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 November 9, 2023, DISH Network Corporation ("DISH") appointed Mr. Hamid Akhavan, the current Chief Executive Officer and President of EchoStar Corporation ("EchoStar"), to the additional role of President and Chief Executive Officer of DISH effective as of November 13, 2023. As previously disclosed, Mr. Carlson notified DISH of his intention to resign as President and Chief Executive Officer of DISH effective as of November 12, 2023, but will remain on the board of directors of DISH (the "DISH Board") through the closing of the previously announced merger between DISH and EchoStar (the "Merger"). The appointment of Mr. Akhavan was approved by a special committee of independent directors of the DISH Board (the "DISH Special Committee"), subject to the approval of the DISH Board, and was subsequently approved by the DISH Board. The approval of the DISH Board was conditioned upon the approval of the board of directors of EchoStar (the "EchoStar Board") of a compensation sharing agreement between DISH and EchoStar, which approval was obtained on November 9, 2023. 


Mr. Akhavan will retain his current position as Chief Executive Officer and President of EchoStar. Prior to joining EchoStar on March 31, 2022, 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, where 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.


Mr. Akhavan has no family relationships with any of DISH's directors or executive officers. By virtue of his position as President and Chief Executive Officer of EchoStar, Mr. Akhavan may be considered to have an indirect financial interest in related party transactions between DISH and EchoStar. Information regarding related party transactions between DISH and EchoStar was provided in DISH's definitive proxy statement for its 2023 annual meeting of shareholders in the section entitled "Certain Relationships and Related Party Transactions." Additionally, during the third quarter of 2023, DISH subsidiaries ParkerB.com Wireless L.L.C. ("ParkerB") and Wetterhorn Wireless L.L.C. ("Wetterhorn," and collectively with ParkerB, the "Spectrum Subsidiaries") entered into a Spectrum Manager Lease Agreement (the "Lease") with Hughes Satellite Systems Corp., a wholly owned subsidiary of EchoStar ("Hughes"), whereby: (a) ParkerB leased 10 MHz of its 600 MHz spectrum to Hughes; (b) Wetterhorn leased 10 MHz of its Citizens Broadband Radio Service spectrum to Hughes; and (c) Hughes agreed to pay the Spectrum Subsidiaries a monthly recurring sum of $18,500 for use of the spectrum. The Lease term expires on August 31, 2024; provided, however, Hughes may elect to extend the Lease until December 31, 2025. Collectively, the Spectrum Subsidiaries are expected to generate approximately $198,000 in revenue from the Lease if Hughes elects not to extend the Lease, and approximately $494,000 if Hughes elects to extend the Lease to December 31, 2025. Hughes may terminate the Lease due to a material default by the Spectrum Subsidiaries following a thirty (30)-day notice and opportunity to cure period or if the U.S. Department of Defense terminates its relevant contract with Hughes. DISH and EchoStar also expect to enter into the Compensation Sharing Agreement (as defined below) with respect to Mr. Akhavan's compensation. Other than the foregoing, there are no transactions and no proposed transactions between Mr. Akhavan and DISH that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.


Mr. Akhavan will continue to be compensated in accordance with his compensation arrangements with EchoStar for his service as President and Chief Executive Officer of DISH. In connection with the approval of Mr. Akhavan's appointment, the DISH Special Committee recommended, and the DISH Board and Audit Committee of the DISH Board each approved, DISH's entry into a compensation sharing agreement with respect to Mr. Akhavan's compensation (the "Compensation Sharing Agreement"), with more specific terms to be determined by DISH management in negotiations with EchoStar. On November 9 and November 10, 2023, respectively, the special transaction committee of independent directors of the EchoStar Board and the EchoStar Board approved EchoStar's entry into the Compensation Sharing Agreement, which provides that, from November 13, 2023 until the completion or termination of the Merger, EchoStar will pay the full amount of Mr. Akhavan's current compensation and, upon completion or termination of the Merger, DISH will reimburse EchoStar for a portion of the cost of Mr. Akhavan's compensation, in proportion to the percentage of time allocated to Mr. Akhavan's service as President and Chief Executive Officer of DISH during such period (as determined in good faith by DISH and EchoStar, in consultation with Mr. Akhavan). DISH and EchoStar entered into the Compensation Sharing Agreement on November 13, 2023.