DEF 14A of Sirius XM Holdings Inc., Apr 8, 2024

DEF 14A of Sirius XM Holdings Inc.

Filed Apr 8, 2024 · FY20230000930413-24-001249

Open on EDGAR

  1. WHEN, AND HOW, DO I SUBMIT A PROPOSAL FOR NEXT YEAR’S ANNUAL MEETING OF STOCKHOLDERS?

    | DAVID A. BLAU Age: 53 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 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. | | | 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 useful in, and provides a valuable perspective on, the board’s evaluation of media industry trends and opportunities, and the consideration of strategic acquisitions and alternatives. | |

  2. WHEN, AND HOW, DO I SUBMIT A PROPOSAL FOR NEXT YEAR’S ANNUAL MEETING OF STOCKHOLDERS?

    | EDDY W. HARTENSTEIN Age: 73 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 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 Its 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 consumer-oriented business. | |

  3. WHEN, AND HOW, DO I SUBMIT A PROPOSAL FOR NEXT YEAR’S ANNUAL MEETING OF STOCKHOLDERS?

    | ROBIN P. HICKENLOOPER Age: 45 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 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 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 useful in, and provides a valuable perspective on, our financial and operating performance, the value and integration of acquisitions, and media industry trends and opportunities. | |

  4. WHEN, AND HOW, DO I SUBMIT A PROPOSAL FOR NEXT YEAR’S ANNUAL MEETING OF STOCKHOLDERS?

    | JAMES P. HOLDEN Age: 72 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. Mr. Holden served as a member of the board of directors of Elio Motors, Inc. until November 2021 and as the Lead Director of Speedway MotorSports, Inc. 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. | |

  5. WHEN, AND HOW, DO I SUBMIT A PROPOSAL FOR NEXT YEAR’S ANNUAL MEETING OF STOCKHOLDERS?

    | GREGORY B. MAFFEI Age: 63 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. | | | Mr. Maffei has served as President and Chief Executive Officer of Liberty Media (including its predecessors) since May 2007, President and Chief Executive Officer of Atlanta Braves Holdings, Inc. since December 2022, President and Chief Executive Officer of Liberty Broadband since June 2014, and President and Chief Executive Officer of Liberty TripAdvisor Holdings, Inc. since July 2013. | | | Mr. Maffei also served as the President and Chief Executive Officer of Liberty Media Acquisition Corporation from November 2020 to December 2022; the President and Chief Executive Officer of GCI Liberty from March 2018 until its combination with Liberty Broadband in December 2020; and the President and Chief Executive Officer of 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: a director of Liberty Media since May 2007; the Chairman of the Board of Qurate Retail since March 2018 and as a director of Qurate (including its predecessor) since November 2005; the Chairman of the Board of Live Nation Entertainment, Inc. since March 2013 and a director since February 2011; a director of Charter Communications, Inc. since May 2013; 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; the Chairman of the Board of Tripadvisor, Inc. since February 2013; the Chairman of the Board of Liberty TripAdvisor since June 2015 and a director since July 2013; a director of Liberty Broadband since June 2014; and a director of Atlanta Braves Holdings, Inc. since July 2023. Mr. Maffei also served on the board of directors of GCI Liberty and Liberty Media Acquisition Corporation 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. | |

  6. WHEN, AND HOW, DO I SUBMIT A PROPOSAL FOR NEXT YEAR’S ANNUAL MEETING OF STOCKHOLDERS?

    | EVAN D. MALONE Age: 53 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 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. 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. | |

  7. WHEN, AND HOW, DO I SUBMIT A PROPOSAL FOR NEXT YEAR’S ANNUAL MEETING OF STOCKHOLDERS?

    | JAMES E. MEYER Age: 69 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). | | | 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 connected 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. | |

  8. WHEN, AND HOW, DO I SUBMIT A PROPOSAL FOR NEXT YEAR’S ANNUAL MEETING OF STOCKHOLDERS?

    | JONELLE PROCOPE Age: 73 POSITION, PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE AND DIRECTORSHIPS | | | Ms. Procope has been a director since July 2020. | | | From 2003 to June 2023, Ms. Procope was 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 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 Landmarks 50 Advisory Committee. | |

  9. WHEN, AND HOW, DO I SUBMIT A PROPOSAL FOR NEXT YEAR’S ANNUAL MEETING OF STOCKHOLDERS?

    | MICHAEL RAPINO Age: 58 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. | |

  10. WHEN, AND HOW, DO I SUBMIT A PROPOSAL FOR NEXT YEAR’S ANNUAL MEETING OF STOCKHOLDERS?

    | KRISTINA M. SALEN Age: 53 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 Booksy Inc., a provider of scheduling software for beauty professionals, since January 2024. From December 2022 to August 2023, Ms. Salen was the Chief Financial Officer of Greenhouse Software, Inc., a hiring software company. She was the Chief Financial Officer of World Wrestling Entertainment, Inc., an integrated media company, from August 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 was also a director of Cornerstone OnDemand, Inc., a cloud-based talent management software solution company, where she was Chair of the Audit Committee. | | | Key Attributes, Experience and Skills: Ms. Salen has extensive experience in media, telecommunications and internet companies, including experience advising, managing and investing in early-stage enterprises and assessing media- and subscription-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. | |

  11. WHEN, AND HOW, DO I SUBMIT A PROPOSAL FOR NEXT YEAR’S ANNUAL MEETING OF STOCKHOLDERS?

    | CARL E. VOGEL Age: 66 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 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 construction, engineering and technology. Mr. Vogel was formerly Senior Advisor and Operating Partner with The Gores Group, a private equity firm; a former Senior Advisor of DISH Network Corporation; former President and Vice Chairman of DISH Network Corporation (formerly EchoStar Communications Corporation), a satellite delivered digital television services provider in the United States; the former Vice Chairman and Senior Advisor at EchoStar Corp., a developer of set-top boxes and other electronic technology; and the former President, Chief Executive Officer and director of Charter Communications, a broadband service provider. Prior to joining Charter, Mr. Vogel worked as an executive officer in various capacities for companies affiliated with Liberty Media. He is a member of the board of directors and chairman of the audit committee of AMC Networks, Inc., a global entertainment company. He is also a member of the board of directors, audit committee and compensation committee of Sphere Entertainment Co., a premier live entertainment and media company that owns the Sphere in Las Vegas, Nevada, and the MSG Networks. Mr. Vogel served as a director of Ascent Media Corporation, Inc., DISH Network Corporation, Shaw Communications, Inc., Universal Electronics, 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 DISH Network, Charter Communications, Sphere Entertainment Co. 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. | |

  12. WHEN, AND HOW, DO I SUBMIT A PROPOSAL FOR NEXT YEAR’S ANNUAL MEETING OF STOCKHOLDERS?

    | JENNIFER C. WITZ Age: 55 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 also is a member of the Board of Trustees for the Paley Center for Media. During 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 served 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. | |

  13. WHEN, AND HOW, DO I SUBMIT A PROPOSAL FOR NEXT YEAR’S ANNUAL MEETING OF STOCKHOLDERS?

    | DAVID M. ZASLAV Age: 64 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, from January 2007 to April 2022, and a director of that company from September 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 serves on the boards of American Cinematheque, The Cable Center, Grupo Televisa, Partnership for New York City and USC Shoah Foundation and is an advisor to the Board of Directors of the Elie Wiesel Foundation for Humanity. He also is a member of the Board of Trustees for the Paley Center for Media, the Mount Sinai Medical 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 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 content and marketing opportunities and trends in the audio entertainment industry. | |

  14. WHEN, AND HOW, DO I SUBMIT A PROPOSAL FOR NEXT YEAR’S ANNUAL MEETING OF STOCKHOLDERS?

    | Name | Fee Earned or Paid in Cash ($) | Stock Awards(1)(2) ($) | All Other Compensation(3) ($) | Total ($) | | David A. Blau | 100,000 | 175,001 | — | 275,001 | | Eddy W. Hartenstein | 230,000 | 175,001 | — | 405,001 | | Robin P. Hickenlooper | 100,000 | 175,001 | — | 275,001 | | James P. Holden | 180,000 | 175,001 | — | 355,001 | | Gregory B. Maffei(4) | 150,000 | 175,001 | — | 325,001 | | Evan D. Malone | 100,000 | 175,001 | — | 275,001 | | James E. Meyer | 100,000 | 175,001 | 3,200,000 | 3,475,001 | | Jonelle Procope | 110,000 | 175,001 | — | 285,001 | | Michael Rapino | 100,000 | 175,001 | — | 275,001 | | Kristina M. Salen | 130,000 | 175,001 | — | 305,001 | | Carl E. Vogel | 120,000 | 175,001 | — | 295,001 | | David M. Zaslav | 100,000 | 175,001 | — | 275,001 |

  15. EXECUTIVE SUMMARY

    The Compensation Committee believes that the diversity of our businesses and macroeconomic factors can make financial goal-setting a challenge for us, both on a short- 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 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. The Compensation Committee also recognizes the importance of identifying specific financial or operating metrics against which executive performance should be measured, and has endeavored to evolve our long-term incentive program to include goals that are both tied to operational performance and stock price. Specifically, the Compensation Committee uses a relative total stockholder return factor as part of its equity award grants. The Compensation Committee believes that the compensation of our named executive officers is commensurate with the size of our operations, the significant scope of their roles and responsibilities, and their strong values-driven leadership.

  16. Do’s and Don’ts of Executive Compensation

    | What We Do | | Grant performance-based restricted stock units to ensure that a large portion of executive pay is tied to performance, including use of a relative total stockholder return as a performance metric | | | | Maintain a compensation clawback policy and include clawback provisions in our executive employment agreements | | | | Provide reasonable post-employment and change in control protections | | | | Include a “double-trigger” change in control provision in our Sirius XM Holdings Inc. 2015 Long-Term Stock Incentive Plan (the “2015 Plan”) | | | | Prohibit short sales, 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 | | Include golden parachute excise tax gross-ups in employment agreements | | | | 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 | | | | Provide excessive perquisites or tax gross-ups on any perquisites | | | | Offer defined benefit pension plans or supplemental executive retirement plans; instead, we offer a deferred compensation plan as an additional retirement vehicle for executives | | | | Provide special change in control benefits to executives |

  17. PROGRAM OBJECTIVES

    | ● | a base salary; | | ● | a performance-based discretionary annual bonus that constitutes the short-term incentive element of our program; and | | ● | time- and performance-based equity awards that constitute the long-term incentive element of our program. |

  18. PROGRAM OBJECTIVES

    | Competitive Compensation Levels | ● | The Compensation Committee believes that an executive compensation program comprised principally of the above-described three elements is consistent with programs adopted by companies with which we compete for executive talent and furthers our stockholders’ interests by securing our executives’ services in the market for talent. | | | ● | Our program is structured to meet the expectations of the rapidly changing environment in which we operate. | | | ● | Our program is designed to motivate executive officers in a manner that advances the long-term interests of our stockholders while not encouraging excessive risk-taking. | | Compensation Mix | ● | A significant proportion of the compensation for our named executive officers is performance-based and “at risk”—namely, the annual bonus and equity-based awards. | | | ● | We believe this pay mix motivates the named executive officers to achieve selected key metrics. | | | ● | Compensation in the form of, or based on the value of, our common stock can incentivize executives to create long-term stockholder value without encouraging them to take unnecessary risks. |

  19. PROGRAM OBJECTIVES

    For 2023, approximately 89% of our Chief Executive Officer’s direct compensation (defined as base salary, annual bonus and long-term incentive awards), and approximately 81% of the direct compensation for our other named executive officers, was “at risk,” as illustrated below. Long-term incentive compensation includes a pro-rata portion of the equity compensation from 2023 and prior years that vested or compensated the employee during 2023.

  20. Processes and Compensation Decisions

    Processes and Compensation Decisions The Compensation Committee monitors “best practices” and emerging trends in executive compensation, relies on the general business and industry knowledge and experience of its members, and uses informal market comparisons for specific positions as one of many factors in making compensation decisions. In 2023, the Compensation Committee did not set compensation components to meet specific market levels and did not benchmark executive compensation against any specific peer group of companies. However, from time to time, the Compensation Committee finds it useful to look at compensation levels at various other companies in evaluating whether our compensation program, both as a whole and with respect to individual compensation elements, is reasonable and within a competitive range in order to more effectively attract and retain key executive talent in a highly competitive market. In making decisions with respect to a named executive officer’s compensation, the Compensation Committee takes a holistic approach and, in addition to the above, considers several factors, including but not limited to:

  21. Annual Incentives

    Annual Incentives

  22. Annual Incentives

    | Annual Incentives— Annual Bonus | ● | In considering annual bonuses, the Compensation Committee takes into consideration the key financial and operating metrics selected by the Compensation Committee | | | ● | The Compensation Committee has historically awarded annual bonuses in cash | | | ● | None of our named executive officers are entitled to a guaranteed or minimum annual bonus | | | ● | Annual bonuses approved by the Compensation Committee for 2023 were intended to link compensation with corporate performance |

  23. Annual Incentives

    In 2023, the Compensation Committee assessed our performance using various criteria which we publicly report, such as Sirius XM self-pay subscribers at the end of the period, total revenue and adjusted EBITDA. A description of the methodologies used by the Compensation Committee to determine the annual bonuses, and the amount of the bonuses to our named executive officers, is discussed below under the heading “Fiscal Year 2023 Pay Results—Payment of Performance-Based Discretionary Annual Bonuses for 2023” and are reflected in the “Bonus” column of the 2023 Summary Compensation Table.

  24. Long-term Equity-Based Compensation

    Long-term Equity-Based Compensation The Compensation Committee determines the level of long-term incentive compensation in conjunction with its review and approval of the total compensation to be provided to named executive officers and the objectives of our overall executive compensation program. The Compensation Committee’s policy is generally to determine if any equity awards should be granted to the named executive officers at the time they enter into or renew their employment agreements and revisit the analysis as part of its annual review of executive compensation, with grants, if any, taking place during periods in which employees are permitted to trade in our common stock. Equity awards made by the Compensation Committee are in some cases intended to cover multiple years and, in other circumstances, are made as an annual grant depending on individual circumstances.

  25. Long-term Equity-Based Compensation

    | Why Long-Term Incentives Are a Key Aspect of Our Executive Compensation Program Long-term incentive awards have historically represented a significant portion of our named executive officers’ total compensation opportunity. These awards are delivered through equity-based compensation that generally vest over a multi-year period to provide the named executive officers with a continuing stake in our success, align their interests with those of our stockholders, inspire dynamic leadership, reward actions that create sustainable stockholder value, and support our talent retention objectives through extended vesting requirements and forfeiture provisions. |

  26. Long-term Equity-Based Compensation

    | | 2024 PROXY STATEMENT | 45 |

  27. Long-term Equity-Based Compensation

    In recent years, the Compensation Committee adopted guidelines that the long-term equity compensation for our senior management should generally consist of 25% stock options, 25% restricted stock units (“RSUs”) and 50% performance-based restricted stock units (“PRSUs”), subject to the discretion of the Compensation Committee in individual cases. The guidelines provide that stock option and RSU awards generally vest in installments on the anniversaries of the grant date, subject to the executive’s continued employment with the Company on the applicable vesting dates. The PRSU awards generally cliff vest, subject to the Company’s level of achievement of one or more financial and/or operating goals, or combination of goals, for a performance period set by the Compensation Committee. These performance metrics may include, among other things, return on net assets, return on stockholders’ equity, return on assets, return on capital, revenue, average revenue per subscriber, total stockholder returns, profit margin, earnings per share, free cash flow per share, net earnings, operating earnings, free cash flow, adjusted earnings before interest, taxes, depreciation and amortization, earnings before interest, taxes, depreciation and amortization, number of subscribers, growth of subscribers, operating expenses, capital expenses, subscriber acquisition costs or other metrics. For grants made during 2023, the Compensation Committee selected two performance metrics for our PRSU awards to senior management. Fifty percent of the PRSUs are subject to achievement of a cumulative free cash flow target established by the Compensation Committee, measured over a performance period. The Compensation Committee chose free cash flow as a performance metric for PRSUs because it views free cash flow as an important operating metric. The settlement of PRSUs earned in respect of the applicable performance period may be subject to the executive’s continued employment with us for an additional vesting period, which varies for each executive officer, following the end of the applicable performance period. This additional time-based feature can serve as a retention tool and results in an equity award that has both time- and performance-based vesting elements. The remaining 50% of the PRSUs will cliff vest after a three-year performance period based on the performance of our common stock relative to the companies included in the S&P 500 Index. We refer to this performance measure as a relative “total stockholder return”, or “TSR”, metric. The Compensation Committee chose relative TSR as the performance metric for these PRSUs, with the S&P 500 as the comparative group, because it is an objective and meaningful metric to evaluate our performance against the performance of other large companies and aligns the interests of our executive officers with the interests of our stockholders in creating long-term value. PRSUs based on the relative TSR metric will only vest if our performance achieves at least the 25th percentile (resulting in 50% of the target PRSUs being earned), with a target payout (i.e., 100% of the target PRSUs) requiring performance at the 50th percentile. For our executive officers, the settlement of PRSUs earned in respect of the applicable three-year performance period is generally subject to the executive officer’s continued employment with us through the third anniversary of the date of their employment agreement. For the rest of our senior management, the settlement of PRSUs is subject to their continued employment through the date the TSR performance metric is certified by the Compensation Committee or the third anniversary of the grant date, whichever is later. If our performance achieves the 75th percentile, then 150% of the target PRSUs will be earned. However, if our absolute TSR is negative, then the number of PRSUs earned cannot exceed 100% of the target PRSUs. In individual circumstances, the Compensation Committee has varied its practices and has awarded stock options, RSUs and PRSUs to our executive officers and other members of senior management that are subject to a two-year or three-year performance period. The specific amount of long-term equity grants awarded to our named executive officers is discussed below under the heading “Fiscal Year 2023 Pay Results—Long-Term Equity Grants for 2023.”

  28. Long-term Equity-Based Compensation

    | 46 | | 2024 PROXY STATEMENT |

  29. Long-term Equity-Based Compensation

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

  30. Long-term Equity-Based Compensation

    | Stock Options | RSUs | PRSUs | | Stock options have an exercise price equal to the fair market value of our common stock on the date of grant and reward the executives only if the price of our stock increases following the date of grant. | RSUs align the interests of our executives with the interests of our stockholders by promoting the stability and retention of a high-performing executive team over the longer term. The value ultimately received by our executive officers as a result of the settlement of the RSUs is directly tied to our stock price on the date of settlement. | PRSUs establish a clear connection between the compensation of our executives and the achievement of performance goals. | | Generally time-vest over a multi-year period in equal annual installments and have a ten-year term. | Time-vest on varying schedules. Some awards vest over a period of three years in equal annual or quarterly installments, and others cliff vest at predetermined dates. | Generally are earned at the end of the applicable performance period, subject to achievement of specified performance criteria measured over such applicable performance period, and vest subject to continued employment through a specified date. | | Vesting is subject to the executive’s continued employment, incentivizing executives to remain with the Company and sustain increases in stockholder value over time. | Vesting is subject to the executive’s continued employment, incentivizing executives to remain with the Company and sustain stockholder value over time. | For PRSUs whose performance metric is based on our level of free cash flow, in order for these PRSUs to vest, our free cash flow must meet or exceed 80% of the performance target during a multi-year performance period. 100% of the PRSUs granted will vest upon achievement of 100% or more of the performance target. No more than 100% of the PRSUs can vest even if the results exceed the performance target. The PRSUs will vest, on an interpolated basis, in respect of achievement between 80% and 100% of the performance target. Vesting is subject to the executive’s continued employment through a period following the end of the performance period, incentivizing executives to remain with the Company and sustain stockholder value over time. For PRSUs whose performance metric is based on the performance of our common stock relative to companies included in the S&P 500 Index, these PRSUs vest based on the percentile rank of our common stock’s TSR when ranked against the TSR of each company in the S&P 500 Index. PRSUs based on the relative total stockholder return metric will only vest if our performance achieves at least the 25th percentile (resulting in 50% of the target PRSUs being earned), with a target payout (i.e., 100% of the target PRSUs) requiring performance at the 50th percentile. If our performance achieves the 75th percentile, then 150% of the target PRSUs will be earned. Payouts will be interpolated between points. If our absolute TSR is negative, then the number of PRSUs earned cannot exceed 100% of the target PRSUs. These PRSUs, to the extent earned following the performance period, become non-forfeitable, generally subject to the executive officer’s continuous employment through an additional period or, in the case of our other senior management, the date the Compensation Committee certifies the performance result or the final anniversary of the grant date, whichever is later. |

  31. Long-term Equity-Based Compensation

    | | 2024 PROXY STATEMENT | 47 |

  32. Payment of Performance-Based Discretionary Annual Bonuses for 2023

    Payment of Performance-Based Discretionary Annual Bonuses for 2023 In 2023, the Compensation Committee adopted a bonus plan that measured our performance using Sirius XM self-pay subscribers at the end of the period, total revenue and adjusted EBITDA. This plan did not require the Compensation Committee to provide a guaranteed bonus or a minimum bonus to any of the named executive officers. This plan and the metrics contained in the plan was used by the Compensation Committee as a tool in evaluating and awarding bonuses for the named executive officers and in setting the aggregate bonus pool for employees. In 2023, we did not meet all of the goals set forth in our bonus plan. Below is a chart showing the primary elements of the bonus plan that was adopted by the Compensation Committee and the data regarding our performance in 2023 against the Sirius XM self-pay subscribers at the end of the period, total revenue and adjusted EBITDA metrics contained in the plan. In 2023, our performance, after applying the weighting assigned by the Compensation Committee to each metric, resulted in the company achieving an aggregate performance of 90.50% of the bonus plan. (amounts in millions, except for Sirius XM Self Pay Subscribers)

  33. Payment of Performance-Based Discretionary Annual Bonuses for 2023

    | | Threshold 50% Payout | Target 100% Payout | Premium 120% Payout | Weight | 2023 Performance | 2023 Performance | Weight | | Sirius XM Self Pay Subscribers (End of Period) | 31,795,000 | 31,945,000-32,026,000 | 32,295,000 | 20% | 31,942,000 | 99% | 19.80% | | Total Revenue | $8,892 | $8,992 - $9,042 | $9,142 | 30% | $8,953 | 81% | 24.20% | | Adjusted EBITDA | $2,275 | $2,800 - $2,830 | $2,930 | 50% | $2,790 | 93% | 46.60% | | Total | | | | 100% | | | 90.50% |

  34. Payment of Performance-Based Discretionary Annual Bonuses for 2023

    After carefully reviewing our 2023 performance against the key metrics contained in our budget and business plan and reviewing other considerations relating to our performance in 2023, the Compensation Committee:

  35. Payment of Performance-Based Discretionary Annual Bonuses for 2023

    | ● | approved a smaller cash pool for annual bonuses as compared to the employee bonus pool for 2022, which amount was divided among our employees (other than our named executive officers and senior management); | | ● | approved individual annual bonus amounts to each of the named executive officers; and | | ● | reviewed and approved the payments to other members of our senior management who are not included as named executive officers in this proxy statement. |

  36. Payment of Performance-Based Discretionary Annual Bonuses for 2023

    | 48 | | 2024 PROXY STATEMENT |

  37. Payment of Performance-Based Discretionary Annual Bonuses for 2023

    For our named executive officers, the actual amount of the bonus paid to each of them was based on several factors, including the level of achievement of the performance metrics described above, our 2023 corporate performance more generally, qualitative factors such as individual performance and, with respect to all named executive officers other than herself, recommendations made by Ms. Witz. The qualitative factors taken into consideration in determining the bonus amounts for the named executive officers are set forth below. The bonus amount for our Chief Executive Officer is discussed below under the heading “2023 Compensation Snapshot: Compensation of Our Chief Executive Officer.” Mr. Barry was awarded a bonus for his contributions during the year, including:

  38. Payment of Performance-Based Discretionary Annual Bonuses for 2023

    | ● | his role in managing our fixed and variable costs and overseeing our budgeting and forecasting processes; | | ● | his work managing our stock buyback program; | | ● | his work to create efficiencies in our financial planning and analysis function; | | ● | his management of our facilities and security operations; and | | ● | his management of our real estate holdings. |

  39. Payment of Performance-Based Discretionary Annual Bonuses for 2023

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

  40. Payment of Performance-Based Discretionary Annual Bonuses for 2023

    | ● | his continuing creative contributions to our programming; | | ● | his efforts in supporting our acquisition of the rights to distribute certain podcasts and securing the related global ad sales rights, such as Kelly Ripa’s podcast; | | ● | his work to enhance our programming, including entering into agreements with: John Mayer, Carrie Underwood, Kelly Clarkson, Smokey Robinson, and Shaggy to each launch new music channels; Audiochuck and its founder Ashley Flowers to launch a new true crime channel; James Corden to launch a new podcast and radio show; Major League Baseball and the National Hockey League to extend their agreements for an additional five years; NASCAR to extend our broadcasting agreements with it through 2025; Kevin Hart to extend his agreement to continue creating content for his Laugh Out Loud Radio channel; Megyn Kelly to continue hosting her show; and his work arranging performances by Luke Combs, Dave Matthews, Ed Sheeran, Green Day, Wu-Tang Clan, Ozuna and Jack Harlow; and | | ● | his ongoing work to understand and analyze customer satisfaction levels as they relate to our programming and content offerings. |

  41. Payment of Performance-Based Discretionary Annual Bonuses for 2023

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

  42. Payment of Performance-Based Discretionary Annual Bonuses for 2023

    | ● | his efforts to evaluate and reposition our product and technology assets; | | ● | his work to develop a detailed product and technology roadmap intended to guide our investments in digital infrastructure, particularly our efforts to re-platform our commerce, billing, customer management and identity infrastructure; | | ● | his work to recruit and hire employees for our Product and Technology function and reorganize our Product and Technology group to meet our anticipated long-term needs; | | ● | his leadership in launching the Sirius XM App in December 2023, including the new design and personalization features to enhance navigation and streamline content discovery; | | ● | his implementation of improvements to the Sirius XM App for Apple CarPlay and Android Auto, featuring redesigned navigation and design enhancements; | | ● | his work developing a podcast targeting solution for AdsWizz, which is intended to allow advertisers to reach podcast audiences more efficiently; and | | ● | his oversight of the development and management of our information technology systems and information security operations. |

  43. Payment of Performance-Based Discretionary Annual Bonuses for 2023

    | | 2024 PROXY STATEMENT | 49 |

  44. Payment of Performance-Based Discretionary Annual Bonuses for 2023

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

  45. Payment of Performance-Based Discretionary Annual Bonuses for 2023

    | ● | his regular on-going contributions in providing effective legal support, including the management of various complex legal and regulatory issues; | | ● | his efforts to provide sound and timely advice to senior management and our board of directors regarding various governance and compliance matters; | | ● | his work to manage our existing litigation and assess the related enterprise risks in the face of the increasing complexity of our business; | | ● | his assistance in negotiating and executing various agreements with third parties that are essential to our operations; and | | ● | his role in assisting with the negotiation and execution of the proposed transactions with Liberty Media that will result in our becoming an independent public company with no majority stockholders. |

  46. Payment of Performance-Based Discretionary Annual Bonuses for 2023

    Mr. Sullivan, our former Executive Vice President and Chief Financial Officer, voluntarily resigned from his position effective April 28, 2023 and was not paid a bonus for 2023. Based on the foregoing, the Compensation Committee approved the specific annual bonus amounts set forth in the Summary Compensation Table under the “Bonus” column for each of the above named executive officers. Further information on the relationship between the Company’s adjusted EBITDA performance and compensation actually paid to our named executive officers can be found in the section titled “Pay Versus Performance”.

  47. Long-Term Equity Grants for 2023

    Long-Term Equity Grants for 2023 We make grants of equity-based compensation to incentivize our executives to continue providing meaningful and effective services to our customers and stockholders. The long-term nature of the awards serves as our primary retention tool. During 2023, our long-term equity grants generally consisted of stock options, RSUs and PRSUs. In 2023, only Mr. Barry received a long-term equity grant. The target award value of the options, RSUs and PRSUs granted to Mr. Barry was determined by the Compensation Committee (with the assistance of our Chief Executive Officer). The number of stock options granted was equal to the total target value of Mr. Barry’s individual stock option grant calculated under the Black-Scholes-Merton model. The number of RSUs and PRSUs granted was equal to the total target value of Mr. Barry’s individual RSU and PRSU grant divided by the average closing price of our common stock reported on NASDAQ for the 20-trading days preceding, but not including, the grant date of the award. In April 2023, we entered into an employment agreement with Mr. Barry in connection with his appointment as Executive Vice President and Chief Financial Officer. In connection with his agreement, we granted Mr. Barry stock options and RSUs, with each award having a grant date fair value equal to $375,000 and $355,120, respectively. These stock options and RSUs vest in equal installments on May 2, 2024, May 2, 2025 and April 28, 2026, subject to Mr. Barry’s continued employment on each applicable vesting date. We also granted PRSUs to Mr. Barry with a target award fair value equal to $769,105. Fifty percent of these PRSUs are eligible to be earned based on the level of achievement of the cumulative free cash flow target established by our Compensation Committee for the two-year performance period commencing on January 1, 2023 and ending on December 31, 2024, and subject to Mr. Barry’s continued employment through April 28, 2026. The remaining fifty percent of the PRSUs awarded to Mr. Barry will be earned based on the relative TSR performance of our common stock during the three-year performance period commencing on January 1, 2023 and ending on December 31, 2025, and subject to his continued employment through April 28, 2026.

  48. Long-Term Equity Grants for 2023

    | 50 | | 2024 PROXY STATEMENT |

  49. Long-Term Equity Grants for 2023

    The grant date fair value of the awards is identified in the Summary Compensation Table under the “Stock Awards” and “Option Awards” columns, and in the “Grants of Plan-Based Awards in 2023” table. There were no long-term equity grants made to Ms. Witz and Messrs. Sullivan, Greenstein, Inzerillo or Donnelly in 2023. They each previously received an equity award that was intended to cover a multi-year period, as further described under “Outstanding Equity Awards at Fiscal Year-End 2023”. Further information on the relationship between the Company’s TSR (including peer group TSR) and compensation actually paid to our named executive officers can be found in the section titled “Pay Versus Performance”. In December 2023, we entered into a new employment agreement with Ms. Witz to continue serving as our Chief Executive Officer through December 31, 2026. In connection with this agreement, we granted Ms. Witz stock options and RSUs with a grant date fair value equal to $16,500,000 and $3,193,148, respectively. These stock options and RSUs will vest in three equal installments on December 31, 2024, December 31, 2025 and December 31, 2026, subject to her continued employment on each applicable vesting date. We also granted PRSUs to Ms. Witz with a target award fair value equal to $13,033,510. Fifty percent of these PRSUs are eligible to be earned based on the level of achievement of the cumulative free cash flow target established by our Compensation Committee for the two-year performance period beginning on January 1, 2024 and ending on December 31, 2025, and subject to Ms. Witz’s continued employment through December 31, 2026. The remaining fifty percent of the PRSUs awarded to Ms. Witz will be earned based on the relative TSR performance of our common stock during the three-year performance period commencing on January 1, 2024 and ending on December 31, 2026, and subject to her continued employment through December 31, 2026. We issued these stock options, RSUs and PRSUs to Ms. Witz in February 2024.

  50. Dividend Equivalent Units

    Dividend Equivalent Units Dividend Equivalent Units (“DEUs”) are granted to each executive if, on any date while RSUs or PRSUs are outstanding, we pay a dividend on our common stock (other than a dividend payable in common stock). The number of RSUs and PRSUs granted to the executive are, as of the record date for such dividend payment, increased by a number of RSUs or PRSUs, as applicable, equal to: (a) the product of (x) the number of RSUs or PRSUs held by the executive as of such record date, multiplied by (y) the per share amount of any cash dividend (or, in the case of any dividend payable, in whole or in part, other than in cash, the per share value of such dividend, as determined in good faith by us), divided by (b) the average closing price of a share of our common stock on NASDAQ on the twenty trading days preceding, but not including, such record date. DEUs are subject to the same vesting and other terms as the related RSUs or PRSUs, as applicable. All DEUs are granted pursuant to the terms of the 2015 Plan.

  51. Payments to Named Executive Officers Upon Termination or Change in Control

    Payments to Named Executive Officers Upon Termination or Change in Control The employment agreements with our named executive officers provide for severance payments upon an involuntary termination of employment without “cause” or a termination of employment for “good reason” (as each term is defined in their employment agreements). While these arrangements vary among executives due to individual negotiations, none of our employment agreements with our named executive officers include any golden parachute excise tax gross-ups. The material terms of these agreements are described under “Potential Payments or Benefits Upon Termination or Change in Control—Employment Agreements.” None of the employment agreements for the named executive officers provide for any payments solely due to a change in control. Under the terms of the 2015 Plan, if the employment of any of our named executive officers is terminated by us without cause, or by the executive for good reason, within two years following a change in control, then in accordance with the 2015 Plan, their equity awards are subject to accelerated vesting. These arrangements are intended to retain highly qualified executives who could have other job alternatives that may appear to them, in the absence of these arrangements, to be less risky, and such arrangements are designed to allow the executives to focus exclusively on our interests.

  52. PERFORMANCE ACHIEVEMENT IN RESPECT OF 2023 PERFORMANCE YEAR(S)

    PERFORMANCE ACHIEVEMENT IN RESPECT OF 2023 PERFORMANCE YEAR(S) Vesting of PRSUs Whose Performance Period Included the Year Ending December 31, 2023—Certain PRSUs granted by the Compensation Committee are subject to achievement of a cumulative free cash flow target established by the Compensation Committee, measured over a two-year performance period. In early 2024, the Compensation Committee certified the achievement of the free cash flow performance goal for PRSUs that included the year ending December 31, 2023 as part of the performance period. Free cash flow performance for the period exceeded the performance goal, which resulted in the vesting of the PRSUs at 100%. The settlement of these PRSUs is generally subject to the executive’s continued employment with us for an additional vesting period which varies for each executive officer.

  53. PERFORMANCE ACHIEVEMENT IN RESPECT OF 2023 PERFORMANCE YEAR(S)

    Vesting of Relative TSR PRSUs Whose Performance Period Included the Year Ending December 31, 2023—The vesting of certain PRSUs granted by the Compensation Committee is conditioned upon a three-year or two-year total shareholder return of the Company’s common stock relative to the other entities in the S&P 500 Index. In early 2024, the Compensation Committee certified the Company’s percentile rank relative to the other entities in the S&P 500 Index for the three- and the two-year periods ending December 31, 2023. The percentile rank of the TSR of the Company’s common stock relative to other entities in the S&P 500 Index for the three-year period ending December 31, 2023 was the 19th percentile, and the percentile rank of the TSR of the Company’s common stock relative to other entities in the S&P 500 Index for the two-year period ending December 31, 2023 was the 34th percentile. The payout percentage for TSR PRSUs having a three-year performance period ending December 31, 2023 was zero, and the payout percentage for TSR PRSUs having a two-year performance period ending December 31, 2023 was 68%. The settlement of the PRSUs with a two-year performance period is generally subject to the executive’s continued employment with us for an additional vesting period which varies for each executive officer. The PRSUs with a three-year performance period expired unvested on the date the Compensation Committee certified the Company’s percentile rank relative to the other entities in the S&P 500 Index.

  54. POLICY WITH RESPECT TO SECTION 162(m) OF THE INTERNAL REVENUE CODE

    | Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Option Awards(2) ($) | Nonqualified Deferred Compensation Earnings(3) ($) | All Other Compensation(4) ($) | Total ($) | | Jennifer C. Witz Chief Executive Officer | 2023 | 1,750,001 | 5,250,000 | — | — | — | 164,546 | 7,164,547 | | | 2022 | 1,750,000 | 4,062,600 | — | — | — | 200,900 | 6,013,500 | | | 2021 | 1,741,539 | 6,100,000 | 14,596,945 | 9,500,000 | — | 166,400 | 32,104,884 | | Thomas D. Barry Executive Vice President and Chief Financial Officer | 2023 | 688,751 | 900,000 | 2,041,986 | 750,001 | — | 9,900 | 4,390,637 | | | 2022 | — | — | — | — | — | — | — | | | 2021 | — | — | — | — | — | — | — | | Sean S. Sullivan (Former) Executive Vice President and Chief Financial Officer | 2023 | 410,089 | — | — | — | — | 5,126 | 415,215 | | | 2022 | 1,100,000 | 1,250,000 | — | — | — | 9,150 | 2,359,150 | | | 2021 | 1,100,001 | 1,850,000 | 4,507,440 | — | — | 14,900 | 7,472,341 | | Scott A. Greenstein President and Chief Content Officer | 2023 | 1,697,440 | 2,500,000 | — | — | — | 9,900 | 4,207,340 | | | 2022 | 1,677,284 | 2,250,000 | — | — | — | 9,150 | 3,936,434 | | | 2021 | 1,628,616 | 3,050,000 | — | — | — | 8,700 | 4,687,316 | | Joseph Inzerillo Chief Product and Technology Officer | 2023 | 1,250,001 | 1,800,000 | — | — | — | 9,900 | 3,059,901 | | | 2022 | 1,201,924 | 1,625,000 | 9,805,173 | 2,250,000 | — | 9,150 | 14,891,246 | | | 2021 | — | — | — | — | — | — | — | | Patrick L. Donnelly Executive Vice President, General Counsel and Secretary | 2023 | 1,025,000 | 1,800,000 | — | — | — | 9,900 | 2,834,900 | | | 2022 | 1,025,000 | 1,550,000 | 3,836,703 | 2,340,001 | — | 9,150 | 8,760,853 | | | 2021 | 1,025,000 | 2,100,000 | — | — | — | 8,700 | 3,133,700 |

  55. POLICY WITH RESPECT TO SECTION 162(m) OF THE INTERNAL REVENUE CODE

    | (6) Outstanding equity awards for Mr. Greenstein vest as follows: 2,683,790 options granted on December 8, 2020 at an exercise price of $6.36 vest in two equal annual installments of 1,341,895 on May 24, 2023 and May 24, 2024. The outstanding RSUs granted to Mr. Greenstein vest as follows: 181,030 RSUs vest on May 24. 2024. The 371,119 PRSUs whose achievement is based on free cash flow granted to Mr. Greenstein on December 8, 2020, will vest, subject to his continued employment, on May 24, 2024. The 371,118 PRSUs whose achievement is based on TSR granted to Mr. Greenstein on December 8, 2020 will vest in part, subject to the satisfaction of the applicable performance metric and his continued employment, on May 24, 2024. The actual number of shares, with respect to the PRSUs, will be distributed upon the satisfaction of the applicable performance metrics through the performance period and the employee’s continued employment. | | (7) Outstanding equity awards for Mr. Inzerillo vest as follows: the 1,425,861 options granted at an exercise price of $6.43 will vest in three equal annual installments of 475,287 from date of grant on February 2, 2022. The outstanding RSUs granted to Mr. Inzerillo vest as follows: 246,045 RSUs vested on February 2, 2024, and 246,052 RSUs will vest on February 2, 2025. The 390,783 PRSUs whose achievement is based on free cash flow granted to Mr. Inzerillo on February 2, 2022 will vest, subject to the satisfaction of the applicable performance metric and his continued employment, on February 2, 2025. The 390,783 PRSUs whose achievement is based on TSR granted to Mr. Inzerillo on February 2, 2022 will vest, subject to the satisfaction of the applicable performance metric and his continued employment, on February 2, 2025. The actual number of shares, with respect to the PRSUs, will be distributed upon the satisfaction of the applicable performance metrics through the performance period and the employee’s continued employment. | | (8) Outstanding equity awards for Mr. Donnelly vest as follows: the 1,463,135 options granted to Mr. Donnelly on November 22, 2019 at an exercise price of $6.56 vested as follows: 487,711 options vested on November 22, 2020; 487,712 options vested on November 22, 2021; and 487,712 options vested November 22, 2022; the 1,697,515 options granted to Mr. Donnelly on November 21, 2022, at an exercise price of $6.43 vest as follows: 848,757 options vested on November 21, 2023 and 848,758 options will vest on January 2, 2025. The 97,742 outstanding RSUs granted to Mr. Donnelly will vest on January 2, 2025. The 200,373 PRSUs whose achievement is based on free cash flow granted to Mr. Donnelly on November 21, 2022 will vest, subject to the satisfaction of the applicable performance metric and his continued employment, on January 2, 2025. The 200,373 PRSUs whose achievement is based on TSR granted to Mr. Donnelly on November 21, 2022 will vest, subject to the satisfaction of the applicable performance metric and his continued employment, on January 2, 2025. |

  56. POTENTIAL PAYMENTS AND BENEFITS

    POTENTIAL PAYMENTS AND BENEFITS The following table describes the potential payments and benefits under the named executive officers’ agreements and our stock incentive plan to which they would have been entitled if a termination of employment or change in control had occurred as of December 31, 2023:

  57. POTENTIAL PAYMENTS AND BENEFITS

    | Name | Triggering Event | Severance Payment ($)(1) | Accelerated Equity Vesting ($)(2) | Continuation of Insurance Benefits ($)(3) | Total ($)(4) | | Jennifer C. Witz | Termination due to death or disability | 5,250,000 | 4,823,922 | — | 10,073,922 | | | Termination without cause or for good reason | 15,750,000 | 4,823,922 | 54,505 | 20,628,426 | | | Termination without cause or for good reason following a change in control | 15,750,000 | 4,823,922 | 54,505 | 20,628,426 | | Thomas D. Barry | Termination due to death or disability | — | 5,792,499 | — | 5,792,499 | | | Termination without cause or for good reason | 2,700,000 | 5,792,499 | 54,505 | 8,547,003 | | | Termination without cause or for good reason following a change in control | 2,700,000 | 5,792,499 | 54,505 | 8,547,003 | | Scott A. Greenstein | Termination due to death or disability | — | 5,050,270 | — | 5,050,270 | | | Termination without cause or for good reason | 9,841,040 | 5,050,270 | 55,205 | 14,946,516 | | | Termination without cause or for good reason following a change in control | 9,841,040 | 5,050,270 | 55,205 | 14,946,516 | | Joseph Inzerillo(5) | Termination due to death or disability | — | 6,966,937 | — | 6,966,937 | | | Termination without cause or for good reason | 4,925,000 | 6,966,937 | 37,763 | 11,929,699 | | | Termination without cause or for good reason following a change in control | 4,925,000 | 6,966,937 | 37,763 | 11,929,699 | | Patrick L. Donnelly | Termination due to death or disability | — | 2,726,729 | — | 2,726,729 | | | Termination without cause or for good reason | 4,625,000 | 2,726,729 | 37,763 | 7,389,492 | | | Termination without cause or for good reason following a change in control | 4,625,000 | 2,726,729 | 37,763 | 7,389,492 |

  58. POTENTIAL PAYMENTS AND BENEFITS

    | (1) Any severance payment due is required to be paid in a lump sum. | | (2) All amounts were calculated based on the closing price on NASDAQ of our common stock on December 29, 2023 of $5.47. The accelerated vesting of options is valued at (a) the difference between the December 29, 2023 closing price and the exercise price of the options multiplied by (b) the number of shares of common stock underlying the options. The accelerated vesting of RSUs and PRSUs is valued at the closing price on NASDAQ of our common stock on December 29, 2023 of $5.47 multiplied by the number of shares subject to the applicable RSUs and PRSUs. The PRSU vesting assumes 100% of target level achievement for the performance period during which a termination occurs. This amount assumes that the entire PRSU award provided would become vested at target level. The amounts also include DEUs. | | (3) Assumes that health benefits would be continued under COBRA for eighteen months. | | (4) We do not provide any tax gross-ups. In the event a named executive officer would be subject to an excise tax under Section 4999 of the Internal Revenue Code (imposed on individuals who receive compensation in connection with a change of control that exceeds certain specified limits), the benefits to the named executive officer will be reduced to the extent that such benefits do not trigger the excise tax, unless the named executive officer would retain greater value (on an after-tax basis) by receiving all benefits and paying applicable excise, income and payroll taxes. Amounts shown are based on preliminary calculations that indicate that, with the exception of Ms. Witz, Mr. Barry and Mr. Inzerillo, the amounts payable to each named executive would not be subject to the excise tax. Estimated amounts may materially differ from any actual amounts ultimately paid. | | (5) Based on preliminary calculations, the amounts payable to Mr. Inzerillo in the event of his termination following a change in control would be subject to an excise tax of $1,669,556. The total amount shown does not reflect, in the event of Mr. Inzerillo’s termination following a change in control, a reduction in the payments as a result of the projected amount of the applicable excise tax under Section 4999 of the Internal Revenue Code. |

  59. POTENTIAL PAYMENTS AND BENEFITS

    | 66 | | 2024 PROXY STATEMENT |

  60. POTENTIAL PAYMENTS AND BENEFITS

    EXECUTIVE COMPENSATION ● 2023 CEO PAY RATIO 2023 CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees to the annual total compensation of our Chief Executive Officer. We determined that, as of December 31, 2023 (the date we identified for purposes of determining our employee population), our employee population consisted of approximately 5,705 individuals, of which 252 employees were located outside the United States. This population consisted of our full-time, part-time, seasonal and temporary workers and did not include any individuals classified as independent contractors. In accordance with the de minimus exemption under Item 402(u) of Regulation S-K, we excluded the group of 252 non-U.S. employees from our total employee population, specifically: twenty employees from Britain, one employee from Belgium, eleven employees from Canada, one employee from Panama, nine employees from Poland, two employees from Malaysia, five employees from the Philippines, and 203 employees from Romania. These non-U.S. individuals represented approximately 4% of our total estimated employee population as of December 31, 2023 of 5,705 individuals. After excluding the non-U.S. employees and our Chief Executive Officer, we included 5,452 employees in our calculations to identify the median employee. To identify the median employee from this employee population, we calculated each employee’s total compensation by reviewing employees’ W-2 wages for 2023. Given the even number of employees included in our calculation, we were unable to identify an employee who fell at the actual “median” of the employee population. Rather, we identified two employees who fell at the mid-point of our employee population. After reviewing the annual total compensation of both employees, we determined that one of the employee’s annual total compensation included anomalous compensation elements. Therefore, we determined it was reasonable, and better reflective of our overall compensation profile, to use the other employee whose annual total compensation did not include anomalous compensation elements as the median employee for purposes of calculating our 2023 pay ratio. We calculated all of the elements of such employee’s compensation for the 2023 fiscal year in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K in order to calculate the “annual total compensation” for purposes of calculating the required pay ratio. This resulted in an estimated annual total compensation of $145,080 which we believe reasonably portrays the median level of our employees’ overall compensation profile. To calculate the annual total compensation of our Chief Executive Officer, we used the amount reported for Ms. Witz in the “Total” column of the 2023 Summary Compensation Table included in this proxy statement, which was $7,164,547. Based on Ms. Witz’s annual total compensation compared to the annual total compensation of our estimated median employee, our estimated pay ratio is 49:1. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. The pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  61. POTENTIAL PAYMENTS AND BENEFITS

    | | 2024 PROXY STATEMENT | 67 |

  62. POTENTIAL PAYMENTS AND BENEFITS

    Pay Versus Performance Disclosure As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s pay-for-performance philosophy and how our Compensation Committee aligns executive compensation with performance refer to “Compensation Discussion and Analysis”.

  63. PAY VERSUS PERFORMANCE TABLE

    PAY VERSUS PERFORMANCE TABLE The following table provides information required under the SEC’s Item 402(v) of Regulation S-K disclosing (i) a measure of total compensation and a measure reflecting “compensation actually paid” for our principal executive officer (“PEO”) and, as an average, for our other named executive officers (“NEOs”), and (ii) select financial performance measures, in each case, for our four most recently completed fiscal years.

  64. PAY VERSUS PERFORMANCE TABLE

    | | | | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | Value of Initial Fixed $100 Investment Based On: | | | ($ in millions) Company Selected Measure: Adjusted EBITDA ($) | | Year | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($) | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) | ($ in millions) Net Income ($) | | | (a) | (b)(1) | (c)(2)(5) | (d)(3) | (e)(4)(5) | (f)(6) | (g)(7) | (h)(8) | (i)(9) | | 2023 | 7,164,547 | 3,069,433 | 2,981,599 | 1,013,440 | 83.90 | 153.89 | 1,258 | 2,790 | | 2022 | 6,013,500 | 4,663,992 | 9,383,278 | 8,100,880 | 87.65 | 92.95 | 1,213 | 2,833 | | 2021 | 32,104,884 | 32,156,057 | 5,080,375 | 4,749,683 | 90.57 | 166.16 | 1,314 | 2,770 | | 2020 | 19,451,654 | 18,498,193 | 7,478,674 | 5,888,625 | 89.88 | 131.17 | 131 | 2,575 |

  65. PAY VERSUS PERFORMANCE TABLE

    | (1) The dollar amounts reported in column (b) for 2023, 2022 and 2021 are the amounts of total compensation reported for our PEO for each of those years in the “Total” column of the Summary Compensation Table set forth on page 56. The dollar amount reported in column (b) for 2020 is the amount of total compensation reported for our PEO in the Summary Compensation Table contained in Sirius XM Holdings Inc.’s Proxy Statement filed with the SEC on April 20, 2021, reduced to correct an inadvertent overstatement of certain amounts attributable to dividends reported in the “All Other Compensation” column for Mr. Meyer in 2020. Our PEO for fiscal years 2023, 2022 and 2021 was Jennifer C. Witz. Our PEO for fiscal year 2020 was James E. Meyer. | | (2) The dollar amounts reported in column (c) represent the amount of “compensation actually paid” (which is sometimes referred to as the “CAP”) for our PEO for the corresponding fiscal year. The amounts listed do not reflect the actual compensation earned, realized or received by our PEO during the applicable year. | | (3) The dollar amounts reported in column (d) for 2023, 2022 and 2021 represent the average of the amounts of total compensation reported for our non-PEO NEOs as a group for each of those years in the “Total” column of the Summary Compensation Table set forth on page 56. The dollar amount reported in column (d) for 2020 represents the average of the amounts of total compensation reported for our non-PEO NEOs as a group in 2020 in the “Total” column of the Summary Compensation Table contained in Sirius XM Holdings Inc.’s Proxy Statement filed with the SEC on April 20, 2021, increased to correct an inadvertent understatement of the grant date fair value of stock awards granted to Mr. Greenstein, which was partially offset by an overstatement of certain amounts attributable to dividends for him reported in the “All Other Compensation” column, in 2020. The non-PEO NEOs included for purposes of such calculations are as follows: (i) for fiscal year 2023, Thomas D. Barry, Patrick L. Donnelly, Scott A. Greenstein, Joseph Inzerillo and Sean S. Sullivan, (ii) for fiscal year 2022, Patrick L. Donnelly, Joseph Inzerillo, Sean S. Sullivan and Joseph A. Verbrugge, (iii) for fiscal year 2021, Dara F. Altman, Patrick L. Donnelly, Scott A. Greenstein, and Sean S. Sullivan and (iv) for fiscal year 2020, Patrick L. Donnelly, David J. Frear, Scott A. Greenstein, Sean S. Sullivan and Jennifer C. Witz. | | (4) The dollar amounts reported in column (e) represent the average amount of CAP to the non-PEO NEOs specified in footnote (3) as a group, as further described below. The amounts listed do not reflect the actual compensation actually earned, realized or received by the non-PEO NEOs as a group during the applicable year. | | (5) The calculation of CAP uses as a starting point the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, with certain adjustments (i.e., additions or subtractions) with respect to the fair value of equity awards. The methodology used to develop the valuation assumptions as of each applicable measurement date is consistent with those disclosed at the time of grant. |

  66. PAY VERSUS PERFORMANCE TABLE

    | 68 | | 2024 PROXY STATEMENT |

  67. PAY VERSUS PERFORMANCE TABLE

    The following table provides reconciling information for the amounts reported in the Summary Compensation Table for our PEO for each of the years set forth below to the amount of CAP.

  68. PAY VERSUS PERFORMANCE TABLE

    | Year | Summary Compensation Table Total ($) | Deductions from Summary Compensation Table Total ($) | Additions to Summary Compensation Table Total ($) | CAP ($) | | | (i) | (ii) | (iii) | | | 2023 | 7,164,547 | 0 | -4,095,114 | 3,069,433 | | 2022 | 6,013,500 | 0 | -1,349,508 | 4,663,992 | | 2021 | 32,104,884 | -24,096,945 | 24,148,118 | 32,156,057 | | 2020 | 19,451,654 | -9,999,997 | 9,046,536 | 18,498,193 |

  69. PAY VERSUS PERFORMANCE TABLE

    The following table provides reconciling information for the average amounts reported in the Summary Compensation Table for our non-PEO NEOs for each of the years set forth below to the amount of CAP.

  70. PAY VERSUS PERFORMANCE TABLE

    | Year | Average Summary Compensation Table Total ($) | Deductions from Average Summary Compensation Table Total ($) | Additions to Average Summary Compensation Table Total ($) | CAP ($) | | | (i) | (ii) | (iii) | | | 2023 | 2,981,599 | -558,397 | -1,409,762 | 1,013,440 | | 2022 | 9,383,278 | -6,908,382 | 5,625,984 | 8,100,880 | | 2021 | 5,080,375 | -1,819,221 | 1,488,529 | 4,749,683 | | 2020 | 7,478,674 | -3,921,152 | 2,331,103 | 5,888,625 |

  71. PAY VERSUS PERFORMANCE TABLE

    | (i) | The dollar amounts reported for 2023, 2022 and 2021 in the “Average Summary Compensation Table Total” column for our PEO and our non-PEO NEOs were derived from the Summary Compensation Table set forth on page 56. The dollar amounts reported for 2020 in the “Average Summary Compensation Table Total” column were derived from the Summary Compensation Table contained in Sirius XM Holdings Inc.’s Proxy Statement filed with the SEC on April 20, 2021, increased to correct an inadvertent understatement of the grant date fair value of stock awards granted to Mr. Greenstein, which was partially offset by an overstatement of certain amounts attributable to dividends reported for him in the “All Other Compensation” column, in 2020. | | (ii) | The dollar amounts represent the grant date fair value of equity-based awards granted each year to the PEO, and the average grant date fair value of equity-based awards granted each year for the non-PEO NEOs, as reported in the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table for fiscal years 2023, 2022, 2021 and 2020. | | (iii) | The dollar amounts reflect the value of equity-based awards granted to the PEO, and the average value of the equity-based awards for the non-PEO NEOs, calculated in accordance with the methodology contained in the SEC’s rules for determining CAP for each year shown. The equity-based awards component of CAP for fiscal year 2023 is detailed in the supplemental table below. |

  72. PAY VERSUS PERFORMANCE TABLE

    The table below illustrates the calculations described in this footnote (5) with respect to the equity component of the PEO’s CAP for fiscal year 2023:

  73. PAY VERSUS PERFORMANCE TABLE

    | Year | Year End Fair Value of Equity Awards ($) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) (i) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) (i) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Equity Award Adjustments ($) | | 2023 | 0 | -3,825,766 | 0 | -269,348 | 0 | 0 | -4,095,114 |

  74. PAY VERSUS PERFORMANCE TABLE

    | | 2024 PROXY STATEMENT | 69 |

  75. PAY VERSUS PERFORMANCE TABLE

    The table below illustrates the calculations described in this footnote (5) with respect to the average equity component of the non-PEO NEO’s CAP for fiscal year 2023:

  76. PAY VERSUS PERFORMANCE TABLE

    | Year | Year End Fair Value of Equity Awards ($) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) (i) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) (i) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Equity Award Adjustments ($) | | 2023 | 836,501 | -413,293 | 0 | -481,035 | -1,351,935 | 0 | -1,409,762 |

  77. PAY VERSUS PERFORMANCE TABLE

    | (i) Dividends are included in the “Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards” and “Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year”. | | (6) Amounts represent the cumulative total of our common stock for the period beginning on the market close on the last trading day before January 1, 2020, the earliest fiscal year in the table, through and including December 31, 2023, the end of the fiscal year for which cumulative total shareholder return is being calculated. The closing price at the measurement point has been converted into a fixed investment of one hundred dollars. The amount included in the table is the value of such fixed investment based on the cumulative total stockholder return as of the end of each year, including reinvestment of dividends. | | (7) The peer group used for this purpose is the S&P 500 Media & Entertainment Index, which we also use in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2023. We have used the same methodology described above for calculating the total stockholder return of our common stock in calculating the total stockholder return of the S&P 500 Media & Entertainment Index. | | (8) The dollar amounts are the Company’s net income as reflected in the Company’s audited consolidated financial statements contained in our Annual Reports on Form 10-K for the applicable year. | | (9) We determined Adjusted EBITDA to be the most important financial measure used to link our performance to CAP for our PEO and Non-PEO NEOs for fiscal year 2023. Adjusted EBITDA is not calculated and presented in accordance with GAAP and is therefore a “Non-GAAP” measure. Refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Financial and Operating Metrics—Glossary” section in our annual report for each of the fiscal years ended December 31, 2023, December 31, 2022, December 31, 2021, and December 31, 2020 for a discussion of such Non-GAAP financial measure, and a reconciliation to the most directly comparable GAAP measure. We may determine a different financial performance measure to be the most important financial performance measure in future years. |

  78. ANALYSIS OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE

    ANALYSIS OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE As described in more detail in the “Compensation Discussion and Analysis” section, our executive compensation program reflects a pay-for-performance philosophy and incorporates a variety of performance-based metrics and objectives that are intended to align NEOs’ interests with the interests of our stockholders. We generally seek to incentivize long-term performance, but do not specifically design compensation to align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. The Company is providing the following descriptions of the relationships between information presented in the Pay Versus Performance Table.

  79. Compensation Actually Paid vs. Cumulative Total Shareholder Return

    Compensation Actually Paid vs. Cumulative Total Shareholder Return

  80. Compensation Actually Paid vs. Net Income

    Compensation Actually Paid vs. Net Income

  81. Compensation Actually Paid vs. Company Selected Measure

    Compensation Actually Paid vs. Company Selected Measure

  82. Compensation Actually Paid vs. Company Selected Measure

    | 72 | | 2024 PROXY STATEMENT |