Tom A. Ortolf
EchoStarAbout Tom A. Ortolf
Independent director of EchoStar (SATS) since December 2023 following the DISH merger; age 74; serves on the Audit Committee and the Nominating & Governance Committee, with independence affirmed under Nasdaq and SEC rules . Background includes over twenty years as President of CMC, a privately held investment management firm, with finance, business, and risk management expertise; prior service on the DISH Network board from May 2005 to December 2023 . EchoStar is a “controlled company” under Nasdaq rules due to Charles W. Ergen’s voting control, though all three standing committees are composed entirely of independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DISH Network Corporation | Director | May 2005 – Dec 2023 | Long-tenured independent director on DISH’s board |
| CMC (private investment firm) | President | >20 years | Finance, business, and risk management leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CMC (privately held) | President | >20 years | Investment management; finance and risk expertise |
Board Governance
- Committees and roles: Member, Audit Committee (Chair: George R. Brokaw; committee designated “financial expert” is Brokaw); Member, Nominating & Governance Committee (Chair: R. Stanton Dodge). Both committees are fully independent .
- Attendance and engagement: Board held 12 meetings in 2024; each director attended at least 75% of board and committee meetings; non‑employee directors held four executive sessions; all eleven directors attended the 2024 Annual Meeting on May 3, 2024 .
- Independence status: Board determined Ortolf meets Nasdaq and SEC independence requirements .
- Controlled company context: EchoStar is a controlled company under Nasdaq due to Ergen’s ~90.5% voting power; certain Nasdaq requirements are not applicable, though committee independence is maintained .
Fixed Compensation
| Component | 2024 Amount ($) |
|---|---|
| Annual cash retainer | 60,000 |
| Meeting fees (earned total) | Included in Fees Earned; in-person: $1,000 per meeting; remote: $500 per meeting |
| Committee chair retainer (only if chair) | 5,000 (Ortolf is not a chair) |
| Fees Earned or Paid in Cash (actual) | 69,500 |
| Option Awards (grant-date fair value) | 40,380 |
| Total (cash + noncash) | 109,880 |
Performance Compensation
| Equity Award Feature | Details |
|---|---|
| Annual director option grant | 10,000 options to acquire Class A Shares granted April 1, 2024 at $14.04; 100% vested at issuance; five-year term |
| Director plans | Options and equity awards under the 2017 Director Plan and assumed DISH Director Plan; director options vest 100% at grant; term five years |
| Option grant cadence | Typically initial grant upon board appointment and discretionary further grants; grant prices not less than fair market value on grant date |
Option awards outstanding as of December 31, 2024:
| Grant Tranche | Number of Options | Exercise Price ($) | Expiration Date |
|---|---|---|---|
| Legacy director option | 1,754 | 101.09 | 01/01/2025 |
| Legacy director option | 1,754 | 92.17 | 01/01/2026 |
| Legacy director option | 1,754 | 92.46 | 01/01/2027 |
| Legacy director option | 1,754 | 40.02 | 01/01/2028 |
| 2024 director option | 10,000 | 14.04 | 04/01/2029 |
Note: Closing market price on Dec 30, 2024 was $22.90; only the 10,000-share option at $14.04 was in-the-money at year-end versus the listed exercise prices .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock |
|---|---|---|
| DISH Network Corporation | Director (May 2005 – Dec 2023) | Long-standing governance ties with EchoStar post-merger; EchoStar is a controlled company under Ergen |
Expertise & Qualifications
- Finance, business, and risk management executive experience from leading CMC, a private investment management firm .
- Deep industry familiarity with DISH and EchoStar businesses from prior board service, contributing to board risk oversight and governance .
Equity Ownership
| Category | Shares (#) | Notes |
|---|---|---|
| Direct ownership | 3,698 | Shares held directly by Ortolf |
| Options exercisable/within 60 days | 15,262 | Non‑employee director options exercisable/vest within 60 days of record date |
| Child account | 70 | Shares held in name of one of his children |
| Partnership holdings (pledged as collateral) | 35,644 | Held by a partnership; shares are collateral for a margin account (red flag) |
| Total beneficial ownership (Class A) | 54,674 | Less than 1% of Class A; no Class B |
| Ownership as % of Class A | <1% | As reported in beneficial ownership table |
Policy context: EchoStar’s Insider Trading Policy prohibits hedging and pledging of Company securities and holding Company securities in margin accounts; directors, officers, and employees may not pledge Company securities as collateral or hold them in “margin” accounts . The disclosure that 35,644 shares are held as collateral for a margin account presents a governance misalignment against stated policy .
Governance Assessment
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Strengths
- Independent director with finance/risk credentials; active committee membership (Audit; Nominating & Governance); committees fully independent .
- Solid engagement: Board met 12 times in 2024; director attendance ≥75%; four executive sessions; full attendance at 2024 Annual Meeting .
- Director pay structure modest and aligned with service (cash retainer, meeting fees) and equity granted at market; options fully vested at grant with five-year term .
-
Risks and RED FLAGS
- Shares pledged as collateral in a margin account (35,644 shares via partnership), conflicting with EchoStar’s explicit prohibition on pledging/margin per Insider Trading Policy. This is a significant alignment and policy compliance concern for a sitting independent director. RED FLAG .
- Controlled company governance: Ergen’s ~90.5% voting power reduces minority shareholder influence and may constrain board independence in practice despite formal committee independence. Risk to investor confidence in board autonomy .
- Long-standing interlock via DISH board tenure may raise perceived conflicts in post‑merger decisions; no specific related‑party transactions disclosed for Ortolf, but context matters for independence optics .
No delinquent Section 16(a) filings in 2024 for directors and officers per company assertion; all Forms 3/4/5 reviewed and in compliance .
Fixed Compensation (Director-Specific Table)
| Metric | 2024 |
|---|---|
| Annual cash retainer ($) | 60,000 |
| Meeting fees policy | $1,000 in-person; $500 remote (per meeting; one per day cap) |
| Fees Earned or Paid in Cash ($) | 69,500 |
| Committee chair retainer ($) | 5,000 (not applicable to Ortolf) |
Performance Compensation (Director-Specific Table)
| Grant | Shares/Options | Grant Date | Exercise Price ($) | Vesting | Fair Value ($) |
|---|---|---|---|---|---|
| Non-employee director option | 10,000 options | 04/01/2024 | 14.04 | 100% vested at grant; 5-year term | 40,380 |
Other Directorships & Interlocks
| Company | Role | Period | Notes |
|---|---|---|---|
| DISH Network Corporation | Director | 2005–2023 | Prior governance role; post‑merger context with EchoStar controlled company status |
Expertise & Qualifications
- Finance, business, and risk management; President of CMC for over two decades .
- Knowledge of EchoStar/DISH businesses due to prior board service; contributes to Audit and Governance oversight .
Equity Ownership
| Ownership Detail | Shares (#) | % of Class A |
|---|---|---|
| Total beneficial ownership (Class A) | 54,674 | <1% |
| Notes | Includes 3,698 direct; 15,262 options exercisable within 60 days; 70 child account; 35,644 partnership shares pledged as margin collateral (RED FLAG) |
Governance Assessment Summary
- Overall: Experienced, independent director with active committee roles and strong attendance. However, pledged shares in a margin account are a material governance red flag that conflicts with EchoStar’s insider policy, negatively impacting alignment and investor confidence in board policy compliance. Controlled company dynamics and historic DISH ties further heighten scrutiny of independence in practice .