XM Radio 2014 Annual Report Download - page 34

the composition and functions of our board of directors, director independence, management
succession and review, committee assignments and selection of new members of our board of
directors.
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 this 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, incentivize 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
connection with extending the terms of our executive agreements, we have, among other things,
eliminated golden parachute excise tax gross ups and added clawback provisions.
At our annual meeting last year we held an advisory “say on pay” vote on the compensation of
our named executive officers. In May 2014, our stockholders overwhelmingly approved the
compensation of our named executive officers, with over 84% of our common stock 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 intend to
conduct such advisory vote every three years. Accordingly, the next such vote will be held at our
2017 annual meeting of stockholders.
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