XM Radio 2011 Annual Report Download - page 40

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In February 2012, the Compensation Committee awarded a cash bonus to Mr. Karmazin of $9,200,000 in
recognition of his performance and our corporate performance in 2011, including:
• increasing our net subscribers additions by over 1.7 million, resulting in a total of nearly 21.9 million
subscribers, an increase of over 8% as compared to 2010;
• achieving adjusted EBITDA growth of 17% to over $731 million in 2011;
• increasing our 2011 revenue by 7% over 2010 levels;
• increasing free cash flow by 98% to $416 million;
• reducing our long-term debt by over $200 million;
• improving our corporate debt ratings to BB and B2 from Standard & Poor’s and Moody’s, respectively,
and lowering our leverage, further strengthening our liquidity position for future growth;
• introducing SiriusXM 2.0 functionality and products, including our Lynx portable radio;
• expanding our ability to identify and acquire subscribers in certified pre-owned and used vehicles and
managing our investment in infrastructure in this area;
• adding compelling content to our services while reducing programming expenses;
• launching Sirius XM Latino, the most comprehensive radio channel offering in the United States for
Spanish-speaking listeners;
• managing and implementing, including all communications and marketing efforts, a price increase to
certain of our subscription services;
• improving our customer care experience, including through the launch of our Internet-based self care
functionality and deployment of an Internet-based chat services;
• creating a corporate culture that fosters quality, creativity and innovation to differentiate our content and
services; and
• maintaining Sirius XM as one of the largest subscription-based media companies in the United States.
Policy with Respect to Internal Revenue Code Section 162(m)
As described above under “Fiscal Year 2012 Considerations,” in 2012 the Compensation Committee
adopted a plan applicable to annual bonuses for our Chief Executive Officer and the four other most highly
compensated executive officers, other than our Chief Financial Officer. The Committee anticipates that this plan
will result in tax deductibility for any compensation we pay to such executive officers that exceeds $1 million in
any taxable year. However, the Compensation Committee may from time to time approve compensation that is
not deductible under Section 162(m) if it determines that it is in our best interest to do so.
Compensation Committee Report
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with
management. Based on such review and discussion, we recommended to the board of directors that the
Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into
our annual report on Form 10-K for the year ended December 31, 2011.
Compensation Committee
L
AWRENCE
F. G
ILBERTI
,Chairman
J
AMES
P. H
OLDEN
J
ACK
S
HAW
C
ARL
E. V
OGEL
30