Jonathan Sturz
JNPRAbout Jonathan Sturz
No Juniper Networks (JNPR) proxy or SEC filing lists a director named “Jonathan Sturz.” If the intended subject is William R. Stensrud, a long‑tenured independent director and chair of the Nominating & Corporate Governance (N&CG) Committee, the governance intelligence below covers Mr. Stensrud. Board nominees for 2025 are: Anne DelSanto, Kevin DeNuccio, James Dolce, Steven Fernandez, Christine Gorjanc, Janet Haugen, Scott Kriens, Rahul Merchant, Rami Rahim, and William Stensrud; all non‑employee nominees are independent under NYSE rules . Stensrud: Director since 1996, age 74, independent, N&CG Committee Chair .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SwitchCase Group | Partner | Since Jan 2011 | Strategy and operational advisory across tech businesses |
| InstantEncore.com | Chairman | Since Jan 2006 | Governance oversight; performing arts tech focus |
| Interactive Fitness Holdings | Chairman & Principal | Since Nov 2009 | Strategic and operational leadership in fitness tech |
| Muze, Inc. | Chairman & CEO | Jan–Mar 2007 | Led B2B digital commerce/info provider |
| Enterprise Partners VC | General Partner | 1997–2006 | Venture investments; board service across networking tech |
| Paradyne Corp. | President; Director roles at Paradyne entities and GlobeSpan | mid‑1990s | Turnaround leadership; data networking |
| Primary Access Corp. | President & CEO | 1992–1995 | Led data networking company (acquired by 3Com) |
| StrataCom | Co‑founder; Marketing VP | 1986–1992 | Early telecom networking leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| InstantEncore.com | Chairman | Since 2006 | Web/mobile tech for performing arts |
| Interactive Fitness Holdings | Chairman & Principal | Since 2009 | Virtual stationary bicycle manufacturer |
| SwitchCase Group | Partner | Since 2011 | Consulting to improve operations/strategy/financial performance |
Board Governance
- Independence: All non‑employee directors are independent; Board annually evaluates independence and found no material related‑party transactions with directors or immediate families .
- Committee leadership and meetings (FY24): Stensrud chairs N&CG; Board 8 meetings; Audit 7; Compensation 4; N&CG 3. Audit Chair: Janet Haugen; Compensation Chair: Anne DelSanto; Lead Independent Director: Christine Gorjanc; Chair of Board: Scott Kriens .
- Attendance: Each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Retirement age policy: 75 for non‑employee directors; Board (with Mr. Stensrud abstaining) waived to nominate Stensrud at age 74 given HPE merger continuity considerations .
| FY24 Meetings | Board | Audit | Compensation | N&CG |
|---|---|---|---|---|
| Count | 8 | 7 | 4 | 3 |
Fixed Compensation
- Standard director pay (FY24): $60,000 annual cash retainer; committee member retainers: Audit $20,000, Compensation $15,000, N&CG $10,000; committee chair retainers: Audit $25,000, Compensation $20,000, N&CG $10,000; Chair of Board $75,000; Lead Independent $30,000; annual RSUs fixed value $245,000; $1,250 per committee meeting beyond 18/year .
| Component | FY2024 Amount |
|---|---|
| Annual cash retainer | $60,000 |
| Audit member | $20,000 |
| Compensation member | $15,000 |
| N&CG member | $10,000 |
| Audit chair | $25,000 |
| Compensation chair | $20,000 |
| N&CG chair | $10,000 |
| Chair of Board | $75,000 |
| Lead Independent Director | $30,000 |
| Annual RSU grant (fixed value) | $245,000 |
| Extra committee meeting >18/year | $1,250 |
| Director Compensation (Stensrud) | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | $80,000 | $80,000 | $80,000 |
| Stock Awards ($) | $211,291 | $216,709 | $241,727 |
| Total ($) | $291,291 | $296,709 | $321,727 |
Performance Compensation
- Directors receive time‑based RSUs with “Annual Value” $245,000; RSUs vest fully on the earlier of one year from grant or the day prior to the next annual meeting, subject to continuous service; annual grants occur at each annual meeting; non‑employee director awards are capped at $1,000,000 total cash+equity per fiscal year .
- No option grants to outside directors; no performance‑metric PSUs for directors; plan governance includes minimum one‑year vesting, no repricing, and clawback eligibility for awards .
| Director Equity Grant Mechanics | Terms |
|---|---|
| Annual RSU grant value | $245,000, converted by 30‑day average price |
| Vesting | Earlier of 1 year from grant or day prior to next AGM |
| Annual cap (cash+equity) | $1,000,000 per outside director |
| Repricing | Prohibited without stockholder approval |
| Minimum vesting | ≥1 year (limited exceptions) |
| Clawback applicability | Awards may be subject to recoupment |
Other Directorships & Interlocks
| Current Public Company Boards | Role |
|---|---|
| None | N/A |
Expertise & Qualifications
- Venture capital and operating executive experience in telecommunications and data networking; prior CEO roles at networking companies; strategic analytical skills focused on operations, strategy, and financial performance; broad public company board experience .
Equity Ownership
| RSUs Outstanding (per non‑employee director) | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Unvested RSUs held at year‑end | 7,107 | 7,682 | 7,029 |
| Stock Ownership Guidelines | Requirement | Compliance |
|---|---|---|
| Outside director guideline | 5x annual cash retainer; 5 years to comply | |
| Status (record date) | All individuals subject to guidelines in compliance | |
| Hedging/pledging | Prohibited under insider trading policy |
Governance Assessment
- Board effectiveness: Stensrud’s tenure (since 1996) provides deep institutional knowledge; he chairs N&CG and participates in Board‑level succession planning, governance standards, ESG oversight, and shareholder engagement processes .
- Alignment and incentives: Director compensation uses fixed cash plus time‑based RSUs and robust ownership guidelines (5x retainer), with no options and award governance safeguards; all subject individuals are compliant, and hedging/pledging are prohibited, supporting alignment with shareholders .
- Conflicts/related‑party: Board’s independence review identified no material related‑party transactions with directors; all non‑employee directors (including Stensrud) are independent under NYSE standards .
- Attendance and engagement: Minimum 75% attendance achieved by all directors; Board conducts regular executive sessions led by the Lead Independent Director and maintains active governance oversight, including cybersecurity and sustainability .
- Signals/RED FLAGS:
- Retirement age waiver for Stensrud at age 74 to maintain continuity during pending HPE merger is notable; while justified for transaction continuity, waivers can raise refreshment concerns over time .
- No evidence of hedging/pledging, option repricing, or related‑party transactions; director equity awards have minimum vesting and clawback features—positive governance signals .
If the intended person is not William R. Stensrud, please clarify the correct director name so we can provide individual‑specific compensation, ownership, and committee analytics.