XM Radio 2014 Annual Report Download - page 41

to Mr. Donnelly’s continued employment through the applicable vesting period and is described
under “Outstanding Equity Awards at Fiscal Year-End 2014.”
There were no long-term equity grants to Messrs. Meyer, Greenstein, Frear or Rodriguez in
2014. Each of these executives received grants of equity awards in prior years that were intended
to cover a multi-year period.
Fiscal Year 2015 Considerations
The Compensation Committee plans to review our executive compensation program in 2015
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) of the Internal Revenue Code for our Chief
Executive Officer and the other three most highly compensated executive officers (except for our
Chief Financial Officer) and a plan that is designed to promote the achievement of our key financial
goals for 2015.
Our board of directors has approved, and recommends that stockholders approve, the Sirius
XM Holdings Inc. 2015 Long-Term Stock Incentive Plan (the “2015 Plan”) to replace the existing
Sirius XM Radio Inc. 2009 Long-Term Stock Incentive Plan (“2009 Plan”). We are seeking
stockholder approval of the 2015 Plan in order to secure adequate shares to fund expected awards
under our long-term incentive program in 2015 and beyond and in connection with the execution or
renewal of employment agreements. The board of directors believes that the proposed number of
shares available under the 2015 Plan represents a reasonable amount of potential equity dilution
and allows us to continue to award equity incentives, which are an important component of our
overall compensation program and function to link the compensation ultimately received by
participants with our long-term performance. The 2015 Plan is based on, and is substantially similar
to, the stockholder approved 2009 Plan. Please see “Item 2—Approval of the Sirius XM Holdings
Inc. 2015 Long-Term Stock Incentive Plan” for more information.
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, 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 2015, Mr. Meyer was awarded a cash bonus of $6 million in recognition of his
performance and contribution to our corporate performance in 2014, including:
•increasing our net subscriber additions by approximately 1.75 million, resulting in a total of
nearly 27.3 million subscribers, an increase of 7% as compared to 2013;
•achieving adjusted EBITDA growth of 26% to $1.47 billion;
•increasing our 2014 revenue by 10% to $4.18 billion;
•increasing free cash flow by 25% to $1.16 billion;
•overseeing $2.5 billion of stock repurchases through our buyback program;
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