DISH Network CORP appointed Mr. Hamid Akhavan as new CEO

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


On August 7, 2023, the Board approved the appointment of Mr. Hamid Akhavan, the current President and Chief Executive Officer of EchoStar, as the President and Chief Executive Officer of DISH and a member of the Board effective as of the date on which the Effective Time occurs. Mr. Akhavan has served as the President and Chief Executive Officer of EchoStar since March 31, 2022. Prior to joining EchoStar, Mr. Akhavan served as a Partner at Twin Point Capital, an investment firm, beginning in April 2018, and from March 2016 to April 2018, he was a Founding Partner of Long Arc Capital LLC. Prior to March 2016, Mr. Akhavan held a variety of leadership positions, including as Chief Executive Officer of Unify, Inc. (formerly Siemens Enterprise Communications), and Chief Executive Officer of T-Mobile International, in connection with which he also served as a member of the Board of Management of Deutsche Telekom. Mr. Akhavan has been a member of the Board of Directors of Vonage Holding Corp., a global cloud communications company, since 2016, and also serves on that Board's Technology and Transactions Committees. In addition, since 2020, Mr. Akhavan has served as a member of the Board of Directors of Anterix Inc., a wireless communications company, and is a member of its Compensation and Nominating and Corporate Governance Committees.


In connection with Mr. Akhavan's appointment, the Board and its Compensation Committee approved the terms of a letter agreement with Mr. Akhavan, pursuant to which Mr. Akhavan will receive an annual base salary of $2,500,000 and be eligible for an annual bonus opportunity of up to $2,500,000 (prorated for the portion of the year following the Effective Time if the Effective Time occurs in 2023). The letter agreement will contemplate that a portion of Mr. Akhavan's unvested EchoStar equity awards will vest at the Effective Time in accordance with their terms, with any remaining unvested portion forfeited (in the case of restricted stock units) or converted into corresponding DISH awards pursuant to the Merger Agreement (in the case of stock options). Pursuant to the letter agreement, Mr. Akhavan will receive an annual award (the "Annual RSU Award") of 750,000 DISH restricted stock units with a one-year vesting period and a one-time award (the "Sign-On Option Award") of 2,000,000 DISH stock options with three year ratable vesting. If Mr. Akhavan's employment is terminated without cause or due to constructive termination, then (a) any outstanding Annual RSU Award relating to the year in which such termination occurs shall become fully vested, and (b) a portion of any outstanding Sign-On Option Award will become vested based on the date of such termination.


Mr. W. Erik Carlson will step down as Chief Executive Officer of DISH as of the Effective Time.


Also on August 7, 2023, the Board approved the appointment of Mr. John W. Swieringa, DISH's current President and Chief Operating Officer, Wireless, as President of Technology and Chief Operating Officer of DISH effective as of August 8, 2023. In addition, Mr. Swieringa is eligible to receive a one-time cash bonus of up to $200,000 for the achievement of a performance goal, the terms and conditions of which will be subject to a written award agreement to be agreed with Mr. Swieringa. The Board and its Compensation Committee approved, effective as of the Effective Time, (i) an annual base salary of $1,000,000 for Mr. Swieringa and (ii) a grant of 500,000 DISH stock options and 200,000 DISH restricted stock units, each with five year ratable vesting beginning on January 1, 2025.