XM Radio 2012 Annual Report Download - page 22

Name Age Position, Principal Occupation, Business Experience and Directorships
David Zaslav ......... 53 Mr.Zaslav has been the President, Chief Executive Officer and a common stock
director of Discovery Communications, Inc., one of the largest nonfiction media
companies in the world, since September 2008. Mr. Zaslav has served as
President and Chief Executive Officer of Discovery Communications, Inc. since
January 2007. Mr. Zaslav served as President, Cable & Domestic Television and
New Media Distribution of NBC Universal, Inc., a media and entertainment
company, from May 2006 to December 2006. Mr. Zaslav served as Executive
Vice President of NBC and President of NBC Cable, a division of NBC, from
October 1999 to May 2006. Mr. Zaslav was a member of the board of TiVo Inc.
through 2010.
Key Attributes, Experience and Skills:
Mr. Zaslav, as the Chief Executive Officer of Discovery Communications and
through his prior work in television, has developed a deep understanding of the
media and entertainment industry. This experience, together with his general
management expertise, uniquely positions him as a valued presence on our board
of directors to assist us in evaluating programming and marketing opportunities
and further understand our diverse and growing subscriber base, including trends
in the audio entertainment industry.
The board of directors unanimously recommends a vote “FOR” the election of each of the nominees
named above.
What are the responsibilities of the board of directors?
The business and affairs of our Company are managed under the direction of our board of directors. Our
board oversees senior management selection and compensation, monitors overall corporate performance and
ensures the integrity of our financial controls. Our board of directors also oversees our strategic and business
planning processes.
How are nominees for the board of directors selected?
Our Nominating and Corporate Governance Committee reviews possible candidates to be directors and is
responsible for overseeing matters of corporate governance, including the evaluation of performance and
practices of the board of directors, the board’s committees, management succession plans and executive
resources. The Nominating and Corporate Governance Committee considers suggestions from many sources,
including stockholders, for possible directors. Such suggestions, together with appropriate biographical and other
information required pursuant to our By-laws, should be submitted to our Corporate Secretary, Sirius XM Radio
Inc., 1221 Avenue of the Americas, 36th Floor, New York, New York 10020. Candidates who are suggested by
our stockholders are evaluated by the Nominating and Corporate Governance Committee in the same manner as
are other possible candidates to be directors. During 2012, our board of directors did not retain any third parties
to assist in the process of identifying and evaluating potential nominees to be directors.
In its assessment of each potential candidate, including those recommended by stockholders, the
Nominating and Corporate Governance Committee takes into account all factors it considers appropriate, which
may include (a) ensuring that the board of directors, as a whole, is diverse and consists of individuals with
various and relevant career experience, relevant technical skills, industry knowledge and experience, financial
expertise (including expertise that could qualify a director as a “financial expert,” as that term is defined by the
rules of the SEC), local or community ties, and (b) minimum individual qualifications, including strength of
character, mature judgment, familiarity with our business and related industries, independence of thought and
ability to work collegially. The Nominating and Corporate Governance Committee also may consider the extent
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