XM Radio 2015 Annual Report Download - page 48

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The Compensation Committee has again adopted a bonus program which is intended to
comply with Section 162(m) of the Internal Revenue Code for our Chief Executive Officer and the
other three most highly compensated executive officers (except for our Chief Financial Officer). That
bonus program is designed to promote the achievement of our key financial goals for 2016.
The Compensation Committee does not believe that any risks that may arise from our
compensation policies and practices are reasonably likely to have a material adverse effect on our
Company. The Compensation Committee considered various factors that have the effect of
mitigating compensation-related risks and have reviewed our compensation policies and practices
for our employees, including the elements of our executive compensation programs, to determine
whether any portion of such compensation encourages excessive risk taking.
Policy with Respect to Section 162(m) of the Internal Revenue Code
As described above, in 2016 the Compensation Committee again adopted a bonus plan which
is intended to comply with Section 162(m) of the Internal Revenue Code for our Chief Executive
Officer and the other three most highly compensated executive officers, except for our Chief
Financial Officer. The Compensation Committee anticipates that this plan will result in tax
deductibility for any compensation we pay to such executive officers that exceeds $1 million with
respect to 2016. However, the Compensation Committee may from time to time approve
compensation that is not deductible under Section 162(m) of the Internal Revenue Code if it
determines that it is in our best interest to do so.
Compensation Committee Report
The Compensation Committee has reviewed and discussed the Compensation Discussion and
Analysis with management. Based on such review and discussion, the Compensation Committee
recommended to the board of directors that the Compensation Discussion and Analysis be included
in this proxy statement and incorporated by reference into our Annual Report on Form 10-K for the
fiscal year ended December 31, 2015.
Compensation Committee
CARL E. VOGEL,Chairman
GEORGE W. BODENHEIMER
MARK D. CARLETON
JAMES P. HOLDEN
38