Rami Rahim

About Rami Rahim

Rami Rahim is Chief Executive Officer of Juniper Networks and a director since 2014; he joined Juniper in January 1997 and became CEO in November 2014. He is 54 and serves on Autodesk’s board (compensation committee), bringing deep engineering and product leadership across routing, switching, security, silicon, and the Junos OS . Compensation is heavily equity-based with pay-for-performance emphasis; Company cumulative TSR and CEO “compensation actually paid” are generally aligned over 2020–2024, with FY24 TSR at $172.64 per $100 invested, influenced by the fixed $40/share HPE merger consideration; FY24 net revenue was $5,073.6 million and net income $287.9 million . FY24 operational highlights included services revenue at a record $2.1 billion (+6% YoY), software and related services +8% YoY, and non-GAAP gross margin rising to 60.2% from 59.1% .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

Notes:

• FY24 performance-based equity awards use net revenue and non-GAAP operating margin as performance metrics; PSAs can earn 0–200% of target and are measured annually over a three-year cycle .

Equity Ownership & Alignment

Outstanding equity awards held at December 31, 2024 (selected items):

Employment Terms

General severance (outside change in control; if terminated without cause or resigns for good reason; subject to release):

Change-of-Control (double-trigger; if terminated without cause or resigns for good reason within 12 months post-CoC; subject to release; agreements expire Jan 2027):

• Cash severance equals 200% of annual base salary plus target bonus for CEO (150% for other NEOs) .
• Equity acceleration: time-based awards fully accelerate; performance-based awards accelerate for completed periods at actual performance and remaining portions at target; rights of repurchase/restrictions lapse .
• Benefits cash payment equals 12x monthly COBRA premium .
• “Better-after-tax” provision to optimize excise tax exposure; no excise tax gross-ups (no “golden parachute” gross-ups) .
• Maximum severance is capped ≤3x salary+target bonus; Company provides only double-trigger benefits (no single-trigger) .

Potential payments upon change of control termination (as of Dec 31, 2024; stock price $37.45):

Performance & Track Record

FY24 operating highlights:

• Services revenue $2.1 billion (+6% YoY); software and related services +8% YoY; non-GAAP gross margin 60.2% vs 59.1% in FY23 .
• Management noted FY24 stock price was primarily driven by fixed $40/share HPE merger consideration rather than fundamentals, which affected “compensation actually paid” alignment in FY24 .

Compensation Committee & Governance

• Committee solely independent; retains independent consultant Compensia; annual assessments and risk reviews; capped payouts in AIP/PSAs; no option repricing; no below-FMV option prices; no single-trigger CoC; no excessive perquisites; no executive pension/SERP .

Investment Implications

• Strong alignment: CEO ownership guidelines (6x salary) and mandatory post-vest holding, plus prohibition on hedging/pledging, reduce misalignment risk; all subject individuals in compliance .
• Near-term selling pressure: FY22 RTSR PSAs (70,343) and FY22 Financial PSAs (80,894) vest in 2025; FY23 Financial PSAs (55,023) vest in 2026; FY24 service RSUs vest 34/33/33 through 2027; Bonus Shares (30,615) were fully vested in March 2025, creating predictable supply, though 10b5-1 constraints apply .
• Retention and CoC economics: CEO change-of-control package totals ~$41.2 million with double-trigger and performance-to-target accelerations; outside CoC severance totals ~$3.17 million—competitive yet capped, with non-compete/non-solicit obligations, supporting retention through transaction uncertainty .
• Execution track record: Multi-year TSR broadly aligned with CAP; FY24 fundamentals softened on revenue but improving order trends and margin expansion; equity-heavy mix keeps pay tethered to long-term value creation .