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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ExtendingGrowth Priorities

We remain committed to our three strategic priorities – to own the car, expand streaming, and maintain leadership position in North American audio with premium, compelling content and multi-platform distribution.ad-supported audio. Underpinning all three of our priorities is our focus on giving listeners the best experience everywhere they tune in.

Own the Car

We continue to be the leader in the car, and are constantly working to evolve our business with new in-vehicle features and capabilities. Our unique, high-qualitypenetration rates in both new and relevant programming isused vehicle sales remained strong, 83% and 53%, respectively, at the coreclose of everything we do. Throughout 2020, we added tothe year, with our talent roster, created new music channels, held multiple live performances with top artists, and created virtual festivals to substitute for in-person ones on hiatus. We covered live broadcasts of major sporting events, including college football, the NBA, MLB and NHL playoffs and every NFL game. We also covered the election on a wide number of channels and from every perspective - right, left and center. And now artists, performers, and brands - from Kevin Hart to Marvel Entertainment — are drawn to our ability to offer multiple platforms for their content.

Expanding penetration of SiriusXM + 360L in vehicles to fuel long-term growth.

While 2020 was a down-year for auto sales, SiriusXM’s ability to increase penetration in new vehicles reflects the value of our offerings to both consumers and manufacturers. Automakers are more committed than ever to including SiriusXM in new cars. In 2020, the enabled fleet reached nearly 135now over 150 million cars.vehicles. Additionally, SiriusXM radios were in almost 50% of all used cars sold in the U.S. in 2020, a number that will continue to rise as the fleet turns over, vastly growing our opportunity in used cars.

Strengthening and extending our relationships with automakers remain priorities. In 2020, we completed agreements with GM, BMW and Kia and continue to expect these and other agreements with automakers to push our factory penetration to more than 80% this year, up from 73% in 2019 and 78% in 2020. This strong and growing new car penetration rate is a signal that automakers remain very committed to SiriusXM now and into the future.

We are making important progress in the rollout ofwe’ve expanded our 360L radios, which is the future of our platform in the car. This hybrid satellite + streaming solution transforms the listening experience for customers by introducing more personalized content and recommendations, and, in the future, will enable us to improve our targeted advertising. We anticipate that by 2025, approximately 80% of SiriusXM-equipped new vehicles sold will include our 360L platform. Major automakers are all moving toward adoption of our 360L platform.

Accelerating SiriusXM digital subscriptions and engagement.

We are also continuing to focus on new sources of growth outside the car. In 2020, we improved SiriusXM’s streaming offerings, driving out-of-car engagement among existing subscribers and acquiring streaming-only subscribers who may not have a need for an in-car subscription. Our streaming promotions enabled us to meet the needs of listeners who were working from home during the pandemic and increased our relevancefootprint, now with Gen X and younger generations. In a year with less mobility, we saw our satellite subscribers increase their engagement with our digital service outside the car, in both mobile and connected devices in the home. We see significant opportunities beyond the car for SiriusXM.

Strengthening our position as the largest and premier digital audio advertising platform in North America.

Our position in podcasting complements our leadership in free digital music streaming, as advertisers increasingly look to strategically buyover seven million 360L-enabled cars across multiple formats. Last year, we expanded our capabilities and offerings by building out our podcast platform with20 automotive brands following the additions of SimplecastJaguar, Land Rover, Lamborghini and Stitcher to our suite of services, including those from Pandora and AdsWizz. Today, SiriusXM is a one-stop podcasting shop able to meet the needs of podcast creators, publishers, and advertisers, while also providing listeners with access to great shows, series and programming. Across our audio brands, we offer a podcast advertising solution that integrates enhanced targeting, transparent delivery and measurement, bespoke creative and exclusive programming access.

Pandora provides SiriusXM with important scale and monetization opportunities, while enhancing our digital product offerings and extending our reach. Importantly, Pandora is the largest free digital audio platformNissan vehicles in the US, and it has enabled our on-and off-platform ad tech and sales growth. However, we recognize that Pandora has lost listeners in the past several years. Attracting new listeners to Pandora, and winning back consumers who2022.

have left the platform, is an important focus for us in 2021. This is notOur easy-to-use and superior in-car user experience has always been a small challenge for us. We plan to continue to work on finding the right mix of content, distribution, product improvements and messaging that will energize consumers about our ad-supported Pandora product. The Pandora platform is an important part of our visiondifferentiator for SiriusXM, and it remains critical to our business as we look toward the exciting work to come in the year ahead. Just as cars today look radically different from how they did even just a few years ago, we are excited about its future in maximizingcommitted to driving a consumer-first look and feel for our cross-application capabilities.listeners that is innovative and fresh.

LeveragingExpand Streaming

Alongside our in-car innovations, we are focused on expanding streaming – a key growth driver of our business model– with offerings built for people, not devices, and providing our subscribers with the best experience everywhere they tune in. In 2023, we are laying the groundwork for the next generation of SiriusXM, investing in a revamped consumer experience and a new technology infrastructure. These systems will be built to scale, bring further innovation to 360L, and will allow us to be more agile and dynamic both in and out of the car. And ultimately, they will allow us to launch a reimagined SiriusXM experience in late 2023, one that takes the ease and connection we have in-car and extends it everywhere our subscribers go while inviting new listeners in as our standalone streaming business grows.

Ad Leadership

Through SXM Media, our combined advertising sales group across SiriusXM, Pandora, and podcasts, and our ad-tech group, AdsWizz, we are well positioned to deliver significant adjusted EBITDAresults for advertisers looking to tap into the power of audio. Within podcasting specifically, we are a top player, representing five of the top 20 shows in Edison Research’s podcast rankings, the most of any network. Additionally, in 2022 we rolled out new audience-based podcast products, which help to provide greater efficiency through automation – which is still nascent in podcasting – and free cash flowto welcome new advertisers. Across our ad platform, we realized $1.77B in revenue in 2022, and are excited by the ongoing growth and monetization opportunities within podcasting.

An Elite Lineup of Top Brands and On-Air Talent for our stockholders.All Segments

Our business model remains strong; we expect to continue generating significant adjusted EBITDA and free cash flow this year and in the years to come. This, combined with our strong balance sheet, gives us enormous flexibility to invest in our business, content and platforms, consider opportunistic acquisitions, and continue returning significant capital to our stockholders.

In 2021, At our core, our value proposition to listeners remains the same: we will invest infuel fandom, giving our business, our technologylisteners the content that moves them, from sports and our peoplemusic to remaintalk and podcasts. Our incredible slate of talent and programming is truly unparalleled, and over the leader in audio in North America, and continuepast year, has only continued to look for new and exciting ways to grow by further leveraging and developing our unique assets, people and skillsets. Let me note this about our workforce: I firmly believe a diverse and inclusive workforce is both the right thing to do and simply the best for our business. Diversity, equity and inclusiongrow. We are vital to our future, and we have taken focused actions to broaden our talent pipeline through collaboration with diverse professional organizations for both recruitment and development opportunities.

Ultimately, our strong 2020 performance is a testamenthome to the dedication of our employees. I’m very proud of how they navigated the challenges of remote work while also staying focused on the healthbiggest artists with exclusive music channels, such as Drake’s Sound 42 and safety of their families. Their ability to innovateBruce Springsteen’s E Street Radio. Our hosts, including Howard Stern, Gayle King, Conan O’Brien, Tinx, Kevin Hart, Andy Cohen, and maintain an unrelenting focus on our business objectives will continue to drive SiriusXM’s success.

I also want to thank Jim Meyer for his contributions as SiriusXM’s CEO. It has been an extraordinary privilege working with Jim and learning from him over the years. SiriusXM has grown significantly because of Jim’s vision, leadership and stewardship, and he retired leaving SiriusXM well-positioned for its next phase of growth and value creation.

I look forward to updating you throughout 2021. On behalf of our Board, employees and talent, thank you for your trust and investment in SiriusXM.

Sincerely,

Jennifer Witz

Chief Executive Officer

SiriusXM

many more, create emotionally engaging experiences that are habit-forming for our listeners, with must-hear moments happening on our air every day that they can’t get anywhere else. And we offer the most diverse and comprehensive line-up of exclusive sports, comedy, politics and news channels in audio.

For creators, we offer a unique platform to share their authentic voices and stories; for listeners, we offer exclusive access to the voices of their generation. Whether it’s live on our air, streaming on Pandora, on demand with podcasts, or even at one of the 300+ events we produced in 2022, we are driving listening everywhere fans tune in, and loyalty within our subscriber base.

2023 is a critical moment in our history, and we believe we are taking the necessary steps to future-proof this organization for its next era. We continue to be focused on maintaining and building our business in profitable ways. Our three growth priorities remain at the core of our strategy, and are evolving with our business. We are doubling-down on our existing talent and programming, and are finding new ways to do more with our brands. We have organized our business to become more agile and efficient to allow us to effectively focus all our resources toward our key priorities and goals for the year. And while we remain disciplined in our spending, we are laser-focused on our vision to shape the future of audio where everyone is effortlessly connected to the voices, stories, and music they love.

On behalf of the Board, employees and talent at SiriusXM, we want to thank you for your continued support for and commitment to the Company. We are excited about the opportunities ahead, and look forward to keeping you updated on our progress.

Sincerely,

Chief Executive Officer
SiriusXM

Notice of 2021

2023
Annual Meeting of Stockholders

Whether or not you expect to attend 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 protect the environment, and 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 20, 202121, 2023

Table Of Contents

Proxy Statement Summary

20212023 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

1221 Avenue of the Americas

35th Floor

New York, New York 10020

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 Thursday, June 3, 2021,1, 2023, beginning at 8:30 a.m. EDT, at www.virtualshareholdermeeting.com/SIRI2021,SIRI2023, 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 20, 2021.21, 2023.

About the 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 20212023 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 8, 20216, 2023 (the “Record Date”), 4,102,413,3323,875,157,686 shares of our common stock were outstanding.

2023 PROXY STATEMENT

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PROXY STATEMENT ● ABOUT THE MEETING

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Item 1—Election of Directors

Thirteen director nominees are standing for election at the annual meeting. The Nominating, Environmental, Social 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 Company and other reasons discussed in this proxy statement.

The Nominating, Environmental, Social 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. Our board of directors is committed to having a diverse board. The charter of the Nominating, Environmental, Social and Corporate Governance Committee provides that the Committee may include diversity in identifying director candidates.candidates. In furtherance of this commitment, it is the policy of the Nominating, Environmental, Social and Corporate Governance Committee requiresto require that any list of candidates to be considered by the Committee for nomination to our board include a diverse pool of candidates with a diversity of race, ethnicity, gender, gender identity and gender.sexual orientation. Any third party consultant asked to furnish an initial list will be requested to include such candidates. Among the members of our board of directors, four self-identify as female, and one member self-identifies as African-American.

The Nominating, Environmental, Social 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, Environmental, Social and Corporate Governance Committee to conclude that our nominees should serve on the board of directors are generally described in the biographical information below.

After discussion among members of the board of directors, and upon the review and recommendation of the Nominating and Corporate Governance Committee, the Board determined not to renominate Joan L. Amble, Mark D. Carleton and James F. Mooney for election by stockholders at the 2021 annual meeting. The decision of the board was a collaborative conclusion reached after discussions with Ms. Amble and Messrs. Carleton and Mooney and was based on several factors, including the long-standing service by Ms. Amble and Messrs. Carleton and Mooney to the Company, the desire to add individuals to the board with further relevant experience in digital sales, media and entertainment who can share their perspectives as part of the board’s deliberations and, to a lesser extent, the Nominating and Corporate Governance Committee’s appreciation of the significant amount of work that Ms. Amble and Messrs. Carleton and Mooney have performed as directors for many years and the substantial on-going commitment of time and energy that service on the board of directors entails. Ms. Amble and Messrs. Carleton and Mooney are expected to serve the remainder of their respective terms, which are set to expire at the annual meeting. The decision not to renominate Ms. Amble and Messrs. Carleton and Mooney was not a product of any disagreement with them or other event or circumstance which would have disqualified them from service on the board of directors. The Company is grateful to each of Ms. Amble and Messrs. Carleton and Mooney for their contributions and their many years of dedicated service on the board of directors.

Upon the review and recommendation of the Nominating and Corporate Governance Committee, the board of directors has nominated Ms. Robin P. Hickenlooper and Mr. David A. Blau, who are not currently directors, for election to the board at the 2021 annual meeting. Ms. Hickenlooper is Senior Vice President, Corporate Development, of Liberty Media Corporation, and Mr. Blau is Executive Vice President, Corporate Development, of Liberty Media Corporation, which recommended both Ms. Hickenlooper and Mr. Blau to the Nominating and Corporate Governance Committee. Additional biographical information regarding Ms. Hickenlooper and Mr. Blau is included below. If Ms. Hickenlooper and Mr. Blau are elected by stockholders at the annual meeting, our board of directors will consist of thirteen directors, seven of whom will be independent under the provisions of our Corporate Governance Guidelines and the listing standards of NASDAQ Global Select Market Rules.

The board of directors is expected to reduce its size from fourteen to thirteen directors effective immediately prior to the 2021 annual meeting. Following the annual meeting and upon the recommendation of the Nominating and Corporate Governance Committee, the board of directors also expects to reorganize the standing committees of the board to give effect to the departures of Ms. Amble and Messrs. Carleton and Mooney.

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2021 PROXY STATEMENT

ITEM 1—ELECTION OF DIRECTORS

In 2020,2022, 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 20222024 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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ITEM 1—ELECTION OF DIRECTORS

Biographical information about this year’s nominees:

DAVID A. BLAU Age: 52 Age: 50 POSITION, PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE AND DIRECTORSHIPS
David A. Blau has been Executive Vice President, Corporate Development, of Liberty Media Corporation since March 2021. Mr. Blau has never served on our board of directors prior to his nomination.been a director since June 2021.
Prior to joining Liberty Media, Mr. Blau served as Vice President of Strategy and Corporate Development for Cox Enterprises, a leading communications, media and automotive services company. He spent 19 years with Cox Communications, the company’s broadband communications and entertainment division, and served in various leadership roles including as Vice President of Mergers & Acquisitions. Prior to joining Cox, he served as senior accountant for Deloitte & Touche, LLP in Atlanta. He previously served on the board of directors for BrightFarms, InSite Wireless, Ouster, Cognosos and the Chastain Park Conservancy.
Key Attributes, Experience and Skills: Mr. Blau has extensive experience in communications and media businesses, including in the evaluation and integration of acquisitions. His experience, particularly at Cox, is expected to be useful in, and provideprovides a valuable perspective on, the board’s evaluation of media industry trends and opportunities, and the consideration of strategic acquisitions and alternatives.

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ITEM 1—ELECTION OF DIRECTORS

EDDY W. HARTENSTEIN Age: 72 Age: 70 POSITION, PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE AND DIRECTORSHIPS
Mr. Hartenstein has been a director since July 2008, served as the chairman of our board from November 2009 to April 2013 and has served as our lead independent directorLead Independent Director since April 2013. From May 2005 until the closing of the merger with XM Satellite Radio Holdings Inc. (“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. 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 the Lead Independent Director of Broadcom, Inc. and is a member of the board of directors of The City of Hope. Mr. Hartenstein previously served as a director of Tribune Publishing Company, TiVo Corporation (and Rovi Corporation prior to itsIts merger with TiVo Corporation), SanDisk Corporation and Yahoo! Inc.
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.

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ITEM 1—ELECTION OF DIRECTORS

ROBIN P. HICKENLOOPER Age: 44 Age: 42 POSITION, PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE AND DIRECTORSHIPS
Robin P. Hickenlooper has been Senior Vice President, Corporate Development, of Liberty Media Corporation since 2010. Ms. Hickenlooper has been a director since June 2021 and previously served on our board of directors from January 2013 to September 2013.
Ms. Hickenlooper has served in senior corporate development roles at Liberty Media since 2010. Prior to joining Liberty Media in 2008, Ms. Hickenlooper worked at Del Monte Foods and in investment banking at Thomas Weisel Partners. She has been a member of the board of directors of Chipotle Mexican Grill, Inc. since December 2016, and serves as a member of its Audit and Risk Committee and as Chair of its Nominating and Corporate Governance Committee. She previously served on the board of directors of FTD Companies, Inc.
Key Attributes, Experience and Skills: Ms. Hickenlooper has been involved with Liberty Media’s investment in SiriusXM since its inception. As a result, she has a broad and extensive knowledge of our operations and business. In her role at Liberty Media, she has also been involved in the assessment and evaluation of acquisitions in the media and entertainment industries, including our acquisitions of Pandora Media, Inc. (“Pandora”) and other programming and related infrastructure assets. Her experience is expected to be useful in, and provideprovides a valuable perspective on, our financial and operating performance, the value and integration of acquisitions, and media industry trends and opportunities.

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2021 PROXY STATEMENT

ITEM 1—ELECTION OF DIRECTORS

JAMES P. HOLDEN Age: 71 Age: 69 POSITION, PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE AND DIRECTORSHIPS
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 Snap-On Incorporated andIncorporated. Mr. Holden served as a member of the board of directors of Elio Motors, Inc. Mr. Holden serveduntil November 2021 and as the Lead Director of Speedway MotorSports, Inc. during the last five years.until 2019.
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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2023 PROXY STATEMENT

ITEM 1—ELECTION OF DIRECTORS

GREGORY B. MAFFEI Age: 62 Age: 60 POSITION, PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE AND DIRECTORSHIPS
Mr. Maffei has been a director since March 2009 and has served as the chairman of our board since April 2013.
HeMr. Maffei has served as a director and the President and Chief Executive Officer of Liberty Media (including its predecessors) since May 2007, and Liberty Broadband since June 2014 and Liberty Media Acquisition Corporation since November 2020.2014. 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 Qurate Retail since March 2018 and as a director of Qurate (including its predecessor) since November 2005. Mr. Maffei also served as the President and Chief Executive Officer of (i) Liberty Media Acquisition Corporation from November 2020 to December 2022, (ii) GCI Liberty from March 2018 until its combination with Liberty Broadband in December 2020 and (ii)(iii) Quarte Retail (including its predecessor) from February 2006 until March 2018. He also served as Quarte Retail’s 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 Live Nation Entertainment, Inc. since March 2013 and a director since February 2011, (ii) a director of Charter Communications, Inc. since May 2013, (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 and (iv) the Chairman of the Board of Tripadvisor, Inc. since February 2013. Mr. Maffei also served on the board of directors of GCI Liberty, StarzLiberty Media Acquisition Corporation and Pandora Media, Inc. (“Pandora”) during the 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, 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.

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ITEM 1—ELECTION OF DIRECTORS

EVAN D. MALONE Age: 52 Age: 50 POSITION, PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE AND DIRECTORSHIPS
Dr. Malone has been a director since May 2013.
Dr. Malone has served as President of NextFab Studio, LLC, which provides manufacturing-related technical training, product development and business acceleration services, since June 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. 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 as a director of Qurate since August 2008.
Key Attributes, Experience and Skills: Dr. Malone brings an applied science and engineering perspective to the board. Dr. Malone’s 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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ITEM 1—ELECTION OF DIRECTORS

JAMES E. MEYER Age: 68 Age: 66 POSITION, PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE AND DIRECTORSHIPS
Mr. Meyer currently serves as Vice Chairman of our board of directors and has been a director since January 2013.
Mr. Meyer served as our Chief Executive Officer from December 2012 through December 2020. Prior to becoming our Chief Executive Officer, 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-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 a director of Charter Communications, Inc. During the past five years, Mr. Meyer was 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.
Key Attributes, Experience and Skills: As our former Chief Executive Officer, Mr. Meyer has an intimate knowledge of our business and operations. In his former role, he was responsible for architecting our significant acquisitions, including Pandora and our connectconnected vehicle business, and has a unique understanding of how different parts of our business fit together and contribute to the enterprise as a whole. Mr. Meyer also has extensive experience as a leader in media and subscription businesses. His experience, including his experience as our former chief executive officer, is useful in, and provides the directors a valuable perspective on, our business and operations.

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2021 PROXY STATEMENT

ITEM 1—ELECTION OF DIRECTORS

JONELLE PROCOPE Age: 72 Age: 70 POSITION, PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE AND DIRECTORSHIPS
Ms. Procope has been a director since July 2020.
Since 2003, Ms. Procope has been the President and Chief Executive Officer of the Apollo Theater Foundation, Inc., a non-profit organization that operates the world famous Apollo Theater in New York and offers educational, summer internship programs, and school seminars. Ms. Procope began her career as a lawyer at Skadden, Arps, Slate, Meagher & Flom, LLP, an international law firm, and later held legal and business affairs positions at Viacom International, Inc., a global entertainment company, Bristol-Myers Squibb Company, a global biopharmaceutical company, and Blackground Records, an independent record label.
Key Attributes, Experience and Skills: Ms. Procope brings to the Board extensive experience as a senior executive in the entertainment industry and as an active member of many civic and community organizations in New York City, such as the boards of New York Public Radio, Lincoln Center for the Performing Arts, The Gracie Mansion Conservancy and the 125th Street Business Improvement District as well as a member of the NYC Landmarks50Landmarks 50 Advisory Committee.

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2023 PROXY STATEMENT

ITEM 1—ELECTION OF DIRECTORS

MICHAEL RAPINO Age: 57 Age: 55 POSITION, PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE AND DIRECTORSHIPS
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 extensive experience in marketing and promoting live entertainment, especially musical entertainment.

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ITEM 1—ELECTION OF DIRECTORS

KRISTINA M. SALEN Age: 52 Age: 50 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 Greenhouse Software, Inc., a hiring software company, since December 2022. She was the Chief Financial Officer of World Wrestling Entertainment, Inc., an integrated media company, sincefrom August 2020.2020 until November 2021. From February 2019 until May 2020, Ms. Salen was the Chief Financial Officer of Moda Operandi, Inc., an online luxury retailer, and 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. During the past five years, Ms. Salen iswas also a director of Cornerstone OnDemand, Inc., a cloud-based talent management software solution company, where she iswas Chair of the Audit Committee.
Key Attributes, Experience and Skills: Ms. Salen has extensive experiencingexperience 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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CARL E. VOGEL Age: 65 Age: 63 POSITION, PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE AND DIRECTORSHIPS
Mr. Vogel has been a director since April 2011.
Mr. Vogel is a private investor and an industry advisor focused on media and communications for KKR & Co Inc., a leading global investment firm. He is also an Executive Partner of Mill Point Capital, a middle market private equity firm; and Executive Chairman of Full Circle Fiber Partners, LLC, an investment platform focused on opportunities in fiber, engineering and technology. Mr. Vogel is alsowas formerly Senior Advisor and Operating Partner with The Gores Group, a memberprivate equity firm; a former Senior Advisor of the board of directors of DishDISH Network Corporation, a satellite television provider,Corporation; former President 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 DISH Network Corporation (formerly EchoStar Communications Corporation), a satellite delivered digital television services provider in the board of directors of,United States); the former Vice Chairman and as a Senior Advisor to,at EchoStar Communications Corporation. From 2001 until 2005, Mr. Vogel served asCorp., a developer of set-top boxes and other electronic technology; and the former President, and Chief Executive Officer and director of Charter Communications, Inc., a cable television and broadband servicesservice provider. Prior to joining Charter, Mr. Vogel worked as an executive officer in various capacities for companies affiliated with Liberty Media. Mr. Vogel is the chairman of Progress Acquisition Corp., a blank check company. Mr. Vogel is a member of the board of directors, chairman of the audit committee and a member of the executive committee of Shaw Communications, Inc., a diversified communications company providing broadband cable and direct-to-home satellite services in Canada. He is also a member of the board of directors and audit committee of Universal Electronics, Inc., a provider of wireless control technology for connected homes. In addition, Mr. Vogel is a member of the board of directors and chairman of the audit committee of AMC Networks, Inc., a providerglobal entertainment company. He is also a member of cable television programming. Mr. Vogel will be leaving the board of directors, audit committee and compensation committee of Dish Network Corporation on April 30, 2021, following that corporation’s annual meetingMadison Square Garden Entertainment Corp., which has announced the spin-off of stockholders.its traditional live entertainment business and will be renamed Sphere Entertainment Co. and will own the Sphere, MSG Networks and Tao Group Hospitality businesses. Mr. Vogel also served as a director of Ascent Media Corporation, Inc., DISH Network Corporation; Shaw Communications, Inc. and Progress Acquisition Corp. 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 DishDISH 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, our financial and operating performance, the board’s evaluation of media industry trends and opportunities, the assessment of executive talent, and the consideration of strategic acquisitions and alternatives.

JENNIFER C. WITZ Age: 54 Age: 52 POSITION, PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE AND DIRECTORSHIPS
Ms. Witz has served as our Chief Executive Officer and has been a director since January 2021.
From March 2019 through December 2020, Ms. Witz was our President, Sales, Marketing and Operations. From August 2017 until March 2019, she was our Executive Vice President, Chief Marketing Officer. Ms. Witz joined us in March 2002 and has served in a variety of senior financial and operating roles. Before joining SiriusXM, Ms. Witz was Vice President, Planning and Development, at Viacom Inc., a global media company, and prior to that she was Vice President, Finance and Corporate Development, at Metro-Goldwyn-Mayer, Inc., an entertainment company focused on the production and global distribution of film and television content. Ms. Witz began her career in the Investment Banking Department at Kidder, Peabody & Co Inc. She isDuring the past five years, she was a member of the board of directors of LendingTree, Inc., a leading online marketplace that connects consumers with financial products, and servesserved on its compensation committee.
Key Attributes, Experience and Skills: As our Chief Executive Officer, Ms. Witz is responsible for setting and executing the goals and strategies related to our business. Ms. Witz 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. Her ability as a director to share her views during the board’s deliberations is of significant benefit to the other members of the board of directors.

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DAVID M. ZASLAV Age: 63 Age: 61 POSITION, PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE AND DIRECTORSHIPS
Mr. Zaslav has been a director since May 2013.
Mr. Zaslav has been the President and Chief Executive Officer and a member of the board of directors of Warner Bros. Discovery, Inc., one of the world’s largest and most diverse media and entertainment companies, since April 2022. Mr. Zaslav was the President and Chief Executive Officer of Discovery Communications, Inc., one of the largest nonfiction media companies in the world, sincefrom January 2007 to April 2022, and a director sinceof that company from September 2008.2008 to April 2022. 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,American Cinematheque, The Cable Center, Grupo Televisa, Partnership for New York City and USC Shoah Foundation.Foundation and is an advisor to the Board of Directors of the Elie Wiesel Foundation for Humanity. He also is also a member of the Board of trusteesTrustees for Thethe Paley Center for Media, and the Mt.Mount Sinai Medical Center.Center and Syracuse University. He previously served as a director of Blade Air Mobility, Inc. from May 2021 until September 2021 and Lions Gate Entertainment Corp. from 2015 until May 2021.
Key Attributes, Experience and Skills: Mr. Zaslav, as the Chief Executive Officer of Warner Bros. 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 programmingcontent and marketing opportunities and trends in the audio entertainment industry.

The board of directors recommends a vote “FOR”the

election of each of the nominees named above.

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Board Membership Diversity

In accordance with the Board Diversity Rules (Rule 5605(f) and Rule 5606) of the NASDAQ Global Select Market (“NASDAQ”), the following Board Diversity Matrix presents the self-identified diversity statistics for our board of directors. The rule’s minimum diversity objective is two diverse directors, including one who self-identifies as female, and one who self-identifies as either an underrepresented minority or LGBTQ+. “Underrepresented Minority” means an individual who self-identifies as one or more of the following: Black or African American, Hispanic or Latinx, Asian, Native American or Alaska Native, Native Hawaiian or Pacific Islander, or Two or More Races or Ethnicities. “Two or More Races or Ethnicities” means a person who identifies with more than one of the following categories: White (not of Hispanic or Latinx origin), Black or African American, Hispanic or Latinx, Asian, Native American or Alaska Native, Native Hawaiian or Pacific Islander. As reflected below, our board of directors meets NASDAQ’s diversity objective.

Outside Commitments

In recent years, some investors and proxy advisors have instituted “bright-line” proxy voting policies on the number of outside public company boards that a director may serve on. The board of directors recognizes investors’ concerns that highly sought-after directors could lack the time and attention to adequately perform their duties and responsibilities, and the Nominating, Environmental, Social and Corporate Governance Committee rigorously evaluates each director’s performance and commitment to ensure their continued effectiveness as a director.

The board of directors recognizes that Mr. Maffei, Chairman of our board of directors and President and Chief Executive Officer of Liberty Media, also sits on the board of directors of several other companies in which Liberty Media has an investment or a management relationship, as well as the board of directors of Zillow Group, Inc. The Nominating, Environmental, Social and Corporate Governance Committee has considered the facts-and-circumstances of Mr. Maffei’s role, including the significant time and resources Mr. Maffei regularly dedicates to SiriusXM, the nature of his outside board commitments (which primarily relate to his role with Liberty Media), the synergies between his service on these other boards and ours, the nature of Liberty Media’s relationship with us, and Mr. Maffei’s broad industry knowledge, and concluded that Mr. Maffei’s outside service does not conflict with, and instead enhances, his role and responsibilities at SiriusXM.

The board of directors recognizes that Mr. Vogel, an independent director, also sits on the board of directors of Dish Network Corporation, Progress Acquisition Corp., Shaw Communications, Inc., Universal Electronics, Inc. and, AMC Networks, Inc. Mr. Vogel will be leaving the board of directors of Dish Network Corporation on April 30, 2021.and Madison Square Garden Entertainment Corp. The Nominating, Environmental, Social and Corporate Governance Committee has considered the facts-and-circumstances of Mr. Vogel’s role, including the significant time and resources Mr. Vogel regularly dedicates to SiriusXM as a director and as Chairman of the Compensation Committee, the fact that he is not presently the chief executive officer of a public

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company and subject to the significant time commitments that such a position requires, the nature of his

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other board commitments, the synergies between his service on these other boards and ours, and Mr. Vogel’s broad industry knowledge, and concluded that Mr. Vogel’s outside service does not conflict with, and instead enhances, his role and responsibilities at SiriusXM.

In addition, the board of directors recognizes that Mr. Zaslav, an independent director and President and Chief Executive Officer of Warner Bros. Discovery, Communications, Inc., also sits on the board of directors of Warner Bros. Discovery, Inc., Lions Gate Entertainment Corp., andAmerican Cinematheque, The Cable Center, Grupo Televisa, SAB.Partnership for New York City and USC Shoah Foundation, is an advisor to the Board of Directors of the Elie Wiesel Foundation for Humanity, and is a member of the Board of Trustees for the Paley Center for Media, the Mount Sinai Medical Center and Syracuse University. The Nominating, Environmental, Social and Corporate Governance Committee has considered the facts-and-circumstances of Mr. Zaslav’s role, including the significant time and resources Mr. Zaslav regularly dedicates to SiriusXM, the nature of his outside board and charitable commitments, the synergies between his service onto these other boards and ours,institutions and our board of directors, and Mr. Zaslav’s broad media industry knowledge, and concluded that Mr. Zaslav’s outside service does not conflict with, and instead enhances,augments, his role and responsibilities at SiriusXM.

For these reasons, the board of directors firmly believes that Mr. Maffei, Mr. Vogel and Mr. Zaslav will continue to provide SiriusXM with the necessary time and attention as well as valuable insight, and it has nominated each of them to continue their respective service on theour board 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.processes with a goal of responsibly growing our business and creating value for our stockholders.

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 greaterincreasing expectations than ever from governments and other stakeholders to address the impacts of technology on individual rights, cybersecurity, and environmental sustainability. Customers embrace technologybrands 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’scustomers’ 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: privacy-related risks; 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 risks (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 poseduncertainty created by the COVID-19 pandemic.pandemic and supply chain constraints. Among these are other significant strategic, operational, legal and environmental, social, and governance (ESG)(“ESG”) risks, including human capital risks such as those relating to sexual or other harassment, diversity and inclusion initiatives, and

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overall workplace employee culture. Our Chief Executive Officer regularly reports to the board of directors on our corporate culture, including our efforts to build a corporate culture based on integrity and respect, with the goal of working together to drive our business to be creative, innovative, competitive and competitive.valued by listeners and advertisers.

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How are nominees for the board of directors selected?

Our Nominating, Environmental, Social 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 and the board’s committees, management succession plans and executive resources.committees. The Nominating, Environmental, Social 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., 1221 Avenue of the Americas, 35th Floor, New York, New York 10020. Candidates who are suggested by our stockholders are evaluated by the Nominating, Environmental, Social and Corporate Governance Committee in the same manner as are other potential candidates to be directors.

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

It is the policy of the Nominating, Environmental, Social and Governance Committee to require that any list of candidates to be considered by the Committee for nomination to our board include a diverse pool of candidates with a diversity of race, ethnicity, gender, gender identity and sexual orientation. Any third party consultant asked to furnish an initial list will be requested to include such candidates.

The Nominating, Environmental, Social 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, Environmental, Social 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, Environmental, Social 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.

On July 14, 2020, the board unanimously appointed Ms. Procope to serve on our board effective as of the same date. Ms. Procope was identified by Mr. Meyer, our Chief Executive Officer and a director, and Mr. Scott A. Greenstein, our President and Chief Content Officer, as a candidate for our board to the Nominating and Corporate Governance Committee based upon their experience with her as the President and Chief Executive Officer of the Apollo Theater. Following the Nominating and Corporate Governance Committee’s review, consideration, discussion and evaluation of her candidacy, the Nominating and Corporate Governance Committee recommended that the board appoint Ms. Procope as a director.

On January 28, 2021, the board unanimously appointed Ms. Witz to serve on our board effective as of the same date. Ms. Witz was appointed to the board shortly after she assumed the role as our Chief Executive Officer as contemplated by her employment agreement.

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

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the Chief Executive Officer position because it allows the Chief Executive Officer to focus on our day-to-day business, including risk

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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. In addition, a separate Chairman provides an additional resource and level of support to our Chief Executive Officer. Our Corporate Governance 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, approximately 77%83% 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.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.Lead Independent Director. The lead independent directorLead Independent Director coordinates the activities of the other independent directors and performs such other duties and responsibilities as the board of directors determines. As the lead independent director,Lead Independent Director, Mr. Hartenstein also chairs executive sessions of our independent directors, chairs meetings of the board of directors in the absence of the Chairman, meets regularly with our Chairman and Chief Executive Officer, provides input on the design and functioning of the board of directors, and acts as the principal liaison between our Chairman and our independent directors.

Are all of the directors required to be independent?

Liberty Media beneficially owns, directly and indirectly, approximately 77%83% 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 requirements applicable to members of our compensation committee and our nominating committee.Nominating, Environmental, Social and Governance Committee.

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 our Guidelines.

How does the board determine which directors are considered independent?

Our board reviews the independence of our directors annually. The provisions of our Guidelines regarding director independence meet, and in some areas exceed, the listing standards of NASDAQ. A copy of theour Guidelines is available on our website at http://investor.siriusxm.com.under “ESG – Governance – Governance Documents”.

The Nominating, Environmental, Social and Corporate Governance Committee undertook a review of director independence in March 2021.2023. As part of this review, the Committee reviewed with our Corporate Secretary questionnaires submitted by directors and director nominees.directors. These questionnaires disclose transactions and relationships between each director director nominee or members of his or her immediate family, on one hand, and us, other directors, director nominees, members of our senior management and our affiliates, on the other hand.

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

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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 other ordinary course transactions, such as data and marketing agreements, between us and Live Nation. In the case of David Zaslav, the directors evaluated ordinary course transactions, such as various content and marketing agreements, between us and Warner Bros. Discovery. Similarly, in the case of Jonelle Procope, the directors evaluated the ordinary course transactions between us and Thethe Apollo Theater. The board concluded that neither Mr. Rapino, Mr. Zaslav nor Ms. Procope had any relationships that, in the opinion of the board, would interfere with the exercise of independent judgment in carrying out their responsibilities as directors.

The board has determined that a majorityone half of the members of the Compensation Committee meet the independence standards under the applicable NASDAQ listing standards and our Guidelines and qualify as “non-employee directors” for purposes of Rule 16b-3 of the Exchange Act. The board has determined that a majorityone half of the members of the Nominating, Environmental, Social and Corporate Governance Committee meet the independence requirements mandated by NASDAQ applicable to serving on the Nominating, Environmental, Social and Corporate Governance Committee and our Guidelines.Guidelines.

Some investors and proxy advisors have proxy voting policies restricting non-independent directors from serving on a company’s Compensation Committee or the Nominating, Environmental, Social and Corporate Governance Committee. While the board of directors appreciates this viewpoint, the directors believe that the insight provided by Ms. Hickenlooper as well as Mr. CarletonBlau and Mr. Maffei and the nature of our relationship with Liberty Media makes Ms. Hickenlooper and Mr. Carleton’sBlau’s service on the Compensation Committee, and Mr. Maffei’s service on the Nominating, Environmental, Social and Corporate Governance Committee, appropriate and in the best interests of all stockholders. Moreover, the majority of the members of each of these Committees are independent.

The board has also determined that all of the members of the Audit Committee are financially sophisticated, meet the independence requirements mandated by the applicable NASDAQ listing standards, Section 10A(m)(3) of the Exchange Act and our Guidelinesand 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 and such sessions are chaired by Mr. Hartenstein, our lead independent director.Lead Independent Director.

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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, Environmental, Social 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, the Compensation Committee and the Nominating, Environmental, Social and Corporate Governance Committee are available on our website at http://investor.siriusxm.com. The Compensation Committee has not adopted a charter.under “ESG – Governance –Committee Charters”.

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

Following the annual meeting and upon the recommendation of the Nominating and Corporate Governance Committee, theOur board of directors also expectshas formed a Special Committee of independent directors to reorganize the standing committees of the board to give effectformulate, authorize, approve, modify and terminate our policy with respect to the departuresreturn of Ms. Amblecapital to our stockholders, including any use of capital for repurchases of shares of our common stock and, Messrs. Carletonwith respect to any transaction or arrangement between us and Mooney.Liberty Media, to respond to, consider and evaluate any such transaction, including determining whether any such transaction or arrangement is advisable, fair to, and in the best interests of, us and our stockholders. The board of directors selected Eddy W. Hartenstein and James P. Holden to serve on the Special Committee. The Special Committee is chaired by Mr. Hartenstein.

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How often did the board and its committees meet during 2020?2022?

During 2020,2022, there were fivesix meetings of our board of directors, eightfour Audit Committee meetings, three Compensation Committee meetings and two Nominating, Environmental, Social 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. MeyerMs. Witz attended our 20202022 annual meeting of stockholders.

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 at http://investor.siriusxm.com under “Corporate Governance—“ESG – Governance – Contact Our Board.”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.

Director Compensation

Pursuant to our director compensation program, in 2020,2022, as Chairman of the board of directors, Mr. Maffei received an annual cash retainer of $150,000. Mr. Hartenstein, our lead independent director,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 20202022 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, Environmental, Social and Corporate Governance Committee chairmanchairwoman received $15,000.

In addition, on an annual basis, each member receives approximately $175,000 in the form of restricted stock units (“RSUs”). These RSUs were granted on the business day following our 20202022 annual meeting of stockholders. These RSUs granted to our directors generally vest on the first anniversary of the date of grant.

In 2022, Eddy W, Hartenstein and James P. Holden each received $80,000 in cash for their service as members of the Special Committee. Messrs. Hartenstein and Holden are each expected to receive $20,000 per quarter in 2023 for their service as members of the Special Committee.

Mr. Meyer retired as our Chief Executive Officer on December 31, 2020. Upon his retirement, we entered into a three-year consulting agreement with Mr. Meyer pursuant to which he will beis paid a fee of $3,200,000 per year commencing on January 1, 2021.year. Mr. Meyer willis also be entitled to the compensation paid to other members of the board of directors. As our Chief Executive Officer, Ms. Witz does not receive additional compensation for her service on the board.

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Each director is expected to own shares of our common stock equal in value to at least five times the annual 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 member of the 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 2020, Ms. Amble and2022, Mr. Maffei participated in the Deferred

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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.

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 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.

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Director Compensation Table for 20202022

The following table provides compensation information for the year ended December 31, 20202022 for each of our non-employee directors. Directors who are employees do not receive compensation for their services as directors.

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Environmental, Social and Governance Highlights

Overview

Our Nominating, Environmental, Social and Governance Committee is responsible for leading our board of directors and its committees in reviewing our practices concerning significant environmental, social and governance matters. This includes oversight of our policies, practices and reporting with respect to significant ESG matters, including matters relating to:

The Committee fulfills these responsibilities in consultation and coordination with other committees of the board of directors as well as with the full board.

In 2021, we engaged an independent advisory firm that advises public companies on corporate governance and ESG strategy to assist us, the Nominating, Environmental, Social and Governance Committee and our board of directors in developing and executing our ESG strategy. In 2021, we conducted a materiality assessment of relevant ESG risks and opportunities; identified areas of focus for our company; evaluated the ESG practices of certain peer companies; and began the process of developing ESG policies and practices to address the expectations of investors and our stakeholders. In 2022, we compiled information regarding our ESG efforts and published them on our website, including a discussion of our environmental impact and greenhouse gas (“GHG”) emissions, a review of our social responsibility and DE&I practices, and our governance practices (including a library that includes ESG-related policies).

ESG Areas of Focus

Our 2021 materiality assessment identified the ESG issues that we believe are most relevant to our company and stakeholders, and the pillars upon which we expected to base our ESG strategy. A summary of those pillars is included below:

In 2022, we refined our ESG strategy, practices and disclosures, and in 2023, we anticipate that we will be able to provide investors and other stakeholders with updates on our activities on our website.

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ENVIRONMENTAL, SOCIAL AND GOVERNANCE HIGHLIGHTS

Environmental

In 2022, we licensed a system that assists us in the compiling of data related to the consumption of energy across our business activities. This allows us to estimate the amount of GHG emissions generated by our consumption of energy. In 2021, electricity consumption at our office locations, data centers, and repeater networks generated the vast majority of our GHG emissions, all of which constituted Scope 2 GHG emissions (i.e., emissions that we may cause indirectly when the energy we purchase and use is produced). A relatively small amount of our energy consumption in 2021 was related to heating our locations and fueling our small fleet of vehicles (most of which are used for testing our satellite radio service and our connected vehicle services), which constitutes Scope 1 GHG emissions.

During 2023, we intend to update our website to disclose our 2022 GHG emission data once we have completed the process of compiling that data. In 2023, we also intend to begin analyzing our Scope 3 GHG emissions (i.e., emissions that are not produced by us, and not the result of activities from assets owned or controlled by us, but emissions that we may be indirectly responsible for) to determine the materiality of those emissions on our business and provide estimates of our most significant categories of Scope 3 emissions. We also intend to monitor and analyze our business activities to evaluate opportunities to reduce and potentially mitigate our carbon footprint over time, including making certain tax equity investments in clean energy technologies, as we have made in the past.

Social

Our Workforce

We believe that a diverse workforce is critical to our success. We cultivate an inclusive environment where human differences are valued, respected, supported and amplified. We have taken actions to recruit, retain, develop and advance a diverse and talented workforce. Our diversity, equity and inclusion efforts are led by our Senior Vice President, Head of Diversity, Equity & Inclusion. This position regularly reports to our Chief Executive Officer, works with our executive officers and provides updates to our board of directors.

We are focused on increasing the representation of women and people of color at all levels of our organization. We recruit talent in diverse communities, including by engaging as a sponsor of professional conferences focused on diverse talent. We have created a program, called Pathways, that provides recent graduates of Historically Black Colleges and Universities with entry-level full-time opportunities. We also have agreements with third parties designed to offer leadership development for Black, Latinx, Native American and Asian employees. Additionally, we provide a mentoring program to help underrepresented employees benefit from coaching, guidance, and feedback. We have five employee resource groups supporting women, people of color, veterans, the LGBTQIA+ community and employees with disabilities.

In an effort to assess, evaluate and further our DE&I efforts, we periodically ask our employees to provide voluntary demographic information related to gender, gender identity, sexual orientation, race, ethnicity, veteran and disability status. We also comply with the FCC’s Equal Employment Opportunity (“EEO”) rules, including making the EEO reports we file with the FCC publicly available.

To attract and retain talent, we also recognize the need to create a supportive workplace, with opportunities for our employees to grow and develop in their careers, supported by competitive compensation, benefits and health and wellness programs, and by programs that build connections between our employees and their communities. For more information on our related practices and programs, please see the disclosure in our Annual Report on Form 10-K for the year ended December 31, 2022 under the caption “Human Capital Resources.”

Our Workplace

In addition to cultivating a diverse and inclusive environment, we believe it is important to ensure that policies, processes and practices are administered fairly and equitably for all employees. We have implemented a broad set of anti-harassment and discrimination policies designed to protect against discrimination based upon sex, gender, race, color, religion/religious creed, national origin, ancestry, physical or mental disability, genetic information, age, marital status, pregnancy, sexual orientation, gender identity, gender expression, sex stereotype, transgender, immigration status, military and protected veteran status, medical condition, or any basis prohibited under federal, state or local law. We also provide regular training and guidance to our workforce regarding diversity, equity and

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ENVIRONMENTAL, SOCIAL AND GOVERNANCE HIGHLIGHTS

inclusion. In 2021, we launched “Can We Talk?” an initiative aimed at increasing cultural awareness and promoting dialogue and “Conscious Inclusion,” a facilitator-led training required for all of our full-time U.S. based employees. Conscious Inclusion is designed to promote inclusive behaviors in our workplace by enabling employees to explore bias and its impact and to learn how it translates to reactions and behaviors towards differences. We have integrated diversity, equity and inclusion messaging into our regular meetings between our Chief Executive Officer and our workforce.

Serving as a Platform for Diverse Perspectives

We offer audio platforms where listeners have access to diverse programming that represents a wide range of backgrounds, lifestyles, opinions and viewpoints. We are committed to respecting creator expression and honoring listener preferences while facilitating dialogue on all issues, big and small. We support freedom of speech and expression whether it be in talk, comedy, entertainment, sports, music or commentary of any kind.

Collectively, our programming is designed to broaden the listening experience for individuals, regardless of their views, and so we will continue to offer content across the entire spectrum of viewpoints and entertainment offerings.

On programming and content that some may deem controversial, we come down on the side of allowing the voices in a debate, or the message from an artist or performer, to speak for itself rather than acting to censure or cancel. As supporters of free speech and expression, our philosophy is to be extraordinarily cautious before removing content.

Corporate Giving & Volunteering

Our corporate giving and volunteering programs encourage employees to give to the causes most meaningful to them. We have a charitable match program which offers employees a dollar-for-dollar match on their charitable contributions up to a specific cap. In addition, full-time employees are eligible to receive five days of paid time off to volunteer with charitable organizations of their choice. During 2022, more than 450 employees volunteered over 6,000 hours, while more than 800 employees utilized our charitable matching program, benefiting more than 1,000 charitable organizations.

In 2020, we contributed $25 million to a donor advised fund to support our charitable contributions, an effort we call SiriusXM Cares. In 2022, SiriusXM Cares contributed to a variety of organizations which promote social equality, education, hiring, or combat racial injustice, including The National Museum of African American History and Culture, Save The Music, Huston-Tillotson University, Asian Americans Advancing Justice, South Asian Americans Leading Together, the Alliance for Women in Media, the Human Rights Campaign, TASH (an international advocacy association of people with disabilities, their family members, other advocates, and people who work in the disability field), the League of United Latin American Citizens, the Native American Rights Fund, The Warrior Alliance, the AutoNation Foundation, the St. Thomas Aquinas College Social Justice Center, United Jewish Appeal Federation of Jewish Philanthropies of NY, Inc., City of Hope, United States Memorial Museum, and The Last Mile.

Governance of ESG

As noted above, the Nominating, Environmental, Social and Governance Committee is responsible for leading our board of directors and its committees in reviewing our practices concerning relevant environmental, social and governance matters.

In 2022, our ESG process was overseen by our Senior Vice President and Treasurer, William Prip. Mr. Prip reports directly to our Chief Financial Officer and worked with a cross-functional team that included our General Counsel, Chief People + Culture Officer, Senior Vice President and Controller, Senior Vice President, Corporate Communications, Senior Vice President, Investor Relations, Senior Vice President, Diversity, Equity & Inclusion, and others that provided direction and oversight of our ESG efforts. Mr. Prip provided updates to our executive leadership and to the Nominating, Environmental, Social and Governance Committee on ESG-related activities.

In addition, our management provides updates from time to time to the Nominating, Environmental, Social and Governance Committee and our full board of directors on key ESG initiatives.

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Stock Ownership

Who are the principal owners of our stock?

The following table sets forth information regarding beneficial ownership of our common stock as of March 31, 20212023 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.

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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 March 31, 20212023 by each of our directors, and director nominees, each of our named executive officers and all of our directors and current executive officers as a group.

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Governance of the Company

What is SiriusXM’s corporate culture?

Underpinning our strategic focusWe are focused on long-term growth is our corporate culture—which is built oncreating a culture of integrity and respect, with the goal of working together to drive our business to be creative, innovative and competitive. TheIn 2022, we announced a new set of core values that drive our company are best exemplified in the values we have adopted, regularly communicate to our employeesworkforce: “We believe we will shape the future of audio because we are: authentic, inclusive, curious and that we call “AMPLIFY”:driven”. We intend to employ these core values to inform and guide the decisions and behaviors of our employees.

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 complianceresults and have triedemployees are empowered and expected to create a culture in which employees, “do what they say they are going to do.” Still, weWe believe that our culture differentiates us from other entertainment and media enterprises and is a long-term competitive advantage for us. Our corporate cultureus, 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.

We also believe that a diverse workforce is critical to our success. We cultivate an inclusive environment where human differences are valued, respected, supported and amplified. We are focused on increasing women and minority representation at all levels of our organization. We have taken actions to recruit, retain, develop and advance a diverse and talented workforce. Our diversity and inclusion efforts are led by our Vice President, Head of Diversity & Inclusion. This position regularly reports to our Chief Executive Officer and works with our executive officers.

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. 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 Nominating and Corporate GovernanceCompensation 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. Our Guidelines also require that our Nominating and Corporate Governance Committee ensure that we have appropriate succession planning for the remainder of our senior executive management team, including our named executive officers.

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GOVERNANCE OF THE COMPANY

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,senior management, and our corporate culture.

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. As part of this program, we conduct periodic “war games” and “desktop exercises” to simulate security breaches and cyberattacks and prepare our response teams. 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.matters.

How is the board of directors overseeing our continued response to and the risks associated with the COVID-19 pandemic?

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

Protecting the health and welfare of our workforce has been one of our primary concerns. 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 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 were successfully able to avoid significant employee layoffs since the start of the COVID-19 pandemic.

We are also closely monitoring the effects of the crisis on our businesses and operations. The actual effects of the pandemic 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.

Importantly, the pandemic may still 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. 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

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:

In administering its risk oversight function, the board attempts to discuss, evaluate and asses various risks based on the immediacy of the risks, including whether the matters can properly be classified as short-term, intermediate-term or long-term, and then discuss the nature and extent of the risk in the context of the time horizon for the associated risk. In assessing risks, the board of directors has in the past and may in the future consult with outside advisors and experts, such as experts in cybersecurity, to help it assess and, to the extent possible, anticipate future threats and trends.

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GOVERNANCE OF THE COMPANY

On an annual basis, and more often as the facts and circumstances warrant, our Senior Vice President, Internal Audit, leads a process with our senior management to identify, assess and evaluate our enterprise-wide risks. As noted above, our Chief Executive Officer and Chief Financial Officer regularly update the Audit Committee regarding our enterprise risk management efforts, including significant emerging risks identified by our Senior Vice President, Internal Audit. Our risk oversight efforts are an integrated part of our financial reporting and disclosure controls process. Enterprise risks, including emerging items, are discussed are part our corporate controls in preparing our SEC and other public filings.

What are our policies and procedures for related person 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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GOVERNANCE OF THE COMPANY

Our related person transaction policy requires:

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

In addition, the related person transaction policy provides that the CompensationNominating, Environmental, Social and Governance 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” or “outside” director, as applicable, under the rules and regulations of the SEC and NASDAQ.

We have entered into several agreements with Thethe Apollo Theater in the ordinary course of business, including agreements to hold certain live subscriber events. In 2021, we also made a donation of $5 million to The Apollo Theater for restoration of the historic theater. Jonelle Procope, the President and Chief Executive Officer of the Apollo Theater Foundation, Inc., is a member of our board of directors.directors and the Chair of the Nominating, Environmental, Social and Governance Committee.

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GOVERNANCE OF THE COMPANY

Since 2017, we have entered into a series of agreements with Meyer Shank Racing, Inc., the owner of a professional race car team competing in the IndyCar Series and other auto racing series, and AutoNation, Inc. to jointly sponsor a professional race car team. Mr. Meyer, our Vice Chairman, owns an approximately 28% interest in Meyer Shank Racing, Inc., while Liberty Media owns an approximately 30% interest in Meyer Shank Racing, Inc. Our board of directors has reviewed our agreements and relationship with Meyer Shank Racing and all of our agreements with Meyer Shank Racing have been approved by the company andAudit Committee. In 2021, we renewed our association. In 2020, we and AutoNation, Inc. entered into an amendment to renew this racing team sponsorship for the 20202022 and 20212023 racing seasons. Pursuant to the terms of the agreement, in 2020,In 2022, we spent approximately $1.75$4.5 million in connection with this sponsorship and in 2021,2023 and 2024, we expect to spend approximately $1.4 million.$3.8 million and $2.7 million, respectively.

On February 1, 2021, we entered into a tax sharing agreement with Liberty Media Corporation governing the allocation of consolidated U.S. income tax liabilities and setting forth agreements with respect to other tax matters. The tax sharing agreement was negotiated and approved by a special committeethe Special Committee of our board of directors, alleach of whom wereis independent of Liberty Media.

Under the Internal Revenue Code, two corporations may form a consolidated tax group, and file a consolidated federal income tax return, if one corporation owns stock representing at least 80% of the voting power and value of the outstanding capital stock of the other corporation. As of March 31, 2021, Liberty Media beneficially

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GOVERNANCE OF THE COMPANY

owned, directly and indirectly, approximately 77% of the outstanding shares of our common stock. We expect that Liberty Media could beneficially own, directly and indirectly, over 80% of the outstanding shares of our common stock at some time in 2021, and Sirius XM Holdings Inc. and Liberty Media Corporation would then become members of the same consolidated tax group. Should that happen, theThe tax sharing agreement would governgoverns certain matters related to the resulting consolidated federal income tax returns, as well as state and local returns filed on a consolidated or combined basis.

On November 1, 2021, Liberty Media entered into an Exchange Agreement with certain counterparties to acquire an aggregate of 43,658,800 shares of our common stock in exchange for the issuance by Liberty Media to the holders of an aggregate of 5,347,320 shares of Liberty’s Series A Liberty SiriusXM Common Stock, par value $0.01 per share, in a transaction intended to qualify as a reorganization within the meaning of Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended. The tax sharing agreement contains provisions thattransactions under the Exchange Agreement closed on November 3, 2021 and, as a result, we believe are customary for tax sharing agreements betweenbecame members of a consolidated group. The tax sharing agreement and our inclusion in Liberty Media’sthe same consolidated tax group iswith Liberty Media. As of March 31, 2023, Liberty Media beneficially owned, directly and indirectly, approximately 83% of the outstanding shares of our common stock.

Also on November 1, 2021, we entered into an agreement with Liberty Media, whereby Liberty Media agreed not expected to haveeffect any material adverse effect on us.merger with us pursuant to Section 253 of the General Corporation Law of the State of Delaware (or any successor to such statute) without obtaining the prior approval of the Special Committee of our board of directors (or any successor Special Committee of independent and disinterested directors) as well as an agreement regarding certain tax matters relating to the transactions under the Exchange Agreement, including the adoption of the Exchange Agreement as a “plan of reorganization.” Each of these agreements between us and Liberty Media was negotiated by Liberty Media with the Special Committee of our board of directors.

What is the relationship between SiriusXM 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).

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GOVERNANCE OF THE COMPANY

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 acquire 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.

ThreeFour 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 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.

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GOVERNANCE OF THE COMPANY

Does SiriusXM have corporate governance guidelines and a code of ethics?

Our board of directors adopted theour Guidelines which set forth a flexible framework within which the board, assisted by its committees, directs our affairs. TheOur Guidelines cover, 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 a Code of Ethics, which is applicable to all our directors and employees, including our chief executive officer, principal financial officer and principal accounting officer.

Our Guidelines and the Code of Ethics are available on our website at http://investor.siriusxm.com under “Corporate Governance”“ESG – Governance – Governance Documents” and in print to any stockholder who provides a written request for either document to our Corporate Secretary. If we amend or waive any provision of the Code of Ethics with respect to our directors, chief executive officer, principal financial officer or principal accounting officer, we will, if required, post the amendment or waiver at this location on our website.

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Executive Compensation

Compensation Discussion and Analysis

INTRODUCTION

This Compensation Discussion and Analysis, or “CD&A,” describes and analyzes our executive compensation program for all persons who served as our Chief Executive Officer, and Chief Financial Officer during 2020 and our three other most highly compensated executive officers for 20202022 as named in our Summary Compensation Table. We refer to these sixfive officers throughout this CD&A and the accompanying tables as our “named executive officers.” On April 3, 2023, Sean S. Sullivan, our Executive Vice President and Chief Financial Officer, informed us that he was resigning from his role, effective April 28, 2023. In connection with Mr. Sullivan’s departure, we appointed Thomas D. Barry as Executive Vice President and Chief Financial Officer, effective as of April 28, 2023.

During 2020, we implemented several changes in our executive leadership:

As Mr. Meyer served as our Chief Executive Officer for all of 2020, references to our Chief Executive Officer throughout this CD&A refer to Mr. Meyer unless otherwise noted.

EXECUTIVE SUMMARY

The Compensation Committee is responsible for developing and maintaining a compensation program for our senior management, including our named executive officers. The Committee operates pursuant to a written charter, a copy of which is posted to the investor relations section of our corporate website under “ESG – Governance – Committee Charters”. The goal of our compensation programs is to provide competitive compensation packages that (1) help ensure we recruitattract 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 way that is commensurate with their responsibilities and appropriately encourages and rewards their performance. To achieve this, the Compensation Committee designs our compensation packages with great care and consideration in order to reward (i) Company performance as measured by strategic, operating and financial results, (ii) individual contributions to those results and the organization as a whole, and (iii) stock price growth on an absolute and a relative basis. The Compensation Committee seeks to ensure that a large portion of our named executive officers’ compensation is performance-based and/or equity-linked rather than fixed, and awards are balanced between short-term and long-term compensation to incentivize our executives to achieve strong operating and financial results, while achieving long-term strategic objectives that drive sustainable stockholder value.objectives. The Compensation Committee believes that our ability to attract and retain 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 our stockholders—are best served by regular evaluations of our compensation structure and maintaining flexibility to individually tailor appropriate compensation arrangements for our senior management. 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 inserve their individual interests but are 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 regularlyperiodically receives information regarding our compensation program’s design, bonus targets and equity grant guidelines. The

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EXECUTIVE COMPENSATION • COMPENSATION DISCUSSION AND ANALYSIS

Compensation Committee may modify its practices, including with respect to the mix of equity-based components that are included in our compensation program, to respond to evolving compensation trends and other events in order to further strengthen the link between executive and stockholder interests.interests, and to further support our business goals and strategies.

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EXECUTIVE COMPENSATION ● COMPENSATION DISCUSSION AND ANALYSIS

The Compensation Committee believes that the diversity of our businesses, overlaid with the impact of potential cyclical factors, including macroeconomic and social factors (such as the disruption in the global supply chain for parts and components relevant to our business) affecting the sales of vehicles in the United States as well as macroeconomic and social factors (such as the COVID-19 pandemic) on a global scale,audio advertising market, 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, while remaining true to our core values and fostering a culture that values diversity, inclusion, integrity and respect, does not at all times readily lend itself to formulaic measurements, and a proper assessment requires the use of business judgment.

In 2020, The Compensation Committee also recognizes the Company engaged FW Cook, a consulting firm specializing inimportance of identifying specific financial or operating metrics against which executive compensationperformance should be measured, and related corporate governance matters,has endeavored to assist managementevolve our long-term incentive program to include goals that are both tied to operational performance and stock price. Specifically, the Compensation Committee in various matters, including assessing our equity-based compensation practices for our senior management and evaluating compensation arrangements for our executive management. In late 2020, the Compensation Committee separately engaged Semler Brossy Consulting Group, LLC, an independent national executive compensation consulting firm, to assist withhas introduced a relative total stockholder return factor as part of its continuing evaluation of our equity-based compensation program for senior management.equity award grants. The Compensation Committee evaluated whether anybelieves that the compensation of our named executive officers is commensurate with the work provided by FW Cook or Semler Brossy Consulting Group, LLC during 2020 raised any conflictsize of interestour operations, the significant scope of their roles and determined that it did not.responsibilities, and their strong values-driven leadership.

Do’s and Don’ts of Executive Compensation

What We Do		þ Where appropriate, grant	Grant performance-based restricted stock units to ensure that a large portion of executive pay is tied to performance, þ including use of a relative total stockholder return as a performance metric
			Include clawback provisions in our executive employment agreements þ
			Provide reasonable post-employment and change in control protections þ
			Include a “double-trigger” change in control provision in our Sirius XM Holdings Inc. 2015 Long-Term Stock Incentive Plan (the “2015 Plan”) þ
			Prohibit short sales, transactions in derivatives and other hedging activities of our common stock by employees
			Use an independent compensation consultant to advise the Compensation Committee
What We Don’t Do		ý	Include golden parachute excise tax gross-ups in employment agreements ý
			Reprice underwater stock options without stockholder approval or grant stock options with an exercise price less than the fair market value of our common stock on the grant date ý
			Provide excessive perquisites or tax gross-ups on any perquisites ý
			Offer defined benefit pension plans or supplemental executive retirement plans; instead, we offer an unfundeda deferred compensation plan as an additional retirement vehicle for executives ý
			Provide special change in control benefits to executives

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EXECUTIVE COMPENSATION • ● COMPENSATION DISCUSSION AND ANALYSIS

Say-on-Pay Vote

At our annual meeting of stockholders in 2020, we held an advisory “say on pay” vote on the compensation of our named executive officers as required under Section 14A of the Exchange Act. At that meeting, our stockholders overwhelmingly approved the compensation of our named executive officers, with approximately 98% of our common stock that voted casting votes in favor of our say-on-pay resolution. The Compensation Committee considered the strong support that 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. In addition, during our ordinary course engagements with investors over the past year, we have not received feedback seeking changes to these core elements.

The board previously adopted a policy of holding “say-on-pay” votes every three years. The Compensation Committee believes that a three-year period between “say-on-pay” votes is reasonable as it allows stockholders sufficient time to evaluate the effectiveness of our executive compensation strategies. Although the Compensation Committee will continue to monitor the frequency of “say-on-pay” votes, the Compensation Committee considers a triennial vote to be the appropriate frequency to provide time to thoughtfully consider and implement changes to our executive compensation program. The next “say-on-frequency” vote will be held at the 2023 annual meeting of stockholders.

20202022 Business Highlights

This past year, presented unique and unprecedented challenges as our executive team navigatedcontinued to navigate a complex macroeconomic environment and the uncertainties created bycontinued disruption in the COVID-19 pandemic. Despite the pandemic,global supply chain for parts and components relevant to our business. Our results in light of the pandemic, are a testament to the resiliency of our business, the strength of our audio entertainment product, the loyalty and trust of our customers and the successful execution by our management. We believe that the compensation program for our senior management, including our named executive officers, was an important tool in helping us manage the Company during the pandemic.through this challenging environment. Our board of directors credits our named executive officers for working cohesively to effectively manage our businesses amidwhile navigating the COVID-19 pandemic, for preserving business continuity without sacrificingsignificant and operational challenges presented by the safetyongoing uncertainty of our employees,the current environment, for fostering our entrepreneurial and innovative workplace culture while maintaining our commitment to act withdiversity, inclusion, integrity and respect and giving back to the communities in which we operate, and for achieving stronga variety of key operating and financial performance over the past several years.results. Our strong financial results have allowed us to (i) reinvest in our business to compete effectively and adapt to changing consumer behavior and (ii) return significant capital to stockholders while maintaining a strong balance sheet. Further, we believe that we remain well positioned to capitalize on opportunities and successfully address future business challenges.

2021  2023 PROXY STATEMENT

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EXECUTIVE COMPENSATION • ● COMPENSATION DISCUSSION AND ANALYSIS

Despite the negative impact that the COVID-19 pandemic had on auto sales and the advertising market,In 2022, we were still able to achieve a number of our financial and operating goals, for 2020, as illustrated below:

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2021  2023 PROXY STATEMENT

EXECUTIVE COMPENSATION • ● COMPENSATION DISCUSSION AND ANALYSIS

PRIMARY OBJECTIVES OF OUR COMPENSATION PROGRAMS

2021 PROXY STATEMENT

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EXECUTIVE COMPENSATION • COMPENSATION DISCUSSION AND ANALYSIS

PROGRAM OBJECTIVES

Our compensation philosophy is driven by our objective to attract and retain the 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 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 increasingand creating value for our stockholders.

We achieve these objectives through three primary compensation elements:

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

2023 PROXY STATEMENT

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EXECUTIVE COMPENSATION ● COMPENSATION DISCUSSION AND ANALYSIS

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2021 PROXY STATEMENT

EXECUTIVE COMPENSATION • COMPENSATION DISCUSSION AND ANALYSIS

For 2020,2022, approximately 90%88% of our Chief Executive Officer’s direct compensation (defined as base salary, annual bonus and long-term incentive awards), and approximately 84%83% of the direct compensation for our other named executive officers, was “at risk,” as illustrated below. Long-term incentive compensation includes a pro ratapro-rata portion of the equity compensation from 20202022 and prior years that vested or compensated the employee during 2020.2022.

CEO Pay Mix		Other NEOs Pay Mix

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2023 PROXY STATEMENT

EXECUTIVE COMPENSATION ● COMPENSATION DISCUSSION AND ANALYSIS