EchoStar CORP appointed new CEO

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


Board of Directors and Committees Thereof


As contemplated by the Merger Agreement, effective as of the Effective Time, the board of directors of EchoStar (the "Board") (i) amended the bylaws of the Company to provide for a maximum size of eleven members of the Board, and fixed the number of directors on the Board at eleven, and (ii) appointed to the Board Hamid Akhavan, President and Chief Executive Officer of EchoStar, as well as the following persons, each of whom served on the board of directors of DISH (the "DISH Board") immediately prior to the Effective Time: Kathleen Q. Abernathy, Cantey M. Ergen, Stephen J. Bye, James DeFranco, George R. Brokaw and Tom A. Ortolf, in each case, which such individuals will serve on the Board until his or her successor shall have been duly elected and qualified or until his or her earlier resignation, removal, death or disqualification. Further, as contemplated by the Merger Agreement, Charles W. Ergen will continue to serve as Chairman of the Board and R. Stanton Dodge, Lisa W. Hershman and William D. Wade will continue to serve as members of the Board.


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In connection with the Merger, and effective as of the Effective Time, each of Michael T. Dugan, Pradman P. Kaul, C. Michael Schroeder and Jeffrey R. Tarr submitted his resignation from the Board.


During 2022, Mrs. Cantey Ergen served as a DISH senior advisor and as a member of the DISH Board, and was paid approximately $60,000. Mrs. Ergen was also granted an option to purchase 5,000 shares of DISH Class A Common Stock under the DISH 2019 Stock Incentive Plan. Similar to the options granted to other DISH directors on the DISH Board, these options are 100% vested upon issuance and have a term of five years. During 2022, DISH employed Mrs. Katie Flynn, the daughter of Mr. and Mrs. Ergen, as a Director, Boost Infinite Product and paid her approximately $121,000 (with Mrs. Flynn being on leave during a portion of 2022). Mrs. Flynn was also granted: (i) a time-vested option to purchase 5,000 shares of DISH Class A Common Stock; (ii) a time-vested option grant to purchase 10,000 shares of DISH Class A Common Stock in connection with Mrs. Flynn's promotion to Director; and (iii) a performance award grant under the DISH 2022 Incentive Plan, on substantially similar terms and conditions to other comparable employees at the Director level. On October 20, 2023, the DISH audit committee and the DISH Board approved the promotion of Mrs. Flynn to Vice President, Growth and Go to Market. Mrs. Flynn will receive an annual salary of approximately $250,000. In connection with the promotion, the DISH audit committee and the DISH Board approved the grant to Mrs. Flynn of an option to purchase 15,000 shares of DISH Class A Common Stock with a strike price equal to the fair market value on the grant date. The option will be granted on January 1, 2024 and settled in an equivalent number of shares of EchoStar Class A Common Stock. Mrs. Flynn will also receive an increased performance award under the DISH 2022 Incentive Plan at the Vice President level. During 2022, DISH employed Mr. Christopher Ergen, the son of Mr. and Mrs. Ergen, as a Wireless Innovation Manager and paid him approximately $95,000. During 2022, DISH also employed Mr. Kevin Murray, the son-in-law of Mr. and Mrs. Ergen, as a Corporate Development Analyst and paid him approximately $107,000.


In August 2023, each of the audit committee of the DISH Board and the DISH Board approved the employment of Mr. Paul Ortolf, the son of Tom A. Ortolf, as a Product Manager, Boost Applications of DISH, with an annualized salary of $145,000 for 2023. On October 20, 2023, the DISH audit committee and the DISH Board approved a grant to Paul Ortolf of an option to purchase 4,000 shares of DISH Class A Common Stock with a strike price equal to the fair market value on the grant date. The option will be granted on January 1, 2024 and settled in an equivalent number of shares of EchoStar Class A Common Stock. Effective as of the grant date, Mr. Ortolf's salary will be reduced by $12,000, resulting in an annual salary of $133,000.


DISH purchases network performance data and software licenses from Ookla LLC, a division of Ziff Davis, Inc., for which DISH paid $527,646 in 2022 and $588,000 to date in 2023. Stephen Bye serves as President and Chief Executive Officer of Ookla LLC.


The compensation of the new members of the Board (other than Mr. Akhavan, Mrs. Ergen (who serves as a senior advisor at DISH), and Mr. DeFranco (who serves as an Executive Vice President at DISH) who will not be compensated for their additional service as directors) will be consistent with those of EchoStar's other non-employee directors, as described in EchoStar's proxy statement for the 2023 annual meeting of shareholders.


Effective as of the Effective Time, the following is the membership of the committees of the Board:


Compensation Committee


- Kathleen Q. Abernathy (Chair) 


- George R. Brokaw 


- R. Stanton Dodge 


- Lisa W. Hershman 


Audit Committee


- George R. Brokaw (Chair) 


- Lisa W. Hershman 


- Tom. A Ortolf 


- William D. Wade 


Nominating and Governance Committee


- R. Stanton Dodge (Chair) 


- Kathleen Q. Abernathy 


- Tom. A Ortolf 


- William D. Wade. 


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Executive Officers


The Board appointed, effective as of the Effective Time, the following individuals as executive officers of the Company, in each case until his successor is elected and qualifies or until his earlier resignation or removal:


Name Title 

 Charles W. Ergen Chairman 

 Hamid Akhavan President and Chief Executive Officer 

 Paul Gaske Chief Operating Officer, Hughes 

 Michael Kelly Executive Vice President and Group President, Retail Wireless 

 Dean A. Manson Chief Legal Officer and Secretary 

 Paul W. Orban Executive Vice President and Chief Financial Officer, DISH 

 Gary Schanman Executive Vice President and Group President, Video Services 

 John W. Swieringa President, Technology and Chief Operating Officer 


Effective as of the Effective Time, the Board designated Paul W. Orban, Executive Vice President and Chief Financial Officer, DISH, as the principal financial officer and principal accounting officer of EchoStar and of Hughes Satellite Systems Corporation, a wholly owned subsidiary of EchoStar ("HSSC"). In connection with such appointment, Hamid Akhavan, the President and Chief Executive Officer of EchoStar, will no longer be designated as the principal financial officer of the Company or HSSC, and that Veronika Takacs, the Controller of EchoStar, will no longer be designated as the principal accounting officer of EchoStar or HSSC.


Mr. Orban, 55, has served as Executive Vice President and Chief Financial Officer of DISH since July 2019 and has been responsible for all aspects of DISH's finance, accounting, tax, treasury, internal audit and supply chain departments. Mr. Orban served as Senior Vice President and Chief Accounting Officer of DISH from December 2015 to July 2019, Senior Vice President and Corporate Controller of DISH from September 2006 to December 2015 and as Vice President and Corporate Controller of DISH from September 2003 to September 2006. He also served as EchoStar's Senior Vice President and Corporate Controller from 2008 to 2012 pursuant to a management services agreement between DISH and EchoStar. Since joining DISH in 1996, Mr. Orban has held various other positions of increasing responsibility in our accounting department. Prior to DISH, Mr. Orban was an auditor with Arthur Andersen LLP.