Juniper Networks, Inc., a Delaware corporation (“Juniper Networks,” the “Company,” “we” or “our”), is committed to having sound corporate governance principles. Having such principles is essential to running our business efficiently and to maintaining our integrity in the marketplace. Juniper Networks’ Corporate Governance Standards and Worldwide Code of Business Conduct and Ethics applicable to all Juniper Networks employees, officers and directors are available at http://investor. juniper.net/investor-relations/corporate-governance/ default.aspx. Our Worldwide Code of Business Conduct and Ethics complies with the rules of the Securities and Exchange Commission, or the SEC, and the listing standards of the New York Stock Exchange, or the NYSE. This code of ethics is posted on our website at www.juniper.net, and may be found as follows: (1) from our main Web page, first click on “About Juniper” and then on “Investor Relations,” (2) next, select “Corporate Governance” and then click on “Worldwide Code of Business Conduct and Ethics.” Alternatively, you may obtain a free copy of this code of ethics by contacting the Investor Relations Department at our corporate offices by calling 1-408-745-2000 or by sending an e-mail message

to investor-relations@juniper.net. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of this code of ethics by posting such information on our Website, at the address and location specified above.

Juniper Networks has also adopted procedures for raising concerns related to accounting and auditing matters in compliance with the listing standards of the NYSE. Concerns relating to accounting, legal, internal controls or auditing matters may be brought to the attention of either the Company’s Concerns Committee (comprised of the Company’s Chief Financial Officer, General Counsel, Chief Compliance Officer, Head of Human Resources, Chief Customer Officer, Chief Accounting Officer and the Head of Internal Audit), to the Audit Committee directly or to an anonymous reporting channel maintained by the Company. Concerns are handled in accordance with procedures established with respect to such matters under our Reporting Ethics Concerns Policy. For information on how to contact the Audit Committee directly, please see the section entitled “Communications with the Board” below.

Our Board of Directors (the “Board”) has determined that, except for Rami Rahim and Pradeep Sindhu, each of whom is an employee of the Company, and Kevin DeNuccio, none of the current directors have a material relationship with Juniper Networks (either directly or as a partner, stockholder or officer of an organization that has a relationship with Juniper Networks). The Board has also determined that the following (1) directors, (2) former directors who served during fiscal 2015 and (3) director nominees are independent within the meaning of the NYSE director independence standards: Messrs. Robert M. Calderoni, Gary Daichendt, James Dolce, Scott Kriens, J. Michael Lawrie, Rahul Merchant, David Schlotterbeck and William R. Stensrud and Ms. Mary B. Cranston and Ms. Mercedes Johnson.

The Board has determined that each of the members of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee of the Board has no relationship with Juniper Networks (either directly or as a partner, stockholder or officer of an organization that has a relationship with Juniper Networks) and is “independent” within the meaning of the NYSE director independence standards, including

in the case of the members of the Audit Committee and the Compensation Committee, the heightened “independence” standard required for such committee members set forth in the applicable SEC and NYSE rules. The members of the Compensation Committee are also non-employee directors as defined in Rule 16b-3 of the Exchange Act and the members of the Performance Award Subcommittee of the Compensation Committee (which was established on January 6, 2016 and consists of at least two members of the Compensation Committee) are outside directors as defined in Section 162(m) of the Internal Revenue Code of 1986, as amended.

In making the determination of the independence of our directors, the Company considered all transactions in which Juniper Networks was a participant and any director had any interest, including transactions involving Juniper Networks and payments made to or from companies and entities in the ordinary course of business where our directors serve as partners, directors or as a member of the executive management of the other party to the transaction, including, without limitation, certain transactions described in the “Certain Relationships and Related Transactions” section below.

Kevin DeNuccio, a director and director nominee, became President and Chief Executive Officer and a director of Violin Memory, Inc. (“Violin”) in February 2014. In 2013, Juniper Networks purchased approximately $4.0 million in products and services from Violin. The agreements that pertain to these transactions were negotiated and maintained at arm’s length, and we do not believe they are material to the results of operations or business of Juniper Networks.

Although these purchases occurred prior to Mr. DeNuccio joining Violin, the Board determined that the nature, size and circumstances of the relationship between Juniper Networks and Violin preclude a determination of independence of Mr. DeNuccio under applicable SEC and NYSE rules because the purchases exceeded 2% of Violin’s consolidated gross revenues in its 2013 fiscal year.

Annual Election and Majority Voting Standard

Each of our directors serve for a one-year term and are required to stand for reelection at every annual meeting of stockholders.

Our bylaws provide that each director nominee must receive the majority of the votes cast with respect to that director nominee (i.e., the number of shares voted “FOR” a director nominee must exceed the number of votes cast “AGAINST” that director nominee). However, in the event that a stockholder has properly nominated a person or persons for election to the board and such nomination is not timely withdrawn prior to the first mailing of our notice of a meeting where directors are to be elected, then each director nominee shall be elected by a plurality of the votes cast.

If a director nominee who is currently serving as a director is not elected at the annual meeting, under Delaware law the director will continue to serve on the Board as a “holdover director.” However, pursuant to our Corporate Governance Standards, as a condition to re-nomination, each incumbent director is required to submit a resignation from the Board in writing to the Chair of the Nominating and Corporate Governance Committee of the Board. If the director nominee fails to receive the requisite vote contemplated by our Bylaws, the Nominating and Corporate Governance Committee will make a recommendation to the Board as to whether to accept or reject the resignation, or whether other action should be taken. The Board will act on the Nominating and Corporate Governance Committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of the election results. Thus, the resignation will become effective

only if the director nominee fails to receive a majority of votes cast for re-election and the Board accepts the resignation.

Board Committees

The Board has a standing Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. The membership during the last fiscal year and the principal function of each of these committees are described below. Each of these committees operates under a written charter adopted by the Board. The charters of these committees are available on Juniper Networks’ website at http://investor.juniper.net/investor-relations/corporate-governance/default.aspx. In addition, the Board has a Stock Committee comprised of the Chief Executive Officer, Chief Financial Officer and a non-employee director, currently Mr. Stensrud. The Stock Committee has authority to grant equity and cash awards to employees who are not executive officers. The Board has also established M&A and Offering Committees for specific purposes, such as the review and approval of certain acquisitions and the issuance of securities, respectively. The M&A Committee consists of Messrs. Rahim, Calderoni and Stensrud, and the Offering Committee consists of Messrs. Rahim, Calderoni and DeNuccio. In January 2015, the Board established a Nominations Committee, consisting of Messrs. Calderoni, Daichendt, and Kriens and Ms. Johnson, to consider the suitability of our director nominees in connection with our 2015 annual meeting. Consideration of our director nominees in connection with our 2016 annual meeting has been assumed by our Nominating and Corporate Governance Committee. During 2015, each director attended at least 75% of all Board and applicable committee meetings.

Audit Committee

The Audit Committee, among other duties, assists the Board in fulfilling its responsibilities for general oversight of the integrity of Juniper Networks’ financial statements, Juniper Networks’ compliance with legal and regulatory requirements, the independent registered public accounting firm’s qualifications, independence and performance, the performance of Juniper Networks’ internal audit function, Juniper Networks’ internal accounting and financial controls, the independent counsel investigating possible violations by the Company of the U.S. Foreign Corrupt Practices Act, and risk management policies. The Audit Committee works closely with management as well as our independent registered public accounting firm to fulfill its obligations. In addition, in order to further strengthen the Audit Committee’s oversight responsibilities, each of the Vice President of Internal Audit and the Chief Compliance Officer report directly into the Audit Committee. The Audit Committee has the authority to obtain advice and assistance from, and receive appropriate funding from Juniper Networks for, outside legal, accounting or other advisors as the Audit Committee deems necessary to carry out its duties.

The report of the Audit Committee is included herein on page 51. The charter of the Audit Committee is available on our website at http://investor.juniper.net/investor-relations/corporate-governance/default.aspx.

Compensation Committee

The Compensation Committee discharges the Board’s responsibilities relating to compensation of our executive officers, including evaluation of the Chief Executive Officer; reviews the Compensation Discussion and Analysis and prepares an annual report on executive compensation, for inclusion in Juniper Networks’ proxy statement; and has overall responsibility for approving and evaluating executive officer compensation plans, policies and programs. The Compensation Committee also has responsibility for reviewing the overall equity award practices of the Company. The Compensation Committee has the authority to obtain advice and assistance from, and receive appropriate funding from Juniper Networks for, outside legal, compensation consultants or other advisors as the Compensation Committee deems necessary to carry out its duties.

The report of the Compensation Committee is included herein beginning on page 36. The charter of the Compensation Committee is available on our website at http://investor.juniper.net/investor-relations/corporate-governance/default.aspx.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee seeks and recommends the nomination of individuals qualified to become Board members, consistent with

criteria approved by the Board, and oversees the governance of the Board, including establishing and ensuring compliance with our corporate governance standards; and identifies best practices and recommends corporate governance principles, including giving proper attention and making effective responses to stockholder concerns regarding corporate governance.

The charter of the Nominating and Corporate Governance Committee is available on our website at http://investor.juniper.net/investor-relations/corporate-governance/default.aspx.

The Board’s leadership structure is comprised of a Chairman of the Board, a Chief Executive Officer and a Lead Independent Director who is appointed, and at least annually reaffirmed, by at least a majority of Juniper’s independent directors. In the current structure, the roles of Chief Executive Officer and Chairman of the Board are separated. Our Chief Executive Officer is responsible for setting the strategic direction for the Company and the day to day leadership and performance of the Company. Mr. Kriens, the Chairman of the Board, has served as Chairman of the Board since 1996 and served as Chief Executive Officer from 1996 to 2008. The Chairman of the Board sets the agenda for Board meetings, presides over meetings of the full Board and, in conjunction with the Nominating and Corporate Governance Committee, contributes to board governance and board process matters.

The Board believes that this structure benefits the Company by enabling the Chief Executive Officer to focus on strategic matters while the Chairman of the Board focuses on Board process and governance matters, and also allows the Company to benefit from Mr. Kriens’ experience as a former Chief Executive Officer.

Until his resignation from the Board on February 11, 2015, Mr. Lawrie served as Lead Independent Director. Since March 27, 2015, Mr. Daichendt has served as the Lead Independent Director. In addition to the duties of all Board members, the position of the Lead Independent Director comes with significant responsibilities pursuant to the Corporate Governance Standards, which are approved by the Board, which are to:

The Board believes that this overall structure of a separate Chairman of the Board and Chief Executive Officer, combined with a Lead Independent Director, results in an effective balancing of responsibilities, experience and independent perspectives that meets the current corporate governance needs and oversight responsibilities of the Board.

The independent directors of the Company meet at least quarterly in executive sessions. Executive sessions of the independent directors are chaired by the Lead Independent Director (if and when the Chairman is not “independent” under applicable standards). The executive sessions include discussions and recommendations regarding guidance to be provided to the Chief Executive Officer and such topics as the independent directors determine.

In addition to the foregoing process, the Company also discusses Board composition and corporate governance matters from time to time with several major stockholders and incorporates those perspectives into its overall identification and selection process.

Each of the directors nominated for election at the 2016 annual meeting was evaluated and recommended to the Board for nomination by the Nominating and Corporate Governance Committee, and nominated by the Board for election.

Our Board believes that the directors and the Chief Executive Officer should collaborate on succession planning and that the entire Board should be involved in the critical aspects of the succession planning process for our Chief Executive Officer, including establishing selection criteria that reflect our business strategies, identifying and evaluating potential internal candidates, and making key management succession decisions. Management succession is regularly discussed by the

directors in Board meetings and in executive sessions of the Board. Our Board annually conducts a detailed review of the Company’s leadership pipeline, talent strategies and succession plans for key executive positions. Directors become familiar with potential successors for key management positions through various means, including the comprehensive annual talent review, Board dinners and presentations and informal meetings.

The Board has an active role, as a whole and also at the committee level, in overseeing management of Company risk. This role is one of informed oversight rather than direct management of risk. The Board regularly reviews and consults with management on strategic direction, challenges and risks faced by the Company. The Board also reviews and discusses with management quarterly financial results and forecasts. The Audit Committee of the Board oversees management of financial risks and, pursuant to its charter, provides oversight of, and reviews at least annually, the Company’s risk management policies, including its investment policies and anti-fraud program, as well as management’s overall risk management process. The Compensation Committee of the Board is responsible for overseeing the management of risks relating to and arising from the Company’s executive compensation plans and arrangements. These committees provide regular reports on the Company’s risk management efforts, generally on a quarterly basis, to the full Board.

Management is responsible for the direct management and oversight of legal, financial, regulatory, and commercial risk matters, which includes identification and mitigation of associated areas of risk. Risks to the Company are identified through the compliance committee and the risk management committee, which are two separate management committees that are focused on compliance and risk management. Both management committees consider risk in the following six categories: operational, strategic, legal, regulatory, financial, and reputational risks. The compliance committee focuses

on legal and regulatory compliance risks, and the risk management committee focuses on operational and strategic risks. In addition, both management committees evaluate and seek to align risk management and our compliance programs with the Company’s overall strategy.

Annually, management reviews with the Board a comprehensive assessment of risks for the Company based upon the COSO Enterprise Risk Management – Integrated Framework methodology. In addition, throughout the year, the Chief Executive Officer and other members of senior management, including our Chief Financial Officer, Chief Compliance Officer and General Counsel, regularly review with the Board key strategic and operational issues, opportunities, and risks. The General Counsel provides regular reports of legal risks to the Audit Committee and the Board. The Chief Compliance Officer, Chief Financial Officer, the Controller and the Vice President of Internal Audit provide regular reports to the Audit Committee concerning compliance, financial, tax and audit related risks. In addition, both the Board and the Audit Committee receive periodic reports and presentations from management on the Company’s risk mitigation programs and efforts, compliance programs and efforts, investment policy and practices and the results of various internal audit projects. Management and the Company’s compensation consultant provide analysis of risks related to the Company’s compensation programs and practices to the Compensation Committee.

Stockholders of Juniper Networks and other parties interested in communicating with the Board or any member of our Board may write to them c/o Juniper Networks, Inc., 1133 Innovation Way, Sunnyvale, California 94089. The Nominating and Corporate Governance Committee of the Board has approved a process for handling communications received by the Company. Under that process, the General Counsel receives and logs communications directed to the Board

or any member of the Board, and, unless marked “confidential”, reviews all such correspondence and regularly (not less than quarterly) forwards to the Board, the Lead Independent Director, Chairman of the Board or the independent directors of the Board, as applicable, a summary of such correspondence and copies of such correspondence. Communications marked “confidential” will be logged as received by the General Counsel and then will be forwarded to the addressee(s).

The Compensation Committee is responsible for reviewing and making recommendations to the Board regarding all matters pertaining to compensation paid to non-employee directors for Board, committee and committee chair services. Under the Compensation Committee’s charter, the committee is authorized to engage consultants or advisors in connection with its review and analysis of director compensation. Directors who also serve as employees of the Company do not receive payment for services as directors.

In making non-employee director compensation recommendations, the Compensation Committee takes various factors into consideration, including, but not limited to, the responsibilities of directors generally, as well as committee chairs, and the forms of compensation paid to directors by comparable companies. The Board reviews the recommendations of the Compensation Committee and determines the form and amount of director compensation.

In August 2015, our Compensation Committee recommended, and in September 2015 our Board of Directors approved changes to the director meeting

fees and retainers paid to our non-employee directors based on recommendations made by the Compensation Committee’s independent compensation advisor, Semler Brossy. Semler Brossy conducted an analysis of the Company’s compensation practices for non-employee directors as compared to the Company’s peers and concluded that (i) overall committee service pay and committee membership retainers were below median, (ii) the premiums for Audit and Compensation Committee Chair service were above median and (iii) the premium for Nominating and Corporate Governance Committee Chair service was below median. Following consultation with Semler Brossy, the Compensation Committee recommended, and the Board approved, increased overall committee service pay and committee membership retainers, decreased the premiums for Audit Committee and Compensation Committee Chair service and increased the premium for Nominating and Corporate Governance Committee Chair service, as set forth below.

In addition, in November 2015, following discussion with Semler Brossy, our Compensation Committee recommended and our Board (with the members of the Audit Committee recused from the discussion and

approval) approved, a special annual fee of $60,000 to be paid to members of our Audit Committee for the substantial additional services (including additional meetings and additional discussions during routine meetings) provided in connection with the Audit Committee’s oversight of the investigations by the U.S. Department of Justice and U.S. Securities and Exchange Commission into possible violations by the Company of the U.S. Foreign Corrupt Practices Act, which we refer to as the FCPA Investigation. The Board approved this special fee because the FCPA Investigation has resulted in a significant increase in the responsibilities, meetings and overall time commitment

of our Audit Committee members. This annual fee will be paid for services previously rendered in each of our fiscal years 2014 (by Mr. Calderoni and Ms. Johnson) and 2015 (by Messrs. Calderoni and Merchant and Ms.Johnson) and going forward. The actual amount of the special annual fee paid to each director with respect to services rendered in fiscal years 2014 and 2015 will be reduced to the extent that a director received payments for attending committee meetings beyond 18 total committee meetings in a calendar year as a result of Audit Committee meetings that are substantially related to the FCPA Investigation.

The following table shows compensation information for our non-employee directors for fiscal 2015. Mr. Rahim and Dr. Sindhu have not received any separate compensation for their Board service.

Compensation information for Mr. Rahim and Dr. Sindhu is included in the Summary Compensation Table on page 37.

There are ten nominees for election as directors at this year’s annual meeting – Robert M. Calderoni, Gary Daichendt, Kevin DeNuccio, James Dolce, Mercedes Johnson, Scott Kriens, Rahul Merchant, Rami Rahim, Pradeep Sindhu and William Stensrud. Information regarding the business experience of each director nominee is provided below. A discussion of the primary experience, qualifications, attributes and skills of each director nominee that led our Board and Nominating and Corporate Governance Committee to the conclusion that he or she should serve or continue to serve as a director is included below each of the director and director nominee biographies. Each of the director nominees will be elected to serve a one-year term until the Company’s annual meeting of stockholders in 2017 and until their respective successors are elected. There are no family relationships among our executive officers and directors.

If you sign your proxy or voting instruction card or vote by telephone or over the Internet but do not give instructions with respect to the voting of directors, your shares will be voted for the ten persons recommended by the Board. If you do not give voting instructions to your broker, your broker will not be able to vote your shares and your shares will not be voted on this matter.

Recommendation

Our Board recommends a vote FOR the election to the Board of Robert M. Calderoni, Gary Daichendt, Kevin DeNuccio, James Dolce, Mercedes Johnson, Scott Kriens, Rahul Merchant, Rami Rahim, Pradeep Sindhu and William Stensrud.

Vote Required

Provided a quorum is present, directors will be elected by a majority of the votes cast with respect to the director nominee at the annual meeting (i.e., the number of shares voted “FOR” a director nominee must exceed the number of votes cast “AGAINST” that director nominee). If a director nominee who is currently serving as a director is not elected at the annual meeting, under Delaware law the director will continue to serve on the Board as a “holdover director.” However, as a condition to re-nomination, each incumbent director is required to submit a resignation from the Board in writing to the Chair of the Nominating and Corporate Governance Committee of the Board. The resignation will become effective only if the director fails to receive a majority of votes cast for re-election and the Board accepts the resignation.

Mr. Calderoni has served as Executive Chairman of Citrix Systems, Inc., or Citrix, since October 2015 and as a member of the board of directors of Citrix since June 2014. From October 2015 until January 2016, he served as the Interim Chief Executive Officer and President of Citrix. Since 2015, Mr. Calderoni has served as a senior advisor to Silver Lake, a leader in technology investments. He served as Chairman and Chief Executive Officer of Ariba, Inc., or Ariba, an SAP company, and President SAP Cloud of SAP AG, a provider of spend management solutions, from October 2012 to January 2014. Mr. Calderoni also served as a member of SAP’s Global Managing Board from November 2012 until January 2014. Prior to the acquisition of Ariba by SAP in October 2012, Mr. Calderoni was Chairman and Chief Executive Officer of Ariba, beginning in October 2001. From January 2001 to October 2001, Mr. Calderoni served as Ariba’s Executive Vice President and Chief Financial Officer. From November 1997 to January 2001, he served as Chief Financial Officer at Avery Dennison Corporation, a manufacturer of pressure-sensitive materials and office products. From June 1996 to November 1997, Mr. Calderoni served as Senior Vice President of Finance at Apple Computer, a provider of hardware and software products and Internet-based services. Mr. Calderoni also serves as a member of the board of directors of KLA-Tencor, Inc., a semiconductor equipment manufacturer.

Qualifications

As a result of Mr. Calderoni’s service as Interim Chief Executive Officer and President of Citrix and Chief Executive Officer of Ariba, he has broad leadership and executive expertise and a knowledge and understanding of software and software as a service business issues. In addition, Mr. Calderoni’s experience as a Chief Financial Officer of two publicly traded companies and in other finance roles has provided him with broad experience in finance, including accounting and financial reporting. This experience has led Juniper’s Board of Directors to determine that he is an “audit committee financial expert” as that term is defined in Item 407(d)(5) of Regulation S-K under the 1934 Act. He is able to contribute this financial expertise as a Board member and as Chair of the Audit Committee. Mr. Calderoni’s experience as a director in other public companies also provides him with an understanding of corporate governance and the operation of other boards of directors.

Mr. Daichendt has been principally occupied as a private investor since June 2005 and has been a managing member of Theory R Properties LLC, a commercial real estate firm, since October 2002. Mr. Daichendt served as President and Chief Operating Officer of Nortel Networks Corporation, a supplier of communication equipment, from March 2005 to June 2005. Prior to joining Nortel Networks, Mr. Daichendt served in a number of senior executive positions at Cisco Systems, Inc., a manufacturer of communications and information technology networking products, for six years, including as Executive Vice President, Worldwide Operations from August 1998 to December 2000, and as Senior Vice President, Worldwide Operations from September 1996 to August 1998. Mr. Daichendt currently serves as a Director of NCR Corporation and Polycom, Inc. and previously served as a director of ShoreTel, Inc., from April 2007 to February 2015, and Emulex Corporation from February 2014 to May 2015.

Qualifications

Mr. Daichendt’s experience as an officer of various networking industry companies has provided him with expertise in management and operations and an extensive understanding of the networking industry. Mr. Daichendt also brings public company governance experience as a member of boards and board committees of other public technology companies.

Mr. DeNuccio became President and Chief Executive Officer of Violin Memory, a flash based storage array solutions company, in February 2014. Prior to joining Violin Memory, Mr. DeNuccio served as a co-founder of Wild West Capital, LLC, a venture and technology consulting firm he co-founded in July 2012. Prior to that, Mr. DeNuccio served as Chief Executive Officer of Metaswitch Networks, a provider of carrier systems and software solutions that enable communication networks to migrate to open, packet-based architectures, from February 2010 to July 2012. Mr. DeNuccio was President and Chief Executive Officer of Redback Networks Inc., a provider of advanced communications networking equipment, from August 2001 to January 2008, during which time it was acquired by Telefonaktiebolaget LM Ericsson, or Ericsson, in January 2007 and operated as a wholly-owned subsidiary of Ericsson. Mr. DeNuccio held various positions at Cisco Systems, Inc. from 1995 to 2001, including Senior Vice President of Worldwide Service Provider Operations. Previously, Mr. DeNuccio was the founder, President and Chief Executive Officer of Bell Atlantic Network Integration Inc., a wholly-owned subsidiary of Bell Atlantic (now Verizon Communications). Mr. DeNuccio has a B.A. in Finance from Northeastern University and an M.B.A. from Columbia University. Mr. DeNuccio has served as a director of Violin Memory since February 2014, and Calix, Inc. since September 2012. Mr. DeNuccio previously served as a director of Sandisk Corporation from August 2009 to February 2014 and Metaswitch Networks from December 2008 to February 2014.

Qualifications

Mr. DeNuccio’s experience as a senior executive at many companies in the technology industry, including as chief executive officer at two networking companies, has provided him with senior leadership and executive experience and management, operational and technological expertise. Mr. DeNuccio also brings public company governance experience as a member of boards and board committees of other technology companies.

Mr. Dolce became the Chief Executive Officer and a director at Lookout, Inc., a mobile security company, in March 2014. Prior to joining Lookout, Mr. Dolce was the Vice President of carrier market development at Akamai Technologies, Inc. from December 2012 until February 2014, and prior to that, he was the Founder and Chief Executive Officer at Verivue, Inc., which was acquired by Akamai, from 2006 until December 2012. Prior to Verivue, Mr. Dolce served as Executive Vice President of worldwide field operations at Juniper Networks from 2002 to 2006, where he led Juniper’s global sales, marketing and customer service efforts. Mr. Dolce joined Juniper Networks through its acquisition of Unisphere Networks, Inc., where he served as Chief Executive Officer from 1999 to 2002. Mr. Dolce served on the board of directors of Infinera Corporation from May 2014 until January 2016. Mr. Dolce holds a bachelor’s degree in computer engineering from the University of Rhode Island.

Qualifications

Mr. Dolce’s experience as a senior executive at many companies in the technology industry, including as chief executive officer at Lookout, Verivue and Unisphere, has provided him with senior leadership and executive experience and management, operational and technological expertise. In addition, his prior experience at Juniper Networks provides him with a detailed knowledge of Juniper’s customers and industry. Mr. Dolce also brings public company governance experience as a member of boards and board committees of other technology companies.

Ms. Johnson was Interim Chief Financial Officer of Intersil Corporation from April 2013 through September 2013, and was the Senior Vice President and Chief Financial Officer of Avago Technologies Limited, a supplier of analog interface components for communications, industrial and consumer applications, from December 2005 to August 2008. She also served as the Senior Vice President, Finance, of Lam Research Corporation from June 2004 to January 2005 and as Lam’s Chief Financial Officer from May 1997 to May 2004. Ms. Johnson holds a degree in Accounting from the University of Buenos Aires and currently serves on the Board of Directors for Micron Technology, Inc., a manufacturer of semiconductor devices, Intersil Corporation, a manufacturer of analog and mixed-signal circuits, and Teradyne, Inc., a leading provider of automatic test equipment.

Qualifications

Ms. Johnson’s extensive experience as a senior financial executive at several technology companies has given her broad knowledge and expertise in finance, including accounting and financial reporting rules and regulations, and in-depth expertise in corporate development, management and operations. This experience has led Juniper’s Board of Directors to determine that she is an “audit committee financial expert” as that term is defined in Item 407(d)(5) of Regulation S-K under the 1934 Act. She also brings public company governance experience as a member of boards and board committees of other technology companies. She can contribute this expertise as a Board member and a member of the Audit and Nominating and Governance Committees.

Mr. Kriens has served as Chairman of the Board of Directors of Juniper Networks since October 1996 and served as Chief Executive Officer of Juniper Networks from October 1996 to September 2008, and as an employee of Juniper Networks from September 2008 through April 2011. From April 1986 to January 1996, Mr. Kriens served as Vice President of Sales and Vice President of Operations at StrataCom, Inc., a telecommunications equipment company, which he co-founded in 1986. Mr. Kriens also serves on the board of directors of Equinix, Inc., a provider of global data center services.

Qualifications

As a result of Mr. Kriens’ prior service as the Company’s Chief Executive Officer, he developed an extensive understanding of the Company’s business and the networking industry and can contribute to the Board a highly informed perspective on the business independent from that of the Chief Executive Officer. Mr. Kriens’ experience with the Company from its early stages also offers the Board insight into the evolution of the Company, including from execution, cultural, operational, competitive and industry points of view. In addition, his experience as a director of other technology companies provides him with an understanding of the operation of other boards of directors that he can contribute in his role as Chairman.

Mr. Merchant became Executive Vice President and Chief Information Officer of TIAA-CREF in April 2015, and has run his own advisory firm since April 2014. Prior to joining TIAA-CREF, he was the Chief Information and Innovation Officer for the City of New York from April 2012 to February 2014. From 2009 to April 2012, Mr. Merchant was a partner at Exigen Capital, a private equity firm based in New York City. From 2006 until 2008, Mr. Merchant was Executive Vice President, Chief Information Officer and Member of the Executive Committee at Fannie Mae. He also served as Senior Vice President, Chief Information Officer and Chief Technology Officer at Merrill Lynch & Co. from 2000 to 2006. Mr. Merchant has also held senior leadership positions at Cooper Neff and Associates, Lehman Brothers, Sanwa Financial Products and Dresdner Bank. Mr. Merchant previously was a member on the board of directors of Emulex Corporation, Level 3 Communications, Inc., Sun Microsystems, Inc. and Fair Isaac Corporation. Mr. Merchant has a Bachelor of Science in electrical engineering from Bombay University, a master’s degree in mathematics and computer science from Memphis State University and a M.B.A. from Temple University.

Qualifications

Mr. Merchant’s experience as a senior technology executive at many companies in the financial industry and in the public sector has provided him with senior leadership and executive experience and management, operational and technological expertise, as well as a detailed knowledge of Juniper’s customers and industry. As a Chief Information Officer, Mr. Merchant’s provides the Company with meaningful insight and experience related to information technology, cybersecurity best practices and the relationship between information security programs and broader business goals and objectives. Mr. Merchant also brings public company governance experience as a member of boards and board committees of a number of other technology companies.

Mr. Rahim joined Juniper Networks in January 1997 and was appointed as Chief Executive Officer of the Company in November 2014. Previously, Mr. Rahim served as Executive Vice President and General Manager, Juniper Development and Innovation, responsible for driving innovation across the Company through the oversight of all research and development programs, strategy, development, and business growth across the portfolio of routing, switching, and security. He has also overseen the ongoing evolution of silicon technology and the Junos operating system. In addition, Mr. Rahim has served at Juniper Networks in a number of roles, including Executive Vice President, Platform Systems Division, Senior Vice President and General Manager, Edge and Aggregation Business Unit, and Vice President, Product Management for the Edge and Aggregation Business Unit. Prior to that, Mr. Rahim spent the majority of his time at the Company in the development organization where he helped with the architecture, design and implementation of many Juniper Networks core, edge, and carrier Ethernet products. Mr. Rahim holds a Bachelor of Science degree in Electrical Engineering from the University of Toronto and a Master of Science degree in Electrical Engineering from Stanford University.

Qualifications

Mr. Rahim’s day-to-day involvement in the Company’s business has provided him with extensive knowledge and understanding of the Company and its industry. As Chief Executive Officer, he is able to provide the Company’s Board of Directors with insight and information related to the Company’s strategy, financial condition, operations, competitive position and business. His prior experience in a number of management roles at Juniper Networks provided him with in-depth industry and business experience in building and operating complex networks and a detailed knowledge of Juniper’s customers and industry. In addition, his experience with Juniper from its early stages also offers the Board insight into the evolution of the Company, including from execution, cultural, operational, competitive and industry points of view.

Dr. Sindhu founded Juniper Networks in February 1996 and served as Chief Executive Officer and Chairman of the Board of Directors until September 1996. Since then, Dr. Sindhu has served as Vice Chairman of the Board of Directors and Chief Technical Officer of Juniper Networks. In 2015, Dr. Sindhu co-founded Fungible, Inc. (“Fungible”), a startup focused on data center computing and storage. Dr. Sindhu and the Company agreed that he would be permitted to devote a portion of his working time to Fungible, but Dr. Sindhu’s duties, responsibilities and obligations to the Company remain unchanged and he continues to serve as our Chief Technology Officer and as Vice Chairman of the Board. From September 1984 to February 1991, Dr. Sindhu worked as a Member of the Research Staff, and from March 1987 to February 1996, as the Principal Scientist, and from February 1994 to February 1996, as Distinguished Engineer at the Computer Science Lab at Xerox Corporation, Palo Alto Research Center, a technology research center.

Qualifications

As the founder and Chief Technical Officer of the Company, Dr. Sindhu is a leading expert in networking technology and is able to provide the Board with an understanding of the Company’s products and technology as well as provide expert perspective on industry trends and opportunities. Dr. Sindhu’s experience with the Company from its founding also offers the Board insight into the evolution of the Company, including from execution, cultural, operational, competitive and industry points of view.

Mr. Stensrud is a Partner of the SwitchCase Group, a consulting company, the Chairman and Chief Executive Officer of InstantEncore.com, a provider of web and mobile technology to the performing arts, and Chairman and Principal at Interactive Fitness Holdings, a designer and manufacturer of virtual stationary bicycles. From January 2007 to March 2007, he served as Chairman and CEO of Muze, Inc., a provider of business-to-business digital commerce solutions and descriptive entertainment media information. Mr. Stensrud was a general partner with the venture capital firm of Enterprise Partners from January 1997 to December 2006. Mr. Stensrud was an independent investor and turn-around executive from March 1996 to January 1997. During this period, Mr. Stensrud served as President of Paradyne Corporation and as a director of Paradyne Corporation, Paradyne Partners LLP and GlobeSpan Corporation, Inc. (acquired by Conexant, Inc.), all data networking companies. From January 1992 to July 1995, Mr. Stensrud served as President and Chief Executive Officer of Primary Access Corporation, a data networking company acquired by 3Com Corporation. From 1986 to 1992, Mr. Stensrud served as the Marketing Vice President of StrataCom, Inc., a telecommunications equipment company, which Mr. Stensrud co-founded.

Qualifications

Mr. Stensrud’s years of experience in venture capital and in the management of a wide variety of technology companies have exposed him to a broad range of issues affecting businesses, including a number of businesses in the technology industry. Mr. Stensrud’s experience as an operating executive in the telecommunications and data communications industry provides the Board and management with knowledge and perspective on the Company’s daily operating challenges. His work has included analyzing and focusing on improving various aspects of businesses, including operations, strategies and financial performance.

The Audit Committee of the Board has appointed Ernst & Young LLP, an independent registered public accounting firm, to audit Juniper Networks’ consolidated financial statements for the fiscal year ending December 31, 2016. During fiscal 2015, Ernst & Young served as Juniper Networks’ independent registered public accounting firm and also provided certain tax and other audit related services. See “Principal Accountant Fees and Services” on page 44. Representatives of Ernst & Young are expected to attend the annual meeting, where they are expected to be available to respond to appropriate questions and, if they desire, to make a statement.

Although ratification is not required by our bylaws or otherwise, the Board is submitting the selection of Ernst & Young LLP to our stockholders for ratification because we value our stockholders’ views on the Company’s independent registered public accounting firm and as a matter of good corporate practice. If the appointment is not ratified, the Audit Committee will consider whether it should select other independent auditors. Even if the appointment is ratified, the Audit Committee, in its discretion, may appoint a different independent registered public accounting firm as Juniper Networks’ independent auditors at any time during the year if the Audit Committee determines that such a change would be in the Company’s and its stockholders’ best interests.

Recommendation

Our Board recommends a vote “FOR” the ratification of the appointment of Ernst & Young LLP, an independent registered public accounting firm, as Juniper Networks’ auditors for the 2016 fiscal year.

Vote Required

Provided a quorum is present, ratification of the appointment of Ernst & Young LLP, an independent registered public accounting firm, as auditors for fiscal 2016 requires the affirmative vote of a majority of the shares of Juniper Networks common stock present in person or represented by proxy and entitled to be voted at the meeting.

We are requesting that stockholders approve the amendment and restatement of the Juniper Networks, Inc. Performance Bonus Plan, effective January 1, 2017 (the “Performance Bonus Plan”). The performance-based compensation exception under Section 162(m) of the Internal Revenue Code of 1986, as amended, or Section 162(m), requires that the stockholders of the Company approve the material terms of the Performance Bonus Plan at least every five years. The Performance Bonus Plan was most recently approved by the Company’s stockholders at the 2011 annual meeting of stockholders. Therefore, the Company is asking stockholders to again approve the Performance Bonus Plan in order to satisfy the stockholder approval requirement under Section 162(m).

As proposed for approval, the primary changes to the Performance Bonus Plan from the version approved by the stockholders in 2011 are:

The amendment and restatement of the Performance Bonus Plan was adopted by the Compensation Committee on November 11, 2015, subject to stockholder approval. The material terms of the Performance Bonus Plan, as they have been amended since the 2011 annual meeting of stockholders, are summarized below.

Recommendation

Our Board recommends a vote “FOR” the approval of the amendment and restatement of the Performance Bonus Plan.

If you sign your proxy or voting instruction card or vote by telephone or over the Internet but do not give instructions with respect to this proposal, your shares will be voted for approval of the foregoing proposal, as recommended by the Board. If you do not give voting instructions to your broker, your broker will not be able to vote your shares and your shares will not be voted on this matter.

Vote Required

Provided a quorum is present, approval of the amendment and restatement of our Performance Bonus Plan requires the affirmative vote of a majority of the shares of Juniper Networks common stock present in person or represented by proxy and entitled to be voted at the meeting.

Purpose of the Request for Approval

Section 162(m) limits the deductibility of bonuses paid to a company’s principal executive officer and its next three most highly compensated officers (other than its principal financial officer), unless they qualify as performance-based compensation under Section 162(m).

Briefly, Section 162(m) requires the following to ensure that performance-based bonuses paid to participants under the Performance Bonus Plan are fully deductible:

Description of the Performance Bonus Plan

The material features of the Performance Bonus Plan are summarized below. This summary does not purport to be a complete description of all the provisions of the Performance Bonus Plan, and this summary is qualified in its entirety by reference to the text of the Performance Bonus Plan, which is attached to this proxy statement as Annex A.

ELIGIBILITY. Our executive officers who are chosen solely at the discretion of the Compensation Committee are eligible to participate in the Performance Bonus Plan. Because our executive officers are eligible to receive awards under the Performance Bonus Plan, our executive officers have an interest in this proposal. No person is automatically entitled to participate in the Performance Bonus Plan in any year.

PURPOSE. The purpose of the Performance Bonus Plan is to motivate the participants to achieve our corporate and business unit performance objectives and to reward them when those objectives are satisfied.

ADMINISTRATION. The Performance Bonus Plan is administered by the Compensation Committee consisting of no fewer than two members of the Board that qualify as “outside directors” under Section 162(m).

DETERMINATION OF AWARDS. Under the Performance Bonus Plan, participants are eligible to receive cash payments based upon the attainment and certification of certain objective, pre-established performance criteria as determined by the Compensation Committee. The performance measures for any performance period will be any one or more of the following objective performance criteria, applied to either the Company as a whole or, except with respect to stockholder return metrics, to a region, business unit, affiliate or business segment, and measured either on an absolute basis or relative to a pre-established target, to a previous period’s results, to a designated comparison group or to another performance measure, in each case as specified by the Compensation Committee. Financial metrics may be determined in accordance with United States Generally Accepted Accounting Principles, or GAAP, in accordance with accounting principles established by the International Accounting Standards Board, or IASB, or which may be adjusted when pre-established to exclude any items otherwise includable under GAAP or IASB:

(i) cash flow (including operating cash flow or free cash flow), (ii) cash position, (iii) revenue (on an absolute basis or adjusted for currency effects), (iv) revenue growth, (v) contribution margin, (vi) gross margin, (vii) operating margin, (viii) operating expenses or operating expenses as a percentage of revenue,

(ix) earnings (which may include, but is not limited to, earnings before interest, taxes, depreciation and/or amortization and net earnings), (x) earnings per share, (xi) operating income, (xii) net income, (xiii) stock price, (xiv) return on equity, (xv) total stockholder return, (xvi) growth in stockholder value relative to a specified publicly reported index (such as the S&P 500 Index), (xvii) return on capital, (xviii) return on assets or net assets, (xix) return on investment, (xx) economic value added, (xxi) operating profit or net operating profit, (xxii) market share, (xxiii) contract awards or backlog, (xxiv) overhead or other expense reduction, (xxv) credit rating, (xxvi) objective customer indicators, (xxvii) new product invention or innovation, (xxviii) attainment of research and development milestones, (xxix) improvements in productivity, (xxx) attainment of objective operating goals, and (xxxi) objective employee metrics.

Awards that are not intended to comply with the performance-based compensation exception under Section 162(m) may be adjusted by the Compensation Committee in its sole discretion.

The performance criteria may differ for each participant. Our Compensation Committee retains the discretion to reduce or eliminate any award that would otherwise be payable pursuant to the Performance Bonus Plan. The Compensation Committee may also grant awards not intended to comply with the performance-based compensation exception under Section 162(m), and for those awards, the Compensation Committee, in its sole discretion, may increase the amount of an award otherwise payable under the Performance Bonus Plan.

PAYMENT OF AWARDS. The payment of a bonus for a given performance period generally requires the participant to be employed by the Company as of the date the bonus is paid. All awards will be paid in cash as soon as is practicable following determination of the award. The Compensation Committee may also defer the payment of awards in its discretion, as necessary or desirable to preserve the deductibility of such awards under Section 162(m).

MAXIMUM AWARD. The amounts that will be paid pursuant to the Performance Bonus Plan are not currently determinable. The maximum bonus payment that any participant may receive under the Performance Bonus Plan in any of our fiscal years is $20,000,000.

AMENDMENT AND TERMINATION. The Compensation Committee may amend, modify, suspend or terminate the Performance Bonus Plan, in whole or in part, at any time, including the adoption of amendments deemed necessary or desirable to correct any defect or supply omitted data or reconcile any inconsistency in the Performance Bonus

Plan or in any award granted thereunder; provided, however, that no amendment, alteration, suspension or discontinuation shall be made which would impair any payments to participants made prior to such amendment, modification, suspension or termination, unless the Compensation Committee has made a determination that such amendment or modification is in the best interests of all persons to whom awards have theretofore been granted. In addition, in no event may such amendment or modification result in an increase in the amount of compensation payable pursuant to any award.

INDEMNIFICATION. Our Board of Directors and Compensation Committee are generally indemnified by the Company for any liability arising from claims relating to the Performance Bonus Plan.

Federal Income Tax Consequences

Subject to the approval by the stockholders of the proposal described herein, the Company may be entitled to a deduction equal to the amount of income recognized by a participant. However, if the proposal is not approved by stockholders and the Compensation Committee implements alternative methods of paying bonuses in lieu of the Performance Bonus Plan commencing in 2017,

the future deductibility by the Company of any such bonuses may be limited by Section 162(m). Because of the fact-based nature of the performance-based compensation exception under Section 162(m) and the limited availability of binding guidance thereunder, the Company cannot guarantee that the awards under the Performance Bonus Plan will qualify for exemption under Section 162(m); however, the Performance Bonus Plan is structured with the intention that the Compensation Committee (or the Subcommittee thereof) will have the discretion to make awards under the Performance Bonus Plan qualify as “performance-based compensation” and be fully deductible.

New Plan Benefits

Future benefits under the Performance Bonus Plan are not determinable because awards under the Performance Bonus Plan are determined based on actual future performance. Cash bonuses paid to our named executive officers for the Company’s 2015 fiscal year are shown in this Proxy Statement in the Summary Compensation Table on page 37 and discussed in more detail in the section entitled Compensation Discussion and Analysis beginning on page 19.

This proposal provides our stockholders with the opportunity to cast an advisory vote on the compensation of our named executive officers, or NEOs, pursuant to section 14A of the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act. For more detail on our NEOs, please see the Compensation Discussion and Analysis beginning on page 19 and the Summary Compensation Table beginning on page 37. This proposal, commonly known as a “Say on Pay” proposal, gives you, as a stockholder, the opportunity to express your views on our executive compensation programs and policies and the compensation paid to our NEOs.

The Say on Pay vote is advisory, and therefore not binding on the Company, the Compensation Committee or the Board of Directors. Although the vote is non-binding, the Compensation Committee and the Board will review the voting results, seek to determine the cause or causes of any significant negative voting, and take them into consideration when making future decisions regarding executive compensation programs. The Company’s current policy is to hold a Say on Pay vote each year, and we expect to hold another advisory

vote with respect to executive compensation at the 2017 annual meeting. At our 2015 annual meeting of stockholders, approximately 96% of votes cast were in favor of our NEO compensation program.

We design our executive compensation programs to implement our core objectives of (i) providing competitive pay, (ii) paying for performance, and (iii) aligning management’s interests with the interests of long-term stockholders. We believe that our CEO’s compensation, and that of our other NEOs, in 2015 is well aligned with the Company’s performance and the interests of our stockholders, and reflects our objective of to link pay with performance for our NEOs. In deciding how to vote on this proposal, we encourage you to read the Executive Compensation section of this proxy statement set forth immediately below this proposal, including the Compensation Discussion and Analysis, the compensation tables and the narrative discussions, for a detailed description of our executive compensation philosophy and programs, the compensation decisions the Compensation Committee has made under those programs, the factors considered in making those decisions, and changes made to such programs as a result of our stockholder

engagement and the results of last year’s advisory vote to approve executive compensation.

Recommendation

The Board believes the Company’s executive compensation programs use appropriate structures and sound pay practices that are effective in achieving our core objectives. Accordingly, the Board of Directors recommends that you vote “FOR” the following resolution:

“RESOLVED, that Juniper Networks, Inc. stockholders approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed pursuant to the Securities and Exchange Commission’s compensation disclosure rules, including the Compensation Discussion and Analysis and Executive Compensation sections of this proxy statement.”

If you sign your proxy or voting instruction card or vote by telephone or over the Internet but do not give instructions with respect to this proposal, your shares will be voted

“FOR” the proposal, as recommended by the Board. If you do not give voting instructions to your broker, your broker will not be able to vote your shares and your shares will not be voted on this matter.

Vote Required

Provided a quorum is present, the advisory approval of our executive compensation requires the affirmative vote of a majority of the shares of Juniper Networks common stock present in person or represented by proxy and entitled to be voted at the meeting. As this is an advisory vote, the result will not be binding on the Company, the Board of Directors or the Compensation Committee. However, the Compensation Committee, which is responsible for designing and administering the Company’s executive compensation programs, values the opinions expressed by our stockholders and will take the outcome of the vote under advisement in evaluating our executive compensation principles, design and practices.

The Company’s Compensation Committee (the “Committee”) is comprised entirely of non-employee directors and has the responsibility of approving compensation for our officers who are designated as reporting officers under Section 16 of the Exchange Act (“Section 16 officers”). The Performance Award Subcommittee of the Committee (the “Subcommittee”) is comprised entirely of outside directors and has the responsibility of approving Section 16 officer incentive compensation programs as defined in Section 162(m) of the Internal Revenue Code of 1986, as amended. Generally, the types of compensation and benefits

provided to Section 16 officers are also provided to other non-Section 16 officers reporting to the Chief Executive Officer. Throughout this proxy statement, the individuals who served as the Company’s Chief Executive Officer or Chief Financial Officer during 2015, as well as the other individuals included in the Summary Compensation Table on page 37, are referred to as the “named executive officers,” or “NEOs.” This discussion provides an overview of our executive compensation framework and philosophy, and describes and analyzes the 2015 compensation program for the NEOs of the Company, who are listed below.

2015 Performance and Pay Outcomes

Fiscal year 2015 was a year of strong financial and operational performance for Juniper Networks. Compared to 2014, we increased revenue, non-GAAP

operating income, non-GAAP operating margin, and non-GAAP diluted earnings per share. The table below highlights certain year-over-year key performance indicators.

As further detailed below, the Committee has consistently adopted a philosophy that emphasizes “pay for performance.” Accordingly, our strong financial results and stock price performance for 2015 are directly reflected in the outcomes of our executive pay programs. In summary, achievement of performance results as described above resulted in the following executive compensation program outcomes:

Stockholder Engagement and Changes for 2016

At our 2015 annual meeting of stockholders approximately 96% of votes cast were in favor of our named executive officer compensation program, representing an increase from the 86% rate at our 2014 annual meeting. Following our “Say-on-Pay” advisory vote, Juniper Networks continued its practice of meeting with significant stockholders to obtain their perspectives on our executive compensation programs. In this regard, representatives from Juniper Networks, including our Committee Chairperson and Vice President, Investor Relations, spoke

with eight of our largest stockholders owning in total approximately 23% of our outstanding common stock.

The Committee evaluated the results of the “Say-on-Pay” advisory vote, as well as took into consideration the perspectives of stockholder feedback. Following consultation with the Committee’s independent compensation consultant, the Committee continued its practice of evolving the design for our executive officers’ compensation programs to meet our changing business needs. Certain significant changes to our executive compensation programs and equity dilution target for 2016 are summarized below.

Corporate Governance Framework

The Committee takes seriously its duty to maintain a comprehensive governance framework that is aligned with

market leading practice and standards. Therefore, the Committee has adopted a strong corporate governance framework for executive compensation that includes the components described below.

Roles

The Company’s executive compensation programs are overseen by the Committee and Subcommittee, with support provided by the independent compensation consultant, and the Chief Executive Officer and management. Each of their roles is described below.

Role of the Compensation Committee and Subcommittee

The Committee is comprised entirely of independent directors and has the responsibility of approving compensation for our officers who are designated as reporting officers under Section 16 of the Exchange Act. The Subcommittee is comprised entirely of outside directors and has the responsibility of approving Section 16 officer incentive compensation programs as defined in Section 162(m) of the Internal Revenue Code of 1986, as amended. This includes evaluation of the Chief Executive Officer and overall responsibility for approving and evaluating executive officer

compensation plans, policies, and programs. In addition, the Committee has responsibility for reviewing the overall equity award practices of the Company. The Committee has the authority to obtain advice and assistance from, and receive appropriate funding from Juniper Networks for, outside legal counsel, compensation consultants, or other advisors as the Committee deems necessary to carry out its duties.

The Committee independently decides the salary, incentive target and equity awards for the Chief Executive Officer with input from its independent compensation consultant. Based on the information presented from the independent compensation consultant, the Committee discusses the Chief Executive Officer’s contribution and performance, Company performance, the competitive market, and the other factors discussed below, and independently makes compensation decisions in an executive session, without members of management present.

Role of the Independent Compensation Consultant

The Committee has the authority to engage its own advisors to assist in carrying out its responsibilities. In addition, the Committee is free to replace its compensation advisors or retain additional advisors at any time.

During 2015, the Committee engaged Semler Brossy Consulting Group, LLC (“Semler Brossy”) to advise the Committee on executive compensation. The Committee determined that Semler Brossy is an independent compensation advisor under the rules of the New York Stock Exchange and there are no conflicts of interest. For details on the engagement and services provided by Semler Brossy, please refer to the “Compensation Consultant Fee Disclosure” section of this proxy statement beginning on page 43. During the 2015 fiscal year,

Semler Brossy did not provide any services unrelated to executive compensation, and therefore received no fees for additional services.

Role of the Chief Executive Officer and Management

The Chief Executive Officer makes recommendations to the Committee regarding the salary, incentive target and equity awards for the NEOs (except for himself). These recommendations are based on analysis and guidance provided by the compensation consultant on behalf of the Committee and the Chief Executive Officer’s assessment of individual specific factors, such as the individual’s role and contribution to Company performance and the other factors discussed below. The Chief Executive Officer is also assisted by the Senior Vice President, Human Resources in making these recommendations.

Competitive Compensation Data

The Committee reviews competitive compensation data to establish market reference points, including data from the Peer Group and published surveys, as described below.

2015 Peer Group

The Committee, with input from Semler Brossy, has established a peer group of publicly-traded networking equipment and other high technology companies set forth in the table below (the “Peer Group”). In deciding whether a company should be included in the Peer Group, the Committee generally considers the following screening criteria:

This list is regularly reviewed and updated by the Committee with the assistance of Semler Brossy to take into account changes in both the Company’s business and the businesses of the companies in the Peer Group. The data on the compensation practices of the Peer Group is gathered through publicly available information.

For competitive benchmarking purposes, the positions of our NEOs were compared to similar positions in the Peer Group, and the compensation levels for comparable positions in the Peer Group as presented by Semler Brossy were examined to become informed about competitive pay levels and practices. For compensation decisions made in early 2015, the Peer Group consisted of the companies set forth below.

Peer Group Changes for 2016

In August 2015, the Committee reviewed the current Peer Group and, with input from Semler Brossy, decided to make several changes for future compensation decisions.

Published Surveys

The Committee additionally reviews broader technology company data to provide market context. For the 2015 annual compensation review, compensation data was drawn from the Radford 2014 Executive Compensation

Survey for a broader list of technology companies of comparable size, approximately $4.8 billion in annual revenue.

After reviewing the Peer Group and survey compensation data presented by Semler Brossy, the Committee takes into consideration other factors, such as internal equity, individual performance, tenure, leadership skills, and ability to impact business performance. In addition, while recruiting and retaining key executive talent, the compensation decisions may be determined based on negotiations with such individuals and can reflect such factors as the amount of compensation that the individual would forego by joining or remaining with the Company or relocation costs. The Committee also takes into consideration tally sheets and the results from the “Say-on-Pay” advisory vote and feedback we receive when we conduct ongoing stockholder outreach in the evaluation of our executive compensation programs and policies.

The program uses a mix of fixed and variable compensation elements and is designed to drive corporate performance using measures that correlate to stockholder value and align with our financial and strategic Company goals. The Committee has also established a market

positioning framework to provide a starting point in compensation decision-making; final decisions regarding compensation opportunity for executive officers take into account individual performance, tenure, criticality of role, and ability to impact business results.

Base Salary

In 2015, the Committee independently decided not to provide a base salary increase to Mr. Rahim as his salary for 2015 was determined as part of his promotion to Chief Executive Officer in November 2014. Mr. Rahim provided the Committee with his recommended base salary changes for the other NEOs, in light of analysis

and guidance from Semler Brossy, including competitive data from our Peer Group and his assessment of individual-specific factors. The Committee determined that in connection with Mr. Davidson’s promotion in January 2015 to provide a salary increase commensurate with his expanded responsibilities as EVP, Juniper Development & Innovation. As noted in the table below, no other NEOs received pay increases in 2015.

Consistent with our key program objective to have a significant portion of each NEO’s compensation tied to performance, the Company has established a target annual performance-based incentive opportunity for each NEO, expressed as a percentage of base salary. In setting the amount of the target incentive, the Committee, with input from Semler Brossy, takes into account the competitive market data described above, desired positioning against market, the individual’s role and contribution to performance, and internal equity.

The actual award earned may be higher or lower than this target incentive amount, based on Company and/or individual performance factors.

For 2015, target incentives (expressed as a percentage of base salary) for all NEOs remained consistent with 2014 levels. With respect to the 2015 AIP, a portion of each NEO’s (other than Mr. Martin) target opportunity under the AIP was awarded in performance shares (“Bonus PSUs”) at the beginning of the AIP performance period, as discussed in more detail below. The target incentives as a percentage of base salary for 2015 are presented below.

NEOs could earn annual cash incentives for 2015 based on an achievement of pre-determined goals in the AIP. Incentives under the 2015 AIP were initially funded based on the achievement of a minimum level of GAAP Operating Income equal to $300 million, which the Company achieved for fiscal year 2015. The 2015 AIP was then comprised of three components: Non-GAAP Operating Income Gate, Financial metrics, and Strategic metrics, in order to drive executive focus on achievement of pre-determined goals that contributed to overall Company performance. With respect to the Non-GAAP Operating Income Gate, a threshold amount of non-GAAP operating income must be achieved to earn any amounts under the AIP. If the gate is achieved, the AIP will then pay out based

on the Financial and Strategic components, weighted 70% and 30%, respectively. The Financial component was comprised of non-GAAP corporate operating margin and revenue growth targets, consistent with the 2014 AIP construct. The Committee utilized these financial metrics as it believes that both non-GAAP operating margin expansion and revenue growth are critical to stockholder value creation. The Strategic component was focused on a number of key objectives that the Committee believes contributed to operational and financial results, including customer satisfaction, market share gain, and employee engagement. The Committee evaluates the achievement of each strategic objective on a quantitative scale. The 2015 AIP design is illustrated below.

Assuming achievement of the Non-GAAP Operating Income Gate, the actual amounts paid to individual NEOs under the AIP depend on the level of achievement against the objectives. Because of an increase in the difficulty of the financial metrics, the Committee decided to increase the maximum bonus funding from 150% to 200%. Maximum bonus pool funding is 200%, and NEOs can earn anywhere between 0%-200% of their

respective target incentive based on actual performance, less the portion of the 2015 AIP delivered in Bonus PSUs. For 2015, the Committee established target performance goals for non-GAAP operating income, non-GAAP operating margin, and revenue growth per the table below. The Financial and Strategic goals were the same for all individuals in the AIP.

For 2015, the Funding Gate was $885M in non-GAAP operating income. Our 2015 non-GAAP corporate operating income of $1,165.7M, as described in our Current Report on Form 8-K filed with the SEC in January 2016, exceeded the Operating Income Gate, allowing the AIP to pay out based on attainment of Financial and Strategic components. Actual 2015 non-GAAP operating margin was between Target and Max, while revenue growth produced a multiplier of 1.10x on the non-GAAP operating margin payout. As a result, payout for the Financial component (weighted at 70% of the overall plan) was 88.0% of target.

For the Strategic objectives-based payouts, the Committee evaluated performance for each objective and determined the score was 65% of target. This score reflects above-target performance for the employee engagement objective, and below-target performance for the customer satisfaction and market share objectives. As a result, payout for the Strategic component (weighted at 30% of the overall plan) was 19.5% of target. The combined payouts for Financial and Strategic components was 107.5% of target.

In order to enhance retention of our executives and further align the interest of our NEOs with the long-term success of the Company, the Committee awarded approximately 50% of each NEO’s (other than Mr. Martin) target opportunity under the 2015 AIP in Bonus PSUs at the beginning of the AIP performance period. The Bonus PSUs vest over a two year period (subject to achievement of performance conditions), which is approximately one year longer than the period required to earn the cash portion of the AIP. In connection with the longer vesting

period for the Bonus PSUs, the Committee awarded Bonus PSUs in the amount equal to 1.5 times the approximately 50% target opportunity for each applicable NEO. The Bonus PSUs vest only if the 2015 AIP Operating Income Gate and the 2015 AIP Threshold non-GAAP operating margin, as set forth in the chart below, are achieved. If the performance criteria are achieved, the Bonus PSUs vest in two equal tranches in February 2016 and 2017. The Bonus PSUs are not eligible for any additional performance multipliers.

For 2015, the AIP Operating Income Gate was $885M in non-GAAP operating income and the AIP Threshold non-GAAP operating margin was 20.0%. Our 2015 non-GAAP corporate operating income of $1,165.7M and 2015 non-GAAP corporate operating margin of 24.0%, as described in our Current Report on Form 8-K filed

with the SEC in January 2016, exceeded the Bonus PSUs performance measures, allowing the Bonus PSUs to vest ratably in 2016 and 2017. The Bonus PSUs awarded to our NEOs (other than Mr. Martin) are described in the table below.

Executive Annual Incentive Plan Outcomes

Upon completion of the measurement period for 2015, the Subcommittee reviewed the performance of the Company to verify and approve the calculations of the amounts to be paid. Actual cash payouts to NEOs under the 2015 AIP were equal to 107.5% of the individuals’ target annual

incentive for the year (less the portion of the 2015 AIP delivered in Bonus PSUs) and the performance conditions of the Bonus PSUs were achieved. The table below summarizes the payments for the Company’s NEOs. Payments are expressed as a percentage of their 2015 target incentive and actual payout amount less the portion of the 2015 AIP delivered in Bonus PSUs.

Long-Term Equity Incentive Compensation

The Company and the Committee remain focused on aligning the Company’s annual equity compensation program with stockholder interests. For fiscal year 2015, the Committee reviewed target equity pay mix and determined to maintain the combination of performance-contingent awards and service-vested awards granted in 2014. In determining the ranges for long-term equity

incentives, the Committee sought to allocate equity awards granted to the NEOs (other than Mr. Martin, who was hired in October 2015) as follows:

The Committee believes this equity mix aligns the NEOs’ compensation opportunities directly with stockholder interests, i.e., stock price appreciation, and also incentivizes our NEOs to continue to drive performance in key financial metrics that support our innovation agenda and that the Committee believes will in the long-term positively impact stockholder value (i.e., revenue and operating income).

The number of equity awards for the 2015 equity compensation program guidelines was calculated using a policy the Committee approved in 2015, pursuant to which the price of $21.24, reflective of the 90-day average stock price close over the three-month period of October 1, 2014 through December 31, 2014, is used to convert target equity value to the number of equity awards. The Committee believes that using an average stock price mitigates the impact of spot stock price volatility on any given day in converting long-term equity incentive value to the number of shares subject to an award.

In determining the amount of long-term equity incentives to award to each individual, the Committee evaluated grant values in the Peer Group and in the survey data. The Committee’s objective was to continue to target total direct compensation between the 60th and 65th percentiles of the Peer Group market data discussed above. However, within this general objective, the specific number of equity awards for each of the NEOs was

based on the executive’s respective role, grade level and individual performance.

The Company’s equity compensation programs are intended to align the interests of our NEOs with those of our stockholders by creating an incentive to drive financial performance over time and maximize stockholder value creation. The vehicles used for the equity compensation program, and the rationale for their use, are as follows:

Performance Share Awards

PSAs are designed to reward executive efforts for year-over-year sustained Company financial performance, which in the longer term the Committee believes will positively impact stockholder value. NEOs receive PSAs that vest based on performance over a three-year period. In general, we calculate the number of PSAs based on the achievement of annual performance targets established. Based on the actual achievement against the performance targets, shares are earned, which we refer to as being “banked;” however, these banked shares are not vested until the end of the entire three-year period. One-third of the total target PSAs are subject to annual performance targets established by the Committee, and the amount of PSAs banked for a particular year is based on the achievement of annual performance targets established for that year. The performance targets for 2015 are illustrated below.

For 2015, the Committee set target performance goals at levels which it believed at the time to be difficult but achievable, and set maximum performance goals at a level which it believed to be very difficult to achieve. With

respect to each year’s performance, the participants can earn between 0% and 200% of the target amount for that year depending on the level of achievement against the targets established for that year (the target amount for each year is one-third of the target amount for the entire three year period). Shares “banked” vest following

certification of performance for the final tranche in the performance period. No shares are vested or issued prior to the completion of the third performance year or as stated in individual executives’ employment contracts, and any “banked” but unvested shares are forfeited if the employee leaves the Company before the stated vest date.

Price-Vested RSUs

To further increase alignment between NEO compensation and Company stock price performance, the Committee sought to allocate to the NEOs approximately 33% of target equity value in the form of price-vested RSUs. The price-vested RSUs are designed to provide NEOs an opportunity to build significant ownership when the Company sustains long-term stock price appreciation.

The 2015 price-vested RSUs are subject to vesting on the condition of sustained increase in the Company’s stock price over a period from 2016 through 2019 as follows:

The Committee believes these stock price targets represent significant stock price appreciation in comparison to the $23.29 closing market price on February 11, 2015, the date the Committee approved the grants. The following chart depicts the vesting conditions for the price-vested RSUs.

The Committee has included price-vested RSUs in the Company’s executive compensation programs since 2014. In 2015, there were three outstanding price-vested RSU grant batches to NEOs, and two tranches were eligible to vest. On December 7, 2015 after market close, the ASP

equaled $29.05, resulting in Tranche 1 (33%) of two grant batches vesting immediately. The table below provides a summary of outstanding price-vested RSU awards in 2015.

Restricted Stock Units

RSUs are used for retention purposes as they provide payout opportunity to the NEOs only if they remain employed through the applicable vest dates. The payout opportunity is directly linked with stockholder value and executive efforts over a multi-year timeframe, i.e., executive team retention to deliver results. In 2015, the Company used RSUs on a programmatic basis, representing 34% of shares awarded. Generally, the

RSUs vest with respect to 34% on the first anniversary of the grant date and with respect to an additional 33% on each of the second and third anniversaries of the grant date, assuming continued service to the Company.

In 2015, Mr. Martin was granted an equity award in connection with being hired as Senior Vice President, General Counsel. The Committee awarded the equity in 100% RSUs with normal time vesting over a period of three years.

Benefits and Perquisites

The NEOs are provided the same health and welfare benefits that are available to employees broadly. The Compensation Committee believes that the benefits programs are reasonable and consistent with its overall compensation program to better enable the Company to attract and retain talent.

In addition to receiving Company wide-benefits, NEOs are eligible to participate in the Deferred Compensation Plan and Executive Wellness Program described below.

Deferred Compensation Plan

In June 2008, the Company adopted and implemented a deferred compensation plan for U.S. employees. All NEOs are eligible to participate in the deferred compensation plan. The Company implemented this plan in order to offer benefits that are competitive with companies with which we compete for talent. This plan allows participants to elect to defer a certain amount of compensation earned into one or more investment choices.

The participants are not taxed on the compensation deferred into these investments until distribution of invested funds to the participant at a future date, which may be upon termination of employment with the Company or a designated “in-service” date elected by the participant. The deferred compensation plan is intended to comply with Internal Revenue Code Section 409A. In 2015, other than Mr. Davidson, none of the NEOs participated in this plan.

Executive Wellness Program

Under the Executive Wellness Program, eligible executives receive additional benefits focused on health care screening and wellness. The total value of this benefit is limited to $10,000 per year for each eligible executive.

The Compensation Committee believes that promoting the health and wellness of its executives results in a number of

benefits to the Company, including increased productivity, lower absentee rate and increased organizational stability, among others.

Other Benefits

From time to time, the Company may agree to reimburse employees for relocation costs if the employee’s job responsibilities require him or her to move a significant distance.

Severance Benefits

In addition to compensation designed to reward employees for service and performance, the Compensation Committee has approved severance and change of control provisions for certain employees, including NEOs, as described further below.

Basic Severance

In order to recruit executives to the Company and encourage retention of employees, the Compensation Committee believes it is appropriate and necessary to provide assurance of certain severance payments if the Company terminates the individual’s employment without cause, as described in their respective agreements. The Compensation Committee has approved severance benefits for several members of senior management, including the NEOs. Under severance agreements with Mr. Rahim, Ms. Denholm, Dr. Sindhu, Mr. Martin and Mr. Davidson, in the event the employee is terminated involuntarily by Juniper Networks without cause, and provided the employee executes a full release of claims, in a form satisfactory to Juniper Networks, promptly following termination, the employee will be entitled to receive the following severance benefits: (i) an amount equal to 12 months of base salary (for Messrs. Sindhu, Martin and Davidson), 15 months of base salary (for Ms. Denholm), or 16.5 months of base salary (for Mr. Rahim) and (ii) $18,000 in lieu of continuation of benefits (whether or not the individual elects COBRA).

In addition, in connection with Ms. Denholm’s promotion on July 19, 2013, the Compensation Committee amended Ms. Denholm’s severance agreement to also provide that (i) severance benefits would become payable in the event that Ms. Denholm terminates her employment for good reason, provided that Ms. Denholm executes a full release of claims, and (ii) her severance benefits would also include the vesting in full, on the last day of Ms. Denholm’s employment, of any portion of her RSU award that was granted to her on July 19, 2013 that has not vested prior to the date of termination. On February 20, 2015, following the expiration of Ms. Denholm’s severance agreement pursuant to its terms, the Company entered into a modified form of its standard form severance agreement with Ms. Denholm, which modifications are consistent with Ms. Denholm’s prior severance agreement as described above.

In addition, Mr. Martin’s severance agreement also provides that (i) severance benefits would become payable in the event that Mr. Martin terminates his employment for good reason, provided that Mr. Martin executes a full release of claims, and (ii) his severance benefits would also include the vesting in full, on the last

day of Mr. Martin’s employment, of any portion of his RSU award for 115,000 RSUs that was granted to him on November 20, 2015 that has not vested prior to the date of termination.

All current severance agreements will expire in January 2017, other than Mr. Martin’s, which will expire in January 2018.

The Compensation Committee believes that the size of the severance packages described is consistent with severance offered by other companies of the Company’s size or in the Company’s industry.

The following table describes the potential payments that would have been provided for each of the NEOs upon termination of employment without cause (assuming the change of control benefits discussed below do not apply), or, with respect to Ms. Denholm and Mr. Martin, upon termination of employment without cause or upon termination of employment for good reason (assuming the change of control benefits discussed below do not apply), in each case, as described above if such termination had occurred on December 31, 2015.

Change of Control Severance

The Compensation Committee considers maintaining a stable and effective management team to be essential to protecting and enhancing the best interests of the Company and its stockholders. To that end, the Compensation Committee recognizes that the possibility of a change of control may exist from time to time, and that this possibility, and the uncertainty and questions it may raise among management, may result in the departure or distraction of management to the detriment of the Company and its stockholders. Accordingly, the Compensation Committee decided to take appropriate steps to encourage the continued attention, dedication and continuity of members of the Company’s management to their assigned duties without

the distraction that may arise from the possibility of a change of control. As a result, following consultation with Semler Brossy, the Compensation Committee approved certain severance benefits for Mr. Rahim, Ms. Denholm, Dr. Sindhu, Mr. Martin, and Mr. Davidson, as well as for several members of senior management in the event of certain employment terminations following a change of control. In approving these benefits the Compensation Committee, with input from Semler Brossy, considered a number of factors, including the prevalence of similar benefits adopted by other publicly traded companies. All current change of control agreements will expire in January 2018. The Compensation Committee takes into account an executive’s current role and the impact of a transaction on the role before renewing the agreements for another period of two years.

Provided the executive signs a release of claims and complies with certain post termination non-solicitation and non-competition obligations, all NEOs will receive change of control severance benefits if either (i) the executive is terminated without cause within 12 months following the change of control or (ii) between four and 12 months following a change of control the executive terminates his or her employment with the Company (or any parent or subsidiary of the Company) for good reason (both cause and good reason are defined in the agreement).

These change of control severance benefits consist of (i) a cash payment equal to the executive’s annual base salary plus the executive’s target bonus for the fiscal year in which the change of control or the executive’s termination occurs, whichever is greater, (ii) acceleration of vesting of all of the executive’s then unvested outstanding stock options, stock appreciation rights, performance shares, restricted stock units and other Company equity compensation awards that vest based on time, and (iii) a lump sum cash payment of $36,000 in lieu of continuation of benefits (whether or not the individual elects COBRA). With respect to equity compensation awards that vest wholly or in part based on factors other than time,

such as performance (whether individual or based on external measures such as Company performance, market share, stock price, etc.), the change of control severance benefits include acceleration as follows: (i) any portion for which the measurement or performance period or performance measures have been completed and the resulting quantities have been determined or calculated, shall immediately vest and become exercisable (and any rights of repurchase by the Company or restriction on sale shall lapse), and (ii) the remaining portions shall immediately vest and become exercisable (and any rights of repurchase by the Company or restriction on sale shall lapse) in an amount equal to the number that would be calculated if the performance measures were achieved at the target level (provided that if there is no “target” level, then such amount shall equal 100% of the equity compensation awards that could vest with respect to that measurement period).

The following table describes the potential payments that would have been provided for each of the NEOs upon termination of employment in connection with a change of control of Juniper Networks as described above if such termination had occurred on December 31, 2015.