XM Radio 2015 Annual Report Download - page 27

Download and view the complete annual report

Please find page 27 of the 2015 XM Radio annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 132

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132

Name Age Position, Principal Occupation, Business Experience and Directorships
David M. Zaslav . . . . . . . . . . . 56 Mr. Zaslav has been a director since May 2013.
Mr. Zaslav has been the President and 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 also
serves on the boards of Lions Gate Entertainment, the National
Cable & Telecommunications Association, The Cable Center,
Center for Communication, Skills For America’s Future, Grupo
Televisa, Partnership for New York City and USC Shoah
Foundation. He is also a member of the Board of trustees for
the Paley Center for Media and the Mt. Sinai Medical Center.
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 understanding 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, among other things, 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
potential director nominees. 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 potential 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
17