XM Radio 2012 Annual Report Download - page 26

Director Compensation Table for 2012
The following table provides compensation information for the year ended December 31, 2012 for each of
our non-employee directors. Directors who are employees do not receive compensation for their services as
directors.
Name(1)
Fee Earned or
Paid in Cash
($)
Stock
Awards(2)(3)
($)
Option
Awards(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 ........ — — — — — — —
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
Carl E. Vogel ......... 50,000 — 70,000 — — — 120,000
Vanessa A. Wittman . . . 50,000 — 70,000 — — — 120,000
(1) On January 18, 2013, Leon D. Black, Lawrence F. Gilberti, and Jack Shaw resigned as members of our
board of directors and our board of directors appointed Mark D. Carleton, James E. Meyer, Robin S. Pringle
and Charles Y. Tanabe to our board of directors.
(2) Non-employee directors were not awarded restricted stock units in 2012. At December 31, 2012, the
aggregate number of unvested restricted stock units outstanding for each director was as follows:
Ms. Amble — 0; Mr. Black — 48,289; Mr. Flowers — 0; Mr. Gilberti — 143,235; Mr. Hartenstein — 0;
Mr. Holden — 143,235; Mr. Maffei — 0; Mr. Malone — 0; Mr. Mooney — 93,748; Mr. Shaw — 0;
Mr. Vogel — 0; and Ms. Wittman — 0. The directors acquired the restricted stock units as part of our
former director compensation program. The restricted stock units held by Messrs. Black and Gilberti vested
in January 2013 upon their resignation as members of our board of directors. The restricted stock units held
by Messrs. Holden and Mooney are scheduled to vest on the first anniversary of the date on which they
cease to be a director.
(3) In connection with the special cash dividend paid in December 2012, we granted incremental restricted
stock units to prevent the economic dilution of the holders of our restricted stock units as follows:
Mr. Black — 864; Mr. Gilberti — 2,563; Mr. Holden — 2,563; and Mr. Mooney — 1,678. These
incremental restricted stock units are included in the total unvested restricted stock units outstanding as of
December 31, 2012 in footnote 2.
(4) The aggregate grant date fair values of stock option awards were computed in accordance with FASB ASC
Topic 718 (excluding estimated forfeitures). The assumptions used in the valuation are discussed in Note 14
to our audited consolidated financial statements in our Annual Report on Form 10-K for the year ended
December 31, 2012. In 2012, non-employee directors, excluding Mr. Black, were each awarded 76,795
options at an exercise price of $1.91 per share with a grant date fair value of $70,000. In connection with the
special cash dividend paid in December 2012, the exercise price of our outstanding stock options were
adjusted by decreasing the exercise price by $0.05 per share. The option exercise price reflects the price
after the adjustment for the dividend. At December 31, 2012, the aggregate number of option awards
outstanding for each non-employee director was as follows: Ms. Amble — 1,449,162; Mr. Black —
1,379,780; Mr. Flowers — 506,925; Mr. Gilberti — 977,898; Mr. Hartenstein — 1,495,162; Mr. Holden —
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