XM Radio 2015 Annual Report Download - page 40

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Compensation for Named Executive Officers
Goals of Our
Compensation
Programs For NEOS
Incentivizes our named
executive officers to enhance
value for our stockholders
without encouraging the taking
of inappropriate business risks
Not considered excessive
when all elements of potential
compensation are considered
Serves as a retention tool
In making decisions with respect to any single element of a named executive officer’s
compensation, the Compensation Committee considers the officer’s level of responsibility,
experience and contributions, internal pay equity and the compensation that may be awarded to the
officer, including salary, annual bonus, long-term incentives, perquisites and other benefits. In
addition, the Compensation Committee considers the other benefits to which the officer is entitled
under the officer’s employment agreement, including compensation payable upon termination of
employment. (Each named executive officer is employed pursuant to agreements described under
“Potential Payments upon Termination or Change in Control—Employment Agreements” below.)
How We Determine Executive Compensation
Processes and Compensation Decisions
The Compensation Committee does not attempt to set compensation levels for each named
executive officer within a particular range related to levels provided by peers. The Compensation
Committee attempts to monitor “best practices” and emerging trends in executive compensation,
relies on the general business and industry knowledge and experience of its members and
occasionally uses general market comparisons as one of many factors in making compensation
decisions. Other factors considered when making individual executive compensation decisions
include individual contribution and performance, reporting structure, historical compensation, internal
pay equity, complexity and importance of roles and responsibilities, expected future contributions,
leadership and growth potential, retention considerations and our performance. The Compensation
Committee also believes that it is in our stockholders’ interests, and consistent with industry
practice, to enter into arrangements with our named executive officers in order to provide
management stability and ensure that we have access to their services while striving to achieve our
strategic objectives. Further, any compensation or equity awards provided to the named executive
officers are subject to clawback as may be required pursuant to any law or regulation.
In determining compensation element levels, including the size of equity-based awards, if any, for
each named executive officer (other than the Chief Executive Officer), the Compensation Committee
also consults with and considers the recommendations and input of our Chief Executive Officer.
Each Element of Our Executive Compensation Program and How it Works
Our practices with respect to the key compensation elements identified above, as well as other
elements of compensation, are described below, followed by a discussion of the specific factors
considered in determining the levels of these compensation elements for the named executive
officers for 2015.
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