DEF 14A of Comcast Corp
Filed Apr 28, 2023 · FY20220001308179-23-000809
Notice of 2023 Annual Meeting of Shareholders of Comcast Corporation
| Executive Compensation Tables | 54 | | Summary Compensation Table | 54 | | Grants of Plan-Based Awards | 55 | | Outstanding Equity Awards at Fiscal Year-End | 57 | | Option Exercises and Stock Vested | 59 | | Nonqualified Deferred Compensation in and as of Fiscal Year-End | 60 | | Agreements with Our Named Executive Officers | 60 | | Potential Payments upon Termination or Change in Control | 61 | | Equity Compensation Plan Information | 63 | | CEO Pay Ratio | 63 | | Pay Versus Performance | 64 | | PROPOSAL 6: Advisory Vote on Frequency of Vote on Executive Compensation | | | PROPOSALS 7-11: Shareholder Proposals | 66 | | Information about Stock Ownership | 84 | | Compensation of Directors | 86 | | Related Party Transactions Policy and Certain Transactions | 87 | | Other Information | 88 | | Appendix A: Reconciliations of Non-GAAP Financial Measures | A-1 | | Appendix B: Nasdaq Board Diversity Matrix | B-1 | | Appendix C: Comcast Corporation 2023 Omnibus Equity Incentive Plan | C-1 | | Appendix D: Amended and Restated Comcast Corporation 2002 Employee Stock Purchase Plan | D-1 |
Board of Directors Nominees
Board of Directors Nominees Board Snapshot
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| INDEPENDENCE | DIVERSITY (GENDER & RACE)* | INDEPENDENT DIRECTOR TENURE | | Independent: 90% Independent - 9 Non-independent - 1 Diverse: 50% Racial/Ethnic Diversity - 40% Female - 20% Average Tenure: 9.7 years < 6 years - 2 6-10 years - 4 > 10 years - 4 Brian L. Roberts, 63 Chairman of the Board, President and CEO Director Since: March 1988 Committee Membership: None Kenneth J. Bacon, 68 Independent Director Director Since: November 2002 Committee Membership: Governance and Corporate Responsibility Committee Thomas J. Baltimore, Jr., 59 Independent Director Director Since: March 2023 Madeline S. Bell, 61 Independent Director Director Since: February 2016 Committee Membership: Governance and Corporate Responsibility Committee Edward D. Breen, 67 Lead Independent Director Director Since: February 2014 Committee Membership: Compensation and Human Capital Committee Gerald L. Hassell, 71 Independent Director Director Since: May 2008 Committee Membership: Compensation and Human Capital Committee Jeffrey A. Honickman, 66 Independent Director Director Since: December 2005 Committee Membership: Audit** and Governance and Corporate Responsibility Committees Maritza G. Montiel, 71 Independent Director Director Since: June 2018 Committee Membership: Audit Committee** Asuka Nakahara, 67 Independent Director Director Since: February 2017 Committee Membership: Audit Committee David C. Novak, 70 Independent Director Director Since: December 2016 Committee Membership: Compensation and Human Capital Committee Non-independent – 1 Non-Diverse – 5 Diverse – 5 Independent – 9 Board Nominees | | |
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| See “— Director Skills, Experience and Diversity” below and Nasdaq Board Diversity Matrix in Appendix B for additional information.* | | Audit Committee Financial Expert** |
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| 2023 Proxy Statement | 13 |
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Director Skills, Experience and Diversity 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 also strives to balance the need to have directors with a diversity of skills, backgrounds, experiences, perspectives and viewpoints, areas of expertise and knowledge, while including gender and racial and ethnic representation. Our Board and each of its committees assess their effectiveness in this regard as part of their annual self-assessment which, among other things, evaluates the overall composition of our Board, including the diversity of skills and backgrounds of our directors. Our GCR Committee focuses on certain specific director qualifications and skills, including those highlighted below, to select directors that bring to the Board a diversity of experience, qualifications, skills, viewpoints and perspectives to oversee and address the current issues facing our company. Our GCR Committee considers these qualifications, recognizes the value of diversity of backgrounds and experiences among its membership and is committed to diversity on our Board as it seeks to identify and evaluate potential new directors. In evaluating current directors for renomination to the Board or reappointment to Board committees, the GCR Committee also assesses the director’s performance, as well as the current challenges and needs of the Board and each committee. The GCR Committee also considers each director’s ability to dedicate sufficient time, energy and attention to the fulfillment of his or her duties when it nominates directors each year. 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. The Board also considers directors’ other obligations and commitments, including leadership positions the director may hold on other boards, in assessing directors’ ability to dedicate sufficient time to our Board. In renominating directors for election at our 2023 annual meeting, the GCR Committee and Board have determined that each of our directors is currently in compliance with our corporate governance guidelines and has sufficient time, energy and attention to serve on our Board. KENNETH J. BACON THOMAS J. BALTIMORE, JR. MADELINE S. BELL EDWARD D. BREEN GERALD L. HASSELL JEFFREY A. HONICKMAN MARITZA G. MONTIEL ASUKA NAKAHARA DAVID C. NOVAK BRIAN L. ROBERTS Executive Leadership Relevant Industry Experience Consumer Products/Customer-Oriented Technology Financial/Accounting Risk Management Oversight International Government Affairs Human Capital Management Non-Profit/Educational/Philanthropic Gender* Race/Ethnicity* M M F M M M F M M M B B W W W W H A W W Executive Leadership Relevant Industry Experience Consumer Products/Customer-Oriented Technology Financial/Accounting Risk Management Oversight International Government Affairs Human Capital Management Non-Profit/Educational/Philanthropic Gender* Race/Ethnicity*
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| F – Female; M – Male; A – Asian or Pacific Islander; B – Black or African American; H – Hispanic/Latino/a/e; W – White. See also Nasdaq Board Diversity Matrix in Appendix B.* |
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Director Nominee Biographies
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| Kenneth J. Bacon INDEPENDENT Partner at RailField Partners | |
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Age: 68 Director since: November 2002 Committees: Governance and Corporate Responsibility
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| OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: Ally Financial Inc., Arbor Realty Trust, Inc., Welltower Inc. | FORMER PUBLIC COMPANY DIRECTORSHIPS: Forest City Realty Trust |
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CAREER HIGHLIGHTS:
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| ● | Partner, RailField Partners, a financial advisory and asset management firm, 2012 – Present | | ● | Executive Vice President of the 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: We believe that Mr. Bacon’s significant experience in senior executive leadership, regulatory and government affairs, risk management and the financial and housing industries renders him qualified to serve as one of our directors.
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| | Executive Leadership | | | Financial/Accounting | | | Risk Management Oversight | | | Government Affairs | | | Non-Profit/Educational/Philanthropic |
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| Thomas J. Baltimore, Jr. INDEPENDENT Chairman, President and Chief Executive Officer of Park Hotels & Resorts | |
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Age: 59 Director since: March 2023
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| OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: American Express Company, Park Hotels & Resorts, Inc. | FORMER PUBLIC COMPANY DIRECTORSHIPS: AutoNation, Inc., Prudential Financial, Inc. |
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CAREER HIGHLIGHTS:
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| ● | Chairman, President and Chief Executive Officer of Park Hotels & Resorts, Inc., a lodging and real estate investment trust, 2017 – Present | | ● | President, Chief Executive Officer and Member of Board of Trustees of 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: We believe that Mr. Baltimore’s executive leadership experience as a president and chief executive officer, extensive risk management, finance and strategy expertise, as well as his experience in the hospitality industry, render him qualified to serve as one of our directors.
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| | Executive Leadership | | | Relevant Industry Experience | | | Consumer Products/Customer-Oriented | | | Financial/Accounting | | | Risk Management Oversight |
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| 2023 Proxy Statement | 15 |
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| Madeline S. Bell INDEPENDENT President and Chief Executive Officer of The Children’s Hospital of Philadelphia | |
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Age: 61 Director since: February 2016 Committees: Governance and Corporate Responsibility CAREER HIGHLIGHTS:
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| ● | President and Chief Executive Officer, The Children’s Hospital of Philadelphia (“CHOP”), a top-ranked children’s health system and research institute with 23,000 employees and over $3.2 billion of annual revenue, 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 | | ● | Board Member, Solutions for Patient Safety | | ● | Executive Committee Member, Greater Philadelphia Chamber of Commerce and Member, CEO Council for Growth | | ● | Former Board Chair, Federal Reserve Bank of Philadelphia |
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SKILLS AND QUALIFICATIONS: We believe that Ms. Bell’s experience and leadership of CHOP, including her oversight of risk management efforts, and her experience in the non-profit community render her qualified to serve as one of our directors.
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| | Executive Leadership | | | Consumer Products/Customer-Oriented | | | Risk Management Oversight | | | Non-Profit/Educational/Philanthropic |
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| Edward D. Breen LEAD INDEPENDENT DIRECTOR Chief Executive Officer and Executive Chairman of DuPont de Nemours, Inc. | |
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Age: 67 Director since: February 2014 Committees: Compensation and Human Capital
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| OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: DuPont de Nemours, Inc. | FORMER PUBLIC COMPANY DIRECTORSHIPS: International Flavors & Fragrances, Inc. (not standing for re-election at its 2023 annual meeting), Corteva, Inc., DowDuPont Inc. |
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CAREER HIGHLIGHTS:
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| ● | Chief Executive Officer (since 2020) and Executive Chairman (since 2019), DuPont de Nemours, Inc., a provider of technology-based materials, ingredients and solutions | | ● | Chief Executive Officer and Chairman, DowDuPont and predecessors, 2015 – 2019 | | ● | Chief Executive Officer, Tyco International Ltd., 2002 – 2012; Chairman until 2016 | | ● | Previous President and Chief Operating Officer, Motorola, and multiple leadership roles, Motorola’s Networks Sector and Motorola’s Broadband Communications Sector | | ● | Chairman, President and CEO, General Instrument Corporation, 1997 – 2000 | | ● | Previously a director of Comcast from 2005 – 2011 | | ● | Chair of the Board of Trustees, Grove City College | | ● | Member of the Board of Trustees, Lebanon Valley College | | ● | Member of the Board of Trustees, The Hun School of Princeton |
Board of Directors Nominees
SKILLS AND QUALIFICATIONS: We believe that Mr. Breen’s extensive experience in the technology, equipment supplier and consumer products sectors, notably as those sectors relate to the internet, video and wireless industries, and his various experiences as a president and chief executive officer, render him qualified to serve as one of our directors.
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| | Executive Leadership | | | Relevant Industry Experience | | | Consumer Products/Customer-Oriented | | | Technology | | | Risk Management Oversight | | | International |
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| Gerald L. Hassell INDEPENDENT Former Chief Executive Officer of The Bank of New York Mellon | |
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Age: 71 Director since: May 2008 Committees: Compensation and Human Capital
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| OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: MetLife, Inc. |
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CAREER HIGHLIGHTS:
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| ● | Chief Executive Officer and Chairman, The Bank of New York Mellon, a financial services corporation, 2011 – 2017 | | ● | President, The Bank of New York Company, Inc. and The Bank of New York, 1998 – 2011 | | ● | Member of the Board of Trustees, Duke University | | ● | Member of the Board of Directors, Duke University Health System |
Board of Directors Nominees
SKILLS AND QUALIFICATIONS: We believe that Mr. Hassell’s significant experience and leadership in the financial industry, including with respect to consumer financial products, as well as his prior experience as a president and chief executive officer and in the oversight of risk management efforts, render him qualified to serve as one of our directors.
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| | Executive Leadership | | | Consumer Products/Customer-Oriented | | | Financial/Accounting | | | Risk Management Oversight |
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| Jeffrey A. Honickman INDEPENDENT Chief Executive Officer of Pepsi-Cola & National Brand Beverages, Ltd. | |
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Age: 66 Director since: December 2005 Committees: Audit and Governance and Corporate Responsibility CAREER HIGHLIGHTS:
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| ● | Chief Executive Officer, 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 | | ● | Member of the Board of Directors, American Beverage Association | | ● | Member of Board of Trustees, Barnes Foundation | | ● | Member of President’s Advisory Council, Sidney Kimmel Cancer Center, Jefferson Health |
Board of Directors Nominees
SKILLS AND QUALIFICATIONS: We believe that Mr. Honickman’s significant experience in the wholesale and consumer products industries, including his experience as a chief executive officer, and extensive financial acumen renders him qualified to serve as one of our directors.
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| | Executive Leadership | | | Consumer Products/Customer-Oriented | | | Financial/Accounting |
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| 2023 Proxy Statement | 17 |
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| Maritza G. Montiel INDEPENDENT Former Deputy Chief Executive Officer and Vice Chairman of Deloitte LLP | |
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Age: 71 Director since: June 2018 Committees: Audit
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| OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: AptarGroup, Inc., McCormick & Company, Incorporated, Royal Caribbean Group |
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CAREER HIGHLIGHTS:
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| ● | Deputy Chief Executive Officer and Vice Chairman, Deloitte LLP, 2011 – 2014 | | ● | Numerous senior management roles at Deloitte, including: |
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| ● | Managing Partner (Leadership Development and Succession, Deloitte University), 2009 – 2011 | | ● | Regional Managing Partner, 2001 – 2009 |
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| ● | Advisory Partner for many public company clients where Deloitte was the principal auditor | | ● | Member of Deloitte’s U.S. and Global Board of Directors | | ● | Member of the Board of Trustees, Baptist Health South Florida |
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SKILLS AND QUALIFICATIONS: We believe that Ms. Montiel’s extensive experience and leadership in the accounting profession, including her experience as the former Deputy Chief Executive Officer and Vice Chairman of Deloitte and in the oversight of risk and compliance efforts, render her qualified to serve as one of our directors.
Board of Directors Nominees
| | Executive Leadership | | | Financial/Accounting | | | Risk Management Oversight | | | International | | | Government Affairs | | | Human Capital Management |
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| Asuka Nakahara INDEPENDENT Partner at Triton Atlantic Partners | |
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Age: 67 Director since: February 2017 Committees: Audit
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| OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: CBRE Global Real Estate Income Fund |
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CAREER HIGHLIGHTS:
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| ● | 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 | | ● | Associate Director, 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 | | ● | Member of the Board of Trustees, Rice University |
Board of Directors Nominees
SKILLS AND QUALIFICATIONS: We believe that Mr. Nakahara’s extensive knowledge of real estate and general advisory matters, including his leadership and academic experiences, as well as his prior experience as a chief financial officer, render him qualified to serve as one of our directors.
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| | Executive Leadership | | | Financial/Accounting | | | Non-Profit/Educational/Philanthropic |
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| David C. Novak INDEPENDENT Founder of David Novak Leadership, Inc. | |
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Age: 70 Director since: December 2016 Committees: Compensation and Human Capital CAREER HIGHLIGHTS:
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| ● | Founder of David Novak Leadership, Inc., which provides online leadership training to transform managers into confident, capable, engaging leaders, 2020 – Present | | ● | Executive Chairman of the Board, YUM! Brands, Inc., 2015 – 2016 | | ● | Chairman of the Board, YUM! Brands, Inc., 2001 – 2014 | | ● | Chief Executive Officer, YUM! Brands, Inc., 2000 – 2014 | | ● | Board Member, Lift-a-Life Novak Family Foundation | | ● | Author of O GREAT ONE! A Little Story About the Awesome Power of Recognition, Taking People With You: The Only Way to Achieve Big Things and co-author of Take Charge of You, dedicated to developing leaders at every stage of life |
Board of Directors Nominees
SKILLS AND QUALIFICATIONS: We believe that Mr. Novak’s extensive knowledge of customer service-oriented business practices, including marketing and talent management, as well as his prior experience as a chief executive officer and chairman, render him qualified to serve as one of our directors.
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| | Executive Leadership | | | Customer-Oriented/Marketing | | | International | | | Human Capital Management | | | Non-Profit/Educational/Philanthropic |
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| Brian L. Roberts Chairman and Chief Executive Officer of Comcast | |
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Age: 63 Director since: March 1988 Committees: None CAREER HIGHLIGHTS:
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| ● | Chairman of the Board, Comcast, 2004 – Present | | ● | Chief Executive Officer, Comcast, 2002 – Present | | ● | President, Comcast, 1990 – 2022 | | ● | Director Emeritus, CableLabs, the cable industry’s research and development consortium |
Board of Directors Nominees
As of December 31, 2022, 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. SKILLS AND QUALIFICATIONS: We believe that Mr. Roberts’ extensive experience and leadership in the internet, video, phone, media and entertainment and wireless industries, including as our Chairman and Chief Executive Officer and in the oversight of business strategies and risk management efforts, render him qualified to serve as one of our directors.
Board of Directors Nominees
| | Executive Leadership | | | Relevant Industry Experience | | | Consumer Products/Customer-Oriented | | | Risk Management Oversight | | | International |
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| 2023 Proxy Statement | 19 |
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Independence Determinations Our Board has determined that each of our nine nonemployee directors is 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, Director Tenure and Director Emeritus Program Our corporate governance guidelines require that our independent directors not stand for re-election to the Board after reaching the age of 72. 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, while including gender and racial and ethnic representation. 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 9.7 years. Our Board has created a director emeritus program to avail itself of the counsel of retiring directors who have made and can continue to make a unique contribution to the deliberations of the Board. A director emeritus may provide advisory services as requested from time to time and may be invited to attend meetings of the Board, but may not vote, be counted for quorum purposes or have any of the duties or obligations imposed on our directors or officers under applicable law or otherwise be considered a director. Sheldon M. Bonovitz was designated as a director emeritus following our 2020 annual meeting. Director Nominations Identifying and Evaluating Director Nominees Our GCR Committee will consider director candidates nominated or 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 GCR Committee or by shareholders, the GCR Committee will consider an individual’s professional knowledge, business, financial and management expertise, industry knowledge, entrepreneurial background and experience, as well as applicable independence requirements. The GCR Committee also gives significant consideration to the current composition and diversity of our Board, including with respect to the skills set forth above, as well as age, background, experiences, perspectives, viewpoints and gender and racial and ethnic representation. All of our nominees are current directors and were elected by the shareholders at our 2022 annual meeting, other than Thomas J. Baltimore, Jr., who joined the Board in March 2023. 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 2024 annual meeting of shareholders, if such meeting is called for a date between May 8, 2024 and July 7, 2024, we must receive written notice at the mailing address given on page 90 on or after February 8, 2024 and no later than the close of business on March 9, 2024. If we call the 2024 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 2024 annual meeting of shareholders, if such meeting is called for a date between May 8, 2024 and July 7, 2024, must be received at the mailing address given on page 90 on or after November 30, 2023 and no later than December 30, 2023. 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 90. 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, 2022 and is posted under “Corporate Governance” in the Investors section of our website at www.cmcsa.com.
Compensation Discussion and Analysis
| 2022 CEO COMPENSATION MIX | 2022 AVERAGE NEO COMPENSATION MIX (EXCLUDING CEO) | | | | | | *Excludes one-time special performance stock option award to Mr. Cavanagh. |
Compensation Discussion and Analysis
<1% Other 42% PSUs 27% Stock Options 92% Total Performance-Based 8% Salary 24% Annual Cash Bonus <1% Other 34% PSUs 22% Stock Options* 89% Total Performance-Based 11% Salary 33% Annual Cash Bonus Key executive compensation decisions in respect of 2022 compensation are discussed in detail below under “Our Approach to Compensation” and “Compensation Decisions.” Shareholder Feedback on Executive Compensation and Compensation-Related Changes The CHC Committee and our management team are committed to continued engagement with shareholders to understand their viewpoints and to discuss and demonstrate the important connection between our compensation program, on the one hand, and our business strategy, goals and financial and operating performance, on the other hand. In 2021, the CHC Committee carefully considered such shareholder feedback and made several changes in response to feedback, which it continued to believe were appropriate for 2022. These changes are summarized in the table below.
Compensation Discussion and Analysis
| WHAT WE HAVE HEARD | WHAT WE HAVE DONE | | LONG-TERM INCENTIVE COMPENSATION DESIGN | | | Consider having a multi-year performance period for PSUs | Starting in 2021, PSUs have had a 3-year cumulative performance period, with performance goals determined at the beginning of the 3-year period and measured at the end of the 3-year period; previously PSUs had five individual 1-year performance periods. | | Consider using a relative performance metric Consider incenting NEOs with a capital allocation performance metric Consider a PSU performance metric not also used in the annual cash bonus program | Starting in 2021, PSUs granted have two relative performance metrics relating to Adjusted Earnings Per Share (“EPS”) growth and total shareholder return (“TSR”) and include an absolute return on adjusted invested capital (“ROIC”) performance metric; none of these metrics are used in our annual cash bonus program. For more information on the structure of our PSU awards, including the financial metrics selected, please see “Our Approach to Compensation” and “Equity-Based Incentive Compensation – PSUs” below. | | ANNUAL CASH BONUS | | | Consider aligning relative weighting of quantitative financial performance metrics closer to market Consider improving the transparency and objectivity of non-financial performance metrics | Starting in 2021, the Annual Cash Bonus program has: ●Increased the quantitative financial metrics to 70% (from 50% in 2020) of the target bonus to closer align with market practice. Revenue, Adjusted EBITDA and Free Cash Flow remain the quantitative financial metrics used. ●Based 15% of the target bonus on strategic operating performance goals and 15% on a qualitative assessment of our progress on stakeholder and sustainability initiatives; in both cases annually setting objective goals against which to assess performance. For more information on the strategic operating performance goals and stakeholder and sustainability goals, please see “Compensation Decisions – Annual Cash Bonus” below. |
Compensation Discussion and Analysis
| What We Do | | | Employ rigorous PSU and annual cash bonus performance conditions. Maintain robust stock ownership guidelines. A person not in compliance cannot sell or otherwise dispose of stock until the applicable ownership requirement is met. ●CEO = 10x base salary ●President = 5x base salary ●Other executive officers = 3x base salary ●Nonemployee directors = 5x annual cash retainer Prohibit our 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. Have an incentive compensation recoupment (or “clawback”) policy applicable to our executive officers. CHC Committee directly engages Korn Ferry as its own independent compensation consultant. Use net-settled options, which results in fewer shares issued and less dilution to our shareholders than stock options exercised with a cash payment. | | | | What We Don’t Do | | | Do not permit the repricing of options of any kind. Do not maintain any defined benefit pension plans or supplemental executive retirement plans for our NEOs. 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 any change in control provisions in his or her employment agreement. Do not pay dividends or dividend equivalents in respect of any unearned PSUs or RSUs or on any stock options. Do not provide for any excise or other tax gross-ups for our executive officers. |
Compensation Discussion and Analysis
| ● | To motivate and retain our executives, we provide pay opportunity levels that are highly competitive. | | ● | Our compensation program is designed to achieve an appropriate balance of elements to reward our NEOs for their performance and create long-term shareholder value. In addition to fixed compensation, we provide short-term and long-term performance-based compensation that includes company-specific performance goals, as well as relative performance goals that measure our shareholder value creation relative to market performance. | | ● | Our short-term annual bonus program includes quantitative financial performance goals that are based, in part, on consolidated budgets that are prepared annually and take into consideration the cyclicality of working capital in our business, capital spending plans for the upcoming year, target product rollout numbers and other relevant factors. We balance out our annual bonus program by also incenting attainment of strategic operating performance goals and key stakeholder and sustainability initiatives. | | ● | Our annual long-term incentive program is composed of grants of PSUs and stock options. PSUs awarded in 2022 have meaningful performance conditions for vesting measured over a three-year period based on two relative performance metrics relating to Adjusted EPS growth and TSR as well as an absolute ROIC performance metric, all of which balance internal goals and relative market performance. Stock options are inherently performance-based in that our stock price must appreciate for the options to deliver any value. | | ● | The primary financial quantitative metrics used in our 2022 incentive compensation programs generally reflect those used internally to measure our performance and externally to report to investors. Many of these measures are tied to cash generation, capital efficiency and generating sustained profitable growth over time, as well as measure our growth and increase in shareholder value relative to market peers. We believe the metrics used in our short-term annual bonus program and long-term equity incentive program balance both short-term growth and value creation over the longer term. The financial metrics used in our 2022 executive compensation program are set forth below. |
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 the S&P 100 over a three-year period | | | Relative TSR | Measures total company achievement of shareholder returns compared to the S&P 100 over a three-year period |
Compensation Discussion and Analysis
| TYPE | ELEMENT | WHY WE USED IT | COMPENSATION HIGHLIGHTS | | | Base Salary | ●Necessary to attract and retain our NEOs. ●Serves as a baseline measure of an NEO’s value. ●Guaranteed compensation in exchange for investing in a career with us. | ●Salary level is based on individual performance, position within the organization and any increase in duties and responsibilities. | | | Annual Cash Bonus | ●Provides a competitive annual cash bonus opportunity and completes our competitive total annual cash compensation package. ●Target bonus is based on the CHC Committee’s assessment of the optimal mix of fixed vs. variable cash compensation. ●Supports our objective that NEOs must balance achieving current year (short-term) goals with long-term value creation. | ●Based on objective quantitative financial performance metrics and quantitative and qualitative goals relating to key operating performance goals. ●Includes a qualitative portion based on stakeholder and sustainability initiatives such as continued leadership in addressing the “digital divide,” further progress on our DE&I and environmental sustainability initiatives, and further enhancing our strong culture of integrity and respect. | | | Annual PSU Grants | ●Fosters a long-term commitment, motivates executives to improve the long-term market performance of our stock and focuses them on the long-term creation of shareholder value. ●Links the NEOs’ decision-making with the long-term outcomes of those decisions. ●Creates a meaningful retention tool and ties value ultimately realized to longer-term performance. | ●Cliff vest after three years. ●Vesting is dependent upon achievement of absolute and relative performance metrics established at the beginning of the three-year period. ●Ultimate value of shares acquired upon vesting depends on attainment of metrics and stock price. | | | Annual Stock Option Grants | ●Fosters a long-term commitment, motivates executives to improve the long-term market performance of our stock and focuses them on the long-term creation of shareholder value. ●Links the NEOs’ decision-making with the long-term outcomes of those decisions. ●Relatively long vesting period creates a significant retention tool and ties value ultimately realized to our long-term performance. | ●Vest ratably over a five-year period. ●Stock price must appreciate for stock options to deliver value. ●Options are net settled, resulting in fewer shares issued upon exercise. |
Compensation Discussion and Analysis
Compensation Decisions Base Salary Pursuant to their new employment agreements and in light of Mr. Cavanagh’s promotion, the base salaries of Messrs. Cavanagh and Watson both increased to $2.5 million effective March 2023. 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 progress toward key stakeholder and sustainability initiatives.
Compensation Discussion and Analysis
| ● | The target bonus opportunity in 2022 was 300% of salary for each NEO. | | ● | Below are the target weightings for each element of the annual cash bonus plan for our NEOs in 2022. The maximum bonus achievable was 185%, based on a maximum weight of 140% for all of the financial metrics and of 22.5% for each of the operating performance and stakeholder and sustainability-related goals. |
Financial Metrics and Results
Financial Metrics and Results The performance ranges below were used as the financial performance metrics for the NEOs’ 2022 target bonus. Achievement for each financial metric would be zero if performance is below the minimum threshold of the metric’s range, with potential payouts ranging from 14% if achievement for all three financial metrics is at the low end of the range to a maximum of 140% for achievement of all three metrics at the top end of the range. See “2022 Performance” above for a description of our strong financial performance in 2022.
Financial Metrics and Results
| | ROBERTS | CAVANAGH | WATSON | SHELL | STRONG | | Total Paid (% of Target) | 100% | 100% | 100% | 100% | 100% | | Total Cash Bonus Paid | $7,500,000 | $6,900,000 | $6,900,000 | $7,500,000 | $6,250,000(1) |
Financial Metrics and Results
| Ms. Strong’s bonus was determined with reference to a U.S. dollar equivalent salary for 2022. It was paid in British pounds sterling using a daily spot rate of £1 to $1.2103.(1) |
Financial Metrics and Results
| KEY FEATURES | 2022 EQUITY COMPENSATION PROGRAM | | PSU Performance Period | ●Three-year cumulative performance period, with all performance goals measured over the three-year period ●Cliff-vests based on payout levels three years following grant | | PSU Performance Goals | ●PSUs earned based on achievement of two primary performance metrics, each weighted 50%: (1) absolute ROIC and (2) relative Adjusted EPS growth ●Attainment of primary performance metrics is subject to a relative TSR modifier, with no positive modifier applied if TSR is negative over the performance period | | PSU Award Payouts | ●Performance must be achieved through a cumulative three-year period ●Potential payout up to 250% of target, which rewards for outperformance against rigorous goals and significant returns to our investors | | Stock Option Vesting Period | ●Stock options vest over a five-year period to reinforce a long-term focus |
Financial Metrics and Results
We believe that our PSU structure closely aligns the interests of our NEOs with shareholders and long-term value creation, 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), operating 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. The maximum payout under the PSU awards of 250% of target 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. Consistent with historical practice, our 2022 equity compensation program for NEOs consisted of a mix of both PSU awards and stock options – in 2022, 60% of the target value of our NEOs’ equity awards was in the form of PSUs and 40% was in the form of stock options. In determining the total value of equity-based compensation, the CHC 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. PSUs 2022 PSU Awards PSUs granted in 2022 have two equally weighted primary performance metrics that are each measured over a cumulative three-year performance period beginning January 1 in the year of grant:
Financial Metrics and Results
The ultimate payout of the PSUs is then subject to a relative TSR performance modifier 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 interpolated for performance between the bottom and top quartiles (25th – 75th percentile), with no positive modifier applied if TSR is negative over the performance period. 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 market underperformance, even if financial metrics are achieved at or above target. Earned PSUs will cliff-vest on the third anniversary of the date of grant, generally subject to continued employment through such date. We believe the combination of our performance goals closely aligns the potential payout of the PSUs to the value ultimately realized by shareholders over a similar time horizon. The target PSU values that the CHC Committee approved for 2022 PSUs are set forth below. These target 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.
Financial Metrics and Results
| NAME | PSUs ($) | | Mr. Roberts | 12,720,000 | | Mr. Cavanagh | 9,480,000 | | Mr. Watson | 7,335,000 | | Mr. Shell(1) | 6,285,000 | | Ms. Strong | 4,095,000 |
Financial Metrics and Results
| Mr. Shell forfeited his 2022 PSU awards upon termination of his employment in April 2023.(1) |
Financial Metrics and Results
For more information on PSUs granted in 2022, see “Grants of Plan-Based Awards” table below. There were no prior PSU awards that vested in 2022, as the performance metrics for awards granted in 2017 through 2020 were fully achieved in 2021. Stock Options Approximately 40% of the target value of our NEOs’ 2022 equity awards was in the form of stock options, which vest 20% on each of the first five anniversaries of the grant date. While the stock options granted to our NEOs do not have any express performance conditions, the value ultimately realized for such awards is dependent on the appreciation of our stock price from the date of grant, which further aligns our NEOs’ interests with those of our shareholders. Special Performance-Based Stock Option Award In connection with his promotion to President of the Company, Mr. Cavanagh was awarded a special performance-based stock option award (the “Performance Option”) designed to ensure leadership continuity over the longer term, enhance retention in response to increasing competition for high-performing talent, incent financial performance by aligning compensation with rigorous performance targets that drive long-term shareholder value creation and further align his interests with those of our shareholders by promoting increased share ownership over an extended period. The stock option, once vested, allows Mr. Cavanagh to purchase 2,000,000 shares (at target performance) of our Class A common stock and was valued at $14.8 million using the Black-Scholes option-pricing model. The Performance Option will vest and become exercisable upon satisfaction of both a time-based and a performance-based component. The time-based component will vest in full on February 1, 2028, generally subject to continued employment through such date. The Performance Option also contains a restriction on the sale of any shares issued upon exercise until after the expiration date of the Performance Option (i.e., after the 10th anniversary of the grant date). The performance-based component will vest on the attainment of specified metrics relating to average annual growth in Free Cash Flow per share (“FCF per Share”) over a five-year performance period. Achievement will be calculated based on growth in FCF per Share for each year during the five-year period, which will be averaged for the cumulative five-year period, and will be measured against a pre-established target approved by the CHC Committee. At target performance (which equals average annual growth of 8%), 100% of the award would vest. At threshold performance (which equals average annual growth of 6%), 50% of the award would vest and at maximum performance (which equals average annual growth of at least 12%), 200% of the award would vest (with straight line interpolation if results are between the FCF goals). If the average annual growth in FCF is less than 6%, then the award will not vest and will be forfeited. We believe that FCF per Share is an important metric as discussed in more detail above in “Our Approach to Compensation.” For a discussion of the treatment of the Performance Option on a termination of employment, please see the “Potential Payments upon Termination or Change in Control” table below.
Financial Metrics and Results
| ● | Each element of our NEOs’ compensation for internal consistency. | | ● | Various analyses provided by its independent compensation consultant, including: |
Financial Metrics and Results
| ● | an assessment of the composition of our peer groups; | | ● | a competitive pay assessment (comparing NEO compensation to that of executives holding comparable positions at our peer group companies as disclosed in proxy statements and to broad groups of companies in published surveys, and analyzing components of pay compared to those of our peer group companies (e.g., target pay levels, fixed vs. variable, components of long-term equity)); | | ● | an assessment of the special performance-based stock option award granted to Mr. Cavanagh; | | ● | a financial performance review (comparing our performance relative to our peer group companies with respect to growth in Adjusted EBITDA, Free Cash Flow, revenue and TSR, based on financial data from a third-party source); | | ● | a compensation sharing analysis (analyzing the actual pay delivered to our NEOs as a percentage of our Adjusted EBITDA and Free Cash Flow as compared to our peer group companies); | | ● | an incentive compensation design analysis (analyzing various annual bonus and long-term incentive design elements); and | | ● | an analysis of equity dilution resulting from, and annual usage rates in, our equity-based compensation plans as compared to our peer group companies (i.e., overhang and burn rates). |
Financial Metrics and Results
Role of Compensation Consultants The CHC Committee has directly engaged Korn Ferry as its own independent compensation consultant. In determining 2022 compensation, the CHC Committee directed Korn Ferry to provide it with various compensation analyses as described below; Korn Ferry did not recommend or determine compensation levels or elements, performance targets or compensation plan design. The CHC Committee assessed Korn Ferry’s work as required under SEC rules and concluded that its work for the CHC Committee in 2022 did not raise any conflicts of interest. The CHC Committee reached this determination by reviewing fees paid to Korn Ferry and evaluating its work under applicable SEC and Nasdaq rules on conflicts of interest. Compensation Consultant Services Korn Ferry provides research, analysis and input as to the form and amount of executive and director compensation, which generally includes market research utilizing information derived from proxy statements, surveys and its own consulting experience and insight, as well as the provision of other methodological standards and policies in accordance with its established procedures. This research, analysis and input has been provided to both our CHC Committee and to management. The CHC Committee collaborated with Korn Ferry to determine and approve the parameters used to conduct the assessment work, including items such as the composition of peer groups, the relevant market statistical reference points within the data (e.g., median) and the elements of compensation. Korn Ferry did not determine or recommend the form or amount of compensation of our NEOs for 2022. In 2022, we paid Korn Ferry approximately $455,000 for services related to executive and director compensation and approximately $1,711,000 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 CHC Committee and in formulating and making recommendations to the CHC 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 CHC Committee and are reviewed by the Board, following reviews and discussions held in executive sessions. Use of Competitive Data While peer group and various compensation survey analyses are considered important and valuable by the CHC Committee, the CHC 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 decision and put it in context in determining compensation levels (and when to change compensation levels). Peer Group The CHC Committee, advised by Korn Ferry, reviewed the criteria for selecting members of our peer groups and determined that due to its smaller market capitalization, DISH Network Corporation was no longer a suitable peer company for comparison. In all other respects, the composition of our core peer group for 2022 is unchanged from our 2021 core peer group. Below are the companies in our core peer group for 2022:
Financial Metrics and Results
Our peer group analyses indicate that overall, our “pay at risk” practices are generally aligned with peer group practices.
Financial Metrics and Results
| ● | Comparisons for (i) Mr. Roberts were made to peer chief executive officers for the peer group, (ii) Mr. Cavanagh were made to peer chief financial officers for the peer group, with supplemental comparisons by ordinal rank (i.e., the position in the Summary Compensation Table) due to his promotion to President, and (iii) Messrs. Watson and Shell and Ms. Strong were made by ordinal rank, with supplemental comparisons to peer chief executive officers of the peer group. | | ● | As a supplemental reference point to further inform the CHC 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 CHC 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 “CHC Committee’s Role, Process and Assessments,” both to validate our compensation program design and to inform its judgment in determining target compensation. |
Executive Compensation Tables
| NAME AND PRINCIPAL POSITION | YEAR | SALARY(1) ($) | STOCK AWARDS(2) ($) | OPTION AWARDS(3) ($) | NON-EQUITY INCENTIVE PLAN COMPENSATION(4) ($) | CHANGE IN PENSION VALUE AND EARNINGS ON NONQUALIFIED DEFERRED COMPENSATION(5) ($) | ALL OTHER COMPENSATION(6) ($) | TOTAL ($) | | Brian L. Roberts Chairman of the Board & Chief Executive Officer | 2022 | 2,500,000 | 13,383,702 | 8,480,021 | 7,500,000 | 0 | 206,127 | 32,069,850 | | | 2021 | 3,249,415 | 13,512,534 | 8,475,488 | 8,625,586 | 1,832 | 113,726 | 33,978,581 | | | 2020 | 3,439,245 | 10,585,278 | 10,600,149 | 7,738,302 | 150,134 | 200,159 | 32,713,267 | | Michael J. Cavanagh President & Chief Financial Officer | 2022 | 2,300,000 | 9,974,568 | 21,120,030 | 6,900,000 | 0 | 187,124 | 40,481,722 | | | 2021 | 2,300,000 | 10,072,244 | 6,315,164 | 8,625,001 | 0 | 44,587 | 27,356,996 | | | 2020 | 2,388,462 | 7,039,868 | 7,050,441 | 5,374,039 | 3,335,892 | 62,088 | 25,250,790 | | David N. Watson CEO of Comcast Cable | 2022 | 2,300,000 | 7,717,837 | 4,890,035 | 6,900,000 | 0 | 136,534 | 21,944,406 | | | 2021 | 2,248,077 | 6,695,556 | 4,195,328 | 8,969,828 | 565,527 | 57,625 | 22,731,941 | | | 2020 | 2,039,794 | 4,195,048 | 4,199,443 | 5,943,952 | 3,285,243 | 25,651 | 19,689,131 | | Jeffrey Shell(7) Former CEO of NBCUniversal | 2022 | 2,500,000 | 6,613,023 | 4,190,036 | 7,500,000 | 0 | 215,130 | 21,018,189 | | | 2021 | 2,500,000 | 5,481,336 | 3,438,588 | 9,975,000 | 50,907 | 114,104 | 21,559,935 | | | 2020 | 2,614,534 | 3,744,972 | 3,750,179 | 5,882,702 | 545,769 | 10,000 | 16,548,156 | | Dana Strong(8) CEO of Sky | 2022 | 1,935,537 | 4,308,703 | 2,730,043 | 6,250,000 | 0 | 20,400 | 15,244,683 | | | 2021 | 2,080,679 | 3,347,778 | 2,097,664 | 8,247,836 | 23,974 | 174,091 | 15,972,022 |
Executive Compensation Tables
| Amounts represent annual performance-based bonuses. See the “Grants of Plan-Based Awards” table below and “Compensation Discussion and Analysis – Compensation Decisions – Annual Cash Bonus” above for additional information on these bonuses and the achievement of specified metrics in 2022.(4) | | Amounts represent the dollar value of interest earned on compensation deferred in “income funds” under our deferred compensation plans in excess of 120% of the long-term applicable federal rate. Effective March 2021, NEOs were prohibited from deferring compensation into the income fund and no longer earn interest above the applicable federal rate. See “Nonqualified Deferred Compensation in and as of Fiscal Year-End” below.(5) | | Amounts for 2022 include: (a) company contributions to our retirement-investment plan accounts in the amount of $10,000 for each NEO other than Ms. Strong; (b) amounts on account of personal use of Company-provided aircraft (Mr. Roberts, $196,127; Mr. Cavanagh, $177,124; Mr. Watson, $126,534; Mr. Shell, $202,775; and Ms. Strong, $0) and (c) incremental costs related to executive medical benefits (Ms. Strong, $20,400). Where applicable, amounts for Ms. Strong were converted from British pounds sterling to U.S. dollars using the 2022 average of daily spot rates of £1 to $1.2366.(6) | | For security and business reasons, Company practices and policy strongly encourage, and in some cases may require, Mr. Roberts to use Company-provided aircraft for business and personal travel. Our other NEOs also have access to Company-provided aircraft for personal travel, as it affords all of our NEOs greater security, allows travel time to be used productively and enables them to be immediately available to respond to business priorities from any location. | | Our policy allows an NEO to bring guests, such as family members, on flights on Company-provided aircraft. The NEOs are required to pay us for personal use of Company-provided aircraft in amounts determined by Company policy. The NEOs are imputed income for costs related to use of Company-provided aircraft when required under Internal Revenue Code guidelines. We do not reimburse the NEOs for any taxes incurred as a result of imputed income. In addition, the Internal Revenue Code limits the amount that we can deduct for the personal use of Company-provided aircraft to the amount recognized as income by our executives who use the aircraft; the amounts in the table above do not include our 2022 disallowed tax deduction of $8 million resulting from the personal use of Company-provided aircraft by our NEOs and any guests. | | The amounts reflected for each NEO on account of personal use of Company-provided aircraft indicate the extent to which the incremental cost of such use exceeds the amount paid to us by the NEO. The aggregate incremental cost for a personal flight on a charter plane is the cost of the flight as charged to us by the charter company. The aggregate incremental cost for a personal flight taken on a third party-owned plane that is serviced by us includes all variable costs attributable to that flight (including for repositioning flights), such as fuel, trip and allocable maintenance expenses and third-party lease payments. The aggregate incremental cost for a personal flight on a Company plane includes all variable costs for the year, such as fuel, maintenance and other trip expenses, to arrive at a variable cost per hour that we then multiply by the number of hours the NEO used the aircraft for personal travel (including the hours for repositioning flights). These methodologies exclude fixed costs, as these costs do not change based on usage. Ms. Strong also has access to a Company-provided car for personal travel, but she has fully reimbursed the Company for the incremental costs associated with such use. | | For all other benefits that would otherwise be considered perquisites, our NEOs are required to pay us in full (and have paid us in full) for such benefits. | | Mr. Shell’s employment with the Company was terminated with cause in April 2023, and as a result, he forfeited the PSUs and stock options granted in 2022, along with all other unvested equity awards and vested stock options. See “Agreements with Our Named Executive Officers” below for additional information.(7) | | Ms. Strong was not an NEO for 2020. For 2022, the amount of Ms. Strong’s base salary in British pounds sterling was £1,565,208. The amount of British pounds sterling was converted to U.S. dollars using the 2022 average of daily spot rates of £1 to $1.2366.(8) |
Executive Compensation Tables
| | | | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NEOS(1) ($) (d) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOS(2) ($) (e) | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: | | | | | YEAR (a) | SUMMARY COMPENSATION TABLE TOTAL FOR PEO(1) ($) (b) | COMPENSATION ACTUALLY PAID TO PEO(2) ($) (c) | | | TOTAL SHAREHOLDER RETURN(3)(5) ($) (f) | PEER GROUP TOTAL SHAREHOLDER RETURN(3)(5) ($) (g) | NET INCOME ($ IN BILLIONS(4)(5) (h) | ADJUSTED EBITDA* ($ IN BILLIONS)(5)(6) (i) | | 2022 | 32,069,850 | (4,091,854) | 24,672,250 | 10,501,980 | 83.09 | 81.70 | 4.9 | 36.5 | | 2021 | 33,978,581 | 31,854,876 | 21,905,224 | 20,790,358 | 116.51 | 103.82 | 13.8 | 34.7 | | 2020 | 32,713,267 | 54,701,549 | 17,695,036 | 26,502,693 | 119.16 | 111.54 | 10.7 | 30.8 |
Executive Compensation Tables
| The following table describes the relationship between company financial performance measures included in the Pay Versus Performance Table and the compensation “actually paid” to our NEOs, as reported in that table for the covered period, and the relationship between the Company’s cumulative TSR and the cumulative TSR of the TSR Peer Group over the covered period.(5) |
Compensation of Directors
Compensation of Directors Director Compensation Program From time to time, the CHC Committee directs an independent compensation consultant to provide analyses with respect to various nonemployee director compensation data. Korn Ferry last provided this analysis in 2021. For 2022, our nonemployee directors received annual compensation as follows:
Compensation of Directors
| DIRECTOR FEES | COMMITTEE MEMBERSHIP FEES | | | |
Compensation of Directors
Annual Retainer $110,000 FMV of Annual Grant of Shares of CMCSA $195,000 Audit Committee $40,000 $15,000 Compensation and Human Capital Committee $40,000 $15,000 Governance and Corporate Responsibility Committee $20,000 $12,500 Chair Member 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). A director emeritus receives an annual cash payment equal to the fair market value of our annual stock grant and the same annual Board retainer as provided above for nonemployee directors for the first year of service and remains eligible for participation in our deferred compensation plans as an active participant for the first two years of service. Nonemployee directors and directors emeritus are reimbursed for travel expenses for meetings attended and are provided with our high-speed internet, video, voice and home security and automation services at two residences, if in our service areas, at no cost during the time they serve, and for five years thereafter. Director Stock Ownership Policy Our nonemployee director stock ownership policy requires our nonemployee directors to hold a number of shares of our common stock having a value equal to five times the director’s annual cash retainer. Each nonemployee director has a period of five years following his or her first year of service to reach this ownership requirement. For purposes of this policy, “ownership” includes 60% of any deferred shares. In determining compliance, the CHC Committee may consider any noncompliance that occurs solely or primarily as a result of a decline in the market price of our stock. All nonemployee directors satisfied the requirements of our stock ownership policy in 2022. Director Compensation The following table sets forth specified information regarding the compensation of our nonemployee directors in 2022. No information is provided for Mr. Roberts, who is an employee director and does not receive compensation for his services as a director.
Compensation of Directors
| NAME | FEES EARNED OR PAID IN CASH(1) ($) | STOCK AWARDS(2) ($) | TOTAL ($) | | Kenneth J. Bacon | 130,000 | 195,005 | 325,005 | | Madeline S. Bell | 122,500 | 195,005 | 317,505 | | Naomi M. Bergman(3) | 62,500 | — | 62,500 | | Edward D. Breen | 150,000 | 195,005 | 345,005 | | Gerald L. Hassell | 125,000 | 195,005 | 320,005 | | Jeffrey A. Honickman | 162,500 | 195,005 | 357,505 | | Maritza G. Montiel | 125,000 | 195,005 | 320,005 | | Asuka Nakahara | 125,000 | 195,005 | 320,005 | | David C. Novak | 125,000 | 195,005 | 320,005 |
Compensation of Directors
| This column represents all cash retainers and meeting fees earned by our nonemployee directors in 2022, 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.(1) | | The amounts in this column represent the aggregate grant date fair value for each award of shares of Class A common stock granted in 2022, 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, 2022. The amounts were determined by multiplying the Class A common stock closing price on November 20, 2022 by the number of shares subject to the grant.(2) | | Ms. Bergman’s term ended in June 2022 and she is not a nominee for director at our 2023 annual meeting.(3) |