XM Radio 2013 Annual Report Download - page 39

Mr. Meyer’s qualifications and prior experience as our President, Operations and Sales, were well suited to our
needs, and that his compensation, including the base salary and equity components, was, taken as a whole,
appropriate under the circumstances. As part of the process, the Compensation Committee reviewed the proposed
compensation of Mr. Meyer and ratified the recommendation of the ad hoc search committee.
In February 2014, Mr. Meyer was awarded a cash bonus of $4,720,000 in recognition of his performance
and our corporate performance in 2013, including:
• increasing our net subscriber additions by approximately 1.66 million, resulting in a total of nearly
25.6 million subscribers, an increase of 7% as compared to 2012;
• achieving adjusted EBITDA growth of 27% to $1.17 billion;
• increasing our 2013 revenue by 12%;
• increasing free cash flow by 31% to $927 million;
• retiring $1.5 billion of debt;
• negotiating and consummating the acquisition of Agero, Inc.’s connected vehicle services business for
$530 million, establishing Sirius XM as one of the leading providers of telematics services;
• launching MySXM;
• continuing to expand our ability to identify and acquire subscribers in certified pre-owned and used
vehicles and managing our investment in infrastructure in this area;
• adding compelling content to our services while managing programming expenses;
• continuing to improve our customer care experience, including through further enhancements to our
Internet-based self-care functionality and Internet-based chat services;
• creating a corporate culture that fosters quality, creativity, diversity, integrity and innovation to
differentiate our content and services; and
• maintaining Sirius XM as one of the largest subscription-based media companies in the United States.
Policy with Respect to Internal Revenue Code Section 162(m)
As described above under “Fiscal Year 2014 Considerations,” in 2014 the Compensation Committee again
adopted a bonus plan 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. The Committee anticipates that this plan
will result in tax deductibility for any compensation we pay to such executive officers that exceeds $1 million in
2014. However, the Compensation Committee may from time to time approve compensation that is not
deductible under Section 162(m) if it determines that it is in our best interest to do so.
Compensation Committee Report
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with
management. Based on such review and discussion, we recommended to the board of directors that the
Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into
our annual report on Form 10-K for the year ended December 31, 2013.
Compensation Committee
C ARL E. V OGEL ,Chairman
G EORGE W. B ODENHEIMER
D AVID J.A. F LOWERS
J AMES P. H OLDEN
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