XM Radio 2009 Annual Report Download - page 39

Item 1 — Election of Directors
Eight directors will be elected at the annual meeting. Currently, there are thirteen members of our board
of directors. Messrs. Chester A. Huber, Jr. and John W. Mendel have decided not to stand for re-election to
our board of directors. The board has elected not to fill their seats on the board. The Nominating and
Corporate Governance Committee of our board of directors has nominated eight directors to be elected as
Common Stock Directors by the holders of our common stock and our Series A Convertible Preferred Stock
(the “Common Stock Director Nominees”). John C. Malone, Gregory B. Maffei and David J.A. Flowers have
been appointed to the board of directors by an affiliate of Liberty Media Corporation, the holder of our
Series B-1 Preferred Stock, and are referred to as the Preferred Stock Director Designees.
The Nominating and Corporate Governance Committee believes that well functioning boards consist of a
diverse collection of individuals that bring a variety of complementary skills. Although the board of directors
does not have a formal policy with regard to the consideration of diversity in identifying directors, diversity is
one of the factors that the Nominating and Corporate Governance Committee may, pursuant to its charter, take
into account in identifying director candidates. The Nominating and Corporate Governance Committee
generally considers each Common Stock Director in the broad context of the overall composition of our board
of directors with a view toward constituting a board that, as a body, possesses the appropriate mix of skills
and experience to oversee our business. Depending on current membership of our board of directors, the
Nominating and Corporate Governance Committee also may decide to seek or give preference to a qualified
candidate who is female or adds to the ethnic diversity of the board. The experience, qualifications, attributes,
or skills that led the Nominating and Corporate Governance Committee to conclude that our Common Stock
Directors should serve on the board are generally described below:
Joan L. Amble ................... Ms.Amble has extensive experience in financial accounting and
systems, including experience in consumer oriented subscription
businesses, such as American Express.
Leon D. Black. ................... Mr.Black’s experience in corporate finance is substantial. He has
extensive experience in arranging and structuring financings for
enterprises worldwide, particularly enterprises with credit profiles
similar to ours. In addition, Mr. Black’s experience in the private
equity industry adds a long-term strategic perspective to the board’s
deliberations.
Lawrence F. Gilberti ............... Mr.Gilberti has served on our board since 1993, shortly after our
founding. He brings a range of institutional knowledge and experi-
ence to the board in evaluating business proposals, assessing risks,
and critiquing alternatives that the Nominating and Corporate
Governance Committee believes is valuable.
Eddy W. Hartenstein ............... AstheformerChiefExecutiveOfficerofDirecTV,Mr.Hartenstein
has extensive experience in building, managing, marketing and oper-
ating a satellite service. He brings direct and highly relevant exper-
tise to the board in such areas as: the construction and procurement
of satellites, managing a large consumer subscriber base, consumer
marketing, and the design and implementation of systems necessary
to support a growing and dynamic consumer-oriented business.
James P. Holden .................. Mr.Holden has spent his career in the automotive business, which
has given him a background in managing a volatile business.
Mr. Holden’s perspective on and knowledge of the workings, busi-
ness and product planning processes, and individuals in the auto-
motive industry are significant assets to the board and its
deliberations.
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