SIRIUSXM HOLDINGS INC (SIRI)
Sector: Communication
2026 Annual Meeting Analysis
SIRIUSXM HOLDINGS INC · Meeting: May 28, 2026
Directors FOR
1
Directors AGAINST
5
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Mr. Hartenstein has served as a director since July 2008, so his tenure fully covers the 3-year period during which SIRI's stock fell approximately 33.8% while the company's disclosed peer group gained a median of 52.2% — a gap of 86 percentage points, far exceeding the 20-point trigger that applies when absolute returns are negative; the 5-year record (-55.1% vs. peer median +11.1%, a gap of 66.2pp) also exceeds the 20pp threshold, confirming this is sustained underperformance rather than a temporary dip, so the 5-year mitigant does not apply.
Ms. Salen has served as a director since July 2018, so her tenure fully covers the 3-year underperformance period; SIRI's 3-year return of -33.8% trails the peer median of +52.2% by 86 percentage points, well above the 20-point trigger for companies with negative absolute returns, and the 5-year gap of 66.2pp also exceeds the 20pp threshold, so the 5-year mitigant does not apply.
Ms. Witz has served as CEO and director since January 2021, so her tenure covers the full 3-year underperformance window; as an executive director she is subject to the same TSR trigger as all other directors, and SIRI's 3-year return of -33.8% versus the peer median of +52.2% produces an 86-point gap far exceeding the 20-point threshold, while the 5-year gap of 66.2pp also exceeds the threshold, so the 5-year mitigant does not apply; this vote against her as a director is independent of the separate Say on Pay analysis.
Dr. Malone has served as a director since May 2013, fully covering the underperformance period; the 86-point gap in 3-year TSR versus the peer median exceeds the 20-point trigger for negative absolute returns, and the 5-year gap of 66.2pp also exceeds the threshold, so no mitigant applies; his non-independent status (his father was Liberty Media Chairman) is noted as an additional governance concern.
Ms. Procope has served as a director since July 2020, so her tenure covers the full 3-year measurement period; the 86-point gap between SIRI's -33.8% 3-year return and the peer median of +52.2% far exceeds the 20-point trigger, and the 5-year gap of 66.2pp also clears the threshold, so no mitigant applies.
For Analysis
Ms. Sud joined the board in March 2025, less than 24 months before the meeting, so she is exempt from the TSR underperformance trigger under the policy's new-director exemption; she brings relevant technology, streaming, and digital media operating experience as CEO of Tubi.
Five of the six nominees standing for election (Hartenstein, Salen, Witz, Malone, and Procope) are voted AGAINST because they served on the board during the full 3-year period in which SIRI's stock fell roughly 34% while the company's disclosed peer group rose a median of 52%, producing an 86-percentage-point gap that far exceeds the 20-point trigger applicable when absolute returns are negative; the 5-year record (-55%, trailing peers by 66pp) also exceeds the threshold, confirming sustained underperformance with no mitigant available. Anjali Sud is the sole FOR vote as a director who joined in March 2025 and is exempt from the TSR trigger under the 24-month new-director grace period.
Say on Pay
✓ FORCEO
Jennifer C. Witz
Total Comp
$8,012,795
Prior Support
N/A
CEO Jennifer Witz received total compensation of approximately $8.0 million in 2025, which is reasonable for a CEO leading a $7.9 billion Communication Services company and does not appear to exceed the +20% individual CEO benchmark threshold when assessed against title-by-sector-by-market-cap benchmarks. The pay structure is appropriately variable — roughly 90% of CEO pay is performance-based or at risk, well above the 50-60% policy minimum, with annual bonuses tied to measurable metrics (Adjusted EBITDA, total revenue, and subscriber counts) and long-term awards tied to multi-year free cash flow with a relative TSR modifier. While SIRI has significantly underperformed its peers over three years, variable pay was funded at 100% of target (not above benchmark) and the annual bonus result of 100% of target reflects modest restraint given that weighted performance came in at 102.2%; the policy's pay-for-performance check directs a NO only when variable pay is above benchmark paired with TSR underperformance, and here variable pay is at target, not above benchmark, so no trigger fires.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$4,484,000
Non-Audit Fees
$110,000
Non-audit fees (audit-related attestation services of $110,000) represent approximately 2.5% of core audit fees ($4,484,000), well below the 50% threshold that would raise independence concerns; KPMG is a Big 4 firm appropriate for a $7.9 billion company; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire, and no material restatements are noted.
Overall Assessment
The 2026 SIRI annual meeting ballot is dominated by a significant director accountability issue: five of six nominees are voted AGAINST due to sustained, severe stock underperformance — SIRI's shares fell roughly 34% over three years while the disclosed peer group rose a median of 52%, a gap of 86 percentage points that triggers the policy's TSR vote standard, with the 5-year record providing no relief. The Say on Pay and auditor ratification proposals both pass cleanly, as executive pay is appropriately structured with heavy performance-based weighting and KPMG's fees reflect a clean, low non-audit ratio.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing