XM Radio 2015 Annual Report Download - page 16

ITEM 1—ELECTION OF DIRECTORS
Twelve director nominees are standing for election at the annual meeting. The Nominating and
Corporate Governance Committee of our board of directors has nominated the director nominees
listed below after consideration of each individual’s qualifications, contributions to the company and
other reasons discussed in this proxy statement.
The Nominating and Corporate Governance Committee believes that a well-functioning board
includes a diverse group of individuals who bring a variety of complementary skills, experiences and
perspectives. Although our board of directors does not have a formal policy with regard to the
consideration of diversity in identifying director candidates, diversity is one of the factors that the
Nominating and Corporate Governance Committee may, pursuant to its charter, take into account in
identifying director candidates. The Nominating and Corporate Governance Committee generally
considers each nominee in the broad context of the overall composition of our board of directors
with a view toward constituting a board that, as a group, possesses the appropriate mix of skills
and experience to oversee our business. The experience, qualifications, attributes, or skills that led
the Nominating and Corporate Governance Committee to conclude that our nominees should serve
on the board of directors are generally described in the biographical information below.
Set forth below are the nominees proposed to be elected to serve until the 2017 annual
meeting of stockholders or until their respective successors have been duly elected and qualified.
To be elected as a director, each nominee must receive a plurality of the votes cast by the
holders of our common stock.
Should any nominee become unable or unwilling to accept election, the proxy holders may vote
the proxies for the election, in his or her stead, of any other person our board of directors may
nominate or designate. Each nominee has consented to serve as a director if elected.
Biographical information about this year’s nominees:
Name Age Position, Principal Occupation, Business Experience and Directorships
Joan L. Amble. . . . . . . . . . . . . 62 Ms. Amble has been a director since July 2008. From December
2006 until the closing of our merger with XM Satellite Radio
Holdings Inc. (“XM”) in July 2008, Ms. Amble served as a
director of XM.
From May 2011 to December 2011, Ms. Amble was the
Executive Vice President, Finance, of the American Express
Company and also served as its Executive Vice President and
Corporate Comptroller from December 2003 until May 2011.
Prior to joining American Express, Ms. Amble served as Chief
Operating Officer and Chief Financial Officer of GE Capital
Markets, a service business within GE Capital Services, Inc.,
overseeing securitizations, debt placement and syndication, as
well as structured equity transactions. From 1994 to March
2003, Ms. Amble served as Vice President and Controller of GE
Capital. Ms. Amble serves as a member of the board of
directors of Booz Allen Hamilton Holding Corporation, Brown-
Forman Corporation and Zurich Insurance Group. Ms. Amble
also served as a director at Broadcom Limited during the last
five years.
Key Attributes, Experience and Skills:
Ms. Amble has extensive experience in financial reporting,
including experience with the rules and regulations of the SEC,
based, in part, on her experience at Ernst & Young, the
Financial Accounting Standards Board, the General Electric
Company and American Express. Ms. Amble also has
experience in the areas of financial controls; Sarbanes-Oxley Act
compliance; operations; risk management; six sigma quality; and
corporate governance.
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