XM Radio 2010 Annual Report Download - page 25

and strategic transactions. Mr. Black has also made arrangements to have a colleague observe board meetings
he has been unable to attend personally and brief him on the proceedings of the board.
Directors are also encouraged to attend the annual meeting of stockholders. Messrs. Flowers, Maffei,
Shaw and Karmazin attended our 2010 annual meeting of stockholders.
How can stockholders communicate with the board of directors?
Stockholders may communicate directly with our board of directors, or specified individual directors,
according to the procedures described on our website at http://investor.siriusxm.com under “Corporate
Governance — Contact our Board”.
Our Corporate Secretary reviews all correspondence to our directors and forwards to the board a summary
and/or copies of any such correspondence that, in the opinion of the Corporate Secretary, deals with the
functions of the board or committees thereof or that he otherwise determines requires their attention. Directors
may at any time review all correspondence received by us that is addressed to members of our board.
In addition, the Audit Committee has established procedures for the receipt, retention and treatment, on a
confidential basis, of complaints received by us, our board of directors and the Audit Committee regarding
accounting, internal accounting controls or auditing matters, and the confidential, anonymous submissions by
employees of concerns regarding questionable accounting or auditing matters. These procedures are available
upon written request to our Corporate Secretary.
Director Compensation Table for 2010
The following table provides compensation information for the year ended December 31, 2010 for each
of our non-employee directors. Directors who are our employees do not receive compensation for their
services as directors.
Name(1)
Fee Earned or
Paid in Cash
($)
Stock
Awards(2)
($)
Option
Awards(3)(4)
($)
Non-Equity
Incentive Plan
Compensation
($)
Change in
Pension Value of
Non-Qualified
Deferred
Compensation
Earnings
($)
All Other
Compensation
($)
Total
($)
Joan L. Amble ............. 80,000 — 70,000 — — — 150,000
Leon D. Black ............. — — 70,000 — — — 70,000
David J.A. Flowers .......... 50,000 — 70,000 — — — 120,000
Lawrence F. Gilberti ......... 70,000 — 70,000 — — — 140,000
Eddy W. Hartenstein ......... 100,000 — 70,000 — — — 170,000
James P. Holden ............ 50,000 — 70,000 — — — 120,000
Gregory B. Maffei .......... 50,000 — 70,000 — — — 120,000
John C. Malone ............ 50,000 — 70,000 — — — 120,000
James F. Mooney ........... 60,000 — 70,000 — — — 130,000
Jack Shaw ................ 50,000 — 70,000 — — — 120,000
(1) Vanessa A. Wittman and Carl E. Vogel were elected to our board of directors in April 2011, did not
receive any compensation from us in 2010 and are therefore not included in the table.
(2) Non-employee directors were not awarded restricted stock units in 2010. At December 31, 2010, the
aggregate number of unvested restricted stock units outstanding for each director was as follows:
Ms. Amble — 0; Mr. Black — 47,425; Mr. Flowers — 0; Mr. Gilberti — 140,672; Mr. Hartenstein — 0;
Mr. Holden — 140,672; Mr. Maffei — 0; Mr. Malone — 0; Mr. Mooney — 92,070; and Mr. Shaw — 0.
The directors acquired the restricted stock units held by them as part of our former director compensation
program. These restricted stock units will vest on the first anniversary of the date the person ceases to be
a director.
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