Hamid Akhavan
EchoStarAbout Hamid Akhavan
Hamid Akhavan (age 63) is President & CEO of EchoStar (SATS) since March 2022 and joined the EchoStar board in December 2023 following the DISH merger; the Chairman role is separate (Charles W. Ergen) . 2024 performance context: total shareholder return (TSR) value of a $100 investment was $52.84, company revenue was $15,825.5 million, and net income was $(124.5) million . EchoStar is a “controlled company” under Nasdaq rules due to Ergen family voting control, which reduces certain independence requirements .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Twin Point Capital | Partner | Apr 2018–Mar 2022 | Investment leadership experience |
| Long Arc Capital LLC | Founding Partner | Mar 2016–Apr 2018 | Founded and led investment initiatives |
| Unify, Inc. (Siemens Enterprise Communications) | CEO | Not disclosed | Senior leadership in enterprise communications |
| T-Mobile International / Deutsche Telekom Board of Management | CEO; Board of Management member | Not disclosed | Led telecom operations and governance roles |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Deutsche Telekom | Member, Board of Management | Not disclosed | Senior governance role in global telecom |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 738,463 | 1,000,002 | 2,471,168 |
| Target Annual Bonus ($) | 750,000 (prorated guaranteed under 2022 offer) | 1,000,000 | 2,500,000 |
| Actual Annual Bonus ($) | 750,000 | 759,000 | 2,000,000 (paid in 2025) |
| All Other Compensation ($) | 41,872 | 118,980 | 96,169 |
| Notes | — | Annual base increases to $2,500,000 effective 12/31/2023 | Median employee pay $85,048; CEO pay ratio 105:1 |
- “All Other Compensation” includes housing/relocation (2024: $77,708; 2023: $104,000; 2022: $32,658) and personal aircraft use in 2024 .
- EchoStar states NEOs are not provided tax gross-ups; few perquisites; no long-term cash plan; no defined benefit/retiree medical benefits .
Performance Compensation
| Incentive | Metric(s) | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Executive Officer Bonus Incentive Plan (cash) | Company financial/operational plus individual effectiveness | 80% company; 20% individual | $2,500,000 (2024) | $2,000,000 (~80% of target) | N/A |
| RSUs (annual CEO grant) | Service-based | — | 263,158 RSUs (granted 1/1/2024; FV $4,360,528) | Vested 12/31/2024; value realized $6,026,318 | Vests in full after 1 year |
| Stock Options (sign-on/effective date) | Service-based | — | 701,754 options (granted 12/31/2023; $16.57 strike) | N/A | Vests 1/3 per year (3 years) |
| Stock Options (Exchange Offer) | Service-based | — | 490,000 options (granted 4/1/2024; $14.04 strike) | N/A | Standard vest per plan; Akhavan’s options vest 1/3 per year |
- Company’s key pay-for-performance measures (2024): Free Cash Flow, Revenue, Pay TV/Wireless subscribers, North America Consumer Creation Multiple .
- Equity grant practices: typically on the first day of calendar quarters; exercise prices set at or above fair market value; options generally vest 20% annually but CEO grants vest 33.3% annually for options and 1-year cliff for RSUs .
Equity Ownership & Alignment
| Item | Amount/Detail |
|---|---|
| Total beneficial ownership (Class A) | 917,212 shares; <1% of Class A |
| Beneficial ownership breakdown | 376,805 Class A shares; 240 Class A in 401(k); 540,167 options exercisable within 60 days |
| Options outstanding (CEO) | 233,918 exercisable + 467,836 unexercisable @ $16.57 exp 12/31/2033; 163,332 exercisable + 326,668 unexercisable @ $14.04 exp 4/01/2034 |
| In-the-money status | Closing price $22.90 on 12/30/2024 > strikes $16.57/$14.04 |
| RSUs outstanding | 2024 RSUs vested; future similar annual RSUs subject to continued employment |
| Hedging/pledging | Company policy prohibits hedging and pledging; trades limited to windows or 10b5-1 plans |
| Ownership guidelines | Not disclosed |
Employment Terms
- Current arrangement: Akhavan Letter Agreement dated October 2, 2023 sets annual base salary at $2,500,000 from the merger effective date (11:59 pm, Dec 31, 2023) and target incentive at $2,500,000 from 2024, determined by the Compensation Committee .
- Equity conversion and new grants at merger close: certain unvested equity vested and others forfeited in exchange for (a) 263,158 RSUs granted 1/1/2024 (vest 12/31/2024; similar annual RSUs in future years), and (b) 701,754 stock options granted 12/31/2023 vesting over three years .
- Severance/change-in-control: No cash severance is provided; standard equity agreements include double-trigger acceleration (if terminated other than for cause within 24 months post-change of control); CEO’s RSUs fully vest and a portion of sign-on options vest upon termination without cause or constructive termination .
- Clawbacks/non-compete: Clawback not specifically disclosed; non-compete/non-solicit terms not disclosed .
Board Governance
- Role and independence: Akhavan serves as Director and CEO; employee directors (including Akhavan) are not separately compensated as directors .
- Committee service: Compensation, Audit, and Nominating committees are composed entirely of independent directors; Akhavan is not listed as a member of these committees .
- Board structure: Chairman (Ergen) role is separate from CEO (Akhavan); Board leadership emphasizes oversight by Chairman with CEO focused on day-to-day operations .
- Attendance/executive sessions: Board held 12 meetings in 2024; each director attended ≥75% of meetings; non-employee directors held 4 executive sessions; all directors attended the 2024 annual meeting .
- Controlled company: Ergen family beneficially controls ~90.5% voting power; EchoStar is a controlled company exempt from certain Nasdaq independence requirements .
Multi-Year Compensation Summary (CEO)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 738,463 | 1,000,002 | 2,471,168 |
| Stock Awards ($) | 7,563,000 | — | 4,360,528 |
| Option Awards ($) | 6,134,800 | 5,312,980 | — |
| Non-Equity Incentive ($) | 750,000 | 759,000 | 2,000,000 |
| All Other Compensation ($) | 41,872 | 118,980 | 96,169 |
| Total ($) | 15,228,135 | 7,190,962 | 8,927,865 |
Outstanding CEO Equity Detail (as of 12/31/2024)
| Grant | Exercisable | Unexercisable | Strike ($) | Expiration |
|---|---|---|---|---|
| Options (12/31/2023) | 233,918 | 467,836 | 16.57 | 12/31/2033 |
| Options (4/01/2024) | 163,332 | 326,668 | 14.04 | 4/01/2034 |
Performance & Track Record
- Integration and wireless build-out milestones: Corporation achieved wireless build-out goals (first major city, 20% coverage, 70% coverage) and $40B cumulative revenue under the Wireless Incentive Plan by 12/31/2024; these plans cover broader leadership and teams; NEO participation in WIP for 2024 did not include Akhavan .
- LTIP progress: Under the 2019 LTIP, 85% of performance conditions were probable and ~78% of awards vested by 12/31/2023; exchange offer on 3/4/2024 repriced eligible options to $14.04 effective 4/1/2024, affecting employees excluding co-founders and independent directors .
- Pay versus performance context (five-year view shown by company): CAP and TSR relationships and company-selected measure (Revenue) inform compensation alignment; peer group updated post-merger (AT&T, Charter, Comcast, T-Mobile US, Viasat, Verizon) .
Compensation Structure Analysis
- Mix shift and visibility: CEO’s 2024 package includes a one-year RSU (vested in full) and multi-year options vesting 1/3 annually, increasing near-term realized equity vs. prior years .
- Incentive rigor and discretion: Short-term bonus targets governed by 80% company metrics and 20% individual effectiveness; 2024 payout at ~$2.0M (~80% of $2.5M target) indicates partial attainment .
- Exchange offer optics: Broad option exchange reset strikes to $14.04 across eligible employees; CEO holds options at $16.57 and $14.04, both in-the-money at $22.90 year-end price—potential medium-term exercise/selling pressure depending on windows and 10b5-1 plans .
- Governance guardrails: No cash severance; prohibited hedging/pledging; independent compensation committee; no tax gross-ups; controlled company status remains a governance consideration .
Related Party & Risk Indicators
- Aircraft usage: CEO had personal use of corporate aircraft in 2024 (included in “All Other Compensation”) .
- Hedging/pledging: Prohibited by policy; trades limited to windows or Rule 10b5-1 .
- Say-on-pay: 98% approval in April 2023; next say-on-pay cadence every three years, none at the 2025 annual meeting .
- Clawbacks and severance: No specific clawback policy disclosed for NEOs; no cash severance provisions; equity acceleration under double-trigger only .
Director Service and Compensation (dual-role implications)
- Board service: Director since Dec 2023; employee director not separately compensated for board service .
- Committee roles: Not listed on Audit, Compensation, or Nominating committees (all independent composition) .
- Independence/structure: Separate Chairman and CEO; controlled company exemptions reduce independence requirements; non-employee directors hold executive sessions .
- Attendance: Directors attended ≥75% of board/committee meetings; all attended 2024 annual meeting .
Investment Implications
- Alignment: Significant at-risk equity (multi-year options and annual RSUs), no cash severance, and anti-hedging/pledging policy support alignment; 2024 cash bonus paid at ~80% of target indicates measured performance payout .
- Selling pressure: In-the-money options at $14.04 and $16.57 vs $22.90 year-end price may increase exercise activity; trading constrained to windows/10b5-1—monitor Form 4s for timing/size .
- Retention/vesting: Three-year option vesting schedule (and expectation of similar annual RSUs) incentivizes tenure; acceleration limited to double-trigger scenarios, reducing “golden parachute” risk .
- Governance risk: Controlled company status centralizes voting control and reduces independence requirements; CEO is also director (not Chairman), partially mitigating dual-role concerns via split roles .
- Pay-for-performance optics: Company-selected measures emphasize revenue/FCF/subscribers; 2024 TSR and net losses underscore execution sensitivity—expect compensation outcomes to reflect operational and free cash flow delivery .