2019 ANNUAL REPORT Notice of 2020 Annual Meeting of Stockholders and Proxy Statement 2020 Annual Meeting of Stockholders Notice of Annual Meeting and Proxy Statement Table of Contents Proxy Statement Summary 1 Corporate Governance Principles and Board Matters 5 Board Independence ........................................................................................ 5 Board Structure and Committee Composition................................................................ 6 Board Leadership Structure and Role of the Lead Independent Director...................................... 8 Identification and Evaluation of Nominees for Director ...................................................... 9 Management Succession Planning .......................................................................... 10 Board’s Role in Risk Oversight............................................................................... 10 Corporate Citizenship and Sustainability .................................................................... 11 Stockholder Engagement .................................................................................... 13 Communications with the Board............................................................................. 14 Board Meetings and Attendance ............................................................................ 14 Director Compensation 15 Non-Employee Director Compensation Highlights ........................................................... 15 Non-Employee Director Retainer and Meeting Fee Information .............................................. 15 Director Compensation Table for Fiscal 2019 ............................................................... 16 Proposals to be Voted on 17 Proposal No. 1 Election of Directors ........................................................................ 17 Proposal No. 2 Ratification of Appointment of Independent Registered Public Accounting Firm ............. 23 Principal Accountant Fees and Services ..................................................................... 25 Report of the Audit Committee of the Board of Directors..................................................... 26 Proposal No. 3 Non-Binding Advisory Vote on Executive Compensation .................................... 27 Proposal No. 4 Approval of the Amendment and Restatement of the Juniper Networks Inc. 2008 Employee Stock Purchase Plan ............................................................................ 28 Executive Compensation 33 Compensation Discussion and Analysis ..................................................................... 33 Section 1 – Executive Summary ............................................................................. 33 Section 2 – Setting Executive Compensation ................................................................ 38 Section 3 – Elements of Executive Compensation............................................................ 41 Section 4 – Other Compensation Policies and Information .................................................. 49 Compensation Committee Report............................................................................ 55 Compensation Committee Interlocks and Insider Participation ............................................... 55 Summary Compensation Table .............................................................................. 56 Grants of Plan-Based Awards for Fiscal 2019 ............................................................... 57 Outstanding Equity Awards at Fiscal 2019 Year-End ........................................................ 58 Stock Vested for Fiscal 2019 ................................................................................ 60 Non-Qualified Deferred Compensation...................................................................... 60 Pay Ratio .................................................................................................... 61 Compensation Consultant Disclosure 62 Equity Compensation Plan Information 63 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 64 Executive Officer and Director Stock Ownership Guidelines 66 Delinquent Section 16(a) Reports 67 Certain Relationships and Related Transactions 67 General Information 68 Annex A – Juniper Networks, Inc. Amended and Restated 2008 Employee Stock Purchase Plan 74 Notice of 2020 Annual Meeting of Stockholders Time and Date 8:00 a.m., Pacific Time, on Thursday, May 14, 2020 Place* Juniper Networks, Inc. 1133 Innovation Way Building A, Aristotle Conference Room Sunnyvale, CA 94089 *As part of our precautions regarding the COVID-19 outbreak, we are planning for the possibility that the meeting may be held solely by means of remote communications. If we take this step, we will announce the decision to do so in advance, and details on how to participate will be posted on our website and filed with the SEC as additional proxy materials. Notice of Annual Meeting of Stockholders Items of Business (1) To elect ten directors to hold office until the next annual meeting of stockholders and until their respective successors have been elected and qualified; (2) To ratify the appointment of Ernst & Young LLP, as Juniper Networks, Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2020; (3) To hold a non-binding advisory vote on executive compensation; (4) To approve the amendment and restatement of the Juniper Networks, Inc. 2008 Employee Stock Purchase Plan to increase the number of shares available for issuance thereunder by 8,000,000 shares; and (5) To consider such other business as may properly come before the annual meeting. Postponements and Adjournments Any action on the items of business described above may be considered at the annual meeting at the time and on the date specified above or at any time and date to which the annual meeting may be properly postponed or adjourned. Record Date You are entitled to notice of, and to vote at, the annual meeting only if you were a Juniper Networks stockholder as of the close of business on March 19, 2020. Meeting Admission You are invited to attend the annual meeting if you were a Juniper Networks stockholder as of the close of business on the record date. You should be prepared to present valid government-issued photo identification for admittance. In addition, if you are a stockholder of record, your ownership will be verified against the list of stockholders of record on the record date prior to being admitted to the meeting. If you are not a stockholder of record but hold shares through a broker or nominee (i.e., in street name), you should provide proof of beneficial ownership as of the record date, such as your account statement as of the record date, a copy of any voting instruction card provided by your broker, trustee or nominee, or other similar evidence of ownership. If you do not provide photo identification or comply with the other procedures outlined above upon request, you may not be admitted to the annual meeting. Continues on next page ▶ Juniper Networks, Inc. Notice of 2020 Annual Meeting and Proxy Statement The annual meeting will begin promptly at 8:00 a.m., Pacific Time. Check-in will begin at 7:30 a.m., Pacific Time, and you should allow ample time for the check-in procedures. The Notice of Internet Availability of Proxy Materials is being mailed, and the attached proxy statement is being made available, to our stockholders on or about April 2, 2020. Voting Your vote is very important. Whether or not you plan to attend the annual meeting, we encourage you to read this proxy statement and vote your shares as soon as possible. If you received notice of how to access the proxy materials over the Internet, you may vote by telephone or over the Internet. If you received a proxy card or voting instruction card and other proxy materials by mail, you may submit your proxy card or voting instruction card for the annual meeting by completing, signing, dating and returning your proxy card or voting instruction card in the pre-addressed envelope provided, or by using the telephone or the Internet. For specific instructions on how to vote your shares, please refer to the section entitled “General Information” of this proxy statement and the instructions on the proxy card or voting instruction card or that are provided by email or over the Internet. By Order of the Board of Directors, Brian Michael Martin Senior Vice President, General Counsel and Secretary April 2, 2020 Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 14, 2020 The proxy statement, form of proxy and our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 are available at www.proxyvote.com Proxy Statement Summary This summary highlights selected information about the items to be voted on at the annual meeting and information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider in deciding how to vote, and you should read the entire proxy statement carefully before voting. The information contained on juniper.net or any other website referred to herein is provided for reference only and is not incorporated by reference into this proxy statement. Information about our 2020 Annual Meeting of Stockholders Date and time: Thursday, May 14, 2020 at 8:00 a.m. Pacific Time Location:* Juniper Networks, Inc. 1133 Innovation Way Building A, Aristotle Conference Room Sunnyvale,