Michael Rapino
SIRIUS XM HOLDINGSAbout Michael Rapino
Michael Rapino (age 59) has served as an independent director of Sirius XM Holdings Inc. since January 2018 (7 years of tenure as of March 31, 2025). He is President and Chief Executive Officer of Live Nation Entertainment, Inc. since 2005 and serves on its board, bringing deep music industry and live entertainment operating experience to SiriusXM’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Live Nation Entertainment, Inc. | President & CEO; Director | 2005–present | Leads the world’s largest live entertainment platform; extensive marketing and promotion expertise |
External Roles
| Company | Role | Public/Private | Committee Roles |
|---|---|---|---|
| Live Nation Entertainment, Inc. | Director | Public | Not disclosed in SIRI proxy |
| Live Nation Entertainment, Inc. | President & CEO | Public | N/A |
Board Governance
- Committee assignments: Compensation Committee member; Compensation Committee chaired by Eddy W. Hartenstein; other members include Gregory B. Maffei (not independent under NASDAQ rules) .
- Independence: Board reviewed Rapino’s relationship with Live Nation (including Maffei’s role as Live Nation’s Chairman) and ordinary-course data/marketing agreements between SiriusXM and Live Nation; determined no relationship would interfere with independent judgment; Rapino is classified independent .
- Attendance: In 2024, the board met 8 times; Compensation Committee met 3 times; Audit Committee met 4 times; Nominating & Governance met 2 times. Each incumbent director and nominee attended at least 75% of applicable meetings .
- Board structure: Chairman is Gregory B. Maffei; Lead Independent Director is Kristina M. Salen; independent directors meet regularly in executive sessions chaired by the Lead Independent Director .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non‑employee director retainer (excluding chair roles) |
| Committee chair fees | $0 | Rapino was not a committee chair in 2024 |
| Meeting fees | $0 (not disclosed/none) | No per‑meeting fees disclosed |
Performance Compensation
| Equity Award | Grant Date | Units/Shares | Grant Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| RSUs (annual director grant) | May 23, 2024 | 64,103 RSUs | $175,001 | Cliff vest on first anniversary of grant | Dividend equivalent units accrue and vest on same terms |
| Stock Options (legacy/conversion) | N/A (converted Sept 9, 2024) | 3,647 options outstanding at 12/31/2024 | Not disclosed | Not disclosed | Directors no longer receive options; legacy positions remained post spin‑off |
Director awards are time‑based; no performance metrics apply to director equity compensation . For context on the Compensation Committee’s performance framework, 2024 NEO bonuses were formulaically tied to Adjusted EBITDA, total revenue, and Sirius XM self‑pay subscribers, with overall payout at 43% of target (CEO adjusted to 35% at Committee discretion) .
| Metric | Threshold (50% payout) | Target (100% payout) | Max (120% payout) | Weight | 2024 Performance | Weighted Contribution |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($mm) | $2,660 | $2,760–$2,780 | $2,880 | 50% | 86% of Target | 43% |
| Total Revenue ($mm) | $8,750 | $8,850–$8,884 | $8,984 | 40% | Below Threshold | 0% |
| Self‑Pay Subscribers (000s) | 31,791 | 32,092–32,142 | 32,242 | 10% | Below Threshold | 0% |
| Total | — | — | — | — | — | 43% |
Other Directorships & Interlocks
- Interlock consideration: The board evaluated Rapino’s Live Nation ties alongside Maffei’s role as Live Nation Chairman and ordinary‑course SiriusXM–Live Nation agreements (data and marketing). Board concluded no impairment of independence for Rapino .
- Outside commitments policy: Board monitors director commitments; discussion in proxy focuses on Maffei and Zaslav, not Rapino .
Expertise & Qualifications
- Board‑relevant skills: Leading figure in the music industry; extensive experience marketing and promoting live entertainment, especially musical entertainment, aligned with SiriusXM’s content and subscription businesses .
Equity Ownership
| Category | Shares/Units | Percent of Class |
|---|---|---|
| Total beneficial ownership (includes RSUs/options exercisable within 60 days) | 29,669 | Less than 1% (“*”) |
| Common stock (excluding RSUs/options) | 10,249 | — |
| Unvested RSUs + dividend equivalents outstanding at 12/31/2024 | 6,524 | — |
| Options outstanding at 12/31/2024 | 3,647 | — |
- Stock ownership guidelines: Directors must own shares equal to at least 5x the annual cash retainer; compliance deadline is the later of five years from board service start or September 1, 2029. Individual compliance status not disclosed .
Governance Assessment
- Board effectiveness and independence: Rapino is classified independent after specific review of Live Nation relationships and ordinary‑course transactions; independence deemed intact, which supports investor confidence .
- Committee service: As a member of the Compensation Committee, Rapino participates in executive pay oversight. Notably, the Committee includes one non‑independent director (Maffei) under NASDAQ’s limited exception; while disclosed and justified by the board, this composition may be viewed as a governance sensitivity by some investors (potential yellow flag) .
- Engagement and attendance: Board/committee meeting cadence and the ≥75% attendance threshold were met by all directors in 2024, indicating acceptable engagement levels .
- Director pay alignment: Cash retainer ($100k) plus time‑based RSUs (~$175k) creates straightforward alignment, with dividend equivalents enhancing equity linkage; directors no longer receive routine stock options, consistent with pay practice modernization .
- Related‑party exposure: Ordinary‑course agreements with Live Nation were considered; board concluded no impairment to Rapino’s independence. Ongoing monitoring remains prudent given industry interconnections .
- Policies: Hedging and short‑sales are prohibited under the Securities Trading Policy applicable to directors; clawbacks and double‑trigger CIC provisions exist in broader compensation governance, reflecting favorable practices .
RED FLAGS
- Compensation Committee composition includes a non‑independent director via NASDAQ’s “exceptional and limited circumstances” provision; although justified by the board, this can draw scrutiny from proxy advisors focusing on compensation independence .
Positive Signals
- Explicit independence determination for Rapino despite industry interlocks; regular executive sessions led by the Lead Independent Director support robust oversight .
- Shift toward performance‑based executive equity design (FCF with relative TSR modifier) and annual say‑on‑pay proposal signals responsiveness to shareholder expectations; while not director‑specific, it reflects overall governance quality .