SIRIUS XM HOLDINGS INC. 8-K

What Happened

• Sirius XM Holdings filed an 8‑K (Jan 29, 2026) announcing that Richard N. Baer, Executive Vice President, General Counsel and Secretary, will retire and serve in his current role through February 8, 2026, then transition to part‑time through March 6, 2026. No severance is payable to Mr. Baer under his Employment Agreement in connection with his retirement.
• The company’s subsidiary, Sirius XM Radio LLC, entered into an Employment Agreement with Eve Konstan on January 28, 2026. Ms. Konstan will begin as Executive Vice President, Chief Legal Officer and Secretary on February 9, 2026. The initial term runs through February 8, 2029 and automatically renews for one‑year periods unless either party gives written notice of nonrenewal.

Key Details

• Base salary: $1,000,000 per year; annual target bonus: 150% of base salary; eligible to participate in executive bonus plans.
• Equity grants (to be issued shortly after the effective date, subject to blackout rules):
  • $1.5M in time‑based RSUs, vesting in equal thirds on years 1–3.
  • $2.0M sign‑on time‑based RSUs, vesting in equal halves on years 1–2.
  • $1.5M performance‑based RSUs that cliff vest based on a three‑year cumulative free cash flow target (2026–2028), with vesting adjusted by a three‑year relative TSR metric versus the S&P 1500 Media & Entertainment Index.
• Severance for certain qualifying terminations (not including nonrenewal): continuation of health insurance for 18 months and life insurance for 12 months, plus a lump‑sum severance equal to (i) one year’s base salary and (ii) the greater of the target bonus for the year of termination or the last annual bonus paid; pro‑rated and prior earned bonuses also apply. Severance is conditioned on execution of a release. Nonrenewal does not trigger cash severance but may accelerate equity consistent with a termination without “Cause.”
• Employment Agreement includes standard confidentiality, non‑competition and clawback provisions.

Why It Matters

• Leadership change in the legal office is material: Eve Konstan brings senior in‑house legal experience from Spotify, WarnerMedia, and HBO, and her compensation package includes significant equity tied to multi‑year performance measures that align her incentives with Sirius XM’s cash flow and shareholder returns.
• Investors should note the timing (effective Feb 9, 2026), the multi‑year performance conditions on a meaningful portion of her equity, and that nonrenewal is treated differently than a qualifying termination for severance purposes—important when assessing potential future compensation expense and retention risks.
• The company publicly disclosed the appointment by press release (filed as Exhibit 99.1), consistent with Regulation FD disclosure.