XM Radio 2015 Annual Report Download - page 37

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Executive Summary
The Compensation Committee is responsible for developing and maintaining a compensation
program for our named executive officers. Our executive compensation program plays a key role in
our operating and financial success. The Compensation Committee has strived to design this
compensation program with great care, focusing first and foremost on the incentives that the
program promotes. The Compensation Committee believes that our ability to recruit, incentivize and
retain top executive talent is essential to our long-term success, particularly in light of the
challenging competitive and technological environments in which we operate. Accordingly, the
Compensation Committee believes it has successfully balanced the sometimes competing
obligations to make decisions which meet the needs of our company against a one size fits all
approach.
What our Executive
Compensation Program
Primarily Consists of and
•Consists primarily of three elements: (1) base salary; (2)
performance-based annual bonus; and (3) long-term equity
compensation.
What it Aims to Achieve: •Provides a mix of fixed compensation and short- and long-term
incentives.
•Serves as an effective means of attracting, retaining,
rewarding, and motivating a talented, entrepreneurial and
creative team of executives with the skills and experience
necessary to achieve our business goals and enhance
stockholder value.
Steps We Took to Better
Align Executive
Compensation with
In connection with extending the terms of our executive agreements,
we have (among other things):
Stockholder Interests: •eliminated golden parachute excise tax gross ups; and
•added clawback provisions to our executive employment
agreements
At our annual meeting in 2014 we held an advisory “say on pay” vote on the compensation of
our named executive officers. Our stockholders overwhelmingly approved the compensation of our
named executive officers, with over 84% of our common stock casting votes in favor of our say-on-
pay resolution. The Compensation Committee considered the strong support our stockholders
expressed for our pay for performance compensation philosophy and has not made any changes to
the core elements of our compensation programs since that vote. We intend to conduct such
advisory vote every three years. The next such vote will be held at our 2017 annual meeting of
stockholders.
Fiscal Year 2015 Business Highlights
We believe that our compensation program for the named executive officers was instrumental
in helping us deliver strong financial performance, strengthen our business and create value for our
stockholders in 2015. In the face of intense competition for our services, our financial results
exceeded our public guidance and our internal budget and business plan. Further, we believe that
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