XM Radio 2010 Annual Report Download - page 16

ELECTION OF COMMON STOCK DIRECTORS
(Item 1 on Proxy Card)
Eight Common Stock Directors will be elected at the annual meeting. Currently, there are thirteen
members of our board of directors — eight Common Stock Directors and five Preferred Stock Directors.
John C. Malone, Gregory B. Maffei, David J.A. Flowers, Vanessa A. Wittman and Carl E. Vogel have been
elected as Preferred Stock Directors. The Nominating and Corporate Governance Committee of our board of
directors has nominated the eight Common Stock Director Nominees after consideration of such individual’s
qualifications, contributions to the company and other reasons discussed in this proxy statement.
The Nominating and Corporate Governance Committee believes that a well functioning board includes a
diverse group of individuals that bring a variety of complementary skills and experiences. Although the board
of directors does not have a formal policy with regard to the consideration of diversity in identifying directors,
diversity is one of the factors that the Nominating and Corporate Governance Committee may, pursuant to its
charter, take into account in identifying director candidates. The Nominating and Corporate Governance
Committee generally considers each Common Stock Director Nominee in the broad context of the overall
composition of our board of directors with a view toward constituting a board that, as a body, possesses the
appropriate mix of skills and experience to oversee our business. The experience, qualifications, attributes, or
skills that led the Nominating and Corporate Governance Committee to conclude that our Common Stock
Director Nominees should serve on the board are generally described in the biographical information below.
The experience, qualifications, attributes or skills of the Preferred Stock Directors are also described below.
Set forth below are the eight Common Stock Director Nominees to be elected by the holders of our
common stock to serve until the next annual meeting of stockholders or until their respective successors have
been duly elected and qualified and the five Preferred Stock Directors that will serve until their respective
successors have been duly elected and qualified pursuant to the Certificate of Designations for the Series B-1
Preferred Stock.
To be elected as a director, each Common Stock Director Nominee must receive a plurality of the votes
cast by the holders of our common stock.
Should any Common Stock Director Nominee become unable or unwilling to accept election, the proxy
holders may vote the proxies for the election, in his or her stead, of any other person our board of directors
may nominate or designate. Each Common Stock Director Nominee has expressed his or her intention to
serve.
Biographical information about this year’s nominees:
Common Stock Director Nominees
Name Age Position, Principal Occupation, Business Experience and Directorships
Joan L. Amble ..... 57 Ms.Amble has been a director since July 2008. From December 2006 until the
closing of our merger with XM Satellite Radio Holdings Inc. (“XM”) in July
2008, Ms. Amble served as a director of XM. Ms. Amble is the Executive Vice
President and Corporate Comptroller for American Express Company and has
served in that position since December 2003. Prior to joining American Express,
Ms. Amble served as chief operating officer and chief financial officer of GE
Capital Markets, a service business within GE Capital Services, Inc., overseeing
securitizations, debt placement and syndication, as well as structured equity
transactions. From 1994 to March 2003, Ms. Amble served as vice president and
controller for GE Capital. Ms. Amble also serves as a member of the board of
directors of Broadcom, Inc.
Key Attributes, Experience and Skills:
Ms. Amble has extensive experience in financial accounting and systems,
including experience in consumer oriented subscription businesses, such as
American Express.
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