SIRIUS XM HOLDINGS INC

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Summary Compensation Table

The following table provides information concerning total compensation earned or paid to our Chief Executive Officer, our current Chief Financial Officer, our three other most highly compensated executive officers as of December 31, 2024, and two former executives who served in such capacities for services rendered to us during each of the past three fiscal years. Our former Chief Product and Technology Officer left our company on December 9, 2024, and our former Chief Commercial Officer left our company on December 31, 2024.

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(1)

For 2022 and 2023, the amounts reflected in this column are the gross amount of each named executive officer’s discretionary annual bonus award payable in respect of the fiscal year to which such amount relates. For 2024, the amount reflected in this column for Mr. Thorsen reflects a $700,000 cash sign on bonus that was paid during 2024 in connection with his entry into an employment agreement and commencing employment with us.

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(2)

The aggregate grant date fair value of stock option, RSU and PRSU awards were computed in accordance with FASB ASC 718, Compensation—Stock Compensation. The assumptions used in the valuation of the stock options are discussed in Note 15 to our audited consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

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In the case of Ms. Witz, the reported amount includes PRSUs with a grant date fair value of $13,033,510. The target award value for the PRSUs granted to Ms. Witz in 2024 was based on the probable outcome of the performance conditions applicable to such PRSUs as of the date of the grant, which was equal to the target level. If the highest level of performance is achieved for all performance metrics, the grant date fair value of such PRSUs would be $16,357,118.

In the case of Mr. Greenstein, the reported amount includes PRSUs with a grant date fair value of $8,903,450. The target award value for the PRSUs granted to Mr. Greenstein in 2024 was based on the probable outcome of the performance conditions applicable to such PRSUs as of the date of the grant, which was equal to the target level. If the highest level of performance is achieved for all performance metrics, the grant date fair value of such PRSUs would be $11,847,421.

In the case of Mr. Barry, the reported amount includes PRSUs with a grant date fair value of $1,727,923. The target award value for the PRSUs granted to Mr. Barry in 2024 was based on the probable outcome of the performance conditions applicable to such PRSUs as of the date of the grant, which was equal to the target level. If the highest level of performance is achieved for all performance metrics, the grant date fair value of such PRSUs would be $2,168,552.

The previously reported grant date fair values for the 2022 stock awards for Mr. Verbrugge were inadvertently understated by $872,642.

(3)

Amounts shown in this column reflect the gross amount of each named executive officer’s 2024 annual bonus earned pursuant to the 2024 performance-based annual bonus plan. As described in more detail in the section entitled “2024 Annual Bonuses” in the Compensation, Discussion & Analysis, for 2024 the annual bonus plan was implemented as a performance-based bonus program subject to attainment of specified financial performance metrics and targets, and the amount of each named executive officer’s annual bonus for this year was tied to the results of these performance metrics and targets. As such, annual bonuses for 2024 are being reported in the “Non-Equity Incentive Plan” column rather than the “Bonus” column.

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(4)

We do not provide above-market or preferential earnings on deferred compensation.

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(5)

For each named executive officer (other than Mr. Thorsen), the amount in the “All Other Compensation” column for 2024 includes matching contributions by us under our 401(k) savings plan. For Mr. Verbrugge, the amounts included in “All Other Compensation” for 2022 was inadvertently overstated as a result of including the values of dividends paid on stock awards when those amounts were previously factored into the grant date fair value of the award in the year of grant. The revised amounts for 2022 are reflected in the “All Other Compensation” column above. For Ms. Witz, the amount in the “All Other Compensation” column for 2024 also includes $204,884, which represents the aggregate incremental cost to us in 2024 associated with her personal use of a private aircraft arranged by us. In 2024, we did not pay Ms. Witz any amount for costs of a car and driver or other travel related expenses associated with travel to and from her home to our offices in New York. The amount for Mr. Verbrugge includes a Health Savings Account contribution of $1,000 and an amount of $484 associated with COBRA benefits provided to him during his part-time employment period in 2024. For Mr. Inzerillo, the amount in the “All Other Compensation” column for 2024 also reflects a lump sum severance payment of $3,100,000, representing the sum of (i) his annualized base salary of $1,300,000 and (ii) $1,800,000, the annual bonus last paid to him. The amount for Mr. Inzerillo also includes $137,062 for accrued benefits and earned but unpaid personal time payout.

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