Juno 2015 Annual Report Download - page 14

Table of Contents
· We structure a significant percentage of each executive officer’s total direct compensation (consisting of base salary, target bonus opportunity
and equity awards) to be “at-risk” by being linked to our performance. In 2015, approximately 70% of the total direct compensation of
Mr. Lobo, our Chief Executive Officer for the majority of 2015, was performance-based (consisting of target bonus and equity award grants).
· The Compensation Committee limited increases in base salary and determined not to increase the base salary of our named executive officers,
other than Mr. Fakiri, who received a $100,000 increase in his base salary in connection with his March 2015 promotion to the position of
Senior Vice President and General Manager, Communications and MyPoints.
· A significant component of our executive officer compensation program is long-term equity incentive awards. These awards contribute to our
pay-for-performance objective in that their value is tied directly to the performance of our common stock. For 2015, given the importance of
transforming United Online, Inc. into a technology growth company, the Compensation Committee determined to award long-term equity
incentives in the form of both restricted stock units and stock options to our named executive officers as an employment retention tool during a
period of critical transformation.
· The Compensation Committee maintains a cash bonus program under which executive officers are eligible to earn a bonus based on objective
financial performance of the Company and the individual performance of our executive officers. In 2015, the Compensation Committee
included a set of individual performance goals to our management bonus plan in order to help to measure and reward individual contributions
to the overall success of the business. Corporate performance goals are set at rigorous levels to encourage our executive officers to achieve
results that drive stockholder value and individual performance goals measure and reward individual contributions to the overall success of the
business. Bonus payments are capped at a specific dollar amount and percentage of base salary for each executive officer.
· We continued our policy of not providing any significant perquisites to our executive officers. We also did not provide any non-qualified
deferred compensation arrangements or supplemental executive retirement plans. Wealth-accumulation opportunities for our named executive
officers continued to be provided primarily through long-term equity incentive awards, thereby aligning their interests with those of our
stockholders.
· For purposes of setting compensation for 2015, the Compensation Committee engaged an independent compensation consultant and conducted
an annual assessment of executive compensation, including reviewing competitive market and peer company data prepared by the
Compensation Committee’s independent compensation consultant to ensure that we provide competitive compensation packages to attract,
retain and incentivize our executive officers to achieve success for our company and our stockholders.
· Howard Phanstiel, who served as the Company’s Principal Executive Officer from November 2015 to January 2016, did not receive any
compensation in his capacity as Principal Executive Officer. Mr. Phanstiel has served as our Chairman since November 2013 and as one of our
directors since October 2008.
2015 Advisory Vote Regarding Executive Compensation Program
At the 2015 annual meeting of stockholders, our stockholders were presented with an opportunity to vote, on an advisory basis, to approve the
compensation of our named executive officers, as described in the Compensation Discussion and Analysis, the compensation tables and the accompanying
narrative disclosure contained in the proxy statement issued with respect to that meeting. Our stockholders overwhelmingly approved the proposal, with over
90% of the votes cast in favor of the proposal.
As part of our continuing efforts to transform our businesses and appropriately incentivize our leadership team, the Compensation Committee
reviews and considers our executive compensation programs, and values and considers the feedback of our stockholders, including the results of the
proposal. Given that the proposal was supported by over 90% of the votes cast, the Compensation Committee determined not to make any significant
changes to our executive compensation program as a result of the advisory vote.
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