Juno 2015 Annual Report Download - page 18

Table of Contents
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Edward Zinser $ 224,510 64.2% 91.6%
Mark Harrington (a) $ 67,200 50.4% 91.6%
(a) Mr. Harrington commenced employment with us in August 2015 and was not a direct participant in the 2015 Bonus Plan due to his
commencement of employment in August 2015; however, his bonus was calculated as if he participated in the 2015 Bonus Plan. His
actual bonus award was prorated for hire date. Percentages shown reflect the award earned prior to proration.
(4) Represents the grant-date fair value of equity incentive awards in accordance with ASC 718.
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For 2015, the principal components of direct compensation for our executive officers, including the named executive officers, were as follows:
· Base salary;
· Annual performance-based incentive compensation in the form of cash bonus awards; and
· Long-term equity incentives.
Base Salary
We provide our executive officers with a base salary to maintain a fixed amount of compensation for their services each year that provides a
reasonable level of economic security and stability from year to year. All of our executive officers have offer letters or employment agreements that set their
base salary at not less than an initial specified dollar amount each year. The Compensation Committee generally reviews base salary levels annually and may,
in its discretion, increase those levels.
The Compensation Committee generally reviews base salary levels taking into consideration the following:
· Competitive market data (including data regarding the Peer Group);
· Internal review of the executive officer’s compensation, both as compared to our other executive officers and relative to other executive officers
of the Peer Group;
· Scope of responsibility and professional experience of the executive officer; and
· Overall performance of the individual executive officer and that of the company.
In effecting any such base salary increases, the Compensation Committee also takes into consideration the recommendations of our Chief Executive
Officer with respect to executive officers other than himself and market data provided by the independent consultant. The Compensation Committee reviews
the Chief Executive Officer’s base salary in consultation with the independent consultant.
In February 2015, the Compensation Committee conducted its annual review of base salaries for 2015. The Compensation Committee reviewed the
comparative compensation data for the Revised Peer Group and also considered our historical operating results and internal operating budget. Based on this
review, the Compensation Committee did not increase the base salaries of any 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. Mr. Harrington’s base salary was determined in conjunction with his hiring as Executive Vice President and General
Counsel in August 2015. His base salary contains a slight increase from the Company’s prior Executive Vice President and General Counsel, who departed
the Company in May 2015.
In March 2016, the Compensation Committee conducted its annual review of base salaries for 2016. The Compensation Committee reviewed the
comparative compensation data for the 2016 Peer Group and also considered our historical operating results and internal operating budget. Based on this
review, the Compensation Committee increased the base salaries of two of our continuing named executive officers. Mr. Zinser received a $10,500 increase in
his base salary, and Mr. Harrington received a $10,000 increase in his base salary.
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