XM Radio 2011 Annual Report Download - page 31

• amending our certificate of incorporation or by-laws in a manner that materially adversely affects the
holders of the preferred stock.
The preferred stock, with respect to dividend rights, ranks on parity with our common stock, and with
respect to rights on liquidation, winding-up and dissolution, ranks senior to our common stock. Dividends on the
preferred stock are payable, on a non-cumulative basis, as and if declared on our common stock, in cash, on an
as-converted basis.
On March 30, 2012, in response to the filing by Liberty Media Corporation with the Federal Communications
Commission (the “FCC”) of an application for consent to transfer of de facto control of Sirius XM, we filed a
petition to dismiss or deny such application. Liberty Media’s application was not filed in connection with a
transaction between Liberty Media and us.
Does SIRIUS XM have corporate governance guidelines and a code of ethics?
Our board of directors adopted the Guidelines which set forth a flexible framework within which the board,
assisted by its committees, directs our affairs. The Guidelines cover, among other things, the composition and
functions of our board of directors, director independence, management succession and review, committee
assignments and selection of new members of our board of directors.
Our board of directors has also adopted a Code of Ethics, which is applicable to all our directors and
employees, including our chief executive officer, principal financial officer and principal accounting officer.
Our Guidelines and the Code of Ethics are available on our website at http://investor.siriusxm.com under
“Corporate Governance” and in print to any stockholder who provides a written request for either document to
our Corporate Secretary. If we amend or waive any provision of the Code of Ethics with respect to our directors,
chief executive officer, principal financial officer or principal accounting officer, we will post the amendment or
waiver at this location on our website.
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Introduction
This Compensation Discussion and Analysis, or “CD&A,” describes and analyzes our executive
compensation program for our Chief Executive Officer, our Chief Financial Officer and the four other officers
named in our Summary Compensation Table. We refer to these six officers throughout the CD&A and the
accompanying tables as our “named executive officers.”
Executive Summary
The Compensation Committee is responsible for developing and maintaining compensation programs for
our named executive officers. The Compensation Committee has strived to design these compensation programs
with great care, focusing first and foremost on the incentives that the programs promote. The Compensation
Committee is keenly aware of the heightened sensitivity that compensation programs have been subjected to in
recent years, particularly with regard to pay packages that could be deemed excessive. In the final analysis, the
Compensation Committee believes that our ability to recruit and retain top executive talent is essential to our
long-term success. Accordingly, the Compensation Committee believes it has successfully balanced the
sometimes competing obligations to make decisions which meet the needs of our company against various “one-
size-fits-all” legislative, regulatory and “best practice” mandates.
Our compensation program consists primarily of three elements: base salary; performance-based annual bonus
and long-term equity compensation. We believe that these three elements, when taken together, provide an optimum
mix of fixed compensation and short- and long-term incentives, and therefore serve as the most effective means of
attracting, retaining and motivating executives with the skills and experience necessary to achieve our business
goals and enhance stockholder value, while also avoiding unnecessary or excessive risk-taking.
21