Juno 2015 Annual Report Download - page 15

Table of Contents
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The discussion that follows elaborates on our compensation philosophy, the decision-making process governing the compensation of our executive
officers, the components of their compensation program, and the specific items of compensation paid to our named executive officers for 2015.
General Philosophy
The Compensation Committee targets the total direct compensation (base salary, annual target bonus and the grant-date fair value of equity awards)
of our executive officers at a level designed to attract outstanding talent capable of managing and operating large and complex organizations such as ours
and to retain such talent over the long term. The executive management group, which comprises primarily new executive officers over the past two years, is
believed to be a contributing factor to our success and our ability to create and sustain stockholder value. The Compensation Committee does not set the
compensation of our executive officers based on a specific target compensation percentile relative to our peer group, and the market compensation and
performance data are used by us as only one reference point taken into account in making compensation decisions. However, we generally believe that
reviewing and analyzing this information, in addition to considering the Company’s internal compensation relationships, expected individual contribution,
and past performance, is an important component of our executive compensation decision-making process.
Our executive officers are compensated primarily through a combination of base salaries, annual bonus opportunities in the form of cash, and long-
term equity incentives primarily in the form of restricted stock unit awards and stock options tied to multi-year, service-based vesting schedules. The
Compensation Committee evaluates both competitive market data and individual performance to ensure that we maintain our ability to attract and retain
superior executive officers in key positions. The Compensation Committee believes that the most effective way to align management’s incentives with the
long-term interests of our stockholders is to tie a significant portion of executive officer compensation to the achievement of strategic goals and the
appreciation in the value of our common stock, with the ultimate objective of creating and sustaining stockholder value.
Compensation Setting Process
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As discussed earlier in this Form 10-K/A under the “Compensation Committee” section, our executive officer compensation program is overseen and
administered by the Compensation Committee, which consists entirely of “independent” directors as determined in accordance with Rule 5605(a)(2) of the
Nasdaq Marketplace Rules. The Compensation Committee’s objective is to ensure that the total compensation paid to our executive officers, including the
named executive officers, is fair, reasonable and competitive. The Compensation Committee reviews and approves the total compensation, as well as each
compensation element, for our executive officers. Generally, the compensation and benefits provided to the named executive officers are structured similarly
to those provided to our other executive officers. The Compensation Committee makes all decisions regarding the 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. The Compensation Committee operates under a written charter adopted by our Board of Directors, which is reviewed
annually and revised, as appropriate.
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The Compensation Committee makes all decisions with respect to our Chief Executive Officer’s compensation. With respect to all other executive
officers, the Compensation Committee determines their compensation, taking into account the recommendations of our Chief Executive Officer, who
provides the Compensation Committee with an annual performance review of the other executive officers and his recommendations for their compensation
based on those reviews. Generally, our Chief Executive Officer also works with the Compensation Committee to determine the performance targets for our
annual management bonus plans. Notwithstanding the recommendations of our Chief Executive Officer, all decisions with respect to the compensation of our
executive officers are ultimately made by the Compensation Committee in its sole discretion.
Decisions regarding whether to provide executive officers with any other forms of compensation that are not provided to all senior-level employees
(for example, any executive-level health and welfare benefits, deferral plans or perquisites) are made by the Compensation Committee after taking into
consideration the recommendations made by our Chief Executive Officer. Members of our human resources, legal and accounting departments also provide
information, data and other support to the Compensation Committee.
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