XM Radio 2013 Annual Report Download - page 21

Name Age Position, Principal Occupation, Business Experience and Directorships
David M. Zaslav ...... 54 Mr.Zaslav has been a director since May 2013. Mr. Zaslav has been the
President, Chief Executive Officer and a director of Discovery Communications,
Inc., one of the largest nonfiction media companies in the world, since September
2008. Mr. Zaslav has served as President and Chief Executive Officer of
Discovery Communications, Inc. since January 2007. Mr. Zaslav served as
President, Cable & Domestic Television and New Media Distribution of NBC
Universal, Inc., a media and entertainment company, from May 2006 to
December 2006. Mr. Zaslav served as Executive Vice President of NBC and
President of NBC Cable, a division of NBC, from October 1999 to May 2006.
Mr. Zaslav was a member of the board of TiVo Inc. through 2010.
Key Attributes, Experience and Skills:
Mr. Zaslav, as the Chief Executive Officer of Discovery Communications and
through his prior work in television, has developed a deep understanding of the
media and entertainment industry. This experience, together with his general
management expertise, uniquely positions him as a valued presence on our board
of directors to assist us in evaluating programming and marketing opportunities
and further understand our diverse and growing subscriber base, including trends
in the audio entertainment industry.
The board of directors recommends a vote “FOR” the election of each of the nominees named above.
What are the responsibilities of the board of directors?
The business and affairs of our company are managed under the direction of our board of directors. Our
board oversees senior management selection and compensation, monitors overall corporate performance and
ensures the integrity of our financial controls. Our board of directors also oversees our strategic and business
planning processes.
How are nominees for the board of directors selected?
Our Nominating and Corporate Governance Committee reviews possible candidates to be directors and is
responsible for overseeing matters of corporate governance, including the evaluation of performance and
practices of the board of directors, the board’s committees, management succession plans and executive
resources. The Nominating and Corporate Governance Committee considers suggestions from many sources,
including stockholders, for possible directors. Such suggestions, together with appropriate biographical and other
information required pursuant to our By-laws, should be submitted to our Corporate Secretary, Sirius XM
Holdings Inc., 1221 Avenue of the Americas, 36th Floor, New York, New York 10020. Candidates who are
suggested by our stockholders are evaluated by the Nominating and Corporate Governance Committee in the
same manner as are other possible candidates to be directors.
During 2013, our board of directors retained Spencer Stuart, one of the world’s leading executive search
consulting firms, to assist it in the process of identifying and evaluating potential nominees to be directors.
Spencer Stuart worked with the Nominating and Corporate Governance Committee to evaluate the skills and
experience of the members of the board of directors and discuss any perceived areas where the board could be
improved by adding one or more directors with relevant expertise. Spencer Stuart conducted a search which
identified Messrs. Bates and Bodenheimer as candidates for election to the board of directors.
In its assessment of each potential candidate, including those recommended by stockholders, the
Nominating and Corporate Governance Committee takes into account all factors it considers appropriate, which
may include (a) ensuring that the board of directors, as a whole, is diverse and consists of individuals with
various and relevant career experience, relevant technical skills, industry knowledge and experience, financial
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