It was announced today that Liberty Radio, LLC, a subsidiary of Liberty Media Corporation, appointed Ms. Vanessa A. Wittman and Mr. Carl E. Vogel to the Sirius XM Board of Directors. Liberty Radio, LLC, is the holder of convertible perpetual preferred stock, series B-1, and thus is entitled to appoint and elect a number of members of their board directors proportional to Liberty's ownership level in the Company. This now means that Liberty controls 5 of the 13 Board seats at Sirius XM.
John C. Malone, Gregory B. Maffei and David J.A. Flowers have been on the board for quite some time. The addition of Ms. Wittman and Mr. Vogel should not come as a surprise. Liberty has a huge stake in Sirius XM (their preferred shares convert to 40% of the company) and it is only natural that they fill the board with members as the contract allows, particularly as some of the covenants of the deal are close to expiration .
Ms. Wittman and Mr. Vogel have been determined by the Sirius XM Nominating and Corporate Governance Committee of the board of directors to be independent directors within the meaning of The NASDAQ Marketplace Rules. Ms. Wittman is expected to be appointed to the Audit Committee, and Mr. Vogel is anticipated to be appointed to the Compensation Committee as well as Nominating and Corporate Governance Committee of the board.
Vanessa A. Wittman, age 43, is Executive Vice President and Chief Financial Officer of Marsh & McLennan Companies, Inc. ("MMC"), a professional services company providing advice and solutions in the areas of risk, strategy, and human capital. Prior to joining MMC in September 2008, Ms. Wittman was Chief Financial Officer and Executive Vice President of Adelphia Communications Corp., a cable television company, from 2003 to 2007. Prior to Adelphia, Ms. Wittman served as Chief Financial Officer of 360networks, a wholesale provider of telecommunications services. She also has held positions with Microsoft, Metricom Inc. and Morgan Stanley & Co. Incorporated. Ms. Wittman serves as a director of kgb, an independent provider of directory assistance and enhanced information services. Ms. Wittman also served on the board of directors of Infospace, an internet search services company, from January 2003 to January 2008.
Carl E. Vogel, age 53, is currently a member of the board of directors of Dish Network Corporation, a satellite television provider, and a Senior Advisor to its Chairman, CEO and President. He served as President of Dish Network Corporation from September 2006 until February 2008 and served as Vice Chairman from June 2005 until March 2009. From October 2007 until March 2009, Mr. Vogel served as the Vice Chairman of the board of directors of, and as a Senior Advisor to, EchoStar Communications Corporation. From 2001 until 2005, Mr. Vogel served as the President and CEO of Charter Communications Inc., a cable television and broadband services provider. Prior to joining Charter, Mr. Vogel worked as an executive officer in various capacities for companies affiliated with Liberty Media Corporation or its predecessor. Mr. Vogel is a member of the boards of directors and audit committees of Shaw Communications, Inc., a diversified communications company providing broadband cable and direct-to-home satellite services in Canada, Universal Electronics, Inc., a provider of wireless control technology for connected homes, NextWave Wireless Inc., a wireless technology company that develops, produces, and markets mobile multimedia and consumer electronic solutions, and is a member of the board of directors, audit committee and executive committee of Ascent Media Corporation.
Certainly some will try to read into this move by Liberty, but realistically, this is something that savvy investors already knew would happen after this years annual meeting.
Position - Long Sirius XM Satellite Radio