XM Radio 2014 Annual Report Download - page 24

Name Age Position, Principal Occupation, Business Experience and Directorships
David M. Zaslav . . . . . . . . . . . 55 Mr. Zaslav has been a director since May 2013. Mr. Zaslav has
been the President, Chief Executive Officer of Discovery
Communications, Inc., one of the largest nonfiction media
companies in the world, since January 2007 and a director since
September 2008. Mr. Zaslav served as President, Cable &
Domestic Television and New Media Distribution of NBC
Universal, Inc., a media and entertainment company, from May
2006 to December 2006. Mr. Zaslav served as Executive Vice
President of NBC and President of NBC Cable, a division of
NBC, from October 1999 to May 2006. Mr. Zaslav was a
member of the board of TiVo Inc. through 2010.
Key Attributes, Experience and Skills:
Mr. Zaslav, as the Chief Executive Officer of Discovery
Communications and through his prior work in television, has
developed a deep understanding of the media and entertainment
industry. This experience, together with his general management
expertise, positions him as a valued presence on our board of
directors to assist us in evaluating programming and marketing
opportunities and further understand our diverse and growing
subscriber base, including trends in the audio entertainment
industry.
The board of directors recommends a vote “FOR” the election of each of the nominees
named above.
What are the responsibilities of the board of directors?
The business and affairs of our company are managed under the direction of our board of
directors. Our board oversees senior management selection, monitors overall corporate performance
and ensures the integrity of our financial controls. Our board of directors also oversees our strategic
and business planning processes.
How are nominees for the board of directors selected?
Our Nominating and Corporate Governance Committee reviews possible candidates to be
directors and is responsible for overseeing matters of corporate governance, including the
evaluation of performance and practices of the board of directors, the board’s committees,
management succession plans and executive resources. The Nominating and Corporate
Governance Committee considers suggestions from many sources, including stockholders, for
possible directors. Such suggestions, together with appropriate biographical and other information
required pursuant to our By-laws, should be submitted to our Corporate Secretary, Sirius XM
Holdings Inc., 1221 Avenue of the Americas, 36th Floor, New York, New York 10020. Candidates
who are suggested by our stockholders are evaluated by the Nominating and Corporate
Governance Committee in the same manner as are other possible candidates to be directors.
In its assessment of each potential candidate, including those recommended by stockholders,
the Nominating and Corporate Governance Committee takes into account all factors it considers
appropriate, which may include (a) ensuring that the board of directors, as a whole, is diverse and
consists of individuals with various and relevant career experience, relevant technical skills, industry
knowledge and experience, financial expertise (including expertise that could qualify a director as a
“financial expert,” as that term is defined by the rules of the SEC), local or community ties, and
(b) minimum individual qualifications, including strength of character, mature judgment, familiarity
with our business and related industries, independence of thought and ability to work collegially.
The Nominating and Corporate Governance Committee also may consider the extent to which a
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