XM Radio 2009 Annual Report Download - page 40

Mel Karmazin . ................... Mr.Karmazinhasspenthiscareerinthemediaandentertainment
industry, with particularly relevant experience in radio. Mr. Karmazin’s
expertise in general management, finance and strategic planning is
extremely valuable; in particular, his radio experience and his skills in
the areas of revenue maximization, cost control, music and talk
programming as well government, public and investor relations
position him uniquely to serve as a director. As our Chief Executive
Officer, Mr. Karmazin provides the board not only with knowledge of
our daily workings, but also with the essential experience, insight and
expertise that can be provided only by a person who is intimately
involved in running our business.
John W. Mendel .................. Mr.Mendel has extensive experience in the automotive industry.
As an executive of American Honda, he brings a valuable perspec-
tive on the direction of the automotive industry, including the prod-
uct and customer focuses of the industry.
Mr. Mendel has declined to stand for reelection as a director at this
year’s annual meeting of stockholders.
Chester Huber, Jr.................. Mr.Huber is the former President of OnStar, a division of General
Motors that operates its remote safety and information service.
Mr. Huber also has extensive experience in the automotive industry.
His experience with OnStar has given him special insights into the
management and marketing of services to owners and lessees of
vehicles, as well as the development of other vehicle infotainment
services.
Mr. Huber has declined to stand for reelection as a director at this
year’s annual meeting of stockholders.
James F. Mooney.................. Mr.Mooney has had a varied career in industries ranging from
computer products to telecommunications. His diverse experience
is very useful in our business and budget planning process, in eval-
uating personnel and compensation, in assessing financing alterna-
tives, and in assessing and evaluating our long-term business plans.
Jack Shaw ....................... Astheretired Chief Executive Officer of Hughes Electronics,
Mr. Shaw has broad experience in satellite systems and telecommu-
nications infrastructures. This experience, together with his general
management expertise, assists the board in evaluating satellite pro-
curement programs, satellite insurance and redundancy proposals,
and long-term network planning projects.
Set forth below are the eight Common Stock Director Nominees to be elected by the holders of our
common stock and our Series A Convertible Preferred Stock to serve until the next annual meeting of
stockholders or until their respective successors have been duly elected and qualified and the three Preferred
Stock Director Designees that will serve until their respective successors have been duly elected and qualified
pursuant to the Certificate of Designations for the Series B-1 Preferred Stock.
To be elected as a director, each Common Stock Director Nominee must receive a plurality of the votes
cast by the holders of our common stock and our Series A Convertible Preferred Stock, voting together as a
single class.
Should any Common Stock Director Nominee become unable or unwilling to accept nomination or
election, the proxy holders may vote the proxies for the election, in his or her stead, of any other person our
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