DEF 14A of Sirius XM Holdings Inc., Apr 14, 2025

DEF 14A of Sirius XM Holdings Inc.

Filed Apr 14, 2025 · FY20240001104659-25-034663

Open on EDGAR

  1. Item 1—Election of Directors

    Item 1—Election of Directors Our board currently consists of nine members and is divided into three classes, with members of each class holding office for staggered terms. Our board of directors is in the process of declassifying such that, commencing with this 2025 annual meeting of stockholders, our director nominees will be elected for one-year terms. Each director will be elected in the year in which the term for his or her current class expires, and thereafter each director will serve for a term of one year and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation, retirement, disqualification or removal. Consequently, by 2027, all of our directors will stand for election each year for one-year terms, and at the conclusion of the 2027 annual meeting of stockholders, our board will no longer be divided into three classes. The current membership and term of each of Classes I, II and III are indicated in the table below:

  2. Item 1—Election of Directors

    | Class I (term expiring at the 2025 annual meeting) | Class II (term expiring at the 2026 annual meeting) | Class III (term expiring at the 2027 annual meeting) | | Eddy W. Hartenstein Kristina M. Salen Jennifer C. Witz | Evan D. Malone Jonelle Procope Anjali Sud | Gregory B. Maffei Michael Rapino David M. Zaslav |

  3. Item 1—Election of Directors

    The three Class I directors are standing for election at the annual meeting. The Nominating and Governance Committee of our board of directors has nominated the Class I director nominees after consideration of each individual’s qualifications, contributions to the Company and other reasons discussed in this proxy statement. The Nominating and Governance Committee believes that a well-functioning board includes highly qualified individuals who bring a variety of complementary skills, experiences and perspectives that are critical to the oversight of our business. Our board of directors is committed to have a board with diverse backgrounds, experiences and expertise that represent our strategic priorities. In furtherance of this commitment, it is the policy of the Nominating and Governance Committee to require that any list of candidates to be considered by the Committee for nomination to our board include a pool of candidates with diverse skills, experiences and backgrounds. Any third-party consultant asked to furnish an initial list will be requested to include such candidates. The Nominating and Governance Committee generally considers each nominee in the broad context of the overall composition of our board of directors with a view toward constituting a board that, as a group, possesses the appropriate mix of skills and experience to oversee our business. The experience, qualifications, attributes, or skills that led the Nominating and Governance Committee to conclude that our nominees should serve on the board of directors are generally described in the biographical information below. In 2024, we paid a fee to Spencer Stuart, the global executive search and leadership consulting firm, for its assistance in identifying candidates for appointment to our board of directors. Set forth below is the biographical information for our Class I director nominees proposed to be elected to serve for a one-year term as Class I directors or until their respective successors have been duly elected and qualified. Also set forth below is the biographical information for our Class II and Class III directors, each continuing to serve until their terms expire at the 2026 and 2027 annual meetings, respectively. 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.

  4. Item 1—Election of Directors

    | | 2025 PROXY STATEMENT | 7 |

  5. Item 1—Election of Directors

    Biographical information about our Class I director nominees:

  6. Item 1—Election of Directors

    | EDDY W. HARTENSTEIN | | | Age: 74 | | | 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 served as our Lead Independent Director from April 2013 until September 2024. 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. | |

  7. Item 1—Election of Directors

    | 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. |

  8. Item 1—Election of Directors

    | 8 | | 2025 PROXY STATEMENT |

  9. Item 1—Election of Directors

    | KRISTINA M. SALEN | | | Age: 54 | | | POSITION, PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE AND DIRECTORSHIPS | | | Ms. Salen has been a director since July 2018 and has served as our Lead Independent Director since January 2025. 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. | |

  10. Item 1—Election of Directors

    | 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. Item 1—Election of Directors

    | | 2025 PROXY STATEMENT | 9 |

  12. Item 1—Election of Directors

    | JENNIFER C. WITZ | | | Age: 56 | | | 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. | |

  13. Item 1—Election of Directors

    | 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. |

  14. Item 1—Election of Directors

    | 10 | | 2025 PROXY STATEMENT |

  15. Item 1—Election of Directors

    Biographical information about our Class II directors:

  16. Item 1—Election of Directors

    | EVAN D. MALONE | | | Age: 54 | | | 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 Corporation (“Liberty Media”) since September 2011 and as a director of Qurate since August 2008. | |

  17. Item 1—Election of Directors

    | 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. |

  18. Item 1—Election of Directors

    | JONELLE PROCOPE | | | Age: 74 | | | 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. | |

  19. Item 1—Election of Directors

    | 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. |

  20. Item 1—Election of Directors

    | | 2025 PROXY STATEMENT | 11 |

  21. Item 1—Election of Directors

    | ANJALI SUD | | | Age: 41 | | | POSITION, PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE AND DIRECTORSHIPS | | | Ms. Sud has been a director since March 2025. Ms. Sud has been the Chief Executive Officer of Tubi, Inc., a subsidiary of the Fox Corporation that provides free ad-supported TV streaming service in the United States, since September 2023. Prior to that time, from July 2017 to August 2023, Ms. Sud served as the Chief Executive Officer of Vimeo, Inc., a provider of cloud-based software tools that enable creative professionals, marketers and enterprises to stream, host, distribute and monetize videos online and across devices. She also served on Vimeo’s board of directors from May 2021 to August 2023. Prior to that, Ms. Sud held various positions at Vimeo since July 2014, before being promoted to Chief Executive Officer in July 2017. Before Vimeo, Ms. Sud served in various positions at Amazon.com, Inc. from 2010 to 2014, most recently as Director of Marketing. Ms. Sud serves on the Board of Directors of Dolby Laboratories, Inc. and Change.org. | |

  22. Item 1—Election of Directors

    | Key Attributes, Experience and Skills: | | As the Chief Executive Officer of Tubi and having served in executive positions in other technology and media companies, Ms. Sud brings extensive knowledge of the technology industry and operational experience to the boardroom, including an understanding of the operational, financial and strategic issues facing audio-visual content creators and streaming service providers. In addition, through her prior role as Director of Marketing at Amazon, Ms. Sud brings valuable business and marketing insight and experience to our Board. |

  23. Item 1—Election of Directors

    | 12 | | 2025 PROXY STATEMENT |

  24. Item 1—Election of Directors

    Biographical information about our Class III directors:

  25. Item 1—Election of Directors

    | GREGORY B. MAFFEI | | | Age: 64 | | | 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 the President and Chief Executive Officer of Liberty TripAdvisor Holdings, Inc. since July 2013, and as Executive Chairman of Qurate Retail, Inc. since March 2018. Mr. Maffei served as: the President and Chief Executive Officer of Liberty Media from May 2007 to December 2024; 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. Prior thereto, Mr. Maffei served as Co-President of Oracle Corporation, as Chairman, Chief Executive Officer and President of 360networks Corporation, and as Chief Financial Officer of Microsoft Corporation. Mr. Maffei also serves as: the Chairman and as a director 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 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; and the Chairman of the Board of Liberty TripAdvisor since June 2015 and a director since July 2013. Mr. Maffei has also served as a director of Charter Communications, Inc. since 2013, but will not be standing for re-election at the April 22, 2025 Charter annual shareholder meeting. During the past five years, Mr. Maffei served on the board of directors of Liberty Media, Liberty Broadband, Atlanta Braves Holdings, Inc., GCI Liberty and Liberty Media Acquisition Corporation. | |

  26. Item 1—Election of Directors

    | 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. |

  27. Item 1—Election of Directors

    | | 2025 PROXY STATEMENT | 13 |

  28. Item 1—Election of Directors

    | MICHAEL RAPINO | | | Age: 59 | | | 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. | |

  29. Item 1—Election of Directors

    | 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. |

  30. Item 1—Election of Directors

    | DAVID M. ZASLAV | | | Age: 65 | | | 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 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 and Grupo Televisa. He also is a member of the Board of Trustees for the Paley Center for Media and Syracuse University and is on the Board of Overseers for NYU Langone Health. He is a member of the Executive Branch of the Academy of Motion Picture Arts and Sciences and is also a member of the Television Academy. During the past five years, Mr. Zaslav served as a director of Blade Air Mobility, Lions Gate Entertainment Corp., Mt. Sinai Medical Center, Partnership for NYC, USC Shoah Foundation, The Cable Center and as an advisor to the Board of the Elie Wiesel Foundation for Humanity. | |

  31. Item 1—Election of Directors

    | 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 audio entertainment. |

  32. Item 1—Election of Directors

    | 14 | | 2025 PROXY STATEMENT |

  33. Director Compensation

    Director Compensation Pursuant to our director compensation program, in 2024, as Chairman of the board of directors, Mr. Maffei received an annual cash retainer of $150,000. Mr. Hartenstein, who served as our Lead Independent Director for part of 2024, 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 2024 received an additional annual cash retainer as follows: the Audit Committee chairwoman received $30,000; the Compensation Committee chairman received $20,000; and the Nominating and Governance Committee chairwoman 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 2024 annual meeting of stockholders. These RSUs granted to our directors vest on the first anniversary of the date of grant. In 2024, Eddy W. Hartenstein and James P. Holden, a former director of the company, each received $60,000 in cash for their service as members of the Special Committee formed in connection with the Transactions.

  34. Director Compensation

    | 20 | | 2025 PROXY STATEMENT |

  35. Director Compensation

    As our Chief Executive Officer, Ms. Witz does not receive additional compensation for her service on the board. 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, 2029, to reach these minimum ownership guidelines. Directors may defer their annual cash retainer each year under the Sirius XM Holdings Inc. Deferred Compensation Plan (the “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 2024, Mr. Maffei participated in the Deferred Compensation Plan. At the time of making a deferral election, directors designate the time and form of the distribution of deferrals to be made for the year to which that election relates. Distributions may occur earlier upon a change in control or a termination as a director, subject to certain conditions provided for under the Deferred Compensation Plan and Section 409A of the Internal Revenue Code. Directors have the opportunity to designate the investment funds to which the deferred amounts are credited. All investment gains and losses in a director’s account under the Deferred Compensation Plan are entirely based upon the investment selections made by the director. We have established a grantor (or “rabbi”) trust to facilitate payment of our obligations under the Deferred Compensation Plan. 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.

  36. Director Compensation

    | | 2025 PROXY STATEMENT | 21 |

  37. Director Compensation Table for 2024

    Director Compensation Table for 2024 The following table provides compensation information for the year ended December 31, 2024 for each of our non-employee directors. Directors who are employees do not receive compensation for their services as directors.

  38. Director Compensation Table for 2024

    | Name | Fee Earned or Paid in Cash ($) | Stock Awards(1)(2) ($) | All Other Compensation(3) ($) | Total ($) | | David A. Blau(4) | 75,000 | 175,001 | — | 250,001 | | Eddy W. Hartenstein | 210,000 | 175,001 | — | 385,001 | | Robin P. Hickenlooper(4) | 75,000 | 175,001 | — | 250,001 | | James P. Holden(4) | 135,000 | 175,001 | — | 310,001 | | Gregory B. Maffei | 150,000 | 175,001 | — | 325,001 | | Evan D. Malone | 100,000 | 175,001 | — | 275,001 | | James E. Meyer(5) | 100,000 | 175,001 | — | 275,001 | | Jonelle Procope(6) | 110,000 | 175,001 | — | 285,001 | | Michael Rapino | 100,000 | 175,001 | — | 275,001 | | Kristina Salen | 130,000 | 175,001 | — | 305,001 | | Carl E. Vogel(4) | 90,000 | 175,001 | — | 265,001 | | David M. Zaslav | 100,000 | 175,001 | — | 275,001 |

  39. Director Compensation Table for 2024

    (1) The aggregate grant date fair values of stock awards were computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 718, Compensation—Stock Compensation (excluding estimated forfeitures). The assumptions used in the valuation are discussed in Note 15 to our audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024. On May 23, 2024, all non-employee directors were awarded 64,103 RSUs with a grant date value of $175,001. On September 9, 2024, Liberty Media completed a spin-off of New Sirius, pursuant to which New Sirius merged with Old Sirius, making Old Sirius a wholly owned subsidiary of New Sirius. As part of that merger, each Old Sirius share was converted into one-tenth (0.1) of a New Sirius share, with cash paid for fractional shares. At December 31, 2024, the aggregate number of unvested RSUs and dividend equivalent units outstanding for each of Mr. Hartenstein, Mr. Maffei, Dr. Malone, Mr. Meyer, Ms. Procope, Mr. Rapino, Ms. Salen, and Mr. Zaslav was 6,524. (2) Non-employee directors no longer receive stock options as part of their annual equity compensation. On September 9, 2024, as part of the Liberty Media spin-off, several directors holding Liberty Sirius XM options converted those options to Sirius XM stock options as part of the Transactions. As directors who were not continuing on the board of directors of New Sirius, Mr. Blau and Ms. Hickenlooper converted their Liberty Sirius XM options into Sirius XM stock options that may only be settled in cash. The number of stock options and cash settled stock options converted as part of the Transactions for each non-employee director is as follows: Mr. Blau—26,767 cash settled stock options; Ms. Hickenlooper—16,502 cash settled stock options; Mr. Maffei—3,396,258 options; and Dr. Malone—18,880 options. At December 31, 2024, the aggregate number of stock option awards outstanding for each non-employee director was as follows: Mr. Hartenstein— 21,690; Mr. Holden—21,690; Mr. Maffei—3,417,948; Dr. Malone—40,570; Mr. Rapino—3,647; Ms. Salen—2,090; Mr. Vogel— 21,690; and Mr. Zaslav—8,118. (3) During 2024, Mr. Maffei contributed his $150,000 cash director fee into the Deferred Compensation Plan. During 2024, Mr. Maffei recorded gains of $121,394 on his deferrals. As of December 31, 2024, Mr. Maffei’s balance in the Deferred Compensation Plan was $982,363. (4) On September 9, 2024, Mr. Blau, Ms. Hickenlooper, Mr. Holden, and Mr. Vogel did not become members of the board of directors of New Sirius and ceased to be members of the board of directors. (5) Mr. Meyer resigned from the board of directors on March 17, 2025. Due to an administrative error, in 2024, Ms. Procope was paid $10,000 as Chair of the Nominating and Governance Committee. For her services as Chair of the Committee she should have been paid an additional $5,000. In 2025, we made a payment to Ms. Procope to correct this error.

  40. Director Compensation Table for 2024

    | 22 | | 2025 PROXY STATEMENT |

  41. How much stock do our directors and executive officers own?

    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, 2025 by each of our directors, each of our named executive officers and all of our directors and current executive officers as a group. The security ownership information with respect to shares of our common stock is based upon 338,741,599 shares of common stock outstanding on March 31, 2025. Shares underlying restricted stock units outstanding pursuant to the Sirius XM Holdings Inc. 2024 Long-Term Stock Incentive Plan and various other stock incentive plans administered by the Compensation Committee of our board of directors are included in the outstanding share numbers provided in the table below. Shares of our common stock issuable upon exercise or conversion of options that were exercisable or convertible on or within 60 days after March 31, 2025 are deemed to be outstanding and to be beneficially owned by the person holding the options for the purpose of computing the voting percentage and percentage ownership of that person and for the aggregate voting percentage and percentage owned by our directors and executive officers as a group, but are not treated as outstanding for the purpose of computing the percentage ownership of any other individual person. So far as is known to us, the persons indicated below have sole voting and dispositive power with respect to the shares indicated as owned by them, except as otherwise stated in the notes to the table.

  42. How much stock do our directors and executive officers own?

    | Name of Beneficial Owner | Number of Shares of Common Stock Beneficially Owned(1)(3) | Percent of Class | | Eddy W. Hartenstein | 33,474 | * | | Gregory B. Maffei | 7,655,447 | 2.22% | | Evan D. Malone | 69,762 | * | | Jonelle Procope | 19,972 | * | | Michael Rapino | 29,669 | * | | Kristina M. Salen | 19,212 | * | | David M. Zaslav | 28,469 | * | | Jennifer C. Witz | 1,558,697 | * | | Scott A. Greenstein | 661,923 | * | | Thomas D. Barry | 186,076 | * | | Patrick L. Donnelly | 384,400 | * | | Joseph Inzerillo | 219,292 | * | | Wayne D. Thorsen | — | * | | Joseph A. Verbrugge | 550,100 | * | | All Executive Officers and Directors as a Group (11 persons)(2) | 10,262,701 | 3.32% |

  43. How much stock do our directors and executive officers own?

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

  44. How much stock do our directors and executive officers own?

    | | 2025 PROXY STATEMENT | 27 |

  45. How much stock do our directors and executive officers own?

    These amounts include shares of common stock, restricted stock units and unexercised stock options that the individuals hold or have the right to acquire within sixty days of March 31, 2025. These amounts also include any dividend equivalent units accrued on their restricted stock units that they beneficially own or could beneficially own within 60 days after March 31, 2025. (2) Messrs. Inzerillo and Verbrugge’s shares are not included in this number since they are no longer employees. Mr. Donnelly’s shares are not included since he ceased to be an executive officer on March 2, 2025.

  46. How much stock do our directors and executive officers own?

    | | Sirius XM Common Stock(3) | | Eddy W. Hartenstein | 28,292 | | Gregory B. Maffei | 2,879,521 | | Evan D. Malone | 47,172 | | Jonelle Procope | 6,602 | | Michael Rapino | 10,249 | | Kristina M. Salen | 8,692 | | David M. Zaslav | 14,720 | | Jennifer C. Witz | 1,347,612 | | Scott A. Greenstein | 653,364 | | Thomas D. Barry | 152,195 | | Patrick L. Donnelly | 316,064 | | Joseph Inzerillo | 142,586 | | Wayne D. Thorsen | — | | Joseph A. Verbrugge | — | | All Executive Officers and Directors as a Group (11 persons)(2) | 5,148,419 |

  47. How much stock do our directors and executive officers own?

    Also included are the following numbers of shares of common stock acquired under and held in the Sirius XM Radio Inc. 401(k) Savings Plan as of March 31, 2025: Ms. Witz—1,248 shares; Mr. Greenstein—8,559 shares; Mr. Barry—1,607 shares; Mr. Donnelly—6,749 shares—Mr. Inzerillo, Mr. Thorsen, and Mr. Verbrugge—0 shares. The amounts also include any dividend equivalent units accrued on their restricted stock units that they beneficially own or could beneficially own within sixty days of March 31, 2025.

  48. How much stock do our directors and executive officers own?

    | 28 | | 2025 PROXY STATEMENT |

  49. 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 corporate performance, including use of a TSR 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. 2024 Long-Term Stock Incentive Plan ☑ Beginning in 2025, require executives to hold designated levels of our common stock ☑ 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 |

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

    | 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 |

  51. 2024 Annual Bonuses

    2024 Annual Bonuses Individual target annual bonus levels are contained in our NEOs’ employment agreements and are subject to increase by the Compensation Committee. The target annual bonus opportunities for each of our NEOs is shown in the table below (other than for Mr. Donnelly who did not have a specified target annual bonus opportunity in his employment agreement):

  52. 2024 Annual Bonuses

    | Named Executive Officer | 2024 Target Annual Bonus (as % of Base Salary) | | Jennifer C. Witz | 300% | | Thomas D. Barry | 125% | | Scott A. Greenstein | 200% | | Wayne D. Thorsen | 150% | | Joseph Inzerillo | 150% | | Joseph A. Verbrugge | 150% |

  53. 2024 Annual Bonuses

    Under our annual bonus plan adopted by the Compensation Committee, in 2024, cash awards are earned from 0 to 120% of target based on three performance metrics that the Compensation Committee concluded, in its business judgment, were important key metrics that were reasonably related to our short-term business objectives: (1) adjusted EBITDA, (2) total revenue, and (3) Sirius XM self-pay

  54. 2024 Annual Bonuses

    | | 2025 PROXY STATEMENT | 43 |

  55. 2024 Annual Bonuses

    subscribers. In awarding bonuses to our NEOs for 2024, the Compensation Committee assessed our financial and operating performance against these key metrics as of December 31, 2024. Below are the performance metrics generally used by the Compensation Committee for determining 2024 bonus awards. (amounts in millions, except for Sirius XM Self Pay Subscribers)

  56. 2024 Annual Bonuses

    | Performance Metric | Threshold Performance (50% Payout) | Target Performance (100% Payout) | Maximum Performance (120% Payout) | Weighting | 2024 Performance | 2024 Performance (Weighted) | | Adjusted EBITDA(1) | $2,660 | $2,760 – 2,780 | $2,880 | 50% | 86% of Target | 43% | | Total Revenue | $8,750 | $8,850 – 8,884 | $8,984 | 40% | Below Threshold | 0% | | Sirius XM Self Pay Subscribers | 31,791 | 32,092 – 32,142 | 32,242 | 10% | Below Threshold | 0% | | Total Weighted Payout | | | | | | 43% |

  57. 2024 Annual Bonuses

    (1) Adjusted EBITDA is not calculated or presented in accordance with GAAP and is considered a “Non-GAAP” financial measure. Please refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations— Key Financial and Operating Metrics—Glossary” section in our annual report for the fiscal year ended December 31, 2024 that accompanies this proxy statement for a discussion of Adjusted EBITDA and a reconciliation to the most directly comparable GAAP measure. We did not meet the goals set forth in our bonus plan for 2024. Our performance, after applying the weighting assigned by the Compensation Committee to each metric, resulted in overall funding at 43% of target awards. The Compensation Committee administered the bonus plan for executive officers in 2024 in a manner that was formulaic, while still retaining judgment to determine individual bonus amounts for NEOs based on additional factors it considered in its business judgment. Bonuses for 2024 paid to our NEOs declined materially from annual bonuses paid in prior years, reflecting our company-wide performance. In early 2025, the Compensation Committee reviewed the results of our performance based on the plan described above. The Compensation Committee determined it was appropriate to award 2024 annual bonuses consistent with the plan results for all NEOs other than Ms. Witz and Messrs. Inzerillo and Verbrugge (and Mr. Thorsen, who did not commence employment with us until December 2024). For Mr. Donnelly, the 43% funding was applied to his 2023 bonus award since he did not have a bonus target specified in his employment agreement. With respect to Ms. Witz, the Compensation Committee considered the fact that the 2024 annual bonus plan was achieved at less than target level and took into account certain other aspects of the Company’s performance during 2024, and determined it was appropriate to adjust Ms. Witz’s bonus amount to 35% of her target annual bonus, rather than 43%. Although the Compensation Committee recognized that Ms. Witz had made a number of contributions to the Company’s business during 2024, including in connection with the Liberty Media spin-off, and had provided leadership during the year, given our financial and operating performance, the Compensation Committee used its discretion to determine her 2024 bonus. The Compensation Committee did not consider any individual contributions or strategic accomplishments of Messrs. Barry, Greenstein or Donnelly, whether on a quantitative or qualitative basis, in awarding them a 2024 annual bonus. Pursuant to the terms of their respective separation agreements, each of Messrs. Inzerillo and Verbrugge received an annual bonus, calculated based on achievement of the bonus metrics described above, along with the Compensation Committee’s assessment of qualitative factors including individual performance, and pro-rated for the number of days of full-time employment of each with the Company during 2024. Mr. Thorsen commenced employment with the Company on December 16, 2024 and did not receive a 2024 annual bonus, but did receive a $700,000 sign-on bonus as described above.

  58. 2024 Annual Bonuses

    | 44 | | 2025 PROXY STATEMENT |

  59. 2024 Annual Bonuses

    Approved 2024 annual bonuses for each NEO are shown below:

  60. 2024 Annual Bonuses

    | Named Executive Officer | 2024 Annual Bonus ($) | 2024 Annual Bonus (as a percentage of 2024 Target Annual Bonus) | | Jennifer C. Witz | $2,100,000 | 35% | | Thomas D. Barry | $456,875 | 43% | | Scott A. Greenstein | $1,462,000 | 43% | | Wayne D. Thorsen | N/A | N/A | | Patrick L. Donnelly | $774,000 | N/A | | Joseph Inzerillo | $600,000 | N/A | | Joseph A. Verbrugge | $400,000 | N/A |

  61. Long-Term Equity Incentives

    Long-Term Equity Incentives The Compensation Committee determines the level of long-term equity compensation in conjunction with its review and approval of the total compensation to be provided to NEOs and the objectives of our overall executive compensation program. Equity awards are granted under the Sirius XM Holdings Inc. 2024 Long-Term Stock Incentive Plan (the “2024 Plan”), a plan that was adopted in connection with the spin-off from Liberty Media. Long-term incentive awards represent a significant portion of our NEOs’ total compensation opportunity. Historically, long-term equity awards have been a mix of (1) stock options, (2) restricted stock units (“RSUs”), (3) performance-based stock units (“PRSUs”) earned for cumulative free cash flow performance and (4) PRSUs earned for relative TSR performance, with the following key features:

  62. Long-Term Equity Incentives

    | | 2025 PROXY STATEMENT | 45 |

  63. Long-Term Equity Incentives

    | Award | Key Features | | Stock Options | Exercise price equal to the fair market value of our common stock on the date of grant and rewards the executives only if the price of our stock price increases following the date of grant. Generally vest on an annual basis over three years, subject to continued employment and have a ten-year term. Vesting subject to the executive’s continued employment, incentivizing executives to remain with the Company and sustain increases in stockholder value over time. | | Time-Based RSUs | Value ultimately received by our executive officers as a result of the settlement of the RSUs is directly determined by the closing price of our stock on the trading day prior to the vesting date. Generally vest on an annual basis over three years, subject to continued employment. Vesting subject to the executive’s continued employment, incentivizing executives to remain with the Company and sustain increases in stockholder value over time. | | Performance-Based RSUs (Free Cash Flow) | At least 80% of the performance target must be achieved, with linear interpolation between 80%-100% achievement Generally cliff vest at the end of a two- or a three-year performance period based on free cash flow performance. Vesting may be subject to the executive’s continued employment through a period following the end of the performance period. | | Performance-Based RSUs (Relative TSR) | Generally 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, as measured at the end of a two- or a three-year performance period. 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. Vesting may be 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. |

  64. Long-Term Equity Incentives

    In February 2024, prior the closing of the Transactions, Ms. Witz and Mr. Greenstein were granted long-term equity incentives in connection with the renewal of their three-year employment contracts. Their equity awards were intended to cover the equivalent of aggregate annual grant values for the term of the agreements with no additional regular ongoing annual grants. “Front-loading” the annual equity value was viewed by the Compensation Committee as a way of leveraging stock price growth in potential pay delivery and strengthening retention in periods of rapid stockholder value growth. Mr. Barry was granted an annual long-term equity incentive in February 2024 as part of the annual review of his compensation. Mr. Donnelly previously received front-loaded equity awards intended to cover a multi-year period including 2024, as further described under “Outstanding Equity Awards at Fiscal Year-End 2024”. Mr. Thorsen, who joined in December 2024, and Messrs. Inzerillo and Verbrugge did not receive equity awards in 2024. The aggregate fair market grant date value of long-term equity incentives is determined by the Compensation Committee after taking into account a variety of factors, including those described under the above section titled “Processes and Compensation Decisions”. The fair market grant date value also reflects the fact that, in the case of Ms. Witz and Mr. Greenstein, the long-term equity incentive grants were

  65. Long-Term Equity Incentives

    | 46 | | 2025 PROXY STATEMENT |

  66. Long-Term Equity Incentives

    intended to cover a three-year period (2024-2026) and the Compensation Committee did not intend to make subsequent regular annual grants to such executives. The aggregate fair market grant date value of long-term equity incentives granted in 2024 to each of Ms. Witz and Messrs. Barry and Greenstein, along with an annualized amount for Ms. Witz and Mr. Greenstein, are set forth below:

  67. Long-Term Equity Incentives

    | Name | Stock Options | RSUs | PRSUs (Free Cash Flow) | PRSUs (Relative TSR) | Total | Annualized | | Jennifer C. Witz | $16,500,000 | $3,193,148 | $6,386,296 | $6,647,215 | $32,726,659 | $10,908,886 | | Thomas D. Barry | $875,000 | $846,666 | $846,666 | $881,257 | $3,449,589 | $3,449,589 | | Scott A. Greenstein | $8,250,000 | $1,507,754 | $3,015,507 | $5,887,943 | $18,661,203 | $6,220,401 |

  68. Long-Term Equity Incentives

    The exercise price of the stock options granted to Ms. Witz and Mr. Barry was $51.40 per share and the exercise price of the stock options granted to Mr. Greenstein was $27.40 per share. With respect to RSUs and PRSUs, the average closing price of the Company’s stock price over the 20 trading days preceding the grant date was used to determine the number of RSUs and PRSUs awarded to Ms. Witz and Messrs. Greenstein and Barry. For Ms. Witz and Mr. Barry, a price of $53.12 per share was used, and for Mr. Greenstein, a price of $29.99 per share was used. For Ms. Witz and Mr. Barry, 50% of their 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 ending December 31, 2025, subject to their continued employment through the applicable vesting dates. For Mr. Greenstein, 50% of his 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 three-year performance period ending December 31, 2026, subject to his continued employment through May 24, 2027. The remaining 50% of the PRSUs for Ms. Witz and Messrs. Barry and Greenstein will be earned, if at all, based on the relative TSR performance of our common stock during the three-year performance period from January 1, 2024 to December 31, 2026, and subject to their continued employment through the applicable vesting dates.

  69. Equity Pay Delivery for 2024 Performance Year

    Equity Pay Delivery for 2024 Performance Year Underwater Stock Options—The closing price of our common stock on the Nasdaq Global Select Market on December 31, 2024 was $22.80. The exercise price of the stock options granted to Ms. Witz and Mr. Barry was $51.40 per share. The exercise price of the stock options granted to Mr. Greenstein was $27.40 per share. Vesting of PRSUs Whose Performance Period Included the Year Ended December 31, 2024— 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 2025, the Compensation Committee certified the achievement of the free cash flow performance goal for PRSUs that included the year ended December 31, 2024 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. Vesting details can be found in the footnotes of the table titled “Outstanding Equity Awards at Fiscal Year-End 2024”. Vesting of Relative TSR PRSUs Whose Performance Period Included the Year Ended December 31, 2024—The vesting of certain PRSUs granted by the Compensation Committee is conditioned upon a three-year or two-year total stockholder return of the Company’s common stock relative to the other entities in the S&P 500 Index. In early 2025, 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 ended December 31, 2024.

  70. 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 under the terms of the original plan the grant was issued under.

  71. 2025 Compensation Considerations

    2025 Compensation Considerations Following the completion of the spin-off from Liberty Media, the Compensation Committee re-evaluated our compensation philosophy and practices to align our executive compensation programs with those of a broadly held public company. As part of this review, the Compensation Committee determined that stock options would not be used as an equity award vehicle for grants during 2025. The Compensation Committee re-designed the structure of the performance-based equity awards beginning with grants made in 2025 to provide that the performance

  72. 2025 Compensation Considerations

    The Compensation Committee determined this peer group by taking into account the industry, market capitalization and total revenue of each peer company and intends to evaluate the peer group on an annual basis to assess whether the peer group remains appropriate. Meridian has advised the Compensation Committee that our compensation practices for our NEOs would be near the median of this peer group based on both revenue and market capitalization, which the Compensation Committee believes demonstrates that the peer group is an appropriate comparison to use when reviewing our compensation levels.

  73. Policies and Procedures Relating to Equity Grant Practices

    Policies and Procedures Relating to Equity Grant Practices Our Compensation Committee has adopted policies and procedures for the granting of equity awards. Pursuant to these policies and procedures, the Compensation Committee approves all equity awards, subject to any delegation of authority that is permitted by applicable law. Equity awards, including stock options, are not granted in anticipation of the release of material non-public information, and the release of material non-public information is not timed on the basis of option or other equity grant dates. Equity awards are made outside of any “blackout” periods and are made at least one business day following the end of any blackout period. All options have an exercise price equal to the closing price of the company’s shares on the NASDAQ on the date of grant. We do not grant stock options (i) during trading blackout periods, or (ii) at any time during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information. During fiscal year 2024, (i) none of our NEOs were awarded stock options with an effective grant date during any period beginning four business days before the filing or furnishing of a Form 10-Q, Form 10-K, or Form 8-K that disclosed material nonpublic information and ending one business day after the filing or furnishing of such reports, and (ii) we did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  74. Policies and Procedures Relating to Equity Grant Practices

    | 50 | | 2025 PROXY STATEMENT |

  75. Policies and Procedures Relating to Equity Grant Practices

    | Executive Compensation • Other Benefits Provided to NEOs |

  76. Payments to NEOs Upon Termination or Change in Control

    Payments to NEOs Upon Termination or Change in Control The employment agreements with our NEOs 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 NEOs 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.”

  77. Payments to NEOs Upon Termination or Change in Control

    | | 2025 PROXY STATEMENT | 51 |

  78. Payments to NEOs Upon Termination or Change in Control

    | Executive Compensation • Compensation Risk Assessment |

  79. Payments to NEOs Upon Termination or Change in Control

    None of the employment agreements for our NEOs provide for any payments solely due to a change in control. Under the terms of the 2024 Plan, if the employment of any of our NEOs 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 2024 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.

  80. Summary Compensation Table

    Summary Compensation Table The following table provides information concerning total compensation earned or paid to our Chief Executive Officer, our current Chief Financial Officer, our three other most highly compensated executive officers as of December 31, 2024, and two former executives who served in such capacities for services rendered to us during each of the past three fiscal years. Our former Chief Product and Technology Officer left our company on December 9, 2024, and our former Chief Commercial Officer left our company on December 31, 2024.

  81. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Option Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | Nonqualified Deferred Compensation Earnings(4) ($) | All Other Compensation(5) ($) | Total ($) | | Jennifer C. Witz Chief Executive Officer | 2024 | 2,000,000 | — | 16,226,658 | 16,500,000 | 2,100,000 | — | 257,660 | 37,084,318 | | | 2023 | 1,750,001 | 5,250,000 | — | — | — | — | 164,546 | 7,164,547 | | | 2022 | 1,750,000 | 4,062,600 | — | — | — | — | 200,900 | 6,013,500 | | Thomas D. Barry Executive Vice President and Chief Financial Officer | 2024 | 845,765 | — | 2,574,589 | 875,000 | 456,875 | — | 10,350 | 4,762,579 | | | 2023 | 688,751 | 900,000 | 2,041,986 | 750,001 | — | — | 9,900 | 4,390,637 | | Scott A. Greenstein President and Chief Content Officer | 2024 | 1,698,986 | — | 10,411,204 | 8,250,000 | 1,462,000 | — | 10,350 | 21,832,540 | | | 2023 | 1,697,440 | 2,500,000 | — | — | — | — | 9,900 | 4,207,340 | | | 2022 | 1,677,284 | 2,250,000 | — | — | — | — | 9,150 | 3,936,434 | | Patrick L. Donnelly Executive Vice President, General Counsel and Secretary | 2024 | 1,025,000 | — | — | — | 774,000 | — | 10,350 | 1,809,350 | | | 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 | | Wayne D. Thorsen Executive Vice President and Chief Operating Officer | 2024 | 50,273 | 700,000 | — | — | — | — | — | 750,273 | | Joseph Inzerillo Former Chief Product and Technology Officer | 2024 | 1,217,623 | — | — | — | 600,000 | — | 3,247,412 | 5,065,035 | | | 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 | | Joseph A. Verbrugge Former Chief Commercial Officer | 2024 | 916,066 | — | — | — | 400,000 | — | 11,834 | 1,327,900 | | | 2023 | 1,100,001 | 1,400,000 | — | — | — | — | 9,900 | 2,509,901 | | | 2022 | 911,058 | 1,200,000 | 7,247,636 | 2,125,000 | — | — | 9,150 | 11,492,844 |

  82. Summary Compensation Table

    (1) For 2022 and 2023, the amounts reflected in this column are the gross amount of each named executive officer’s discretionary annual bonus award payable in respect of the fiscal year to which such amount relates. For 2024, the amount reflected in this column for Mr. Thorsen reflects a $700,000 cash sign on bonus that was paid during 2024 in connection with his entry into an employment agreement and commencing employment with us. (2) The aggregate grant date fair value of stock option, RSU and PRSU awards were computed in accordance with FASB ASC 718, Compensation—Stock Compensation. The assumptions used in the valuation of the stock options are discussed in Note 15 to our audited consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. In the case of Ms. Witz, the reported amount includes PRSUs with a grant date fair value of $13,033,510. The target award value for the PRSUs granted to Ms. Witz in 2024 was based on the probable outcome of the performance conditions applicable to such PRSUs as of the date of the grant, which was equal to the target level. If the highest level of performance is achieved for all performance metrics, the grant date fair value of such PRSUs would be $16,357,118. In the case of Mr. Greenstein, the reported amount includes PRSUs with a grant date fair value of $8,903,450. The target award value for the PRSUs granted to Mr. Greenstein in 2024 was based on the probable outcome of the performance conditions applicable to such PRSUs as of the date of the grant, which was equal to the target level. If the highest level of performance is achieved for all performance metrics, the grant date fair value of such PRSUs would be $11,847,421. In the case of Mr. Barry, the reported amount includes PRSUs with a grant date fair value of $1,727,923. The target award value for the PRSUs granted to Mr. Barry in 2024 was based on the probable outcome of the performance conditions applicable to such PRSUs as of the date of the grant, which was equal to the target level. If the highest level of performance is achieved for all performance metrics, the grant date fair value of such PRSUs would be $2,168,552. The previously reported grant date fair values for the 2022 stock awards for Mr. Verbrugge were inadvertently understated by $872,642.

  83. Summary Compensation Table

    | 54 | | 2025 PROXY STATEMENT |

  84. Summary Compensation Table

    Amounts shown in this column reflect the gross amount of each named executive officer’s 2024 annual bonus earned pursuant to the 2024 performance-based annual bonus plan. As described in more detail in the section entitled “2024 Annual Bonuses” in the Compensation, Discussion & Analysis, for 2024 the annual bonus plan was implemented as a performance-based bonus program subject to attainment of specified financial performance metrics and targets, and the amount of each named executive officer’s annual bonus for this year was tied to the results of these performance metrics and targets. As such, annual bonuses for 2024 are being reported in the “Non-Equity Incentive Plan” column rather than the “Bonus” column. (4) We do not provide above-market or preferential earnings on deferred compensation. For each named executive officer (other than Mr. Thorsen), the amount in the “All Other Compensation” column for 2024 includes matching contributions by us under our 401(k) savings plan. For Mr. Verbrugge, the amounts included in “All Other Compensation” for 2022 was inadvertently overstated as a result of including the values of dividends paid on stock awards when those amounts were previously factored into the grant date fair value of the award in the year of grant. The revised amounts for 2022 are reflected in the “All Other Compensation” column above. For Ms. Witz, the amount in the “All Other Compensation” column for 2024 also includes $204,884, which represents the aggregate incremental cost to us in 2024 associated with her personal use of a private aircraft arranged by us. In 2024, we did not pay Ms. Witz any amount for costs of a car and driver or other travel related expenses associated with travel to and from her home to our offices in New York. The amount for Mr. Verbrugge includes a Health Savings Account contribution of $1,000 and an amount of $484 associated with COBRA benefits provided to him during his part-time employment period in 2024. For Mr. Inzerillo, the amount in the “All Other Compensation” column for 2024 also reflects a lump sum severance payment of $3,100,000, representing the sum of (i) his annualized base salary of $1,300,000 and (ii) $1,800,000, the annual bonus last paid to him. The amount for Mr. Inzerillo also includes $137,062 for accrued benefits and earned but unpaid personal time payout.

  85. Summary Compensation Table

    | | 2025 PROXY STATEMENT | 55 |

  86. Grants of Plan-Based Awards in 2024

    Grants of Plan-Based Awards in 2024 The following table provides information with respect to plan-based equity and non-equity awards made during fiscal year 2024 to the named executive officers.

  87. Grants of Plan-Based Awards in 2024

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2)(3) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#)(3) | Exercise or Base Price of Option Awards ($/Sh)(4) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Jennifer C. Witz | N/A | 3,000,000 | 6,000,000 | 7,200,000 | — | — | — | — | — | — | — | | | 2/5/2024 | — | — | — | — | — | — | — | 1,070,325 | 51.40 | 16,500,000 | | | 2/5/2024 | — | — | — | — | — | — | 62,123 | — | — | 3,193,148 | | | 2/5/2024 | — | — | — | 161,521 | 248,494 | 310,618 | — | — | — | 13,033,510 | | Thomas D. Barry | N/A | 531,250 | 1,062,500 | 1,275,000 | — | — | — | — | — | — | — | | | 2/5/2024 | — | — | — | — | — | — | — | 56,759 | 51.40 | 875,000 | | | 2/5/2024 | — | — | — | — | — | — | 16,472 | — | — | 846,666 | | | 2/5/2024 | — | — | — | 21,414 | 32,944 | 41,180 | — | — | — | 1,727,923 | | Scott A. Greenstein | N/A | 1,700,000 | 3,400,000 | 4,080,000 | — | — | — | — | — | — | — | | | 5/29/2024 | — | — | — | — | — | — | — | 1,098,276 | 27.40 | 8,250,000 | | | 5/29/2024 | — | — | — | — | — | | 55,027 | — | — | 1,507,754 | | | 5/29/2024 | | | | 143,072 | 220,110 | 275,138 | — | — | — | 8,903,450 | | Patrick L. Donnelly | N/A | N/A | N/A | N/A | — | — | — | — | — | — | — | | Wayne D. Thorsen | N/A | N/A | N/A | N/A | — | — | — | — | — | — | — | | Joseph Inzerillo | N/A | 975,000 | 1,950,000 | 2,340,000 | — | — | — | — | — | — | — | | Joseph A. Verbrugge | N/A | 825,000 | 1,650,000 | 1,980,000 | — | — | — | — | — | — | — |

  88. Grants of Plan-Based Awards in 2024

    (1) Amounts shown in this column reflect the threshold, target and maximum 2024 annual bonus opportunities for each of the applicable named executive officers under the 2024 annual bonus program. For Messrs. Inzerillo and Verbrugge, the amount of their 2024 annual bonuses was pro-rated for the number of days of full-time employment of each with the Company during 2024. For Mr. Donnelly, the 43% funding was applied to his 2023 bonus award since he did not have a bonus target specified in his employment agreement. For amounts actually earned for each of the named executive officers under the 2024 annual bonus program, see the section entitled “2024 Annual Bonuses” in the Compensation, Discussion & Analysis. (2) The PRSUs granted to Ms. Witz on February 5, 2024 were in connection with her employment agreement dated December 14, 2023. The PRSUs granted to Mr. Barry on February 5, 2024 were part of the Compensation’s Committee’s annual review of his compensation. The PRSUs granted to Mr. Greenstein on May 29, 2024 were in connection with his employment agreement dated May 25, 2024. For Ms. Witz, 50% of her PRSUs are subject to the achievement of a cumulative free cash flow target, established by the Compensation Committee, measured over a two-year performance period; and 50% of her PRSUs are subject to the achievement of a three-year TSR relative to the other companies in the S&P 500 Index as in effect on the first day of the performance period. For Mr. Barry, 50% of his PRSUs are subject to the achievement of a cumulative free cash flow target, established by the Compensation Committee, measured over a two-year performance period; and 50% of his PRSUs are subject to the achievement of a three-year TSR relative to the other companies in the S&P 500 Index as in effect on the first day of the performance period. For Mr. Greenstein, 50% of his PRSUs are subject to the achievement of a cumulative free cash flow target, established by the Compensation Committee, measured over a three-year performance period; and 50% of his PRSUs are subject to the achievement of a three-year TSR relative to the other companies in the S&P 500 Index as in effect on the first day of the performance period. The PRSUs whose achievement is based on free cash flow will vest at target upon achievement of 100% or more of the free cash flow target. If the level of free cash flow falls between 80% and 100% of the free cash flow target, then the number of PRSUs that will vest will be determined by straight line interpolation between those percentages. If the level of free cash flow is below the 80% of the target, then none of the PRSUs will vest. The PRSUs whose achievement is based on TSR will vest at target if the TSR percentile of the common stock of the Company equals 50% relative to its ranking

  89. Grants of Plan-Based Awards in 2024

    | 56 | | 2025 PROXY STATEMENT |

  90. Grants of Plan-Based Awards in 2024

    within the S&P 500 Index. If the TSR percentile of the common stock of the Company equals or exceeds 75% relative to its ranking within the S&P 500 Index, the payout percentage will be 150% of the target PRSUs. If the percentile falls between 25% and 75%, then the number of PRSUs that will vest will be determined by straight line interpolation between those percentages. If the percentile rank is less than 25%, the payout percentage will equal zero. However, if our absolute TSR is negative, then the number of PRSUs earned cannot exceed 100% of the target PRSUs. In each case the vesting of the PRSUs is also subject to the named executive officer’s continued employment on the applicable vesting date. (3) Reflects the number of PRSUs, RSUs and stock options granted under the 2015 Long Term Stock Incentive Plan during 2024. (4) The exercise prices of the options granted to Ms. Witz, Mr. Barry, and Mr. Greenstein are equal to the closing price of our common stock reported on NASDAQ on the dates of grant. The aggregate grant date fair value of stock option, RSU and PRSU awards were computed in accordance with FASB ASC 718, Compensation—Stock Compensation, including, in the case of the PRSUs, the probable outcome of the performance conditions. The assumptions used in the valuation of the stock options are discussed in Note 15 to our audited consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

  91. Grants of Plan-Based Awards in 2024

    | | 2025 PROXY STATEMENT | 57 |

  92. Outstanding Equity Awards at Fiscal Year-End 2024

    Outstanding Equity Awards at Fiscal Year-End 2024 The following table provides information with respect to the status at December 31, 2024 of all unvested RSUs and PRSUs and exercisable and unexercisable stock options awarded to each of the named executive officers:

  93. Outstanding Equity Awards at Fiscal Year-End 2024

    | | Option Awards(1)(2) | | | | Stock Awards(1)(3) | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units That Have not Vested (#) | Market Value of Shares or Units of Stock That Have not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Jennifer C. Witz(4) | 56,387 | — | 52.70 | 8/21/2027 | — | — | — | — | | | 56,609 | — | 58.60 | 2/1/2028 | — | — | — | — | | | 227,788 | — | 57.80 | 3/5/2029 | — | — | — | — | | | 650,053 | — | 59.30 | 2/3/2031 | — | — | — | — | | | 356,775 | 713,550 | 51.40 | 2/5/2034 | — | — | — | — | | | — | — | — | — | 42,733 | 974,312 | — | — | | | — | — | — | — | — | — | 192,297 | 4,384,372 | | Thomas D. Barry(5) | 30,954 | — | 69.50 | 2/10/2030 | — | — | — | — | | | 21,753 | — | 57.40 | 2/16/2031 | — | — | — | — | | | 19,538 | 9,771 | 64.30 | 2/2/2032 | — | — | — | — | | | 10,000 | 20,001 | 49.90 | 2/6/2033 | — | — | — | — | | | 13,922 | 27,846 | 36.80 | 5/2/2033 | — | — | — | — | | | — | 56,759 | 51.40 | 2/5/2034 | — | — | — | — | | | — | — | — | — | 39,313 | 896,336 | — | — | | | — | — | — | — | — | — | 50,844 | 1,159,243 | | Scott A. Greenstein(6) | 268,379 | — | 63.60 | 12/8/2030 | — | — | — | — | | | — | 1,098,276 | 27.40 | 5/29/2034 | — | — | — | — | | | — | — | — | — | 56,010 | 1,277,028 | — | — | | | — | — | — | — | — | — | 168,033 | 3,831,152 | | Patrick L. Donnelly(7) | 146,313 | — | 65.55 | 11/22/2029 | — | — | — | — | | | 84,875 | 84,876 | 64.30 | 11/21/2032 | — | — | — | — | | | — | — | — | — | 30,759 | 701,305 | — | — | | Joseph Inzerillo(8) | 142,586 | — | 64.30 | 11/9/2025 | — | — | — | — | | Joseph A. Verbrugge(9) | 45,287 | — | 58.60 | 2/1/2028 | — | — | — | — | | | 170,841 | — | 57.80 | 3/5/2029 | — | — | — | — | | | 101,325 | — | 66.10 | 2/9/2032 | — | — | — | — | | | 82,721 | — | 66.80 | 7/29/2032 | — | — | — | — |

  94. Outstanding Equity Awards at Fiscal Year-End 2024

    On September 9, 2024, Liberty Media completed a split-off of New Sirius, pursuant to which New Sirius merged with Old Sirius, making Old Sirius a wholly owned subsidiary of New Sirius. As part of the merger, each Old Sirius share was

  95. Outstanding Equity Awards at Fiscal Year-End 2024

    | 58 | | 2025 PROXY STATEMENT |

  96. Outstanding Equity Awards at Fiscal Year-End 2024

    converted into one-tenth (0.1) of a New Sirius share, with cash paid for fractional shares. All share amounts displayed reflect this conversion, rounded down to the nearest whole share. (2) On February 25, 2022, we paid a special dividend which resulted in a $2.50 reduction to the exercise price of all options outstanding as of February 11, 2022. The table reflects this reduction in exercise price. (3) Amounts also include DEUs granted to the executive pursuant to the terms of the award agreements governing each RSU or PRSU, as applicable, to reflect the payment of dividends on our common stock. DEUs vest on the same terms as the related RSUs or PRSUs, as applicable. All DEUs are granted pursuant to the terms of the 2024 Plan. Our practice with respect to crediting DEUs is described in more detail on page 48. Amounts under “Market Value of Shares or Units of Stock That Have Not Vested” and “Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested” were calculated based on the closing price on NASDAQ of our common stock on December 31, 2024, of $22.80. The RSUs and PRSUs are valued at (a) the closing price of the stock at December 31, 2024, multiplied by (b) the number of awards that have not vested. In the table above, the number and market value of the 2023 and 2024 PRSUs based on TSR reflect threshold performance achievement for Ms. Witz, Mr. Barry and Mr. Greenstein. The number and market value of the 2023 and 2024 PRSUs based on free cash flow reflect target performance achievement for Ms. Witz, Mr. Barry and Mr. Greenstein. The number and market value of both PRSUs components granted in 2022 for Mr. Barry and Mr. Donnelly reflect actual performance achievement. The performance period for the PRSUs whose achievement was based on TSR granted to Ms. Witz in 2024 was the period beginning January 1, 2024 and ending on December 31, 2026. The performance period for the PRSUs whose achievement was based on free cash flow granted to Ms. Witz in 2024 was the period beginning January 1, 2024 and ending on December 31, 2025. The performance period for the PRSUs whose achievement was based on TSR granted to Mr. Barry in 2022 was the period beginning January 1, 2022 and ending on December 31, 2024. The performance period for the PRSUs whose achievement was based on free cash flow granted to Mr. Barry in 2022 was the period beginning January 1, 2022 and ending on December 31, 2023. The performance period for the PRSUs whose achievement was based on TSR granted to Mr. Barry in 2023 was the period beginning January 1, 2023 and ending on December 31, 2025. The performance period for the PRSUs whose achievement was based on free cash flow granted to Mr. Barry in 2023 was the period beginning January 1, 2023 and ending on December 31, 2024. The performance period for the PRSUs whose achievement was based on TSR granted to Mr. Barry in 2024 was the period beginning January 1, 2024 and ending on December 31, 2026. The performance period for the PRSUs whose achievement was based on free cash flow granted to Mr. Barry in 2024 was the period beginning January 1, 2024 and ending on December 31, 2025. The performance period for the PRSUs whose achievement is based on TSR granted to Mr. Greenstein in 2024 was the period beginning January 1, 2024 and ending on December 31, 2026. The performance period for the PRSUs whose achievement is based on free cash flow granted to Mr. Greenstein in 2024 was the period beginning January 1, 2024 and ending on December 31, 2026. The performance period for the PRSUs whose achievement is based on TSR granted to Mr. Donnelly in 2022 was the period beginning January 1, 2023 and ended on December 31, 2024. The performance period for the PRSUs whose achievement is based on free cash flow granted to Mr. Donnelly in 2022 was the period beginning January 1, 2023 and ending on December 31, 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. (4) Outstanding equity awards for Ms. Witz vest as follows: the 56,387 options granted on August 21, 2017 at an exercise price of $52.70 vested as follows: 18,795 options vested on August 21, 2018, 18,795 options vested on August 21, 2019, and 18,797 options vested on August 21, 2020; the 56,609 options granted on February 1, 2018 at an exercise price of $58.60 vested as follows: 18,869 options vested on February 1, 2019, 18,869 options vested on February 3, 2020, and 18,871 options vested on February 1, 2021; the 227,788 options granted on March 5, 2019 at an exercise price of $57.80 vested as follows: 75,929 options vested on March 5, 2020, 75,929 options vested on March 5, 2021, and 75,930 options vested on March 7, 2022; the 650,053 options granted on February 3, 2021 at an exercise price of $59.30 vested as follows: 216,684 options vested on December 31, 2021, 216,684 options vested on December 31, 2022, and 216,685 options vested on December 31, 2023; the 1,070,325 options granted on February 5, 2024 at an exercise price of $51.40 vest as follows: 356,775 options vested on December 31, 2024, 356,775 options will vest on December 31, 2025, and 356,775 options will vest on December 31, 2026 . The outstanding RSUs granted to Ms. Witz vest as follows: 21,366 RSUs vest on December 31, 2025 and 21,367 RSUs vest on December 31, 2026. The 128,198 PRSUs whose achievement was based on a free cash flow performance metric granted to Ms. Witz on February 5, 2024, subject to the satisfaction of the appliable performance metric and her continued employment, will vest on December 31, 2026. The 128,198 PRSUs whose achievement was based on a TSR performance metric granted to Ms. Witz on February 5, 2024, subject to the satisfaction of the applicable performance metric and her continued employment, will vest on January 18, 2027. Outstanding equity awards for Mr. Barry vest as follows: the 30,954 options granted at an exercise price of $69.50 vested in three equal annual installments of 10,318 from date of grant on February 10, 2020; the 32,629 options granted on February 16, 2021 at an exercise price of $57.40 vests as follows: 10,876 options vested February 16, 2022, 10,876 options vested on February 16, 2023, and 10,877 options vested on February 16, 2024; the 29,309 options granted on February 2, 2022 at an exercise price of $64.30 vests as follows: 9,769 options vested February 2, 2023, 9,769 options vested

  97. Outstanding Equity Awards at Fiscal Year-End 2024

    | | 2025 PROXY STATEMENT | 59 |

  98. Outstanding Equity Awards at Fiscal Year-End 2024

    February 2, 2024, and 9,771 options will vest February 2, 2025; the 30,001 options granted on February 6, 2023 at an exercise price of $49.90 vests as follows: 10,000 options vested on February 6, 2024, 10,000 options will vest on February 6, 2025, and 10,001 options will vest on February 6, 2026; the 41,768 options granted on May 2, 2023 at an exercise price of $36.80 vests as follows: 13,922 options vested on May 2, 2024, 13,922 options will vest on May 2, 2025, and 13,924 options will vest on April 28, 2026; the 56,759 options granted on February 5, 2024 at an exercise price of $51.40 vests as follows: 18,919 options will vest on February 5, 2025, 18,919 options will vest on February 5, 2026, and 18,921 options will vest on February 5, 2027. The outstanding RSUs granted to Mr. Barry vest as follows: 2,763 RSUs will vest on February 2, 2025, 5,665 RSUs will vest on February 5, 2025, 2,259 RSUs will vest on February 6, 2025, 3,375 RSUs will vest on May 2, 2025, 5,666 RSUs will vest on February 5, 2026, 2,258 RSUs will vest on February 6, 2026, 3,374 RSUs will vest on April 28, 2026, and 5,665 RSUs will vest on February 5, 2027. The 8,288 PRSUs whose achievement is based on free cash flow granted to Mr. Barry on February 2, 2022 was fully achieved and will vest on February 2, 2025. The 8,288 PRSUs whose achievement is based on TSR granted to Mr. Barry on February 2, 2022 did not satisfy the applicable performance metric at the completion of the performance period on December 31, 2024. As the applicable performance metric was not satisfied, no shares vested on February 2, 2025. The 6,776 PRSUs whose achievement is based on free cash flow granted to Mr. Barry on February 6, 2023 will vest, subject to the satisfaction of the applicable performance metric and his continued employment, on February 6, 2026. The 6,776 PRSUs whose achievement is based on TSR granted to Mr. Barry on February 6, 2023 will vest, subject to the satisfaction of the applicable performance metric and his continued employment, on February 6, 2026. The 10,124 PRSUs whose achievement is based on free cash flow granted to Mr. Barry on May 2, 2023 will vest, subject to the satisfaction of the applicable performance metric and his continued employment, on April 28, 2026. The 10,124 PRSUs whose achievement is based on TSR granted to Mr. Barry on May 2, 2023 will vest, subject to the satisfaction of the applicable performance metric and his continued employment, on April 28, 2026. The 16,996 PRSUs whose achievement is based on free cash flow granted to Mr. Barry on February 5, 2024 will vest, subject to the satisfaction of the applicable performance metric and his continued employment, on February 5, 2027. The 16,996 PRSUs whose achievement is based on TSR granted to Mr. Barry on February 5, 2024 will vest, subject to the satisfaction of the applicable performance metric and his continued employment, on February 5, 2027. 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. (6) Outstanding equity awards for Mr. Greenstein vest as follows: the 268,379 options granted on December 8, 2020 at an exercise price of $63.60 vest as follows:134,189 vested on May 24, 2023 and 134,190 vested on May 24, 2024; the 1,098,276 options with an exercise price of $27.40 will vest in three equal annual installments from date of grant on May 29, 2024. The outstanding RSUs granted to Mr. Greenstein vest as follows: 18,670 RSUs vest on May 26, 2025, and 18,670 RSUs vest on May 25, 2026, 18,670 RSUs vest on May 24, 2027. The 112,022 PRSUs whose achievement is based on free cash flow granted to Mr. Greenstein on May 29, 2024, will vest, subject to the satisfaction of the applicable performance metric and his continued employment, on May 24, 2027. The 112,022 PRSUs whose achievement is based on TSR granted to Mr. Greenstein on May 29, 2024, will vest, subject to the satisfaction of the applicable performance metric and his continued employment, on May 24, 2027. 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. Donnelly vested as follows: the 146,313 options with an exercise price of $65.55 vested in three equal installments from the date of grant on November 22, 2019; the 169,751 options granted to Mr. Donnelly on November 21, 2022, at an exercise price of $64.30 vested as follows: 84,875 options vested on November 21, 2023 and 84,876 options will vest on January 2, 2025. The 10,085 RSUs granted to Mr. Donnelly will vest on January 2, 2025. The 20,674 PRSUs whose achievement was based on free cash flow granted to Mr. Donnelly on November 21, 2022 will vest on January 2, 2025. The 20,674 PRSUs whose achievement is based on TSR granted to Mr. Donnelly on November 21, 2022 did not satisfy the applicable performance metric at the completion of the performance period on December 31, 2024. As the applicable performance metric was not satisfied, no shares vested on February 2, 2025. (8) The 142,586 options granted to Mr. Inzerillo at an exercise price of $64.30 vested as follows: 47,528 options vested on February 2, 2023, 47,528 options vested on February 2, 2024, and 47,530 options vested on December 17, 2024 in connection with his termination. Additionally vesting was accelerated for PRSUs and RSUs in connection with his termination. Mr. Inzerillo did not hold any unvested PRSUs or RSUs as of December 31, 2024. (9) The 45,287 options granted to Mr. Verbrugge on February 1, 2018 at an exercise price of $58.60 vested as follows: 15,096 options vested on February 1, 2019, 15,095 options vested on February 3, 2020 and 15,096 options vested on February 1, 2021. The 170,841 options with an exercise price of $57.80 vested in three equal annual installments from date of grant on March 5, 2019. The 101,325 options with an exercise price of $66.10 granted on February 9, 2022 vested on February 9, 2023. The 82,721 options granted to Mr. Verbrugge on July 29, 2022 at an exercise price of $66.80 vested as follows: 41,360 options vested on July 29, 2023 and 41,361 options vested on June 27, 2024. All equity awards vest subject to the named executive officer’s continued employment though the applicable vesting date and are subject to earlier vesting upon certain qualifying terminations of employment. See “Potential Payments or Benefits Upon Termination or Change in Control.”

  99. Outstanding Equity Awards at Fiscal Year-End 2024

    | 60 | | 2025 PROXY STATEMENT |

  100. Outstanding Equity Awards at Fiscal Year-End 2024

    | Executive Compensation • Option Exercises and Stock Vested in 2024 |

  101. Option Exercises and Stock Vested in 2024

    Option Exercises and Stock Vested in 2024 The following table provides information with respect to option exercises and RSUs that vested during 2024:

  102. Option Exercises and Stock Vested in 2024

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Exercised (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Jennifer C. Witz | — | — | 21,366 | 487,145 | | Thomas D. Barry | — | — | 19,085 | 877,510 | | Scott A. Greenstein | — | — | 81,552 | 2,242,611 | | Patrick L. Donnelly | — | — | — | — | | Wayne D. Thorsen | — | — | — | — | | Joseph Inzerillo(2) | — | — | 130,633 | 3,640,715 | | Joseph A. Verbrugge | — | — | 44,863 | 1,224,760 |

  103. Option Exercises and Stock Vested in 2024

    (1) Value realized on vesting is the amount equal to (a) the closing price on NASDAQ on the day of vesting multiplied by (b) the number of shares vesting. (2) The amount includes RSUs held by Mr. Inzerillo which vested on December 17, 2024 as a result of his termination by the company. These RSUs were issued on February 7, 2025 in accordance with the terms of the applicable equity award agreements.

  104. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation The following table provides information with respect to Sirius XM Holdings Inc. Deferred Compensation Plan, a nonqualified deferred compensation plan, for 2024:

  105. Non-Qualified Deferred Compensation

    | Name | Executive Contributions(1) ($) | Employer Contributions ($) | Aggregate Earnings in Last Fiscal Year(2) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year-End(3) ($) | | Jennifer C. Witz | — | — | 1,053,789 | 1,378,174 | 12,244,980 | | Thomas D. Barry | 175,837 | — | 287,579 | 42,065 | 2,804,328 | | Scott A. Greenstein | — | — | — | — | — | | Patrick L. Donnelly | — | — | 821,163 | — | 5,671,667 | | Wayne D. Thorsen | — | — | — | — | — | | Joseph Inzerillo | — | — | — | — | — | | Joseph A. Verbrugge | 763,693 | — | 1,149,580 | 173,542 | 11,650,400 |

  106. Non-Qualified Deferred Compensation

    (1) The amounts include certain base salary amounts that are listed in the “Salary” column of the Summary Compensation Table equal to $84,462 for Mr. Barry and $463,693 for Mr. Verbrugge. They also include cash bonus amounts that are listed in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. This includes amounts earned during fiscal 2025 but credited to such executive officers’ deferred compensation accounts after the end of fiscal 2024. For Mr. Barry, the amount includes $91,375 of his 2024 annual bonus, and for Mr. Verbrugge, the amount includes $300,000 of his 2024 annual bonus. (2) Amounts in this column are not reported as compensation for fiscal year 2024 in the Summary Compensation Table since they do not reflect above-market or preferential earnings. Deferrals may be allocated among investment options that are similar to the investment options available under the Sirius XM 401(k) Savings Plan. Of the available investment options, the one-year rate of return during 2024 ranged from 1.24% to 29.76%. Year-end balances in this column include the deferral amount from the executive’s 2024 bonus paid in 2025. Of the aggregate balances, the following amounts have been included in the Summary Compensation Table in prior years: Ms. Witz, $11,793,800; Mr. Barry, $566,626; Mr. Donnelly, $4,553,750; and Mr. Verbrugge, $1,236,300.

  107. Non-Qualified Deferred Compensation

    | | 2025 PROXY STATEMENT | 61 |

  108. Non-Qualified Deferred Compensation

    The Deferred Compensation Plan provides a tax-efficient method for participants to defer certain portions of their compensation. Participation in the Deferred Compensation Plan is available to certain of our officers, including our named executive officers, and members of our board of directors. Our named executive officers are eligible to participate on the same terms as other eligible employees. Although the Compensation Committee deemed the Deferred Compensation Plan to be a benefit to participants, it is not included in any quantitative valuation with respect to the three main components of our executive compensation packages, because participation in the Deferred Compensation Plan, and to what extent, is at each participant’s discretion and there is no matching contribution from us at this time. Pursuant to the Deferred Compensation Plan, eligible employees may elect to defer up to 50% of their cash-paid base salary and up to 75% of their annual cash bonus. We may elect to make additional contributions beyond amounts deferred by participants, but we are under no obligation to do so. At the time of making a deferral election, participants designate the time and form of the distribution of deferrals to be made for the year to which that election relates. Distributions may occur earlier upon a change in control or a termination of employment, subject to certain conditions provided for under the Deferred Compensation Plan and Section 409A of the Internal Revenue Code. Participants have the opportunity to designate the investment funds to which the deferred amounts are to be credited. All investment gains and losses in a participant’s account under the Deferred Compensation Plan are immediately vested and entirely based upon the investment selections made by the participant. We do not pay guaranteed, above-market or preferential earnings on this deferred compensation. The available investment choices are similar to the choices available under the Sirius XM Radio 401(k) Savings Plan. Participants may change the investment selections for new payroll deferrals as frequently as each semi-monthly pay cycle. Investment selections for existing account balances may be changed daily. Any changes (whether to new deferrals or existing balances) may be made through an internet site or telephone call center maintained by the plan’s third-party record keeper. We have established a grantor (or “rabbi”) trust to facilitate payment of our obligations under the Deferred Compensation Plan.

  109. Potential Payments or Benefits Upon Termination or Change in Control

    Potential Payments or Benefits Upon Termination or Change in Control

  110. 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, 2024:

  111. 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 | 6,000,000 | 6,820,141 | — | 12,820,141 | | | Termination without cause or for good reason | 18,000,000 | 6,820,141 | 57,121 | 24,877,263 | | | Termination without cause or for good reason following a change in control | 18,000,000 | 6,820,141 | 57,121 | 24,877,263 | | Thomas D. Barry | Termination due to death or disability | — | 2,630,960 | — | 2,630,960 | | | Termination without cause or for good reason | 2,975,000 | 2,630,960 | 57,121 | 5,663,082 | | | Termination without cause or for good reason following a change in control | 2,975,000 | 2,630,960 | 57,121 | 5,663,082 | | Scott A. Greenstein | Termination due to death or disability | — | 6,385,231 | — | 6,385,231 | | | Termination without cause or for good reason | 9,850,000 | 6,385,231 | 40,258 | 16,275,489 | | | Termination without cause or for good reason following a change in control | 9,850,000 | 6,385,231 | 40,258 | 16,275,489 | | Patrick L. Donnelly | Termination due to death or disability | — | 1,172,672 | — | 1,172,672 | | | Termination without cause or for good reason | 3,336,500 | 1,172,672 | 39,557 | 4,548,730 | | | Termination without cause or for good reason following a change in control | 3,336,500 | 1,172,672 | 39,557 | 4,548,730 | | Wayne D. Thorsen | Termination due to death or disability | — | — | — | — | | | Termination without cause or for good reason | 2,950,410 | — | 57,121 | 3,007,531 | | | Termination without cause or for good reason following a change in control | 2,950,410 | — | 57,121 | 3,007,531 | | Joseph Inzerillo(5) | Termination without cause or for good reason | 3,700,000 | 2,664,196 | 37,062 | 6,401,258 | | Joseph A. Verbrugge | Termination due to death or disability | — | — | — | — | | | Termination without cause or for good reason | 960,246 | — | — | 960,246 | | | Termination without cause or for good reason following a change in control | 960,246 | — | — | 960,246 |

  112. POTENTIAL PAYMENTS AND BENEFITS

    (1) Any severance payment due, outside of the prorated annual bonus, is required to be paid in a lump sum. The prorated annual bonus is payable when annual bonuses are normally paid to other executive officers of the company. (2) All amounts were calculated based on the closing price on NASDAQ of our common stock on December 31, 2024 of $22.80. The accelerated vesting of options is valued at (a) the difference between the December 31, 2024 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 31, 2024 of $22.80 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 medical and dental benefits would be continued under COBRA for eighteen months. 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

  113. POTENTIAL PAYMENTS AND BENEFITS

    | | 2025 PROXY STATEMENT | 67 |

  114. POTENTIAL PAYMENTS AND BENEFITS

    | Executive Compensation • 2024 CEO Pay Ratio |

  115. POTENTIAL PAYMENTS AND BENEFITS

    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 calculations that indicate that, with the exception of Mr. Thorsen, 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) Mr. Inzerillo’s employment with the Company was terminated on December 10, 2024. The table above reflects amounts actually paid in connection with Mr. Inzerillo’s termination of employment.

  116. 2024 CEO Pay Ratio

    2024 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, 2024 (the date we identified for purposes of determining our employee population), our employee population consisted of approximately 5,533 individuals, of which 296 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 minimis exemption under Item 402(u) of Regulation S-K, we excluded the group of 269 non-U.S. employees from our total employee population, specifically: twenty- seven employees from Britain, one employee from Belgium, nine employees from Ireland, one employee from Panama, ten employees from Poland, two employees from Malaysia, five employees from the Philippines, and 214 employees from Romania. These non-U.S. individuals represented approximately 4.9% of our total estimated employee population as of December 31, 2024 of 5,533 individuals. After excluding the aforementioned non-U.S. employees and our Chief Executive Officer, we included 5,263 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’ gross wages for 2024. Once we identified the employee who fell at the mid-point of our employee population, we calculated all of the elements of that employee’s compensation for the 2024 fiscal year in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K to determine the “annual total compensation” for such employee for purposes of calculating the required pay ratio. The annual total compensation of the median employee for 2024 was $176,070. 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 2024 Summary Compensation Table included in this proxy statement, which was $37,084,318, including an equity award intended to cover the three-year duration of her employment agreement. Based on Ms. Witz’s annual total compensation compared to the annual total compensation of our estimated median employee, our estimated pay ratio is 211:1. 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.

  117. 2024 CEO Pay Ratio

    | 68 | | 2025 PROXY STATEMENT |

  118. Pay Versus Performance Disclosure

    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 our pay-for-performance philosophy and how our Compensation Committee aligns executive compensation with our performance, refer to “Compensation Discussion and Analysis”.

  119. 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 five most recently completed fiscal years.

  120. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($) | 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) Net Income ($) | ($ in millions) Company Selected Measure: Adjusted EBITDA ($) | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) | | | | (a) | (b)(1) | (c)(2)(5) | (d)(3) | (e)(4)(5) | (f)(6) | (g)(7) | (h)(8) | (i)(9) | | 2024 | 37,084,318 | 12,294,325 | 5,924,613 | 1,250,541 | 36.14 | 216.58 | -2,075 | 2,732 | | 2023 | 7,164,547 | 3,069,433 | 2,981,599 | 1,013,440 | 83.90 | 153.89 | 988 | 2,790 | | 2022 | 6,013,500 | 4,663,992 | 9,383,278 | 8,100,880 | 87.65 | 92.95 | 1,118 | 2,833 | | 2021 | 32,104,884 | 32,156,057 | 5,080,375 | 4,749,683 | 90.57 | 166.16 | 1,338 | 2,770 | | 2020 | 19,451,654 | 18,498,193 | 7,478,674 | 5,888,625 | 89.88 | 131.17 | 10 | 2,575 |

  121. Pay Versus Performance Table

    (1) The dollar amounts reported in column (b) for 2024, 2023 and 2022 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 54. The dollar amounts reported in column (b) for 2021 and 2020 is the amount of total compensation reported for our PEO in the Summary Compensation Table contained in Sirius XM Holdings Inc.’s Proxy Statements filed with the SEC on April 18, 2022 and 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 2024, 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 2024, 2023 and 2022 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 54. The dollar amount reported in column (d) for 2021 and 2020 represents the average of the amounts of total compensation reported for our non-PEO NEOs as a group in 2021 and 2020 in the “Total” column of the Summary Compensation Table contained in Sirius XM Holdings Inc.’s Proxy Statements filed with the SEC on April 18, 2022 and 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 2024, Thomas D. Barry, Scott A. Greenstein, Patrick L. Donnelly, Wayne D. Thorsen, Joseph Inzerillo and Joseph A. Verbrugge, (ii) for fiscal year 2023, Thomas D. Barry, Patrick L. Donnelly, Scott A. Greenstein, Joseph Inzerillo and Sean S. Sullivan, (iii) for fiscal year 2022, Patrick L. Donnelly, Joseph Inzerillo, Sean S. Sullivan and Joseph A. Verbrugge, (iv) for fiscal year 2021, Dara F. Altman, Patrick L. Donnelly, Scott A. Greenstein, and Sean S. Sullivan and (v) for fiscal year 2020, Patrick L. Donnelly, David J. Frear, Scott A. Greenstein, Sean S. Sullivan and Jennifer C. Witz. 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.

  122. Pay Versus Performance Table

    | | 2025 PROXY STATEMENT | 69 |

  123. Pay Versus Performance Table

    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. 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.

  124. Pay Versus Performance Table

    | Year | Summary Compensation Table Total ($)(i) | Deductions from Summary Compensation Table Total ($)(ii) | Additions to Summary Compensation Table Total ($)(iii) | CAP ($) | | 2024 | 37,084,318 | -32,726,659 | 7,936,666 | 12,294,325 | | 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 |

  125. 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.

  126. Pay Versus Performance Table

    | Year | Average Summary Compensation Table Total ($)(i) | Deductions from Average Summary Compensation Table Total ($)(ii) | Additions to Average Summary Compensation Table Total ($)(iii) | CAP ($) | | 2024 | 5,924,613 | -3,685,132 | -988,940 | 1,250,541 | | 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 |

  127. Pay Versus Performance Table

    (i) The dollar amounts reported for 2024, 2023 and 2022 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 54. The dollar amounts reported for 2021 and 2020 in the “Average Summary Compensation Table Total” column were derived from the Summary Compensation Table contained in Sirius XM Holdings Inc.’s Proxy Statements filed with the SEC on April 18, 2022 and 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 2024, 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 2024 is detailed in the supplemental table below.

  128. Pay Versus Performance Table

    | 70 | | 2025 PROXY STATEMENT |

  129. 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 2024:

  130. Pay Versus Performance Table

    | Year | Year End Fair Value of Equity Awards ($)(i) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($)(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 ($) | | 2024 | 6,665,867 | 0 | 1,270,799 | 0 | 0 | 0 | 7,936,666 |

  131. 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 2024:

  132. Pay Versus Performance Table

    | Year | Year End Fair Value of Equity Awards ($)(i) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($)(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 ($) | | 2024 | 1,958,303 | -750,635 | 0 | -2,196,608 | 0 | 0 | -988,940 |

  133. 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.

  134. Analysis of the Information Presented in the Pay Versus Performance Table

    | 72 | | 2025 PROXY STATEMENT |

  135. Board of Directors

    Board of Directors Gregory B. Maffei Chairman of the Board of Sirius XM Holdings Inc. Eddy W. Hartenstein Director President and CEO (Retired) DirecTV Dr. Evan D. Malone Director President NextFab Studio, LLC Jonelle Procope Director President and CEO (Retired) Apollo Theater Foundation, Inc. Michael Rapino Director President and Chief Executive Officer Live Nation Entertainment, Inc. Kristina M. Salen Lead Independent Director of Sirius XM Holdings Inc. Chief Financial Officer Booksy Inc. Anjali Sud Director CEO of Tubi, Inc. Jennifer C. Witz Director Chief Executive Officer Sirius XM Holdings Inc. David M. Zaslav Director President and Chief Executive Officer Warner Bros. Discovery, Inc.