XM Radio 2014 Annual Report Download - page 29

(4) At December 31, 2014, the aggregate number of option awards outstanding for each non-
employee director was as follows: Ms. Amble—1,559,855; Mr. Bates—90,174;
Mr. Bodenheimer—90,174; Mr. Carleton—36,534; Mr. Flowers—617,618; Mr. Hartenstein—
1,605,855; Mr. Holden—415,072; Mr. Maffei—617,618; Dr. Malone—110,693; Mr. Mooney—
242,377; Mr. Vogel—247,393; Ms. Wittman—247,393; and Mr. Zaslav—110,693.
2014 Director Compensation Plan. As Chairman of the board of directors, in 2014, Mr. Maffei
received an annual cash retainer of $100,000. Mr. Hartenstein, our lead independent director,
received an annual cash retainer of $100,000. The other non-employee members of our board of
directors, other than Mr. Carleton, each received an annual cash retainer of $50,000. Each director
who served as chair of a committee of the board of directors in 2014 received an additional annual
cash retainer as follows: the Audit Committee chairwoman received $30,000; the Compensation
Committee chairman received $20,000; and the Nominating and Corporate Governance Committee
chairman received $10,000.
The members of the Special Committee formed to evaluate the Liberty Media proposal also
each received an additional cash retainer of $100,000 in 2014.
In addition, in 2014 each member, other than Mr. Carleton, received an equity-based award with
a grant date value equal to $70,000 in the form of options to purchase our common stock. The
options were granted on the business day following the 2014 annual meeting of stockholders. All
options to purchase our common stock awarded to our non-employee directors vest over a four-year
period, with 25% vesting on each anniversary of the date of grant. No options vest in a given year if,
in the prior calendar year, the director failed to attend at least 75% of the meetings of the board.
Our director compensation plan in effect during 2014 provided that any director who failed to
attend at least 75% of the meetings of the board of directors in any given year forfeited 25% of his
or her compensation that is payable in cash.
We also pay reasonable travel and accommodation expenses of directors in connection with
their participation in meetings of the board and committees thereof.
New Director Compensation Plan. In January 2015, the board of directors, upon the
recommendation of the Compensation Committee, amended the director compensation policy.
Those amendments to the director compensation policy will be effective on the date of this year’s
annual meeting of stockholders and will apply to director compensation earned with respect to
2015.
Pursuant to amended compensation policy, each non-employee member of our board of
directors will receive an annual cash retainer of $100,000. The Audit Committee chair will continue
to receive an additional $30,000 cash retainer; the Compensation Committee chair will continue to
receive an additional $20,000 cash retainer; and the Nominating and Corporate Governance
Committee chair will continue to receive an additional $10,000 cash retainer. The chairman of the
board of directors and our lead independent director will also each receive an additional annual
cash retainer of $50,000, which amount has been reduced from $100,000.
In addition, each member will receive an equity-based award with a grant date value equal to
$75,000 in the form of options to purchase our common stock. The options will be granted annually
on the business day following that year’s annual meeting of stockholders. All options to purchase
our common stock awarded to our non-employee directors will vest over a four-year period, with
25% vesting on each anniversary of the date of grant. Each member will also receive shares of our
common stock with a grant date value of $25,000 annually on the business day following that
year’s annual meeting of stockholders. These shares of common stock will have no vesting terms.
The new compensation policy does not contain a forfeiture mechanism in the event a director
fails to attend 75% or more of the meetings of the board or one of the committees he or she
serves on. Attendance matters are referred to the Nominating and Corporate Governance
Committee, which reviews each director’s participation and contribution to the board at least
annually.
We will also continue to pay reasonable travel and accommodation expenses of directors in
connection with their participation in meetings of the board and committees thereof.
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