William D. Wade

About William D. Wade

Independent director of EchoStar Corporation (SATS), age 68, serving since February 2017. He is a member of the Audit Committee and the Nominating & Governance Committee, and the Board has determined he meets Nasdaq and SEC independence standards . Wade brings three decades of satellite operations and international telecom experience, including CEO tenure at AsiaSat .

Past Roles

External Roles

Board Governance

• Committees: Audit Committee member; Nominating & Governance Committee member; neither chair role held by Wade . Independence affirmed by Board .
• Board activity: 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 .
• Controlled company: EchoStar is a “controlled company” under Nasdaq rules; Charles W. Ergen beneficially controls ~90.5% of voting power and is party to a support agreement limiting certain Class A votes, with effective voting power ~89.6%, reducing certain independence listing requirements .
• Hedging/pledging: Company policy prohibits hedging and pledging of Company securities by directors/officers/employees .

Fixed Compensation

Performance Compensation

• Director equity framework: Options under the 2017 Director Plan (and assumed DISH Director Plan) are granted to non‑employee directors; grants are 100% vested upon issuance and have a 5‑year term; initial election grants are 10,000 options (first day of quarter following appointment). 620,630 Class A shares remained available under Director Plans as of Dec 31, 2024 .

No director performance metrics (e.g., TSR/financial hurdles) apply to non‑employee director compensation; equity is service‑based with immediate vesting .

Other Directorships & Interlocks

Expertise & Qualifications

• International satellite operations leadership (CEO/Deputy CEO at AsiaSat), compliance oversight (AsiaSat Compliance Committee), and telecom equipment/system integration experience at Hutchison Whampoa; senior roles at EchoSphere and Audiotone .
• Audit Committee member with financial literacy per Board assessment; Audit Committee chair designated financial expert is Brokaw; Wade is a member .

Equity Ownership

• Pledging/hedging: Company policy prohibits pledging and hedging by directors; no pledging disclosed for Wade. A separate director (Ortolf) has shares held as collateral in a margin account; not applicable to Wade .

Governance Assessment

• Strengths: Independent status; deep satellite operating experience; active committee service on Audit and Nominating & Governance; Board and committee attendance thresholds met; strong anti‑hedging/pledging policy .
• Alignment: Ownership is modest (<1%), but option grants are standard across directors and fully vested; 2024 compensation mix is balanced between cash ($75.5k) and options ($40.4k) .
• Risks/Red Flags:
  • Controlled company governance: Concentrated voting control by the Ergen family reduces traditional independence requirements and may limit minority shareholder influence .
  • No performance‑conditioned equity for directors: Options are time‑based and fully vested at grant, offering limited performance linkage for Board service .
  • Related‑party environment: Multiple disclosed related‑party transactions (e.g., CONX real estate and family employment) exist at the company level, though none are tied to Wade; continued Audit Committee oversight is critical .
• Shareholder signaling: Say‑on‑pay support was >98% in April 2023, indicating broad investor acceptance of compensation practices at that time (company‑wide context) .

Appendix: Committee and Attendance Snapshot (2024)

All facts and figures are sourced from EchoStar’s 2025 Definitive Proxy Statement (DEF 14A) filed March 21, 2025: .