SIRIUS XM HOLDINGS INC. SIRI

37% shingled-prose overlap between the two filings.

2025: 56,625 chars · 2026: 54,627 chars

• Committee Report:67% overlap (493 → 506 chars)
• Pay Ratio (Item 402(u)):41% overlap (3,335 → 3,159 chars)
• Say-on-Pay proposal:5% overlap (3,029 → 2,213 chars)

• changedThis 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, officerswhose compensation for 2025 2024is required to be reported in the summary compensation table pursuant to Item 402(a) of Regulation S-K.
• changedFor 2025, 2024,our named executive officers (or “NEOs”) were:
• changedBarry ​ ​ Former Executive Vice President and Chief Financial Officer ​ Scott A.
• changedGreenstein ​ ​ President and Chief Content Officer ​ Wayne D. PatrickL.
• changedThorsen ​ ​ Executive Vice President and Chief Operating Officer ​ Richard N. JosephInzerillo​​FormerChiefProductandTechnologyOfficer​JosephA.
• changedBaer Donnelly​ ​ Former Executive Vice President, General Counsel and Secretary ​ WayneD.
• newIn 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.
• newOn 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 assist with the transition of his duties and responsibilities.
• changedIn addition, in January 2026, 2025,we announced that Mr. Baer Donnellyhad informed us that he planned to retire as Executive Vice President, General Counsel and Secretary during 2026. 2025.
• newOn February 9, 2026, Eve Konstan became our new Executive Vice President, Chief Legal Officer and Secretary, replacing Mr. Baer, who served as an advisor to the Chief Legal Officer on a part-time basis through March 6, 2026, to assist with the transition of his duties and responsibilities.
• newOur Compensation Committee regularly evaluates our executive compensation program to ensure that it remains aligned with stockholder interests, market practices, and our long-term strategic objectives.
• changedAs a result of this review, the Compensation Committee determined that, starting in 2025, our annual equity awards would no longer include stock options, and our annual performance-based equity awards would be restructured to focus on free cash flow with a relative total shareholder return (“TSR”) TSRmodifier.
• newIn the Compensation Committee’s view, this approach is consistent with market practice and reinforces a strong pay-for-performance philosophy by effectively aligning our executives’ interests with our long-term financial performance and stockholder value creation.
• newAdditionally, the Compensation Committee established a peer group in early 2025 for market comparisons of pay levels and pay practices.
• newThe peer group is representative of talent-market competitors with similar revenue size, market-capitalization value, and complexity and will be reviewed annually for continued relevance.
• newPeer group data serves as one reference point among several factors considered by the Compensation Committee and is not determinative of individual compensation decisions.
• newPhilosophy
• newThe objectives for our executive compensation program are to:
• changedPhilosophyTheobjectivesforourexecutivecompensationprogramareto:•blacklining:none; Provide competitive compensation opportunities that are aligned with market standards for companies in our selected peer group.
• new​ 36 ​ ​ ​ ​ 2026 PROXY STATEMENT ​
• changed​•blacklining:none; Motivate executive officers to achieve bothannualandlong-termoperating and financial goals contained in our performance- based annual bonus plan and long-term rewardperformance share plans. basedonattainmentofthosegoals.
• changed​•blacklining:none; Balance performance risk and rewards in the context of our business environment.
• changed​The Compensation Committee recognizes the importance of identifying specific financial and operating metrics for measuring executive performance, as well as absolute and relative TSR totalstockholderreturnsin our long-term incentives.
• changedAsabroadlyheldpubliccompanyfollowingthespin-off,Our Compensation Committee has adopted a formulaic approach to the compensation of our NEOs but retains the right to exercise informed judgment discretionin compensation decisions.
• newSuch judgment may be applied upward or downward and is intended to ensure that compensation outcomes appropriately reflect overall Company performance and individual contributions.
• changedWith respect to bonuses, the Compensation Committee administered the bonus plan for executive officers in 2025 2024in a manner that was formulaic, while still retaining flexibility discretionto determine individual bonus amounts for NEOs NEO’sbased on additional factors it considered as relevant. initsbusinessjudgment.
• newKey Elements of our Executive Compensation Program
• changedKeyElementsofourExecutiveCompensationProgramThe following table describes the core elements of our 2025 2024executive compensation program and why we selected each element:
• changedFor 2025, 2024,approximately 90% 87%of our Chief Executive Officer’s total annual targetdirectcompensation (defined as base salary, targetannual bonus earned for 2025, and annualized long-term incentive grant-date fair value) awardvalue),and approximately 85% 80%of the total annual directcompensation for our other NEOs was “at risk,” as illustrated below.
• newFor purposes of this calculation, long-term incentive compensation reflects the annualized grant-date fair value of the most recent equity awards, calculated by dividing the total grant-date fair value by the number of years in the applicable vesting period.
• new​ ​ ​ 2026 PROXY STATEMENT ​ ​ 37 ​
• newThe pay mix charts above illustrate 2025 annual compensation for the CEO and other NEOs, consisting of annual base salary, annual bonus earned for 2025, and the annualized value of long-term equity awards.
• newRegular grants exclude one time “special awards” or sign-on equity awards granted in connection with the commencement of employment, as such awards are not considered part of ongoing compensation structure and would otherwise distort year-over-year comparability.
• changedIn making decisions with respect to an NEO’s compensation, the Compensation Committee took a holistic approach and considered both Company performance and individual performance and, in addition to the above, consideredseveral other factors, including:
• changedblacklining:none; the officer’s financial and operating performance, operating,level of responsibility, expertise and experience;
• changedblacklining:none; whether a pay package for a specific NEO namedexecutiveofficeris aligned internally with the compensation levels of comparable executives within our organization;
• newblacklining:none; the size and mix of each element of total compensation, including base salary, annual bonus and long- term incentives; and
• changedblacklining:none; other compensation and benefits, including compensation payable under toan officerundertheofficer’semployment agreement upon a termination of employment.
• changedDepending on the performance of our Company and the individual officer’s performance, as well as the various factors discussed above, the total compensation of our NEOs could have been within, below or above the median market range for their positions.
• changed(For example, each current NEO is employed pursuant to an employment agreement described under “Potential Payments or Benefits Upon Termination or Change in Control-Employment Agreements”). Agreements”.
• changed​ 38 ​ ​ ​ ​ 2026 2025PROXY STATEMENT ​
• changed​ What We Do ​ ​ ☑ blacklining:none; Grant performance-based restricted stock units (PRSUs) toensurethat are primarily alargeportionofexecutivepayistied to multi-year cumulative free cash flow corporateperformance, with includinguseofa relative TSR modifier to further align outcomes with those of our stockholders asaperformancemetric​ ☑ blacklining:none; Maintain a compensation clawback policy and include recoupment clawbackprovisions in our executive employment agreements ​ ☑ blacklining:none; Provide reasonable post-employment and change-in-control changeincontrolprotections ​ ☑ blacklining:none; Include a “double-trigger” change-in-control changeincontrolprovision in our Sirius XM Holdings Inc. 2024 Long-Term Stock Incentive Plan ​ ☑ blacklining:none; Beginningin2025,Require executives to hold designated levels of our common stock ​ ☑ blacklining:none; Prohibit short sales, transactions in derivatives and other hedging activities of our common stock by employees ​ ☑ blacklining:none; Use an independent compensation consultant to advise the Compensation Committee ​ ​
• changedThe Compensation Committee is responsible for developing and maintaining a compensation program for our senior management, including our NEOs, that aligns compensation decisions with our corporate objectives and strategies.
• changedThe goal of our compensation program programsis to providecompetitivecompensationpackagesthat(1) help ensure we attract and retain the high caliber executives we need to achieve our business strategy and financial goals, (2) motivate our executives to deliver a return to our stockholders over the long-term and (3) compensate our executives in a way that is commensurate with their responsibilities and appropriately encourages and rewards company-based performance.
• changedTo achieve this, the Compensation Committee designs our compensation packages to reward (1) performance as measured by our operating and financial results, and (2) TSR stockpricegrowthon an absolute and a relative basis.
• changedThe Compensation Committee seeks to ensure that a large portion of our NEO namedexecutiveofficers’compensation is performance-based and/or equity-linked rather than fixed, and awards are balanced between short- and long-term compensation to incentivize our executives to achieve strong operating and financial results, while achieving long-term objectives.
• changedThe Compensation Committee believes that our ability to attract and retain talented and experienced individuals to think strategically and execute the Company’s business objectives is willbeessential to our long-term success, particularly in light of the competitive, regulatory and technological environments in which we operate.
• newRole of Executive Officers in Determining Executive Compensation
• changedRoleofExecutiveOfficersIn determining 2025 ExecutiveCompensation​Indetermining2024compensation levels, including thesizeandpotentialawardopportunityofequity-based awards, if any, for each NEO (other than the Chief Executive Officer), the Compensation Committee also consulted with and considered the recommendationsandinputofMs.Witz,ourChiefExecutiveOfficer.
• changed​ ​ ​ 2026 2025PROXY STATEMENT ​ ​ 39 ​
• newrecommendations and input of Ms. Witz, our Chief Executive Officer.
• newMs. Witz’s recommendations were based on our Company-wide performance and the individual performance of each NEO.
• newRole of Outside Consultant
• changedDuring 2025, InNovember2024,the Compensation Committee continued to engage engagedMeridian Compensation Partners, LLC (“Meridian”) as its independent compensation consultant.
• changedMeridian was retained to advise the Compensation Committee on various matters pertaining to compensation for our executives, senior management and non-employee nonemployeedirectors.
• changedThe Compensation Committee determined that Meridian was independent (taking into consideration the six factors established by NASDAQ) and evaluated whether any of the work provided by Meridian during 2025 2024raised any conflict of interest and determined that it did not.
• new2025 Compensation Peer Group
• changedIn January early2025, based on the recommendations of Meridian, the Compensation Committee alsoapproved a peer group group,consistingof 18 companies companies,for purposes of reviewing individual compensation levels of our NEOs as compared to market, but did not specifically determine compensation levels based on benchmarking, although the Compensation Committee does intend to take benchmarking into account.
• newIn July 2025, the Compensation Committee reviewed the composition of the peer group and approved an updated peer group consisting of 17 companies.
• newIn connection with this review, the Compensation Committee removed Endeavor Group Holdings, Inc. and The Interpublic Group of Companies, Inc., and added Snap Inc., based on its assessment of industry alignment, market capitalization, and total revenue of each peer company.
• newThe removal of certain companies from the peer group reflected significant corporate transactions completed during 2025 that altered their business structure and public company status.
• newBased on its review, the Compensation Committee determined that updates to the peer group were appropriate in light of these developments.
• changedOur current Thispeer group consists consistedof the following companies:
• changed​ ​ AMC Networks, Inc.​​​LionsgateStudiosCorp.​​​Roku,Inc. ​​​​EchoStarCorporation​ ​ ​ Live Nation Entertainment, Inc. ​ ​ ​ Spotify Technology S.A.
• changed​ ​ ​ ​ EchoStar Corporation ElectronicArts,Inc.​ ​ ​ Match Group, Inc. ​ ​ ​ Snap Take-TwoInteractiveSoftware,Inc. ​ ​ ​ ​ Electronic Arts, EndeavorGroupHoldings,Inc. ​ ​ ​ News Corporation ​ ​ ​ Take-Two Interactive Software, TEGNAInc. ​ ​ ​ ​ Fox Corporation ​ ​ ​ Nexstar Media Group, Inc. ​ ​ ​ TEGNA TheInterpublicGroupofCompanies,Inc. ​ ​ ​ ​ IAC, Inc. ​ ​ ​ Omnicom Group Inc. ​ ​ ​ Warner Music Group Corp. ​ ​ ​ ​ Lionsgate Studio Corp. ​ ​ ​ Roku, Inc. ​ ​ ​ ​ ​ ​
• changedThe Compensation Committee determinedthispeergroupbytakingintoaccounttheindustry,marketcapitalizationandtotalrevenueofeachpeercompanyandintends to evaluate the peer group on an annual basis to assess whether the peer group remains appropriate.
• changedMeridian has advised the Compensation Committee that SiriusXM is ourcompensationpracticesforourNEOswouldbenear the median of this peer group based on both revenue and market capitalization, which the Compensation Committee believes demonstrates that the peer group is an appropriate comparison to use when reviewing our compensation levels.
• new2025 Compensation Elements
• changed2024CompensationElements​Our practices with respect to the key compensation elements (base salary, annual bonus, and long-term incentives), as well as other elements of compensation, are described below, followed by a discussion of any specific factors considered in determining the levels and mix of these compensation elements for our NEOs for 2025. 2024.
• new2025 Base Salaries
• changed2024BaseSalaries​Base salaries for the NEOs are determined in accordance with the terms of their respective employment agreements.
• changed​ 40 ​ ​ ​ ​ 2026 2025PROXY STATEMENT ​
• changedbase-salary review or at other times if the Committee (or the Board for the CEO) determines an adjustment is warranted for competitive-market and/or performance-recognition purposes.
• changedThe base salaries set forth in the employment agreements and any increases over these amounts are determinedbytheCompensationCommitteebased on a variety of factors, including:
• changedblacklining:none; The expertise, demonstrated leadership, scope of responsibilities, job performance, responsibilitiesand advancement potential jobperformanceof the executive.
• changedblacklining:none; The executive’s total compensation including cash annual bonus and long-term incentive incentivesawards.
• changedThe 2025 2024annual base salaries of our NEOs are set forth in the table below:
• changed​ Named Executive Officer ​ ​ ​ ​ ​ 2025 2024Base Salaries ​ ​ ​ Jennifer C.
• changedBarry ​ ​ ​ $ 875,000 850,000​ ​ Scott A.
• newThorsen ​ ​ ​ $ 1,150,000 ​ ​ Richard N.

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