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This excerpt taken from the SIRI DEF 14A filed Apr 23, 2007. ITEM 1 —
ELECTION OF DIRECTORS
Our board of directors currently has eight members, all of whom
are standing for re-election at this year’s annual meeting.
Directors serve until the next annual meeting of stockholders or
until the director is succeeded by another director who has been
duly elected and qualified. Each of the nominated directors has
agreed to serve if elected. However, if for some reason any of
the nominees is unable to accept nomination or election, it is
intended that shares represented by proxies will be voted for
such substitute nominee as designated by our board of directors.
Biographical information for each of the nominees is presented
below.
Nominees
for the Board of Directors
Leon D. Black, age 55, has been a director since
June 2001. Mr. Black is one of the founding principals of
Apollo Advisors, L.P., which manages investment capital on
behalf of institutions. He is also the founder of Apollo Real
Estate Advisors, L.P. From 1977 to 1990, Mr. Black worked
at Drexel Burnham Lambert Incorporated, where he served as
Managing Director, head of the Mergers & Acquisitions
Group and co-head of the Corporate Department. Mr. Black is
a director of United Rentals, Inc. Mr. Black is a trustee
of The Museum of Modern Art, Mt. Sinai Hospital, The
Metropolitan Museum of Art, Lincoln Center for The Performing
Arts, Prep for Prep, The Asia Society and Dartmouth College.
Joseph P. Clayton, age 57, has served as chairman of
our board of directors since November 2004 and as a director
since November 2001. He served as our Chief Executive Officer
from November 2001 through November 2004. Mr. Clayton
served as President of Global Crossing North America, a global
internet and long distance services provider, from September
1999 until November 2001. Mr. Clayton also served as a
member of the board of directors of Global Crossing Ltd. from
September 1999 until May 2002. From August 1997 to September
1999, Mr. Clayton was President and Chief Executive Officer
of Frontier Corporation, a Rochester, New York-based national
provider of local telephone, long distance, data, conferencing
and wireless communications services, which was acquired by
Global Crossing in September 1999. Prior to joining Frontier,
Mr. Clayton was Executive Vice President, Marketing and
Sales — Americas and Asia, of Thomson S.A., a leading
consumer electronics company. Mr. Clayton is a member of
the board of directors of Transcend
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Services Inc., a trustee of Bellarmine University and a member
of the advisory board of Indiana University School of Business.
Lawrence F. Gilberti, age 56, has been a director
since September 1993. Since June 2000, Mr. Gilberti has
been a partner in the law firm of Reed Smith LLP; from May 1998
through May 2000, he was of counsel to that firm. From August
1994 to May 1998, Mr. Gilberti was a partner in the law
firm of Fischbein Badillo Wagner & Harding.
James P. Holden, age 55, has been a director since
August 2001. From October 1999 until November 2000,
Mr. Holden was the President and Chief Executive Officer of
DaimlerChrysler Corporation, a subsidiary of DaimlerChrysler AG,
one of the world’s largest automakers. Prior to being
appointed President in 1999, Mr. Holden held numerous
senior positions within Chrysler Corporation during his
19-year
career at the Company. Since March 2007, Mr. Holden has
been the Non-Executive Chairman of Meridian Automotive, a
privately held auto supply company. Mr. Holden is a
director of Speedway MotorSports, Inc.
Mel Karmazin, age 63, has served as our Chief
Executive Officer and a member of our board of directors since
November 2004. Prior to joining us, Mr. Karmazin was
President and Chief Operating Officer and a member of the board
of directors of Viacom Inc. from May 2000 until June 2004. Prior
to joining Viacom, Mr. Karmazin was President and Chief
Executive Officer of CBS Corporation from January 1999 and a
director of CBS Corporation from 1997 until its merger with
Viacom in May 2000. He was President and Chief Operating Officer
of CBS Corporation from April 1998 through December 1998.
Mr. Karmazin joined CBS Corporation in December 1996
as Chairman and Chief Executive Officer of CBS Radio and served
as Chairman and Chief Executive Officer of the CBS Station Group
(Radio and Television) from May 1997 to April 1998. Prior to
joining CBS Corporation, Mr. Karmazin served as
President and Chief Executive Officer of Infinity Broadcasting
Corporation from 1981 until its acquisition by
CBS Corporation in December 1996. Mr. Karmazin served
as Chairman, President and Chief Executive Officer of Infinity
from December 1998 until the merger of Infinity Broadcasting
Corporation with Viacom in February 2001.
Warren N. Lieberfarb, age 63, has been a director
since September 2003. Mr. Lieberfarb is the Chairman and
Chief Executive Officer of Warren N. Lieberfarb &
Associates LLC, a media, entertainment and technology consulting
and investment firm. From 1984 until December 2002,
Mr. Lieberfarb was President of Warner Home Video, a
subsidiary of Warner Bros. Entertainment and a global leader in
the creation, distribution, and marketing of theatrical motion
pictures and television programming on video/DVD.
Mr. Lieberfarb currently serves on the Board of Directors
and Board of Trustees of the American Film Institute and chairs
its Entrepreneurial Committee. He also serves on the Board of
Directors and is Vice Chairman of MOD Systems, a retail systems
provider enabling in-store digital signage, sampling and
fulfillment of music and video content. He is currently on the
University of Pennsylvania Library Board of Overseers, the
Undergraduate Executive Committee of The Wharton School, and
previously was a member of the University’s Board of
Trustees from 2001 to 2005. Mr. Lieberfarb is also a member
of the Academy of Motion Pictures Arts and Sciences.
Michael J. McGuiness, age 43, has been a director
since June 2003. Mr. McGuiness is currently a private
investor. From 1994 through January 2007, Mr. McGuiness was a
principal and portfolio manager at W.R. Huff Asset Management
Co., L.L.C. In 2005, Mr. McGuiness was instrumental in the
initiation of the Huff leveraged products business and
subsequently assumed the additional role of co-head of the Huff
Structured Product Group. During his tenure at Huff,
Mr. McGuiness also held senior analyst positions covering
media, broadcasting and cable companies. Mr. McGuiness has
previously served as a director of Telewest plc and Chairman of
the Adelphia Communications Official Committee of Unsecured
Creditors. Mr. McGuiness is a Chartered Financial Analyst.
James F. Mooney, age 52, has been a director since
July 2003. Since December 2004, Mr. Mooney has been
chairman of the board of directors of RCN Corporation, a
provider of bundled telephone, cable and high speed internet
services. Mr. Mooney is also chairman of the board of
directors of Virgin Media Inc. From April 2001 to September
2002, Mr. Mooney was the Executive Vice President and Chief
Operating Officer of Nextel Communications Inc., a provider of
wireless communications services. From January 2000 to January
2001, Mr. Mooney was the Chief Executive Officer and Chief
Operating Officer of Tradeout Inc., an asset
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management firm owned jointly by General Electric Capital, Ebay
Inc. and Benchmark Capital. From March 1999 to January 2000,
Mr. Mooney was the Chief Financial Officer/Chief Operating
Officer at Baan Company, a business management software
provider. From 1980 until 1999, Mr. Mooney held a number of
positions with IBM Corporation, including Chief Financial
Officer of the Americas.
The board of directors unanimously recommends a vote
“FOR” each of the nominees.
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