Paul W. Orban
EchoStarAbout Paul W. Orban
EchoStar’s Executive Vice President and Chief Financial Officer for DISH (a subsidiary), Paul W. Orban, age 55, has overseen DISH’s finance, accounting, tax, treasury and internal audit since July 2019, and was designated EchoStar’s Principal Financial Officer at the closing of the EchoStar–DISH merger (effective 11:59 pm Dec 31, 2023) . He previously served as DISH’s Chief Accounting Officer, Corporate Controller, and earlier was an auditor at Arthur Andersen. Company performance in 2024 (first year post-merger) included revenue of $15,825.5 million and net income of $(124.5) million, while the 5-year cumulative TSR (value of a $100 investment as of year-end) was $52.84 for the Company versus $111.11 for its 2024 peer group .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| DISH (EchoStar subsidiary) | EVP & CFO | 2019–present | Leads budgeting, forecasting, capital planning, reporting, tax, treasury, internal audit |
| DISH | SVP & Chief Accounting Officer | 2015–2019 | External reporting, technical accounting policy, income tax accounting, internal controls |
| DISH | SVP & Corporate Controller | 2003–2006 | Corporate controllership and financial reporting |
| EchoStar (via services agreement) | SVP & Corporate Controller | 2008–2012 | Corporate controllership at EchoStar during DISH/EchoStar separation period |
| Arthur Andersen | Auditor | Pre-1996 | Audit experience foundational to finance leadership |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Arthur Andersen LLP | Auditor | Pre-1996 | Public accounting expertise supporting later CFO responsibilities |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Actual Bonus/Non-Equity Incentive ($) | Notes |
|---|---|---|---|---|
| 2024 | 650,000 | Not disclosed; EVP cash payouts under 2022 Plan are 50% of base per goal | 650,000 | Non-Equity Incentive reflects plan payouts; Orban was an eligible participant in the 2022 Incentive Plan |
Performance Compensation
| Component | Metric | Weighting/Structure | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|---|
| 2022 Incentive Plan (Cash) | Cumulative Free Cash Flow Goals (4 tranches) | Each achieved goal pays 50% of EVP base salary | $1B, $2B, $3B, $4.5B cumulative FCF | All 4 FCF goals achieved through Dec 31, 2024 (cash paid per plan; aggregate not itemized) | Paid contemporaneously with SEC filing for the period of achievement |
| 2022 Incentive Plan (Cash) | Cumulative Revenue Goals (2 tranches) | Each achieved goal pays 50% of EVP base salary | $40B and $60B cumulative revenue | $40B goal achieved through Dec 31, 2024 (cash paid per plan; not itemized) | Paid contemporaneously with SEC filing |
| 2022 Incentive Plan (Equity) | Same metrics as above | Options vest 16.67% per achieved goal (6 equity goals total) | As above | 83.35% of 2022 Plan stock awards vested cumulatively during 2024 | Vests upon goal retirement and SEC filing for period |
| 2024 Company Performance Measures | Free Cash Flow; Revenue; Pay TV/Wireless Subs; NA Consumer Creation Multiple | Used across NEO pay-for-performance framework | Various internal targets | Measures designated “most important” for 2024 | Applied in bonus determinations per CD&A |
EchoStar updated 2022 Incentive Plan Transition Goals in Nov 2024 (expire Sept 30, 2025): Pay TV Cumulative FCF ($2.3B) weighted 75%, Discretionary 25%; EVP payouts reference base salary .
Equity Ownership & Alignment
| Item | Detail | Amount |
|---|---|---|
| Total beneficial ownership (Class A) | Shares and options exercisable within 60 days | 81,867 |
| Direct Class A shares | Held directly | 4,447 |
| Class A in 401(k) | 401(k) holdings | 656 |
| Options exercisable ≤60 days | Included in beneficial ownership | 76,764 |
| Ownership as % of Class A outstanding | 81,867 / 155,202,630 | ~0.053% (inputs: 81,867; 155,202,630) |
| Insider hedging/pledging | Company policy prohibits hedging and pledging | Prohibited |
| Stock ownership guidelines | Not disclosed | — |
Outstanding Equity Awards (as of Dec 31, 2024)
| Award Type | Exercisable (#) | Unexercisable (#) | Unearned (#) | Strike ($) | Expiration |
|---|---|---|---|---|---|
| Options (legacy) | — | 10,526 | — | 165.11 | 01/01/2027 |
| Options (legacy) | — | 11,810 | — | 57.01 | 07/22/2032 |
| Options (Exchange/Plan) | 26,702 | 187,215 | 2,339 | 14.04 | 04/01/2034 |
2024 Grants
| Grant Date | Type | Shares/Options (#) | Strike ($) | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| 04/01/2024 (Comp Comm 03/28/2024) | Options | 100,000 | 14.04 | 607,850 |
| 04/01/2024 (Exchange Offer; Comp Comm 02/23/2024) | Options | 109,239 | 14.04 | 405,042 |
| 04/01/2024 (Exchange Offer) | Equity Incentive Plan Awards | 7,017 | — | — |
Employment Terms
- Status: At-will; no individual employment agreement disclosed for Orban .
- Severance: None; company does not offer severance to NEOs .
- Change-of-control: Double-trigger equity vesting (accelerated vesting if terminated other than for cause within 24 months post-CoC); no benefits triggered solely by change-in-control or solely by termination .
- Estimated change-of-control equity acceleration value: $1,658,725 (non-performance options, as of Dec 31, 2024) .
- Clawbacks/ownership: Hedging and pledging prohibited by Insider Trading Policy .
- Deferred compensation: No nonqualified plan contributions or balances for Orban in 2024 .
Investment Implications
- Pay-for-performance alignment: Orban’s incentives are predominantly tied to multi-year, quantifiable goals (cumulative free cash flow and revenue) under the 2022 Incentive Plan; 83.35% of equity tranches vested in 2024, signaling substantial achievement of long-term buildout and cash generation targets . This supports retention with continued upside optionality and aligns with deleveraging/cash discipline post-merger.
- Selling pressure risk: Strike prices at $14.04 for large option blocks vesting through 2034 suggest potential exercise/monetization decisions will be sensitive to stock price vs intrinsic value; hedging/pledging prohibitions reduce misalignment risks .
- Change-of-control economics: No cash severance; equity acceleration only on double-trigger; the disclosed acceleration value (~$1.66M) is modest relative to CFO responsibilities in a combined Company, implying limited golden parachute overhang and lower adverse governance optics .
- Governance context: 2023 say‑on‑pay approval >98% indicates investor support for the compensation framework, and updated 2024 performance measures retain focus on FCF, revenue, subscribers, and consumer creation efficiency—key levers for value creation in Pay TV/Wireless integration .
EchoStar performance in 2024 (Revenue $15,825.5M; Net Income $(124.5)M; Company TSR value $52.84 vs 2024 peer TSR $111.11) underscores both scale post-merger and the challenge/opportunity in translating operational milestones into shareholder returns—the incentive architecture faced by Orban directly targets cash generation and subscriber metrics to bridge this gap .