R. Stanton Dodge
EchoStarAbout R. Stanton Dodge
R. Stanton Dodge, 57, has served as a director of EchoStar (NASDAQ: SATS) since 2009. He is Chair of the Nominating and Governance Committee and a member of the Executive Compensation Committee; the Board has determined he is independent under Nasdaq and SEC rules. He is currently Chief Legal Officer and Secretary of DraftKings, Inc.; previously he served as Executive Vice President, General Counsel and Secretary of DISH (2007–2017) and as EchoStar’s EVP, General Counsel and Secretary (2007–2011) under a management services agreement post spin-off. The Board cites his business, corporate governance, and legal expertise as core credentials supporting his continued service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DISH Network Corporation | Executive Vice President, General Counsel & Secretary | Jun 2007–Oct 2017 | Responsible for legal, government affairs, and corporate communications |
| EchoStar Corporation | Executive Vice President, General Counsel & Secretary (under DISH management services agreement) | Oct 2007–Nov 2011 | Supported EchoStar post-spin from DISH |
| DISH & subsidiaries | Various positions of increasing responsibility | Since Nov 1996 (historical) | Legal/governance leadership trajectory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| DraftKings, Inc. | Chief Legal Officer & Secretary | Current | Oversees legal, government affairs, and corporate communications |
| Other public company directorships | — | — | No other current public company board roles disclosed in proxy biography |
Board Governance
- Committee assignments: Executive Compensation Committee member; Nominating and Governance Committee Chair .
- Independence: Board determined Mr. Dodge meets Nasdaq/SEC independence requirements .
- Board activity and engagement:
- Board held 12 meetings in 2024; each director attended at least 75% of Board and committee meetings on which they served; non‑employee directors held four executive sessions .
- All eleven directors attended the May 3, 2024 Annual Meeting of Shareholders .
- Committee activity in 2024: Compensation Committee held 5 meetings; Nominating & Governance Committee held 2 meetings .
- Governance context: EchoStar is a “controlled company” under Nasdaq due to Charles W. Ergen’s voting control, although the Compensation, Audit, and Nominating & Governance Committees are composed entirely of independent directors .
Fixed Compensation
| Component | Amount/Terms | 2024 Detail for Dodge |
|---|---|---|
| Annual cash retainer (non‑employee director) | $60,000 paid quarterly if serving on last day of quarter | Included in $80,000 total cash reported for Mr. Dodge in 2024 |
| Committee chair retainer | $5,000 annually for committee chairs | As Nominating & Governance Chair, eligible for $5,000 |
| Meeting fees | $1,000 per in‑person meeting; $500 per remote meeting (single compensation per day if multiple meetings) | Reflected within total fees earned |
| Special committee stipend | $5,000 supplemental cash compensation for service on a merger-related special committee in 2024 | Mr. Dodge received $5,000 supplemental compensation |
| Reimbursements | Reasonable travel and director education expenses reimbursed in full | Policy applies |
Director compensation table (2024):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| R. Stanton Dodge | $80,000 | $— | $40,380 (ASC 718) | $120,380 |
Performance Compensation
- Annual equity grants to non‑employee directors are stock options; no RSUs were granted to non‑employee directors in 2024 (stock awards column shows $—) .
- 2024 grant: Options to acquire 10,000 Class A shares on April 1, 2024 at $14.04 exercise price; options were 100% vested upon issuance; reported grant date fair value $40,380 (ASC 718) .
- Director plan terms: Options granted under Director Plans are fully vested upon issuance and have a five-year term; initial appointment grants are fully vested 10,000-share options; EchoStar may grant additional director options or other equity at its discretion .
Options outstanding for Mr. Dodge at 12/31/2024:
| Tranche | Number Exercisable (#) | Exercise Price ($) | Expiration Date |
|---|---|---|---|
| 2015–2018 annual director grants | 5,000 | 27.28 | 07/01/2025 |
| 5,000 | 24.49 | 07/01/2026 | |
| 5,000 | 19.61 | 07/01/2027 | |
| 5,000 | 17.34 | 07/01/2028 | |
| 2024 director grant | 10,000 | 14.04 | 04/01/2029 |
| Total | 30,000 | — | — |
Notes on performance linkage: Director options vest immediately and are not subject to performance conditions; thus, compensation is not tied to operating or market-based targets for directors .
Other Directorships & Interlocks
- Current public company boards: None disclosed for Mr. Dodge in the proxy biography .
- Compensation Committee interlocks: The Compensation Committee (including Mr. Dodge) was composed solely of independent directors; no interlocking relationships were disclosed for 2024 .
Expertise & Qualifications
- Legal and governance expertise from prior roles as GC/Secretary at DISH and EchoStar; industry knowledge in telecom/satellite; current experience as CLO at DraftKings. The Board cites his business, corporate governance, and legal expertise as reasons for nomination .
Equity Ownership
Beneficial ownership (as of record date in proxy):
| Holder | Total Beneficial Ownership (Class A) | % of Class A | Composition |
|---|---|---|---|
| R. Stanton Dodge | 53,006 shares/options | <1% | 21,365 Class A Shares ; 30,000 non‑employee director stock options exercisable or exercisable within 60 days ; 1,641 Class A Shares held in 401(k) Plans |
Additional context:
- Company shares outstanding at record date: 155,202,630 Class A; 131,348,468 Class B .
Governance Assessment
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Positives:
- Independent director; Chair of Nominating & Governance Committee—direct influence over board composition and governance practices .
- Committee structure and membership are independent despite controlled company status; board/committee meeting cadence and attendance thresholds met; non‑employee director executive sessions held (four) indicating independent oversight .
- Transparent director fee policy; modest cash retainers; equity delivered via options aligns value with share price performance, albeit without performance conditions .
-
Potential concerns/monitoring items:
- Controlled company status concentrates voting power with the Ergen family and exempts EchoStar from certain Nasdaq requirements, elevating the importance of effective independent committee leadership (including Mr. Dodge’s N&G chair role) .
- Director options are fully vested at grant and thus provide less retentive/performance conditioning than RSUs/PSUs; 2024 grant was 10,000 options at $14.04 with 5‑year term .
- Time‑commitment consideration: Mr. Dodge serves concurrently as CLO of DraftKings; however, the proxy reports at least 75% attendance by all directors in 2024, and he is an active committee member/chair .
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Related‑party/conflict check:
- No related‑party transactions disclosed involving Mr. Dodge; related‑party items disclosed pertain to other directors/executives (e.g., CONX real estate transaction; Ookla/Ziff Davis purchases) .
- Compensation Committee interlocks: none disclosed in 2024 .