Scott Greenstein
SIRIUS XM HOLDINGSAbout Scott Greenstein
Scott A. Greenstein is President and Chief Content Officer at Sirius XM Holdings Inc., a role he has held since May 2004. He is 65, and previously served as CEO of The Greenstein Group, Chairman of USA Films (1999–2002), Co‑President of October Films (1997–1999), and Senior Vice President at Miramax Films, with senior roles at Viacom . His compensation is primarily linked to company performance through annual cash bonuses tied to adjusted EBITDA, total revenue and self‑pay subscribers (2024 plan), and long‑term performance equity tied to multi‑year free cash flow with a relative TSR modifier (program changes adopted for 2025) . In April 2024 he received a new multi‑year equity package (options, RSUs, PRSUs) with vesting through 2027 and performance gating on cumulative free cash flow, reinforcing pay‑for‑performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Greenstein Group | Chief Executive Officer | Prior to May 2004 | Media and entertainment consulting leadership before joining Sirius XM . |
| USA Films | Chairman | 1999–2002 | Led motion picture production, marketing and distribution strategy . |
| October Films | Co‑President | 1997–1999 | Co-led indie film production, marketing and distribution . |
| Miramax Films | SVP, Motion Pictures, Music, New Media & Publishing | Pre‑1997 | Senior content, new media and publishing leadership . |
| Viacom Inc. | Senior positions | Pre‑Miramax | Senior roles across media operations . |
External Roles
- No public company directorships or committee roles disclosed for Greenstein in company filings .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $1,677,284 | $1,697,440 | $1,698,986 |
| Target Bonus (% of Salary) | 200% | 200% | 200% |
| Actual Bonus Paid ($) | $2,250,000 | $2,500,000 | $1,462,000 |
Performance Compensation
Annual Bonus Plan – 2024 (Company-wide metrics and weights)
| Metric | Threshold (50% payout) | Target (100%) | Max (120%) | Weight | 2024 Performance | Weighted Payout |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($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 (EOP) | 31,791,000 | 32,092,000–32,142,000 | 32,242,000 | 10% | Below Threshold | 0% |
| Total | — | — | — | 100% | — | 43% |
- The Compensation Committee applied the formulaic plan result (43% of target) for Greenstein’s 2024 bonus (yielding $1,462,000, shown above), and did not add discretionary adjustments for him .
- 2023 plan metrics and outcomes (for context): Self‑pay subscribers 31,942,000; Total revenue $8,953mm; Adjusted EBITDA $2,790mm; aggregate performance 90.5% with metric weights of 20/30/50% respectively .
2024 Equity Awards (granted post‑agreement effective date)
| Award Type | Grant Value | Strike/Terms | Vesting |
|---|---|---|---|
| Stock Options | $8,250,000 (Black‑Scholes) | Exercise price = closing sale price on grant day | 3 equal tranches on May 26, 2025; May 25, 2026; May 24, 2027 |
| Time‑based RSUs | $1,650,000 | Standard RSU terms | 3 equal tranches on May 26, 2025; May 25, 2026; May 24, 2027 |
| Performance‑based RSUs (PRSU) | $3,300,000 | 3‑year performance period (Jan 1, 2024–Dec 31, 2026); cumulative free cash flow target set by Compensation Committee | Cliff vest May 24, 2027, subject to goal achievement & service |
Outstanding Equity (as of 12/31/2024)
| Category | Detail |
|---|---|
| Options – Exercisable | 268,379 @ $63.60, exp. 12/8/2030 |
| Options – Unexercisable | 1,098,276 @ $27.40, exp. 5/29/2034 |
| Unvested RSUs | 56,010 units; MV $1,277,028 |
| Unearned PRSUs (Equity Incentive) | 168,033 units; payout MV $3,831,152 |
Program Structure Changes (effective 2025)
- Regular executive grants will no longer include time‑vested stock options; performance equity to comprise at least half of total equity and be tied to 3‑year financial metrics (free cash flow) with a relative TSR modifier to align with stockholder value .
Equity Ownership & Alignment
| Metric | As of Mar 31, 2025 | As of Feb 29, 2024 |
|---|---|---|
| Beneficial Ownership (shares) | 661,923 | 3,474,932 |
| % of Shares Outstanding | <1% | <1% |
| Shares in 401(k) | 8,559 | 82,363 |
- Executive stock ownership guidelines adopted in 2025 for CEO, COO, CFO and other executive officers (including President & Chief Content Officer) to further align interests with stockholders .
- Anti‑hedging and pledging policy prohibits short sales and transactions in publicly‑traded derivatives/hedging/monetization strategies of company stock; officers are also subject to a Securities Trading Policy with pre‑clearance and 10b5‑1 plan controls .
Employment Terms
| Term | Detail |
|---|---|
| Role & Tenure | President & Chief Content Officer since May 2004 |
| Current Employment Agreement | Effective May 25, 2024 through May 24, 2027 |
| Base Salary | $1,700,000 from Effective Date |
| Target Annual Bonus | 200% of base salary; pro‑rated bonus for FY 2027 per agreement |
| Severance (qualifying termination) | Lump sum = 1.5x (base + greater of $2,600,000 or last annual bonus); 18 months medical, dental and life insurance; pro‑rated current year bonus (actual performance) + any earned but unpaid prior year bonus; 3 months consulting on request; release required |
| Equity | 2024 grants: options, RSUs, PRSUs; PRSU performance = cumulative FCF for 2024–2026 |
| Clawback | Compensation subject to company clawback policy and applicable rules |
| Non‑Compete/Confidentiality | Standard restrictive covenants per employment agreement |
| Change‑of‑Control Treatment | Company LTIP includes “double‑trigger” provisions; no excise tax gross‑ups |
Performance & Track Record
- Content strategy execution (2023 qualitative bonus factors): programming expansions; podcast rights and global ad sales (e.g., Kelly Ripa), new music channels (John Mayer, Carrie Underwood, Kelly Clarkson), crime channel with Audiochuck/Ashley Flowers, renewed MLB/NHL rights (five‑year extensions), extended NASCAR through 2025, extended talent partnerships (Kevin Hart, Megyn Kelly), marquee performances (Luke Combs, Dave Matthews, Ed Sheeran, Green Day, Wu‑Tang Clan, Ozuna, Jack Harlow), and ongoing customer satisfaction analytics .
- 2024 underperformance vs plan thresholds led to materially lower executive bonuses, reflecting formulaic application of results (43% overall funding) .
Compensation Structure Analysis
- Equity mix evolving: shift away from time‑vested options for regular grants in 2025 and increased use of PRSUs tied to multi‑year free cash flow with a relative TSR modifier, raising at‑risk and performance‑linked pay (supporting long‑term value alignment) .
- No golden parachute excise tax gross‑ups; clawbacks embedded; hedging/derivatives prohibited—shareholder‑friendly features .
Investment Implications
- Pay‑for‑performance: Greenstein’s cash bonus compresses meaningfully when financial and operating targets are missed (2024 at 43% of target), signaling tighter alignment of cash incentives to outcomes .
- Retention & alignment: Multi‑year vesting through 2027 (options/RSUs/PRSUs) and performance gating (cumulative FCF) create strong retention hooks and focus on cash generation; 2025 program adds relative TSR moderation to performance equity .
- Governance & risk: Prohibitions on hedging/derivative transactions and formal clawback reduce misalignment and reputational risk; double‑trigger change‑of‑control mechanics and no excise tax gross‑ups reflect best‑practice governance .
- Trading signal watchpoints: While insider transaction data were not retrievable at this time, scheduled vest dates in 2025–2027 and trading window policies suggest predictable liquidity events typical for executives; monitor forthcoming Form 4s around vesting and open windows for potential supply effects .