Juno 2015 Annual Report Download - page 13

Table of Contents
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This section explains our executive compensation program as it relates to our named executive officers for 2015, which consist of our principal
executive officers during 2015, our Chief Financial Officer, and each of our three other most highly-compensated executive officers whose total
compensation in 2015 was in excess of $100,000, including certain former executive officers, as determined under SEC rules. Our named executive officers
for 2015 are:
  
Francis Lobo 40 Former President and Chief Executive Officer (until November 2015)
Howard Phanstiel 67 Former Principal Executive Officer (until January 2016)
Edward Zinser 58 Executive Vice President and Chief Financial Officer
Shahir Fakiri 40 Former Senior Vice President and General Manager, Communications and MyPoints (until
April 2016)
Mark Harrington 49 Executive Vice President and General Counsel
Kesa Tsuda 57 Former Senior Vice President and Chief People Officer (until November 2015)
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Leadership Transition
2015 continued to be a year of transition for the Company. As a result of our continuing efforts to transform our businesses, several of our named
executive officers, including our Chief Executive Officer, General Counsel and Chief People Officer, departed the Company.
· In November 2015, Francis Lobo resigned as Chief Executive Officer, President and as a director of the Company and its
subsidiaries. Immediately following the resignation of Mr. Lobo, the Company appointed Howard Phanstiel as the Company’s Principal
Executive Officer. Mr. Phanstiel served as Principal Executive Officer until Jeffrey Goldstein was appointed as the Company’s Interim Chief
Executive Officer in January 2016.
· In May 2015, Gail Shulman, resigned from her position as Executive Vice President, General Counsel and Secretary. Subsequently, the
company appointed Mark Harrington as the Company’s Executive Vice President, General Counsel and Secretary in August 2015.
· In November 2015, Kesa Tsuda, our former Senior Vice President and Chief People Officer, departed the Company.
2015 Compensation Program
The Compensation Committee of our Board of Directors is responsible for establishing and implementing the compensation philosophy for our
executive officers, including our named executive officers. The overarching principle of our executive compensation program is to reward our executive
officers in a manner that supports a pay-for-performance philosophy while maintaining an overall level of compensation that the Compensation Committee
believes is fair and reasonable to both our executive officers and our stockholders.
The principal features of our 2015 compensation program were as follows:
· Executive officer compensation continued to comprise three primary components: (i) base salary that is designed to be competitive and provide
a level of economic security each year; (ii) an annual bonus opportunity with the target level set at a specified percentage of base salary and
with the actual payment based on attainment of certain specified corporate performance goals and individual performance goals; and (iii) long-
term equity incentive awards designed to align the interests of our executive officers with those of our stockholders. In certain cases, the 2015
equity awards reflect a new-hire equity award that is materially greater than a similar annual equity award would be in order to recruit talented
outside executives.
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