David Zaslav
SIRIUS XM HOLDINGSAbout David M. Zaslav
David M. Zaslav (age 65) has served as an independent director of Sirius XM Holdings Inc. since May 2013. He is President and CEO of Warner Bros. Discovery, Inc. (since April 2022), and previously served as President and CEO of Discovery Communications, Inc. (2007–2022), with prior senior roles at NBC and NBC Universal. Education is not detailed in the 2025 proxy; core credentials emphasize deep media and entertainment leadership and general management expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Warner Bros. Discovery, Inc. | President & CEO; Director | Apr 2022–present | Leads one of the world’s largest media companies; boardroom media strategy insight |
| Discovery Communications, Inc. | President & CEO; Director | 2007–Apr 2022 (CEO); 2008–Apr 2022 (Director) | Built nonfiction media leadership; industry operating experience |
| NBC; NBC Universal | EVP of NBC; President, NBC Cable; President, Cable & Domestic TV and New Media Distribution | 1999–2006 (NBC); May–Dec 2006 (NBC Universal) | Distribution, cable operations, and new media expertise |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| American Cinematheque | Director | Current | Non-profit film institution |
| Grupo Televisa | Director | Current | Media company board role |
| Paley Center for Media | Board of Trustees | Current | Media thought leadership |
| Syracuse University | Board of Trustees | Current | Higher education governance |
| NYU Langone Health | Board of Overseers | Current | Healthcare oversight |
| Academy of Motion Picture Arts & Sciences | Executive Branch Member | Current | Industry body |
| Television Academy | Member | Current | Industry body |
| Blade Air Mobility; Lions Gate Entertainment; Mt. Sinai Medical Center; Partnership for NYC; USC Shoah Foundation; The Cable Center; Elie Wiesel Foundation (Advisor) | Director/Advisor (various) | Past 5 years (historical roles) | Broad network across media, mobility, civic organizations |
Board Governance
- Committee memberships: Nominating and Governance Committee (member). Not on Audit or Compensation; Jonelle Procope chairs Nominating & Governance .
- Independence: Board determined Zaslav is independent under Nasdaq and company guidelines; ordinary course content and marketing agreements with Warner Bros. Discovery were evaluated and did not impair independent judgment .
- Attendance: Board held 8 meetings; committees held 4 (Audit), 3 (Compensation), 2 (Nominating & Governance); each incumbent director and nominee attended at least 75% of meetings of the board and committees on which they served in 2024 .
- Tenure/Age: Tenure 12 years (as of Mar 31, 2025); Age 65 .
- Board structure: Board declassifying by 2027; Zaslav is a Class III director (term expiring at the 2027 annual meeting) .
Fixed Compensation
| Component (2024) | Amount | Detail | Source |
|---|---|---|---|
| Annual cash retainer | $100,000 | Non-employee director retainer | |
| Committee chair fee | $0 | Not a chair in 2024 | |
| Meeting fees | $0 | Not disclosed; program uses retainers | |
| RSU grant (annual) | $175,001 | 64,103 RSUs granted May 23, 2024; vest on first anniversary | |
| Total 2024 director compensation | $275,001 | Cash + stock awards | |
| Dividend equivalent units | N/A | RSUs accrue dividend equivalents; vest per RSU terms |
Notes:
- Director equity grants are time-vested RSUs; directors no longer receive stock options as part of annual equity compensation .
- Ownership guideline: Minimum stock ownership of 5x annual cash retainer; compliance deadline is the later of five years from board appointment or September 1, 2029 .
Performance Compensation
- No director-specific performance-based equity awards disclosed; non-employee director equity is time-vested RSUs (no PSUs or director option grants as part of annual program) .
Other Directorships & Interlocks
| Entity | Nature of Relationship | Potential Interlock/Exposure | Board’s Independence Assessment |
|---|---|---|---|
| Warner Bros. Discovery, Inc. | Zaslav is CEO and director | Ordinary course content and marketing agreements with SiriusXM | Board concluded these relationships do not impair independence |
The proxy also includes an “Outside Commitments” review; the Nominating & Governance Committee determined Zaslav’s outside service augments his role at SiriusXM and does not conflict with his responsibilities .
Expertise & Qualifications
- Deep media and entertainment industry expertise; senior operating experience at WBD, Discovery, NBC/NBCU .
- Governance experience across multiple cultural, educational, and industry institutions (Paley Center, Syracuse University, NYU Langone, Academy/Television Academy) .
- Board contributes to evaluation of content and marketing opportunities and audio entertainment trends .
Equity Ownership
| Metric (as of Mar 31, 2025 unless noted) | Value | Notes |
|---|---|---|
| Beneficial ownership (Rule 13d-3) | 28,469 shares | Includes securities with right to acquire within 60 days |
| Common shares held | 14,720 shares | Excludes derivatives; separate disclosure table |
| Options outstanding | 8,118 options (aggregate at 12/31/2024) | Directors no longer receive options annually; legacy/converted awards remain |
| Unvested RSUs + dividend equivalents | 6,524 units (as of 12/31/2024) | Reflects post-spin conversion and accruals |
| Ownership as % of shares outstanding | <1% | Company-wide table indicates less than 1% for directors |
| Director ownership guideline | 5× annual cash retainer; achieve by Sep 1, 2029 or 5 years from appointment, whichever later | Applies to all directors |
Governance Assessment
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Strengths:
- Independence affirmed despite WBD relationships; oversight via Nominating & Governance Committee membership .
- Attendance at least 75%; contributes to board effectiveness .
- Balanced director pay structure with meaningful equity component and robust ownership guidelines (5x retainer), aligning interests with shareholders .
-
Watch items / potential conflicts:
- Concurrent CEO role and board seat at WBD with ordinary-course content and marketing agreements with SiriusXM represent a related exposure. The board’s explicit review concluded no impairment of independence, but investors may monitor evolving commercial ties for conflict risk over time .
- Heavy outside commitments acknowledged; N&G Committee assessed and concluded they augment his role, but time demands should be periodically reassessed for board effectiveness .
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Signals for investor confidence:
- Declassification of the board by 2027 increases accountability; Zaslav’s continued service within a more frequently elected framework supports shareholder oversight .
- Director compensation is straightforward, without option repricing or unusual perquisites; no tax gross-ups noted for directors; deferred compensation available but no special provisions disclosed for Zaslav .
RED FLAGS: None explicitly disclosed for Zaslav (no pledging/hedging, related-party transactions beyond ordinary-course agreements evaluated for independence). Continued monitoring of WBD-SiriusXM commercial dealings and the aggregate burden of outside roles is prudent .