XM Radio 2013 Annual Report Download - page 37

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to the NEO Bonus Plan, a bonus pool was established for our Chief Executive Officer and the other named
executive officers, other than our Chief Financial Officer, consisting of 2.75% of our EBITDA. The maximum
bonus that a named executive officer could receive under the NEO Bonus Plan was limited to a percentage of the
bonus pool (which percentages were not changed during the performance year); and could not exceed the cash
equivalent of 120 million shares of our common stock (based on our closing share price as of the last trading day
of 2013). In addition, no amounts could be paid under the NEO Bonus Plan unless a threshold amount of
EBITDA was achieved for 2013.
Following the end of 2013, the Compensation Committee met to consider bonuses for our named executive
officers with respect to 2013 and whether to consider bonuses for other employees. The Compensation
Committee carefully reviewed our performance against key metrics in our budget and business plan for 2013,
including the generation of EBITDA, as required by the NEO Bonus Plan, our efforts to increase subscribers,
revenue, adjusted EBITDA and free cash flow.
Following its review of our 2013 performance, which the Compensation Committee determined to be
exceptional, the Compensation Committee:
• approved a cash bonus pool to be divided among our employees, other than the named executive
officers;
• 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 as well as
other executive officers; and
• reviewed and approved the payment 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 2013 corporate performance, their individual contributions and performance in their functional
areas of responsibility and, with respect to all named executive officers other than himself, recommendations
made by Mr. Meyer. Various specific factors taken into consideration in determining the bonus amounts for the
named executive officers are set forth below. The annual bonuses for Mr. Meyer is 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, including a new Entertainment Weekly Radio channel focusing on pop culture,
celebrities and entertainment and a National Basketball Association channel focusing exclusively on the NBA;
securing and creating additional compelling and exclusive content, such as extending our agreement with Fox
News to include the Fox Business Network; reducing the costs of certain programming; streamlining and
introducing efficiencies into our programming operations; the sale of advertisements on our non-music channels;
and understanding and analyzing customer satisfaction levels as they relate to our programming and content
offerings.
Mr. Cook was awarded a bonus for his contributions during the year, including his role in analyzing,
evaluating and managing our subscriber churn and new vehicle conversion rate; maintaining, nurturing and
expanding our relationships with automakers and large independent auto resellers, including surpassing 10,000
franchise and independent auto dealers nationwide that provide trial subscriptions to purchasers and lessees of
pre-owned vehicles; and entering into an arrangement with Ford to permit subscribers to access to MySXM and
SiriusXM On Demand in their vehicles by using voice commands, steering wheel or radio controls.
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; refinancing $1.5 billion of debt; managing our stock buyback program; overseeing our
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