Lisa W. Hershman
EchoStarAbout Lisa W. Hershman
Independent director (age 61) serving on EchoStar’s Board since 2021; current committee assignments include the Executive Compensation Committee and the Audit Committee. The Board has determined she meets NASDAQ/SEC independence requirements. In December 2024, she was appointed Indiana’s Secretary of Management and Budget (state CFO/COO). Her core credentials center on process management, innovation/redesign, and leadership training, including prior service as Chief Management Officer of the U.S. Department of Defense.
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| State of Indiana | Secretary of Management and Budget (CFO/COO) | Dec 2024 – Present | Oversees state budget, financial management, and operations |
| U.S. Department of Defense | Chief Management Officer; Member, President’s Management Council | Apr 2018 – Jan 2021 | Enterprise transformation and process improvement leadership |
| Scrum Alliance | Board Member & Chair; Interim CEO | Board: Apr 2015 – Apr 2018; Interim CEO: Jan 2017 – Apr 2018 | Led agile certification body through leadership transition |
| 1st Source Corporation (public) | Director | Apr 2018 – Mar 2020 | Audit Committee; Trusts & Investments Committee |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| State of Indiana | Secretary of Management and Budget | Current | State CFO/COO since Dec 2024 |
Board Governance
- Committee assignments: Executive Compensation Committee (member); Audit Committee (member). 2024 meeting cadence: Compensation Committee held 5 meetings; Audit Committee held 7 meetings. Each committee is composed entirely of independent directors; Audit has designated a financial expert (Brokaw), and all members (including Hershman) are financially literate.
- Attendance and engagement: Board held 12 meetings in 2024; each director attended at least 75% of combined board/committee meetings; all directors attended the 2024 Annual Meeting. Non‑employee directors held four executive sessions.
- Independence in a controlled structure: EchoStar is a “controlled company” (Ergen family ~90.5% voting power); not required to have a majority independent board but maintains fully independent Audit, Compensation, and Nominating & Governance committees. An Amended Support Agreement limits Class A voting by Ergen affiliates for three years post‑merger.
Fixed Compensation
Director compensation policy (non-employee):
- Cash: $60,000 annual retainer; $1,000 per in-person meeting; $500 per remote meeting; $5,000 annual chair retainer; 2024 one‑time $5,000 supplemental cash for service on special merger committees (applicable to certain directors, including Hershman). Expenses reimbursed.
2024 actuals (Hershman):
| Component | Amount |
|---|---|
| Fees earned or paid in cash | $75,500 |
| Stock awards | $0 |
| Option awards (grant-date fair value) | $40,380 |
| Total | $115,880 |
Policy notes:
- Annual director option grant: 10,000 options, fully vested at grant; five-year term; typical quarterly grant cadence; 2024 exercise price $14.04 (options granted April 1, 2024).
Performance Compensation
Director equity is not performance-conditioned (options are 100% vested at grant). 2024 grant detail and outstanding holdings:
| Award | Grant Date | Shares/Options | Exercise Price | Vesting | Expiration | Fair Value |
|---|---|---|---|---|---|---|
| Non-employee director option grant | 04/01/2024 | 10,000 | $14.04 | 100% vested at grant | 04/01/2029 | $40,380 |
| Outstanding options (prior grants) | Various | 10,000 | $24.49 | Vested | 07/01/2026 | — |
| 5,000 | $19.61 | Vested | 07/01/2027 | — | ||
| 5,000 | $17.34 | Vested | 07/01/2028 | — |
Performance metrics: None disclosed for director compensation; option awards are time-based and fully vested upon issuance.
Other Directorships & Interlocks
| Company | Role | Period | Committees/Notes |
|---|---|---|---|
| 1st Source Corporation (NASDAQ: SRCE) | Director | 2018–2020 | Audit; Trusts & Investments Committees |
- Compensation Committee interlocks: None—no interlocking relationships reported for current Compensation Committee members (including Hershman).
Expertise & Qualifications
- Process management, innovation and redesign; leadership development (Scrum/Agile).
- Government operations and large-scale transformation (DoD CMO; Indiana M&B Secretary).
- Financial oversight literacy via Audit Committee service; Board designated all Audit members as financially literate.
Equity Ownership
| Holding Type | Amount | Notes |
|---|---|---|
| Options (exercisable or within 60 days) | 30,000 | Beneficial ownership consists entirely of non-employee director options; <1% of Class A, no disclosed direct share ownership. |
| Pledged shares | 0 | Hedging and pledging of company securities are prohibited under Insider Trading Policy. |
Governance Assessment
- Strengths: Independent director with operational and transformation expertise; dual committee service (Audit and Compensation) signaling high engagement; financially literate Audit member; strong attendance record (≥75%) and Annual Meeting participation; prohibition on hedging/pledging supports alignment.
- Considerations: As a controlled company, overall board independence is structurally constrained despite independent committees; immediate vesting of annual director options reduces retention/performance linkage versus PSUs/DSUs.
- Conflicts/related parties: None disclosed for Hershman; no related-party transactions noted involving her.
- Time/commitment risk: Concurrent service as Indiana’s Secretary of Management and Budget (state CFO/COO) is significant; investors may monitor workload balance across public duties and board responsibilities.
- Say-on-Pay signal (executive program oversight context): 98% approval in 2023 suggests broad shareholder support for pay practices under independent committee oversight.