Thomas Barry
SIRIUS XM HOLDINGSAbout Thomas Barry
Thomas D. Barry is Executive Vice President and Chief Financial Officer of Sirius XM Holdings Inc., appointed effective April 28, 2023; he previously served as Senior Vice President & Controller and Chief Accounting Officer since 2009, and has 30+ years of finance leadership experience including roles at Reader’s Digest, Xerox Engineering Systems, Avon Products, and PricewaterhouseCoopers (CPA; B.S. Creighton University; MBA University of Connecticut) . 2024 incentive design tied CFO pay closely to performance: annual bonus funded at 43% of target based on company results (Adjusted EBITDA achieved 86% of target; revenue and self‑pay subscribers below threshold), and long-term PRSUs are split 50% on cumulative free cash flow and 50% on relative TSR, with specified performance periods and a TSR cap when absolute TSR is negative .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Sirius XM Holdings Inc. | EVP & CFO | Apr 28, 2023–present | Oversees finance, FP&A, controller, treasury, IR, internal audit . |
| Sirius XM Holdings Inc. | SVP & Controller; Chief Accounting Officer | 2009–Apr 2023 | Led post-merger integration of Sirius/XM; supported Pandora and Connected Vehicle acquisitions; drove automation and cost optimization . |
| Reader’s Digest Inc. | VP & Controller | 2002–2009 | Finance leadership in a global media company . |
| Xerox Engineering Systems | Finance leadership | n/a | Finance roles at a technology subsidiary . |
| Avon Products Inc. | Finance leadership | n/a | Finance roles at a multinational CPG company . |
| PricewaterhouseCoopers LLP | Auditor (CPA) | n/a | Foundational audit/accounting experience . |
External Roles
No public company directorships or external roles disclosed in filings for Barry.
Fixed Compensation
| Item | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 688,751 | 845,765 |
| Target Bonus (% of salary) | 125% (contract) | 125% (contract) |
| “Bonus” ($) | 900,000 | — |
| Actual Annual Bonus Paid (Non‑Equity Incentive Plan) ($) | — | 456,875 |
| All Other Compensation ($) | 9,900 | 10,350 |
2024 annual bonus was determined by a formulaic plan funded at 43% of target for most NEOs, reflecting below‑threshold revenue and subscriber outcomes and 86% of target Adjusted EBITDA; the Compensation Committee applied the plan funding to Barry without discretionary adjustments . 2024 base salary set at $850,000 per proxy tables; the summary compensation table reflects $845,765 paid in 2024, with the contractual target bonus opportunity at 125% of salary .
Performance Compensation
Annual Bonus Plan – 2024
| Metric | Weighting | Threshold | Target | Maximum | 2024 Performance | Weighted Contribution |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($mm) | 50% | 2,660 | 2,760–2,780 | 2,880 | 86% of target | 43% |
| Total Revenue ($mm) | 40% | 8,750 | 8,850–8,884 | 8,984 | Below threshold | 0% |
| Sirius XM Self‑Pay Subscribers (000s) | 10% | 31,791 | 32,092–32,142 | 32,242 | Below threshold | 0% |
| Total Weighted Payout | — | — | — | — | — | 43% |
Long‑Term Equity – Grants and Structure (Barry)
| Award Type | Grant Date | Units (#) | Grant‑date Fair Value ($) | Vesting/Performance |
|---|---|---|---|---|
| Stock Options (exercise price $51.40) | Feb 5, 2024 | 56,759 | 875,000 | Tranches vest 18,919 on Feb 5, 2025/2026; 18,921 on Feb 5, 2027 . |
| RSUs | Feb 5, 2024 | 16,472 | 846,666 | Tranches vest Feb 5, 2025/2026/2027 (see schedule below) . |
| PRSUs (Free Cash Flow) | Feb 5, 2024 | Part of 32,944 target PRSUs | 846,666 | 2‑year cumulative FCF performance through Dec 31, 2025; vest Feb 5, 2027 . |
| PRSUs (Relative TSR) | Feb 5, 2024 | Part of 32,944 target PRSUs | 881,257 | 3‑year relative TSR vs S&P 500 (Jan 1, 2024–Dec 31, 2026) with 150% max and 100% cap if absolute TSR < 0; vest Feb 5, 2027 . |
Vesting schedule – RSUs and Options (selected upcoming dates):
| Instrument | Vest Date | Units (#) |
|---|---|---|
| RSU | Feb 2, 2025 | 2,763 |
| RSU | Feb 5, 2025 | 5,665 |
| RSU | Feb 6, 2025 | 2,259 |
| RSU | May 2, 2025 | 3,375 |
| RSU | Feb 5, 2026 | 5,666 |
| RSU | Feb 6, 2026 | 2,258 |
| RSU | Apr 28, 2026 | 3,374 |
| RSU | Feb 5, 2027 | 5,665 |
| Option ($64.30) | Feb 2, 2025 | 9,771 |
| Option ($49.90) | Feb 6, 2025 | 10,000 |
| Option ($36.80) | May 2, 2025 | 13,922 |
| Option ($51.40) | Feb 5, 2025 | 18,919 |
| Option ($49.90) | Feb 6, 2026 | 10,001 |
| Option ($36.80) | Apr 28, 2026 | 13,924 |
| Option ($51.40) | Feb 5, 2026 | 18,919 |
| Option ($51.40) | Feb 5, 2027 | 18,921 |
Performance bank (prior PRSUs):
- 2022 PRSUs: 8,288 FCF PRSUs fully achieved; vest Feb 2, 2025. 8,288 TSR PRSUs did not meet the metric; no shares vested on Feb 2, 2025 .
- 2023 PRSUs: 6,776 FCF and 6,776 TSR PRSUs scheduled to vest Feb 6, 2026 subject to performance .
- 2023 PRSUs (May 2): 10,124 FCF and 10,124 TSR PRSUs scheduled to vest Apr 28, 2026 subject to performance .
Equity Ownership & Alignment
| Category | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership (shares) | 186,076 | Less than 1% of outstanding . |
| Common Stock held | 152,195 | Includes 401(k) holdings . |
| 401(k) Plan shares | 1,607 | Included in common shares . |
| Unvested RSUs (year‑end 2024) | 39,313; $896,336 MV | RSUs not yet vested; market value per proxy . |
| Unearned PRSUs (year‑end 2024) | 50,844; $1,159,243 PV | Subject to future performance . |
| Options outstanding | See vesting table above | Exercise prices and tranches detailed . |
Policies and alignment:
- Executive stock ownership guidelines adopted in 2025 for CEO, COO, CFO and other Section 16 officers (multiples not disclosed), to strengthen alignment with stockholders .
- Securities Trading Policy in place; company prohibits hedging/derivative transactions in its stock; pledging not disclosed in Barry’s section; no pledging noted in ownership tables .
Employment Terms
| Term | Details |
|---|---|
| Employment agreement | EVP & CFO term through Apr 28, 2026; base salary initially $800,000 with increases; target bonus 125% of salary . |
| Severance (without cause / good reason) | Lump sum equal to base salary + greater of target bonus or last bonus; pro‑rated current‑year bonus (based on actuals); 18 months medical/dental; 1 year life insurance, subject to release . |
| Potential payments (as of Dec 31, 2024) | Termination without cause/good reason: Severance $2,975,000; Accelerated equity $2,630,960; Insurance $57,121; Total $5,663,082; amounts same following change in control . |
| Equity acceleration on termination | RSUs/options accelerate on death, disability, termination without cause, or resignation for good reason per award terms, subject to release; PRSUs settle per specified rules depending on timing . |
| Change‑of‑control | Plan governs equity treatment; Liberty‑related transactions are excluded from CoC under legacy award agreements; company’s 2024 LTIP includes “double‑trigger” protection . |
| Clawback | Compensation subject to clawback to extent required by law/listing rules; mirrored in employment and award agreements . |
| Non‑compete / Non‑solicit | 1‑year restricted period on competitive activities (radio/podcasting/telematics/audio ad tech), customer solicitation, and employee solicitation; geographic scope broad across audio distribution . |
| Dispute resolution | Arbitration for employment disputes; fee shifting potential; New York law governs . |
Multi‑Year Compensation Summary (Barry)
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | 688,751 | 845,765 |
| Bonus ($) | 900,000 | — |
| Stock Awards ($) | 2,041,986 | 2,574,589 |
| Option Awards ($) | 750,001 | 875,000 |
| Non‑Equity Incentive Plan Compensation ($) | — | 456,875 |
| All Other Compensation ($) | 9,900 | 10,350 |
| Total ($) | 4,390,637 | 4,762,579 |
Investment Implications
- Pay‑for‑performance alignment: Low 2024 bonus funding (43% of target) and the two‑metric PRSU design (cumulative FCF with TSR modifier and cap) tighten linkage to cash generation and market‑relative returns; monitoring 2025 FCF delivery and TSR percentile through 2026 is critical to gauge PSU vesting outcomes .
- Vesting and potential selling pressure: Multiple RSU and option tranches vest across Feb–May 2025, then in 2026 and 2027, which may create periodic liquidity events; the larger PRSU tranches hinge on performance outcomes (not guaranteed) .
- Retention and change‑of‑control risk: Severance provides salary+bonus continuity with benefits, and equity accelerates on qualifying terminations; no excise tax gross‑ups (cutback only) and double‑trigger equity in the 2024 plan reduce windfall risk while offering standard protection—overall moderate retention risk, aligned with shareholders .
- Governance signals: Adoption of executive ownership guidelines and clawback policy improves alignment; prohibition of hedging reduces misalignment risk; no pledging flags for Barry are disclosed in filings reviewed .