XM Radio 2009 Annual Report Download - page 29

constituting performance-based compensation, as defined by the Internal Revenue Code, is not subject to the
$1 million limit. The Compensation Committee reserves the discretion to pay compensation that does not
qualify for exemption under Section 162(m) where the Compensation Committee believes such action to be in
the best interests of our stockholders.
Compensation Committee Report
We have reviewed and discussed the Compensation Discussion and Analysis with management and as a
committee. Based on our review and discussion with management, we recommended that the board of
directors include the Compensation Discussion and Analysis in this proxy statement.
Compensation Committee
LAWRENCE F. GILBERTI,Chairman
JAMES P. HOLDEN
JACK SHAW
Summary Compensation Table
The following table provides information concerning total compensation earned or paid to our Chief
Executive Officer, our Chief Financial Officer and our four other most highly compensated executive officers
who served in such capacities as of December 31, 2009 for services rendered to us during the past three fiscal
years. These six officers are referred to herein as the named executive officers.
Name and Principal
Position Year
Salary
($)
Bonus(2)
($)
Stock
Awards(3)
($)
Option
Awards(3)
($)
All Other
Compensation(4)
($)
Total(5)
($)
Mel Karmazin . . . . . . . . . . . . . . . . . 2009 1,250,000 7,000,000 — 35,209,440 7,350 43,466,790
Chief Executive Officer 2008 1,250,000 — — — 6,900 1,256,900
2007 1,250,000 4,000,000 — — 18,743 5,268,743
Scott A. Greenstein. . . . . . . . . . . . . . 2009 850,000 1,000,000 850,035 7,986,116 27,134 10,713,285
President and Chief 2008 845,834 — 440,003 1,123,873 6,900 2,416,610
Content Officer 2007 791,667 440,000 400,003 851,280 17,243 2,500,193
James E. Meyer . . . . . . . . . . . . . . . . 2009 950,000 1,250,000 1,000,022 11,500,278 176,632 14,876,932
President, Operations and Sales 2008 945,834 — 512,502 1,309,025 152,967 2,920,328
2007 891,667 512,500 462,500 1,001,966 136,003 3,004,636
Dara F. Altman(1) . . . . . . . . . . . . . . 2009 446,332 600,000 500,029 750,139 19,006 2,315,506
Executive Vice President and 2008 92,986 — — — — 92,986
Chief Administrative Officer
Patrick L. Donnelly . . . . . . . . . . . . . 2009 525,000 750,000 600,020 1,000,336 21,328 2,896,684
Executive Vice President, 2008 522,917 — 300,001 — 6,900 829,818
General Counsel and Secretary 2007 475,000 300,000 973,001 2,579,880 18,743 4,346,624
David J. Frear . . . . . . . . . . . . . . . . . 2009 750,000 850,000 700,012 1,000,336 23,650 3,323,998
Executive Vice President 2008 631,251 — 1,292,002 3,897,033 6,900 5,827,186
and Chief Financial Officer 2007 518,750 350,000 262,500 600,788 18,743 1,750,781
(1) Information for Ms. Altman is included for the period after September 26, 2008, the date she became an
employee.
(2) For 2007, Messrs. Greenstein, Meyer, Donnelly and Frear’s bonuses were paid 50% in cash and 50%
restricted stock units; Mr. Karmazin’s bonus was paid in cash. No bonuses were paid for 2008. For 2009,
all bonuses were paid in cash. The amount shown in the “Bonus” column for 2007 reflects the portion of
the annual bonus paid in cash.
(3) The aggregate grant date fair value of restricted stock unit and stock option awards was computed in
accordance with ASC 718, Compensation — Stock Compensation. The assumptions used in the valuation
are discussed in Note 13 to our audited consolidated financial statements in our Annual Report on
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