James DeFranco

About James DeFranco

James DeFranco, age 72, is Executive Vice President and a director of EchoStar (SATS). He joined the EchoStar Board in December 2023 with the DISH merger and is a DISH co‑founder (1980) with deep sales and marketing expertise; he has held executive officer and director roles at DISH and its subsidiaries over the past five years . EchoStar is a controlled company led by Chairman Charles W. Ergen (≈90.5% voting power), which shapes governance dynamics and compensation oversight . Company performance context: 2024 revenue was $15,825.5 million and net income was −$124.5 million; the 5‑year $100 TSR value was $52.84 (company) vs. $111.11 (peer group) as disclosed in Pay vs. Performance .

Past Roles

External Roles

• No public company directorships for DeFranco outside EchoStar are disclosed in the latest proxy .

Fixed Compensation

• As an employee director, DeFranco is not separately compensated for board service (non‑employee director fees/option grants do not apply to him) .
• EchoStar’s executive compensation framework emphasizes market‑competitive base salary, limited perquisites, and equity incentives; the company notes most NEOs are at‑will with no cash severance, few perquisites, no tax gross‑ups, and compensation overseen by an independent Compensation Committee .

Performance Compensation

• EchoStar’s principal executive performance measures for 2024 were Free Cash Flow, Revenue, Pay TV/Wireless Subscribers, and North America Consumer Creation Multiple, used in linking pay to performance .
• Equity awards for executives typically vest 20% per year; options are struck at fair market value, with grants generally made quarterly; grants may include change‑in‑control acceleration on a double trigger (termination not for cause within 24 months of change‑in‑control) .
• Company programs assumed with the DISH merger include the 2019 LTIP (≈78% vested by end of 2023; exchange offer reset many option exercise prices to $14.04 in 2024) and the 2022 Incentive Plan (Free Cash Flow and Cumulative Revenue goals achieved through 2024; transition goals through 9/30/2025) .

Equity Ownership & Alignment

• Hedging/pledging: Company policy prohibits hedging, short sales, pledging, and margin accounts for directors and officers; trades are limited to open windows or via Rule 10b5‑1 plans . No pledges or margin holdings are disclosed in DeFranco’s footnote (contrasts with a margin pledge disclosed for another non‑employee director) .

Employment Terms

• Severance/change‑of‑control: EchoStar states NEOs are not entitled to cash severance, and standard executive equity agreements generally accelerate vesting only upon a change‑of‑control combined with termination not for cause within 24 months (double trigger). Benefits are not triggered solely by change‑of‑control or solely by termination .
• 401(k)/Deferred Comp: Executives participate in the company’s 401(k) plans on the same terms as other employees; a Nonqualified Plan exists for select officers (no employer match) . DeFranco’s participation in the Nonqualified Plan is not disclosed; only Manson’s contributions are shown for 2024 .

Board Governance

• Board service: EchoStar Board size is 11; DeFranco has served since Dec 2023. In 2024, the Board met 12 times, with each director attending ≥75% of Board/committee meetings; non‑employee directors held four executive sessions .
• Independence/committees: EchoStar is a Nasdaq “controlled company”; despite this status, the Compensation, Audit, and Nominating & Governance Committees are composed entirely of independent directors. Committee chairs: Compensation—Kathleen Q. Abernathy; Audit—George R. Brokaw (financial expert); Nominating & Governance—R. Stanton Dodge. DeFranco (as an employee director) is not listed as a member of these committees .
• Board leadership: Chairman and CEO roles are separated (Chairman Charles W. Ergen; CEO/President Hamid Akhavan) .
• Insider‑trading controls: Strict policy bans hedging/pledging; trading windows/10b5‑1 required for directors and officers .

Director Compensation

• Employee directors (Ergen, C. Ergen, Akhavan, DeFranco) receive no separate director compensation .
• For context, non‑employee directors received $60,000 annual cash retainers, meeting fees, and fully vested options (10,000 shares at $14.04 expiring 4/1/2029) in 2024; committee chairs received $5,000 retainers; merger special committee members received $5,000 supplemental cash compensation .

Related Party Transactions

• CONX real estate sale‑leaseback: EchoStar sold DISH Wireless HQ real estate to CONX (beneficially owned by Chairman Ergen) for net $26.75 million and leased back; $2 million lease paid in 2024 .
• Ergen family compensation/employment disclosures (Senior Advisor Cantey Ergen, and employment of family members) and vendor relationship (Ziff Davis/ Ookla, led by director Stephen Bye) are detailed; no related‑party transactions naming DeFranco are disclosed in the proxy .

Compensation Peer Group and Say‑on‑Pay

• 2024 peer group used for pay vs. performance comparisons: AT&T, Charter, Comcast, T‑Mobile US, Viasat, Verizon .
• Say‑on‑pay: In April 2023, 98% of voting power approved NEO compensation on a non‑binding basis; EchoStar holds such votes every three years (no vote at the 2025 meeting) .

Investment Implications

• Alignment: DeFranco’s substantial beneficial ownership (4.78 million Class A, 3.1% of class) and option exposure align incentives with shareholders; company bans on hedging/pledging mitigate misalignment and forced selling risk .
• Governance/dual‑role: As an employee director and DISH co‑founder, DeFranco contributes operational continuity and marketing expertise; independence is structurally limited by EchoStar’s controlled-company status under Chairman Ergen, though key committees are fully independent .
• Retention/compensation signals: Absence of cash severance and reliance on equity and performance programs imply retention is driven by long‑term value creation; vesting and double‑trigger change‑of‑control terms reduce windfalls and align with performance .
• Risk watch‑items: Controlled company governance and related‑party dealings (e.g., CONX leaseback) warrant monitoring for potential minority shareholder risks; however, robust committee independence, insider‑trading/pledging prohibitions, and regular executive sessions are mitigating factors .