XM Radio 2013 Annual Report Download - page 25

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.
Compensation Committee Interlocks and Insider Participation
Mr. Bodenheimer, Mr. Flowers, Mr. Holden, and Mr. Vogel were the members of the Compensation Committee
during 2013. None of the members of the Compensation Committee is or has been an executive officer of our
company, and no director who served on the Compensation Committee during 2013 had any relationships requiring
disclosure by us under the SEC’s rules requiring disclosure of certain relationships and related-party transactions. None
of our executive officers served as a director or a member of a compensation committee (or other committee serving an
equivalent function) of any other entity, the executive officers of which served as a director of our company or as a
member of the Compensation Committee during 2013.
Director Compensation Table for 2013
The following table provides compensation information for the year ended December 31, 2013 for each of our
non-employee directors. Directors who are employees do not receive compensation for their services as directors.
Name
Fee Earned or
Paid in Cash
($)
Stock
Awards(1)
($)
Option
Awards(2)(3)
($)
Non-Equity
Incentive Plan
Compensation
($)
Change in
Pension Value of
Non-Qualified
Deferred
Compensation
Earnings
($)
All Other
Compensation
($)
Total
($)
Joan L. Amble .............. 80,000 — 70,000 — — — 150,000
Anthony J. Bates(4) .......... 12,500 — 46,666 — — — 59,166
George W. Bodenheimer(4) . . . 12,500 — 46,666 — — — 59,166
David J.A. Flowers .......... 50,000 — 70,000 — — — 120,000
Eddy W. Hartenstein ......... 100,000 — 70,000 — — — 170,000
James P. Holden ............ 50,000 — 70,000 — — — 120,000
Gregory B. Maffei ........... 100,000 — 70,000 — — — 170,000
Evan D. Malone(5) .......... 25,000 — 70,000 — — — 95,000
James F. Mooney ........... 60,000 — 70,000 — — — 130,000
Carl E. Vogel ............... 70,000 — 70,000 — — — 140,000
Vanessa A. Wittman ......... 50,000 — 70,000 — — — 120,000
David M. Zaslav(5) .......... 25,000 — 70,000 — — — 95,000
(1) Non-employee directors were not awarded restricted stock units in 2013. At December 31, 2013, the aggregate
number of unvested restricted stock units outstanding for Mr. Holden was 143,235 and for Mr. Mooney was
93,748. No other non-employee director holds any unvested restricted stock units. Messrs. Holden and Mooney
acquired the restricted stock units as part of our former director compensation program. These restricted stock
units will vest on the first anniversary of the date that Mr. Holden and Mr. Mooney cease to be directors.
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