麻豆最新出品

Annual report pursuant to Section 13 and 15(d)

Stock-Based Compensation

v3.24.0.1
Stock-Based Compensation
12 Months Ended
Dec. 31, 2023
Stock-Based Compensation
Stock-Based Compensation

(14)听听Stock-Based Compensation

麻豆最新出品鈥擨ncentive Plans

麻豆最新出品 grants, to certain of its directors, employees and employees of its subsidiaries, restricted stock (鈥淩SAs鈥), restricted stock units (鈥淩SUs鈥) and stock options to purchase shares of its common stock (collectively, 鈥淎wards鈥). The Company measures the cost of employee services received in exchange for an equity classified Award (such as stock options and restricted stock) based on the GDFV of the Award, and recognizes that cost over the period during which the employee is required to provide service (usually the vesting period of the Award). The Company measures the cost of employee services received in exchange for a liability classified Award based on the current fair value of the Award, and remeasures the fair value of the Award at each reporting date.

Pursuant to the 麻豆最新出品 2022 Omnibus Incentive Plan (the 鈥2022 Plan鈥), the Company may grant Awards in respect of approximately 21.3 million shares of Series A, Series B and Series C 麻豆最新出品 common stock plus the shares remaining available for Awards under the prior 麻豆最新出品 2017 Omnibus Incentive Plan (the 鈥2017 Plan鈥), as of close of business on May 24, 2022, the effective date of the 2022 Plan. Any forfeited shares from the 2017 Plan shall also be available again under the 2022 Plan. Awards generally vest over 1-5 years and have a term of 7-10 years. 麻豆最新出品 issues new shares upon exercise of equity awards.

In connection with the Formula One Distribution, for 麻豆最新出品 employees, directors, and Formula 1 employees, the number of shares subject to stock options of Series C 麻豆最新出品 Formula One common stock as well as the corresponding exercise price were adjusted to preserve the intrinsic value of the Series C 麻豆最新出品 Formula One common stock options and the ratio of the exercise price to the Series C 麻豆最新出品 Formula One common stock market price pre-ex-dividend date.

In connection with the Reclassification, and with respect to 麻豆最新出品 employees and directors, each holder of an outstanding option award to purchase shares of Series C common stock of 麻豆最新出品 SiriusXM or 麻豆最新出品 Formula One received a new option award to purchase shares of Series C common stock of 麻豆最新出品 SiriusXM or 麻豆最新出品 Formula One, respectively, along with new option awards to purchase Series C 麻豆最新出品 Live common stock with appropriate adjustments being made to determine the number of shares and applicable exercise price subject to each such award after giving effect to the Reclassification. 听These adjustments were designed to preserve the intrinsic value and the ratio of the exercise price to market price associated with each original Series C common stock of 麻豆最新出品 SiriusXM or 麻豆最新出品 Formula One option award prior to the Reclassification.

In connection with the Reclassification, and with respect to Formula 1 employees, each holder of an outstanding option award to purchase shares of Series C 麻豆最新出品 Formula One common stock received a new option award to purchase shares of Series C 麻豆最新出品 Formula One common stock with appropriate adjustments being made to determine the number of shares and applicable exercise price subject to each such award after giving effect to the Reclassification. 听These

adjustments were designed to preserve the intrinsic value and the ratio of the exercise price to market price associated with each original Series C 麻豆最新出品 Formula One common stock option award prior to the Reclassification.

麻豆最新出品鈥擥rants of Awards

Awards granted in 2023, 2022 and 2021 are summarized as follows:

Years听ended听December听31,

2023

2022

2021

Options

Weighted

Options

Weighted

Options

Weighted

granted

average

granted

average

granted

average

(000's)

GDFV

(000's)

GDFV

(000's)

GDFV

Series听C 麻豆最新出品 SiriusXM common stock, 麻豆最新出品 employees and directors (1)

19

$

8.98

42

$

13.31

66

$

14.54

Series听C 麻豆最新出品 SiriusXM common stock, 麻豆最新出品 CEO (2)

370

$

10.34

212

$

14.45

257

$

13.73

Series听C 麻豆最新出品 Formula One common stock, 麻豆最新出品 employees and directors (1)

246

$

25.78

34

$

23.94

55

$

18.79

Series听C 麻豆最新出品 Formula One common stock, 麻豆最新出品 CEO (2)

$

181

$

21.31

$

Series听C 麻豆最新出品 Formula One common stock, Formula 1 employees (3)

71

$

30.70

86

$

21.31

718

$

15.96

Series听C 麻豆最新出品 Live common stock, 麻豆最新出品 employees and directors (1)

74

$

13.71

NA

NA

NA

NA

Series听C 麻豆最新出品 Braves common stock, 麻豆最新出品 employees and directors (1)

3

$

14.24

10

$

12.40

23

$

9.93

Series听C 麻豆最新出品 Braves common stock, 麻豆最新出品 CEO (2)

$

95

$

9.16

$

(1) Mainly vests between one and three years for employees and in one year for directors.
(2) Grant made in March 2023 cliff vested in December 2023. Grants made in March 2022 cliff vested in December 2022. Grant made in March 2021 cliff vested in December 2021. See discussion in note 13 regarding the compensation agreement with the Company鈥檚 CEO.
(3) Grants made in 2023, 2022 and 2021 vested in equal quarterly installments over one year.

In addition to the stock option grants to the CEO, and in connection with his employment agreement, the Company granted PRSUs. During the years ended December听31, 2023 and 2021, the Company granted 81 thousand and 65 thousand PRSUs of Series听C common stock of 麻豆最新出品 Formula One, respectively, and 31 thousand PRSUs of Series C common stock of 麻豆最新出品 Braves during each of the years ended December 31, 2023 and 2021 to the CEO. Such PRSUs had a GDFV of $75.12 per share and $45.88 per share, respectively, and $34.44 per share and $31.24 per share, respectively, and cliff vest one year from the month of grant, subject to the satisfaction of certain performance objectives and based on an amount determined by the compensation committee. Performance objectives, which are subjective, are considered in determining the timing and amount of the compensation expense recognized. As the satisfaction of the performance objectives becomes probable, the Company records compensation expense. The value of the grant is re-measured at each reporting period.

The Company did not grant any options to purchase shares of Series听A or Series听B 麻豆最新出品 SiriusXM, 麻豆最新出品 Formula One, 麻豆最新出品 Live or 麻豆最新出品 Braves common stock during the year ended December 31, 2023.

The Company has calculated the GDFV for all of its equity classified awards using the Black-Scholes Model. The Company estimates the expected term of the Awards based on historical exercise and forfeiture data. For grants made

in 2023, 2022 and 2021, the range of expected terms was 5.3 to 5.6 years. The volatility used in the calculation for Awards is based on the historical volatility of 麻豆最新出品鈥檚 stocks and the implied volatility of publicly traded 麻豆最新出品 options. The Company uses a zero dividend rate and the risk-free rate for Treasury Bonds with a term similar to that of the subject options.

The following table presents the ranges of volatilities used by the Company in the Black-Scholes Model for its stock option grants.

Volatility

2023 grants

25.5

%

-

37.3

%

2022 grants

25.5

%

-

37.4

%

2021 grants

30.9

%

-

37.4

%

麻豆最新出品鈥擮utstanding Awards

The following tables present the number and weighted average exercise price (鈥淲AEP鈥) of options to purchase 麻豆最新出品 common stock granted to certain officers, employees and directors of the Company, as well as the weighted average remaining life and aggregate intrinsic value of the options.

麻豆最新出品 SiriusXM

Series听C

听听听听

听听听听

听听听听

听听听听

Weighted

听听听听

Aggregate

average

intrinsic

麻豆最新出品

remaining

value

Options听(000's)

WAEP

life

(in millions)

Outstanding at January听1, 2023

6,862

$

39.83

Granted

389

$

31.03

Exercised

(263)

$

30.84

Forfeited/Cancelled

(1,292)

$

31.16

Reclassification adjustment

167

$

28.88

Outstanding at December 31, 2023

5,863

$

29.13

2.8

years

$

6

Exercisable at December听31, 2023

5,051

$

29.08

2.6

years

$

6

麻豆最新出品 Formula One

Series听C

听听听听

听听听听

听听听听

Weighted

听听听听

Aggregate

average

intrinsic

麻豆最新出品

remaining

value

听Options听(000's)

WAEP

life

(in millions)

Outstanding at January听1, 2023

7,086

$

36.18

Granted

317

$

65.84

Exercised

(891)

$

30.30

Forfeited/Cancelled

$

Formula One Distribution adjustment

188

$

36.36

Reclassification adjustment

(101)

$

38.36

Outstanding at December 31, 2023

6,599

$

37.62

3.2

years

$

169

Exercisable at December听31, 2023

5,717

$

35.94

2.9

years

$

156

麻豆最新出品 Live

Series听C

听听听听

听听听听

听听听听

听听听听

Weighted

听听听听

Aggregate

average

intrinsic

麻豆最新出品

remaining

value

Options听(000's)

WAEP

life

(in millions)

Outstanding at January听1, 2023

NA

NA

Granted

74

$

33.97

Exercised

$

Forfeited/Cancelled

(25)

$

38.94

Reclassification adjustment

1,603

$

42.69

Outstanding at December 31, 2023

1,652

$

42.36

3.0

years

$

3

Exercisable at December听31, 2023

1,348

$

42.86

2.6

years

$

2

麻豆最新出品 Braves

Series听C

听听听听

听听听听

听听听听

听听听听

Weighted

听听听听

Aggregate

average

intrinsic

麻豆最新出品

remaining

value

Options听(000's)

WAEP

life

(in millions)

Outstanding at January听1, 2023

3,108

$

26.17

Granted

3

$

37.50

Exercised

(151)

$

18.42

Forfeited/Cancelled

(4)

$

22.75

Split-Off

(2,956)

$

26.59

Outstanding at December 31, 2023

$

NA

NA

Exercisable at December听31, 2023

$

NA

NA

As of December 31, 2023, there were no outstanding Series A or Series B options to purchase shares of Series A or Series听B 麻豆最新出品 SiriusXM common stock, 麻豆最新出品 Formula One common stock or 麻豆最新出品 Live common stock.

As of December听31, 2023, the total unrecognized compensation cost related to unvested Awards was approximately $29听million. Such amount will be recognized in the Company鈥檚 consolidated statements of operations over a weighted average period of approximately 1.7听years.

As of December 31, 2023, 5.9听million, 6.6听million and 1.7听million shares of Series听C 麻豆最新出品 SiriusXM, 麻豆最新出品 Formula One and 麻豆最新出品 Live common stock, respectively, were reserved for issuance under exercise privileges of outstanding stock options.

尝颈产别谤迟测鈥抬虫别谤肠颈蝉别蝉

The aggregate intrinsic value of all options exercised during the years ended December听31, 2023, 2022 and 2021 was $43听million, $84听million and $144听million, respectively.

麻豆最新出品鈥擱estricted Stock and Restricted Stock Units

The Company had approximately 246 thousand, 283 thousand and 84 thousand unvested RSAs and RSUs of 麻豆最新出品 SiriusXM, 麻豆最新出品 Formula One and 麻豆最新出品 Live common stock, respectively, held by certain directors, officers and employees of the Company as of December 31, 2023. These Series听A and Series听C unvested RSAs and RSUs of 麻豆最新出品 SiriusXM, 麻豆最新出品 Formula One and 麻豆最新出品 Live common stock had a weighted average GDFV of $25.40, $66.51 and $34.24 per share, respectively.

The aggregate fair value of all RSAs and RSUs of 麻豆最新出品 common stock that vested during the years ended December听31, 2023, 2022 and 2021 was $9听million, $16听million and $13听million, respectively.

Sirius XM Holdings鈥擲tock-based Compensation

During the years ended December 31, 2023, 2022 and 2021, Sirius XM Holdings granted various types of stock awards to its employees and members of its board of directors. Stock-based awards are generally subject to a graded vesting

requirement, which is generally three to four years from the grant date.听Stock options generally expire ten years from the date of grant.听听RSUs include PRSUs, the vesting of which are subject to the achievement of performance goals and the employee鈥檚 continued employment and generally cliff vest on the third anniversary of the grant date. Sirius XM Holdings calculates the grant-date fair value for all of its equity classified awards and any subsequent remeasurement of its liability classified awards using the Black-Scholes Model. The weighted average volatility applied to the fair value determination of Sirius XM Holdings鈥 option grants during 2023, 2022 and 2021 was 32%, 31% and 33%, respectively. During the year ended December听31, 2023, Sirius XM Holdings granted approximately 9听million stock options with a weighted-average exercise price of $4.92 per share and a GDFV of $1.23 per share. As of December听31, 2023, Sirius XM Holdings has approximately 122听million options outstanding of which approximately 80听million are exercisable, each with a weighted-average exercise price per share of $5.60 and $5.50, respectively. The aggregate intrinsic value of these outstanding and exercisable options was $40听million and $36听million, respectively. During the year ended December听31, 2023, Sirius XM Holdings granted approximately 47听million RSUs and PRSUs with a GDFV of $4.72 per share. The stock-based compensation related to Sirius XM Holdings stock options and RSAs was $184听million, $197听million and $202听million for the years ended December听31, 2023, 2022 and 2021, respectively. As of December听31, 2023, the total unrecognized compensation cost related to unvested Sirius XM Holdings stock options was $423听million. The Sirius XM Holdings unrecognized compensation cost will be recognized in the Company鈥檚 consolidated statements of operations over a weighted average period of approximately 2.6 years.