Dean A. Manson
EchoStarAbout Dean A. Manson
Dean A. Manson is Chief Legal Officer and Secretary of EchoStar (SATS), serving since November 2011 and responsible for all legal affairs; prior to the DISH merger, he also oversaw government affairs, information security, and internal audit, after joining Hughes Network Systems in 2000 and becoming its General Counsel in 2004. Before Hughes, he practiced at Milbank, Tweed, Hadley & McCloy LLP focusing on international project finance and corporate transactions; EchoStar’s 2024 proxy lists his age as 57 at that time . Pay-versus-performance disclosures show company revenue of $1,755.6 million in 2023 rising to $15,825.5 million in 2024 post-merger, and total shareholder return (TSR) increasing from $38.24 to $52.84 over the same period .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| EchoStar Corporation | Chief Legal Officer & Secretary | Nov 2011–present | Leads legal affairs; had added oversight of government affairs, information security, and internal audit before merger . |
| Hughes Network Systems, LLC | General Counsel | Appointed 2004 (joined 2000) | Led legal for Hughes; built foundation for later corporate legal leadership . |
| Milbank, Tweed, Hadley & McCloy LLP | Attorney (Project Finance/Corporate) | Pre-2000 | Structured cross-border financings and corporate transactions . |
External Roles
No external board roles or committee positions are disclosed for Mr. Manson in the company’s proxies .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $635,084 | $662,215 | $667,451 |
| Target Bonus % of Salary | Not disclosed | 100% | 100% |
| Target Bonus ($) | Not disclosed | $667,440 | $667,440 |
| Actual Bonus Paid ($, Non-Equity Incentive) | $453,600 | $433,836 | $483,894 |
| Payout as % of Target | Not disclosed | ~65% | ~72.5% |
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Short-term cash (Executive Officer Bonus Incentive Plan) | Combination of financial/operational metrics and management effectiveness | 80% company / 20% individual | $667,440 | $483,894 | ~72.5% of target | Cash—no vesting |
| Stock options (April 1, 2024 grant) | Time-based (standard EchoStar practice) | n/a | 188,331 options | Grant-date FV $348,020 | n/a | Generally 20% per year; $14.04 strike; expires 04/01/2034 |
Key plan features and metrics used for NEOs include Free Cash Flow, Revenue, Pay TV/Wireless Subscribers, and the North America Consumer Creation Multiple . Anti-hedging and anti-pledging policies apply to all officers and directors .
Equity Ownership & Alignment
| Ownership Metric | Value |
|---|---|
| Total beneficial ownership (Class A), shares | 109,972 (includes options exercisable within 60 days) |
| Ownership % of Class A | <1% |
| Direct shares | 2,322 |
| Shares in 401(k) | 1,019 |
| Options counted in beneficial ownership (exercisable within 60 days) | 106,631 |
| Options outstanding (exercisable) | 52,932 @ $14.04, exp. 04/01/2034 |
| Options outstanding (unexercisable) | 135,399 @ $14.04, exp. 04/01/2034 |
| Pledged shares | No pledging permitted under policy; no pledging disclosed for Manson |
| Change-in-control (CIC) accelerated vesting value (if terminated other than for cause within 24 months post-CIC) | $1,199,635 (non-performance options) as of 12/31/2024 |
Ownership policy notes: Company insider trading policy prohibits hedging and pledging of Company stock; trades limited to open windows or 10b5‑1 plans for senior personnel .
Employment Terms
| Term | Disclosure |
|---|---|
| Employment agreement | None; EchoStar states NEOs have no employment agreements (except CEO Akhavan and President Swieringa) . |
| Role start date/tenure | CLO & Secretary since November 2011 . |
| Severance | No cash severance provisions for NEOs; equity typically has double-trigger acceleration (CIC plus termination other than for cause within 24 months) . |
| CIC treatment | Equity vests if terminated other than for cause within 24 months post-CIC; standard double-trigger; value estimate shown above . |
| Clawbacks | Not specifically disclosed in proxies. |
| Hedging/pledging | Prohibited for directors/officers/employees . |
| Deferred compensation | 2024: Contribution $60,716; earnings $69,131; balance $860,967 . |
| 401(k) | Corporate matching available; standard plan terms apply; officer participates on same terms as employees . |
Multi‑Year Compensation Summary (Reported)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $635,084 | $662,215 | $667,451 |
| Stock awards ($) | — | — | — |
| Option awards ($) | $927,300 | — | $348,020 |
| Non‑equity incentive ($) | $453,600 | $433,836 | $483,894 |
| Deferred comp earnings ($) | — | $93,090 | $69,131 |
| All other compensation ($) | $15,290 | $14,290 | $9,790 |
| Total ($) | $2,031,274 | $1,203,431 | $1,578,286 |
Company Performance Context
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Revenue ($USD Millions) | $1,985.7 | $1,998.1 | $1,755.6 | $15,825.5 (post‑merger) |
| TSR ($ value of $100 investment) | $60.83 | $38.50 | $38.24 | $52.84 |
Notes: Peer group was updated in 2024 to large U.S. telecoms (AT&T, Charter, Comcast, T‑Mobile, Verizon, Viasat) versus prior satellite peers; revenue is the company‑selected performance measure in pay‑versus‑performance disclosures . Say‑on‑pay support was >98% in April 2023 .
Investment Implications
- Pay‑for‑performance alignment appears reasonable: Manson’s 2024 cash incentive paid ~72.5% of target, consistent with plan mechanics (80% corporate/20% individual metrics) and a significant change in corporate scope post‑merger; equity grants were time‑vested options rather than discretionary RSUs .
- Retention risk looks moderate: large unvested option balance (135,399 unexercisable) with long‑dated expiry (2034) supports retention; CIC provisions are double‑trigger only, with no cash severance .
- Trading‑signal pressure from insider activity is limited by policy: hedging and pledging are prohibited; no pledging is disclosed for Manson; however, EchoStar is a “controlled company,” and compensation decisions place substantial weight on the Chairman’s recommendations, a governance consideration for investors .
Additional notes: No employment agreement, tax gross‑ups, or long‑term cash incentives disclosed; compensation peer group shifted post‑merger; key program metrics emphasize revenue and free cash flow .