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”.officers.”

Executive Summary

The Compensation Committee is responsible for developing and maintaining a compensation program for our senior management, including our named executive officers. Our executive compensation program plays a key role in our operating and financial success. The Compensation Committee has strived to design thisour compensation program with great care, focusing first and foremost on the incentivesbehaviors and performance that the program promotes.incentivizes. The Compensation Committee focuses on creating compensation programs that are competitive in the marketplace and designed to retain talent over the longer term, while holding executives accountable to the Company’s strategy and values. The Compensation Committee believes that our ability to incentivizeattract and retain topincentivize executive talent is essential to our long-term success, particularly in light of the challenging competitive, regulatory and technological environments in which we operate.

The Compensation Committee continues to believe that it is important to remain flexible in terms of senior management compensation and that the interests of the Company and its stockholders is best served by regular evaluations of all aspects of our compensation structure and individually tailored compensation arrangements. Such regular evaluations ensure that our compensation programs do not include inadvertent incentives for our named executive officers to take inappropriate business risks by making decisions that may be in their interests but not in the best interests of our stockholders. Accordingly, the Compensation Committee discusses and evaluates our compensation program regularly, particularly the equity-based components of our compensation program, and may modify its practices, including with respect to the mix of securities that are included in our compensation program, to respond to market practices and other events and best serve the interests of our stockholders.

In 2017, the Compensation Committee did not engage an independent consulting firm to assist it in evaluating our compensation practices. In 2016, the Compensation Committee engaged Frederick W. Cook & Co., Inc., an independent consulting firm specializing in executive compensation and related corporate governance matters, to assess our equity-based compensation practices for our senior management. The Compensation Committee reviewed the independence of Frederick W. Cook & Co., Inc. and concluded that the firm was independent and that its work for the Compensation Committee would not raise any conflicts of interest. The Compensation Committee spent several months working with representatives of Frederick W. Cook & Co. Inc. comparing our equity-based compensation structure to other similarly situated companies with a view to improving and strengthening our program. As part of this process, Frederick W. Cook & Co. Inc. analyzed our long-term incentive programs, interviewed members of the board of directors and management as to our strategic and financial objectives and the implication for compensation programs, and performed a competitive analysis of long-term incentive plan designs among other companies selected by us and Frederick W. Cook & Co. Inc. As a result of this process, in 2016, the Compensation Committee modified our senior management compensation plan to reduce the reliance on stock options and add performance-based restricted stock units (“PRSUs”) with vesting tied directly to free cash flow performance targets established by the Compensation Committee. In 2017, equity-based compensation for our senior management is anticipated to generally follow the guidelines established by the Compensation Committee in late 2016: 25% stock options; 25% restricted stock units (“RSUs”), which will vest in installments over time; and 50% PRSUs, which will cliff vest if the performance targets established by the Compensation Committee are achieved.

The Compensation Committee continues to believe that it is important to remain flexible in terms of senior management compensation to constantly evaluate the market for executive compensation and that the interests of the Company and its stockholders is best served by regular evaluations of all aspects of our compensation structure and individually tailored compensation arrangements. Accordingly, the Compensation Committee intends to discuss and evaluate our compensation program regularly, particularly the equity-based components of our compensation program, and may modify its practices, including with respect to the mix of securities, to respond to market practices and other events and best serve the interests of our stockholders.

The Compensation Committee concluded its work with Frederick W. Cook & Co., Inc. in the fourth quarter of 2016. This Compensation Discussion and Analysis, or “CD&A,” describes and analyzes our executive compensation program both before and after the compensation changes implemented in the fourth quarter. Specifically, the employment agreement and related compensation arrangements entered into with Mr. Donnelly reflect the Compensation Committee’s

29

new long-term incentive compensation philosophy, which we believe more closely aligns executive pay with our performance.

Do’s and Do Not’s of Executive Compensation

What We Do	ü	ü		Introduced PRSUs into our long-term incentive program for ourWhere appropriate, grant performance-based restricted stock units to ensure that a majority of executive officers pay is tied to performance
	ü	ü		Include clawback provisions in our executive employment agreements
	ü	ü		Provide reasonable post-employment and change in control protections as retention tools
	ü	ü		Include a “double-trigger” change in control provisionsprovision in our Sirius XM Holdings Inc. 2015 Long TermLong-Term Stock Incentive Plan (the “2015 Plan”)
What We Don’t Do	û	û		NoInclude golden parachute excise tax gross-ups in employment agreements
	û	û		No repricing ofReprice underwater stock options
	û	û Provide excessive perquisites
	No excessive perquisites û
Offer defined benefit pension plans or supplemental executive retirement plans

Result of 20142017 Say-on-Pay Vote

At our annual meeting of stockholders in 20142017 we held an advisory “say on pay” vote on the compensation of our named executive officers. Our stockholders overwhelmingly approved the compensation of our named executive officers, with over 84%almost 94% of our common stock that voted casting votes in favor of our say-on-paysay on pay resolution. The Compensation Committee considered the strong support of our stockholders expressed for our overall compensation programs and philosophy and other thandetermined that our programs continue to provide a competitive pay-for-performance package that effectively aligns the introductioninterests of PRSUs in 2016,our named executive officers with those of our stockholders. Accordingly, the Compensation Committee has not made any significant changes to the core elements of our compensation programs sinceas a result of that vote. We intend to conduct such advisory vote every three years, but will consider the results of the advisory “say when on frequency” vote being held at this year’s

At our annual meeting of stockholders in determining2017 we also held a vote on the frequency with which we will conduct our future advisory say on pay votes. The nextOver 92% of our common stock that voted cast votes in favor of holding such votes every three years. As a result, the board adopted a policy of holding say on pay votes every three years, and the next such vote will be held at this year’sour 2020 annual meeting of stockholders.

Fiscal Year 20162017 Business Highlights

We believe that ourthe compensation program for our senior management, including our named executive officers, was instrumentalan important tool in helping us deliver strong financial performance, strengthen our business and create value for our stockholders in 2016.2017. We believe the compensation program for senior management is directly aligned with the interests of stockholders. In the face of operatingOperating in an intensively competitive, and rapidly changing business and technological environment, our financial results exceeded our public guidance and our budget and business plan.guidance. Further, we believe that we remain

30

---

30

well positioned to capitalize on opportunities and successfully address future business challenges. The following description highlights our successful financial and operating results for 2016:2017:

Added approximately 1.751.56 million net new subscribers, resulting in a total of approximately 31.332.7 million subscribers at year end, an increase of approximately 6%4% as compared to 2015;2016

Expanded our channel lineup to includeLaunched new music, sports and talk channels, such as Foxa Beatles channel and a Barstool Sports Radiochannel, and Volume,entered into agreements with the first ever talk radioACC, SEC, Pac-12 and ESPN to create new college sports channels that will enhance our college sports programming, as well as entered into an agreement with Kevin Hart to create a new comedy channel, dedicated to music, and exclusive channels with Garth Brooks and Kenny Chesney, and renewed our agreements with Joel Osteen, Chris “Mad Dog” RussoNASCAR and LearfieldJoe Madison, and IMG, which increasedhosted performances by Taylor Swift, the number of college footballEagles, Duran Duran and basketball games availableGuns N’ Roses for our subscribers

Introduced our new 360L platform that presents an adaptable user interface to our subscribers; and

Entered into a new five-year agreement with Hondasubscribers, allowing easier access to continue providing connected vehicle services for their vehicles,on demand content, more personalized programming and an arrangement with Sears to provide trial subscriptions to anyone who services their vehicle at one of their more than 600 auto centers.improved display

	(1)		In this CD&A, we use certain financial performance measures that are not calculated and presented in accordance with generally accepted accounting principles in the United States of America (“Non-GAAP”). These Non-GAAP financial measures include adjusted EBITDA and free cash flow. We use these Non-GAAP financial measures and other performance metrics to manage our business, set operational goals and, in certain cases, as a basis for determining compensation for our employees. Please refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Financial and Operating Metrics—Glossary” section in our annual report for the fiscal year ended December 31, 20162017 which accompanies this proxy statement for a discussion of such Non-GAAP financial measures, reconciliations to the most directly comparable GAAP measure and a discussion of these other performance metrics.

31

31

---

Primary Objectives of our Compensation Programs

	What our Executive Compensation Program Primarily Consists of and What it Aims to Achieve:	●	•		Consists primarily of three elements: (1)base salary;(2)performance-based discretionary annual bonus;and (3)long-term equity compensation.
What it Aims to Achieve: ●		•		Provides a mix of fixed compensation and short- and long-term incentives.
●		•		Serves as an effective means of attracting, retaining, rewarding, 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.

Program Objectives

We strive to motivate, reward and retain highly qualified executives with the skills and experience necessary to provide leadership for our success. We provide compensation that is largely “at risk” and competitive with the various markets and industries in which we compete for talent. We also endeavor to develop executive compensation programs that are consistent with, explicitly linked to, and support our strategic objectives—growing our business while enhancing stockholder value.

We achieve these objectives through three primary compensation elements:

	• ●		a base salary;

	• ●		a performance-based discretionary annual bonus that constitutes the short-term incentive element of our program; and

	• ●		equity-basedtime and performance-based equity awards that constitute the long-term incentive element of our program.

The value of equity-based compensationawards represents a significant portion of our executives’ compensation, which is linked to the creation of long-term of stockholder value.

	Competitive Compensation Levels	●	•		The Compensation Committee believes that an executive compensation program comprised principally of the above-described three elements is consistent with programs adopted by companies with which we compete for executive talent.
●		•		The program is structured to meet the requirements of the intensely competitive and rapidly changing environment in which we operate, while ensuring that we maintain continuity in our senior management. operate.
●		•		The program ensures that executive officers are compensated in a manner that advances both the short- and long-term interests of our stockholders while not encouraging excessive risk-taking.
	Compensation Mix	●	•		A significant proportion of the compensation for our named executive officers is performance-based and “at risk"risk”—namely, the annual bonus and equity-based awards.
	●		•		We believe this pay mix motivates the named executive officers to deliver strong results and to achieve goals and objectives that support our business plan and align our executives’ interests with those of our stockholders. plan.
●		•		Compensation in the form of, or based on the value of, our common stock incentivizes executives to enhance stockholder value.

For 2016,2017, approximately 89%90% of our Chief Executive Officer’s direct compensation (defined as base salary, annual bonus and long-term incentive awards), and approximately 83% of the direct

32

---

compensation for our other named executives officers, was “at risk,” as illustrated below. Long-term Incentive

32

incentive compensation includes a pro rata portion of the equity compensation from 20162017 and prior years that vests or compensates the employee during 2016.2017.

How We Determine Executive Compensation

Processes and Compensation Decisions

The Compensation Committee does not attempt to set compensation levels (including the base salary, bonus and long-term incentive award elements)awards) for our senior management within a particular range related to levels established by reference to any specific peer group. The Compensation Committee does, however, monitor “best practices” and emerging trends in executive compensation, relies on the general business and industry knowledge and experience of its members, and uses informal market comparisons for specific positions as one of many factors in making compensation decisions. From time to time, the Compensation Committee also finds it useful to look at compensation levels at other companies controlled by Liberty Media in evaluating whether our compensation program as a whole, or individual compensation arrangements, are reasonable and within a competitive range. The Compensation Committee believes that it should retain discretion to adjust the compensation of a named executive officer from time to time to reward extraordinary performance, to reflect the assumption of additional responsibilities, the occurrence of unanticipated circumstances, and upon the negotiation of new employment agreements or the renewal of employment agreements. Any compensation or equity awards provided to the named executive officers are subject to clawback as may be required pursuant to any law or regulation.

In determining compensation element levels, including the size and potential award opportunity of equity-based awards, if any, for each named executive officer (other than the Chief Executive Officer), the Compensation Committee also consults with and considers the recommendations and input of Mr. Meyer, our Chief Executive Officer.

In making decisions with respect to a named executive officer’s compensation, the Compensation Committee considers the officer’s level of responsibility, experience and contributions

33

---

internal pay equity and the size and mix of each element that forms the total compensation that may be awarded to the officer, including salary, bonus, long-term incentives, perquisites and other benefits. In addition, the Compensation Committee considers the other benefits to which the officer is entitled under the officer’s employment agreement, including compensation payable upon termination of employment. (Each named executive officer is employed pursuant to agreements described under “Potential Payments uponor Benefits Upon Termination or Change in Control—Employment Agreements” below.)

Each Element of Our Executive Compensation Program and How it Works

Our practices with respect to the key compensation elements (base salary, annual bonus, and long-term incentives), as well as other elements of compensation, are described below, followed by

33

a discussion of the specific factors considered in determining the levels of these compensation elements for the named executive officers for 2016.2017.

Base Salary

Base salaries for the named executive officers are determined consistent with the terms of their respective employment agreements. An executive’s base salary may be increased as part of the Compensation Committee’s annual review of executive base salaries or at other times if the Compensation Committee determines that an adjustment is warranted to more appropriately compensate an executive. The base salaries set forth in the employment agreements and any increases over these amounts are determined by the Compensation Committee based on a variety of factors, including:

Factors Affecting Base Salary Considerations	●
			•		The nature and responsibility of the executive’s position and, to the extent available and deemed relevant, salary trends for persons in similar positions at comparable companies
	●
	Factors Affecting Base Salary Considerations		•		The expertise, demonstrated leadership, scope of responsibilities and management abilityjob performance of the individual executive
●
		•		The executive’s total compensation, including other cash bonus awards and equity-based awards
●
		•		The competitiveness of the market for the executive’s services
●	The desire to maintain internal pay equity among our executives with respect to base salaries

 

The Compensation Committee also considers the recommendations of our Chief Executive Officer (except as to his own compensation). The Compensation Committee believes that a competitive base salary is an important component of compensation by providing financial stability for the named executive officers. In setting base salaries, the Compensation Committee also believes that the amount of base salary should be a relatively smaller portion of each named executive officer’s overall compensation package as compared to the executive’s bonus and equity compensation, thereby aligning the interests of our executives more closely with those of our stockholders.

34

34

---

Annual Incentives

	●	•		Annual bonuses are discretionary. In considering bonuses, the Compensation Committee takes into consideration all factors relevant to the Company’s and the executive’s performance, including numerous financial and operating metrics, without being limited by a purely formulaic approach
Annual Incentives – Annual Bonus	●	•		The Compensation Committee has historically awarded annual bonuses in cash, but may award bonuses in cash, restricted stock, RSUs, PRSUs, stock options or a combination thereof
	●	•		None of our named executive officers are entitled to a guaranteed or minimum annual bonus
	●	•		Annual bonuses approved by the Compensation Committee for 20162017 were intended to achieve two principal objectives:(1) link compensation with corporate performance; and (2) reward our named executive officers based on individual performance and contributions to our success.success

 

To guide the Compensation Committee in determining annual bonus amounts for the named executive officers, in 2016,2017 the Compensation Committee measured our performance using various criteria, such as increases in subscribers, revenue, and adjusted EBITDA and free cash flow,as contained in our annual business plan and budget, and which we publicly report. These measures were used by the Compensation Committee as one set of factors, along with other financial and operational metrics that the Compensation Committee deemed relevant, in evaluating annual bonus awards for the named executive officers. Bonuses are determined based on these corporate performance measures and are based on a discretionary individual performance evaluation. A more detailed description of the methodologies used by the Compensation Committee to determine the annual bonuses, and the amount of the bonuses to our named executive officers, is discussed below under the heading “Fiscal Year 20162017 Pay Results—Payment of Performance-Based Discretionary Annual Bonuses for 2016”2017” and are reflected in the “Bonus” column of the 20162017 Summary Compensation Table.

Long-term Incentive Compensation

The Compensation Committee determines the level of long-term incentive compensation in conjunction with its review and approval of the total compensation to be provided to named executive officers and the objectives of our overall executive compensation program. The Compensation Committee’s current policy is generally to determine if any equity awards should be granted to the named executive officers as part of its annual review of executive compensation, with grants, if any, taking place following the release of quarterly or annual earnings. The Compensation Committee may also grant an equity award at the time of the renewal or renegotiation of an executive’s employment agreement.

Why Long-Term Incentives Are a Key Aspect of Our Executive Compensation Program

Long-term incentive awards have historically represented a significant portion of our named executive officers’ total compensation opportunity. These awards are delivered through equity-based compensation that vest over a multi-year period to provide the named executive officers with a continuing stake in our success, align their interests with thatthose of our stockholders, inspire dynamic leadership, reward actions that create sustainable increases in stockholder value, and support our talent retention objectives through extended vesting requirements and forfeiture provisions. In 2016, we introduced PRSUs to the long-term incentive program for our senior management.

35

In past years, ourOur long-term equity grants consistedgenerally consist of stock options, RSUs and RSUs.PRSUs. In determining the mix between stock options, RSUs and PRSUs, the Compensation Committee considers the number of shares required for each of these types of awards to deliver the appropriate value to executives. The grants in 2017 generally followed the guidelines established by the Compensation Committee in 2016: 25% stock options; 25% RSUs, which will vest in installments over time; and 50% PRSUs, which will cliff vest after a multi-year performance period if the performance targets established by the Compensation Committee are achieved. The specific value of the options, RSUs and RSUsPRUSs granted was determined by the Compensation Committee, and other than with respect to the grants made to Mr. Meyer, with the assistance of our Chief Executive

35

---

Officer. In 2016, we introducedThe PRSUs to the long-term incentive program for our senior management. PRSUsgranted thus far are earned subject to achievement of a two-year, cumulative free cash flow target established by the Compensation Committee, measured over a two-year performance period. The Compensation Committee views free cash flow as a critical operating metric for us that is more effectively measured over thea multi-year performance period of the PRSUs.period. The settlement of PRSUs earned in respect of athe applicable two-year performance period is generally subject to the grantee’s continued employment with us for an additional vesting period following the end of the applicable performance period. We believe this feature serves as aan effective retention tool.

36

A summary of the terms applicable to grants of stock options, RSUs and PRSUs is set forth below:

Stock Options		RSUs		PRSUs
Stock options have anexercise price equal to the fair marketfairmarket value of our common stockcommonstock on the date of grant, and thereforeandtherefore reward the executivestheexecutives only if the price of ourofour stock increases after the datethedate of grant
Generally vest over a period of three or four years in equal annual installments
Generally vest in installments subject to the executive’s continued employment, incentivizing executives to remain with the Company and sustain increases in stockholder value over extended periods of time

Restricted Stock Units
RSUs provide a morepredictable retention device and alignsdeviceand align executive interests withinterestswith stockholders, particularly inparticularlyin volatile equity markets. The value ultimately received by ourbyour executive officers as a resultaresult of the settlement of RSUstheRSUs is directly tied to our stockourstock price on the date ofsettlement		PRSUs establish a clearconnection between thecompensation of settlementourexecutives and theachievement of performancegoals that are important forlong-term value creation
Generally vest over a period ofthree or four years in equalannual installments and have aten-year term
	Vest on varying schedules.Some awards vest over a periodaperiod of three or four years in equal annualinequal installments, and other awards cliffotherscliff vest of predetermined datesat predetermineddates
Generally cliff vest three yearsfrom grant date, subject toachievement of specifiedperformance criteria measuredover the applicableperformance period
Vesting is subject to theexecutive’s continued employment, incentivizing executivescontinuedemployment, incentivizingexecutives to remain with the CompanytheCompany and sustain increasessustainincreases in stockholder value overvalueover extended periods of time

Performance-Based Restricted Stock Units

PRSUs reflect our compensation philosophy by establishing a clear connection between the compensation of our executives and the achievement of performance goals that are important for long-term value creation

Generally vest three years from grant date, subject to achievementtheexecutive’s continuedemployment, incentivizingexecutives to remain with theCompany and sustainincreases in stockholder valueover extended periods of specified performance measures in the applicable performance periodtime

In order for PRSUs to vest,our free cash flow must meet ormeetor exceed 80% of thetheperformance target during themulti-year performance target. 100%period.100% of the PRSUs granted willgrantedwill vest upon achievement of 100%of100% or more of the performancetheperformance target. The PRSUsThePRSUs will vest, on an interpolatedaninterpolated basis, in respect ofrespectof achievement between 80%and 100% of the performance target.performancetarget. PRSUs, to the extent earnedextentearned following theperformance period, becomenon-forfeitable, subject to theexecutive’s continuousemployment through anadditional vesting period. TheCompensation Committeeretains the discretion tomodify performance targetsduring the performance period, become nonforfeitable, subject to the executive’s continuous employment through an additional vesting period. The Compensation Committee retains the discretion to modify performance targets andperiodand the vesting schedule of PRSUsofPRSUs

37

36

---

Fiscal Year 2017 Pay Results

 

Fiscal Year 2016 Pay Results

20162017 Base Salary Decisions

During 2016,2017, in connection with the extensionpromotion of their employment agreements, as described below,Ms. Jennifer Witz to Executive Vice President, Chief Marketing Officer, the Compensation Committee approved increasesincreased her base salary from $475,000 to the base salaries of Mr. Greenstein from $1,250,000$650,000 and, in December 2017, increased it to $1,500,000 in May 2016 and Mr. Donnelly from $725,000 to $875,000 in November 2016. These increases$750,000.

In 2017, there were negotiated with Messrs. Greenstein and Donnelly as part of their employment agreements. None of our other named executive officers receivedno base salary increases in 2016.for Messrs. Meyer, Greenstein, Frear or Cook.

Payment of Performance-Based Discretionary Annual Bonuses for 20162017

In 2016,January 2017, the Compensation Committee again adopted, under the Sirius XM Holdings Inc. 2015 Long-Term Stock Incentive Plan, a bonus program designed to qualify as “performance-based compensation” within the meaning of the then applicable Section 162(m) of the Internal Revenue Code (the “NEO Plan”). Pursuant to the NEO Plan, a pool for annual bonuses was established for our Chief Executive Officer and the other named executive officers, other than our Chief Financial Officer, consisting of 2.75% of our EBITDA for 2016.2017. For purposes of the NEO Plan, EBITDA means earnings before interest, taxes, depreciation and amortization, calculated in accordance with generally accepted accounting principles, without giving effect to any adjustments for stock-based compensation or other recurring non-operating items, but subject to adjustment for extraordinary and non-recurring events. No amounts could be paid under the NEO Plan unless a threshold amount of EBITDA of $1,450$1,750 million was achieved. The maximum bonus that a named executive officer could receive under the NEO Plan was limited to a percentage of the pool (which percentages were not changed during the performance year) and could not exceed the cash equivalent of 75 million shares of our common stock (based on the closing price of our common stock as of the last trading day of 2016)2017). For 2016,2017, our Chief Executive Officer was eligible to receive a maximum of 30% of the pool, and the other named executive officers (other than our Chief Financial Officer) were each eligible to receive a maximum of 10% of the pool. Although the overall pool for 20162017 was fully funded as a result of the EBITDA threshold being achieved, the Compensation Committee exercised its negative discretion and determined the aggregate bonus amounts payable to be approximately 27%24% of such pool. The NEO Plan was established solely established to permit the deductibility of bonusescompensation paid to our named executive officers. The results of the NEO Plan was a material consideration in the Compensation Committee’s award of bonuses to named executive officers in 2016.

In 2017, the Compensation Committee met to consider bonuses for our named executive officersconnection with bonus awards with respect to 2016 and whether to award bonuses for other employees. The2017, the Compensation Committee carefully reviewed our performance against key metrics in our budget and business plan, including our efforts to increase subscribers, revenue, and adjusted EBITDA and free cash flow.

EBITDA. Following its review of our 20162017 performance, the Compensation Committee:

	• ●		approved a cash pool for annual bonuses to be divided among our employees, other than our senior management, which includes our named executive officers; officers and senior management;

	• ●		reviewed the NEO Plan pool and exercised negative discretion, approving the individual annual bonus amounts awarded to each of the named executive officers under the NEO Plan;

	• ●		reviewed and approved the payment to our Chief Financial Officer whose bonus amount pursuant to Section 162(m) of the Internal Revenue Code, iswas not included in the NEO Plan; and

	• ●		reviewed and approved the payments to other members of our senior management who are not included as named executive officers in this proxy statement.

The actual amount of the bonus paid to each named executive officer was based on a combination of factors, including our 20162017 corporate performance, their individual contributions and

37

---

performance in their areas of responsibility and, with respect to all named executive officers other than himself, recommendations made by our Chief Executive Officer. Bonuses were not awarded or based upon pre-established performance measures that were communicated to the named executive officers in advance. Various specific factors taken into consideration in determining the bonus amounts for the named executive officers are set forth below. The bonus amount for Mr. Meyerour Chief Executive Officer is discussed below under the heading “2016“2017 Compensation Snapshot: Compensation of Our Chief Executive Officer.”

38

Mr. Greenstein was awarded a bonus for his contributions during the year, including:

	• ●		his dailycontinuing creative contributions to our programming;

	• ●		the continued enhancement ofcontinuing to enhance our programming, including the expansion of our channel lineup to includelaunching new music, sports and talk channels, such as Foxa Beatles channel and a Barstool Sports Radiochannel, and Volume,entering into agreements with the first ever talk radioACC, SEC, Pac-12 and ESPN to create new college sports channels, as well as entering into an agreement with Kevin Hart to create a new comedy channel, dedicated to music,renewing our agreements with NASCAR and exclusive channels with Garth BrooksJoe Madison, and Kenny Chesney; hosting performances by Taylor Swift, the Eagles, Duran Duran and Guns N’ Roses for our subscribers;

	• ●		streamlining and introducing efficiencies, including cost controls, into our programming operations; and
	•
	●	managing and growing to record levels our advertising sales; and

●

understanding and analyzing customer satisfaction levels as they relate to our programming and content offerings.

Mr. Frear was awarded a bonus for his contributions during the year, including:

	• ●		hismaking regular on-going contributions as our Chief Financial Officer, andincluding his role in managing our fixed and variable costs;

	• ●		implementing our first quarterly dividend in the amount of $.01 per share;
	•		managing effectively and efficiently our stock buyback program, which increased during the year from $8$10 billion to $10$12 billion;

●

assisting in completing our $480 million investment in Pandora Media, Inc.;

• ●

assisting in our acquisition of Automatic Labs Inc., a San Francisco-based provider of connected vehicle services;

●

supervising our satellite procurement efforts;

	• ●		overseeing the proposed reorganizationrecapitalization of Sirius XM Canada, a transaction that will increaseincreased our voting sharesinterest to 33% and enhanceenhanced our economic interest from 37% to 70%; and

	• ●		his efforts in the continued development ofcontinuing to develop and manage our information technology systems.

Mr. CadyCook was awarded a bonus for his contributions during the year, including:

●

working with automakers to adopt a higher penetration rate of Sirius XM, including our new 360L technology, in various vehicles;

	• ●		overseeing the development of our transmissionmaintaining, nurturing and radio technology;
	•		managing our engineering and streaming operations;
	•		expanding our relationships with automakers and independent auto dealers;

●

continuing to lead our initiatives in the connectedarea of pre-owned vehicle services area, including an extension of our agreement with Honda; and sales;

	• ●		his roleassisting in the continued integrationmarketing and development of our connected vehicle services business. business through various automakers; and

Mr. Donnelly

●

developing and implementing programs to improve conversion and subscriber churn through OEM dealership activities.

Ms. Witz was awarded a bonus for hisher contributions during the year, including:

●

leading our marketing campaign that contributed to increasing our net self-pay subscribers by 1.56 million, or 6%, to reach 27.5 million at year end 2017;

• ●

continuing to focus on our customer retention efforts, resulting in a reduction in our subscriber churn rate from 1.9% in 2016 to 1.8% in 2017;

his regular on-going contributions in providing effective legal support, including the management of various complex legal●

implementing subscriber rate increases and regulatory issues; upsell strategies to grow revenue and improve average revenue per subscriber;

●

enhancing our digital self-care functionality and chat services, while also lowering our customer service and billing expenses; and

	• ●		providing sound and timely advice to senior management and our board of directors;
	•		his role in managing our litigation mattersmarketing efforts across a broad range of media, including telemarketing, direct mail and our legal expenses in the face of the increasing complexity of our business; and
	•		assisting in the negotiation and execution of various agreements with third parties that are essential to our operations. email solicitations.

39

Based on the foregoing, the Compensation Committee approved the specific annual bonus amounts set forth in the Summary Compensation Table under the “Bonus” column for each of the above named executive officers.

38

---

Long-Term Equity Grants for 20162017

We make grants of equity-based compensation to incentivize and retain our executives to continue providing meaningful and effective services to us. The long-term nature of the awards serves as our primary retention tool.

During 2016,2017, our long-term equity grants generally consisted of stock options, RSUs and PRSUs. The specific grant date target value of the options, RSUs and PRSUs granted was determined by the Compensation Committee (with the assistance of our Chief Executive Officer). The number of stock options granted was equal to the total value of the executive’s individual stock option grant divided by the grant date fair value calculated under the Black-Scholes-Merton model. The number of RSUs and PRSUs granted was equal to the total target value of the executive’s individual RSU and PRSU grant divided by the per share closing price of our common stock reported on NASDAQ on the grant date of the executive’s award.

The grant date fair value of the awards is identified in the Summary Compensation Table under the “Stock Awards” and the “Option Awards” columns, and in the “Grants of Plan-Based Awards in 2016”2017” table. The specific grants made to each executive are described in more detail below.

In May 2016, we entered into a new employment agreement withFebruary 2017, as part of the Compensation Committee’s annual review of our executive compensation, Mr. Greenstein to continue to serve as our President and Chief Content Officer through May 24, 2019. In connection with his new agreement, weCook was granted Mr. Greenstein stock options and RSUs in an amount equal to $8,500,000$500,000 and $5,750,000,$500,000, respectively. The vesting of thethese stock options and RSUs is generally subject to Mr. Greenstein’s continued employment through the applicable vesting date and is described under “Outstanding Equity Awards at Fiscal Year-End 2016.”

In February 2016, we amended Mr. Cady’s employment agreement to increase the time period that his post-termination restrictive covenants are in effect from six months to twelve months following the termination of his employment. In consideration for this amendment, we granted Mr. Cady stock options and RSUs in an amount equal to $3,000,000 and $1,000,000, respectively. The vesting of the stock options and RSUs is generally subject to Mr. Cady’s continued employment through the applicable vesting date and is described under “Outstanding Equity Awards at Fiscal Year-End 2016.”

In November 2016, we entered into a new employment agreement with Mr. Donnelly to continue to serve as our Executive Vice President, General Counsel and Secretary, through November 22, 2019. In connection with his new agreement, we granted Mr. Donnelly stock options and RSUs in an amount equal to $1,500,000 and $1,500,002, respectively. The vesting of stock options and RSUs is generally subject to Mr. Donnelly’sCook’s continued employment through the applicable vesting date. We also granted PRSUs to Mr. Donnelly PRSUsCook in an amount equal to $2,999,999.$1,000,000. The PRSUs are eligible to vest based on achievement of the cumulative free cash flow target as established by our board of directors for the years ending December 31,performance period beginning January 1, 2017 and ending December 31, 2018. The vesting and settlement of the PRSUs earned in respect of this performance period is subject to Mr. Donnelly’sCook’s continued employment with us until November 22, 2019,February 2, 2020, at which time the PRSUs earned in respect of the performance period will vest and settle in shares of our common stock. These equity-based awards are further described under “Outstanding Equity Awards at Fiscal Year-End 2016.2017.”

In August 2017, we entered into a new employment agreement with Ms. Witz to serve as our Executive Vice President, Chief Marketing Officer. We granted Ms. Witz stock options and RSUs in an amount equal to $625,000 and $625,000, respectively. The vesting of these stock options and RSUs is generally subject to Ms. Witz’s continued employment through the applicable vesting date. We also granted PRSUs to Ms. Witz in an amount equal to $1,250,000. The PRSUs are eligible to vest based on achievement of the cumulative free cash flow target established by our board of directors for the performance period beginning January 1, 2018 and ending December 31, 2019. The vesting and settlement of the PRSUs earned in respect of this performance period is subject to Ms. Witz’s continued employment with us until August 21, 2020, at which time the PRSUs earned in respect of the performance period will vest and settle in shares of our common stock. These equity-based awards are further described under “Outstanding Equity Awards at Fiscal Year-End 2017.”

There were no long-term equity grants made to Messrs. Meyer, Greenstein or Frear in 2017. Each of these executives previously received equity awards that were intended to cover a multi-year period.

Dividend Equivalent Units (“DEUs”) are granted to each executive if, on any date while RSUs or PRSUs are outstanding, we pay a dividend on our common stock (other than a dividend payable in common stock). The number of RSUs and PRSUs granted to the executive are, as of the record date for such dividend payment, increased by a number of RSUs or PRSUs, as applicable, equal to: (a) the product of (x) the number of RSUs or PRSUs held by the executive as of such record date, multiplied by (y) the per share amount of any cash dividend (or, in the case of any dividend payable, in whole or in part, other than in cash, the per share value of such dividend, as

40

determined in good faith by us), divided by (b) the average closing price of a share of our common stock on NASDAQ on the twenty trading days preceding, but not including, such record date. DEUs are subject to the same vesting and other terms as the related RSUs or PRSUs, as applicable. All DEUs are granted pursuant to the terms of the Sirius XM Holdings Inc. 2015 Long-Term Stock Incentive Plan.

39

---

There were no long-term equity grants made to Messrs. Meyer or Frear in 2016. Each of these executives received grants of equity awards in prior years that were intended to cover a multi-year period.

20162017 Compensation Snapshot: Compensation of Our Chief Executive Officer

The material terms of Mr. Meyer’s employment agreement in effect in 2017 are described below under “Potential Payments or Benefits Upon Termination or Change in Control—Employment Agreements—James E. Meyer.”

The Compensation Committee believes that Mr. Meyer’s qualifications and experience are well suited to our needs, and that his compensation, including the base salary and equity components, is, taken as a whole, appropriate under the circumstances.

In February 2017,2018, Mr. Meyer received a cash bonus of $7.5 million$7,750,000 in recognition of his notable performance and contribution to our corporate performancecontributions in 2016,2017, including:

ü		Maintaining Sirius XM as one of the largest subscription-based media companies in theUnited States by increasing our net subscribers in 20162017 by approximately 1.751.56 million,resulting in a total of approximately 31.332.7 million subscribers at year end, an increase of approximately 6%ofapproximately 4% as compared to 20152016
ü		Increasing our 20162017 revenue by 10%8% to $5$5.4 billion and increasing free cash flow by 15% 3%to $1.51$1.56 billion
ü		Achieving adjusted EBITDA growth of 13% to $1.88$2.12 billion
ü		Implementing our first quarterly dividend in the amount of $.01 per share
ü		Overseeing nearly $1.7over $1.4 billion of stock repurchases
	Completing our $480 million investment in Pandora Media, Inc.
ü		Extending several agreements forConsummating the recapitalization of Sirius XM Canada, which increased our satellite radio service with automakers until 2020 or beyondvoting interest to 33% and our economic interest from 37% to 70%
	Acquiring Automatic Labs Inc., a San Francisco-based provider of connected vehicleservices
ü		Continuing to establish Sirius XM as a leading providerAssuming the role of telematics services by entering into a new five-year agreement with Honda to provide connected vehicles services for their vehiclesacting Chief Marketing Officer after the sudden loss of the executive performing that function
ü		Managing our significant investments in research and development, including the introduction of our 360L platform that presents an adaptable user interface to oursubscribers, allowing easier access to on demand content, more personalizedprogramming and an improved display
ü		Continuing to expand our ability to identify and acquire subscribers in certified pre-ownedand other used vehicles and managing our investment in infrastructure in this area
ü		EnteringLaunching new channels, such as a Beatles channel and a Barstool Sports channel, andentering into agreements with Fox Sports Radio, Garth Brooksthe ACC, SEC, Pac-12 and Kenny Chesney, andESPN to create new collegesports channels, as well as entering into an agreement with Kevin Hart to create a newcomedy channel, renewing our agreements with Chris “Mad Dog” Russo, LearfieldNASCAR and IMG,Joe Madison, and hostingperformances by Taylor Swift, the Eagles, Duran Duran and Guns N’ Roses for oursubscribers, and adding other compelling content to our services while managing programmingmanagingprogramming expenses
ü		Continuing to improve our customer care experience, including through further enhancements toour Internet-based self-care functionality and chat services
ü		Fostering a corporate culture based on quality, creativity, diversity, integrity and innovation innovation

 

As part of its review of Mr. Meyer’s compensation, the Compensation Committee reviewed the principal terms of Mr. Meyer’s employment agreement in effect during 2017, including the provision relating to “target” annual bonuses. The Compensation Committee discussed: Mr. Meyer’s target

41

bonus, as stated in his employment agreement;agreement in effect in 2017; his contributions in 20162017 to our business results and continuing development of our long-term strategy; and, in their business judgment, the value of Mr. Meyer’s contribution to the Company and its stockholders in light of the market for chief executive officers of similar caliber and experience in the subscription broadcasting and entertainment industries. Based on, among other things, those factors, the Compensation Committee concluded that Mr. Meyer’s 20162017 bonus shouldwould not be limited by the “target” bonus range set forth in his prior employment agreement.

40

---

Other Benefits Provided to Named Executive Officers

Retirement and Other Employee Benefits

We maintain broad-based benefits for all employees, including health and dental insurance, life and disability insurance and a 401(k) savings plan, including a matching component for that plan. Our named executive officers are eligible to participate in all of our employee benefit plans on the same basis as other employees.

Our 401(k) savings plan allows eligible employees to voluntarily contribute from 1% to 50% of their pre-tax eligible earnings, subject to certain defined limits. We match 50% of an employee’s voluntary contributions per pay period on the first 6% of an employee’s pre-tax salary up to a maximum of 3% of eligible compensation. Employer matching contributions under the plan vest at a rate of 33.33% for each year of employment and are fully vested after three years of employment for all current and future contributions.

Deferred Compensation Plan

We also maintain the Sirius XM Holdings Inc. Deferred Compensation Plan (the “Deferred Compensation Plan”), which provides a tax-efficient method for participants to defer certain portions of their compensation. A description of the Deferred Compensation Plan is included under “Non-Qualified Deferred Compensation.” The contributions, earnings and account balances for the named executive officers in the Deferred Compensation Plan are described in the “Non-Qualified Deferred Compensation” table.

Perquisites and Other Benefits for Named Executive Officers

The Compensation Committee supports providing other benefits to named executive officers that are almost identical to those offered to our other full time employees and are provided to similarly situated executives at companies with which we compete for executive talent.

In limited circumstances, a named executive officer may receive certain tailored benefits. For example, in 2016, Mr. Cady, due to his principal residence being in the State of Oregon, was reimbursed for the reasonable costs of coach class airfare from his home to our various offices, along with reasonable hotel and meal expenses. The costs of these benefits for Mr. Cady constituted less than 10% of his compensation in 2016.

Payments to Named Executive Officers Upon Termination or Change in Control

The employment agreements with our named executive officers provide for severance payments upon an involuntary termination of employment without “cause” or a termination of employment for “good reason” (as each term is defined in their employment agreement). These arrangements vary among executives due to individual negotiations. The material terms of these arrangements are described under “Potential Payments or Benefits Upon Termination or Change in Control—Employment Agreements.” None of the employment agreements for the named executive officers provide for any special payments solely due to a change in control. Under the terms of both the Sirius XM Radio Inc. 2009 Long-Term Stock Incentive Plan and the Sirius XM Holdings Inc. 2015 Long-Term Stock Incentive Plan (collectively, the “Plans”), if the employment of any of our named executive officers is terminated by us without cause, or by the executive for good reason, within two years following a change in control, then in accordance with the Plans, their equity awards are subject to accelerated vesting.

We believe that these severance arrangements appropriately mitigate some of the risk that exists for executives working in our highly competitive industry. These arrangements are intended to retain qualified executives who could have other job alternatives that may appear to them, in the absence of these arrangements, to be less risky, and such arrangements allow the executives to focus exclusively on our interests.

42

41

---

Fiscal Year 20172018 Compensation Considerations

The Compensation Committee plans to review our executive compensation program in 20172018 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.

In 2017,2018, we intend to incorporatecontinue incorporating PRSUs into future grants of equity-based awards to our named executive officers.officers when appropriate. The specific mix of stock options, RSUs and PRSUs granted will be determined by the Compensation Committee with the assistance of our Chief Executive Officer (other than in the case of any equity awards to himself) and by using their collective informed judgment, taking into account the executive’s role and responsibilities and our overall performance.

The

In previous years, the Compensation Committee has again adopted aan annual bonus program which iswas 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 (other than our Chief Financial Officer). ThatDue to the repeal of the exception provided by Section 162(m) regarding the deductibility of performance-based compensation, the Compensation Committee does not intend to adopt a similar bonus program for 2018 but intends to continue its pay for performance philosophy.

In January 2018, we entered into a new employment agreement with Mr. Meyer to continue to serve as our Chief Executive Officer through December 31, 2018. In connection with the execution of that agreement, Mr. Meyer’s salary was increased from $1,800,000 to $2,000,000 and we granted Mr. Meyer RSUs with a grant date value of $7,500,000 that cliff vest on December 31, 2018. This employment agreement was the result of extensive discussions with Mr. Meyer and the Chairman of the Compensation Committee regarding, among other things, the Company’s long-term succession planning. The Compensation Committee and the board of directors believes that Mr. Meyer is uniquely qualified in the short-term to execute our business plan and continue to pursue our strategic initiatives and, in their business judgment, concluded that the terms of the employment agreement, including the increase in base salary and the amount and structure of the equity-based compensation, was reasonable and appropriate in light of the circumstances and taken as a whole. The material terms of Mr. Meyer’s new employment agreement are described below under “Potential Payments or Benefits Upon Termination or Change in Control—Employment Agreements—James E. Meyer.”

Stock Ownership Requirement

We do not require that senior executives accumulate and maintain a minimum level of stock ownership in us.

Anti-Hedging and Pledging Policy

Our senior executives are prohibited from engaging in short sales of our securities and from engaging in transaction in publicly-traded options, such as puts, calls and other derivative securities based on our securities, including any hedging, monetization or similar transactions designed to promotedecrease the achievement ofrisks associated with holding our key financial goalssecurities, such as zero-cost collars and forward sales contracts. In addition, our senior executives are prohibited from pledging our securities as collateral for 2017.any loan or holding our securities in a margin account.

Compensation Risk Assessment

The Compensation Committee does not believe that any risks that may arise from our compensation policies and practices are reasonably likely to have a material adverse effect on our Company. The Compensation Committee considered various factors that have the effect of mitigating compensation-related risks and have reviewed our compensation policies and practices for our employees, including the elements of our executive compensation programs, to determine whether any portion of such compensation encourages excessive risk taking.

43

Policy with Respect to Section 162(m) of the Internal Revenue Code

As described above, in 2017

Historically, the Compensation Committee again adopted a bonus plan which is intendedhas endeavored to comply withmaximize deductibility of compensation under Section 162(m) to the extent practicable while maintaining competitive compensation levels. Under Section 162(m), the Company was generally prohibited from deducting certain forms of the Internal Revenue Code forcompensation in excess of $1,000,000 paid to our “covered employees” as defined in Section 162(m), which, prior to its amendment, included our Chief Executive Officer and thethree other three most highly compensated executive officers except for(other than our Chief Financial Officer. Officer). An exception to this $1,000,000 deduction limitation was available with respect to compensation that qualified as “performance-based compensation” under Section 162(m), which required compliance with certain requirements set forth in Section 162(m) and the applicable regulations

As a result of the Tax Cuts and Jobs Act that went into effect on December 22, 2017, this exception for performance-based compensation will not be available for taxable years beginning after December 31, 2017, unless such compensation qualifies for certain transitional relief contemplated in this legislation for certain written contracts in place as of November 2, 2017. Therefore, certain compensation paid to our covered employees in the future under our annual bonus programs and certain of our long-term equity awards under our 2015 Plan that may have originally been designed with the intent that such amounts qualify as performance-based compensation will not be deductible unless such plans are determined to qualify for transitional relief. Because of the ambiguities and uncertainties as to the scope of the transitional relief available, no assurance with respect to the deductibility of such compensation can be made at this time. In addition, beginning in 2018, the definition of “covered employees” will include any individual who served as the CEO or CFO at any time during the taxable year and the three other most highly compensated officers (other than the CEO and CFO) for the taxable year, and once an individual becomes a covered employee for any taxable year beginning after December 31, 2016, that individual will remain a covered employee for all future years, including following any termination of employment.

The Compensation Committee anticipates that this plan will resulthas considered the deductibility of compensation as one factor in tax deductibility for anydetermining the structure of compensation we pay to such executive officers that exceeds $1 million. However, theawards. The Compensation Committee may from timealso looks at other factors in making its decisions, and believes that it is important to time approveretain flexibility in designing compensation programs that are in the best interests of the Company and its stockholders, even if such compensation is not deductible for tax purposes. This flexibility may include amending or modifying the design elements of historical compensation programs to the extent those design elements were principally adopted in an effort to comply with the exception for performance-based compensation 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, 2016.

Compensation Committee
CARL E. VOGEL,Chairman
GEORGE W. BODENHEIMER
MARK D. CARLETON
JAMES P. HOLDEN

42

---

2017.

 

Compensation Committee Carl E. Vogel,Chairman George W. Bodenheimer Mark D. Carleton James P. Holden

44

Summary Compensation Table

The following table provides information concerning total compensation earned or paid to our Chief Executive Officer, our Chief Financial Officer and our three other most highly compensated executive officers who served in such capacities as of December 31, 20162017 for services rendered to us during each of the past three fiscal years. These five officers are referred to herein as the “named executive officers.”

Name and Principal Position		Year							Salary $							Bonus(1) $							Stock Awards(2) $							Option Awards(2) $							Nonqualified Deferred Compensation Earnings(3) $							All Other Compensation(4) $							Total $
James E. Meyer					2016							1,800,000							7,500,000							—							—							—							33,591							9,333,591
Chief Executive Officer					2015							1,650,000							7,500,000							10,000,000							10,000,000							—							7,950							29,157,950
					2014							1,550,000							6,000,000							—							—							—							7,800							7,557,800
Scott A. Greenstein					2016							1,402,885							2,400,000							5,749,999							8,500,000							—							22,472							18,075,356
President and Chief Content					2015							1,250,000							2,100,000							—							—							—							7,950							3,357,950
Officer					2014							1,250,000							1,850,000							—							—							—							7,800							3,107,800
David J. Frear					2016							1,200,000							2,150,000							—							—							—							7,950							3,357,950
Senior Executive Vice					2015							1,026,346							1,950,000							—							11,102,218							—							7,950							14,086,514
President and Chief Financial Officer					2014							850,000							1,600,000							—							—							—							7,800							2,457,800
James A. Cady					2016							600,000							1,450,000							999,999							3,000,000							—							11,750							6,061,749
Executive Vice President,					2015							503,846							1,200,000							500,000							1,500,000							—							7,950							3,711,796
Operations, Products and Connected Vehicle					2014							366,667							450,000							125,023							1,375,021							—							7,800							2,324,511
Patrick L. Donnelly					2016							741,731							1,650,000							4,500,001							1,500,000							—							10,651							8,402,383
Executive Vice President,					2015							725,000							1,550,000							—							—							—							7,950							2,282,950
General Counsel and Secretary					2014							725,000							1,350,000							999,999							4,000,000							—							7,800							7,082,799

												Nonqualified
												Deferred
								Stock		Option		Compensation		All Other
				Salary		Bonus(1)		Awards(2)		Awards(2)		Earnings(3)		Compensation(4)			Total(5)
Name and Principal Position		Year		$		$		$		$		$		$			$
James E. Meyer		2017		1,800,000		7,750,000		—		—		—		113,811			9,663,811
Chief Executive Officer		2016		1,800,000		7,500,000		—		—		—		33,591			9,333,591
		2015		1,650,000		7,500,000		10,000,000		10,000,000		—		7,950			29,157,950
Scott A. Greenstein		2017		1,500,000		2,600,000		—		—		—		57,737			4,157,737
President and Chief Content		2016		1,402,885		2,400,000		5,749,999		8,500,000		—		22,472			18,075,356
Officer		2015		1,250,000		2,100,000		—		—		—		7,950			3,357,950
David J. Frear		2017		1,200,000		2,500,000		—		—		—		8,100			3,708,100
Senior Executive Vice		2016		1,200,000		2,150,000		—		—		—		7,950			3,357,950
President and Chief Financial Officer		2015		1,026,346		1,950,000		—		11,102,218		—		7,950			14,086,514
Stephen R. Cook		2017		700,000		1,550,000		1,499,998		500,000		—		29,240			4,279,238
Executive Vice President,		2016		692,308		1,450,000		—		—		—		10,655			2,152,963
Sales and Automotive		2015		600,000		1,250,000		—		—		—		7,950			1,857,950
Jennifer C. Witz.		2017		538,942		1,500,000		1,875,000		625,001		—		33,534			4,572,477
Executive Vice President,		2016		475,000		700,000		1,912,643		637,514		—		13,742			3,738,899
Chief Marketing Officer		2015		416,173		615,000		375,066		1,125,016		—		7,950			2,539,205

 

	(1)		The amounts reflected in this column are the gross amounts of each named executive officer’s annual bonus award payable in respect of the fiscal year to which such amount relates. See the discussion under the heading “Fiscal Year 20162017 Pay Results—Payment of Performance-Based Discretionary Annual Bonuses for 2016”2017” for additional details on bonus awards for 2016.
2017.
(2)		The aggregate grant date fair value of stock option, RSU and PRSU awards were computed in accordance with FASB ASC 718,Compensation—Stock Compensation.Compensation. The assumptions used in the valuation of the stock options are discussed in Note 1314 to our audited consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016.2017. The grant date fair value for the PRSUs granted to Mr. DonnellyCook and Ms. Witz during 20162017 is based on the probable outcome of the performance conditions applicable to such PRSUs, which, as of the grant date, was equal to the target level. Assuming the highest level of performance achievement as of the grant date, the grant date fair value of the PRSUs for Mr. Cook and Ms. Witz would have also been $2,999,999.$999,999 and $1,249,998, respectively.
(3)		We do not provide above-market or preferential earnings on deferred compensation.
(4)		For each named executive officer, the amount in the “All Other Compensation” column for 20162017 reflects matching contributions by us under our 401(k) savings plan and DEUs granted with respect to unvested RSU awards. In connection with the paymentpayments of our first quarterly dividenddividends in the amount of $.01 per share on February 28, 2017, May 31, 2017, and August 31, 2017, and the amount of $0.011 per share on November 30, 2016,2017, certain of our named executive officers were credited with DEUs in the form of RSUs in respect of their unvested stock awards pursuant to the terms of the applicable award agreements. The valuevalues of such DEUs were calculated using a twenty day average price of our common stock prior to the record date, $4.149,dates for the dividend.such dividends. The value of the DEUs granted for each of the named officers is as follows: Mr. Meyer: $25,641;$105,711; Mr. Greenstein: $14,522;$49,637; Mr. Frear: $0; Mr. Cady: $3,800;Cook: $21,140; and Mr. Donnelly: $2,701. Ms. Witz: $25,434.

45

(5)

Messrs. Meyer and Frear serve as our designees to the board of directors of Pandora Media, Inc. The amounts in this Summary Compensation table do not include the cash and equity-based compensation they receive from Pandora Media, Inc. for serving on its board of directors and committees of the board of directors.

43

---

Grants of Plan-Based Awards in 20162017

The following table provides information with respect to equity grants made during fiscal year 20162017 to the named executive officers.

Name		Grant Date							Estimated Future Payouts Under Equity Incentive Plan Awards(1)																					All Other Stock Awards: Number of Shares of Stock or Units (#)(2)							All Other Option Awards: Number of Securities Underlying Options (#)(2)							Exercise or Base Price of Option Awards ($/Sh)(3)							Grant Date Fair Value of Stock and Option Awards ($)(4)
									Threshold (#)							Target (#)							Maximum (#)
Scott A. Greenstein					5/24/2016							—							—							—							—							10,805,602							3.96							8,500,000
					5/24/2016							—							—							—							1,452,020							—							—							5,749,999
James A. Cady					2/23/2016							—							—							—							—							4,132,858							3.61							3,000,000
					2/23/2016							—							—							—							277,008							—							—							999,999
Patrick L. Donnelly					11/22/2016							—							—							—							—							1,807,549							4.61							1,500,000
					11/22/2016							—							—							—							325,380							—							—							1,500,002
					11/22/2016							520,607							650,759							650,759							—							—							—							2,999,999

										All Other			All Other
										Stock Awards:			Option Awards:			Exercise			Grant Date
				Estimated Future Payouts						Number of			Number of			or Base			Fair Value
				Under Equity Incentive						Shares of			Securities			Price of			of Stock and
				Plan Awards(1)						Stock or			Underlying			Option			Option
				Threshold		Target		Maximum		Units			Options			Awards			Awards
Name		Grant Date		(#)		(#)		(#)		(#)(2)			(#)(2)			($/Sh)(3)			($)(4)
James E. Meyer		—		—		—		—		—			—			—			—
Scott A. Greenstein		—		—		—		—		—			—			—			—
David J. Frear		—		—		—		—		—			—			—			—
Stephen R. Cook		2/02/2017		—		—		—		—			527,044			4.75			500,000
		2/02/2017		—		—		—		105,263			—			—			499.999
		2/02/2017		168,421		210,526		210,526		—			—			—			999,999
Jennifer C. Witz		8/21/2017		—		—		—		—			563,875			5.52			625,001
		8/21/2017		—		—		—		113,225			—			—			625,002
		8/21/2017		181,159		226,449		226,449		—			—			—			1,249,998

 

	(1)		The PRSUs granted to Mr. DonnellyCook on November 22, 2016February 2, 2017 were part of the Compensation’s Committee’s annual review of executive compensation. The PRSUs granted to Ms. Witz on August 21, 2017 were in connection with hisher employment agreement dated November 22, 2016. TheseAugust 21, 2017. The PRSUs are earned subject to achievement of a cumulative free cash flow target, established by the Compensation Committee, measured over a two- yeartwo-year performance period. The PRSUs vest in full upon achievement of 100% or more of the free cash flow target. If the level of free cash flow falls between 80% and 100% of the free cash flow target, then the number of PRSUs that will vest will be determined by straight line interpolation between those percentages. If the level of free cash flow is below the 80% of the target, then none of the PRSUs will vest. The settlement of PRSUs earned in respect of the two-year performance period is subject to Mr. Donnelly’sCook and Ms. Witz’s continued employment with us for an additional period following the end of that performance period.
(2)		Grants were made under the Sirius XM Holdings Inc. 2015 Long-Term Stock Incentive Plan. The stock option and RSU awards granted to Mr. Greenstein on May 24, 2016 were in connection with his employment agreement dated May 24, 2016. The stock option and RSU awards granted to Mr. Cady on February 23, 2016 were in connection with the amendment to his employment agreement dated February 23, 2016. The stock option and RSU awards granted to Mr. Donnelly on November 22, 2016 were in connection with his employment agreement dated November 22, 2016.
(3)		The exercise price of the options granted to each of the named executive officers is equal to the closing price of our common stock reported on NASDAQ on the dates of grant.
(4)		The aggregate grant date fair value of stock option, RSU and PRSU awards were computed in accordance with FASB ASC 718,Compensation—Stock Compensation.Compensation. The assumptions used in the valuation of the stock options are discussed in Note 1314 to our audited consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016.2017.

46

44

---

Outstanding Equity Awards at Fiscal Year-End 20162017

The following table provides information with respect to the status at December 31, 20162017 of all unvested RSUs and PRSUs and exercisable and unexercisable stock options awarded to each of the named executive officers:

Name		Option Awards																												Stock Awards(1)
		Number of Securities Underlying Unexercised Options (#) Exercisable							Number of Securities Underlying Unexercised Options (#) Unexercisable							Option Exercise Price ($)							Option Expiration Date							Number of Shares or Units that have not Vested (#)							Market Value of Shares or Units of Stock that have not Vested ($)							Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)							Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
James E. Meyer(2)					707,000							—							2.8200							1/23/2018							—							—							—							—
					830,500							—							0.6235							8/31/2019							—							—							—							—
					10,128,894							—							3.3000							5/02/2023							—							—							—							—
					—							13,279,313							3.9000							8/11/2025							—							—							—							—
					—							—							—							—							2,570,283							11,437,759							—							—
Scott A. Greenstein(3)					5,499,340							—							3.7550							7/25/2023							—							—							—							—
					—							10,805,602							3.9600							5/24/2026							—							—							—							—
					—							—							—							—							1,455,520							6,477,064							—							—
David J. Frear(4)					5,500,000							—							2.1300							7/21/2021							—							—							—							—
					4,750,000							9,500,000							3.9500							7/2/2025							—							—							—							—
James A. Cady(5)					471,594							471,592							3.5500							02/03/2024							—							—							—							—
					179,130							179,130							3.3699							08/05/2024							—							—							—							—
					620,875							1,241,748							3.9500							7/29/2025							—							—							—							—
					—							4,132,858							3.6100							2/23/2026							—							—							—							—
					—							—							—							—							380,862							1,694,836							—							—
Patrick L. Donnelly(6)					553,750							—							0.6235							08/31/2019							—							—							—							—
					2,447,364							1,223,681							3.7000							01/10/2024							—							—							—							—
					—							1,807,549							4.6100							11/22/2026							—							—							—							—
					—							—							—							—							596,301							2,653,539							—							—
					—							—							—							—							—							—							650,759							2,895,878

		Option Awards											Stock Awards(1)
																						Equity
																						Incentive
																			Equity			Plan Awards:
																			Incentive			Market or
																			Plan Awards:			Payout
																Market			Number of			Value of
																Value of			Unearned			Unearned
		Number of			Number of								Number of			Shares or			Shares,			Shares,
		Securities			Securities								Shares or			Units of			Units or			Units or
		Underlying			Underlying								Units			Stock			Other Rights			Other Rights
		Unexercised			Unexercised			Option					that			that			That			That
		Options			Options			Exercise			Option		have not			have not			Have Not			Have Not
		(#)			(#)			Price			Expiration		Vested			Vested			Vested			Vested
Name		Exercisable			Unexercisable			($)			Date		(#)			($)			(#)			($)
James E. Meyer(2)		830,500			—			0.6235			8/31/2019		—			—			—			—
		10,128,894			—			3.3000			5/02/2023		—			—			—			—
		—			13,279,313			3.9000			8/11/2025		—			—			—			—
		—			—			—			—		2,590,691			13,886,104			—			—
Scott A. Greenstein(3)		—			7,203,734			3.9600			5/24/2026		—			—			—			—
		—			—			—			—		979,025			5,247,574			—			—
David J. Frear(4)		3,000,000			—			2.1300			7/21/2021		—			—			—			—
		9,500,000			4,750,000			3.9500			7/2/2025		—			—			—			—
Stephen R. Cook(5)		641,800			—			0.9900			8/09/2020		—			—			—			—
		850,000			—			1.6400			8/23/2021		—			—			—			—
		850,000			—			2.4800			8/14/2022		—			—			—			—
		2,761,018			—			3.6950			8/14/2023		—			—			—			—
		—			527,044			4.7500			2/02/2027		—			—			—			—
		—			—			—			—		106,099			568,691			—			—
		—			—			—			—		—			—			212,197			1,137,376
Jennifer C. Witz(6)		117,625			—			3.6100			8/19/2023		—			—			—			—
		—			188,080			3.3699			8/05/2024		—			—			—			—
		—			575,340			3.9200			8/05/2025		—			—			—			—
		—			573,350			4.2400			8/05/2026		—			—			—			—
		—			563,875			5.5200			8/21/2027		—			—			—			—
		—			—			—			—		282,752			1,515,551			—			—
		—			—			—			—		—			—			530,735			2,844,740

 

	(1)		Amounts also include DEUs granted to the executive pursuant to the terms of the award agreements governing each RSU or PRSU, as applicable, to reflect the payment of dividends on our common stock. DEUs vest on the same terms as the related RSUs or PRSUs, as applicable. All DEUs are granted pursuant to the terms of the Sirius XM Holdings Inc. 2015 Long-Term Stock Incentive Plan. Our practice with respect to crediting DEUs is described in more detail on page 39.
pages 40-41.
	Amounts under “Market Value of Shares or Units of Stock that have not Vested” and “Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested” were calculated based on the closing price on NASDAQ of our common stock on December 30, 201629, 2017 of $4.45$5.36 (the last trading day of the fiscal year). The RSUs and PRSUs are valued at (a) the closing price of the stock at December 30, 201629, 2017 multiplied by (b) the number of awards that have not vested. In the table above, the number and market value of the PRSUs reflect target performance achievement as of the grant date.date for Ms. Witz and the target performance achievement for Mr. Cook based upon actual performance. The performance period for thesethe PRSUs for Mr. Cook is the yearsperiod beginning January 1, 2017 and 2018.ending December 31, 2018, and for Ms. Witz is the period beginning January 1, 2018 and ending December 31, 2019. The actual number of shares, that will be distributed with respect to the PRSUs, are not yet determinable. will be distributed upon the satisfaction of the applicable performance metrics through the performance period and the employee’s continued employment.

47

(2)

Outstanding equity awards for Mr. Meyer vest as follows: options granted at an exercise price of $2.82 vested in four equal annual installments from the date of grant on January 23, 2008; options granted at an exercise price of $0.6235 vested in four equal annual installments from the date of grant on August 31, 2009; options granted at an exercise price of $3.30 vested on

45

---

			October 30, 2015; and options granted at an exercise price of $3.90 vest on April 30, 2018. The RSUs granted to Mr. Meyer vest on April 30, 2018.
(3)		Outstanding equity awards for Mr. Greenstein vest as follows: options granted on July 26, 2013 at an exercise price of $3.7550 vested in three annual installments from July 22, 2013; options granted on May 24, 2016 at an exercise price of $3.96 vest in three annual installments from May 24, 2016. The RSUs granted to Mr. Greenstein vest as follows: 485,174 RSUs vest on May 24, 2017; 485,174489,513 RSUs vest on May 24, 2018; and 485,172489,512 RSUs vest on May 24, 2019.
(4)		Outstanding equity awards for Mr. Frear vest as follows: options granted at an exercise price of $2.13 vested in four equal annual installments from the date of grant on July 21, 2011; and options granted at an exercise price of $3.95 vest in three equal installments on July 2, 2016, July 2, 2017 and May 30, 2018.
(5)		Outstanding equity awards for Mr. CadyCook vest as follows: options granted at an exercise price of $3.55 vest$0.99 vested in four equal annual installments from the date of grant on August 9, 2010; options granted at an exercise price of $1.64 vested in four equal annual installments from the date of grant on August 23, 2011; options granted at an exercise price of $2.48 vested in four equal annual installments from the date of grant on August 14, 2012; options granted at an exercise price of $3.695 vested in four equal annual installments from the date of grant on August 15, 2013; and options granted at an exercise price of $4.75 vest in three equal annual installments from the date of grant on February 2, 2017. The RSUs granted to Mr. Cook vest as follows: 35,367 RSUs vest on February 2, 2018; 35,367 RSUs vest on February 4, 2019; and 35,365 RSUs vest on February 3, 2014;2020. The 212,197 PRSUs granted to Mr. Cook on February 2, 2017 will vest, subject to the satisfaction of the applicable performance metrics through the performance period ending December 31, 2018 and his continued employment until February 2, 2020.
(6)	Outstanding equity awards for Ms. Witz vest as follows: options granted at an exercise price of $3.61 vested in four equal annual installments from the date of grant on August 19, 2013; options granted at an exercise price of $3.3699 vest in four equal annual installments from the date of grant on August 5, 2014; options granted at an exercise price of $3.95$3.92 vest in four equal annual installments from the date of grant on August 5, 2015; options granted at an exercise price of $4.24 vest in three equal annual installments from the date of grant on July 29, 2015;August 5, 2016; and options granted at an exercise price of $3.61 vest as follows: 1,377,620 vested on February 23, 2017; 1,377,619 vest on February 23, 2018; and 1,377,619 vest on February 23, 2019. The RSUs granted to Mr. Cady vest as follows: 92,599 RSUs vest on February 23, 2017; 42,296 RSUs vest on July 31, 2017; 9,298 RSUs vest on August 7, 2017; 92,599 RSUs vest on February 23, 2018; 42,295 RSUs vest on July 30, 2018; 9,297 RSUs vest on August 6, 2018; and 92,558 RSUs vest on February 25, 2019.
	(6)		Outstanding equity awards for Mr. Donnelly vest as follows: options granted at an exercise price of $0.6235 vested in four equal annual installments from the date of grant on August 31, 2009; options granted at an exercise price of $3.70$5.52 vest in three equal annual installments from the date of grant on January 10, 2014; and options granted at an exercise price of $4.61 vest as follows: 602,517 vest on November 22, 2017; 602,516 vest on November 22, 2018; and 602,516 vest on November 22, 2019. The 270,921 RSUs granted to Mr. Donnelly on January 10, 2014 vested on January 10,August 21, 2017. The RSUs granted to Mr. DonnellyMs. Witz vest as follows: 94,490 RSUs vest on November 22, 2016August 6, 2018; 37,817 RSUs vest in three equal annual installments from the date of grant on November 22, 2016.August 21, 2018; 74,813 RSUs vest on August 5, 2019; 37,817 RSUs vest on August 21, 2019; and 37,815 RSUs vest on August 21, 2020. The 650,759303,838 PRSUs granted to Mr. DonnellyMs. Witz on November 22,August 5, 2016 will vest, subject to the satisfaction of the applicable performance metrics and his continued employment afterthrough the performance period ended December 31, 2018 and her continued employment until August 5, 2019. The 226,897 PRSUs granted to Ms. Witz on November 22, 2019. August 21, 2017 will vest, subject to the satisfaction of the applicable performance metrics through the performance period ending December 31, 2019 and her continued employment until August 21, 2020.

All equity awards vest subject to the named executive officer’s continued employment though the applicable vesting date and are subject to earlier vesting upon certain qualifying terminations of employment. See “Potential Payments or Benefits Upon Termination or Change in Control.”

48

Option Exercises and Stock Vested in 20162017

The following table provides information with respect to option exercises and RSUs that vested during 2016:2017:

Name		Option Awards														Stock Awards
		Number of Shares Acquired on Exercise (#)							Value Realized on Exercise ($)(1)							Number of Shares Acquired on Vesting (#)							Value Realized on Vesting ($)(2)
James E. Meyer					512,000							378,880							—							—
Scott A. Greenstein					1,042,000							1,212,370							266,312							1,107,858
David J. Frear					2,790,000							3,958,090							—							—
James A. Cady					—							—							51,469							223,199
Patrick L. Donnelly					1,706,000							2,666,380							—							—

		Option Awards						Stock Awards
		Number of						Number of
		Shares Acquired			Value Realized			Shares Acquired			Value Realized
		on Exercise			on Exercise			on Vesting			on Vesting
Name		(#)			($)(1)			(#)			($)(2)
James E. Meyer		707,000			2,029,090			—			—
Scott A. Greenstein		9,101,208			17,964,600			486,213			2,416,479
David J. Frear		2,500,000			8,362,500			—			—
Stephen R. Cook		508,000			2,489,442			272,902			1,520,128
Jennifer C. Witz		1,167,720			1,768,124			111,162			616,875

 

	(1)		Value realized on exercise is the amount equal to the difference between (a) the price on NASDAQ of the stock acquired upon exercise on the exercise date less (b) the exercise price, multiplied by the number of options exercised.

46

---

(2)		Value realized on vesting is the amount equal to (a) the closing price on NASDAQ on the vesting dates multiplied by (b) the number of shares vesting. Amounts do not include any DEUs since the vesting for these RSUs preceded the declaration of our first quarterly dividend in November 2016.

Non-Qualified Deferred Compensation

The following table provides information with respect to Sirius XM Holdings Inc. Deferred Compensation Plan, a nonqualified deferred compensation plan, for 2016.2017:

Name		Executive Contributions(1) ($)							Employer Contributions ($)							Aggregate Earnings(2) ($)							Aggregate Withdrawals/ Distributions ($)							Aggregate Balance at Last Year-End(3) ($)
James E. Meyer					5,109,041							—							185,396							—							5,294,437
Scott A. Greenstein					—							—							—							—							—
David J. Frear					1,258,048							—							112,534							—							1,370,582
James A. Cady					—							—							—							—							—
Patrick L. Donnelly					—							—							—							—							—

											Aggregate			Aggregate
		Executive			Employer			Aggregate			Withdrawals/			Balance at Last
		Contributions(1)			Contributions			Earnings(2)			Distributions			Year-End(3)
Name		($)			($)			($)			($)			($)
James E. Meyer		1,937,500			—			974,218			—			8,206,156
Scott A. Greenstein		—			—			—			—			—
David J. Frear		875,000			—			263,500			—			2,509,082
Stephen R. Cook		1,337,500			—			121,224			—			1,966,244
Jennifer C. Witz		750,000			—			51,392			—			1,194,022

 

	(1)		These amounts represent salary and cash bonus that was earned during fiscal 20162017 but the receipt of which was deferred. This includes amounts earned during fiscal 20162017 but credited to such executive officers’ deferred compensation accounts after the end of fiscal 2016.2017. Amounts in this column are included in the Summary Compensation table under “Salary” and “Bonus,” respectively,“Bonus” for fiscal 2016.2017. For Mr. Meyer andthe amount includes $1,937,500 of his 2017 annual bonus, for Mr. Frear thisthe amount includes $3,600,000 and $645,000$875,000 of 2016his 2017 annual bonus, respectively.
for Mr. Cook the amount includes $1,162,500 of his 2017 annual bonus, and for Ms. Witz the amount includes $750,000 of her 2017 annual bonus.
(2)		Amounts in this column are not reported as compensation for fiscal year 20162017 in the “Summary Compensation Table” since they do not reflect above-market or preferential earnings. Deferrals may be allocated among investment options that are similar to the investment options available under the Sirius XM 401(k) Savings Plan. Of the available investment options, the one-year rate of return during 20162017 ranged from 1.41%1.85% to 18.30%33.63%.
(3)		Employee year-end balance in this column includes the deferral amount from the executive’s 20162017 bonus paid in 2017. 2018.

The Sirius XM Holdings Inc. Deferred Compensation Plan provides a tax-efficient method for participants to defer certain portions of their compensation. Participation in the Deferred Compensation Plan is available to certain of our senior officers, including our named executive officers, and members of our board of directors.

Our named executive officers are eligible to participate on the same terms as other eligible employees. Although the Compensation Committee deemed the Deferred Compensation Plan to be

49

an important benefit to participants, it is not included in any quantitative valuation with respect to the three main components of our executive compensation packages, because participation in the Deferred Compensation Plan, and to what extent, is at each participant’s discretion and there is no matching contribution from us at this time.

Pursuant to the Deferred Compensation Plan, eligible employees may elect to defer up to 50% of their cash-paid base salary; and up to 75% of their annual cash bonus. We may elect to make additional contributions beyond amounts deferred by participants, but we are under no obligation to do so. At the time of making a deferral election, participants designate the time and form of the distribution of deferrals to be made for the year to which that election relates. Distributions may occur earlier upon a change in control or a termination of employment, subject to certain conditions provided for under the Deferred Compensation Plan and Section 409A of the Internal Revenue Code.

Participants have the opportunity to designate the investment funds to which the deferred amounts are to be credited. All investment gains and losses in a participant’s account under the Deferred Compensation Plan are immediately vested and entirely based upon the investment selections made by the participant. We do not pay guaranteed, above-market or preferential

47

---

earnings on this deferred compensation. The available investment choices are similar to the choices available under the Sirius XM Radio 401(k) Savings Plan. Participants may change the investment selections for new payroll deferrals as frequently as each semi-monthly pay cycle. Investment selections for existing account balances may be changed daily. Any changes (whether to new deferrals or existing balances) may be made through an internet site or telephone call center maintained by the plan’s third-party record keeper. We have established a grantor (or “rabbi”) trust to facilitate payment of our obligations under the Deferred Compensation Plan.

Potential Payments or Benefits Upon Termination or Change in Control

Employment Agreements

We have employment agreements with each of our named executive officers that contain provisions regarding payments or benefits upon a termination of employment. We do not have any provisions in any of our employment agreements for the named executive officers that provide for any payments solely in the event of a change in control.

None of the employment agreements with our named executive officers provides for a so-called “golden parachute” excise tax gross up.gross-up. Each of the employment agreements with our executive officers includes a compensation clawback provision, pursuant to which any incentive-based or other compensation paid to an executive officer by us or any of our affiliates is subject to deductions and clawback as required by applicable law, regulation or stock exchange listing requirement.

James E. Meyer

In August 2015, we entered into a newan employment agreement with Mr. Meyer to continue to serve as our Chief Executive Officer through April 30, 2018. The employment agreement provided for an increase in Mr. Meyer’s base salary from $1,550,000 to $1,800,000, subject to increases approved by the Compensation Committee, and obligatesobligated us to offer Mr. Meyer a three-year consulting agreement upon the expiration of his employment agreement on April 30, 2018. Mr. Meyer iswas also entitled to participate in any bonus plans generally offered to our executive officers, with an annual target bonus opportunity of 250% of his annual base salary.

If

In January 2018, we entered into a new employment agreement with Mr. Meyer to continue to serve as our Chief Executive Officer through December 31, 2018. In connection with the execution of that agreement, Mr. Meyer’s salary was increased from $1,800,000 to $2,000,000 upon execution of the agreement and we granted Mr. Meyer RSUs with a grant date value of $7,500,000 that cliff vest on December 31, 2018. Mr. Meyer will continue to have an opportunity to earn an annual bonus in an amount determined by the Compensation Committee. We are also obligated to offer Mr. Meyer a three-year consulting agreement upon the expiration of this employment agreement on

50

December 31, 2018. Pursuant to that consulting agreement, Mr. Meyer would be paid a fee of $2,200,000 per year.

Under this employment agreement, if Mr. Meyer’s employment is terminated by us without “cause” or he terminates his employment for “good reason” (each as described in his employment agreement), then, subject to his execution of a release of claims and his compliance with certain restrictive covenants, we are obligated to (i) continue his health benefits for eighteen months and his life insurance benefits for one year,through the expiration of his employment agreement on December 31, 2018, (ii) pay him a lump sum equal to his annualthe remaining amount of Mr. Meyer’s base salary plusthrough the amountexpiration of $6,600,000, as considerationhis employment agreement on December 31, 2018, (iii) pay him a pro-rated bonus based on his actual performance for a loss of three-year consulting agreement,2018, and (iii)(iv) pay him a lump sum equal to the greater of (x) a bonus equal to 60% of his then annual base salary or (y) the prior year’s bonus actually paid to him. We are also obligated to pay Mr. Meyer any earned but unpaid bonus$6,600,000 as compensation for the year prior to the year of his termination, and a prorated bonus for the year in which his employment is terminated.lost consulting agreement. Further, Mr. Meyer’s equity awards are subject to accelerated vesting.

Scott A. Greenstein

In May 2016, we entered into a newan employment agreement with Scott A. Greenstein to continue to serve as our President and Chief Content Officer through May 24, 2019. The agreement provides for an annual base salary of $1,500,000, subject to increases approved increases by the Compensation Committee. Mr. Greenstein is also entitled to participate in any bonus plans generally offered to our executive officers, with an annual target bonus opportunity of 150% of his annual base salary.

In the event

If Mr. Greenstein’s employment is terminated by us without “cause” or he terminates his employment for “good reason” (each as described in his employment agreement), then, subject to his execution of a release of claims and his compliance with certain restrictive covenants, we are obligated to pay him a lump sum amount equal to one and one-half times the sum of (x) his then annual base salary plus (y) the greater of $2,250,000 or the last annual bonus paid (or due and

48

---

payable) to him. We are also obligatedhim, and to continue his health and life insurance benefits for eighteen months. Further, Mr. Greenstein’s equity awards are subject to accelerated vesting.

David J. Frear

In July 2015, we entered into a newan employment agreement with David J. Frear to continue to serve as our Senior Executive Vice President and Chief Financial Officer through May 31, 2018. The employment agreement provides for an annual base salary of $1,200,000, subject to increases approved by the Compensation Committee. Mr. Frear is also entitled to participate in any bonus plans generally offered to our executive officers.

If Mr. Frear’s employment is terminated by us without “cause” or he terminates his employment for “good reason” (each as described in his employment agreement), then, subject to his execution of a release of claims and his compliance with certain restrictive covenants, we are obligated to pay him a lump sum equal to his annual salary as of the date of the termination and the last annual bonus paid (or due and payable) to him, and to continue his health and life insurance benefits for one year. Further, Mr. Fear’sFrear’s equity awards are subject to accelerated vesting.

James A. CadyStephen R. Cook

In June 2015,August 2013, we entered into an employment agreement with James A. CadyStephen R. Cook to serve as our Executive Vice President, Operations, ProductsSales and Connected Vehicle,Automotive, with an annual base salary of $600,000, subject to increases approved by the Compensation Committee. In January 2016, the Compensation Committee increased Mr. CadyCook’s base salary to $700,000. Mr. Cook is also entitled to participate in any bonus plans generally offered to our executive officers, with an annual target bonus opportunity of 150% of his annual base salary.

In February 2016, we entered into an amendment to

If Mr. Cady’s employment agreement. This amendment: increased his entitlement to severance from six months to twelve months of base salary; and extended our obligation to provide health benefits after termination from six months to twelve months. In addition, this amendment required us to pay him an amount equal to the last annual bonus paid (or due and payable) to him when a qualifying termination occurs. In consideration for this amendment, Mr. Cady extended the length of time that he is subject to the post-termination restrictive covenants in his employment agreement from six months to twelve months following the termination of his employment.

As a result, in the event Mr. Cady’sCook’s employment is terminated by us without “cause” or if he terminates his employment for “good reason” (each as described in his employment agreement), then, subject to his execution of a release of claims and his compliance with certain restrictive covenants, we are obligated to pay himMr. Cook a lump sum equal to his annual base salary for one year and to also pay him an amount equal to the last annual bonus paid (or due and payable) to him. We are also obligated to continue his health insurance benefits for one year. Further, Mr. Cady’sCook’s equity awards are subject to accelerated vesting.

51

Patrick L. DonnellyJennifer C. Witz

In November 2016,August 2017, we entered into a newan employment agreement with Patrick L. Donnelly to continueJennifer C. Witz to serve as our Executive Vice President, General Counsel and Secretary through November 22, 2019. The agreement provides forChief Marketing Officer, with an annual base salary of $875,000,$650,000, subject to increases approved by the Compensation Committee. Mr. DonnellyIn December 2017, the Compensation Committee increased Ms. Witz’s base salary to $750,000. Ms. Witz is also entitled to participate in any bonus plans generally offered to our executive officers.

If Mr. Donnelly’sMs. Witz’s employment is terminated by us without “cause” or heshe terminates hisher employment for “good reason” (each as described in hisher employment agreement), then, subject to hisher execution of a release of claims and hisher compliance with certain restrictive covenants, we are obligated to pay himher a lump sum amount equal to (x) his thenher annual base salary plus (y) the greater of $1,312,500 orand the last annual bonus paid (or due and payable) to him.her. We are also obligated to continue hisher health insurance benefits for eighteen months and his life insurance benefits for one year. Further, Mr. Donnelly’sMs. Witz’s equity awards are subject to accelerated vesting.

49

---

2003 Long-Term Stock Incentive Plan

Mr. Meyer has outstanding options as of December 31, 2016 that were granted under our 2003 Long-Term Stock Incentive Plan. Under the 2003 Long-Term Stock Incentive Plan, the outstanding equity awards granted to executive officers are subject to potential accelerated vesting upon a change of control. All of the outstanding options granted under the 2003 plan were vested as of December 31, 2016, and, therefore, are not included in the table of potential payments and benefits below.

Sirius XM Radio Inc. 2009 Long-Term Stock Incentive Plan and Sirius XM Holdings Inc. 2015 Long-Term Stock Incentive Plan

All of our named executive officers

Messrs. Meyer, Frear and Cook and Ms. Witz had outstanding equity awards as of December 31, 20162017 that were granted under the Sirius XM Radio Inc. 2009 Long-Term Stock Incentive Plan, and all of the Sirius XM Holdings Inc.named executive officers had outstanding equity awards as of December 31, 2017 that were granted under the 2015 Long-Term Stock Incentive Plan. Under the terms of these Plans, the outstanding unvested equity awards granted to the named executive officers are subject to potential accelerated vesting upon termination without “cause” by the company or termination by the executive for “good reason” during a two year period following a “change of control” (each as defined in the Plans), to the extent outstanding awards granted under these Plans are either assumed, converted or replaced by the resulting entity in the event of a change of control.

52

Potential Payments and Benefits

The following table describes the potential payments and benefits under the named executive officers’ agreements and our stock incentive plans to which they would have been entitled if a termination of employment or change in control had occurred as of December 31, 2016:2017:

Name		Triggering Event		Severance Payment ($)(1)							Accelerated Equity Vesting ($)(2)							Continuation of Insurance Benefits ($)(3)							Total ($)(4)
James E. Meyer(5)		Termination due to death or disability					6,600,000							18,741,382							—							25,341,382
		Termination without cause or for good reason					15,900,000							18,741,382							28,961							34,670,343
		Termination without cause or for good reason following a change in control					15,900,000							18,741,382							28,961							34,670,343
Scott A. Greenstein		Termination due to death or disability					—							11,771,809							—							11,771,809
		Termination without cause or for good reason					5,625,000							11,771,809							42,378							17,439,187
		Termination without cause or for good reason following a change in control					5,625,000							11,771,809							42,378							17,439,187
David J. Frear		Termination due to death or disability					—							4,750,000							—							4,750,000
		Termination without cause or for good reason					3,150,000							4,750,000							28,252							7,928,252
		Termination without cause or for good reason following a change in control					3,150,000							4,750,000							28,252							7,928,252
James A. Cady		Termination due to death or disability					—							5,704,563							—							5,704,563
		Termination without cause or for good reason					1,800,000							5,704,563							18,798							7,523,361
		Termination without cause or for good reason following change in control					1,800,000							6,405,222							18,798							8,224,020
Patrick L. Donnelly		Termination due to death or disability					—							6,467,178							—							6,467,178
		Termination without cause or for good reason					2,425,000							6,467,178							41,898							8,934,076
		Termination without cause or for good reason following a change in control					2,425,000							6,467,178							41,898							8,934,076

Name		Triggering Event		Severance Payment ($)(1)				Accelerated Equity Vesting ($)(2)				Continuation of Insurance Benefits ($)(3)				Total ($)(4)
James E. Meyer(5)		Termination due to death or disability			6,600,000				33,273,901				—				39,873,901
		Termination without cause or for good reason			15,900,000				33,273,901				31,856				49,205,757
		Termination without cause or for good reason following a change in control			15,900,000				33,273,901				31,856				49,205,757
Scott A. Greenstein		Termination due to death or disability			—				15,332,802				—				15,332,802
		Termination without cause or for good reason			5,850,000				15,332,802				46,589				21,229,391
		Termination without cause or for good reason following a change in control			5,850,000				15,332,802				46,589				21,229,391
David J. Frear		Termination due to death or disability			—				6,697,500				—				6,697,500
		Termination without cause or for good reason			3,350,000				6,697,500				25,481				10,072,981
		Termination without cause or for good reason following a change in control			3,350,000				6,697,500				25,481				10,072,981
Stephen R. Cook		Termination due to death or disability			—				2,027,563				—				2,027,563
		Termination without cause or for good reason			2,150,000				2,027,563				31,192				4,208,755
		Termination without cause or for good reason following change in control			2,150,000				2,027,563				31,192				4,208,755
Jennifer C. Witz		Termination due to death or disability			—				1,824,255				—				1,824,255
		Termination without cause or for good reason			1,350,000				1,824,255				25,614				3,199,869
		Termination without cause or for good reason following a change in control			1,350,000				6,205,230				25,614				7,580,844

 

	(1)		Any severance payment due to Messrs. Meyer, Greenstein, Frear and DonnellyCook, and Ms. Witz is required to be paid in a lump sum. The employment agreement with Mr. Cady requires us to pay any severance in the form of salary continuation and to pay any amounts due on account of his bonus on the date that bonuses are customarily paid to other employees.

50

---

(2)		Amounts were calculated based on the closing price on NASDAQ of our common stock on December 30, 201629, 2017 (the last trading day of the fiscal year) of $4.45.$5.36. The accelerated vesting of options is valued at (a) the difference between the December 30, 201629, 2017 closing price and the exercise price of the options multiplied by (b) the number of shares of common stock underlying the options. The accelerated vesting of RSUs and PRSUs is valued at the closing price on NASDAQ of our common stock on December 30, 201629, 2017 of $4.45$5.36 multiplied by the number of shares subject to the applicable RSUs and PRSUs. The PRSUs vest assuming 100% of target level achievement for the performance period during which a termination occurs. The amounts also include DEUs.
(3)		Assumes that health benefits would be continued under COBRA for eighteen months for Messrs. Meyer Greenstein and DonnellyGreenstein and twelve months for Messrs. Frear and Cady.Cook, and Ms. Witz. Amounts reported assume 20162018 rates.
(4)		We do not provide for any tax gross-ups. In the event a named executive officer would be subject to an excise tax under Section 4999 of the Internal Revenue Code (imposed on individuals who receive compensation in connection with a change of control that exceeds certain specified limits), the benefits to the named executive officer will be reduced to the extent that such benefits do not trigger the excise tax, unless the named executive officer would retain greater value (on an after-tax basis) by receiving all benefits and paying applicable excise, income and payroll taxes. Amounts shown are based on preliminary calculations that indicate

53

	that with the exception of Mr. Cady, the amountsamount payable to each named executive officersofficer would not be subject to the excise tax. With respect to Mr. Cady, the total payout amount shown reflects that Mr. Cady’s total payments would be reduced by an estimated amount of $658,812 in accordance with his employment agreement. Estimated amounts may materially differ from any actual amounts ultimately paid.
(5)		Mr. Meyer is also eligible to receive a prorated bonus for the year in which his employment is terminated. Payment is based on actual performance for such year and payable at such time as the bonuses for such year are paid to other senior executives of the Company. This potential payment is not determinable and is not reflected in the table above.

51

---

2017 CEO Pay Ratio

 

ITEM 2—ADVISORY VOTE TO APPROVE EXECUTIVE OFFICER COMPENSATION

We provide stockholders withAs required by Section 953(b) of the opportunity to cast an advisory vote to approveDodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our named executive officers every three years as disclosed pursuantemployees to the SEC’sannual total compensation disclosure rules (which disclosure includesof our Chief Executive Officer.

We determined that, as of December 31, 2017 (the date we identified for purposes of determining our employee population), our employee population consisted of approximately 3,185 individuals, of which 12 employees were located outside the Compensation DiscussionUnited States. This population consisted of our full-time, part-time, seasonal and Analysis,temporary workers and did not include any individuals classified as independent contractors. In accordance with the compensation tables,de minimus exemption under Item 402(u) of Regulation S-K, we excluded these 12 non-U.S. employees from our total employee population, specifically: 4 employees from Canada, 1 employee from Germany, 2 employees from Malaysia and 5 employees from the Philippines. These non-U.S. individuals represented less than 1% of our total estimated employee population as of December 31, 2017 of 3,185 individuals. After excluding these employees and the narrative disclosures that accompanyChief Executive Officer, we included 3,172 employees in our calculations to identify the median employee.

To identify the median employee from this employee population, we calculated each employee’s total compensation tables) (a “say-on-pay proposal”). We believe it is appropriateby reviewing employees’ W-2 wages for 2017. Given the even number of employees included in our calculation, we were unable to seek and take into accountidentify an employee who fell at the viewsactual “median” of stockholders on the design and effectivenessemployee population. Once we identified the two employees who fell at the mid-point of our executive compensation program.

Our goal for our executive compensation program is to motivate and retain a talented, entrepreneurial and creative team of executives who will provide leadership for success in the dynamic and highly competitive markets in whichemployee population, we operate. We seek to accomplish this goal in a way that rewards performance and is aligned with our stockholders’ long-term interests. We believe our executive compensation program, which emphasizes long-term equity awards, satisfies this goal and is strongly aligned with the long-term interests of stockholders.

At our 2014 annual meeting of stockholders, over 84%calculated all of the votes cast supportedelements of both employees’ compensation for the say-on-pay proposal. We encourage our stockholders to evaluate our executive compensation program over a multi-year horizon and to review our named executive officers’ compensation over the past three years as reported2017 fiscal year in the Summary Compensation Table on page 43. We have in the past been, and will in the future continue to be, engaged with our stockholders on a number of topics and in a number of forums. We view the advisory vote on executive compensation as an additional, but not exclusive, opportunity for our stockholders to communicate with us regarding their views on executive compensation. Our executive compensation program is designed to operate over a period of several years and to enhance long-term performance.

The Compensation Discussion and Analysis, beginning on page 29 of this proxy statement, describes our executive compensation program and the decisions made by the Compensation Committee in 2016 in more detail.

In accordance with the requirements of Section 14AItem 402(c)(2)(x) of Regulation S-K, and took the average of those two numbers in order to calculate the “annual total compensation” for purposes of calculating the required pay ratio. The annual total compensation of “Employee A” was $105,152, and the annual total compensation of “Employee B” was $124,530. This resulted in an estimated annual total compensation of $114,841. We believe that averaging these two numbers resulted in an annual total compensation that appropriately and reasonably portrays the median level of our employees’ overall compensation profile. To calculate the annual total compensation of our Chief Executive Officer, we used the amount reported for Mr. Meyer in the “Total” column of the Exchange Act and the related rules of the SEC, we will request that stockholders vote to approve the following resolution at the annual meeting:

RESOLVED, that the compensation paid to the named executive officers, as disclosed2017 Summary Compensation Table included in this proxy statement, pursuantwhich was $9,663,811.

Based on Mr. Meyer’s annual total compensation compared to the SEC’s executiveannual total compensation disclosureof our estimated median employee, our estimated pay ratio is 84:1.

This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules (which disclosure includes the Compensation Discussionbased on our payroll and Analysis, the compensation tables,employment records and the narrative disclosuresmethodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that accompany theemployee’s annual total compensation tables), is hereby approved.

As an advisory vote, this proposal is not binding on us, our boardallow companies to adopt a variety of directors or the Compensation Committee, and will not be construed as overruling a decision by our board of directors or the Compensation Committee or creating or implying any additional fiduciary duty for us, our board of directors or the Compensation Committee. However, the Compensation Committee and our board of directors values the opinions expressed by stockholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions regarding named executive officers.

Our current policy ismethodologies, to provide stockholders with an opportunity to approve the compensation of the named executive officers every three years at the annual meeting of stockholders. It is expected that the next such vote will occur at our 2020 annual meeting of stockholders.

This vote is not intended to address any specific item of compensation, but rather our executive compensation as disclosed in this proxy statement. Accordingly, your vote will not directly affect or otherwise limit any existing compensation or award arrangement of any of our named executive officers.

The board of directors recommends that stockholders vote “FOR” this proposal.

52

---

ITEM 3—ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION

In accordance with the requirements of Section 14A of the Exchange Act (which was added by the Dodd-Frank Act) and the related rules of the SEC, we are submitting for stockholder consideration a separate resolution to determine, in a non-binding, advisory vote, whether a stockholder vote to approve the compensation paid to our named executive officers should occur every one, two or three years (a “say-when-on-frequency vote”). We are required to hold this vote once every six years. While the results of the vote are non-binding and advisory in nature, the board of directors intends to consider the results of this vote.

After consideration, the board of directors has determined that an advisory vote on executive compensation that occurs every three years (triennially) is the most appropriate policy for us. Our reasons include:

	•		We value consistency and we do not expect our executive compensation program to change significantly from year to year;
	•		In our view, our executive compensation program does not contain any significant risks that might be of concern to our stockholders;
	•		A longer frequency is generally consistent with our long-term compensation objectives; and
	•		Our executive compensation program is designed to reward and incentivize long-term performance and a triennial vote corresponds more closely with our long-term incentive awards, which typically vest over a three or four year period.

We encourage our stockholders to evaluate our executive compensation program over a multi-year horizonapply certain exclusions, and to review our named executive officers’make reasonable estimates and assumptions that reflect their compensation over the past three fiscal years aspractices. The pay ratio reported in the Summary Compensation Table. We believe that a triennial advisory vote on executive compensation reflects the appropriate time frame for our board of directors and Compensation Committee to evaluate the results of the most recent advisory vote on executive compensation, to discuss the implications of that vote with stockholders to the extent needed, to develop and implement any adjustments to our executive compensation program that may be appropriate in light of a past advisory vote on executive compensation, and for stockholders to see and evaluate the Compensation Committee’s actions in context. Because the advisory vote on executive compensation occurs after we have already implemented our executive compensation program for the current year, and because the different elements of compensation are designed to operate in an integrated manner and to complement one another, in certain cases itby other companies may not be appropriate or feasiblecomparable to fully addressthe pay ratio reported above, as other companies may have different employment and respond to any one year’s advisory vote on executive compensation by the time of the following year’s annual meeting of stockholders.

We have in the past been, and will in the future continue to be, engaged with our stockholders on a number of topics and in a number of forums. We view the advisory vote on executive compensation as an additional, but not exclusive, opportunity for our stockholders to communicate with us regarding their views on executive compensation. In addition, because our executive compensation program has not typically changed materially year-to-year and is designed to operate over the long-term and to enhance long-term performance, an annual advisory vote on executive compensation could lead to a near-term perspective inappropriately bearing on our executive compensation programs. We believe that holding an advisory vote on executive compensation every three years will reflect the right balance of considerations in the normal course, but we intend to periodically reassess that view and can provide for an advisory vote on executive compensation on a more frequent basis if changes in our compensation program or other circumstances suggest that such a vote would be appropriate.

Stockholders will be able to specify one of four choices for this proposal on the proxy card: three years, two years, one year or abstain. Stockholders are not voting to approve or disapprove the board’s recommendation. This advisory vote on the frequency of future advisory votes on executive compensation is non-binding on the board of directors. Notwithstanding the board’s recommendation and the outcome of the stockholder vote, the board may in the future decide to conduct advisory votes on a more or less frequent basispractices and may vary its practice based on factors

53

---

such as discussions with stockholdersutilize different methodologies, exclusions, estimates and the adoption of material changes to compensation programs.assumptions in calculating their own pay ratios.

54

The board of directors recommends that stockholders vote “THREE YEARS” with respect to the frequency with which stockholders are provided an advisory vote on the compensation paid to our named executive officers.

54

---

ITEM 4—2—RATIFICATION OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTANTS

The Audit Committee is directly responsible for the appointment, compensation (including approval of the audit fee), retention and oversight of the independent registered public accounting firm that audits our financial statements and our internal control over financial reporting. In addition, the Audit Committee assists the board of directors in its oversight of:

	• ●		The integrity of our financial statements and our accounting and financial reporting processes and systems of internal control over financial reporting;
	•
	●	Our compliance with legal and regulatory requirements;
	•
	●	Our independent auditors’ qualifications, independence and performance;
	•
	●	The performance of our internal audit function; and
	•
	●	Our assessment of risks and risk management guidelines and policies.

The Audit Committee is composed solely of independent directors meeting the requirements of applicable SEC and NASDAQ rules. Each member is financially literate for audit committee purposes under the NASDAQ rules. The key responsibilities of the Audit Committee are set forth in its charter, which was adopted by us and approved by the board of directors and is posted under “Corporate Governance” in the Investor Relations section of our website atwww.siriusxm.com.

The Audit Committee has selected KPMG LLP (“KPMG”) as our independent registered public accountants for 2017. KPMG has served as our independent registered public accountants since 2008. The Audit Committee regularly reviews KPMG’s independence and performance in deciding whether to retain KPMG or engage another firm as our independent registered public accountants. In the course of these reviews, the Audit Committee considers, among other things:

	•		KPMG’s historical and recent performance on our audit;
	•		KPMG’s capability and expertise in handling the breadth and complexity of our operations;
	•		KPMG’s known legal risks and any significant legal or regulatory proceedings in which it is involved;
	•		data on audit quality and performance, including recent Public Company Accounting Oversight Board reports on KPMG and its peer firms;
	•		the appropriateness of KPMG’s fees for audit and non-audit services, on both an absolute basis and as compared to its peer firms;
	•		KPMG’s independence; and
	•		KPMG’s tenure as our independent registered public accountants, including the benefits of having an independent registered public accountant that is familiar with us, and the controls and processes that help ensure KPMG’s independence.

In accordance with SEC rules and KPMG policies, audit partners are subject to rotation requirements to limit the number of consecutive years an individual partner may provide service to us. For lead and concurring audit partners, the maximum number of consecutive years of service in that capacity is five years. The process for selection of our lead audit partner pursuant to this rotation policy involves a meeting between the Chair of the Audit Committee and the candidate for the role, as well as discussion by the full Audit Committee and with management.

The Audit Committee and the board of directors believe that the continued retention of KPMG LLP (“KPMG”) as our independent registered public accounting firm is in the best interest of our stockholders, and we are asking stockholders to ratify the selection of KPMG as our independent registered public accounting firm for 2017.2018. Although ratification is not required by our By-laws, applicable law or otherwise, the board of directors is submitting the selection of KPMG to stockholders for ratification because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate practice. In the event that our stockholders do not ratify the selection, it will be considered a recommendation to the board of directors and the Audit Committee to consider the selection of a different firm. Even if the selection is ratified, the Audit Committee

55

---

may in its discretion select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders. Representatives of KPMG are expected to be present at the annual meeting to answer questions. They also will have the opportunity to make a statement if they desire to do so.

The board of directors recommends a vote “FOR” the ratification of KPMG LLP as our independent registered public accountants for 2017.2018.

Principal Accountant Fees and Services

The following table sets forth the fees billed to us by KPMG as of and for the years ended December 31, 20162017 and 2015:2016:

		For the Years Ended December 31,
		2016							2015
Audit fees(1)			$		2,301,415					$		1,972,700
Audit-related fees(2)					81,500							189,750
Tax fees(3)					—							—
All other fees(4)					—							—
			$		2,382,915					$		2,162,450

			For the Years Ended December 31,
			2017				2016
Audit fees(1)			$2,537,000				$2,301,415
Audit-related fees(2)			85,800				81,500
Tax fees(3)			—				—
All other fees(4)			—				—
			$2,622,800				$2,382,915

 

	(1)		Audit fees consists of fees for services related to the financial statement audit, quarterly reviews, audit of internal control over financial reporting, accounting consultations with KPMG’s National Office, comfort letters, SEC comment letters, audit services that are normally provided by independent auditors in connection with regulatory filings or engagements, and statutory audits. The amount also includes reimbursement for direct out-of-pocket travel and other sundry expenses.
(2)		Audit-related fees related to audits of employee benefit plans, financial due diligence services and other attestation services.
(3)		Tax services consist of services relating to state and local tax compliance services. There were no tax fees billed to us in 20152016 or 2016. 2017.

55

(4)

All other services are fees for any products or service not included in the first three categories. There were no other fees billed to us in 20152016 or 2016. 2017.

Pre-Approval Policy for Services of Independent Auditor

It is the Audit Committee’s responsibility to review and consider, and ultimately pre-approve, all audit and permitted non-audit services to be performed by our independent registered public accounting firm. In accordance with its charter, the Audit Committee’s pre-approval policies with respect to audit and permitted non-audit services to be provided by our independent registered public accounting firm are as follows:

	• ●		The independent registered public accounting firm is not permitted to perform consulting, legal, book-keeping, valuation, internal audit, management functions, or other prohibited services, under any circumstances;
	•
	●	The engagement of our independent registered public accounting firm, including related fees, with respect to the annual audits and quarterly reviews of our consolidated financial statements is specifically approved by the Audit Committee on an annual basis;
	•
	●	The Audit Committee reviews and pre-approves a detailed list of other audit and audit-related services annually or more frequently, if required. Such services generally include services performed under the audit and attestation standards established by regulatory authorities or standard setting bodies and include services related to SEC filings, employee benefit plan audits and subsidiary audits;

56

---

	•
	●	The Audit Committee reviews and pre-approves a detailed list of permitted non-audit services annually or more frequently, if required; and
	•
	●	The Audit Committee pre-approves each proposed engagement to provide services not previously included in the approved list of audit and non-audit services and for fees in excess of amounts previously pre-approved.

The Audit Committee has delegated to the chair of the Audit Committee the authority to approve permitted services by the independent registered public accounting firm so long as he or she reports decisions to the Audit Committee at its next meeting.

All of the services covered under the captions “Audit Fees” and “Audit-Related Fees” were pre-approved by the Audit Committee.

WhoREPORT OF THE AUDIT COMMITTEE

The Audit Committee is composed solely of independent directors meeting the Audit Committee’s financial expert?

Our boardrequirements of directors has determined that Joan L. Amble,applicable SEC and NASDAQ rules. Each member is financially literate for audit committee purposes under the chairwomanNASDAQ rules, and each member of the Audit Committee and an independent director, is qualifiedalso qualifies as an “audit committee financial expert” within the meaning of SEC regulations and that she is “financially sophisticated” within the meaning of the NASDAQ listing standards. The key responsibilities of the Audit Committee are set forth in its charter, which was adopted by us and approved by the board of directors and is posted under “Corporate Governance” in the Investor Relations section of our website atwww.siriusxm.com.

REPORT OF THE AUDIT COMMITTEE

As described more fully in its charter, the purpose of the Audit Committee is to assist our board of directors in its general oversight of our financial reporting, internal control and audit functions. Management is responsible for the preparation, presentation and integrity of our consolidated financial statements; accounting and financial reporting principles; and internal controls and procedures designed to ensure compliance with accounting standards, applicable laws and regulations. KPMG, our independent registered public accounting firm, is responsible for performing an independent audit of our consolidated financial statements and the effectiveness of internal control over financial reporting in accordance with auditing standards of the Public Company Accounting Oversight Board (United States) (the “PCAOB”).

The Audit Committee has selected KPMG as our independent registered public accountants for 2018. KPMG has served as our independent registered public accountants since 2008. The Audit

56

Committee is responsible for the appointment, compensation and oversight of our independent registered public accountants. The Audit Committee regularly reviews KPMG’s independence and performance in deciding whether to retain KPMG or engage another firm as our independent registered public accountants. In the course of these reviews, the Audit Committee considers, among other things:

	●	KPMG’s historical and recent performance on our audit;
	●	KPMG’s capability and expertise in handling the breadth and complexity of our operations;
	●	KPMG’s known legal risks and any significant legal or regulatory proceedings in which it is involved;
	●	data on audit quality and performance, including recent PCAOB reports on KPMG and its peer firms;
	●	the appropriateness of KPMG’s fees for audit and non-audit services, on both an absolute basis and as compared to its peer firms;
	●	KPMG’s independence, including the possible effects of its provision of non-audit fees and services on its independence; and
	●	KPMG’s tenure as our independent registered public accountants, including the benefits of having an independent registered public accountant that is familiar with us, and the controls and processes that help ensure KPMG’s independence.

In accordance with SEC rules and KPMG policies, audit partners are subject to rotation requirements to limit the number of consecutive years an individual partner may provide service to us. For lead and concurring audit partners, the maximum number of consecutive years of service in that capacity is five years. The process for selection of our lead audit partner pursuant to this context,rotation policy involves a meeting between the Chair of the Audit Committee and the candidate for the role, as well as discussion by the full Audit Committee and with management. The lead partner from KPMG assigned to us has served in that role since 2014.

The Audit Committee engages in an annual evaluation of our independent registered public accounting firm’s qualifications, assessing the firm’s quality of service, the firm’s sufficiency of resources, the quality of the communication and interaction with the firm, and the firm’s independence, objectivity, and professional skepticism. The Audit Committee also considers the advisability and potential impact of selecting a different independent public accounting firm.

The Audit Committee and the board of directors believe that the continued retention of KPMG as our independent registered public accounting firm is in the best interest of our stockholders.

The Audit Committee has met and held discussions with management and the independent registered public accounting firm regarding the fair and complete presentation of our results and the assessment of our internal control over financial reporting. The Audit Committee has discussed significant accounting policies applied by us in our financial statements, as well as, when applicable, alternative accounting treatments. Management has represented to the Audit Committee that our consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America, and the Audit Committee has reviewed and discussed the consolidated financial statements with management and KPMG.

The Audit Committee also reviewed and discussed our compliance with Section 404 of the Sarbanes-Oxley Act of 2002. In this regard, the Audit Committee reviewed and discussed, with management and our independent registered public accounting firm, management’s annual report on the effectiveness of internal control over financial reporting as of December 31, 20162017 and KPMG’s related attestation report.

The Audit Committee has discussed with KPMG the matters that are required to be discussed under PCAOB standards. The Audit Committee discussed with KPMG matters required to be discussed by Auditing Standard No. 1301,Communications with Audit Committees, as adopted by the PCAOB, and Rule 2-07,Communication with Audit Committees, of Regulation S-X. The Audit Committee has concluded that KPMG’s provision of audit and non-audit services to us and our affiliates is compatible with KPMG’s independence.

57

At each regularly scheduled meeting, the Audit Committee met and held discussions with management, our internal auditors and KPMG. Prior to their issuance, the Audit Committee reviewed and discussed our quarterly and annual consolidated financial statements (including the presentation of non-GAAP financial information) and disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (including significant accounting

57

---

policies and judgments) with management, our internal auditors and KPMG. TheDuring 2017, management, our internal auditors and KPMG also made presentations to the Audit Committee also reviewedon specific topics of interest, including: our policies and practices with respect to financial risk assessment, as well as processes and practices with respect to enterprise risk assessment process; our information technology systems and controls; our federal and state income tax positions, including our tax strategy and risks; benefit plan fund management; our critical accounting policies; new accounting guidance and the potential impact of new accounting pronouncements; our ethics and compliance program; risk management initiatives and controls for various acquisitions; our strategy and management including discussions of individual risk areas, as well as an annual summary of the overall process.implementation of new systems; and cyber security.

The Audit Committee discussed with KPMG the overall scope and plans for their audit and approved the terms of their engagement letter.letter, including the fees and non-audit fees payable to KPMG. The Audit Committee is ultimately responsible for the amounts we pay KPMG. In 2017, the Audit Committee tasked management to negotiate a proposed fee arrangement with KPMG and present it to the Audit Committee. After a review of the proposed fee arrangement, including the projected hours and other costs, the Audit Committee approved a one year engagement letter with KPMG. The Audit Committee has also discussed with our Senior Vice President, Internal Audit, the overall scope of and plans for our internal audits. The Audit Committee met with KPMG and with our internal auditors, in each case, with and without other members of management present, to discuss the results of their respective examinations, the evaluations of our internal controls and the overall quality and integrity of our financial reporting. Additionally, the Audit Committee reviewed the performance, responsibilities, budget and staffing of our internal audit department. The Audit Committee also has established, and overseen compliance with, procedures for our receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters and our employees’ confidential and anonymous submissions of concerns regarding questionable accounting or auditing matters.

The Audit Committee discussed with KPMG their independence from the Company and our management, including the matters, if any, in the written disclosures delivered pursuant to the applicable requirements of the PCAOB. The Audit Committee also reviewed our hiring policies and practices with respect to current and former employees of the independent registered public accounting firm. The Audit Committee preapproved, in accordance with its preapproval policy described above, all services provided by the independent registered public accounting firm and considered whether the provision of such services to us is compatible with maintaining their independence.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the board of directors, and the board approved, that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 20162017 filed with the SEC.

This report is provided by the following independent directors, who comprise the Audit Committee:

JJoanOAN L. AmbleMBLE, Chairwoman
E

EddyDDYW. Hartenstein

ARTENSTEINVanessa
VANESSAA. WITTMANittman

58

58

---

OTHER MATTERS

 

OTHER MATTERS

Our board of directors does not intend to present, or have any reason to believe others will present, any other items of business. If other matters are properly brought before the annual meeting, the persons named in the accompanying proxy will vote the shares represented by it in accordance with the recommendation of our board of directors.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY

MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON
MAY 18, 2017

JUNE 5, 2018

This proxy statement and our annual report for the fiscal year ended December 31, 20162017 are available for you to view online athttp://www.envisionreports.com/SIRI.SIRI.

By Order of the Board of Directors,

	By Order of the Board of Directors,
	Patrick L. Donnelly
	Executive Vice President, General Counsel and Secretary

Patrick L. Donnelly
Executive Vice President,
General Counsel and Secretary

New York, New York

April 4, 2017

We make available, free of charge on our website, all of our filings that are made electronically with the SEC, including Forms 10-K, 10-Q and 8-K. To access these filings, go to our website, www.siriusxm.com, and click on “Reports & Filings” and then on “SEC Filings” under the “Investor Relations” heading. Copies of our Annual Report on Form 10-K for the fiscal year ended December 31, 2016, including financial statements and schedules thereto, are also available without charge to stockholders upon written request addressed to:

Investor Relations
Sirius XM Holdings Inc.
1290 Avenue of the Americas
11th Floor
New York, New York 10104

59

---

23, 2018

 

We make available, free of charge on our website, all of our filings that are made electronically with the SEC, including Forms 10-K, 10-Q and 8-K. To access these filings, go to our website, www.siriusxm.com, and click on “Reports & Filings” and then on “SEC Filings” under the “Investor Relations” heading. Copies of our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, including financial statements and schedules thereto, are also available without charge to stockholders upon written request addressed to:
	Investor Relations
	Sirius XM Holdings Inc.
	1290 Avenue of the Americas
	11th Floor New York, New York 10104

59

				Admission Ticket
	IMPORTANT ANNUAL MEETING INFORMATION
				Electronic Voting Instructions
				Available 24 hours a day, 7 days a week!
				Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy.
				VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.
				Proxies submitted by the Internet or telephone must be received by 11:59 p.m., Eastern Time, on May 17, 2017.June 4, 2018.

	Vote by Internet
	•	Go towww.envisionreports.com/SIRI
	•	Or scan the QR code with your smartphone
	•	Follow the steps outlined on the secure website

	Vote by telephone
	•	Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone
	•	Follow the instructions provided by the recorded message

Using ablack ink pen, mark your votes with anX as shown in this example. Please do not write outside the designated areas.

X

Annual Meeting Proxy Card

 

▼ IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. ▼

 

 A  Proposals — Sirius XM’s Directors recommend a voteFOR each director nominee andFOR Proposals 2 and 4 and a vote for stockholder approval EVERY (3) YEARS on Proposal 3.2.

 

1.

Election of Directors:

For

Withhold

For

Withhold

For

Withhold

01 - Joan L. Amble

o

o

02 - George W. Bodenheimer

o

o

03 - Mark D. Carleton

o

o

04 - Eddy W. Hartenstein

o

o

05 - James P. Holden

o

o

06 - Gregory B. Maffei

o

o

07 - Evan D. Malone

o

o

08 - James E. Meyer

o

o

09 - James F. Mooney

o

o

10 - Carl E. VogelMichael Rapino

o

o

11 - Vanessa A. WittmanCarl E. Vogel

o

o

12 - David M. Zaslav

o

o

For

Against

Abstain

1 Year

2 Years

3 Years

Abstain

2.

Advisory vote to approve the named executive officers’ compensation.

o

o

o

3.

Advisory vote on frequency of future executive compensation votes.

o

o

o

o

4.

Ratification of the appointment of KPMG LLP as our independent registered public accountants for 2017.

o

o

o

Yes

No

IF NO BOXES ARE MARKED AND THE PROXY IS SIGNED, THIS PROXY WILL BE VOTED IN THE MANNER DESCRIBED ON THE REVERSE SIDE. Please indicate if you plan on attending this meeting.

o

o

For

Against

Abstain

2.

Ratification of the appointment of KPMG LLP as our independent registered public accountants for 2018.

o

o

o

IF NO BOXES ARE MARKED AND THE PROXY IS SIGNED, THIS PROXY WILL BE VOTED IN THE MANNER DESCRIBED ON THE REVERSE SIDE.

 

 B   Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below

 

The signature should correspond exactly with stockholder’s name as printed to the left. In case of joint tenancies, co-executors, or co-trustees, both should sign. Persons signing as Attorney, Executor, Administrator, Trustee or Guardian should give their full title.

 

Date (mm/dd/yyyy) — Please print date below.				Signature 1 — Please keep signature within the box.		Signature 2 — Please keep signature within the box.
/                 /

 

	1 U P X
	02SD6C

SIRIUS XM HOLDINGS INC.

ADMISSION TICKET

20172018 ANNUAL MEETING OF STOCKHOLDERS

THURSDAY, MAY 18, 2017

TUESDAY, JUNE 5, 2018
8:30 A.M. EASTERN TIME

TO BE HELD AT

THE PALEY CENTER FOR MEDIA

25 WEST 52 STREET

NEW YORK, NEW YORK 10019

THIS TICKET MUST BE PRESENTED TO ENTER THE MEETING

 

Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Stockholders.

The Proxy Statement and 20162017 Annual Report are available at:http://www.envisionreports.com/SIRI

 

▼ IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. ▼

 

 

Proxy — Sirius XM Holdings Inc.

 

Proxy Solicited on behalf of the Board of Directors of Sirius XM Holdings Inc.

 

The undersigned hereby appoints Patrick L. Donnelly and Ruth A. Ziegler, and each of them, proxies, with full power of substitution, for and on behalf of the undersigned to represent the undersigned and vote, as directed and permitted herein, the undersigned’s shares of Sirius XM Holdings Inc. common stock (including any shares of common stock which the undersigned has the right to direct the proxies to vote under the Sirius XM Radio Inc. 401(k) Savings Plan) at the Annual Meeting of Stockholders of Sirius XM Holdings Inc. to be held on Thursday, May 18, 2017,Tuesday, June 5, 2018, at 8:30 A.M., Eastern time, in The Paley Center for Media, 25 West 52 Street, New York, New York 10019 and at any adjournments or postponements thereof upon all matters set forth on the reverse side hereof and, in their judgment and discretion, upon such other business as may properly come before the meeting.

 

This proxy when properly executed will be voted in the manner directed on the reverse side hereof by the undersigned.If this proxy is executed but no direction is given, this proxy will be voted FOR all nominees listed herein under Proposal 1 and FOR Proposals 2 and 4 and a vote for stockholder approval EVERY (3) YEARS on Proposal 3.2.

 

(Continued and to be dated and signed on the reverse side)

 

 C   Non-Voting Items

 

Change of Address — Please print new address below.		Comments — Please print your comments below.

 

IF VOTING BY MAIL, YOUMUST COMPLETE SECTIONS A - C ON BOTH SIDES OF THIS CARD.