XM Radio 2014 Annual Report Download - page 42

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•managing the integration of our connected vehicle services business and establishing Sirius
XM as a leading provider of telematics services;
•managing our significant investments in research and development;
•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 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 2015 Considerations,” in 2015 the Compensation
Committee again adopted a bonus plan 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. The Committee anticipates
that this plan will result in tax deductibility for any compensation we pay to such executive officers
that exceeds $1 million with respect to 2015. However, the Compensation Committee may from
time to time approve compensation that is not deductible under Section 162(m) of the Internal
Revenue Code 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, the Compensation Committee
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
fiscal year ended December 31, 2014.
Compensation Committee
CARL E. VOGEL,Chairman
GEORGE W. BODENHEIMER
MARK D. CARLETON
JAMES P. HOLDEN
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