Sirius XM Appoints New CFO

TL;DR

Sirius XM names Christopher Wirth as new CFO, effective April 17.

AI Summary

SIRIUS XM HOLDINGS INC. announced on April 18, 2024, that its Board of Directors has appointed Christopher W. Wirth as Chief Financial Officer, effective April 17, 2024. Wirth will also serve as Executive Vice President. He previously held the role of Interim Chief Financial Officer since January 2024.

Why It Matters

The appointment of a permanent Chief Financial Officer is a significant leadership change that can impact investor confidence and the company's financial strategy.

Risk Assessment

Risk Level: low — This filing reports a routine executive appointment, which typically carries low risk.

Key Players & Entities

• SIRIUS XM HOLDINGS INC. (company) — Registrant
• Christopher W. Wirth (person) — Appointed Chief Financial Officer
• April 17, 2024 (date) — Effective date of appointment
• April 18, 2024 (date) — Date of report
• January 2024 (date) — Previous interim role start date

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share SIRI The Nasdaq Stock Market
• $1,700,000 — n's annual base salary will increase to $1,700,000. The Employment Agreement entitles Mr.
• $2,600,000 — al base salary, and (ii) the greater of $2,600,000 or the last annual bonus paid (or due a
• $8,250,000 — se for financial reporting purposes, of $8,250,000 at an exercise price equal to the closi
• $1,650,000 — units ("RSUs") having a grant value of $1,650,000. This time-based RSU award will vest in
• $3,300,000 — ance-based RSUs having a grant value of $3,300,000. This performance-based RSU award will

Filing Documents

• c108836_8k-ixbrl.htm (8-K) — 27KB
• c108836_ex10-1.htm (EX-10.1) — 219KB
• x1_c108836x41x1.jpg (GRAPHIC) — 4KB
• 0000930413-24-001306.txt ( ) — 437KB
• siri-20240417_def.xml (EX-101.DEF) — 11KB
• siri-20240417_lab.xml (EX-101.LAB) — 20KB
• siri-20240417_pre.xml (EX-101.PRE) — 11KB
• siri-20240417.xsd (EX-101.SCH) — 3KB
• c108836_8k-ixbrl_htm.xml (XML) — 3KB

02

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On April 17, 2024, our subsidiary, Sirius XM Radio Inc., entered into a new Employment Agreement (the "Employment Agreement") with Scott A. Greenstein to continue to serve as our President and Chief Content Officer. The Employment Agreement will become effective as of May 25, 2024 (the "Effective Date"). Prior to the Effective Date, the terms of Mr. Greenstein's existing employment agreement shall govern the terms of his employment. The term of the Employment Agreement shall begin on the Effective Date and end on May 24, 2027. The Employment Agreement is substantially similar to his existing employment agreement, other than with respect to the economic changes described below. Pursuant to the Employment Agreement, on the Effective Date, Mr. Greenstein's annual base salary will increase to $1,700,000. The Employment Agreement entitles Mr. Greenstein to participate in any bonus plan generally applicable to our executive officers and provides for an annual target bonus equal to two times his base salary. The Employment Agreement provides, in the case of certain qualifying terminations, for continuation of his health insurance and life insurance benefits for eighteen months and for a lump sum severance payment in an amount equal to one and a half times the sum of (i) Mr. Greenstein's annual base salary, and (ii) the greater of $2,600,000 or the last annual bonus paid (or due and payable) to him. In the case of certain qualifying terminations, we are also obligated to pay him a pro-rated bonus for the year in which the termination occurs (based on actual achievement of applicable performance criteria) and any earned but unpaid bonus for the year prior to the termination. Our obligation to provide these severance benefits to Mr. Greenstein is subject to, upon our reasonable request, Mr. Greenstein providing three

01

Item 9.01. Statements and Exhibits (d) Exhibits. Exhibit Number Description of Exhibit 10.1 Employment Agreement, dated as of April 17, 2024, between Sirius XM Radio Inc. and Scott A. Greenstein

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SIRIUS XM HOLDINGS INC. By: /s/ Patrick L. Donnelly Patrick L. Donnelly Executive Vice President, General Counsel and Secretary Dated: April 18, 2024