XM Radio 2013 Annual Report Download - page 38

investment in Sirius XM Canada; managing the construction and launch of our FM-6 satellite; and his efforts in
the continued integration of our legacy operations, particularly in the area of information technology.
Mr. Rodriguez was awarded a bonus for his contributions during the year, including his role in integrating
and managing our newly acquired connected vehicle services business; reducing subscriber acquisition costs;
overseeing the development of our transmission and radio technology; and launching MySXM, an innovative
personalization feature.
Based on the foregoing, the Compensation Committee approved the specific bonus amounts set forth in the
Summary Compensation Table under the “Bonus” column for each of the above named executive officers.
Long-Term Equity Grants for 2013
In 2013, in connection with Messrs. Meyer, Greenstein, Rodriguez and Cook entering new employment
agreements, we granted stock options and RSUs to each of them. The specific number of options and RSUs
granted was determined by the Compensation Committee with the assistance of our Chief Executive Officer
(other than in the case of any equity awards to himself), and are identified in the Grants of Plan-Based Awards in
2013 table and also discussed below under “Potential Payments or Benefits Upon Termination or Change-in-
Control — Employment Agreements.” The stock options and RSUs are generally subject to the named executive
officers’ 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 awards are expected to
be the officers’ primary long-term incentive compensation over a multi-year period.
There were no long-term equity grants to Mr. Frear in 2013.
Fiscal Year 2014 Considerations
The Compensation Committee expects to review our executive compensation program in 2014 with a view
to ensuring that it continues to provide the correct incentives and is properly sized given the scope and
complexity of our business and the competition we face. The Compensation Committee may employ the same
process, or may adopt a modified or wholly different process, in making future bonus decisions.
The Compensation Committee has again adopted a bonus program which is intended to comply with
Section 162(m) for our Chief Executive Officer and the other named executive officers (except for our Chief
Financial Officer) under the Plan that is designed to promote the achievement of our key financial goals for 2014.
This bonus program provides for a bonus pool which is based on a percentage of EBITDA. No bonus amount is
payable under such program if we do not achieve a specified level of EBITDA.
The Compensation Committee expects that our executive compensation program will continue to respond to
changes in economic conditions and our business with flexibility, as needed, to advance our objectives of
motivating, attracting and retaining highly qualified executives with the skills and experience necessary to
achieve our key business objectives and increase stockholder value.
Related Policies and Considerations
Compensation of our Chief Executive Officer
The material terms of Mr. Meyer’s employment agreement are described below under “Potential Payments
or Benefits Upon Termination or Change-in-Control — Employment Agreements — James E. Meyer.”
The terms of Mr. Meyer’s employment were established by negotiations between Mr. Meyer and the
Chairman of our board of directors in consultation with the other members of the ad hoc committee created to
direct the chief executive officer search. This ad hoc search committee concluded that, in its business judgment,
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