XM Radio 2012 Annual Report Download - page 31

stockholder approval and has the ability to cause or prevent a change of control of our Company or a change in
the composition of our board of directors and could preclude any unsolicited acquisition of our Company. The
concentration of ownership could deprive stockholders of an opportunity to receive a premium for their common
stock as part of a sale of our Company and might ultimately affect the market price of our common stock.
Does Sirius XM have corporate governance guidelines and a code of ethics?
Our board of directors adopted the Guidelines which set forth a flexible framework within which the board,
assisted by its committees, directs our affairs. The Guidelines cover, among other things, the composition and
functions of our board of directors, director independence, management succession and review, committee
assignments and selection of new members of our board of directors.
Our board of directors has also adopted a Code of Ethics, which is applicable to all our directors and
employees, including our chief executive officer, principal financial officer and principal accounting officer.
Our Guidelines and the Code of Ethics are available on our website at http://investor.siriusxm.com under
“Corporate Governance” and in print to any stockholder who provides a written request for either document to
our Corporate Secretary. If we amend or waive any provision of the Code of Ethics with respect to our directors,
chief executive officer, principal financial officer or principal accounting officer, we will post the amendment or
waiver at this location on our website.
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Introduction
This Compensation Discussion and Analysis, or “CD&A,” describes and analyzes our executive
compensation program for our current Chief Executive Officer, our previous Chief Executive Officer, our Chief
Financial Officer and our three other most highly compensated executive officers named in our Summary
Compensation Table. We refer to these six officers throughout the CD&A and the accompanying tables as our
“named executive officers.”
On December 18, 2012, Mel Karmazin relinquished his role as our Chief Executive Officer and Jim Meyer,
our President, Operations and Sales, was appointed as his replacement on an interim basis. Mr. Karmazin served
as our Chief Executive Officer for almost all of 2012. References to our Chief Executive Officer throughout this
CD&A refer to Mr. Karmazin, unless otherwise noted.
Executive Summary
The Compensation Committee is responsible for developing and maintaining a compensation program for
our named executive officers. The Compensation Committee has strived to design this compensation program
with great care, focusing first and foremost on the incentives that the program promotes. The Compensation
Committee believes that our ability to recruit and retain top executive talent is essential to our long-term success.
Accordingly, the Compensation Committee believes it has successfully balanced the sometimes competing
obligations to make decisions which meet the needs of our company against a one size fits all approach.
Our executive compensation program consists primarily of three elements: base salary; performance-based
annual bonus and long-term equity compensation. We believe that these three elements, when taken together,
provide an optimum mix of fixed compensation and short- and long-term incentives, and therefore serve as the
most effective means of attracting, retaining and motivating executives with the skills and experience necessary
to achieve our business goals and enhance stockholder value, while also avoiding unnecessary or excessive risk-
taking.
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