Sirius CEO's Salary, Bonus Up, Liberty Adds 2 To Sirius Board
13 4월 2011 - 7:26AM
Dow Jones News
Sirius XM Radio Inc. (SIRI) Chief Executive Mel Karmazin
received total compensation for 2010 worth about $9.9 million, down
roughly three-quarters from his 2009 compensation, which included
$35.2 million in stock option awards.
Karmazin's compensation for 2010, disclosed in a filing with the
Securities and Exchange Commission on Tuesday, included a higher
salary and bonus than the year before. His salary rose to $1.5
million from $1.25 million, while his bonus increased to $8.4
million from $7 million.
Sirius also said in the proxy filing that Karmazin will receive
payments and benefits valued at between $108 million to $119.8
million in the event of a change of control of the company or
Karmazin's termination under certain circumstances. That amount is
mainly comprised of the $108 million value at December 31, 2010, of
options and restricted stock that would vest immediately upon
change of control or certain employment-termination scenarios.
In the proxy, Sirius highlighted the new deal it struck late
last year to keep popular and controversial broadcaster Howard
Stern on its airwaves for another five years, saying it was among
several "achievements and other measures that contributed to [its]
continued growth and success." Many credit Stern and his legions of
fans for giving Sirius a viable business model and ultimately
leading to Sirius merging with the once much larger XM nearly three
years ago, and Karmazin didn't join Sirius as CEO until after the
company announced it had lured Stern away from his top-rated
morning show on terrestrial radio.
Last month, Stern sued Sirius, claiming he and his agent were
denied multiple stock bonuses under his employment agreement, based
on subscriber targets Stern claims were well exceeded, thanks in no
small part to him. The suit didn't specify damages, but judging by
awards he received shortly after joining the company in 2006, the
bonuses he claims he is owed appear to be well into the tens of
millions, if not in the hundreds of millions, of shares.
Representatives of Stern couldn't immediately be reached and a
Sirius spokesman didn't immediately respond to an email request for
comment.
Also Tuesday, Sirius said Liberty Media Corp. (LCAPA, LINTA,
LSTZA) exercised an option to appoint two new members to the board
of Sirius XM, according to a separate filing with the Securities
and Exchange Commission.
Liberty appointed Vanessa Wittman, chief financial officer with
Marsh & McLennan Cos. (MMC), and Carl Vogel, former president
of Dish Network Corp. (DISH), as independent directors on Sirius
XM's board.
Those two join John Malone, Liberty's chairman and controlling
shareholder, on Sirius XM's board, along with Liberty's chief
executive, Greg Maffei, and its chief financial officer, David
Flowers. The number of seats on the board was increased by two to
13.
Sirius XM disclosed that Liberty has the right to appoint and
elect a number of members to the satellite radio company's board of
directors in proportion with its ownership levels. At the end of
2010, Liberty owned $337 million worth of Sirius XM's public debt,
as well as preferred stock in Sirius XM that is convertible into
common stock representing about 40% of its outstanding equity.
Liberty gained its Sirius XM stake by lending money to the
company in 2009 when it was on the brink of bankruptcy. The
investment has since paid off handsomely for Liberty, and the media
company's executives have been optimistic about the prospects for
satellite radio.
-By Nat Worden, Dow Jones Newswires; 212-416-2472;
nat.worden@dowjones.com
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