Jennifer Witz
SIRIUS XM HOLDINGSAbout Jennifer Witz
Jennifer C. Witz, age 56, has served as Sirius XM Holdings Inc.’s Chief Executive Officer and as a director since January 2021; she joined SiriusXM in March 2002 after prior roles at Viacom, MGM, and Kidder, Peabody & Co. . In 2024, annual bonuses for executive officers were driven by Adjusted EBITDA (achieved at 86% of target), total revenue (below threshold), and Sirius XM self‑pay subscribers (below threshold), resulting in a 43% plan funding; the Compensation Committee used discretion to pay Ms. Witz 35% of her 300%‑of‑salary bonus target ($2.1M) for 2024 . Relative TSR PRSUs for periods ending 12/31/2024 expired unvested (2nd–5th percentile vs S&P 500), while free cash flow PRSUs for a period including 2024 vested at 100%; newly granted 2024 stock options (strike $51.40) were underwater at year‑end ($22.80) . The company’s cumulative TSR underperformed the S&P 500 Media & Entertainment Index over 2019–2024, underscoring execution and market‑perception headwinds even as incentive design has shifted toward multi‑year FCF and relative TSR .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Sirius XM Holdings Inc. | Chief Executive Officer; Director | Jan 2021–present | Leads strategy and execution; board service provides direct operating insight to directors . |
| Sirius XM Holdings Inc. | President, Sales, Marketing & Operations | Mar 2019–Dec 2020 | Drove revenue and operating execution across commercial functions . |
| Sirius XM Holdings Inc. | EVP, Chief Marketing Officer | Aug 2017–Mar 2019 | Led brand and subscriber marketing initiatives . |
| Sirius XM Holdings Inc. | Senior finance/operating roles | Mar 2002–2017 | Various leadership roles across finance and operations . |
| Viacom Inc. | VP, Planning & Development | Pre‑2002 | Corporate strategy and development for global media portfolio . |
| Metro‑Goldwyn‑Mayer, Inc. | VP, Finance & Corporate Development | Pre‑2002 | Finance and corporate development for content production/distribution . |
| Kidder, Peabody & Co. | Investment Banking (early career) | Not disclosed | Transactional and capital markets foundation . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Paley Center for Media | Board of Trustees (member) | Not disclosed | Non‑profit governance/industry network . |
| LendingTree, Inc. | Director; Compensation Committee member | Within past 5 years | Public company board/comp committee experience . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 1,750,000 | 1,750,001 | 2,000,000 |
| Annual Bonus/NEIP Paid ($) | 4,062,600 | 5,250,000 | 2,100,000 |
| Target Bonus (% of Salary) | 300% (per employment agreement) | 300% | 300% |
Notes:
- 2024 CEO annual bonus paid at 35% of target ($2.1M) versus 43% plan funding for most NEOs, reflecting Compensation Committee discretion .
Performance Compensation
2024 Annual Incentive Plan — Metrics, Weighting, and Outcomes
| Metric (weight) | Threshold (50% payout) | Target (100% payout) | Maximum (120% payout) | 2024 Performance | Weighted Result |
|---|---|---|---|---|---|
| Adjusted EBITDA (50%) | $2,660mm | $2,760–2,780mm | $2,880mm | 86% of Target | 43% |
| Total Revenue (40%) | $8,750mm | $8,850–8,884mm | $8,984mm | Below Threshold | 0% |
| SXM Self‑Pay Subscribers (10%) | 31.791m | 32.092–32.142m | 32.242m | Below Threshold | 0% |
| Total Plan Funding | — | — | — | — | 43% |
CEO payout: 35% of target versus 43% plan funding (Committee discretion) .
2024 Long‑Term Equity Grants (awarded Feb 5, 2024 unless noted)
| Award Type | Quantity/Terms | Exercise/Price | Grant‑date Fair Value ($) |
|---|---|---|---|
| Stock Options | 1,070,325 options; vest 1/3 on 12/31/2024, 12/31/2025, 12/31/2026 | $51.40 | 16,500,000 |
| Time‑vested RSUs | 62,123 RSUs; vest 1/3 on 12/31/2024, 12/31/2025, 12/31/2026 | — | 3,193,148 |
| PRSUs (FCF + rTSR) | Threshold 161,521; Target 248,494; Max 310,618; 50% FCF (2‑yr period) + 50% rTSR vs S&P 500 (3‑yr); service‑based hold to late 2026/early 2027 | — | 13,033,510 |
Vesting and outcomes context:
- Options granted at $51.40 were underwater at 12/31/2024 (SIRI close $22.80), reducing near‑term monetization pressure .
- FCF PRSUs including 2024 performance certified at 100% (settlement subject to continued service through additional vesting period) .
- Relative TSR PRSUs with two‑ and three‑year periods ending 12/31/2024 expired unvested (2nd–5th percentile vs S&P 500) .
Outstanding Award Vesting Schedule (selected CEO grants)
| Instrument | Grant | Terms |
|---|---|---|
| Stock Options | 1,070,325 @ $51.40 (2/5/2024) | 356,775 vested 12/31/2024; 356,775 vest 12/31/2025; 356,775 vest 12/31/2026 . |
| Time‑vested RSUs | 62,123 (2/5/2024) | 21,366 vest 12/31/2025; 21,367 vest 12/31/2026 (third already vested 12/31/2024) . |
| PRSUs — FCF | 128,198 target tranche (2/5/2024) | Earned based on 2‑year cumulative FCF; vests 12/31/2026 subject to continued employment . |
| PRSUs — rTSR | 128,198 target tranche (2/5/2024) | Earned vs S&P 500 rTSR over 3 years; vest date 1/18/2027 subject to performance and service . |
Equity Ownership & Alignment
| Ownership Detail | Amount |
|---|---|
| Beneficial Ownership (incl. RSUs and options exercisable within 60 days) | 1,558,697 shares; <1% of class . |
| Common Stock/RSUs counted in “Sirius XM Common Stock” table | 1,347,612 shares . |
| Shares held via 401(k) (included above) | 1,248 shares . |
| Stock Ownership Guidelines (executives) | CEO: 6x base salary; compliance by 12/31/2029 for incumbents as of 1/1/2025 (5‑year phase‑in for new execs) . |
| Clawback | Mandatory restatement‑based recoupment under Nasdaq Rule 10D‑1; applies to incentive comp received on/after 10/2/2023; plan also permits forfeiture for detrimental activity . |
| Hedging/Pledging | Prohibited for officers, directors, and employees; includes derivatives, collars, forwards, short sales; pledging and margin accounts prohibited . |
Implications:
- Underwater options and service‑based PRSU/RSU vesting schedule indicate low near‑term selling pressure; policy bans hedging/pledging, supporting alignment .
Employment Terms
| Term/Provision | Detail |
|---|---|
| Contract Term | Employment agreement through Dec 31, 2026 . |
| Base Salary | $2,000,000 effective Jan 1, 2024; subject to annual increases . |
| Target Annual Bonus | 300% of base salary; participates in executive bonus plans . |
| Severance (without cause/for good reason) | Lump sum 1.5x (base + greater of target bonus or last bonus) + pro‑rated current‑year bonus (based on actual) + prior‑year earned bonus (if unpaid) + continued medical/dental (18 months) + life insurance (1 year), subject to release and covenants . |
| Personal Aircraft Agreement | Up to 30 hours/year through earlier of 12/31/2026 or termination; no tax gross‑up; carryover allowed within agreement cap (90 hours total) . |
| Car/Driver | Car allowance up to $2,000/month or personal driver for commuting . |
| Change in Control | No payments solely for a change in control; double‑trigger equity acceleration under plan if terminated without cause/for good reason within 2 years post‑CIC . |
Potential payments if event occurred as of 12/31/2024:
| Trigger | Severance ($) | Accelerated Equity ($) | Insurance Continuation ($) | Total ($) |
|---|---|---|---|---|
| Death or Disability | 6,000,000 | 6,820,141 | — | 12,820,141 |
| Termination without cause / for good reason | 18,000,000 | 6,820,141 | 57,121 | 24,877,263 |
| Same following Change in Control (double‑trigger) | 18,000,000 | 6,820,141 | 57,121 | 24,877,263 |
Board Governance (including Witz’s director role)
- Board leadership: Gregory B. Maffei serves as Chairman; roles of Chair and CEO are separated; a Lead Independent Director (Kristina M. Salen) coordinates independent director activities and leads executive sessions .
- Committees: Audit (Hartenstein, Procope, Salen [Chair]); Compensation (Hartenstein [Chair], Maffei, Rapino); Nominating & Governance (Procope [Chair], Sud, Zaslav). All met in 2024; directors attended ≥75% of meetings .
- Compensation Committee independence: two of three members independent; Maffei not independent but allowed under Nasdaq’s exceptional‑circumstances provision; board determined his service is in stockholders’ best interests .
- Declassification: transitioning to annual elections by 2027; Witz is a Class I nominee for a one‑year term at the 2025 meeting .
- Director compensation: As CEO, Witz receives no additional compensation for board service .
- Attendance: Witz attended the 2024 annual meeting .
- Securities Trading Policy filed with 2024 Form 10‑K (Exhibit 19.1) .
Board service implications:
- Dual role (CEO+Director) is mitigated by separate Chairman and a Lead Independent Director structure; Witz is not independent due to management role .
Performance & Track Record
Pay‑versus‑Performance and TSR context
| Date | S&P 500 Media & Entertainment Index | Sirius XM Holdings Inc. |
|---|---|---|
| Dec 31, 2019 | $100.00 | $100.00 |
| Dec 31, 2020 | $131.17 | $89.88 |
| Dec 31, 2021 | $166.16 | $90.57 |
| Dec 31, 2022 | $92.95 | $87.65 |
| Dec 31, 2023 | $153.89 | $83.90 |
| Dec 31, 2024 | $216.58 | $36.14 |
- TSR PRSUs for periods ending 12/31/2024 expired unvested; FCF PRSUs earned at 100% for the period including 2024; underwater options at year‑end suggest low realizable value from 2024 option grants absent a stock recovery .
- 2024 CEO pay ratio was 211:1 (CEO comp $37.084m, including a 3‑year front‑loaded equity package; median employee $176,070) .
Other indicators:
- Late Form 4 filed Oct 7, 2024 for an administrative correction to Witz’s Sept 11, 2024 filing (minor reporting lapse) .
Compensation Structure Analysis
- Strong “pay at risk”: ~87% of CEO target direct compensation (base + target bonus + annualized LTI) considered at‑risk in 2024 .
- 2024 “front‑loaded” equity for Witz (and Greenstein) to cover multi‑year period; enhances retention and leverage to future stock upside, reduces annual grant cadence .
- Program changes post‑spin: beginning 2025, regular executive equity awards will exclude time‑vested stock options; ≥50% of equity to be performance‑based tied to 3‑year financial metrics (FCF chosen for 2025–2027) with an rTSR modifier; annual say‑on‑pay to be adopted going forward .
- Independent compensation consultant transitioned from Semler Brossy to Meridian in Nov 2024 .
- Peer group benchmarking: 18‑company peer group approved for 2025; reviewed annually with independent consultant .
Say‑on‑Pay & Shareholder Feedback
- Frequency: Company included a proposal in the 2025 proxy to move to an annual say‑on‑pay vote; board recommendation “ONE YEAR” .
Compensation Peer Group (Benchmarking)
- A new peer set of 18 companies for 2025 compensation benchmarking was approved (not listed in proxy); selected based on industry, market cap, revenue, headcount, scope/complexity, and strategic factors; to be reviewed annually with Meridian .
Related‑Party Transactions and Policies
- Policy requires independent committee review/approval for related‑person transactions >$120,000, with detailed management disclosures; employment relationships for executive officers require Compensation Committee approval .
Risk Indicators & Red Flags
- Hedging/pledging prohibited for officers/directors (alignment positive) .
- Non‑independent director (Maffei) on Compensation Committee under Nasdaq exception (potential governance scrutiny) .
- TSR underperformance led to non‑vesting of rTSR PRSUs (pay‑for‑performance operating as designed, but highlights market performance risk) .
- CEO options materially underwater at YE 2024 (reduced realizable comp; could drive retention needs or re‑pricing pressure absent recovery; company prohibits option re‑pricing without shareholder approval) .
- Late Form 4 (administrative) noted for Witz in 2024 .
Employment Terms (Quantitative Summary)
| Element | Detail |
|---|---|
| CEO Ownership Guideline | 6x base salary by 12/31/2029 (for incumbents as of 1/1/2025) . |
| Clawback | Mandatory restatement clawback under Rule 10D‑1; award‑level forfeiture for detrimental activity . |
| Anti‑Hedging/Pledging | Prohibited for officers/directors . |
| CIC Equity | Double‑trigger acceleration (termination within 2 years post‑CIC) . |
| Severance Multiple | 1.5x (base + greater of target or last bonus) + benefits + pro‑rated bonus . |
Investment Implications
- Alignment and retention: Front‑loaded multi‑year equity (options/RSUs/PRSUs) with vesting through 2026–2027, new 6x‑salary ownership guideline, and anti‑hedging/pledging policies support alignment and reduce near‑term sell pressure; options are deeply underwater, further lowering liquidation risk in the near term .
- Pay‑for‑performance: 2024 bonus outcomes (35% of target for CEO) and non‑vesting of rTSR PRSUs demonstrate downside sensitivity; shift to 3‑year FCF‑based performance equity with rTSR modifier from 2025 may better link realized pay to value drivers investors track (FCF and TSR) .
- Governance watch‑outs: Compensation Committee includes a non‑independent director under Nasdaq’s exception; TSR underperformance through 2024 and 211:1 pay ratio could attract proxy advisor scrutiny despite program improvements (mitigated by separate Chair/CEO and Lead Independent Director oversight) .
- Change‑in‑control/severance economics: 1.5x severance multiple with double‑trigger equity acceleration is moderate and shareholder‑friendly (no excise tax gross‑ups), limiting transaction‑related value leakage .
Data and statements cited from Sirius XM Holdings Inc. 2025 and 2024 DEF 14A proxy statements as referenced above.