Richard Baer
SIRIUS XM HOLDINGSAbout Richard Baer
Richard N. Baer, age 67, became Executive Vice President, General Counsel and Secretary of Sirius XM Holdings Inc. effective March 3, 2025, following a 40+ year legal leadership career including Chief Legal Officer roles at Airbnb, Liberty Media/Liberty Interactive, UnitedHealth Group, and General Counsel/Chief Administrative Officer at Qwest Communications; he holds a B.A. in Economics from Columbia University and a J.D. from Duke University . SiriusXM’s executive pay programs emphasize performance metrics—Adjusted EBITDA, total revenue, free cash flow, subscriber performance, and relative TSR—aligning leadership incentives with shareholder outcomes; Baer’s long-term incentives are explicitly tied to three-year cumulative free cash flow and relative TSR against the S&P 1500 Media & Entertainment Index .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Airbnb, Inc. | Chief Legal Officer | 2019–2023 | Oversaw legal, policy, ethics and compliance during scaling and post-IPO period |
| Liberty Media & Liberty Interactive + affiliates | Chief Legal Officer / Chief Administrative Officer | 2012–2019 | Led legal across media/commerce portfolio, corporate governance, complex transactions |
| UnitedHealth Group | EVP & Chief Legal Officer | 2011–2012 | Led legal for diversified health-care enterprise |
| Qwest Communications | EVP & General Counsel; later Chief Administrative Officer | 2002–2011 (CAO 2008–2011) | Managed legal and corporate administration through industry transition and M&A |
| Sherman & Howard L.L.C. | Chair, Litigation Dept. | — | Led litigation practice; earlier career as homicide prosecutor in Brooklyn DA’s office |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| National Jewish Health | Chairman & long-standing board member | — | Governance of leading respiratory hospital |
| Colorado Workforce Development Council | Chairman | — | Workforce policy leadership |
| Colorado Legal Aid Foundation | Board member | — | Access-to-justice advocacy |
| Institute for the Advancement of the American Legal System | Board member | — | Legal system improvement |
| Duke University School of Law | Board of Visitors | — | Academic advisory |
| Daniels College of Business (Executive Advisory Board) | Advisor | — | Business education support |
| Colorado Campaign for Inclusive Excellence | Board member | — | DEI initiatives |
| CommerceHub | Chair of the Board of Directors | — | E-commerce platform governance |
Fixed Compensation
| Component | Terms |
|---|---|
| Base Salary | $1,000,000 per year, subject to increase (not decrease) by Board/Comp Committee |
| Target Annual Bonus | 150% of base salary; plan generally applicable to executive officers; discretionary determination by CEO/Comp Committee |
| Sign-on Bonus | $500,000 cash, payable within 30 days of start; full repayment if voluntary resignation w/o Good Reason or termination for Cause within first year (net after-tax or gross depending on year) |
| Benefits | Eligible for executive benefit plans; vacation accrual at 4 weeks per year |
Performance Compensation
Equity Awards Granted (Grant Date: March 3, 2025)
| Award Type | Grant Value | Vesting Schedule | Key Conditions |
|---|---|---|---|
| RSUs (time-based) | $1,500,000 | Equal installments on 1st, 2nd, 3rd anniversaries of Grant Date | Continuous full-time employment through each vest date; accelerated vesting upon death, Disability, termination without Cause, or resignation for Good Reason (subject to release) |
| RSUs (time-based) | $2,000,000 | Equal installments on 1st and 2nd anniversaries of Grant Date | Same conditions/accelerations as above |
| PRSUs (performance-based) | $1,500,000 | Cliff vest at 3rd anniversary of Grant Date, subject to performance certification | Three-year cumulative free cash flow target (2025–2027), modified by relative TSR vs S&P 1500 Media & Entertainment Index; vesting requires continued full-time employment through 3rd anniversary; accelerated treatment on qualifying terminations per award agreement (subject to release) |
Performance Metric Design (PRSUs)
| Metric | Target Definition | Payout Curve | Modifier | Vesting |
|---|---|---|---|---|
| Cumulative Free Cash Flow (2025–2027) | Compensation Committee-approved multi-year FCF target (non-GAAP definition per plan; adjustments permitted) | 0% below 50%; straight-line 50%→100%; up to 200% for >100% of target | Relative TSR percentile vs S&P 1500 Media & Entertainment: -25% if <25th; no change if 25th–75th; +25% if >75th; capped at 200% total | Eligible PRSUs determined ≤60 days post-period; shares issued if employment continuous through 3rd anniversary; special settlement timing on qualifying termination |
Company Annual Bonus Framework (for context; 2024 outcomes)
| Performance Metric | Threshold (50% payout) | Target (100% payout) | Maximum (120% payout) | Weighting | 2024 Performance | Weighted Payout |
|---|---|---|---|---|---|---|
| Adjusted EBITDA (USD mm) | $2,660 | $2,760–$2,780 | $2,880 | 50% | 86% of Target | 43% |
| Total Revenue (USD 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 Weighted Payout | — | — | — | — | — | 43% |
Equity Ownership & Alignment
- Stock Ownership Guidelines (adopted 2025): CEO 6× salary; COO/CFO/President 3× salary; other Section 16 executive officers reporting to CEO (includes General Counsel) 2× salary; compliance within five years of becoming an executive (by 12/31/2029 for incumbents as of 1/1/2025; three years to meet higher multiple upon promotion) . For Baer, guideline implies $2,000,000 of SIRI stock within five years of 3/3/2025 (no earlier disclosed holdings specific to Baer) .
- Anti-Hedging/Pledging: Officers, directors, employees prohibited from short sales, publicly traded derivatives, hedging/monetization, pledging/margin accounts—reduces misalignment and leverage risk .
- Clawback: Mandatory recoupment of erroneously awarded incentive compensation per NASDAQ 10D-1 policy; employment agreements also permit clawback per policy or law; 2024 Plan subjects awards to cancellation/forfeiture for detrimental activity .
Employment Terms
| Term | Detail |
|---|---|
| Effective Date; Title | March 3, 2025; EVP, General Counsel and Secretary (reports solely/directly to CEO unless required otherwise) |
| Initial Term; Auto-Renewal | Through March 4, 2028; automatically extended one year each March 4 unless either party gives timely non-renewal notice |
| Non-Compete / Non-Solicit | One-year restricted period post-termination; prohibits competitive activity in audio distribution/streaming/podcasting/telematics/audio ad tech; customer and employee non-solicit; passive investments <5% permitted; private practice of law permitted; division carve-out allowed |
| Severance (Qualifying Termination) | Lump sum equal to base salary + greater of target bonus or last bonus; pro-rated current-year bonus (actual performance) + prior-year earned bonus; 18 months medical/dental (company-paid), 12 months life insurance (limits apply); immediate full vesting of unvested equity awards |
| Non-Renewal Mechanics | Company non-renewal at term end: no cash severance; equity accelerates at designated “target” level of performance under award agreements |
| Clawback & Arbitration | Incentive compensation subject to Company Clawback Policy; binding arbitration in NYC for employment disputes; court injunctive relief for confidentiality/non-compete enforcement |
| Indemnification & D&O | Company indemnification to full extent under Delaware law; D&O insurance maintained during term and ≥6 years thereafter |
| Tax (280G/4999) | “Best net” 280G cutback—reduce payments to avoid excise tax only if doing so increases net after-tax value; detailed sequencing of reductions; no tax gross-ups |
| Remote Classification | Classified as remote; travel to offices as reasonably requested |
Investment Implications
- Compensation alignment: Three-year cumulative FCF PRSUs with relative TSR modifier tie Baer’s equity to cash generation and market-relative performance; dual time-based RSU tranches create staged vesting on 3/3/2026–2028, a potential calendar for predictable selling pressure if liquidity is needed post-vesting .
- Retention risk appears contained: Multi-year contract with annual auto-renewal, robust severance on qualifying termination, and equity acceleration even upon Company non-renewal at target level enhance stickiness; non-compete/non-solicit restrict immediate departures to competitors .
- Governance safeguards: Prohibitions on hedging/pledging, NASDAQ-compliant clawback, and 280G “best net” cutback (no gross-up) mitigate red flags related to misalignment or excessive parachutes .
- Ownership alignment: Newly adopted executive ownership guidelines require 2× salary in stock within five years for the General Counsel role, increasing skin-in-the-game; Baer’s compliance window runs to 2029/2030 per guideline timing .
- Execution context: Company bonus framework emphasizes Adjusted EBITDA, revenue, and subscribers; 2024 payout funded at 43%, underscoring a pay-for-performance posture likely to inform Baer’s bonus determinations going forward .