DEF 14A of Comcast Corp, Apr 24, 2026

DEF 14A of Comcast Corp

Filed Apr 24, 2026 · FY20250001193125-26-177138

Open on EDGAR

  1. Thomas J. Reid

    | Shareholder Proposal | 55 | | PROPOSAL 4: Shareholder Proposal | | | Information about Stock Ownership | 59 | | Compensation of Directors | 61 | | Related Party Transactions Policy and Certain Transactions | 63 | | Other Information | 63 | | Appendix A: Reconciliations of Non-GAAP Financial Measures | A-1 |

  2. Board of Directors Nominees

    Board of Directors Nominees Board Snapshot

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    | 2026 Proxy Statement | 7 |

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    INDEPENDENT Independent: 82% Independent - 9 Non-independent - 2 Average Tenure: 9 years < 5 years - 4 5-10 years - 2 > 11 years - 3 Brian L. Roberts, 65 Chairman of the Board, President and CEO Director Since: March 1988 Committee Membership: None Kenneth J. Bacon, 71 Independent Director Director Since: November 2002 Committee Membership: Governance and Corporate Responsibility Committee Thomas J. Baltimore, Jr., 62 Independent Director Director Since: March 2023 Committee Membership: Compensation and Human Capital Committee Asuka Nakahara, 70 Independent Director Director Since: February 2017 Committee Membership: Audit Committee Wonya Y. Lucas, 65 Independent Director Director Since: April 2024 Committee Membership: Audit Committee Louise F. Brady, 59 Independent Director Director Since: October 2023 Committee Membership: Audit Committee Jeffrey A. Honickman, 69 Independent Director Director Since: December 2005 Committee Membership: Audit** and Governance and Corporate Responsibility Committees Edward D. Breen, 70 Lead Independent Director Director Since: February 2014 Committee Membership: Compensation and Human Capital Committee * Madeline S. Bell, 64 Independent Director Director Since: February 2016 Committee Membership: Governance and Corporate Responsibility Committee Gordon smith, 67 Independent Director Director Since January 2026 Committee Membership Audit Louise F. Brady, 61 Independent Director Director Since 2023 Compensation and human capital committee Michael J. Cavanagh, 60 Co-CEO Director Since: January 2026 Committee Membership: None Board Refreshment We have added four new independent directors to our Board within the past three years, including Thomas J. Baltimore, Jr. in March 2023, Louise F. Brady in October 2023, Wonya Y. Lucas in April 2024 and Gordon Smith in February 2026. David C. Novak stepped down from our Board in January 2026 to become Chairman of the Board of Directors of Versant upon completion of the spin-off. Director Skills and Experience As baseline director qualifications, our Board seeks, and each of our directors possesses, key attributes that we deem critical in being a director, including strong and effective decision-making, communication and leadership skills; high ethical standards, integrity and values; and a commitment to representing the long-term interests of our shareholders. Our Board, and the Governance and Corporate Responsibility Committee (the “Governance Committee”) in turn, also consider certain director qualifications and skills, including those highlighted below, and seek directors that bring to the Board a range of experiences, viewpoints, perspectives, professional knowledge, business expertise, financial expertise, industry knowledge, entrepreneurial background and experience, and high-level business management experience to oversee and address the current issues facing our company. Our Board and each of its committees assess their effectiveness as part of their annual self-assessment, which, among other things, evaluates the overall composition of our Board. In evaluating current directors for renomination to the Board or reappointment to Board committees, the Governance Committee considers the director’s performance, as well as the current challenges and needs of the Board and each

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    | 8 | 2026 Proxy Statement |

  8. Board of Directors Nominees

    committee. The Governance Committee further considers each director’s ability to dedicate sufficient time, energy and attention to the fulfillment of his or her duties, including other obligations and commitments and leadership positions on other boards. In accordance with our corporate governance guidelines, an independent director who is a chief executive officer of a public company may serve on the boards of no more than two other public companies in addition to our Board, while all other independent directors may serve on up to four public company boards in total. In renominating directors for election at our 2026 annual meeting, the Governance Committee and Board have determined that each of our director nominees is currently in compliance with our corporate governance guidelines and has sufficient time, energy and attention to serve on our Board.

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    | | | | | | | | | | | | | | | | Executive Leadership | | | | | | | | | | | | | | Industry Experience | | | | | | | | | | | | | | Consumer Products/ Customer-Oriented | | | | | | | | | | | | | | Technology | | | | | | | | | | | | | | Financial/Accounting | | | | | | | | | | | | | | Risk Management Oversight | | | | | | | | | | | | | | International | | | | | | | | | | | | | | Government Affairs | | | | | | | | | | | | | | Human Capital Management | | | | | | | | | | | | | | Non-Profit/Educational/ Philanthropic | | | | | | | | | | | |

  10. Board of Directors Nominees

    | 2026 Proxy Statement | 9 |

  11. Board of Directors Nominees

    Director Nominee Biographies

  12. Board of Directors Nominees

    | Kenneth J. Bacon | | Independent | | | Partner at RailField Partners | | | | Age: 71 Director since: 2002 Committees: Governance and Corporate Responsibility | Other Current Public Company Directorships: Arbor Realty Trust, Inc., Welltower Inc. Former Public Company Directorships: Ally Financial Inc. | | Career Highlights: | | | | • Partner, RailField Partners, a financial advisory and asset management firm, 2012 – Present • Executive Vice President, multifamily mortgage business, Fannie Mae, 2005 – 2012 | | • Interim Executive Vice President, Housing and Community Development, Fannie Mae, January 2005 – July 2005 • Member, National Multifamily Housing Council |

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    Skills and Qualifications: Mr. Bacon brings decades of executive experience across the financial services, real estate and housing industries, including his current role as a partner at RailField Partners. He previously held various leadership roles at Fannie Mae, a leading source of mortgage financing across the United States, where he oversaw a portfolio of nearly $200 billion in assets and ran the company’s multifamily division, affordable lending and community development initiatives. As an industry veteran and seasoned leader in the housing market and multifamily asset class, Mr. Bacon is deeply acquainted with regulatory affairs at federal, state and municipal levels. This background enables him to provide unique perspectives in discussions of how regulatory affairs and government relations impact our business broadly. Mr. Bacon’s deep experience in finance and risk management oversight enables him to contribute to our Governance Committee’s oversight of our compliance and privacy programs. His ongoing public company board service further enhances his perspective on emerging governance priorities, stakeholder expectations and risk frameworks, which he applies to Board deliberations and committee oversight.

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    | | Executive Leadership | | Financial/ Accounting | | Risk Management Oversight | | Government Affairs | | Non-Profit/ Educational/ Philanthropic |

  15. Board of Directors Nominees

    | Thomas J. Baltimore, Jr. | | Independent | | | Chairman, President and CEO of Park Hotels & Resorts | | | | Age: 62 Director since: 2023 Committees: Compensation and Human Capital | Other Current Public Company Directorships: American Express Company, Park Hotels & Resorts, Inc. Former Public Company Directorships: Prudential Financial, Inc. | | Career Highlights: | | | | • Chairman, President and CEO of Park Hotels & Resorts, Inc., a lodging and real estate investment trust, 2017 – Present • President, CEO and Member of Board of Trustees, RLJ Lodging Trust, 2011 – 2016 • Co-Founder and President, RLJ Development, LLC, 2000 – 2011 • Various management positions at Hilton Hotels Corporation, Marriott Corporation and Host Marriott Services Corporation | | • Board Member, University of Virginia Investment Management Company • Board Member, The Real Estate Roundtable • Executive Committee Member, American Hotel & Lodging Association • Board Member, UVA McIntire School of Commerce Foundation |

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    Skills and Qualifications: Mr. Baltimore currently serves as Chairman, President and CEO of Park Hotels & Resorts, a real estate investment trust with 40 premium branded hotels and resorts. He draws on this experience leading a complex consumer-facing enterprise to advise the Board on our theme parks and other customer-oriented businesses. In his current role and prior senior management roles, Mr. Baltimore has gathered a wealth of leadership and management experience in the investment management, hospitality and real estate industries which informs the Board’s oversight of strategy and human capital management across our businesses. In addition to Mr. Baltimore’s extensive track record of building and running companies, he has served on the boards of multiple large public companies including Prudential Financial and American Express. This cross-industry board experience strengthens his judgment on enterprise risk and governance best practices. Mr. Baltimore also has deep finance and M&A experience from his years at RLJ Development and RLJ Lodging Trust, as well as a background in accounting having begun his career in public accounting at Price Waterhouse.

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    | | Executive Leadership | | Industry Experience | | Consumer Products/ Customer-Oriented | | Financial/ Accounting | | Risk Management Oversight | | Human Capital Management |

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    | 10 | 2026 Proxy Statement |

  19. Board of Directors Nominees

    | Madeline S. Bell | | Independent | | | President and CEO of The Children’s Hospital of Philadelphia | | | | Age: 64 Director since: 2016 Committees: Governance and Corporate Responsibility | | | Career Highlights: | | | | • President and CEO, The Children’s Hospital of Philadelphia (“CHOP”), a top-ranked children’s health system and research institute, 2015 – Present • Multiple leadership roles, including Chief Operating Officer, CHOP, 1995 – 2015 • Began career as a pediatric nurse in 1983, moved from a variety of different nursing roles into hospital administration in 1989 and holds a Master of Science in Organizational Dynamics from the University of Pennsylvania | | • Board Member, Leonard Davis Institute of Health Economics • Executive Committee Member, Greater Philadelphia Chamber of Commerce and Member, CEO Council for Growth • Honorary Consul of Spain • Former Board Chair, Federal Reserve Bank of Philadelphia |

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    Ms. Bell serves as President and CEO of CHOP, one of the nation’s top-ranked children’s hospitals with annual revenue of $5.2 billion in fiscal year 2025 and more than 31,000 employees and other workforce members. Under her leadership, CHOP ranked among the Forbes List of America’s Best Large Employers in 2025. As President and CEO, Ms. Bell’s role includes facilitating and maintaining strategic partnerships with private and public partners, maintaining the hospital’s position as a premier nonprofit organization and overseeing and managing complex health and safety matters, as well as human capital strategies for a large, multi-disciplinary workforce that spans clinicians, staffers and academic research experts. These responsibilities translate to Board-level contributions on enterprise risk management, compliance culture, and workforce strategy and management across a diverse employee base.

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    | | Executive Leadership | | Consumer Products/ Customer-Oriented | | Risk Management Oversight | | Human Capital Management | | Non-Profit/ Educational/ Philanthropic |

  22. Board of Directors Nominees

    | Louise F. Brady | | Independent | | | Co-Founder and Managing Partner of Piedmont Capital Partners, LLC, Piedmont Capital Partners II, LLC and Piedmont Capital Investments, LLC | | | | Age: 61 Director since: 2023 Committees: Compensation and Human Capital | Other Current Public Company Directorships: Travel + Leisure Co. | | Career Highlights: | | | | • Co-Founder and Managing Partner of Piedmont Capital Partners, LLC, Piedmont Capital Partners II, LLC and Piedmont Capital Investments, LLC, 2013, 2019 and 2020, respectively – Present • President (2014 – 2024) and Director (since 2014) of Blue Current, Inc. • Vice President of Investments at Wells Fargo Advisors Financial Services, 1996 – 2013 | | • Board Member, Piedmont Triad Partnership • Board Member, The Bryan Foundation • Advisory Board, The Shuford Program in Entrepreneurship, University of North Carolina at Chapel Hill • Co-Chair, Board of Directors, Shift_Ed |

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    Skills and Qualifications: Ms. Brady is a seasoned business leader, having served on several management teams and company boards. As a venture capitalist, Ms. Brady has made transformative investments in emerging technology companies which helps inform strategic Board discussions. Ms. Brady has supported the development of innovative business ideas, including as an Advisory Board member of The Shuford Program in Entrepreneurship at the University of North Carolina at Chapel Hill. She also served as the President of Blue Current, a company that develops battery technology. Ms. Brady has over a decade of experience in venture capital investing and prior to that held investment-related roles at Wells Fargo Advisors and Bank of America. Her background in finance, investing, portfolio management and commercial banking enable her to make robust contributions to the Board’s evaluation of key financial, strategic and business decisions.

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    | | Executive Leadership | | Tech | | Financial/Accounting |

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    | 2026 Proxy Statement | 11 |

  26. Board of Directors Nominees

    | Edward D. Breen | | Lead Independent Director | | | Chairman of DuPont de Nemours, Inc. | | | | Age: 70 Director since: 2014 Committees: Compensation and Human Capital | Other Current Public Company Directorships: DuPont de Nemours, Inc. Former Public Company Directorships: International Flavors & Fragrances, Inc. | | Career Highlights: | | | | • Chairman (since November 2025) and former Executive Chairman (2019 – 2025) and CEO (2020 – 2024), DuPont de Nemours, Inc., a provider of technology-based materials, ingredients and solutions • CEO and Director, DowDuPont, 2017 – 2019 • Chairman and CEO, E.I. du Pont de Nemours & Co., 2015 – 2017 • CEO, Tyco International Ltd., 2002 – 2012; Chairman until 2016 | | • Previous President, Motorola, and multiple leadership roles in Motorola’s Networks Sector and Broadband Communications Sector • Chairman, President and CEO, General Instrument Corporation, 1997 – 2000 • Previously a director of Comcast from 2005 – 2011 • Chair, Board of Trustees, Grove City College |

  27. Board of Directors Nominees

    Mr. Breen currently serves as Chairman of the Board of Directors of DuPont de Nemours, a role he has held since November 2025, having previously served as the Executive Chairman of the Board from 2019 to November 2025 and the CEO from 2020 to 2024. Prior to DuPont, he served as Chairman and CEO of Tyco International. His years of experience as a transformational leader position Mr. Breen well to oversee strategy, provide input into capital allocation decisions and support the Board’s oversight of strategic and financial management of our company. His track record of complex separations, integrations and operational turnarounds informs the Board’s approach to long-term value creation, cost discipline and capital returns. Additionally, Mr. Breen’s vast corporate board experience provides him with a deep foundation in the principles of corporate governance. From his experience at Tyco International and previously at Motorola, Mr. Breen has gained invaluable experience in the technology, equipment supplier and consumer products sectors. In particular, he has deep knowledge of how those sectors relate to our Connectivity & Platforms businesses.

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    | | Executive Leadership | | Industry Experience | | Consumer Products/ Customer-Oriented | | Tech | | Risk Management Oversight | | Inter-national | | Human Capital Management |

  29. Board of Directors Nominees

    | Michael J. Cavanagh | | | | Co-CEO of Comcast | | | Age: 60 Director since: 2026 Committees: None | | Career Highlights: | | | • Co-CEO and Director, Comcast, January 2026 – Present • President, Comcast, 2022 – Present • Chief Financial Officer, Comcast, 2015 – 2023 • Co-President and Co-Chief Operating Officer, The Carlyle Group, 2014 – 2015 • Co-CEO, Corporate & Investment Bank, JPMorgan Chase & Co., 2012 – 2014 | • CEO, Treasury & Securities Services, JPMorgan Chase & Co., 2010 – 2012 • Chief Financial Officer, JPMorgan Chase & Co., 2004 – 2010 • Board of Trustees and Chair of Investment Committee, Yale University • Board of Directors, HealthVerity, Inc. • Member, Council on Foreign Relations |

  30. Board of Directors Nominees

    Skills and Qualifications: Mr. Cavanagh brings to the Board a proven record of enterprise leadership, financial stewardship and strategic execution across complex, scaled, global organizations. As Comcast’s Co-CEO, he oversees strategy, capital allocation and long‑term investment priorities and, drawing on his deep knowledge of our company and industries, supports effective Board-management dialogue and comprehensive oversight of performance and operations. His experience as CFO of JPMorgan Chase during the global financial crisis and subsequent senior leadership of its Corporate & Investment Bank equip him with deep financial expertise, which is fundamental to the Board’s oversight of our financial strategy and resilience. These roles also provided extensive cross-border operating and regulatory experience, informing Board oversight of our global businesses. His tenure as Co‑President and Co‑Chief Operating Officer of The Carlyle Group adds an investor‑oriented perspective to evaluating organic growth, portfolio optimization and transformative transactions. Across his leadership positions, Mr. Cavanagh has managed large, multinational teams and complex talent systems, bringing practical human capital expertise to the Board on leadership succession, executive development, organizational design and culture.

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    | | Executive Leadership | | Industry Expe-rience | | Consumer Products/ Customer-Oriented | | Tech | | Financial/ Accounting | | Risk Manage-ment Oversight | | Inter-national | | Human Capital Management |

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    | 12 | 2026 Proxy Statement |

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    | Jeffrey A. Honickman | Independent | | | CEO of Pepsi-Cola & National Brand Beverages, Ltd. | | | Age: 69 Director since: 2005 Committees: Audit and Governance and Corporate Responsibility | | Career Highlights: | | | • CEO, Pepsi-Cola & National Brand Beverages, Ltd., a bottling and distribution company, which includes among its affiliates Pepsi-Cola Bottling Company of New York, Inc. and Canada Dry bottling companies from New Jersey to Virginia, 1990 – Present • Vice President and Secretary of Antonio Origlio Inc., a beverage distributor based in Philadelphia, Pennsylvania, which does business as Origlio Beverages, 1987 – Present | • Board of Directors, American Beverage Association • Board of Trustees, Barnes Foundation • President’s Advisory Council, Sidney Kimmel Cancer Center, Jefferson Health |

  34. Board of Directors Nominees

    For over 30 years, Mr. Honickman has served as CEO of Pepsi-Cola & National Brand Beverages, one of the largest bottling and distribution companies in the United States. Leading large-scale consumer operations equips him to advise the Board on our consumer-facing businesses. Mr. Honickman has also been Vice President and Secretary of beverage distributor Antonio Origlio since 1987. From these roles, Mr. Honickman has a wealth of experience in financial management, budgeting and capital allocation. Mr. Honickman also holds a master’s degree in finance and a bachelor’s degree in accounting. In addition to his executive management roles, Mr. Honickman has served on a number of consumer industry boards, including his current service as a member of the Board of Directors of The American Beverage Association. This mix of operating and industry leadership informs Board discussions on enterprise risk management, capital allocation, consumer product marketing, brand strategy and consumer behavior.

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    | | Executive Leadership | | Consumer Products/Customer-Oriented | | Financial/Accounting |

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    | Wonya Y. Lucas | | Independent | | | Former President and CEO of Hallmark Media Networks | | | | Age: 65 Director since: 2024 Committees: Audit | Other Current Public Company Directorships: Atlanta Braves Holdings, Inc. Former Public Company Directorships: E.W. Scripps Company | | Career Highlights: | | | | • President and CEO, Hallmark Media Networks, 2020 – 2023 • President and CEO, Public Broadcasting Atlanta, 2015 – 2020 • President, Lucas Strategic Consultants LLC, 2013 – 2015 • President and CEO, TV One, 2011 – 2013 • Chair, Board of Jurors, Peabody Awards | | • Board of Trustees, Children’s Healthcare of Atlanta • Board of Directors, Community Foundation for Greater Atlanta • Board of Trustees, Georgia Tech Foundation • Board of Trustees, Sundance Institute • Former Board Member, National Cable and Telecommunications Association (NCTA) |

  37. Board of Directors Nominees

    Skills and Qualifications: Ms. Lucas has previously held senior executive positions at Hallmark Media Networks, Public Broadcasting Atlanta and TV One. In addition to her senior management roles, Ms. Lucas has wide-ranging experience and recognition in the media and entertainment sector. Her more recent accolades include induction into the Broadcasting & Cable Hall of Fame and the Cable Hall of Fame in 2023. Her service on industry-related boards includes her position as Chair of the Board of Jurors of the Peabody Awards, as a member of the Board of Trustees of the Sundance Institute and, formerly, as a member of the Board of the National Cable and Telecommunications Association. During her expansive career, Ms. Lucas has developed a deep expertise in consumer marketing and brand development. This includes previous roles at Westinghouse Electric, The Clorox Company, The Coca Cola Company, Turner Broadcasting and Discovery Communications, where she served as Chief Global Marketing Officer. Her deep knowledge of the entertainment and media industry is highly relevant to our company, and her previous leadership across content, distribution and media businesses provides the Board with insight into consumer sentiment and evolving media consumption.

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    | | Executive Leadership | | Industry Experience | | Consumer Products/ Customer-Oriented | | Risk Management Oversight |

  39. Board of Directors Nominees

    | 2026 Proxy Statement | 13 |

  40. Board of Directors Nominees

    | Asuka Nakahara | | Independent | | | Partner at Triton Atlantic Partners | | | | Age: 70 Director since: 2017 Committees: Audit | Other Current Public Company Directorships: CBRE Global Real Estate Income Fund | | Career Highlights: | | | | • Co-Founder, Incompass Labs, Inc., a peer assessment software company, 2022 – Present • Partner, Triton Atlantic Partners, a real estate advisory firm and investment vehicle that he co-founded, 2009 – Present • Senior Fellow, Zell-Lurie Real Estate Center, and Practice Professor, Real Estate Department, Wharton School of the University of Pennsylvania, 1999 – Present | | • Trammell Crow Company, various leadership roles including Chief Financial Officer (overseeing finance, capital markets, mergers and acquisitions, marketing, Trammell Crow University, human resources and other new business initiatives), 1980 – 1999 • Board of Trustees, Rice University |

  41. Board of Directors Nominees

    Over the course of a nearly 20-year real estate career at Trammell Crow Company, Mr. Nakahara held a number of senior leadership roles spanning finance, capital markets, M&A, talent development and organizational development, including service as Chief Financial Officer. These experiences have provided him with executive leadership, management, strategic planning and financial expertise credentials that are beneficial to the full range of Board responsibilities and support his service on our Audit Committee, including oversight of financial reporting, internal controls and enterprise risk. Mr. Nakahara is a co-founder and partner of real estate investment and advisory firm Triton Atlantic Partners, where he has over 15 years of experience in investment management and related fields. As an advisor, he provides strategic, leadership and capital markets advice to management teams. His public company board service at CBRE Global Real Estate Income Fund adds investment oversight and governance perspectives that he brings to Board deliberations. Mr. Nakahara has also been a dedicated educator throughout his career. He has served as Senior Fellow of the Zell-Lurie Real Estate Center at the Wharton School of the University of Pennsylvania for over 25 years, and he also serves on the Board of Trustees of Rice University. Mr. Nakahara brings this same expertise in training, leadership and oversight to our Board.

  42. Board of Directors Nominees

    | | Executive Leadership | | Financial/Accounting | | Non-Profit/Educational/Philanthropic |

  43. Board of Directors Nominees

    | Brian L. Roberts | | | | Chairman and Co-CEO of Comcast | | | Age: 66 Director since: 1988 Committees: None | | Career Highlights: | | | • Chairman of the Board, Comcast, 2004 – Present • CEO, Comcast, 2002 – Present • President, Comcast, 1990 – 2022 • Director Emeritus, CableLabs, the cable industry’s research and development consortium | As of December 31, 2025, Mr. Roberts, through his ownership of our Class B common stock, had sole voting power over 33 1/3% of the combined voting power of our two classes of voting common stock. |

  44. Board of Directors Nominees

    Skills and Qualifications: Mr. Roberts joined Comcast in 1981 and has served as our Chairman and CEO for over two decades. He has been a strong and effective leader at both the company and Board levels, navigating our company through multiple macroeconomic cycles and industry transformations. Mr. Roberts has overseen a strategy that has included organic growth, new business innovations and transformative strategic transactions, while also returning significant capital to shareholders and maintaining balance sheet discipline. He also serves as an effective bridge between the Board and management, facilitating strong collaboration and encouraging open lines of communication with the Board. He brings extensive familiarity with industry regulation and external stakeholder engagement, supporting the Board’s oversight of public policy, compliance culture and reputation. Given his tenure and direct engagement with leaders across all divisions, he has deep familiarity with our workforce, culture, talent pipeline and employee engagement, supporting effective Board oversight of human capital management and succession planning. His deep company history, broad knowledge of all aspects of our businesses, operations and risks, and extensive connections in the media and telecommunications industries uniquely position him to guide our company through challenges and evaluate future opportunities for growth.

  45. Board of Directors Nominees

    | | Executive Leadership | | Industry Experience | | Consumer Products/ Customer-Oriented | | Tech | | Risk Management Oversight | | Inter- national | | Human Capital Management |

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    | 14 | 2026 Proxy Statement |

  47. Board of Directors Nominees

    | Gordon Smith | | Independent | | | Former Co-President and Chief Operating Officer of JPMorgan Chase & Co. | | | | Age: 67 Director since: 2026 Committees: Audit | Other Current Public Company Directorships: Choice Hotels International, Inc., Humana Inc. | | Career Highlights: | | | | • Co-President and Chief Operating Officer of JPMorgan Chase & Co., 2018 – 2022 • CEO, Consumer and Community Banking, JPMorgan Chase & Co., 2012 – 2021 • CEO, Chase Card Services, Auto Finance and Student Lending, 2011 – 2012 | | • CEO, Chase Card Services, 2007 – 2011 • Various leadership roles at American Express, including the U.S. Domestic Consumer Card and Global Commercial Card Businesses, 1976 – 2007 • Operating Advisor, Clayton Dubilier & Rice, LLC |

  48. Board of Directors Nominees

    Mr. Smith brings extensive operating and risk management experience from his tenure as Co-President and Chief Operating Officer of JPMorgan Chase and as long-time leader of its Consumer and Community Banking franchise. He has led complex, technology-enabled, customer-facing businesses at scale, with accountability for growth, service, operations and controls. His roles at JPMorgan Chase and earlier at American Express, including leadership of its Global Commercial Card Business, give him practical international experience managing cross-border operations, multi-jurisdictional regulatory requirements and global payments infrastructure. This background equips him to advise the Board on international strategy, compliance, operational excellence, digital transformation, customer experience and enterprise risk, including data protection. His earlier leadership of card services and payments businesses also provides insight into subscription management and customer loyalty. Mr. Smith’s public company board service at Choice Hotels and Humana adds perspectives on consumer behavior, service quality and regulated industry dynamics.

  49. Board of Directors Nominees

    | | Executive Leadership | | Consumer Products/ Customer-Oriented | | Tech | | Financial/ Accounting | | Risk Management Oversight | | Inter- national | | Human Capital Management |

  50. Board of Directors Nominees

    Independence Determinations Our Board has determined that our nonemployee directors are, and were during 2025, independent in accordance with the director independence definition specified in our corporate governance guidelines, which are posted under “Corporate Governance” in the Investors section of our website at www.cmcsa.com, and in accordance with the applicable rules of The Nasdaq Stock Market LLC (“Nasdaq”). In making its independence determinations, our Board considered transactions and relationships between each director or any member of his or her immediate family and us, including those reported under “Related Party Transactions Policy and Certain Transactions” below. The Board also considered that in the ordinary course of business we have, during the current year and the past three fiscal years, sold products and services to, purchased products and services from, and/or made charitable donations (including by certain of our executive officers) to companies and organizations at which certain of our directors are currently an executive officer or a significant shareholder. In each case, the amount paid or donated to or received from these companies and organizations each year was below 1% of the recipient company’s or organization’s total consolidated gross revenues, which is far below the 5% limit prescribed by Nasdaq rules. Retirement Age and Director Tenure Our corporate governance guidelines require that our independent directors not stand for re-election to the Board after reaching the age of 75. We believe that our retirement policy and natural turnover achieve the appropriate balance between maintaining longer-term directors with deep institutional knowledge and refreshing the Board with new directors and different areas of expertise and knowledge.

  51. Board of Directors Nominees

    | 2026 Proxy Statement | 15 |

  52. Board of Directors Nominees

    Our Board considers director tenure in connection with its independence determinations, even though neither our corporate governance guidelines nor Nasdaq or SEC rules deem a long-tenured director not independent. Following the annual meeting of shareholders, if all director nominees are elected to serve as our directors, the average tenure of our independent directors will be nine years. Director Nominations Identifying and Evaluating Director Nominees Our Governance Committee will consider director candidates recommended by shareholders and will evaluate any such candidates in a similar manner as any other candidates. In identifying and evaluating candidates, whether recommended by the Governance Committee or by shareholders, the Governance Committee will consider the attributes outlined above in “Director Skills and Experience,” as well as applicable independence requirements. All of our nominees are current directors and were elected by the shareholders at our 2025 annual meeting, other than Gordon Smith who joined the Board in February 2026. Shareholder Nominees To submit a nomination for the election of directors, shareholders must provide a written notice in accordance with Section 3.10 of our bylaws. For the election of directors at the 2027 annual meeting of shareholders, if such meeting is called for a date between May 11, 2027 and July 10, 2027, we must receive written notice at the mailing address given on page 65 on or after February 10, 2027 and no later than the close of business on March 12, 2027. If we call the 2027 annual meeting of shareholders for any other date, we must receive written notice no later than the close of business on the tenth day following the day on which we first make a public announcement of the date of the meeting. In addition, in accordance with Section 3.11 of our bylaws, a shareholder or group of up to 20 shareholders owning at least 3% of the aggregate number of our outstanding shares of common stock continuously for at least three years may nominate and include in our proxy materials director nominees constituting up to the greater of 20% of our Board or two directors, provided the shareholder(s) and nominee(s) satisfy the requirements in our bylaws. Written notice of proxy access director nominees for the election of directors at the 2027 annual meeting of shareholders, if such meeting is called for a date between May 11, 2027 and July 10, 2027, must be received at the mailing address given on page 65 on or after November 25, 2026 and no later than the close of business on December 25, 2026. If such meeting is called for any other date, we must receive written notice no later than the close of business on the later of the date that is 180 days prior to such meeting or the tenth day following the day on which we first make a public announcement of the date of the meeting. Shareholders can obtain a copy of our bylaws by writing to Thomas J. Reid, Secretary, Comcast Corporation, at the mailing address given on page 65. A copy of our bylaws is filed with the SEC as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2025 and is posted under “Corporate Governance” in the Investors section of our website at www.cmcsa.com.

  53. Board of Directors Nominees

    | 16 | 2026 Proxy Statement |

  54. Board Structure and Responsibilities

    Board Structure and Responsibilities Board Leadership Structure Our Board believes that our company and shareholders are best served by maintaining the flexibility for the Board to split or combine the offices of Chairman and Chief Executive Officer depending upon the best interests of our company at a given point in time. To that end, our Governance Committee and Board regularly review our Board leadership structure to ensure that the most appropriate structure is in place. These reviews may consider a variety of factors, such as our state corporation laws, our governance practices, the efficiency and effectiveness of our existing Board leadership structure and feedback from our Board members as well as shareholders on our Board and its leadership structure. Our Board currently believes that we and our shareholders continue to be best served by having Mr. Roberts serve as both our Chairman and co-CEO, working together with a strong Lead Independent Director. Mr. Roberts is a strong and effective leader, at both the company and Board levels, who – together with Mr. Cavanagh, who was elevated to co-CEO in January 2026 – provides critical leadership in carrying out our strategic initiatives and confronting our challenges. Mr. Roberts serves as an effective bridge between the Board and management, facilitating strong collaboration and encouraging open lines of communication with the Board. In his role as Chairman, he also brings to Board discussions extensive knowledge of all aspects of our current business, operations and risks. In addition to our combined Chairman and co-CEO role, our independent directors are led by our Lead Independent Director, who ensures a strong, independent and active Board by promoting effective communication and consideration of strategy and material risks.

  55. Board Structure and Responsibilities

    | Edward D. Breen LEAD INDEPENDENT DIRECTOR | | | In accordance with our corporate governance guidelines, our Board has a strong Lead Independent Director position, currently filled by Mr. Breen. The Lead Independent Director: | | | • Presides at meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors that are held at almost all regularly scheduled Board meetings. • Facilitates communication between the Chairman and the independent directors and encourages director participation by fostering an environment of open dialogue and constructive feedback. • Communicates periodically as necessary between Board meetings and executive sessions with our independent directors and with management on topics of importance to our independent directors. • Is authorized to schedule meetings of the independent directors, including executive sessions of the independent directors. | • Is authorized to review and approve agendas, materials and schedules for Board meetings, which may include matters relating to significant risks of our company. • With the Compensation and Human Capital Committee (“Compensation Committee”), organizes the annual Board evaluation of the performance of our senior management. • With the Governance Committee, reviews and approves the process for the annual self-assessment of our Board and its committees. • Represents independent directors in communications with external constituencies, including significant shareholders, as appropriate. |

  56. Board Structure and Responsibilities

    The role of Lead Independent Director is filled by an independent director recommended by the Governance Committee, which is chaired by and composed entirely of independent directors, and appointed by the independent directors of the Board annually. In recommending Mr. Breen to serve as our Lead Independent

  57. Board Structure and Responsibilities

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  58. Board Structure and Responsibilities

    Director, our Governance Committee considered, among other qualifications, his extensive experience as a board chairman and chief executive officer seasoned in board-level risk oversight. Our Board believes that board independence and oversight of management are effectively maintained, and management plans are critically reviewed, through our existing governance structure and policies. The composition of our Board evolves gradually over time, which provides stability and experience, but the processes by which the Board works are dynamic and are designed to address the most critical risks and circumstances prevailing at any point in time. In addition to the Lead Independent Director position, we have strong and effective governance practices that support independent Board oversight, including: • Board independence and oversight of management effectively maintained through the Board’s composition, where nine of 11 of our director nominees are independent. • All Board-level committees (Audit, Compensation and Governance) are chaired by and composed entirely of independent directors, and appointed by the Board annually. • All directors have access to management, external experts and independent auditors. • Independent directors regularly meet in executive sessions without management present, chaired at our Board by our Lead Independent Director and at committees by committee chairs, to review, among other things, our strategy and risks, operating and financial performance, management effectiveness and succession planning. • Annual Board assessment process includes independent director input (which includes the Lead Independent Director) for Board and committee meeting agendas on key business and risk topics, director educational topics and the design, composition and effectiveness of our Board, its leadership structure and Board committees. • All directors may suggest inclusion of additional subjects on Board or committee agendas. • Independent director participation in and oversight of key governance processes, such as senior management performance, executive compensation and succession planning. • Our Chairman and co-CEO and our Lead Independent Director meet and speak with each other regularly about our Board and our company. In addition, having one individual perform the roles of Chairman and co-CEO is not restricted or prohibited by current laws or regulations. Board action is the product of consensus following informed and thorough discussion, relying on external expertise when appropriate to supplement management resources or provide the independent directors with additional support. No director has the right to override the vote of any other director, but in practical terms Board action is based on consensus not contested votes. Ultimately, we believe that our current leadership structure, together with our strong governance practices, creates a productive relationship between our Board and management, including strong and effective leadership of our company, as well as strong independent oversight that benefits our shareholders. Board Meetings and Attendance Our Board and various committees of the Board meet throughout the year. During 2025, there were nine meetings of our Board and a total of 19 committee meetings. Each director attended more than 75% of the aggregate number of Board meetings and the number of meetings held by all of the committees on which he or she served. We require our directors to participate in the annual meeting of shareholders, barring unusual circumstances. Each director then in office participated in the 2025 annual meeting of shareholders, other than Mr. Novak.

  59. Board Structure and Responsibilities

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  60. Board Structure and Responsibilities

    Our independent directors have the opportunity to meet separately in executive session following each regularly scheduled Board and committee meeting and, under our corporate governance guidelines, are required to meet in executive session at least two times each year. In 2025, executive sessions were held at each regularly scheduled Board meeting, and most regularly scheduled committee meetings. Committees of Our Board Our Board has three standing committees: Audit, Compensation and Governance. All of these committees are composed entirely of independent directors under applicable Nasdaq and SEC requirements. The Board makes committee and committee chair assignments annually, although changes may be made from time to time as deemed appropriate by the Board. Each committee has a Board-approved charter, which is reviewed annually by the respective committee, with the Governance Committee annually reviewing all charters and our corporate governance guidelines. Each committee has the authority to retain independent advisors to assist it in carrying out its responsibilities. Committee charters are posted under “Corporate Governance” in the Investors section of our website at www.cmcsa.com.

  61. Board Structure and Responsibilities

    | Audit Committee | | | | | Jeffrey A. Honickman (Chair) | | | | Members: Wonya Y. Lucas Asuka Nakahara Gordon Smith* | Meetings in 2025: 8 | | Key Responsibilities | | | | • Reviews the quality and integrity of our financial statements. • Reviews the financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Forms 10-Q and 10-K and our quarterly earnings press releases. • Monitors our internal control over financial reporting and disclosure controls and procedures. • Reviews the performance and responsibilities of our internal audit function and activities. • Appoints and evaluates the qualification, performance and independence of our independent auditors. | | • Reviews financial risk assessment and management, cybersecurity and significant business continuity risks. • Reviews process with respect to our enterprise risk management (“ERM”) assessment. • Reviews risks facing our company as disclosed in “Risk Factors” in our Form 10-K. • Reports its discussions to the full Board for consideration and action when appropriate. |

  62. Board Structure and Responsibilities

    *Mr. Smith joined the Audit Committee in February 2026. Each member of our Audit Committee is financially literate for audit committee purposes, and our Board has concluded that Jeffrey A. Honickman, Asuka Nakahara and Gordon Smith qualify as audit committee financial experts. The Audit Committee Report is included on page 26.

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  64. Board Structure and Responsibilities

    | Compensation and Human Capital Committee | | | | | Edward D. Breen (Chair) | | | | Members: Thomas J. Baltimore, Jr. Louise F. Brady* | Meetings in 2025: 6 | | Key Responsibilities | | | | • Oversees and sets compensation for our senior executives. • Performs an annual review of our compensation philosophy, executive compensation programs and the performance of senior executives, including our named executive officers (“NEOs”). • Evaluates annually whether there are any risks associated with our executive compensation program. • Oversees succession planning for senior management. | | • Reviews compensation and benefit plans and policies generally, including with respect to compensation of our senior executives and other employees. • Reviews programs and strategies with respect to human capital management, including with respect to talent recruitment, development and retention, employee engagement and workforce composition. • Reports its discussions to the full Board for consideration and action when appropriate. |

  65. Board Structure and Responsibilities

    *Ms. Brady joined the Compensation Committee in January 2026, having previously served on the Audit Committee. Each member of our Compensation Committee qualifies as a “non-employee director” under Rule 16b-3 under the Exchange Act. The Compensation Committee Report is included on page 43.

  66. Board Structure and Responsibilities

    | Governance and Corporate Responsibility Committee | | | | | Kenneth J. Bacon (Chair) | | | | Members: Madeline S. Bell Jeffrey A. Honickman | Meetings in 2024: 5 | | Key Responsibilities | | | | • Provides general oversight of corporate governance. • Oversees culture of compliance and ethical business conduct, including compliance program. • Reviews significant legal and regulatory compliance risks, such as privacy, artificial intelligence and data governance. • Oversees, monitors and receives reports on workplace harassment and discrimination matters. | | • Reviews and assesses our corporate social responsibility report and significant environmental and social issues, risks and trends. • Oversees our approach to political and lobbying activities, including by receiving periodic reports on our political contributions, lobbying and trade association activities. • Reports its discussions to the full Board for consideration and action when appropriate. |

  67. Board Structure and Responsibilities

    Board and Committee Strategy and Risk Oversight Responsibilities Our Board and its committees provide guidance to and oversight of management with respect to our business strategy throughout the year. Various elements of strategy are discussed at every Board meeting,

  68. Board Structure and Responsibilities

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  69. Board Structure and Responsibilities

    and our management is charged with executing the business strategy and updating the Board on progress and execution throughout the year. While active risk management is primarily the responsibility of our management, our Board understands the significant risks facing our company and, as a whole and through its committees, exercises an appropriate degree of risk oversight. Our management, with involvement and input from our Board, performs an annual ERM assessment to identify and manage key existing and emerging risks for our company. Our senior executive management team has the overall responsibility for, and oversight of, our ERM process, and an ERM steering committee manages the process, with one or more senior business executives then monitoring and managing each of the identified risks. Regular business presentations and discussions throughout the year at the Board or its committees, both from management and external experts as appropriate, highlight significant relevant risks and exposures, including those listed below as core enterprise risks identified through our ERM process. Our Board and its committees exercise their respective roles in strategy and risk oversight in a variety of ways, as set forth below. We believe the Board as a whole is ultimately accountable for risk oversight, but various Board committees may lead and inform the Board with regard to specific risks. To that end, our full Board receives an annual presentation on the results of the core enterprise risks identified through our ERM process for Board-level oversight, with our Audit Committee overseeing the process by which we perform our ERM exercise. Certain risks may be addressed by both the Board and its committees (such as succession planning and cybersecurity) or only by our Board or a committee, depending on the subject matter and significance of a particular risk. If discussion of a risk is covered during a committee meeting, the committee chair reports on the committee’s discussion to the full Board for consideration and action when appropriate.

  70. Board Structure and Responsibilities

    | Board of Directors | | | | | | | Oversight of Core Enterprise Risks | | | | | | | Competitive Risks | Reputational Risks | Succession Planning | Capital Allocation | Cybersecurity & Privacy | Legal & Regulatory | | | | | | | | | Audit Committee | | Compensation & Human Capital Committee | | Governance & Corporate Responsibility Committee | | | Oversight of: | | Oversight of: | | Oversight of: | | | • ERM assessment process • Financial reporting and accounting matters • Internal and disclosure controls • Financial risks • Cybersecurity and business continuity | | • Executive compensation program • Nonemployee director compensation • Human capital management, including talent recruitment, development and retention, employee engagement and workforce composition | | • Corporate governance • Compliance, legal and regulatory matters, including privacy, artificial intelligence and data governance • Harassment and discrimination matters • Political and lobbying activities • Significant environmental and social issues, risks and trends | |

  71. Board Structure and Responsibilities

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  72. Compensation Discussion and Analysis

    | What We Do | What We Don’t Do | | ü Employ rigorous Performance Stock Unit (“PSU”) and annual cash bonus performance conditions. ü Maintain robust stock ownership guidelines. A person not in compliance cannot sell or otherwise dispose of stock until the ownership requirement is met. ü Prohibit executive officers and directors from (i) pledging Comcast stock as collateral or holding it in margin accounts and (ii) using any strategies or products to hedge against potential changes in the value of our stock. ü Have an incentive compensation recoupment (or “clawback”) policy applicable to our executive officers. ü Compensation Committee directly engages Korn Ferry as its own independent compensation consultant. | û Do not maintain any defined benefit pension plans or supplemental executive retirement plans for our NEOs. û None of our equity plans has automatic (“single-trigger”) accelerated vesting provisions in connection with a change in control. Mr. Roberts’ employment agreement has a “double-trigger” change in control provision. No other NEO has change in control provisions in their employment agreement. û Do not pay dividends or dividend equivalents in respect of any unearned PSUs or Restricted Stock Units (“RSUs”) or on any stock options. û Do not provide any excise or other tax gross-ups for our executive officers. û Do not permit the repricing of options of any kind without shareholder approval. |

  73. Compensation Discussion and Analysis

    | Annual Cash Bonus | Revenue | Serves as the top line component to cash generation | | | Adjusted EBITDA | Reflects the operational performance of our businesses, taking into account the costs of operating these businesses | | | Free Cash Flow | Measures, among other things, cash remaining after capital investments that allows us to repay indebtedness, make strategic investments and return capital to shareholders | | Long-Term Incentive Program | Average ROIC | Measures how well capital (equity and debt) is used to generate earnings over a three-year period | | | Relative Adjusted EPS Growth | Measures earnings performance compared to other S&P 100 companies over a three-year period | | | Relative TSR | Measures total company achievement of shareholder returns compared to other S&P 100 companies over a three-year period |

  74. Compensation Discussion and Analysis

    Compensation Decisions Base Salary The Compensation Committee annually reviews base salary levels for the NEOs. In December 2025, in connection with Mr. Cavanagh’s promotion to co-CEO, his base salary increased to $2.75 million effective January 2026. Annual Cash Bonus Our short-term incentive program includes meaningful performance-based elements tied to financial goals, as well as incentives for attainment of operational goals tied to key strategic initiatives and key stakeholder and sustainability initiatives. • The target bonus opportunity for 2025, as a percentage of salary, was 300% for Messrs. Roberts and Cavanagh, 250% for Mr. Reid, 200% for Mr. Armstrong and 150% for Ms. Khoury. • Below are the target weightings for each element of the annual cash bonus plan for our NEOs. The maximum bonus achievable was 192.5%, based on a maximum weight of 140% for the three financial metrics plus 30% for operational performance goals and 22.5% for stakeholder and sustainability-related goals.

  75. Operational Performance Goals and Results

    Operational Performance Goals and Results The Compensation Committee established operational performance goals in February 2025 that accounted for 15% of the 2025 target annual bonus, with potential payouts ranging from 0% to 30%. The Compensation Committee determined that achievement against these goals was 18% based on both quantifiable outcomes and a holistic evaluation of the NEOs’ performance, collectively and individually. Each operational goal established, and the related considerations for achievement, are described below. Certain details about the performance of our operational goals are not disclosed due to competitive concerns.

  76. Operational Performance Goals and Results

    | GOALS | ACHIEVEMENT CONSIDERATIONS | | Alignment with Long Range Plans | In 2025, we significantly progressed our long-range strategic plans around our key growth drivers in managing our operations in what continues to be an intensely competitive environment: • Adapted our broadband go-to-market offering to compete more effectively for the long term by focusing on network, product and customer experience. • Accelerated momentum in domestic wireless and expanded our subscriber base by more than 1.5 million lines, growing revenue by 16.3% and surpassing 15% penetration of our domestic residential broadband customers. • Grew connectivity revenue by 4.2% to $46.0 billion, driven by growth in domestic wireless, international connectivity and business services connectivity. • Universal theme parks increased revenue by 14.2% and Adjusted EBITDA by 4.5%, driven by the successful opening of Epic Universe in May 2025. • Peacock paid subscribers increased 22% to 44 million and achieved a more than $700 million improvement in Peacock losses, which included the impact of new NBA rights fees. | | Organizational Collaboration | Our complementary, high-performing business units continued their strong collaboration and streamlined opportunities for further growth and alignment. • Our technology teams around the world collaborated on our global Entertainment OS platform, integrated and designed for how consumers consume content. • We further aligned our businesses and teams around shared objectives, to simplify how we operate and prioritize growth across our broadband, wireless, business services, theme parks, studios and streaming businesses. For example, our teams partnered on further integrating business and marketing strategies – |

  77. Operational Performance Goals and Results

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  78. Operational Performance Goals and Results

    | GOALS | ACHIEVEMENT CONSIDERATIONS | | | expanding NBCUniversal’s sports and entertainment reach and leveraging our iconic IP to deepen engagement with Xfinity customers. We advanced this effort through cross-portfolio promotions tied to major events and franchises such as Wicked, Jurassic, the Olympics, the NFL and the NBA, as well as through the Xfinity membership program designed to attract new broadband and wireless subscribers. • We leveraged our assets across Connectivity & Platforms and Content & Experiences to support the launch of Epic Universe as one of the most technologically advanced theme parks. | | Operational Agility | • We focused on meeting demands of our Connectivity & Platforms customers by simplifying pricing, improving transparency and enhancing customer experience in our go-to-market strategy. • We celebrated the successful grand opening of Epic Universe in May 2025, which attained strong guest satisfaction. Beyond Orlando, we continued executing against a strong pipeline of new theme park opportunities to serve more guests across the United States and the United Kingdom. • NBCUniversal’s studios had a strong movie slate that included Jurassic World Rebirth and Wicked: For Good. • The NBA’s return to NBCUniversal marked the start of one of the biggest stretches of live sports in our history and drew the largest audience for an NBA opening double header since 2010. |

  79. 2025 NEO Performance

    | Brian L. Roberts | Mr. Roberts provided invaluable long-term vision and stability as he continued to lead the execution of our company’s strategy worldwide, especially in light of competitive challenges. Under his leadership along with Mr. Cavanagh, we completed the successful spin-off of Versant, which we believe will better position our company to compete in the evolving media landscape. Mr. Roberts sets the tone for our businesses to execute at the highest level, to continue their strong collaboration and to further enhance the technological capabilities of our products across the Connectivity & Platforms and Content & Experiences businesses. Mr. Roberts continues to thoughtfully develop key senior leadership talent, as reflected with the promotion of Mr. Cavanagh to co-CEO in January 2026, and has continued our company’s commitment to advancing digital opportunity, a culture of integrity and respect and environmental sustainability. | | Michael J. Cavanagh | Mr. Cavanagh was named co-CEO of the Company, effective January 2026, as a result of his exceptional leadership. Alongside Mr. Roberts, Mr. Cavanagh led the successful execution of key decisions on critical strategic and operational initiatives across all of our businesses, including the Versant spin-off. He also provided strong leadership and strategic direction for our Connectivity & Platforms and Content & Experiences businesses. At Connectivity & Platforms, he oversaw the successful leadership succession and the acceleration of our wireless business which led to record new line additions in 2025. Content and Experiences, under his leadership, demonstrated strong execution on business and strategic initiatives such as box office successes like Wicked: For Good, the return of the NBA to NBCUniversal, Peacock growing revenue and mitigating its Adjusted EBITDA losses and the successful opening of Epic Universe. | | Jason S. Armstrong | Mr. Armstrong provided critical leadership of our finance, accounting, tax, investor relations and treasury functions. He led our overall long-range planning process and provided critical focus on our growth initiatives. He also continued our longstanding focus on capital allocation strategies and capital spending priorities, balance sheet strength and liquidity. Under his leadership, we achieved robust free cash flow generation, maintaining a focus on cost efficiency while continuing to invest in our business priorities such as our broadband network upgrade, theme park expansion and premium content. We also returned nearly $12 billion to shareholders through a combination of dividends and our share repurchase program. |

  80. 2025 Bonus Achievement

    2025 Bonus Achievement As a result of our strong performance during 2025, and the NEOs’ performance described above, the Compensation Committee determined that bonus amounts for 2025 were as follows.

  81. 2025 Bonus Achievement

    | | ROBERTS | CAVANAGH | ARMSTRONG | REID | KHOURY | | Total Paid (% of Target) | 110% | 110% | 110% | 110% | 110% | | Total Cash Bonus Paid | $8,583,175 | $8,583,175 | $4,577,693 | $5,436,010 | $2,574,952 |

  82. 2025 Bonus Achievement

    Equity-Based Incentive Compensation The Compensation Committee believes that the structure of our equity-based compensation program reinforces our performance culture and incents long-term shareholder value creation. Our 2025 equity compensation program for NEOs consisted entirely of PSUs, eliminating the use of stock options after considering feedback from shareholders. The key features of our annual long-term incentive awards granted in March 2025 were: • Three-year cumulative performance period. • Earned PSUs will cliff-vest on the third anniversary of the date of grant, generally subject to continued employment through such date. • PSUs are earned based on achievement of two primary performance metrics, each weighted 50%: (1) absolute ROIC and (2) relative Adjusted EPS growth compared to the S&P 100. • Attainment of primary performance metrics is subject to a relative TSR modifier compared to the S&P 100, with no positive modifier applied if absolute TSR is negative over the performance period. Potential payout of up to 250% of target, which rewards for outperformance against rigorous goals and providing significant returns to our investors.

  83. 2025 Bonus Achievement

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  84. 2025 Bonus Achievement

    We believe that our PSU structure ties a meaningful portion of each NEO’s total compensation opportunity to our long-term financial performance and closely aligns the interests of our NEOs with shareholders, with the ROIC and relative Adjusted EPS growth metrics serving as meaningful inputs to value creation and the relative TSR modifier providing an output measure of value creation. The combination of these performance metrics, together with the financial metrics (revenue, Adjusted EBITDA and Free Cash Flow), operational performance goals and the evaluation of stakeholder and sustainability initiatives under our annual cash bonus program, provide company-specific performance goals that are directly linked with our NEOs’ management of our company, while also satisfying shareholder return expectations.

  85. Performance Metrics

    Performance Metrics As described above, the PSUs granted in March 2025 under our annual long-term incentive program have two equally weighted primary performance metrics that are measured over a cumulative three-year performance period beginning January 1 in the year of grant: • Average ROIC: measured on an absolute basis for each year during the three-year period and averaged to yield an average ROIC result for the cumulative three-year period. • Relative Adjusted EPS Growth: compound annual growth rate measured on a relative basis at the end of the cumulative three-year performance period against the companies comprising the S&P 100 Index. The ultimate payout of the PSUs will then be subject to a relative TSR performance modifier of +/- 25% based on the percentile ranking of our TSR over the three-year performance period relative to that of the companies comprising the S&P 100 Index (“Relative TSR Modifier”). The Relative TSR Modifier is -25% if our TSR ranking is at or below the 25th percentile. The Relative TSR Modifier is +25% if our TSR ranking is at or above the 75th percentile. The Relative TSR Modifier applies on an interpolated basis for performance between the 25th – 75th percentiles. We also apply an “absolute TSR cap” such that no positive modifier will be applied if absolute TSR is negative over the performance period (regardless of our relative TSR performance) to better align our NEOs’ pay outcomes with shareholders’ returns. We believe this modifier more directly links our equity compensation program to shareholder returns by rewarding our executives for sustained market outperformance, as well as regulating payouts for underperformance, even if financial metrics are achieved at or above target. The maximum payout for the 2025 PSU awards is 250% of target (inclusive of the Relative TSR modifier), which provides additional incentive for outperformance and is in recognition of the fact that a significant portion of our NEOs’ compensation is delivered in the form of at-risk PSU awards, the value of which may only be realized by our NEOs upon achievement of financial and shareholder return performance measures over a three-year period. In determining the total value of equity-based compensation, the Compensation Committee considers, among other things, the overall performance mix of an NEO’s total direct compensation and the value of awards made to other executives, as well as the value of equity-based compensation awarded to comparable NEOs at our peer companies. Target values that the Compensation Committee approved for PSUs granted in March 2025 under our annual long-term incentive program are set forth below. These values are lower than the accounting values required to be set forth in the Summary Compensation Table as a result of certain assumptions and valuation methodologies required under applicable accounting standards.

  86. Performance Metrics

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  87. Performance Metrics

    | NAME | APPROVED TARGET PSUS ($) | | Mr. Roberts | 23,000,000 | | Mr. Cavanagh | 20,000,000 | | Mr. Armstrong | 9,500,000 | | Mr. Reid | 6,850,000 | | Ms. Khoury | 1,500,000 |

  88. Performance Metrics

    For more information, see “Grants of Plan-Based Awards” table below.

  89. Promotional PSU Award

    Promotional PSU Award In addition to his annual PSU grant in March 2025, in December 2025, Mr. Cavanagh received a PSU award in connection with his promotion to Co-CEO on January 2, 2026. The Compensation Committee, in consultation with its independent compensation consultant, determined that Mr. Cavanagh should receive an award designed to recognize his promotion and strong leadership and further incent and align his compensation with rigorous performance targets to drive long-term shareholder value creation. The PSUs were granted on December 19, 2025, with a target value of approximately $35 million, with the number of units determined by using the 5-day volume-weighted average price of Class A common stock for the period ending December 15, 2025, which was the day before the record date for the Versant spin-off. The PSUs cliff vest in full three years after the date of grant, subject to achievement of two equally-weighted primary performance metrics: absolute ROIC (which will be measured from January 1, 2026 – December 31, 2028) and relative Adjusted EPS growth compared to the S&P 100 (which will be measured from January 1, 2027 – December 31, 2028). Attainment of these primary performance metrics will be subject to a relative TSR modifier compared to the S&P100 (measured over the vesting period), provided no positive adjustment will apply if absolute TSR is negative.

  90. Prior PSU Award Vestings

    Prior PSU Award Vestings The three-year performance period for PSUs granted to our NEOs in 2023 concluded on December 31, 2025. The performance achieved resulted in a total payout of 108% of the target number of PSUs.

  91. Prior PSU Award Vestings

    | PERFORMANCE METRIC | PERFORMANCE PERIOD: 2023-2025 | | | | Actual Achievement | Payout (% of Target) | | ROIC (50%)(1) | 11.1% | 200% | | Relative Adjusted EPS Growth (50%) | 44th percentile | 88% |

  92. Prior PSU Award Vestings

    (1) ROIC is calculated as adjusted net income plus after-tax Interest expense, divided by average invested capital (debt plus shareholders’ equity, less cash and cash equivalents); as adjusted to exclude the effects of any extraordinary, unusual and/or nonrecurring items. ROIC targets for threshold achievement exceed our weighted-average cost of capital when set. The combined PSU payout percentage based on the above levels of ROIC and Relative Adjusted EPS Growth achievement was 144%, which, after applying a Relative TSR Modifier of -25% based on a 14th percentile ranking relative to the S&P 100 Index, resulted in the 108% total payout. Details about the ROIC potential payout ranges are not disclosed due to competitive concerns, particularly in light of our continued competitive bidding for funding under the Broadband Equity, Access and Deployment (BEAD) program.

  93. Prior PSU Award Vestings

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  94. Prior PSU Award Vestings

    Procedures for Determining Compensation Compensation Committee’s Role, Process and Assessments The Compensation Committee approves the nature and amount of compensation paid to, and the employment and related agreements entered into with, our executive officers, and oversees broad-based cash bonus and equity-based plans, approving guidelines for grants of awards under these plans and determining and overseeing our compensation and benefits policies generally. In 2025, the Compensation Committee reviewed each element of our NEOs’ compensation for internal consistency. It also reviewed various analyses provided by its independent compensation consultant, including assessments of the composition of our peer groups, compensation program design and market trends, as well as competitive pay and financial performance analyses. After taking all of this into account, the Compensation Committee evaluated our financial performance, as compared to our peers over time, as it related to our competitive compensation philosophy. In addition, the Compensation Committee annually reviews the nature and mix of compensation elements, as well as compensation plan design and award terms, to ensure that our compensation program does not include inadvertent incentives for our NEOs to take inappropriate business risks by making decisions that may not be in the best interests of our shareholders. In determining individual compensation, the Compensation Committee evaluated Mr. Roberts’ performance, and Mr. Roberts discussed with the Compensation Committee the performance of our other NEOs. The Compensation Committee, among other things, assesses each NEO’s responsibilities and roles with respect to corporate policy-making, management and contribution to our overall performance, both in terms of financial results and progress on key initiatives, as well as the importance of retaining the NEO. This process helps inform compensation decisions and allows our Compensation Committee to employ a holistic evaluation that may include factors both within and outside of management’s control, balanced with individual and company performance and shareholder outcomes. See “Design and Structure of Our Executive Compensation Program – Compensation Decisions” above for information on NEO performance and decisions made in respect of 2025. Role of Compensation Consultants The Compensation Committee has directly engaged Korn Ferry as its own independent compensation consultant. Korn Ferry provides research, analysis and input as to the form and amount of executive and director compensation both to our Compensation Committee and to management. The Compensation Committee collaborated with Korn Ferry to determine and approve the parameters used to conduct the assessment work. Korn Ferry did not determine or recommend the form or amount of compensation of our NEOs for 2025. In 2025, we paid Korn Ferry approximately $446,500 for services related to executive and director compensation and approximately $88,500 for leadership, succession, organizational strategy and talent consulting services and executive search services. As part of their job responsibilities, certain of our executive officers participate both in gathering and presenting facts related to compensation and benefits matters as requested by the Compensation Committee and in formulating and making recommendations to the Compensation Committee in these areas. These executives, together with our employees who work in the compensation area, also conduct research and consult with compensation consultants, legal counsel and other expert sources to keep abreast of developments in these areas. All decisions, however, regarding the compensation of our NEOs are made by the Compensation Committee and are reviewed by the Board, following reviews and discussions held in executive sessions. The Compensation Committee assessed Korn Ferry’s work as required under SEC rules and concluded that its work for the Compensation Committee in 2025 did not raise any conflicts of interest. The Compensation Committee reached this determination by reviewing the fees paid to Korn Ferry and evaluating its work under applicable SEC and Nasdaq rules on conflicts of interest.

  95. Prior PSU Award Vestings

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  96. Prior PSU Award Vestings

    Use of Competitive Data While peer group and various compensation survey analyses are considered important and valuable by the Compensation Committee, the Compensation Committee does not make any determination of, or change to, compensation in reaction to market data alone. Rather, it uses this information as one of several considerations to inform its decisions in determining compensation levels (and when to change compensation levels). Peer Group The Compensation Committee, advised by Korn Ferry, reviewed the criteria for selecting members of our peer groups and determined that no changes were warranted to the composition of our core peer group for 2025. Below are the companies in our core peer group for 2025, which are the same companies considered in our core peer group for 2024:

  97. Prior PSU Award Vestings

    | • Alphabet Inc. • AT&T Inc. • Charter Communications, Inc. • Fox Corporation • Meta Platforms, Inc. • Netflix, Inc. | • Paramount Skydance Corporation • T-Mobile US, Inc. • The Walt Disney Company • Verizon Communications, Inc. • Warner Bros. Discovery, Inc. |

  98. Prior PSU Award Vestings

    Our peer group analyses indicate that overall, our “pay at risk” practices are generally aligned with peer group practices. • Comparisons for (i) Mr. Roberts were made to peer chief executive officers for the peer group, (ii) Mr. Cavanagh’s annual compensation were made by ordinal rank (i.e., the position in the Summary Compensation Table), and for his promotional award, to other supplemental equity grants made to incoming CEOs in the peer group, (iii) Mr. Armstrong were made to peer chief financial officers, (iv) Mr. Reid were made to peer chief legal officers, and (v) Ms. Khoury were made by ordinal rank and to top communications officers based on survey data. • As a supplemental reference point to further inform the Compensation Committee, comparisons were made to general industry peer groups with revenues similar in size to our business as a whole and our business units. The Compensation Committee does not determine an NEO’s target compensation solely based on a specific reference point within our peer group; instead, it reviews our peer group analyses, as well as the other analyses discussed in “Compensation Committee’s Role, Process and Assessments,” both to validate our compensation program design and to inform its judgment in determining target compensation.

  99. Prior PSU Award Vestings

    | 40 | 2026 Proxy Statement |

  100. Prior PSU Award Vestings

    Other Compensation Policies and Considerations Executive Stock Ownership Policy We maintain a stock ownership policy for members of our senior management, including our NEOs, that is designed to increase our executives’ ownership stake in our company and align their interests with those of our shareholders. Requisite stock ownership levels for 2025 are set forth below.

  101. Prior PSU Award Vestings

    | | MULTIPLE OF BASE SALARY REQUIRED | COMPLIANCE STATUS | | Brian L. Roberts | 10x | In compliance | | Michael J. Cavanagh | 5x | In compliance | | Jason S. Armstrong | 3x | In compliance | | Thomas J. Reid | 3x | In compliance | | Jennifer Khoury | 3x | In compliance |

  102. Prior PSU Award Vestings

    There is a phase-in period of six years after the year in which an executive first becomes subject to the policy (or to a higher base salary multiple) to allow the executive to meet the full stock ownership requirement. If an executive is subject to a phase-in period, we consider them to be in compliance with the policy if they meet the reduced stock ownership requirements under such phase-in. In determining compliance, the Compensation Committee may consider any noncompliance that occurs solely or primarily from a decline in the market price of our stock. If an executive is not in compliance, he or she is prohibited from selling our stock (unless a hardship exemption is granted). Insider Trading Policies and Prohibitions on Hedging and Pledging We have adopted insider trading policies governing the purchase, sale and other dispositions of our securities by directors, officers and employees, as well as by Comcast itself, that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to us. Our policies prohibit our executive officers, certain other high-level employees and directors from buying or selling any of our securities during specified blackout periods, and, when outside of those blackout periods, they may only buy or sell our securities with prior approval in accordance with internal procedures. This helps ensure that our executive officers and directors will not trade in our securities at a time when they are aware of material, nonpublic information. Our policies also prohibit our executive officers and directors from (i) using any strategies or products (including derivative securities, such as put or call options, or short-selling techniques) to hedge against potential changes in the value of our stock and (ii) holding our stock in margin accounts or pledging our stock as collateral for a loan. No Automatic Payments in Connection with a Change in Control We generally do not have any benefits, such as accelerated vesting of equity awards, that are “triggered” automatically as a result of a “change in control” (a “single trigger”) or the occurrence of one or more specified events (a “double trigger”) that may follow a change in control, such as termination of employment without cause. Instead, we believe it is in the best interests of our company for our Board and Compensation Committee, who are subject to fiduciary obligations to act in a manner they believe to be in the best interests of our company and shareholders, to retain the discretion to determine whether it is appropriate to accelerate the vesting of stock options and/or stock units or provide other benefits in connection with a particular change in control transaction.

  103. Prior PSU Award Vestings

    | 2026 Proxy Statement | 41 |

  104. Prior PSU Award Vestings

    Mr. Roberts’ employment agreement provides that if his employment is terminated following a change in control, that termination will be treated as a termination without cause for the purpose of determining his benefits in those circumstances under his employment agreement. The Compensation Committee approved this provision as a fair and reasonable protection for Mr. Roberts in the event of a change in control. Payments in Connection with a Termination of Employment Payments to our NEOs upon a termination of employment are described under the “Potential Payments upon Termination or Change in Control” table below. These compensation arrangements are contained in each NEO’s employment or other agreements and are not a factor in the Compensation Committee’s determination of annual compensation elements. These arrangements were arrived at as a result of arm’s-length negotiations in connection with entering into each such agreement. Recoupment (or “Clawback”) Policy We have an incentive compensation recoupment (or “clawback”) policy that was adopted in accordance with applicable SEC and Nasdaq rules. Under this policy, the Compensation Committee will seek to recover incentive compensation paid to our executive officers in the event of an accounting restatement as defined, and to the extent required, under such rules. Award Timing We grant annual equity incentive awards each year on a specified date determined in advance of the grant. In 2025, annual awards were granted on the first business day in March, while in 2026, annual awards were granted on the first business day in February. The value of these annual awards is approved by the Compensation Committee at a meeting prior to the grant date. Our off-cycle awards (for new hires, promotions, etc.) generally are granted in accordance with pre-established grant date schedules. During 2025, we did not grant any stock options to our NEOs. Tax and Accounting Considerations The Compensation Committee considers accounting and tax implications of our compensation and benefit programs, including with respect to the tax deductibility of our executive compensation. Section 162(m) of the Internal Revenue Code generally limits the tax deductibility of compensation paid by public companies to certain individuals, including our NEOs, to $1 million. In the exercise of its business judgment and in accordance with its compensation philosophy, the Compensation Committee has previously awarded, and continues to have the flexibility to award, compensation that is not tax deductible if it determines that such award is in our shareholders’ best interests. Other Considerations The Compensation Committee is aware that Mr. Roberts is our shareholder with the greatest beneficial voting power. The Compensation Committee maintains an objective stance toward Mr. Roberts’ compensation. The Compensation Committee uses the same methods, tools and processes to determine Mr. Roberts’ compensation as it does for our other NEOs.

  105. Prior PSU Award Vestings

    | 42 | 2026 Proxy Statement |

  106. Executive Compensation Tables

    | NAME AND PRINCIPAL POSITION | YEAR | SALARY ($) | STOCK AWARDS(2) ($) | OPTION AWARDS(3) ($) | NON-EQUITY INCENTIVE PLAN COMPENSATION(4) ($) | ALL OTHER COMPENSATION(5) ($) | TOTAL ($) | | Brian L. Roberts | 2025 | 2,600,962 | 23,473,076 | — | 8,583,175 | 491,200 | 35,148,413 | | Chairman of the Board & | 2024 | 2,500,001 | 17,911,098 | 5,750,038 | 7,500,002 | 200,483 | 33,861,622 | | Chief Executive Officer | 2023 | 2,500,000 | 15,024,591 | 9,200,027 | 8,550,000 | 199,049 | 35,473,666 | | Michael J. Cavanagh(1) | 2025 | 2,600,962 | 60,341,115 | — | 8,583,175 | 231,392 | 71,756,644 | | President | 2024 | 2,500,001 | 13,627,970 | 4,375,032 | 7,500,002 | 255,162 | 28,258,168 | | | 2023 | 2,463,846 | 11,431,801 | 7,000,032 | 8,426,353 | 258,030 | 29,580,063 | | Jason S. Armstrong | 2025 | 2,080,769 | 9,695,549 | — | 4,577,693 | 22,112 | 16,376,123 | | Chief Financial Officer | 2024 | 1,996,154 | 6,619,338 | 2,125,001 | 4,351,616 | 10,000 | 15,102,108 | | | 2023 | 1,789,615 | 3,266,371 | 2,000,033 | 4,528,767 | 10,000 | 11,594,786 | | Thomas J. Reid | 2025 | 1,976,731 | 6,990,937 | — | 5,436,010 | 10,000 | 14,413,678 | | Chief Legal Officer and | 2024 | 1,898,079 | 5,334,578 | 1,712,518 | 5,172,264 | 10,000 | 14,127,439 | | Secretary | 2023 | 1,800,080 | 3,266,371 | 2,000,033 | 4,104,182 | 10,000 | 11,180,666 | | Jennifer Khoury | 2025 | 1,560,577 | 1,530,857 | — | 2,574,952 | 10,000 | 5,676,386 | | Chief Communications Officer | 2024 | 1,500,000 | 1,168,328 | 375,045 | 2,452,500 | 10,000 | 5,505,873 | | | 2023 | 1,494,231 | 980,051 | 600,010 | 2,555,135 | 10,000 | 5,639,427 |

  107. Compensation of Directors

    Compensation of Directors

  108. Director Compensation Program

    Director Compensation Program From time to time, the Compensation Committee directs an independent compensation consultant to provide analyses with respect to various nonemployee director compensation data. Korn Ferry last provided this analysis in 2025. Pursuant to Korn Ferry’s recommendations, the Compensation Committee recommended and the Board approved an increase in the value of the annual stock grant to nonemployee directors from $225,000 to $240,000, effective October 2025. Our current nonemployee director annual compensation reflecting these changes is as follows:

  109. Director Compensation Program

    | DIRECTOR FEES | COMMITTEE MEMBERSHIP FEES FOR EACH BOARD COMMITTEE | | | |

  110. Director Compensation Program

    Annual Retainer FMV of Annual Grant of Shares of CMCSA $120,000 $225,000 Member Chair $15,000 $40,000 The annual retainer may be received, at the election of the nonemployee director, in shares of Class A common stock, the receipt of which may be deferred in whole or in part. The receipt of the annual stock grant (which is fully vested upon grant) also may be deferred in whole or in part, as may any fees received by a director. Deferred fees must be invested notionally in a third-party mutual or exchange fund or our Class A common stock fund (with dividends being reinvested in Comcast stock).

  111. Director Compensation Program

    | 2026 Proxy Statement | 61 |

  112. Director Compensation Program

    Nonemployee directors are reimbursed for travel expenses for meetings attended. While from time to time guests of our nonemployee directors may accompany them on travel related to business events, and our nonemployee directors and guests may receive tickets for personal use, we have been reimbursed for any incremental costs to the extent required by our policy. Nonemployee directors are also provided with our courtesy services for our Connectivity & Platforms products, if in our service areas, and a Peacock subscription at no cost during the time they serve and for five years thereafter.

  113. Director Compensation

    Director Compensation The following table sets forth specified information regarding the compensation of our nonemployee directors in 2025. No information is provided for Messrs. Roberts and Cavanagh, who are employee directors and do not receive compensation for services as a director.

  114. Director Compensation

    | NAME(1) | FEES EARNED OR PAID IN CASH(2) ($) | STOCK AWARDS(3) ($) | ALL OTHER COMPENSATION ($) | TOTAL ($) | | Kenneth J. Bacon | 160,000 | 240,016 | — | 400,016 | | Thomas J. Baltimore, Jr. | 135,000 | 240,016 | — | 375,016 | | Madeline S. Bell | 135,000 | 240,016 | — | 375,016 | | Louise F. Brady | 135,000 | 240,016 | — | 375,016 | | Edward D. Breen | 160,000 | 240,016 | — | 400,016 | | Jeffrey A. Honickman | 175,000 | 240,016 | — | 415,016 | | Wonya Y. Lucas | 135,000 | 240,016 | — | 375,016 | | Asuka Nakahara | 135,000 | 240,016 | — | 375,016 | | David C. Novak(4) | 135,000 | 240,016 | — | 375,016 |

  115. Director Compensation

    (1) Mr. Smith joined our Board in February 2026 and did not earn any compensation in 2025. (2) This column represents all cash retainers and meeting fees earned by our nonemployee directors in 2025, regardless of whether such amounts were deferred or elected to be received in shares of our Class A common stock. Refer to footnote (2) of the Security Ownership of Directors and Executive Officers table for information on shares deferred by directors. (3) The amounts in this column represent the aggregate grant date fair value for each award of shares of Class A common stock granted in 2025, in accordance with FASB ASC Topic 718. The amounts in this column were calculated using the valuation assumptions discussed in the “Share-Based Compensation” footnote to the financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025. The amounts were determined by multiplying the Class A common stock closing price on their respective grant date by the number of shares subject to the grant. Mr. Novak stepped down from our Board in January 2026.

  116. Director Compensation

    | 62 | 2026 Proxy Statement |