XM Radio 2013 Annual Report Download - page 26

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(2) 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 15
to our audited consolidated financial statements in our Annual Report on Form 10-K for the year ended
December 31, 2013. On May 22, 2013, non-employee directors, excluding Mr. Bates and Mr. Bodenheimer,
were each awarded 49,059 options at an exercise price of $3.5150 per share with a grant date fair value of
$70,000. Upon joining our board of directors, on September 10, 2013, Mr. Bates and Mr. Bodenheimer were
each awarded 28,540 options at an exercise price of $3.80 per share with a fair value of $46,666.
(3) At December 31, 2013, the aggregate number of option awards outstanding for each non-employee director
was as follows: Ms. Amble — 1,498,221; Mr. Bates — 28,540; Mr. Bodenheimer — 28,540;
Mr. Flowers — 555,984; Mr. Hartenstein — 1,544,221; Mr. Holden — 367,719; Mr. Maffei — 555,984;
Dr. Malone — 49,059; Mr. Mooney — 180,743; Mr. Vogel — 185,759; Ms. Wittman — 185,759; and
Mr. Zaslav — 49,059.
(4) Mr. Bates and Mr. Bodenheimer joined our board of directors on September 10, 2013.
(5) Dr. Malone and Mr. Zaslav joined our board of directors on May 21, 2013, immediately following their
election at the 2013 annual meeting of stockholders.
As Chairman of the board of directors, in 2013, Mr. Maffei received an annual cash retainer of $100,000.
Mr. Hartenstein as our lead independent director received an annual cash retainer of $100,000. The other
members of our board of directors each receive an annual cash retainer of $50,000. Each director who serves as
chair of a committee of the board of directors receives an additional annual cash retainer as follows: the audit
committee chairwoman receives $30,000; the compensation committee chairman receives $20,000; and the
nominating and corporate governance committee chairman receives $10,000.
The members of the Special Committee formed to evaluate the Liberty Media proposal also each received
an additional cash retainer of $100,000 in 2014.
In addition, each member receives an award with a grant date value equal to $70,000 in the form of options
to purchase our common stock. The options are granted annually on the next business day following that year’s
annual meeting of stockholders. All options to purchase our common stock awarded to our non-employee
directors vest over a four-year period, with 25% vesting on each anniversary of the date of grant. No options vest
in a given year if, in the prior calendar year, the director failed to attend at least 75% of the meetings of the
board.
Any director who fails to attend at least 75% of the meetings of the board of directors in any given year
forfeits 25% of his or her compensation that is payable in cash. During 2013, all of our directors attended over
75% of the meetings of the board.
We also pay reasonable travel and accommodation expenses of directors in connection with their
participation in meetings of the board.
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