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This excerpt taken from the SIRI DEF 14A filed Apr 30, 2009. Processes
and Compensation Decisions
The Compensation Committee is responsible for developing and
maintaining compensation programs for our executive officers,
including our named executive officers. The Compensation
Committee regularly reviews our compensation practices to
assess — in light of current market conditions, the
status of our business and development, our financial condition
and prospects — whether our existing compensation
structure properly advances the near- and long-term interests of
our stockholders. The Compensation Committee does not employ a
compensation consultant, relying instead on its own significant
experience in making executive compensation-related decisions.
In making compensation decisions with respect to each element of
compensation, the Compensation Committee considers the
competitive market for executives and compensation levels paid
by comparable companies. The Compensation Committee from time to
time reviews the compensation practices, including total
compensation, at companies with which it competes for talent,
including radio, television, cable, film, software development,
consumer electronics and other publicly held businesses with a
scope and complexity similar to ours. The Compensation Committee
has not established a defined peer group against which it
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benchmarks compensation. The businesses chosen for comparison
may differ from one executive to the next depending on the scope
and nature of the business for which the particular executive is
responsible.
The Compensation Committee does not attempt to set each
compensation element for each executive within a particular
range related to levels provided by peers. Instead, the
Compensation Committee uses market comparison as one factor in
making compensation decisions. Other factors considered when
making individual executive compensation decisions include
individual contribution and performance, reporting structure,
internal pay relationship, complexity and importance of roles
and responsibilities, leadership and growth potential.
In determining compensation element levels, including the annual
grants of restricted stock units and stock options, for each
named executive officer (other than the Chief Executive
Officer), the Compensation Committee considers the
recommendations of the Chief Executive Officer.
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