Wayne Thorsen
SIRIUS XM HOLDINGSAbout Wayne Thorsen
Wayne D. Thorsen is Executive Vice President and Chief Operating Officer (COO) of Sirius XM Holdings Inc., effective December 16, 2024; he is 51 years old . He was appointed to oversee product and technology, automotive and streaming distribution partnerships, subscriber acquisition marketing, and corporate strategy, reporting to CEO Jennifer Witz . The company’s 2025 guidance targets total revenue of $8.5B, adjusted EBITDA of $2.6B, free cash flow of $1.15B, and a 2027 free cash flow target of $1.5B, aligning long-term performance focus with the COO’s remit .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ADT Inc. | EVP & Chief Business Officer | 2023–2024 | Led product, engineering, innovation and BD; launched ADT+ platform and “Trusted Neighbor”; advanced AI partnerships and operational efficiency |
| Google Inc. (Alphabet) | VP, Devices & Services Business Development | 2018–2023 | Led partnerships for Nest, Pixel, Chromecast, Google Home, Fitbit, Labs, Fi, Smart Home ecosystem |
| Social Finance, Inc. (SoFi) | SVP, Marketing & Strategic Partnerships | 2017–2018 | Drove marketing and strategic partnerships in consumer finance |
| Viacom Inc. | Executive role (Marketing/Partnerships) | Not disclosed | Media partnerships and marketing experience |
| Telefónica Digital | Executive role | Not disclosed | Digital business unit BD and strategy experience |
| BlueKai | Executive role | Not disclosed | Data management for marketers; partnerships/product |
| Microsoft | Executive role | Not disclosed | Technology partnerships/product experience |
Fixed Compensation
| Component | Amount/Term | Notes |
|---|---|---|
| Base Salary | $1,150,000 | Set by employment agreement, subject to Compensation Committee increases |
| Target Annual Bonus | 150% of base | Eligible under executive bonus plan; not eligible for 2024 bonus due to start date |
| 2024 Bonus | $0 | Not eligible; $700,000 sign‑on paid instead |
| Sign‑On Bonus | $700,000 | Paid within 30 days of start; full repayment if terminated for cause or resigns without good reason within 12 months |
| Relocation | Up to $50,000 | Moving/travel reimbursements; repay if resigns other than for Good Reason before term end |
| Term | 12/16/2024–12/15/2027 | 3‑year term; New York office location |
Performance Compensation
Annual Bonus Plan (Company Framework for 2024)
| Metric | Threshold (50% payout) | Target (100%) | Max (120%) | Weight | 2024 Actual | Weighted Payout |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($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% |
| Sirius XM Self‑Pay Subs (000s) | 31,791 | 32,092–32,142 | 32,242 | 10% | Below threshold | 0% |
| Total | — | — | — | — | — | 43% |
- Note: Thorsen did not receive a 2024 bonus; instead received a sign‑on bonus given his December 2024 start .
Equity Awards (granted post‑start)
| Award Type | Grant Value | Vesting | Performance | Acceleration |
|---|---|---|---|---|
| Time‑based RSUs (Award A) | $1,500,000 | 3 tranches: 1st anniversary of start; 2nd anniversary; 12/15/2027 | n/a | Accelerates on death, Disability, termination without Cause or resignation for Good Reason, subject to release |
| Time‑based RSUs (Award C) | $1,500,000 | 2 tranches: 1st and 2nd anniversaries of start | n/a | Same acceleration terms |
| Performance‑based RSUs (PRSUs) | $1,500,000 | Cliff distribution after 2–3 year performance period per Compensation Committee certification | Metrics may include FCF, revenue, EBITDA, TSR, subscribers; company chose free cash flow for 2025–2027 awards with a relative TSR modifier | Accelerates on qualifying termination events; distribution timing per agreement and Section 409A |
- Shares underlying grants are determined by dividing grant value by 20‑day average closing price prior to grant date; grant occurs on the second business day the trading window is open post‑start .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (3/31/2025) | 0 shares; not listed with a share count in officer table |
| Ownership as % of SO | Less than 1%; table indicates negligible holdings for many NEOs, and Thorsen lists “—” shares |
| Vested vs Unvested | Award structures disclosed; specific share counts not disclosed at grant |
| Hedging/Clawback | Company has a Securities Trading Policy; executive compensation subject to clawback policy; proxy Do’s/Don’ts prohibit hedging/derivatives for employees |
| Stock Ownership Guidelines | Adopted in 2025 for CEO, COO, CFO and Section 16 executive officers; executives required to hold designated levels of common stock |
Employment Terms
- Severance (qualifying termination: without Cause or for Good Reason): lump sum equal to base salary plus the greater of target bonus or last annual bonus paid/due; pro‑rated current‑year bonus based on actual results; continuation of medical/dental benefits for 18 months and life insurance for 12 months; subject to execution of a release and compliance with restrictive covenants .
- Change‑of‑Control economics: 280G “cutback” applies to avoid excise tax if net‑of‑tax benefit is higher; explicit ordering of reductions (cash, full‑value equity, etc.); no tax gross‑ups . SiriusXM’s 2024 LTIP includes “double‑trigger” change‑in‑control provisions .
- Non‑compete & non‑solicit: 1‑year restricted period post‑separation covering distribution/transmission/streaming of audio programming and adjacent activities (podcasting, telematics, audio ads); non‑solicit customers/employees; scope includes broad “audio” definition; exceptions for non‑competitive divisions in multi‑line enterprises .
- Arbitration: binding arbitration in New York under AAA employment rules; fee‑shifting to prevailing party; court injunctive relief available for confidentiality/non‑compete enforcement .
- Confidentiality/whistleblower: robust confidentiality obligations; explicit whistleblower protections and SEC reporting carve‑outs .
Investment Implications
- Pay-for-performance alignment: Equity mix emphasizes multi‑year RSUs and PRSUs with vesting spread across 2025–2027 and performance certification, aligning the COO to free cash flow and relative TSR—key drivers of shareholder value per the updated strategy .
- Retention risk and supply signals: Two RSU schedules vest on the first and second anniversaries of 12/16/2024 and one cliff on 12/15/2027; these dates may create potential insider selling windows, subject to policy/blackouts. Acceleration on qualifying terminations plus robust severance reduces near‑term exit risk but can create overhang if broader management turnover occurs .
- Ownership: As of 3/31/2025, Thorsen held no common shares, suggesting future ownership will accrue via vesting; compliance with newly adopted executive ownership guidelines will be an alignment milestone to watch .
- Governance safeguards: Clawback policy, double‑trigger CoC treatment, no excise gross‑ups, and formal arbitration/non‑compete terms indicate shareholder‑friendly structures limiting windfalls and protecting IP/customer relationships .
Notes
- Thorsen’s biography and appointment scope are detailed in the December 10, 2024 Form 8‑K and press release .
- 2025 guidance and 2027 free cash flow target reflect company‑level performance context during his tenure .