UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

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Sirius XM Holdings Inc.

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Dear Fellow Stockholders:

Despite an unprecedented operating environment, 2020 was a transformative year for SiriusXM and we’ve never been stronger. We, like many in our nation and worldwide, were confronted with extraordinary challenges. I’m sincerely proud of how our SiriusXM team responded to the events that defined 2020: COVID-19, calls for social justice and the election. At a time when access to reliable information was more critical than ever, and when the viewpoints in our country were in sharp conflict, SiriusXM delivered balanced and diverse news, talk, and entertainment to consumers. Across our platforms, channels and podcasts, SiriusXM provided forums for conversation where ideas were exchanged and discussions were held. The resilience and creativity demonstrated by our employees made this all possible.

The team’s hard work strengthened our solid foundation and we took several important strategic actions that position SiriusXM for its next phase of growth:

Dear Fellow Stockholders: ●	Increased self-pay subscribers and listeners for both SiriusXM’s satellite and streaming platforms.We offer the best premium audio experience in the car, and because of that we continued to increase our self-pay subscribers, extended agreements with multiple major car makers to install our radios for years to come, increased our penetration rates with key car brands and broadened our rollout of next-generation 360L radios. We created and launched multiple new streaming music channels, as well as podcasts, which brought new listeners to our service, growing our digital engagement and listenership outside the car on smartphones and connected devices.
●	Strengthened our position in digital audio advertising in North America. Through our acquisitions of Simplecast and Stitcher, the podcasting pioneer, we expanded our footprint in podcasting, the fastest growing sector of digital audio, and now, across all our services we reach more than 150 million listeners. Most importantly for stockholders, we achieved robust monetization across these platforms driven by leading, leverageable ad-tech capabilities and a world-class digital ad sales team.
●	Delivered the best content in audio including more Howard Stern.We ended 2020 on a high note with the re-signing of Howard Stern. Our agreement includes rights to valuable archive material and the ability to extend Howard’s one-of-a-kind content to more platforms. We added exclusive content from Kevin Hart, a new full-time channel from U2, podcasts from Marvel Entertainment, and created streaming music channels from Prince, The Rolling Stones, Bob Marley, and other major artists. We are attracting the biggest stars and expanding relationships with major talent and brands, debuting exclusive content across our platforms.

 

While this annual report covers the highlights of SiriusXM’sIn 2020, we also delivered strong operating and financial performance, in 2019, I want to start by addressing the global health crisis that is impacting every part ofexceeding our lives in 2020 and share with you the ways in which our employees have been working to address this situation in recent months.

Like many others, the coronavirus has brought significant challenges to our business, and we do not yet know how it will affect our 2020 results. What I can tell you today is that the resilience and creativity of our employees during this difficult time has been remarkable. Our audio service and related businesses are strong and we are continuing to deliver the best content in audio entertainment across our SiriusXM and Pandora platforms. Our channels and services, which have the power to both entertain and inform, have never been more valuable to people who use them every day.

I could not be prouder to be leading this team as we work together to provide a sense of community for millions of listeners in North America at a time when they need it most.

Looking Back: 2019 At a Glance

In 2019, SiriusXM further established its position as the leader in audio entertainment in North America. We completed our acquisition of Pandora, expanded relationships with major media talent and brands, and continued to deliver a growing base of paid subscribers and ad-supported listeners. We have unmatched content, a powerful high-margin subscription business, deep and long-term commitments from automakers, and a growing distribution of SiriusXM services and content, in both audio and video form, that reach well beyond the car.

Today, we have more more scale, resources and flexibility than ever before. And we are using this unmatched firepower to executeguidance on our strategy – by investing in our brands, content, product and expanded distribution, both in and out of the car.

In 2019, our subscriber base achieved record levels and continued to grow. We achieved record revenuesgrowth, revenue and EBITDA, while driving significant free cash flowflow. On top of those results, we raised our dividend, and returningwe returned approximately $1.81 billion to stockholders through repurchases and dividends in 2020. Returning capital to stockholders. Highlights of the year include:through our growing dividend and share repurchase program remains a priority.

 

Reaching more subscribers at SiriusXM than ever before		Exceeding guidance across the board In 2019, we achieved:			Returning capital to shareholders
30M SUBSCRIBERSat year end with lowest churn rate since 2007		$7.9B RECORD PRO FORMA REVENUES	$2.4B RECORD ADJUSTED EBITDA		~$2.4B DISTRIBUTED to stockholders through repurchases and dividends in 2019 Returning capital through our growing dividend and share repurchase program remains a priority as we move forward.
10th CONSECUTIVE YEAR of one million-plus net-subscriber additions		$1.6B FREE CASH FLOW	1.1M SIRIUSXM SELF-PAY NET SUBSCRIBER ADDITIONS

That said, 2020 is behind us and today we are laser focused on delivering growth and the operating and financial performance that investors expect from us in 2021 and beyond. Certainly, we look forward to people becoming more mobile this year, and we learned new skills and displayed admirable strengths during the pandemic that we have incorporated into our operational playbook. SiriusXM has a long runway of growth ahead of us for years to come. Today, we are focused on five top priorities:

Letter From Our CEOJim Meyer

Letter From Our CEOJim Meyer

Sincerely,

Jennifer Witz

Chief Executive Officer

SiriusXM

Letter From Our CEOJim Meyer

Notice of 20202021

Annual Meeting of Stockholders

Whether or not you expect to attend the virtual meeting, we urge you to vote your shares over the Internet, by phone, or by signing, dating, and returning a proxy card at your earliest convenience.

Voting over the Internet or by telephone is fast and convenient, and your vote is immediately confirmed and tabulated. By using the Internet or telephone, you help us reduce postage, printing and proxy tabulation costs.

By Order of the Board of Directors,

PATRICK L. DONNELLY

Executive Vice President, General Counsel and Secretary

New York, New York

April 21, 202020, 2021

Table Of Contents

Proxy Statement Summary

20202021 Annual Meeting of Stockholders

PROXY VOTING

Stockholders of record on the record date are entitled to vote by proxy before the meeting in the following ways:

By calling 1-800-690-6903 (toll free) in the United States or Canada		Online at www.proxyvote.com		By returning a properly completed, signed and dated proxy card

Annual Meeting Agenda and Voting Recommendations

1221 Avenue of the Americas
35th Floor

New York, New York 10020

Proxy Statement

This proxy statement contains information related to the annual meeting of stockholders of Sirius XM Holdings Inc. (the “Company,” “SiriusXM,” “we,” “us” or “our”) to be held virtually on Thursday, June 4, 2020,3, 2021, beginning at 8:30 a.m. EDT, at www.virtualshareholdermeeting.com/SIRI2020,SIRI2021, and at any adjournments or postponements thereof. This proxy statement is first being distributed or made available, as the case may be, to stockholders on or about April 21, 2020.20, 2021.

About the Meeting

WHAT IS THE PURPOSE OF THE ANNUAL MEETING?

At our annual meeting, stockholders will act upon the following matters outlined in the Notice of 20202021 Annual Meeting of Stockholders, including:

At the annual meeting, management will also report on our performance and respond to appropriate questions from stockholders. On April 9, 20208, 2021 (the “Record Date”), 4,378,596,2004,102,413,332 shares of our common stock were outstanding.

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Item 1—Election of Directors

Thirteen director nominees are standing for election at the annual meeting. The Nominating and Corporate Governance Committee of our board of directors has nominated the director nominees listed below after consideration of each individual’s qualifications, contributions to the Company and other reasons discussed in this proxy statement.

The Nominating and Corporate Governance Committee believes that a well-functioning board includes a diverse group of individuals who bring a variety of complementary skills, experiences and perspectives. Our board of directors is committed to having a diverse board. The charter of the Nominating and Corporate Governance Committee provides that the Committee may include diversity in identifying director candidates.candidates. In furtherance of this commitment, the Nominating and Corporate Governance Committee requires that any list of candidates to be considered by the Committee for nomination to our board include candidates with a diversity of race, ethnicity and gender. Any third party consultant asked to furnish an initial list will be requested to include such candidates. Among the members of our board of directors, four self-identify as female, and one member self-identifies as African-American.

The Nominating and Corporate Governance Committee generally considers each nominee in the broad context of the overall composition of our board of directors with a view toward constituting a board that, as a group, possesses the appropriate mix of skills and experience to oversee our business. The experience, qualifications, attributes, or skills that led the Nominating and Corporate Governance Committee to conclude that our nominees should serve on the board of directors are generally described in the biographical information below.

After discussion among members of the board of directors, and upon the review and recommendation of the Nominating and Corporate Governance Committee, the Board determined not to renominate Joan L. Amble, Mark D. Carleton and James F. Mooney for election by stockholders at the 2021 annual meeting. The decision of the board was a collaborative conclusion reached after discussions with Ms. Amble and Messrs. Carleton and Mooney and was based on several factors, including the long-standing service by Ms. Amble and Messrs. Carleton and Mooney to the Company, the desire to add individuals to the board with further relevant experience in digital sales, media and entertainment who can share their perspectives as part of the board’s deliberations and, to a lesser extent, the Nominating and Corporate Governance Committee’s appreciation of the significant amount of work that Ms. Amble and Messrs. Carleton and Mooney have performed as directors for many years and the substantial on-going commitment of time and energy that service on the board of directors entails. Ms. Amble and Messrs. Carleton and Mooney are expected to serve the remainder of their respective terms, which are set to expire at the annual meeting. The decision not to renominate Ms. Amble and Messrs. Carleton and Mooney was not a product of any disagreement with them or other event or circumstance which would have disqualified them from service on the board of directors. The Company is grateful to each of Ms. Amble and Messrs. Carleton and Mooney for their contributions and their many years of dedicated service on the board of directors.

Upon the review and recommendation of the Nominating and Corporate Governance Committee, the board of directors has nominated Ms. Robin P. Hickenlooper and Mr. David A. Blau, who are not currently directors, for election to the board at the 2021 annual meeting. Ms. Hickenlooper is Senior Vice President, Corporate Development, of Liberty Media Corporation, and Mr. Blau is Executive Vice President, Corporate Development, of Liberty Media Corporation, which recommended both Ms. Hickenlooper and Mr. Blau to the Nominating and Corporate Governance Committee. Additional biographical information regarding Ms. Hickenlooper and Mr. Blau is included below. If Ms. Hickenlooper and Mr. Blau are elected by stockholders at the annual meeting, our board of directors will consist of thirteen directors, seven of whom will be independent under the provisions of our Corporate Governance Guidelines and the listing standards of NASDAQ Global Select Market Rules.

The board of directors is expected to reduce its size from fourteen to thirteen directors effective immediately prior to the 2021 annual meeting. Following the annual meeting and upon the recommendation of the Nominating and Corporate Governance Committee, the board of directors also expects to reorganize the standing committees of the board to give effect to the departures of Ms. Amble and Messrs. Carleton and Mooney.

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2021 PROXY STATEMENT

ITEM 1—ELECTION OF DIRECTORS

In 2019,2020, we did not pay a fee to any third party to identify, evaluate or assist in identifying, or evaluate potential nominees for our board of directors.

Set forth below are the nominees proposed to be elected to serve until the 20212022 annual meeting of stockholders or until their respective successors have been duly elected and qualified.

To be elected as a director, each nominee must receive a plurality of the votes cast by the holders of our common stock.

Should any nominee become unable or unwilling to accept election, the proxy holders may vote the proxies for the election, in his or her stead, of any other person our board of directors may nominate or designate. Each nominee has consented to serve as a director if elected.

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ITEM 1—ELECTION OF DIRECTORS

Biographical information about this year’s nominees:

JOAN L. AMBLEDAVID A. BLAU   Age: 6650   POSITION, PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE AND DIRECTORSHIPS
Ms. AmbleDavid A. Blau has been a directorExecutive Vice President, Corporate Development, of Liberty Media Corporation since July 2008. From December 2006 until the closingMarch 2021. Mr. Blau has never served on our board of our merger with XM Satellite Radio Holdings Inc. (“XM”) in July 2008, Ms. Amble served as a director of XM.directors prior to his nomination.
Since October 2016, Ms. Amble has been an independent advisor to the Risk and Audit Committee of the Executive Committee of the United States affiliate of Société Générale S.A., a French multinational banking and financial services company. From May 2011 until her retirement in December 2011, Ms. Amble was the Executive Vice President, Finance, of the American Express Company and also served as its Executive Vice President, Principal Accounting Officer and Comptroller, from December 2003 until May 2011. Prior to joining American Express, Ms. Amble served as Chief Operating Officer and Chief Financial Officer of GE Capital Markets, a service business within GE Capital Services, Inc., overseeing securitizations, debt placement and syndication, as well as structured equity transactions. From 1994 to March 2003, Ms. AmbleLiberty Media, Mr. Blau served as Vice President Controllerof Strategy and Chief Accounting OfficerCorporate Development for Cox Enterprises, a leading communications, media and automotive services company. He spent 19 years with Cox Communications, the company’s broadband communications and entertainment division, and served in various leadership roles including as Vice President of GE Capital. Ms. Amble servesMergers & Acquisitions. Prior to joining Cox, he served as a member ofsenior accountant for Deloitte & Touche, LLP in Atlanta. He previously served on the board of directors of Booz Allen Hamilton Holding Corporationfor BrightFarms, InSite Wireless, Ouster, Cognosos and Zurich Insurance Group. Ms. Amble also served as a director of Brown Forman Corporation and SG Americas Securities Holdings, LLC, a subsidiary of Société Générale S.A., during the last five years.
Key Attributes, Experience and Skills: Ms. Amble has extensive experience in financial reporting, including experience with the rules and regulations of the SEC. Ms. Amble also has experience in the areas of financial controls; Sarbanes-Oxley Act compliance; operations; risk management; six sigma quality; and corporate governance.

GEORGE W. BODENHEIMER Age: 61 POSITION, PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE AND DIRECTORSHIPS
Mr. Bodenheimer has been a director since September 2013.
From December 2017 to March 2018, Mr. Bodenheimer was the Acting Chairman of the board of directors of ESPN, Inc., the multimedia, multinational sports entertainment company. Mr. Bodenheimer retired in May 2014 as Executive Chairman of ESPN, Inc. He was Executive Chairman of ESPN, Inc. from January 2012 until May 2014. He served as Co-Chairman of Disney Media Networks from April 2004 until January 2012 and as President of ABC Sports from March 2003 until January 2012. Mr. Bodenheimer was named President of ESPN in November 1998, a position he held until January 2012. Mr. Bodenheimer joined ESPN in 1981 and served in a variety of senior sales and marketing positions prior to his appointment as President. Mr. Bodenheimer serves as a member of the board of directors of Under Armour, Inc.Chastain Park Conservancy.
Key Attributes, Experience and Skills:   Mr. BodenheimerBlau has extensive experience in: marketing, promotingin communications and producing sportsmedia businesses, including in the evaluation and entertainment programming, including live major sporting events; identifying emerging sports properties; and assessing on-air and executive talent. Mr. Bodenheimer also has uniqueintegration of acquisitions. His experience, in evaluating and assessing the desirability of sports properties that are likelyparticularly at Cox, is expected to be attractive to bothuseful in, and provide a valuable perspective on, the core demographicsboard’s evaluation of our subscriber basemedia industry trends and other segmentsopportunities, and the consideration of our existingstrategic acquisitions and targeted customer base.alternatives.

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ITEM 1—ELECTION OF DIRECTORS

MARK D. CARLETONEDDY W. HARTENSTEIN   Age: 5970   POSITION, PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE AND DIRECTORSHIPS
Mr. Carleton has been a director since December 2014.
Mr. Carleton has been a Senior Advisor to Liberty Media Corporation since July 2019. From October 2016 to July 2019, Mr. Carleton was the Chief Financial Officer of Liberty Media Corporation (“Liberty Media,” which term includes its predecessors), Liberty Broadband Corporation (“Liberty Broadband”) and Qurate Retail, Inc. (“Qurate”) (formerly known as Liberty Interactive Corporation). He also served as Chief Financial Officer of GCI Liberty, Inc. from March 2018 until July 2019. Mr. Carleton previously served as Chief Development Officer of Liberty Media, Qurate, Liberty Broadband and Liberty TripAdvisor Holdings, Inc. from January 2016 to September 2016, as a Senior Vice President of Liberty Media from January 2013 to December 2015, Qurate from November 2014 to December 2015 and Liberty Broadband from October 2014 to December 2015, and as a Senior Vice President of predecessors of Liberty Media and Qurate from December 2003 to January 2013. Prior to joining Liberty Media, Mr. Carleton was a partner at KPMG LLP from 1993 to 2003, where he also served as a member of KPMG LLP’s Board of Directors. Mr. Carleton previously served as a director of Sirius XM Radio Inc. from January 2013 to September 2013. Mr. Carleton currently serves as a director of Live Nation Entertainment, Inc. Mr. Carleton also served on the board of directors of Air Methods Corporation, Barnes & Noble, Inc. and Ideiasnet during the last five years.
Key Attributes, Experience and Skills: Mr. Carleton has extensive experience in the media, telecommunications and entertainment industries; this experience is valuable in assessing and evaluating opportunities and our plans from both a short- and long-term perspective. He also brings to the board, among his other skills and qualifications, financial and accounting expertise acquired as the Chief Financial Officer of Liberty Media, Qurate, Liberty Broadband and GCI Liberty, Inc. and as a partner at KPMG LLP. In addition, Mr. Carleton’s service on other public company boards has provided him experience in the areas of leadership development and succession planning, risk assessment, and stockholder and government relations.

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2020 PROXY STATEMENT

ITEM 1—ELECTION OF DIRECTORS

EDDY W. HARTENSTEIN Age: 69 POSITION, PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE AND DIRECTORSHIPS
Mr. Hartenstein has been a director since July 2008, served as the chairman of our board from November 2009 to April 2013 and has served as our lead independent director since April 2013. From May 2005 until the closing of the merger with XM in July 2008, Mr. Hartenstein served as a director of XM.
Mr. Hartenstein was the non-executive Chairman of the Board of Tribune Publishing, a leading diversified media company that included the Los Angeles Times, from August 2014 through January 2016. Mr. Hartenstein retired as the Publisher and Chief Executive Officer of the Los Angeles Times in August 2014, a position he held since August 2008. In addition, Mr. Hartenstein served as Co-President of the Tribune Company from October 2010 to May 2011 and as President and Chief Executive Officer from May 2011 until January 2013. Mr. Hartenstein was Vice Chairman and a member of the board of directors of The DIRECTV Group, Inc. (formerly Hughes Electronics Corporation), a television service provider, from December 2003 until his retirement in December 2004. He served as Chairman and Chief Executive Officer of DIRECTV, Inc. from late 2001 through 2004 and as President of DIRECTV, Inc. from its inception in 1990 to 2001. Previously, Mr. Hartenstein served in various capacities for Hughes Communications, Inc., a provider of satellite-based communications, Equatorial Communications Services Company, a provider of telephony and data distribution services, and NASA’s Jet Propulsion Laboratory, the lead U.S. center for robotic exploration of the solar system. Mr. Hartenstein also serves as the Lead Director of Broadcom, Inc. and is a member of the board of directors of The City of Hope. Mr. Hartenstein served as a director of Tribune Publishing Company, Broadcom, Inc. and TiVo Corporation (and Rovi Corporation prior to its merger with TiVo Corporation). Mr. Hartenstein served as a director of, SanDisk Corporation and Yahoo! Inc. and The City of Hope during the last five years.
Key Attributes, Experience and Skills:   Mr. Hartenstein has extensive experience in building, managing, marketing and operating satellite and subscription services. He brings direct and highly relevant expertise to the board in such areas as the construction and procurement of satellites, managing a large consumer subscriber base, consumer marketing, and the design and implementation of systems necessary to support a growing and dynamic consumer-oriented business.

JAMESROBIN P. HOLDENHICKENLOOPER   Age: 6842   POSITION, PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE AND DIRECTORSHIPS
Robin P. Hickenlooper has been Senior Vice President, Corporate Development, of Liberty Media Corporation since 2010. Ms. Hickenlooper previously served on our board of directors from January 2013 to September 2013.
Ms. Hickenlooper has served in senior corporate development roles at Liberty Media since 2010. Prior to joining Liberty Media in 2008, Ms. Hickenlooper worked at Del Monte Foods and in investment banking at Thomas Weisel Partners. She has been a member of the board of directors of Chipotle Mexican Grill, Inc. since December 2016, and serves as a member of its Audit and Risk Committee and as Chair of its Nominating and Corporate Governance Committee. She previously served on the board of directors of FTD Companies, Inc.
Key Attributes, Experience and Skills: Ms. Hickenlooper has been involved with Liberty Media’s investment in SiriusXM since its inception. As a result, she has a broad and extensive knowledge of our operations and business. In her role at Liberty Media she has also been involved in the assessment and evaluation of acquisitions in the media and entertainment industries, including our acquisitions of Pandora and other programming and related infrastructure assets. Her experience is expected to be useful in, and provide a valuable perspective on, our financial and operating performance, the value and integration of acquisitions, and media industry trends and opportunities.

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2021 PROXY STATEMENT

ITEM 1—ELECTION OF DIRECTORS

JAMES P. HOLDEN Age: 69 POSITION, PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE AND DIRECTORSHIPS
Mr. Holden has been a director since August 2001.
From October 1999 until November 2000, Mr. Holden was the President and Chief Executive Officer of DaimlerChrysler Corporation, one of the world’s largest automakers. Prior to being appointed President in 1999, Mr. Holden held numerous senior positions within Chrysler Corporation during his 19-year career at that company. Mr. Holden is the Lead Director of Snap-On Incorporated and a member of the board of directors of Elio Motors, Inc. Mr. Holden served as the Lead Director of Speedway MotorSports, Inc. during the last five years.
Key Attributes, Experience and Skills:   Mr. Holden has spent his career in the automotive business, a key market for our services. Mr. Holden’s perspective on, and knowledge of, the inner workings, business and product planning processes in the automotive industry are significant assets to the board.

2020 PROXY STATEMENT

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ITEM 1—ELECTION OF DIRECTORS

GREGORY B. MAFFEI   Age: 5960   POSITION, PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE AND DIRECTORSHIPS
Mr. Maffei has been a director since March 2009 and has served as the chairman of our board since April 2013.
He has served as a director and the President and Chief Executive Officer of Liberty Media (including its predecessors) since May 2007, Liberty Broadband since June 2014 and GCI Liberty Inc.Media Acquisition Corporation since March 2018.November 2020. He has served as a director and the President and Chief Executive Officer of Liberty TripAdvisor Holdings, Inc. since July 2013 and as its Chairman of the Board since June 2015. Mr. Maffei has served as Chairman of the Board of Qurate Retail since March 2018 and as a director of Qurate (including its predecessor) since November 2005. Mr. Maffei has also served as the President and Chief Executive Officer of (i) GCI Liberty Interactive Corporationfrom March 2018 until its combination with Liberty Broadband in December 2020 and (ii) Quarte Retail (including its predecessor) from February 2006 until March 2018 and as director since November 2005.2018. He also served as itsQuarte Retail’s CEO-Elect from November 2005 through February 2006. Prior thereto, Mr. Maffei served as President and Chief Financial Officer of Oracle Corporation, as Chairman, Chief Executive Officer and President of 360networks Corporation and as Chief Financial Officer of Microsoft Corporation.
Mr. Maffei has served as (i) the Chairman of the Board of Live Nation Entertainment, Inc. since March 2013 and a director since February 2011, (ii) a director of Charter Communications, Inc. since May 2013, and (iii) a director of Zillow Group, Inc. since February 2015, having previously served as a director of its predecessor, Zillow Inc., from May 2005 to February 2015.2015 and (iv) the Chairman of the Board of Tripadvisor, Inc. since February 2013. Mr. Maffei also served on the board of directors of GCI Liberty, Starz and Pandora Media, Inc. (“Pandora”) during the past five years.
Key Attributes, Experience and Skills:   Mr. Maffei brings to the board significant financial and operational experience based on his senior policy-making positions at Liberty Media, Qurate, Liberty TripAdvisor, Liberty Broadband, GCI Liberty, Inc., Oracle, 360networks and Microsoft. He also provides the board with an executive leadership perspective on the operations and management of large public companies, including companies in the technology, media and telecommunications space. The board also benefits from his extensive public company board experience.

2020 PROXY STATEMENT

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ITEM 1—ELECTION OF DIRECTORS

EVAN D. MALONE   Age: 4950   POSITION, PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE AND DIRECTORSHIPS
Dr. Malone has been a director since May 2013.
Dr. Malone has served as President of NextFab Studio, LLC, which provides manufacturing-related technical training, product development and business acceleration services, since June 2009. Since January 2008, Dr. Malone has served as the owner and manager of a real estate property and management company, 1525 South Street LLC. Dr. Malone has served as co-owner and director of Drive Passion PC Services, CC, an Internet café, telecommunications and document services company, in South Africa since 2007 and served as an applied physics technician for Fermi National Accelerator Laboratory, part of the national laboratory system of the Office of Science, U.S. Department of Energy, from 1999 until 2001. He also is a founding member of Jet Wine Bar, LLC, a wine bar, and Rex 1516, a restaurant, both in Philadelphia. Dr. Malone serves as president of the Malone Family Foundation, as a director and president of the NextFab Foundation, and as an officer of the Malone Family Land Preservation Foundation. Dr. Malone has served as a director of Liberty Media since September 2011 and as a director of Qurate since August 2008.
Key Attributes, Experience and Skills:   Dr. Malone brings an applied science and engineering perspective to the board. Dr. Malone’s perspectives assist the board in adapting to technological changes facing the audio entertainment industry. His entrepreneurial experience also provides the board valuable insights in evaluating opportunities in existing, new and emerging technologies.

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2020 PROXY STATEMENT

ITEM 1—ELECTION OF DIRECTORS

JAMES E. MEYER   Age: 6566   POSITION, PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE AND DIRECTORSHIPS
Mr. Meyer has servedcurrently serves as Vice Chairman of our Chief Executive Officer since December 2012board of directors and has been a director since January 2013.
Previously,Mr. Meyer served as our Chief Executive Officer from December 2012 through December 2020. Prior to becoming our Chief Executive Officer, Mr. Meyer was our President, Operations and Sales. Prior to joining us in May 2004, Mr. Meyer was the President of Aegis Ventures, a general management consulting company. Before Aegis, he held a number of senior management positions in consumer electronics over a 25-year period, including as the Senior Executive Vice President of Digital Media Solutions of Thomson, a worldwide leader in consumer electronics. Prior to joining Thomson, Mr. Meyer held senior management positions at General Electric and RCA. Mr. Meyer is a director of Charter Communications, Inc. During the past five years, Mr. Meyer was Chairman of the Board of Directors and a director of TiVo Corporation (and Rovi Corporation prior to its merger with TiVo Corporation) and a director of Charter Communications, Inc. From September 2017 to February 2019, Mr. Meyer served as a director of Pandora.
Key Attributes, Experience and Skills:   As our former Chief Executive Officer, Mr. Meyer is responsible for setting and executing the goals and strategies related to our business. Mr. Meyer provides the board not only with ahas an intimate knowledge of our day-to-day operations, but also withbusiness and operations. In his former role, he was responsible for architecting our significant acquisitions, including Pandora and our connect vehicle business, and has a unique understanding of how different parts of our business fit together and contribute to the essential experience, insight and expertise that can be provided only by a person who is intimately involved in running our business. His abilityenterprise as a director to sharewhole. Mr. Meyer also has extensive experience as a leader in media and subscription businesses. His experience, including his views duringexperience as our former chief executive officer, is useful in, and provides the board’s deliberations is of significant benefit to the other members of the board of directors.directors a valuable perspective on, our business and operations.

JAMES F. MOONEY Age: 65 POSITION, PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE AND DIRECTORSHIPS 10
Mr. Mooney has been a director since July 2003.
Mr. Mooney is the Chief Executive Officer of Four Horsemen Consulting Group. Mr. Mooney was a director and chairman of the board of directors of Virgin Media Inc., a U.K. entertainment and communications business, from March 2003 until June 2013. From December 2004 to December 2007, Mr. Mooney was the chairman of the board of directors of RCN Corporation, a provider of bundled telephone, cable and high speed internet services. From April 2001 to September 2002, Mr. Mooney was the Executive Vice President and Chief Operating Officer of Nextel Communications Inc., a provider of wireless communications services. From January 2000 to January 2001, Mr. Mooney was the Chief Executive Officer and Chief Operating Officer of Tradeout Inc., an asset management firm owned jointly by General Electric Capital, Ebay Inc. and Benchmark Capital. From March 1999 to January 2000, Mr. Mooney was the Chief Financial Officer/Chief Operating Officer at Baan Company, a business management software provider. From 1980 until 1999, Mr. Mooney held a number of positions with IBM Corporation, including Chief Financial Officer of the Americas. Mr. Mooney is the Chairman of the Archdiocese of New York for Central Westchester, a member of the board of St. Thomas Aquinas College and a member of the Board of Advisors for the University of Notre Dame. Mr. Mooney was previously a member of the board of directors of Sidera Networks, LLC, a provider of high capacity communications services to carrier and enterprise customers.
Key Attributes, Experience and Skills: Mr. Mooney has had a varied career in industries ranging from computer products to telecommunications, including relevant experience in subscriber-based businesses. His diverse experience is useful in our business planning process, and in analyzing subscriber trends, marketing opportunities, personnel and our long-term business plans.

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ITEM 1—ELECTION OF DIRECTORS

MICHAEL RAPINOJONELLE PROCOPE   Age: 5470   POSITION, PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE AND DIRECTORSHIPS
Ms. Procope has been a director since July 2020.
Since 2003, Ms. Procope has been the President and Chief Executive Officer of the Apollo Theater Foundation, Inc., a non-profit organization that operates the world famous Apollo Theater in New York and offers educational, summer internship programs, and school seminars. Ms. Procope began her career as a lawyer at Skadden, Arps, Slate, Meagher & Flom, LLP, an international law firm, and later held legal and business affairs positions at Viacom International, Inc., a global entertainment company, Bristol-Myers Squibb Company, a global biopharmaceutical company, and Blackground Records, an independent record label.
Key Attributes, Experience and Skills: Ms. Procope brings to the Board extensive experience as a senior executive in the entertainment industry and as an active member of many civic and community organizations in New York City, such as the boards of New York Public Radio, Lincoln Center for the Performing Arts, The Gracie Mansion Conservancy and the 125th Street Business Improvement District as well as a member of the NYC Landmarks50 Advisory Committee.

MICHAEL RAPINO Age: 55 POSITION, PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE AND DIRECTORSHIPS
Mr. Rapino has been a director since January 2018.
Mr. Rapino has been the President and Chief Executive Officer of Live Nation Entertainment, Inc. (“Live Nation”) since 2005 and serves on its board of directors. Live Nation is the world’s leading live entertainment company comprised of: Ticketmaster, Live Nation Concerts and Live Nation Media & Sponsorship.
Key Attributes, Experience and Skills:   Mr. Rapino is a leading figure in the music industry and brings to the board extensive experience in marketing and promoting live entertainment, especially musical entertainment.

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KRISTINA M. SALEN   Age: 4950   POSITION, PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE AND DIRECTORSHIPS
Ms. Salen has been a director since July 2018.
Ms. Salen has been the Chief Financial Officer of World Wrestling Entertainment, Inc., an integrated media company, since August 2020. From February 2019 until May 2020, Ms. Salen was the Chief Financial Officer of Moda Operandi, Inc., an online luxury retailer, since February 2019. Fromand from July 2017 to October 2018, Ms. Salen was the Chief Financial Officer and Chief Operating Officer of UnitedMasters, an artist services company. Previously, she served as the Chief Financial Officer at Etsy, Inc., an online marketplace, from January 2013 to March 2017. Prior to Etsy, Ms. Salen led the media, Internet, and telecommunications research group of FMR LLC (doing business as Fidelity Investments), a multinational financial services company, from January 2006 to January 2013. Prior to Fidelity, Ms. Salen worked in various financial and executive roles at several companies, including Oppenheimer Capital LLC, an investment firm, from June 2002 to December 2005; Merrill Lynch & Co., Inc., a financial services corporation acquired by Bank of America Corporation in January 2009, from June 1997 to June 2001; Lazard Freres & Co. LLC, a global financial advisory and asset management firm, from April 1996 to June 1997; and SBC Warburg, an investment bank, from December 1994 to April 1996. Ms. Salen is also a director of Cornerstone OnDemand, Inc., a cloud-based talent management software solution company, where she is Chair of the Audit Committee.
Key Attributes, Experience and Skills:   Ms. Salen has extensive experiencing in media, telecommunications and internet companies, including experience advising, managing and investing in early-stage enterprises and assessing media-related business plans and opportunities. This experience, together with her financial and management expertise, make her an asset in the board’s deliberations and in its assessment of our plans and alternatives.

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CARL E. VOGEL   Age: 6263   POSITION, PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE AND DIRECTORSHIPS
Mr. Vogel has been a director since April 2011.
Mr. Vogel is a private investor and an industry advisor for KKR & Co Inc., a leading global investment firm. Mr. Vogel is also a member of the board of directors of Dish Network Corporation, a satellite television provider, and a senior advisor to its Chairman. He served as President of Dish Network Corporation from September 2006 until February 2008 and served as its Vice Chairman from June 2005 until March 2009. From October 2007 until March 2009, Mr. Vogel served as the Vice Chairman of the board of directors of, and as a Senior Advisor to, EchoStar Communications Corporation. From 2001 until 2005, Mr. Vogel served as the President and Chief Executive Officer of Charter Communications, Inc., a cable television and broadband services provider. Prior to joining Charter, Mr. Vogel worked as an executive officer in various capacities for companies affiliated with Liberty Media. Mr. Vogel is the chairman of Progress Acquisition Corp., a blank check company. Mr. Vogel is a member of the board of directors, chairman of the audit committee and audita member of the executive committee of Shaw Communications, Inc., a diversified communications company providing broadband cable and direct-to-home satellite services in Canada, andCanada. He is also a member of the board of directors and audit committee of Universal Electronics, Inc., a provider of wireless control technology for connected homes. HeIn addition, Mr. Vogel is also a member of the board of directors and chairman of the audit committee of AMC Networks, Inc., a provider of cable television programming. Mr. Vogel will be leaving the board of directors of Dish Network Corporation on April 30, 2021, following that corporation’s annual meeting of stockholders. Mr. Vogel also served as a director of Ascent Media Corporation, Inc. during the last five years.
Key Attributes, Experience and Skills:   Mr. Vogel has extensive experience as a leader in media and subscription businesses, including in many companies and ventures with operations that are directly related and complementary to our business, such as Dish Network, Charter Communications, Shaw Communications and AMC Networks. In addition, his experience as a chief executive officer, private equity advisor and investor is useful in, and provides the directors a valuable perspective on, our financial and operating performance, the board’s evaluation of media industry trends and opportunities, the assessment of executive talent, and the consideration of strategic acquisitions and alternatives.

DAVID M. ZASLAVJENNIFER C. WITZ   Age: 6052   POSITION, PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE AND DIRECTORSHIPS
Ms. Witz has served as our Chief Executive Officer and has been a director since January 2021.
From March 2019 through December 2020, Ms. Witz was our President, Sales, Marketing and Operations. From August 2017 until March 2019 she was our Executive Vice President, Chief Marketing Officer. Ms. Witz joined us in March 2002 and has served in a variety of senior financial and operating roles. Before joining SiriusXM, Ms. Witz was Vice President, Planning and Development, at Viacom Inc., a global media company, and prior to that she was Vice President, Finance and Corporate Development, at Metro-Goldwyn-Mayer, Inc., an entertainment company focused on the production and global distribution of film and television content. Ms. Witz began her career in the Investment Banking Department at Kidder, Peabody & Co Inc. She is a member of the board of directors of LendingTree, Inc., a leading online marketplace that connects consumers with financial products, and serves on its compensation committee.
Key Attributes, Experience and Skills: As our Chief Executive Officer, Ms. Witz is responsible for setting and executing the goals and strategies related to our business. Ms. Witz provides the board not only with a knowledge of our day-to-day operations, but also with the essential experience, insight and expertise that can be provided only by a person who is intimately involved in running our business. Her ability as a director to share her views during the board’s deliberations is of significant benefit to the other members of the board of directors.

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DAVID M. ZASLAV Age: 61 POSITION, PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE AND DIRECTORSHIPS
Mr. Zaslav has been a director since May 2013.
Mr. Zaslav has been the President and Chief Executive Officer of Discovery Communications, Inc., one of the largest nonfiction media companies in the world, since January 2007 and a director since September 2008. Mr. Zaslav served as President, Cable & Domestic Television and New Media Distribution of NBC Universal, Inc., a media and entertainment company, from May 2006 to December 2006. Mr. Zaslav served as Executive Vice President of NBC and President of NBC Cable, a division of NBC, from October 1999 to May 2006. Mr. Zaslav also serves on the boards of Lions Gate Entertainment, Inc., the National Cable & Telecommunications Association, The Cable Center, Grupo Televisa, Partnership for New York City and USC Shoah Foundation. He is also a member of the Board of trustees for The Paley Center for Media and the Mt. Sinai Medical Center.
Key Attributes, Experience and Skills:   Mr. Zaslav, as the Chief Executive Officer of Discovery Communications and through his prior work in television, has developed a deep understanding of the media and entertainment industry. This experience, together with his general management expertise, positions him as a valued presence on our board of directors to assist us in evaluating programming and marketing opportunities and trends in the audio entertainment industry.

Outside Commitments

In recent years, some investors and proxy advisors have instituted “bright-line” proxy voting policies on the number of outside public company boards that a director may serve on. The board of directors recognizes investors’ concerns that highly sought-after directors could lack the time and attention to adequately perform their duties and responsibilities, and the Nominating and Corporate Governance Committee rigorously evaluates each director’s performance and commitment to ensure their continued effectiveness as a director.

The board of directors recognizes that Mr. Maffei, Chairman of our board of directors and President and Chief Executive Officer of Liberty Media, also sits on the board of directors of several other companies in which Liberty Media has an investment or a management relationship, as well as the board of directors of Zillow Group, Inc. The Nominating and Corporate Governance Committee has considered the facts-and-circumstances of Mr. Maffei’s role, including the significant time and resources Mr. Maffei regularly dedicates to SiriusXM, the nature of his outside board commitments (which primarily relate to his role with Liberty Media), the synergies between his service on these other boards and ours, the nature of Liberty Media’s relationship with us, and Mr. Maffei’s broad industry knowledge, and concluded that Mr. Maffei’s outside service does not conflict with, and instead enhances, his role and responsibilities at SiriusXM.

The board of directors recognizes that Mr. Vogel, an independent director, also sits on the board of directors of Dish Network Corporation, Progress Acquisition Corp., Shaw Communications, Inc., Universal Electronics, Inc. and AMC Networks, Inc. Mr. Vogel will be leaving the board of directors of Dish Network Corporation on April 30, 2021. The Nominating and Corporate Governance Committee has considered the facts-and-circumstances of Mr. Vogel’s role, including the significant time and resources Mr. Vogel regularly dedicates to SiriusXM as a director and as Chairman of the Compensation Committee, the fact that he is not presently the chief executive officer of a public company and subject to the significant time commitments that such a position requires, the nature of his

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other board commitments, the synergies between his service on these other boards and ours, and Mr. Vogel’s broad industry knowledge, and concluded that Mr. Vogel’s outside service does not conflict with, and instead enhances, his role and responsibilities at SiriusXM.

In addition, the board of directors recognizes that Mr. Zaslav, an independent director and President and Chief Executive Officer of Discovery Communications, Inc., also sits on the board of directors of Discovery, Inc., Lions Gate Entertainment Corp., and Grupo Televisa SAB. The Nominating and Corporate Governance Committee has considered the facts-and-circumstances of Mr. Zaslav’s role, including the significant time and resources Mr. Zaslav regularly dedicates to SiriusXM, the nature of his outside board commitments, the synergies between his service on these other boards and ours, and Mr. Zaslav’s broad industry knowledge, and concluded that Mr. Zaslav’s outside service does not conflict with, and instead enhances, his role and responsibilities at SiriusXM.

For these reasons, the board of directors firmly believes that Mr. Maffei, Mr. Vogel and Mr. Zaslav will continue to provide SiriusXM with the necessary time and attention as well as valuable insight, and it has nominated each of them to continue their respective service on the board of directors.

What are the responsibilities of the board of directors?

The business and affairs of our company are managed under the direction of our board of directors.

Our board, among other things, oversees senior management selection, monitors overall corporate performance and ensures the integrity of our financial controls. Our board of directors also oversees our strategic and business planning processes.

Our board of directors believes that earning the trust of our customers, stockholders and other stakeholders is a foundation of our business success. Our focus on earning trust positions us well as companies face new scrutiny and demands for accountability. Today, companies face greater expectations than ever from governments and other stakeholders to address the impacts of technology on individual rights, cybersecurity, and environmental sustainability. Customers embrace technology they understand and trust, and we expect they will increasingly turn away from products and companies that fail to uphold that trust. Similarly, governments and investors are increasingly focused on the importance of the effective engagement and action on environmental, social and corporate governance topics. To meet the expectations of our stakeholders and to earn and maintain their trust, we are committed to conducting our business in ways that are principled, transparent, and accountable.

We have made a broad range of commitments on issues of significant concern to the public, including privacy and cybersecurity. We believe privacy is a fundamental human right and demonstrate our belief with concrete actions to protect our customer’s privacy and give them control over their data. We take a broad view of cybersecurity and work to protect our customers through our security operations and our investments in technology.

Our board of directors also oversees the key risks identified through our enterprise risk management process for board oversight: competitive risks facing our businesses, including risks relating to the growth of our businesses; reputational and customer service risks; succession planning for our executive officers and other senior management; cybersecurity risks; corporate responsibility and sustainability (including climate risk) risks; corporate governance risks; and other legal and regulatory risks. Our board of directors also reviews other significant risks facing our company identified through our enterprise risk management process, including the significant risks posed by the current coronavirus (COVID-19) crisis.COVID-19 pandemic. Among these are other significant strategic, operational, legal and legalenvironmental, social, and governance (ESG) risks, including human capital risks such as those relating to sexual andor other harassment, diversity and inclusion initiatives, and overall workplace employee culture. Our Chief Executive Officer also regularly reports to the board of directors on our corporate culture, including our efforts to build a culture based on integrity and respect, with the goal of working together to drive our business to be creative, innovative and competitive.

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How are nominees for the board of directors selected?

Our Nominating and Corporate Governance Committee reviews possible candidates to be directors and is responsible for overseeing matters of corporate governance, including the evaluation of performance and practices of the board of directors, the board’s committees, management succession plans and executive resources. The Nominating and Corporate Governance Committee considers suggestions from many sources, including stockholders, for potential director nominees. Such suggestions, together with appropriate biographical and other information required pursuant to our By-laws, should be submitted to our Corporate Secretary, Sirius XM Holdings Inc., 1221 Avenue of the Americas, 35th Floor, New York, New York 10020. Candidates who are suggested by our stockholders are evaluated by the Nominating and Corporate Governance Committee in the same manner as are other potential candidates to be directors.

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In its assessment of each potential candidate, including those recommended by stockholders, the Nominating and Corporate Governance Committee takes into account all factors it considers appropriate, which may include:

The Nominating and Corporate Governance Committee also may consider the extent to which a candidate would fill a present need on the board of directors. After conducting an initial evaluation of a candidate, the Nominating and Corporate Governance Committee will interview that candidate if it believes the candidate might be qualified to be a director and may ask the candidate to meet with other directors and management. If the Nominating and Corporate Governance Committee believes a candidate would be a valuable addition to the board of directors, it will recommend to the board that candidate’s nomination as a director.

On July 14, 2020, the board unanimously appointed Ms. Procope to serve on our board effective as of the same date. Ms. Procope was identified by Mr. Meyer, our Chief Executive Officer and a director, and Mr. Scott A. Greenstein, our President and Chief Content Officer, as a candidate for our board to the Nominating and Corporate Governance Committee based upon their experience with her as the President and Chief Executive Officer of the Apollo Theater. Following the Nominating and Corporate Governance Committee’s review, consideration, discussion and evaluation of her candidacy, the Nominating and Corporate Governance Committee recommended that the board appoint Ms. Procope as a director.

On January 28, 2021, the board unanimously appointed Ms. Witz to serve on our board effective as of the same date. Ms. Witz was appointed to the board shortly after she assumed the role as our Chief Executive Officer as contemplated by her employment agreement.

What is the board’s leadership structure?

Gregory B. Maffei, the Chief Executive Officer of Liberty Media Corporation, is the Chairman of our board of directors. The Chairman of our board organizes the work of the board and ensures that the board has access to sufficient information to enable the board to carry out its functions, including monitoring our performance and the performance of management. The Chairman, among other things, presides over meetings of the board of directors, establishes the agenda for each meeting of the board in consultation with our Chief Executive Officer, oversees the distribution of information to directors, and performs other duties or assignments as agreed with either the board of directors or our Chief Executive Officer. The board of directors has determined that it is currently in our best interests to separate the Chairman of the board position and the Chief Executive Officer position because it allows the Chief Executive Officer to focus on our day-to-day business, including risk

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management, while allowing the Chairman of the board to lead the directors and assist the board in its fundamental role of providing advice to, and oversight of, management. Further, the board recognizes that theIn addition, a separate Chairman provides an additional resource and level of support to our Chief Executive Officer position requires a significant dedication of time, effort, and energy.Officer. Our Corporate Governance Guidelines (the “Guidelines”) do not establish this approach as a policy, but as a matter that is considered from time-to-time.

Does the board have a lead independent director?

Liberty Media beneficially owns, directly and indirectly, approximately 72%77% of our outstanding common stock. In light of that control relationship, the board of directors believes it is appropriate, and a matter of good corporate governance, to designate a director to serve as the lead independent director. The board has designated Eddy W. Hartenstein, the former Chairman of our board of directors, to serve as the lead independent director. The lead independent director coordinates the activities of the other independent directors and performs such other duties and responsibilities as the board of directors determines. As the lead independent director, Mr. Hartenstein also chairs executive sessions of our independent directors, chairs meetings of the board of directors in the absence of the Chairman, meets regularly with our Chairman and Chief Executive Officer, and acts as the principal liaison between our Chairman and our independent directors.

Are all of the directors required to be independent?

Liberty Media beneficially owns, directly and indirectly, approximately 72%77% of our outstanding common stock entitled to vote for the election of directors. As a result, we are considered a “controlled company” and are accordingly exempt from certain corporate governance requirements of The NASDAQ Global Select Market (“NASDAQ”) Rules including, among other items, the requirement that our board of directors be comprised of a majority of independent directors, that we have a compensation committee comprised of independent directors and that director nominations are recommended by the independent members of the board of directors or a nominating committee composed of independent directors. We rely on these exemptions available to a controlled company with respect to the independence requirements applicable to members of our compensation committee and our nominating committee.

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The controlled company exemption does not extend to the audit committee independence requirements. Accordingly, our audit committee is, and will continue to be, comprised solely of directors meeting the independence standards under the applicable NASDAQ listing standards, Section 10A(m)(3) of the Exchange Act and ourGuidelines.

How does the board determine which directors are considered independent?

Our board reviews the independence of our directors annually. The provisions of ourGuidelinesregarding director independence meet, and in some areas exceed, the listing standards of NASDAQ. A copy of theGuidelinesis available on our website athttp://investor.siriusxm.cominvestor.siriusxm.com..

The Nominating and Corporate Governance Committee undertook a review of director independence in March 2020.2021. As part of this review, the Committee reviewed with our Corporate Secretary questionnaires submitted by directors.directors and director nominees. These questionnaires disclose transactions and relationships between each director, director nominee or members of his or her immediate family, on one hand, and us, other directors, director nominees, members of our senior management and our affiliates, on the other hand.

Based on this review, the Nominating and Corporate Governance Committee determined that all of our directors and nominees are independent under the standards set forth in ourGuidelinesand the applicable NASDAQ listing standards, with the exception of:

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With respect to George W. Bodenheimer, the board evaluated the ordinary course transactions during the last three years between us and ESPN and found that the amounts paid by us to ESPN did not preclude finding Mr. Bodenheimer independent. In the case of Michael Rapino, the directors evaluated the ownership relationship between Liberty Media and Live Nation, including the fact that Mr. Carleton is a director and Mr. Maffei is the Chairman of the Board of Live Nation, and other ordinary course transactions, such as data and marketing agreements, between us and Live Nation. Similarly, in the case of Jonelle Procope, the directors evaluated the ordinary course transactions between us and The Apollo Theater. The board concluded that neither Mr. Rapino did not havenor Ms. Procope had any relationships that, in the opinion of the board, would interfere with the exercise of independent judgment in carrying out histheir responsibilities as a director.directors.

The board has determined that a majority of the members of the Compensation Committee meet the independence standards under the applicable NASDAQ listing standards and ourGuidelinesand qualify as “non-employee directors” for purposes of Rule 16b-3 of the Exchange Act and as “outside directors” to the extent applicable regarding “performance-based compensation” under the former Section 162(m) of the Internal Revenue Code of 1986, as amended.Act. The board has determined that a majority of the members of the Nominating and Corporate Governance Committee meet the independence requirements mandated by NASDAQ applicable to serving on the Nominating and Corporate Governance Committee and ourGuidelinesGuidelines..

Some investors and proxy advisors have proxy voting policies restricting non-independent directors from serving on a company’s Compensation Committee or the Nominating and Corporate Governance Committee. While the board of directors appreciates this viewpoint, the directors believe that the insight provided by Mr. Carleton and Mr. Maffei and the nature of our relationship with Liberty Media makes Mr. Carleton’s service on the Compensation Committee and Mr. Maffei’s service on the Nominating and Corporate Governance Committee appropriate and in the best interests of all stockholders. Moreover, the majority of the members of each of these Committees are independent.

The board has also determined that all of the members of the Audit Committee are financially sophisticated, meet the independence requirements mandated by the applicable NASDAQ listing standards, Section 10A(m)(3) of the Exchange Act and ourGuidelines,and qualify as audit committee financial experts. The board further determined that each member of the Audit Committee qualifies as an “audit committee financial expert” within the meaning of the applicable SEC regulations.

Our independent directors meet regularly in executive sessions and such sessions are chaired by Mr. Hartenstein, our lead independent director.

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What are the current standing committees of the board of directors, and who are the members of these committees?

Our board of directors has three standing committees: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. From time to time, the board may also form ad hoc committees.

Copies of the current charters for the Audit Committee and the Nominating and Corporate Governance Committee are available on our website athttp://investor.siriusxm.cominvestor.siriusxm.com. . The Compensation Committee has not adopted a charter.

The following table shows the current members and chair of each committee and the principal functions performed by each committee:

* Chair

Following the annual meeting and upon the recommendation of the Nominating and Corporate Governance Committee, the board of directors also expects to reorganize the standing committees of the board to give effect to the departures of Ms. Amble and Messrs. Carleton and Mooney.

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How often did the board and its committees meet during 2019?2020?

During 2019,2020, there were five meetings of our board of directors, nineeight Audit Committee meetings, three Compensation Committee meetings and threetwo Nominating and Corporate Governance Committee meetings. Each director nominee attended 75% or more of the total number of meetings of the board and meetings held by committees on which he or she served.

Directors are also encouraged to attend the annual meeting of stockholders. Mr. Meyer attended our 20192020 annual meeting of stockholders.

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How can stockholders communicate with the board of directors?

Stockholders may communicate directly with our board of directors, or specified individual directors, according to the procedures described on our website athttp://investor.siriusxm.comunder “Corporate Governance—Contact Our Board.”

Our Corporate Secretary reviews all correspondence to our directors and forwards to the board a summary and/or copies of any such correspondence that, in the opinion of the Corporate Secretary, deals with the functions of the board or committees thereof or that he otherwise determines requires their attention. Directors may at any time review all correspondence received by us that is addressed to members of our board.

In addition, the Audit Committee has established procedures for the receipt, retention and treatment, on a confidential basis, of complaints received by us, our board of directors and the Audit Committee regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submissions by employees of concerns regarding questionable accounting or auditing matters. These procedures are available upon written request to our Corporate Secretary.

Director Compensation

Pursuant to our director compensation program, in 2019,2020, as Chairman of the board of directors, Mr. Maffei received an annual cash retainer of $150,000. Mr. Hartenstein, our lead independent director, also received an annual cash retainer of $150,000. The other non-employee members of our board of directors each received an annual cash retainer of $100,000. Each director who served as chair of a committee of the board of directors in 20192020 received an additional annual cash retainer as follows: the Audit Committee chairwoman received $30,000; the Compensation Committee chairman received $20,000; and the Nominating and Corporate Governance Committee chairman received $15,000.

In addition, on an annual basis, each member receives approximately $175,000 in the form of restricted stock units (“RSUs”). These RSUs were granted on the business day following our 20192020 annual meeting of stockholders. RSUs granted to our directors generally vest on the first anniversary of the date of grant.

Mr. Meyer retired as our Chief Executive Officer on December 31, 2020. Upon his retirement, we entered into a three-year consulting agreement with Mr. Meyer pursuant to which he will be paid a fee of $3,200,000 per year commencing on January 1, 2021. Mr. Meyer will also be entitled to the compensation paid to other members of the board of directors. As our Chief Executive Officer, Mr. MeyerMs. Witz does not receive additional compensation for hisher service on the board.

Each director is expected to own shares of our common stock equal in value to at least five times the annual cash retainer payable to the director. All directors have until the later of: (i) five years from the date the director is elected or appointed as a member of the Board and (ii) September 1, 2023, to reach these minimum ownership guidelines.

Directors may defer their annual cash retainer each year under the Sirius XM Holdings Inc. Deferred Compensation Plan. Participation in the Deferred Compensation Plan, and to what extent, is at each director’s discretion and there is no matching contribution from us. In 2019,2020, Ms. Amble and Mr. Maffei participated in the Deferred

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Compensation Plan. At the time of making a deferral election, directors designate the time and form of the distribution of deferrals to be made for the year to which that election relates. Distributions may occur earlier upon a change in control or a termination as a director, subject to certain conditions provided for under the Deferred Compensation Plan and Section 409A of the Internal Revenue Code. Directors have the opportunity to designate the investment funds to which the deferred amounts are credited. All investment gains and losses in a director’s account under the Deferred Compensation Plan are entirely based upon the investment selections made by the director. We have established a grantor (or “rabbi”) trust to facilitate payment of our obligations under the Deferred Compensation Plan.

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Dividend equivalent units are granted to directors if, on any date while RSUs they hold are outstanding, we pay a dividend on our common stock (other than a dividend payable in common stock). The number of RSUs granted to the director are, as of the record date for such dividend payment, increased by a number of RSUs equal to: (a) the product of (x) the number of RSUs held by the director as of such record date, multiplied by (y) the per share amount of any cash dividend (or, in the case of any dividend payable, in whole or in part, other than in cash, the per share value of such dividend, as determined in good faith by us), divided by (b) the average closing price of a share of our common stock on NASDAQ on the twenty trading days preceding, but not including, such record date. Dividend equivalent units vest on the same terms as the related RSUs.

We also pay reasonable travel and accommodation expenses of directors in connection with their participation in meetings of the board and committees thereof.

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Director Compensation Table for 20192020

The following table provides compensation information for the year ended December 31, 20192020 for each of our non-employee directors. Directors who are employees do not receive compensation for their services as directors.

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Stock Ownership

Who are the principal owners of our stock?

The following table sets forth information regarding beneficial ownership of our common stock as of February 28, 2020March 31, 2021 by each person known by us to be the beneficial owner of more than 5% of our outstanding common stock. “Beneficial ownership” includes those shares a person has or shares the power to vote or transfer or has the right to acquire within sixty days of the measurement date.

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STOCK OWNERSHIP

How much stock do our directors and executive officers own?

The following table shows the number of shares of common stock beneficially owned as of February 28, 2020March 31, 2021 by each of our directors and director nominees, each of our named executive officers and all of our directors and current executive officers as a group.

Delinquent Section 16(a) Reports

Based solely upon a review of reports filed pursuant to Section 16(a) of the Exchange Act and written representations furnished to us during our most recent fiscal year, we know of no person who, at any time during the fiscal year, was a director, executive officer or beneficial owner of more than 10% of our common stock who failed to file on a timely basis reports of beneficial ownership of our common stock as required by Section 16(a) of the Exchange Act at any time during the fiscal year or prior fiscal year, except that, due to an administrative error, one late Form 4 was filed on May 29, 2019 for Scott A. Greenstein, our President and Chief Content Officer, to report the surrender of common stock to us on May 24, 2019 to cover withholding taxes due upon the vesting of restricted stock units.

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Governance of the Company

What is SiriusXM’s corporate culture?

Underpinning our strategic focus on long-term growth is our corporate culture—which is built on integrity and respect, with the goal of working together to drive our business to be creative, innovative and competitive. The core values that drive our company are best exemplified in the values we have adopted, regularly communicate to our employees and that we call “AMPLIFY”:

Drawing on a wide range of expertise and experience across a multitude of disciplines, we are bound by our commitment to what we do and how we work together. We operate in a performance-based environment where results matter and financial discipline is enforced. We have tried to create a highly collaborative culture in which employees feel a sense of pride that their input is sought after and valued. At the same time, we believe in holding individuals accountable for compliance and have tried to create a culture in which employees, “do what they say they are going to do.” Still, we believe that our culture differentiates us from other entertainment and media enterprises and is a long-term competitive advantage for us. Our corporate culture fuels our ability to execute and is a critical underpinning of our employee talent strategy.

In addition, we have invested resources in refining and developing our culture. We want to ensure that we are, and remain, as efficient, inclusive and collaborative as we can be, and that our culture supports how we operate in the rapidly evolving and highly competitive marketplace in which our businesses compete.

We also believe that a diverse workforce is critical to our success. We cultivate an inclusive environment where human differences are valued, respected, supported and amplified. We are focused on increasing women and minority representation at all levels of our organization. We have taken actions to recruit, retain, develop and advance a diverse and talented workforce. Our diversity and inclusion efforts are led by our Vice President, Head of Diversity & Inclusion. This position regularly reports to our Chief Executive Officer and works with our executive officers.

What is SiriusXM’s process for succession planning and talent management?

Ensuring that we have the appropriate senior management talent to successfully pursue our strategies is one of our board’s primary responsibilities. To this end, atAt least once a year, the board of directors discusses succession planning for our Chief Executive Officer and the remainder of our executive officers and senior executives. To help fulfill the board’s responsibility, our CompensationNominating and Corporate Governance Committee helps ensure that we have in place appropriate plans to address CEO succession both in the ordinary course of business and in emergency situations. Our CEO succession planning includes criteria that reflect our business strategies, such as identifying and developing internal candidates. OurGuidelinesalso require that our CompensationNominating and Corporate Governance Committee ensure that we have appropriate succession planning for the remainder of our senior executive management team, including our named executive officers.

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Recruiting, developing, promoting and retaining top talent is a key priority for our company. Throughout the year, our executive officers, as well as a broader array of executives throughout our company, make presentations to the board of directors and the Audit Committee and may also interact with our directors informally outside of our scheduled Board meetings. This engagement between directors and our current and future leaders is one means by which we provide our directors meaningful insight into our current pool of talent, what attracts and retains our executives, and our corporate culture.

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How does the board of directors and the Audit Committee oversee cybersecurity risks?

Our chief information officer and our chief information security officer regularly make presentations regarding cybersecurity, including updates regarding cybersecurity concerns and our approach to managing cybersecurity risks, to the Audit Committee, which is tasked with primary oversight of certain risk issues, including cybersecurity.

In order to respond to the threat of security breaches and cyberattacks, we have developed a program, overseen by our chief information security officer and our information security council, that is designed to protect and preserve the confidentiality, integrity and continued availability of information owned by, or in the care of, our company. This program also includes a cyber incident response plan that is intended to provide controls and procedures for timely and accurate reporting of any material cybersecurity incident. Our board of directors and the Audit Committee also periodically receive updates about the results of exercises and response readiness assessments led by outside advisors who provide a third-party independent assessment of our technical program and our internal response preparedness. The Audit Committee regularly briefs our board of directors on these matters, and the full board of directors also receives an annual briefing on cyber threats in order to enhance our directors’ literacy on cyber issues.

How is the board of directors overseeing our continued response to and the risks associated with the coronavirus (COVID-19) crisis?COVID-19 pandemic?

The board of directors has assumed the primary role of overseeing our response to the coronavirus (COVID-19) crisisCOVID-19 pandemic and the risks the pandemicit poses to our business and operations. Since shortly after the coronavirus crisis began, the board of directors has received regular reports from our Chief Executive Officer regarding our response to thisthe pandemic.

Protecting the health and welfare of our workforce has been one of our first and primary concern.concerns. All employees—apart from our critical business functions, which include programmers, broadcast engineers, critical systems personnel, facilities and certain call center agents—have been working from home. In an effort to help prevent the spread of the virus in our communities and conserve business resources, we also have temporarily closed our offices. The impact of these steps on our workforce are difficult to assess, but the experience has put added stress on our employees as they balance the demands of the crisis on themselves and their families. We were successfully able to avoid significant employee layoffs since the start of the COVID-19 pandemic.

We are also closely monitoring the effects of the crisis on our businesses and operations. The full extent to which the coronavirus may negatively impact our results is uncertain. The actual effects of the coronaviruspandemic on our businesses depends on many factors beyond our knowledge and control, and the effects are difficult to assess or predict with meaningful precision both generally and specifically as to our SiriusXM and Pandora businesses. The early indications include: possible disruptions in the supply of radios and other components that are essential elements of our service; limits on our ability to continue certain of our marketing efforts, particularly telemarketing, and customer service operations in States and jurisdictions that have declared emergencies; and the possible loss of sales and orders in our advertising business as industries that are severely affected by the crisis—such as the travel and travel-related industries—curtail their advertising spending.

Importantly, the coronavirus epidemicpandemic may still have a material adverse effect on other third parties that we rely on, and our ability to assess those effects in any meaningful manner are difficult at this time. For example, a substantial portion of the subscription growth for our satellite radio service has come from purchasers and lessees of new and used automobiles in the United States, and we expect this to be an important source of subscribers for our satellite radio service in the future. As a result of the coronavirus epidemic, automakers have idled production and furloughed workers and many dealers have closed their retail operations. The decline in sales of new and used vehicles is reasonably expected to have a negative effect on subscriber growth for our satellite radio service. In addition, a number of third parties on which we depend may experience financial difficulties or file for bankruptcy protection. Such third parties may not be able to perform their obligations or be relieved of their obligations to us as part of seeking bankruptcy protection.

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GOVERNANCE OF THE COMPANY

The epidemic may also negatively impact consumer spending in the United States which, depending upon the severity, could adversely affect our operating results. The board of directors is also closely monitoring our financial liquidity.

How does the board of directors oversee our risk management process?

The board executes its oversight responsibility for risk management directly and through its committees, as follows:

What are our policies and procedures for related person transactions?

We have adopted a written policy and written procedures for the review, approval and monitoring of transactions involving the Company or its subsidiaries and “related persons.” For the purposes of the policy, “related persons” include executive officers, directors or their immediate family members, or stockholders owning more than five percent of our common stock.

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GOVERNANCE OF THE COMPANY

Our related person transaction policy requires:

In connection with the review and approval or ratification of a related person transaction, management must:

In addition, the related person transaction policy provides that the Compensation Committee, in connection with any approval or ratification of a related person transaction involving a non-employee director or director nominee, should consider whether such transaction would compromise the director or director nominee’s status as an “independent,” “outside,”“independent” or “non-employee”“outside” director, as applicable, under the rules and regulations of the SEC NASDAQ and the Internal Revenue Code.

In January 2018, we entered into an agreement with Liberty Media to license approximately 800 square feet of space and provide office services in one of our New York offices for use by Formula One, a subsidiary of Liberty Media. Liberty Media paid us an annual fee of $25,000 for the use of this space. The agreement was approved by our independent directors. The parties terminated this agreement in 2019.NASDAQ.

We have entered into several agreements with Live NationThe Apollo Theater in the ordinary course of business, including agreements associated with our marketing operations.to hold certain live subscriber events. In 2021, we also made a donation of $5 million to The amounts payable by us to Live Nation did not exceed 1%Apollo Theater for restoration of either company’s consolidated gross revenues. Michael Rapino,the historic theater. Jonelle Procope, the President and Chief Executive Officer of Live Nation,the Apollo Theater Foundation, Inc., is a member of our board of directors.

InSince 2017, we have entered into an agreementa series of agreements with MichaelMeyer Shank Racing, Inc., the owner of a professional race car team competing in the IndyCar Series and other auto racing series, and AutoNation, Inc. to jointly sponsor a professional race car team. In 2018, Mr. Meyer, our Chief Executive Officer, purchased a 44% interest in Michael Shank Racing, Inc., and the company changed its name to Meyer Shank Racing, Inc. Promptly following Mr. Meyer’s purchase of hisVice Chairman, owns an interest in Meyer Shank Racing, Inc., our Our board of directors has reviewed our agreementagreements and relationship with the company and approved our continuing association. In 2019,2020, we and AutoNation, Inc. entered into an amendment to our racing team sponsorship agreement with Meyer Shank Racing, Inc. The amendment increased the number of races our affiliated team participates in, provided us additional marketing benefits, and increased our financial sponsorship obligation. In 2020, we and AutoNation, Inc. renewedrenew this racing team sponsorship agreement with Meyer Shank Racing, Inc. for the 2020 and 2021 racing seasons. Pursuant to the terms of the agreement, in 2020, we spent approximately $1.75 million in connection with this sponsorship and in 2021, we expect to spend approximately $1.4 million.

On February 1, 2021, we entered into a tax sharing agreement with Liberty Media Corporation governing the allocation of consolidated U.S. income tax liabilities and setting forth agreements with respect to other tax matters. The tax sharing agreement was negotiated and approved by a special committee of our board of directors, all of whom were independent of Liberty Media.

Under the Internal Revenue Code, two corporations may form a consolidated tax group, and file a consolidated federal income tax return, if one corporation owns stock representing at least 80% of the voting power and value of the outstanding capital stock of the other corporation. As of March 31, 2021, Liberty Media beneficially

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On November 26, 2019, Liberty Media offeredowned, directly and sold in a private offering $525 million aggregate original principal amountindirectly, approximately 77% of 2.75% Exchangeable Senior Debentures due 2049 (the “Debentures”). The Debentures are exchangeable forthe outstanding shares of our common stock. Upon an exchange of Debentures,We expect that Liberty Media at its option, may deliver our common stock,could beneficially own, directly and indirectly, over 80% of the value thereof in cash or shares of Liberty Media’s Series C Liberty SiriusXM Common Stock (“LSXMK”) or any combination ofoutstanding shares of our common stock cash and/at some time in 2021, and Sirius XM Holdings Inc. and Liberty Media Corporation would then become members of the same consolidated tax group. Should that happen, the tax sharing agreement would govern certain matters related to the resulting consolidated federal income tax returns, as well as state and local returns filed on a consolidated or shares of LSXMK.combined basis.

Concurrently with the pricingThe tax sharing agreement contains provisions that we believe are customary for tax sharing agreements between members of that offering, we agreeda consolidated group. The tax sharing agreement and our inclusion in Liberty Media’s consolidated tax group is not expected to purchase 18,279,670 shares of our common stock in a privately negotiated transaction through one of the initial purchasers of the Debentures. We repurchased such shares at a purchase price of $6.76 per share, which was a discount of approximately 2.9% to the closing price per share of our common stockhave any material adverse effect on November 21, 2019, the date of the pricing of the Debentures. This repurchase could have increased (or reduced the size of any decrease in) the market price of our common stock and have could in turn resulted in a higher effective exchange price for the Debentures.

Compensation Paid to Related Parties

David Greenstein, the son of our President and Chief Content Officer, Scott A. Greenstein, is employed by our subsidiary, Pandora, as an Associate Product Manager in Oakland, California. The total value of the compensation paid to Mr. David Greenstein in 2019 for services rendered to us in all employment capacities (calculated using the same methodology we use for calculating our CEO’s compensation as shown in the “Total” column of the 2019 Summary Compensation Table) was $156,623. Mr. David Greenstein has been employed by Pandora since March 18, 2019.us.

What is the relationship between SiriusXM and Liberty Media Corporation?

In February and March 2009, we entered into several transactions to borrow up to $530 million from Liberty Media Corporation and its affiliates. All of these loans were repaid in cash in 2009.

As part of the transactions with Liberty Media, in February 2009, we entered into an investment agreement (the “Investment Agreement”) with Liberty Radio, LLC, an indirect wholly-owned subsidiary of Liberty Media. Pursuant to the Investment Agreement, we issued to Liberty Radio, LLC 12,500,000 shares of convertible preferred stock in partial consideration for the loan investments. The preferred stock was convertible into approximately 40% of our outstanding shares of common stock (after giving effect to such conversion).

In September 2012, Liberty Radio, LLC converted 6,249,900 shares of its preferred stock into 1,293,467,684 shares of our common stock. In January 2013, the Federal Communications Commission granted Liberty Media approval to acquire control of us, and Liberty Radio, LLC converted its remaining preferred stock into an additional 1,293,509,076 shares of our common stock. As a result of these conversions of preferred stock and additional purchases of our common stock, Liberty Media then beneficially owned, directly and indirectly, over 50% of our outstanding common stock.

Three individuals who are affiliated with Liberty Media, either as executives, senior advisors or members of the board of directors of Liberty Media, are members of our board of directors. Gregory B. Maffei, the President and Chief Executive Officer of Liberty Media, is the Chairman of our board of directors.

As a result, Liberty Media has the ability to control our affairs, policies and operations, such as the appointment of management, future issuances of our common stock or other securities, the payment of dividends on our common stock, the incurrence of debt by us, amendments to our certificate of incorporation and by-laws and the entering into of extraordinary transactions, and their interests may not in all cases be aligned with the interests of other stockholders. In addition, Liberty Media can determine the outcome of all matters requiring general stockholder approval and has the ability to cause or prevent a change of control of our Company or a change in

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the composition of our board of directors and could preclude any unsolicited acquisition of our Company. The concentration of ownership could deprive stockholders of an opportunity to receive a premium for their common stock as part of a sale of our Company and might ultimately affect the market price of our common stock.

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Does SiriusXM have corporate governance guidelines and a code of ethics?

Our board of directors adopted theGuidelineswhich set forth a flexible framework within which the board, assisted by its committees, directs our affairs. TheGuidelinescover, among other things, the composition and functions of our board of directors, director independence, management succession and review, committee assignments and selection of new members of our board of directors.

Our board of directors has also adopted aCode of Ethics, which is applicable to all our directors and employees, including our chief executive officer, principal financial officer and principal accounting officer.

OurGuidelinesand theCode of Ethicsare available on our website athttp://investor.siriusxm.comunder “Corporate Governance” and in print to any stockholder who provides a written request for either document to our Corporate Secretary. If we amend or waive any provision of theCode of Ethicswith respect to our directors, chief executive officer, principal financial officer or principal accounting officer, we will, if required, post the amendment or waiver at this location on our website.

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Executive Compensation

INTRODUCTION

This Compensation Discussion and Analysis, or “CD&A,” describes and analyzes our executive compensation program for all persons who served as our Chief Executive Officer ourand Chief Financial Officer during 2020 and our three other most highly compensated executive officers for 2020 as named in our Summary Compensation Table. We refer to these fivesix officers throughout this CD&A and the accompanying tables as our “named executive officers.”

During 2020, we implemented several changes in our executive leadership:

As Mr. Meyer served as our Chief Executive Officer for all of 2020, references to our Chief Executive Officer throughout this CD&A refer to Mr. Meyer unless otherwise noted.

EXECUTIVE SUMMARY

The Compensation Committee is responsible for developing and maintaining a compensation program for our senior management, including our named executive officers. The goal of our compensation programs is to provide competitive compensation packages that (1) help ensure we recruit and retain the high caliber executives we need to achieve our business strategy and financial goals, (2) deliver positive returns to our stockholders over both the short-term and the long-term and (3) compensate our executives in a way that is commensurate with their responsibilities and appropriately encourages and rewards their performance. To achieve this, the Compensation Committee designs our compensation packages with great care and consideration in order to reward (i) companyCompany performance as measured by strategic, operating and financial results, (ii) individual contributions to those results and (iii) stock price growth on both an absolute and a relative basis. The Compensation Committee seeks to ensure that a large portion of our named executive officers’ compensation is performance-based and/or equity-linked rather than fixed, and awards are balanced between short-term and long-term compensation to incentivize our executives to achieve strong operating and financial results, while achieving long-term strategic objectives that drive sustainable stockholder value. The 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 essential to our long-term success, particularly in light of the competitive, regulatory and technological environments in which we operate.

The Compensation Committee continues to believe that it is important to remain flexible in terms of senior management compensation and that our interests—and particularly the interests of our stockholders—are best served by regular evaluations of all aspects of our compensation structure and maintaining flexibility to individually tailoredtailor appropriate compensation arrangements. Such regulararrangements for our senior management. Regular evaluations ensure that our compensation programs do not include inadvertent incentives for our named executive officers to take inappropriate business risks by making decisions that may be in their interests but not in the best interests of our stockholders. Accordingly, the Compensation Committee discusses and evaluates our compensation program regularly, particularly the equity-based components of our compensation program, and regularly receives information regarding our compensation program’s design, bonus targets and equity grant guidelines. The

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EXECUTIVE COMPENSATION • COMPENSATION DISCUSSION AND ANALYSIS

Compensation Committee may modify its practices, including with respect to the mix of equity-based components that are included in our compensation program, to respond to market practicesevolving compensation trends and other events andin order to further strengthen the link between executive and stockholder interests.

In addition, theThe Compensation Committee believes that the diversity of our businesses, overlaid with the impact of potential cyclical factors, including factors affecting the sales of vehicles in the United States, as well as macroeconomic and social factors (such as the coronavirus crisis)COVID-19 pandemic) on a global scale, can make financial goal-setting a challenge for us, both on a short-term and long-term basis. The work that our named executive officers must do to successfully operate our businesses, including working constructively, proactively and cohesively together and fostering a culture of integrity and respect, while remaining true to our core values, does not at all times readily lend itself to formulaic measurements, and a proper assessment requires the use of business judgment.

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EXECUTIVE COMPENSATION •COMPENSATION DISCUSSION AND ANALYSISIn 2020, the Company engaged FW Cook, a consulting firm specializing in executive compensation and related corporate governance matters, to assist management and the Compensation Committee in various matters, including assessing our equity-based compensation practices for our senior management and evaluating compensation arrangements for our executive management. In late 2020, the Compensation Committee separately engaged Semler Brossy Consulting Group, LLC, an independent national executive compensation consulting firm, to assist with its continuing evaluation of our equity-based compensation program for senior management. The Compensation Committee evaluated whether any of the work provided by FW Cook or Semler Brossy Consulting Group, LLC during 2020 raised any conflict of interest and determined that it did not.

Do’s and Do Not’sDon’ts of Executive Compensation

What We Do			þWhere appropriate, grant performance-based restricted stock units to ensure that a majoritylarge portion of executive pay is tied to performance
			þInclude clawback provisions in our executive employment agreements
			þProvide reasonable post-employment and change in control protections
			þInclude a “double-trigger” change in control provision in our Sirius XM Holdings Inc. 2015 Long-Term Stock Incentive Plan (the “2015 Plan”)
			þProhibit short sales, transactions in derivatives and other hedging activities of our common stock by employees
What We Don’t Do			ýInclude golden parachute excise tax gross-ups in employment agreements
		ýReprice underwater stock options without stockholder approval
		or grant stock options with an exercise price less than the fair market value of our common stock on the grant date ýProvide excessive perquisites
		or tax gross-ups on any perquisites ýOffer defined benefit pension plans or supplemental executive retirement plans; instead, we offer an unfunded deferred compensation plan as an additional retirement vehicle for executive officersexecutives ý Provide special change in control benefits to executives

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EXECUTIVE COMPENSATION • COMPENSATION DISCUSSION AND ANALYSIS

Say-on-Pay Vote

At our annual meeting of stockholders in 20172020, we held an advisory “say on pay” vote on the compensation of our named executive officers as required under Section 14A of the Exchange Act. At that meeting, our stockholders overwhelmingly approved the compensation of our named executive officers, with almost 94%approximately 98% of our common stock that voted casting votes in favor of our say on paysay-on-pay resolution. The Compensation Committee considered the strong support ofthat our stockholders expressed for our overall compensation programs and philosophy and determined that our programs continue to provide a competitive pay-for-performance package that effectively aligns the interests of our named executive officers with those of our stockholders. Accordingly, the Compensation Committee has not made any significant changes to the core elements of our compensation programs as a result of that vote. In addition, during our ordinary course engagements with investors over the past year, we have not received feedback seeking changes to these core elements.

At our annual meeting of stockholders in 2017, we also held an advisory vote on the frequency with which we conduct our future advisory say on pay votes. Over 92% of our common stock that voted cast votes in favor of holding such votes every three years. As a result, theThe board previously adopted a policy of holding say on pay“say-on-pay” votes every three years.

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EXECUTIVE COMPENSATION •COMPENSATION DISCUSSION AND ANALYSIS The Compensation Committee believes that a three-year period between “say-on-pay” votes is reasonable as it allows stockholders sufficient time to evaluate the effectiveness of our executive compensation strategies. Although the Compensation Committee will continue to monitor the frequency of “say-on-pay” votes, the Compensation Committee considers a triennial vote to be the appropriate frequency to provide time to thoughtfully consider and implement changes to our executive compensation program. The next “say-on-frequency” vote will be held at the 2023 annual meeting of stockholders.

20192020 Business Highlights

This past year presented unique and unprecedented challenges as our executive team navigated the uncertainties created by the COVID-19 pandemic. Despite the pandemic, our results, in light of the pandemic, are a testament to the resiliency of our business, the strength of our audio entertainment product, the loyalty of our customers and the successful execution by our management. We believe that the compensation program for our senior management, including our named executive officers, was an important tool in helping us deliver strong operating and financial performance and create value for our stockholders in 2019.manage the Company during the pandemic. Our board of directors credits the leadership of James E. Meyer and our other named executive officers for working cohesively to effectively manage our businesses amid the COVID-19 pandemic, for preserving business continuity without sacrificing the safety of our employees, for fostering our entrepreneurial and innovative workplace culture while maintaining our commitment to act with integrity and respect and givegiving back to the communities in which we operate, and for our achievement ofachieving strong operating and financial performance over the past several years and for their strategic vision.

years. Our strong financial results have allowed us to (i) reinvest in our business to compete effectively and adapt to changing consumer behavior and (ii) return significant capital to stockholders while maintaining a strong balance sheet, and (iii) complete our acquisition of Pandora Media, Inc. (“Pandora”) to create a strong audio entertainment company.sheet. Further, we believe that we remain well positioned to capitalize on opportunities and successfully address future business challenges.

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The following illustration highlightsEXECUTIVE COMPENSATION • COMPENSATION DISCUSSION AND ANALYSIS

Despite the negative impact that the COVID-19 pandemic had on auto sales and the advertising market, we were still able to achieve a number of our successful financial and operating resultsgoals for 2019:2020, as illustrated below:

8%		14%		9%

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PRIMARY OBJECTIVES OF OUR COMPENSATION PROGRAMS

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EXECUTIVE COMPENSATION •COMPENSATION DISCUSSION AND ANALYSIS

PROGRAM OBJECTIVES

Our compensation philosophy is driven by our objective to attract and retain the premier talent needed to lead SiriusXM in a dynamic, innovative and extremely competitive environment and to strongly align the interests of our executives with those of our stockholders for the long-term. We provide compensation that is largely “at risk” and competitive with the various markets and industries in which we compete for talent. We also endeavor to develop executive compensation programs that are consistent with, explicitly linked to, and support our strategic objectives—growing our business while increasing value for our stockholders.

We achieve these objectives through three primary compensation elements:

The Compensation Committee believes that equity awards motivate executives to execute on long-term strategic objectives and that achieving these objectives are the principal drivers of stockholder value creation. Accordingly, the value of equity-based awards representrepresents a significant portion of our executives’ compensation.

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EXECUTIVE COMPENSATION •COMPENSATION DISCUSSION AND ANALYSIS

For 2019,2020, approximately 89%90% of our Chief Executive Officer’s direct compensation (defined as base salary, annual bonus and long-term incentive awards), and approximately 84% of the direct compensation for our other named executive officers, was “at risk,” as illustrated below. Long-term incentive compensation includes a pro rata portion of the equity compensation from 20192020 and prior years that vested or compensated the employee during 2019.2020.

CEO Pay Mix		Other NEOs Pay Mix

HOW WE DETERMINE EXECUTIVE COMPENSATION

Processes and Compensation Decisions

The Compensation Committee monitors “best practices” and emerging trends in executive compensation, relies on the general business and industry knowledge and experience of its members, and uses informal market comparisons for specific positions as one of many factors in making compensation decisions.

TheIn 2020, the Compensation Committee doesdid not set compensation components to meet specific market levels and doesdid not benchmark executive compensation against any setspecific peer group of companies. However, from time to time, the Compensation Committee finds it useful to look at compensation levels at various other companies in evaluating whether our compensation program, both as a whole and with respect to individual compensation elements, are reasonable and within a competitive range.

In making decisions with respect to a named executive officer’s compensation, the Compensation Committee takes a holistic approach and, in addition to the above, considers several factors, including but not limited to:

In addition, the work that our officers must do to satisfactorily operate our businesses, including working constructively, proactively and cohesively together and fostering a culture of integrity and respect, does not readily lend itself to formulaic measurements, and a proper assessment requires the Compensation Committee to use its business judgment. The Compensation Committee does not consider past wealth accumulation in connection

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EXECUTIVE COMPENSATION • COMPENSATION DISCUSSION AND ANALYSIS

with its compensation decisions. The Compensation Committee believes that executives should not be penalized in future years for strong performance in prior years; that all employees, regardless of their financial situation, should have a compensation package that is competitive for their respective positions.

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EXECUTIVE COMPENSATION •COMPENSATION DISCUSSION AND ANALYSIS

( Depending 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 named executive officers may be within, below or above the market range for their positions. Each named executive officer is employed pursuant to agreements described under “Potential Payments or Benefits Upon Termination or Change in Control—EmploymentControl-Employment Agreements” below.)

Role of Executive Officers in Determining Executive Compensation

In determining 2020 compensation levels, including the size and potential award opportunity of equity-based awards, if any, for each named executive officer (other than the Chief Executive Officer), the Compensation Committee also consultsconsulted with and considersconsidered the recommendations and input of Mr. Meyer, our Chief Executive Officer.Officer during 2020. Mr. Meyer’s recommendations were based, in part, on his assessment of the executive’s annual and long-term performance, as well as our Company-wide performance, including that of the business unit that the executive leads. In her new role as Chief Executive Officer, Ms. Witz will also consult with the Compensation Committee on compensation for the Company’s executive officers (other than with respect to her own compensation).

Other Considerations in Determining Executive Compensation

The Compensation Committee believes that it should retain discretion to adjust the compensation of a named executive officer from time to time to reward performance, to reflect the assumption of additional responsibilities, the occurrence of unanticipated circumstances, and uponin connection with the negotiation of new employment agreements or the renewal of employment agreements.

EACH ELEMENT OF OUR EXECUTIVE COMPENSATION PROGRAM AND HOW IT WORKS

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 the specific factors considered in determining the levels of these compensation elements for the named executive officers for 2019.2020.

Base Salary

Base salaries for the named executive officers are determined consistent with the terms of their respective employment agreements. An executive’s base salary may also be increased as part of the Compensation Committee’s annual review of executive base salaries or at other times if the Compensation Committee determines that an adjustment is warranted to more appropriately compensate the executive for the executive’s day-to-day duties. However, base salary increases are not automaticduties or guaranteed.due to pay levels for comparable positions in the market for executive talent. The base salaries set forth in the employment agreements and any increases over these amounts are determined by the Compensation Committee based on a variety of factors, including:

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The Compensation Committee does not apply specific weighting to any one factor in setting an executive officer’s base salary, and also considers the recommendations of our Chief Executive Officer (except as to his or her own compensation) when determining base salary amounts. The Compensation Committee believes that a competitive base salary is an important component of compensation by providing financial stability for the named executive officers while helping to attract and retain executive talent. In setting base salaries, the Compensation Committee also believes that, in order to better align the interests of our executives with those of our stockholders, the amount of base salary should be a relatively smaller portion of each named executive officer’s overall compensation package as compared to the executive’s annual bonus and equity-based compensation.

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Annual Incentives

To guide the Compensation Committee in determining annual bonus amounts for the named executive officers, in 2019,2020, the Compensation Committee measuredassessed our performance using various criteria which we publicly report, such as increases in subscribers, revenue, adjusted EBITDA and the level of monthly active users (“MAUs”) at Pandora as contained in our annual business plan and budget.Pandora. These measuresmetrics were used by the Compensation Committee as one set of factors, along with other financial and operational metrics that the Compensation Committee deemed relevant, in setting the aggregate bonus pool for employees and in evaluating annual bonus awards for the named executive officers. The Compensation Committee believes that incentivizing performance in this fashion is likely to lead to long-term, sustainable gains in stockholder value. A more detailed description of the methodologies used by the Compensation Committee to determine the annual bonuses, and the amount of the bonuses to our named

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EXECUTIVE COMPENSATION • COMPENSATION DISCUSSION AND ANALYSIS

executive officers, is discussed below under the heading “Fiscal Year 20192020 Pay Results—PaymentResults-Payment of Performance-Based Discretionary Annual Bonuses for 2019”2020” and are reflected in the “Bonus” column of the 20192020 Summary Compensation Table.

Long-term Equity-Based Compensation

The Compensation Committee determines the level of long-term incentive compensation in conjunction with its review and approval of the total compensation to be provided to named executive officers and the objectives of our overall executive compensation program. The Compensation Committee’s policy is generally to determine if any equity awards should be granted to the named executive officers at the time they enter into or renew their employment agreements and revisit the analysis as part of its annual review of executive compensation, with grants, if any, taking place during periods in which employees are permitted to trade in our common stock. Equity awards are made by the Compensation Committee andare in some cases are intended to cover multiple years and, in other circumstances, are made as an annual grant depending on individual circumstances.

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EXECUTIVE COMPENSATION •COMPENSATION DISCUSSION AND ANALYSIS

OurIn 2020, there were no long-term equity grants generally consistmade to Ms. Witz, Mr. Frear or Mr. Donnelly. In the case of stock options, RSUsMs. Witz and PRSUs. During 2019, Mr. MeyerDonnelly, they each previously received 100% of his long-terman equity grants in the form of RSUs. In determining the mix between stock options, RSUs and PRSUs for grantsaward that was intended to our other executives in 2019, the Compensation Committee generally followed the guidelines it previously established: 25% stock options; 25% RSUs, which awards will vest in installments over time; and 50% PRSUs, which will cliff vest aftercover a multi-year performance period if the performance targets established by the Compensation Committee are achieved. The Compensation Committee believes that this mix of equity incentives supports its emphasis on performance-based pay, while also providing an atmosphere for creation of stockholder value. period.

The specific value of the options, RSUs and PRSUs granted to Mr. Greenstein was determined by the Compensation Committee with the assistance of our Chief Executive Officer, other than with respect to the grants made towhile Mr. Meyer which wereMeyer’s RSU grant was determined solely by the Compensation Committee.

The PRSUs granted by the Compensation Committee in 2019 are subject to the Company’s level of achievement of one or more financial and/or operating goals or combination of goals for a multi-year performance period as set by the Compensation Committee. These performance metrics may include, among other things, return on net assets, return on stockholders’ equity, return on assets, return on capital, revenue, average revenue per subscriber, total stockholder returns, profit margin, earnings per share, free cash flow per share, net earnings, operating earnings, free cash flow, adjusted earnings before interest, taxes, depreciation and amortization, earnings before interest, taxes, depreciation and amortization, number of subscribers, growth of subscribers, operating expenses, capital expenses, subscriber acquisition costs or other metrics.

Historically, the PRSUs granted by the Compensation Committee were subject to achievement of a two-year, cumulative free cash flow target established by the Compensation Committee, measured over a two-year performance period. The Compensation Committee chose free cash flow as the performance metric for the PRSUs granted in 2019 because it viewsviewed free cash flow as an important operating metric that is more effectively measured over a multi-year performance period and that aligns our executives’ interests with those of our stockholders. The settlement of PRSUs earned in respect of the applicable two-year performance period is generally subject to the executive’s continued employment with us for an additional vesting period following the end of the applicable performance period. This additional vesting period varies for executive officers but is generally one year. This additional time-based feature serves as a retention tool and results in an equity award that has both time- and performance-based vesting elements.

As described further below, the PRSUs granted to Ms. Witz and Mr. Donnelly during 2019 are eligible to be earned based on the level of achievement of the cumulative free cash flow target established with respect to the two-year performance period consisting of, for Ms. Witz’s grant, the calendar years ending December 31, 2019 and December 31, 2020, and for Mr. Donnelly’s grant, the calendar years ending December 31, 2020 and December 31, 2021, as illustrated below:

If, at the end of the applicable performance period, the level of free cash flow falls between 80% and 100%, the percentage of PRSUs eligible to vest will be determined based on a straight line interpolation. There were no PRSUs granted to Messrs. Greenstein or Frear in 2019. Each of these executives previously received an equity award that was intended to cover a multi-year period.

3640

20202021 PROXY STATEMENT

EXECUTIVE COMPENSATION •COMPENSATION DISCUSSION AND ANALYSIS

In 2021, the Compensation Committee approved a modification to the design of our long-term equity compensation program for our senior management. The Compensation Committee intends to award equity-based compensation to our senior management in the form of: 25% stock options, which awards will vest in installments on the first three anniversaries of the date of grant; 25% RSUs, which awards will vest in installments on the first three anniversaries of the date of grant; 25% PRSUs, which will cliff vest on the third anniversary of the date of grant after a two-year performance period if the free cash flow target established by the Compensation Committee is achieved; and 25% PRSUs, which will cliff vest after a three-year performance period based on the performance of our common stock relative to the companies included in the S&P 500 Index. We refer to this performance measure as a relative “TSR” or “total stockholder return” metric. PRSUs based on the relative total stockholder return metric will only vest if our performance achieves at least the 25^th percentile, with a target payout requiring performance at the 50^th percentile. The settlement of PRSUs earned in respect of the applicable three-year performance period is generally subject to the executive’s continued employment with us through the date the total stockholder return performance is certified by the Compensation Committee. The specific amount of long-term equity grants awarded to our named executive officers is discussed below under the heading “Fiscal Year 2020 Pay Results—Long-Term Equity Grants for 2020.”

2021 PROXY STATEMENT

41

EXECUTIVE COMPENSATION • COMPENSATION DISCUSSION AND ANALYSIS

A summary of the terms applicable to grants of stock options, RSUs and PRSUs is set forth below:

42

2020

2021 PROXY STATEMENT

37

EXECUTIVE COMPENSATION •COMPENSATION DISCUSSION AND ANALYSIS

FISCAL YEAR 20192020 PAY RESULTS

20192020 Base Salary Decisions

During 2019, the Compensation Committee approvedIn September 2020, we entered into a new employment agreement with Mr. Sullivan to serve as our Executive Vice President and Chief Financial Officer. Pursuant to this agreement, Mr. Sullivan’s annual base salary increases foris set at $1,100,000. There were no changes to the named executive officers listed in the following table. Such increases were approved in connection with the extension of the applicable executive’s employment agreements or as part of the Compensation Committee’s annual review of executives’ compensation, taking into account any increased duties and responsibilities of the applicable executives.

Nonebase salaries of our other named executive officers received base salary increases in 2019.during 2020.

Payment of Performance-Based Discretionary Annual Bonuses for 20192020

To guide the Compensation Committee in determining bonus amounts for the named executive officers, in 2019,2020, the Compensation Committee adopted a bonus plan that generally measured our performance using various criteria, such as increases in subscribers, revenue, adjusted EBITDA and the level of Pandora’s MAUs. This plan did not require the Compensation Committee to provide a guaranteed bonus or a minimum bonus to any of the named executive officers. Rather, this plan iswas used by the Compensation Committee as one set of factors in evaluating and benchmarking bonus amounts for the named executive officers.

In connection with2020, we did not meet all of the goals set forth in our bonus awards with respect to 2019, the Compensation Committeeplan. After carefully reviewedreviewing our 2020 performance against the key metrics described abovecontained in our budget and business plan. Following its review ofplan and reviewing other considerations relating to our 2019 performance in 2020, the Compensation Committee:

TheMr. Sullivan was paid a minimum bonus amount as part of the terms of his new employment agreement that we entered into when hiring him as our Executive Vice President and Chief Financial Officer.

For our other named executive officers, the actual amount of the bonus paid to each named executive officerof them was based on a combination of factors, including our 20192020 corporate performance, their individual contributions and performance in their areas of responsibility and, with respect to all named executive officers other than himself, recommendations made by our Chief Executive Officer.Mr. Meyer. Bonuses were not awarded or based upon pre-established performance measures that were communicated to the named executive officers in advance. The various specific factors taken into consideration in determining the bonus amounts for the named executive officers are set forth below. The bonus amount for our Chief Executive Officer is discussed below under the heading “2019“2020 Compensation Snapshot: Compensation of Our Chief Executive Officer.”

38

20202021 PROXY STATEMENT

43

EXECUTIVE COMPENSATION •COMPENSATION DISCUSSION AND ANALYSIS

Mr. Greenstein was awarded a bonus for his contributions during the year, including:

Ms. Witz was awarded a bonus for her contributions during the year, including:

Pursuant to the terms of the separation agreement and release of claims that we entered into with Mr. Frear, our former Senior Executive Vice President and Chief Financial Officer, Mr. Frear was awarded a pro-rated bonus for his(based on the number of days he was employed by us) to reflect the contributions he made during the year, including:

44

2020

2021 PROXY STATEMENT

39

EXECUTIVE COMPENSATION •COMPENSATION DISCUSSION AND ANALYSIS

Mr. Donnelly was awarded a bonus for his contributions during the year, including:

Based on the foregoing, the Compensation Committee approved the specific annual bonus amounts set forth in the Summary Compensation Table under the “Bonus” column for each of the above named executive officers.

Long-Term Equity Grants for 20192020

We make grants of equity-based compensation to incentivize our executives to continue providing meaningful and effective services to our customers and stockholders. The long-term nature of the awards serves as our primary retention tool.

During 2019,2020, our long-term equity grants generally consisted of stock options, RSUs and PRSUs (except for Mr. Meyer who, during 2019,2020, received only RSUs)RSUs, and Ms. Witz and Messrs. Frear and Donnelly who, as explained below, received no long-term equity grants in 2020). The grant date target value of the options, RSUs and PRSUs granted was determined by the Compensation Committee (with the assistance of our Chief Executive Officer). The number of stock options granted was equal to the total target value of the executive’s individual stock option grant calculated under the Black-Scholes-Merton model. TheIn 2020, the number of RSUs and PRSUs granted was equal to the total target value of the executive’s individual RSU and PRSU grant divided by the per share closing price of our common stock reported on NASDAQ on the grant date of the award.

The grant date fair value of the awards is identified in the Summary Compensation Table under the “Stock Awards” and the “Option Awards” columns, and in the “Grants of Plan-Based Awards in 2019”2020” table. The specific grants made to each executive are described below.

In August 2018,October 2019, we entered into an employment agreement with Mr. Meyer to continue serving as our Chief Executive Officer through December 31, 2019.2020. In connection with the execution of that agreement, on January 2, 2019,2020, we granted Mr. Meyer RSUs with a grant date value of $7,500,000$10,000,000 that cliff vested on December 31, 2019.2020. The vesting of those RSUs was subject to Mr. Meyer’s continued employment through the vesting period.

In March 2019,September 2020, we entered into a newan employment agreement with Ms. WitzMr. Sullivan to serve as our new Executive Vice President Sales, Marketing and Operations.Chief Financial Officer, effective October 26, 2020. In connection with her newhis agreement, in October 2020, we granted Ms. WitzMr. Sullivan stock options and RSUs with a grant date fair value equal to $3,000,000$2,250,000 and $3,000,000, respectively. The vesting of these stock options and RSUs is generally subject to Ms. Witz’s continued employment through the applicable vesting dates. We also granted PRSUs to Ms. Witz with a grant date fair value equal to $6,000,000. The PRSUs are eligible to vest based on the achievement of the cumulative free cash flow target established by our board of directors for the performance period beginning January 1, 2019 and ending December 31, 2020. The vesting and settlement of the PRSUs earned in respect of this performance period is subject to Ms. Witz’s continued employment with us until March 5, 2022, at which time the PRSUs earned in respect of the performance period will vest and settle in shares of our common stock.