XM Radio 2013 Annual Report Download - page 31

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 our three other most
highly compensated executive officers named in our Summary Compensation Table. We refer to these five
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 a compensation program for
our named executive officers. The Compensation Committee has strived to design this compensation program
with great care, focusing first and foremost on the incentives that the program promotes. 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 a one size fits all approach.
Our executive 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 serve as the most
effective means of attracting, retaining and motivating a talented, entrepreneurial and creative team of executives
with the skills and experience necessary to achieve our business goals and enhance stockholder value, and ensure
stability in the senior management of our company while also avoiding unnecessary or excessive risk-taking. In
addition, in connection with the extension of the term of executive agreements, we have, among other things,
eliminated golden parachute excise tax gross ups and added clawback provisions.
At our annual meeting three years ago we held an advisory “say on pay” vote on the compensation of our
named executive officers. In May 2011, our stockholders overwhelmingly approved the compensation of our
named executive officers, with over 98% of the voting power casting votes in favor of our say-on-pay resolution.
The Compensation Committee considered the strong support our stockholders expressed for our pay for
performance compensation philosophy and has not made any changes to the core elements of our compensation
programs since that vote. We have included an advisory “say on pay” vote on the compensation of our named
executive officers in this proxy statement and intend to conduct such advisory vote every three years.
Accordingly, the next such vote will be held at our 2017 annual meeting of stockholders.
Fiscal Year 2013 Performance Summary
We believe that our compensation program for the named executive officers was instrumental in helping us
achieve strong financial and operating performance in 2013. In the face of increasing and intense competition for
our products, our financial results exceeded our public guidance and our internal budget and business plan. The
following highlights our financial and operating results for 2013:
• achieving adjusted EBITDA growth of 27% to $1.17 billion in 2013;
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