XM Radio 2012 Annual Report Download - page 38

• reviewed the NEO Bonus Plan pool and exercised its negative discretion and approved the individual
bonus amounts granted to each of the named executive officers under the NEO Bonus Plan (other than
for Mr. Karmazin, whose bonus was also reviewed and ratified by our board of directors); and
• reviewed and approved the bonus amount granted to our Chief Financial Officer whose bonus, pursuant
to Section 162(m), is not included in the NEO Bonus Plan.
The actual amount of the bonus paid to each named executive officer was based on a combination of factors,
including our 2012 corporate performance, his or her individual contributions and performance in his or her
functional areas of responsibility and, with respect to all named executive officers other than himself, upon
recommendations made by Mr. Karmazin, our former Chief Executive Officer. The amount of Mr. Karmazin’s
bonus, who served as our Chief Executive Officer for almost all of 2012, was ratified by our board of directors
following a discussion and consideration by the Compensation Committee. Various specific factors taken into
consideration in determining the bonus amounts for the named executive officers are set forth below. The annual
bonuses for Messrs. Karmazin and Meyer are discussed below under the heading “Related Policies and
Considerations — Compensation of our Chief Executive Officer.”
Mr. Greenstein was awarded a bonus for his contributions during the year, including his role in the
continued enhancement of our programming, such as the expansion of our channel lineup to include new music,
sports and comedy channels; the expansion of the programming content on SiriusXM Latino, a suite of
Latin channels featuring programming from leading providers of Spanish-language music, sports, news, talk and
entertainment; launching SiriusXM On Demand, which provides subscribers who are listening online with the
ability to choose from among a catalog of more than 300 shows and over 3,000 hours of content to listen to
whenever they want; securing and creating additional compelling and exclusive content; reducing the costs of
certain programming; streamlining and introducing efficiencies into our programming operations; the sale of
advertisements on our non-music channels; understanding and analyzing customer satisfaction levels as they
relate to our programming and content offerings; and the continuing integration of our legacy operations.
Ms. Altman was awarded a bonus for her contributions during the year, including her regular on-going
contributions as our Chief Administrative Officer and her role in managing our human resources function,
including our employee development, diversity and inclusion initiatives, managing our facilities and security
operations; supervising the evaluation, management and consolidation of our real estate holdings; overseeing our
DC-based operations; and the continuing integration of our legacy operations.
Mr. Donnelly was awarded a bonus for his contributions during the year, including his regular on-going
contributions as our General Counsel, such as the management of complex legal and regulatory issues; his role in
managing our litigation matters and our legal expenses in face of the increasing complexity of our business;
assisting in the negotiation and execution of various agreements with programming providers and other essential
third parties; and the continuing integration of our legacy operations.
Mr. Frear was awarded a bonus for his contributions during the year, including his regular on-going
contributions as our Chief Financial Officer and his role in managing our fixed and variable costs; overseeing our
investor relations efforts; securing a $1.25 billion revolving credit facility with a syndicate of financial
institutions; managing our relationships with debt rating agencies and successfully improving our debt rating;
reducing our leverage ratio; retiring our 13% Senior Notes prior to their maturity in 2013 and our 9.75%
Senior Notes prior to their maturity in 2015; overseeing our investments in Sirius XM Canada; management of
and contributions towards the determination of our royalties for sound recordings before the Copyright Royalty
Board; managing the construction of our satellites; and his efforts in the continued integration of our legacy
operations, particularly in the area of information technology.
Based on the foregoing, the Compensation Committee approved the specific bonus amounts set forth in the
Summary Compensation Table under the “Bonus” column for each of the above named executive officers.
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