XM Radio 2012 Annual Report Download - page 41

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anticipates that this plan will result in tax deductibility for any compensation we pay to such executive officers
that exceeds $1 million in 2013. 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, 2012.
Compensation Committee
C
ARL
E. V
OGEL
,Chairman
J
AMES
P. H
OLDEN
Summary Compensation Table
The following table provides information concerning total compensation earned or paid to our Chief
Executive Officer, our former Chief Executive Officer, our Chief Financial Officer and our three other most
highly compensated executive officers who served in such capacities as of December 31, 2012 for services
rendered to us during each of the past three fiscal years. These six officers are referred to herein as the “named
executive officers”.
Name and Principal Position (1) Year
Salary
$
Bonus
$
Stock
Awards
$
Option
Awards(2)
$
All Other
Compensation(3)
$
Total
$
James E. Meyer ...................... 2012 1,107,692 2,000,000 — — 205,295 3,312,987
Chief Executive Officer 2011 1,100,000 1,750,000 — — 236,221 3,086,221
2010 1,100,000 1,500,000 — — 159,888 2,759,888
Mel Karmazin ........................ 2012 1,500,000 9,500,000 — — 7,500 11,007,500
Former Chief Executive Officer 2011 1,500,000 9,200,000 — — 7,350 10,707,350
2010 1,500,000 8,400,000 — — 7,350 9,907,350
Scott A. Greenstein ................... 2012 1,000,000 1,375,000 — — 7,500 2,382,500
President and Chief
Content Officer
2011 1,000,000 1,250,000 — — 7,350 2,257,350
2010 925,000 1,150,000 — — 7,350 2,082,350
Dara F. Altman ....................... 2012 500,000 850,000 — — 7,500 1,357,500
Executive Vice President and
Chief Administrative Officer
2011 465,666 775,000 — 7,470,308 7,350 8,718,324
2010 446,332 700,000 — 750,046 7,350 1,903,728
Patrick L. Donnelly ................... 2012 575,000 1,150,000 — — 7,500 1,732,500
Executive Vice President,
General Counsel and Secretary
2011 575,000 1,050,000 — — 7,350 1,632,350
2010 573,301 900,000 — 6,000,000 7,350 7,480,651
David J. Frear ........................ 2012 850,000 1,200,000 — — 7,500 2,057,500
Executive Vice President
and Chief Financial Officer
2011 795,833 1,100,000 — 18,895,552 7,350 20,798,735
2010 750,000 1,000,000 — 1,600,022 7,350 3,357,372
(1) James E. Meyer was appointed our Chief Executive Officer in December 2012. From May 2004 to
December 2012, Mr. Meyer was our President, Operations and Sales. Mel Karmazin was our Chief
Executive Officer from November 2004 to December 2012.
(2) The aggregate grant date fair value of stock option awards was computed in accordance with Financial
Accounting Standards Board (“FASB”) Accounting Standard Codification (“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.
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