Gregory Maffei
SIRIUS XM HOLDINGSAbout Gregory B. Maffei
Gregory B. Maffei (age 64) is Chairman of the Board at Sirius XM Holdings Inc., serving as a director since March 2009 and Chairman since April 2013. He is not independent under NASDAQ rules due to his leadership role at Liberty Media at the time of the 2024 separation transactions. He brings deep financial and operational credentials from senior roles at Liberty Media, Qurate, Tripadvisor, Oracle, 360networks, and Microsoft.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Liberty Media Corporation | President & CEO | May 2007 – Dec 2024 | Led strategic portfolio, capital allocation, and TMT transactions |
| Liberty Media Acquisition Corporation | President & CEO | Nov 2020 – Dec 2022 | SPAC leadership (deal execution oversight) |
| GCI Liberty, Inc. | President & CEO | Mar 2018 – Dec 2020 | Oversaw operations through combination with Liberty Broadband |
| Qurate Retail, Inc. (incl. predecessor) | President & CEO | Feb 2006 – Mar 2018 | Led global retail and commerce operations |
| Oracle Corporation | Co‑President | Prior to Liberty roles | Senior operating leadership in enterprise software |
| 360networks Corporation | Chairman, CEO & President | Prior | Led telecom network buildout and restructuring |
| Microsoft Corporation | Chief Financial Officer | Prior | Oversaw finance at scale during hyper‑growth |
External Roles
| Organization | Role | Since/Through | Notes / Interlocks |
|---|---|---|---|
| Liberty TripAdvisor Holdings, Inc. | President & CEO; Chairman | CEO since Jul 2013; Chairman since Jun 2015 | Dual leadership of parent to Tripadvisor |
| Qurate Retail, Inc. | Executive Chairman; Chairman & Director | Exec Chairman since Mar 2018; Director since Nov 2005 | Governance leadership at large public retailer |
| Live Nation Entertainment, Inc. | Chairman; Director | Chair since Mar 2013; Director since Feb 2011 | Interlock: SIRI director Michael Rapino is Live Nation CEO; SIRI has ordinary‑course arrangements with Live Nation reviewed for independence (Rapino independent) |
| Zillow Group, Inc. | Director | Since Feb 2015 | Public company board |
| Tripadvisor, Inc. | Chairman | Since Feb 2013 | Public company board leadership |
| Charter Communications, Inc. | Director | Since 2013; not standing for re‑election at Apr 22, 2025 | Stepping down in 2025 |
| Prior 5 years | Director | — | Liberty Media, Liberty Broadband, Atlanta Braves Holdings, GCI Liberty, Liberty Media Acquisition Corp. |
Board Governance
| Item | Detail |
|---|---|
| Board role | Chairman of the Board; separate from CEO structure |
| Independence | Not independent under NASDAQ standards (Liberty Media leadership at time of Transactions) |
| Committee assignments | Compensation Committee member (not Chair) |
| Board/committee meetings (2024) | Board: 8; Audit: 4; Compensation: 3; Nominating & Governance: 2 |
| Attendance | Each incumbent director attended ≥75% of board and applicable committee meetings in 2024 |
| Lead Independent Director | Kristina M. Salen (since Jan 2025) |
| Declassification | Board declassifying; annual elections phased in through 2027 |
| Outside commitments review | N&G Committee evaluated Maffei’s multiple boards and concluded outside service does not conflict and enhances his role at SIRI |
Fixed Compensation (Director Pay – 2024)
| Component | Amount | Terms |
|---|---|---|
| Annual cash retainer (Chairman) | $150,000 | Cash; Chairman retainer level |
| Committee chair fees | N/A for Maffei | Chairs receive additional fees, but Maffei is not a chair |
| Annual RSU grant | $175,001 | Granted May 23, 2024; 64,103 RSUs; vest on first anniversary; dividend equivalents accrue |
| Total (per Director Compensation Table) | $325,001 | Cash $150,000 + Stock $175,001 |
| Deferred compensation | $150,000 deferred; $121,394 gains; $982,363 balance at 12/31/24 | Voluntary deferral of 2024 cash fee; plan is unfunded “rabbi” trust |
Performance Compensation (Director)
| Instrument | Performance Metric(s) | Payout Calibration | Vesting |
|---|---|---|---|
| Director equity (RSUs) | None (time‑based only) | Not applicable | Vests on first anniversary of grant; dividend equivalents accrue and vest with RSUs |
Note: SiriusXM no longer grants stock options as part of annual director equity; prior conversions occurred related to the 2024 Transactions.
Other Directorships & Interlocks
- Live Nation interlock: Maffei is Live Nation Chairman; SIRI director Michael Rapino is Live Nation CEO. Board evaluated ordinary‑course transactions (data/marketing) with Live Nation and deemed Rapino independent. Interlock heightens monitoring need for related‑party/recusal protocols.
- Multiple public boards: Qurate, Zillow, Tripadvisor, Charter (through Apr 2025). N&G determined time commitments acceptable and synergistic for SIRI.
Expertise & Qualifications
- Extensive TMT executive leadership and capital allocation experience (Liberty Media, Qurate, Liberty TripAdvisor), prior CFO of Microsoft, and senior roles at Oracle and 360networks. Brings public company board leadership and sector expertise relevant to SIRI’s media and distribution strategy.
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership | 7,655,447 shares (2.22% of class) | Includes shares exercisable/issuable within 60 days as of 3/31/2025 |
| Common stock (component disclosure) | 2,879,521 shares | As per director/executive ownership breakout |
| Options outstanding | 3,417,948 | Outstanding at 12/31/2024 (reflects conversions in 2024 Transactions) |
| Unvested RSUs + DEUs | 6,524 | Aggregate unvested RSUs and dividend equivalents at 12/31/2024 |
| Ownership guidelines | Directors expected to own ≥5x annual cash retainer; compliance window is later of 5 years from election/appointment or Sept 1, 2029 | |
| Hedging policy | Company prohibits short sales, derivative/hedging transactions by employees; policy applies to directors under Securities Trading Policy | |
| Section 16(a) compliance | Company disclosed no late filings except for Witz and Evan D. Malone; no delinquency disclosed for Maffei | Based on 2024 review |
Governance Assessment
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Strengths
- Sector expertise and capital allocation acumen; substantial SIRI ownership (2.22%) aligning interests with shareholders.
- Board separation of Chair/CEO; Lead Independent Director established; regular executive sessions and majority independent board post‑Transactions.
- Transparent director pay structure; no director stock options granted in 2024; ownership guidelines in place.
-
Red Flags / Monitoring Items
- Non‑independent Chair and Compensation Committee member under NASDAQ’s “exceptional and limited circumstances” provision; board justifies his inclusion given knowledge of the company. This elevates perceived conflict risk in executive pay decisions—investors may scrutinize outcomes for alignment.
- Overboarding risk given multiple chair roles and directorships; N&G concluded no conflict, but workload warrants ongoing monitoring given SIRI’s transformation.
- Interlocks/transactions: Live Nation interlock (Rapino) and ordinary‑course arrangements could present perceived conflicts—board reviewed and deemed independent; ensure continued recusal and fair‑dealing controls.
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Additional Governance Context
- Post‑spin status: SIRI is no longer a controlled company; moving to annual Say‑on‑Pay starting with next year’s meeting signals increased responsiveness to shareholder feedback.
- Compensation Committee uses independent advisors (Meridian; previously Semler Brossy); codified “Do’s and Don’ts” include clawbacks, double‑trigger CIC, and hedging prohibitions.
Notes on Related‑Party Exposure
- Board policy requires independent review/approval of related‑person transactions over $120,000; N&G considers independence impacts for directors.
- SIRI disclosed ordinary‑course dealings in 2024 with Berkshire Hathaway affiliates and others; Live Nation dealings assessed in independence review context for Rapino (Maffei is Live Nation Chair).
Overall implication: While Maffei’s experience and ownership align with investor interests, his non‑independent Chair status and service on the Compensation Committee via exception, coupled with significant outside commitments and interlocks, warrant continued scrutiny of compensation decisions, recusals, and workload to sustain investor confidence.