XM Radio 2011 Annual Report Download - page 38

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Mr. Greenstein was awarded a bonus for his contributions during the year, including his role in the
continued enhancement of our programming, such as the expansion of our channel lineup to include new music,
sports and comedy channels, as well as the debut of SiriusXM Latino, a suite of new Latin channels featuring
programming from leading providers of Spanish-language music, sports, news, talk and entertainment; securing
and creating additional compelling and exclusive content; reducing the costs of certain programming;
streamlining and introducing efficiencies into our programming operations; the sale of advertisements on our
non-music channels; understanding and analyzing customer satisfaction levels as they relate to our programming
and content offerings; and the continuing integration of our legacy operations.
Mr. Meyer was awarded a bonus for his contributions during the year, including his role in our addition of
over 1.7 million net subscribers in 2011; analyzing, evaluating and managing our subscriber churn and new
vehicle conversion rate; reducing subscriber acquisition costs; overseeing the development of our transmission
and radio technology; introducing and marketing the first phase of our Sirius XM 2.0 functionality and products,
including the introduction of our Lynx portable radio, our most advanced radio introduced to date; building our
business in pre-owned vehicles, including establishing agreements with automakers for certified pre-owned
programs and with large independent resellers, including AutoNation; and the continuing integration of our
legacy operations.
Mr. Donnelly was awarded a bonus for his contributions during the year, including his regular on-going
contributions as our general counsel, such as the management of complex legal and regulatory issues; his role in
managing our legal expenses in face of the increasing complexity of our business; assisting in the negotiation and
execution of various agreements with programming providers and other essential third parties; and the continuing
integration of our legacy operations.
Mr. Frear was awarded a bonus for his contributions during the year, including his regular on-going
contributions as our chief financial officer and his role in managing our fixed and variable costs; overseeing our
investor relations efforts; managing our relationships with debt rating agencies and successfully improving our
debt rating; reducing our leverage ratio; overseeing our investments in Sirius XM Canada and completing the
combination of XM Canada and Sirius Canada; managing the construction of our FM-6 and XM-6 satellites; and
his efforts in the continued integration of our legacy operations, particularly in the areas of information
technology and financial planning and reporting.
Ms. Altman was awarded a bonus for her contributions during the year, including her regular on-going
contributions as our chief administrative officer and her role in managing our human resources function,
including our employee development and diversity and inclusion initiatives, and managing our facilities and
security operations; supervising the evaluation, management and consolidation of our real estate holdings,
including the review of our New York City real estate portfolio and the extension of our New York City lease
holdings; overseeing our DC-based operations; and the continuing integration of our legacy operations.
Based on the foregoing, the Compensation Committee approved the specific bonus amounts set forth in the
Summary Compensation Table for each of the above named executive officers.
Long-Term Equity Grants — 2011 Stock Option Grants
In 2011, in connection with Mr. Frear and Ms. Altman entering into extensions of their employment
agreements, we granted stock options to Mr. Frear and Ms. Altman. The specific number of options granted to
each of these named executive officers was determined by the Compensation Committee with the assistance of
our Chief Executive Officer, as further described below, and are identified in the Grants of Plan-Based Awards
Table for 2011. The stock options granted to these named executive officers in 2011 generally vest in equal
installments over four years, and are generally subject to the officer’s continued employment through the vesting
period, which enhances the retention value of the award and incentivizes the officers to create and sustain long-
term value for our stockholders. These options are expected to be Mr. Frear’s and Ms. Altman’s primary long-
term incentive compensation during the term of their employment agreements.
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