Dave Stephenson
SIRIUS XM HOLDINGSAbout Dave Stephenson
Independent director of Sirius XM Holdings Inc. since September 18, 2025; appointed as a Class III director and named to the Compensation Committee. Currently Chief Business Officer and Head of Employee Experience at Airbnb; previously served five years as Airbnb’s Chief Financial Officer and spent 17 years at Amazon in senior finance roles. Education: MBA from the University of Iowa; BS in Industrial and Management Engineering from Montana State University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Airbnb, Inc. | Chief Business Officer & Head of Employee Experience | Jan 2024–present | Oversees global business growth and HR; compensation, diversity, and “Live and Work Anywhere” program |
| Airbnb, Inc. | Chief Financial Officer | 2019–Feb 2024 | Integral to IPO; led finance and strategy |
| Amazon.com, Inc. | VP & CFO, Worldwide Consumer Organization | 2015–2018 | Led global consumer finance; prior finance leadership across AWS, North America Retail, Merchant Services |
| Amazon.com, Inc. | VP & CFO, International Consumer | Prior to 2015 | Senior finance leadership across key divisions |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lyft, Inc. | Director | Current | Brings technology and marketplace expertise to SIRI board |
Board Governance
- Committee assignments: Compensation Committee member (not Chair) .
- Independence: Board determined he meets Nasdaq and company guidelines for independence .
- Class/term: Class III; expected to stand for reelection at the 2027 Annual Meeting .
- Board/committee activity context: In 2024, SIRI’s board met 8 times; all incumbent directors and nominees attended ≥75% of meetings (Stephenson joined in 2025; attendance for him not yet disclosed) .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $100,000 | 2024 program; applies to non-employee directors |
| Committee chair retainers | Audit: $30,000; Compensation: $20,000; Nominating & Governance: $15,000 | Only for chairs; Stephenson is a member, not chair |
| Equity grant (RSUs) | Approx. $175,000 annually; granted after annual meeting, vest on first anniversary | 2024 grants at $175,001 and vesting terms disclosed |
| Ownership guidelines | Minimum 5× annual cash retainer | Compliance period: later of 5 years from appointment or September 1, 2029 |
| Deferred compensation | Directors may defer retainers under Deferred Compensation Plan; no company match | Distribution and investment provisions detailed |
| Dividend equivalents on RSUs | RSU count adjusted for cash dividends via dividend equivalent units; same vest terms as RSUs | Mechanism and valuation described |
| Eligibility statement | Stephenson eligible for standard non-employee director compensation | As disclosed in appointment 8-K |
Performance Compensation
| Grant Type | Grant Date | Quantity | Vesting | Value/Price | Source |
|---|---|---|---|---|---|
| RSUs | 2025-09-18 | 5,274 | Vest 2026-05-29 | $0.00 (grant) | SEC Form 4 and summary |
Note: Director equity at SIRI is time-based RSUs; no director performance metrics are disclosed in the proxy program .
Other Directorships & Interlocks
- Current public company board: Lyft, Inc. .
- Related-party/transactions: Company states no transactions involving Stephenson requiring Item 404(a) disclosure as of appointment .
- Interlocks: No SIRI-disclosed business with Airbnb or Lyft; board previously assessed other directors’ ordinary course relationships (Live Nation, Tubi/Fox, WBD) without impairing independence; Stephenson not included in those cases .
Expertise & Qualifications
- Finance leadership across high-scale tech platforms (Airbnb CFO; Amazon Worldwide Consumer CFO), bringing capital markets, operating finance, and global scaling expertise .
- Human capital and compensation oversight via Airbnb Employee Experience remit (recruiting, compensation, diversity) supports Compensation Committee effectiveness .
- Technology and e-commerce domain knowledge with operational experience relevant to SIRI’s subscription, advertising, and product strategy .
Equity Ownership
| Date | Filing/Context | Direct/Indirect Holdings | Derivatives/RSUs | Notes |
|---|---|---|---|---|
| 2025-09-18 | Form 3 (initial beneficial ownership) | 0 | — | Initial filing reported no beneficial ownership; filed via attorney-in-fact |
| 2025-09-18 | Form 4 (RSU grant) | — | 5,274 RSUs (A) | RSUs vest 2026-05-29; grant price $0.00 |
| 2025-11-03 | Form 4 (open market sale under 10b5-1) | Sale: 1,845 @ $21.64; post-sale direct: 19,969 | — | Trade under 10b5-1 plan dated 2025-08-01 |
Ownership guideline alignment: SIRI requires 5× cash retainer; Stephenson’s compliance status not yet disclosed given recent appointment .
Governance Assessment
- Committee effectiveness: Finance and HR experience strengthens Compensation Committee oversight (pay design, equity, succession), aligning with SIRI’s move toward formulaic, FCF/TSR-linked executive pay and annual say-on-pay cadence post-spin .
- Independence & conflicts: Board affirmed Nasdaq independence; 8-K notes no related-party transactions; external board seat at Lyft presents minimal conflict given lack of SIRI-disclosed commercial ties; monitor for any future content/ads relationships that could trigger Item 404 review .
- Engagement/attendance: 2024 board attendance strong (≥75% for incumbents/nominees); Stephenson’s attendance will be reportable in the next proxy—an early indicator to watch for board engagement .
- Director pay alignment: Standard SIRI mix of cash retainer plus time-based RSUs; RSU grant documented by Form 4; ownership guidelines reinforce alignment, but initial Form 3 showed zero holdings—expect alignment to build via RSUs and potential open-market accumulation over time .
- Signals/RED FLAGS:
- Early RSU disclosure and subsequent small sale under a pre-established 10b5-1 plan mitigates trading optics; continue monitoring for pledging or hedging activity (none disclosed) and any related-party ties with Airbnb/Lyft (none disclosed) .
- Not a Compensation Committee chair; composition changes post-spin should maintain majority independence (historically allowed one non-independent in exceptional cases) .
Overall: Stephenson adds seasoned operating finance and human capital expertise, bolstering Compensation Committee capabilities and board oversight. Independence and clean related-party profile support investor confidence; ownership alignment expected to increase as RSUs vest and potential further accumulation occurs .