DEF 14A of Comcast Corp
Filed Apr 25, 2025 · FY20240001308179-25-000504
Notice of 2025 Annual Meeting of Shareholders of Comcast Corporation
| Shareholder Proposals | 51 | | PROPOSALS 5-6: Shareholder Proposals | | | 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: Amended and Restated Comcast-NBCUniversal 2011 Employee Stock Purchase Plan | B-1 |
Board of Directors Nominees
Board of Directors Nominees Board Snapshot INDEPENDENCE Independent: 90% Independent - 9 Non-independent - 1 INDEPENDENT DIRECTOR TENURE Average Tenure: 9.4 years < 5 years - 3 5-10 years - 3 > 10 years - 3
Board of Directors Nominees
| INDEPENDENCE | INDEPENDENT DIRECTOR TENURE | | BOARD NOMINEES Brian L. Roberts, 65 Chairman of the Board, President and CEO Director Since: March 1988 Committee Membership: NoneDavid C. Novak, 72Independent DirectorDirector Since: December 2016Committee Membership: Compensation and HumanCapital Committee Asuka Nakahara, 68Independent DirectorDirector Since: February 2017Committee Membership: Audit Committee* Wonya Y. Lucas, 64Independent DirectorDirector Since: April 2024Committee Membership: Audit Committee Jeffrey A. Honickman, 68Independent DirectorDirector Since: December 2005Committee Membership: Audit*and Governance and CorporateResponsibility Committees Kenneth J. Bacon, 70Independent DirectorDirector Since: November 2002Committee Membership: Governance and CorporateResponsibility Committee Thomas J. Baltimore, Jr., 61Independent DirectorDirector Since: March 2023Committee Membership: Compensation and Human Capital Committee Madeline S. Bell, 63Independent DirectorDirector Since: February 2016Committee Membership: Governance and CorporateResponsibility Committee Louise F. Brady, 60Independent DirectorDirector Since: October 2023Committee Membership: Audit Committee Edward D. Breen, 69Lead Independent DirectorDirector Since: February 2014Committee Membership: Compensation and Human Capital Committee Non-independent 1 Independent 9 | |
Board of Directors Nominees
| * Audit Committee Financial Expert |
Board of Directors Nominees
Board Refreshment We have added three new independent directors to our Board within the past three years, including Thomas J. Baltimore, Jr. in March 2023, Louise F. Brady in October 2023 and Wonya Y. Lucas in April 2024. Gerald L. Hassell and Maritza G. Montiel stepped down from our Board at our 2024 annual meeting due to having reached our then current retirement age. In connection with our planned spin-off of a strong portfolio of cable networks and complementary digital assets (“SpinCo”), David C. Novak will become Chairman of the Board of Directors of SpinCo upon completion of the spin-off, which is expected to occur by the end of 2025. At such time, Mr. Novak will vacate his current position on our Board. Director Skills and Experience As baseline director qualifications, our Board seeks, and each of our directors possesses, key attributes that we deem critical in being a director, including strong and effective decision-making, communication and leadership skills; high ethical standards, integrity and values; and a commitment to representing the long-term interests of our shareholders. Our Board, and the Governance Committee in turn, also consider certain director qualifications and skills, including those highlighted below, and seek directors that bring to the Board a range of experiences, viewpoints, perspectives, professional knowledge, business expertise, financial expertise, industry knowledge, entrepreneurial background and experience, and high-level business management experience to oversee and address the current issues facing our company. Our Board and each of its committees assess their effectiveness as part of their annual self-assessment, which, among other things, evaluates the overall composition of our Board. In evaluating current directors for renomination to the Board or reappointment to Board committees, the Governance Committee considers the director’s performance, as well as the current challenges and needs of the Board and each committee. The Governance Committee further considers each director’s ability to dedicate sufficient time, energy and attention to the fulfillment of his or her duties, including other obligations and commitments and leadership positions on other boards. In accordance with our corporate governance guidelines, an independent director who is a chief executive officer of a public company may serve on the boards of no more than two other public companies in addition to our Board, while all other independent directors may serve on up to four public company boards in total. In renominating directors for election at our 2025 annual meeting, the Governance Committee and Board have determined that each of our director nominees is currently in compliance with our corporate governance guidelines and has sufficient time, energy and attention to serve on our Board. 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 Director Nominee Biographies
Board of Directors Nominees
| Kenneth J. Bacon | Independent |
Board of Directors Nominees
| | Partner at RailField Partners | | | | Age: 70 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, 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 |
Board of Directors Nominees
Skills and Qualifications: Mr. Bacon has held executive roles across the financial services, real estate and housing industries, currently as a partner at RailField Partners. He previously held various leadership roles at Fannie Mae, a leading source of mortgage financing across the United States, where he oversaw a portfolio of nearly $200 billion in assets and ran the company’s multifamily division, affordable lending and community development initiatives. As an industry veteran and seasoned leader in the housing market and multifamily asset class, Mr. Bacon is deeply acquainted with regulatory affairs at federal, state and municipal levels. This background enables him to provide unique perspectives in discussions of how regulatory affairs and government relations impact our business broadly. Mr. Bacon’s deep experience in finance and risk management oversight enables him to contribute to our Governance Committee’s oversight of our compliance and privacy programs. His ongoing service on other public company boards of directors allows him to bring a multi-faceted view on current events and emerging governance-related areas of focus.
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: 61 Director since: March 2023 Committees: Compensation and Human Capital | 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, 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: Mr. Baltimore currently serves as Chairman, President and CEO of Park Hotels & Resorts, a real estate investment trust with 40 premium branded hotels and resorts. In his current role and prior senior management roles, Mr. Baltimore has gathered a wealth of leadership and management experience in the investment management, hospitality and real estate industries bringing valuable insight to various aspects of our business, including theme parks. In addition to Mr. Baltimore’s extensive track record of building and running companies, he has served on the boards of multiple large public companies including Prudential Financial and American Express. All of these experiences have given Mr. Baltimore a lens on strategy, business judgment and risk management frameworks across companies and industries. Mr. Baltimore also has deep finance and M&A experience from his years at RLJ Development and RLJ Lodging Trust, as well as a background in accounting having begun his career in public accounting at Price Waterhouse.
Board of Directors Nominees
| | Executive Leadership | | Relevant Industry Experience | | Consumer Products/ Customer-Oriented | | Financial/ Accounting | | Risk Management Oversight |
Board of Directors Nominees
| Madeline S. Bell | Independent |
Board of Directors Nominees
| | President and Chief Executive Officer of The Children’s Hospital of Philadelphia | | | Age: 63 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: Ms. Bell serves as President and CEO of CHOP, one of the nation’s top-ranked children’s hospitals with annual revenue of $4.7 billion in fiscal year 2024 and nearly 30,000 employees. Under her leadership, CHOP was ranked #1 on the Forbes List of America’s Best Large Employers in 2022. As President and CEO, Ms. Bell’s role includes facilitating and maintaining strategic partnerships with private and public partners, maintaining the hospital’s position as a premier nonprofit organization and overseeing and managing complex health and safety matters, as well as human capital management dynamics among a wide range of employee stakeholders from clinicians and staffers to academic research experts. Ms. Bell’s experiences yield valuable business and management insights and perspectives for our Board, and she brings constructive advice on enterprise risk management and compliance matters.
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: 60 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 (2014 – 2024) and Director (since 2014) of Blue Current, Inc. | | ● | 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 | | ● | 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: Ms. Brady is a seasoned and proven business leader, having served on several management teams and company boards. As a venture capitalist, Ms. Brady has made transformative investments in emerging technology companies. She also served as the President of Blue Current, Inc., a company that develops battery technology. Ms. Brady has supported the development of innovative business ideas, including as an Advisory Board member of The Shuford Program in Entrepreneurship at the University of North Carolina at Chapel Hill. Ms. Brady has over a decade of experience in venture capital investing and prior to that held investment-related roles at Wells Fargo Advisors and Bank of America. Her background in finance, investing, portfolio management and commercial banking enable her to give input into the Board’s evaluation of key financial, strategic and business decisions.
Board of Directors Nominees
| | Executive Leadership | | Technology | | Financial/Accounting |
Board of Directors Nominees
| Edward D. Breen | Lead Independent Director |
Board of Directors Nominees
| | Executive Chairman of DuPont de Nemours, Inc. | | | | Age: 69 Director since: February 2014 Committees: Compensation and Human Capital | Other Current Public Company Directorships: DuPont de Nemours, Inc. Former Public Company Directorships: Corteva, Inc., International Flavors & Fragrances, Inc. |
Board of Directors Nominees
Career Highlights:
Board of Directors Nominees
| ● | Executive Chairman (since 2019) and Chief Executive Officer (2020 – 2024), DuPont de Nemours, Inc., a provider of technology-based materials, ingredients and solutions | | ● | Chief Executive Officer and Director, DowDuPont, 2017 – 2019 | | ● | Chairman and Chief Executive Officer, E.I. du Pont de Nemours & Co., 2015 – 2017 | | ● | Chief Executive Officer, Tyco International Ltd., 2002 – 2012; Chairman until 2016 |
Board of Directors Nominees
| ● | Previous President, Motorola, and multiple leadership roles in Motorola’s Networks Sector and Broadband Communications Sector | | ● | Chairman, President and Chief Executive Officer, General Instrument Corporation, 1997 – 2000 | | ● | Previously a director of Comcast from 2005 – 2011 | | ● | Chair, Board of Trustees, Grove City College |
Board of Directors Nominees
Skills and Qualifications: Mr. Breen currently serves as Executive Chairman of DuPont de Nemours, a role he has held prior to and following the merger of DuPont and the Dow Chemical Company. Previously he served as Chairman and CEO of Tyco International. These years of experience as a transformational leader position Mr. Breen well to oversee strategy, to provide input into capital allocation decisions and to support the Board’s oversight of strategic and financial management of our company. Additionally, Mr. Breen’s vast corporate board experience provides him with a deep foundation in the principles of corporate governance. From his experience at Tyco International and previously at Motorola, Mr. Breen has gained invaluable experience in the technology, equipment supplier and consumer products sectors. In particular, he has deep knowledge of how those sectors relate to our Connectivity and Platforms businesses.
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: 68 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, which does business as Origlio Beverages, 1987 – Present |
Board of Directors Nominees
| ● | 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: For over 30 years, Mr. Honickman has served as CEO of Pepsi-Cola & National Brand Beverages, Ltd., one of the largest bottling and distribution companies in the United States. Mr. Honickman has also been Vice President and Secretary of beverage distributor Antonio Origlio, Inc. since 1987. From these roles, Mr. Honickman has a wealth of experience in financial management, budgeting and capital allocation. Mr. Honickman also holds a master’s degree in finance and a bachelor’s degree in accounting. In addition to his executive management roles, Mr. Honickman has served on a number of consumer industry boards, including his current service as a member of the Board of Directors of The American Beverage Association. From these experiences, Mr. Honickman has invaluable expertise in enterprise risk management, capital allocation, consumer product marketing, brand strategy and consumer behavior.
Board of Directors Nominees
| | Executive Leadership | | Consumer Products/Customer-Oriented | | Financial/Accounting |
Board of Directors Nominees
| Wonya Y. Lucas | Independent |
Board of Directors Nominees
| | Former President and Chief Executive Officer of Hallmark Media Networks | | | | Age: 64 Director since: April 2024 Committees: Audit | 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, Hallmark Media Networks, 2020 – 2023 | | ● | President and Chief Executive Officer, Public Broadcasting Atlanta, 2015 – 2020 | | ● | President, Lucas Strategic Consultants LLC, 2013 – 2015 | | ● | President and Chief Executive Officer, TV One, 2011 – 2013 |
Board of Directors Nominees
| ● | Chair, Board of Jurors, Peabody Awards | | ● | Board of Trustees, Children’s Healthcare of Atlanta | | ● | Board of Directors, Community Foundation for Greater Atlanta | | ● | Board of Trustees, Georgia Tech Foundation | | ● | Board of Trustees, Sundance Institute | | ● | Former Board Member, National Cable and Telecommunications Association (NCTA) |
Board of Directors Nominees
Skills and Qualifications: Ms. Lucas has previously held senior executive positions at Hallmark Media Networks, Public Broadcasting Atlanta and TV One. In addition to her senior management roles, Ms. Lucas has wide-ranging experience and recognition in the media and entertainment sector. Her more recent accolades include induction into the Broadcasting & Cable Hall of Fame and the Cable Hall of Fame in 2023. Her service on industry-related boards includes her position as Chair of the Board of Jurors of the Peabody Awards, as a member of the Board of Trustees of the Sundance Institute and, formerly, as a member of the Board of the National Cable and Telecommunications Association. During her expansive career, Ms. Lucas has developed a deep expertise in consumer marketing and brand development. This includes previous roles at Westinghouse Electric, The Clorox Company, The Coca Cola Company, Turner Broadcasting and Discovery Communications, where she served as Chief Global Marketing Officer. Her knowledge of history and trends in the entertainment and media industry and consumer brands are highly relevant to our company.
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: 69 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: Over the course of a nearly 20-year real estate career at Trammell Crow Company, Mr. Nakahara held a number of senior leadership roles. These experiences have provided Mr. Nakahara with executive leadership, management, strategic planning and financial expertise credentials that are beneficial to the full range of Board responsibilities. Mr. Nakahara is a co-founder and partner of real estate investment and advisory firm Triton Atlantic Partners, where he has over 15 years of experience in investment management and related fields. As an advisor, he provides strategic, leadership and capital markets advice to management teams. Mr. Nakahara has also been a dedicated educator throughout his career. For 25 years, he has served as Associate Director of the Zell-Lurie Real Estate Center at the Wharton School of the University of Pennsylvania. He also serves on the Board of Trustees of Rice University. Mr. Nakahara brings this same expertise in training, leadership and oversight to our Board.
Board of Directors Nominees
| | Executive Leadership | | Financial/Accounting | | Non-Profit/Educational/Philanthropic |
Board of Directors Nominees
| David C. Novak | Independent |
Board of Directors Nominees
| | Founder of David Novak Leadership, Inc. | | | Age: 72 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 (2001 – 2014) and Chief Executive Officer (2000 – 2014), YUM! Brands, Inc. |
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 Make Big Things Happen; How Leaders Learn and co-author of Take Charge of You, dedicated to developing leaders at every stage of life |
Board of Directors Nominees
Skills and Qualifications: From his previous executive leadership positions, including as Chairman and CEO of YUM! Brands, one of the world’s largest fast-food restaurant operators, Mr. Novak brings a wealth of knowledge on marketing, consumer brands, global growth strategies and international business. Throughout his career, Mr. Novak has demonstrated an exceptional ability to lead and manage large teams, uniting employees through increased engagement, recognition and talent development. He has also authored several books on leadership development, including Taking People With You: The Only Way to Make Big Things Happen, and brings his invaluable experience and perspectives on talent development to Comcast’s Board. Mr. Novak is dedicated to philanthropy and currently serves on the board of Lift-a-Life Novak Family Foundation and is the founder of David Novak Leadership, Inc., a non-profit with the mission of making the world a better place by developing better leaders at every stage of life.
Board of Directors Nominees
| | Executive Leadership | | Consumer Products/ Customer-Oriented | | International | | Human Capital Management | | Non-Profit/ Educational/ Philanthropic |
Board of Directors Nominees
| Brian L. Roberts |
Board of Directors Nominees
| | Chairman and Chief Executive Officer of Comcast | | | Age: 65 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 | | ● | Director Emeritus, CableLabs, the cable industry’s research and development consortium |
Board of Directors Nominees
As of December 31, 2024, 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: Mr. Roberts joined Comcast in 1981 and has served as our Chairman and CEO for over two decades. He has been a strong and effective leader at both the company and Board levels, navigating our company through multiple macroeconomic cycles and industry transformations. Mr. Roberts has overseen a strategy that has included organic growth, new business innovations and transformative strategic transactions, while also returning significant capital to shareholders and maintaining balance sheet discipline. He also serves as an effective bridge between the Board and management, facilitating strong collaboration and encouraging open lines of communication with the Board. Given his deep history with and leadership of our company, extensive knowledge of all aspects of our business, operations and risks, as well as his knowledge of the media and telecommunications industries, he is uniquely positioned to guide our company through challenges and evaluate future opportunities for growth.
Board of Directors Nominees
| | Executive Leadership | | Relevant Industry Experience | | Consumer Products/ Customer-Oriented | | Risk Management Oversight | | International |
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 and Director Tenure Our corporate governance guidelines require that our independent directors not stand for re-election to the Board after reaching the age of 75. We believe that our retirement policy and natural turnover achieve the appropriate balance between maintaining longer-term directors with deep institutional knowledge and refreshing the Board with new directors and different areas of expertise and knowledge. 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 9.4 years. Director Nominations Identifying and Evaluating Director Nominees Our Governance Committee will consider director candidates recommended by shareholders and will evaluate any such candidates in a similar manner as any other candidates. In identifying and evaluating candidates, whether recommended by the Governance Committee or by shareholders, the Governance Committee will consider the attributes outlined above in “Director Skills and Experience,” as well as applicable independence requirements. All of our nominees are current directors and were elected by the shareholders at our 2024 annual meeting. 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 2026 annual meeting of shareholders, if such meeting is called for a date between May 19, 2026 and July 18, 2026, we must receive written notice at the mailing address given on page 61 on or after February 18, 2026 and no later than the close of business on March 20, 2026. If we call the 2026 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 2026 annual meeting of shareholders, if such meeting is called for a date between May 19, 2026 and July 18, 2026, must be received at the mailing address given on page 61 on or after November 26, 2025 and no later than the close of business on December 26, 2025. 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, 2024 and is posted under “Corporate Governance” in the Investors section of our website at www.cmcsa.com.
Compensation Discussion and Analysis
| 2024 CEO COMPENSATION MIX | 2024 AVERAGE NEO COMPENSATION MIX (EXCLUDING CEO) | | 93% Total Performance-Based | 87% Total Performance-Based | | | | | Salary, Annual Cash Bonus, Stock Options, PSUs, Other | |
Compensation Discussion and Analysis
| What We Do | What We Don’t 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 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 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. ✓Compensation 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. ✓Use relatively long vesting periods for our time-vesting equity awards to promote retention and emphasize longer term shareholder alignment. | ✕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 change in control provisions in their 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
| ● | 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. | | ● | To motivate and retain our executives, we provide pay opportunity levels that are highly competitive. | | ● | 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 and other relevant factors. We balance out our annual bonus program by also incenting attainment of operating performance goals and key stakeholder and sustainability initiatives. | | ● | Our 2024 annual long-term incentive program is composed of grants of PSUs and stock options. PSUs awarded in 2024 have meaningful performance conditions for vesting measured over a cumulative three-year period based on two relative performance metrics relating to Adjusted Earnings Per Share (“EPS”) growth and Total Shareholder Return (“TSR”) as well as an absolute Return on Invested Capital (“ROIC”) performance metric. Stock options are inherently aligned with shareholders and are performance-based in that our stock price must appreciate for the options to deliver any value. |
Compensation Discussion and Analysis
| Annual Cash Bonus | Revenue | Serves as the top line component to cash generation | | | Adjusted EBITDA | Reflects the operational performance of our businesses, taking into account the costs of operating these businesses | | | Free Cash Flow | Measures, among other things, cash remaining after capital investments that allows us to repay indebtedness, make strategic investments and return capital to shareholders | | Long-Term Incentive Program | Average ROIC | Measures how well capital (equity and debt) is used to generate earnings over a three-year period | | | Relative Adjusted EPS Growth | Measures earnings performance compared to other S&P 100 companies over a three-year period | | | Relative TSR | Measures total company achievement of shareholder returns compared to other S&P 100 companies over a three-year period |
Compensation Discussion and Analysis
| TYPE | ELEMENT | WHY WE USED IT | COMPENSATION HIGHLIGHTS | | Fixed | 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, experience, market data, position within the organization and duties and responsibilities. | | Variable, Short-Term, Performance -Based | 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 Compensation 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. | | Variable, Long-Term, Performance -Based | Annual PSU Grants | ●Fosters a long-term commitment and motivates executives to improve the long-term market performance of our stock. ●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 | ●Motivates the long-term market performance of our stock and the creation of sustained shareholder value. ●Relatively long vesting period creates a significant retention tool and emphasizes longer-term shareholder alignment. ●100% aligned with shareholder interests. | ●Vest ratably over a five-year period. ●Stock price must appreciate for stock options to deliver any value. ●Options are net settled, resulting in fewer shares issued upon exercise. |
Compensation Discussion and Analysis
Compensation Decisions Base Salary The Compensation Committee did not increase the base salaries of Messrs. Roberts and Cavanagh or Ms. Khoury in 2024. The Compensation Committee increased Mr. Armstrong’s base salary to $2 million effective January 2024 and Mr. Reid’s base salary to $1.9 million effective January 2024 pursuant to his new employment agreement. Annual Cash Bonus Our short-term incentive program includes meaningful performance-based elements tied to financial goals, as well as incentives for attainment of operational goals tied to key strategic initiatives and key stakeholder and sustainability initiatives. ●The target bonus opportunity, as a percentage of salary, in 2024 was 300% for Messrs. Roberts and Cavanagh, 250% for Mr. Reid, 200% for Mr. Armstrong and 150% for Ms. Khoury. ●Below are the target weightings for each element of the annual cash bonus plan for our NEOs in 2024. The maximum bonus achievable was 192.5%, based on a maximum weight of 140% for the three financial metrics plus 30% for operating performance goals and 22.5% for stakeholder and sustainability-related goals.
Compensation Discussion and Analysis
Financial Metrics and Results The performance ranges below were used as the financial performance metrics for the NEOs’ 2024 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 each financial metric is at the bottom of the range to a maximum of 140% if achievement for each is at the top of the range. See “2024 Performance Overview” above for a description of our strong financial performance in 2024. Performance ranges were based on meeting our enterprise-wide consolidated operating budget, which takes into account the cyclicality of working capital, capital spending plans for the upcoming year, target product rollout numbers and other relevant factors.
Compensation Discussion and Analysis
| Brian L. Roberts | Mr. Roberts provided invaluable long-term vision and stability as he continued to lead the execution of our company’s strategy worldwide, especially in light of competitive challenges. Under his leadership along with Mr. Cavanagh, we announced our intention to spin off a strong portfolio of cable television networks and complementary digital assets in a tax-free transaction expected to be completed in 2025. Mr. Roberts sets the tone for our businesses to execute at the highest level and to continue their strong collaboration. Mr. Roberts continues to thoughtfully develop key senior leadership talent and has continued our company’s commitment to advancing digital opportunity, a culture of integrity and respect and environmental sustainability. | | Michael J. Cavanagh | Alongside Mr. Roberts, Mr. Cavanagh led the successful execution of key decisions on critical strategic and operational initiatives across all of our businesses, including the spin-off. He also provided strong leadership to NBCUniversal, including the strategic vision to position the spun-off company and our remaining NBCUniversal media businesses to compete better in the evolving media industry landscape. NBCUniversal’s businesses had strong results, with Peacock growing revenue and mitigating its Adjusted EBITDA losses by nearly $1 billion and Universal Studios being the #2 film studio at the worldwide box office. |
2024 Bonus Achievement
2024 Bonus Achievement As a result of our strong performance during 2024, and the NEOs’ performance described above, the Compensation Committee determined that the total achievement of the annual cash bonus was 109% of target. However, prior to any such determination, Messrs. Roberts and Cavanagh requested that they not receive more than 100% of their target bonuses. After considering this request, the Compensation Committee determined that bonus amounts for 2024 were as follows.
2024 Bonus Achievement
| | ROBERTS | CAVANAGH | ARMSTRONG | REID | KHOURY | | Total Paid (% of Target) | 100% | 100% | 109% | 109% | 109% | | Total Cash Bonus Paid | $7,500,003 | $7,500,003 | $4,351,616 | $5,172,265 | $2,452,500 |
2024 Bonus Achievement
Equity-Based Incentive Compensation The Compensation Committee believes that the structure of our equity-based compensation program reinforces our performance culture and incents long-term shareholder value creation. Our 2024 equity compensation program for NEOs continued to consist of a mix of both PSU awards and stock options, although the composition of PSUs and stock options changed from 60% PSUs and 40% stock options to 75% PSUs and 25% stock options. After taking into account feedback from our shareholders, advice from the Compensation Committee’s independent compensation consultant as well as practices at our peer group companies and the broader market, the Compensation Committee has decided that our 2025 annual equity compensation program for NEOs will consist entirely of PSUs. The table below reflects the key features of our annual equity compensation program for 2024.
2024 Bonus Achievement
| KEY FEATURES | 2024 EQUITY COMPENSATION PROGRAM | | PSUs (approximately 75% of long-term equity incentive award) | ●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. ●PSUs earned based on achievement of two primary performance metrics, each weighted 50%: (1) absolute ROIC and (2) relative Adjusted EPS growth compared to the S&P100. ●Attainment of primary performance metrics is subject to a relative TSR modifier compared to the S&P 100, with no positive modifier applied if TSR is negative over the performance period. ●Potential payout of up to 250% of target, which rewards for outperformance against rigorous goals and significant returns to our investors. | | Stock Options (approximately 25% of long-term equity incentive award) | ●Stock options vest ratably over a five-year period to reinforce a long-term focus. ●Stock price must appreciate for stock options to deliver any value. |
2024 Bonus Achievement
We believe that our PSU structure ties a meaningful portion of each NEO’s compensation to our long-term financial performance and closely aligns the interests of our NEOs with shareholders, with the ROIC and relative Adjusted EPS growth metrics serving as meaningful inputs to value creation and the relative TSR modifier providing an output measure of value creation. The combination of these performance metrics, together with the financial metrics (revenue, Adjusted EBITDA and Free Cash Flow), 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. In determining the total value of equity-based compensation, the Compensation Committee considers, among other things, the overall performance mix of an NEO’s total direct compensation and the value of awards made to other executives, as well as the value of equity-based compensation awarded to comparable NEOs at our peer companies. PSUs
2024 PSU Awards
2024 PSU Awards PSUs granted in 2024 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:
2024 PSU Awards
| ● | ROIC: measured on an absolute basis for each year during the three-year period and averaged to yield an average ROIC for the cumulative three-year period. | | ● | Relative Adjusted EPS Growth: compound annual growth rate measured on a relative basis at the end of the cumulative three-year performance period against the companies comprising the S&P 100 Index. |
2024 PSU Awards
The ultimate payout of the PSUs will then be subject to a relative TSR performance modifier of +/- 25% based on the percentile ranking of our TSR over the three-year performance period relative to that of the companies comprising the S&P 100 Index (“Relative TSR Modifier”). The Relative TSR Modifier is -25% if our TSR ranking is at or below the 25th percentile. The Relative TSR Modifier is +25% if our TSR ranking is at or above the 75th percentile. The Relative TSR Modifier applies on an interpolated basis for performance between the 25th – 75th percentiles. We also apply an “absolute TSR cap” such that no positive modifier will be applied if absolute TSR is negative over the performance period (regardless of our relative TSR performance) to better align our NEO’s pay outcomes with shareholders’ returns. We believe this modifier more directly links our equity compensation program to shareholder returns by rewarding our executives for sustained market outperformance, as well as regulating payouts for underperformance, even if financial metrics are achieved at or above target. The maximum payout under the PSU awards granted in 2024 is 250% of target (inclusive of the TSR modifier), which provides additional incentive for outperformance and is in recognition of the fact that a significant portion of our NEOs’ compensation is delivered in the form of at-risk PSU awards, the value of which may only be realized by our NEOs upon achievement of financial and shareholder return performance measures over a three-year period. Earned PSUs will cliff-vest on the third anniversary of the date of grant, generally subject to continued employment through such date. Target values that the Compensation Committee approved for 2024 PSUs, which comprised 75% of the annual equity grant, are set forth below. These values are lower than the accounting values required to be set forth in the Summary Compensation Table as a result of certain assumptions and valuation methodologies required under applicable accounting standards.
2024 PSU Awards
| NAME | PSUs ($) | | Mr. Roberts | 17,250,000 | | Mr. Cavanagh | 13,125,000 | | Mr. Armstrong | 6,375,000 | | Mr. Reid | 5,137,500 | | Ms. Khoury | 1,125,000 |
2024 PSU Awards
For more information on PSUs granted in 2024, see “Grants of Plan-Based Awards” table below.
Prior PSU Award Vestings
Prior PSU Award Vestings The three-year performance period for PSUs granted to Messrs. Roberts, Cavanagh and Reid in 2022 concluded on December 31, 2024. The performance achieved resulted in a total payout of 143% of the target number of PSUs.
Prior PSU Award Vestings
| PERFORMANCE METRIC | PERFORMANCE PERIOD: 2022-2024 | | | | Actual Achievement | Payout (% of Target) | | ROIC (50%) | 11% | 200% | | Relative Adjusted EPS Growth (50%) | 70th percentile | 180% |
Prior PSU Award Vestings
The combined PSU payout percentage based on the above levels of ROIC and Relative Adjusted EPS Growth achievement was 190%. The Relative TSR Modifier was -25% based on a 19th percentile ranking relative to the S&P 100 Index during the three-year performance period, which was then applied to the combined payout percentage. Details about the ROIC potential payout ranges are not disclosed due to competitive concerns. Mr. Armstrong and Ms. Khoury were not awarded PSUs in prior years when they were not NEOs, and as such, only had time-based vesting of previously granted RSUs in 2024. Stock Options Approximately 25% of the target value of our NEOs’ 2024 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 in 2024 do not have any express performance conditions, the value ultimately realized depends on the appreciation of our stock price from the date of grant, which further aligns our NEOs’ interests with those of our shareholders. Procedures for Determining Compensation Compensation Committee’s Role, Process and Assessments The Compensation Committee approves the nature and amount of compensation paid to, and the employment and related agreements entered into with, our executive officers, and oversees broad-based cash bonus and equity-based plans, approving guidelines for grants of awards under these plans and determining and overseeing our compensation and benefits policies generally. In 2024, the Compensation Committee reviewed for our NEOs:
Prior PSU Award Vestings
| ● | Each element of our NEOs’ compensation for internal consistency. | | | ● | Various analyses provided by its independent compensation consultant, including: | | | | ● | 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)); | | | ● | a financial performance review (comparing our performance relative to our peer group companies with respect to growth in Adjusted EBITDA and revenue as well as TSR, based on financial data from a third-party source); |
Prior PSU Award Vestings
| ● | 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). |
Prior PSU Award Vestings
After taking into account the analyses above, the Compensation Committee evaluated our financial performance, as compared to our peers over time, as it related to our strongly competitive compensation philosophy.
Prior PSU Award Vestings
| ● | In addition, the Compensation Committee annually reviews the nature and mix of compensation elements, as well as compensation plan design and award terms, to ensure that our compensation program does not include inadvertent incentives for our NEOs to take inappropriate business risks by making decisions that may not be in the best interests of our shareholders. In conducting this review, the Compensation Committee also considers specific business risks identified through our ERM process. | | ● | In determining individual compensation, the Compensation Committee annually evaluates Mr. Roberts’ performance, and Mr. Roberts discusses with the Compensation Committee the performance of our other NEOs. The Compensation Committee, among other things, assesses each NEO’s responsibilities and roles with respect to corporate policy-making, management and contribution to our overall performance, both in terms of financial results and progress on key initiatives, as well as the importance of retaining the NEO. This process helps inform compensation decisions and allows our Compensation Committee to employ a holistic evaluation that may include factors both within and outside of management’s control, balanced with individual and company performance and shareholder outcomes. See “Compensation Decisions” above for information on NEO performance and decisions made in respect of 2024. |
Prior PSU Award Vestings
Role of Compensation Consultants The Compensation Committee has directly engaged Korn Ferry as its own independent compensation consultant. Korn Ferry provides research, analysis and input as to the form and amount of executive and director compensation, 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 Compensation Committee and to management. The Compensation 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 2024. In 2024, we paid Korn Ferry approximately $384,000 for services related to executive and director compensation and approximately $193,000 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 Compensation Committee and in formulating and making recommendations to the Compensation Committee in these areas. These executives, together with our employees who work in the compensation area, also conduct research and consult with compensation consultants, legal counsel and other expert sources to keep abreast of developments in these areas. All decisions, however, regarding the compensation of our NEOs are made by the Compensation Committee and are reviewed by the Board, following reviews and discussions held in executive sessions. The Compensation Committee assessed Korn Ferry’s work as required under SEC rules and concluded that its work for the Compensation Committee in 2024 did not raise any conflicts of interest. The Compensation Committee reached this determination by reviewing the fees paid to Korn Ferry and evaluating its work under applicable SEC and Nasdaq rules on conflicts of interest. Use of Competitive Data While peer group and various compensation survey analyses are considered important and valuable by the Compensation Committee, the Compensation Committee does not make any determination of, or change to, compensation in reaction to market data alone. Rather, it uses this information as one of several considerations to inform its decisions in determining compensation levels (and when to change compensation levels). Peer Group The Compensation Committee, advised by Korn Ferry, reviewed the criteria for selecting members of our peer groups and determined that Lumen Technologies, Inc. was no longer a suitable peer company for comparison. In all other respects, the composition of our core peer group for 2024 is unchanged from our 2023 core peer group. Below are the companies in our core peer group for 2024:
Prior PSU Award Vestings
| ● | Alphabet Inc. | | ● | AT&T Inc. | | ● | Charter Communications, Inc. | | ● | Fox Corporation | | ● | Meta Platforms, Inc. | | ● | Netflix, Inc. |
Prior PSU Award Vestings
| ● | Paramount Global | | ● | T-Mobile US, Inc. | | ● | The Walt Disney Company | | ● | Verizon Communications Inc. | | ● | Warner Bros. Discovery, Inc. |
Prior PSU Award Vestings
Our peer group analyses indicate that overall, our “pay at risk” practices are generally aligned with peer group practices.
Prior PSU Award Vestings
| ● | Comparisons for (i) Mr. Roberts were made to peer chief executive officers for the peer group, (ii) Mr. Cavanagh were made by ordinal rank (i.e., the position in the Summary Compensation Table) and to chief executive officers for the media companies in the peer group, (iii) Mr. Armstrong were made to peer chief financial officers, (iv) Mr. Reid were made to peer chief legal officers and heads of government relations, and (v) Ms. Khoury were made by ordinal rank and to top communications officers based on survey data. | | ● | As a supplemental reference point to further inform the Compensation Committee, comparisons were made to general industry peer groups with revenues similar in size to our business as a whole and our business units. | | ● | The Compensation Committee does not determine an NEO’s target compensation solely based on a specific reference point within our peer group; instead, it reviews our peer group analyses, as well as the other analyses discussed in “Compensation Committee’s Role, Process and Assessments,” both to validate our compensation program design and to inform its judgment in determining target compensation. |
Prior PSU Award Vestings
Other Compensation Policies and Considerations Executive Stock Ownership Policy We have a stock ownership policy for members of our senior management, including our NEOs, that is designed to increase our executives’ ownership stake in our company and align their interests with those of our shareholders.
Prior PSU Award Vestings
| | MULTIPLE OF BASE SALARY REQUIRED | COMPLIANCE STATUS | | Brian L. Roberts | 10x | In compliance | | Michael J. Cavanagh | 5x | In compliance | | Jason S. Armstrong | 3x | In compliance | | Thomas J. Reid | 3x | In compliance | | Jennifer Khoury | 3x | In compliance |
Prior PSU Award Vestings
“Ownership” includes (i) stock owned directly or indirectly, (ii) shares credited under our employee stock purchase plan, which must be held for one year from the date credited, and (iii) 60% of deferred vested shares, shares deemed invested in Comcast’s stock fund under our deferred compensation plans and the pre-tax net number of shares deliverable upon the exercise of vested stock options. There is a phase-in period of six years after the year in which an executive first becomes subject to the policy (or to a higher base salary multiple) to allow the executive to meet the full stock ownership requirement. If an executive is subject to a phase-in period, we consider them to be in compliance with the policy if they meet the reduced stock ownership requirements under such phase-in. In determining compliance, the Compensation Committee may consider any noncompliance that occurs solely or primarily from a decline in the market price of our stock. If an executive is not in compliance, he or she is prohibited from selling our stock (unless a hardship exemption is granted). Insider Trading Policies and Prohibitions on Hedging and Pledging We have adopted insider trading policies governing the purchase, sale and other dispositions of our securities by directors, officers and employees, as well as by Comcast itself, that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to us. Our policies prohibit our executive officers, certain other high-level employees and directors from buying or selling any of our securities during specified blackout periods, and, when outside of those blackout periods, they may only buy or sell our securities with prior approval in accordance with internal procedures. This helps ensure that our executive officers and directors will not trade in our securities at a time when they are aware of material, nonpublic information. Our policies also prohibit our executive officers and directors from (i) using any strategies or products (including derivative securities, such as put or call options, or short-selling techniques) to hedge against potential changes in the value of our stock and (ii) holding our stock in margin accounts or pledging our stock as collateral for a loan. No Automatic Payments in Connection with a Change in Control We generally do not have any benefits, such as accelerated vesting of equity awards, that are “triggered” automatically as a result of a “change in control” (a “single trigger”) or the occurrence of one or more specified events (a “double trigger”) that may follow a change in control, such as termination of employment without cause. Instead, we believe it is in the best interests of our company for our Board and Compensation Committee, who are subject to fiduciary obligations to act in a manner they believe to be in the best interests of our company and shareholders, to retain the discretion to determine whether it is appropriate to accelerate the vesting of stock options and/or stock units or provide other benefits in connection with a particular change in control transaction. Mr. Roberts’ employment agreement provides that if his employment is terminated following a change in control, that termination will be treated as a termination without cause for the purpose of determining his benefits in those circumstances under his employment agreement. The Compensation Committee approved this provision as a fair and reasonable protection for our Chief Executive Officer in the event of a change in control. Payments in Connection with a Termination of Employment Payments to our NEOs upon a termination of employment are described under the “Potential Payments upon Termination or Change in Control” table below. These compensation arrangements are contained in each NEO’s employment or other agreements and are not a factor in the Compensation Committee’s determination of current year compensation elements. These arrangements were arrived at as a result of arm’s-length negotiations in connection with entering into each such agreement. Recoupment (or “Clawback”) Policy We have an incentive compensation recoupment (or “clawback”) policy that was adopted in accordance with applicable SEC and Nasdaq rules. Under this policy, the Compensation Committee will seek to recover incentive compensation paid to our executive officers in the event of an accounting restatement as defined, and to the extent required, under such rules. Award Timing Our current practice is to grant annual equity incentive awards each year on the first business day in March. The value of these annual awards is approved by the Compensation Committee at a meeting prior to the grant date. Our off-cycle awards (for new hires, mid-year promotions, etc.) are granted in accordance with pre-established grant date schedules. During 2024, we did not grant stock options to our NEOs during any period beginning four business days before and ending one business day after the filing or furnishing of any periodic report on Form 10-Q or Form 10-K or current report on Form 8-K that disclosed material, nonpublic information. Tax and Accounting Considerations The Compensation Committee considers accounting and tax implications of our compensation and benefit programs, including with respect to the tax deductibility of our executive compensation. Section 162(m) of the Internal Revenue Code generally limits the tax deductibility of compensation paid by public companies to certain executive officers to $1 million. In the exercise of its business judgment and in accordance with its compensation philosophy, the Compensation Committee has previously awarded, and continues to have the flexibility to award, compensation that is not tax deductible if it determines that such award is in our shareholders’ best interests. In addition, the Internal Revenue Code limits the amount that companies can deduct for the personal use of company-provided aircraft to the amount recognized as income by the executives who used the aircraft. In 2024, the total amount of our disallowed tax deduction resulting from the personal use of Company-provided aircraft by our NEOs and any guests was approximately $5.9 million. Other Considerations The Compensation Committee is aware that Mr. Roberts is our shareholder with the greatest beneficial voting power. The Compensation Committee maintains an objective stance toward Mr. Roberts’ compensation. The Compensation Committee uses the same methods, tools and processes to determine Mr. Roberts’ compensation as it does for our other NEOs.
Executive Compensation Tables
| NAME AND PRINCIPAL POSITION | YEAR | SALARY ($) | STOCK AWARDS(1) ($) | OPTION AWARDS(2) ($) | NON-EQUITY INCENTIVE PLAN COMPENSATION(3) ($) | ALL OTHER COMPENSATION(4) ($) | TOTAL ($) | | Brian L. Roberts Chairman of the Board & Chief Executive Officer | 2024 | 2,500,001 | 17,911,098 | 5,750,038 | 7,500,002 | 200,483 | 33,861,622 | | | 2023 | 2,500,000 | 15,024,591 | 9,200,027 | 8,550,000 | 199,049 | 35,473,666 | | | 2022 | 2,500,000 | 13,383,702 | 8,480,021 | 7,500,000 | 206,127 | 32,069,850 | | Michael J. Cavanagh President | 2024 | 2,500,001 | 13,627,970 | 4,375,032 | 7,500,002 | 255,162 | 28,258,168 | | | 2023 | 2,463,846 | 11,431,801 | 7,000,032 | 8,426,353 | 258,030 | 29,580,063 | | | 2022 | 2,300,000 | 9,974,568 | 21,120,030 | 6,900,000 | 187,124 | 40,481,722 | | Jason S. Armstrong Chief Financial Officer | 2024 | 1,996,154 | 6,619,338 | 2,125,001 | 4,351,616 | 10,000 | 15,102,108 | | | 2023 | 1,789,615 | 3,266,371 | 2,000,033 | 4,528,767 | 10,000 | 11,594,786 | | Thomas J. Reid Chief Legal Officer and Secretary | 2024 | 1,898,079 | 5,334,578 | 1,712,518 | 5,172,264 | 10,000 | 14,127,439 | | | 2023 | 1,800,080 | 3,266,371 | 2,000,033 | 4,104,182 | 10,000 | 11,180,666 | | Jennifer Khoury Chief Communications Officer | 2024 | 1,500,000 | 1,168,328 | 375,045 | 2,452,500 | 10,000 | 5,505,873 | | | 2023 | 1,494,231 | 980,051 | 600,010 | 2,555,135 | 10,000 | 5,639,427 |
Executive Compensation Tables
| | SUMMARY COMPENSATION TABLE TOTAL FOR PEO(1) ($) (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) | | | | 2024 | 33,861,622 | 10,418,649 | 15,748,397 | 6,869,290 | 94.53 | 102.62 | 15.9 | 38.1 | | 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 |
Executive Compensation Tables
| (5) 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 our cumulative TSR and the cumulative TSR of the TSR Peer Group over the covered period. |
Shareholder Proposals
| Shareholder Proposal to Consider “CEO Pay Ratio Factor” in Executive Compensation | | | | Our Board unanimously recommends that shareholders vote “AGAINST” this shareholder proposal. |
Compensation of Directors
Compensation of Directors
Director Compensation Program
Director Compensation Program From time to time, the Compensation Committee directs an independent compensation consultant to provide analyses with respect to various nonemployee director compensation data. Korn Ferry last provided this analysis in 2023. For 2024, our nonemployee directors received annual compensation as follows:
Director Compensation Program
| DIRECTOR FEES | COMMITTEE MEMBERSHIP FEES FOR EACH BOARD COMMITTEE | | Annual Retainer $120,000 + FMV of Annual Grant of Shares of CMCSA $225,000 | Chair $40,000 Member $15,000 |
Director Compensation Program
Annual Retainer $120,000 FMV of Annual Grant of Shares of CMCSA $225,000 Chair $40,000 Member $15,000 The annual retainer may be received, at the election of the nonemployee director, in shares of Class A common stock, the receipt of which may be deferred in whole or in part. The receipt of the annual stock grant (which is fully vested upon grant) also may be deferred in whole or in part, as may any fees received by a director. Deferred fees must be invested notionally in a third-party mutual or exchange fund or our Class A common stock fund (with dividends being reinvested in Comcast stock). Nonemployee directors are reimbursed for travel expenses for meetings attended. Nonemployee directors are provided with our courtesy services consisting of high-speed internet, video, voice and home security and automation services at two residences, if in our service areas, at no cost during the time they serve and for five years thereafter.
Director Compensation
Director Compensation The following table sets forth specified information regarding the compensation of our nonemployee directors in 2024. No information is provided for Mr. Roberts, who is an employee director and does not receive compensation for his services as a director.
Director Compensation
| NAME | FEES EARNED OR PAID IN CASH(1) ($) | STOCK AWARDS(2) ($) | ALL OTHER COMPENSATION(3) ($) | TOTAL ($) | | Kenneth J. Bacon | 160,000 | 225,010 | 13,338 | 398,348 | | Thomas J. Baltimore, Jr. | 135,000 | 225,010 | 8,788 | 368,798 | | Madeline S. Bell | 135,000 | 225,010 | 4,817 | 364,827 | | Louise F. Brady | 135,000 | 225,010 | 15,430 | 375,440 | | Edward D. Breen | 160,000 | 225,010 | 5,787 | 390,797 | | Gerald L. Hassell(4) | 67,500 | — | 8,020 | 75,520 | | Jeffrey A. Honickman | 175,000 | 225,010 | 13,211 | 413,221 | | Wonya Y. Lucas | 101,250 | 393,770 | 3,262 | 498,282 | | Maritza G. Montiel(4) | 67,500 | — | 9,379 | 76,879 | | Asuka Nakahara | 135,000 | 225,010 | 19,327 | 379,337 | | David C. Novak | 135,000 | 225,010 | 1,536 | 361,546 |
Director Compensation
| (1) This column represents all cash retainers and meeting fees earned by our nonemployee directors in 2024, 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 2024, 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, 2024. 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) The amounts in this column represent the incremental cost to the Company of our courtesy services and guest travel to business-related events. | | (4) Mr. Hassell and Ms. Montiel’s terms ended in June 2024 and they are not nominees for director at our 2025 annual meeting. |