Eddy Hartenstein
SIRIUS XM HOLDINGSAbout Eddy W. Hartenstein
Independent director (age 74) with 17 years of board service at Sirius XM (director since July 2008), former Board Chair (Nov 2009–Apr 2013) and Lead Independent Director (Apr 2013–Sep 2024). Career credentials span CEO/Publisher of the Los Angeles Times (2008–2014), senior executive roles at Tribune Company, and founding leadership at DIRECTV; he is currently Lead Independent Director at Broadcom, Inc. and a board member of City of Hope, bringing deep satellite, subscription, and consumer marketing expertise; designated an Audit Committee financial expert by the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sirius XM Holdings Inc. | Director; Board Chair; Lead Independent Director | Director since Jul 2008; Chair Nov 2009–Apr 2013; Lead Independent Director Apr 2013–Sep 2024 | Led independent oversight and board leadership through XM merger integration and Liberty transactions . |
| XM Satellite Radio Holdings Inc. | Director | May 2005–Jul 2008 | Pre-merger board experience in satellite audio . |
| Los Angeles Times | Publisher & CEO | Aug 2008–Aug 2014 | Led operational turnaround; later non-exec Chair of Tribune Publishing (Aug 2014–Jan 2016) . |
| Tribune Company | Co‑President; President & CEO | Co‑President Oct 2010–May 2011; President & CEO May 2011–Jan 2013 | Media operating leadership in diversified assets . |
| The DIRECTV Group / DIRECTV, Inc. | Vice Chairman; Chairman & CEO; President | Vice Chairman 2003–2004; Chairman & CEO 2001–2004; President 1990–2001 | Built and scaled subscription/satellite operations . |
| Hughes Communications; Equatorial Communications; NASA JPL | Executive/Technical roles | Prior to DIRECTV | Satellite construction/procurement and communications engineering expertise . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Broadcom, Inc. | Lead Independent Director | Current | Technology governance and audit oversight . |
| City of Hope | Director | Current | Non-profit board service . |
| Tribune Publishing Company | Director / Non‑Exec Chair | Prior | Media governance . |
| TiVo Corporation (and Rovi pre‑merger) | Director | Prior | Digital media/IP licensing . |
| SanDisk Corporation | Director | Prior | Semiconductors/storage . |
| Yahoo! Inc. | Director | Prior | Internet services . |
Board Governance
- Committee assignments (2025): Chair, Compensation Committee; Member, Audit Committee (Audit Chair is Kristina M. Salen). Hartenstein designated as an “audit committee financial expert” by the board .
- Independence: Board determined Hartenstein is independent under NASDAQ and Company Guidelines; only Witz (CEO), Maffei, and Malone are not independent .
- Attendance: In 2024, the board met 8x; Audit 4x; Comp 3x; N&G 2x; each incumbent director/nominee attended ≥75% of board/committee meetings during service. Only one director (Witz) attended the 2024 annual meeting .
- Lead Independent role: Served as Lead Independent Director from Apr 2013–Sep 2024; Kristina Salen became Lead Independent Director in Jan 2025 .
- Committee composition signal: Compensation Committee includes one non‑independent (Maffei) under NASDAQ’s limited exception; the board documented rationale; other members including Hartenstein are independent .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer (Lead Independent Director) | $150,000 | Lead Independent retainer level for 2024 . |
| Committee chair fee (Compensation Chair) | $20,000 | Standard chair fee (2024 schedule) . |
| Special Committee service (Liberty transactions) | $60,000 | Paid for service on Special Committee in 2024 . |
| Total cash fees reported (Director Compensation table) | $210,000 | Per 2024 Director Compensation Table . |
| Annual RSU grant | 64,103 units; $175,001 FV | Granted May 23, 2024; vests on first anniversary . |
| Unvested RSUs + dividend equivalents (12/31/2024) | 6,524 units | Outstanding at year‑end . |
- Director equity policy: ~$175,000 in RSUs granted annually, vesting after one year; dividend-equivalent units accrue and vest on the same schedule .
- Ownership guideline: Directors must own shares equal to ≥5x annual cash retainer; compliance deadline is later of 5 years from board start or September 1, 2029 .
Performance Compensation
- Director awards are time‑vested RSUs; no director‑specific performance metrics are disclosed for equity grants .
- Compensation Committee oversight context (for pay‑for‑performance): 2024 NEO bonus plan metrics and outcomes shown below (administered formulaically, with limited discretion by the Committee, now chaired by Hartenstein):
| Metric | Threshold (50%) | Target (100%) | Max (120%) | Weight | 2024 Performance | Weighted Payout |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($mm) | $2,660 | $2,760–2,780 | $2,880 | 50% | 86% of Target | 43% |
| Total Revenue ($mm) | $8,750 | $8,850–8,884 | $8,984 | 40% | Below Threshold | 0% |
| Sirius XM Self‑Pay Subs (mm) | 31.791 | 32.092–32.142 | 32.242 | 10% | Below Threshold | 0% |
| Total Weighted Payout | — | — | — | — | — | 43% |
- Committee reforms under Hartenstein’s chairmanship: post‑spinoff changes to adopt annual say‑on‑pay (recommended “One Year” frequency), eliminate time‑vested options from regular executive awards starting 2025, and tie performance‑based equity to three‑year free cash flow with a relative TSR modifier; peer group (18 companies) added for benchmarking with independent consultant .
Other Directorships & Interlocks
| Company | Relationship to SIRI | Assessment |
|---|---|---|
| Broadcom, Inc. (Lead Independent Director) | No related‑party transactions disclosed with Broadcom in proxy; board independence affirmed for Hartenstein | No conflict flagged in proxy; independence maintained . |
| Liberty Media / Transactions (Special Committee) | Hartenstein served on Special Committee; received $60,000; board reviewed Liberty/Dr. Malone matters | Special Committee oversight and indemnities disclosed; no Hartenstein conflict indicated . |
| Live Nation, Tubi/Fox, Warner Bros. Discovery | Board evaluated ordinary‑course transactions for other directors; not tied to Hartenstein | Board concluded independence for those directors; Hartenstein unaffected . |
Expertise & Qualifications
- Satellite and subscription services leadership; deep experience in satellite procurement, subscriber management, consumer marketing, and systems for consumer businesses .
- Audit Committee financial expert designation; multi‑company board experience across tech/media, aligning with SIRI’s strategic domains .
- Governance leadership roles (former Board Chair; former Lead Independent Director; current Compensation Chair), signaling board effectiveness and continuity .
Equity Ownership
| Measure (as of 3/31/2025 unless noted) | Quantity | % of Shares Outstanding |
|---|---|---|
| Beneficial ownership (incl. RSUs/options within 60 days) | 33,474 | <1% |
| Common shares (direct/plan holdings) | 28,292 | <1% |
| Options outstanding (12/31/2024) | 21,690 | — |
| Unvested RSUs + dividend equivalents (12/31/2024) | 6,524 | — |
- Section 16(a) filings: No delinquent filings reported for Hartenstein in 2024; late filings were noted for Witz and Malone only .
- Ownership policy: Director guideline ≥5x cash retainer; compliance by the later of 5 years or Sept 1, 2029 .
Governance Assessment
-
Strengths
- Independent director with audit financial expertise; long tenured and deeply familiar with SIRI’s satellite/subscription economics .
- Compensation Committee Chair leading shareholder‑aligned reforms (annual say‑on‑pay; FCF‑based performance equity with TSR modifier; removal of time‑vested options) .
- Skin‑in‑the‑game via annual RSUs and legacy options; director ownership guidelines in place to reinforce alignment .
- Robust related‑party policy and board independence determinations; no Hartenstein‑specific conflicts disclosed .
-
Watch items
- Compensation Committee includes a non‑independent member (Maffei) under NASDAQ’s limited exception, which some investors flag; board documented rationale, but continued monitoring is prudent (potential governance optics) .
- Annual meeting attendance: only one director attended in 2024 (Witz); while Hartenstein met ≥75% meeting attendance thresholds, low annual meeting attendance overall could concern some shareholders; encourage visible engagement .
-
Net view: Hartenstein’s committee leadership, independence, and sector expertise support board effectiveness and investor confidence; ensure continued transparency on comp outcomes and independence safeguards given committee composition .