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SIRIUS XM HOLDINGS INC.SIRI

Latest proxy: 2026 · view on SEC ↗ · CIK 0000908937

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CEO total pay

$8,012,795

Jennifer C. Witz · 2025

Say on pay

98%

Latest disclosed shareholder vote

CEO pay ratio

Item 402(u)

52 to 1

Median employee: $8,012,795

Compensation committee

CD&A

Compensation Committee

Per the latest proxy

Filings indexed: 2 · 2026 · 2025

Executive pay

What did they pay them?

From the Summary Compensation Table. Pay mix and YoY are computed from these rows.

ExecutiveRoleTotalYoYPay mixSalaryStockCash incentiveOther
Jennifer C. Witz2025 compensation
Chief Executive Officer
$8,012,795↓ 78%
75% at-risk
$2,000,000—$6,000,000$12,795
Thomas D. Barry2025 compensation
Executive Vice President and Chief Financial Officer
$6,360,215↑ 34%
86% at-risk
$872,877$4,678,338$800,000$9,000
Wayne D. Thorsen2025 compensation
Executive Vice President and Chief Operating Officer
$8,286,752↑ 1004%
83% at-risk
$1,150,000$5,048,066$1,850,000$238,686
Richard N. Baer2025 compensation
Executive Vice President, General Counsel and Secretary
$7,750,349
89% at-risk
$832,877$4,908,818$1,500,000$8,654
Scott A. Greenstein2025 compensation
President and Chief Content Officer
$5,101,962↓ 77%
67% at-risk
$1,700,000—$3,400,000$1,962

Pay mix: base cash incentive equity other

Add to peer comparison →Year-over-year diff →

CD&A excerpt

Compensation discussion & analysis

Opening passage of the loaded filing's CD&A. Use Ask below to query the full text with citations.

INTRODUCTION This Compensation Discussion and Analysis, or “CD&A,” describes and analyzes our executive compensation program for our Chief Executive Officer, former Chief Financial Officer, and those other executive officers, current and former, whose compensation for 2025 is required to be reported in the summary compensation table pursuant to Item 402(a) of Regulation S-K. For 2025, our named executive officers (or “NEOs”) were: Name ​ ​ Title ​ Jennifer C. Witz ​ ​ Chief Executive Officer ​ Thomas D. Barry ​ ​ Former Executive Vice President and Chief Financial Officer ​ Scott A. Greenstein ​ ​ President and Chief Content Officer ​ Wayne D. Thorsen ​ ​ Executive Vice President and Chief Operating Officer ​ Richard N. Baer ​ ​ Former Executive Vice President, General Counsel and Secretary ​ In November 2025, we announced that Mr. Barry would be stepping down as our Executive Vice President and Chief Financial Officer effective as of the end of the day on December 31, 2025. On January 1, 2026, Zac Coughlin became our new Executive Vice President and Chief Financial Officer, replacing Mr. Barry, who served as an advisor to the Chief Financial Officer until February 6, 2026, to assi…

Read the full CD&A on SEC.gov ↗

Peer comparison

Who they benchmark against

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Governance

Policy guardrails

  • hedging

    prohibited

    “(2) appropriate policies are in place for compensation risk mitigation such as ownership guidelines, clawbacks, and hedging/​pledging prohibitions”

  • pledging

    prohibited

    “(2) appropriate policies are in place for compensation risk mitigation such as ownership guidelines, clawbacks, and hedging/​pledging prohibitions”

  • clawback

    present

    “clawback policy and include recoupment provisions in our executive employment agreements ​ ☑ blacklining:none”

  • stock ownership guidelines

    present

    “Stock Ownership Requirement The Compensation Committee believes that executive officers and directors of the Company should own and hold Sirius XM common stock to further align their interests with the long-term interest…”

  • change in control

    Provide special change in control benefits to executives ​ ​

    “Provide special change in control benefits to executives ​ ​”

  • compensation consultant

    independent

    “independent compensation consultant”

  • compensation committee

    Compensation Committee

    “Compensation Committee EDDY W”

Performance markers

Metric facts

  • revenue

    $2

    “bonus plan adopted by the Compensation Committee, in 2025, cash awards are earned from 0% to 150% of target based on three performance metrics that the Compensation Committee concluded, in its business judgment, were imp…”

  • annual incentive payout

    100%

    “The Compensation Committee administered the bonus plan for executive officers (other than the CEO) in 2025 in a manner that was formulaic, while retaining discretion to determine individual bonus amounts for the NEOs bas…”

  • performance equity mix

    50%

    “​ ​ ​ Performance-Based RSUs (Relative TSR) (Pre-2025 Grants) ​ ​”

  • time equity mix

    80%

    “​ ​ ​ Time-Based RSUs ​ ​”

  • say on pay

    98%

    “At our 2025 annual stockholders’ meeting, our stockholders considered an advisory, non-binding proposal on the frequency of holding “say on pay” votes (a “say-on-frequency proposal”).”

  • ceo pay ratio

    52 to 1

    “Executive Officer, we used the amount reported for Ms. Witz in the “Total” column of the 2025 Summary Compensation Table included in this proxy statement, which was $8,012,795. Based on Ms. Witz’s annual total compensati…”

  • median employee compensation

    $8,012,795

    “total compensation of our Chief Executive Officer, we used the amount reported for Ms. Witz in the “Total” column of the 2025 Summary Compensation Table included in this proxy statement, which was $8,012,795. Based on Ms…”

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