George R. Brokaw
EchoStarAbout George R. Brokaw
Independent director at EchoStar (SATS), age 57, first became a director in 2023 following the DISH merger; he serves as Audit Committee Chair and designated audit committee financial expert, and is a member of the Compensation Committee . Background includes Managing Director roles at Highbridge Principal Strategies (Growth Equity), Perry Capital (Head of Private Equity), and Lazard Frères (M&A), with a B.A. from Yale and J.D./M.B.A. from the University of Virginia; member of the New York Bar . The Board has determined he meets NASDAQ/SEC independence requirements .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Highbridge Principal Strategies (Highbridge Growth Equity Fund) | Managing Director | Not disclosed | Financial expertise |
| Perry Capital, L.L.C. | Managing Director; Head of Private Equity | Not disclosed | Private equity leadership |
| Lazard Frères & Co. LLC | Managing Director, M&A | Not disclosed | Transaction execution |
| DISH Network | Director; Chair of Compensation Committee; member Audit/Nominating | 2013–2023 | Compensation oversight; governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alico, Inc. | Chairman of the Board | Current | Board leadership |
| CTO Realty Growth, Inc. | Vice Chairman of the Board | Current | Board leadership |
Board Governance
- Committees: Audit (Chair; financial expert), Compensation Committee member; both committees composed entirely of independent directors under Nasdaq/SEC rules .
- Committee activity (2024): Audit Committee met 7 times; Compensation Committee met 5 times; Nominating & Governance met 2 times .
- Board activity (2024): 12 board meetings; all directors met at least 75% attendance of board and committee meetings; four executive sessions held by non-employee directors .
- Independence: Board affirmatively determined Brokaw is independent .
- Election cadence: Directors elected annually; service until next annual meeting or earlier resignation/removal .
- Audit Committee report: Approved Feb 20, 2025; confirmed auditor independence and recommended inclusion of 2024 audited financials in 10-K .
Fixed Compensation
Director cash compensation framework (2024):
- Annual cash retainer: $60,000; committee chair retainer: $5,000; meeting fees: $1,000 in-person, $500 remote; supplemental $5,000 for service on special merger committees (dissolved Jan 2024) .
| Director Cash Compensation (FY 2024) | Amount ($) |
|---|---|
| Fees earned or paid in cash | $81,500 |
| Meeting/committee structure (policy detail) | See above |
Performance Compensation
Director equity awards are fully vested options with five-year terms; no performance metrics apply to director options .
| Director Equity Grants (2024) | Grant Date | Shares/Options | Exercise Price ($) | Vesting | Term |
|---|---|---|---|---|---|
| Non-Employee Director Stock Option | Apr 1, 2024 | 10,000 options | 14.04 | 100% vested on issuance | 5 years |
Options outstanding (as of Dec 31, 2024):
| Option Awards Outstanding | # Exercisable | Exercise Price ($) | Expiration Date |
|---|---|---|---|
| Tranche | 1,754 | 101.09 | 01/01/2025 |
| Tranche | 1,754 | 92.17 | 01/01/2026 |
| Tranche | 1,754 | 92.46 | 01/01/2027 |
| Tranche | 1,754 | 40.02 | 01/01/2028 |
| 2024 Grant | 10,000 | 14.04 | 04/01/2029 |
| Total options outstanding | 17,016 | — | — |
| FY 2024 Option Awards (grant-date fair value) | — | $40,380 | — |
Other Directorships & Interlocks
| Company | Relationship to SATS | Potential Conflict Observed |
|---|---|---|
| Alico, Inc. (Chairman) | No disclosed transactions with SATS | None disclosed |
| CTO Realty Growth, Inc. (Vice Chairman) | No disclosed transactions with SATS | None disclosed |
EchoStar related-party transactions disclosed in 2024 did not involve Brokaw (transactions involved CONX/Ergen and Ookla/Ziff Davis where Stephen Bye is CEO) .
Expertise & Qualifications
- Financial and investment expertise (private equity, M&A; Highbridge, Perry, Lazard); designated audit committee financial expert .
- Legal credentials: J.D., member of New York Bar; corporate governance experience across public boards .
- Education: Yale B.A.; University of Virginia J.D. and M.B.A. .
Equity Ownership
Beneficial ownership (Record Date Mar 11, 2025):
| Class | Amount & Nature of Beneficial Ownership | % of Class | Voting Power |
|---|---|---|---|
| Class A | 17,016 (includes 1,754 shares; 15,262 director stock options exercisable or within 60 days) | <1% | * |
| Class B | — | — | — |
Pledging/Hedging: EchoStar’s insider trading policy prohibits hedging and pledging of company securities (including margin accounts); directors may trade only in open windows or via 10b5-1 plans .
Recent insider transactions (Form 4):
Say-on-Pay & Shareholder Feedback
- Say-on-pay approval: Over 98% of voting power approved NEO compensation at April 2023 annual meeting; board kept approach to triennial say-on-pay votes .
Compensation Committee Analysis
- Compensation Committee members: Kathleen Q. Abernathy (Chair), George R. Brokaw, R. Stanton Dodge, Lisa W. Hershman; all independent .
- Use of consultants: No consultant retained for 2024 executive compensation setting; peer group used for pay-versus-performance comparisons updated in 2024 to AT&T, Charter, Comcast, T-Mobile US, Viasat, Verizon (shift from satellite peers) .
Shareholder Vote Support (2024 Annual Meeting)
Director election outcomes (May 3, 2024):
| Nominee | For | Withheld | Broker Non-Votes |
|---|---|---|---|
| George R. Brokaw | 1,399,374,172 | 3,500,100 | 17,101,876 |
Other proposals:
- KPMG ratification: For 1,417,316,160; Against 1,341,865; Abstain 1,318,123 .
- ESPP amendment: For 1,401,301,715; Against 287,048; Abstain 1,285,509; Broker non-votes 17,101,876 .
Governance Assessment
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Strengths:
- Independent director holding Audit Chair and financial expert designation; robust committee activity and documented auditor independence .
- Clear prohibition on hedging/pledging, supporting alignment; directors elected annually ensure accountability .
- Strong shareholder support for director election (Brokaw’s “For” votes materially exceeded withheld) .
-
Risks/Red Flags:
- Controlled company status: EchoStar is controlled by Charles and Cantey Ergen (~90.5% voting power), exempting certain Nasdaq governance requirements; though committee composition remains independent .
- Related-party transactions exist at company level (CONX real estate with Ergen; vendor relationship tied to another director), but none identified involving Brokaw .
-
Alignment:
- Modest direct ownership (<1% of Class A); director options fully vested and short 5-year term; no pledging disclosed for Brokaw; insider awards consistent with Director Plans and policy .
Overall, Brokaw’s profile signals board effectiveness in financial oversight with low conflict exposure, though the controlled-company context remains the primary governance risk backdrop for investor confidence .