Kenneth Miller
JNPRAbout Kenneth Miller
Kenneth B. Miller is Executive Vice President and Chief Financial Officer of Juniper Networks, serving as CFO since February 2016 and having joined the company in 1999. He is 54 years old and holds a B.S. in Accounting from Santa Clara University; he also served as interim Chief Accounting Officer in 2019 and joined Zebra Technologies’ board in May 2024 . FY24 company performance context: revenue decreased to $5.1B from $5.6B in FY23, non-GAAP gross margin rose to 60.2% (from 59.1%), services revenue reached a record $2.1B (+6% YoY), and software and related services revenue grew 8% YoY; incentive metrics emphasized Corporate Revenue, Non-GAAP Operating Margin, and Annual Recurring Revenue (ARR) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Juniper Networks | EVP, Chief Financial Officer | Since Feb 2016 | Principal financial officer; oversight of finance, controls, investor reporting |
| Juniper Networks | Interim Chief Accounting Officer | Feb–Sep 2019 | Oversaw accounting while CAO search continued |
| Juniper Networks | SVP, Finance | Apr 2014–Feb 2016 | Led finance, treasury, tax, global business services |
| Juniper Networks | VP roles (Go-To-Market Finance; Platform Systems Division; SLT Business Group Controller) | Various years (not disclosed) | Finance and business unit control leadership |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Zebra Technologies | Director | Since May 2024 | Board oversight; industry network, governance |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $637,500 | $650,000 | $655,000 |
| Stock Awards ($) | $3,888,938 | $3,949,143 | $3,572,331 |
| Option Awards ($) | $0 | $0 | $0 |
| Non-Equity Incentive ($) | $328,313 | $292,500 | $327,500 |
| All Other Compensation ($) | $11,397 | $23,797 | $11,772 |
| Total ($) | $4,866,148 | $4,915,440 | $4,566,603 |
| Base Salary Progression | 2023 | 2024 | % Increase |
|---|---|---|---|
| Kenneth Miller ($) | $650,000 | $660,000 | 1.5% |
| FY24 Plan-Based Awards | RSUs (#) | RSUs Grant Date Fair Value ($) | PSAs Target (#) | PSAs Grant Date Fair Value ($) |
|---|---|---|---|---|
| Kenneth Miller | 51,300 | $1,807,299 | 51,300 | $588,582 |
Performance Compensation
| AIP Design (FY24) | Metric | Weighting | Target | Actual/Result | Payout & Vesting |
|---|---|---|---|---|---|
| Financial metrics | Corporate Revenue | 33⅓% | $5,460M | $5,074M | 65% financial component payout |
| Financial metrics | Non-GAAP Operating Margin | 33⅓% | 16.4% | 14.2% | 65% financial component payout |
| Financial metrics | Annual Recurring Revenue (ARR) | 33⅓% | $467M | $474M | 107% financial component payout |
| Strategic goals | 3 pillars (Enterprise scale, AI, Employee experience) | 30% | Committee discretion | Committee-certified | Included in AIP; 50% paid as Bonus Shares in Mar-2025 |
| AIP target & payout (CFO) | Target AIP ($) | 100% of salary | $655,000 | Funding $655,000 | $327,500 cash + $327,500 fully vested Bonus Shares |
| Long-Term PSAs (FY24 tranche) | Award Year | FY24 PSA Target (#) | FY24 Achievement | FY24 Banked (#) | Vesting |
|---|---|---|---|---|---|
| Kenneth Miller | 2024 grant | 17,100 | 79.0% | 13,509 | To vest in 2027 (subject to service) |
| Service-Vested RSUs (FY24) | Shares Granted | Grant Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|
| Kenneth Miller | 51,300 | $1,807,299 | 34% at 1-year; 33% at 2- & 3-year anniversaries |
Design note: In 2024, the Committee removed RTSR PSAs due to the pending HPE merger and shifted financial metrics to ARR and Non-GAAP Operating Margin alongside Corporate Revenue to better align pay with operational performance .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 116,835 shares; less than 1% of outstanding |
| Stock vested in FY24 | 136,193 shares; $5,026,932 value realized |
| Outstanding equity (12/31/24) | Unvested RSUs/PSAs shown across tranches: 45,369; 18,588; 13,509; 11,459; 15,972; 39,072; 51,300 (see equity table) |
| AIP Bonus Shares (Mar-2025) | $327,500 awarded in fully vested Bonus Shares |
| Options activity | NEOs did not exercise options in FY24 |
| Ownership guidelines | 3x base salary for NEOs; 50% net share retention until compliant; 5-year compliance window |
| Compliance status | As of record date, all individuals subject to guidelines were compliant |
| Hedging/pledging | Company policy prohibits hedging, pledging, short sales |
Note: We attempted to pull Form 4 insider trading detail via the insider-trades skill but the data source returned a 401 Unauthorized error; therefore recent transaction-level data could not be included. We rely on proxy vesting and ownership disclosures here.
Employment Terms
| Scenario | Base Salary Component ($) | Incentive Component ($) | Benefits ($) | Accelerated Equity ($) | Total ($) |
|---|---|---|---|---|---|
| Termination without cause/good reason (outside CoC) | 660,000 | 655,000 | 41,846 | N/A | 1,356,846 |
| Change of control termination (double trigger) | 990,000 | 982,500 | 41,846 | 8,801,168 | 10,815,514 |
Key terms: Severance agreements expire January 2027; outside CoC benefits equal 12 months base salary plus COBRA-equivalent and actual/pro-rated bonus; change-of-control provides double-trigger acceleration and applies a “better-after-tax” cutback to avoid 280G excise tax if beneficial; no excise tax gross-ups per policy . Clawback policy applies to incentive compensation with a 3-year lookback for restatements and misconduct .
Investment Implications
- Pay-for-performance alignment: FY24 AIP metrics tied to revenue, non-GAAP operating margin, and ARR, with PSAs banked at 79% of target, supports incentive linkage to operating drivers rather than stock price amid merger-related pricing effects .
- Retention and potential selling pressure: Large FY24 vesting (136,193 shares; $5.0M realized) plus fully vested Bonus Shares for AIP can create periodic selling supply; however, 3x salary ownership rules and 50% net share retention mitigate misalignment and require continued equity holding until guideline compliance .
- Change-of-control economics: Double-trigger structure with substantial accelerated equity ($8.8M) can be protective for the executive but may signal increased retention risk near transaction close; “better-after-tax” cutback avoids shareholder-unfriendly gross-ups .
- Governance safeguards: Prohibitions on hedging/pledging and robust clawback reduce red flags; say-on-pay support was strong at 94% in 2024, indicating investor acceptance of program design shifts .
Overall: Compensation design emphasizes operational performance and equity alignment; severance and CoC terms are within market norms and double-triggered; watch quarterly vesting and Bonus Share issuance as potential near-term supply, balanced by ownership guideline retention .