Definitive proxy statements

Pay vs Performance Disclosure

v3.25.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Pay Versus Performance Table
​
The following table provides information required under the SEC’s Item 402(v) of Regulation S-K disclosing (i) a measure of total compensation and a measure reflecting “compensation actually paid” for our principal executive officer (“PEO”) and, as an average, for our other named executive officers (“NEOs”), and (ii) select financial performance measures, in each case, for our five most recently completed fiscal years.
Year
​ ​
Summary
Compensation
Table Total
for PEO
($)
​ ​
Compensation
Actually Paid
to
PEO
($)
​ ​
Average
Summary
Compensation
Table Total for
Non-PEO
NEOs
($)
​ ​
Average
Compensation
Actually
Paid to
Non-PEO
NEOs
($)
​ ​
Value of Initial Fixed $100
Investment Based On:
​ ​
($ in millions)
Net Income
($)
​ ​
($ in millions)
Company
Selected
Measure:
Adjusted
EBITDA
($)
​
​
​
​
​
Total
Shareholder
Return
($)
​ ​
Peer Group
Total
Shareholder
Return
($)
​
​
(a)
​ ​
(b)(1)
​ ​
(c)(2)(5)
​ ​
(d)(3)
​ ​
(e)(4)(5)
​ ​
(f)(6)
​ ​
(g)(7)
​ ​
(h)(8)
​ ​
(i)(9)
​
​
2024 ​ ​ ​ ​ 37,084,318 ​ ​ ​ ​ ​ 12,294,325 ​ ​ ​ ​ ​ 5,924,613 ​ ​ ​ ​ ​ 1,250,541 ​ ​ ​ ​ ​ 36.14 ​ ​ ​ ​ ​ 216.58 ​ ​ ​ ​ ​ -2,075 ​ ​ ​ ​ ​ 2,732 ​ ​
2023 ​ ​ ​ ​ 7,164,547 ​ ​ ​ ​ ​ 3,069,433 ​ ​ ​ ​ ​ 2,981,599 ​ ​ ​ ​ ​ 1,013,440 ​ ​ ​ ​ ​ 83.90 ​ ​ ​ ​ ​ 153.89 ​ ​ ​ ​ ​ 988 ​ ​ ​ ​ ​ 2,790 ​ ​
2022 ​ ​ ​ ​ 6,013,500 ​ ​ ​ ​ ​ 4,663,992 ​ ​ ​ ​ ​ 9,383,278 ​ ​ ​ ​ ​ 8,100,880 ​ ​ ​ ​ ​ 87.65 ​ ​ ​ ​ ​ 92.95 ​ ​ ​ ​ ​ 1,118 ​ ​ ​ ​ ​ 2,833 ​ ​
2021 ​ ​ ​ ​ 32,104,884 ​ ​ ​ ​ ​ 32,156,057 ​ ​ ​ ​ ​ 5,080,375 ​ ​ ​ ​ ​ 4,749,683 ​ ​ ​ ​ ​ 90.57 ​ ​ ​ ​ ​ 166.16 ​ ​ ​ ​ ​ 1,338 ​ ​ ​ ​ ​ 2,770 ​ ​
2020 ​ ​ ​ ​ 19,451,654 ​ ​ ​ ​ ​ 18,498,193 ​ ​ ​ ​ ​ 7,478,674 ​ ​ ​ ​ ​ 5,888,625 ​ ​ ​ ​ ​ 89.88 ​ ​ ​ ​ ​ 131.17 ​ ​ ​ ​ ​ 10 ​ ​ ​ ​ ​ 2,575 ​ ​
​
(1)
The dollar amounts reported in column (b) for 2024, 2023 and 2022 are the amounts of total compensation reported for our PEO for each of those years in the “Total” column of the Summary Compensation Table set forth on page 54. The dollar amounts reported in column (b) for 2021 and 2020 is the amount of total compensation reported for our PEO in the Summary Compensation Table contained in Sirius XM Holdings Inc.’s Proxy Statements filed with the SEC on April 18, 2022 and April 20, 2021, reduced to correct an inadvertent overstatement of certain amounts attributable to dividends reported in the “All Other Compensation” column for Mr. Meyer in 2020. Our PEO for fiscal years 2024, 2023, 2022 and 2021 was Jennifer C. Witz. Our PEO for fiscal year 2020 was James E. Meyer.
​
(2)
The dollar amounts reported in column (c) represent the amount of “compensation actually paid” ​(which is sometimes referred to as the “CAP”) for our PEO for the corresponding fiscal year. The amounts listed do not reflect the actual compensation earned, realized or received by our PEO during the applicable year.
​
(3)
The dollar amounts reported in column (d) for 2024, 2023 and 2022 represent the average of the amounts of total compensation reported for our non-PEO NEOs as a group for each of those years in the “Total” column of the Summary Compensation Table set forth on page 54. The dollar amount reported in column (d) for 2021 and 2020 represents the average of the amounts of total compensation reported for our non-PEO NEOs as a group in 2021 and 2020 in the “Total” column of the Summary Compensation Table contained in Sirius XM Holdings Inc.’s Proxy Statements filed with the SEC on April 18, 2022 and April 20, 2021, increased to correct an inadvertent understatement of the grant date fair value of stock awards granted to Mr. Greenstein, which was partially offset by an overstatement of certain amounts attributable to dividends for him reported in the “All Other Compensation” column, in 2020. The non-PEO NEOs included for purposes of such calculations are as follows: (i) for fiscal year 2024, Thomas D. Barry, Scott A. Greenstein, Patrick L. Donnelly, Wayne D. Thorsen, Joseph Inzerillo and Joseph A. Verbrugge, (ii) for fiscal year 2023, Thomas D. Barry, Patrick L. Donnelly, Scott A. Greenstein, Joseph Inzerillo and Sean S. Sullivan, (iii) for fiscal year 2022, Patrick L. Donnelly, Joseph Inzerillo, Sean S. Sullivan and Joseph A. Verbrugge, (iv) for fiscal year 2021, Dara F. Altman, Patrick L. Donnelly, Scott A. Greenstein, and Sean S. Sullivan and (v) for fiscal year 2020, Patrick L. Donnelly, David J. Frear, Scott A. Greenstein, Sean S. Sullivan and Jennifer C. Witz.
​
(4)
The dollar amounts reported in column (e) represent the average amount of CAP to the non-PEO NEOs specified in footnote (3) as a group, as further described below. The amounts listed do not reflect the actual compensation actually earned, realized or received by the non-PEO NEOs as a group during the applicable year.
(5)
The calculation of CAP uses as a starting point the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, with certain adjustments (i.e., additions or subtractions) with respect to the fair value of equity awards. The methodology used to develop the valuation assumptions as of each applicable measurement date is consistent with those disclosed at the time of grant.
​
The following table provides reconciling information for the amounts reported in the Summary Compensation Table for our PEO for each of the years set forth below to the amount of CAP.
Year
​ ​
Summary
Compensation
Table Total
($)(i)
​ ​
Deductions
from Summary
Compensation
Table Total
($)(ii)
​ ​
Additions to
Summary
Compensation
Table Total
($)(iii)
​ ​
CAP
($)
​
​
2024 ​ ​ ​ ​ 37,084,318 ​ ​ ​ ​ ​ -32,726,659 ​ ​ ​ ​ ​ 7,936,666 ​ ​ ​ ​ ​ 12,294,325 ​ ​
2023 ​ ​ ​ ​ 7,164,547 ​ ​ ​ ​ ​ 0 ​ ​ ​ ​ ​ -4,095,114 ​ ​ ​ ​ ​ 3,069,433 ​ ​
2022 ​ ​ ​ ​ 6,013,500 ​ ​ ​ ​ ​ 0 ​ ​ ​ ​ ​ -1,349,508 ​ ​ ​ ​ ​ 4,663,992 ​ ​
2021 ​ ​ ​ ​ 32,104,884 ​ ​ ​ ​ ​ -24,096,945 ​ ​ ​ ​ ​ 24,148,118 ​ ​ ​ ​ ​ 32,156,057 ​ ​
2020 ​ ​ ​ ​ 19,451,654 ​ ​ ​ ​ ​ -9,999,997 ​ ​ ​ ​ ​ 9,046,536 ​ ​ ​ ​ ​ 18,498,193 ​ ​
The following table provides reconciling information for the average amounts reported in the Summary Compensation Table for our non-PEO NEOs for each of the years set forth below to the amount of CAP.
Year
​ ​
Average
Summary
Compensation
Table Total
($)(i)
​ ​
Deductions from
Average Summary
Compensation
Table Total
($)(ii)
​ ​
Additions to
Average
Summary
Compensation
Table Total
($)(iii)
​ ​
CAP
($)
​
​
2024 ​ ​ ​ ​ 5,924,613 ​ ​ ​ ​ ​ -3,685,132 ​ ​ ​ ​ ​ -988,940 ​ ​ ​ ​ ​ 1,250,541 ​ ​
2023 ​ ​ ​ ​ 2,981,599 ​ ​ ​ ​ ​ -558,397 ​ ​ ​ ​ ​ -1,409,762 ​ ​ ​ ​ ​ 1,013,440 ​ ​
2022 ​ ​ ​ ​ 9,383,278 ​ ​ ​ ​ ​ -6,908,382 ​ ​ ​ ​ ​ 5,625,984 ​ ​ ​ ​ ​ 8,100,880 ​ ​
2021 ​ ​ ​ ​ 5,080,375 ​ ​ ​ ​ ​ -1,819,221 ​ ​ ​ ​ ​ 1,488,529 ​ ​ ​ ​ ​ 4,749,683 ​ ​
2020 ​ ​ ​ ​ 7,478,674 ​ ​ ​ ​ ​ -3,921,152 ​ ​ ​ ​ ​ 2,331,103 ​ ​ ​ ​ ​ 5,888,625 ​ ​
​
(i)
The dollar amounts reported for 2024, 2023 and 2022 in the “Average Summary Compensation Table Total” column for our PEO and our non-PEO NEOs were derived from the Summary Compensation Table set forth on page 54. The dollar amounts reported for 2021 and 2020 in the “Average Summary Compensation Table Total” column were derived from the Summary Compensation Table contained in Sirius XM Holdings Inc.’s Proxy Statements filed with the SEC on April 18, 2022 and April 20, 2021, increased to correct an inadvertent understatement of the grant date fair value of stock awards granted to Mr. Greenstein, which was partially offset by an overstatement of certain amounts attributable to dividends reported for him in the “All Other Compensation” column, in 2020.
​
(ii)
The dollar amounts represent the grant date fair value of equity-based awards granted each year to the PEO, and the average grant date fair value of equity-based awards granted each year for the non-PEO NEOs, as reported in the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table for fiscal years 2024, 2023, 2022, 2021 and 2020.
​
(iii)
The dollar amounts reflect the value of equity-based awards granted to the PEO, and the average value of the equity-based awards for the non-PEO NEOs, calculated in accordance with the methodology contained in the SEC’s rules for determining CAP for each year shown. The equity-based awards component of CAP for fiscal year 2024 is detailed in the supplemental table below.
​
The table below illustrates the calculations described in this footnote (5) with respect to the equity component of the PEO’s CAP for fiscal year 2024:
Year
​ ​
Year End
Fair Value
of Equity
Awards
($)(i)
​ ​
Year over
Year Change
in Fair
Value of
Outstanding
and
Unvested
Equity
Awards
($)(i)
​ ​
Fair Value as
of Vesting Date
of Equity
Awards
Granted and
Vested in the
Year
($)
​ ​
Year over Year
Change in Fair
Value of Equity
Awards
Granted in
Prior Years
that Vested
in the Year
($)(i)
​ ​
Fair Value at
the End of
the Prior Year
of Equity Awards
that Failed
to Meet Vesting
Conditions in
the Year
($)
​ ​
Value of
Dividends or
other Earnings
Paid on Stock
or Option
Awards
not Otherwise
Reflected in
Fair Value or
Total
Compensation
($)
​ ​
Total
Equity
Award
Adjustments
($)
​
​
2024 ​ ​ ​ ​ 6,665,867 ​ ​ ​ ​ ​ 0 ​ ​ ​ ​ ​ 1,270,799 ​ ​ ​ ​ ​ 0 ​ ​ ​ ​ ​ 0 ​ ​ ​ ​ ​ 0 ​ ​ ​ ​ ​ 7,936,666 ​ ​
The table below illustrates the calculations described in this footnote (5) with respect to the average equity component of the non-PEO NEO’s CAP for fiscal year 2024:
Year
​ ​
Year End
Fair Value
of Equity
Awards
($)(i)
​ ​
Year over
Year Change
in Fair
Value of
Outstanding
and
Unvested
Equity
Awards
($)(i)
​ ​
Fair Value as
of Vesting Date
of Equity
Awards
Granted and
Vested in the
Year
($)
​ ​
Year over Year
Change in Fair
Value of Equity
Awards
Granted in
Prior Years
that Vested
in the Year
($)(i)
​ ​
Fair Value at
the End of
the Prior Year
of Equity Awards
that Failed
to Meet Vesting
Conditions in
the Year
($)
​ ​
Value of
Dividends or
other Earnings
Paid on Stock
or Option
Awards
not Otherwise
Reflected in
Fair Value or
Total
Compensation
($)
​ ​
Total
Equity
Award
Adjustments
($)
​
​
2024 ​ ​ ​ ​ 1,958,303 ​ ​ ​ ​ ​ -750,635 ​ ​ ​ ​ ​ 0 ​ ​ ​ ​ ​ -2,196,608 ​ ​ ​ ​ ​ 0 ​ ​ ​ ​ ​ 0 ​ ​ ​ ​ ​ -988,940 ​ ​
​
(i)
Dividends are included in the “Year End Fair Value of Equity Awards”, “Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards” and “Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year”.
​
(6)
Amounts represent the cumulative total of our common stock for the period beginning on the market close on the last trading day before January 1, 2020, the earliest fiscal year in the table, through and including December 31, 2024, the end of the fiscal year for which cumulative total shareholder return is being calculated. The closing price at the measurement point has been converted into a fixed investment of one hundred dollars. The amount included in the table is the value of such fixed investment based on the cumulative total stockholder return as of the end of each year, including reinvestment of dividends.
​
(7)
The peer group used for this purpose is the S&P 500 Media & Entertainment Index, which we also use in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report on Form 10-K for the year ended December 31, 2024. We have used the same methodology described above for calculating the total stockholder return of our common stock in calculating the total stockholder return of the S&P 500 Media & Entertainment Index.
​
(8)
The dollar amount for 2024 represents the Company’s net loss as reflected in the Company’s audited consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2024. Net income amounts for the years 2020, 2021, 2022, and 2023 have been restated based on the Transactions and conform to amount contained in our Annual Report on Form 10-K for the year ended December 31, 2024.
​
(9)
We determined Adjusted EBITDA to be the most important financial measure used to link our performance to CAP for our PEO and Non-PEO NEOs for fiscal year 2024. Adjusted EBITDA is not calculated and presented in accordance with GAAP and is therefore a “Non-GAAP” measure. Refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Financial and Operating Metrics—Glossary” section in our annual reports for each of the fiscal years ended December 31, 2024, December 31, 2023, December 31, 2022, December 31, 2021, and December 31, 2020 for a discussion of such Non-GAAP financial measure, and a reconciliation to the most directly comparable GAAP measure. We may determine a different financial performance measure to be the most important financial performance measure in future years.
​
        
Company Selected Measure Name Adjusted EBITDA        
Named Executive Officers, Footnote
(1)
The dollar amounts reported in column (b) for 2024, 2023 and 2022 are the amounts of total compensation reported for our PEO for each of those years in the “Total” column of the Summary Compensation Table set forth on page 54. The dollar amounts reported in column (b) for 2021 and 2020 is the amount of total compensation reported for our PEO in the Summary Compensation Table contained in Sirius XM Holdings Inc.’s Proxy Statements filed with the SEC on April 18, 2022 and April 20, 2021, reduced to correct an inadvertent overstatement of certain amounts attributable to dividends reported in the “All Other Compensation” column for Mr. Meyer in 2020. Our PEO for fiscal years 2024, 2023, 2022 and 2021 was Jennifer C. Witz. Our PEO for fiscal year 2020 was James E. Meyer.
(3)
The dollar amounts reported in column (d) for 2024, 2023 and 2022 represent the average of the amounts of total compensation reported for our non-PEO NEOs as a group for each of those years in the “Total” column of the Summary Compensation Table set forth on page 54. The dollar amount reported in column (d) for 2021 and 2020 represents the average of the amounts of total compensation reported for our non-PEO NEOs as a group in 2021 and 2020 in the “Total” column of the Summary Compensation Table contained in Sirius XM Holdings Inc.’s Proxy Statements filed with the SEC on April 18, 2022 and April 20, 2021, increased to correct an inadvertent understatement of the grant date fair value of stock awards granted to Mr. Greenstein, which was partially offset by an overstatement of certain amounts attributable to dividends for him reported in the “All Other Compensation” column, in 2020. The non-PEO NEOs included for purposes of such calculations are as follows: (i) for fiscal year 2024, Thomas D. Barry, Scott A. Greenstein, Patrick L. Donnelly, Wayne D. Thorsen, Joseph Inzerillo and Joseph A. Verbrugge, (ii) for fiscal year 2023, Thomas D. Barry, Patrick L. Donnelly, Scott A. Greenstein, Joseph Inzerillo and Sean S. Sullivan, (iii) for fiscal year 2022, Patrick L. Donnelly, Joseph Inzerillo, Sean S. Sullivan and Joseph A. Verbrugge, (iv) for fiscal year 2021, Dara F. Altman, Patrick L. Donnelly, Scott A. Greenstein, and Sean S. Sullivan and (v) for fiscal year 2020, Patrick L. Donnelly, David J. Frear, Scott A. Greenstein, Sean S. Sullivan and Jennifer C. Witz.
       
Peer Group Issuers, Footnote
(7)
The peer group used for this purpose is the S&P 500 Media & Entertainment Index, which we also use in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report on Form 10-K for the year ended December 31, 2024. We have used the same methodology described above for calculating the total stockholder return of our common stock in calculating the total stockholder return of the S&P 500 Media & Entertainment Index.
       
PEO Total Compensation Amount $ 37,084,318 $ 7,164,547 $ 6,013,500 $ 32,104,884 $ 19,451,654
PEO Actually Paid Compensation Amount $ 12,294,325 3,069,433 4,663,992 32,156,057 18,498,193
Adjustment To PEO Compensation, Footnote
The following table provides reconciling information for the amounts reported in the Summary Compensation Table for our PEO for each of the years set forth below to the amount of CAP.
Year
​ ​
Summary
Compensation
Table Total
($)(i)
​ ​
Deductions
from Summary
Compensation
Table Total
($)(ii)
​ ​
Additions to
Summary
Compensation
Table Total
($)(iii)
​ ​
CAP
($)
​
​
2024 ​ ​ ​ ​ 37,084,318 ​ ​ ​ ​ ​ -32,726,659 ​ ​ ​ ​ ​ 7,936,666 ​ ​ ​ ​ ​ 12,294,325 ​ ​
2023 ​ ​ ​ ​ 7,164,547 ​ ​ ​ ​ ​ 0 ​ ​ ​ ​ ​ -4,095,114 ​ ​ ​ ​ ​ 3,069,433 ​ ​
2022 ​ ​ ​ ​ 6,013,500 ​ ​ ​ ​ ​ 0 ​ ​ ​ ​ ​ -1,349,508 ​ ​ ​ ​ ​ 4,663,992 ​ ​
2021 ​ ​ ​ ​ 32,104,884 ​ ​ ​ ​ ​ -24,096,945 ​ ​ ​ ​ ​ 24,148,118 ​ ​ ​ ​ ​ 32,156,057 ​ ​
2020 ​ ​ ​ ​ 19,451,654 ​ ​ ​ ​ ​ -9,999,997 ​ ​ ​ ​ ​ 9,046,536 ​ ​ ​ ​ ​ 18,498,193 ​ ​
(i)
The dollar amounts reported for 2024, 2023 and 2022 in the “Average Summary Compensation Table Total” column for our PEO and our non-PEO NEOs were derived from the Summary Compensation Table set forth on page 54. The dollar amounts reported for 2021 and 2020 in the “Average Summary Compensation Table Total” column were derived from the Summary Compensation Table contained in Sirius XM Holdings Inc.’s Proxy Statements filed with the SEC on April 18, 2022 and April 20, 2021, increased to correct an inadvertent understatement of the grant date fair value of stock awards granted to Mr. Greenstein, which was partially offset by an overstatement of certain amounts attributable to dividends reported for him in the “All Other Compensation” column, in 2020.
​
(ii)
The dollar amounts represent the grant date fair value of equity-based awards granted each year to the PEO, and the average grant date fair value of equity-based awards granted each year for the non-PEO NEOs, as reported in the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table for fiscal years 2024, 2023, 2022, 2021 and 2020.
​
(iii)
The dollar amounts reflect the value of equity-based awards granted to the PEO, and the average value of the equity-based awards for the non-PEO NEOs, calculated in accordance with the methodology contained in the SEC’s rules for determining CAP for each year shown. The equity-based awards component of CAP for fiscal year 2024 is detailed in the supplemental table below.
The table below illustrates the calculations described in this footnote (5) with respect to the equity component of the PEO’s CAP for fiscal year 2024:
Year
​ ​
Year End
Fair Value
of Equity
Awards
($)(i)
​ ​
Year over
Year Change
in Fair
Value of
Outstanding
and
Unvested
Equity
Awards
($)(i)
​ ​
Fair Value as
of Vesting Date
of Equity
Awards
Granted and
Vested in the
Year
($)
​ ​
Year over Year
Change in Fair
Value of Equity
Awards
Granted in
Prior Years
that Vested
in the Year
($)(i)
​ ​
Fair Value at
the End of
the Prior Year
of Equity Awards
that Failed
to Meet Vesting
Conditions in
the Year
($)
​ ​
Value of
Dividends or
other Earnings
Paid on Stock
or Option
Awards
not Otherwise
Reflected in
Fair Value or
Total
Compensation
($)
​ ​
Total
Equity
Award
Adjustments
($)
​
​
2024 ​ ​ ​ ​ 6,665,867 ​ ​ ​ ​ ​ 0 ​ ​ ​ ​ ​ 1,270,799 ​ ​ ​ ​ ​ 0 ​ ​ ​ ​ ​ 0 ​ ​ ​ ​ ​ 0 ​ ​ ​ ​ ​ 7,936,666 ​ ​
(5)
(i)
Dividends are included in the “Year End Fair Value of Equity Awards”, “Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards” and “Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year”.
       
Non-PEO NEO Average Total Compensation Amount $ 5,924,613 2,981,599 9,383,278 5,080,375 7,478,674
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,250,541 1,013,440 8,100,880 4,749,683 5,888,625
Adjustment to Non-PEO NEO Compensation Footnote
The following table provides reconciling information for the average amounts reported in the Summary Compensation Table for our non-PEO NEOs for each of the years set forth below to the amount of CAP.
Year
​ ​
Average
Summary
Compensation
Table Total
($)(i)
​ ​
Deductions from
Average Summary
Compensation
Table Total
($)(ii)
​ ​
Additions to
Average
Summary
Compensation
Table Total
($)(iii)
​ ​
CAP
($)
​
​
2024 ​ ​ ​ ​ 5,924,613 ​ ​ ​ ​ ​ -3,685,132 ​ ​ ​ ​ ​ -988,940 ​ ​ ​ ​ ​ 1,250,541 ​ ​
2023 ​ ​ ​ ​ 2,981,599 ​ ​ ​ ​ ​ -558,397 ​ ​ ​ ​ ​ -1,409,762 ​ ​ ​ ​ ​ 1,013,440 ​ ​
2022 ​ ​ ​ ​ 9,383,278 ​ ​ ​ ​ ​ -6,908,382 ​ ​ ​ ​ ​ 5,625,984 ​ ​ ​ ​ ​ 8,100,880 ​ ​
2021 ​ ​ ​ ​ 5,080,375 ​ ​ ​ ​ ​ -1,819,221 ​ ​ ​ ​ ​ 1,488,529 ​ ​ ​ ​ ​ 4,749,683 ​ ​
2020 ​ ​ ​ ​ 7,478,674 ​ ​ ​ ​ ​ -3,921,152 ​ ​ ​ ​ ​ 2,331,103 ​ ​ ​ ​ ​ 5,888,625 ​ ​
(i)
The dollar amounts reported for 2024, 2023 and 2022 in the “Average Summary Compensation Table Total” column for our PEO and our non-PEO NEOs were derived from the Summary Compensation Table set forth on page 54. The dollar amounts reported for 2021 and 2020 in the “Average Summary Compensation Table Total” column were derived from the Summary Compensation Table contained in Sirius XM Holdings Inc.’s Proxy Statements filed with the SEC on April 18, 2022 and April 20, 2021, increased to correct an inadvertent understatement of the grant date fair value of stock awards granted to Mr. Greenstein, which was partially offset by an overstatement of certain amounts attributable to dividends reported for him in the “All Other Compensation” column, in 2020.
​
(ii)
The dollar amounts represent the grant date fair value of equity-based awards granted each year to the PEO, and the average grant date fair value of equity-based awards granted each year for the non-PEO NEOs, as reported in the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table for fiscal years 2024, 2023, 2022, 2021 and 2020.
​
(iii)
The dollar amounts reflect the value of equity-based awards granted to the PEO, and the average value of the equity-based awards for the non-PEO NEOs, calculated in accordance with the methodology contained in the SEC’s rules for determining CAP for each year shown. The equity-based awards component of CAP for fiscal year 2024 is detailed in the supplemental table below.
The table below illustrates the calculations described in this footnote (5) with respect to the average equity component of the non-PEO NEO’s CAP for fiscal year 2024:
Year
​ ​
Year End
Fair Value
of Equity
Awards
($)(i)
​ ​
Year over
Year Change
in Fair
Value of
Outstanding
and
Unvested
Equity
Awards
($)(i)
​ ​
Fair Value as
of Vesting Date
of Equity
Awards
Granted and
Vested in the
Year
($)
​ ​
Year over Year
Change in Fair
Value of Equity
Awards
Granted in
Prior Years
that Vested
in the Year
($)(i)
​ ​
Fair Value at
the End of
the Prior Year
of Equity Awards
that Failed
to Meet Vesting
Conditions in
the Year
($)
​ ​
Value of
Dividends or
other Earnings
Paid on Stock
or Option
Awards
not Otherwise
Reflected in
Fair Value or
Total
Compensation
($)
​ ​
Total
Equity
Award
Adjustments
($)
​
​
2024 ​ ​ ​ ​ 1,958,303 ​ ​ ​ ​ ​ -750,635 ​ ​ ​ ​ ​ 0 ​ ​ ​ ​ ​ -2,196,608 ​ ​ ​ ​ ​ 0 ​ ​ ​ ​ ​ 0 ​ ​ ​ ​ ​ -988,940 ​ ​
(i)
Dividends are included in the “Year End Fair Value of Equity Awards”, “Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards” and “Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year”.
       
Compensation Actually Paid vs. Total Shareholder Return [MISSING IMAGE: bc_tsr-pn.jpg]        
Compensation Actually Paid vs. Net Income
[MISSING IMAGE: bc_netincome-pn.jpg]
(1)
The 2024 net loss reflects non-cash impairment charges of approximately $3.36 billion, primarily resulting from an assessment of the fair value of the company’s goodwill based on a sustained lower share price, as SiriusXM’s share price converged with those of the Liberty Media tracking stocks heading into the closing of the Transactions.
       
Compensation Actually Paid vs. Company Selected Measure [MISSING IMAGE: bc_measure-pn.jpg]        
Total Shareholder Return Vs Peer Group [MISSING IMAGE: bc_tsr-pn.jpg]        
Tabular List, Table
Most Important Performance Measures
​ ​
​
Total Revenue ​ ​
​
 ​
Adjusted EBITDA ​ ​ ​ ​
Free Cash Flow ​ ​
​
 ​
Sirius XM Self-Pay Subscriber at End of Period ​ ​ ​ ​
Relative Total Stockholder Return ​ ​
​
 ​
       
Total Shareholder Return Amount $ 36.14 83.9 87.65 90.57 89.88
Peer Group Total Shareholder Return Amount 216.58 153.89 92.95 166.16 131.17
Net Income (Loss) $ (2,075,000,000) $ 988,000,000 $ 1,118,000,000 $ 1,338,000,000 $ 10,000,000
Company Selected Measure Amount 2,732,000,000 2,790,000,000 2,833,000,000 2,770,000,000 2,575,000,000
PEO Name Jennifer C. Witz        
Measure:: 1          
Pay vs Performance Disclosure          
Name Total Revenue        
Measure:: 2          
Pay vs Performance Disclosure          
Name Adjusted EBITDA        
Non-GAAP Measure Description
(9)
We determined Adjusted EBITDA to be the most important financial measure used to link our performance to CAP for our PEO and Non-PEO NEOs for fiscal year 2024. Adjusted EBITDA is not calculated and presented in accordance with GAAP and is therefore a “Non-GAAP” measure. Refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Financial and Operating Metrics—Glossary” section in our annual reports for each of the fiscal years ended December 31, 2024, December 31, 2023, December 31, 2022, December 31, 2021, and December 31, 2020 for a discussion of such Non-GAAP financial measure, and a reconciliation to the most directly comparable GAAP measure. We may determine a different financial performance measure to be the most important financial performance measure in future years.
       
Measure:: 3          
Pay vs Performance Disclosure          
Name Free Cash Flow        
Measure:: 4          
Pay vs Performance Disclosure          
Name Sirius XM Self-Pay Subscriber at End of Period        
Measure:: 5          
Pay vs Performance Disclosure          
Name Relative Total Stockholder Return        
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (32,726,659) $ 0 $ 0 $ (24,096,945) $ (9,999,997)
PEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 7,936,666 (4,095,114) (1,349,508) 24,148,118 9,046,536
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 6,665,867        
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,270,799        
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (3,685,132) (558,397) (6,908,382) (1,819,221) (3,921,152)
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (988,940) $ (1,409,762) $ 5,625,984 $ 1,488,529 $ 2,331,103
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,958,303        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (750,635)        
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (2,196,608)        
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0