UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
 
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.   )

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Preliminary Proxy Statement

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Soliciting Material Pursuant to §240.14a-12

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Juniper Networks, Inc.​

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ITEMS OF BUSINESS

RECORD DATE

You are entitled to notice of, and to vote at, the Annual Meeting of Stockholders only if you were a Juniper Networks stockholder as of the close of business on March 18, 2022. The Notice of Internet Availability of Proxy Materials will be mailed, and the attached proxy statement is being made available, to our stockholders beginning on or about March 28, 2022.

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Juniper Networks, Inc. Notice of 2022 Annual Meeting and Proxy Statement   ​

Meeting Agenda and Voting Recommendations

We will also consider any other matters that may be properly brought before the 2022 annual meeting of stockholders (and any postponements or adjournments thereof).

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Environmental, Social and Governance Highlights

We continue to believe in the power of a connected world to bring us all closer together, and that when we’re all connected there’s nothing we cannot change for the better. Our mission is to power connections and empower change — to be a responsible global citizen and influence meaningful differences in the world around us. We aim to support our global community of customers, partners and employees.

Applying a management system approach with strong internal governance and Board and executive leadership oversight enables us to align our ESG priorities with our corporate priorities and objectives, as well as our values, which we refer to as the Juniper Way — Be Bold, Build Trust, and Deliver Excellence.

We are proud to be recognized as an employer that has a positive culture for employees to thrive and where we are making a difference in the world around us.

 

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Director Nominees

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

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BOARD OF DIRECTORS

 

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Active Stockholder Engagement

Despite the ongoing COVID-19 pandemic, in 2021 we proactively sought meetings with stockholders who in the aggregate hold over 64% of our shares outstanding, which resulted in Juniper Networks meeting virtually with stockholders who in the aggregate hold approximately 30% of our shares outstanding. For more information on our stockholder engagement efforts, please see the “Stockholder Engagement” section of this proxy statement.

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Corporate Governance Guidelines

Juniper Networks is committed to having sound corporate governance practices and has adopted formal Corporate Governance Standards to enhance our effectiveness implementing these practices. Having such principles is essential to running our business efficiently and maintaining our integrity in the marketplace. A copy of our Corporate Governance Standards is available on our website at
http://investor.juniper.net/investor-relations/corporate-governance/default.aspx.

Code of Business Conduct and Ethics

We have adopted a code of business conduct and ethics applicable to all Juniper Networks employees, officers and directors in compliance with the rules of the SEC and the listing standards of the New York Stock Exchange (the “NYSE”), known as our Worldwide Code of Business Conduct. This Worldwide Code of Business Conduct is publicly available on our website at http://investor.juniper.net/investor-relations/corporate-governance/default.aspx.

You may also obtain free copies of the Corporate Governance Standards and the Worldwide Code of Business Conduct by contacting the Investor Relations Department at our corporate offices by calling 1-408-745-2000 or by sending an e-mail message to investor-relations@juniper.net. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding any amendment to, or waiver from, a provision of our Corporate Governance Standards or our Worldwide Code of Business Conduct by posting such information on our website, at the address and location specified above.

Board Independence

The NYSE’s listing standards and our Corporate Governance Standards provide that a majority of our Board must be “independent.” Under the NYSE’s listing standards, no director will be considered independent unless our Board affirmatively determines that such director has no material relationship with the Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company). Our Board reviews the independence of its members annually. Our Board has determined that, except for Rami Rahim who is an employee of the Company, (i) none of the current directors have a material relationship with Juniper Networks, and (ii) that each of our current director nominees whose names are set forth below in Proposal No. 1 Election of Directors are independent within the meaning of the NYSE director independence standards.

The Board has determined that each of the members of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee of the Board has no material relationship with Juniper Networks and is “independent” within the meaning of the NYSE director independence standards, including in the case of the members of the Audit Committee and the Compensation Committee, which are subject to the heightened “independence” standard required for such committee members set forth in the applicable SEC and NYSE rules. The members of the Compensation Committee are also non-employee directors as defined in Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

In making the determination of the independence of our directors, the Board considered whether there were any transactions between Juniper Networks and entities associated with our directors or members of their immediate families, including transactions involving Juniper Networks, investments in companies in which our directors or their affiliated

 

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entities are stockholders, and payments made to or from companies and entities in the ordinary course of business where our directors or members of their immediate families serve as partners, directors or as a member of the executive management of the other party to the transaction, and did not identify any such transactions.

Board Structure and Committee Composition

Annual Election and Majority Voting Standard

Each director serves for a term expiring at the next annual meeting of stockholders and until the director’s successor is duly elected and qualified, or until the director’s earlier death, resignation or removal. Our bylaws provide that each director nominee must receive the majority of the votes cast with respect to the director’s election (i.e., the number of shares voted “FOR” a director nominee must exceed the number of votes cast “AGAINST” that director nominee). However, in the event that a stockholder has properly nominated a person or persons for election to the Board and such nomination is not timely withdrawn prior to the first mailing of our notice of a meeting where directors are to be elected, then each director nominee shall be elected by a plurality of the votes cast.

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 Corporate Governance Principles and Board Matters​

Proxy Access

The Company’s bylaws provide that under certain circumstances, a stockholder, or group of up to 20 stockholders, who have maintained continuous ownership of at least three percent (3%) of our common stock for at least three years prior to such nomination may nominate and include a specified number of director nominees in our annual meeting proxy statement. The number of stockholder nominated candidates appearing in our proxy statement cannot exceed the greater of two (2) candidates or twenty percent (20%) of the aggregate number of directors then serving on the Board (rounding down). For a description of the process for nominating directors, see the information under the “General Information — Stockholder Proposals and Nominations” section of this proxy statement.

Board Committees

The Board has a standing Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee. The membership and principal function of each of these committees are described below. Each of these committees operates under a written charter adopted by the Board. The charters of these committees are available on Juniper Networks’ website at http://investor.juniper.net/investor-relations/corporate-governance/default.aspx. The Board may add new committees as it deems advisable for purposes of fulfilling its primary responsibilities.

The following table shows all persons who served on the Board, Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee, and the number of Board meetings and committee meetings during 2021:

(1)

The Board has determined that Ms. Gorjanc and Ms. Haugen is each an “audit committee financial expert” within the meaning of the rules promulgated by the SEC.

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Audit Committee

The Audit Committee, among other duties, assists the Board in fulfilling its responsibilities for general oversight of the:

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integrity of the Company’s financial statements;

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compliance with the Company’s legal and regulatory requirements;

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management of the Company’s information security risk program;

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

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performance of the Company’s internal audit function;

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

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performance of the ethics and compliance function.

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The Audit Committee works closely with management as well as our independent registered public accounting firm to fulfill its obligations. In addition, to further strengthen the Audit Committee’s oversight responsibilities, each of the Vice President of Internal Audit and the Vice President and Chief Compliance Officer report directly to the Audit Committee, and the Company’s Chief Accounting Officer meets in executive sessions with the Audit Committee. The Audit Committee

 

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has the authority to receive appropriate funding from the Company for obtaining advice and assistance from outside legal, accounting or other advisors as the Audit Committee deems necessary to carry out its duties.

No member of the Audit Committee may serve on the audit committee of more than three public companies, including the Company, unless the Board determines that such simultaneous service would not impair the ability of such member to effectively serve on the Audit Committee, and discloses such determination in accordance with NYSE requirements.

Compensation Committee

The Compensation Committee discharges the Board’s responsibilities relating to the compensation of our executive officers and Board members as well as our human capital management function, including:

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

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

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

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

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

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conducting an annual compensation risk assessment to consider whether the Company’s incentive compensation policies and programs contain incentives for executive officers to take risks in performing their duties that are reasonably likely to have a material adverse effect on the Company.

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The Compensation Committee also has responsibility for reviewing the overall equity award practices of the Company, including review and approval of the Company’s annual equity budget under the Company’s equity incentive plans and administration of the Company’s equity incentive plans and the employee stock purchase plan. The Compensation Committee has the authority to receive appropriate funding from the Company for obtaining advice and assistance from outside legal, compensation consultants or other advisors as the Compensation Committee deems necessary to carry out its duties.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee:

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

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

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reviews and makes recommendations regarding the composition of the Board;

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

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

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

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attends to and effectively responds to stockholder concerns regarding corporate governance.

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Board Leadership Structure and Role of the Lead Independent Director

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The committee considers the suitability of each director candidate, including the current members of the Board, in light of the current size and composition of the Board. Although the committee does not have a specific policy on diversity, in evaluating the qualifications of the candidates, the committee considers many factors, including issues of character, judgment, independence, age, education, expertise, diversity of experience, length of service, other commitments and ability to serve on committees of the Board, as well as other individual qualities and attributes that contribute to board heterogeneity, including characteristics such as race, gender, cultural background and national origin. The committee believes that a Board with a variety of points of view can help contribute to a more effective decision-making process. When recommending candidates, the committee strives to select candidates that have diverse perspectives, experiences and expertise such that the skill set of each candidate complements those of other directors and nominees to create a balanced Board. The committee evaluates the factors discussed above, among others, and does not assign any particular weighting or priority to any of these factors. While the committee has not established specific minimum qualifications for director candidates, the committee believes that candidates and director nominees must reflect a Board that is comprised of directors who (i) are predominantly independent, (ii) possess high personal and professional ethics and integrity, (iii) have qualifications that will increase overall Board effectiveness, (iv) meet requirements of applicable rules and regulations, such as financial literacy or financial expertise with respect to Audit Committee members, and (v) are willing and able to represent the best interests of all stockholders of the Company.

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

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

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Annual Evaluation of Director Performance

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

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After review and consideration, the committee recommends to the Board director candidates to be nominated by the Board for election to the Board. The Board reviews the committee’s recommendations and approves final nominations.

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In addition to the foregoing process, the committee and the Board also take into consideration the perspectives of stockholders regarding Board composition and corporate governance matters and incorporates those perspectives into its overall identification and selection process.

Management Succession Planning

Our Board believes that the directors and the Chief Executive Officer should collaborate on management succession planning and that the entire Board should be involved in the critical aspects of the succession planning process for our Chief Executive Officer, including establishing selection criteria that reflect our business strategies, identifying and evaluating potential internal candidates, and making key management succession decisions. Management succession is regularly discussed by the directors in Board meetings and in executive sessions of the Board.

In addition, our Board annually conducts a detailed review of the Company’s leadership pipeline, talent strategies and succession plans for key management positions. Directors become familiar with potential successors for key management positions through various means, including the comprehensive annual talent review, Board dinners and presentations, and informal meetings.

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 Corporate Governance Principles and Board Matters​

Board’s Role in Risk Oversight

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

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

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foster a corporate culture of integrity.

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To fulfill its oversight responsibility, the Board also regularly reviews, consults and discusses with management on strategic direction, challenges and risks faced by the Company. It also reviews the Company’s annual and quarterly financial results and forecasts. The Board as a whole and through the various Board committees oversees the Company’s management of material enterprise level risk, focusing primarily on four areas of risk:

The Board has tasked designated committees of the Board with oversight under each of these areas of enterprise level risk management and these committees provide regular reports on the Company’s risk management efforts to the full Board:

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

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

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The Nominating and Corporate Governance Committee assists the Board in fulfilling its oversight responsibilities with respect to the management of strategic risks associated with Board organization, membership and structure, succession planning for our directors and management, and corporate governance, including programs, policies and practices relating to environmental, social, and governance matters applicable to the Company.

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Management is responsible for the direct management and oversight of strategic, operational, compliance, and financial risks, and the Company’s formal program to continually and proactively identify, assess, prioritize and mitigate enterprise risk. Critical risks are managed through cross-functional participation in senior level corporate compliance and the Enterprise Risk Management Committee. The Corporate Compliance Committee focuses on legal and regulatory compliance risks, and the Enterprise Risk Management Committee focuses on operational and strategic risks. Annually, management reviews with the Board a comprehensive assessment of risks for the Company based upon the COSO Integrated Risk Management Framework methodology. In addition, throughout the year, the Chief Executive Officer and other members of senior management review with the Board key strategic and operational issues, opportunities, and risks. Further, both the Board and the Audit Committee receive reports and presentations from management on the Company’s risk mitigation programs and efforts, cybersecurity programs, compliance programs and efforts, investment policy and practices and the results of various internal audit projects.

Cybersecurity Risk Oversight

The Board also oversees the Company’s cybersecurity risk management program as part of its operational risk management responsibilities. In order to respond to the threat of security breaches and cyberattacks, we have developed a program, overseen by the Company’s Chief Information Officer, that is designed to protect and preserve

 

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the confidentiality, integrity and continued availability of information owned by, or in the care of, the Company. This program includes a cyber incident response plan that provides controls and procedures for timely and accurate reporting of any material cybersecurity incident and the maintenance by the Company of insurance coverage to defray the financial losses suffered by the Company in the event of an information security breach. In support of the Board’s oversight of the Company’s cyber risk management program, the Audit Committee receives regular reports from the Chief Information Officer and other senior executives at the Company. In addition, the Board, periodically, and the Audit Committee, regularly, receive updates throughout the year from management about the results of exercises and response readiness assessments led by outside advisors who provide third-party independent assessments of our Company-wide information security strategy and our internal response preparedness. Currently, four of our directors, including two members of our Audit Committee, have cybersecurity expertise.

We have also implemented a robust information security training program that includes, among other things, multiple mandatory trainings for all of our employees, and one surprise test of our employees to confirm employees are implementing best practices learned during the trainings, and specialized trainings developed specifically for employee populations working in areas such as our corporate network or development of our products.

COVID-19 Pandemic Risk Oversight

In response to the ongoing COVID-19 pandemic, the Juniper Crisis Management Team has been following a risk-based and phased approach by aligning with local government guidelines and national government mandates for our operations. Throughout the ongoing COVID-19 pandemic, the Board has overseen our crisis management, policies and cross-functional responses throughout the Company to ensure that we continue to identify and respond to emerging risks and provide meaningful updates to our stakeholders. In particular, through regular updates and communications with management, the Board has actively participated in overseeing the impact of the COVID-19 pandemic on our employees, business operations, and our financial position and results of operations; understanding how management is assessing the impact, and considering the nature and adequacy of management’s responses, including health safeguards, business continuity, internal communications, and infrastructure; and reviewing stakeholder communications plans with management, ensuring effective and transparent communications.

Environmental, Social and Governance Matters

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 Corporate Governance Principles and Board Matters​

ESG Governance

Oversight of our ESG activities, impacts and performance starts with our Board, which believes that operating sustainably is an ongoing priority for the Company. In furtherance of the Board’s oversight of our ESG program:

The Company’s leadership team has ultimate responsibility for our ESG activities. A Corporate Social Responsibility Executive Committee comprised of senior executives representing the various business functions across the Company has been established to support continued focus and alignment within the Company on these important initiatives. This leadership committee directs the overall vision, strategy and execution of our ESG activities, and works to maintain alignment with corporate priorities and objectives, as well as our values, which we refer to as The Juniper Way — Be Bold, Build Trust, and Deliver Excellence.

We utilize an assessment process to help focus our resources and attention on those areas that we believe can most meaningfully impact Juniper and have a meaningful impact beyond Juniper. We maintain an ongoing and inclusive dialogue with our internal and external stakeholders in which we communicate our progress on important topics and collect valuable insights and feedback, which helps us assess both potential risks and opportunities and improve how we manage relevant issues. As part of Juniper’s stakeholder engagement model, Juniper is an active participant in a variety of government and industry organizations, such as the Responsible Business Alliance, Responsible Minerals Initiative, and CDP Supply Chain. Through our memberships, we promote the development and adoption of collaborative approaches in applying leading standards and practices in the Information Communication and Technology sector and throughout the supply chain.

Our ESG Activities

Our ESG priorities are organized into three pillars — Environmental Sustainability, People and Communities, and Corporate Governance. Our efforts within these pillars focus on issues that we believe are most relevant to our business and important to our stakeholders.

 

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2021 ESG Progress and Achievements

We are pleased to share the strides we have made in our ESG activities and performance in our Corporate Social Responsibility Report, which is available at https://www.juniper.net/us/en/company/corporate-responsibility. Our Corporate Social Responsibility Report has been prepared using guidance from the Global Reporting Initiative Sustainability Reporting Guidelines “Core” option and the Sustainability Accounting Standards Board standards. We are proud that our progress has resulted in recognition as one of 2021 America’s Most JUST Companies, and to be awarded a position on the 2021 CDP Climate A List and Supplier Engagement Leaderboard, the Bloomberg Gender Equality Index, and as one of Newsweek America’s Most Responsible Companies for 2022.

Below are a few ESG highlights that demonstrate our commitment to operating sustainably and responsibly:

Climate Action

Our Environmental, Health, Safety, and Security policy outlines our commitments with respect to conducting business in an environmentally responsible way, including a commitment to meet or exceed all applicable environmental, health, safety, and security regulations and a commitment to foster the sustainable use of the earth’s resources as it relates to our products, services, and activities, and to those of our suppliers and customers. As part of our efforts in this regard, we revised our greenhouse gas reduction targets in 2021 and committed to being carbon neutral for our own operations (Scope 1 and Scope 2) by 2025. We continue to focus on energy efficiency, process optimization measures, and clean energy procurement in order to reduce our carbon footprint from our own operations.

The most significant impact to our overall carbon footprint comes from our Scope 3 emissions — activities outside of our own operations such as business travel, employee commuting, our product distribution and use, and emissions resulting from our suppliers’ operations. We believe that strong partnership and communication throughout our supply chain provides us with the greatest opportunity to address our Scope 3 emissions. As part of our Scope 3 emissions management approach, we actively engage with our suppliers and communicate our expectation that they measure, disclose and reduce their greenhouse gas emissions. As a result of our efforts, CDP awarded Juniper a position on the 2021 Climate A List and Supplier Engagement Leaderboard.

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 Corporate Governance Principles and Board Matters​

Inclusion and Diversity

At our core, we believe innovation and excellence depends on seeking out diverse ideas and fostering a culture where all employees belong.

Creating a highly diverse and inclusive workplace, where everyone has a sense of connection and belonging and are treated with respect and validation, starts with transparency and accountability. We are committed to improving inclusivity by being engaged and accountable at the highest level of leadership. Our commitment to this work starts with our Board and carries through to our Chief Executive Officer, our executive officers, and our employees.

We have implemented trainings, sponsorship and development programs, new employee benefits, inclusion activities, and a commitment to pay parity to drive progress. One of the ways Juniper is working to extend the reach of our inclusion and diversity efforts across Juniper globally is through our Inclusion and Diversity Ambassador Program. The ambassadors add new perspectives to the corporate team, raise awareness about inclusion and diversity policies and activities, and champion respect inclusion and diversity in the workplace. The first cohort of ambassadors included representatives from seven countries and hosted roundtable discussions about the impacts of COVID-19 on families and caregivers, which we believe helped to empower employees to share their experiences and foster togetherness, connection and support.

We support partnerships with organizations that are dedicated to driving industry-wide pay parity, equal rights, and better access to career opportunities. We signed the CEO Action for Diversity & Inclusion pledge, the Business Statement for Transgender Equality, and The Hispanic Promise. We continue to invest in select organizations that deliver education, professional development, talent acquisition and networking opportunities to Juniper and our employees, including Catalyst, Watermark, Blacks In Technology, Out in Science, Technology, Engineering and Mathematics (oSTEM), Hispanic IT Executive Council and Ascend.

Talented, motivated and effective executives and employees are essential to executing our business strategies and propelling our business forward. We track data regularly to hold ourselves accountable and to enable us to monitor our progress. We have shared our workforce data on our website at https://www.juniper.net/us/en/company/inclusion-diversity/.

Community Engagement

As a global company whose operations extend into both developed and developing economies throughout the world, Juniper recognizes the immense opportunity to support the regions and communities in which we operate. In recognition of this, we founded the Juniper Networks Foundation over 20 years ago. Since its founding, the Juniper Networks Foundation has granted over $19 million to nonprofit organizations around the world. As part of our mission to support a talented and diverse global workforce, we have concentrated on funding K-12 science, technology, engineering, and mathematics (STEM) education nonprofits, focusing especially on those organizations that work to empower girls as well as underprivileged and underrepresented minority students. In 2021, Juniper celebrated its 25th anniversary by launching the “Empower Change” Challenge. All employees were challenged to donate $25 of Juniper Foundation funds to a charity or nongovernmental organization of their choice to power connections and empower change.

Business Integrity

We strive to exercise the highest standards of business conduct and ethics in all our dealings inside and outside the Company. We expect our employees and business partners to adhere to high ethical standards and to comply with laws, and these expectations are articulated in our Worldwide Code of Business Conduct and in our Business Partner Code of Conduct. Regular corporate compliance training is required for all employees and is made available through online and in-person interactive sessions. We target compliance training based on risk profiles related to an employee’s location, job function, and department. Our Manager Toolkit Training builds on our Worldwide Code of Business Conduct training by providing additional messaging tools on core principles of priority topics enabling managers to cascade compliance requirements to their teams in a scalable and effective manner.

 

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Supply Chain Management

We are committed to meeting our customers’ expectations of responsible sourcing practices and transparency throughout the networked ecosystem. We communicate these expectations to our partners and suppliers through our Business Partner Code of Conduct, which is aligned with the Ten Principles of the United Nations Global Compact and the Responsible Business Alliance Code of Conduct. When entering into or renewing master agreements, we include our Business Partner Code of Conduct. We measure and monitor our manufacturing partners’ and select direct material suppliers’ compliance to the code and applicable environmental, health and safety, labor and ethics legal requirements using industry-leading audit and assessment protocols. We hold our suppliers accountable for their performance through our corrective action and supplier business review processes. Through our industry and service memberships, we support the development of workshops, trainings and reports focused on building our suppliers’ and employees’ capabilities and understanding of the expectations and best practices. We are committed to working with our suppliers and conducting due diligence to help maintain compliance with these responsible sourcing standards.

Our COVID-19 Response

Throughout the COVID-19 pandemic our priorities and actions have remained focused on protecting the health and safety of all those we serve — our employees, our customers, our suppliers, and our communities, including implementing early and regular updates to our health and safety policies and processes.

The health and safety of our employees and their families is paramount to our success. In March 2020, we asked the majority of our global workforce to work remotely in order to limit the spread of COVID-19 in our offices and communities. In July 2021, we began to bring more workers back into our offices in the United States and India with enhanced health and safety measures based on CDC and other health agency guidelines, and we established COVID-19 testing facilities and vaccination centers for our employees and their families in India. In addition, we implemented technology solutions to manage building occupancy levels and support social distancing and contact tracing requirements. We are focused on providing our workforce with benefits and resources to help them stay safe and healthy so they can meet the needs of our customers and deliver new innovations to the markets we serve, despite challenges introduced by the COVID-19 pandemic.

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 Corporate Governance Principles and Board Matters​

Stockholder Engagement

The perspectives, insights and feedback of our stockholders are important to our Board and management, which is why we proactively engage on a regular basis with a significant portion of our stockholders that include our top institutional investors throughout the year. The goal of our stockholder engagement program is to foster strong stockholder relationships leading to mutual understanding of issues and approaches, ultimately giving Juniper insight into stockholder concerns and support as we design and implement strategies for long-term growth. We recognize that stockholders are the owners of the Company and we remain committed to a robust stockholder engagement program and maintaining an open, candid and continuous dialogue with stockholders about relevant issues.

Throughout 2021, members of our senior management team met with a significant number of our stockholders to discuss matters that are top of mind for our stockholders, such as our strategic direction, financial and operating performance, capital allocation, executive compensation and equity usage, inclusion and diversity, climate action, corporate social initiatives, human capital management, board refreshment, and corporate governance and risk management practices. Despite the ongoing COVID-19 pandemic, in 2021 we proactively sought meetings with stockholders who in the aggregate hold over 64% of our shares outstanding, which resulted in Juniper meeting with stockholders who in the aggregate hold approximately 30% of our shares outstanding.

Juniper also recognizes that some of our stockholders consider data, analytics and insight published by third-party firms to assist in their evaluation of our environmental, social and governance practices and performance. Juniper engages with Sustainalytics, MSCI and Institutional Shareholder Services throughout the year to ensure the information being considered and shared by these third-party firms is current and accurate, as well as to monitor emerging matters and trends.

Our stockholder engagement efforts have provided valuable feedback that help to inform our decisions and our corporate practices and the Board considers feedback from these conversations during its deliberations. For example, as a result of our collaboration, in 2021:

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

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We published our fifth annual diversity update. At Juniper Networks, we are committed to innovation and representing diversity in myriad ways — including race, ethnicity, gender, age, background, perspectives, tenure, work style, geography, and sexual orientation. We fundamentally believe that diversity is a competitive asset that we want to amplify because we believe our differences will drive our success.

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Juniper Networks, Inc. Notice of 2022 Annual Meeting and Proxy Statement   19​

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We continued to focus on our equity grant practices to balance the impact on stockholder dilution while still being able to grant equity awards to our employees at levels within competitive market ranges and reasonably necessary to attract, retain and motivate talent.

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While we benefit from ongoing dialogue with many of our stockholders, we recognize that we have not communicated directly with all of our stockholders. If you would like to engage with us, please send correspondence to Juniper Networks, Inc., Attn: Investor Relations, 1133 Innovation Way, Sunnyvale, California 94089 or email Investor-Relations@juniper.net.

Communications with the Board

The Nominating and Corporate Governance Committee of the Board has approved a process by which stockholders or other interested parties may communicate with the Board or individual members of the Board. Stockholders of Juniper Networks and other parties interested in communicating with the Board or any member of our Board may write to them c/o Juniper Networks, Inc., 1133 Innovation Way, Sunnyvale, California 94089. Under the process approved by the Nominating and Corporate Governance Committee, the General Counsel receives and logs communications directed to the Board or any member of the Board, and, unless marked “confidential,” reviews all such correspondence and regularly (not less than quarterly) delivers to the Board, the Lead Independent Director, Chair of the Board or the independent directors of the Board, as applicable, copies of such correspondence. Communications marked “confidential” will be logged as received by the General Counsel and then will be delivered unopened to the addressee(s).

Compliance Reporting

Juniper Networks has adopted procedures for raising concerns related to accounting and auditing matters in compliance with the listing standards of the NYSE. The Company has established a Corporate Compliance Committee, which is comprised of the Company’s Chief Financial Officer, General Counsel, Chief Compliance Officer, Chief Human Resources Officer, Chief Revenue Officer, Chief Accounting Officer and the Chief Audit Executive. Concerns relating to accounting, legal, internal controls or auditing matters may be brought to the attention of either the Corporate Compliance Committee, its members individually, the Audit Committee directly, or an anonymous reporting channel maintained by the Company. Concerns are handled in accordance with procedures established with respect to such matters under our Reporting Ethics Concerns Policy. For information on how to contact the Audit Committee directly, please see the immediately preceding section of this proxy statement entitled “Communications with the Board”.

Board Meetings and Attendance

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The names of our directors and director nominees and their ages, tenures, positions, qualifications and experience as of the date this proxy statement was filed with the SEC are set forth below.

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Juniper Networks, Inc. Notice of 2022 Annual Meeting and Proxy Statement   27​

 Proposals to be Voted On​

Skills, Attributes, and Experience of Director Nominees

 

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Recommendation

Our Board unanimously recommends a vote “FOR” the ratification of the appointment of Ernst & Young LLP as Juniper Networks’ independent registered public accounting firm for the fiscal year ending December 31, 2022.

If you sign your proxy card but do not give instructions with respect to this proposal, your shares will be voted “FOR” the proposal, as recommended by the Board. Even if you do not give voting instructions to your broker, your broker may vote your shares on this matter.

Vote Required

Provided a quorum is present, ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022 requires the affirmative vote of the holders of a majority of the shares of common stock present in person or represented by proxy and entitled to vote at the annual meeting.

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Juniper Networks, Inc. Notice of 2022 Annual Meeting and Proxy Statement   31​

Principal Accountant Fees and Services

The Audit Committee has appointed Ernst & Young LLP, an independent registered public accounting firm, to serve as Juniper Networks’ auditors for the fiscal year ending December 31, 2022.

Audit Fees include professional services fees in connection with the audit of the Company’s annual financial statements, the review of our quarterly financial statements, and the issuance of a comfort letter and consents, and audit services provided in connection with other statutory or regulatory filings.

Audit-Related Fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements, and are not reported under “Audit Fees”. These services include accounting consultations in connection with transactions, attest services that are required by statute or regulation, and consultations concerning financial accounting and reporting standards.

Tax fees are for professional services rendered for tax compliance, tax advice or tax planning.

All Other Fees, which include fees for products and services other than those described above under “Audit Fees,” “Audit-Related Fees,” and “Tax Fees,” for the years ended December 31, 2021 and December 31, 2020, were zero.

Audit Committee’s Pre-Approval Policy and Procedures

Pursuant to its charter, the Audit Committee is responsible for pre-approving all audit and permissible non-audit services provided by the Company’s independent registered public accounting firm. The Audit Committee’s charter gives the Audit Committee the power to delegate to one or more members of the Audit Committee the authority to pre-approve permissible non-audit services. The Audit Committee pre-approved all services performed by the Company’s independent registered public accounting firm in 2021 and 2020.

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instruments that may not necessarily align employee interests with those of our stockholders. Additionally, replacing equity with cash would increase our cash compensation expense and significantly deplete cash that would be better utilized towards other strategic purposes.

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

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Protects stockholder interests and embraces sound stock-based compensation practices. As described in more detail below under the heading “Background,” the Amended 2015 Plan includes a number of features that are consistent with the interests of our stockholders and sound corporate governance practices.

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Why the Proposed Modification to the Definition of “Annual Value” for Equity Awarded to Non-Employee Directors

As described in the “Director Compensation” section of this proxy statement, our non-employee directors currently receive compensation in the form of RSU grants and cash fees. Our 2015 Plan currently provides that the “Annual Value” of such RSU grants is the value equal to $245,000 divided by the average daily closing price over the six-month period ending on the last day of the fiscal year preceding the date of grant. We are proposing to modify the definition of “Annual Value” for the automatic RSU grants for our non-employee directors to be the number equal to $245,000 divided by the average daily closing price over the 30 trading days preceding the date of grant. The modification was recommended by Compensia, the Compensation Committee’s independent third-party advisor, to better align our director grant methodology with current market practice. If approved, this modification will be effective as of the 2022 annual meeting of stockholders and for awards granted to our non-employee directors on that date.

Why the Proposed Changes to Certain Other Terms under the Amended 2015 Plan

We are proposing to (i) add a restriction that an award under the Amended 2015 Plan may not be transferred for consideration to a third-party financial institution, to reflect our current practice, which is consistent with governance best practices, and (ii) clarify that any performance based awards vest at target upon a change of control. We are also proposing to provide that future policy changes may apply to awards, in order to provide flexibility for future awards.

Summary of Sound Governance Features of the Amended 2015 Plan

Current features of our 2015 Plan include:

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

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

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

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

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

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

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Awards Subject to Clawback. Awards under the 2015 Plan may be subject to recoupment under certain circumstances.

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Background

While the use of long-term incentives in the form of equity awards is an important part of our compensation program, we recognize that stock awards dilute existing stockholders and are mindful of our responsibility to our stockholders to exercise judgment in the granting of equity awards. Our Compensation Committee regularly reviews our long-term incentive compensation program to ensure that we balance our employee compensation objectives with our stockholders’ interest in limiting dilution from stock awards.

The following table sets forth information regarding outstanding grants as of March 18, 2022 under the Company’s equity compensation plans, which include the following: (i) equity awards granted under our 2015 Plan and (ii) assumed or substituted equity awards in connection with an acquisition. We do not have any grants outstanding under any other equity plan. As of March 18, 2022, we had 322,568,530 shares of common stock issued and outstanding. The market value of one share of our common stock on March 18, 2022, as determined based on the closing price per share of our common stock as reported on the NYSE was $35.31.

(1)

RSUs and Performance Share Awards are referred to as “Full Value Awards.” The maximum number of shares issuable pursuant to certain Performance Share Awards equals 200% of target. The number of Performance Share Awards included in the above table assumes performance at target.

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(2)

“Assumed Awards” refers to equity awards assumed or substituted for Juniper Networks equity awards in connection with an acquisition. “Full Value Awards” also includes 588,220 of restricted stock awards assumed or substituted in connection with prior acquisitions.

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The Compensation Committee also regularly reviews our historical equity award granting practices, including our share usage rate (commonly referred to as “burn-rate”) and equity overhang activity. The following table provides detailed information regarding our burn-rate and equity overhang activity (based on total potential award shares) for the last three fiscal years. The effects of our stock repurchase program are included in these calculations.

(1)

Gross Burn-Rate is calculated as (a) the number of new stock awards granted under the 2015 Plan (excluding stock awards assumed in acquisitions), divided by (b) the weighted average common shares outstanding of the Company as of the end of the fiscal year.

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(2)

Net Burn-Rate is calculated as (a) the number of new stock awards granted under the 2015 Plan (excluding stock awards assumed in acquisitions), net of stock awards cancelled and forfeited under the 2015 Plan, divided by (b) the weighted average common shares outstanding of the Company as of the end of the fiscal year.

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(3)

Equity Overhang is calculated as (a) the number of shares subject to outstanding stock awards (including stock awards assumed in acquisitions) plus the number of shares available for grant under the 2015 Plan, divided by (b) the number of shares subject to outstanding stock awards (including stock awards assumed in acquisitions), plus the number of shares available for grant under the 2015 Plan, plus the weighted average common shares outstanding of the Company as of the end of the fiscal year.

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The table below shows the number of options and full value awards granted under the 2015 Plan in each of the last three years as well as the number of performance-based awards that were earned each year.

(1)

We have not granted any option awards under the 2015 Plan through fiscal year end 2021

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(2)

Performance based full-value awards granted at target achievement levels.

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(3)

Earned performance based full-value awards reflects the number of performance based awards that were earned during the applicable year. Earned performance based full-value awards include PSAs banked as well as bonus equity earned during the performance period.

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Juniper Networks, Inc. Notice of 2022 Annual Meeting and Proxy Statement   37​

Description of the Amended 2015 Plan

The material features of the Amended 2015 Plan are summarized below. This summary does not purport to be a complete description of all the provisions of Amended 2015 Plan, and this summary is qualified in its entirety by reference to the text of the Amended 2015 Plan.

A complete copy of the proposed Amended 2015 Plan is attached to this proxy statement as Annex A.

ELIGIBILITY; LIMITATIONS. Options, stock appreciation rights, performance shares, performance units, restricted stock, RSUs, deferred stock units and dividend equivalents may be granted under the Amended 2015 Plan. Options granted under the Amended 2015 Plan may be either “incentive stock options,” as defined in Section 422 of the Internal Revenue Code (“Code”), or nonstatutory stock options. Incentive stock options may be granted only to employees of the Company or any subsidiary of the Company. Other awards may be granted under the Amended 2015 Plan to any employee, consultant or non-employee director of the Company, any parent or subsidiary of the Company or other entity under common control with the Company. Non-employee directors, however, may only be granted RSUs under the Amended 2015 Plan, and these are made pursuant to an automatic, non-discretionary formula. Otherwise, the Amended 2015 Plan administrator, in its discretion, selects the persons to whom awards may be granted, and except for dividend equivalents, the number of shares subject to each such grant. The Amended 2015 Plan provides that no person(s) may be granted, in any fiscal year of the Company: (i) options or stock appreciation rights to purchase more than 4,000,000 shares of the Company’s common stock in such person’s first fiscal year of service with the Company and more than 2,000,000 shares of the Company’s common stock in any other fiscal year of service; (ii) performance shares, RSUs, restricted stock or deferred stock units to more than 2,000,000 shares of the Company’s common stock in such person’s first fiscal year of service with the Company and more than 1,000,000 shares of the Company’s common stock in any other fiscal year of service; and (iii) performance units having an initial value more than $4,000,000 in such person’s first fiscal year of service with the Company and more than $2,000,000 in any other fiscal year of service. As of March 18, 2022, the Company had 9 non-employee directors, approximately 10,396 employees, which included 7 executive officers, and no consultants who may be eligible for awards under the Amended 2015 Plan.

SHARES AVAILABLE FOR ISSUANCE. Currently, under the 2015 Plan, a maximum of 64,700,000 shares of common stock are reserved for issuance. In addition, any shares subject to outstanding awards under the 2006 Equity Incentive Plan or the 1996 Amended and Restated Stock Plan that expire, are cancelled or otherwise terminate at any time after May 19, 2015 are available for award grant purposes under the 2015 Plan, up to a maximum of 29,000,000 shares (any such shares, “Returning Shares”). Subject to approval by our stockholders, we are requesting that the maximum number of shares reserved for issuance under the Amended 2015 Plan be increased by 4,500,000 shares, thereby increasing the maximum number of shares reserved for issuance under the 2015 Plan shares plus any Returning Shares.

ADMINISTRATION. The Amended 2015 Plan may generally be administered by the Board or a committee appointed by the Board (as applicable, the “Administrator”). The Board has authorized the Compensation Committee of the Board to approve awards and grants to Section 16 reporting executive officers. The Compensation Committee is composed entirely of independent non-employee directors. The Board has authorized the Stock Committee to approve awards and grants to employees and consultants, other than the senior leaders who report directly to our Chief Executive Officer or any other Section 16 reporting executive officers, subject to certain limitations. The Stock Committee is composed of the Chief Executive Officer and the Chief Financial Officer.

MINIMUM VESTING OF AWARDS. Subject to certain exceptions, awards will not vest earlier (except if accelerated pursuant to a change of control or similar transaction, due to death or due to disability) than the one (1) year anniversary of the grant date.

OPTION TERMS AND CONDITIONS. Each option is evidenced by a stock option agreement between the Company and the optionee, and is subject to the following additional terms and conditions:

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

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EXERCISE OF OPTION; FORM OF CONSIDERATION. The Administrator determines when options become exercisable, and may in its discretion, accelerate the vesting of any outstanding option. The Amended 2015 Plan permits payment to be made by cash, check, other shares of our common stock, cashless exercises, or any other form of consideration permitted by applicable law, or any combination thereof.

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TERM OF OPTION. Options granted under the Amended 2015 Plan will expire seven (7) years from the date of grant. However, the Amended 2015 Plan allows an option to be granted with a shorter term determined by the Administrator and in the case of an incentive stock option granted to a 10% stockholder, the term of the option may be no more than five (5) years from the date of grant. No option may be exercised after the expiration of its term.

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

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OTHER PROVISIONS. The stock option agreement may contain other terms, provisions and conditions not inconsistent with the Amended 2015 Plan as may be determined by the Administrator.

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STOCK APPRECIATION RIGHTS. Stock appreciation rights are exercisable in whole or in part at such times as the Administrator specifies in the grant or agreement. However, the term of a stock appreciation right may be no more than seven (7) years from the date of grant. The Company’s obligations arising upon the exercise of a stock appreciation right may be paid in cash or our common stock, or any combination of the same, as the Administrator may determine. We expect, however, that most stock appreciation rights that we grant will provide that they may only be settled in shares of our common stock. Shares issued upon the exercise of a stock appreciation right are valued at their fair market value as of the date of exercise.

RESTRICTED STOCK. Subject to the terms and conditions of the Amended 2015 Plan, restricted stock may be granted to participants at any time and from time to time at the discretion of the Administrator. Subject to the annual share limit and vesting limitations set forth above, the Administrator shall have complete discretion to determine (i) the number of shares subject to a restricted stock award granted to any participant, and (ii) the conditions for grant or for vesting that must be satisfied, which typically will be based principally or solely on continued provision of services but may include a performance-based component. Each restricted stock grant shall be evidenced by an agreement that shall specify the purchase price (if any) and such other terms and conditions as the Administrator shall determine. Any dividend awarded with respect to restricted shares will vest only if, when and to the extent such share vests. Dividends payable with respect to shares that do not vest will be forfeited.

RESTRICTED STOCK UNITS. Restricted stock units (“RSUs”) are awards that obligate the Company to deliver shares of our common stock to the participant as specified on each vesting date. Subject to the annual share limit and vesting limitations set forth above, the Administrator has complete discretion to determine (i) the number of shares subject to a RSU award granted to any participant, and (ii) the conditions for grant or for vesting that must be satisfied, which typically will be based principally or solely on continued provision of services but may include a performance-based component. Until shares are issued, a RSU holder is not entitled to vote or receive dividends, although the Administrator has discretion under the Amended 2015 Plan to award dividend equivalent rights.

PERFORMANCE SHARES. Performance shares are also awards that obligate the Company to deliver shares of our common stock to the participant as specified on each vesting date. Performance shares may be granted to employees and consultants at any time and from time to time as determined at the discretion of the Administrator. Subject to the annual share limit and vesting limitations set forth above, the Administrator has complete discretion to determine (i) the number of shares of common stock subject to a performance share award granted to any service provider and (ii) the conditions that must be satisfied for grant or for vesting, which typically will be based principally or solely on achievement of performance milestones but may include a service-based component.

PERFORMANCE UNITS. Performance units are similar to performance shares, except that they are settled in cash that is equivalent to the fair market value of the underlying shares, determined as of the vesting date. Subject to the terms and conditions of the Amended 2015 Plan, performance units may be granted to participants at any time and from time to time as shall be determined by the Administrator, in its sole discretion. The Administrator shall have complete discretion to determine the conditions that must be satisfied, which typically will be based principally or solely on achievement of performance milestones but may include a service-based component, upon which is conditioned the grant or vesting of performance units. Performance units shall be granted in the form of units to acquire shares. Each such unit shall be the

 

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Juniper Networks, Inc. Notice of 2022 Annual Meeting and Proxy Statement   39​

cash equivalent of one share of our common stock. No right to vote or receive dividends or any other rights as a stockholder shall exist with respect to performance units or the cash payable under such units.

DEFERRED STOCK UNITS. Deferred stock units consist of restricted stock, RSUs, performance shares or performance unit awards that the Administrator, in its sole discretion, permits to be paid out in installments or on a deferred basis, in accordance with rules and procedures established by the Administrator and applicable law, including Section 409A of the Code. Deferred stock units shall remain subject to the claims of the Company’s general creditors until distributed to the participant.

DIVIDEND EQUIVALENTS. A dividend equivalent is a credit, payable in cash or shares, awarded at the discretion of the Administrator, to the account of a participant in an amount equal to the cash dividends paid on one share for each share represented by an award. Any dividend equivalents awarded with respect to a share or a unit will vest only if, when and to the extent such share or unit vests. Dividend equivalents payable with respect to shares or units that do not vest will be forfeited.

PERFORMANCE GOALS. Thus, the Administrator may make performance goals applicable to a participant with respect to an award. At the Administrator’s discretion, one or more of the following performance goals may apply: (i) cash flow (including operating cash flow or free cash flow), (ii) cash position, (iii) revenue (on an absolute basis or adjusted for currency effects), (iv) revenue growth, (v) contribution margin, (vi) gross margin, (vii) operating margin (viii) operating expenses or operating expenses as a percentage of revenue, (ix) earnings (which may include earnings before interest and taxes, earnings before taxes and net earnings), (x) earnings per share, (xi) operating income, (xii) net income, (xiii) stock price, (xiv) return on equity, (xv) total shareholder return, (xvi) growth in stockholder value relative to a specified publicly reported index (such as the S&P 500 Index), (xvii) return on capital, (xviii) return on assets or net assets, (xix) return on investment, (xx) economic value added, (xxi) operating profit or net operating profit, (xxii) operating margin, (xxiii) market share, (xxiv) contract awards or backlog, (xxv) overhead or other expense reduction, (xxvi) credit rating, (xxvii) objective customer indicators, (xxviii) new product invention or innovation, (xxix) attainment of research and development milestones, (xxx) improvements in productivity, (xxxi) attainment of objective operating goals, and (xxxii) objective employee metrics. The performance measures listed above may apply to either the Company as a whole or, except with respect to shareholder return metrics, a region, business unit, affiliate or business segment, and measured either on an absolute basis or relative to a pre-established target, to a previous period’s results or to a designated comparison group, and, with respect to financial metrics, which may be determined in accordance with GAAP, in accordance with International Accounting Standards Board Principles (“IASB Principles”) or which may be adjusted when established to exclude or include any items otherwise includable or excludable under United States generally accepted accounting principles (“GAAP”) or under IASB Principles or any other objectively determinable items including, without limitation, (a) any extraordinary non-recurring items, (b) the effect of any merger, acquisition, or other business combination or divestiture, or (c) the effect of any changes in accounting principles affecting the Company’s or a business unit’s, region’s, affiliate’s or business segment’s reported results.

NO REPRICING. The Amended 2015 Plan prohibits (i) option or stock appreciation right re-pricings (including by way of exchange for another award) and (ii) the Company from paying cash or issuing new equity awards in exchange for the surrender and cancellation of any, or all, stock options or stock appreciation rights with an exercise price that is less than the current fair market value, in each case, unless stockholder approval is obtained.

NONTRANSFERABILITY OF AWARDS. Unless determined otherwise by the Administrator, an award granted under the Amended 2015 Plan is not transferable other than by will or the laws of descent and distribution, and may be exercised during the participant’s lifetime only by the participant. Further, in no event may any award be transferred for consideration to a third-party financial institution.

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meeting date and the date the person first becomes an Outside Director, and the denominator of which is 365, rounded down to the nearest whole share. The “Annual Value” means the number equal to $245,000 divided by the average daily closing price over the 30 Trading Days preceding the date of grant.

Each award granted to Outside Directors will vest in full on the earlier of  (A) the one year anniversary of the grant date, and (B) the day prior to the date of the Company’s next annual stockholder meeting, subject in either case to the participant continuously remaining a director through the vest date.

Notwithstanding the foregoing, the maximum value of  (i) the grant date fair value of equity awards granted and (ii) cash fees paid to any Outside Director for their service as a director in a fiscal year, shall not exceed $1,000,000 in total value.

ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. In the event that the stock of the Company changes by reason of any stock split, reverse stock split, stock dividend, combination, reclassification or other similar change in the capital structure of the Company effected without the receipt of consideration, appropriate adjustments shall be made in the number and class of shares of stock subject to the Amended 2015 Plan, the number and class of shares of award outstanding under the Amended 2015 Plan, the fiscal year limits on the number of awards that any person may receive, the number of shares subject to automatic option grants to Outside Directors and the exercise price of any outstanding option or stock appreciation right.

In the event of a liquidation or dissolution, the Administrator shall notify each participant prior to the effective date. The Administrator may, in its discretion, provide that each participant shall have the right to exercise all of their options and stock appreciation rights, as to all of the shares covered by the option or stock appreciation right, including as to those shares not otherwise exercisable. In addition, the Administrator may provide that any Company repurchase option or forfeiture rights applicable to any award shall lapse 100%, and that any award vesting shall accelerate 100%, provided the proposed dissolution or liquidation takes place at the time and in the manner contemplated.

MERGER OR CHANGE IN CONTROL. In the event of a merger of the Company with or into another corporation, or a Change in Control of the Company (as defined in the Amended 2015 Plan), each outstanding option and stock appreciation right shall be assumed, or an equivalent option or stock appreciation right will be granted in substitution by the successor corporation or a parent or subsidiary of the successor corporation. In the event that the successor corporation refuses to assume or substitute for the option or stock appreciation right, the participant shall fully vest in and have the right to exercise the option or stock appreciation right as to all of the common stock covered by such award with any performance-based award vesting at target, including shares as to which he or she would not otherwise be vested or exercisable. If an option or stock appreciation right becomes fully vested and exercisable in lieu of assumption or substitution in such event, the Administrator will notify the participant that the option or stock appreciation right will become fully vested and exercisable for a period determined by the Administrator, and the option or stock appreciation right will terminate upon the expiration of such period.

In the event of a merger of the Company with or into another corporation, or a Change in Control of the Company, each outstanding restricted stock, RSU, performance share, performance unit, and deferred stock unit award (and any related dividend equivalent) shall be assumed or an equivalent award substituted by the successor corporation or a parent or subsidiary of the successor corporation. In the event that the successor corporation refuses to assume or substitute for the award, the participant shall fully vest in the award, including as to shares (or with respect to dividend equivalents and performance units, the cash equivalent thereof) which would not otherwise be vested with any performance-based award vesting at target.

OTHER POLICIES. The Amended 2015 Plan provides that each award may be subject to the terms and conditions of any other policy (and any amendments thereto) adopted by the Company from time to time, which may include any policy related to the vesting or transfer of equity awards.

TAX WITHHOLDING. Participants may satisfy the statutory tax withholding requirements arising in connection with the exercise, vesting or delivery of their awards pursuant to such methods as designated by the Administrator.

AMENDMENT AND TERMINATION OF THE AMENDED 2015 PLAN. The Board may amend, alter, suspend or terminate the Amended 2015 Plan, or any part thereof, at any time and for any reason. No such amendment by the Board or stockholders may negatively alter or impair any award previously granted under the Amended 2015 Plan without the written consent of the participant.

 

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Juniper Networks, Inc. Notice of 2022 Annual Meeting and Proxy Statement   41​

TERM OF THE AMENDED 2015 PLAN. The Amended 2015 Plan will continue to be in effect until March 27, 2025.

Federal Income Tax Consequences

INCENTIVE STOCK OPTIONS. An optionee who is granted an incentive stock option does not recognize taxable income at the time the option is granted or upon its exercise, although the exercise may subject the optionee to the alternative minimum tax. Upon an optionee’s sale of the shares (assuming that the sale occurs at least two years after grant of the option and at least one year after exercise of the option), any gain will be taxed to the optionee as long-term capital gain. If the optionee disposes of the shares prior to the expiration of the above holding periods, then the optionee will recognize ordinary income in an amount generally measured as the difference between the exercise price and the lower of the fair market value of the shares at the exercise date or the sale price of the shares. The difference between the amount treated as ordinary income from such premature sale and the amount realized will be characterized as capital gain or loss.

NONSTATUTORY STOCK OPTIONS. An optionee does not recognize any taxable income at the time he or she is granted a non-statutory stock option. Upon exercise, the optionee recognizes taxable income generally measured by the excess of the then fair market value of the shares over the exercise price. Upon a disposition of such shares by the optionee, any difference between the sale price and the optionee’s exercise price, to the extent not recognized as taxable income as provided above, is treated as long-term or short-term capital gain or loss, depending on the holding period.

RESTRICTED STOCK. If at the time of purchase, restricted stock is subject to a “substantial risk of forfeiture” within the meaning of Section 83 of the Code, the purchaser will not recognize ordinary income at the time of purchase. Instead, the purchaser will recognize ordinary income on the dates when a stock ceases to be subject to a substantial risk of forfeiture. At such times, the purchaser will recognize ordinary income measured as the difference between the purchase price and the fair market value of the stock on the date the stock is no longer subject to a substantial risk of forfeiture.

The purchaser may accelerate to the date of purchase his or her recognition of ordinary income, if any, and the beginning of any capital gain holding period by timely filing an election pursuant to Section 83(b) of the Code. In such event, the ordinary income recognized, if any, is measured as the difference between the purchase price and the fair market value of the stock on the date of purchase, and the capital gain holding period commences on such date. The ordinary income recognized by a purchaser who is an employee will be subject to tax withholding by the Company.

STOCK APPRECIATION RIGHTS. No income will be recognized by a recipient in connection with the grant of a stock appreciation right. When the stock appreciation right is exercised, the recipient will generally be required to include as taxable ordinary income in the year of exercise an amount equal to the sum of the amount of cash received and the fair market value of any common stock received upon the exercise.

RESTRICTED STOCK UNITS AND PERFORMANCE SHARES. A participant will not have taxable income upon grant (unless, with respect to restricted stock, he or she elects to be taxed at that time). Instead, he or she will recognize ordinary income at the time of vesting equal to the fair market value (on the vesting date) of the vested shares or cash received minus any amount paid for the shares.

DIVIDEND EQUIVALENTS. A participant will recognize taxable income upon the payout of a dividend equivalent.

DEFERRED STOCK UNITS. Typically, a participant will recognize employment taxes upon the vesting of a deferred stock unit and income upon its delivery. The participant may be subject to additional taxation, interest and penalties if the deferred stock unit does not comply with Section 409A of the Code.

COMPANY TAX DEDUCTION. The Company generally will be entitled to a tax deduction in connection with an award under the Amended 2015 Plan in an amount equal to the ordinary income realized by a participant and at the time the participant recognizes such income (for example, the vesting of a restricted stock unit). Special rules limit the deductibility of compensation paid to certain executive officers. Under Section 162(m) of the Code, the annual compensation paid to any of these specified executives will be deductible only to the extent that it does not exceed $1,000,000.

42   

recipient of that award may recognize ordinary income on the amounts deferred under the award, to the extent vested, which may be prior to when the compensation is actually or constructively received. Also, if an award that is subject to Section 409A fails to comply with Section 409A’s provisions, Section 409A imposes an additional 20% federal income tax on compensation recognized as ordinary income, as well as interest on such deferred compensation.

THE FOREGOING IS ONLY A SUMMARY OF THE EFFECT OF FEDERAL INCOME TAXATION UPON PARTICIPANTS AND THE COMPANY UNDER THE AMENDED 2015 PLAN. IT DOES NOT PURPORT TO BE COMPLETE, AND IT DOES NOT DISCUSS THE TAX CONSEQUENCES OF THE EMPLOYEE’S DEATH OR THE PROVISIONS OF THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FOREIGN COUNTRY IN WHICH THE EMPLOYEE MAY RESIDE.

New Plan Benefits

Our named executive officers and directors have an interest in this proposal because they are eligible to participate in the Amended 2015 Plan. The Company cannot currently determine the benefits or number of shares subject to awards that may be granted in the future to executive officers and employees (including employee directors) under the Amended 2015 Plan because the Company’s equity award grants are discretionary in nature. The Amended 2015 Plan does not provide for set benefits or amounts of awards, except with respect to non-employee directors. Pursuant to the term of the Amended 2015 Plan, each non-employee director will receive RSUs in an amount equal to the “Annual Value” ​(as described above under the heading “Description of the Amended 2015 Plan”), or a fraction thereof with respect to individuals who become non-employee directors after an annual stockholders meeting. In addition, the Company cannot currently determine the aggregate benefit or number of shares subject to awards that may be granted in the future to non-employee directors under the Amended 2015 Plan because the aggregate benefit and number of shares depends on the aggregate number of non-employee directors, when individuals join the Board and the “Annual Value” depends on the future stock price of our common stock. There are no awards to executive officers or employees that are conditioned on stockholder approval of the Amended 2015 Plan.

The table below shows, as to the listed individuals and specified groups, (i) the number of shares of common stock subject to an equity award grant under the 2015 Plan during fiscal 2021 to persons other than our non-employee directors, (ii) the dollar value of the RSU grants that our current non-employee director nominees as a group will receive if they are re-elected as directors on the date of the 2022 annual meeting of stockholders and (iii) the aggregate dollar value of such shares based on $35.71 per share, the closing stock price per share of our common stock as of December 31, 2021.

(1)

Includes RSUs and performance share awards. The number of performance share awards included in the above tables assumes performance at target. The maximum number of shares issuable pursuant to certain performance share awards equals 200% of target.

​

(2)

The number of shares subject to each non-employee director’s RSU award will not be determinable until the grant date under the terms of the Amended 2015 Plan.

​

(3)

Assuming each of the nine (9) non-employee director nominees are elected at the 2022 annual stockholder meeting, amount reflects the standard annual equity award of  $245,000 granted to each non-employee director under the terms of the Amended 2015 Plan.

​

 

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Juniper Networks, Inc. Notice of 2022 Annual Meeting and Proxy Statement   43​

(1)

Includes RSUs and performance share awards. The number of performance share awards included in the above tables assumes achievement at target. The maximum number of shares issuable pursuant to certain performance share awards equals 200% of target.

​

(2)

Assuming the nine (9) non-employee director nominees are elected at the 2022 annual stockholder meeting, under the terms of the Amended 2015 Plan, an amount equal to the standard annual equity award of  $245,000 will be granted to each non-employee director.

​

(3)

There are no nominees for election as a director who are not covered by the above. No awards have been granted under the 2015 Plan to any associate of any of our executive officers or directors, and no person received 5% or more of the total awards granted under the 2015 Plan since its inception.

​

Recommendation

Our Board unanimously recommends a vote “FOR” approval of the foregoing amendment and restatement of the Juniper Networks, Inc. 2015 Equity Incentive Plan.

If you sign your proxy or voting instruction card or vote by telephone or over the Internet but do not give instructions with respect to this proposal, your shares will be voted for approval of the foregoing Amended 2015 Plan, as recommended by the Board. If you do not give voting instructions to your broker, your broker will not be able to vote your shares and your shares will not be voted on this matter.

Vote Required

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Compensation Discussion and Analysis

We believe that attracting, retaining and motivating effective executive officers is critical to the overall success of our business. To achieve these goals, we have adopted executive compensation programs designed to reward performance and emphasize the creation of stockholder value. Our Compensation Committee establishes, among other things, our executive compensation policies and oversees our human capital management, including executive compensation, practices. In the following Compensation Discussion and Analysis, we provide an overview of  (1) our executive compensation policies, framework and philosophy, and (2) the compensation decisions the Compensation Committee has made under such policies, framework and philosophy for the named executive officers (“NEOs”) of the Company, who are listed below.

We refer to the Compensation Committee in this “Compensation Discussion and Analysis” section of the proxy statement as the “Committee.”

Our Compensation Discussion and Analysis is organized into four sections.

•

Section 1 — Executive Summary

​

•

Section 2 — Setting Executive Compensation

​

•

Section 3 — Elements of Executive Compensation

​

•

Section 4 — Other Compensation Policies and Information

​

Section 1 — Executive Summary

Juniper Networks Overview and 2021 Performance

2021 was an unprecedented year that presented us with significant challenges as well as exciting opportunities. The ongoing COVID-19 pandemic continued to materially impact our global supply chain, resulting in further extended lead-times to our customers, continued increased components and logistics costs, and continued adverse effects on the volume of products we were able to deliver, which negatively impacted our ability to recognize revenue and our gross margins. Despite these challenges, throughout 2021 we experienced growth in revenue across all verticals, customer solutions and geographies. We also experienced strong demand for our products and services and when combined with supply chain challenges that negatively impacted our ability to convert backlog into revenue, we exited 2021 with our backlog increasing to a record level of more than $1.8 billion.

The success we are seeing is due both to deliberate actions we have taken to strengthen our portfolio and the efforts of our employees who executed exceptionally well in the face of adversity to deliver new innovations to the markets we serve. In 2021, as technology companies around the world with whom we compete for talent adopted permanent work-from-home models for their workforce, we saw an increase in competition to attract and retain our talented and highly skilled colleagues at all levels of our organization across our global workforce. We recognize that our people are critical to our success, and we are steadfastly committed to being a desirable and inclusive workplace, providing competitive, yet affordable, compensation and exceptional educational, professional development, wellness and community engagement resources and opportunities. Additionally, leveraging the lessons learned and success

 

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Juniper Networks, Inc. Notice of 2022 Annual Meeting and Proxy Statement   45​

experienced in our shift to a remote work environment due to the pandemic, we are working to thrive in the tight labor market by strategically seeking talent in non-traditional geographies.

We firmly believe that our focus on leading the industry in delivering simplified operations and a superior user experience, what we call Experience-First Networking, is resonating in the market, and allowing us to differentiate across the markets we serve. We believe the investments we have made and continue to make in our products and our people should position us to not only capitalize on the big market opportunities, such as 400G and 5G, that are likely to unfold over the next few years, but also to continue to experience broader success across sectors, decreasing our sensitivity to macro trends. We believe our positioning and strategy will enable us to emerge from the pandemic stronger than we entered and deliver sustainable top- and bottom-line growth over the next several years, even if end market conditions remain challenged.

The following tables highlight certain year-over-year key financial results.

2021 Pay Outcomes

Our fiscal year financial results and stock price performance resulted in executive compensation program outcomes, which align with our pay-for-performance philosophy:

•

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

​

•

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

​

•

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

​

•

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

​

•

Based on stock price performance in 2021, no price-vested RSUs, which were issued in prior years, vested in 2021, and the price-vested RSUs granted in 2017 were forfeited unearned.

​

46   

 Executive Compensation​

CEO Compensation for 2019-2021

Consistent with the Committee’s “pay-for-performance” philosophy, the majority of our CEO’s target pay is at risk and/or performance based. As a result, we believe that the value that will ultimately be realized by our CEO aligns with the Company’s strategic and financial results and stock price performance. We believe that presenting both realizable and realized compensation perspectives provide valuable data points to evaluate the alignment between pay and performance for our CEO.

Target versus Realizable and Realized Pay: 2019-2021

The above chart illustrates the value of target pay granted to the CEO in fiscal years 2019 to 2021 compared to both his realizable pay and realized pay over the same time frame.

“Target Pay” reflects (i) the sum of the following components reported in our “Summary Compensation Table” for the applicable year: Salary, Stock Awards, and All Other Compensation, and (ii) the target opportunity reflected in our “Grants of Plan-Based Awards” table for the applicable year with respect to Non-Equity Incentive Plan Awards.

“Realizable Pay” is calculated in the same manner as “Target Pay,” except (i) the amounts shown in the Bonus column in our “Summary Compensation Table” for the applicable year are included, (ii) the Non-Equity Incentive Plan Compensation reflects the actual value disclosed for the applicable year in our “Summary Compensation Table,” and (iii) equity incentive vehicles are valued based on the closing price per share of our common stock at each fiscal year end, and further adjusted as follows:

•

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

​

•

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

​

•

Bonus Shares for the applicable year are included only if the performance conditions were achieved.

​

“Realized Pay” reflects (i) Salary, Bonus, Non-Equity Incentive Plan Compensation and All Other Compensation as reported in our “Summary Compensation Table” for the applicable year and (ii) the Value Realized on Vesting as reported in our “Stock Vested” table for the applicable year.

 

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Juniper Networks, Inc. Notice of 2022 Annual Meeting and Proxy Statement   47​

Stockholder Engagement for 2021

The Committee considers the outcome of the annual “Say-on-Pay” advisory vote when making decisions regarding the executive compensation program. At the Company’s 2021 annual meeting of stockholders, 93% of the votes cast on the fiscal year 2021 Say-on-Pay advisory vote were cast in favor of approving the compensation of our NEOs. The Committee viewed the outcome of the Say-on-Pay advisory vote as indicative that a significant majority of the Company’s stockholders view the Committee’s approach to executive compensation favorably.

As described above in the section entitled “Stockholder Engagement” of this proxy statement, our engagement efforts, as well as ongoing conversations between management and stockholders on a variety of matters, reflect our commitment to strong corporate governance and our goal of seeking input directly from our stockholders, which we believe allows us to better understand our stockholders’ perspectives.

As a result of the Committee’s evaluation of the results of the “Say-on-Pay” advisory vote, the feedback received from stockholders and the advice from the Committee’s independent compensation consultant, the Committee determined that significant changes to the design of the Company’s executive compensation and equity programs were not warranted at this time; however, the Committee determined to:

•

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

​

•

Continue Focusing on Prudent Management of the Company’s Equity Burn-Rate. We closely manage how we use our equity to compensate employees. As defined above under the heading “Background” in “Proposal No. 4 Approval of the Amendment and Restatement of the Juniper Networks, Inc. 2015 Equity Incentive Plan,” in fiscal 2021, our gross burn rate was 2.80%, our net burn rate was 2.06% and our overhang was 8.42%. The Compensation Committee determines the percentage of equity to be made available for our equity programs with reference to the companies in our peer group and the Company intends to continue focusing on keeping its equity burn rate in-line with our peer companies. For purposes of determining burn rate, the Company counts each RSU as one share and each performance share as one share based on the target number of shares issuable under the award.

​

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Juniper Networks, Inc. Notice of 2022 Annual Meeting and Proxy Statement   49​

Burn-Rate for 2021

Based in part upon input received from stockholders, for 2021, the Committee initially approved a gross equity burn-rate (excluding stock awards assumed in acquisitions) of 2.30% of basic weighted-average common shares outstanding (“CSO”), a decrease from the 2020 gross burn-rate, notwithstanding the sustained decrease in CSO over the last five years as the Company followed through on its stockholder return commitment. In normal circumstances, we believe this commitment helps to mitigate stockholder dilution while still allowing us to be competitive to attract and retain talent.

As the year progressed and the market for talent continued to become significantly more competitive, however, the Company recognized the need to increase the gross equity burn-rate to accomplish certain critical business objectives, including the following:

•

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

​

•

Attracting Talent. As competition for top talent increased, significant equity grants were needed to secure hiring of employees across a broad range of functions in the Company.

​

As a result of these critical business needs, the Committee approved an increase to the Company’s 2021 gross burn-rate, target which resulted in an actual gross equity burn-rate of 2.80% of CSO (excluding assumed awards) and a net burn-rate of 2.06% in 2021.

For 2022, the Committee has committed to a gross burn-rate of 2.70% of CSO. The Committee believes that it is critical for us to stay competitive to attract and retain talent in the challenged market for talent, but is committed to a decrease in our gross burn-rate from 2021 in order to reduce our equity utilization target to help mitigate stockholder dilution. This reduction in our target gross equity burn-rate demonstrates the Company’s ongoing commitment to manage human capital to drive business growth while simultaneously continue its long-term focus on prudently managing our equity issuance.

The following chart shows how we have managed our equity burn-rate over the past five years.

Total Shares Granted (Burn-Rate): 2017-2021(1)

(1)

Shares granted, as well as burn-rate, counts each RSU as one share and counts each performance share as one share based on the target number of shares issuable under the award. Shares granted and burn-rate relate to equity awards granted from Juniper’s equity incentive plans and do not include assumed awards.

​

(2)

Burn-Rate is calculated as (a) the number of new stock awards granted under the 2015 Plan (excluding stock awards assumed in acquisitions), divided by (b) the total number of Company shares outstanding as of the end of the fiscal year.

​

(3)

Overhang is calculated as (a) the number of shares subject to outstanding stock awards (including stock awards assumed in acquisitions) plus the number of shares available for grant under the 2015 Plan, divided by (b) the number of shares subject to outstanding stock awards (including stock awards assumed in acquisitions), plus the number of shares available for grant under the 2015 Plan, plus the total number of Company shares outstanding as of the end of the fiscal year.

​

50   

 Executive Compensation​

Section 2 — Setting Executive Compensation

Roles

The Company’s executive compensation program is established and overseen by the Committee with support provided by its independent compensation consultant, Compensia, Inc. (“Compensia”), and management. Each of their roles is described below.

Role of the Compensation Committee

The Committee is comprised entirely of independent directors and has the responsibility of establishing compensation for our officers who are designated as reporting officers under Section 16 of the Exchange Act. The Committee has overall responsibility for establishing and evaluating executive officer compensation plans, policies, and programs, including the evaluation of the Chief Executive Officer. The Committee also has responsibility for reviewing the Company’s overall programs and practices related to human capital management, including our equity award practices. The Committee has the authority to receive appropriate funding from Juniper Networks to obtain advice and assistance from outside legal counsel, compensation consultants, or other advisors as the Committee deems necessary to carry out its duties. In addition, the Committee is free to replace its independent compensation consultants or retain additional advisors at any time.

The Committee independently decides the salary, incentive target and equity awards for the Chief Executive Officer with input from its independent compensation consultant. Based on the information presented by the independent compensation consultant, the Committee discusses the Chief Executive Officer’s contribution and performance, Company performance, the competitive market, and the other factors discussed below, and independently makes compensation decisions in an executive session, without members of management present.

Role of the Independent Compensation Consultant

The Committee engaged Compensia to serve as its independent compensation consultant for 2021. Compensia advised the Committee with respect to trends in executive compensation, review of market information, and assessment of compensation actions required under the Committee’s charter. Based on the consideration of the various factors as set forth in the rules of the SEC and the NYSE, the Committee has determined that its relationship with Compensia is an independent compensation consultant under the rules of the NYSE and there are no conflicts of interest. In 2021, Compensia did not provide the Company with any other services and did not receive any compensation from us other than with respect to the services described above.

The Committee’s compensation consultant attends most Committee meetings and provides its advice and guidance, as well as relevant market data on executive pay levels, practices and design, to the Committee. For additional details on the engagement and services provided by Compensia, please refer to the “Compensation Consultant Disclosure” section of this proxy statement.

Role of Management

Our CEO makes recommendations to the Committee regarding the salary, incentive target and equity awards for the executive officers other than himself. These recommendations are based on market analysis and guidance provided by the independent compensation consultant on behalf of the Committee and our CEO’s assessment of individual-specific factors, such as the individual’s role and contribution to Company performance and the other factors discussed below. Our CEO is also assisted by the Company’s Human Resources department in making these recommendations.

 

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Juniper Networks, Inc. Notice of 2022 Annual Meeting and Proxy Statement   51​

Based on the guiding principles, the Committee then reviews the various elements of compensation in order to develop our executive compensation program. The following table lists the elements of our 2021 executive compensation program and the primary purpose and performance measures associated with each element.

(1)

Executive AIP program is paid 50% in cash and 50% in fully vested equity.

​

Finally, the Committee continued its practice of setting compensation on an individual basis aligned with our guiding principles for executive compensation. Generally, in determining compensation for our NEOs, the Committee considers a number of factors, including, among other things, each executive’s:

•

individual performance;

​

•

tenure;

​

•

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

​

•

pre-existing compensation arrangements, including equity retention hold;

​

•

internal comparisons and peer market data; and

​

•

ability to impact business results.

​

52   

 Executive Compensation​

Our NEOs’ pay mix emphasizes “at risk” pay opportunities, including performance-based compensation. In 2021, with respect to our CEO’s annual target compensation package, “performance-based” compensation was awarded in the form of an annual cash bonus incentive and performance-based equity. Overall, our CEO’s “variable” compensation in the form of an annual cash bonus incentive and equity awards comprised 90% of his target direct compensation.

2021 Target Pay Mix(1)

 CEO                      Other NEOs

(1)

Reflects (i) salary disclosed in the “Summary Compensation Table”, (ii) the target opportunity for non-equity incentive plan awards disclosed in the “Grants of Plan-Based Awards For Fiscal 2021” table, and (iii) the grant date fair value of all stock awards as disclosed in the “Grants of Plan-Based Awards For Fiscal 2021” table.

​

Competitive Compensation Data

The Committee reviews competitive compensation data to establish market reference points, including data from the Peer Group (as described below) and broader technology company data based on a custom Radford survey.

2021 Peer Group

The Committee utilizes a compensation peer group of publicly traded networking equipment and other high technology companies (the “Peer Group”) to monitor and assess the market competitiveness of the compensation levels of our NEOs relative to similar positions in the Peer Group, and to review the compensation practices of similarly situated companies. In August 2020, the Committee, with input from its compensation consultant, established the Peer Group for use in 2021 compensation benchmarking. In deciding whether a company should be included in the Peer Group, the Committee generally considered the following screening criteria:

•

Industry relevance;

​

•

Revenue and historical revenue growth;

​

•

Market value;

​

•

Business model;

​

•

Scope of operations; and

​

•

Whether the Company is likely to compete with the company in the Peer Group for executive talent.

​

The composition of the Peer Group is regularly reviewed and assessed by the Committee with the assistance of its compensation consultant to take into account changes in both the Company and the companies in the Peer Group based on the selection criteria described above. For 2021, the Committee determined to remove Autodesk, Inc. and Intuit Inc. from the prior year Peer Group, and determined to add Fortinet, Inc., Keysight Technologies, Inc., NCR Corporation and Trimble Inc. For compensation decisions made in 2021, the Peer Group consisted of the 16 companies set forth below.

 

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Juniper Networks, Inc. Notice of 2022 Annual Meeting and Proxy Statement   53​

Section 3 — Elements of Executive Compensation

Base Salary

The Committee reviews base salaries for the NEOs annually and adjusts salaries based on the scope and complexity of responsibilities, growth in experience and capabilities, contributions or responsibilities beyond the typical scope of the role, individual performance, internal comparisons, and market competitiveness as measured against our Peer Group and other competitors for similar executive talent.

Consistent with the criteria above, the Committee approved salary increases for Messrs. Miller, Leelanivas, Athreya and Jewell in February 2021, effective in July 2021, after (i) considering Mr. Rahim’s recommendations, which were based upon analysis and guidance from the independent compensation consultant, including competitive data from our Peer Group and the CEO’s assessment of individual-specific factors and (ii) determining that the increases in base salaries were commensurate with the NEOs’ individual specific performance and responsibilities and the competitive data from our Peer Group. In making such decisions, the Committee also took into account that none of the NEOs received salary increases in 2020. The Committee determined not to increase Mr. Rahim’s base salary, which has remained unchanged since he assumed the role of CEO in 2015. The Committee believes that leaving Mr. Rahim’s base salary unchanged is a clear demonstration of the Committee’s commitment to the guiding principles for our executive compensation program, as described above.

(1)

Mr. Jewell’s annual base salary was paid in British pounds sterling in 2020 and for the portion of 2021 preceding his relocation to the United States.

​

Executive Annual Incentive Plan

Our NEOs have the opportunity to receive annual incentives through our Executive AIP. Consistent with the Committee’s objective to link a significant portion of our NEOs’ compensation to attainment of predetermined annual financial and strategic goals, the Committee established a target annual performance-based incentive opportunity for each NEO, expressed as a percentage of base salary. In setting the amount of the target incentive opportunity, the Committee, with input from its compensation consultant, takes into account competitive market data, the individual’s role and contribution to performance, and internal comparisons. The actual payout may be higher or lower than this target incentive amount, based on Company and/or individual performance factors. In addition, the Committee retains the discretion to reduce each NEO’s payout as determined by the Committee in its sole discretion.

54   

•

The strategic performance component, weighted at 30% of the AIP target payout, was focused on aligning compensation with delivering against our multi-year business strategy beyond near term financials. In order to achieve alignment, the strategic performance metrics were aligned with the Company’s 2021 annual objectives and key results of  (i) driving revenue and margin growth with experience-led, automated solutions and services, (ii) delivering differentiated outcomes across the customer lifecycle by optimizing our customer-facing operational and quality systems, and (iii) strengthening our culture, workforce and results systems in alignment with our business strategy. The Committee believes that delivering to our corporate objectives beyond the in-year financial performance is critical for driving sustainable growth, operational excellence, and long-term value creation for our stockholders. The strategic goals were established at the same time as the financial goals. Each strategic metric is weighted equally.

​

Bonus Shares Granted Pursuant to the Executive Annual Incentive Plan

In order to enhance long-term retention of our NEOs and further align the interests of our NEOs with our stockholders, the Committee determined (i) to award 50% of each NEO’s actual payout under the 2021 AIP in fully vested Bonus Shares in March 2022, following the certification of the achievement of the applicable performance goals at the end of the AIP performance period and (ii) to award the remaining 50% of each NEO’s actual payout under the 2021 AIP in cash. In 2021, the Committee determined to further tie the 2021 AIP to the Company’s stock performance by establishing a conversion price for the Bonus Shares based on the average price of the Company’s stock for the final 30 trading days in 2020. For 2021, the conversion price for the Bonus Shares was $22.10. Because the final value earned under the Bonus Shares is directly tied to our stock price, the Committee believes the Bonus Shares further align our NEOs to the interests of our stockholders and strengthen our retention objectives.

Our NEOs received the following Bonus Shares with respect to the 2021 performance period:

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 Executive Compensation​

(1)

Reflects 50% of the total amount earned under the 2021 AIP.

​

(2)

Reflects the average price of the Company’s stock for the final 30 trading days in 2020.

​

(3)

The Bonus Shares were granted fully vested in March 2022.

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2021 AIP Compensation Decisions

Upon completion of the performance period for 2021, the Committee reviewed the Company’s performance across the predetermined financial and strategic performance goals to verify and approve the attainment of the applicable goals and the calculations of the amounts to be paid to the NEOs. The Committee determined achievement of such goals as shown in the table below. In particular, with respect to the payout associated with the strategic performance goals, the Committee took into consideration, among other things:

Experience First Growth

•

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

​

•

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

​

•

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

​

Differentiated Customer Outcomes

•

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

​

•

Delivering significant total cost of ownership improvements for our customers.

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•

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

​

•

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

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Own It, Live It

•

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

​

•

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

​

•

Continuing to strengthen and role-model our culture and values resulting in record employee engagement survey scores.

​

Performance results for 2021 are summarized below.

*

The components of non-GAAP EPS, along with a reconciliation to EPS, for fiscal year 2021 is provided in our press release furnished with the SEC on January 27, 2022, which reports our preliminary fiscal year 2021 financial results.

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Juniper Networks, Inc. Notice of 2022 Annual Meeting and Proxy Statement   57​

The table below summarizes 2021 AIP cash payouts for the NEOs.

(1)

The amounts reflected in the “Target AIP Cash Payout” column are reflected under the “Bonus” and “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table”.

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Long-Term Equity Incentive Compensation

The Company and the Committee remain focused on aligning the Company’s long-term equity compensation program with stockholder interests. The Committee granted the following types of awards:

•

PSAs with financial performance goals;

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•

RTSR PSAs; and

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•

Service-vested RSUs.

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The Committee, in consultation with its compensation consultant, believes this equity mix aligns with the practices of the Peer Group. Further, the Committee believes that this equity mix continues to align NEO compensation directly with the interests of our stockholders by motivating ongoing stock price appreciation, total shareholder return, and a focus on key top- and bottom-line financial metrics.

In determining the amount of long-term equity incentives to award our NEOs, the Committee reviewed grant values provided to comparable executives of companies in the Peer Group and the survey data, and considered the executive’s respective role, individual performance, and existing unvested equity retention hold.

(1)

Number of Financial PSAs and RTSR PSAs reflect achievement at target. The actual amount of shares that can be earned range from 0-200% based on performance.

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For 2021, the Committee awarded 30% of our NEO’s 2021 long-term equity incentives, which does not include Bonus Shares, in the form of PSAs with financial performance goals, 20% in the form of RTSR PSAs, and 50% in the form of service-vested RSUs. The Committee, in consultation with its compensation consultant, believes that the mix of PSAs and RSUs for our NEOs provides an appropriate balance between performance-based and time-based equity incentives, as it should motivate our NEOs to contribute to the Company’s long-term success and stock price appreciation while also encouraging retention.

Financial Performance Share Awards

Our ability to successfully offer our products and services in a rapidly evolving market requires us to effectively scale and adjust our business to fluctuating market opportunities and conditions on an annual basis, while also remaining focused on long-term success and retention. In this regard, the Committee believes that, by using three concurrent one-year tranches that cliff-vest over a three-year period, the Committee can best align the financial objectives for our NEOs with accountability for both long-term stockholder value creation and the business plans and goals approved by our Board.

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 Executive Compensation​

level of achievement against the performance targets for that year. Vesting for the “banked” shares under PSAs occurs only after the Committee certifies the level of achievement for the third tranche, and any “banked” but unvested shares under PSAs are forfeited if the participant leaves the Company before the vest date.

Given the significant strategic importance to focus on top-line growth in a sustained and reasonable manner in the current market, the Committee determined that a significant focus on corporate revenue, non-GAAP EPS, and software revenue was appropriate. Accordingly, the Committee, in consultation with its compensation consultant, approved the use of financial performance goals for the 2021 performance period under the PSAs. The performance targets are illustrated below.

(1)

The components of non-GAAP EPS, along with a reconciliation to EPS, for fiscal year 2021 are provided in our press release furnished with the SEC on January 27, 2022, which reports our preliminary fiscal year 2021 financial results.

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For 2021, the Committee set target performance goals for the PSAs at levels which it believed at the time to be challenging but achievable and set maximum performance goals at a level which it believed to be very difficult to achieve.

Determination of Payout of 2021 PSA Financial Goals

Upon completion of the performance period for 2021, the Committee reviewed Company performance across the predetermined financial performance goals for the 2021 PSAs. The calculation of the financial performance goals is set forth below:

*

No payout for each financial component if achievement is less than the threshold amount. The actual payout percentage scales linearly between threshold and target and between target and maximum.

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**

The components of non-GAAP EPS, along with a reconciliation to EPS, for fiscal year 2021 is provided in our press release furnished with the SEC on January 27, 2021, which reports our preliminary fiscal year 2021 financial results.

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Juniper Networks, Inc. Notice of 2022 Annual Meeting and Proxy Statement   59​

Shares Earned for 2021 Financial PSA Goal Achievement