Charles W. Ergen
EchoStarAbout Charles W. Ergen
EchoStar co‑founder and controlling shareholder; Executive Chairman since November 2009 (director since formation in 2007). Age 72. Former EchoStar CEO (2007–2009) and former DISH Network CEO (2015–2017). Currently Chairman of CONX Corp. (since August 2020). EchoStar maintains a separated leadership structure with Ergen as Chairman and Hamid Akhavan as CEO. Company performance context: 2024 revenue was $15,825.5 million (merged EchoStar/DISH), with 2020–2023 revenue in the $1.76–$2.00 billion range pre‑merger; 2024 net income was $(124.5) million. Company TSR value of a $100 investment made 12/31/2019 was $52.84 at 12/31/2024. EchoStar’s pay-versus-performance “most important” measures include Free Cash Flow, Revenue, Subscribers, and NACM.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| EchoStar | Chief Executive Officer | 2007–2009 | Led the company at formation; transitioned to Executive Chairman in 2009. |
| DISH Network | Chief Executive Officer | 2015–2017 | Oversaw operations and strategic initiatives at DISH. |
| DISH Network | Chairman of the Board (since formation) | Ongoing | Long‑tenured governance and strategic leadership. |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| CONX Corp. | Chairman of the Board | Since Aug 2020 | External public company oversight; potential related‑party considerations. |
Fixed Compensation
| Year | Base salary ($) | Target bonus (%) | Actual bonus ($) | Perquisites/Other ($) | Notes |
|---|---|---|---|---|---|
| 2024 | 1,000,000 | Not disclosed | 0 | 3,098,981 | Includes personal use of corporate aircraft ($2,882,331) and tax preparation services; no separate board fees as an employee director. |
Performance Compensation
Long‑term equity (Ergen 2020 Performance Award – assumed at merger)
| Tranche | Stock price target ($) | Percent of award | Status |
|---|---|---|---|
| 1 | 98.72 | 10% | Achieved/vested in 2021 (part of 877,192 options vested). |
| 2 | 123.40 | 10% | Achieved/vested in 2021 (part of 877,192 options vested). |
| 3 | 154.24 | 10% | Not achieved as of 2024. |
| 4 | 192.80 | 10% | Not achieved as of 2024. |
| 5 | 241.00 | 10% | Not achieved as of 2024. |
| 6 | 301.27 | 10% | Not achieved as of 2024. |
| 7 | 376.57 | 10% | Not achieved as of 2024. |
| 8 | 470.71 | 10% | Not achieved as of 2024. |
| 9 | 588.41 | 10% | Not achieved as of 2024. |
| 10 | 735.50 | 10% | Not achieved as of 2024. |
- Grant date/exercise price/term: Granted Nov 6, 2020; exercise price $78.98; expires Feb 6, 2031; vesting based on 30‑day average price relative to targets; post‑exercise holding requirement: longer of five years from grant or one year post‑exercise; no additional tranches vested in 2024.
Short‑term incentive (STI)
| Year | Plan participation | Metric framework | Payout |
|---|---|---|---|
| 2024 | No STI paid | Company uses executive bonus plan centered 80% on corporate metrics and 20% on individual, but no short‑term cash incentive was paid to Ergen for 2024. |
Equity Ownership & Alignment
Beneficial ownership and control
| Item | Amount |
|---|---|
| Class A shares beneficially owned | 148,810,778 (51.7% of Class A) |
| Class B shares beneficially owned | 131,348,468 (each Class B has 10 votes; convertible 1:1 into Class A) |
| Total voting power (pre‑support agreement) | ~90.6% |
| Effective voting power (3‑year support agreement post‑merger) | ~89.6% (Ergen and related holders agreed not to vote Class A for 3 years where Class B cannot vote) |
- Ownership structure includes direct holdings, options exercisable within 60 days (1,497,478 Class A), family trusts and Telluray Holdings entities; spouse Cantey M. Ergen also a significant holder and trustee of various GRATs.
Outstanding equity awards (12/31/2024)
| Grant/Type | Exercisable (#) | Unexercisable (#) | Exercise price ($) | Expiration |
|---|---|---|---|---|
| Stock options | — | 21,052 | 165.11 | 01/01/2027 |
| Stock options | 575,373 | — | 49.49 | 04/01/2027 |
| Stock options | 44,913 | 7,717 | 100.95 | 10/01/2028 |
| 2020 Performance Award options | 877,192 | 3,508,770 | 78.98 | 02/06/2031 |
- Hedging/pledging: Company policy prohibits hedging and pledging of Company stock by directors and officers (including margin accounts).
Employment Terms
| Element | Terms |
|---|---|
| Employment agreement | None (NEOs generally have no employment contracts; exceptions are CEO and Swieringa) |
| Severance | None; no cash severance upon termination or change of control for NEOs |
| Equity acceleration (standard NEO awards) | Double‑trigger vesting upon termination without cause (or similar) within 24 months post‑change of control; no benefits triggered solely by change of control or solely by termination |
| 12/31/2024 theoretical CIC vesting value | $0 for Ergen given options out‑of‑the‑money at $22.90 |
| Non‑compete / non‑solicit | Not disclosed |
Performance & Track Record
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Revenue ($ millions) | 1,887.9 | 1,985.7 | 1,998.1 | 1,755.6 | 15,825.5 |
| Net income ($ millions) | (51.9) | 62.7 | 166.5 | (496.1) | (124.5) |
| Company TSR (value of $100 invested 12/31/2019) | 48.92 | 60.83 | 38.50 | 38.24 | 52.84 |
Notes: 2024 figures reflect EchoStar+DISH post‑merger scale; earlier years reflect pre‑merger EchoStar.
Board Governance
- Role/tenure: Director since 2007; Executive Chairman since 2009; Board currently separates Chairman (Ergen) and CEO (Akhavan).
- Controlled company: Ergen and related entities control ~90.5% voting power; EchoStar is a “controlled company” under Nasdaq (exempt from majority‑independent board and certain committee composition requirements), though Audit, Compensation, and Nominating Committees are comprised entirely of independent directors.
- Committees and independence: Compensation (Abernathy, Brokaw, Dodge, Hershman; all independent), Audit (Brokaw—Chair/financial expert, Hershman, Ortolf, Wade; all independent), Nominating (Dodge—Chair, Abernathy, Ortolf, Wade; all independent).
- Attendance: Board held 12 meetings in 2024; all directors attended ≥75% of aggregate Board and committee meetings; all eleven directors attended the 2024 annual meeting.
- Board service history (excerpt): Ergen first became director in 2007; nominee age 72 in 2025 proxy.
Director Service, Compensation, and Dual‑Role Implications
- Board service history: Chairman since 2007 formation; Executive Chairman since 2009.
- Committee roles: Ergen does not serve on audit/compensation/nominating committees; compensation for the Chairman is set by the independent Compensation Committee.
- Director pay: As an employee director, Ergen receives no additional director compensation.
- Dual‑role/independence considerations: Although roles of Chairman/CEO are separated, Ergen’s controlling voting position and Executive Chairman status centralize influence; EchoStar’s “controlled company” status reduces certain Nasdaq independence requirements.
Related Party Transactions and Governance Flags
- CONX transaction: On May 1, 2024, a subsidiary sold DISH Wireless HQ real estate to CONX (beneficially owned by Ergen) for $26.75 million (net of deferred tax) and leased it back for 10 years; $2 million rent paid in 2024.
- Family employment/perqs: Spouse Cantey M. Ergen served as Senior Advisor and director (paid ~$100,000 in 2024); daughter and son‑in‑law employed with equity awards; Ergen personal aircraft use cost $2,882,331 in 2024.
- Insider trading/pledging: Hedging and pledging of Company stock are prohibited.
- Section 16 compliance: No known delinquencies in 2024.
Compensation Structure Analysis
- Pay mix: Ergen received salary and perquisites in 2024; no STI payout and no new equity grants from EchoStar; long‑term incentive exposure primarily via the 2020 stock‑price‑based performance option assumed at merger.
- Philosophy/benchmarking: EchoStar states overall compensation tends to lag peers on base, severance and short‑term incentives; competitive over time in equity; no compensation consultant retained in the last fiscal year (EchoStar), though DISH retained Compensia for the 2020 Ergen award design.
- Clawback/tax gross‑ups: Company highlights no tax gross‑ups for NEOs; no defined benefit or retiree medical benefits; limited perquisites; anti‑hedging/pledging.
- Equity award practices: Most awards vest 20% per year; executive grants generally priced at or above fair market value; no practice of timing grants around MNPI.
Say‑on‑Pay & Shareholder Feedback
- April 2023 Say‑on‑Pay: >98% approval; Board decided to continue advisory vote every three years.
Investment Implications
- Alignment and control: Ergen’s significant personal exposure to equity value (including performance‑priced options) plus prohibitions on hedging/pledging align him with long‑term shareholders; however, ~90% voting control (effective ~89.6% under the support agreement) concentrates governance power and can override minority preferences.
- Incentive signals: The 2020 performance award requires exceptionally high sustained stock prices (up to $735.50) to vest remaining tranches, indicating high return hurdles; no 2024 tranche vesting occurred.
- Liquidity/selling pressure: Post‑exercise holding requirements on the 2020 award and anti‑pledging reduce forced‑sale risk; Ergen did not receive new equity in 2024 and no STI payout, limiting near‑term selling catalysts tied to 2024 compensation.
- Governance and related‑party risk: The CONX sale‑leaseback, family employment, and substantial perquisite usage (aircraft) warrant monitoring; committee structures remain independent despite “controlled company” status.
- Execution risk: 2024 financials reflect post‑merger scale but still show net loss; pay‑versus‑performance priorities emphasize free cash flow, revenue, and subscriber growth, underscoring the need for operating turnaround in wireless and Pay TV to drive option value realization.