DEF 14A of EchoStar CORP
Filed Sep 18, 2026 · FY20250001104659-26-108960
PROPOSAL 1 — ELECTION OF DIRECTORS
PROPOSAL 1 — ELECTION OF DIRECTORS
Nominees
Nominees Our shareholders will elect a Board of eight 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:
Nominees
| Name | Age | First Became Director | Position with the Corporation | | Charles W. Ergen | 73 | 2007 | Chairman, President and Chief Executive Officer | | Cantey M. Ergen | 71 | 2023 | Director and Senior Advisor | | George R. Brokaw | 58 | 2023 | Director | | James DeFranco | 73 | 2023 | Director and Executive Vice President | | R. Stanton Dodge | 58 | 2009 | Director | | Katherine E. Flynn | 42 | 2026 | Director, Senior Vice President and Chief People Officer | | Tom A. Ortolf | 75 | 2023 | Director | | William P. Wall | 64 | 2026 | Director |
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. Effective November 6, 2025, Mr. Ergen serves as our Chairman, President and Chief Executive Officer. Mr. Ergen previously served as our executive Chairman since November 2009 and Chairman of the Board of Directors since our formation in 2007. Mr. Ergen was also Chairman of the Board of Directors of DISH Network Corporation (“DISH”) since its formation and, during the past five years, 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., 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. 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 of EchoStar and DISH (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, twice as Vice Chair. 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 as a co-founder and her service to DISH in a multitude of roles over the years. George R. Brokaw. Mr. Brokaw joined the Board in December 2023 effective with the Merger. Mr. Brokaw is a member of our Audit Committee and Compensation Committee and serves as the Chair and financial expert of our Audit 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. 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 as a co-founder, particularly in sales and marketing. R. Stanton Dodge. Mr. Dodge has served as a member of our Board of Directors since 2009. Mr. Dodge is a member of our Executive Compensation Committee and Nominating and Governance Committee and serves as the Chair of our Nominating and Governance Committee. 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. Katherine E. Flynn. Mrs. Flynn was nominated to join the Board in September 2026. Mrs. Flynn currently serves as our Senior Vice President and Chief People Officer since 2025. Mrs. Flynn joined the Company full time in 2013 and has held key executive roles across marketing, product experience, and human resources, bringing a comprehensive business perspective to each position. Mrs. Flynn is the daughter of Charles W. Ergen, who currently serves as the Company’s Chairman, President and Chief Executive Officer, and Cantey M. Ergen, who serves as a Board member and Senior Advisor. There are no other family relationships between Mrs. Flynn and any other executive officer or director of the Company. The Board determined that Mrs. Flynn should be nominated to the Board of Directors due to, among other factors, her deep institutional knowledge of our operations and culture, her leadership across both corporate and customer-facing business units, and her expertise in talent strategy and organizational development. 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
Nominees
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 P. Wall. Mr. Wall was nominated to join the Board in September 2026. Mr. Wall currently serves on the Board of Directors of various companies and organizations. From 2020 to 2026, Mr. Wall served as a Managing Director at Fidelity Investments, initially joining in 1996 through 2003, and then rejoining in 2020 to July 2026, where he was responsible for restructurings and workouts and serving as a portfolio manager in the High Income and Alternatives division. Prior to rejoining Fidelity, Mr. Wall was a partner at OQ Partners, investing in private companies from 2016 to 2020. From 2006 to 2015, Mr. Wall also served as General Counsel at Abrams Capital, a Boston-based investment firm focused on public and private investments. Previously, Mr. Wall was a founding partner at a hedge fund, Andover Capital, from 2003 to 2005. Mr. Wall also worked from 1992 to 1996 as an associate at Ropes & Gray, providing legal advice on private equity and corporate finance deals. The Board of Directors concluded that Mr. Wall should serve as a member of the Board of Directors due to, among other things, his extensive experience in the financial and investment industries, including his leadership roles at Fidelity Investments and his legal background in corporate finance and private equity transactions. The Board of Directors has determined that Mr. Wall meets applicable independence requirements of Nasdaq and SEC rules and regulations. The Board of Directors unanimously recommends a vote FOR the election of all of the nominees named herein.
Director Compensation and Non-Employee Director Option Plan
Director Compensation and Non-Employee Director Option Plan
Cash Compensation
| | | | | | Change in | | | | | | | | | Pension Value | | | | | | | | | and Nonqualified | | | | | | | | Non-Equity | Deferred | | | | | Fees Earned | | | Incentive Plan | Compensation | All Other | | | | or Paid in Cash | Stock Awards | Option Awards | Compensation | Earnings | Compensation | Total | | Name | ($) | ($) | ($) (1) | ($) | ($) | ($) | ($) | | Kathleen Q. Abernathy | $75,500 | $— | $56,448 | $— | $— | $— | $131,948 | | George R. Brokaw | $74,500 | $— | $56,448 | $— | $— | $— | $130,948 | | Stephen J. Bye | $69,000 | $— | $56,448 | $— | $— | $— | $125,448 | | R. Stanton Dodge | $75,500 | $— | $56,448 | $— | $— | $— | $131,948 | | Lisa W. Hershman | $68,500 | $— | $56,448 | $— | $— | $— | $124,948 | | Tom A. Ortolf | $70,500 | $— | $56,448 | $— | $— | $— | $126,948 | | William D. Wade | $71,500 | $— | $56,448 | $— | $— | $— | $127,948 |
Other Information about Our Board of Directors
Other Information about Our Board of Directors
INFORMATION REGARDING CEO PAY RATIO
INFORMATION REGARDING CEO 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. Pursuant to Item 402(u) of Regulation S-K and Section 953(b) of the Dodd-Frank Act, presented below is the ratio of the annual total compensation of Mr. Ergen (who served as CEO on our determination date of December 31, 2025) to the annual total compensation of our median employee. For 2025, our last completed fiscal year, the median of the annual total compensation of our employees (other than our Chief Executive Officer) was $84,476; and the annual total compensation of our Chief Executive Officer was $4,648,665 (See “Summary Compensation Table”). Accordingly, the ratio of the annual total compensation of Mr. Ergen, our Chief Executive Officer, to the median annual total compensation of our employees was 55 to 1 for 2025. 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, 2025. Specifically, we determined that our “median employee” was a full-time, salaried employee located in the United States. For foreign currencies, we converted to U.S. dollars using the average exchange rate for 2025. As of December 31, 2025, our total employee population consisted of 12,037 individuals, with 1,515 of our employees being located in foreign countries. Approximately 87% of our employees were located in the United States, 7% were located in India and 6% were located in various other countries worldwide. As permitted by the Pay Ratio Rules, we excluded all of the employees located in the following foreign countries: 409 employees in Latin America, 249 employees in Europe and 10 employees in Asia. 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 11,369 individuals as of December 31, 2025. 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.
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 aligns executive compensation with the Company’s performance, refer to “Executive Compensation – Compensation Discussion and Analysis.”
PAY VERSUS PERFORMANCE
| | | | | | | | | | Value of Initial Fixed | | | | | | PEO - Ergen | | PEO - Akhavan | | PEO - Dugan | | Non-PEO NEOs | | $100 Investment Based On: | | | | | | | | | | | | Average | | | Peer Group | | Company- | | | Summary | Compensation | Summary | Compensation | Summary | | Summary | Average | Total | Total | | Selected | | | Compensation | Actually | Compensation | Actually | Compensation | Compensation | Compensation | Compensation | Shareholder | Shareholder | | Measure - | | Year | Table Total (1) | Paid to PEO (2) | Table Total (1) | Paid to PEO (2) | Table Total (1) | Actually Paid (2) | Table Total (3) | Actually Paid (2) | Return (TSR) (4) | Return (5) | Net Income | Revenue (6) | | | | | | | | | | | | | (In Millions) | | | 2025 | $4,648,665 | $173,174,888 | $8,567,712 | $86,749,950 | $— | $— | $1,329,786 | $19,672,798 | $48.92 | $106.40 | $(51.9) | $1,887.9 | | 2024 | $— | $— | $8,927,865 | $88,775,893 | $— | $— | $5,271,261 | $7,597,824 | $52.84 | $111.11 | $(124.5) | $15,825.5 | | 2023 | $— | $— | $7,190,962 | $7,230,741 | $— | $— | $1,030,992 | $1,091,461 | $38.24 | $94.83 | $(496.1) | $1,755.6 | | 2022 | $— | $— | $15,288,135 | $11,355,035 | $635,518 | $507,438 | $1,814,059 | $1,182,949 | $38.50 | $85.09 | $166.5 | $1,998.1 | | 2021 | $— | $— | $— | $— | $1,775,101 | $1,978,621 | $1,458,856 | $1,675,670 | $60.83 | $99.48 | $62.7 | $1,985.7 |
PAY VERSUS PERFORMANCE
| (1) Mr. Ergen became our Chief Executive Officer effective November 6, 2025. Mr. Akhavan was our Chief Executive Officers from 2023 to November 6, 2025. During 2022, our Chief Executive Officers were Mr. Dugan (until March 31, 2022) and Mr. Akhavan (beginning March 31, 2022). For 2021, our Chief Executive Officer was Mr. Dugan. |
PAY VERSUS PERFORMANCE
| (2) Compensation Actually Paid (“CAP”) 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 CAP to our “Named Executive Officers” or “NEOs” during each of the years in question. |
PAY VERSUS PERFORMANCE
| (3) During 2025, our non-CEO NEOs consisted of Messrs. Gaske, Manson, Orban and Swieringa. During 2024, our non-CEO NEOs consisted of Messrs. Manson, Orban and Swieringa. During 2023, our non-CEO NEOs consisted of Messrs. Gaske, Manson, Morris and Ramaswamy. During 2022 and 2021, our non-CEO NEOs consisted of Messrs. Johnson, Kaul, Manson and Rayner. |
PAY VERSUS PERFORMANCE
| (4) Total Shareholder Return (“TSR”) is the value of a $100 investment in our Class A common stock made on December 31, 2020, as of December 31 in each of 2025, 2024, 2023, 2022 and 2021, assuming reinvestment of all dividends. |
PAY VERSUS PERFORMANCE
| (5) Represents the weighted TSR for our established peer group, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used by the Company during 2025 and 2024 consists of AT&T Inc., Charter Communications, Inc., Comcast Corporation, T-Mobile US Inc., Viasat Inc. and Verizon Communications Inc. 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 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 peer group, TSR would have been $68.21 in 2021 and $50.11 in 2022. Using the 2023 peer group, TSR would have been $71.10 in 2021, $54.36 in 2022, $49.55 in 2023 and $22.91 in 2024. |
PAY VERSUS PERFORMANCE
| (6) The Company-Selected Measure for 2025 and prior years was Revenue, which is defined as Company total revenue. |
PAY VERSUS PERFORMANCE
| | Mr. Ergen | Mr. Akhavan | | | | Mr. Dugan | | | Adjustments to Determine CAP for PEOs | 2025 | 2025 | 2024 | 2023 | 2022 | 2022 | 2021 | | Deduction for amounts reported under the “Stock Awards” column in the SCT | $— | $(6,026,318) | $(4,360,528) | $— | $(7,563,000) | $— | $— | | Deduction for amounts reported under the “Option Awards” column in the SCT | — | — | — | (5,312,980) | (6,134,800) | — | — | | Increase for fair value of awards granted during covered year that remain outstanding as of covered year end (Options) | — | — | — | — | 5,004,000 | — | — | | Increase for fair value of awards granted during covered year that vested during covered year | — | 28,605,275 | 28,605,275 | 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 | 168,526,223 | 35,843,528 | 35,843,528 | 112,818 | — | — | — | | 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 | - | 19,759,754 | 19,759,754 | 622,716 | — | (83,360) | 161,100 | | Deduction of fair value of awards granted prior to covered year that were forfeited during covered year | - | - | - | (834,000) | — | (44,720) | 42,420 | | Total Adjustments | $168,526,223 | $78,182,238 | $79,848,028 | $39,779 | $(3,933,100) | $(128,080) | $203,520 |
PAY VERSUS PERFORMANCE
| Adjustments to Determine CAP for Non-PEO NEOs | 2025 | 2024 | 2023 | 2022 | 2021 | | Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation Table | $(2,585,000) | $(290,700) | $— | $— | $— | | Deduction for amounts reported under the “Option Awards” column in the Summary Compensation Table | (906,439) | (792,505) | — | (869,344) | — | | Increase for fair value of awards granted during year that remain outstanding as of covered year end (Options) | 8,474,433 | 1,266,016 | — | 467,569 | — | | Increase for fair value of awards granted during year that vested during covered year | 503,577 | - | — | — | — | | 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 | 11,856,671 | 2,053,195 | 47,383 | (62,520) | 161,100 | | 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 | 999,770 | 90,557 | 13,086 | (33,540) | 55,714 | | Deduction of fair value of awards granted prior to covered year that were forfeited during covered year | — | - | — | (133,275) | — | | Total Adjustments | $18,343,012 | $2,326,563 | $60,469 | $(631,110) | $216,814 |
Relationship Between “Compensation Actually Paid” and Performance
Relationship Between “Compensation Actually Paid” and Performance The following graphs set forth the relationship between our PEO’s CAP and the average of our Other NEOs’ CAP, to: (i) cumulative TSR over the five most recently completed fiscal years for the Company and our established peer group, (ii) our net income and (iii) our total revenue. As described in more detail in the section “Compensation Discussion and Analysis,” our executive compensation program reflects a variable pay-for-performance philosophy. While the Corporation utilizes several performance measures to align executive compensation with its performance, all of those measures are not presented in the Pay versus Performance table. Moreover, the Corporation generally seeks to incentivize long-term performance, and therefore does not specifically align its performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. On December 31, 2023, we completed the acquisition of DISH pursuant to the Merger. The graphs below represent the relationships between CAP and the specified performance measures for periods prior to and following the Merger.
Compensation Actually Paid and Company TSR
Compensation Actually Paid and Company TSR
Compensation Actually Paid and Net Income
Compensation Actually Paid and Net Income
Compensation Actually Paid and Revenue
Compensation Actually Paid and Revenue
Overall Executive Compensation Program Objectives and Policies
| ● | recognition of the achievement of company-wide, business group and individual performance goals with respect to cash incentive awards; and |
Overall Executive Compensation Program Objectives and Policies
| ● | creation of shareholder value by aligning the interests of management and shareholders through equity compensation whose value will be based upon the future performance of our common stock and through performance-based cash incentives. |
Overall Executive Compensation Program Objectives and Policies
| ● | all our NEOs were at-will employees without employment agreements, other than Messrs. Akhavan and Swieringa; |
Overall Executive Compensation Program Objectives and Policies
| ● | we provide our NEOs with few perquisites, no long-term cash incentive, no defined benefit or retiree medical benefits; |
Overall Executive Compensation Program Objectives and Policies
| ● | our NEOs are not entitled to cash severance; |
Implementation of Executive Compensation Program Objectives and Policies
| ● | 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 plans as well as eligibility to participate in an employee stock purchase plan; |
Implementation of Executive Compensation Program Objectives and Policies
| ● | short-term cash incentive compensation, including conditional and/or performance-based cash incentive compensation and discretionary bonuses; |
Implementation of Executive Compensation Program Objectives and Policies
| ● | a nonqualified deferred compensation plan; and |
Implementation of Executive Compensation Program Objectives and Policies
Our long and short-term incentive compensation generally include conditional and/or performance-based cash and/or equity incentive compensation. The components of our executive compensation program combine to promote the objectives and policies described above. Base salary, 401(k) Plan benefits and other benefits and perquisites provided generally to employees provide a minimum level of compensation for our NEOs. Long-term equity and/or performance-based incentive compensation align NEO compensation with the creation of long-term shareholder value and generally promote retention. Short-term cash and/or equity incentives reward individual, business group and/or company performance and achievement of shorter-term goals important to us. We have not required that a certain percentage of an executive’s compensation be provided in one form versus another. However, our goal is to award compensation that is reasonable in relation to our compensation program and objectives when all elements of potential compensation are considered. Each element of our executive compensation and the rationale for each element are described below. Base Salary We have traditionally included salary in our executive compensation package under the belief that it is appropriate that some portion of the compensation paid to our executive officers be provided in a form that is fixed and liquid occurring over regular intervals. The Board of Directors has traditionally been free to set base salary at any level deemed appropriate, with the Compensation Committee setting the base salary of Mr. Ergen taking market trends and other factors into account. The Compensation Committee and the Board of Directors typically review base salaries of our NEOs. Any increases or decreases in base salary on a year-over-year basis have usually been dependent on a combination of the factors outlined above in “General Compensation Levels,” with particular emphasis on: ●EchoStar’s and our subsidiaries’ overall financial and business performance; ●the performance of the NEO’s business unit; ●the NEO’s individual contributions to EchoStar and our subsidiaries; ●the rate of standard annual merit increases for employees who are performing at a satisfactory or higher level; and ●information described in “Compilation of Certain Peer Group Data.” 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 rates between 20-33% per year (except with respect to certain grants or commitments to Mr. Akhavan, as described in his Letter Agreement) 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 our 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 approval. The purpose of our Stock Incentive Plans is to provide incentives to attract, motivate and retain executive officers and employees, 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 our Stock Incentive Plans 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, 2025, there were: (i) outstanding options to purchase approximately 11.3 million of our Class A Shares under our Stock Incentive Plans; (ii) approximately 320 thousand outstanding restricted stock units; and (iii) approximately 20.5 million of our Class A Shares remaining available for issuance under our Stock Incentive Plans. Our outstanding option awards generally vest at rates between 20-33% per year commencing one year from the date of grant. Class B Chairman Stock Option Plan
Implementation of Executive Compensation Program Objectives and Policies
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”) We have an employee stock purchase plan, which we refer to as the ESPP. The purpose of the ESPP is to provide our eligible employees with an opportunity to acquire a proprietary interest in the Corporation through the purchase of our Class A Shares. Generally, all full-time employees who have been employed by the Corporation or certain of our subsidiaries for at least one calendar quarter are eligible to participate in the ESPP. Employee stock purchases are made through payroll deductions during an offering period under the plan. Unless otherwise provided by the Board of Directors prior to the beginning of an offering period, stock purchases are made on the last trading day of each such quarterly purchase period at 85% of the closing price of the Class A Shares on that date. Beginning with any offering period commencing after October 20, 2022, shares purchased may not be sold or otherwise disposed of for 180 days after the purchase date. Under the terms of the ESPP, each employee’s deductions are limited so that the maximum such employee may purchase under our ESPP is $25,000 in fair market value of Class A Shares per year. The ESPP is intended to qualify under Section 423 of the Internal Revenue Code and thereby provide participating employees with an opportunity to receive certain favorable income tax consequences as to stock purchase rights under the ESPP. Our NEOs are eligible to participate in the ESPP on the same terms as our other employees. Short-Term Cash Incentive Compensation In November 2021, we amended and restated our short-term cash incentive program for our NEOs, which we refer to as the Executive Incentive Plan (the “EIP”). The EIP is a cash incentive plan intended to promote our success by providing performance-oriented incentives to motivate our executive officers whose decisions and performance have a significant impact on our success and to reward them for superior managerial performance and our successful performance and growth. Participation in the EIP is limited to our executive officers. Under the EIP, cash payments are awarded and are based on target award amounts for each year determined by the Compensation Committee for each participant and on the achievement of corporate, business segment and/or individual executive performance metrics. For each participant in 2025, 80% of the payout target was based on the achievement of company-wide performance metrics, and the remaining 20% of the payout target was based on the Compensation Committee’s subjective assessment of each participant’s performance, taking into account the recommendation of the Chairman and, in the case of participants other than the President and Chief Executive Officer, the recommendation of the President and Chief Executive Officer. Individual awards under the EIP may range between zero and a maximum amount of 125% of the applicable target award amount as determined by the Compensation Committee for each participant. Messrs. Akhavan, Swieringa, Manson and Gaske were eligible to receive short-term cash incentive payments for 2025 pursuant to the EIP. See “Summary Compensation Table” below. 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 discretionary cash bonuses in 2025. See “Summary Compensation Table” below. Exchange Offer On March 4, 2024, we commenced a tender offer to eligible employees (which excludes our co-founders and the non-executive/non-employee members of our Board of Directors) to exchange eligible stock options (which excludes the Ergen 2020 Performance Award) for new options as detailed in our Schedule TO filed March 4, 2024 with the Securities and Exchange Commission (the “Exchange Offer”), to, among other things, further align employee incentives with the current market. The Exchange Offer expired on April 1, 2024 and we accepted for exchange approximately 7 million stock options. As a result of the Exchange Offer, during the second quarter of 2024, the exercise price of approximately 6 million new stock options, affecting approximately 1,000 eligible employees, was adjusted to $14.04. Ergen 2020 Performance Award In connection with the closing of the Merger, we assumed the existing Ergen 2020 Performance Award which awards Mr. Ergen long-term performance-based options (the “Ergen 2020 Performance Award”) to purchase up to 4,385,962 Class A Shares. The Award is subject to the achievement of performance vesting goals based on specified stock price targets (the “EchoStar Stock Price Targets”) as set forth in the table below over the ten-year period following the date of grant (except for the first two DISH Stock Price Targets (Tranche 1 and Tranche 2)). The Award was granted on November 6, 2020, with an exercise price of $78.98. The Award will expire on February 6, 2031. In approving the Ergen 2020 Performance Award, the DISH compensation committee recognized, among other things, the unique blend of leadership, experience and knowledge of our industry and business that Mr. Ergen brought to DISH and the continued importance of Mr. Ergen’s role as the individual who identifies strategic priorities and led the execution of DISH’s long-term strategy, including, without limitation, its wireless business, which was expected to drive long-term value for DISH and its shareholders. In an effort to further incentivize Mr. Ergen’s continued long-term performance, the DISH compensation committee designed the Ergen 2020 Performance Award to be a challenging long-term incentive for future performance, and the DISH compensation committee noted in particular that the performance thresholds could take many years to achieve, if they can be achieved at all. In addition, the DISH compensation committee sought to ensure that the Ergen 2020 Performance Award would further align Mr. Ergen’s interests with those of DISH Network’s shareholders over the long-term.
Implementation of Executive Compensation Program Objectives and Policies
In the event that a EchoStar Stock Price Target is determined by the Compensation Committee to have been achieved during an applicable calendar quarter (or at its ten-year anniversary) as set forth below: (i) that applicable EchoStar Stock Price Target will be retired; and (ii) the corresponding tranche of the option will vest and shall become exercisable contemporaneously with the filing of the Corporation’s financial results for that quarter or year, as applicable, with the SEC. For purposes of the EchoStar Stock Price Targets, except for Tranches 1 and 2, the EchoStar Stock Price Target will be considered achieved if the average closing stock price, as reported on Nasdaq, of the Class A Shares for the thirty (30) calendar day period immediately prior to the end of any calendar quarter exceeds the respective EchoStar Stock Price Target (and the thirty (30) calendar day period prior to the Award’s ten-year anniversary on November 6, 2030) during the period that is ten years following the date of the grant. With respect to Tranche 1, the applicable EchoStar Stock Price Target will be considered achieved if the average closing stock price, as reported on Nasdaq, of the Class A Shares for the thirty (30) calendar day period immediately prior to the end of any calendar quarter exceeds the respective EchoStar Stock Price Target during the first four years following the date of the grant. With respect to Tranche 2, the applicable EchoStar Stock Price Target will be considered achieved if the average closing stock price, as reported on Nasdaq, of the Class A Shares for the thirty (30) calendar day period immediately prior to the end of any calendar quarter exceeds the respective EchoStar Stock Price Target during the first seven years following the date of the grant. In the event a “change in control” of the Corporation occurs while any portion of the 2020 Ergen Performance Award is unvested, the value of the transaction consideration per share for a Class A Share will be used to determine whether any additional portion of the Ergen 2020 Performance Award will vest. For purposes of the Award, a “change in control” of the Corporation is generally 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 fifty percent (50%) of the total equity interests of either: (A) the Corporation; or (B) the surviving entity in any such transaction(s) or a controlling affiliate of such surviving entity in such transaction(s); and (ii) the first day on which a majority of the members of the Board of Directors are not continuing directors. The Ergen 2020 Performance Award was granted under the terms of the Corporation’s 2019 Stock Incentive Plan and a non-qualified stock option agreement that includes, among other terms and conditions, a post-exercise holding period requirement (net of taxes and exercise price) on the Class A Shares obtained upon exercise that is equal to the longer of: (i) five years from the date of grant; or (ii) one year following the date of exercise for applicable shares exercised under the Award. During 2021, the price targets for Tranche 1 and Tranche 2 were achieved, resulting in the vesting of 877,192 stock options, as determined by the DISH compensation committee. No additional price targets were achieved during 2025. 2019 Long-Term Incentive Plan In connection with the closing of the Merger, we assumed DISH Network’s existing long-term, performance-based stock incentive plan (the “2019 Long-Term Incentive Plan” or “2019 LTIP”), within the terms of DISH Network’s 2009 Stock Incentive Plan. The purpose of the 2019 LTIP is to promote the Company’s interests and the interests of its shareholders by providing key employees with financial rewards through equity participation upon achievement of specified long-term goals. The employees eligible to participate in the 2019 LTIP generally included DISH Network’s executive officers, senior vice presidents, vice presidents and director-level employees. Employees participating in the 2019 LTIP receive a one-time award of an option to acquire a specified number of shares priced at the market value as of the first day of the calendar quarter in which the option was granted or, if the first day of the calendar quarter is not a trading day, the last trading day prior to the date of grant. Initial awards granted under the 2019 LTIP were made as of October 1, 2018. Under the 2019 LTIP: (i) the net Pay-TV subscriber growth goals, top-line revenue growth goals, top award for customer service and/or satisfaction goals and annual average employee survey score goals are measured at the end of each calendar year during the period between and including January 1, 2019 and December 31, 2023; and (ii) the wireless buildout and revenue goal, Smart Home Services and fulfillment third-party revenue goals and cumulative free cash flow goals are measured at the end of each calendar quarter during the period between and including October 1, 2018 and December 31, 2023. As of December 31, 2023 final measurement date, we determined that 85% of the 2019 LTIP performance conditions were probable of achievement and approximately 78% of the 2019 LTIP awards had vested. As previously discussed, on March 4, 2024, we commenced an Exchange Offer to eligible employees (which excludes our co-founders and the independent members of our Board of Directors) to exchange eligible stock options for new options to, among other things, further align employee incentives with the current market. As a result of the Exchange Offer, options to purchase shares under the 2019 LTIP were exchanged and the exercise price of these options was adjusted to $14.04 effective April 1, 2024. 2022 Incentive Plan In connection with the closing of the Merger, we assumed DISH’s existing performance-based incentive plan (the “2022 Incentive Plan”) under DISH’s 2019 Stock Incentive Plan. The purpose of the 2022 Incentive Plan is to promote the Corporation’s interests and the interests of the Corporation’s shareholders by generally providing certain executive officers, senior vice presidents, vice presidents and director-level employees within our established businesses with financial rewards through equity participation and cash incentives upon achievement of certain specified goals. Employees participating in the 2022 Incentive Plan are generally expected to receive cash awards and a one-time option to purchase a specified number of Class A Shares with an exercise price per share equal to the closing price of the 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). The options were granted as of February 1, 2022. The amount of the cash award is tied to a certain percentage (based on the employee’s level) of the applicable employee’s base salary. Under the 2022 Incentive Plan, all goals are measured at the end of each calendar quarter during the period between and including January 1, 2022 and December 31, 2026 (the “measurement period”). In the event that a goal under the 2022 Incentive Plan is achieved as of the last day of any calendar quarter or year, as applicable, as determined by the Compensation Committee: (i) the applicable goal will be retired; (ii) the corresponding increment of the options (if applicable) will vest and become exercisable contemporaneously with filing of the Corporation’s financial results for that quarter or year, as applicable, filed with the SEC; and (iii) the corresponding increment of the cash award will be paid out. The 2022 Incentive Plan goals are below:
Implementation of Executive Compensation Program Objectives and Policies
| (1) The cash payout percentage of each of our executive vice presidents and above (including Messrs. Swieringa and Orban) is equal to 50% of their respective base salaries per goal. |
Implementation of Executive Compensation Program Objectives and Policies
The Cumulative Free Cash Flow Goals will be achieved if DISH achieves the respective amounts of cumulative free cash flow above during the measurement period, which calculation of “cumulative free cash flow” is a formula that takes into account, among other things, free cash flow as set forth in the Corporation’s Form 10-K, Form 10-Q or Form 8-K announcing quarterly or annual financial results for that quarter or year, as applicable, filed with the SEC, subject to certain adjustments. The Cumulative Revenue Goals will be achieved if DISH achieves the respective amounts of cumulative revenue above during the measurement period, which calculation of “cumulative revenue” is a formula that takes into account, among other things, the total revenue announced in the Corporation’s Form 10-K, Form 10-Q or Form 8-K announcing quarterly or annual financial results for that quarter or year, as applicable, filed with the SEC, subject to certain adjustments. The Wireless Subscriber Goal will be achieved if DISH achieves more than 30 million wireless subscribers during the measurement period, which calculation of “subscribers” is a formula that takes into account, among other things, the total number of wireless subscribers announced in the Corporation’s Form 10-K, Form 10-Q or Form 8-K announcing quarterly or annual financial results for that quarter or year, as applicable, filed with the SEC, subject to certain adjustments. The Compensation Committee has final authority to, among other things, interpret and calculate any and all aspects of the 2022 Incentive Plan, including vesting and all other aspects of calculating the achievement of the goals under the 2022 Incentive Plan. Employees who are granted equity awards after February 1, 2022 under the 2022 Incentive Plan will be eligible to receive a reduced award under the 2022 Incentive Plan. Such awards are subject to a vesting schedule that varies based upon the date on which such awards were granted. Through December 31, 2024, we achieved: (i) all 4 of the Cumulative Free Cash Flow Goals; and (ii) the 40 billion Cumulative Revenue Goal, which resulted in the cumulative vesting of 83.35% of the 2022 Incentive Plan stock awards during 2024. Messers. Swieringa and Orban were the only NEOs eligible to participate in the 2022 Incentive Plan in 2025. As previously discussed, on March 4, 2024, we commenced an Exchange Offer to eligible employees (which excludes our co-founders and the independent members of our Board of Directors) to exchange eligible stock options for new options to, among other things, further align employee incentives with the current market. As a result of the Exchange Offer, options to purchase shares under the 2019 LTIP were exchanged and the exercise price of these options was adjusted to $14.04 effective April 1, 2024. In November 2024, in an effort to, among other things, bridge incentive plans between EchoStar and DISH Network post-Merger, our Compensation Committee approved the following updated goals for the 2022 Incentive Plan (the “2022 Incentive Plan Transition Goals”). If the 2022 Incentive Plan Transition Goals are achieved prior to the 30 Million Wireless Subscribers goal above, the 30 Million Wireless Subscribers goal will be retired. The period for achievement of the 2022 Incentive Plan Transition Goals expired September 30, 2025.
Implementation of Executive Compensation Program Objectives and Policies
| .3 | | | 2022 Incentive Plan Transition Goals | Goal Weighting (1) | | $2.3 billion Pay TV Cumulative Free Cash Flow | 75% | | Discretionary | 25% |
Implementation of Executive Compensation Program Objectives and Policies
401(k) Plan We sponsor the EchoStar 401(k) Employee Savings Plan (the “401(k) Plan”) for eligible employees, including our executives, to facilitate our employees’ ability to save some percentage of their cash compensation for retirement. Employees participating in the 401(k) Plan are immediately eligible for participation in the 401(k) Plan upon the commencement of their employment. Participants in the 401(k) Plan are able to contribute up to 75% of their eligible compensation subject to the maximum contribution limit provided by the Internal Revenue Code. Effective January 1, 2023, eligible employees have the option to contribute up to 75% of their compensation on a pre-tax, Roth after-tax basis or voluntary after-tax basis subject to the Internal Revenue Code limits. Roth in-plan conversions of after-tax contributions are allowed. All employee contributions to the 401(k) Plan are immediately vested. Voluntary employee contributions to the 401(k) Plan may be matched 50% by the Corporation, subject to a maximum annual contribution of $5,000 per employee participating in the 401(k) Plan. In addition, we may make an annual discretionary contribution to the 401(k) Plan in cash or our Class A Shares. All Corporation contributions under the 401(k) Plan vest at 20% per year and are 100% vested after an eligible employee has completed five years of employment. Our NEOs participate in the 401(k) Plan, including corporate contributions, on the same terms as our other employees. Nonqualified Plan We have adopted a nonqualified plan for the benefit of a select group of officers (as amended from time to time, the “Nonqualified Plan”), including our NEOs, whose benefits under our 401(k) Plan are limited by the Internal Revenue Code. Nonqualified Plan participants can elect to contribute up to 75% of their eligible compensation and up to 100% of their eligible bonus compensation into the Nonqualified Plan on a pre-tax basis each pay period. We do not match any employee contributions in the Nonqualified Plan. Participants are always 100% vested in the contributions they make into the Nonqualified Plan. During 2025, Mr. Akhavan was the only NEO who contributed to the Nonqualified Plan. Akhavan Letter Agreement In connection with the Merger, the Company entered into a letter agreement with Mr. Akhavan dated October 2, 2023, which superseded his 2022 offer letter. The agreement provided for an annual base salary of $2,500,000, annual incentive compensation with a target of $2,500,000 beginning in 2024, and specified equity awards and related vesting terms. The October 2023 agreement was superseded by a letter agreement dated December 24, 2025, entered into in connection with Mr. Akhavan’s appointment as Chief Executive Officer of EchoStar Capital (a division of EchoStar). That agreement provided for an annual base salary of $2,500,000 through December 31, 2026, a discretionary 2026 bonus of up to $2,500,000, and continued vesting of equity awards granted under the prior agreement. In connection with his resignation, we did not amend his letter agreement; instead, we entered into a separate agreement providing for the accelerated vesting of one tranche of his options. Swieringa Letter Agreement In connection with the Merger, Mr. Swieringa entered into an offer letter with EchoStar, dated as of October 2, 2023 (the “Swieringa Letter Agreement”). Pursuant to the Swieringa Letter Agreement, Mr. Swieringa is entitled to receive an annual base salary of $1,000,000 and a grant of 175,439 EchoStar options and 70,175 EchoStar RSU awards, each with five year ratable vesting beginning on January 1, 2025. In addition, EchoStar will honor Mr. Swieringa’s eligibility to receive a one-time performance based cash award of up to $200,000. The Swieringa Letter Agreement does not provide for 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, dental, and vision insurance, life insurance, short term disability insurance, 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 2025, Messrs. Akhavan and Ergen used our corporate aircraft for personal use. In 2025, Mr. Ergen received reimbursement for tax preparation services. 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.
2025 Executive Compensation
2025 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 Chairman and our President and Chief Executive Officer 2025 Base Salary of Chairman. Mr. Ergen’s annual base salary for 2025 was determined based on, among other factors, a review by the Compensation Committee of the expected annual base salaries in 2025 of each of the Corporation’s other NEOs. The Compensation Committee did not increase Mr. Ergen’s salary in 2025. The Compensation Committee noted that Mr. Ergen’s base salary continued to be lower than the base salaries of the CEOs of the significant majority of the surveyed companies. 2025 Base Salary of President and Chief Executive Officer. Base salary for Mr. Akhavan was reviewed and discussed by the Compensation Committee and determined by the Board of Directors primarily based on Mr. Ergen’s recommendations. As noted above, pursuant to the Akhavan Letter Agreement, Mr. Akhavan’s annual base salary increased to $2,500,000 commencing on December 31, 2023. The Compensation Committee did not increase Mr. Akhavan’s salary in 2025. Mr. Akhavan resigned from the Board and the Company effective July 6, 2026, after discussions with the Board regarding a change of strategic direction. 2025 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 Messrs. Akhavan or Ergen for 2025. 2025 Short-Term Cash Incentive Compensation President and Chief Executive Officer. The purpose of short-term cash incentives under our EIP is, among other things, 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. Akhavan did not receive a payout under our EIP for 2025. No short-term cash incentives were paid to Mr. Ergen for 2025. 2025 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. In connection with the closing of the Merger and the effectiveness of Mr. Akhavan’s new employment letter, certain of his outstanding options and RSUs were deemed to vest and others were cancelled in exchange for new grants of: (i) 263,158 RSUs on January 1, 2025, 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. In connection with his resignation, we entered into a separate agreement providing for the accelerated vesting of one tranche of his options. No equity incentives were awarded to Mr. Ergen for 2025. Compensation of Other Named Executive Officers 2025 Base Salary. Base salaries for each of our NEOs, other than the Chairman and 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 2025 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 2024; (b) the NEO’s performance in 2024; 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 recommendations for the base salaries of our NEOs other than Mr. Swieringa and himself, Mr. Akhavan subjectively determined that Mr. Gaske’s existing base salary was already within the range of market compensation in light of EchoStar’s practices with respect to annual base salaries and therefore an increase over 2024 annual base salary was not necessary. In considering the factors discussed above, Mr. Akhavan recommended base salary increases for 2025 for each of Messrs. Swieringa, Orban and Manson. The Compensation Committee reviewed, discussed and recommended, and the Board of Directors accepted, Mr. Akhavan’s recommendations with respect to the 2025 base salaries for each of these NEOs. 2025 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. Consistent with prior years, Mr. Ergen generally recommended that other NEOs receive cash bonuses only to the extent that such amounts would be payable pursuant to the existing short-term incentive plan, if any. No discretionary cash bonuses were awarded the other NEOs for 2025. 2025 Short-Term Cash Incentive Compensation. The purpose of short-term cash incentives under our EIP is, among other things, 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 Chairman and the President and Chief Executive Officer, was made by the Compensation Committee primarily on the basis of Mr. Akhavan’s recommendations. For 2025, 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 80% based on the Corporation’s financial and operational performance in 2025, and 20% based on management effectiveness and individual executive performance in 2025. Mr. Akhavan recommended, and the Compensation Committee reviewed, discussed and determined, payout targets and performance metrics for 2025 for the payment of short-term cash incentive awards under our EIP for each eligible NEO. Messrs. Ergen and Akhavan and the Compensation Committee determined whether and to what extent the applicable performance metrics were met for each eligible NEOs for 2025, and the amount of the cash incentive award for 2025 paid under the EIP to each of our eligible NEOs. Based on the recommendations of Mr. Akhavan and Mr. Ergen, the Compensation Committee approved the following 2025 payout targets, performance metrics, and short-term cash incentive awards under our EIP:
2025 Executive Compensation
| NEO | 2025 Payout Target | 2025 EIP Performance Metrics | 2025 EIP Payment | | John W. Swieringa | $250,000 | Combination of financial and operational performance metrics of the Corporation as well as factors regarding management effectiveness and individual executive performance. | $157,750 | | Dean A. Manson | $687,463 (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. | $420,040 | | Paul Gaske | $600,002 (80% of base salary) | Combination of financial and operational performance metrics of the Corporation as well as factors regarding management effectiveness and individual executive performance. | $237,001 |
2025 Executive Compensation
2025 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 each of our other NEOs to determine whether each NEO other than our President and Chief Executive Officer has appropriate incentives tied to the performance of our Class A Shares. These determinations are made by the Compensation Committee primarily on the basis of Mr. Ergen’s recommendations. See detail of equity incentive awards in “Grants of Plan-Based Awards” table below. As discussed under “Swieringa Letter Agreement”, in 2024 Mr. Swieringa received a grant of 175,439 options and 70,175 RSU awards, each with five year ratable vesting beginning on January 1, 2025. The Compensation Committee also granted: (i) Mr. Swieringa 250,000 RSU awards with a five year ratable vesting beginning on October 1, 2025 and 60,000 stock options vesting in annual installments over three years; and (ii) Mr. Orban 50,000 RSU awards vesting 20% beginning on July 30, 2027 and vesting 20% per year beginning on October 1, 2027. Anti-Hedging. Our insider trading policy prohibits our employees, including our executive officers, and members of our Board of Directors from engaging in any type of hedging or monetization transaction with respect to our securities. The prohibited transactions include, but are not limited to, the pledging as collateral of any of our securities, including establishing or increasing margin loans.
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, but not limited to, 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.
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, 2025, 2024 and 2023 during which he served as a NEO.
Summary Compensation Table
| | | | | | | | Changes in | | | | | | | | | | | Pension | | | | | | | | | | | Value and | | | | | | | | | | | Nonqualified | | | | | | | | | | Non-Equity | Deferred | | | | | | | | Stock | Option | Incentive Plan | Compensation | All Other | | | | | Salary | Bonus | Awards | Awards | Compensation | Earnings | Compensation | Total | | Name and Principal Position | Year | ($) | ($) | ($) (1) | ($) (1) | ($) (2) | ($) (3) | ($) (4) | ($) | | Charles W. Ergen | 2025 | $1,000,000 | $— | $— | $— | $— | $— | $3,648,665(5) | $4,648,665 | | Chairman, President and Chief Executive Officer | 2024 | $1,000,000 | $— | $— | $— | $— | $— | $3,098,981(5) | $4,098,981 | | Hamid Akhavan (6) | 2025 | $2,500,014 | $— | $6,026,318 | $— | $— | $28,087 | $13,293 | $8,567,712 | | President and | 2024 | $2,471,168 | $— | $4,360,528 | $— | $2,000,000 | $— | $96,169 | $8,927,865 | | Chief Executive Officer, EchoStar Capital | 2023 | $1,000,002 | $— | $— | $5,312,980 | $759,000 | $— | $118,980 | $7,190,962 | | John W. Swieringa | 2025 | $1,025,000 | $— | $6,365,000 | $2,417,170 | $365,250 | $— | $7,000 | $10,179,420 | | President, Technology and | 2024 | $1,000,000 | $— | $1,162,800 | $1,809,107 | $1,000,000 | $— | $5,210 | $4,977,117 | | Chief Operating Officer | | | | | | | | | | | Paul W. Orban | 2025 | $696,154 | $— | $3,975,000 | $— | $— | $— | $7,520 | $4,678,674 | | Executive Vice President and | 2024 | $650,000 | $— | $— | $1,012,892 | $650,000 | $— | $5,520 | $2,318,412 | | Chief Financial Officer, DISH | | | | | | | | | | | Dean A. Manson | 2025 | $682,089 | $— | $— | $604,292 | $420,040 | $64,458 | $7,520 | $1,778,399 | | Chief Legal Officer and Secretary | 2024 | $667,451 | $— | $— | $348,020 | $483,894 | $69,131 | $9,790 | $1,578,286 | | | 2023 | $662,215 | $— | $— | $— | $433,836 | $93,090 | $14,290 | $1,203,431 | | Paul Gaske | 2025 | $750,006 | $— | $— | $604,292 | $237,001 | $72,348 | $7,416 | $1,671,064 | | Chief Operating Officer, Hughes | | | | | | | | | |
Summary Compensation Table
| (1) Amounts reported 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 to the Corporation’s audited financial statements for the fiscal years ended December 31, 2025 included in the Corporation’s Annual Reports on Form 10-K filed with the SEC on March 2, 2026. |
Summary Compensation Table
| (2) Under our EIP, for 2025, 2024 and 2023, Messrs. Swieringa, Manson and Gaske were eligible to receive, and did receive, short-term cash incentive payments. For 2025, these short-term cash incentive payments equaled approximately 63.1%, 61.1% and 39.5%, of the respective payout targets under our EIP for Messrs. Swieringa, Manson and Gaske. For 2024, these short-term cash incentive payments equaled approximately 80.0% and 72.5%, of the respective payout targets under our EIP for Messrs. Akhavan and Manson. For 2023, these short- |
Summary Compensation Table
| term cash incentive payments equaled approximately 75.9% and 65%, of the respective payout targets under our EIP for Messrs. Akhavan and Manson. |
Summary Compensation Table
| (3) 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. |
Summary Compensation Table
| (4) “All Other Compensation” for all of the NEOs includes amounts contributed pursuant to our 401(k) matching program, our health savings account program, imputed income related to group term life insurance and our profit sharing program. Mr. Akhavan’s “All Other Compensation” for 2024, and 2023 also includes $77,708 and $104,000, respectively, for Housing Allowance and Relocation Expenses. Mr. Akhavan’s “All Other Compensation” also includes personal use of corporate aircraft during the year ended December 31, 2025. We calculated the value of personal use of corporate aircraft based upon the incremental cost of such usage to the Corporation. |
Summary Compensation Table
| (5) Mr. Ergen’s “All Other Compensation” for 2025 also includes amounts for tax preparation services and $3,424,213 for Mr. Ergen’s personal use (and on certain occasions for the personal use by members of his family and other guests) of corporate aircraft during the year ended December 31, 2025. We calculated the value of personal use of corporate aircraft based upon the incremental cost of such usage to the Corporation. |
Summary Compensation Table
| (6) Mr. Akhavan was appointed as Chief Executive Officer of the newly formed EchoStar Capital (a division of EchoStar) effective November 6, 2025, and Mr. Ergen succeeded Mr. Akhavan as President and Chief Executive Officer of EchoStar Corporation. |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table provides information on 2025 awards granted to our NEOs.
Grants of Plan-Based Awards
| | | | | | | Estimated Future Payouts | | | All Other | All Other | | | | | | | Estimated Future Payouts Under Non-Equity | | | Under Equity Incentive Plan | | | Stock | Option | | | | | | | Incentive Plan Awards | | | Awards | | | Awards: | Awards: | | | | | | | | | | | | | | | Exercise | | | | | | | | | | | | Number | Number of | or Base | Grant Date | | | | Date of | | | | | | | of Shares | Securities | Price of | Fair Value of | | | | Compensation | | | | | | | of Stock | Underlying | Option | Stock and | | | | Committee | Threshold | Target | Maximum | Threshold | Target | Maximum | or Units | Options | Awards | Option | | Name | Grant Date | Approval | ($) (2) | ($) (2) | ($) (2) | (#) | (#) | (#) | (#) | (#) | ($/sh) | Awards (3) | | Charles W. Ergen | 04/01/2025(1) | 02/20/2025 | $— | $— | $— | — | — | — | 87 | — | $— | $2,000 | | Hamid Akhavan | 01/01/2025 | 08/07/2023 | $— | $— | $— | — | — | — | 263,158 | — | $— | $6,026,318 | | | 04/01/2025(1) | 02/20/2025 | $— | $— | $— | — | — | — | 87 | — | $— | $2,000 | | | 05/01/2025 | 05/01/2025 | $— | $— | $2,500,000 | — | — | — | — | — | $— | $— | | John W. Swieringa | 04/01/2025(1) | 02/20/2025 | $— | $— | $— | — | — | — | 87 | — | $— | $2,000 | | | 05/01/2025 | 05/01/2025 | $— | $— | $207,500 | — | — | — | — | — | $— | $— | | | 06/26/2025 | 06/26/2025 | $— | $— | $— | — | — | — | 250,000 | — | $— | $6,365,000 | | | 10/01/2025 | 06/26/2025 | $— | $— | $— | — | — | — | — | 60,000 | $79.50 | $2,417,170 | | Paul W. Orban | 04/01/2025(1) | 02/20/2025 | $— | $— | $— | — | — | — | 87 | — | $— | $2,000 | | | 10/01/2025 | 06/26/2025 | $— | $— | $— | — | — | — | 50,000 | — | $— | $3,975,000 | | Dean A. Manson | 04/01/2025(1) | 02/20/2025 | $— | $— | $— | — | — | — | 87 | — | $— | $2,000 | | | 05/01/2025 | 05/01/2025 | $— | $— | $687,463 | — | — | — | — | — | $— | $— | | | 10/01/2025 | 09/25/2025 | $— | $— | $— | | — | — | — | 15,000 | $79.50 | $604,292 | | | | | | | — | — | | | | | | | | Paul Gaske | 04/01/2025(1) | 02/20/2025 | $— | $— | $— | — | — | — | 87 | — | $— | $2,000 | | | 05/01/2025 | 05/01/2025 | $— | $— | $600,002 | — | — | — | — | — | $— | $— | | | 10/01/2025 | 09/25/2025 | $— | $— | $— | — | — | — | — | 15,000 | $79.50 | $604,292 |
Grants of Plan-Based Awards
| (1) The amounts reported represent Class A Shares awarded to the eligible NEOs during 2025 pursuant to our profit sharing program. |
Grants of Plan-Based Awards
| (2) These amounts reflect threshold, target, and maximum payout amounts for 2025 for our NEOs under our EIP. There are no guaranteed minimum amounts payable under our EIP, 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 2025 under our EIP. |
Grants of Plan-Based Awards
| (3) Amounts reported 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 to the Corporation’s audited financial statements for the fiscal years ended December 31, 2025 included in the Corporation’s Annual Reports on Form 10-K filed with the SEC on March 2, 2026. |
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, 2025.
Outstanding Equity Awards at Fiscal Year-End
| | Option Awards | | | | | Stock Awards | | | | | | | | | Equity | | | | | | | | | Incentive | Equity | | | | | | | | Plan | Incentive | | | | | Equity | | | Awards: | Plan | | | | | Incentive | | | Number of | Awards: | | | | Number of | Plan Awards: | | | Unearned | Market or | | | Number of | Securities | Number of | | | Shares, | Payout Value | | | Securities | Underlying | Securities | | | Units or | of Unearned | | | Underlying | Unexercised | Underlying | | | Other | Shares, Units | | | Unexercised | Options | Unexercised | Option | | Rights | or Other | | | Options | (#) | Unearned | Exercise | Option | That Have | Rights That | | | (#) | Unexercisable | Options | Price | Expiration | Not Vested | Have Not | | Name | Exercisable | (2) | (#) (3) | ($) | Date | (#) | Vested (4) ($) | | Charles W. Ergen | — | — | 21,052 | $165.11 | 01/01/2027 | — | $— | | | 575,373 | — | — | $49.49 | 04/01/2027 | — | $— | | | 44,913 | — | 7,717 | $100.95 | 10/01/2028 | — | $— | | | 877,192 | — | 3,508,770 | $78.98 | 02/06/2031 | — | $— | | Hamid Akhavan (1) | 233,918 | 233,918 | — | $16.57 | 12/31/2033 | — | $— | | | 20,417 | 183,751 | — | $14.04 | 04/01/2034(5) | — | $— | | John W. Swieringa | — | — | 21,052 | $165.11 | 01/01/2027 | — | $— | | | — | — | 7,717 | $57.01 | 07/22/2032 | — | $— | | | — | 140,352 | — | $16.57 | 01/01/2034 | 70,176 | $7,628,131 | | | — | 78,171 | 5,847 | $14.04 | 04/01/2034(5) | — | $— | | | — | — | — | $— | — | 200,000 | $21,740,000 | | | — | 60,000 | — | $79.50 | 10/01/2035 | — | $— | | Paul W. Orban | — | — | 10,526 | $165.11 | 01/01/2027 | — | $— | | | — | — | 11,810 | $57.01 | 07/22/2032 | — | $— | | | — | 137,153 | 2,339 | $14.04 | 04/01/2034(5) | — | $— | | | — | — | — | $— | — | 50,000 | $5,435,000 | | Dean A. Manson | 21,631 | 81,700 | — | $14.04 | 04/01/2034(5) | — | $— | | | — | 15,000 | — | $79.50 | 10/01/2035 | — | $— | | Paul Gaske | — | 35,781 | — | $14.04 | 04/01/2034(5) | — | $— | | | — | 15,000 | — | $79.50 | 10/01/2035 | — | $— |
Outstanding Equity Awards at Fiscal Year-End
| (1) In connection with Mr. Akhavan’s resignation, we entered into a separate agreement providing for the accelerated vesting of one tranche of his options. |
Outstanding Equity Awards at Fiscal Year-End
| (2) Awards granted under Stock Incentive Plans generally vest at the rate of 20% - 33% per year commencing one year from the date of grant. |
Outstanding Equity Awards at Fiscal Year-End
| (3) Awards granted under DISH Network’s performance-based plans vest at various times based on certain company-specific goals, discussed under “2019 Long-Term Incentive Plan” and “2022 Incentive Plan” above. |
Outstanding Equity Awards at Fiscal Year-End
| (4) Amount represents the number of unvested, performance-based restricted stock units multiplied by $108.70, the closing market price of the Company’s Class A Shares on December 31, 2025. |
Outstanding Equity Awards at Fiscal Year-End
| (5) As previously discussed, on March 4, 2024, we commenced an Exchange Offer to eligible employees (which excludes our co-founders and the independent members of our Board of Directors) to exchange eligible stock options for new options to, among other things, further align employee incentives with the current market. As a result of the Exchange Offer, options to purchase shares under the 2019 LTIP were exchanged and the exercise price of these options was adjusted to $14.04 effective April 1, 2024. |
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table summarizes the exercises of stock options by our NEOs and the vesting of stock and restricted stock units held by our NEOs during the year ended December 31, 2025.
Option Exercises and Stock Vested
| | Option Awards | | Stock Awards | | | | Number of | | | | | | Shares | Value | Number of | Value | | | Acquired | Realized on | Shares | Realized on | | | on Exercise | Exercise (1) | Acquired | Vesting | | Name | (#) | ($) | on Vesting (#) | ($) | | Charles W. Ergen | — | $— | — | $— | | Hamid Akhavan | 519,750 | $39,845,019 | 263,158 | $28,605,275 | | John W. Swieringa | 127,559 | $8,477,047 | 71,052 | $4,457,091 | | Paul W. Orban | 76,764 | $3,474,766 | — | $— | | Dean A. Manson | 85,000 | $4,506,138 | — | $— | | Paul Gaske | 53,039 | $3,476,823 | — | $— |
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. |
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, 2025.
Nonqualified Deferred Compensation
| | Executive | Registrant | Aggregate | Aggregate | Aggregate | | | Contributions in | Contributions in | Earnings in | Withdrawals/ | Balance at | | Name | 2025 | 2025 | 2025 | Distributions | 12/31/25 | | Charles W. Ergen | $— | $— | $— | $— | $— | | Hamid Akhavan | $301,002 | $— | $28,087 | $— | $329,089 | | John W. Swieringa | $— | $— | $— | $— | $— | | Paul W. Orban | $— | $— | $— | $— | $— | | Dean A. Manson | $— | $— | $64,458 | $— | $925,425 | | Paul Gaske | $— | $— | $72,348 | $— | $624,878 |
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. |
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). The table below provides the estimated benefits that would have been provided to our NEOs assuming the NEO’s employment had been terminated by the Company or the surviving entity other than for cause on December 31, 2025 upon the occurrence of a change in control using the per-share value of Common Shares as of December 31, 2025.
Potential Payments upon Termination or Following a Change in Control
| | Maximum | | | Value of | | | Accelerated | | | Vesting of | | Name | Options | | Charles W. Ergen (1) | $— | | Hamid Akhavan (2) | $38,944,735 | | John W. Swieringa (2) | $20,330,297 | | Paul W. Orban (2) | $12,957,345 | | Dean A. Manson (2) | $8,171,722 | | Paul Gaske (2) | $3,825,029 |
Potential Payments upon Termination or Following a Change in Control
| (1) Assuming a change in control were to have taken place as of December 31, 2025, and Mr. Ergen was terminated by EchoStar or the surviving entity at such date, the value of potentially accelerated unvested options for Mr. Ergen would be zero because Mr. Ergen did not have any non-performance based unvested stock options. |
Potential Payments upon Termination or Following a Change in Control
| (2) Amount represents the value of non-performance based options that vest assuming a change in control were to have taken place as of December 31, 2025, and these executives were terminated other than for cause by EchoStar or the surviving entity at such date. |