XM Radio 2014 Annual Report Download - page 13

ITEM 1—ELECTION OF DIRECTORS
Thirteen director nominees are standing for election at the annual meeting. The Nominating and
Corporate Governance Committee of our board of directors has nominated the director nominees
listed below after consideration of each individual’s qualifications, contributions to the company and
other reasons discussed in this proxy statement.
The Nominating and Corporate Governance Committee believes that a well-functioning board
includes a diverse group of individuals who bring a variety of complementary skills and experiences.
Although our board of directors does not have a formal policy with regard to the consideration of
diversity in identifying director candidates, diversity is one of the factors that the Nominating and
Corporate Governance Committee may, pursuant to its charter, take into account in identifying
director candidates. The Nominating and Corporate Governance Committee generally considers
each nominee in the broad context of the overall composition of our board of directors with a view
toward constituting a board that, as a group, possesses the appropriate mix of skills and experience
to oversee our business. The experience, qualifications, attributes, or skills that led the Nominating
and Corporate Governance Committee to conclude that our nominees should serve on the board of
directors are generally described in the biographical information below.
Set forth below are the nominees to be elected to serve until the 2016 annual meeting of
stockholders or until their respective successors have been duly elected and qualified.
To be elected as a director, each nominee must receive a plurality of the votes cast by the
holders of our common stock.
Should any nominee become unable or unwilling to accept election, the proxy holders may vote
the proxies for the election, in his or her stead, of any other person our board of directors may
nominate or designate. Each nominee has consented to serve as a director if elected.
Biographical information about this year’s nominees:
Name Age Position, Principal Occupation, Business Experience and Directorships
Joan L. Amble. . . . . . . . . . . . . 61 Ms. Amble has been a director since July 2008. From December
2006 until the closing of our merger with XM Satellite Radio
Holdings Inc. (“XM”) in July 2008, Ms. Amble served as a
director of XM. From May 2011 to December 2011, Ms. Amble
was the Executive Vice President, Finance, of the American
Express Company and also served as its Executive Vice
President and Corporate Comptroller from December 2003 until
May 2011. Prior to joining American Express, Ms. Amble served
as Chief Operating Officer and Chief Financial Officer of GE
Capital Markets, a service business within GE Capital Services,
Inc., overseeing securitizations, debt placement and syndication,
as well as structured equity transactions. From 1994 to March
2003, Ms. Amble served as Vice President and Controller of GE
Capital. Ms. Amble serves as a member of the board of
directors of Booz Allen Hamilton Holding Corporation, Brown-
Forman Corporation and Zurich Insurance Group. Ms. Amble
also served as a director at Broadcom Corporation during the
last five years.
Key Attributes, Experience and Skills:
Ms. Amble has extensive experience in financial reporting,
including experience with the rules and regulations of the SEC,
based, in part, on her experience at Ernst & Young, the
Financial Accounting Standards Board, the General Electric
Company and American Express. Ms. Amble also has
experience in the areas of financial controls; Sarbanes-Oxley Act
compliance; operations; risk management; six sigma quality; and
corporate governance.
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