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This excerpt taken from the SIRI DEF 14A filed Apr 30, 2009. Program
Objectives
We strive to attract, motivate and retain high-quality
executives by providing total compensation that is
performance-based and competitive with the various markets and
industries in which we compete for talent. We attempt to provide
incentives to advance the interests of stockholders and deliver
levels of compensation that are commensurate with performance.
Overall, we design our executive compensation program to:
Currently, we seek to achieve these objectives through three key
compensation elements:
The Compensation Committee believes that this three-part
approach is consistent with programs adopted by similarly
situated companies and best serves the interests of our
stockholders. The approach is an effort to meet the requirements
of the competitive environment in which we operate, while
ensuring that executive officers are compensated in a manner
that advances both the short- and long-term interests of our
stockholders.
The Compensation Committee believes that delivering compensation
in the form of, or based on the value of, our common stock
promotes alignment between executive performance and stockholder
interests. Accordingly, the value of our common stock represents
a large portion of our executives’ annual and long-term
compensation, including stock options
and/or
restricted stock units, bonuses settled in stock or restricted
stock units, matching contributions under the Sirius 401(k)
Savings Plan and the profit sharing component of the Sirius
401(k) Savings Plan. Compensation for our executives also
involves a high proportion of pay that is “at
risk” — namely, the annual bonus and the value of
stock options and restricted stock units. This “at
risk” compensation is used to motivate executives to
achieve goals and objectives that support our business plan and
align with the short- and long-term interests of our
stockholders.
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