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Kristina Salen

Lead Independent Director at SIRIUS XM HOLDINGSSIRIUS XM HOLDINGS
Board

About Kristina M. Salen

Kristina M. Salen, age 54, has served on Sirius XM’s board since July 2018 and was appointed Lead Independent Director in January 2025. She chairs the Audit Committee, is deemed independent under Nasdaq standards, and qualifies as an “audit committee financial expert.” Salen is currently Chief Financial Officer of Booksy Inc. (since January 2024) and previously held CFO roles at Greenhouse Software, WWE, Moda Operandi, and Etsy, with prior investment research and finance roles at Fidelity, Oppenheimer Capital, Merrill Lynch, Lazard, and SBC Warburg .

Past Roles

OrganizationRoleTenureCommittees/Impact
Etsy, Inc.Chief Financial OfficerJan 2013 – Mar 2017 Led finance transformation at a scaled marketplace
UnitedMastersChief Financial Officer & Chief Operating OfficerJul 2017 – Oct 2018 Early-stage operating leadership in artist services
Moda OperandiChief Financial OfficerFeb 2019 – May 2020 Built finance discipline in online luxury retail
World Wrestling Entertainment (WWE)Chief Financial OfficerAug 2020 – Nov 2021 Public-company CFO; media monetization experience
Greenhouse SoftwareChief Financial OfficerDec 2022 – Aug 2023 SaaS hiring software financial leadership
Fidelity Investments (FMR LLC)Led Media/Internet/Telecom Research GroupJan 2006 – Jan 2013 Buy-side TMT coverage; capital markets expertise
Oppenheimer CapitalFinancial/Executive RolesJun 2002 – Dec 2005 Institutional investing
Merrill LynchFinancial Services RolesJun 1997 – Jun 2001 Investment banking experience
Lazard FreresAnalystApr 1996 – Jun 1997 Advisory foundations
SBC WarburgAnalystDec 1994 – Apr 1996 European capital markets exposure

External Roles

OrganizationRoleTenureCommittees/Impact
Booksy Inc.Chief Financial OfficerJan 2024 – Present Private company CFO; growth-stage SaaS
Cornerstone OnDemand, Inc.Director; Audit Committee ChairWithin past five years Chaired audit; governance and financial oversight

Board Governance

Governance AttributeDetails
IndependenceDetermined independent under Nasdaq and company guidelines
Lead Independent DirectorAppointed Jan 2025; chairs executive sessions; liaises with Chair/CEO
Committee AssignmentsAudit Committee Chair; members include Hartenstein, Procope, Salen* (*Chair)
Financial ExpertiseAudit committee financial expert (with Hartenstein)
Attendance & EngagementBoard met 8x in 2024; Audit 4x; each incumbent director attended ≥75% of meetings; independent director executive sessions chaired by Salen

Fixed Compensation

Component (2024)Amount
Annual Director Cash Retainer$100,000
Audit Committee Chair Fee$30,000
Meeting FeesNone disclosed (program based on retainers)
Total Cash Paid to Salen (2024)$130,000

Performance Compensation

ComponentGrant DetailVestingValue
Annual RSU Grant64,103 RSUs (granted May 23, 2024) Vests on first anniversary of grant $175,001 grant date fair value
OptionsNon-employee directors no longer receive annual option grants; Salen had 2,090 options outstanding at 12/31/2024 Per award termsN/A
Dividend Equivalent UnitsGranted on declared cash dividends; same vesting as RSUs Matches underlying RSUs N/A
Performance MetricsNone attached to director equity; director RSUs are time-based

Other Directorships & Interlocks

CompanyRelationshipNotes
Cornerstone OnDemand, Inc.Former Director; Audit ChairPrior public board; governance leadership
Related Party/InterlocksNone disclosed for SalenIndependence confirmed; board evaluated other directors’ ordinary-course transactions (Live Nation, Tubi/Fox, WBD) but no issues for Salen

Expertise & Qualifications

  • Extensive CFO experience across media, internet, telecom, and SaaS, plus buy-side TMT research leadership at Fidelity .
  • Audit committee financial expert designation; deep financial reporting and controls oversight .
  • Independent leadership as Lead Independent Director, coordinating executive sessions and board functioning .

Equity Ownership

Measure (as of Mar 31, 2025 unless noted)Amount
Beneficial Ownership (incl. exercisable within 60 days, RSUs, options, DEUs)19,212 shares; <1% of outstanding
Common Stock (company breakout)8,692 shares
Unvested RSUs + DEUs Outstanding (12/31/2024)6,524 units
Options Outstanding (12/31/2024)2,090
Ownership GuidelinesDirectors must hold ≥5x annual cash retainer; compliance due by later of 5 years from appointment or Sept 1, 2029
Hedging/PledgingCompany prohibits hedging and pledging by officers/directors

Recent Insider Transactions (2025)

DateTypeSharesPriceShares Owned After
May 27, 2025Sale (open market)1,651$22.2723,373 (after prior context)
Jun 3, 2025Sale (open market)1,651$21.2821,722
Nov 3, 2025Sale (open market; under Rule 10b5-1 plan adopted Aug 1, 2025)1,845$21.6419,969
Nov 3, 2025Form 144 notice of proposed sale1,845Aggregate ~$39,925.80N/A (notice)

Governance Assessment

  • Board effectiveness: Salen’s elevation to Lead Independent Director and Audit Committee Chair strengthens independent oversight, financial reporting rigor, and executive session leadership—positive for investor confidence .
  • Independence/Conflicts: Board’s 2025 independence review identified non-independent members (Witz, Maffei, Malone) but confirmed Salen’s independence; no related-party transactions involving Salen disclosed—low conflict risk .
  • Compensation/Alignment: Director pay mix is balanced (cash retainer + time-based RSUs), with ownership guidelines requiring ≥5x retainer; annual RSUs vest after one year supporting long-term alignment without performance metric gaming for directors .
  • Attendance/Engagement: ≥75% meeting attendance with active leadership of executive sessions indicates solid engagement and oversight .
  • RED FLAGS: None disclosed specific to Salen. Modest insider sales in 2025 under a 10b5-1 plan and with a Form 144 notice suggest planned diversification rather than opportunistic trading; hedging/pledging prohibited by policy .