Evan Malone
SIRIUS XM HOLDINGSAbout Evan Malone
Dr. Evan D. Malone, age 54, has served on the Sirius XM Holdings Inc. board since May 2013. He is President of NextFab Studio, LLC (since June 2009) and owner/manager of 1525 South Street LLC (since January 2008). Earlier, he worked as an applied physics technician at Fermilab (1999–2001). He is a director of Liberty Media (since September 2011) and Qurate (since August 2008), and serves in leadership roles across Malone family foundations, bringing an applied science/engineering and entrepreneurial perspective the board cites as valuable for technology oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NextFab Studio, LLC | President | Since Jun 2009 | Leads manufacturing-related technical training and product development; entrepreneurial/operator perspective |
| 1525 South Street LLC | Owner/Manager | Since Jan 2008 | Real estate property/management operations |
| Fermi National Accelerator Laboratory | Applied Physics Technician | 1999–2001 | Technical/engineering experience in scientific environment |
External Roles
| Organization | Role | Tenure | Interlocks/Notes |
|---|---|---|---|
| Liberty Media Corporation | Director | Since Sep 2011 | Liberty was SIRI’s prior controlling stockholder; independence reviewed post-Transactions |
| Qurate (Qurate Retail, Inc.) | Director | Since Aug 2008 | Public company directorship |
| Malone Family Foundation | President | Ongoing | Philanthropic leadership role |
| NextFab Foundation | Director & President | Ongoing | Philanthropic leadership role |
| Malone Family Land Preservation Foundation | Officer | Ongoing | Philanthropic leadership role |
Board Governance
- Independence: The Nominating & Governance Committee’s March 2025 review determined all directors and nominees are independent under NASDAQ and company guidelines except specified executives/affiliates; this indicates Dr. Malone is considered independent post-Transactions. The proxy explicitly notes he is the son of John C. Malone (Chairman of Liberty Media), a relationship evaluated in independence determinations .
- Board structure: Majority independent board; Kristina M. Salen serves as Lead Independent Director; SIRI is no longer a “controlled company” following the 2024 Transactions .
- Declassification: Board is declassifying; Malone is a Class II director with current term expiring at the 2026 annual meeting .
- Attendance: In 2024, the board met 8 times; committees met Audit (4), Compensation (3), Nominating & Governance (2). Each incumbent director attended at least 75% of the board and applicable committee meetings (includes Dr. Malone) .
- Committee assignments: As of 2024/2025, the standing committee memberships are as follows; Dr. Malone is not listed as a member of any standing committee .
| Committee | Members | Chair | Evan D. Malone Member? |
|---|---|---|---|
| Audit | Eddy W. Hartenstein; Jonelle Procope; Kristina M. Salen | Salen | No |
| Compensation | Eddy W. Hartenstein; Gregory B. Maffei; Michael Rapino | Hartenstein | No |
| Nominating & Governance | Jonelle Procope; Anjali Sud; David M. Zaslav | Procope | No |
Fixed Compensation
| Year | Cash Retainer | Committee Chair/Member Fees | Special Committee Fees | Total Cash |
|---|---|---|---|---|
| 2024 | $100,000 | $0 (no chair roles; chair fees: Audit $30k, Comp $20k, N&G $15k) | $0 (Special Committee cash went to Hartenstein and Holden) | $100,000 |
Program structure (2024): non-employee directors received a $100,000 annual cash retainer; committee chairs received additional stipends (Audit $30k; Compensation $20k; Nominating & Governance $15k) .
Performance Compensation
| Component | Grant Date | Units/Shares | Grant-Date Fair Value | Vesting | Status at 12/31/24 |
|---|---|---|---|---|---|
| RSUs (annual director grant) | May 23, 2024 | 64,103 RSUs | $175,001 | Vests on first anniversary of grant | 6,524 unvested RSUs and dividend equivalents outstanding per director cohort |
| Stock options | Various (converted 9/9/24 as part of Liberty spin-off) | 18,880 options converted (subset) | — | Legacy options; directors no longer receive options as part of annual equity | 40,570 options outstanding (aggregate for Dr. Malone) |
- Structure notes: Non-employee directors no longer receive stock options as part of annual equity compensation; 2024 equity consisted of time-vesting RSUs (no performance conditions disclosed) .
Director Compensation (2024 actual)
| Component | Amount |
|---|---|
| Cash fees | $100,000 |
| Stock awards (RSUs) | $175,001 |
| Total | $275,001 |
Other Directorships & Interlocks
| Company/Entity | Role | Potential Interlock/Consideration |
|---|---|---|
| Liberty Media Corporation | Director | Historical controller of SIRI; board independence oversight now applies post-Transactions |
| Qurate | Director | Public company interlock outside SIRI |
| Relationship note | Son of John C. Malone | John C. Malone beneficially owned >5% of SIRI as of Dec 31, 2024 and entered a voting agreement for the Transactions; SIRI agreed to indemnify Malone stockholders for certain losses and up to $150,000 in expenses related to the voting agreement (approved by Old Sirius Special Committee) |
Expertise & Qualifications
- Applied science and engineering perspective that assists the board in adapting to technological changes in audio entertainment .
- Entrepreneurial operator experience through NextFab and related ventures, providing insights on evaluating new and emerging technologies .
Equity Ownership
| As of | Total Beneficial Ownership (incl. exercisable within 60 days) | Percent of Class | Shares Outstanding Basis | Common Stock Only (subset) | Options Outstanding | Unvested RSUs |
|---|---|---|---|---|---|---|
| Mar 31, 2025 | 69,762 shares | <1% (“*”) | 338,741,599 | 47,172 shares | 40,570 | 6,524 units (cohort count) |
Note: Shares in “Total Beneficial Ownership” include RSUs and options exercisable within 60 days; “Common stock only” excludes derivatives. The RSU count shown reflects the aggregate per director cohort disclosed at year-end 2024 .
Insider Trades and Section 16 Compliance
| Date | Filing | Summary | Notes |
|---|---|---|---|
| Sep 30, 2024 | Late Form 4 | Filed to report an amendment to Dr. Malone’s Form 4 filed on Sep 11, 2024 | Identified as a late filing due to administrative error in the 2025 proxy |
Governance Assessment
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Strengths
- Independent director with long board tenure (since 2013) and STEM/engineering background that supports technology oversight and product strategy evaluation .
- Majority independent board with a designated Lead Independent Director; post-Transactions governance no longer relies on controlled-company exemptions .
- Attendance met or exceeded 75% threshold in 2024; board and committee cadence indicates active governance calendar (8 board, 4 Audit, 3 Compensation, 2 N&G meetings) .
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Risks and potential conflicts
- Family relationship: Son of John C. Malone (5%+ SIRI holder as of Dec 31, 2024); the Transactions included a voting agreement and indemnification of Malone stockholders’ costs/fees—poses perceived conflict risk despite independence determinations .
- Minor compliance flag: One late Form 4 (administrative error) noted in 2024 .
- Committee influence: Not serving on any standing committee currently, which may limit direct committee-level oversight input relative to peers .
-
Compensation and alignment signals
- Director pay mix skews toward equity via time-vesting RSUs, with no performance metrics disclosed for director equity; non-employee director options are no longer part of annual compensation, though legacy/converted options remain outstanding .
- Beneficial ownership is below 1% of shares outstanding, with disclosed options and RSUs contributing to alignment; no pledging or hedging disclosures specific to Dr. Malone were identified in the proxy excerpts reviewed .
Reference Notes
- Committee compositions, leadership, and independence determinations reflect the 2025 proxy; non-employee director compensation reflects fiscal 2024 actuals; equity award counts reflect pre-/post-Transactions adjustments described in the proxy .