UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

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Sirius XM Holdings Inc.

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Dear Fellow Stockholders:

While this annual report covers the highlights of SiriusXM’s performance in 2019, I want to start by addressing the global health crisis that is impacting every part of our lives in 2020 and share with you the ways in which our employees have been working to address this situation in recent months.

Dear Fellow Stockholders,Like many others, the coronavirus has brought significant challenges to our business, and we do not yet know how it will affect our 2020 results. What I can tell you today is that the resilience and creativity of our employees during this difficult time has been remarkable. Our audio service and related businesses are strong and we are continuing to deliver the best content in audio entertainment across our SiriusXM and Pandora platforms. Our channels and services, which have the power to both entertain and inform, have never been more valuable to people who use them every day.

ForI could not be prouder to be leading this team as we work together to provide a sense of community for millions of listeners in North America at a time when they need it most.

Looking Back: 2019 At a Glance

In 2019, SiriusXM 2017 wasfurther established its position as the leader in audio entertainment in North America. We completed our acquisition of Pandora, expanded relationships with major media talent and brands, and continued to deliver a record-setting year.growing base of paid subscribers and ad-supported listeners. We have unmatched content, a powerful high-margin subscription business, deep and long-term commitments from automakers, and a growing distribution of SiriusXM services and content, in both audio and video form, that reach well beyond the car.

Today, we have more more scale, resources and flexibility than ever before. And we are using this unmatched firepower to execute on our strategy – by investing in our brands, content, product and expanded distribution, both in and out of the car.

In 2019, our subscriber base achieved record levels and continued to grow. We achieved strong financial and operational performance while forging new paths for future value creation. Today, we are better positioned than ever to leverage our unparalleled content, our relationships with car makers, our ability to scale, our business strength, and our balance sheet to capitalize on the growth opportunities in front of us.

Last year we reported record levels of subscribers, revenues and profits,EBITDA, while driving significant free cash flow and we made considerable progress on a varietyreturning capital to stockholders. Highlights of strategic initiatives to build for the future. I am proud of what we achieved in 2017:year include:

In 2019, we achieved:

The Best Audio Entertainment Available Today

The heart of our value proposition continues to be our unrivaled content offering and easy-to-use service. We have a powerful platform and national reach, and we are continuously enhancing the best bundle of compelling, timely and entertaining audio programming available anywhere.

In 2017, our content again took great strides:

Letter From Our CEOJim Meyer

We are deepeningLetter From Our CEOJim Meyer

Letter From Our CEOJim Meyer

NOTICE OF 2018 ANNUAL MEETING OF STOCKHOLDERSNotice of 2020

Annual Meeting of Stockholders

Whether or not you expect to attend in person,the virtual meeting, we urge you to vote your shares over the Internet, by phone, or by signing, dating, and returning a proxy card at your earliest convenience.

Voting over the Internet or by telephone is fast and convenient, and your vote is immediately confirmed and tabulated. By using the Internet or telephone, you help us reduce postage, printing and proxy tabulation costs.

By Order of the Board of Directors,

PATRICK L. DONNELLY

Executive Vice President, General Counsel and Secretary

New York, New York
April 23, 201821, 2020

TABLE OF CONTENTSTable Of Contents

Proxy Statement Summary

2020 Annual Meeting of Stockholders

PROXY VOTING

Stockholders of record on the record date are entitled to vote by proxy before the meeting in the following ways:

By calling 1-800-690-6903 (toll free) in the United States or Canada		Online at www.proxyvote.com		By returning a properly completed, signed and dated proxy card

Annual Meeting Agenda and Voting Recommendations

12901221 Avenue of the Americas
11th35th Floor

New York, New York 1010410020

Proxy Statement

PROXY STATEMENT

This proxy statement contains information related to the annual meeting of stockholders of Sirius XM Holdings Inc. (the “Company,” “SiriusXM,” “we,” “us” or “our”) to be held virtually on Tuesday,Thursday, June 5, 2018,4, 2020, beginning at 8:30 a.m., New York City time, EDT, at The Paley Center for Media, 25 West 52nd Street, New York, New York 10019,www.virtualshareholdermeeting.com/SIRI2020, and at any adjournments or postponements thereof. This proxy statement is first being distributed or made available, as the case may be, to stockholders on or about April 23, 2018.21, 2020.

ABOUT THE MEETINGAbout the Meeting

What is the purpose of the annual meeting?WHAT IS THE PURPOSE OF THE ANNUAL MEETING?

At our annual meeting, stockholders will act upon the following matters outlined in the Notice of 20182020 Annual Meeting of Stockholders, including:

At the annual meeting, management will also report on our performance and respond to appropriate questions from stockholders. On April 12, 20189, 2020 (the “Record Date”), 4,479,621,8604,378,596,200 shares of our common stock were outstanding.

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PROXY STATEMENT •ABOUT THE MEETING

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PROXY STATEMENT •ABOUT THE MEETING

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How do I vote?PROXY STATEMENT •ABOUT THE MEETING

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2020 PROXY STATEMENT

PROXY STATEMENT •ABOUT THE MEETING

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ITEMItem 1—ELECTION OF DIRECTORSElection of Directors

TwelveThirteen director nominees are standing for election at the annual meeting. The Nominating and Corporate Governance Committee of our board of directors has nominated the director nominees listed below after consideration of each individual’s qualifications, contributions to the companyCompany and other reasons discussed in this proxy statement.

On April 13, 2018, Vanessa A. Wittman, a member of our board of directors and Audit Committee, informed the Chairman of the Board that she will not stand for re-election at our 2018 Annual Meeting of Stockholders but will serve on both for the remainder of her term. Ms. Wittman has advised the Chairman of the Board that her decision to not stand for re-election did not involve any disagreement with us.

The Nominating and Corporate Governance Committee believes that a well-functioning board includes a diverse group of individuals who bring a variety of complementary skills, experiences and perspectives. Although ourOur board of directors does not haveis committed to having a formal policy with regard to the considerationdiverse board. The charter of diversity in identifying director candidates, diversity is one of the factors that the Nominating and Corporate Governance Committee provides that the Committee may pursuant to its charter, take into accountinclude diversity in identifying director candidates. In furtherance of this commitment, the Nominating and Corporate Governance Committee requires that any list of candidates to be considered by the Committee for nomination to our board include candidates with a diversity of race, ethnicity and gender. Any third party consultant asked to furnish an initial list will be requested to include such candidates.

The Nominating and Corporate Governance Committee generally considers each nominee in the broad context of the overall composition of our board of directors with a view toward constituting a board that, as a group, possesses the appropriate mix of skills and experience to oversee our business. The experience, qualifications, attributes, or skills that led the Nominating and Corporate Governance Committee to conclude that our nominees should serve on the board of directors are generally described in the biographical information below.

In 2019, we did not pay a fee to any third party to identify, evaluate or assist in identifying, or evaluate potential nominees for our board of directors.

Set forth below are the nominees proposed to be elected to serve until the 20192021 annual meeting of stockholders or until their respective successors have been duly elected and qualified.

To be elected as a director, each nominee must receive a plurality of the votes cast by the holders of our common stock.

Should any nominee become unable or unwilling to accept election, the proxy holders may vote the proxies for the election, in his or her stead, of any other person our board of directors may nominate or designate. Each nominee has consented to serve as a director if elected.

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Biographical information about this year’s nominees:

Name JOAN L. AMBLE Age: 66 POSITION, PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE AND DIRECTORSHIPS		Age		Position, Principal Occupation, Business Experience and Directorships
Joan L. Amble		64		Ms. Amble has been a director since July 2008. From December 2006 until the closing of our merger with XM Satellite Radio Holdings Inc. (“XM”) in July 2008, Ms. Amble served as a director of XM.
				Since October 2016, Ms. Amble has been an independent advisor to the Risk and Audit Committee of the Executive Committee of the United States affiliate of Société Générale S.A., a French multinational banking and financial services company. From May 2011 until her retirement in December 2011, Ms. Amble was the Executive Vice President, Finance, of the American Express Company and also served as its Executive Vice President, Principal Accounting Officer and Comptroller, from December 2003 until May 2011. Prior to joining American Express, Ms. Amble served as Chief Operating Officer and Chief Financial Officer of GE Capital Markets, a service business within GE Capital Services, Inc., overseeing securitizations, debt placement and syndication, as well as structured equity transactions. From 1994 to March 2003, Ms. Amble served as Vice President, Controller and Chief Accounting Officer of GE Capital. Ms. Amble serves as a member of the board of directors of Booz Allen Hamilton Holding Corporation and Zurich Insurance Group. Ms. Amble also served as a director of Brown Forman Corporation and SG Americas Securities Holdings, LLC, a subsidiary of Société Générale S.A., during the last five years.
					Key Attributes, Experience and Skills:
				Ms. Amble has extensive experience in financial reporting, including experience with the rules and regulations of the SEC, based, in part, on her experience at Ernst Young, the Financial Accounting Standards Board, the General Electric Company and American Express.SEC. Ms. Amble also has experience in the areas of financial controls; Sarbanes-Oxley Act compliance; operations; risk management; six sigma quality; and corporate governance.

Name GEORGE W. BODENHEIMER Age: 61 POSITION, PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE AND DIRECTORSHIPS		Age		Position, Principal Occupation, Business Experience and Directorships
George W. Bodenheimer		59		Mr. Bodenheimer has been a director since September 2013.
				From December 20182017 to March 2019,2018, Mr. Bodenheimer was the Acting ChairChairman of the board of directors of ESPN, Inc., the multimedia, multinational sports entertainment company. Mr. Bodenheimer retired in May 2014 as Executive Chairman of ESPN, Inc. He was Executive Chairman of ESPN, Inc. from January 2012 until May 2014. He served as Co-Chairman of Disney Media Networks from April 2004 until January 2012 and as President of ABC Sports from March 2003 until January 2012. Mr. Bodenheimer was named President of ESPN in November 1998, a position he held until January 2012. Mr. Bodenheimer joined ESPN in 1981 and served in a variety of senior sales and marketing positions prior to his appointment as President. Mr. Bodenheimer serves as a member of the board of directors of Under Armour, Inc.
					Key Attributes, Experience and Skills:
				Mr. Bodenheimer has extensive experience in: marketing, promoting and producing sports and entertainment programming, including live major sporting events; identifying emerging sports properties; and assessing on-air and executive talent. Mr. Bodenheimer also has unique experience in evaluating and assessing the desirability of sports properties that are likely to be attractive to both the core demographics of our subscriber base and other segments of our existing and targeted customer base. The board of directors believes this experience is a significant asset to our company.

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ITEM 1—ELECTION OF DIRECTORS

Name MARK D. CARLETON Age: 59 POSITION, PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE AND DIRECTORSHIPS		Age		Position, Principal Occupation, Business Experience and Directorships
Mark D. Carleton		57		Mr. Carleton has been a director since December 2014.
				Mr. Carleton has been a Senior Advisor to Liberty Media Corporation since July 2019. From October 2016 to July 2019, Mr. Carleton was the Chief Financial Officer of Liberty Media Corporation (“Liberty Media,” which term includes its predecessors), Liberty Broadband Corporation (“Liberty Broadband”) and Liberty Interactive Corporation (“Liberty Interactive”) (now known as Qurate Retail, Inc. (“Qurate”) since October 2016, and(formerly known as Liberty Interactive Corporation). He also served as theChief Financial Officer of GCI Liberty, Inc. from March 2018 until July 2019. Mr. Carleton previously served as Chief Development Officer of Liberty Media, Qurate, Liberty Broadband and Liberty Interactive from January 2016 until October 2016. Mr. Carleton was also the Chief Development Officer of Liberty TripAdvisor Holdings, Inc. (“Liberty TripAdvisor”) from January 2016 to September 2016. Mr. Carleton served2016, as a Senior Vice President of Liberty Media from December 2003January 2013 to December 2015, Liberty InteractiveQurate from November 2014 to December 2015 and Liberty Broadband from October 2014 to December 2015.2015, and as a Senior Vice President of predecessors of Liberty Media and Qurate from December 2003 to January 2013. Prior to joining Liberty Media, Mr. Carleton was a partner at KPMG LLP from 1993 to 2003, where he also served as a member of KPMG LLP’s Board of Directors. Mr. Carleton previously served as a director of Sirius XM Radio Inc. from January 2013 to September 2013. Mr. Carleton currently serves as a director of Live Nation Entertainment, Inc. and Barnes & Noble, Inc. Mr. Carleton also served on the boardsboard of directors of Air Methods Corporation, Barnes & Noble, Inc. and Ideiasnet during the last five years.
					Key Attributes, Experience and Skills:
				Mr. Carleton has extensive experience in the media, telecommunications and entertainment industries; this experience is very valuable in assessing and evaluating opportunities and our plans from both a short- and long-term perspective. He also brings to the board, among his other skills and qualifications, financial and accounting expertise acquired as the Chief Financial Officer of Liberty Media, Liberty Interactive andQurate, Liberty Broadband and GCI Liberty, Inc. and as a partner at KPMG LLP. In addition, Mr. Carleton’s service on other public company boards has provided him with a number of skills, including experience in the areas of leadership development and succession planning, risk assessment, and stockholder and government relations.

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Name EDDY W. HARTENSTEIN Age: 69 POSITION, PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE AND DIRECTORSHIPS		Age		Position, Principal Occupation, Business Experience and Directorships
Eddy W. Hartenstein		67		Mr. Hartenstein has been a director since July 2008, has served as the chairman of our board from November 2009 to April 2013 and has served as our lead independent director since April 2013. From May 2005 until the closing of the merger with XM in July 2008, Mr. Hartenstein served as a director of XM.
				Mr. Hartenstein was the non-executive Chairman of the Board of Tribune Publishing, a leading diversified media company that included the Los Angeles Times, from August 2014 through January 2016. Mr. Hartenstein retired as the Publisher and Chief Executive Officer of the Los Angeles Times in August 2014, a position he held since August 2008. In addition, Mr. Hartenstein served as Co-President of the Tribune Company from October 2010 to May 2011 and as President and Chief Executive Officer from May 2011 until January 2013. In December 2008, the Tribune Company filed for Chapter 11 bankruptcy protection and, under his leadership, emerged in December 2012. Mr. Hartenstein was Vice Chairman and a member of the board of directors of The DIRECTV Group, Inc. (formerly Hughes Electronics Corporation), a television service provider, from December 2003 until his retirement in December 2004. He served as Chairman and Chief Executive Officer of DIRECTV, Inc. from late 2001 through 2004 and as President of DIRECTV, Inc. from its inception in 1990 to 2001. Previously, Mr. Hartenstein served in various capacities for Hughes Communications, Inc., a provider of satellite-based communications, Equatorial Communications Services Company, a provider of telephony and data distribution services, and NASA’s Jet Propulsion Laboratory, the lead U.S. center for robotic exploration of the solar system. Mr. Hartenstein also serves as a member of the board of directors of tronc,Tribune Publishing Company, Broadcom, Inc., Broadcom Limited and TiVo Corporation (and Rovi Corporation prior to its merger with TiVo Corporation). Mr. Hartenstein served as a director of SanDisk Corporation, Yahoo! Inc. and The City of Hope during the last five years.
					Key Attributes, Experience and Skills:
				Mr. Hartenstein has extensive experience in building, managing, marketing and operating satellite and subscription services. He brings direct and highly relevant expertise to the board in such areas as the construction and procurement of satellites, managing a large consumer subscriber base, consumer marketing, and the design and implementation of systems necessary to support a growing and dynamic consumer-oriented business.

Name JAMES P. HOLDEN Age: 68 POSITION, PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE AND DIRECTORSHIPS		Age		Position, Principal Occupation, Business Experience and Directorships
James P. Holden		66		Mr. Holden has been a director since August 2001.
				From October 1999 until November 2000, Mr. Holden was the President and Chief Executive Officer of DaimlerChrysler Corporation, one of the world’s largest automakers. Prior to being appointed President in 1999, Mr. Holden held numerous senior positions within Chrysler Corporation during his 19-year career at that company. Mr. Holden is the Lead Director of Speedway MotorSports, Inc., the Lead Director of Snap-On Incorporated and a member of the board of directors of Elio Motors, Inc. Mr. Holden served as the Lead Director of Speedway MotorSports, Inc. during the last five years.
					Key Attributes, Experience and Skills:
				Mr. Holden has spent his career in the automotive business, a key market for our services. Mr. Holden’s perspective on, and knowledge of, the inner workings, business and product planning processes in the automotive industry are significant assets to the board.

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ITEM 1—ELECTION OF DIRECTORS

Name GREGORY B. MAFFEI Age: 59 POSITION, PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE AND DIRECTORSHIPS		Age		Position, Principal Occupation, Business Experience and Directorships
Gregory B. Maffei		57		Mr. Maffei has been a director since March 2009 and has served as the chairman of our board since April 2013.
				He has served as a director and the President and Chief Executive Officer of Liberty Media Corporation (including its predecessor)predecessors) since May 2007, Liberty Broadband since June 2014 and GCI Liberty, Inc. since March 2018. He has served as a director and the President and Chief Executive Officer of Liberty TripAdvisor Holdings, Inc. since July 2013 and as its Chairman of the Board since June 2015. Mr. Maffei has served as Chairman of the Board of Liberty Interactive Corporation (now known as Qurate Retail, Inc.) since March 2018 and as a director of Qurate (including its predecessor) since November 2005. Mr. Maffei has also served as the President and Chief Executive Officer of Liberty Interactive Corporation (including its predecessor) from February 2006 until March 2018 and as director since November 2005. He also served as its CEO-Elect from November 2005 through February 2006. Prior thereto, Mr. Maffei served as President and Chief Financial Officer of Oracle Corporation, as Chairman, Chief Executive Officer and President of 360networks Corporation and as Chief Financial Officer of Microsoft Corporation.
Mr. Maffei has served as (i) the Chairman of the Board of Liberty Interactive Corporation (now known as Qurate Retail, Inc.) since March 2018, (ii) the Chairman of the Board of Liberty TripAdvisor, Inc. since February 2013, (iii) the Chairman of the Board of Live Nation Entertainment, Inc. since March 2013 and a director since February 2011, (iv)(ii) a director of Charter Communications, Inc. since May 2013, (v)and (iii) a director of Zillow Group, Inc. since February 2015, having previously served as a director of its predecessor, Zillow Inc., from May 2005 to February 2015, (vi)2015. Mr. Maffei also served on the Chairmanboard of the Boarddirectors of Starz and Pandora Media, Inc. since September 2017, and (vii) a director of GCI Liberty, Inc. since March 2018. Mr. Maffei served as a director of (i) Electronic Arts Inc. from June 2003 to July 2013, (ii) Barnes & Noble, Inc. from September 2011 to April 2014, and (iii) as(“Pandora”) during the Chairman of the Board of Directors of Starz from January 2013 to December 2016.past five years.
					Key Attributes, Experience and Skills:
				Mr. Maffei brings to the board significant financial and operational experience based on his senior policy-making positions at Liberty Media, Liberty Interactive,Qurate, Liberty TripAdvisor, Liberty Broadband, GCI Liberty, Inc., Oracle, 360networks and Microsoft. He also provides the board with an executive leadership perspective on the operations and management of large public companies, including companies in the technology, media and telecommunications space. The board also benefits from his extensive public company board experience.

Name EVAN D. MALONE Age: 49 POSITION, PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE AND DIRECTORSHIPS		Age		Position, Principal Occupation, Business Experience and Directorships
Evan D. Malone		47		Dr. Malone has been a director since May 2013.
				Dr. Malone has served as President of NextFab Studio, LLC, a high-tech workshop offeringwhich provides manufacturing-related technical training, consulting,product development and product design and prototypingbusiness acceleration services, since June 2009 and has been an engineering consultant for over five years.2009. Since January 2008, Dr. Malone has served as the owner and manager of a real estate property and management company, 1525 South Street LLC. During 2008, Dr. Malone also served as a post-doctoral research assistant at Cornell University and an engineering consultant with Rich Food Products, a food processing company. Dr. Malone has served as co-owner and director of Drive Passion PC Services, CC, an Internet café, telecommunications and document services company, in South Africa since 2007 and served as an applied physics technician for Fermi National Accelerator Laboratory, part of the national laboratory system of the Office of Science, U.S. Department of Energy, from 1999 until 2001. He also is a founding member of Jet Wine Bar, LLC, a wine bar, and Rex 1516, a restaurant, both in Philadelphia. Dr. Malone serves as president of the Malone Family Foundation, as a director and president of the NextFab Foundation, and as an officer of the Malone Family Land Preservation Foundation. Dr. Malone has served as a director of Liberty Media since September 2011 and has served as a director of Liberty InteractiveQurate since August 2008.
					Key Attributes, Experience and Skills:
				Dr. Malone brings an applied science and engineering perspective to the board. Dr. Malone’s unique perspectives assist the board in adapting to technological changes facing the audio entertainment industry. His entrepreneurial experience also provides the board valuable insights in evaluating opportunities in existing, new and emerging technologies.

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Name JAMES E. MEYER Age: 65 POSITION, PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE AND DIRECTORSHIPS		Age		Position, Principal Occupation, Business Experience and Directorships
James E. Meyer		63		Mr. Meyer has served as our Chief Executive Officer since December 2012 and has been a director since January 2013.
				Previously, Mr. Meyer was our President, Operations and Sales. Prior to joining us in May 2004, Mr. Meyer was the President of Aegis Ventures, a general management consulting company. Before Aegis, he held a number of senior management positions in consumer electronics over a 25 year25-year period, including as the Senior Executive Vice President of Digital Media Solutions of Thomson, a worldwide leader in consumer electronics. Prior to joining Thomson, Mr. Meyer held senior management positions at General Electric and RCA. Mr. Meyer is Chairman of the Board of Directors and a director of TiVo Corporation (and Rovi Corporation prior to its merger with TiVo Corporation) and a director of Pandora Media,Charter Communications, Inc. From September 2017 to February 2019, Mr. Meyer served as a director of Pandora.
					Key Attributes, Experience and Skills:
				As our Chief Executive Officer, Mr. Meyer is responsible for setting and executing the goals and strategies related to our business. Mr. Meyer provides the board not only with a knowledge of our day-to-day operations, but also with the essential experience, insight and expertise that can be provided only by a person who is intimately involved in running our business. His ability as a director to share his views during the board’s deliberations is of significant benefit to the other members of the board of directors.

Name JAMES F. MOONEY Age: 65 POSITION, PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE AND DIRECTORSHIPS		Age		Position, Principal Occupation, Business Experience and Directorships
James F. Mooney		63		Mr. Mooney has been a director since July 2003.
				Mr. Mooney is the Chief Executive Officer of Four Horsemen Consulting Group. Mr. Mooney was a director and chairman of the board of directors of Virgin Media Inc., a U.K. entertainment and communications business, from March 2003 until June 2013. From December 2004 to December 2007, Mr. Mooney was the chairman of the board of directors of RCN Corporation, a provider of bundled telephone, cable and high speed internet services. From April 2001 to September 2002, Mr. Mooney was the Executive Vice President and Chief Operating Officer of Nextel Communications Inc., a provider of wireless communications services. From January 2000 to January 2001, Mr. Mooney was the Chief Executive Officer and Chief Operating Officer of Tradeout Inc., an asset management firm owned jointly by General Electric Capital, Ebay Inc. and Benchmark Capital. From March 1999 to January 2000, Mr. Mooney was the Chief Financial Officer/Chief Operating Officer at Baan Company, a business management software provider. From 1980 until 1999, Mr. Mooney held a number of positions with IBM Corporation, including Chief Financial Officer of the Americas. Mr. Mooney is the Chairman of the Archdiocese of New York for Central Westchester, a member of the board of St. Thomas Aquinas College and a member of the Board of Advisors for the University of Notre Dame. Mr. Mooney was previously a member of the board of directors of Sidera Networks, LLC, a provider of high capacity communications services to carrier and enterprise customers.
					Key Attributes, Experience and Skills:
				Mr. Mooney has had a varied career in industries ranging from computer products to telecommunications, including relevant experience in subscriber-based businesses. His diverse experience is useful in our business planning process, and in analyzing subscriber trends, marketing opportunities, personnel and our long-term business plans.

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ITEM 1—ELECTION OF DIRECTORS

Name MICHAEL RAPINO Age: 54 POSITION, PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE AND DIRECTORSHIPS		Age		Position, Principal Occupation, Business Experience and Directorships
Michael Rapino		52		Mr. Rapino has been a director since January 2018.
				Mr. Rapino has been the President and Chief Executive Officer of Live Nation Entertainment, Inc. (“Live Nation”) since 2005 and serves on its board of directors. Live Nation is the world’s leading live entertainment company comprised of: Ticketmaster, Live Nation Concerts and Live Nation Media & Sponsorship.
					Key Attributes, Experience and Skills:
				Mr. Rapino is a leading figure in the music industry and brings to the board of directors extensive experience in marketing and promoting live entertainment, especially musical entertainment.

KRISTINA M. SALEN Age: 49 POSITION, PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE AND DIRECTORSHIPS
Ms. Salen has been a director since July 2018.
Ms. Salen has been the Chief Financial Officer of Moda Operandi, Inc., an online luxury retailer, since February 2019. From July 2017 to October 2018, Ms. Salen was the Chief Financial Officer and Chief Operating Officer of UnitedMasters, an artist services company. Previously, she served as the Chief Financial Officer at Etsy, Inc., an online marketplace, from January 2013 to March 2017. Prior to Etsy, Ms. Salen led the media, Internet, and telecommunications research group of FMR LLC (doing business as Fidelity Investments), a multinational financial services company, from January 2006 to January 2013. Prior to Fidelity, Ms. Salen worked in various financial and executive roles at several companies, including Oppenheimer Capital LLC, an investment firm, from June 2002 to December 2005; Merrill Lynch & Co., Inc., a financial services corporation acquired by Bank of America Corporation in January 2009, from June 1997 to June 2001; Lazard Freres & Co. LLC, a global financial advisory and asset management firm, from April 1996 to June 1997; and SBC Warburg, an investment bank, from December 1994 to April 1996. Ms. Salen is also a director of Cornerstone OnDemand, Inc., a cloud-based talent management software solution company, where she is Chair of the Audit Committee.
Key Attributes, Experience and Skills: Ms. Salen has extensive experiencing in media, telecommunications and internet companies, including experience advising, managing and investing in early-stage enterprises and assessing media-related business plans and opportunities. This experience, together with her financial and management expertise, make her an asset in the board’s deliberations and in its assessment of our plans and alternatives.

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Name CARL E. VOGEL Age: 62 POSITION, PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE AND DIRECTORSHIPS		Age		Position, Principal Occupation, Business Experience and Directorships
Carl E. Vogel		60		Mr. Vogel has been a director since April 2011.
				Mr. Vogel is a private investor and an industry advisor for Kohlberg Kravis RobertsKKR & Co. LP.Co Inc., a leading global investment firm. Mr. Vogel is also a member of the board of directors of Dish Network Corporation, a satellite television provider, and a senior advisor to its Chairman. He served as President of Dish Network Corporation from September 2006 until February 2008 and served as its Vice Chairman from June 2005 until March 2009. From October 2007 until March 2009, Mr. Vogel served as the Vice Chairman of the board of directors of, and as a Senior Advisor to, EchoStar Communications Corporation. From 2001 until 2005, Mr. Vogel served as the President and Chief Executive Officer of Charter Communications, Inc., a cable television and broadband services provider. Prior to joining Charter, Mr. Vogel worked as an executive officer in various capacities for companies affiliated with Liberty Media. Mr. Vogel is a member of the board of directors and corporate governanceaudit committee of Shaw Communications, Inc., a diversified communications company providing broadband cable and direct-to-home satellite services in Canada, and a member of the board of directors and audit committee of Universal Electronics, Inc., a provider of wireless control technology for connected homes. He is also a member of the board of directors and chairman of the audit committee, and a member of the compensation committee of AMC Networks, Inc., a provider of cable television programming. Mr. Vogel also served as a director of Ascent Media Corporation, Inc. during the last five years.
					Key Attributes, Experience and Skills:
				Mr. Vogel has extensive experience as a leader in media and subscription businesses, including in many companies and ventures with operations that are directly related and complementary to our business, such as Dish Network, Charter Communications, Shaw Communications and AMC Networks. In addition, his experience as a chief executive officer, private equity advisor and investor is useful in, and provides the directors a valuable perspective on, the board’s evaluation of media industry trends and opportunities, the assessment of executive talent, and the consideration of strategic acquisitions and alternatives.

Name DAVID M. ZASLAV Age: 60 POSITION, PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE AND DIRECTORSHIPS		Age		Position, Principal Occupation, Business Experience and Directorships
David M. Zaslav		58		Mr. Zaslav has been a director since May 2013.
				Mr. Zaslav has been the President and Chief Executive Officer of Discovery Communications, Inc., one of the largest nonfiction media companies in the world, since January 2007 and a director since September 2008. Mr. Zaslav served as President, Cable & Domestic Television and New Media Distribution of NBC Universal, Inc., a media and entertainment company, from May 2006 to December 2006. Mr. Zaslav served as Executive Vice President of NBC and President of NBC Cable, a division of NBC, from October 1999 to May 2006. Mr. Zaslav also serves on the boards of Lions Gate Entertainment, Inc., the National Cable & Telecommunications Association, The Cable Center, Center for Communication, Skills For America’s Future, Grupo Televisa, Partnership for New York City and USC Shoah Foundation. He is also a member of the Board of trustees for The Paley Center for Media and the Mt. Sinai Medical Center.
					Key Attributes, Experience and Skills:
				Mr. Zaslav, as the Chief Executive Officer of Discovery Communications and through his prior work in television, has developed a deep understanding of the media and entertainment industry. This experience, together with his general management expertise, positions him as a valued presence on our board of directors to assist us in evaluating programming and marketing opportunities and trends in the audio entertainment industry.

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ITEM 1—ELECTION OF DIRECTORS

What are the responsibilities of the board of directors?

The business and affairs of our company are managed under the direction of our board of directors.

Our board, among other things, oversees senior management selection, monitors overall corporate performance and ensures the integrity of our financial controls. Our board of directors also oversees our strategic and business planning processes.

Our board of directors believes that earning the trust of our customers, stockholders and other stakeholders is a foundation of our business success. Our focus on earning trust positions us well as companies face new scrutiny and demands for accountability. Today, companies face greater expectations than ever from governments and other stakeholders to address the impacts of technology on individual rights, cybersecurity, and environmental sustainability. Customers embrace technology they understand and trust, and we expect they will increasingly turn away from products and companies that fail to uphold that trust. Similarly, governments and investors are increasingly focused on the importance of the effective engagement and action on environmental, social and corporate governance topics. To meet the expectations of our stakeholders and to earn and maintain their trust, we are committed to conducting our business in ways that are principled, transparent, and accountable.

We have made a broad range of commitments on issues of significant concern to the public, including privacy and cybersecurity. We believe privacy is a fundamental human right and demonstrate our belief with concrete actions to protect our customer’s privacy and give them control over their data. We take a broad view of cybersecurity and work to protect our customers through our security operations and our investments in technology.

Our board of directors also oversees the key risks identified through our enterprise risk management process for board oversight: competitive risks facing our businesses, including risks relating to the growth of our businesses; reputational and customer service risks; succession planning for our executive officers and other senior management; cybersecurity risks; corporate responsibility and sustainability (including climate risk) risks; corporate governance risks; and other legal and regulatory risks. Our board of directors also reviews other significant risks facing our company identified through our enterprise risk management process, including the significant risks posed by the current coronavirus (COVID-19) crisis. Among these are significant strategic, operational and legal risks, including human capital risks such as those relating to sexual and other harassment and overall workplace employee culture. Our Chief Executive Officer also regularly reports to the board of directors on our corporate culture, including our efforts to build a culture based on integrity and respect, with the goal of working together to drive our business to be creative, innovative and competitive.

How are nominees for the board of directors selected?

Our Nominating and Corporate Governance Committee reviews possible candidates to be directors and is responsible for overseeing matters of corporate governance, including the evaluation of performance and practices of the board of directors, the board’s committees, management succession plans and executive resources. The Nominating and Corporate Governance Committee considers suggestions from many sources, including stockholders, for potential director nominees. Such suggestions, together with appropriate biographical and other information required pursuant to our By-laws, should be submitted to our Corporate Secretary, Sirius XM Holdings Inc., 12901221 Avenue of the Americas, 11th35th Floor, New York, New York 10104.10020. Candidates who are suggested by our stockholders are evaluated by the Nominating and Corporate Governance Committee in the same manner as are other potential candidates to be directors.

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In its assessment of each potential candidate, including those recommended by stockholders, the Nominating and Corporate Governance Committee takes into account all factors it considers appropriate, which may include (a) include:

(b) minimum individual qualifications, including strength of character, mature judgment, familiarity with our business and related industries, independence of thought and ability to work collegially.

The Nominating and Corporate Governance Committee also may consider the extent to which a candidate would fill a present need on the board of directors. After conducting an initial evaluation of a candidate, the Nominating and Corporate Governance Committee will interview that candidate if it believes the candidate might be qualified to be a director and may ask the candidate to meet with other directors and management. If the Nominating and Corporate Governance Committee believes a candidate would be a valuable addition to the board of directors, it will recommend to the board that candidate’s nomination as a director.

Upon the recommendation of Mr. Maffei and, following the Nominating and Corporate Governance Committee’s review, consideration, discussion and evaluation, the Nominating and Corporate Governance Committee recommended and, on January 23, 2018, the board unanimously appointed Mr. Rapino to serve on our board effective as of the same date.

What is the board’s leadership structure?

Gregory B. Maffei, the Chief Executive Officer of Liberty Media Corporation, is the Chairman of our board of directors. The Chairman of our board organizes the work of the board and ensures that the board has access to sufficient information to enable the board to carry out its functions, including monitoring our performance and the performance of management. The Chairman, among other things, presides over meetings of the board of directors, establishes the agenda for each meeting of the board in consultation with our Chief Executive Officer, oversees the distribution of information to directors, and performs other duties or assignments as agreed with either the board of directors or our Chief Executive Officer. The board of directors has determined that it is currently in our best interests to separate the Chairman of the board position and the Chief Executive Officer position because it allows the Chief Executive Officer to focus on our day-to-day business, including risk management, while allowing the Chairman of the board to lead the directors and assist the board in its fundamental role of providing advice to, and oversight of, management. Further, the board recognizes that the Chief Executive Officer position requires a significant dedication of time, effort, and energy. OurCorporate Governance Guidelines (the “Guidelines (the“Guidelines””) do not establish this approach as a policy, but as a matter that is considered from time-to-time.

Does the board have a lead independent director?

Liberty Media beneficially owns, directly and indirectly, over 70%approximately 72% of our outstanding common stock. In light of that control relationship, the board of directors believes it is appropriate, and a matter of good corporate governance, to designate a director to serve as the lead independent director. The board has designated Eddy W. Hartenstein, the former Chairman of our board of directors, to serve as the lead independent director. The lead independent director coordinates the activities of the other independent directors and performs such other duties and responsibilities as the board of directors determines.

Are all of the directors required to be independent?

Liberty Media beneficially owns, directly and indirectly, over 70%approximately 72% of our outstanding common stock entitled to vote for the election of directors. As a result, we are considered a “controlled company” and are accordingly exempt from certain corporate governance requirements of The NASDAQ Global Select Market (“NASDAQ”) Rules including, among other items, the requirement that our board of directors be comprised of a majority of independent directors, that we have a compensation committee comprised of independent directors and that director nominations are recommended by the independent members of the board of directors or a nominating committee composed of independent directors. We rely on these exemptions available to a controlled company with respect to the independence requirementrequirements applicable to members of our compensation committee and our nominating committee.

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ITEM 1—ELECTION OF DIRECTORS

The controlled company exemption does not extend to the audit committee independence requirements. Accordingly, our audit committee is, and will continue to be, comprised solely of directors meeting the independence standards under the applicable NASDAQ listing standards, Section 10A(m)(3) of the Exchange Act and ourGuidelines.

How does the board determine which directors are considered independent?

Our board reviews the independence of our directors annually. The provisions of ourGuidelinesregarding director independence meet, and in some areas exceed, the listing standards of NASDAQ. A copy of theGuidelinesis available on our website athttp://investor.siriusxm.com.investor.siriusxm.com.

The Nominating and Corporate Governance Committee undertook a review of director independence in March 2018.2020. As part of this review, the Committee reviewed with our Corporate Secretary questionnaires submitted by directors. These questionnaires disclose transactions and relationships between each director or members of his or her immediate family, on one hand, and us, other directors, members of our senior management and our affiliates, on the other hand.

Based on this review, the Nominating and Corporate Governance Committee determined that all of our directors and nominees are independent under the standards set forth in ourGuidelinesand the applicable NASDAQ listing standards, with the exception of:

With respect to George W. Bodenheimer, the board evaluated the ordinary course transactions during the last three years between us and ESPN and found that the amounts paid by us to ESPN did not preclude finding Mr. Bodenheimer independent. The board also considered the ordinary course transactions during the last three years between us and FanDuel, Inc., a private company of which Carl E. Vogel is the Chairman of the Board of Directors, and concluded that the amounts paid to us by FanDuel did not preclude finding Mr. Vogel independent. In the case of Michael Rapino, the directors evaluated the ownership relationship between Liberty Media and Live Nation, including the fact that Mr. Carleton is a director and Mr. Maffei is the Chairman of the Board of Live Nation, and theother ordinary course transactions, such as data and marketing agreements, between us and Live Nation. The board concluded that Mr. Rapino did not have any relationships that, in the opinion of the board, would interfere with the exercise of independent judgment in carrying out his responsibilities as a director.

The board has determined that a majority of the members of the Compensation Committee meet the independence standards under the applicable NASDAQ listing standards and ourGuidelinesand qualify as “non-employee directors” for purposes of Rule 16b-3 of the Exchange Act and as “outside directors” to the extent applicable regarding “performance-based compensation” under the former Section 162(m) of the Internal Revenue Code of 1986, as amended, paid pursuant to certain pre-November 2, 2017 contractual arrangements.amended. The board has determined that a majority of the members of the Nominating and Corporate Governance Committee meet the independence requirements mandated by NASDAQ applicable to serving on the Nominating and Corporate Governance Committee and ourGuidelines.

The board has also determined that all of the members of the Audit Committee are financially literate andsophisticated, meet the independence requirements mandated by the applicable NASDAQ listing standards, Section 10A(m)(3) of the Exchange Act and ourGuidelines,.and qualify as audit committee financial experts. The board further determined that each member of the Audit Committee qualifies as an “audit committee financial expert” within the meaning of the applicable SEC regulations.

Our independent directors meet regularly in executive sessions.sessions and such sessions are chaired by Mr. Hartenstein, our lead independent director.

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ITEM 1—ELECTION OF DIRECTORS

What are the current standing committees of the board of directors, and who are the members of these committees?

Our board of directors has three standing committees: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. From time to time, the board may also form ad hoc committees.

Copies of the current charters for the Audit Committee and the Nominating and Corporate Governance Committee are available on our website athttp://investor.siriusxm.com.investor.siriusxm.com. The Compensation Committee has not adopted a charter.

The following table shows the current members and chair of each committee and the principal functions performed by each committee:

* Chair

How often did the board and its committees meet during 2017?

2019?

During 2017,2019, there were eightfive meetings of our board of directors, sixnine Audit Committee meetings, three Compensation Committee meetings and twothree Nominating and Corporate Governance Committee meetings. Each director nominee attended 75% or more of the total number of meetings of the board and meetings held by committees on which he or she served.

Directors are also encouraged to attend the annual meeting of stockholders. Mr. Meyer attended our 20172019 annual meeting of stockholders.

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ITEM 1—ELECTION OF DIRECTORS

How can stockholders communicate with the board of directors?

Stockholders may communicate directly with our board of directors, or specified individual directors, according to the procedures described on our website athttp://investor.siriusxm.comunder “Corporate Governance—Contact Our Board.”

Our Corporate Secretary reviews all correspondence to our directors and forwards to the board a summary and/or copies of any such correspondence that, in the opinion of the Corporate

Secretary, deals with the functions of the board or committees thereof or that he otherwise determines requires their attention. Directors may at any time review all correspondence received by us that is addressed to members of our board.

In addition, the Audit Committee has established procedures for the receipt, retention and treatment, on a confidential basis, of complaints received by us, our board of directors and the Audit Committee regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submissions by employees of concerns regarding questionable accounting or auditing matters. These procedures are available upon written request to our Corporate Secretary.

Compensation Committee Interlocks and Insider Participation

Mr. Bodenheimer, Mr. Carleton, Mr. Holden and Mr. Vogel served as members of the Compensation Committee during 2017. None of the members of the Compensation Committee is or has been an executive officer of our company, and no director who served on the Compensation Committee during 2017 had any relationships requiring disclosure by us under the SEC’s rules requiring disclosure of certain relationships and related-party transactions. None of our executive officers served as a director or a member of a compensation committee (or other committee serving an equivalent function) of any other entity, the executive officers of which served as a director of our company or as a member of the Compensation Committee during 2017.

Director Compensation Table for 2017

The following table providesPursuant to our director compensation information for the year ended December 31, 2017 for each of our non-employee directors. Directors who are employees do not receive compensation for their servicesprogram, in 2019, as directors.

Name		Fee Earned or Paid in Cash ($)		Stock Awards(1) ($)		Option Awards(2)(3) ($)		All Other Compensation(4) ($)				Total ($)
Joan L. Amble(5)		130,000		64,998		35,041			278			230,317
George W. Bodenheimer(5)		100,000		64,998		35,041			278			200,317
Mark D. Carleton		100,000		64,998		35,041			278			200,317
Eddy W. Hartenstein		150,000		64,998		35,041			278			250,317
James P. Holden		100,000		64,998		35,041			6,183			206,222
Gregory B. Maffei		150,000		64,998		35,041			278			250,317
Evan D. Malone		100,000		64,998		35,041			278			200,317
James F. Mooney		110,000		64,998		35,041			4,143			214,182
Carl E. Vogel		120,000		64,998		35,041			278			220,317
Vanessa A. Wittman		100,000		64,998		35,041			278			200,317
David M. Zaslav		100,000		64,998		35,041			278			200,317

(1)	The aggregate grant date fair values of stock awards were computed in accordance Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 718,Compensation—Stock Compensation (excluding estimated forfeitures). The assumptions used in the valuation are discussed in Note 14 to our audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2017. On May 19, 2017, non-employee directors were each awarded 13,374 restricted stock units with a grant date value of $64,998. At December 31, 2017, the aggregate number of unvested restricted stock units and dividend equivalent units outstanding for each of Ms. Amble, Mr. Bodenheimer, Mr. Carleton, Mr. Hartenstein, Mr. Maffei, Dr. Malone, Mr. Vogel, Ms. Wittman and Mr. Zaslav was 13,424. At December 31, 2017, the aggregate number of unvested restricted stock units and dividend equivalent units outstanding for Mr. Holden was 158,144 and for Mr. Mooney was 108,144.
(2)	The aggregate grant date fair values of stock option awards were computed in accordance FASB ASC 718,Compensation—Stock Compensation(excluding estimated forfeitures). The assumptions used in the valuation are discussed in Note 14 to our audited consolidated financial

22

	statements in our Annual Report on Form 10-K for the year ended December 31, 2017. On May 19, 2017, non-employee directors were each awarded 36,600 options at an exercise price of $4.86 per share with a grant date fair value of $35,041.
(3)	At December 31, 2017, the aggregate number of option awards outstanding for each non-employee director was as follows: Ms. Amble—1,109,818; Mr. Bodenheimer—282,374; Mr. Carleton—228,734; Mr. Hartenstein—541,608; Mr. Holden—542,677; Mr. Maffei—809,818; Dr. Malone—302,893; Mr. Mooney—415,944; Mr. Vogel—439,593; Ms. Wittman—337,798; and Mr. Zaslav—230,721.
(4)	Represents the fair market value of dividend equivalent restricted stock units accrued during 2017. Dividends were not factored into the grant date fair value of the previously disclosed awards of restricted stock units to the directors.
(5)	During 2017, Ms. Amble contributed her $130,000 cash director fee and Mr. Bodenheimer contributed $100,000 of his cash director fee into the Sirius XM Holdings Inc. Deferred Compensation Plan (the “Deferred Compensation Plan”). During 2017, Ms. Amble recorded gains of $39,366 on her deferrals, and Mr. Bodenheimer recorded gains of $7,225 on his deferrals. As of December 31, 2017, Ms. Amble’s balance in the Deferred Compensation Plan was $306,667; and Mr. Bodenheimer’s balance was $107,225.

Mr. Rapino joined the board in January 2018.

As Chairman of the board of directors, in 2017, Mr. Maffei received an annual cash retainer of $150,000. Mr. Hartenstein, our lead independent director, also received an annual cash retainer of $150,000. The other non-employee members of our board of directors each received an annual cash retainer of $100,000. Each director who served as chair of a committee of the board of directors in 20172019 received an additional annual cash retainer as follows: the Audit Committee chairwoman received $30,000; the Compensation Committee chairman received $20,000; and the Nominating and Corporate Governance Committee chairman received $10,000.$15,000.

 

In addition, in 2017,on an annual basis, each member received an equity-based award with a grant date value equal toreceives approximately $35,000$175,000 in the form of options to purchase our common stock. The options arerestricted stock units (“RSUs”). These RSUs were granted annually on the business day following each year’sour 2019 annual meeting of stockholders. These options to purchase our common stock awardedRSUs granted to our non-employee directors generally vest over a three-year period, with one-third vesting on eachthe first anniversary of the date of grant. Each member also receives restricted stock units with a grant date value of approximately $65,000 annuallyAs our Chief Executive Officer, Mr. Meyer does not receive additional compensation for his service on the business day following that year’s annual meeting of stockholders. board.

Each restricted stock unit entitles the holderdirector is expected to one shareown shares of our common stock onequal in value to at least five times the vesting date. These restricted stock units vest overannual cash retainer payable to the director. All directors have until the later of: (i) five years from the date the director is elected or appointed as a three-year period, with one-third vesting on each anniversarymember of the date of grant.Board and (ii) September 1, 2023, to reach these minimum ownership guidelines.

 

Directors may defer their annual cash retainer each year under the Sirius XM Holdings Inc. Deferred Compensation Plan. Participation in the Deferred Compensation Plan, and to what extent, is at each director’s discretion and there is no matching contribution from us. In 2017,2019, Ms. Amble and Mr. BodenheimerMaffei participated in the Deferred Compensation Plan. At the time of making a deferral election, directors 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 as a director, subject to certain conditions provided for under the Deferred Compensation Plan and Section 409A of the Internal Revenue Code. Directors have the opportunity to designate the investment funds to which the deferred amounts are credited. All investment gains and losses in a director’s account under the Deferred Compensation Plan are entirely based upon the investment selections made by the director. We have established a grantor (or “rabbi”) trust to facilitate payment of our obligations under the Deferred Compensation Plan.

 

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ITEM 1—ELECTION OF DIRECTORS

Dividend equivalent units are granted to directors if, on any date while RSUs they hold are outstanding, we pay a dividend on our common stock (other than a dividend payable in common stock). The number of RSUs granted to the director are, as of the record date for such dividend payment, increased by a number of RSUs equal to: (a) the product of (x) the number of RSUs held by the director 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

23

of such dividend, as 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. Dividend equivalent units vest on the same terms as the related RSUs.

 

We also pay reasonable travel and accommodation expenses of directors in connection with their participation in meetings of the board and committees thereof.

Director Compensation Table for 2019

The following table provides compensation information for the year ended December 31, 2019 for each of our non-employee directors. Directors who are employees do not receive compensation for their services as directors.

Name		Fee Earned or Paid in Cash ($)		Stock Awards(1)(2) ($)		All Other Compensation(3) ($)		Total ($)
Joan L. Amble(4)		130,000		175,001		1,833		306,834
George W. Bodenheimer		100,000		175,001		1,833		276,834
Mark D. Carleton		100,000		175,001		1,833		276,834
Eddy W. Hartenstein		150,000		175,001		1,833		326,834
James P. Holden		100,000		175,001		9,138		284,139
Gregory B. Maffei(5)		150,000		175,001		1,833		326,834
Evan D. Malone		100,000		175,001		1,833		276,834
James F. Mooney		115,000		175,001		6,636		296,637
Michael Rapino		100,000		175,001		1,673		276,674
Kristina M. Salen		100,000		175,001		1,507		276,508
Carl E. Vogel		120,000		175,001		1,833		296,834
David M. Zaslav		100,000		175,001		1,833		276,834

(1)

The aggregate grant date fair values of stock awards were computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 718,Compensation—Stock Compensation(excluding estimated forfeitures). The assumptions used in the valuation are discussed in Note 15 to our audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2019. On June 5, 2019, non-employee directors were each awarded 33,207 RSUs with a grant date value of $175,001. At December 31, 2019, the aggregate number of unvested RSUs and dividend equivalent units outstanding for each of Ms. Amble, Mr. Bodenheimer, Mr. Carleton, Mr. Hartenstein, Mr. Maffei, Dr. Malone, Mr. Vogel, and Mr. Zaslav was 44,106. At December 31, 2019, the aggregate number of unvested RSUs and dividend equivalent units outstanding for Mr. Holden was 191,060; for Mr. Mooney was 140,288; for Mr. Rapino was 42,207; and for Ms. Salen was 38,820.

(2)

Starting in 2019, non-employee directors no longer received stock options as part of their annual equity compensation. At December 31, 2019, the aggregate number of option awards outstanding for each non-employee director was as follows: Ms. Amble—566,308; Mr. Bodenheimer—307,074; Mr. Carleton—253,434; Mr. Hartenstein—566,308; Mr. Holden—500,323; Mr. Maffei—566,308; Dr. Malone—327,593; Mr. Mooney—127,750; Mr. Rapino—36,475; Ms. Salen—20,900; Mr. Vogel—278,534; and Mr. Zaslav—81,175.

(3)	Represents the fair market value of dividend equivalent restricted stock units accrued during 2019. Dividends were not factored into the grant date fair value of the previously disclosed awards of RSUs to the directors.

(4)	During 2019, Ms. Amble contributed her $130,000 cash director fee into the Sirius XM Holdings Inc. Deferred Compensation Plan. During 2019, Ms. Amble recorded gains of $86,273 on her deferrals. As of December 31, 2019, Ms. Amble’s balance in the Deferred Compensation Plan was $510,171.

(5)	During 2019, Mr. Maffei contributed his $150,000 cash director fee into the Deferred Compensation Plan. During 2019, Mr. Maffei recorded gains of $59,051 on his deferrals. As of December 31, 2019, Mr. Maffei’s balance in the Deferred Compensation Plan was $341,564.

2020 PROXY STATEMENT

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24

STOCK OWNERSHIPStock Ownership

 

Who are the principal owners of our stock?

The following table sets forth information regarding beneficial ownership of our common stock as of February 28, 20182020 by each person known by us to be the beneficial owner of more than 5% of our outstanding common stock. “Beneficial ownership” includes those shares a person has or shares the power to vote or transfer or has the right to acquire within sixty days of the measurement date. Based upon a Schedule 13D/A filed on November 3, 2014 by Liberty Media Corporation, the beneficial owner of the common stock listed below has sole investment and voting power with respect to these shares.

 

		Shares Beneficially Owned as of February 28, 2018
Name and Address of Beneficial Owner of Common Stock		Number			Percent
Liberty Media Corporation(1)		3,162,173,996			70.57	%
12300 Liberty Boulevard
Englewood, CO 80112

		Shares Beneficially Owned as of February 28, 2020
Name and Address of Beneficial Owner of Common Stock		Number		Percent
Liberty Media Corporation(1)		3,162,173,996		71.74%
12300 Liberty Boulevard Englewood, CO 80112

 

(1)

The ownership percentage is based upon the information contained in a Schedule 13D/A filed on November 3, 2014 and a Form 4 filed on December 9, 2014 by Liberty Media Corporation and the actual number of shares outstanding, 4,481,093,699,4,407,750,593, as of February 28, 2018.2020. Liberty Media Corporation has sole investment and voting power with respect to these shares.

 

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2020 PROXY STATEMENT

STOCK OWNERSHIP

How much stock do our directors and executive officers own?

The following table shows the number of shares of common stock beneficially owned as of February 28, 20182020 by each of our directors, each of our named executive officers and all of our directors and executive officers as a group.

 

		Number of Shares
		of Common Stock			Percent
Name of Beneficial Owner		Beneficially Owned(1)			of Class
Joan L. Amble		972,859			*
George W. Bodenheimer		145,415			*
Mark D. Carleton(2)		98,050			*
Eddy W. Hartenstein		404,649			*
James P. Holden		405,718			*
Gregory B. Maffei(2)		672,859			*
Evan D. Malone(2)		165,934			*
James F. Mooney(3)		288,085			*
Michael Rapino		—			*
Carl E. Vogel		302,634			*
Vanessa A. Wittman		200,839			*
David M. Zaslav		81,038			*
James E. Meyer		11,215,705			*
Scott A. Greenstein		73,580			*
David J. Frear(4)		11,846,313			*
Stephen R. Cook		6,328,266			*
Jennifer C. Witz		442,190			*
All Executive Officers and Directors as a Group (21 persons)		34,463,328			0.76	%

Name of Beneficial Owner		Number of Shares of Common Stock Beneficially Owned(1)		Percent of Class
Joan L. Amble		847,238		*
George W. Bodenheimer		296,387		*
Mark D. Carleton(2)		242,747		*
Eddy W. Hartenstein		436,398		*
James P. Holden		438,629		*
Gregory B. Maffei(2)		887,174		*
Evan D. Malone(2)		316,906		*
James F. Mooney(3)		117,063		*
Michael Rapino		34,859		*
Kristina M. Salen		22,729		*
Carl E. Vogel		267,847		*
David M. Zaslav		57,764		*
James E. Meyer		15,471,623		*
Scott A. Greenstein		5,104,876		*
Jennifer C. Witz		2,243,646		*
David J. Frear		12,021,249		*
Patrick L. Donnelly		1,885,755		*
All Executive Officers and Directors as a Group (18 persons)		41,540,836		0.93%

 

*

Less than 1% of our outstanding shares of common stock.

(1)		These amounts include shares of common stock, restricted shares of common stock, restricted stock units, performance-based restricted stock units and unexercised stock options that the individuals hold or have the right to acquire within sixty days of February 28, 2018.2020. Also included are the following numbers of shares of common stock acquired under and held in the Sirius XM Radio Inc. 401(k) Savings Plan as of February 28, 2018:2020: Mr. Meyer—5,4170 shares;

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Mr. Greenstein—73,58074,711 shares; Ms. Witz—12,818 shares; Mr. Frear—86,04243,683 shares; Mr. Cook—10,999 shares; Ms. Witz—12,624Donnelly—18,690 shares; and all other executive officers not shown above—73,06055,493 shares. The amounts also include any dividend equivalent units accrued on their restricted stock units that they beneficially own or could beneficially own within sixty days of February 28, 2018.2020.

(2)		Messrs. Carleton andMr. Maffei are employeesis an employee of Liberty Media, whichand Mr. Carleton is a senior advisor to Liberty Media. Liberty Media beneficially owns 3,162,173,996 shares (or over 70%approximately 72%) of our common stock as of February 28, 2018,2020. Messrs. Carleton and theyMaffei disclaim beneficial ownership of the shares owned by Liberty Media and its affiliates. Dr. Malone is a member of the board of directors of Liberty Media and also disclaims beneficial ownership of the shares owned by Liberty Media and its affiliates.

(3)		Includes 9,100 shares held as custodian for Mr. Mooney’s child.
(4)		Includes 1,900 shares held by Mr. Frear’s spouse.

 

Delinquent Section 16(a) Beneficial Ownership Reporting Compliance

Reports

Based solely upon a review of reports filed pursuant to Section 16(a) of the Exchange Act and written representations furnished to us during our most recent fiscal year, we know of no person who, at any time during the fiscal year, was a director, executive officer or beneficial owner of more than 10% of our common stock who failed to file on a timely basis reports of beneficial ownership of our common stock as required by Section 16(a) of the Exchange Act.Act at any time during the fiscal year or prior fiscal year, except that, due to an administrative error, one late Form 4 was filed on May 29, 2019 for Scott A. Greenstein, our President and Chief Content Officer, to report the surrender of common stock to us on May 24, 2019 to cover withholding taxes due upon the vesting of restricted stock units.

2020 PROXY STATEMENT

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Governance of the Company

 

What is SiriusXM’s corporate culture?

Underpinning our strategic focus on long-term growth is our corporate culture—which is built on integrity and respect, with the goal of working together to drive our business to be creative, innovative and competitive. The core values that drive our company are best exemplified in the values we have adopted, regularly communicate to our employees and that we call “AMPLIFY”:

	•	Applaud and encourage new thinking
	•	Move forward and be purposeful in our desire to win
	•	Prioritize honesty, integrity and respectful communication
	•	Lean on each other and learn from one another
	•	Invest in our actions and commit to the follow through
	•	Find ways to give back by focusing on community and feeding your individuality
	•	You Matter. We embrace our differences, empower each other and include everyone

Drawing on a wide range of expertise and experience across a multitude of disciplines, we are bound by our commitment to what we do and how we work together. We operate in a performance-based environment where results matter and financial discipline is enforced. We have tried to create a highly collaborative culture in which employees feel a sense of pride that their input is sought after and valued. At the same time, we believe in holding individuals accountable for compliance and have tried to create a culture in which employees, “do what they say they are going to do.” Still, we believe that our culture differentiates us from other entertainment and media enterprises and is a long-term competitive advantage for us. Our corporate culture fuels our ability to execute and is a critical underpinning of our employee talent strategy.

In addition, we have invested resources in refining and developing our culture. We want to ensure that we are, and remain, as efficient, inclusive and collaborative as we can be, and that our culture supports how we operate in the rapidly evolving and highly competitive marketplace in which our businesses compete.

What is SiriusXM’s process for succession planning and talent management?

Ensuring that we have the appropriate senior management talent to successfully pursue our strategies is one of our board’s primary responsibilities. To this end, at least once a year, the board of directors discusses succession planning for our Chief Executive Officer and the remainder of our executive officers and senior executives. To help fulfill the board’s responsibility, our Compensation Committee helps ensure that we have in place appropriate plans to address CEO succession both in the ordinary course of business and in emergency situations. Our CEO succession planning includes criteria that reflect our business strategies, such as identifying and developing internal candidates. OurGuidelinesalso require that our Compensation Committee ensure that we have appropriate succession planning for the remainder of our senior executive management team, including our named executive officers.

Recruiting, developing, promoting and retaining top talent is a key priority for our company. Throughout the year, our executive officers, as well as a broader array of executives throughout our company, make presentations to the board of directors and the Audit Committee and may also interact with our directors informally outside of our scheduled Board meetings. This engagement between directors and our current and future leaders is one means by which we provide our directors meaningful insight into our current pool of talent, what attracts and retains our executives, and our corporate culture.

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How does the board of directors and the Audit Committee oversee cybersecurity risks?

Our chief information officer and our chief information security officer regularly make presentations regarding cybersecurity, including updates regarding cybersecurity concerns and our approach to managing cybersecurity risks, to the Audit Committee, which is tasked with primary oversight of certain risk issues, including cybersecurity.

In order to respond to the threat of security breaches and cyberattacks, we have developed a program, overseen by our chief information security officer and our information security council, that is designed to protect and preserve the confidentiality, integrity and continued availability of information owned by, or in the care of, our company. This program also includes a cyber incident response plan that is intended to provide controls and procedures for timely and accurate reporting of any material cybersecurity incident. Our board of directors and the Audit Committee also periodically receive updates about the results of exercises and response readiness assessments led by outside advisors who provide a third-party independent assessment of our technical program and our internal response preparedness. The Audit Committee regularly briefs our board of directors on these matters, and the full board of directors also receives an annual briefing on cyber threats in order to enhance our directors’ literacy on cyber issues.

How is the board of directors overseeing our response to and the risks associated with the coronavirus (COVID-19) crisis?

The board of directors has assumed the primary role of overseeing our response to the coronavirus (COVID-19) crisis and the risks the pandemic poses to our business and operations. Since shortly after the coronavirus crisis began, the board of directors has received regular reports from our Chief Executive Officer regarding our response to this pandemic.

Protecting the health and welfare of our workforce has been our first and primary concern. All employees—apart from our critical business functions, which include programmers, broadcast engineers, critical systems personnel, facilities and certain call center agents—have been working from home. In an effort to help prevent the spread of the virus in our communities and conserve business resources, we also have temporarily closed our offices. The impact of these steps on our workforce are difficult to assess, but the experience has put added stress on our employees as they balance the demands of the crisis on themselves and their families.

We are also closely monitoring the effects of the crisis on our businesses and operations. The full extent to which the coronavirus may negatively impact our results is uncertain. The actual effects of the coronavirus on our businesses depends on many factors beyond our knowledge and control, and the effects are difficult to assess or predict with meaningful precision both generally and specifically as to our SiriusXM and Pandora businesses. The early indications include: possible disruptions in the supply of radios and other components that are essential elements of our service; limits on our ability to continue certain of our marketing efforts, particularly telemarketing, and customer service operations in States and jurisdictions that have declared emergencies; and the possible loss of sales and orders in our advertising business as industries that are severely affected by the crisis—such as the travel and travel-related industries—curtail their advertising spending.

Importantly, the coronavirus epidemic may have a material adverse effect on other third parties that we rely on, and our ability to assess those effects in any meaningful manner are difficult at this time. For example, a substantial portion of the subscription growth for our satellite radio service has come from purchasers and lessees of new and used automobiles in the United States, and we expect this to be an important source of subscribers for our satellite radio service in the future. As a result of the coronavirus epidemic, automakers have idled production and furloughed workers and many dealers have closed their retail operations. The decline in sales of new and used vehicles is reasonably expected to have a negative effect on subscriber growth for our satellite radio service. In addition, a number of third parties on which we depend may experience financial difficulties or file for bankruptcy protection. Such third parties may not be able to perform their obligations or be relieved of their obligations to us as part of seeking bankruptcy protection.

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GOVERNANCE OF THE COMPANY

The epidemic may also negatively impact consumer spending in the United States which, depending upon the severity, could adversely affect our operating results. The board of directors is also closely monitoring our financial liquidity.

How does the board of directors oversee our risk management process?

The board executes its oversight responsibility for risk management directly and through its committees, as follows:

 

●

The Audit Committee has primary responsibility for monitoring our internal audit, corporate, financial and risk management processes and overseeing our system of internal controls and financial reporting. The Audit Committee discusses specific risk areas throughout the year, including those that may arise from time to time and the measures taken by management to monitor and limit risks.

The Audit Committee has primary responsibility for monitoring our internal audit, corporate, financial and risk management processes and overseeing our system of internal controls and financial reporting. The Audit Committee discusses specific risk areas throughout the year, including those that may arise from time to time and the measures taken by management to monitor and limit risks.

 

●

The Audit Committee receives regular reports throughout the year on matters related to risk management. At each regularly scheduled meeting, the Audit Committee receives reports from our (i) external auditor on the status of audit activities and findings and (ii) executive in charge of internal audit (who reports directly to the Audit Committee) on the status of the internal audit plan, audit results and any corrective action taken in response to internal audit findings.

The Audit Committee receives regular reports throughout the year on matters related to risk management. At each regularly scheduled meeting, the Audit Committee receives reports from (i) our external auditor on the status of audit activities and findings and (ii) the Company executive in charge of internal audit (who reports directly to the Audit Committee) on the status of our internal audit plan, audit results and any corrective action taken in response to internal audit findings.

 

●

We have a Compliance Officer who is in charge of our compliance with FCC related laws and regulations and training and monitoring compliance with those laws and regulations. Our Executive Vice President, General Counsel and Secretary reports to the Audit Committee throughout the year on information received via submissions to our compliance hotline and any changes or developments in compliance matters. Each quarter, our Chief Financial Officer reports to the board of directors on our performance and discusses how actual performance compares to our business plan and budget. Our executive officers report regularly to the board about the risks and exposures related to our business.

We have a Compliance Officer who is in charge of our compliance with FCC related laws and regulations and training and monitoring compliance with those laws and regulations. Our Executive Vice President, General Counsel and Secretary reports to the Audit Committee throughout the year on information received via submissions to our compliance hotline and any changes or developments in compliance matters. Each quarter, our Chief Financial Officer reports to the board of directors on our performance and discusses how actual performance compares to our business plan and budget. Our executive officers report regularly to the board about the risks and exposures related to our business.

 

●

The other committees of the board of directors oversee risks associated with their respective areas of responsibility. For example, the Compensation Committee assesses risks associated with our compensation policies and programs for executives.

The Audit Committee, which is generally responsible for risk oversight, is regularly updated by our Chief Executive Officer and Chief Financial Officer regarding enterprise risk management efforts, including cybersecurity concerns and our approach to managing cybersecurity risks. Our chief information officer and chief information security officer also regularly make presentations to the Audit Committee regarding cybersecurity.

 

●

The committees report to the board of directors at every regular board meeting on the topics discussed and actions taken at the most recent committee meeting. Our board of directors discusses the risks and exposures, if any, involved in the matters or recommendations of the committees, as necessary.

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The other committees of the board of directors oversee risks associated with their respective areas of responsibility. For example, the Compensation Committee assesses risks associated with our compensation policies and programs for executives.

The committees report to the board of directors at every regular board meeting on the topics discussed and actions taken at the most recent committee meeting. Our board of directors discusses the risks and exposures, if any, involved in the matters or recommendations of the committees, as necessary.

●

Our board of directors also considers specific risk topics throughout the year, including risks associated with our business plan, litigation, operational efficiency, government regulation, physical facilities, information technology infrastructure, cybersecurity and capital structure, among many others. The board is informed about and regularly discusses our risk profile, including legal, regulatory and operational risks to our business.

Our board of directors also considers specific risk topics throughout the year, including risks associated with our business plan, litigation, operational efficiency, government regulation, physical facilities, information technology infrastructure, cybersecurity and capital structure, among many others. The board is informed about and regularly discusses our risk profile, including legal, regulatory and operational risks to our business.

 

What are our policies and procedures for related partyperson transactions?

We have adopted a written policy and written procedures for the review, approval and monitoring of transactions involving the Company or its subsidiaries and “related persons.” For the purposes of the policy, “related persons” include executive officers, directors or their immediate family members, or stockholders owning more than five percent of our common stock.

 

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Our related person transaction policy requires:

 

●

that any transaction in which the Company is a participant, a related person has a material direct or indirect interest and which exceeds $120,000 (such transaction referred to as a “related person” transaction) and any material amendment or modification to a related person transaction, be reviewed and approved or ratified by a committee of the board composed solely of independent directors who are disinterested or by the disinterested members of the board; and

that any transaction in which the Company is a participant, a related person has a material direct or indirect interest and which exceeds $120,000 (such transaction referred to as a “related person” transaction) and any material amendment or modification to a related person transaction, be reviewed and approved or ratified by a committee of the board composed solely of independent directors who are disinterested or by the disinterested members of the board; and

 

●

that any employment relationship or transaction involving an executive officer and the Company must be approved by the Compensation Committee or recommended by the Compensation Committee to the board for its approval.

that any employment relationship or transaction involving an executive officer and the Company must be approved by the Compensation Committee or recommended by the Compensation Committee to the board of directors for its approval.

 

In connection with the review and approval or ratification of a related person transaction, management must:

 

●

disclose to the committee or disinterested directors, as applicable, the material terms of the related person transaction, including the approximate dollar value of the amount involved in the transaction, and all the material facts as to the related person’s direct or indirect interest in, or relationship to, the related person transaction;

disclose to the committee or disinterested directors, as applicable, the material terms of the related person transaction, including the approximate dollar value of the amount involved in the transaction, and all the material facts as to the related person’s direct or indirect interest in, or relationship to, the related person transaction;

 

●

advise the committee or disinterested directors, as applicable, as to whether the related person transaction complies with the terms of our agreements governing our material outstanding indebtedness that limit or restrict our ability to enter into a related person transaction;

advise the committee or disinterested directors, as applicable, as to whether the related person transaction complies with the terms of our agreements governing our material outstanding indebtedness that limit or restrict our ability to enter into a related person transaction;

 

●

advise the committee or disinterested directors, as applicable, as to whether the related person transaction will be required to be disclosed in our SEC filings. To the extent required to be disclosed, management must ensure that the related person transaction is disclosed in accordance with SEC rules; and

advise the committee or disinterested directors, as applicable, as to whether the related person transaction will be required to be disclosed in our SEC filings. To the extent required to be disclosed, management must ensure that the related person transaction is disclosed in accordance with SEC rules; and

 

●

advise the committee or disinterested directors, as applicable, as to whether the related person transaction constitutes a “personal loan” for purposes of Section 402 of the Sarbanes-Oxley Act of 2002.

advise the committee or disinterested directors, as applicable, as to whether the related person transaction constitutes a “personal loan” for purposes of Section 402 of the Sarbanes-Oxley Act of 2002.

 

In addition, the related person transaction policy provides that the Compensation Committee, in connection with any approval or ratification of a related person transaction involving a non-employee director or director nominee, should consider whether such transaction would compromise the director or director nominee’s status as an “independent,” “outside,” or “non-employee” director, as applicable, under the rules and regulations of the SEC, NASDAQ and the Internal Revenue Code.

 

In 2017, there were no related party transactions that are required to be disclosed pursuant to the SEC rules and regulations.

In January 2018, we entered into an agreement with Liberty Media to license approximately 800 square feet of space and provide office services in one of our New York offices for use by Formula One, a subsidiary of Liberty Media. Liberty Media payspaid us an annual fee of $25,000 for the use of this space. The agreement was approved by our independent directors. The parties terminated this agreement in 2019.

We have entered into several agreements with Live Nation in the ordinary course of business, including agreements associated with our marketing operations. The amounts payable by us to Live Nation did not exceed 1% of either company’s consolidated gross revenues. Michael Rapino, the President and Chief Executive Officer of Live Nation, is a member of our board of directors.

In 2017, we entered into an agreement with Michael Shank Racing, Inc., the owner of a professional race car team competing in the IndyCar Series, and AutoNation, Inc. to jointly sponsor a professional race car team. In 2018, Mr. Meyer, our Chief Executive Officer, purchased a 44% interest in Michael Shank Racing, Inc., and the company changed its name to Meyer Shank Racing, Inc. Promptly following Mr. Meyer’s purchase of his interest in Meyer Shank Racing, Inc., our board of directors reviewed our agreement and relationship with the company and approved our continuing association. In 2019, we and AutoNation, Inc. entered into an amendment to our racing team sponsorship agreement with Meyer Shank Racing, Inc. The amendment increased the number of races our affiliated team participates in, provided us additional marketing benefits, and increased our financial sponsorship obligation. In 2020, we and AutoNation, Inc. renewed this racing team sponsorship agreement with Meyer Shank Racing, Inc. for the 2020 and 2021 racing seasons.

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On November 26, 2019, Liberty Media offered and sold in a private offering $525 million aggregate original principal amount of 2.75% Exchangeable Senior Debentures due 2049 (the “Debentures”). The Debentures are exchangeable for shares of our common stock. Upon an exchange of Debentures, Liberty Media, at its option, may deliver our common stock, the value thereof in cash or shares of Liberty Media’s Series C Liberty SiriusXM Common Stock (“LSXMK”) or any combination of shares of our common stock, cash and/or shares of LSXMK.

Concurrently with the pricing of that offering, we agreed to purchase 18,279,670 shares of our common stock in a privately negotiated transaction through one of the initial purchasers of the Debentures. We repurchased such shares at a purchase price of $6.76 per share, which was a discount of approximately 2.9% to the closing price per share of our common stock on November 21, 2019, the date of the pricing of the Debentures. This repurchase could have increased (or reduced the size of any decrease in) the market price of our common stock and have could in turn resulted in a higher effective exchange price for the Debentures.

Compensation Paid to Related Parties

David Greenstein, the son of our President and Chief Content Officer, Scott A. Greenstein, is employed by our subsidiary, Pandora, as an Associate Product Manager in Oakland, California. The total value of the compensation paid to Mr. David Greenstein in 2019 for services rendered to us in all employment capacities (calculated using the same methodology we use for calculating our CEO’s compensation as shown in the “Total” column of the 2019 Summary Compensation Table) was $156,623. Mr. David Greenstein has been employed by Pandora since March 18, 2019.

What is the relationship between Sirius XMSiriusXM and Liberty Media Corporation?

In February and March 2009, we entered into several transactions to borrow up to $530 million from Liberty Media Corporation and its affiliates. All of these loans were repaid in cash in 2009.

 

As part of the transactions with Liberty Media, in February 2009, we entered into an investment agreement (the “Investment Agreement”) with Liberty Radio, LLC, an indirect wholly-owned subsidiary of Liberty Media. Pursuant to the Investment Agreement, we issued to Liberty Radio, LLC 12,500,000 shares of convertible preferred stock in partial consideration for the loan investments. The preferred stock was convertible into approximately 40% of our outstanding shares of common stock (after giving effect to such conversion).

 

In September 2012, Liberty Radio, LLC converted 6,249,900 shares of its preferred stock into 1,293,467,684 shares of our common stock. In January 2013, the Federal Communications Commission granted Liberty Media approval to acquirede jure control of us, and Liberty Radio, LLC converted its remaining preferred stock into an additional 1,293,509,076 shares of our common stock. As a result of these conversions of preferred stock and additional purchases of our common stock, Liberty Media then beneficially owned, directly and indirectly, over 50% of our outstanding common stock.

 

Three individuals who are affiliated with Liberty Media, either as executives, senior advisors or members of the board of directors of Liberty Media, are members of our board of directors. Gregory B. Maffei, the President and Chief Executive Officer of Liberty Media, is the Chairman of our board of directors.

 

As a result, Liberty Media has the ability to control our affairs, policies and operations, such as the appointment of management, future issuances of our common stock or other securities, the payment of dividends on our common stock, the incurrence of debt by us, amendments to our certificate of incorporation and by-laws and the entering into of extraordinary transactions, and their interests may not in all cases be aligned with the interests of other stockholders. In addition, Liberty Media can determine the outcome of all matters requiring general stockholder approval and has the ability to cause or prevent a change of control of our Company or a change in

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the composition of our board of directors and could preclude any unsolicited acquisition of our Company. The concentration of ownership could deprive stockholders of an opportunity to receive a premium for their common stock as part of a sale of our Company and might ultimately affect the market price of our common stock.

 

Does Sirius XMSiriusXM have corporate governance guidelines and a code of ethics?

Our board of directors adopted theGuidelineswhich set forth a flexible framework within which the board, assisted by its committees, directs our affairs. TheGuidelinescover, among other things, the composition and functions of our board of directors, director independence, management succession and review, committee assignments and selection of new members of our board of directors.

 

Our board of directors has also adopted aCode of Ethics,, which is applicable to all our directors and employees, including our chief executive officer, principal financial officer and principal accounting officer.

 

OurGuidelinesand theCode of Ethicsare available on our website athttp://investor.siriusxm.comunder “Corporate Governance” and in print to any stockholder who provides a written request for either document to our Corporate Secretary. If we amend or waive any provision of theCode of Ethicswith respect to our directors, chief executive officer, principal financial officer or principal accounting officer, we will, if required, post the amendment or waiver at this location on our website.

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EXECUTIVE COMPENSATIONExecutive Compensation

Compensation Discussion and Analysis

IntroductionINTRODUCTION

This Compensation Discussion and Analysis, or “CD&A,” describes and analyzes our executive compensation program for our Chief Executive Officer, our Chief Financial Officer and our three other most highly compensated executive officers named in our Summary Compensation Table. We refer to these five officers throughout this CD&A and the accompanying tables as our “named executive officers.”

Executive SummaryEXECUTIVE SUMMARY

The Compensation Committee is responsible for developing and maintaining a compensation program for our senior management, including our named executive officers. Our executiveThe goal of our compensation program playsprograms is to provide competitive compensation packages that (1) help ensure we recruit and retain the high caliber executives we need to achieve our business strategy and financial goals, (2) deliver positive returns to our stockholders over both the short-term and the long-term and (3) compensate our executives in a key roleway that appropriately encourages and rewards their performance. To achieve this, the Compensation Committee designs our compensation packages with great care and consideration in ourorder to reward (i) company performance as measured by strategic, operating and financial success.results, (ii) individual contributions to those results and (iii) stock price growth on both an absolute and a relative basis. The Compensation Committee has strivedseeks to designensure that a large portion of our named executive officers’ compensation program with great care, focusing firstis performance-based and/or equity-linked rather than fixed, and foremost on the behaviorsawards are balanced between short-term and performancelong-term compensation to incentivize our executives to achieve strong operating and financial results, while achieving long-term strategic objectives that the program 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.drive sustainable stockholder value. The Compensation Committee believes that our ability to attract and incentivize executive talentretain talented and experienced individuals to think strategically and execute the Company’s business objectives is essential to our long-term success, particularly in light of the 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 our interests—and particularly the interests of the Company and its stockholders isour stockholders—are 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 regularly receives information regarding our compensation program’s design, bonus targets and equity grant guidelines. The Compensation Committee may modify its practices, including with respect to the mix of securitiesequity-based components that are included in our compensation program, to respond to market practices and other events and best servefurther strengthen the interests of our stockholders.link between executive and stockholder interests.

In 2017,addition, the Compensation Committee didbelieves that the diversity of our businesses, overlaid with the impact of potential cyclical factors, including factors affecting the sales of vehicles in the United States, as well as macroeconomic and social factors (such as the coronavirus crisis) on a global scale, can make financial goal-setting a challenge for us, both on a short-term and long-term basis. The work that our named executive officers must do to successfully operate our businesses, including working constructively, proactively and cohesively together and fostering a culture of integrity and respect, does not engage an independent consulting firmat all times readily lend itself to assist it in evaluating our compensation practices. In 2016,formulaic measurements, and a proper assessment requires 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 spent several months working with representativesuse 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 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.business judgment.

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EXECUTIVE COMPENSATION •COMPENSATION DISCUSSION AND ANALYSIS

Do’s and Do Not’s of Executive Compensation

What We Do	ü		Where appropriate, grant performance-based restricted stock units to ensure that a majority of executive pay is tied to performance
		ü
			Include clawback provisions in our executive employment agreements
		ü
			Provide reasonable post-employment and change in control protections as retention tools
		ü
			Include a “double-trigger” change in control provision in our Sirius XM Holdings Inc. 2015 Long-Term Stock Incentive Plan (the “2015 Plan”)
			Prohibit short sales and other hedging activities of our common stock by employees
What We Don’t Do	û		Include golden parachute excise tax gross-ups in employment agreements
		û
			Reprice underwater stock options without stockholder approval
		û
			Provide excessive perquisites
		û
			Offer defined benefit pension plans or supplemental executive retirement plansplans; instead we offer an unfunded deferred compensation plan as an additional retirement vehicle for executive officers

Result of 2017 Say-on-Pay Vote

At our annual meeting of stockholders in 2017 we held an advisory “say on pay” vote on the compensation of our named executive officers. Ourofficers as required under Section 14A of the Exchange Act. At that meeting, our stockholders overwhelmingly approved the compensation of our named executive officers, with almost 94% of our common stock that voted casting votes in favor of our say on pay resolution. The Compensation Committee considered the strong support of our stockholders expressed for our overall compensation programs and philosophy and determined that our programs continue to provide a competitive pay-for-performance package that effectively aligns the interests of 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 as a result of that vote.

At our annual meeting of stockholders in 2017, we also held aan advisory vote on the frequency with which we conduct our future advisory say on pay votes. Over 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 our 2020 annual meeting of stockholders.years.

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EXECUTIVE COMPENSATION •COMPENSATION DISCUSSION AND ANALYSIS

Fiscal Year 20172019 Business Highlights

We believe that the compensation program for our senior management, including our named executive officers, was an important tool in helping us deliver strong operating and financial performance strengthen our business and create value for our stockholders in 2017. We believe2019. Our board of directors credits the compensation programleadership of James E. Meyer and our other named executive officers for senior management is directly alignedworking cohesively to effectively manage our businesses, for fostering our entrepreneurial and innovative workplace culture while maintaining our commitment to act with integrity and respect and give back to the interestscommunities in which we operate, for our achievement of stockholders. Operating in an intensively competitive,strong operating and rapidly changing businessfinancial performance over the past several years and technological environment, ourfor their strategic vision.

Our strong financial results exceededallowed us to (i) reinvest in our public guidance.business to compete effectively and adapt to changing consumer behavior, (ii) return significant capital to stockholders while maintaining a strong balance sheet, and (iii) complete our acquisition of Pandora Media, Inc. (“Pandora”) to create a strong audio entertainment company. Further, we believe that we remain

well positioned to capitalize on opportunities and successfully address future business challenges.

The following descriptionillustration highlights our successful financial and operating results for 2017:2019:

Added approximately 1.56 million net new subscribers, resulting in a total of approximately 32.7 million subscribers at year end, 8%		14%		9%

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Primary Objectives of our Compensation ProgramsEXECUTIVE COMPENSATION •COMPENSATION DISCUSSION AND ANALYSIS

PRIMARY OBJECTIVES OF OUR COMPENSATION PROGRAMS

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Program ObjectivesEXECUTIVE COMPENSATION •COMPENSATION DISCUSSION AND ANALYSIS

We strivePROGRAM OBJECTIVES

Our compensation philosophy is driven by our objective to motivate, rewardattract and retain highly qualifiedthe premier talent needed to lead SiriusXM in a dynamic, innovative and extremely competitive environment and to strongly align the interests of our executives with those of our stockholders for the skills and experience necessary to provide leadership for our success.long-term. 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.increasing value for our stockholders.

We achieve these objectives through three primary compensation elements:

The Compensation Committee believes that equity awards motivate executives to execute on long-term strategic objectives and that achieving these objectives are the principal drivers of stockholder value creation. Accordingly, the value of equity-based awards representsrepresent a significant portion of our executives’ compensation, which is linked to the creation of long-term stockholder value.compensation.

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EXECUTIVE COMPENSATION •COMPENSATION DISCUSSION AND ANALYSIS

For 2017,2019, approximately 90%89% of our Chief Executive Officer’s direct compensation (defined as base salary, annual bonus and long-term incentive awards), and approximately 83%84% of the direct compensation for our other named executivesexecutive officers, was “at risk,” as illustrated below. Long-term

incentive compensation includes a pro rata portion of the equity compensation from 20172019 and prior years that vestsvested or compensatescompensated the employee during 2017.2019.

CEO Pay Mix		Other NEOs Pay Mix

How We Determine Executive CompensationHOW 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 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, monitormonitors “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

The Compensation Committee does not set compensation components to meet specific market levels and does not benchmark executive compensation against any set peer group of companies. However, from time to time, the Compensation Committee also finds it useful to look at compensation levels at various other companies controlled by Liberty Media in evaluating whether our compensation program, both as a whole orand with respect to individual compensation arrangements,elements, are reasonable and within a competitive range.

In making decisions with respect to a named executive officer’s compensation, the Compensation Committee takes a holistic approach and, in addition to the above, considers several factors, including but not limited to:

In addition, the work that our officers must do to satisfactorily operate our businesses, including working constructively, proactively and cohesively together and fostering a culture of integrity and respect, does not readily lend itself to formulaic measurements, and a proper assessment requires the Compensation Committee to use its business judgment. The Compensation Committee does not consider past wealth accumulation in connection with its compensation decisions. The Compensation Committee believes that itexecutives should retain discretion to adjust thenot be penalized in future years for strong performance in prior years; that all employees, regardless of their financial situation, should have a compensation of apackage that is competitive for their respective positions.

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EXECUTIVE COMPENSATION •COMPENSATION DISCUSSION AND ANALYSIS

(Each 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 requiredis employed pursuant to any lawagreements described under “Potential Payments or regulation.Benefits Upon Termination or Change in Control—Employment Agreements” below.)

Role of Executive Officers in Determining Executive Compensation

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 respectOther Considerations in Determining Executive Compensation

The Compensation Committee believes that it should retain discretion to adjust the compensation of a named executive officer’s compensation,officer from time to time to reward performance, to reflect the Compensation Committee considersassumption of additional responsibilities, the officer’s leveloccurrence of responsibility, experienceunanticipated circumstances, and contributions andupon the size and mixnegotiation of each element that formsnew employment agreements or 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’srenewal of employment agreement, including compensation payable upon termination of employment. (Each named executive officer is employed pursuant to agreements described under “Potential Payments or Benefits Upon Termination or Change in Control—Employment Agreements” below.)agreements.

Each Element of Our Executive Compensation Program and How it WorksEACH 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

a discussion of the specific factors considered in determining the levels of these compensation elements for the named executive officers for 2017.2019.

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 executive for the executive’s day-to-day duties. However, base salary increases are not automatic or guaranteed. 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:

The Compensation Committee does not apply specific weighting to any one factor in setting an executive officer’s base salary, and also considers the recommendations of our Chief Executive Officer (except as to his own compensation). when determining base salary amounts. The Compensation Committee believes that a competitive base salary is an important component of compensation by providing financial stability for the named executive officers.officers while helping to attract and retain executive talent. In setting base salaries, the Compensation Committee also believes that, in order to better align the interests of our executives with those of our stockholders, 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 annual bonus and equity compensation, thereby aligning the interests of our executives more closely with those of our stockholders.equity-based compensation.

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EXECUTIVE COMPENSATION •COMPENSATION DISCUSSION AND ANALYSIS

Annual Incentives

To guide the Compensation Committee in determining annual bonus amounts for the named executive officers, in 20172019, the Compensation Committee measured our performance using various criteria which we publicly report, such as increases in subscribers, revenue, and adjusted EBITDA and the level of monthly active users (“MAUs”) at Pandora as contained in our annual business plan and budget, which we publicly report.budget. 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. The Compensation Committee believes that incentivizing performance in this fashion is likely to lead to long-term, sustainable gains in stockholder value. 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 20172019 Pay Results—Payment of Performance-Based Discretionary Annual Bonuses for 2017”2019” and are reflected in the “Bonus” column of the 20172019 Summary Compensation Table.

Long-term IncentiveEquity-Based 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 at the time they enter into or renew their employment agreements and revisit the analysis as part of its annual review of executive compensation, with grants, if any, taking place followingduring periods in which employees are permitted to trade in our common stock. Equity awards are made by the release of quarterly or annual earnings. The Compensation Committee may alsoand in some cases are intended to cover multiple years and, in other circumstances, are made as an annual grant an equity award at the time of the renewal or renegotiation of an executive’s employment agreement.depending on individual circumstances.

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