Stephen J. Bye
EchoStarAbout Stephen J. Bye
Stephen J. Bye (age 57) has served as a director of EchoStar Corporation since December 2023, following the EchoStar–DISH merger. He is a telecom veteran currently serving as President, Connectivity at Ziff Davis, and separately as President and Chief Executive Officer of Ookla LLC, a Ziff Davis division focused on network performance analytics. His prior roles include EVP & Chief Commercial Officer of DISH’s facilities-based wireless network (Nov 2019–Jan 2023), CEO of Connectivity Wireless, President of C Spire, and senior positions at Cox Communications, AT&T, BellSouth International, Optus Communications, and Telstra .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DISH Network (facilities-based wireless) | EVP & Chief Commercial Officer | Nov 2019 – Jan 2023 | Led commercial strategy for wireless network buildout |
| Connectivity Wireless | Chief Executive Officer | Not disclosed | Neutral host wireless solutions leadership |
| C Spire | President | Not disclosed | Oversaw day-to-day operations |
| Cox Communications; AT&T; BellSouth International; Optus Communications; Telstra | Various executive roles | Not disclosed | Telecom operations and strategy across multiple operators |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ziff Davis, Inc. | President, Connectivity | Since Jan 2023 | Oversees connectivity-related portfolio |
| Ookla LLC (Ziff Davis division) | President & Chief Executive Officer | Current | Leads network performance analytics business |
Board Governance
- Board service: Director since December 2023 (post-merger) .
- Committee assignments: Not listed as a member of the Compensation, Audit, or Nominating & Governance Committees; current committee rosters do not include Mr. Bye .
- Attendance: The Board held 12 meetings in 2024; each director attended at least 75% of Board and applicable committee meetings. Non-employee directors held 4 executive sessions in 2024 . All eleven directors attended the 2024 Annual Meeting .
- Governance context: EchoStar is a “controlled company” under Nasdaq rules with Charles W. Ergen and related entities controlling ~90.5% of total voting power; committee charters specify committees are composed entirely of independent directors, but controlled company exemptions apply to broader board independence requirements .
Fixed Compensation
| Component | Policy | 2024 Actual (Bye) |
|---|---|---|
| Annual cash retainer | $60,000 (paid quarterly) | Included in fees earned |
| Meeting fees | $1,000 in-person; $500 remote; max one per day | Included in fees earned |
| Committee chair retainer | $5,000 annually (if chair) | Not applicable (not a chair) |
| Special committee supplemental (Merger) | $5,000 for certain directors on special committees; dissolved Jan 2024 | Not disclosed for Bye |
| 2024 fees earned (cash) | — | $68,000 |
Performance Compensation
| Grant Date | Instrument | Shares | Exercise Price | Vesting | Expiration | Grant-Date Fair Value |
|---|---|---|---|---|---|---|
| 04/01/2024 | Stock Options | 10,000 | $14.04 | 100% vested upon issuance (director plan) | 04/01/2029 | $40,380 (aggregate option award value for 2024) |
| 04/01/2023 (outstanding as of 12/31/2024) | Stock Options | 3,508 | $26.60 | Vested (director plan options are fully vested upon issuance) | 04/01/2028 | Not separately disclosed |
- Director equity awards are granted under Non-Employee Director Plans; options generally have five-year terms and are 100% vested at grant (not performance-based). No RSUs/PSUs or performance metrics are disclosed for non-employee director compensation .
Other Directorships & Interlocks
| Entity | Relationship | Nature of Interlock/Transaction | 2024 Amount | Governance Handling |
|---|---|---|---|---|
| Ookla LLC (Ziff Davis division) | Mr. Bye is President & CEO of Ookla LLC | DISH purchases network performance data and software licenses from Ookla LLC | $380,000 paid in 2024 | EchoStar has a written policy for reviewing related-party transactions; oversight by Audit Committee/Board with interested parties abstaining |
RED FLAG: Vendor relationship with an entity led by a sitting director (Bye) introduces potential conflict risk; amount is modest but recurring services warrant continued independent oversight .
Expertise & Qualifications
- Telecom and wireless infrastructure leadership spanning operators and neutral host providers (DISH wireless, C Spire, Connectivity Wireless, Optus, Telstra, AT&T, Cox, BellSouth) .
- Current executive responsibility in network analytics (Ookla) and broader connectivity portfolio at Ziff Davis .
- Industry operational and commercial expertise aligned with EchoStar’s satellite and wireless strategy .
Equity Ownership
| Category | Shares/Units | Notes |
|---|---|---|
| Class A Shares (direct) | 652 | Direct ownership |
| Class A Shares (401(k)) | 167 | 401(k) plan holdings |
| Stock Options exercisable or vesting within 60 days | 13,508 | 3,508 @ $26.60 (exp. 04/01/2028); 10,000 @ $14.04 (exp. 04/01/2029) |
| Total beneficial ownership | 14,327 | As reported; less than 1% of Class A |
| Shares pledged as collateral | None disclosed for Bye | Insider policy prohibits pledging/hedging |
Governance Assessment
- Independence status: The proxy explicitly identifies independence for several directors; Mr. Bye’s independence status is not explicitly stated, and he does not serve on any of the three key board committees which are composed entirely of independent directors . In a controlled company context, overall board independence requirements are relaxed under Nasdaq rules .
- Attendance & engagement: Board met 12 times in 2024; each director met at least the 75% attendance threshold; all directors attended the 2024 Annual Meeting; non-employee directors held four executive sessions—positive for engagement .
- Compensation alignment: Director pay is modest and split between cash retainer/meeting fees and fully vested options; absence of performance-conditioned equity for directors limits direct pay-for-performance linkage, though the amounts are de minimis relative to company scale .
- Ownership alignment: Bye’s beneficial ownership is small (<1%); the company’s insider policy prohibits hedging and pledging, supporting alignment and risk mitigation .
- Conflicts/related-party risk: Payments to Ookla LLC ($380k in 2024) while Mr. Bye serves as CEO of Ookla present a potential conflict; the company has a formal related-party review policy, but continued transparency and recusal are critical given the controlled company environment dominated by Mr. Ergen’s voting power (~90.5%) .
Overall signal: Strong industry expertise and acceptable engagement, but vendor ties to a director and controlled company status are governance overhangs. Monitoring of related-party transactions, committee participation, and any future expansion of vendor relationships is warranted .