Juno 2015 Annual Report Download - page 10

Table of Contents
Compensation Committee. The Compensation Committee consists of five directors, Messrs. Armstrong, Coleman, Denman, and Miller and
Dr. Scott, each of whom is an independent director as defined in Rule 5605(a)(2) of the Nasdaq Marketplace Rules. Mr. Denman was appointed to the
Compensation Committee in June 2015. The Compensation Committee administers our executive compensation programs and is responsible for reviewing
the compensation of our executive officers and determining the nature and amount of the various components of such compensation, including adjustments
to annual base salary and the establishment of the applicable performance goals under our annual management incentive bonus plan and the specific bonus
amount for each potential level of goal attainment. The Compensation Committee also administers our equity incentive plans and has the exclusive authority
to make awards under such plan to our executive officers. The Compensation Committee also approves all employment agreements, severance or termination
arrangements, and other compensatory contracts or arrangements made with our executive officers. The Compensation Committee will also perform other
functions or duties as may be assigned to it under the terms of any executive compensation or equity-based benefit plan or as otherwise deemed appropriate
by our Board of Directors. The Compensation Committee held 11 meetings during 2015. The Compensation Committee operates under a written charter
adopted by our Board of Directors, which is reviewed annually and revised as appropriate.
The Compensation Committee makes all decisions regarding the cash and equity compensation of our Chief Executive Officer, although the
Compensation Committee may, in its discretion, request the concurrence or approval of such decisions by a majority of the independent members of our
Board of Directors. With respect to all other executive officers, the Compensation Committee determines their compensation, taking into account the
recommendations of our Chief Executive Officer who annually reviews the performance of the other executive officers and then presents to the Compensation
Committee the conclusions reached and his recommendations for their compensation based on those reviews. The Compensation Committee can, and often
does, exercise its discretion in determining whether to approve or modify any recommended compensation adjustments or equity awards. Decisions regarding
any other forms of compensation provided to our executive officers that are not provided to all senior-level employees (for example, any executive-level
health and welfare benefits, deferral plans and perquisites) are made by the Compensation Committee after taking into consideration the recommendations
made by our Chief Executive Officer.
The Compensation Committee has the authority to retain the services of independent counsel, consultants or other advisors, including an
independent compensation consulting firm, in connection with its responsibilities in setting compensation for our executive officers. Additional information
regarding the Compensation Committee’s use of outside advisors may be found under the “Independent Compensation Consultant” section, which appears
elsewhere in this Form 10-K/A. Additional information concerning the compensation policies and objectives established by the Compensation Committee is
included in the “Compensation Discussion and Analysis” section, which appears elsewhere in this Form 10-K/A. The Compensation Committee Report for
the 2015 fiscal year may be found in this Form 10-K/A.
Effective March 1, 2015, the Board created a new compensation subcommittee and appointed Mr. Coleman and Mr. Miller as the initial members of
the subcommittee. The compensation subcommittee has the authority to approve the grant of stock options and restricted stock units in connection with the
hiring of new employees and promotion or performance-related awards to employees who are not executive officers. There are prescribed limits on the
subcommittee’s authority, including annual share limits.
Secondary Compensation Committee. The Board of Directors had delegated to the Secondary Compensation Committee of the Board the authority,
concurrent with that of the Compensation Committee, to make discretionary awards under our equity incentive plan to employees other than our executive
officers. For 2015, the Secondary Compensation Committee consisted of the individuals then serving as our Chief Executive Officer, Chairman of the Board,
and Chairman of the Compensation Committee. Those individuals were Francis Lobo, Howard Phanstiel and Kenneth Coleman, respectively. The Secondary
Compensation Committee held one meeting in 2015 and was dissolved in March 2015.
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