Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(b) Afshin Mohebbi stepped down and no longer serves on the Board of Directors
(the "Board") of DISH Network Corporation ("DISH or the "Corporation") and its
committees as of December 31, 2021.
(d) The Board appointed W. Erik Carlson as a member of the Board also as of
December 31, 2021.
Mr. Carlson, has served as President and Chief Executive Officer since December
2017. Mr. Carlson is a DISH Network veteran of more than two decades, and has
held numerous roles throughout the company. Prior to serving as President and
Chief Executive Officer, Mr. Carlson served as President and Chief Operating
Officer. In that role, Mr. Carlson oversaw the company's day-to-day operations
including Human Resources, Operations and Information Technology, Media Sales,
Marketing, Programming, Product Management, Acquisition and Retention, and
Finance and Accounting organizations.
(e) On December 30, 2021, the Board and the Executive Compensation Committee of
the Board (the "Compensation Committee") of the Corporation approved a
performance-based incentive plan (the "2022 Incentive Plan") under DISH's 2019
Stock Incentive Plan. The purpose of the 2022 Incentive Plan is to promote the
Corporation's interests and the interests of the Corporation's stockholders by
generally providing certain executive officers, senior vice presidents, vice
presidents and director-level employees within our established businesses with
financial rewards through equity participation and cash incentives upon
achievement of certain specified business objectives. Employees participating in
the 2022 Incentive Plan are generally expected to receive cash awards and a
one-time option ("option") to purchase a specified number of shares of Class A
common stock of the Corporation with an exercise price per share equal to the
closing price of the Class A common stock of DISH on the date of grant or the
last trading day prior to the date of grant (if the date of grant is not a
trading day). The options will initially be granted as of February 1, 2022. The
amount of the cash awards are tied to a certain percentage of the applicable
employee's base salary. The options and cash awards under the 2022 Incentive
Plan will vest based upon the Corporation's achievement prior to December 31,
2026 of certain specified business objectives.
For certain executive officers, senior vice presidents, vice presidents and
director-level employees that are not participating in the 2022 Incentive Plan,
they will generally be eligible to participate in the Corporation's wireless
incentive program for certain of our employees focused on our wireless business.
These employees are generally eligible to receive cash payments tied to a
certain percentage of the applicable employee's base salary if the Corporation
were to achieve certain specified wireless business objectives. On December 30,
2021, the Compensation Committee added an additional objective to this wireless
incentive program.
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