DEF 14A of Comcast Corp
Filed Apr 26, 2024 · FY20230001308179-24-000600
Notice of 2024 Annual Meeting of Shareholders of Comcast Corporation
| Shareholder Proposal | 51 | | PROPOSAL 4: Shareholder Proposal | | | Information about Stock Ownership | 55 | | Compensation of Directors | 57 | | Related Party Transactions Policy and Certain Transactions | 58 | | Other Information | 59 | | Appendix A: Reconciliations of Non-GAAP Financial Measures | A-1 | | Appendix B: Nasdaq Board Diversity Matrix | B-1 |
Board of Directors Nominees
Board of Directors Nominees Board Snapshot
Board of Directors Nominees
| INDEPENDENCE | DIVERSITY (GENDER & RACE)* | INDEPENDENT DIRECTOR TENURE | | Independent: 90% Independent - 9 Non-independent - 1 Diverse: 60% Racial/Ethnic Diversity - 40% Female - 30% Average Tenure: 8.4 years < 5 years - 3 5-10 years - 3 > 10 years - 3 Brian L. Roberts, 64 Chairman of the Board, President and CEO Director Since: March 1988 Committee Membership: None Kenneth J. Bacon, 69 Independent Director Director Since: November 2002 Committee Membership: Governance and Corporate Responsibility Committee Thomas J. Baltimore, Jr., 60 Independent Director Director Since: March 2023 Committee Membership: Audit Committee Madeline S. Bell, 62 Independent Director Director Since: February 2016 Committee Membership: Governance and Corporate Responsibility Committee Louise F. Brady, 59 Independent Director Director Since: October 2023 Committee Membership: Audit Committee Edward D. Breen, 68 Lead Independent Director Director Since: February 2014 Committee Membership: Compensation and Human Capital Committee Jeffrey A. Honickman, 67 Independent Director Director Since: December 2005 Committee Membership: Audit**and Governance and Corporate Responsibility Committees Wonya Y. Lucas, 63 Independent Director Director Since: April 2024 Asuka Nakahara, 68 Independent Director Director Since: February 2017 Committee Membership: Audit Committee David C. Novak, 71 Independent Director Director Since: December 2016 Committee Membership: Compensation and Human Capital Committee Non-independent – 1 Non-Diverse – 4 Diverse – 6 Independent – 9 Board Nominees | | |
Board of Directors Nominees
| * 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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| 2024 Proxy Statement | 10 |
Board of Directors Nominees
Board Refreshment Thomas J. Baltimore, Jr. and Louise F. Brady joined our Board in March and October 2023, respectively, and Wonya Y. Lucas joined our Board in April 2024. Gerald L. Hassell and Maritza G. Montiel are not director nominees for our 2024 annual meeting due to having reached our retirement age of 72, and their terms will end on the date of our annual meeting in June. 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, and the GCR Committee in turn, also consider certain director qualifications and skills, including those highlighted below, to select directors that bring to the Board a diversity of backgrounds, cultures, skills, experiences, qualifications, viewpoints and perspectives 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, including the diversity of skills and backgrounds of our directors. In evaluating current directors for renomination to the Board or reappointment to Board committees, the GCR Committee also considers the director’s performance, as well as the current challenges and needs of the Board and each committee. The GCR Committee further 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 director nominees 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 LOUISE F. BRADY EDWARD D. BREEN JEFFREY A. HONICKMAN WONYA Y. LUCAS 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
Board of Directors Nominees
| 11 | 2024 Proxy Statement |
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Director Nominee Biographies
Board of Directors Nominees
| Kenneth J. Bacon | Independent |
Board of Directors Nominees
| | Partner at RailField Partners | | | | Age: 69 Director since: November 2002 Committees: Governance and Corporate Responsibility | Other Current Public Company Directorships: Ally Financial Inc., Arbor Realty Trust, Inc., Welltower Inc. |
Board of Directors Nominees
Career Highlights:
Board of Directors Nominees
| ● | Partner, RailField Partners, a financial advisory and asset management firm, 2012 – Present | | ● | Executive Vice President of the multifamily mortgage business, Fannie Mae, 2005 – 2012 |
Board of Directors Nominees
| ● | 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.
Board of Directors Nominees
| | Executive Leadership | | Financial/ Accounting | | Risk Management Oversight | | Government Affairs | | Non-Profit/ Educational/ Philanthropic |
Board of Directors Nominees
| Thomas J. Baltimore, Jr. | Independent |
Board of Directors Nominees
| | Chairman, President and Chief Executive Officer of Park Hotels & Resorts | | | | Age: 60 Director since: March 2023 Committees: Audit | Other Current Public Company Directorships: American Express Company, Park Hotels & Resorts, Inc. Former Public Company Directorships: AutoNation, Inc., Prudential Financial, Inc. |
Board of Directors Nominees
Career Highlights:
Board of Directors Nominees
| ● | 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 of Directors Nominees
| ● | 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 |
Board of Directors Nominees
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.
Board of Directors Nominees
| | Executive Leadership | | Relevant Industry Experience | | Consumer Products/ Customer-Oriented | | Financial/ Accounting | | Risk Management Oversight |
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| 2024 Proxy Statement | 12 |
Board of Directors Nominees
| Madeline S. Bell | Independent |
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| | President and Chief Executive Officer of The Children’s Hospital of Philadelphia | | | Age: 62 Director since: February 2016 Committees: Governance and Corporate Responsibility |
Board of Directors Nominees
Career Highlights:
Board of Directors Nominees
| ● | President and Chief Executive Officer, 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 of Directors Nominees
| ● | 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 |
Board of Directors Nominees
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.
Board of Directors Nominees
| | Executive Leadership | | Consumer Products/ Customer-Oriented | | Risk Management Oversight | | Non-Profit/ Educational/ Philanthropic |
Board of Directors Nominees
| Louise F. Brady | Independent |
Board of Directors Nominees
| | Co-Founder and Managing Partner of Piedmont Capital Partners, LLC, Piedmont Capital Partners II, LLC and Piedmont Capital Investments, LLC | | | | Age: 59 Director since: October 2023 Committees: Audit | Other Current Public Company Directorships: Travel + Leisure Co. |
Board of Directors Nominees
Career Highlights:
Board of Directors Nominees
| ● | 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 of Blue Current, Inc., 2014 – Present | | ● | Vice President of Investments at Wells Fargo Advisors Financial Services, 1996 – 2013 |
Board of Directors Nominees
| ● | Board Member, Piedmont Triad Partnership | | ● | Board Member, The Bryan Foundation | | ● | Co-Chair, Advisory Board, The Shuford Program in Entrepreneurship, University of North Carolina at Chapel Hill | | ● | Co-Chair, Board of Directors, Shift_Ed |
Board of Directors Nominees
Skills and Qualifications: We believe that Ms. Brady’s extensive experience in the venture capital portfolio management, commercial banking and technology sectors, notably as it relates to developing innovative technologies in start-up companies, as well as her considerable financial expertise, render her qualified to serve as one of our directors.
Board of Directors Nominees
| | Executive Leadership | | Technology | | Financial/Accounting |
Board of Directors Nominees
| 13 | 2024 Proxy Statement |
Board of Directors Nominees
| Edward D. Breen | Lead Independent Director |
Board of Directors Nominees
| | Chief Executive Officer and Executive Chairman of DuPont de Nemours, Inc. | | | | Age: 68 Director since: February 2014 Committees: Compensation and Human Capital | Other Current Public Company Directorships: DuPont de Nemours, Inc. Former Public Company Directorships: Corteva, Inc., DowDuPont Inc., International Flavors & Fragrances, Inc. |
Board of Directors Nominees
Career Highlights:
Board of Directors Nominees
| ● | 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 |
Board of Directors Nominees
| | 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, Board of Trustees, Grove City College | | ● | Board of Trustees, Lebanon Valley College | | ● | 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.
Board of Directors Nominees
| | Executive Leadership | | Relevant Industry Experience | | Consumer Products/ Customer- Oriented | | Technology | | Risk Management Oversight | | International |
Board of Directors Nominees
| Jeffrey A. Honickman | Independent |
Board of Directors Nominees
| | Chief Executive Officer of Pepsi-Cola & National Brand Beverages, Ltd. | | | Age: 67 Director since: December 2005 Committees: Audit and Governance and Corporate Responsibility |
Board of Directors Nominees
Career Highlights:
Board of Directors Nominees
| ● | 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, |
Board of Directors Nominees
| | 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 |
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.
Board of Directors Nominees
| | Executive Leadership | | Consumer Products/Customer-Oriented | | Financial/Accounting |
Board of Directors Nominees
| 2024 Proxy Statement | 14 |
Board of Directors Nominees
| Wonya Y. Lucas | Independent |
Board of Directors Nominees
| | Former Chief Executive Officer of Hallmark Media Networks | | | | Age: 63 Director since: April 2024 | Other Current Public Company Directorships: Atlanta Braves Holdings, Inc. Former Public Company Directorships: E.W. Scripps Company, J.C. Penney Company, Inc. |
Board of Directors Nominees
Career Highlights:
Board of Directors Nominees
| ● | President and Chief Executive Officer of Hallmark Media Networks, 2020 – 2023 | | ● | President and Chief Executive Officer of Public Broadcasting Atlanta, 2015 – 2020 | | ● | President of Lucas Strategic Consultants LLC, 2013 – 2015 | | ● | President and Chief Executive Officer of TV One, 2011 – 2013 | | ● | Chair, Board of Jurors, Peabody Awards |
Board of Directors Nominees
| ● | Board of Trustees, Children’s Hospital 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) |
Board of Directors Nominees
Skills and Qualifications: We believe that Ms. Lucas’ experience and leadership in the media and entertainment sector, her extensive marketing and strategy expertise, as well as her prior experience as a president and chief executive officer, render her qualified to serve as one of our directors.
Board of Directors Nominees
| | Executive Leadership | | Relevant Industry Experience | | Consumer Products/ Customer-Oriented | | Risk Management Oversight |
Board of Directors Nominees
| Asuka Nakahara | Independent |
Board of Directors Nominees
| | Partner at Triton Atlantic Partners | | | | Age: 68 Director since: February 2017 Committees: Audit | Other Current Public Company Directorships: CBRE Global Real Estate Income Fund |
Board of Directors Nominees
Career Highlights:
Board of Directors Nominees
| ● | 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 |
Board of Directors Nominees
| ● | 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 |
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.
Board of Directors Nominees
| | Executive Leadership | | Financial/Accounting | | Non-Profit/Educational/Philanthropic |
Board of Directors Nominees
| 15 | 2024 Proxy Statement |
Board of Directors Nominees
| David C. Novak | Independent |
Board of Directors Nominees
| | Founder of David Novak Leadership, Inc. | | | Age: 71 Director since: December 2016 Committees: Compensation and Human Capital |
Board of Directors Nominees
Career Highlights:
Board of Directors Nominees
| ● | 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 of Directors Nominees
| ● | 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.
Board of Directors Nominees
| | Executive Leadership | | Customer Oriented/ Marketing | | International | | Human Capital Management | | Non-Profit/ Educational/ Philanthropic |
Board of Directors Nominees
| Brian L. Roberts | Independent |
Board of Directors Nominees
| | Chairman and Chief Executive Officer of Comcast | | | Age: 64 Director since: March 1988 Committees: None |
Board of Directors Nominees
Career Highlights:
Board of Directors Nominees
| ● | Chairman of the Board, Comcast, 2004 – Present | | ● | Chief Executive Officer, Comcast, 2002 – Present | | ● | President, Comcast, 1990 – 2022 |
Board of Directors Nominees
| ● | Director Emeritus, CableLabs, the cable industry’s research and development consortium |
Board of Directors Nominees
As of December 31, 2023, 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 |
Board of Directors Nominees
| 2024 Proxy Statement | 16 |
Board of Directors Nominees
Independence Determinations Our Board has determined that each of our nonemployee directors and director nominees 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. 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 8.4 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, and following our 2024 annual meeting Gerald L. Hassell and Maritza G. Montiel will become directors emeritus for a period of one year. Director Nominations Identifying and Evaluating Director Nominees Our GCR 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 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, backgrounds, cultures, experiences, qualifications, viewpoints and perspectives. All of our nominees are current directors and were elected by the shareholders at our 2023 annual meeting, other than Louise F. Brady and Wonya Y. Lucas, who joined the Board in October 2023 and April 2024, respectively. 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 2025 annual meeting of shareholders, if such meeting is called for a date between May 11, 2025 and July 10, 2025, we must receive written notice at the mailing address given on page 61 on or after February 10, 2025 and no later than the close of business on March 12, 2025. If we call the 2025 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
Board of Directors Nominees
| 17 | 2024 Proxy Statement |
Board of Directors Nominees
proxy access director nominees for the election of directors at the 2025 annual meeting of shareholders, if such meeting is called for a date between May 11, 2025 and July 10, 2025, must be received at the mailing address given on page 61 on or after November 27, 2024 and no later than the close of business on December 27, 2024. 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 61. 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, 2023 and is posted under “Corporate Governance” in the Investors section of our website at www.cmcsa.com.
Executive Compensation Tables
| NAME AND PRINCIPAL POSITION | YEAR | SALARY ($) | STOCK AWARDS(1) ($) | OPTION AWARDS(2) ($) | NON-EQUITY INCENTIVE PLAN COMPENSATION(3) ($) | CHANGE IN PENSION VALUE AND EARNINGS ON NONQUALIFIED DEFERRED COMPENSATION(4) ($) | ALL OTHER COMPENSATION(5) ($) | TOTAL ($) | | Brian L. Roberts Chairman of the Board & Chief Executive Officer | 2023 | 2,500,000 | 15,024,591 | 9,200,027 | 8,550,000 | 0 | 199,049 | 35,473,666 | | | 2022 | 2,500,000 | 13,383,702 | 8,480,021 | 7,500,000 | 0 | 206,127 | 32,069,850 | | | 2021 | 3,249,415 | 13,512,534 | 8,475,488 | 8,625,586 | 1,832 | 113,726 | 33,978,581 | | Michael J. Cavanagh President | 2023 | 2,463,846 | 11,431,801 | 7,000,032 | 8,426,353 | 0 | 258,030 | 29,580,063 | | | 2022 | 2,300,000 | 9,974,568 | 21,120,030 | 6,900,000 | 0 | 187,124 | 40,481,722 | | | 2021 | 2,300,000 | 10,072,244 | 6,315,164 | 8,625,001 | 0 | 44,587 | 27,356,996 | | Jason S. Armstrong(6) Chief Financial Officer | 2023 | 1,789,615 | 3,266,371 | 2,000,033 | 4,528,767 | 0 | 10,000 | 11,594,786 | | Thomas J. Reid Chief Legal Officer and Secretary | 2023 | 1,800,080 | 3,266,371 | 2,000,033 | 4,104,182 | 0 | 10,000 | 11,180,666 | | Jennifer Khoury Chief Communications Officer | 2023 | 1,494,231 | 980,051 | 600,010 | 2,555,135 | 0 | 10,000 | 5,639,427 |
Executive Compensation Tables
| | SUMMARY COMPENSATION TABLE TOTAL FOR PEO(1) ($) (b) | COMPENSATION ACTUALLY PAID TO PEO(2) ($) (c) | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NEOs(1) ($) (d) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOs(2) ($) (e) | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: | | NET INCOME ($ IN BILLIONS)(4)(5) (h) | ADJUSTED EBITDA* ($ IN BILLIONS)(5)(6) (i) | | YEAR (a) | | | | | TOTAL SHAREHOLDER RETURN(3)(5) ($) (f) | PEER GROUP TOTAL SHAREHOLDER RETURN(3)(5) ($) (g) | | | | 2023 | 35,473,666 | 71,202,103 | 14,498,736 | 27,073,830 | 107.23 | 86.75 | 15.1 | 37.6 | | 2022 | 32,069,850 | (4,091,854) | 24,672,250 | 10,501,980 | 83.09 | 79.14 | 4.9 | 36.5 | | 2021 | 33,978,581 | 31,854,876 | 21,905,224 | 20,790,358 | 116.51 | 102.76 | 13.8 | 34.7 | | 2020 | 32,713,267 | 54,701,549 | 17,695,036 | 26,502,693 | 119.16 | 111.90 | 10.7 | 30.8 |
Compensation of Directors
Compensation of Directors
Director Compensation Program
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 2023. Pursuant to Korn Ferry’s recommendations in 2023, the CHC Committee recommended and the Board approved certain changes to nonemployee director compensation effective October 1, 2023 to (1) increase the annual retainer from $110,000 to $120,000, (2) increase the value of the annual stock grant from $195,000 to $225,000 and (3) increase the GCR Committee chair and member retainers from $20,000 and $12,500, respectively, to $40,000 and $15,000, respectively. Our current nonemployee director annual compensation reflecting these changes is as follows:
Director Compensation Program
| DIRECTOR FEES | COMMITTEE MEMBERSHIP FEES FOR EACH BOARD COMMITTEE | | | |
Director Compensation Program
Annual Retainer $120,000 FMV of Annual Grant of Shares of CMCSA $225,000 Chair $40,000 Member $15,000 The annual retainer may be received, at the election of the nonemployee director, in shares of Class A common stock, the receipt of which may be deferred in whole or in part. The receipt of the annual stock grant (which is fully vested upon grant) also may be deferred in whole or in part, as may any fees received by a director. Deferred fees must be invested notionally in a third-party mutual or exchange fund or our Class A common stock fund (with dividends being reinvested in Comcast stock). A director emeritus receives an annual cash payment equal to the fair market value of our annual stock grant and the same annual retainer as provided above for nonemployee directors for the first year of service and remains eligible for participation in our deferred compensation plans as an active participant for the first two years of service. Nonemployee directors and directors emeritus are reimbursed for travel expenses for meetings attended and are provided with our high-speed internet, video, voice and home security and automation services at two residences, if in our service areas, at no cost during the time they serve, and for five years thereafter.
Director Compensation
Director Compensation The following table sets forth specified information regarding the compensation of our nonemployee directors in 2023. No information is provided for Mr. Roberts, who is an employee director and does not receive compensation for his services as a director, or for Ms. Lucas, who joined our Board in April 2024.
Director Compensation
| NAME | FEES EARNED OR PAID IN CASH(1) ($) | STOCK AWARDS(2) ($) | TOTAL ($) | | Kenneth J. Bacon | 137,500 | 225,006 | 362,506 | | Thomas J. Baltimore, Jr. | 123,750 | 371,257 | 495,007 | | Madeline S. Bell | 125,625 | 225,006 | 350,631 | | Louise F. Brady | 33,750 | 281,273 | 315,023 | | Edward D. Breen | 152,500 | 225,006 | 377,506 | | Gerald L. Hassell(3) | 127,500 | 225,006 | 352,506 | | Jeffrey A. Honickman | 165,625 | 225,006 | 390,631 | | Maritza G. Montiel(3) | 127,500 | 225,006 | 352,506 | | Asuka Nakahara | 127,500 | 225,006 | 352,506 | | David C. Novak | 127,500 | 225,006 | 352,506 |
Director Compensation
| (1) This column represents all cash retainers and meeting fees earned by our nonemployee directors in 2023, 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. | | (2) The amounts in this column represent the aggregate grant date fair value for each award of shares of Class A common stock granted in 2023, 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, 2023. 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. | | (3) Mr. Hassel and Ms. Montiel are not nominees for director at our 2024 annual meeting. |