Juno 2015 Annual Report Download - page 19

Table of Contents
The following table includes the annual rate of base salary for each named executive officer for 2016 and 2015. For named executive officers that
were employed less than a year, the table reflects their annual base salary as if they were employed for the entire year.





Edward Zinser $ 350,000 $ 360,500
Shahir Fakiri $ 375,000 $ 375,000
Mark Harrington $ 320,000 $ 330,000

Howard Phanstiel N/A N/A
Francis Lobo $ 700,000 N/A

Kesa Tsuda $ 250,000 N/A
Annual Performance-Based Incentive Compensation
We provide annual performance-based incentive compensation to our executive officers to encourage strong annual performance and the
achievement of strategic corporate objectives. Such compensation is provided through our annual management bonus plan under which specific annual goals
are set and guidelines are established for calculating the incentive compensation payable upon the achievement of those goals at various designated levels.
The bonus earned under such plan may be paid in cash and/or shares of our common stock, as determined by the Compensation Committee at the time the
annual plan is established.
Each year, the Compensation Committee determines the executive officers eligible to participate in the management bonus plan for that year, the
applicable performance goals, and the appropriate levels of bonus potential based on each executive officer’s position. For the past several years, including
2015, revenue and adjusted operating income have been selected as the applicable corporate performance goals. The Compensation Committee believes that
those particular goals serve as appropriate measures of annual operating performance within the control of management and that continued achievement of
strong financial results in those two areas will drive stockholder value. For 2015, revenue was weighted at 40% of the total and adjusted operating income
was weighted at 35%, so that the financial performance goal funded 75% of the aggregate potential bonus that may be earned by a bonus participant. In
addition, the individual performance goal was weighted at 25% of the total potential bonus that may be earned by a bonus participant. The Compensation
Committee believes that those particular goals help to measure and reward individual contributions to the overall success of the business.
The corporate performance goals are established by taking into consideration the financial goals set forth in our annual operating budget and the
Compensation Committee’s assessment of the level of difficulty to meet or exceed those goals in light of the challenges we face in our industry. The
individual performance goals are established by taking into consideration the Compensation Committee’s assessment of each named executive officer’s
responsibilities and departmental functions within the company, and the recommendations of our Chief Executive Officer. The target bonus for each
participant is set at a percentage of the participant’s base salary and takes into account the participant’s relative responsibilities and expected contribution to
our achievement of the applicable goals. For 2015, the Compensation Committee set the annual target bonus opportunity for our then Chief Executive
Officer (Mr. Lobo) at 100% of his base salary, for our General Counsel at 55% of his base salary, and for Senior Vice President and General Manager,
Communications and MyPoints at 60% of his base salary.
 The 2015 Management Bonus Plan was approved by the Compensation Committee in March 2015 (the “2015
Bonus Plan”). The 2015 Bonus Plan was in the form of a cash bonus program under which certain participants could earn a bonus based 75% on the financial
performance of the Company and 25% on the participant’s performance measured against a set of individual performance goals. In addition, each participant
in the 2015 Bonus Plan was eligible to achieve up to 125% of the individual performance component of the target bonus award.
Financial performance under the 2015 Bonus Plan was measured in terms of our revenue and adjusted operating income for 2015, which were
weighted 40% and 35%, respectively, for purposes of determining financial performance. For participants in the 2015 Bonus Plan, the corporate performance
component of the bonus potential was based entirely on the combined financial performance of our Communications segment, Commerce & Loyalty segment
and Social Media segment, because these participants are corporate officers with responsibility for all of our businesses. Individual performance under the
2015 Bonus Plan was measured against a set of pre-approved individual performance goals.
For purposes of determining financial performance under the 2015 Bonus Plan, adjusted operating income was set in a manner consistent with our
historical methodology for calculating adjusted operating income for financial reporting purposes.
18