XM Radio 2015 Annual Report Download - page 31

In addition, the Audit Committee has established procedures for the receipt, retention and
treatment, on a confidential basis, of complaints received by us, our board of directors and the
Audit Committee regarding accounting, internal accounting controls or auditing matters, and the
confidential, anonymous submissions by employees of concerns regarding questionable accounting
or auditing matters. These procedures are available upon written request to our Corporate
Secretary.
Compensation Committee Interlocks and Insider Participation
Mr. Bodenheimer, Mr. Carleton, Mr. Holden, and Mr. Vogel served as members of the
Compensation Committee during 2015. None of the members of the Compensation Committee is or
has been an executive officer of our company, and no director who served on the Compensation
Committee during 2015 had any relationships requiring disclosure by us under the SEC’s rules
requiring disclosure of certain relationships and related-party transactions. None of our executive
officers served as a director or a member of a compensation committee (or other committee serving
an equivalent function) of any other entity, the executive officers of which served as a director of
our company or as a member of the Compensation Committee during 2015.
Director Compensation Table for 2015
The following table provides compensation information for the year ended December 31, 2015
for each of our non-employee directors. Directors who are employees do not receive compensation
for their services as directors.
Name
Fee Earned or
Paid in Cash
($)
Stock
Awards(2)
($)
Option
Awards(3)(4)
($)
All Other
Compensation
($)
Total
($)
Joan L. Amble. . . . . . . . . . . . . . . . . . . . . . . 130,000 24,999 75,010 — 230,009
Anthony J. Bates(1)................... 100,000 24,999 75,010 — 200,009
George W. Bodenheimer . . . . . . . . . . . . . 100,000 24,999 75,010 — 200,009
Mark D. Carleton . . . . . . . . . . . . . . . . . . . . 100,000 24,999 75,010 — 200,009
Eddy W. Hartenstein . . . . . . . . . . . . . . . . . 150,000 24,999 75,010 — 250,009
James P. Holden . . . . . . . . . . . . . . . . . . . . 100,000 24,999 75,010 — 200,009
Gregory B. Maffei. . . . . . . . . . . . . . . . . . . . 150,000 24,999 75,010 — 250,009
Evan D. Malone . . . . . . . . . . . . . . . . . . . . . 100,000 24,999 75,010 — 200,009
James F. Mooney . . . . . . . . . . . . . . . . . . . 110,000 24,999 75,010 — 210,009
Carl E. Vogel . . . . . . . . . . . . . . . . . . . . . . . . 120,000 24,999 75,010 — 220,009
Vanessa A. Wittman . . . . . . . . . . . . . . . . . 100,000 24,999 75,010 — 200,009
David M. Zaslav . . . . . . . . . . . . . . . . . . . . . 100,000 24,999 75,010 — 200,009
(1) In February 2016, Anthony J. Bates resigned from our board.
(2) On May 20, 2015, non-employee directors, were each awarded 6,410 shares of common stock
with a grant date value of $24,999. At December 31, 2015, the aggregate number of unvested
restricted stock units outstanding for Mr. Holden was 143,235 and for Mr. Mooney was 93,748.
(3) 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, 2015. On May 20, 2015, non-employee
directors, were each awarded 76,100 options at an exercise price of $3.90 per share with a
grant date fair value of $75,010.
(4) At December 31, 2015, the aggregate number of option awards outstanding for each non-
employee director was as follows: Ms. Amble—1,293,718; Mr. Bates—166,274; Mr.
Bodenheimer—166,274; Mr. Carleton—112,634; Mr. Hartenstein—1,635,955; Mr. Holden—
483,865; Mr. Maffei—693,718; Mr. Malone—186,793; Mr. Mooney—311,170; Mr. Vogel—
323,493; Ms. Wittman—323,493; and Mr. Zaslav—186,793.
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