UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 

Date of Report (Date of earliest event reported): February 18, 2025 (February 17, 2025)

SIRIUS XM HOLDINGS INC.

(Exact Name of Registrant as Specified in Charter)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

On February 17, 2025, our subsidiary, Sirius XM Radio LLC, entered into an Employment Agreement (the “Employment Agreement”) with Richard N. Baer to serve as our new Executive Vice President, General Counsel and Secretary. The term of the Employment Agreement will begin on March 3, 2025 (the “Effective Date”) and end on March 4, 2028. At the end of this initial term and on each succeeding March 4th, the term of the Employment Agreement will be automatically extended by one additional year, unless either party has given the other written notice of nonrenewal.

Richard N. Baer, age 67, served as Chief Legal Officer of Airbnb, Inc., the operator of an online marketplace for short-and-long-term homestays and experiences, from October 2019 to December 2023. Prior to Airbnb, Mr. Baer served as Chief Legal Officer of Liberty Media Corporation, a media, entertainment, and sports company that owns interests in a variety of businesses; Liberty Interactive Corporation, a company that owned and operated a variety of digital commerce businesses; and various affiliated public companies from 2012 to 2019. Mr. Baer also served as Executive Vice President and Chief Legal Officer of UnitedHealth Group Incorporated, the health-care company, from May 2011 to December 2012. He served as Executive Vice President and General Counsel of Qwest Communications International Inc., a telecommunications company that provided voice, video, and data services, from December 2002 to April 2011 and as Chief Administrative Officer of Qwest from August 2008 to April 2011.

Pursuant to the Employment Agreement, Mr. Baer’s annual base salary will be $1,000,000. The Employment Agreement entitles Mr. Baer to participate in any bonus plan generally applicable to our executive officers and provides for an annual target bonus equal to 150% of his base salary. We have agreed to pay Mr. Baer a one-time cash sign-on bonus of $500,000. This sign on bonus is repayable by Mr. Baer in full if he terminates his employment without Good Reason (as defined in the Employment Agreement), or is terminated by us for Cause (as defined in the Employment Agreement), prior to the first anniversary of the Effective Date.

The Employment Agreement provides, in the case of certain qualifying terminations (which does not include the failure to renew the Employment Agreement at the end of the initial term or any renewal term), for continuation of his health insurance benefits for eighteen months and life insurance benefits for twelve months and for a lump sum severance payment in an amount equal to the sum of (i) Mr. Baer’s annual base salary, and (ii) the greater of Mr. Baer’s target bonus opportunity for the year in which his termination occurs or the last annual bonus paid (or due and payable) to him. In the case of certain qualifying terminations (which does not include the failure to renew the Employment Agreement at the end of the initial term or any renewal term), we are also obligated to pay him a pro-rated bonus for the year in which the termination occurs (based on actual achievement of applicable performance criteria) and any earned but unpaid bonus for the year prior to the termination. Our obligation to provide these severance benefits is subject to Mr. Baer’s execution of an effective release of claims against us. The Employment Agreement also contains other provisions, including confidentiality and non-competition restrictions, as well as a compensation clawback to the extent required by our policies or applicable law, regulations or stock exchange listing requirements.

In connection with the Employment Agreement, on the Effective Date (the “Grant Date”), we have agreed to grant Mr. Baer:

·     time-based restricted stock units (“RSUs”) having a grant value of $1,500,000. This time-based RSU award will vest in equal installments on the first, second and third anniversaries of the Grant Date.

·     time-based RSUs having a grant value of $2,000,000. This time-based RSU award will vest in equal installments on the first two anniversaries of the Grant Date.

·     performance-based RSUs having a grant value of $1,500,000. This performance-based RSU award will cliff vest if we achieve a three year cumulative free cash flow target (the “Performance Target”) set by the Compensation Committee of the Board of Directors (the “Compensation Committee”) for the period starting January 1, 2025 and ending December 31, 2027. The number of performance-based RSUs that will be eligible to vest will be based on our level of achievement of the Performance Target and may be modified by the “TSR Performance Metric”. The TSR Performance Metric is the three-year total shareholder return (“TSR”) of Sirius XM Holdings Inc. (“Holdings”) relative to the other entities in the S&P 1500 Media & Entertainment Index (the “TSR Index”) as in effect on January 1, 2025. Achievement against the TSR Performance Metric will be determined by the percentile rank of Holdings’ TSR relative to the TSR of each other entity in the TSR Index at the end of the performance period. The vesting of these performance-based RSUs will be subject to Mr. Baer remaining employed full-time with us through the third anniversary of the Grant Date.

Starting in 2026, and continuing for the remainder of the term of the Employment Agreement, Mr. Baer will be eligible for additional equity-based compensation awards based on his and our performance. Such annual grants, including the amounts, terms and conditions for such grants, are subject to approval by the Compensation Committee. Such annual grants, if any, will take place at the same time that equity grants are provided to our other management-level employees.

Each of the awards will be subject to acceleration or termination under certain circumstances consistent with the terms of equity awards granted to our other executive officers. In addition, if we provide notice to Mr. Baer that we do not intend to renew the Employment Agreement at the end of the initial term or any renewal term, then Mr. Baer would not be entitled to any cash severance benefits but all equity-based awards then held by Mr. Baer will be subject to acceleration at the designated “target” level of performance.

Additional information about the benefit plans and programs generally available to our executive officers is included in the Proxy Statement for our 2024 annual meeting of stockholders filed with the Securities and Exchange Commission on April 8, 2024.

The foregoing description is qualified in its entirety by the Employment Agreement attached as Exhibit 10.1 to this Current Report on Form 8-K.

On February 18, 2025, we issued a press release announcing the hiring of Mr. Baer described in Item 5.02 above. A copy of that press release is furnished as Exhibit 99.1.

The information furnished in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

(d)               Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: February 18, 2025