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This excerpt taken from the SIRI DEF 14A filed Apr 30, 2009. Compensation
of our Chief Executive Officer
In November 2004, our board of directors negotiated, and we
entered into, a five-year employment agreement with Mel Karmazin
to serve as our Chief Executive Officer. The material terms of
Mr. Karmazin’s employment agreement are described
below under “Potential Payments Upon Termination and
Change-in-Control —
Employment Agreements — Mel Karmazin.”
The terms of Mr. Karmazin’s employment were
established by negotiations between Mr. Karmazin and
members of our board of directors, including members of the
Compensation Committee. The board of directors and the
Compensation Committee did not retain an independent
compensation consultant specifically to advise them in the
negotiation of Mr. Karmazin’s compensation
arrangements or to assess the reasonableness of the compensation
arrangements. Our board of directors and the Compensation
Committee concluded that, in their business judgment,
Mr. Karmazin’s profile, qualifications and experience,
particularly in radio, were uniquely suited for our needs, and
that the compensation, including the base salary, stock option
and restricted stock components of the compensation, was, taken
as a whole, reasonable and appropriate under the circumstances.
Most of the difference in total compensation between
Mr. Karmazin and our other named executive officers is
attributable to the value reflected in the Summary Compensation
Table for “Option Awards.” As reflected in the
Outstanding Equity Awards at Fiscal Year-End 2008 table on
page 25, and described in footnote (1) to that table,
Mr. Karmazin received a stock option award covering a
substantial number of shares (as well as shares of restricted
stock reflected in the Outstanding Equity Awards at Fiscal
Year-End 2008 table and the Options Exercised and Stock Vested
for 2008 table) in connection with the execution of his
employment agreement in November 2004. Mr. Karmazin did not
receive any equity-based awards in 2006, 2007 or 2008. The total
compensation in the Summary Compensation Table reflects the
inclusion, as noted in footnote (3) to the table, of the
expense recognized solely for financial statement reporting
purposes in 2006, 2007 and 2008 for option awards.
This excerpt taken from the SIRI DEF 14A filed Nov 4, 2008. Compensation
of our Chief Executive Officer
In November 2004, our board of directors negotiated, and we
entered into, a five-year employment agreement with Mel Karmazin
to serve as our Chief Executive Officer. The material terms of
Mr. Karmazin’s employment agreement are described
below under “Potential Payments Upon Termination and
Change-in-Control —
Employment Agreements — Mel Karmazin.”
The terms of Mr. Karmazin’s employment were
established by negotiations between Mr. Karmazin and
members of our Board, including members of the Compensation
Committee. The Board and the Compensation Committee did not
retain an independent compensation consultant specifically to
advise them in the negotiation of Mr. Karmazin’s
compensation arrangements or to assess the reasonableness of the
compensation arrangements. In assessing Mr. Karmazin’s
compensation, the Compensation Committee and our Board evaluated:
Our Board and the Compensation Committee concluded that, in
their business judgment, Mr. Karmazin’s profile,
qualifications and experience, particularly in radio, were
uniquely suited for our needs, and that the compensation,
including the base salary, stock option and restricted stock
components of the compensation, was, taken as a whole,
reasonable and appropriate under the circumstances.
In February 2008, the Compensation Committee awarded an annual
bonus to Mr. Karmazin of $4,000,000 in recognition of his
performance and our corporate performance, including:
Table of Contents
Mr. Karmazin’s bonus was paid in cash, not a
combination of cash and restricted stock units. In awarding
Mr. Karmazin’s bonus in cash, the Compensation
Committee considered his existing compensation arrangements and
the amount of our common stock currently owned by him through
open market purchases as well as stock options and restricted
shares of common stock held by him. The Compensation Committee
concluded that Mr. Karmazin’s interests were already
highly aligned with stockholders, and that an award of
additional restricted stock was not necessary to advance other
corporate interests, such as retention or alignment.
As is apparent in the Summary Compensation Table on
page 21, most of the difference in total compensation
between Mr. Karmazin and our other named executive officers
is attributable to the value reflected in the table for
“Option Awards.” As reflected in the Outstanding
Equity Awards at Fiscal Year-End 2007 table on page 22, and
described in footnote (1) to that table, Mr. Karmazin
received an award of a stock option covering a substantial
number of shares (as well as shares of restricted stock
reflected in the Outstanding Equity Awards at Fiscal Year-End
2007 table and the Options Exercised and Stock Vested for 2007
table) in connection with the execution of his employment
agreement in November 2004. Mr. Karmazin did not receive
any equity-based awards in 2006 or 2007. The total compensation
in the Summary Compensation Table reflects the inclusion, as
noted in footnote (2) to the table, of the expense
recognized solely for financial statement reporting purposes in
2006 and 2007 for option awards.
This excerpt taken from the SIRI DEF 14A filed Apr 23, 2007. Compensation
of our Chief Executive Officer
In November 2004, our board of directors negotiated, and we
entered into, a five-year employment agreement with Mel Karmazin
to serve as our Chief Executive Officer. The material terms of
Mr. Karmazin’s employment agreement are described
below under “Potential Payments Upon Termination and
Change-in-Control —
Employment Agreements — Mel Karmazin.”
The terms of Mr. Karmazin’s employment were
established by negotiations between Mr. Karmazin and
members of our board of directors, including members of the
Compensation Committee. The board of directors and the
Compensation Committee did not retain an independent
compensation consultant specifically to advise them in the
negotiation of Mr. Karmazin’s compensation
arrangements or to assess the reasonableness of the compensation
arrangements. In assessing Mr. Karmazin’s
compensation, the Compensation Committee and our board of
directors evaluated:
Our board of directors and the Compensation Committee concluded
that, in their business judgment, Mr. Karmazin’s
profile, qualifications and experience, particularly in radio,
were uniquely suited for the Company’s needs, and that the
compensation, including the base salary, stock option and
restricted stock components of the compensation, was, taken as a
whole, reasonable and appropriate under the circumstances.
In February 2007, the Compensation Committee awarded an annual
bonus to Mr. Karmazin of $3,000,000 in recognition of his
performance and our corporate performance relative to pre-set
levels of individual and corporate goals.
Mr. Karmazin’s bonus was paid in cash, not a
combination of cash and restricted stock units. In awarding
Mr. Karmazin’s bonus in cash, the Compensation
Committee considered his existing compensation arrangements and
the amount of our common stock currently owned by him as well as
stock options and restricted shares of common stock held by him.
The Compensation Committee concluded that
Mr. Karmazin’s interests were already highly aligned
with stockholders, and that an award of additional restricted
stock was not necessary to advance other corporate interests,
such as retention or alignment.
Table of Contents
This excerpt taken from the SIRI DEF 14A filed Apr 21, 2006. Compensation of our Chief Executive Officer
In November 2004, our board of directors negotiated, and we entered into, a five-year employment agreement with Mel Karmazin to serve as our Chief Executive Officer. The material terms of Mr. Karmazin's employment agreement are described below under “Employment Agreements—Mel Karmazin.” The terms of Mr. Karmazin's employment were established by negotiations between Mr. Karmazin and members of our board of directors, including members of the Compensation Committee. The board of directors and the Compensation Committee did not retain an independent compensation consultant to advise them in the negotiation of Mr. Karmazin's compensation arrangements or to assess the reasonableness of the compensation arrangements. In assessing Mr. Karmazin's compensation, the Compensation Committee and our board of directors evaluated:
Our board of directors and the Compensation Committee concluded that, in their business judgment, Mr. Karmazin's profile, qualifications and experience, particularly in radio, were uniquely suited for SIRIUS' needs, and that the compensation, including the base salary, stock option and 13
restricted stock components of the compensation, was, taken as a whole, reasonable and appropriate under the circumstances. In February 2006, the Compensation Committee awarded an annual bonus to Mr. Karmazin of $2,200,000 in recognition of his performance and our corporate performance relative to prescribed levels of individual and corporate goals. Mr. Karmazin's bonus was paid in cash, not a combination of cash and restricted stock units. In awarding Mr. Karmazin's bonus in cash, the Compensation Committee considered his existing compensation arrangements and the amount of our common stock currently owned by him as well as stock options and restricted shares of common stock held by him. The Compensation Committee concluded that Mr. Karmazin's interests were already highly aligned with stockholders, and that an award of additional restricted stock was not necessary to advance other corporate interests, such as retention or alignment. | EXCERPTS ON THIS PAGE:
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