Kathleen Q. Abernathy
EchoStarAbout Kathleen Q. Abernathy
Independent director of EchoStar (SATS); Age 68; joined the Board in December 2023 with the DISH–EchoStar merger. She chairs the Compensation Committee and serves on the Nominating & Governance Committee; the Board has determined she is independent under Nasdaq and SEC rules. Background includes FCC Commissioner (2001–2005), EVP External Affairs and Chief Legal Officer at Frontier Communications (2010–2017/2010–2013), prior partnerships at law firms focused on telecom policy; she previously served on DISH’s Board (2019–2023) including Audit and Compensation committees and as Chair of Nominating. The Board cites her regulatory and managerial telecom experience as core credentials.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Federal Communications Commission | Commissioner | 2001–2005 | National telecom regulator; adds deep regulatory expertise |
| Frontier Communications Inc. | EVP, External Affairs; Chief Legal Officer | EVP: Mar 2010–Apr 2017; CLO: 2010–2013 | Senior external/regulatory leadership and legal oversight in telecom |
| DISH Network Corporation | Director | Mar 2019–Dec 2023 | Audit & Compensation Committees; Chair of Nominating |
| Various telecom-focused law firms | Partner | Prior to and around roles noted | Policy and regulatory services for telecom clients |
External Roles
| Organization/Type | Role | Status | Notes |
|---|---|---|---|
| Various private and non-profit companies/organizations | Director/Trustee | Current | Company discloses service on various private/non-profit boards; specific entities not listed |
Board Governance
- Committees: Chair, Compensation Committee; Member, Nominating & Governance Committee. Compensation Committee (all independent) held 5 meetings and 6 unanimous written consents in 2024; Nominating & Governance held 2 meetings. Audit, Compensation, and Nominating & Governance Committees are composed entirely of independent directors.
- Attendance and engagement: Board held 12 meetings with 9 unanimous written consents in 2024; all directors attended at least 75% of Board and applicable committee meetings; non‑employee directors held four executive sessions; all eleven directors attended the 2024 Annual Meeting.
- Independence/controlled company: EchoStar is a Nasdaq “controlled company” due to the Ergen family’s voting power (~90.5% at record date; effective ~89.6% per support agreement), so it is exempt from certain Nasdaq independence requirements for the full Board; however, all three key committees are independent.
- Hedging/pledging policy: Directors are prohibited from hedging or pledging company stock; trades limited to open windows or Rule 10b5‑1 plans.
- Interlocks: No compensation committee interlocks or insider participation in 2024; the current Compensation Committee consists of Abernathy (Chair), Brokaw, Dodge, Hershman.
Fixed Compensation
Program terms (non‑employee directors):
- Annual cash retainer: $60,000; Committee Chair retainer: $5,000; Meeting fees: $1,000 in‑person, $500 remote; 2024 one‑time $5,000 supplemental cash for special merger committees (applicable to Abernathy).
2024 actual (cash and equity value)
| Component | Amount (USD) |
|---|---|
| Fees earned or paid in cash | $80,000 |
| Option awards (grant-date fair value) | $40,380 |
| Total | $120,380 |
Notes:
- Non‑employee directors are reimbursed for reasonable travel and approved education expenses.
Performance Compensation
Non‑employee director equity awards (structure and Ms. Abernathy’s 2024/Outstanding awards):
- Plan structure: Director option grants are 100% vested at grant, 5‑year term; initial grant upon election is 10,000 options; further grants at Board discretion.
- 2024 annual grant: 10,000 options at $14.04 exercise price, granted April 1, 2024; fully vested at grant; expiration April 1, 2029.
- Outstanding options (12/31/2024): | Grant/Tranche | Options (#) | Exercise Price | Expiration | |---|---:|---:|---| | Legacy tranches | 1,754 | $101.09 | 01/01/2025 | | Legacy tranches | 1,754 | $92.17 | 01/01/2026 | | Legacy tranches | 1,754 | $92.46 | 01/01/2027 | | Legacy tranches | 1,754 | $40.02 | 01/01/2028 | | Annual grant | 10,000 | $14.04 | 04/01/2029 | | Total outstanding (12/31/2024) | 17,016 | — | — |
- Performance metrics: None for director equity; options are time‑based and fully vested at grant (no PSUs/TSR metrics for directors).
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | Not disclosed for Abernathy in SATS proxy |
| Prior public boards | DISH Network Corporation (Director, 2019–2023), Chair of Nominating; member of Audit and Compensation Committees |
| Interlocks (2024) | None; no EchoStar executive served on another company’s comp committee where a reciprocal relationship existed |
Expertise & Qualifications
- Regulatory/Policy: Former FCC Commissioner; extensive telecom regulatory expertise.
- Industry/Legal: Senior legal and external affairs leadership at Frontier Communications; telecom law firm partner background.
- Board leadership: Chaired DISH Nominating; currently chairs EchoStar Compensation Committee; determined independent by the Board.
Equity Ownership
Beneficial ownership (Record Date: March 11, 2025):
- Total beneficial ownership: 15,262 Class A equivalent shares, all from director stock options exercisable within 60 days; ownership <1% of Class A outstanding.
- Breakdown/pledging:
- Options beneficially owned: 15,262 (exercisable within 60 days).
- Shares pledged: Company policy prohibits pledging by directors.
Outstanding option schedule at 12/31/2024 shown above differs from beneficial line due to expirations between 12/31/2024 and 3/11/2025 (e.g., 01/01/2025 tranche).
Section 16 compliance:
- The company believes directors complied with Section 16(a) reporting in 2024; no delinquent reports noted.
Governance Assessment
- Strengths
- Independent director with deep regulatory and telecom operating/legal expertise; chairs an all‑independent Compensation Committee. This profile strengthens pay governance and regulatory oversight.
- Engagement appears solid: Board met 12 times, committees active; all directors ≥75% attendance; four executive sessions; full attendance at 2024 Annual Meeting.
- Risk‑mitigating policies include strict prohibitions on hedging and pledging, and trading limited to windows/10b5‑1 plans.
- Potential Concerns / Watch items
- Controlled company status gives the Ergen family effective control (~89.6–90.5% voting power), limiting minority shareholder influence; this elevates the importance of truly independent committee leadership (where Abernathy plays a key role).
- Director equity delivered as fully‑vested options at grant prioritizes market exposure but offers limited retention/performance linkage versus time‑vested RSUs/PSUs common at peers.
- Ownership alignment: as of record date, disclosure reflects options only and no direct share holdings; while allowed, some investors prefer meaningful outright stock ownership by directors.
- Counterpoints
- All three key committees (Audit, Compensation, Nominating & Governance) are composed entirely of independent directors despite controlled company exemptions.
- No compensation committee interlocks or related‑party transactions disclosed for Abernathy.
Appendix — Program & Reference Details
- Non‑employee director compensation program (cash retainers, meeting fees, chair fee; merger special committee stipend in 2024).
- Director equity plan terms (fully vested options; 5‑year term; initial 10,000‑option grant; plans: 2008 Director Plan, 2017 Director Plan, assumed DISH Director Plan).
- Committee compositions and activity levels; Board attendance metrics.
- Controlled company disclosure and voting concentration.
- Insider trading, hedging and pledging policy.
Say‑on‑Pay (context for pay governance): In April 2023, ~98% of voting power approved NEO compensation; the Board maintained its approach thereafter.