Juno 2015 Annual Report Download - page 11

Table of Contents
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The Compensation Committee has the authority to retain the services of an independent compensation consulting firm in connection with its
responsibilities in setting the compensation for our executive officers. Pursuant to that authority, the Compensation Committee has historically engaged
Frederic W. Cook & Co., Inc., a nationally-recognized, independent compensation consulting firm, to review the executive compensation programs and
individual compensation arrangements for our executive officers. The independent consultant provides the Compensation Committee with relevant market
data and alternatives to consider when making compensation decisions regarding our executive officers and considering the recommendations of our Chief
Executive Officer regarding the compensation of our other executive officers. All executive compensation services provided by the independent consultant
are conducted under the direction or authority of the Compensation Committee. During 2015, Frederic W. Cook & Co., Inc. served solely as a consultant to
the Compensation Committee and did not provide any services to management. Based on the six factors for assessing independence and identifying potential
conflicts of interest that are set forth in Rule 10C-1(b)(4) of the Exchange Act, and such other factors as were deemed relevant under the circumstances, the
Compensation Committee determined that its relationship with Frederic W. Cook & Co., Inc., and the work of Frederic W. Cook & Co., Inc. on behalf of the
Compensation Committee, did not raise any conflict of interest.
In addition to the independent consultant, members of our human resources, legal and accounting departments support the Compensation
Committee in its work. For additional information on the Compensation Committee’s activities, its use of outside advisors and its consideration and
determination of executive compensation, see the “Compensation Discussion and Analysis” section, which appears elsewhere in this Form 10-K/A.
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The Board of Directors has established a process to receive communications from stockholders. Stockholders may contact any member (or all
members) of the Board by mail. To communicate with the Board of Directors, any individual director or any group or committee of directors, correspondence
should be addressed to the Board of Directors or any such individual directors or group or committee of directors by either name or title. All such
correspondence should be sent “c/o Corporate Secretary” at 21255 Burbank Boulevard, Suite 400, Woodland Hills, California 91367.
All communications received as set forth in the preceding paragraph will be opened by the office of our General Counsel for the sole purpose of
determining whether the contents represent a message to our directors. Any contents that are not in the nature of advertising, promotions of a product or
service or patently offensive material will be forwarded promptly to the addressee. In the case of communications to the Board or any individual, group or
committee of directors, the General Counsel’s office will make sufficient copies of the contents to send to the director or to each director who is a member of
the group or committee to which the envelope is addressed.
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The Board of Directors understands that board structures vary greatly among U.S. public corporations, and the Board does not believe that any one
leadership structure is more effective at creating long-term stockholder value. The Board believes that an effective leadership structure could be achieved
either by combining or separating the Chairman and Chief Executive Officer positions, so long as the structure encourages the free and open dialogue of
competing views and provides for strong checks and balances. Specifically, the Board believes that to be effective, the governance structure must balance the
powers of the Chief Executive Officer and the independent directors and ensure that the independent directors are fully informed, able to discuss and debate
the issues that they deem important, and able to provide effective oversight of management.
Until November 1, 2013, Mark Goldston served as our Chairman, President and Chief Executive Officer. The Board previously determined that
combining the Chairman and Chief Executive Officer positions was the appropriate leadership structure for the Company and provided effective oversight of
management and strong leadership of the independent directors. The Board believed that combining the Chairman and Chief Executive Officer roles fostered
clear accountability, effective decision making and alignment on corporate strategy. The Board believed this leadership structure was particularly
appropriate for the Company given Mr. Goldston’s continuity of service with the Company since joining NetZero in 1999 and the many changes the
Company had undergone as a result of its diversification through acquisitions. The Board had designated Robert Berglass as the Lead Independent Director
in order to balance the need for effective and independent oversight of management with the need for strong, unified leadership. The Board believed this
structure allowed for a balance of power between the Chief Executive Officer and the independent directors and provided an environment in which its
independent directors were fully informed, had significant input into the content of Board meeting agendas, and were able to provide objective and
thoughtful oversight of management.
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