Juno 2015 Annual Report Download - page 16

Download and view the complete annual report

Please find page 16 of the 2015 Juno annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 54

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54

Table of Contents

The Compensation Committee has the authority to engage its own independent advisor to assist in carrying out its responsibilities. The
Compensation Committee has historically engaged Frederic W. Cook & Co., Inc., a nationally recognized, independent compensation consulting firm (the
“independent consultant”) to review the executive officer compensation programs and individual compensation arrangements for our executive officers. The
independent consultant reports directly to the Compensation Committee and does not perform any other work for our Board of Directors or for management
other than advising on executive compensation matters. In addition, the independent consultant may confer with management from time to time for purposes
of compiling information and answering questions in connection with projects assigned to such consultant by the Compensation Committee. In 2015, the
Compensation Committee continued to engage the independent consultant to analyze executive officer compensation and to provide peer company data to
assist the Compensation Committee in making executive compensation decisions. The Compensation Committee has evaluated the independence of the
independent consultant and whether the independent consultant’s work raised any conflict of interest, taking into consideration the following factors: (i) the
provision of other services to our company by the independent consultant; (ii) the amount of fees we paid to the independent consultant as a percentage of
the independent consultant’s total revenue; (iii) the independent consultant’s policies and procedures that are designed to prevent conflicts of interest;
(iv) any business or personal relationship of the independent consultant or the individual compensation advisors employed by it with an executive officer of
our company; (v) any business or personal relationship of the individual compensation advisors with any member of the compensation committee; and
(vi) any stock of our company owned by the independent consultant or the individual compensation advisors employed by it. Based on its analysis of the
factors above, the Compensation Committee has determined that the work of the independent consultant and the individual compensation advisors
employed by it as compensation consultants to us has not created any conflict of interest. Additional information regarding the Compensation Committee’s
use of outside advisors may be found under the heading “Independent Compensation Consultant” in this Form 10-K/A.
Setting Executive Officer Compensation
The Compensation Committee considers relevant pay practices and performance for a peer group of industry competitors when making
compensation decisions. In particular, the Compensation Committee compares total direct compensation (i.e., base salary, annual performance-based
incentive compensation and long-term equity incentives) and, where comparative information is available, each element of such total direct compensation
against a peer group of publicly-traded companies with online, digital media or retail components to their businesses and revenue levels and market
capitalization in a similar range as ours (the “Peer Group”). The Compensation Committee periodically reviews and updates the Peer Group, which consists of
companies generally in online or retail businesses with which we compete for talent and for stockholder investment. The Peer Group is selected by the
Compensation Committee with guidance from the independent consultant.
In September 2014, the Peer Group was reviewed and changes were made to remove companies that were acquired or outside the objective size
criteria, and to add similarly-sized publicly-traded internet software and services companies in order to more closely align the peer group companies with the
revenue and market cap size of the company (the “Revised Peer Group”). The Revised Peer Group comprises the following companies and was analyzed for
purposes of setting executive officer compensation for 2015:
· Angie’s List
· Autobytel
· Brightcove
· Cinedigm
· Demand Media
· Dice Holdings
· Digital River
· Internap Network Services
· IntraLinks Holdings
· Limelight Networks
· Marchex
· Millennial Media
· Move
· QAD
· QuinStreet
· RealNetworks
· Rosetta Stone
· Tech Target
· Travelzoo
· XO Group
15