DEF 14A of EchoStar CORP, Mar 21, 2025

DEF 14A of EchoStar CORP

Filed Mar 21, 2025 · FY20240001558370-25-003470

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 | 72 | 2007 | Chairman | | Cantey M. Ergen | 69 | 2023 | Director and Senior Advisor | | Kathleen Q. Abernathy | 68 | 2023 | Director | | Hamid Akhavan | 63 | 2023 | Director, President and Chief Executive Officer | | George R. Brokaw | 57 | 2023 | Director | | Stephen J. Bye | 57 | 2023 | Director | | James DeFranco | 72 | 2023 | Director and Executive Vice President | | R. Stanton Dodge | 57 | 2009 | Director | | Lisa W. Hershman | 61 | 2021 | Director | | Tom A. Ortolf | 74 | 2023 | Director | | William D. Wade | 68 | 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 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 and her service to DISH in a multitude of roles over the years. Kathleen Q. Abernathy. Ms. Abernathy joined the Board in December 2023 effective with the Merger. Ms. Abernathy is a member of our Compensation Committee and Nominating and Governance Committee and serves as the Chair of our Compensation 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. Mr. Browkaw 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. 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.

  5. Nominees

    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. 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. 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 and Audit Committee. In December 2024, Ms. Hershman was named as Indiana’s Secretary of Management and Budget, where she serves as both the chief financial officer and the chief operating officer of the state, overseeing Indiana’s budget, financial management, and business and administrative operations. 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. 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

    | | | | | | 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 | $80,000 | $— | $40,380 | $— | $— | $— | $120,380 | | George R. Brokaw | $81,500 | $— | $40,380 | $— | $— | $— | $121,880 | | Stephen J. Bye | $68,000 | $— | $40,380 | $— | $— | $— | $108,380 | | R. Stanton Dodge | $80,000 | $— | $40,380 | $— | $— | $— | $120,380 | | Lisa W. Hershman | $75,500 | $— | $40,380 | $— | $— | $— | $115,880 | | Tom A. Ortolf | $69,500 | $— | $40,380 | $— | $— | $— | $109,880 | | William D. Wade | $75,500 | $— | $40,380 | $— | $— | $— | $115,880 |

  8. Other Information about Our Board of Directors

    Other Information about Our Board of Directors

  9. 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, Mr. Akhavan. For 2024, our last completed fiscal year, the median of the annual total compensation of our employees (other than our Chief Executive Officer) was $85,048; and the annual total compensation of our Chief Executive Officer was $8,927,865 (See “Summary Compensation Table” below). 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 105 to 1 for 2024. 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, 2024. 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 2024. As of December 31, 2024, our total employee population consisted of 13,670 individuals, with 1,723 of our employees being located in foreign countries. Approximately 87% of our employees were located in the United States, 8% were located in India, and 5% 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 13,002 individuals as of December 31, 2024. 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 | | | | | | PEO - Akhavan | | PEO - Dugan | | Non-PEO NEOs | | $100 Investment Based On: | | | | | | | | | | Average | | | Peer Group | | Company- | | | Summary | Compensation | Summary | | Summary | Average | Total | Total | | Selected | | | Compensation | Actually | Compensation | Compensation | Compensation | Compensation | Shareholder | Shareholder | | Measure - | | Year | 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) | | | 2024 | $8,927,865 | $16,709,964 | $— | $— | $3,243,199 | $5,569,762 | $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 | $15,228,135 | $11,295,035 | $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 | | 2020 | $— | $— | $1,877,524 | $1,349,444 | $1,329,786 | $686,244 | $48.92 | $106.40 | $(51.9) | $1,887.9 |

  12. PAY VERSUS PERFORMANCE

    | (1) For 2024 and 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. |

  13. 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. |

  14. PAY VERSUS PERFORMANCE

    | (3) 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, 2021, and 2020, our non-CEO NEOs consisted of Messrs. Johnson, Kaul, Manson and Rayner. |

  15. 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, 2019, as of December 31 in each of 2024, 2023, 2022, 2021 and 2020, assuming reinvestment of all dividends. |

  16. 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. As a result of the merger between EchoStar and DISH Network, we updated our peer group for 2024. The peer group used by the Company during 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 and 2020 consisted of those companies, plus Intelsat S.A. Intelsat S.A. was removed from the peer group because |

  17. PAY VERSUS PERFORMANCE

    it emerged from U.S. bankruptcy proceedings in February 2022 as a private company. Using the 2021 and 2020 peer group, TSR would have been $62.81 in 2020, $68.21 in 2021 and $50.11 in 2022. Using the 2023 peer group, TSR would have been $65.29 in 2020, $71.10 in 2021, $54.36 in 2022, $49.55 in 2023 and $22.91 in 2024.

  18. PAY VERSUS PERFORMANCE

    | (6) The Company-Selected Measure for 2024 and prior years was Revenue, which is defined as Company total revenue. |

  19. PAY VERSUS PERFORMANCE

    | | Mr. Akhavan | | | Mr. Dugan | | | | Adjustments to Determine CAP for PEOs | 2024 | 2023 | 2022 | 2022 | 2021 | 2020 | | Deduction for amounts reported under the “Stock Awards” column in the SCT | (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 | 6,026,318 | $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 | 4,875,699 | $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 | 1,240,611 | $622,716 | $— | $(83,360) | $161,100 | $(434,400) | | Deduction of fair value of awards granted prior to covered year that were forfeited during covered year | - | $(834,000) | $— | $(44,720) | $42,420 | $(93,680) | | Total Adjustments | $7,782,100 | $39,779 | $(3,933,100) | $(128,080) | $203,520 | $(528,080) |

  20. PAY VERSUS PERFORMANCE

    | Adjustments to Determine CAP for Non-PEO NEOs | 2024 | 2023 | 2022 | 2021 | 2020 | | Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation Table | $(290,700) | $— | $— | $— | $— | | Deduction for amounts reported under the “Option Awards” column in the Summary Compensation Table | $(792,505) | $— | $(869,344) | $— | $— | | Increase for fair value of awards granted during year that remain outstanding as of covered year end (Options) | $1,266,016 | $— | $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 | $2,053,195 | $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 | $90,557 | $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) | $— | $— | | Total Adjustments | $2,326,563 | $60,469 | $(631,110) | $216,814 | $(643,542) |

  21. 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 Network 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.

  22. Compensation Actually Paid and Company TSR

    Compensation Actually Paid and Company TSR

  23. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income

  24. Compensation Actually Paid and Revenue

    Compensation Actually Paid and Revenue

  25. 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 |

  26. 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. |

  27. Overall Executive Compensation Program Objectives and Policies

    | ● | all our NEOs are at-will employees without employment agreements, other than Messrs. Akhavan and Swieringa; |

  28. 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; |

  29. Overall Executive Compensation Program Objectives and Policies

    | ● | our NEOs are not entitled to cash severance; |

  30. 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; |

  31. 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; |

  32. Implementation of Executive Compensation Program Objectives and Policies

    | ● | a nonqualified deferred compensation plan; and |

  33. 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 the Chairman. 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 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 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 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 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 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, 2024, there were: (i) outstanding options to purchase approximately 13.6 million of our Class A Shares under our Stock Incentive Plans; (ii) approximately 91 thousand outstanding restricted stock units; and (iii) approximately 21.7 million of our Class A Shares remaining available for issuance under our Stock Incentive Plans. Our outstanding option awards generally vest at the rate of 20% per year commencing one year from the date of grant. Class B Chairman Stock Option Plan

  34. 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. In connection with the closing of the Merger, participation in the ESPP was suspended beginning with the fourth quarter of 2023 and continuing during the first quarter of 2024. Participation in the plan resumed during the second quarter of 2024 and was expanded to include DISH 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 Officer Bonus Incentive Plan. The Executive Officer Bonus Incentive Plan 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 Executive Officer Bonus Incentive Plan is limited to our executive officers. Under the Executive Officer Bonus Incentive Plan, 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 established by the Compensation Committee for each fiscal year from among those set forth in the Executive Officer Bonus Incentive Plan. For each participant in 2024, 80% of the payout target is based on the achievement of company-wide performance metrics, and the remaining 20% of the payout target is 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 Executive Officer Bonus Incentive Plan 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 and Manson were eligible to receive, and did receive, short-term cash incentive payments for 2024 pursuant to the Executive Officer Bonus Incentive Plan. 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 2024. 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 DISH 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 brings to DISH Network and the continued importance of Mr. Ergen’s role as the individual who identifies strategic priorities and leads the execution of DISH Network’s long-term strategy, including, without limitation, its wireless business, which is expected to drive long-term value for DISH Network and its shareholders. In an effort to further incentivize Mr. Ergen’s continued long-term performance, the DISH compensation committee designed the 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.

  35. 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 Compensation Committee. No additional price targets were achieved during 2024. 2019 Long-Term Incentive Plan In connection with the closing of the DISH 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 DISH merger, we assumed DISH Network’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:

  36. 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. |

  37. Implementation of Executive Compensation Program Objectives and Policies

    The Cumulative Free Cash Flow Goals will be achieved if the Corporation 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 the Corporation 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 the Corporation 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 2024. 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 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”). The period for achievement of the 2022 Incentive Plan Transition Goals expire September 30, 2025.

  38. 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% |

  39. Implementation of Executive Compensation Program Objectives and Policies

    | (1) The payout percentage for our executive vice presidents focusing on our wireless business is equal to 100% of their respective base salaries per goal, except for the 30 million Wireless Subscribers goal, which is paid out at 50% of the respective base salary. |

  40. Implementation of Executive Compensation Program Objectives and Policies

    401(k) Plan We sponsor the DISH Network 401(k) Employee Savings Plan (the “DISH Network 401(k) Plan”) and the EchoStar 401(k) Employee Savings Plan (the “EchoStar 401(k) Plan”) (collectively referred to as the “401(k) Plans”) 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 EchoStar 401(k) Plan are immediately eligible for participation in the 401(k) Plan upon the commencement of their employment. Employees participating in the DISH Network 401(k) Plan are eligible for participation in the 401(k) Plan upon completing ninety (90) days of service and reaching age 19. 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) Plans may be matched 50% by the Corporation, subject to a maximum annual contribution of $7,500 per employee participating in the EchoStar 401(k) Plan and $5,000 per employee participating in the DISH Network 401(k) Plan. In addition, we may make an annual discretionary contribution to the 401(k) Plan in cash or our stock. 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 2024, Mr. Manson is the only NEO who contributed to the Nonqualified Plan. Akhavan Letter Agreement 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 “Akhavan 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 Akhavan 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 Akhavan Letter Agreement does not provide for any other severance payments or benefits. 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. Swierenga’s eligibility to receive a one-time performance based cash award of up to $200,000. The Swierenga 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, 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 2024, Messrs. Akhavan and Ergen used our corporate aircraft for personal use. In 2024, Mr. Ergen received 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.

  41. 2024 Executive Compensation

    2024 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 2024 Base Salary of President and Chief Executive Officer. 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. 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, reflecting the significant expansion of his duties and responsibilities as President and Chief Executive Officer of the merged company. 2024 Base Salary of Chairman. Mr. Ergen’s annual base salary for 2024 was determined based on a review by the Compensation Committee of the expected annual base salaries in 2024 of each of the Corporation’s other NEOs. The Compensation Committee did not increase Mr. Ergen’s salary in 2024. 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. 2024 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 2024. 2024 Short-Term Cash Incentive Compensation President and Chief Executive Officer. 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 $2,500,000 based upon the achievement of certain specified business objectives. For 2024, the Compensation Committee awarded Mr. Akhavan $2,000,000 under our Executive Officer Bonus Incentive Plan that will be paid in 2025. No short-term cash incentives were paid to Mr. Ergen for 2024. 2024 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 transaction between the Company and DISH 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, 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. No equity incentives were awarded to Mr. Ergen for 2024. Compensation of Other Named Executive Officers 2024 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 2024 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 2023; (b) the NEO’s performance in 2023; 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 the existing base salaries of each of Messrs. Orban and Manson were already within the range of market compensation in light of EchoStar’s practices with respect to annual base salaries and therefore an increase over 2023 annual base salary was not necessary. The Compensation Committee reviewed, discussed and recommended, and the Board of Directors accepted, Mr. Akhavan’s recommendations with respect to the 2024 base salaries for each of these NEOs. Mr. Swieringa’s base salary was set by his letter agreement with the Company. 2024 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 2024. 2024 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 Chairman and the President and Chief Executive Officer, is made by the Compensation Committee primarily on the basis of Mr. Akhavan’s recommendations. For 2024, 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 2024, and 20% based on management effectiveness and individual executive performance in 2024. Mr. Akhavan recommended, and the Compensation Committee reviewed, discussed, and determined, payout targets and performance metrics for 2024 for the payment of short-term cash incentive awards under our Executive Officer Bonus Incentive Plan for each eligible NEO. Mr. Akhavan and the Compensation Committee determined whether and to what extent the applicable performance metrics were met for each eligible NEOs for 2024, and the amount of the cash incentive award for 2024 paid under the Executive Officer Bonus Incentive Plan to each of our eligible NEOs. Based on the recommendations of Mr. Akhavan, the Compensation Committee approved the following 2024 payout targets, performance metrics, and short-term cash incentive awards under our Executive Officer Bonus Incentive Plan:

  42. 2024 Executive Compensation

    | NEO | 2024 Payout Target | 2024 Performance Metrics | 2024 Incentive Award Payment | | Dean A. 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. | $483,894 |

  43. 2024 Executive Compensation

    2024 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 the President and Chief Executive Officer’s subjective 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. 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.

  44. 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.

  45. 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, 2024, 2023 and 2022 during which he served as a NEO.

  46. Summary Compensation Table

    | | | | | | | 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 | 2024 | $1,000,000 | $— | $— | $— | $— | $— | $3,098,981(5) | $4,098,981 | | Chairman | | | | | | | | | | | Hamid Akhavan | 2024 | $2,471,168 | $— | $4,360,528 | $— | $2,000,000 | $— | $96,169 | $8,927,865 | | President and | 2023 | $1,000,002 | $— | $— | $5,312,980 | $759,000 | $— | $118,980 | $7,190,962 | | Chief Executive Officer | 2022 | $738,463 | $— | $7,563,000 | $6,134,800 | $750,000 | $— | $41,872 | $15,228,135 | | John W. Swieringa | 2024 | $1,000,000 | $— | $1,162,800 | $1,809,107 | $1,000,000 | $— | $5,210 | $4,977,117 | | President, Technology and | | | | | | | | | | | Chief Operating Officer | | | | | | | | | | | Paul W. Orban | 2024 | $650,000 | $— | $— | $1,012,892 | $650,000 | $— | $5,520 | $2,318,412 | | Executive Vice President and | | | | | | | | | | | Chief Financial Officer, DISH | | | | | | | | | | | Dean A. Manson | 2024 | $667,451 | $— | $— | $348,020 | $483,894 | $69,131 | $9,790 | $1,578,286 | | Chief Legal Officer and Secretary | 2023 | $662,215 | $— | $— | $— | $433,836 | $93,090 | $14,290 | $1,203,431 | | | 2022 | $635,084 | $— | $— | $927,300 | $453,600 | $— | $15,290 | $2,031,274 |

  47. 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, 2024 included in the Corporation’s Annual Reports on Form 10-K filed with the SEC on February 27, 2025. |

  48. Summary Compensation Table

    | (2) Under our Executive Officer Bonus Incentive Plan, for 2024, 2023 and 2022, Messrs. Akhavan, and Manson were eligible to receive, and did receive, short-term cash incentive payments. For 2024, these short-term cash incentive payments equaled approximately 80.0% and 72.5%, of the respective payout targets under our Executive Officer Bonus Incentive Plan for Messrs. Akhavan and Manson. For 2023, these short-term cash incentive payments equaled approximately 75.9% and 65%, of the respective payout targets under our Executive Officer Bonus Incentive Plan for Messrs. Akhavan and Manson. 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. |

  49. 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. |

  50. 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 and imputed income related to group term life insurance. Mr. Akhavan’s “All Other Compensation for 2024, 2023 and 2022 also includes $77,708, $104,000 and $32,658, 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, 2024. |

  51. Summary Compensation Table

    | (5) Mr. Ergen’s “All Other Compensation” for 2024 also includes amounts for tax preparation services and $2,882,331 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, 2024. We calculated the value of personal use of corporate aircraft based upon the incremental cost of such usage to the Corporation. |

  52. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides information on 2024 awards granted to our NEOs.

  53. 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 | — | — | $— | $— | $— | — | — | — | — | — | $— | $— | | Hamid Akhavan | 01/01/2024 | 10/01/2023 | $— | $— | $— | — | — | — | 263,158 | — | $— | $4,360,528 | | | 04/01/2024(1) | 02/23/2024 | $— | $2,500,000 | $3,250,000 | — | — | — | — | 490,000 | $14.04 | $— | | John W. Swieringa | 01/01/2024 | 08/07/2023 | $— | $— | $— | — | — | — | 70,175 | 175,439 | $14.04 | $2,367,417 | | | 04/01/2024(1) | 02/23/2024 | $— | $— | $— | — | — | 17,543 | — | 158,947 | $14.04 | $604,490 | | Paul W. Orban | 04/01/2024 | 03/28/2024 | $— | $— | $— | — | — | — | — | 100,000 | $14.04 | $607,850 | | | 04/01/2024(1) | 02/23/2024 | $— | $— | $— | — | — | 7,017 | — | 109,239 | $14.04 | $405,042 | | Dean A. Manson | 04/01/2024(1) | 02/23/2024 | $— | $667,440 | $867,672 | — | — | — | — | 188,331 | $14.04 | $348,020 |

  54. Grants of Plan-Based Awards

    | (1) 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. |

  55. Grants of Plan-Based Awards

    | (2) These amounts reflect threshold, target, and maximum payout amounts for 2024 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 2024 under our Executive Officer Bonus Incentive Plan. |

  56. 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, 2024 included in the Corporation’s Annual Reports on Form 10-K filed with the SEC on February 27, 2025. |

  57. 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, 2024.

  58. 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 | 467,836 | — | $16.57 | 12/31/2033 | — | $— | | | 163,332 | 326,668 | — | $14.04 | 04/01/2034(5) | — | $— | | John W. Swieringa | — | — | — | $— | — | 21,053 | $482,114 | | | — | — | 21,052 | $165.11 | 01/01/2027 | — | $— | | | — | — | 7,717 | $57.01 | 07/22/2032 | — | $— | | | — | 175,439 | — | $16.57 | 01/01/2034 | 70,175 | $1,607,008 | | | 48,176 | 122,467 | 5,847 | $14.04 | 04/01/2034(5) | — | $— | | Paul W. Orban | — | — | 10,526 | $165.11 | 01/01/2027 | — | $— | | | — | — | 11,810 | $57.01 | 07/22/2032 | — | $— | | | 26,702 | 187,215 | 2,339 | $14.04 | 04/01/2034(5) | — | $— | | Dean A. Manson | 52,932 | 135,399 | — | $14.04 | 04/01/2034(5) | — | $— |

  59. Outstanding Equity Awards at Fiscal Year-End

    | (1) For Mr. Akhavan, all option awards that were not fully vested as of December 31, 2024, 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. |

  60. Outstanding Equity Awards at Fiscal Year-End

    | (2) Awards granted under Stock Incentive Plans generally vest at the rate of 20% per year commencing one year from the date of grant. |

  61. 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. |

  62. Outstanding Equity Awards at Fiscal Year-End

    | (4) Amount represents the number of unvested, performance-based restricted stock units multiplied by $22.90, the closing market price of the Company’s Class A Shares on December 30, 2024. |

  63. 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. |

  64. Outstanding Equity Awards at Fiscal Year-End

    | (6) Restricted stock awarded on January 1, 2022 under DISH Network’s Stock Incentive Plans. |

  65. 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, 2024.

  66. 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 | — | $— | 413 | $5,576 | | Hamid Akhavan | — | $— | 263,158 | $6,026,318 | | John W. Swieringa | — | $— | 7,276 | $98,226 | | Paul W. Orban | — | $— | 190 | $2,565 | | Dean A. Manson | — | $— | — | $— |

  67. 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. |

  68. 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, 2024.

  69. Nonqualified Deferred Compensation

    | | Executive | Registrant | Aggregate | Aggregate | Aggregate | | | Contributions in | Contributions in | Earnings in | Withdrawals/ | Balance at | | Name | 2024 | 2024 | 2024 | Distributions | 12/31/24 | | Charles W. Ergen | $— | $— | $— | $— | $— | | Hamid Akhavan | $— | $— | $— | $— | $— | | John W. Swieringa | $— | $— | $— | $— | $— | | Paul W. Orban | $— | $— | $— | $— | $— | | Dean A. Manson | $60,716 | $— | $69,131 | $— | $860,967 |

  70. 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. |

  71. 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 or due to constructive termination, then (i) any outstanding annual RSU award relating to the year in which such termination occurs will fully vest and (ii) a portion of any outstanding sign-on option award will vest based on the date of such termination. 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, 2024 upon the occurrence of a change in control using the per-share value of Common Shares as of December 31, 2024.

  72. 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) | $5,855,680 | | John W. Swieringa (2) | $2,195,586 | | Paul W. Orban (2) | $1,658,725 | | Dean A. Manson (2) | $1,199,635 |

  73. 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, 2024, 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 all non-performance based unvested stock options held by Mr. Ergen were out-of-the-money using the December 31, 2024 stock value of $22.90. |

  74. 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, 2024, and these executives were terminated other than for cause by EchoStar or the surviving entity at such date. |