Jonelle Procope
SIRIUS XM HOLDINGSAbout Jonelle Procope
Independent director of Sirius XM Holdings Inc. (SIRI); age 74; director since July 2020 (tenure 5 years as of Mar 31, 2025). Former President & CEO of the Apollo Theater Foundation (2003–June 2023), with earlier legal/business affairs roles at Skadden, Viacom, Bristol‑Myers Squibb, and Blackground Records. Serves on multiple New York civic/non‑profit boards; designated independent under NASDAQ standards; currently chairs SIRI’s Nominating & Governance Committee and serves on the Audit Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Apollo Theater Foundation, Inc. | President & CEO | 2003 – Jun 2023 | Led renowned performing arts institution; community and education programs |
| Skadden, Arps, Slate, Meagher & Flom LLP | Lawyer | n/d | Corporate/legal foundations |
| Viacom International, Inc. | Legal and Business Affairs | n/d | Media/business affairs experience |
| Bristol‑Myers Squibb Company | Legal and Business Affairs | n/d | Large‑cap corporate exposure |
| Blackground Records | Legal and Business Affairs | n/d | Entertainment industry expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| New York Public Radio | Board member | n/d | Non‑profit governance |
| Lincoln Center for the Performing Arts | Board member | n/d | Arts/culture governance |
| The Gracie Mansion Conservancy | Board member | n/d | Civic leadership |
| 125th Street Business Improvement District | Board member | n/d | Community/economic development |
| NYC Landmarks 50 Advisory Committee | Member | n/d | Heritage/preservation |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent director under NASDAQ and company Guidelines |
| Committee assignments | Nominating & Governance (Chair); Audit (Member) |
| Committee meetings in 2024 | Audit: 4; Compensation: 3; Nominating & Governance: 2 |
| Attendance | Each incumbent director attended ≥75% of Board and applicable committee meetings in 2024 |
| Years of service (Board matrix) | 5 years; Age 74 |
| Lead Independent Director | Kristina M. Salen (since Jan 2025); independent directors meet in executive session chaired by LID |
| Board declassification | Transitioning to annual elections; Class II (term expires 2026) |
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| Annual cash retainer (non‑employee director) | $100,000 | Paid in cash |
| Committee chair fees | Audit $30,000; Compensation $20,000; Nominating & Governance $15,000 | Chair‑only supplemental retainers |
| Meeting fees | Not disclosed | No specific per‑meeting fees disclosed |
| 2024 cash actually paid to Procope | $110,000 | Admin error: paid $10,000 as N&G Chair; in 2025 Company paid an additional $5,000 to correct underpayment |
Performance Compensation
| Equity Element | 2024 Grant Detail | Vesting | Notes |
|---|---|---|---|
| Annual RSU grant (non‑employee directors) | Approx. $175,000 grant date value; 64,103 RSUs granted on May 23, 2024 to each non‑employee director | Vests on first anniversary of grant | Granted on business day after 2024 annual meeting; dividend equivalent units accrue and vest on same schedule |
| Outstanding unvested RSUs/DEUs (12/31/2024) | 6,524 units for Procope | Follows RSU vesting | As disclosed across named directors |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Procope in SIRI’s 2025 proxy biography |
| Relevant interlocks/conflicts considered by Board | Independence reviews addressed ordinary‑course relationships for certain other directors (Live Nation, Tubi/Fox, Warner Bros. Discovery); no Procope‑specific related‑party ties disclosed |
Expertise & Qualifications
- Entertainment and media governance experience through long‑tenured leadership at Apollo Theater Foundation and roles in music/media companies .
- Legal and business affairs background (Skadden, Viacom, Bristol‑Myers Squibb, Blackground Records) supporting audit and governance oversight .
- Civic/non‑profit board leadership across NY institutions adds stakeholder engagement perspective .
- Current roles: Chair of Nominating & Governance; member of Audit, aligning skills with board oversight needs .
Equity Ownership
| Measure | Amount |
|---|---|
| Beneficial ownership (includes RSUs/options exercisable within 60 days) | 19,972 shares; <1% of outstanding |
| Shares of Sirius XM common stock (as of 3/31/2025) | 6,602 shares |
| Unvested RSUs/DEUs outstanding (12/31/2024) | 6,524 units |
| Ownership guidelines (directors) | Required to hold ≥5x annual cash retainer; compliance by later of 5 years from board entry or Sept 1, 2029 |
Governance Assessment
- Board effectiveness and engagement: Procope chairs the Nominating & Governance Committee and serves on the Audit Committee; the board reported ≥75% attendance for all incumbents in 2024, with the board holding 8 meetings and committees meeting regularly (Audit 4; Comp 3; N&G 2) .
- Independence and conflicts: She is deemed independent under NASDAQ and company standards; the proxy’s independence review did not flag any Procope‑specific related‑party concerns, and disclosed related‑party dealings do not involve her .
- Compensation and alignment: Director pay uses a simple cash retainer plus equity RSUs (~$175k annually) that vest over one year; directors must meet stock ownership guidelines of 5x cash retainer by defined deadlines, supporting alignment. Procope received $110k cash in 2024 and the standard RSU grant; a $5k chair‑fee underpayment in 2024 was identified and corrected in 2025—process issue remediated promptly (minor) .
- Red flags: No pledging/hedging by directors was disclosed; no Procope‑specific legal or related‑party items disclosed. The sole noted anomaly was the chair‑fee payment error, which was corrected—monitor for repeat administrative issues but no material governance concern indicated .