DEF 14A of EchoStar CORP, Mar 20, 2024

DEF 14A of EchoStar CORP

Filed Mar 20, 2024 · FY20230001104659-24-036703

Open on EDGAR

  1. PROPOSAL 1 — ELECTION OF DIRECTORS

    PROPOSAL 1 — ELECTION OF DIRECTORS

  2. Nominees

    Nominees Our shareholders will elect a Board of eleven directors at the Annual Meeting. Each of the directors is expected to hold office until the next annual meeting of our shareholders or until his or her respective successor shall be duly elected and qualified or until his or her earlier resignation or removal. Each nominee has consented to his or her nomination and has advised us that he or she intends to serve if elected. If, at the time of the Annual Meeting, one or more of the nominees has become unable to serve: (i) shares represented by proxies will be voted for the remaining nominees and for any substitute nominee or nominees selected and recommended by the Board of Directors to fill the vacancy, or (ii) the Board of Directors may, in accordance with our bylaws, reduce the size of the Board of Directors or may leave a vacancy until a nominee is identified. The nominees for director are as follows:

  3. Nominees

    | Name | Age | First Became Director | Position with the Corporation | | Charles W. Ergen | 71 | 2007 | Chairman | | Cantey M. Ergen | 68 | 2023 | Director and Senior Advisor | | Kathleen Q. Abernathy | 67 | 2023 | Director | | Hamid Akhavan | 62 | 2023 | Director, President and Chief Executive Officer | | George R. Brokaw | 56 | 2023 | Director | | Stephen J. Bye | 56 | 2023 | Director | | James DeFranco | 71 | 2023 | Director and Executive Vice President | | R. Stanton Dodge | 56 | 2009 | Director | | Lisa W. Hershman | 60 | 2021 | Director | | Tom A. Ortolf | 73 | 2023 | Director | | William D. Wade | 67 | 2017 | Director |

  4. Nominees

    A substantial majority of the voting power of the shares of EchoStar is owned beneficially by Charles W. Ergen, our Chairman, by Cantey M. Ergen, his spouse, and by certain entities established for the benefit of their family. The following sets forth the business experience of each of the nominees over the last five years. Charles W. Ergen. Mr. Ergen has served as our executive Chairman since November 2009 and Chairman of the Board of Directors since our formation in 2007. Mr. Ergen served as our Chief Executive Officer from our formation in 2007 until November 2009. Mr. Ergen has been Chairman of the Board of Directors of DISH Network Corporation ("DISH") since its formation and, during the past five years, has held executive officer and director positions with DISH and its subsidiaries, most recently serving as the Chief Executive Officer of DISH from March 2015 to December 2017. Mr. Ergen also serves as Chairman of the Board of CONX Corp., a special purpose acquisition company, since August 2020. The Board of Directors concluded that Mr. Ergen should continue to serve as a member of the Board of Directors due to, among other things, his role as our and DISH’s co-founder and as our controlling shareholder and the expertise, leadership, and strategic direction that he has contributed to us since our formation, in addition to his extensive experience in our industry. Kathleen Q. Abernathy. Ms. Abernathy joined the Board in December 2023 effective with the merger of EchoStar and DISH (the "Merger") and is a member of our Compensation Committee and Nominating and Governance Committee. Prior to the Merger, Ms. Abernathy served as a member of DISH’s Board of Directors and Audit and Compensation committees and as Chairwoman of its Nominating Committee from March 2019 to December 2023. Ms. Abernathy currently serves on the Board of Directors of various private and non-profit companies and organizations. Ms. Abernathy served as Executive Vice President, External Affairs for Frontier Communications Inc. (“Frontier”) from March 2010 through April 2017 as well as Chief Legal Officer from 2010 through 2013. Prior to that time, Ms. Abernathy served as a member of the Board of Directors of Frontier from 2005 through 2010 and as a partner for various law firms providing policy and regulatory services for various clients in the telecommunications industry. Ms. Abernathy also served as a Commissioner at the Federal Communications Commission from 2001 through 2005. Previously, Ms. Abernathy held positions with various companies and law firms related to the telecommunications industry. The Board has determined that Ms. Abernathy meets the independence requirements of NASDAQ and SEC rules and regulations. The Board concluded that Ms. Abernathy should continue to serve as a member of the Board due to, among other things, her regulatory and managerial experience in the telecommunications and related industries, acquired, in part, during her tenure with Frontier and the FCC. Hamid Akhavan. Mr. Akhavan has served as our Chief Executive Officer and President since March 2022 and served as the Chief Executive Officer of DISH from November 13, 2023 until the completion of the Merger. Mr. Akhavan joined the Board in December 2023 effective with the Merger. He previously served as a Partner at Twin Point Capital, an investment firm, from April 2018 until March 2022. From March 2016 to April 2018, Mr. Akhavan was a Founding Partner at Long Arc Capital LLC. Prior to that, Mr. Akhavan served in a variety of leadership positions, including as CEO of Unify, Inc. (formerly Siemens Enterprise Communications) and CEO of T-Mobile International, where he also served as a member of the Board of Management of Deutsche Telekom. The Board of Directors concluded that Mr. Akhavan should continue to serve as a member of the EchoStar Board of Directors due to his extensive leadership experience with EchoStar and other businesses in the telecommunications industry. George R. Brokaw. Mr. Brokaw joined the Board in December 2023 effective with the Merger and is a member of our Audit Committee and Compensation Committee. Prior to the Merger, Mr. Brokaw served as a member of DISH’s Board of Directors, Audit, and Nominating Committees and as Chairman of its Compensation Committee from October 2013 to December 2023. Since October 2013, Mr. Brokaw has served as a private investor through several private and public investment vehicles. Previously, Mr. Brokaw served as Managing Director of the Highbridge Growth Equity Fund at Highbridge Principal Strategies, LLC (“Highbridge”). Prior to joining Highbridge, Mr. Brokaw was a Managing Director and Head of Private Equity at Perry Capital, L.L.C. (“Perry”). Prior to joining Perry, Mr. Brokaw was Managing Director (Mergers & Acquisitions) of Lazard Frères & Co. LLC (“Lazard”). Mr. Brokaw currently serves as Chairman of the board of directors of Alico, Inc. and Vice Chairman of the board of directors of CTO Realty Growth, Inc. Mr. Brokaw previously served on several public and private company boards of directors. The Board has determined that Mr. Brokaw meets the independence requirements of NASDAQ and SEC rules and regulations. The Board concluded that Mr. Brokaw should continue to serve on the Board due, among other things, to his financial experience, acquired, in part, during his tenure with Highbridge, Perry, and Lazard. Mr. Brokaw received a B.A. from Yale University and a J.D. and M.B.A. from the University of Virginia. Mr. Brokaw is a member of the New York Bar. Stephen J. Bye. Mr. Bye joined the Board in December 2023 effective with the Merger. Since January 2023, Mr. Bye has served as President, Connectivity at Ziff Davis, a digital media and internet company. From November 2019 to January 2023, Mr. Bye served as Executive Vice President and Chief Commercial Officer of DISH’s facilities-based wireless network business. Prior to joining DISH, Mr. Bye was CEO of Connectivity Wireless, a provider of carrier-grade, in-building neutral host wireless solutions. Before that, he served as the President of C Spire, where he was responsible for the day-to-day operations of the company. Additionally, he has held a range of executive positions at Cox Communications, AT&T, BellSouth International, Optus Communications, and Telstra. The Board concluded that Mr. Bye should continue to serve on the Board due, among other things, his extensive experience in the telecom industry. James DeFranco. Mr. DeFranco joined the Board in December 2023 effective with the Merger. Mr. DeFranco is one of our Executive Vice Presidents and has been one of DISH’s vice presidents and was a member of the DISH Board of Directors since its formation. During the past five years he has held various executive officer and director positions with DISH and its subsidiaries. During 1980, Mr. DeFranco co-founded DISH with Charles W. Ergen and Cantey M. Ergen. The Board concluded that Mr. DeFranco should continue to serve on the Board due, among other things, to his knowledge of DISH since its formation, particularly in sales and marketing.

  5. Nominees

    R. Stanton Dodge. Mr. Dodge has served as a member of our Board of Directors since 2009. Mr. Dodge is currently the Chief Legal Officer and Secretary of DraftKings, Inc., where he oversees the legal, government affairs and corporate communications teams. From June 2007 until October 2017, Mr. Dodge was the Executive Vice President, General Counsel and Secretary of DISH and was responsible for all legal, government affairs and corporate communications for DISH and its subsidiaries. From October 2007 to November 2011, Mr. Dodge served as our Executive Vice President, General Counsel and Secretary pursuant to a management services agreement between DISH and EchoStar that was entered into in connection with the spin-off of EchoStar from DISH in 2008. Since November 1996 when Mr. Dodge joined DISH, he held various positions of increasing responsibility at DISH and its subsidiaries. The Board of Directors has determined that Mr. Dodge meets applicable independence requirements of Nasdaq and SEC rules and regulations. The Board of Directors concluded that Mr. Dodge should continue to serve as a member of the Board of Directors due to, among other things, his knowledge of our industry, particularly in light of his business, corporate governance and legal expertise obtained during his prior service as our General Counsel and his prior service as General Counsel and in other roles at DISH and its subsidiaries over the course of 20 years. Cantey M. Ergen. Mrs. Ergen has served as a Senior Advisor and a member of our Board of Directors since December 2023 effective with the Merger. Mrs. Ergen served as a member of the Board of Directors of DISH from May 2001 to December 2023, and served as a Senior Advisor to DISH and had a variety of operational responsibilities with DISH since its formation. Mrs. Ergen served as a member of the board of trustees of Children’s Hospital Colorado from 2001 to 2012, and is now an honorary lifetime member. Mrs. Ergen has also served on the board of trustees of Wake Forest University since 2009, serving as Vice Chair from 2019 to 2023. During 1980, Mrs. Ergen co-founded DISH with her future spouse, Charles W. Ergen, and James DeFranco. Mrs. Ergen was appointed to the Board of Directors in connection with the Merger. The Board concluded that Mrs. Ergen should continue to serve on the EchoStar Board due to her knowledge of DISH and her service to DISH in a multitude of roles over the years. Lisa W. Hershman. Ms. Hershman has served as a member of our Board of Directors since April 2021 and currently serves on our Executive Compensation Committee, Nominating and Governance Committee, and Audit Committee. From April 2018 to January 2021, Ms. Hershman served as Chief Management Officer for the U.S. Department of Defense and was a member of the President’s Management Council. From April 2015 to April 2018, Ms. Hershman was a Board Member and the Chair of the Scrum Alliance, an international association training and certifying agile development practitioners, and from January 2017 to April 2018, she served as its Interim Chief Executive Officer. In June 2011, Ms. Hershman founded The DeNovo Group, a business transformation consultancy, and she served as its Chief Executive Officer from formation through March 2018. Prior to that, Ms. Hershman was the Chief Executive Officer of Hammer and Company, a business process reengineering company, from March 2009 to June 2011. From March 2004 to March 2009, she was a Senior Vice President at Avnet, a global technology company. Ms. Hershman was on the Board of Directors of 1st Source Corporation, a banking company, from April 2018 until March 2020 and was a member of its Audit Committee and Trusts and Investments Committee. The Board of Directors has determined that Ms. Hershman meets applicable independence requirements of Nasdaq and SEC rules and regulations. The Board of Directors concluded that Ms. Hershman should continue to serve as a member of the Board of Directors due to, among other things, her expertise in process management, innovation and redesign, as well as leadership training and education. Tom A. Ortolf. Mr. Ortolf has served as a member of our Board of Directors since December 2023 effective with the Merger and currently serves as a member of our Audit Committee and Nominating and Governance Committee. Mr. Ortolf served as a member of the Board of Directors of DISH from May 2005 to December 2023. Mr. Ortolf has been the President of CMC, a privately held investment management firm, for over twenty years. Mr. Ortolf also previously served as a member of the Board of Directors from October 2007 to April 2019. The Board of Directors has determined that Mr. Ortolf meets the independence requirements of Nasdaq and SEC rules and regulations. The Board of Directors concluded that Mr. Ortolf should continue to serve as a member of the Board of Directors due to, among other things, his knowledge of the DISH and EchoStar businesses resulting from his prior service on the Boards of both companies and his expertise in finance, business, and risk management, in particular in light of his experience as an executive with CMC. William D. Wade. Mr. Wade has served as a member of our Board of Directors since February 2017 and currently serves on our Nominating and Governance Committee and Audit Committee. Mr. Wade served as the President and CEO of Asia Satellite Telecommunications Co. Ltd. (“AsiaSat”) based in Hong Kong from 2010 to November 2016, as Deputy CEO of AsiaSat from 1994 to 2010, and as a senior advisor to the CEO of AsiaSat from November 2016 through March 2017. From 1996 to November 2016, Mr. Wade also served on the AsiaSat Board of Directors as an Executive Director serving on the Compliance Committee. AsiaSat owns and operates an Asia-based satellite fleet providing capacity and satellite services to media and telecommunications companies across the Asia-Pacific region. Prior to joining AsiaSat, Mr. Wade served as an executive director manager in charge of Pan Asian Systems with Hutchison Whampoa, a satellite and cable television equipment supplier and systems integrator. Earlier in his career, Mr. Wade held a number of senior management positions in the United States and Singapore with EchoSphere Corporation, a subsidiary of DISH, and Audiotone, a manufacturer and supplier of hearing aid and test equipment. Mr. Wade has also served since 2012 as a director for First Western Advisors, Ltd., a private entity providing wealth management services. From September 2017 until April 2019 and December 2019, respectively, Mr. Wade served as a director of, and executive advisor to, Global-IP Cayman, a privately-owned satellite communications company. The Board of Directors has determined that Mr. Wade meets applicable independence requirements of Nasdaq and SEC rules and regulations. The Board of Directors concluded that Mr. Wade should continue to serve as a member of the Board of Directors due to, among other things, his international and operational expertise and his experience in the satellite industry. The Board of Directors unanimously recommends a vote FOR the election of all of the nominees named herein.

  6. Director Compensation and Non-Employee Director Option Plan

    Director Compensation and Non-Employee Director Option Plan

  7. Cash Compensation

    | Name (1) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) (3) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Kathleen Q. Abernathy (1) | — | — | — | — | — | — | — | | George R. Brokaw (1) | — | — | — | — | — | — | — | | R. Stanton Dodge | 112,500 | — | 31,965 | — | — | — | 144,465 | | Lisa W. Hershman | 118,500 | — | 31,965 | — | — | — | 150,465 | | Pradman P. Kaul (2) | 126,000 | — | 65,670 | — | — | — | 191,670 | | Tom A. Ortolf (1) | — | — | — | — | — | — | — | | C. Michael Schroeder (2) | 118,000 | — | 31,965 | — | — | — | 149,965 | | Jeffrey R. Tarr (2) | 116,500 | — | 31,965 | — | — | — | 148,465 | | William D. Wade | 118,000 | — | 31,965 | — | — | — | 149,965 |

  8. Other Information about Our Board of Directors

    Other Information about Our Board of Directors

  9. INFORMATION REGARDING CHIEF EXECUTIVE OFFICER PAY RATIO

    INFORMATION REGARDING CHIEF EXECUTIVE OFFICER PAY RATIO The pay ratio rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act and related regulations (the “Pay Ratio Rules”) require us to provide the following information about the relationship of the median annual total compensation of our employees and the annual total compensation of our Chief Executive Officer, Mr. Akhavan. For 2023, our last completed fiscal year, the median of the annual total compensation of our employees (other than our Chief Executive Officer) was $111,014; and the annual total compensation of our Chief Executive Officer was $7,190,962 (See “Summary Compensation Table” below). Note, however, that Mr. Akhavan received an option award in connection with the closing of the Merger on December 31, 2023 and his assumption of Chief Executive Officer responsibilities for the larger merged entity. This award, valued at $5,312,980, is not representative of the ongoing option awards Mr. Akhavan will receive; therefore, we also calculated his annual total compensation as $1,877,982 without this option award. Accordingly, the ratio of the annual total compensation of Mr. Akhavan, our Chief Executive Officer, to the median annual total compensation of our employees was 65 to 1 for 2023, while the ratio of the Chief Executive Officer's annual total compensation without the special option grant described above to the median annual total compensation of our employees was 17 to 1 for 2023. This pay ratio is a reasonable estimate calculated in a manner consistent with the Pay Ratio Rules based on our payroll and employment records and the methodology described below. The Pay Ratio Rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios. Under the Pay Ratio Rules, we were required to identify the median employee by use of a “consistently applied compensation measure,” or CACM. We chose gross pay as our CACM as that measure closely approximates the annual total direct compensation of our employees. We excluded equity exercises, allowances (wireless, relocation), and reimbursements (expense, tuition), however. We identified our median employee using this metric as of December 31, 2023. Specifically, we determined that our “median employee” was a full-time, salaried employee located in the United States. That employee had wages as reflected in our payroll records for the 12-month period ending December 31, 2023 in the amount of $109,481. As permitted by the Pay Ratio Rules, our payroll records do not include certain elements of compensation. We identified and calculated the elements of such employee’s compensation for 2023 in accordance with the requirements of the Pay Ratio Rules. See “Summary Compensation Table” below for the annual total compensation of our Chief Executive Officer. For foreign currencies, we converted to U.S. dollars using the average exchange rate for 2023. As of December 31, 2023, our total employee population consisted of 2,485 individuals, with 766 of our employees being located in foreign countries. Approximately 69% of our employees were located in the United States, 14% were located in Brazil, 8% were located in India, 5% were located in Europe (primarily in the United Kingdom and Germany), and 4% were located in various other countries worldwide. As permitted by the Pay Ratio Rules, we excluded the following employees located in foreign countries: 10 employees in Chile, 24 employees in Colombia, 1 employee in Ecuador, 5 employees in Indonesia, 9 employees in Italy, 27 employees in Mexico, 14 employees in Peru, 1 employee in Russia, 1 employee in Saudi Arabia and 4 employees in the United Arab Emirates. As permitted by the Pay Ratio Rules, we also excluded employees in joint ventures that were not treated as consolidated subsidiaries for accounting purposes. After taking into consideration these adjustments, our adjusted employee population consisted of 2,389 individuals as of December 31, 2023. As permitted by the Pay Ratio Rules, we have excluded the employees of DISH and its subsidiaries, which we acquired on December 31, 2023. DISH had 13,126 employees at December 31, 2023. This information is being provided for compliance purposes. Neither the Compensation Committee nor management of EchoStar used the pay ratio measure in making compensation decisions.

  10. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following table provides information required by Item 402(v) of Regulation S-K. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company’s aligns executive compensation with the Company’s performance, refer to “Executive Compensation – Compensation Discussion and Analysis.”

  11. PAY VERSUS PERFORMANCE

    | | | | | | | | Value of Initial Fixed $100 Investment Based on(4) | | | | | Year | Summary Compensation Table Total for CEO Dugan(1) | Summary Compensation Table Total for CEO Akhavan(1) | Compensation Actually Paid to CEO Dugan(1)(2) | Compensation Actually Paid to CEO Akhavan(1)(2) | Average Summary Compensation Table Total for non-CEO Named Executive Officers(2)(3) | Average Compensation Actually Paid to non- CEO Named Executive Officers(2)(3) | Total Shareholder Return | Peer Group Total Shareholder Return(5) | Net Income (in Millions) | Company- Selected Measure - Revenue(6) (in Millions) | | 2023 | $— | $7,190,962 | $— | $7,231,443 | $1,030,992 | $1,091,461 | $38.26 | $43.77 | $(496.1) | $1,755.6 | | 2022 | $635,518 | $15,228,135 | $507,438 | $11,295,035 | $1,814,059 | $1,182,949 | $38.51 | $50.39 | $166.5 | $1,998.1 | | 2021 | $1,775,101 | $— | $1,978,621 | $— | $1,458,856 | $1,675,670 | $60.84 | $68.58 | $62.7 | $1,985.7 | | 2020 | $1,877,524 | $— | $1,349,444 | $— | $1,329,786 | $686,244 | $48.93 | $63.15 | $(51.9) | $1,887.9 |

  12. PAY VERSUS PERFORMANCE

    | (1) For 2023, our Chief Executive Officer was Mr. Akhavan. During 2022, our Chief Executive Officers were Mr. Dugan (until March 31, 2022) and Mr. Akhavan (beginning March 31, 2022). For 2021 and 2020, our Chief Executive Officer was Mr. Dugan. | | (2) Compensation “actually paid” is calculated in accordance with Item 402(v) of Regulation S-K. The tables below set forth the adjustments made during each year presented in the table above to arrive at compensation “actually paid” to our NEOs during each of the years in question. | | (3) During 2023, our non-CEO NEOs consisted of Messrs. Gaske, Manson, Morris, and Ramaswamy. During 2022, 2021, and 2020, our non-CEO NEOs consisted of Messrs. Johnson, Kaul, Manson, and Rayner. | | (4) Assumes $100 invested in our Class A common stock on December 31, 2019, and reinvestment of all dividends. | | (5) The peer group used by the Company during 2023 and 2022 consists of Gilat Satellite Networks Ltd., ViaSat, Inc., SES S.A., and Eutelsat Communications S.A. The peer group used by the Company in 2021 and 2020 consisted of those companies, plus Intelsat S.A. Intelsat S.A. was removed from the peer group because it emerged from U.S. bankruptcy proceedings in February 2022 as a private company. Using the 2021 and 2020 peer group, total shareholder return would have been $62.81 in 2020, $68.21 in 2021, and $50.11 in 2022. As noted, no comparison can be made for 2023 because of the unavailability of data for Intelsat S.A. | | (6) The Company-Selected Measure for 2023 and comparison years was Revenue, which is defined as Company total revenue. |

  13. PAY VERSUS PERFORMANCE

    | Adjustments to Determine Compensation | CEO Akhavan | | CEO Dugan | | | | "Actually Paid" for CEOs | 2023 | 2022 | 2022 | 2021 | 2020 | | Deduction for aggregate change in the actuarial present values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table | | | | | | | Increase for “Service Cost” for pension plans | | | | | | | Increase for “Prior Service Cost” for pension plans | | | | | | | Equity Awards | | | | | | | Deduction for amounts reported under the "Stock Awards" column in the Summary Compensation Table | | $(7,563,000) | | | | | Deduction for amounts reported under the "Option Awards" column in the Summary Compensation Table | $(5,312,278) | $(6,134,800) | | | | | Increase for fair value of awards granted during year that remain outstanding as of covered year end (RSU) | | $5,004,000 | | | | | Increase for fair value of awards granted during year that remain outstanding as of covered year end (Options) | $5,451,225 | $4,760,700 | | | | | Increase/deduction for change in fair value from prior year-end to covered year-end of awards granted prior to covered year that were outstanding and unvested as of year-end | $112,818 | | $(83,360) | $161,100 | $(434,400) | | Increase/deduction for change in fair value from prior year-end to vesting date of awards granted prior to covered year that vested during covered year | $622,716 | | $(44,720) | $42,420 | $(93,680) | | Deduction of fair value of awards granted prior to covered year that were forfeited during covered year | $(834,000) | | | | | | Increase based upon incremental fair value of awards modified during year | | | | | | | Increase based on dividends or other earnings paid during covered year, prior to vesting date of award | | | | | | | Total Adjustments | $40,481 | $(3,933,100) | $(128,080) | $203,520 | $(528,080) |

  14. PAY VERSUS PERFORMANCE

    | Adjustments to Determine Compensation "Actually Paid" for Non-CEO NEOs | 2023 | 2022 | 2021 | 2020 | | Deduction for aggregate change in the actuarial present values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table | | | | | | Increase for “Service Cost” for pension plans | | | | | | Increase for “Prior Service Cost” for pension plans | | | | | | Equity Awards | | | | | | Deduction for amounts reported under the "Stock Awards" column in the Summary Compensation Table | | | | | | Deduction for amounts reported under the "Option Awards" column in the Summary Compensation Table | | $(869,344) | | | | Increase for fair value of awards granted during year that remain outstanding as of covered year end | | $467,569 | | | | Increase for fair value of awards granted during year that vested during covered year | | | | | | Increase/deduction for change in fair value from prior year-end to covered year-end of awards granted prior to covered year that were outstanding and unvested as of year-end | $47,383 | $(62,520) | $161,100 | $(484,392) | | Increase/deduction for change in fair value from prior year-end to vesting date of awards granted prior to covered year that vested during covered year | $13,086 | $(33,540) | $55,714 | $(159,150) | | Deduction of fair value of awards granted prior to covered year that were forfeited during covered year | | $(133,275) | | | | Increase based upon incremental fair value of awards modified during year | | | | | | Increase based on dividends or other earnings paid during covered year, prior to vesting date of award | | | | | | Total Adjustments | $60,469 | $(631,110) | $216,814 | $(643,542) |

  15. Relationship Between “Compensation Actually Paid” and Performance

    Relationship Between “Compensation Actually Paid” and Performance The graphs below demonstrate the relationship between compensation “actually paid” to our CEOs and other NEOs and the performance measures shown in the Pay versus Performance table from 2020 to 2023, as well as a comparison of total shareholder return for our Company and our peer group over the same period. We believe these graphs reflect the relationship between compensation actually paid to the NEOs and the Company’s performance in 2023, 2021, and 2020. In 2022, we hired a new CEO, Mr. Akhavan, and provided compensation to him as agreed upon in his offer letter, which was replaced by a new letter agreement in connection with the Merger, taking into account the factors described in “Executive Compensation and Other Information - Compensation Discussion and Analysis – 2023 Executive Compensation.” Mr. Dugan retired as CEO in 2022, became a strategic advisor to the Company, and was paid for these services at a reduced salary during 2022.

  16. Implementation of Executive Compensation Program Objectives and Policies

    | ● | base salary; | | ● | equity incentive compensation (short-term and/or long-term) in the form of stock options and/or restricted stock units offered under EchoStar’s stock incentive plan as well as eligibility to participate in an employee stock purchase plan; | | ● | short-term cash incentive compensation; | | ● | our 401(k) Employee Savings Plan (“401(k) Plan”); | | ● | a nonqualified deferred compensation plan; and | | ● | other compensation, including perquisites, personal benefits, and post-termination compensation. |

  17. Implementation of Executive Compensation Program Objectives and Policies

    Equity Incentive Compensation We believe that our executive officers generally will be better able to contribute to our success and help build incremental shareholder value if they have a stake in our future success and value. We believe this stake helps retain executives and focuses the executive officers’ attention on managing as owners with equity positions and aligns their interests with the interests of our shareholders. Equity awards therefore have generally represented an important component of our compensation program for most of our NEOs. We have historically attempted to create general incentives with standard stock option grants and conditional or performance-based incentives through awards that include payouts in cash. Grants of equity incentive compensation have usually been dependent on a combination of the factors outlined above in “General Compensation Levels.” To aid in our retention of employees, options and restricted stock unit awards granted under our stock incentive plans, including those granted to our NEOs, generally have vested at the rate of 20% per year (except with respect to the grants or commitments to grant options and restricted stock awards to Mr. Akhavan, our President and Chief Executive Officer, in connection with his commencement of employment and subsequently in connection with his assumption of the President and CEO role on December 31, 2023 in connection with the Merger, which vest at a rate of 33.3% per year for stock options and one year after grant for RSUs) and, in the case of options, have had exercise prices not less than the fair market value of our Class A Shares on the date of grant or the last trading day prior to the date of grant (if the date of grant is not a trading day). Generally, our option agreements and restricted stock unit agreements with executive officers have included acceleration of vesting following a change in control for those executive officers who are terminated by us or the surviving entity, as applicable, for any reason other than for cause during the twenty-four month period following such change in control. Stock Incentive Plan Prior to the Merger, we had two general employee stock incentive plans, which we refer to as the Amended and Restated 2008 Stock Incentive Plan (the “2008 Stock Incentive Plan”) and the EchoStar Corporation 2017 Stock Incentive Plan (the “2017 Stock Incentive Plan”). In connection with the closing of the Merger, we assumed the existing DISH 2019 Stock Incentive Plan and DISH 2009 Stock Incentive Plan (all of our employee stock incentive plans are collectively referred to as the “Stock Incentive Plans”). The 2008 Stock Incentive Plan expired on January 1, 2018. No new awards have been or will be granted under the 2008 Stock Incentive Plan after May 2, 2017, but any awards previously granted under this plan remain outstanding and vest and/or are exercised in accordance with their terms. The 2017 Stock Incentive Plan was approved by our shareholders on May 2, 2017, and we have used this plan for equity grants to our executive officers and other key employees since that date. Our adoption of the DISH 2009 Stock Incentive Plan and the DISH 2019 Stock Incentive Plan was approved as part of the overall Merger transaction approval. The purpose of our Stock Incentive Plans is to provide incentives to attract, motivate, and retain executive officers, employees, consultants, and advisors, to offer participants incentives to put forth maximum efforts for the success of our business and to afford participants an opportunity to acquire a proprietary interest in EchoStar. The Stock Incentive Plans are administered by the Compensation Committee which retains the discretion, subject to plan limits, to modify the terms of outstanding awards and to re-price awards. Awards available to be granted under the 2017 Stock Incentive Plan include: (i) stock options; (ii) stock appreciation rights; (iii) restricted stock and restricted stock units; (iv) performance awards; (v) dividend equivalents; and (vi) other stock-based awards. We generally grant equity awards on the first day of each calendar quarter following the quarter in which the award was approved and have set exercise prices at not less than the fair market value of our Class A Shares on the date of grant or the last trading day prior to the date of grant (if the grant date is not a trading day). As of December 31, 2023, there were: (i) outstanding options to purchase approximately 6.2 million of our Class A Shares under our Stock Incentive Plans; (ii) no outstanding restricted stock units; and (iii) approximately 3.4 million of our Class A Shares remaining available for issuance under the 2017 Stock Incentive Plan. Our outstanding option awards generally vest at the rate of 20% per year commencing one year from the date of grant. In connection with the BSS Transaction, we adjusted options to acquire Class A Shares that were unexercised and outstanding on September 10, 2019 to maintain the value of such awards before and after such transaction, which resulted in an increase in the number of shares subject to such options and a reduction in the exercise price of such options. The stock options granted to Mr. Akhavan in connection with the Merger vest, and become exercisable or settled, as applicable, in substantially equal annual installments over a three-year period following the date of grant, and the restricted stock units granted to Mr. Akhavan at the same time vest on an annual basis. Class B Chairman Stock Option Plan We have adopted a Class B Chairman stock option plan, which we refer to as the 2008 Class B Chairman Stock Option Plan. The purpose of the 2008 Class B Chairman Stock Option Plan is to promote the interests of the Corporation by aiding in the retention of Mr. Ergen, who our Board of Directors believes is crucial to assuring our future success, to offer Mr. Ergen incentives to put forth maximum efforts for our future success and to afford Mr. Ergen an opportunity to acquire additional proprietary interests in the Corporation. Mr. Ergen abstained from our Board of Directors’ vote regarding the adoption of the 2008 Class B Chairman Stock Option Plan. Awards available to be granted under the 2008 Class B Chairman Stock Option Plan include nonqualified stock options and dividend equivalent rights with respect to our Class B Shares. Up to 4.0 million of our Class B Shares are available for award under the 2008 Class B Chairman Stock Option Plan. Only Mr. Ergen is eligible to participate in the 2008 Class B Chairman Stock Option Plan. No awards have been granted under the 2008 Class B Chairman Stock Option Plan. Employee Stock Purchase Plan (“ESPP”)

  18. Implementation of Executive Compensation Program Objectives and Policies

    In connection with our offer of employment in 2022, Mr. Akhavan entered into an offer letter with the Company, dated as of February 17, 2022. In connection with the Merger, this letter was superseded and replaced by a new letter agreement dated October 2, 2023 (the “Letter Agreement”). Pursuant to the Letter Agreement, Mr. Akhavan is entitled to receive an annual base salary of $2,500,000 as of the effective date of the Merger, which was 11:59 pm on December 31, 2023 (the "Effective Date"). During 2023, Mr. Akhavan was eligible to earn performance-based incentive compensation in a target amount equal to $1,000,000, and beginning in 2024 he is eligible to earn performance-based incentive compensation in a target amount equal to $2,500,000, in both cases payable based on the determination of the Compensation Committee in its reasonable discretion. Pursuant to the Letter Agreement, certain outstanding unvested EchoStar equity awards were deemed to have vested in connection with the closing of the Merger while other awards were deemed forfeited, in exchange for the grant – as of the Effective Date – of: (a) 263,158 restricted stock units granted on January 1, 2024 and vesting in full on December 31, 2024 subject to continued employment; (b) similar annual RSU awards in future years subject to continued employment; and (c) 701,754 stock options granted as of the Effective Date and vesting in annual installments over a three year period subject to continued employment. Accelerated vesting will occur with respect to these awards in the event Mr. Akhavan experiences certain actual or constructive terminations of employment. The Letter Agreement does not provide for any other severance payments or benefits. Perquisites, Personal Benefits, Post-Termination Compensation and Other Compensation We have traditionally offered numerous plans and other benefits to our executive officers, on the same terms as other employees. These plans and benefits have included medical, vision, and dental insurance, life insurance, the ESPP, and the 401(k) Plan as well as discounts on our and other companies’ products and services. Relocation benefits may also be provided and reimbursed, but are individually negotiated when they occur. In some years, we have permitted certain NEOs and their family members and guests to use our corporate aircraft for personal use. During 2023, none of our NEOs used our corporate aircraft for personal use. See “Summary Compensation Table” below. Beginning with the commencement of Mr. Akhavan's employment with us and continuing through December 31, 2023, we reimbursed him for reasonable commuting expenses related to travel between his home in New Jersey and the Company’s offices in Germantown, Maryland. Between September 1, 2022 and December 31, 2023, we also provided Mr. Akhavan with a monthly stipend intended to defray the cost of temporary housing in the Germantown, Maryland area, to enable him to remain within driving distance of our offices during the work week. These arrangements will not continue in 2024. We have not traditionally had any plans in place to provide severance benefits to employees. However, generally the equity awards that have been granted to our executive officers are subject to acceleration of vesting following a termination without cause or a constructive termination. See “Potential Payments Upon Termination or Following a Change in Control” below.

  19. 2023 Executive Compensation

    2023 Executive Compensation With respect to the executive compensation of our NEOs, we reviewed total compensation of each NEO and the factors outlined above in “General Compensation Levels.” Compensation of Our President and Chief Executive Officer 2023 Base Salary. Base salary for our President and Chief Executive Officer is reviewed and discussed by the Compensation Committee and determined by the Board of Directors primarily based on Mr. Ergen’s recommendations. Mr. Ergen recommended that Mr. Akhavan's 2023 base salary remain at $1,000,000. As noted above, pursuant to the Letter Agreement, Mr. Akhavan is entitled to receive an annual base salary of $2,500,000 commencing on the Effective Date, reflecting the significant expansion of his duties and responsibilities as President and Chief Executive Officer of the merged company. 2023 Cash Bonus. We may provide a discretionary cash bonus to the extent that we consider an individual to have made an extraordinary contribution towards EchoStar’s performance. No discretionary cash bonus was paid to Mr. Akhavan for 2023. See “Summary Compensation Table” below. 2023 Short-Term Cash Incentive Compensation. The purpose of short-term cash incentives under our Executive Officer Bonus Incentive Plan is to provide performance-oriented incentives to motivate the achievement of superior managerial performance and successful performance and growth of the Corporation. This determination is made by the Compensation Committee primarily on the basis of Mr. Ergen’s recommendations. Mr. Ergen and the Compensation Committee determined that Mr. Akhavan will be entitled to earn a performance-based annual cash award in a target amount of $1,000,000 based upon the achievement of certain specified business objectives. Notwithstanding the foregoing, pursuant to the Letter Agreement, Mr. Akhavan is eligible to earn performance-based incentive compensation in a target amount equal to $2,500,000 beginning in 2024, reflecting the same proportion of his 2024 base salary that was in effect during 2023. 2023 Equity Incentives. With respect to equity incentives, we took into account, among other things, the factors described in “General Compensation Levels” above, placing primary weight on evaluating the position of our President and Chief Executive Officer to determine whether he has appropriate incentives tied to the performance of our Class A Shares. This determination is made by the Compensation Committee primarily on the basis of Mr. Ergen’s subjective recommendation. Pursuant to Mr. Akhavan's initial offer letter in 2022, Mr. Ergen and the Compensation Committee determined to grant Mr. Akhavan stock options to purchase 700,000 shares of our common stock and 300,000 restricted stock units in order to incentivize Mr. Akhavan to accept our offer of employment. Such amounts were based upon: (a) amounts Mr. Ergen and the Compensation Committee determined were necessary to entice Mr. Akhavan to accept the position with the Company; (b) Mr. Akhavan’s compensation potential with his previous employer; and (c) equity incentives held by Chief Executive Officers of comparable companies. In connection with the closing of the Merger and the effectiveness of Mr. Akhavan's new employment letter, certain of the foregoing options and RSUs were deemed to vest and others were cancelled in exchange for new grants of: (i) 263,158 RSUs on January 1, 2024, vesting in one year subject to continued employment; and (ii) 701,754 stock options on December 31, 2023, vesting annually over a three-year period, subject to continued employment. These equity incentives reflect the significant expansion of Mr. Akhavan's duties and responsibilities in his role as President and Chief Executive Officer of the merged company. Compensation of Other Named Executive Officers 2023 Base Salary. Base salaries for each of our NEOs, other than the President and Chief Executive Officer, are reviewed and discussed by the Compensation Committee and determined by the Board of Directors primarily based on the President and Chief Executive Officer’s recommendation. Mr. Akhavan made recommendations with respect to the 2023 base salary of each of our NEOs, other than himself, after consulting with Mr. Ergen and after considering the factors outlined above in “General Compensation Levels,” placing primary weight on: (a) the NEO’s base salary in 2022; (b) the NEO’s performance in 2022; and (c) whether, in his subjective view, an increase in base salary was warranted based on such performance or in order to retain the NEO. In determining the 2023 base salaries for our NEOs, other than himself, Mr. Akhavan recommended that the base salary be increased by 3% for each of Messrs. Manson and Morris, 8.2% for Mr. Gaske, and 7.8% for Mr. Ramaswamy. The Compensation Committee reviewed, discussed and recommended, and the Board of Directors accepted, Mr. Akhavan’s recommendations with respect to the 2023 base salaries for each of these NEOs. 2023 Cash Bonus. We may provide a discretionary cash bonus to the extent that we consider an individual to have made an extraordinary contribution towards EchoStar’s performance. None of our NEOs received a discretionary cash bonus for 2023. See “Summary Compensation Table” below. 2023 Short-Term Cash Incentive Compensation. The purpose of short-term cash incentives under our Executive Officer Bonus Incentive Plan is to provide performance-oriented incentives to motivate the achievement of superior managerial performance and successful performance and growth of the Corporation. This determination for our NEOs, other than the President and Chief Executive Officer, is made by the Compensation Committee primarily on the basis of Mr. Akhavan’s recommendations. For 2023, Mr. Akhavan consulted with Mr. Ergen and based his recommendations on, and the Compensation Committee took into account, among other things, the factors described in “General Compensation Levels” above, placing primary weight on each NEO’s role in driving the Corporation’s overall performance, including 70% based on the Corporation’s financial and operational performance in 2023, and 30% based on management effectiveness and individual executive performance in 2023. Mr. Akhavan recommended, and the Compensation Committee reviewed, discussed, and determined, payout targets and performance metrics for 2023 for the payment of short-term cash incentive awards under our Executive Officer Bonus Incentive Plan for each of our NEOs other than the President and Chief Executive Officer. Mr. Akhavan and the Compensation Committee determined whether and to what extent the applicable performance metrics were met for each such NEO for 2023, and the amount of the cash incentive award for 2023 paid under the Executive Officer Bonus Incentive Plan to each of our other NEOs. Based on the recommendations of Mr. Akhavan, the Compensation Committee approved the following 2023 payout targets, performance metrics, and short-term cash incentive awards under our Executive Officer Bonus Incentive Plan:

  20. 2023 Executive Compensation

    | NEO | 2023 Payout Target | 2023 Performance Metrics | 2023 Incentive Award Payment | | Paul Gaske | $525,000 (70% of base salary) | Combination of financial and operational performance metrics of the Corporation as well as factors regarding management effectiveness and individual executive performance. | $341,250 | | Dean Manson | $667,440 (100% of base salary) | Combination of financial and operational performance metrics of the Corporation as well as factors regarding management effectiveness and individual executive performance. | $433,836 | | Adrian Morris | $383,315 (60% of base salary) | Combination of financial and operational performance metrics of the Corporation as well as factors regarding management effectiveness and individual executive performance. | $249,155 | | Ramesh Ramaswamy | $280,000 (70% of base salary) | Combination of financial and operational performance metrics of the Corporation as well as factors regarding management effectiveness and individual executive performance. | $201,600 |

  21. Risk Assessment

    Risk Assessment We believe that our compensation programs and practices, which include a mix of short-term and long-term compensation and consist primarily of fixed cash salary, short-term incentive cash awards, and equity incentive awards with multi-year vesting, assist in our efforts to mitigate excessive risk-taking by our employees. We annually review the cash and equity incentive programs for the Corporation’s senior officers, including our executive officers, who are the employees whose actions could expose the Corporation to the most significant business risks. We concluded that certain features of these programs tend to reduce the likelihood of excessive risk-taking, including a balance of compensation that is designed to promote the Corporation’s goals and create shareholder value by aligning the interests of management and shareholders through equity and cash incentives, multi-year vesting of equity awards, and a mix of short-term and long-term compensation, thus reducing the incentive to take risks that are not consistent with the Corporation’s goals, and the Compensation Committee’s and Board of Directors’ ongoing oversight to ensure the Corporation’s compensation programs and practices appropriately balance the interests of employees and shareholders. For the foregoing reasons, the Board of Directors believes that the Corporation’s compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Corporation.

  22. Summary Compensation Table

    Summary Compensation Table Our executive officers are compensated by certain of our subsidiaries. The following table sets forth the cash and noncash compensation earned by each NEO for each of the fiscal years ended December 31, 2023, 2022 and 2021 during which he served as a NEO.

  23. Summary Compensation Table

    | Name and Principal Position(1) | Year | Salary ($) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) | | Hamid Akhavan | 2023 | 1,000,002 | — | — | 5,312,980 | 759,000 | — | 118,980 | 7,190,962 | | President and Chief Executive Officer | 2022 | 738,463 | — | 7,563,000 | 6,134,800 | 750,000 | — | 41,872 | 15,228,135 | | Paul Gaske | 2023 | 734,718 | — | — | — | 341,250 | 60,589 | 35,590 | 1,172,147 | | Chief Operating Officer, Hughes | | | | | | | | | | | Dean A. Manson(7) | 2023 | 662,215 | — | — | — | 433,836 | 93,090 | 14,290 | 1,203,431 | | Chief Legal Officer and Secretary | 2022 | 635,084 | — | — | 927,300 | 453,600 | — | 15,290 | 2,031,274 | | | 2021 | 600,018 | — | — | — | 476,400 | 18,044 | 14,690 | 1,109,163 | | Adrian Morris | 2023 | 633,860 | — | — | — | 249,155 | 227,377 | 15,310 | 1,125,702 | | EVP and Chief Technology Officer, Hughes | | | | | | | | | | | Ramesh Ramaswamy | 2023 | 392,232 | — | — | — | 201,600 | 14,975 | 13,880 | 622,687 | | EVP, Hughes International | | | | | | | | | |

  24. Summary Compensation Table

    | (1) Paul W. Orban, Executive Vice President and Chief Financial Officer, DISH, was designated as the principal financial officer of EchoStar as of 11:59 pm on December 31, 2023, the effective time of the Merger. Mr. Orban received no compensation from EchoStar in 2023 and is therefore not included in the executive compensation tables in this proxy statement. Upon the closing of the Merger, Mr. Orban’s DISH stock options converted into 138,706 EchoStar options and his DISH restricted stock units converted into 189 EchoStar restricted stock units, with equivalent value to the value of such awards prior to the Merger. |

  25. Summary Compensation Table

    | (2) None of our NEOs received discretionary cash bonuses for 2023, 2022, and 2021. |

  26. Summary Compensation Table

    | (3) The amounts reported in the “Stock Awards” column and the “Option Awards” column reflect the aggregate grant date fair values in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 14, Note 18, and Note 18 in the Notes to the Corporation’s audited financial statements for the fiscal years ended December 31, 2023, 2022, and 2021, respectively, included in the Corporation’s Annual Reports on Form 10-K filed with the SEC on February 29, 2024, February 23, 2023, and February 24, 2022, respectively. These amounts include both vested and unvested awards, as applicable. |

  27. Summary Compensation Table

    | (4) Under our Executive Office Bonus Incentive Plan, for 2023, Messrs. Akhavan, Gaske, Manson, Morris, and Ramaswamy were eligible to receive, and did receive, short-term cash incentive payments, while for 2022, Messrs. Akhavan and Manson were eligible to receive, and did receive, short-term cash incentive payments. For 2021, each of our NEOs were eligible to receive, and did receive, short-term cash incentive payments. These short-term cash incentive payments are reported in the “Non-Equity Incentive Plan Compensation” column. For 2023, these short-term cash incentive payments equaled approximately 75.9%, 65%, 65%, 65%, and 72% of the respective payout targets under our Executive Officer Bonus Incentive Plan for Messrs. Akhavan, Gaske, Manson, Morris, and Ramaswamy. For 2022, these short-term cash incentive payments equaled approximately 70.0% of the respective payout targets under our Executive Officer Bonus Incentive Plan for Mr. Manson, while Mr. Akhavan received 100% of his prorated target as guaranteed pursuant to his 2022 offer letter. For 2021, these short-term cash incentive payments equaled approximately 79.4% of the payout target under our Executive Officer Bonus Incentive Plan for Mr. Manson, as a result of the achievement of certain financial and operational performance metrics as well as factors regarding business segment activities, management effectiveness, and individual executive performance, as determined by the Compensation Committee pursuant to the Executive Officer Bonus Incentive Plan. |

  28. Summary Compensation Table

    | (5) Aggregate earnings under our Nonqualified Plan are dependent on the investment decisions made by the executive. All earnings are market earnings, and none are preferential or set by the Corporation. Messrs. Gaske, Manson, Morris, and Ramaswamy had aggregate earnings in 2023 of $60,589, $93,090, $227,377, and $14,975, respectively. |

  29. Summary Compensation Table

    | (6) For 2023, "All other Compensation" for all of our NEOs includes $7,500 in matching contributions made by the Corporation pursuant to our 401(k) Plan and $4,000 of Class A Shares granted to each NEO pursuant to our discretionary contributions to the 401(k) Plan, and imputed income related to group term life insurance. For 2023, “All Other Compensation” for Messrs. Akhavan, Gaske, Manson, and Ramaswamy also includes contributions made by the Corporation pursuant to the Corporation’s health savings account program of $1,500, $1,400, $1,500, and $400, respectively. For 2022, “All Other Compensation” for all of our NEOs includes $7,500 in matching contributions made by the Corporation pursuant to our 401(k) Plan and $5,000 of Class A Shares granted to each NEO except Mr. Akhavan pursuant to our discretionary contributions to the 401(k) Plan, and imputed income related to group term life insurance. For 2022, “All Other Compensation” for Mr. Manson also includes contributions made by the Corporation pursuant to the Corporation’s health savings account program of $1,500. Mr. Akhavan’s “All Other Compensation for 2023 and 2022 also includes $104,000 and $32,658, respectively, for Housing Allowance and Relocation Expenses. |

  30. Summary Compensation Table

    | (7) The base salary of Mr. Manson was increased in 2023 by 3% and in 2022 by 8%. |

  31. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides information on 2023 awards granted to our NEOs.

  32. Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All other Stock Awards | All Other Option Awards | | Grant | | Name | Grant Date | Date of Compensation Committee Approval | Threshold ($)(1) | Target ($)(1) | Maximum ($)(1) | Threshold ($)(1) | Target ($)(1) | Maximum ($)(1) | Number of Shares of Stock or Units (#) | Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/sh) | Date Fair Value of Stock and Option Awards ($) | | Hamid Akhavan | 12/31 2023 | 8/7 2023 | — | 1,000,000 | 1,250,000 | — | — | — | — | 701,754 | 16.57 | 5,312,980 | | Paul Gaske | | | — | 525,000 | 656,250 | — | — | — | — | — | — | — | | Dean A. Manson | | | — | 667,440 | 834,300 | — | — | — | — | — | — | — | | Adrian Morris | | | — | 383,315 | 479,144 | — | — | — | — | — | — | — | | Ramesh Ramaswamy | | | — | 280,000 | 350,000 | — | — | — | — | — | — | — |

  33. Grants of Plan-Based Awards

    | (1) These amounts reflect threshold, target, and maximum payout amounts for 2023 for our NEOs under our Executive Officer Bonus Incentive Plan. There are no guaranteed minimum amounts payable under our Executive Officer Bonus Incentive Plan, and maximum amounts may exceed these numbers if approved by the Compensation Committee. See “Summary Compensation Table” for actual short-term cash incentives earned by our NEOs for 2023 under our Executive Officer Bonus Incentive Plan. |

  34. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End Except as indicated elsewhere, all awards reflected in this table were made in our Class A Shares, were granted under the terms of our Stock Incentive Plans and were outstanding as of December 31, 2023.

  35. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#)(1) | Number of Securities Underlying Unexercised Unearned Options (#) | Equity Incentive Plan Awards Number of Securities Underlying Unexercised Options Unexercisable (#)(2) | Option Exercise Price ($)(1) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Hamid Akhavan | 583,232 | — | 116,668 | 25.21 | 4/1/2032 | | | | | | | — | — | 701,754 | 16.57 | 12/31/2033 | | | | | | Paul Gaske | 61,885 | — | — | 33.99 | 1/1/2026 | | | | | | | 20,000 | — | 5,000 | 38.89 | 10/1/2029 | | | | | | | 8,000 | — | 32,000 | 25.21 | 4/1/2032 | | | | | | Dean A. Manson | 57,537 | — | — | 44.99 | 4/1/2025 | | | | | | | 11,506 | — | — | 38.19 | 4/1/2026 | | | | | | | 80,000 | — | 20,000 | 38.89 | 10/1/2029 | | | | | | | 20,000 | — | 80,000 | 25.21 | 4/1/2032 | | | | | | Adrian Morris | 57,536 | — | — | 38.19 | 4/1/2026 | | | | | | | 32,000 | — | 8,000 | 38.89 | 10/1/2029 | | | | | | | 8,000 | — | 32,000 | 25.21 | 4/1/2032 | | | | | | Ramesh Ramaswamy | 11,507 | — | — | 40.72 | 10/1/2024 | | | | | | | 16,000 | — | 4,000 | 38.89 | 10/1/2029 | | | | | | | 10,000 | — | 15,000 | 24.49 | 7/1/2031 | | | | |

  36. Outstanding Equity Awards at Fiscal Year-End

    | (1) In connection with the BSS Transaction, we adjusted all options that were unexercised and outstanding on September 10, 2019, which resulted in an increase in the number of shares subject to such options and a decrease in the exercise price of such options. |

  37. Outstanding Equity Awards at Fiscal Year-End

    | (2) For Mr. Akhavan, all option awards that were not fully vested as of December 31, 2023, vest at the rate of one-third per year, commencing one year after the grant date, if he remains is employed by EchoStar or its subsidiaries on each vesting date, subject to accelerated vesting as described below under the heading Potential Payments upon Termination or Following a Change in Control. For other NEOs, all option awards that were not fully vested as of December 31, 2023, vest at the rate of 20% per year, commencing one year after the grant date, if the executive officer is employed by EchoStar or its subsidiaries on each vesting date. |

  38. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table summarizes the exercises of stock options by our NEOs and the vesting of stock and restricted stock units held by our NEOs during the year ended December 31, 2023.

  39. Option Exercises and Stock Vested

    | | Option Awards | Stock Awards | | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Hamid Akhavan | — | — | 250,000 | 4,314,500 | | Paul Gaske | — | — | — | — | | Dean A. Manson | — | — | — | — | | Adrian Morris | — | — | — | — | | Ramesh Ramaswamy | — | — | — | — |

  40. Option Exercises and Stock Vested

    | (1) The value realized on exercise is computed by multiplying the difference between: (i) for stock options, the exercise price of the stock option and the market price of the shares by the number of shares with respect to which the option was exercised; and (ii) for other stock awards, zero and the closing market price of the shares on the date of acquisition (or the prior trading day if the date of acquisition was not a trading day) by the number of shares acquired. |

  41. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The following table summarizes nonqualified deferred compensation earned or contributed by, or on behalf of, our NEOs under our Nonqualified Plan for the year ended December 31, 2023.

  42. Nonqualified Deferred Compensation

    | Name | Executive Contributions in 2023 ($) | Registrant Contributions in 2023 ($) | Aggregate Earnings in 2023 ($) (1) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at 12/31/2023 ($) | | Hamid Akhavan | — | — | — | — | — | | Paul Gaske | — | — | 60,589 | — | 456,480 | | Dean A. Manson | 264,739 | — | 93,090 | — | 731,120 | | Adrian Morris | — | — | 227,377 | — | 1,226,223 | | Ramesh Ramaswamy | 31,535 | — | 14,975 | — | 123,856 |

  43. Nonqualified Deferred Compensation

    | (1) Aggregate earnings are dependent on the investment decisions the executive has made. All earnings are market earnings, and none are preferential or set by the Corporation. |

  44. Potential Payments upon Termination or Following a Change in Control

    Potential Payments upon Termination or Following a Change in Control As discussed in “Compensation Discussion and Analysis” above, we do not offer severance to our NEOs upon a termination of employment or a change on control. However, our standard executive option agreements and restricted stock unit agreements given to our NEOs have generally included acceleration of vesting following a change in control for those executive officers who are terminated by us or the surviving entity, as applicable, for any reason other than for cause during the twenty-four month period following such change in control. There are no benefits under such agreements triggered solely by a change in control or solely because of termination. Generally, under our standard executive option agreements and restricted stock unit agreements, a “change in control” is deemed to occur upon: (i) a transaction or a series of transactions the result of which is that any person (other than Mr. Ergen, our controlling shareholder, or a related party) individually owns more than 50% of the total equity interests of either (a) EchoStar or (b) the surviving entity in any such transaction(s) or a controlling affiliate of such surviving entity in such transaction(s); and (ii) except in the case of awards under the 2017 Stock Incentive Plan, the first day on which a majority of the members of the Board of Directors are not continuing directors (as such term is used in the individual award agreements). With respect Mr. Akhavan's grants of option and restricted stock awards, if Mr. Akhavan's employment is terminated without "cause" due to his "constructive termination" (each, as defined in the applicable award agreement governing his option and restricted stock unit awards), or due to his death or disability in the course of conducting business for EchoStar or any of its direct or indirect subsidiaries (and not due to his death or disability while engaged in personal activity) (any such foregoing termination, a "Qualifying Termination") prior to the third anniversary of the date on which his option and restricted stock unit awards were granted, (i) the one-third tranche of his option award and the one-third tranche of his restricted stock unit award that are scheduled to vest on the next scheduled annual vesting date will vest in full upon such Qualifying Termination (the "Next Vesting Tranche"), and (ii) if the Qualifying Termination occurs prior to the second anniversary of grant, an additional portion of the option and restricted stock unit awards will vest, reflecting vesting "credit" for any completed six-month period that has elapsed during the then-current 12-month vesting period (the "Additional Semi-Annual Tranches" and together with the Next Vesting Tranche, the "Additional Vesting Tranches"). If, at any point during Mr. Akhavan's employment, there is a change in control of the Corporation such that neither Mr. Ergen nor the persons and trusts related to him have the authority to elect the majority of the members of our Board of Directors, any then-unvested portions of Mr. Akhavan's option and restricted stock unit awards shall immediately vest in full ("Company Change in Control"). In addition, upon the first to occur of (x) our shares no longer being publicly traded on NASDAQ or any other established securities market, and (y) the consummation of a transaction or a series of related transactions, the result of which is that DISH beneficially owns more than 50% of the total voting power of our voting stock (a "DISH Change in Control") Mr. Akhavan will be treated as experiencing a Qualifying Termination on the date of such event, subject to Mr. Akhavan's continued employment as of such date. In connection with negotiating and entering into the Letter Agreement and upon the recommendation of the Compensation Committee, our Board determined that the Merger would be treated as a DISH Change in Control so that certain outstanding unvested options and RSUs were deemed to have vested in connection with the closing of the merger transaction, options that did not vest remained in place, and RSUs that did not vest were forfeited. The options held by Mr. Akhavan that did not vest in connection with the Merger (and new options granted on December 31, 2023) will vest in accordance with the terms set forth above upon a Qualifying Termination or a Company Change in Control. The table below provides the estimated benefits that would have been provided to our NEOs assuming a change in control was to have taken place as of December 31, 2023 without a termination of employment of the NEO using the per-share value of Common Shares as of December 31, 2023. For Mr. Akhavan, the following assumes a DISH Change in Control on December 31, 2023 upon the closing of the Merger with respect to all of his outstanding options and RSUs, provided that his options are either underwater or were granted at the fair market value on December 31, 2023 and hence have no value.

  45. Potential Payments upon Termination or Following a Change in Control

    | Name | Maximum Value of Accelerated Vesting of Options and Restricted Stock Units ($) | | Hamid Akhavan | — | | Paul Gaske | — | | Dean A. Manson | — | | Adrian Morris | — | | Ramesh Ramaswamy | — |

  46. Potential Payments upon Termination or Following a Change in Control

    The table below provides the estimated benefits that would have been provided to our NEOs assuming the NEO’s employment had been terminated by EchoStar or the surviving entity other than for cause on December 31, 2023 without the occurrence of a change in control using the per-share value of Common Shares as of December 31, 2023. For Mr. Akhavan, the following assumes a Qualifying Termination on December 31, 2023 with respect to all of his outstanding options and RSUs, provided that his options are either underwater or were granted at the fair market value on December 31, 2023 and hence have no value.

  47. Potential Payments upon Termination or Following a Change in Control

    | Name | Maximum Value of Accelerated Vesting of Options and Restricted Stock Units ($) | | Hamid Akhavan | — | | Paul Gaske | — | | Dean A. Manson | — | | Adrian Morris | — | | Ramesh Ramaswamy | — |

  48. Potential Payments upon Termination or Following a Change in Control

    The table below provides the estimated benefits that would have been provided to our NEOs assuming the NEO’s employment had been terminated by EchoStar or the surviving entity other than for cause on December 31, 2023 upon the occurrence of a change in control using the per-share value of Common Shares as of December 31, 2023. All the NEOs hold options that will vest in these circumstances, but such options are underwater and have no value as of December 31, 2023. For Mr. Akhavan, the following assumes a Qualifying Termination on December 31, 2023 with respect to all of his outstanding options and RSUs, provided that his options are either underwater or were granted at the fair market value on December 31, 2023 and hence have no value.

  49. Potential Payments upon Termination or Following a Change in Control

    | Name | Maximum Value of Accelerated Vesting of Options and Restricted Stock Units ($) | | Hamid Akhavan | — | | Paul Gaske | — | | Dean A. Manson | — | | Adrian Morris | — | | Ramesh Ramaswamy | — |