XM Radio 2011 Annual Report Download - page 26

Our Corporate Secretary reviews all correspondence to our directors and forwards to the board a summary
and/or copies of any such correspondence that, in the opinion of the Corporate Secretary, deals with the functions
of the board or committees thereof or that he otherwise determines requires their attention. Directors may at any
time review all correspondence received by us that is addressed to members of our board.
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.
Director Compensation Table for 2011
The following table provides compensation information for the year ended December 31, 2011 for each of
our non-employee directors. Mr. Karmazin is an employee and does not receive compensation for his service as a
director.
Name(1)
Fee Earned or
Paid in Cash
($)
Stock
Awards(2)
($)
Option
Awards(3)(4)
($)
Non-Equity
Incentive Plan
Compensation
($)
Change in
Pension Value of
Non-Qualified
Deferred
Compensation
Earnings
($)
All Other
Compensation
($)
Total
($)
Joan L. Amble ........ 80,000 — 70,000 — — — 150,000
Leon D. Black ........ — — 70,000 — — — 70,000
David J.A. Flowers .... 50,000 — 70,000 — — — 120,000
Lawrence F. Gilberti . . . 70,000 — 70,000 — — — 140,000
Eddy W. Hartenstein . . . 100,000 — 70,000 — — — 170,000
James P. Holden ....... 50,000 — 70,000 — — — 120,000
Gregory B. Maffei ..... 50,000 — 70,000 — — — 120,000
John C. Malone ....... 50,000 — 70,000 — — — 120,000
James F. Mooney ...... 60,000 — 70,000 — — — 130,000
Jack Shaw ........... 50,000 — 70,000 — — — 120,000
Carl E. Vogel ......... 37,500 — 70,000 — — — 107,500
Vanessa A. Wittman . . . 37,500 — 70,000 — — — 107,500
(1) Vanessa A. Wittman and Carl E. Vogel were elected to our board of directors in April 2011.
(2) Non-employee directors were not awarded restricted stock units in 2011. At December 31, 2011, the
aggregate number of unvested restricted stock units outstanding for each non-employee director was as
follows: Ms. Amble — 0; Mr. Black — 47,425; Mr. Flowers — 0; Mr. Gilberti — 140,672;
Mr. Hartenstein — 0; Mr. Holden — 140,672; Mr. Maffei — 0; Mr. Malone — 0; Mr. Mooney — 92,070;
Mr. Shaw — 0; Mr. Vogel — 0; and Ms. Wittman — 0. The directors acquired the restricted stock units
held by them as part of our former director compensation program. These restricted stock units will vest on
the first anniversary of the date the person ceases to be a director.
(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, 2011.
(4) In 2011, non-employee directors were each awarded 59,905 options at an exercise price of $2.2350 per
share with an aggregate grant date fair value of $70,000. At December 31, 2011, the aggregate number of
option awards outstanding for each non-employee director was as follows: Ms. Amble — 1,372,367;
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