax imposed by Section 4999 of the Code as a result of a payment being classified as a parachute payment under Section 280G of the Code, Mr. Bishop will receive such payment as would entitle him to receive the greatest after-tax benefit, even if it means that we pay him a lower aggregate payment so as to eliminate the potential excise tax imposed by Section 4999 of the Code.
Terms and Conditions of Offer Letter for Robert Azelby
We entered into an offer letter agreement on September 28, 2015 with Mr. Azelby, our executive vice president, chief commercial officer. Mr. Azelby commenced his employment with us in November 2015. The offer letter agreement has no specific term and constitutes at-will employment. Mr. Azelby's current annual base salary is $427,450, an increase of 3% from his 2016 base salary of $415,000, and his annual target bonus is equal to 40% of his annual base salary. Mr. Azelby is eligible to participate in employee benefit plans maintained from time to time by us of general applicability to other employees.
In connection with Mr. Azelby's commencement of employment in November 2015, we granted him an option to purchase 200,000 shares of our common stock with an exercise price equal to the fair market value of our common stock on the date of grant. This option vests as to 25% of the shares of our common stock subject thereto on the first anniversary of his employment start date, with the remaining shares vesting in a series of 36 successive equal monthly installments thereafter, subject to his continued employment with us on each vesting date. We also granted him an RSU award that may be settled for 38,640 shares of our common stock. This RSU award is vests in full on the first anniversary of his employment start date, subject to his continued employment with us on the vesting date. Both awards were granted under our 2014 Equity Incentive Plan.
Pursuant to the offer letter agreement, if Mr. Azelby's employment is terminated other than for "cause," death, or disability, or he resigns for "good reason," in each case, upon or within the period that is three months prior to or 12 months

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following a change in control, as defined in our 2014 Equity Incentive Plan, then, subject to his execution of a release of claims in our favor that becomes effective and irrevocable within 60 days following his termination of employment, the option award and RSU award described in the preceding paragraph will vest in full as of the later of (1) the change in control or (2) Mr. Azelby's termination of employment, as applicable.
As defined in Mr. Azelby's offer letter agreement, "cause" means (1) a willful act of dishonesty made by Mr. Azelby in connection with his responsibilities as an employee; (2) Mr. Azelby's conviction of, or plea of nolo contendere to, a felony or any crime involving fraud, embezzlement or any other act of moral turpitude, or a material violation of federal or state law by Mr. Azelby that the Board reasonably determines has had or will have a material detrimental effect on our reputation or business; (3) Mr. Azelby's gross misconduct; (4) Mr. Azelby's willful and material unauthorized use or disclosure of any proprietary information or trade secrets of us or any other party to whom he owes an obligation of nondisclosure as a result of his relationship with us; (5) Mr. Azelby's willful breach of any material obligations under any written agreement or covenant with us; or (6) Mr. Azelby's continued substantial failure to perform his employment duties other than as a result of his physical or mental incapacity, after he has received a written demand of performance from the Board that specifically sets forth the factual basis for the its determination that Mr. Azelby has not substantially performed his duties and has failed to cure such non-performance to the Board's reasonable satisfaction within 30 business days after receiving such notice. For purposes of this paragraph, no act or failure to act shall be considered willful unless it is done in bad faith and without reasonable intent that the act or failure to act was in the best interest of us. Any act, or failure to act, based upon authority or instructions given to Mr. Azelby pursuant to a resolution duly adopted by the Board or based on the advice of counsel for us will be conclusively presumed to be done or omitted to be done by Mr. Azelby in good faith and in the best interest of us.
As defined in Mr. Azelby's offer letter agreement, "good reason" means Mr. Azelby's resignation within 30 days following expiration of any cure period as discussed below and following the occurrence of one or more of the following, without Mr. Azelby's written consent: (1) a material reduction in his base salary; (2) a material diminution of his duties, responsibilities or reporting lines; (3) a change in the location of his employment of more than 50 miles; (4) our material breach of the terms of Mr. Azelby's offer letter agreement or any other material written agreement between Mr. Azelby and us. Mr. Azelby will not resign for good reason without first providing us with written notice of the acts or omissions constituting the grounds for good reason within 90 days of the initial existence of the grounds for good reason and a reasonable cure period of not less than 30 days following the date of such notice during which the grounds have not been cured.
Additionally, pursuant to his offer letter agreement, if we terminate Mr. Azelby's employment other than for cause, death, or disability or he resigns for good reason, then, subject to his execution of a consulting agreement, if desired by Juno, to provide transition services for a period of up to nine months and his execution of a release of claims in our favor that becomes effective and irrevocable within 60 days following his termination of employment, Mr. Azelby is entitled to receive (1) continuing payments of Mr. Azelby's then-current base salary for a period of twelve months commencing on the 60th day following his termination of employment, payable pursuant to our standard payroll practices, (2) a pro-rated bonus for the partial year served prior to termination, and (3) reimbursement of premiums to maintain group health insurance continuation benefits pursuant to "COBRA" for Mr. Azelby and his eligible dependents for up to nine months.
We also agreed to reimburse Mr. Azelby for certain relocation expenses associated with his relocation to Seattle, subject to repayment obligations under certain specified circumstances. Mr. Azelby's offer letter also provides for reimbursement of federal income taxes arising from the reimbursement of his relocation expenses.
As an incentive for Mr. Azelby to join us, we provided him a sign-on bonus of $800,000, subject to repayment obligations under certain specified circumstances.
Terms and Conditions of Offer Letter for Bernard J. Cassidy
We entered into an offer letter agreement on January 1, 2014 with Mr. Cassidy, our general counsel and corporate secretary. The offer letter agreement has no specific term and constitutes at-will employment. Mr. Cassidy's current annual base salary is $390,000, a 8.18% increase from his 2016 base salary of $360,500. Mr. Cassidy's current annual target bonus is 40% of his annual base salary. Mr. Cassidy is eligible to participate in employee benefit plans maintained from time to time by us of general applicability to other employees.
In connection with Mr. Cassidy's commencement of employment, we granted him 125,000 shares of restricted common stock subject to time-based vesting. Prior to vesting, all of Mr. Cassidy's restricted shares are subject to forfeiture upon Mr. Cassidy's termination of service for any reason. Mr. Cassidy's restricted shares are scheduled to vest, subject to his continued service, as to 25% of the shares on January 6, 2015, and the remaining 75% of shares will vest in equal monthly installments over the following three years.

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If we terminate Mr. Cassidy's employment other than for "cause," death, or disability or if he resigns for "good reason" as defined in his offer letter agreement, then, subject to his execution of a consulting agreement to provide reasonable transition services and a release of claims in our favor that becomes effective and irrevocable within 60 days following his termination of employment, Mr. Cassidy is entitled to receive (1) continuing payments of Mr. Cassidy's then-current base salary for a period of nine months following his termination of employment, payable pursuant to our standard payroll practices, and (2) reimbursement of premiums to maintain group health insurance continuation benefits pursuant to "COBRA" for Mr. Cassidy and his eligible dependents for up to six months. Additionally, if Mr. Cassidy's employment is terminated other than for "cause," death, or disability, or he resigns for "good reason," in each case, upon or within the period that is three months prior to or 12 months following a change in control, as defined in our 2013 Equity Incentive Plan, then, subject to his execution of a release of claims in our favor that becomes effective and irrevocable within 60 days following his termination of employment, 100% of the restricted shares subject to his initial restricted common stock grant will vest as of the later of (1) the change in control or (2) Mr. Cassidy's termination of employment, as applicable.
As defined in Mr. Cassidy's offer letter agreement, "cause" means (1) a willful and material act of dishonesty made by Mr. Cassidy in connection with his responsibilities as an employee; (2) Mr. Cassidy's conviction of, or plea of nolo contendere to, a felony or any crime involving fraud, embezzlement or any other act of moral turpitude, or a material violation of federal or state law by Mr. Cassidy that the Board reasonably determines has had or will have a detrimental effect on our reputation or business; (3) Mr. Cassidy's gross misconduct; (4) Mr. Cassidy's willful and material unauthorized use or disclosure of any proprietary information or trade secrets of us or any other party to whom he owes an obligation of nondisclosure as a result of his relationship with us; (5) Mr. Cassidy's willful breach of any material obligations under any written agreement or covenant with us; or (6) Mr. Cassidy's continued substantial failure to perform his employment duties, other than as a result of his physical or mental incapacity, after he has received a written demand of performance from the Board that specifically sets forth the factual basis for the its determination that Mr. Cassidy has not substantially performed his duties and has failed to cure such non-performance to the Board's reasonable satisfaction within 10 business days after receiving such notice. For purposes of this paragraph, no act or failure to act shall be considered willful unless it is done in bad faith and without reasonable intent that the act or failure to act was in the best interest of Juno. Any act, or failure to act, based upon authority or instructions given to Mr. Cassidy pursuant to a resolution duly adopted by the Board or based on the advice of counsel for Juno will be conclusively presumed to be done or omitted to be done by Mr. Cassidy in good faith and in the best interest of us.
As defined in Mr. Cassidy's offer letter agreement, "good reason" means Mr. Cassidy's resignation within 30 days following expiration of any cure period as discussed below and following the occurrence of one or more of the following, without Mr. Cassidy's written consent: (1) a material reduction in his base salary; (2) a material diminution of his duties, responsibilities, or reporting lines; (3) a change in the location of his employment of more than 50 miles; or (4) our material breach of the terms of Mr. Cassidy's offer letter agreement. Mr. Cassidy will not resign for good reason without first providing us with written notice of the acts or omissions constituting the grounds for good reason within 90 days of the initial existence of the grounds for good reason and a reasonable cure period of not less than 30 days following the date of such notice during which the grounds have not been cured.
Pursuant to Mr. Cassidy's offer letter agreement, we also agreed to reimburse him for certain relocation expenses associated with his relocation to Seattle.
Terms and Conditions of Offer Letter for Steven D. Harr, M.D.
We entered into an offer letter agreement on April 3, 2014 with Dr. Harr, our chief financial officer and head of corporate development. The offer letter agreement has no specific term and constitutes at-will employment. Dr. Harr's current annual base salary is $424,360, a 3% increase from his 2016 base salary of $412,000. Dr. Harr's current annual target bonus is 40% of his annual base salary. Dr. Harr is eligible to participate in employee benefit plans maintained from time to time by us of general applicability to other employees.
In connection with Dr. Harr's commencement of employment, we granted him 800,000 shares of restricted common stock subject to time-based vesting. The restricted shares were granted pursuant to our 2013 Equity Incentive Plan. Prior to vesting, all of Dr. Harr's restricted shares are subject to forfeiture upon Dr. Harr's termination of service for any reason. Dr. Harr's restricted shares are scheduled to vest, subject to his continued service, as to 25% of such shares on April 22, 2015, and the remaining 75% of the shares will vest in equal monthly installments over three years following such date. If, on or prior to April 22, 2017, we experience a "change in control," as defined in our 2013 Equity Incentive Plan, and Dr. Harr remains an employee through the date of such change in control, (1) all but 200,000 of the restricted shares will fully accelerate and become vested, and (2) the monthly vesting of the remaining 200,000 restricted shares will be suspended, and such shares will vest on the 12 month anniversary of such change in control, provided Dr. Harr remains an employee of us or our successor corporation through such date.

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Pursuant to the offer letter agreement, if Dr. Harr's employment is terminated other than for "cause," death, or disability, or he resigns for "good reason," in each case, upon or within the period that is three months prior to or 12 months following a change in control, as defined in our 2013 Equity Incentive Plan, then, subject to his execution of a release of claims in our favor that becomes effective and irrevocable within 60 days following his termination of employment, 100% of the restricted shares will vest as of the later of (1) the change in control or (2) Dr. Harr's termination of employment, as applicable.
As defined in Dr. Harr's offer letter agreement, "cause" means (1) a willful and material act of dishonesty made by Dr. Harr in connection with his responsibilities as an employee; (2) Dr. Harr's conviction of, or plea of nolo contendere to, a felony or any crime involving fraud, embezzlement or any other act of moral turpitude, or a material violation of federal or state law by Dr. Harr that the Board reasonably determines has had or will have a detrimental effect on our reputation or business; (3) Dr. Harr's gross misconduct; (4) Dr. Harr's willful and material unauthorized use or disclosure of any proprietary information or trade secrets of us or any other party to whom he owes an obligation of nondisclosure as a result of his relationship with us; (5) Dr. Harr's willful breach of any material obligations under any written agreement or covenant with us; or (6) Dr. Harr's continued substantial failure to perform his employment duties other than as a result of his physical or mental incapacity, after he has received a written demand of performance from the Board that specifically sets forth the factual basis for the its determination that Dr. Harr has not substantially performed his duties and has failed to cure such non-performance to the Board's reasonable satisfaction within 10 business days after receiving such notice. For purposes of this paragraph, no act or failure to act shall be considered willful unless it is done in bad faith and without reasonable intent that the act or failure to act was in the best interest of us. Any act, or failure to act, based upon authority or instructions given to Dr. Harr pursuant to a resolution duly adopted by the Board or based on the advice of counsel for us will be conclusively presumed to be done or omitted to be done by Dr. Harr in good faith and in the best interest of us.
As defined in Dr. Harr's offer letter agreement, "good reason" means Dr. Harr's resignation within 30 days following expiration of any cure period as discussed below and following the occurrence of one or more of the following, without Dr. Harr's written consent: (1) a material reduction in his base salary; (2) a material diminution of his duties, responsibilities or reporting lines; (3) a change in the location of his employment of more than 50 miles; (4) our material breach of the terms of Dr. Harr's offer letter agreement or any other material written agreement between Dr. Harr and us. Dr. Harr will not resign for good reason without first providing us with written notice of the acts or omissions constituting the grounds for good reason within 90 days of the initial existence of the grounds for good reason and a reasonable cure period of not less than 30 days following the date of such notice during which the grounds have not been cured.
Additionally, pursuant to the offer letter agreement, if we terminate Dr. Harr's employment other than for cause, death, or disability or he resigns for good reason, then, subject to his execution of a consulting agreement to provide transition services for a period of nine months and release of claims in our favor that becomes effective and irrevocable within 60 days following his termination of employment, Dr. Harr is entitled to receive (1) continuing payments of Dr. Harr's then-current base salary for a period of nine months commencing on the 60th day following his termination of employment, payable pursuant to our standard payroll practices, and (2) reimbursement of premiums to maintain group health insurance continuation benefits pursuant to "COBRA" for Dr. Harr and his eligible dependents for up to six months.
Pursuant to Dr. Harr's offer letter agreement, we also agreed to reimburse him for certain relocation expenses associated with his relocation to Seattle.
Terms and Conditions of Offer Letter for Hyam Levitsky, M.D.
We entered into an offer letter agreement on May 27, 2015 with Dr. Levitsky, our executive vice president, research, and chief scientific officer. The offer letter agreement has no specific term and constitutes at-will employment. Dr. Levitsky's current annual base salary is $424,360, a 3% increase from his 2016 base salary of $412,000, and his annual target bonus is equal to 40% of his annual base salary. Dr. Levitsky is eligible to participate in employee benefit plans maintained from time to time by us of general applicability to other employees.
In connection with Dr. Levitsky's commencement of employment, we granted him an option to purchase 175,000 shares of our common stock with an exercise price equal to the fair market value of our common stock on the date of grant. This option vested as to 25% of the shares of our common stock subject thereto on the first anniversary of his employment start date, with the remaining shares vesting in a series of 36 successive equal monthly installments thereafter, subject to his continued employment with us on each vesting date. We also granted him an RSU award that may be settled for 145,000 shares of our common stock. This RSU award vested with respect to 47,500 shares of our common stock on the first anniversary of his employment start date, with the remaining shares vesting in three equal annual installments thereafter on the subsequent anniversaries of his employment start date, subject to his continued employment with us on each vesting date. Both awards were granted under our 2014 Equity Incentive Plan.

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Pursuant to Dr. Levitsky's offer letter agreement, if we terminate Dr. Levitsky's employment other than for cause, death, or disability or he resigns for good reason, then, subject to his execution of a consulting agreement, if desired by Juno, to provide transition services for a period of up to nine months and his execution of a release of claims in our favor that becomes effective and irrevocable within 60 days following his termination of employment, Dr. Levitsky is entitled to receive (1) continuing payments of Dr. Levitsky's then-current base salary for a period of twelve months commencing on the 60th day following his termination of employment, payable pursuant to our standard payroll practices, (2) a pro-rated bonus for the partial year served prior to termination, and (3) reimbursement of premiums to maintain group health insurance continuation benefits pursuant to "COBRA" for Dr. Levitsky and his eligible dependents for up to nine months.
The terms "cause" and "good reason" as used in Dr. Levitsky's offer letter agreement have the same meanings as such terms have in Mr. Azelby's offer letter agreement, which is summarized above.
Dr. Levitsky will not resign for good reason without first providing us with written notice of the acts or omissions constituting the grounds for good reason within 90 days of the initial existence of the grounds for good reason and a reasonable cure period of not less than 30 days following the date of such notice during which the grounds have not been cured.
We also agreed to reimburse Dr. Levitsky for certain relocation expenses associated with his relocation to Seattle, subject to repayment obligations under certain specified circumstances, and legal expenses incurred by him in connection with obtaining legal advice related to his potential employment with Juno. Dr. Levitsky's offer letter agreement also provides for reimbursement of federal income taxes arising from the reimbursement of his relocation expenses. In May 2016, we amended the offer letter to incorporate the terms of our relocation policy that was adopted after Dr. Levitsky joined Juno, to extend Dr. Levitsky's relocation deadline, to provide for a tax gross up for certain of the relocation reimbursements, to extend the period during which Dr. Levitsky may have repayment obligations under certain specified circumstances, and to provide for an allowance to assist with expenses for placing his former home on the market.
As an incentive for Dr. Levitsky to join us, we provided him a sign-on bonus of $500,000, subject to repayment obligations under certain specified circumstances.
Change in Control and Severance Plan
On November 4, 2015, our Board adopted the Change in Control and Severance Plan, applicable to our employees with a job level of vice president and above, including our CEO and other executive officers. Such persons are eligible to participate to the extent they each timely and properly execute and deliver a participation agreement under the Change in Control and Severance Plan. Each of our Named Executive Officers participates in the Change in Control and Severance Plan.
Under the Change in Control and Severance Plan, for the period commencing from the closing of a "change in control" until 12 months following a change in control (the "change in control period") if any plan participant is terminated for any reason other than "cause," death, or disability, or a plan participant voluntarily resigns for "good reason," the plan participant would be entitled to receive severance benefits. Upon the occurrence of such an event, each plan participant is entitled to receive the severance benefits set forth in the table below, provided that such benefits are more favorable than the plan participant would be entitled to receive under his or her employment contract with Juno: 
Class of Participant
 
Salary Severance (1)
 
Bonus Severance (2)
 
Continued
Benefits (3)
 
Equity Award Vesting
Acceleration (4)
CEO
 
24 months
 
Greater of (1) 100% of pro-rated annual target bonus and (2) actual achievement as of date of termination
 
24 months
 
100% of unvested and outstanding equity awards
 
 
 
 
 
 
 
 
 
Executive Officers
 
12 months
 
Greater of (1) 100% of pro-rated annual target bonus and (2) actual achievement as of date of termination
 
12 months
 
100% of unvested and outstanding equity awards
 
 
 
 
 
 
 
 
 
All Other Participants
 
9 months
 
Greater of (1) 100% of pro-rated annual target bonus and (2) actual achievement as of date of termination
 
9 months
 
100% of unvested and outstanding equity awards
  ____________________
(1)
Salary severance will be equal to the number of months of the plan participant's base salary as set forth in the table above, payable in a lump sum.

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(2)
Bonus severance will be equal to the greater of (a) 100% of the plan participant's target bonus amount for the fiscal year of termination, pro-rated based on the proportion of the then-current fiscal year served through the date of termination, and (b) actual achievement against target objectives as of the date of termination.
(3)
Continued benefits will consist of Juno's reimbursement of the plan participant's premium payments to continue health coverage under COBRA, or a taxable lump sum payment in lieu of reimbursement, as applicable, for a period of time with a maximum duration equal to the number of months set forth in the table above.
(4)
Equity award vesting acceleration will apply to all unvested and outstanding Juno equity awards held by the plan participant on the date of termination that were granted on or after November 4, 2015.
Additionally, with respect to any unvested equity award granted after November 4, 2015 that is held by a plan participant who remains a service provider of Juno through the closing of a change in control, 25% of the unvested shares subject to such award will become vested and exercisable immediately prior to the change in control. Further, if any unvested equity award is not assumed by the acquirer as part of the transaction, all of the unvested shares subject to such award will become vested and exercisable immediately prior to the change in control.
Further, under the Change in Control and Severance Plan, if, outside the change in control period, any plan participant is terminated for any reason other than cause, death, or disability, the plan participant would be entitled to receive severance benefits. Upon the occurrence of such an event, each plan participant is entitled to receive the severance benefits set forth in the table below, provided that such benefits are more favorable than the plan participant would be entitled to receive under his or her employment contract with Juno:
Class of Participant
  
Salary Severance (1)
  
Bonus Severance (2)
  
Continued Benefits (3)
CEO
  
12 months
  
Greater of (1) 100% of pro-rated annual target bonus and (2) actual achievement as of date of termination
  
12 months
 
 
 
 
Executive Officers
  
12 months
  
Greater of (1) 100% of pro-rated annual target bonus and (2) actual achievement as of date of termination
  
12 months
 
 
 
 
All Other Participants
  
9 months
  
Greater of (1) 100% of pro-rated annual target bonus and (2) actual achievement as of date of termination
  
9 months
  ____________________
(1)
Salary severance will consist of continuing payments of the plan participant's base salary for the number of months set forth in the table above.
(2)
Bonus severance will be equal to the greater of (a) 100% of the plan participant's target bonus amount for the fiscal year of termination, pro-rated based on the proportion of the then-current fiscal year served through the date of termination, and (b) actual achievement against target objectives as of the date of termination.
(3)
Continued benefits will consist of Juno's reimbursement of the plan participant's premium payments to continue health coverage under COBRA, or a taxable lump sum payment in lieu of reimbursement, as applicable, for a period of time with a maximum duration equal to the number of months set forth in the table above.
Pursuant to the Change in Control and Severance Plan, in order to receive the severance benefits, each plan participant must (1) comply with certain confidentiality, non-solicitation, non-competition, and non-disparagement requirements for a period equal to the length of time that the participant continues to receive severance benefits, and (2) sign and not revoke a release of claims in Juno's favor within the timeframe set forth in the Change in Control and Severance Plan.
The Change in Control and Severance Plan may not be amended in a manner that materially diminishes the rights of a plan participant under the Change in Control and Severance Plan without the plan participant's written consent.
As defined in the Change in Control and Severance Plan, "cause" means (1) an act of dishonesty made by the plan participant in connection with the plan participant's responsibilities as an employee, (2) the plan participant's conviction of, or plea of nolo contendere to, a felony or any crime involving fraud, embezzlement or any other act of moral turpitude, or a material violation of federal or state law by plan participant Juno's reputation or business; (3) the plan participant's gross misconduct; (4) the plan participant's willful and material unauthorized use or disclosure of any proprietary information or trade secrets of Juno or any other party to whom the plan participant owes an obligation of nondisclosure as a result of the plan participant's relationship with Juno; (5) the plan participant's willful breach of any material obligations under any written agreement or covenant with Juno; or (6) the plan participant's continued substantial failure to perform the plan participant's employment duties (other than as a result of the plan participant's physical or mental incapacity) after the plan participant has received a written demand of performance from our Board (or in the case of plan participants other than the executive officers and the CEO, from the CEO) that specifically sets forth the factual basis for the Board's (or in the case of plan participants other than the executive officers and the CEO, the CEO's) determination that the plan participant has not substantially

49


performed the plan participant's duties and has failed to cure such non-performance to the Board's (or in the case of plan participants other than the executive officers and the CEO, the CEO's) reasonable satisfaction within 30 business days after receiving such notice. No act or failure to act shall be considered willful unless it is done in bad faith and without reasonable intent that the act or failure to act was in the best interest of Juno or required by law. Any act, or failure to act, based upon authority or instructions given to the plan participant pursuant to a resolution duly adopted by our Board (or in the case of plan participants other than the executive officers and the CEO, a direct instruction from the CEO) or based on the advice of counsel for Juno will be conclusively presumed to be done or omitted to be done by the plan participant in good faith and in the best interest of Juno.
As defined in the Change in Control and Severance Plan, "change in control" means: (1) the acquisition by any person of more than 50% of the total voting power of Juno's then outstanding voting securities; (2) a change in the Board's composition during any 12 month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election; or (3) the acquisition of any person of 50% or more of Juno's assets by total gross fair market value over a 12 month period.
As defined in the Change in Control and Severance Plan, "good reason" means the plan participant's resignation within 3 months following the end of the "cure period," without the plan participant's express written consent, of one or more of the following: (1) a material reduction by Juno in the plan participant's base pay; (2) a material diminution of the plan participant's authority, duties, or responsibilities relative to the plan participant's authority, duties, or responsibilities in effect immediately prior to such reduction; (3) a change in the location of the plan participant's employment of more than 50 miles; or (4) Juno's material breach of the terms of any material written agreement or covenant with the plan participant related to the plan participant's provision of services to Juno. In order for an event to qualify as good reason, the plan participant must not terminate employment with Juno without first providing us with written notice of the acts or omissions constituting the grounds for "good reason" within 3 months of the initial existence of the grounds for "good reason" and a reasonable cure period of 30 days following the date of written notice, and such grounds must not have been cured during such time.

50


Estimated Payments Upon Termination or Change in Control
The following table provides information concerning the estimated payments and benefits that would be provided in the circumstances described below for each of our Named Executive Officers. Payments and benefits are estimated assuming that the triggering event took place on the last business day of fiscal 2016 (December 31, 2016), and the price per share of our common stock is the closing price on The NASDAQ Global Select Market as of that date ($18.85). There can be no assurance that a triggering event would produce the same or similar results as those estimated below if such event occurs on any other date or at any other price, of if any other assumption used to estimate potential payments and benefits is not correct. Due to the number of factors that affect the nature and amount of any potential payments or benefits, any actual payments and benefits may be different. 
 
 
 
 
Potential Payments Upon 
 
 
 
 
 
 
Involuntary Termination 
Name
 
Type of Benefit (1)
 
Change in Control Only
($)
(2)
 
Not in Connection with a Change in Control
($)
(3) 
 
In Connection with a Change in Control
($)
(4) 
Hans E. Bishop
 
Salary Severance Payments (5)
 
$

 
$
500,000

 
$
1,000,000

 
 
Bonus Severance Payment (6)
 

 
250,000

 
250,000

 
 
Vesting Acceleration (7)
 
16,001,996

 

 
16,001,996

 
 
Continued Coverage of COBRA Benefits (8)
 

 
13,544

 
27,087

 
 
Total Termination Benefits (9):
 
16,001,996

 
763,544

 
17,279,083

 
 
 
 
 
 
 
 
 
Robert Azelby
 
Salary Severance Payments (5)
 

 
415,000

 
415,000

 
 
Bonus Severance Payment (6)
 

 
166,000

 
166,000

 
 
Vesting Acceleration (10)
 
47,125

 

 
188,500

 
 
Continued Coverage of COBRA Benefits (8)
 

 
19,254

 
19,254

 
 
Total Termination Benefits (9):
 
47,125

 
600,254

 
788,754

 
 
 
 
 
 
 
 
 
Bernard J. Cassidy
 
Salary Severance Payments (5)
 

 
360,500

 
360,500

 
 
Bonus Severance Payment (6)
 

 
144,200

 
144,200

 
 
Vesting Acceleration (7)
 

 

 
1,061,047

 
 
Continued Coverage of COBRA Benefits (8)
 

 
19,254

 
19,254

 
 
Total Termination Benefits (9):
 

 
523,954

 
1,585,001

 
 
 
 
 
 
 
 
 
Steven D. Harr, M.D.
 
Salary Severance Payments (5)
 

 
412,000

 
412,000

 
 
Bonus Severance Payment (6)
 

 
164,800

 
164,800

 
 
Vesting Acceleration (7)
 
1,256,767

 

 
5,026,767

 
 
Continued Coverage of COBRA Benefits (8)
 

 
19,254

 
19,254

 
 
Total Termination Benefits (9):
 
1,256,767

 
596,054

 
5,622,821

 
 
 
 
 
 
 
 
 
Hyam Levitsky, M.D.
 
Salary Severance Payments (5)
 

 
412,000

 
412,000

 
 
Bonus Severance Payment (6)
 

 
164,800

 
164,800

 
 
Vesting Acceleration
 

 

 

 
 
Continued Coverage of COBRA Benefits (8)
 

 
19,254

 
19,254

 
 
Total Termination Benefits (9):
 

 
596,054

 
596,054

  ____________________
(1)
Reflects the terms of: (a) the Change in Control and Severance Plan described above; (b) the offer letter agreements between us and our Named Executive Officers described above; and (c) equity award grant agreements between us and our Named Executive Officers for the equity grants included in the Outstanding Equity Awards at 2016 Fiscal Year End table above. On December 31, 2016, each of the Named Executive Officers in the table above were participants in the Change In Control Severance Plan and party to an offer letter agreement. Pursuant to the Change in Control and Severance Plan, any severance payment or benefit provided under the Change in Control and Severance Plan is reduced

51


by the value of any corresponding payment or benefit provided under the Named Executive Officer's applicable offer letter agreement or equity award agreements.
(2)
Reflects the terms of: (a) the Change in Control and Severance Plan described above; (b) the offer letter agreements between us and our Named Executive Officers described above; (c) the stock option agreement for Mr. Bishop's September 2014 option award; and (d) the restricted stock award agreements for Mr. Bishop's and Dr. Harr's restricted stock awards. "Change in control" has the same meaning in the applicable offer letter agreement and the aforementioned stock option award agreement and restricted stock award agreements as it does in our 2013 Equity Incentive Plan: (a) the acquisition by any person of more than 50% of the total voting power of Juno's then outstanding voting securities; (b) a change in the Board's composition during any 12 month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election; or (c) the acquisition of any person of 50% or more of Juno's assets by total gross fair market value over a 12 month period.
(3)
Except as indicated below, reflects the terms of the Change in Control and Severance Plan. Under the Change in Control and Severance Plan, these severance benefits are not triggered if employment termination occurs due to cause, death or disability or if the Named Executive Officer resigns for any reason.

Each Named Executive Officer's offer letter agreement provides for continuing payments of salary severance if the Named Executive Officer resigns for "good reason," as defined in the applicable offer letter agreement. Each Named Executive Officer's offer letter agreement provides for 12 months of salary severance, except for the offer letter agreements of Dr. Harr and Mr. Cassidy, which provide for only nine months of salary severance. However, the table above assumes that salary severance will be triggered under the Change in Control and Severance Plan.

The offer letter agreements of Messrs. Bishop and Azelby and Dr. Levitsky provide for the payment of bonus severance if the Named Executive Officer resigns for "good reason," as defined in the applicable offer letter agreement. Mr. Bishop's offer letter agreement provides for the payment of Mr. Bishop's target bonus in 12 monthly installment payments. The offer letter agreements of Messrs. Bishop and Azelby and Dr. Levitsky provide for a lump sum payment of any earned but unpaid bonus for the year prior to the year of termination and a pro-rated bonus for the year of termination. However, the table above assumes that bonus severance will be triggered under the Change in Control and Severance Plan.

The offer letter agreements of Drs. Harr and Levitsky and Messrs. Azelby and Cassidy provide for Juno's payment of the Named Executive Officer's COBRA premiums if the Named Executive Officer resigns for "good reason," as defined in the applicable offer letter agreement. Mr. Cassidy's and Dr. Harr's offer letter agreements provide for up to six months of COBRA benefits, whereas the offer letter agreements of Dr. Levitsky and Mr. Azelby provide for up to nine months of COBRA benefits. However, the table above assumes that COBRA benefits will be triggered under the Change in Control and Severance Plan.
(4)
Except as indicated below, reflects the terms of the Change in Control and Severance Plan, which provides that a triggering termination may occur within the 12 month period following a change in control. Under the Change in Control and Severance Plan, these severance benefits are not triggered if employment termination occurs due to cause, death or disability or if the Named Executive Officer resigns without good reason.

The vesting acceleration of Messrs. Bishop, Azelby, and Cassidy and Dr. Harr is provided for by (a) the applicable Named Executive Officer's offer letter agreement; (b) the stock option agreements for Mr. Bishop's and Mr. Cassidy's September 2014 option awards; and (c) the restricted stock award agreements for Messrs. Bishop's and Cassidy's and Dr. Harr's restricted stock awards. Pursuant to the offer letter agreements and the aforementioned stock option and restricted stock award agreements, the triggering termination may occur within the period that begins three months prior to a change in control and ends 12 months following a change in control. Under the offer letter agreements and the aforementioned stock option and restricted stock award agreements, the vesting acceleration is not triggered if employment termination occurs due to cause, death, or disability or if the Named Executive Officer resigns without good reason. 
(5)
Salary severance payments not in connection with a change in control are payable in installments in accordance with Juno's normal payroll schedule. Salary severance payments in connection with a change in control are payable in lump sum.
(6)
Bonus severance payments are payable in lump sum, except as otherwise indicated in footnote (3).
(7)
Reflects both stock options and restricted stock awards. Stock option awards where the exercise price is greater than $18.85 have been excluded. For stock options, aggregate market value is computed by multiplying the product of (a) the number of unvested shares accelerating as of December 31, 2016, by the sum of (b) (i) $18.85 less (ii) the option's exercise price. For restricted stock awards, aggregate market value is computed by multiplying (a) the number of unvested shares accelerating as of December 31, 2016, by (b) $18.85.
(8)
Assumes a lump sum payment based on the estimated premiums for COBRA continuation coverage.

52


(9)
In the event that the severance and other benefits provided would be subject to excise taxes imposed by Section 280G and Section 4999 of the Internal Revenue Code, such amount will either be delivered in full or reduced so as not to be subject to excise taxation, whichever amount is higher, pursuant to the terms of the Change in Control and Severance Plan.
(10)
Reflects RSU awards. A stock option award where the exercise price is greater than $18.85 has been excluded. For RSUs, aggregate market value is computed by multiplying (a) the number of unvested units accelerating as of December 31, 2016, by (b) $18.85.
Equity Compensation Plan Information
The following table provides certain information as of December 31, 2016, with respect to all of our equity compensation plans in effect on that date.
Plan Category
 
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights
 
Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights
 
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans
Equity Compensation Plans Approved by Stockholders (1)
 
8,847,730

(2) 
 
$
30.28

(3) 
 
11,509,591

(4) 
Equity Compensation Plans Not Approved by Stockholders
 

 
 

 
 

 
 
 
8,847,730

 
 
$
30.28

 
 
11,509,591

 
  ____________________
(1)
Includes the Juno Therapeutics, Inc. 2013 Equity Incentive Plan, 2014 Equity Incentive Plan, and 2014 Employee Stock Purchase Plan. The 2014 Equity Incentive Plan contains an "evergreen" provision, pursuant to which the number of shares of common stock reserved for issuance pursuant to awards under such plan shall be increased on the first day of each year, equal to the lesser of (a) 4.0% of the shares of common stock outstanding on the last day of the immediately preceding fiscal year or (b) such smaller number as is determined by the Board. The 2014 Employee Stock Purchase Plan contains an "evergreen" provision, pursuant to which the number of shares of common stock reserved for issuance under such plan shall be increased on the first day of each year beginning in 2015, equal to the lesser of (a) 1.5% of the shares of stock outstanding (on an as converted basis) on the last day of the immediately preceding fiscal year or (b) such smaller number as is determined by the Board.
(2)
Includes 327,054 shares issuable upon the vesting or settlement of RSU awards outstanding as of December 31, 2016.
(3)
The weighted-average exercise price does not take into account shares issuable upon the vesting or settlement of outstanding RSU awards, which have no exercise price.
(4)
Includes 4,238,385 shares that were available for future issuance as of December 31, 2016 under the 2014 Employee Stock Purchase Plan, which allows eligible employees to purchase shares of common stock with accumulated payroll deductions.

53


REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
The material in this report is not "soliciting material," is not deemed "filed" with the SEC, and is not to be incorporated by reference into any filing of Juno under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that Juno 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 compensation committee has reviewed and discussed with management the Compensation Discussion and Analysis for fiscal year 2016. Based on the review and discussions, the compensation committee recommended to our Board that the Compensation Discussion and Analysis be included in Juno's Proxy Statement for its 2017 Annual Meeting.
This report is submitted by the compensation committee of the Board.
 
Compensation Committee
 
Howard H. Pien, Chairman
 
Robert T. Nelsen
 
 
 
 
 
April 7, 2017

54


INFORMATION ABOUT STOCK OWNERSHIP
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table presents information as to the beneficial ownership of our common stock as of March 31, 2017 for: 
each person, or group of affiliated persons, known by us to beneficially own more than five percent of our common stock;
each Named Executive Officer as set forth in the summary compensation table included in this Proxy Statement;
each of our directors; and
all current executive officers and directors as a group.
Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws where applicable. Shares of our common stock subject to (1) options outstanding as of March 31, 2017 that are currently exercisable or exercisable within 60 days of March 31, 2017, (2) RSU awards outstanding as of March 31, 2017 that are scheduled to vest within 60 days of March 31, 2017, and (3) RSU awards outstanding as of March 31, 2017 that are vested but whose settlement has been deferred to a future date, as deferral would end in the event of termination, are deemed to be outstanding and to be beneficially owned by the person holding the options or RSUs for the purpose of computing the percentage ownership of that person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.
Percentage ownership of our common stock in the table is based on 106,115,081 shares of our common stock issued and outstanding on March 31, 2017. Unless otherwise indicated, the address of each of the individuals and entities named below is c/o Juno Therapeutics, 307 Westlake Avenue North, Suite 300, Seattle, Washington 98109.
 
 
Shares of Common Stock Beneficially Owned (1)
Name of Beneficial Owner
 
Common Stock
 
Options Exercisable or RSUs Vesting within 60 Days, and Deferred Vested RSUs
 
Total Beneficial Ownership
 
Percent
5% Stockholders
 
 
 
 
 
 
 
 
 
 
CL Alaska L.P. and JT Line Partners L.P.
 
17,348,799

(2) 
 

 
 
17,348,799

 
16.35%
Baillie Gifford & Co.
 
11,061,955

(3) 
 

 
 
11,061,955

 
10.42%
ARCH Venture Fund VII, L.P.
 
10,552,390

(4) 
 

 
 
10,552,390

 
9.94%
Celgene
 
10,350,833

(5) 
 

 
 
10,350,833

 
9.75%
Vanguard
 
5,489,900

(6) 
 

 
 
5,489,900