Robert Mobassaly
JNPRAbout Robert Mobassaly
Senior Vice President, General Counsel and Secretary of Juniper Networks (JNPR), serving in this role at least since August 2022 (signed Form 8‑K as SVP, GC) and continuing through the 2024–2025 proxy periods . FY24 company performance context: revenue declined from $5.6B in FY23 to $5.1B in FY24, services revenue reached a record $2.1B (+6% YoY), software and related services revenue grew 8%, and non‑GAAP gross margin improved to 60.2% . FY24 incentive design emphasized pay‑for‑performance with 70% financial metrics (corporate revenue, non‑GAAP operating margin, annual recurring revenue) and 30% strategic objectives, with 50% of AIP payout delivered in fully vested Bonus Shares . In connection with the pending HPE merger, the company executed 280G mitigation actions specific to Mobassaly: accelerated $243,000 of his FY24 cash bonus and vesting of 80,785 unvested equity awards on Dec. 19, 2024, subject to a clawback if he leaves before original dates .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Juniper Networks | Senior Vice President, General Counsel and Secretary | 2022–present | Legal leadership; recognized for HPE merger contributions with FY23 AIP funding at 135% of target |
Fixed Compensation
| Metric | FY22 | FY23 | FY24 |
|---|---|---|---|
| Salary Earned ($) | $465,000 | $480,000 | $510,000 |
| Base Salary in Effect ($) | — | $480,000 | $540,000 |
| Target Bonus % of Salary | 100% | 100% | 100% |
| Target Bonus ($) | $465,000 | $480,000 | $510,000 |
Performance Compensation
FY24 Executive Annual Incentive Plan (Company Metrics)
| Metric | Weight | Target | Actual | Payout |
|---|---|---|---|---|
| Corporate Revenue | 23⅓% | $5,460M | $5,074M | 65% |
| Non‑GAAP Operating Margin | 23⅓% | 16.4% | 14.2% | 65% |
| Annual Recurring Revenue | 23⅓% | $467M | $474M | 107% |
| Strategic: Build Lasting Enterprise Scale | 10% | — | — | 150% |
| Strategic: Win the AI Opportunity | 10% | — | — | 150% |
Notes:
- AIP design: 70% financial, 30% strategic; 50% of payout delivered as fully‑vested Bonus Shares with FY24 conversion price $28.58; remaining 50% paid in cash .
- Mobassaly’s FY24 AIP cash payout: $255,000; $243,000 of this was accelerated and paid in Dec. 2024 under 280G mitigation, subject to clawback .
AIP Cash Payouts (by year)
| Metric | FY22 | FY23 | FY24 |
|---|---|---|---|
| AIP Cash Payout ($) | $239,475 | $324,000 | $255,000 (includes $243,000 accelerated) |
FY24 Performance Share Awards (Financial PSAs)
| Metric | FY24 PSA Target (shares) | FY24 Achievement (% of target) | FY24 PSAs Banked (shares) | Vesting Year |
|---|---|---|---|---|
| Mobassaly | 12,500 | 79.0% | 9,875 | FY27 (subject to continued service) |
Long‑Term Equity Awards Granted (by year)
| Award Type | FY22 | FY23 | FY24 |
|---|---|---|---|
| Service‑Vested RSUs (# / Fair Value $) | 33,700 / $1,100,642 | 31,200 / $932,568 | 37,500 / $1,321,125 (accelerated under 280G to Dec. 2024) |
| Performance‑Based RSUs / PSAs (# target / Fair Value $) | 16,850 / $861,170 | 31,200 target PSAs / $648,835 | 12,500 target PSAs (banked 9,875) / $458,933 PSA grant FV |
| AIP Bonus Shares (#) | — | 50% of AIP paid in Bonus Shares; cash $324,000; conversion mechanism detailed in FY23 proxy | 8,922 Bonus Shares granted (50% of AIP at $28.58 conversion price) |
Vesting schedules:
- Service‑vested RSUs vest 34% at the one‑year anniversary and 33% at the second and third anniversaries, subject to continued employment .
- FY22 RTSR PSAs cliff‑vested after a three‑year performance period (relative TSR), with FY22 RTSR payout at 109% .
Stock Vested and Value Realized
| Metric | FY23 | FY24 |
|---|---|---|
| Shares Acquired on Vesting (#) | 41,423 | 132,207 (includes 80,785 accelerated under 280G) |
| Value Realized ($) | $1,265,827 | $4,891,730 (includes $2,989,045 from accelerated awards at $37.00/share) |
Equity Ownership & Alignment
| Metric | As of Apr 8, 2024 | As of Apr 1, 2025 |
|---|---|---|
| Beneficial Ownership (shares) | 40,940 | 102,237 |
| Percent of Class | * (<1%) | * (<1%) |
| ESPP Purchases (cumulative) | 10,876 shares under 2008 ESPP | — |
Alignment policies and status:
- Stock ownership guidelines: CEO 6× salary; other NEOs 3× salary; must retain at least 50% of net shares until guidelines met; five‑year compliance window. All individuals subject to guidelines were in compliance as of the record date .
- Prohibitions: No hedging, no pledging, no short sales; 10b5‑1 plan constraints (no overlapping plans, single‑trade plan limit per 12 months, 120‑day cooling‑off) .
- RSU/PSA vesting from FY24 AIP/PSAs ties directly to revenue, margin, and ARR metrics, strengthening pay‑for‑performance linkage .
Employment Terms
| Provision | Key Terms |
|---|---|
| Severance (outside change‑of‑control) | Under severance agreements (described in the FY22/FY23 proxy), involuntary termination without cause or resignation for good reason: 12 months base salary; COBRA premium equivalent for 12 months; pro‑rated or earned bonus depending on timing and metrics establishment; Mobassaly’s modeled total $993,255 at 12/31/2022 scenario (salary $480,000; incentive $478,950; benefits $34,305) . |
| Change‑of‑Control (double‑trigger) | Only double‑trigger benefits; capped severance (no >3× base+bonus). No excise tax gross‑ups . |
| Potential CoC Payments (12/31/2024 scenario) | Base salary severance component $810,000; incentive compensation severance component $765,000; benefits $41,846; value of accelerated equity awards $3,544,942; total $5,161,788 . |
| Clawbacks | Company‑wide clawback policy for restatements and misconduct; three‑year lookback (restatements) with Committee discretion; applies to cash and equity; additional specific clawback executed for Mobassaly’s 280G mitigation (repayment obligation for accelerated cash bonus and shares if departure before original dates) . |
| Deferred Compensation | NQDC plan available; Mobassaly had no contributions/earnings/withdrawals in FY24 . |
Compensation Structure Analysis
- Year‑over‑year cash vs equity mix: FY24 Stock Awards $2,574,349 and Non‑Equity Incentive $255,000 vs FY23 Stock Awards $2,113,325 and Non‑Equity Incentive $216,000; mix remains equity‑heavy, consistent with retention and alignment .
- Shift toward ARR and operating margin metrics: FY24 AIP/PSAs replaced non‑GAAP EPS with non‑GAAP operating margin and emphasized ARR, reflecting stockholder feedback and merger context .
- 280G mitigation accelerations: Accelerated vesting (80,785 shares) and $243,000 bonus acceleration with clawback add near‑term vesting but limit opportunistic selling due to repayment obligations if departure before original dates .
Say‑on‑Pay & Shareholder Feedback
- FY23 say‑on‑pay approval: 94% of votes cast approved NEO compensation, supporting the pay‑for‑performance framework .
Investment Implications
- Alignment: Strong restrictions (no hedging/pledging), ownership guidelines, and equity‑heavy mix create sustained alignment; Mobassaly is in compliance with ownership guidelines .
- Retention risk: 280G acceleration creates a clawback tether to continued service; double‑trigger CoC structure and capped severance limit windfalls while providing retention through potential CoC benefits .
- Performance levers: Incentives tied to corporate revenue, non‑GAAP operating margin, and ARR; FY24 outcomes (financial PSAs banked at 79%) indicate measured payouts, with strategic goals emphasizing enterprise scale and AI opportunity .
- Insider selling pressure: FY24 vesting was elevated (132,207 shares; $4.89M value realized), but accelerated tranches carry clawback obligations and guideline‑mandated retention of at least 50% of net shares until compliance thresholds are met, moderating near‑term selling dynamics .