If your shares are held in a brokerage account, by trustee or by another nominee, you are considered the beneficial owner of shares held in street name, and the Notice or proxy statement was forwarded to you by such broker or nominee. As the beneficial owner, you have the right to direct your broker, trustee or nominee how to vote and are also invited to attend the annual meeting.

Since a beneficial owner is not the stockholder of record, you may not vote these shares in person at the meeting unless you obtain a legal proxy from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the meeting. Your broker, trustee or nominee has enclosed or provided a voting instruction card for you to use in directing the broker, trustee or nominee how to vote your shares.

For a stockholder proposal that is not intended to be included in Juniper Networks’ proxy statement under Rule 14a-8, the stockholder must deliver a proxy statement and form of proxy to holders of a sufficient number of shares of Juniper Networks common stock to approve that proposal, provide the information required by the bylaws of Juniper Networks and give timely notice to the Corporate Secretary of Juniper Networks in accordance with our bylaws, which, in general, require that the proper notice be received by the Corporate Secretary of Juniper Networks not more than 75 days and not less than 45 days prior to the one year anniversary of the date Juniper Networks first mailed its proxy materials or a notice of availability of proxy materials (whichever is earlier) to stockholders in connection with the previous year’s annual meeting of stockholders. For the 2015 annual meeting, the notice must be received no earlier than January 23, 2015 and no later than February 22, 2015. However, if the date of the 2015 annual meeting is advanced more than 30 days before or more than 60 days after the anniversary date of this year’s annual meeting, then for notice to be timely, the notice must be received by the Corporate Secretary not earlier than the 120th day prior to the 2015 annual meeting and not later than the close of business on the later of the 90th day prior to the 2015 annual meeting or the 10th day following the day on which public announcement of the date of the 2015 annual meeting is first made by Juniper Networks. To be in proper form, a stockholder’s notice to the Corporate Secretary must set forth the information required by the Company’s bylaws.

Recommendation and Nomination of Director Candidates: The Nominating and Corporate Governance Committee will consider both recommendations and nominations for candidates to the Board from Qualifying Stockholders. A “Qualifying Stockholder” is a stockholder that has owned for a period of one year prior to the date of the submission of the recommendation through the time of submission of the recommendation at least 1% of the total common stock of the Company outstanding as of the last day of the calendar month preceding the submission. A Qualifying Stockholder that desires to recommend a candidate for election to the Board must direct the recommendation

in writing to Juniper Networks, Inc., ATTN: Corporate Secretary, 1194 North Mathilda Avenue, Sunnyvale, California 94089, and must include the candidate’s name, home and business contact information, detailed biographical data and qualifications, information regarding any relationships between the candidate and the Company within the last three years, written evidence that the candidate is willing to serve as a director of the Company if nominated and elected and evidence of the nominating person’s ownership of Company common stock.

A stockholder that instead desires to nominate a person directly for election to the Board must meet the deadlines and other requirements set forth in Section 2.5 of the Company’s bylaws and the rules and regulations of the SEC. To be timely, such stockholder’s notice must be delivered to or mailed and received by the Corporate Secretary of the Company not more than 75 days and not less than 45 days prior to the one year anniversary of the date Juniper Networks first mailed its proxy materials or a notice of availability of proxy materials (whichever is earlier) to stockholders in connection with the Company’s previous year’s annual meeting of stockholders. For the 2015 annual meeting, the notice must be received no earlier than January 23, 2015 and no later than February 22, 2015. However, if the date of the 2015 annual meeting is advanced more than 30 days before or more than 60 days after the anniversary date of this year’s annual meeting, then for notice to be timely, the notice must be received by the Corporate Secretary not earlier than the 120th day prior to the 2015 annual meeting and not later than the close of business on the later of the 90th day prior to the 2015 annual meeting or the 10th day following the day on which public announcement of the date of the 2015 annual meeting is first made by Juniper Networks. To be in proper form, a stockholder’s notice to the Corporate Secretary must set forth the information required by the Company’s bylaws.

Copy of Bylaws: You may contact the Juniper Networks Corporate Secretary at our principal executive offices for a copy of the relevant bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates.

Juniper Networks 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 applies to our principal executive officer and all other employees and complies with the rules of the SEC and the listing standards of the New York Stock Exchange (“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 “Company” 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

1-408-936-5396 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, Executive Vice President of Human Resources, Corporate Controller and the Vice President of Internal Audit), or to the Audit Committee directly. 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 has determined that, except for Shaygan Kheradpir and Pradeep Sindhu, each of whom is an employee of the Company, 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 directors and director nominees are independent within the meaning of the NYSE director independence standards: Messrs. Calderoni, Kriens, Lawrie, Meehan, Schlotterbeck, Stensrud and Daichendt and Ms. Cranston and Ms. Johnson. Kevin Johnson, who retired from the Board effective February 28, 2014, was an employee of the Company until his retirement, and therefore, was not independent at the time he served as a director. Furthermore, the Board has determined that each of the members of each of the standing committees 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 New York Stock Exchange rules. The members of the Compensation Committee are also non-employee directors as defined in Rule 16b-3 of the Exchange Act and 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.

Kevin DeNuccio, a nominee for director, 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 their most recent fiscal year.

Historically, our Board was divided into three classes and our directors served staggered three-year terms. At our 2012 annual meeting of stockholders, our stockholders approved a proposal to declassify the Board, which became effective for the 2013 annual meeting of stockholders. Each director elected at the 2014 annual meeting of stockholders will serve a one-year term and will be required to stand for reelection at each annual meeting of stockholders thereafter. Continuing directors elected prior to the 2013 annual meeting of stockholders will serve the remainder of their three-year, staggered terms. Assuming that each of the current directors (with the exception of Mr. Meehan, who is not standing for reelection at the 2014 annual meeting of stockholders) remains on our Board, the following table sets forth when each current director will be required to stand for reelection:

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 awards to employees who are not executive officers. During 2013, the Stock Committee held 12 meetings. The Board has also established M&A, offering, and stock repurchase committees for specific purposes, such as the review and approval of certain acquisitions, the issuance of securities or the repurchase of our common stock. During 2013, the M&A Committee, consisting of Messrs. Johnson, Calderoni, Lawrie and Stensrud, met once. During 2013, other than Mr. Kheradpir, who did not become a director until December 31, 2013, 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 and risk management policies. The Audit Committee works closely with management as well as our independent registered public accounting firm to fulfill its obligations. 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 56. The charter of the Audit Committee is available at the Investor Relations Center on our website at http://investor.juniper.net/investor-relations/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 report of the Compensation Committee is included herein beginning on page 43. The charter of the Compensation Committee is available at the Investor Relations Center on our website at http://investor.juniper.net/investor-relations/default.aspx.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee seeks and recommends 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 at the Investor Relations Center on our website at http://investor.juniper.net/investor-relations/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, beginning in 2013, Mr. Kheradpir, 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.

Our independent directors have also appointed a Lead Independent Director, Mr. Lawrie. 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:

• provide the Chairman of the Board with input as to an appropriate schedule of Board meetings;

• provide the Chairman of the Board with input as to the preparation of agendas for Board meetings;
• provide the Chairman of the Board with input as to the quality, quantity, and timeliness of the flow of information from the Company’s management that is necessary for the independent directors to effectively and responsibly perform their duties;
• make recommendations to the Chairman of the Board regarding the retention of consultants who report directly to the Board (other than consultants who are selected by the various committees of the Board);
• preside over executive sessions of the Board; and
• act as a liaison between the independent directors and the Chairman of the Board and Chief Executive Officer on sensitive issues.

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 perspective that meets the current corporate governance needs and oversight responsibilities of the Board.

The independent directors of the Company meet periodically, at least quarterly, in executive sessions, which are called and lead by the Lead Independent Director. Executive sessions of the independent directors are chaired by the Lead Independent Director. 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.

The Nominating and Corporate Governance Committee’s criteria and process for evaluating and identifying the candidates that it selects, or recommends to the full Board for selection, as director nominees, are as follows:

• The Nominating and Corporate Governance
  Committee regularly reviews the composition and size of the Board.
• The Nominating and Corporate Governance Committee reviews the qualifications of any candidates who have been properly recommended or nominated by a stockholder, as well as those candidates who have been

identified by management, individual members of the Board or, if the committee determines, a search firm. Such review may, in the committee’s discretion, include a review solely of information provided to the committee or may also include discussions with persons familiar with the candidate, an interview with the candidate or other actions that the Nominating and Corporate Governance Committee deems proper. Please see the information under “Recommendation and Nomination of Director Candidates” on page 6 of this proxy statement for more information on stockholder recommendations of director candidates.

• The Nominating and Corporate Governance Committee conducts an annual evaluation of the performance of individual directors and the Board as a whole, including an evaluation of the qualifications of individual members of the Board eligible for re-election at the annual meeting of stockholders.
• The Nominating and Corporate Governance
  Committee considers the suitability of each candidate, including the current members of the Board, in light of the current size and composition of the Board. In evaluating the qualifications of the candidates, the Nominating and Corporate Governance Committee considers many factors, including issues of character, judgment, independence, age, education, expertise, diversity of experience, length of service, other commitments and ability to serve on committees of the Board, as well as other individual qualities and attributes that contribute to board heterogeneity, including characteristics such as race, gender, and national origin. The Nominating and Corporate Governance Committee evaluates such factors, among others, and does not assign any particular weighting or priority to any of these factors. The committee considers each individual candidate in the context of the current perceived needs of the Board as a whole. While the committee has not established specific minimum qualifications for director candidates, the committee believes that candidates and nominees must reflect a Board that is comprised of directors who (i) are predominantly independent, (ii) are of high integrity, (iii) have qualifications that will increase overall Board effectiveness and (iv) meet other requirements as may be required by applicable rules and regulations, such as financial literacy or financial

expertise with respect to Audit Committee members.
• In evaluating and identifying candidates, the Nominating and Corporate Governance Committee has the authority to retain and terminate any third party search firm that is used to identify director candidates, and has the authority to approve the fees and retention terms of any search firm.
• After such review and consideration, the Nominating and Corporate Governance Committee selects, or recommends that the Board select, the slate of director nominees, either at a meeting of the Nominating and Corporate Governance Committee at which a quorum is present or by unanimous written consent of the committee.
  If applicable, the Board will review the committee’s recommendations and approve final nominations.

Of the eight nominees for election as directors of the Board at this year’s annual meeting, two of the nominees, Kevin DeNuccio and Gary Daichendt, are not presently members of the Board. Mr. DeNuccio was initially suggested by a third party search firm used by the Board to identify director candidates and Mr. Daichendt was initially suggested by a stockholder. Each of the directors nominated for election at the 2014 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. As part of a previously-disclosed settlement agreement between the Company and Elliott Associates, L.P. (“EA”) and Elliott International, L.P. (“EI” and together with EA, “Elliott”), Elliott has agreed to vote in favor of all of the Company’s nominees for director at this year’s annual meeting of stockholders, including Messrs. DeNuccio and Daichendt.

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 CEO succession planning process, 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, the audit committee 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 tasked with the direct management and oversight of legal, financial, regulatory, and commercial compliance matters, which includes identification and mitigation of associated areas of risk. The Board receives regular reports from the Chief Executive Officer, Chief Financial Officer, General Counsel and other members of senior management regarding areas of significant risk to the Company, including operational, strategic, legal,

regulatory, financial, and reputational risks. Throughout the year, the Chief Executive Officer reviews with the Board key strategic and operational issues, opportunities, and risks. At a Management level, the Company maintains a compliance committee that focuses on legal and regulatory compliance, and a risk management committee that focuses on risk management overall and particularly on operational and strategic risks. In both identifying risks and developing mitigation plans for those risks, the Company considers various factors, including, but not limited to, potential reputational and financial harm. In addition, the compliance committee and the risk management committee evaluate and seek to align risk management and compliance programs with the Company’s strategy. The General Counsel provides regular reports of legal risks to the Audit Committee and the Board. The Chief Financial Officer, the Controller and Vice President of Internal Audit provide regular reports to the Audit Committee concerning 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 may contact any of our directors by writing to them c/o Juniper Networks, Inc., 1194 North Mathilda Avenue, 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, the Lead Independent Director or the independent

directors 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 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).

As set forth in our Corporate Governance Standards, absent extraordinary circumstances, each member of the Board is strongly encouraged to attend each annual

stockholder meeting in person. Eight of our 10 directors, who were directors at the time, attended the 2013 annual meeting of stockholders.

The following table shows compensation information for our non-employee directors for fiscal 2013. Messrs. Johnson and Kheradpir and Dr. Sindhu have not received any separate compensation for their Board service.

Compensation information for Messrs. Johnson and Sindhu is included in the Summary Compensation Table on page 44.

There are eight nominees for election as directors at this year’s annual meeting – Pradeep Sindhu, Robert M. Calderoni, Mary B. Cranston, J. Michael Lawrie, David Schlotterbeck, Shaygan Kheradpir, Kevin DeNuccio and Gary Daichendt. Other than Messrs. DeNuccio and Daichendt, each of the nominees is presently a member of the Board. Information regarding the business experience of each nominee and the other members of the Board is provided below. A discussion of the qualifications, attributes and skills of each director nominee that led our Board and the 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. Since stockholders approved the proposal to amend the Company’s Amended and Restated Certificate of Incorporation to declassify the Board, beginning with the 2013 annual meeting of stockholders, directors will be elected for only one year. Each of the directors will be elected to serve a one-year term until the Company’s annual meeting in 2015 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 eight 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.

Our Board recommends a vote FOR the election to the Board of Pradeep Sindhu, Robert M. Calderoni, Mary B. Cranston, J. Michael Lawrie, David Schlotterbeck, Shaygan Kheradpir, Kevin DeNuccio and Gary Daichendt.

Provided a quorum is present, directors are elected by a majority of the votes cast with respect to the 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 nominee), except in the case of a contested election. If a 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 Chairman 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. In the event of a contested election in accordance with our Bylaws, directors will be elected by the vote of a plurality of the votes cast.

The majority voting standard will apply to the election taking place at the meeting. Consequently, in order to be elected, the number of shares voted “FOR” a director nominee must exceed the number of votes “AGAINST” that director nominee. If you hold shares through a bank, broker or other holder of record, you must instruct your bank, broker or other holder of record how to vote so that your vote can be counted on this proposal.

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. 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. Dr. Sindhu served as a member of the board of directors of Infinera Corporation, a provider of optical networking equipment, from September 2001 to May 2008.

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 to the evolution of the Company, including from execution, cultural, operational, competitive and industry points of view.

Mr. Calderoni served as Chairman and Chief Executive Officer of Ariba, Inc., an SAP company, and President SAP Cloud of SAP AG, a provider of spend management solutions, from October 2012 to 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.

Mr. Calderoni’s experience as a Chief Financial Officer and in other finance roles has provided him with broad experience in finance, including accounting and financial reporting. This experience has led our 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. In addition, as a result of Mr. Calderoni’s service as Chief Executive Officer of Ariba, Inc., he has broad leadership and executive expertise and a knowledge and understanding of software and software as a service business issues.

Ms. Cranston is a Retired Senior Partner of Pillsbury Winthrop Shaw Pittman LLP, an international law firm. She was the Chair and Chief Executive Officer of Pillsbury from January 1999 until April 2006, and continued to serve as Chair of Pillsbury until December 2006. Ms. Cranston also serves as a member of the board of directors of Visa, Inc., a financial services company, GrafTech International, Ltd., a manufacturer of carbon and graphite products, International Rectifier Corporation, a power management company, and Exponent, Inc., an engineering and scientific consulting company.

Ms. Cranston’s extensive experience as an attorney, including serving as the chair of a large national law firm, has provided her with broad leadership and executive expertise, extensive experience in the career development of women and a detailed understanding of corporate governance, regulatory and legal matters. Ms. Cranston also has deep understanding of the telecommunications industry through her experience representing several carrier clients, which can provide the Board insight into the Company’s customers’ needs. In addition, her experience as a director in several other companies provides her with an understanding of the operation of other boards of directors that she can contribute in her role as a member of the Nominating and Corporate Governance Committee. And, her experience as a member of the audit committee of other boards and as chair of a large law firm provide her with a perspective on risk management, finance and legal matters that she can contribute in her role as a member of the Audit Committee.

Mr. Lawrie became President and Chief Executive Officer of Computer Sciences Corp. (“CSC”), a global IT services company, in March 2012. From November 2006 to March 2012, Mr. Lawrie served as Chief Executive Officer of Misys plc, a UK-based provider of industry-specific software products and solutions. Mr. Lawrie also served as the Executive Chairman of Allscripts-Misys Healthcare Solutions, Inc., a provider of software, services, information and connectivity solutions for the healthcare industry from October 2008 to August 2010. From October 2005 to November 2006, Mr. Lawrie served as a partner of ValueAct Capital. From May 2004 to April 2005, Mr. Lawrie served as Chief Executive Officer of Siebel Systems, Inc. From May 2001 to May 2004, Mr. Lawrie served as Senior Vice President and Group Executive at IBM, responsible for sales and distribution of all IBM products and services worldwide. Since February 2012, Mr. Lawrie has served on the board of directors of CSC. During the past five years, Mr. Lawrie has also served on the boards of directors of SSA Global Technologies, Inc., a provider of enterprise software applications, and Allscripts-Misys Healthcare Solutions.

Mr. Lawrie’s experience as Chief Executive Officer of both CSC and Misys and in executive roles at Siebel Systems and IBM has provided him with broad leadership and executive experience. These roles have provided him with extensive experience managing at scale businesses providing complex information technology services and solutions to a wide variety of customers, including many of our customers. Moreover, his management of Misys, a company headquartered in Europe, provides him with a perspective on global business operations. In addition, his experience as a director in other technology companies provides him with an understanding of the operation of other boards of directors that he can contribute in his role as Lead Independent Director.

Mr. Schlotterbeck served as Chairman and Chief Executive Officer of Aperio Technologies, Inc., a provider of digital pathology solutions, from November 2011 until October 2012, when Aperio was acquired by Leica Biosystems. Prior to Aperio, Mr. Schlotterbeck served as Chairman and Chief Executive Officer of Carefusion, a global medical technology company that was spun-off from Cardinal Health, a diversified health service company, from September 2009 until his retirement in February 2011. Prior to the spinoff, beginning in January 2008, he served as Vice Chairman of Cardinal Health, and, beginning in August 2006, he served as Chief Executive Officer of Cardinal Health’s Clinical and Medical Products business. He has previously held executive leadership roles at Alaris Medical Systems, Pacific Scientific Company, Vitalcom, Inc. and Nellcor, Inc. Mr. Schlotterbeck is a graduate of the General Motors Institute with a bachelor’s of science degree in electrical engineering. He also holds a master’s of science degree in electrical engineering from Purdue University and completed the Executive Institute at Stanford University. Mr. Schlotterbeck has served as a director of Maxwell Technologies Inc. since May 2013. He also served as a member of the board of directors or Virtual Radiologic Corporation from June 2008 to July 2010.

Mr. Schlotterbeck’s experience as Chairman and Chief Executive Officer of Carefusion and vice chairman and chief executive officers of the Clinical and Medical Products business segment of Cardinal Health has provided him with broad leadership and executive experience. In addition, his experience as a director in other public companies provides him with an understanding of the operation of other boards of directors that he can contribute as a board member and chair of the compensation committee.

Mr. Kheradpir joined Juniper on December 31, 2013 as a member of our Board of Directors, and became our Chief Executive Officer on January 1, 2014. Prior to Juniper, Mr. Kheradpir served as Chief Operations and Technology Officer at Barclays PLC since March 2013. Prior to his appointment as Chief Operations and Technology Officer, beginning in January 2011, he was Chief Operating Officer of Barclays global retail business bank. From January 2007 to December 2010, Mr. Kheradpir served as the Executive Vice President and Chief Information & Technical Officer for Verizon Communications, where he was responsible for the information technology initiatives of all of Verizon’s business units. Prior to this, Mr. Kheradpir was Senior Vice President and Chief Information Officer for Verizon Telecom, with oversight of all information technology initiatives for the company’s wireline communications unit. Mr. Kheradpir began his communications career with GTE in 1987. Mr. Kheradpir was a member of the National Institute of Standards & Technology VCAT (Visiting Committee on Advanced Technology), an adjunct professor of electrical engineering at Northeastern University, and holds several patents. Mr. Kheradpir holds a Bachelor’s, Master’s and Doctorate degree in electrical engineering from Cornell University.

Mr. Kheradpir’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, operations, and business. His prior experience in a number of substantial management roles at Barclays and Verizon Communications provided him with extensive experience in building and operating complex networks and a detailed knowledge of our customers and industry.

Mr. DeNuccio became President and Chief Executive Officer of Violin Memory, a memory 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 LM Ericsson in January 2007 and operated as a wholly-owned subsidiary of LM 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 Metaswitch Networks from December 2008 to February 2014, JDS Uniphase Corporation from December 2005 to November 2009 and Redback Networks Inc. from August 2001 to December 2009. 

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 broad leadership and executive experience and senior leadership, 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. 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 5 years, including as Executive Vice President, Worldwide Operations. Mr. Daichendt currently serves as a Director of NCR Corporation, ShoreTel, Inc., and Emulex Corporation.

Mr. Daichendt’s experience as an officer of various networking industry companies has provided him with expertise in management and operations and in our industry. Mr. Daichendt 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, and Intersil Corporation, a manufacturer of analog and mixed-signal circuits.

Ms. Johnson’s experience as a senior financial executive at several technology companies has given her expertise in finance, corporate development, management and operations. 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, and served on the board of directors of VeriSign, Inc., a provider of digital infrastructure solutions, from January 2001 to May 2008.

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 to the evolution of the Company, including from execution, cultural, operational, competitive and industry points of view. In addition, his experience as a director at 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. 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.

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 our industry. In particular, 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, 2014. During fiscal 2013, 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 52. 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.

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 2014 fiscal year. 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 ratification of the appointment of Ernst & Young LLP, an independent registered public accounting firm, as Juniper Networks’ auditors for the 2014 fiscal year, as recommended by the

Board. This proposal is considered “routine;” therefore, your broker may vote your shares if you do not provide separate instructions.

Vote Required

Ratification of the appointment of Ernst & Young LLP, an independent registered public accounting firm, as auditors for fiscal 2014 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.

This proposal provides our stockholders with the opportunity to cast an advisory vote on the compensation of our named executive officers (“NEOs”) pursuant to section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For more detail on our NEOs, please see the Compensation Discussion and Analysis beginning on page 21 and the Summary Compensation Table beginning on page 44. 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 2015 annual meeting.

We design our executive compensation programs to implement our core objectives of providing competitive pay, pay for performance, and alignment of management’s interests with the interests of long-term stockholders.

In deciding how to vote on this proposal, the Board encourages you to read the Compensation Discussion and Analysis and Executive Compensation sections 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.”

Vote Required

The advisory approval of our executive compensation requires a majority of the shares present in person or represented by proxy and entitled to vote on each proposal at the annual meeting. As this is an advisory vote, the result will not be binding on the Company, the Board of Directors or the Compensation Committee, although our Compensation Committee will consider the outcome of the vote when evaluating our compensation principles, design and practices.

The Company’s Compensation Committee (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 (“Section 16 officers”). 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 2013, as well as the other individuals included in the Summary Compensation Table on page 44, are referred to as the “named executive officers,” or NEOs. This discussion describes and analyzes the 2013 compensation program for the NEOs of the Company.

The Company has had a long-standing orientation in its executive compensation program toward pay-for-performance, which has been constant throughout the business cycles that our organization has confronted over time. Our executive compensation programs include base salary, executive annual (cash) incentive compensation, long-term equity incentives, benefits similar to those available to all other employees in the Company, and a limited perquisite package.

This Executive Summary is organized as described below, and is followed by an In-Depth Compensation Discussion & Analysis:

Last Year’s “Say-on-Pay” Advisory Vote
on Executive Compensation

At our 2013 annual meeting of stockholders, a non-binding, advisory vote was taken with respect to the compensation of the Company’s NEOs (referred to as the “say on pay” vote). Approximately 94% of the votes cast were in favor of the compensation of the Company’s NEOs, representing a significant improvement over the 67% approval rate at our 2012 annual meeting of stockholders.

Stockholder Engagement

Juniper maintains active ongoing engagement with its stockholders. In 2013, Juniper management continued its practice of specifically meeting with key stockholders to obtain their perspectives on our executive compensation programs. In this regard, we spoke with five of our largest stockholders owning in total approximately 30% of Juniper’s outstanding common stock. Representatives from Juniper included our Global Head of Compensation and Benefits, Executive Vice President and General Counsel, Vice President, Investor Relations, and Vice President, Corporate Strategy.

One purpose of our engagement was to articulate our executive compensation programs. In addition, we listened to our stockholders’ perspectives on our programs as an input into applicable stockholder-friendly changes going forward. Feedback from stockholders included the following:

• Acknowledgement that our plan design is aligned with their interests;
• Support of our focus on reduced burn rate; and
• Direction that we should continue to assign a greater weight to performance-vested equity awards versus time-vested equity awards in our long-term incentive equity program.

Examples of actions taken to further align our compensation programs with stockholder feedback are further described in the Fiscal 2014 Compensation section of this Executive Summary.

2013 was a year of improved results for the Company. Revenue grew 7% over 2012 and operating margins increased 3.6% on a non-GAAP basis. As a result, the Company achieved a 32% increase in our operating

income on a non-GAAP basis in 2013 relative to 2012, as well as a 51% increase in earnings per share on a non-GAAP diluted basis. Finally, the Company’s stock price increased 15% from December 31, 2012 through December 31, 2013.

In 2013, there were several changes to executives’ roles. Details are as follows:

• Shaygan Kheradpir was appointed to succeed Mr. Johnson as Juniper’s Chief Executive Officer effective January 1, 2014. Mr. Johnson did not receive any severance or accelerated vesting of equity awards in connection with his retirement from the Company.

• Mr. Muglia, our Executive Vice President, Software Solutions Division, resigned from his position in December 2013. Mr. Muglia did not receive any severance or accelerated vesting of equity awards in connection with his resignation.
• Ms. Denholm, our Chief Financial Officer, was promoted into a role that included management of global operations for the Company. As a result of her promotion and enhanced responsibilities, Ms. Denholm’s title was changed to Executive Vice President, Chief Financial and Operations Officer.

• Restricted Stock Unit Awards, or RSUs, were used to deliver approximately 40% of the total award value for our long-term equity incentives to NEOs in 2013. RSUs reward executives for sustained increases in our stock price over time. In 2013, RSUs replaced time-vesting stock options in our long-term equity incentive program, thus reducing equity usage

in alignment with our stockholder commitment to maintain the Company’s annual burn rate at or below 2.75% of CSO. The Committee believes that RSUs are an effective means by which to reduce burn rate because, unlike stock options, they are full value shares without an exercise price, and as such require fewer shares to deliver the same intended value.

The results of our improved financial performance in 2013 compared to 2012 are directly reflected in our pay programs. In summary, expanded non-GAAP operating margins and revenue growth contributed to above-target payouts in the financial component of our annual incentive plan, and increased non-GAAP operating income resulted in above-target payouts in our performance share award plan. We achieved mixed results against our objectives to build products and gain market share. Specifically, we exceeded expectations in market share in routing while we did not meet expectations in market share for security and switching, which resulted in below-target funding in the strategic component of our annual incentive plan. Due

to achievement of the performance results described above, our executive annual incentive plan resulted in total payouts representing 100.4% of target for our CEO and other NEOs on average, and our performance share award plan resulted in total payouts representing 163.6% of target for our CEO and other NEOs on average. Note the average for other NEOs excludes payments received by Mr. Muglia, who resigned prior to the end of fiscal year 2013 and as such received only a portion of his target incentive compensation for 2013 and did not earn any banking/vesting of his performance share awards (please reference our Current Report on Form 8-K for additional details related to Mr. Muglia’s compensation on termination).

We evaluate the relationship between pay and performance for our CEO on a relative basis compared to peers as well as on an absolute basis. We believe, based on the analyses of relative and absolute pay for performance set forth below, that our CEO’s pay is closely aligned with performance and stockholder value creation. In addition, as noted in the table below to the right, our CEO’s realizable pay over the past 3 years has been approximately 38% less than the value of the CEO’s target

pay. This is directly attributed to the decrease in realizable earnings due to the decline in our stock price over the same period of time from fiscal year end 2010 (price of $36.92 per share) through fiscal year end 2013 (price of $22.57 per share). We believe that the presentation of Relative Pay for Performance and Target vs. Realizable Pay in the tables below highlights the direct linkage to stock price in our CEO pay programs.

• Relative Pay for Performance: This approach calculates the percentile rank of actual realizable compensation for awards granted to our CEO over the 3-year period spanning 2011, 2012 and 2013 valued at the end of 2013, relative to the actual realizable compensation for CEOs in a peer group comprised of the same set of peers listed in Juniper’s Primary Peer Group, excluding BMC Software, which is no longer a publicly-traded company, as set forth on page 30. We measure Juniper’s Total Shareholder Return (“TSR”) rank relative to the Peer Group over the same time period. TSR reflects value for stockholders through share price appreciation and dividends, and is calculated as follows:

• Target Pay vs. Realizable Pay: This approach compares the value of target pay granted to the CEO from fiscal years 2011-2013 in the context of realizable pay over the same timeframe. Target pay reflects the sum of the components reported in our Summary Compensation Table for the applicable year, i.e., “Salary,” “Bonus,” “Stock Awards,” “Option Awards,” and “All Other Compensation,” as well as our Grants of Plan-Based Awards table for the applicable year with respect to “Non-Equity Incentive Compensation” target opportunity. Realizable pay reflects the same as “Target Pay,” except “Non-Equity Incentive Plan Compensation,” reflects actual value disclosed for the year in our Summary Compensation Table, and long-term equity incentive vehicles are valued based on the stock price close on December 31, 2013, and further adjusted as follows: (1) stock options are valued using the intrinsic method, where the number of stock options granted is multiplied by the difference between the stock price close on December 31, 2013 and the exercise price on the date of grant (stock option grants that have an exercise price greater than or equal to the stock price close on December 31, 2013 are shown as having $0 value), and (2) performance share awards are adjusted to reflect actual banked amounts in the case where performance tranches are complete, and target amounts in the case where performance tranches are pending or in the future.

• Absolute Pay for Performance: This approach calculates the value of granted compensation (as discussed below) for our CEO for each fiscal year over the past 5 years spanning 2009-2013, and compares the granted compensation with our total

shareholder return, indexed to the closing stock price on December 31, 2008. Granted compensation reflects the sum of the components reported in our Summary Compensation Table for the applicable year, i.e., “Salary”, “Bonus”, “Stock Awards”, “Option Awards”, “Non-Equity Incentive Plan Compensation”, and “All Other Compensation”.

Fiscal 2014 Compensation

New CEO

As noted above, the Company announced that Mr. Kheradpir was appointed to serve as Chief Executive Officer of the Company effective January 2014. The details of Mr. Kheradpir’s compensation package, which was approved by the Committee, are described in the Company’s Current Reports on Form 8-K, filed on November 13, 2013 and March 24, 2014.

Specifically, the compensation package for Mr. Kheradpir was structured in a manner aligned with stockholder interests, including an emphasis on performance-contingent equity awards.

The compensation package provided that a significant component of Mr. Kheradpir’s new hire equity award (intended to be 75% of the total value) be comprised of performance-contingent performance share awards. The Committee believed that this award has the effect of linking a significant amount of Mr. Kheradpir’s compensation to Juniper’s stock price performance in alignment with stockholder interests, while rewarding sustained increases in Juniper’s stock price over a multi-year period. Specifically, the performance-contingent performance share awards are subject to vesting on the condition of sustained increases in the Company’s stock price over a period from 2015 through 2018 as follows:

• One third of the shares will vest immediately if the average closing market price (Average Stock Price, or “ASP”) of the Company’s Common Stock over a period of 60 consecutive trading days equals or exceeds $25.00 between January 1, 2015 and December 31, 2016;
• Two thirds of the shares (minus any portion which has previously vested under (1) above) will vest immediately if the ASP equals or exceeds $32.50 between January 1, 2016 and December 31, 2017; and
• All of the unvested shares will vest immediately if the ASP equals or exceeds $40.00 between January 1, 2017 and December 31, 2018.

No bonus can be earned until we achieve a non-GAAP operating income threshold. We believe this aligns the executive cash incentive payout with a minimum level of non-GAAP operating income achievement, which we see as a key metric for stockholder value creation, and is thus aligned with stockholder interests.

If the non-GAAP operating income threshold is achieved, 70% of a bonus pool will be funded based on attainment of specified financial measures (non-GAAP operating margin and revenue growth) and 30% of the bonus pool will be funded based on attainment of specified quantitative strategic measures determined by the Committee. This weighting represents an increased emphasis on financial results, i.e., 70% of the bonus pool in 2014 vs. 50% of the bonus pool in 2013. We believe both non-GAAP operating margin expansion and revenue growth are critical to stockholder value creation, when balanced with quantitative business goals tied to Juniper’s integrated operating plan, market share achievement and employee engagement.

Executive equity program

For the CEO, the 2014 equity incentive mix will be comprised of the following: 60% of the target equity value granted in the form of performance share awards (similar to the construct for 2013), and 40% of the target equity value granted in the form of service-vested RSUs. In determining the equity mix for Mr. Kheradpir for 2014 awards, the Committee took into account that a significant portion of his new hire equity awards were made in the form of price-vested performance share awards. As a result, the Committee decided to weight a significant proportion of Mr. Kheradpir’s annual equity award for 2014 to performance share awards tied to financial and customer satisfaction results, rather than to additional price-vested performance share awards, thus providing a more balanced overall mix of incentives.

As noted above, 33% of target equity value will be granted in the form of performance share awards (similar to the construct for 2013), 33% in the form of stock price-vested performance share awards, and 34% in the form of service-vested RSUs.

The price-vested performance share awards reflect substantially the same construct and goals as set forth for our CEO’s new hire performance-vested share award, and are detailed as follows:

This approach aligns a component of the CEO direct reports’ 2014 equity awards to the same design as the CEO’s new hire price-vested equity award, thereby explicitly tying approximately 1/3rd of the equity awards to stock price targets, and increases the mix of performance-based equity in the program to 66% in 2014 vs. 60% in 2013. We believe this modification represents increased alignment with stockholder interests.

Equity dilution

Over the past 5 years we have been reducing our annual equity usage. In 2013, we committed to stockholders that we would manage annual equity usage to 2.75% or less of CSO, and we achieved actual usage of 2.26% of CSO.

For fiscal 2014, our plan is to manage the equity program at or below 2.5% of CSO. We believe that reducing our equity usage target is a significant step in mitigating shareholder dilution via our equity programs, while still allowing us to stay competitive to attract and retain talent.

Corporate Governance Framework

The Company takes seriously its duty to maintain a comprehensive governance framework that is aligned with market practice and standards. The Company has adopted a strong corporate governance framework that includes the components described below.

• Stock ownership guidelines: We have established stock ownership guidelines for members of our board of directors, NEOs and certain former NEOs to further align the interests of our leadership with those of our stockholders.
   
• “Clawback” policy: We maintain a clawback policy under which our CEO and CFO are required to repay overpayments of incentive compensation awards in the event of a financial restatement in which it is determined that the individual executive was responsible due to gross recklessness or intentional misconduct.

• Double-trigger vesting: An executive’s unvested equity awards will vest upon a change in control only if the executive also experiences a qualifying termination of employment.
   
• No stock option repricing: The Company’s 2006 Equity Incentive Plan does not permit us to reprice stock options without stockholder approval or to grant stock options with an exercise price below fair market value.
   
• No tax gross-ups: The Company has no executive officer contracts providing for an excise tax gross up

following a change in control.  

• No hedging of Company stock: Company policy prohibits members of our board of directors and Section 16 officers from engaging in short sales of Company stock and other similar transactions that could be used to hedge the risk of Company stock ownership.
   
• Independent compensation consultant:
  Our Compensation Committee retains an independent compensation consultant who performs services only for the Compensation Committee.

Role of the Compensation Committee

The Compensation 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.

Role of the 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 2013, the Compensation Committee engaged Semler Brossy Consulting Group, LLC (“Semler Brossy”) to advise the Committee on executive compensation. The Committee has 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. Semler Brossy has no other business than advising boards and management teams on executive compensation issues. 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 49. During the 2013

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 decisions are based on analysis and guidance provided by the compensation consultant and the Chief Executive Officer’s assessment of individual specific factors, such as the individual’s role and contribution to performance and the other factors discussed below. The Chief Executive Officer is also assisted by the Executive Vice President, Human Resources in making these recommendations.

The Committee independently decides the salary, incentive target and equity awards for the Chief Executive Officer with input from its compensation consultant. In 2013, the Committee’s independent compensation consultant provided input directly to the Committee with respect to the CEO’s compensation. Based on the information presented, 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 the Chief Executive Officer present.

The Company’s executive compensation programs are overseen by the Committee. In 2013, the Committee established the guiding principles detailed below. The

Committee believes that these guiding principles drive the right behaviors, accountability and alignment with stockholder interests.

The Committee has established a framework for executive compensation positioning relative to market. Competitive compensation is fundamental for attracting and retaining the talent profile required for the success of the business. The 2013 market positioning strategy is presented below.

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

As a starting point, the Committee reviews competitive compensation market data to establish reference points and relies on the following data sources:

• Primary Peer Group: A group of publicly-traded networking equipment and other high technology companies set forth in the table below (the “Peer Group”). The companies included in the Peer Group are ones which the Committee believes are similar in size and business scope and which compete with the

Company for talent. This list is periodically reviewed and updated by the Committee with the assistance of the independent compensation consultant 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 compensation decisions made in early 2013, the Peer Group consisted of the following companies:

Changes to the Primary Peer Group used to assess 2013 Pay decisions include the following:

• Removed Qualcomm and Altera from the prior year’s peer group. In the case of Qualcomm, the Committee determined that Qualcomm had grown to a size where the revenue and market cap increased beyond the size screens used to determine comparable peers. In the case of Altera, the Committee determined that Altera’s revenues were below the size comparable to Juniper.
   
• Added Motorola Solutions Inc and NVIDIA. In the case of Motorola Solutions Inc., with the completed spinoff of Motorola Mobility, the Committee determined that Motorola Solutions was within the relevant size category for Juniper as a peer and passed other screens related to profitability, R&D focus and growth rate. In the case of NVIDIA,

the Committee determined that NVIDIA was a more comparable peer in terms of size and scope of operations

• Large Tech Company Comparator Group: A group of publicly-traded high technology companies set forth in the table below (the “Large Tech Company Comparator Group”). Large technology companies are typically the talent pool for Division head positions, and to a lesser extent, for our CEO position. Compensation data for comparable positions at these companies is used as a secondary reference by the Compensation Committee in making target compensation decisions. The listing of companies remained consistent with prior year practice, with the exception of the addition of Amazon.com Inc, in place of Motorola Solutions, which the Committee determined was representative of the type of companies contained in the “Large Tech” group.

• Published Surveys: For the 2013 annual compensation review, broader technology company data was drawn from the Radford 2012 Executive Compensation Survey for companies of comparable size, approximately $4 billion in annual revenue.

After reviewing the market data, 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 Company’s pay mix emphasizes pay for performance. In 2013, “variable” compensation in the form of annual cash bonus incentive and equity (i.e., RSUs

and performance shares) comprised 88% of our CEO’s target total direct compensation and 89% of our other NEOs’ target total direct compensation on average.

In 2013, Mr. Johnson provided the Committee with his recommended base salary increases for NEOs in light of a review of competitive external market data, as well as the Company’s compensation framework. The Committee independently decided not to provide a base salary increase to Mr. Johnson. As noted in the table below, several NEOs received increases that were intended to better align their salaries with other executives at Juniper having similar levels of responsibility, as well as with comparable positions at similarly sized companies in the

technology industry. In connection with her promotion, in July 2013 Ms. Denholm received a salary increase commensurate with her expanded responsibilities for global operations. Mr. Rahim also received a salary increase in July 2013 in order to align his salary with other internal executives at the same grade level having similar levels of responsibility. Generally, merit increases to base salary of an NEO, if applicable, were effective July 1, 2013.

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 cash incentive opportunity for each NEO, expressed as a percentage of base salary. In setting the amount of the target incentive, the Committee takes into account competitive market data, 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, business unit and/or individual performance factors.

For 2013, target incentives (expressed as a percentage of base salary) for all NEOs remained consistent with 2012 levels, except for the target incentives of Ms. Denholm, who was promoted. The target cash incentives as a percentage of base salary for 2013 are presented below:

NEOs could earn annual cash incentives in 2013 based on achievement of pre-determined goals in the Executive Annual Incentive Plan (“AIP”). The 2013 AIP was comprised of two components: Financial and Strategic, in order to drive executive focus on achievement of pre-determined goals that contributed to overall company performance. For

the Financial component, we maintained goals for non-GAAP corporate operating margin and corporate revenue growth, consistent with the 2012 Plan design. For the Strategic component, we focused on a limited number of key objectives that contributed to operational and financial results, as described below.

The actual amounts paid to individual NEOs depend on the level of achievement against the objectives. NEOs can earn anywhere between 0%-200% of the target incentive based on actual performance. The portion of incentives tied to financial objectives is formulaic. However, the strategic component is funded based on strategic and operational goals, and the CEO makes recommendations for individual payouts for officers other than himself, based

on his evaluation of their performance. Final approval of actual payout amounts is at the discretion of the Committee. For 2013, the Committee established target performance goals for non-GAAP operating margin and revenue growth per the table below. Strategic goals varied based on individuals, and included product build, market share gains, and customer satisfaction.

Actual 2013 non-GAAP corporate operating margin was between Target and Maximum, while revenue growth produced a multiplier of 1.1x on the non-GAAP corporate operating margin payout. As a result, the payout for the Financial component was 126.5% of target, reflecting 115% of target from non-GAAP corporate operating margin results adjusted by 1.1x multiplier from revenue growth results.

For the strategic objectives-related payouts, the CEO presented to the Committee an evaluation of all of his direct reports relative to their goals and also made recommendations for their payouts. Recommendations for NEOs, excluding the CEO, were based on overall achievement relative to strategic goals and individual executive contributions in their respective roles. For the CEO, the Committee independently determined the payout for the Strategic Component at 74.25% of target.

Upon completion of the measurement period for 2013, the Committee reviewed the performance of the Company to verify and approve the calculations of the amounts to be paid. Excluding Mr. Muglia, who resigned effective as of December 10, 2013 and received a bonus payout reflecting 56% of target at that time, actual payouts to

NEOs under the 2013 Executive Annual Incentive Plan ranged between 95.53% and 106.6% of the individual’s target annual incentive for the year. The following table summarizes the payments for the Company’s NEOs (expressed as a percentage of their 2013 target incentive):

In connection with Ms. Denholm’s grade level promotion and expanded responsibilities, the Compensation Committee approved a one-time promotion bonus of $500,000.

In recognition of Ms. Elliott’s services provided in the prior fiscal year, including her assistance with the Company’s CEO transition and the transition of her own role as Chief Customer Officer, the Compensation Committee awarded her a one-time cash payment in the amount of $500,000.

The Company has been focused on managing its annual equity usage as a percentage of its common stock outstanding to align with Peer Group levels. To reduce the Company’s equity usage as a percentage of CSO, the Committee reviewed its overall equity compensation program and made changes intended to position the Company’s annual equity burn rate below the Peer Group’s 75th percentile. In determining the ranges for long-term equity incentives, the Committee sought to allocate to the NEOs approximately 60% of their equity award value in the form of performance shares, or PSAs, and 40% of their equity award value in the form of RSUs. The rationale for this equity mix was to further align the NEOs’ compensation opportunities with stockholder interests, i.e., stock price appreciation, and also to incentivize our NEOs to continue to drive performance in

key financial metrics that support our innovation agenda (i.e., operating income) and customer satisfaction (Juniper Customer Satisfaction Index, or JCSI). In addition, moving to a program of RSUs and PSUs reduces stock-based burn rate by reducing the number of shares of stock subject to equity grants. This is because RSUs and PSUs do not have an exercise price and can deliver the same value of compensation with fewer shares than option grants.

The number of equity awards for the 2013 equity compensation program guidelines was calculated using a policy the Committee approved in 2013, pursuant to which the conversion price reflected the higher of $25.00 or our 6-month average daily stock price close for the second half of 2012. The Committee determined that $25.00 was an appropriate conversion price given that

our second half of 2012 average daily stock price close was $17.63, A $25.00 conversion price implicitly builds a stock price hurdle into the equity award, i.e., in order to earn the intended target value of compensation under the equity compensation program, the stock price will need to increase to $25.00. Further, 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 levels in the Peer Group and in the survey data. The Committee’s objective was to continue to target total direct compensation between the 50th and 75th 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:

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 shareholder value and executive efforts over a multi-year timeframe, i.e., executive team retention to deliver results. In 2013, the Company used RSUs on a programmatic basis, representing 40% of total target equity value 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 addition to the programmatic use of RSUs in 2013, there were cases in which RSUs were granted as a onetime long-term retention incentive to NEOs as follows:

• Ms. Denholm: In connection with Ms. Denholm’s promotion and expanded responsibilities for global operations, and in order to retain Ms. Denholm at a time when our senior executives were being heavily recruited, the Committee awarded a one-time grant of 210,000 RSUs. This award, as with other one-time awards, is not reflective of Ms. Denholm’s annual go-forward compensation package, and has not been repeated in 2014, as indicated in our Current Report on Form 8-K and Ms. Denholm’s Form 4 filing dated March 2014. This RSU vests with respect to 50% on the first anniversary of the grant date, 40% on the second anniversary of the grant date, and 10% on the third anniversary of the grant date.
• Mr. Rahim: In consideration of the scope of Mr. Rahim’s role and responsibilities, and in order to create an additional incentive for Mr. Rahim to lead our largest division, the Committee awarded him 100,000 RSUs that vest according to Juniper’s standard 3-year vesting schedule.
• Mr. Muglia: In consideration of Mr. Muglia’s unvested equity hold (i.e., retention hold), and in order to create an additional incentive for Mr. Muglia to remain at the Company during the continued turnaround of the Software Solutions Division, the Committee awarded him 160,000 RSUs that vest with respect to 50% on November 29, 2013, 30% on May 30, 2014, 15% on May 29, 2015, and 5% on February 26, 2016.
• Dr. Sindhu: In consideration of Dr. Sindhu’s unvested equity hold, and in order to create an additional incentive for Dr. Sindhu to lead the technology agenda at Juniper, including several key initiatives, the Committee awarded him 75,000 RSUs that vest according to Juniper’s standard 3-year vesting schedule.

PSAs are designed to reward executive efforts with respect to year-over-year sustained financial performance, which in the longer term has the potential to positively impact stockholder value.

NEOs receive performance share grants that vest based on performance over a three-year period. In general, on an annual basis, we calculate a number of performance

shares based on the achievement of annual performance targets, which we refer to as being “banked,” however, these banked shares are not vested until the end of the entire three-year period. The amount of PSAs banked for a particular year is based on the achievement of annual performance targets established for that year. The plan’s performance measure construct for 2013 is illustrated below.