UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
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Comcast Corporation
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Notice of 20232024 Annual Meeting of Shareholders and Proxy Statement
2022 Company HighlightsStrong Execution on Key Strategic Priorities
Strong Execution on Key Strategic Priorities | ||||||||
Connectivity & Platforms | ||||||||
Over Began rolling out multi-gigabit symmetrical broadband speeds powered by DOCSIS 4.0 technology; started in select U.S. markets and announced plans to offer these speeds and other advanced capabilities across our entire U.S. footprint Business Services Connectivity approached $10 billion in annual revenue, continuing to serve as a high margin growth engine | ||||||||
Content & Experiences | Theme Parks increased revenue by 19% to | 2023; Peacock paid subscribers Ranked Sky | ||||||
Digital Equity | |||||||
Over a decade of commitment to using our platforms and reach to help Empowering thousands of Digital Navigators to help more people connect to the Participating in federal, state and local programs designed to fund expansion of broadband to | |||||||
Diversity, Equity & Inclusion | Supported | ||||||
Environmental Sustainability | |||||||
NOTE ABOUT FORWARD-LOOKING STATEMENTS AND WEBSITE REFERENCES
This proxy statement includes statements that may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). Forward-looking statements are not historical facts or statements of current conditions, but instead represent only our beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside of our control. These may include estimates, projections and statements relating to our business plans, objectives and expected operating results and statements regarding environmental, social and governance-related plans and goals, which are based on current expectations and assumptions that are subject to risks and uncertainties that may cause actual results to differ materially. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “potential,” “strategy,” “future,” “opportunity,” “commit,” “plan,” “goal,” “may,” “should,” “could,” “will,” “would,” “will be,” “will continue,” “will likely result” and similar expressions. Factors that could cause our actual results to differ materially from these forward-looking statements include changes in and/or risks associated with: the competitive environment; consumer behavior; the advertising market; consumer acceptance of our content; programming costs; key distribution and/or licensing agreements; use and protection of our intellectual property; our reliance on third-party hardware, software and operational support; keeping pace with technological developments; cyber attacks, security breaches or technology disruptions; weak economic conditions; acquisitions and strategic initiatives; operating businesses internationally; natural disasters, severe weather-related and other uncontrollable events; loss of key personnel; labor disputes; laws and regulations; adverse decisions in litigation or governmental investigations; and other risks described from time to time in reports and other documents we file with the Securities and Exchange Commission (“SEC”). There are also certain risks and challenges we may face in meeting our environmental goals that are beyond our control, including political, economic, regulatory and geopolitical conditions, supply chain and labor issues, supplier emissions reductions, the evolution of carbon offset markets and innovations in technology and infrastructure.
In evaluating these statements, you should consider various factors, including the risks and uncertainties we describe in the “Risk Factors” sections of our most recent Annual Report on Form 10-K, our most recent Quarterly Report on Form 10-Q and other reports filed with the SEC. The inclusion of forward-looking and other statements in this proxy statement or on our website that may address our corporate responsibility initiatives, progress, plans and goals is not an indication that they are necessarily material to investors or required to be disclosed in our filings with the SEC. Such statements may contain estimates, make assumptions based on developing standards that may change and provide aspirational goals and commitments that are not intended to be promises or guarantees. Readers are cautioned not to place undue reliance on forward-looking statements and such other statements, which speak only as of the date they are made. We undertake no obligation to update or revise publicly any forward-looking or such other statements, whether because of new information, future events or otherwise. Additionally, none of the statements, reports, policies or other content on our website, or any other websites or reports referenced or discussed in this proxy statement, are deemed to be part of, or incorporated by reference into, this proxy statement.
2024 Proxy Statement |
Message from Our Chairman and CEO and Our Lead Independent Director
Dear Shareholders,
2022We are pleased to report that 2023 was aanother record year for Comcast. We achieved the highest leveldelivered some of revenue, Adjusted EBITDA and Adjusted EPSour best financial results in our company’s history, and returned $17.7$16 billion of capital to shareholders through share repurchases and quarterly dividends.raised our dividend for the 16th consecutive time.
WhileOur strong performance was fueled by meaningful investments and execution across our financial performancesix key growth areas – residential broadband, mobile, business services, theme parks, studios and healthy balance sheet help set Comcast apart, it is our talented employees who make us truly unique.streaming. In 2022, our teams worked collaboratively to innovate and deliver the very best technology and experiences to customers, viewers and guests.
Webroadband, we continue to lead in broadband with world-classprovide unmatched products and expand our fiber rich network. With connected devices and high-bandwidth consumption constantly increasing, we continued to enhance capacity, reliability and speed to ensure we’re ready to outpace demand today and in the investments we are making in our next generation network, Xfinity 10G, will enable us to well-exceed customer demand for both speed and usage for years to come.
Xfinity Mobile continues to shine, and with five million lines in just five years, we have great momentum and significant runway ahead.future. Comcast Business approachedis generating nearly $10 billion in revenue with very healthy margins, and Sky Broadband remains the number two provider in the United Kingdom.Xfinity Mobile is seeing consistent and healthy subscriber growth, with significant runway still ahead.
NBCUniversal delivered exceptional content across platforms with globalAt the same time, we’re creating unparalleled entertainment experiences that delight viewers and guests. Our film business ranked #1 by worldwide box office in 2023, buoyed by blockbuster hits such as Oppenheimer, which earned seven Academy Awards, including Jurassic World Dominion and Minions: The Rise of Gru. Best Picture. Peacock more than doubled its number of payingremained the fastest growing streaming service in America in 2023, increasing paid subscribers driven by must-see films, sporting events and new originals, capping off a great year of growth for streamingnearly 50% to 31 million. And, at our company. At Theme Parks, demand once again exceeded all expectations, breaking previous attendancewe achieved record-high revenue and financial records, as we focus onAdjusted EBITDA and have a pipeline of exciting new openingsattractions and attractionsexperiences coming soon, including the much-anticipated opening of Epic Universe in the coming years.
Pride in our business achievements is matched only by the meaningful impact our wonderful teams have made in their local communities. We continued to advance key initiatives aimed at creating a more equitable world through our expansive digital equity initiatives, championing diversity, equity and inclusion in our workforce and society, and helping to foster a cleaner environment through our carbon neutral goal and recent commitment to set science-based targets. These efforts are outlined in greater detail in the pages that follow and will remain key focus areas for our company.2025.
In March 2023, we welcomed Thomas J.Tom Baltimore, Jr., Chairman, President and Chief Executive Officer of Park Hotels & Resorts, Inc., and Louise Brady, Co-Founder and Managing Partner of Piedmont Capital, to our Board, and in 2024, Wonya Lucas, former Chief Executive Officer of Directors. He is anHallmark Media, joined our Board. They are all impressive leaderleaders, and we look forward to histheir contributions in the coming years. We’d also like to thank Gerald Hassell and Maritza Montiel, who have reached our director retirement age, for their invaluable insight and leadership during their tenure.
Our many accomplishments would not have been possible withoutWe enter 2024 with momentum and confidence in our long-term strategy to drive innovation, growth and shareholder value. We remain committed to delivering world-class connectivity, content and experiences to millions worldwide while also leveraging our unique resources to make a positive impact on our communities and the stewardship ofplanet.
As always, we extend our heartfelt appreciation to our Board and management team, and the 186,000 passionate employees who propel our management team. Thanks to their leadership, we begin 2023 with strengthcompany forward every day. We are also grateful for the continued trust and optimism. From the connectivity and platforms we provide, to the content and experiences we create,support of our businesses continue to play a central role in the lives of millions as we fulfill our mission of connecting people to the moments that matter in their lives.shareholders.
Sincerely,
Brian L. Roberts Chairman and Chief Executive Officer | Edward D. Breen Lead Independent Director |
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Notice of 20232024 Annual Meeting of Shareholders of Comcast Corporation
Date | Recommendation | Who Can Vote | ||||
Meeting begins: 9:00 a.m. Eastern Time | Meeting live via the internet: comcast.onlineshareholdermeeting.com | Shareholders of record on April |
Voting Items | Board Voting Recommendation | ||
PROPOSAL Elect Directors | FOR each nominee | ||
PROPOSAL Ratify appointment of independent auditors | FOR | ||
PROPOSAL | |||
Advisory vote to approve executive compensation | FOR | ||
PROPOSAL | |||
Vote on shareholder | AGAINST |
Only shareholders of record on April 3, 20231, 2024 may vote and participate during the meeting. If the meeting is adjourned because a quorum is not present, then shareholders who attend the reconvened meeting will constitute a quorum for the purpose of acting upon the matters presented at that meeting pursuant to the rules described in “Voting Securities and Principal Holders“Information about Stock Ownership – Outstanding Shares and Voting Rights” in the attached proxy statement.
The Notice of Internet Availability of Proxy Materials is being mailed, and the attached proxy statement is being made available, to our shareholders beginning on or about April 28, 2023.26, 2024.
Your vote is important. Please vote your shares promptly. To vote your shares, you can:
Use the internet, as described in the Notice of Internet Availability of Proxy Materials and on your proxy card. | Call the toll-free telephone number set forth in the attached proxy statement and on your proxy card. | Complete, sign and date your proxy card and return your proxy card by mail. |
April 28, 202326, 2024
THOMASThomas J. REIDReid
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to Be Held on June |
2024 Proxy Statement |
Table of Contents
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About Comcast
Our Company
Comcast Corporation (“Comcast,” the “Company,” “we,” “our” or “us”) is a global media and technology company. From the connectivity and platforms we provide, to the content and experiences we create, our businesses reach hundreds of millions of customers, viewers and guests worldwide. We deliver world-class broadband, wireless, video and videovoice services through Xfinity, Comcast Business and Sky; produce, distribute and stream leading entertainment, sports and news through brands including NBC, Telemundo, Universal, Peacock and Sky; and bring incredible theme parks and attractions to life through Universal Destinations and& Experiences.
20222023 Performance Overview
Amid an uncertain and evolving macroeconomic and industry environment, we performed at a high level and achievedWe produced strong financial results.results and continued to execute against our long-term strategy in 2023. We delivered the highest levels of consolidated revenue, Adjusted EBITDA and Adjusted EPS in our history; invested for the future; maintained a strong balance sheet; and returned $17.7 billiona significant amount of capital to shareholders through a combination of $4.7 billion in dividend payments and $13.0 billion in share repurchases.
During 2022, each of our businesses posted strong performance.
We also worked together across our complementary, high-performing business units, as well as with external partners, to continue to accelerate convergence in media and technology. For example, in 2022, as we sought to expand the reach of our proprietary global technology platform and addressable customer base, we formed a joint venture with Charter named Xumo to develop and nationally offer a next generation streaming platform.
In March 2023 we announced that beginning in the first quarter of 2023 we will change our presentation of segment operating results around our two primary businesses, Connectivity & Platforms and Content & Experiences. Customer and financial metrics referenced in this proxy statement are expressed based on the presentation of segment operating results in effect in 2022.
Financial Performance
Our 2022 consolidated financial results were strong, with contributions from across our company, underscoring our business resilience, strategic decision-making and capital allocation priorities, all driven with a view toward growth and creating long-term value. As described in “Compensation Discussion and Analysis” below, revenue, Adjusted EBITDA and Free Cash Flow are among the key metrics used in our executive compensation program.
Net Cash Provided by Operating Activities ($ in billions) | Free Cash Flow(2) ($ in billions) | |||||
BY OPERATING ACTIVITIES ($ in billions) | ($ in billions) | |||
(1) | In the third quarter of 2022, we recorded noncash impairment charges related to Sky goodwill and intangible assets |
(2) | Reconciliations of non-GAAP financial metrics to GAAP are set forth in Appendix A. |
2023 key reported results included:
● | |
● | Content & Experiences – We continued to entertain and inspire our audiences and guests by creating and leveraging our world-class IP and fan favorite franchises. In 2023, Universal Pictures was the highest-grossing studio at the worldwide box office, with three of the top five highest-grossing films, and we continued to build new destinations and experiences at our theme parks around the world. In Media, we continued to deliver leading sports, news and entertainment, and Peacock, our streaming service, was the fastest-growing streamer in 2023 with U.S. paid subscribers increasing nearly 50% to 31 million and revenue increasing 57% to $3.4 billion. Content & Experiences revenue was consistent with the prior year period at $43.2 billion, and Adjusted EBITDA increased 5.4% to $6.7 billion. |
In 2022,We also worked together across our complementary, high-performing business units, as well as with external partners, to continue to accelerate convergence in media and technology. For example, in January 2024, we successfully executed the first exclusively streamed NFL Wild Card game, with engineers across NBC Sports, Peacock and Connectivity & Platforms collaborating to deliver the largest ever viewing event on the internet in the U.S.
Lastly, in 2023, we made cash dividend payments of $4.7$4.8 billion and repurchased $13.0$11.0 billion of our common stock, resulting in a total return of capital to shareholders of $17.7 billion, compared to $8.5 billion in 2021.$15.8 billion. In January 2023,2024, we announced our 15th16th consecutive annual increase to our planned annual dividend by $0.08 per share, or 7.4%6.9%, to $1.16$1.24 per share on an annualized basis.
Spotlight on Our Corporate Responsibility Initiatives
At Comcast, ourOur most significant environmental, social and governance (“ESG”) issuescorporate responsibility initiatives are reviewed with our Board of Directors and its committees. Our Audit Committee oversees financial reporting and accounting matters, internal and disclosure controls, our enterprise risk management (“ERM”) process and cybersecurity and significant business continuity risks. Our Compensation and Human Capital (“CHC”) Committee reviews programs and strategies with respect to human capital management and employee engagement and oversees succession planning. Our Governance and Corporate Responsibility (“GCR”) Committee oversees significant environmental and social issues, risks and trends, including diversity, equity and inclusion (“DE&I”) and harassment and discrimination matters, as well as privacy and political and lobbying activities. For more information about our Board’s oversight of ESGthese issues, see “Corporate Governance and Board Matters – Board Structure and Responsibilities – Board and Committee Strategy, Risk and ESG Oversight Responsibilities.”
We provide reports on various ESGcorporate responsibility issues and initiatives that are of interest to our stakeholders, including our shareholders, employees, customers, suppliers and the communities where we operate, on our ESG Reporting website at www.cmcsa.com/esg-reporting, , including our Impact Report, EEO-1 Data Report, Sustainability Accounting Standards Board (“SASB”) Report, Task Force on Climate-Related Financial Disclosures (“TCFD”) Report, Carbon Footprint Data Report and reporting on our political and trade association activities. None of the statements, reports, policies, resources or other content on our website, or any other websites or reports referenced or discussed in this proxy statement, are deemed to be part of, or incorporated by reference into, this proxy statement.
Digital Equity
As a media and technology company, we have a unique opportunity to address digital inequities to help create a more equitable society. Over the lastFor more than a decade, we have connected a cumulative total of more than 10 million low-income Americans to the internet through our Internet Essentials program. At the same time, we have sought to improve access to digital tools and resources, invested in organizations that help people build digital skills, and partnered with cablebroadband industry peers, schools, governments, nonprofits, businesses and communities to help bridge theadvance digital divide.equity.
In 2022,2023, we continued our efforts to extend our broadband services to underservedunserved and unservedunderserved Americans by:
● |
2024 Proxy Statement | 6 |
Internet Essentials service or our | |
● | Participating in federal, state and local programs designed to fund the expansion of broadband to unserved and underserved Americans and extending our network to new areas where reliable, high-speed internet services had been unavailable. |
● | Investing directly in community-based initiatives and programs to launch, support and scale digital navigator programs across the country. Digital navigators are trusted individuals affiliated with local nonprofits, educational institutions and governmental organizations who are trained to help more people sign up for internet service, get devices and connect to skills training and other digital literacy resources. |
● |
Diversity, Equity & Inclusion
Our commitment to DE&I is long-standing. We believe that a diverse, equitable and inclusive company helps to foster creativity, innovation and success. We embrace diversity of background, perspective, culture, skills and experience and we usethroughout our resources – our people, programming and platforms – to work toward racial equity in areas where we can have a meaningful impact.business. Our ongoing efforts and continued progress in this regard are reviewed and discussed by our Board and/or its committees, our senior leadership teams, our rotating Diversity, Equity & Inclusion (“DE&I”) Employee Advisory Council and our external DE&I Advisory Council, which is chaired by our Chief Diversity Officer.
Table of ContentsCouncil.
Board of Directors and Workforce
(Workforce statistics based on U.S. full-time employees as of year-end 2022)2023)
Nominees | | Overall Workforce | ||
of our Board nominees are women | 40% of our Board nominees are people of color | |||
37% of our employees were women | 46% of our employees were people of color | |||
VP+ | Director-Level Employees | |||
of our Vice Presidents & above were women | of our Vice Presidents & above were people of color | |||
44% of our Director-level employees were women | of our Director-level employees were people of color |
Black and African American | Asian and Pacific Islander | Hispanic and Latino/a/e | 2+ Races | Indigenous |
7 | 2024 Proxy Statement |
● | |
Employee Resource Groups (“ERGs”):We support nine ERGs | |
● | DE&I Education and Training:We offer a variety of training programs and initiatives focused on creating a more inclusive workplace culture, including company-wide forums like our DE&I speaker series, along with an enterprise-wide learning catalog. |
● | External Input:We routinely engage third-party consultants and leverage third-party survey instruments to review and evaluate workforce-related programs and recommend opportunities for improvement. |
Our efforts extend beyond our traditional supply chain, including by:
We strive to have diverse perspectives that resonate with a wide range of audiences in our programming at NBCUniversal and in the content we distribute on our Xfinitymedia platforms. We have created opportunities in front of and behind the camera, including by offering a wide range of programs designed to build a diverse pipeline of talent, including directors, writers, actors, music composers and journalists.
Examples of programs we have developed that seek to build additional opportunities for diverse talent include NBCU Academy, through which we are investing $8.5 million into a training program for aspiring diverse journalists by partnering with academic institutions, including Historically Black Colleges and Universities, Hispanic-Serving Institutions, and colleges with significant underrepresented populations. NBCUniversal also created the Creative Impact Lab, which focuses on non-profit storytelling and provides opportunities for apprentices from diverse backgrounds to hone their production skills.
Through our media platforms, we have worked to amplifyshare culturally representative stories and educate our viewers on diverse voices and inclusive cultures, perspectives and experiences, including through a vast ecosystem of diverse content on Xfinity including(including curated On Demand destinations, as well as throughdestinations) and NBCUniversal’s ‘The More You Know’ series of public service announcements that have kept audiences informed and educated on issues that include a campaign to speak out against systemic racism and speaking up for social justice, equality and equity, to name a few.announcements.
Human Capital Management
As a global media and technology company, we have a wide range of employees, including management professionals, technicians, engineers, call center employees, theme park employees and media talent and production employees. Our human capital management policies, programs and initiatives are tailored to the specific employee populations within our businesses and include the following:
● | Employee Engagement:We seek to create an engaged workforce through proactive listening and constructive dialogue, including through employee engagement surveys, as well as through the nine ERGs described above. We |
● | Talent Development and Succession Planning:We provide a wide variety of opportunities for professional growth for all employees with in-classroom and online trainings and on-the-job experience, including as described above in “Diversity, Equity & Inclusion.” We also offer education tuition assistance to full-time employees in the United States. Our Board discusses succession planning for our CEO and the remainder of our senior executive management team annually on a formal basis and in private sessions at most of its regularly scheduled meetings. Throughout the year, our senior executive management team, as well as a broader array of executives throughout our businesses, make presentations to the Board and its committees and interact with our directors informally outside of regularly scheduled Board meetings, which provides directors with meaningful insight into our current pool of talent, what attracts and retains our executives and our company culture. See “Corporate Governance and Board Matters – Corporate Governance Practices, Policies and Processes – Succession Planning” for additional information. |
● | Health and Welfare Benefits:We offer a robust portfolio of |
2024 Proxy Statement | 8 |
families and provide problem-solving support for a broad range of issues, including stress, anxiety, depression, substance use and more. We also offer various digital emotional wellbeing tools, including child learning and behavior support, meditation, stress management, sleep issues, depression, chronic pain and substance use. | |
● | Financial Benefits:We focus on attracting and retaining employees by providing compensation and benefits packages that are competitive within the applicable market, taking into account the job’s location and responsibilities. We provide competitive financial benefits such as a 401(k) retirement plan in the United States with a company match and other retirement arrangements internationally. We have employee stock purchase plans in the United States, United Kingdom, |
Environmental Sustainability
In 2022,2023, we continued to make significant progresswork toward our goal to become carbon neutral by 2035 for Scope 1 and 2 emissions across our global operations. We have reduced our Scope 1 and 2 greenhouse gas (GHG) emissions by 28%over 30% between our 2019 base year and 2021,2022, and in 2022 we committed to setare working toward setting near-term science-based GHGgreenhouse gas reduction targets with the Science Based Targets initiative (“SBTi”).
The primary components of our 2021 Scope 1 and 2 GHG emissions are reflected below.
To address our largest source of emissions, we plan to invest in clean and renewable energy. We have more than doubled our use of renewable electricity across our global operations from 2020 to 2021, and in 2022 we signed additional contracts for more than 183,000 megawatt-hours (“MWh”) per year of renewable energy from new projects under development, bringing our contracted total to over 1 million MWh per year, or roughly 25% of our projected electricity needs in 2026 when these projects are scheduled to be operational.initiative.
While we expect to continue making progress toward our environmental goals, our goals are subject to certain risks and challenges that are beyond our control, including political, economic, regulatory and geopolitical conditions, supply chain and labor issues, supplier emissions reductions, the evolution of carbon offset markets and limited large-scale investments and innovations in technology and infrastructure.
Cybersecurity and Privacy
Protecting the security and integrity of the information and systems under our control and safeguarding the privacy of our customer and employee information has long been a priority at Comcast. In fact, cybersecurity and privacy risks are among the core enterprise risks for Board-level oversight identified through our annual enterprise risk management (“ERM”) assessment.
Our cybersecurity strategy, policies and practices are overseen by a Cybersecurity Leadership Council, which includes our President, Chief Financial Officer and Chief Legal Officer. Other members include the Chief Information Security Officers (“CISOs”), Chief Technology Officers or other similar officers (“CTOs”), Chief Financial Officers and General Counsels of Comcast Cable, NBCUniversal and Sky, along with our head of Internal Audit. Our information security programs cover a comprehensive range of capabilities, including network security, endpoint security, vulnerability management, antivirus and malware protection, encryption and access control. We are committed to data protection, perform annual third-party certifications/audits where appropriate, and engage an independent firm to perform a cyber capability maturity assessment every three years. Our Board, including through our Audit Committee, reviews and discusses our cybersecurity risks, practices and protections with our CISOs and CTOs at least twice per year. In addition, our Audit Committee receives regular updates on our cybersecurity posture throughout the year from our head of Internal Audit as appropriate.
We also have a Privacy Council, which includes our Chief Legal Officer, Chief Compliance Officer and the Chief Privacy Officers and General Counsels of Comcast Cable, NBCUniversal and Sky, that reviews and assesses privacy risks throughout our businesses and shares best practices. We respect the privacy rights of individuals and have implemented tailored privacy compliance programs for our businesses. Our Board, through our GCR Committee, reviews and discusses our privacy programs, processes and priorities with our Chief Privacy Officers.
Political and Trade Association Activities
Our code of conduct, statement on political and trade association activities, semi-annual political contributions reports and annual tax-exempt organization disclosures provide information about our political, lobbying and trade association activities. Our GCR Committee is responsible for overseeing our political, lobbying and trade association activities. In 2022,2023, we received the leading “Trendsetter” designation from the CPA Zicklin Index of Corporate Political Disclosure and Accountability for our transparency and accountability in political and trade association disclosure, policy and oversight.
Integrity
Our company’s culture is built on integrity and respect, and we believelive our core value of doing what’s right by conducting ourselves in a way that all of our employees have a responsibility to promotemaintains trust and respect around the highest ethical standards and comply with the law everywhere we operate.globe. As set forth in our code of conduct, our principles of business conduct guide us to act with integrity in everything we do, including aour commitment to do what’s right for our employees, customers, audiences,viewers, investors and the communities we serve. We are committed to creating an environment wherethat encourages employees feel comfortable askingto ask questions, raisingraise concerns and speakingspeak up without fear of retaliation.
2024 Proxy Statement |
Corporate Governance and Board Matters
Proposal 1: |
Election of Directors | ||||||
Our Board unanimously recommends that shareholders vote | ||||||
Board of Directors Nominees
Board Snapshot
INDEPENDENCE | DIVERSITY (GENDER | INDEPENDENT DIRECTOR TENURE | ||||
Independent: 90% Independent - 9 Non-independent - 1 Diverse: |
* | See “— Director Skills, Experience and Diversity” below and Nasdaq Board Diversity Matrix in Appendix B for additional information. | ||
** | Audit Committee Financial Expert |
10 |
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 strivesconsider certain director qualifications and skills, including those highlighted below, to balanceselect directors that bring to the need to have directors withBoard a diversity of backgrounds, cultures, skills, backgrounds, experiences, qualifications, viewpoints and perspectives to oversee and viewpoints, areas of expertise and knowledge, while including gender and racial and ethnic representation.address the current issues facing our company.
Our Board and each of its committees assess their effectiveness in this regard as part of their annual self-assessment, which, among other things, evaluates the overall composition of our Board, including the diversity of skills and backgrounds of our directors. Our GCR Committee focuses on certain specific director qualifications and skills, including those highlighted below, to select directors that bring to the Board a diversity of experience, qualifications, skills, viewpoints and perspectives to oversee and address the current issues facing our company. Our GCR Committee considers these qualifications, recognizes the value of diversity of backgrounds and experiences among its membership and is committed to diversity on our Board as it seeks to identify and evaluate potential new directors. In evaluating current directors for renomination to the Board or reappointment to Board committees, the GCR Committee also assessesconsiders the director’s performance, as well as the current challenges and needs of the Board and each committee.
The GCR Committee alsofurther 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 directorsdirector nominees is currently in compliance with our corporate governance guidelines and has sufficient time, energy and attention to serve on our Board.
Executive Leadership Relevant Industry Experience Consumer Products/Customer-Oriented Technology Financial/Accounting Risk Management Oversight International Government Affairs Human Capital Management Non-Profit/Educational/Philanthropic Gender* Race/Ethnicity*
See also Nasdaq Board Diversity Matrix in |
2024 Proxy Statement |
Director Nominee Biographies
Kenneth J. Bacon | Independent |
Partner at RailField Partners | |||
Career Highlights:
● | Partner, RailField Partners, a financial advisory and asset management firm, 2012 – Present |
● | Executive Vice President of the multifamily mortgage business, Fannie Mae, 2005 – 2012 |
● | Interim Executive Vice President, Housing and Community Development, Fannie Mae, January 2005 – July 2005 |
● | Member, National Multifamily Housing Council |
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.
Executive Leadership | |
Financial/ Accounting | |
Risk Management Oversight | |
Government Affairs | |
Non-Profit/ Educational/ Philanthropic |
Thomas J. Baltimore, Jr. | Independent |
Chairman, President and Chief Executive Officer of Park Hotels & Resorts | |||
Park Hotels & Resorts, Inc. Former Public Company Directorships: |
Career Highlights:
● | Chairman, President and Chief Executive Officer of Park Hotels & Resorts, Inc., a lodging and real estate investment trust, 2017 – Present |
● | President, Chief Executive Officer and Member of Board of Trustees of RLJ Lodging Trust, 2011 – 2016 |
● | Co-Founder and President, RLJ Development, LLC, 2000 – 2011 |
● | Various management positions at Hilton Hotels Corporation, Marriott Corporation and Host Marriott Services Corporation |
● | Board Member, University of Virginia Investment Management Company |
● | Board Member, The Real Estate Roundtable |
● | Executive Committee Member, American Hotel & Lodging Association |
● | Board Member, UVA McIntire School of Commerce Foundation |
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.
Executive Leadership | |
Relevant Industry Experience | |
Consumer Products/ Customer-Oriented | |
Financial/ Accounting | |
Risk Management Oversight |
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Madeline S. Bell | Independent |
President and Chief Executive Officer of The Children’s Hospital of Philadelphia | ||
Age: 62 Director since: February 2016 Committees: Governance and Corporate Responsibility |
61Career Highlights:Director since: February 2016Committees: Governance and Corporate Responsibility
● | President and Chief Executive Officer, The Children’s Hospital of Philadelphia (“CHOP”), a top-ranked children’s health system and research institute, |
● | Multiple Leadership Roles, including Chief Operating Officer, CHOP, 1995 – 2015 |
● | Began career as a pediatric nurse in 1983, moved from a variety of different nursing roles into hospital administration in 1989 and holds a Master of Science in Organizational Dynamics from the University of Pennsylvania |
● | Board Member, Leonard Davis Institute of Health Economics |
● | Board Member, Solutions for Patient Safety |
● | Executive Committee Member, Greater Philadelphia Chamber of Commerce and Member, CEO Council for Growth |
● | Former Board Chair, Federal Reserve Bank of Philadelphia |
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.
Executive Leadership | |||
Consumer Products/ Customer-Oriented | |||
Risk Management Oversight | Non-Profit/ Educational/ Philanthropic |
Louise F. Brady | Independent |
Co-Founder and Managing Partner of Piedmont Capital Partners, LLC, Piedmont Capital Partners II, LLC and Piedmont Capital Investments, LLC | ||
Age: 59 Director since: October 2023 Committees: Audit | Other Current Public Company Directorships: Travel + Leisure Co. |
Career Highlights:
● | |
● | President of Blue Current, Inc., 2014 – Present |
● | Vice President of Investments at Wells Fargo Advisors Financial Services, 1996 – 2013 |
● | 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 |
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.
Executive Leadership | Technology | Financial/Accounting |
13 | 2024 Proxy Statement |
Edward D. Breen | Lead Independent Director |
Chief Executive Officer and Executive Chairman of DuPont de Nemours, Inc. | |||
Former Public Company Directorships: |
Career Highlights:
● | Chief Executive Officer (since 2020) and Executive Chairman (since 2019), DuPont de Nemours, Inc., a provider of technology-based materials, ingredients and solutions |
● | Chief Executive Officer and Chairman, DowDuPont and predecessors, 2015 – 2019 |
● | Chief Executive Officer, Tyco International Ltd., 2002 – 2012; Chairman until 2016 |
● | Previous President and Chief Operating Officer, Motorola, and multiple leadership roles, Motorola’s |
Networks Sector and Motorola’s Broadband Communications Sector | |
● | Chairman, President and CEO, General Instrument Corporation, 1997 – 2000 |
● | Previously a director of Comcast from 2005 – 2011 |
● | Chair, |
● | |
● |
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.
Executive Leadership | |
Relevant Industry Experience | |
Consumer Products/ Customer- Oriented | |
Technology | |
Risk Management Oversight | |
International |
| |
Jeffrey A. Honickman | Independent |
Chief Executive Officer of Pepsi-Cola & National Brand Beverages, Ltd. | ||
Age: 67 Director since: December 2005 Committees: Audit and Governance and Corporate Responsibility |
66Career Highlights:Director since: December 2005Committees: Audit and Governance and Corporate Responsibility
● | 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 | |
● | |
● | |
● |
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.
Executive Leadership | |
Consumer Products/Customer-Oriented | |
Financial/Accounting |
14 |
Wonya Y. Lucas | Independent |
Former | |||
Age: 63 Director since: April 2024 |
Atlanta Braves Holdings, Inc. E.W. Scripps Company, J.C. Penney Company, Inc. |
Career Highlights:
● | |
● |
● |
● | |
● |
● | Board of Trustees, |
● | 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) |
Skills and Qualifications:
We believe that Ms. Montiel’s extensiveLucas’ experience and leadership in the accounting profession, includingmedia and entertainment sector, her extensive marketing and strategy expertise, as well as her prior experience as the former Deputy Chief Executive Officera president and Vice Chairman of Deloitte and in the oversight of risk and compliance efforts,chief executive officer, render her qualified to serve as one of our directors.
Executive Leadership | |||
Experience | |||
Consumer Products/ Customer-Oriented | Risk Management Oversight | ||
Asuka Nakahara | Independent |
Partner at Triton Atlantic Partners | |||
Age: 68 Director since: February 2017 Committees: Audit |
Career Highlights:
● | Co-Founder, Incompass Labs, Inc., a peer assessment software company, 2022 – Present |
● | Partner, Triton Atlantic Partners, a real estate advisory firm and investment vehicle that he co-founded, 2009 – Present |
● | Associate Director, Zell-Lurie Real Estate Center, and Practice Professor, Real Estate Department, Wharton School of the University of Pennsylvania, 1999 – Present |
● | Trammell Crow Company, various leadership roles including Chief Financial Officer (overseeing finance, capital markets, mergers and acquisitions, marketing, Trammell Crow University, human resources and other new business initiatives), 1980 – 1999 |
● |
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.
Executive Leadership | |
Financial/Accounting | |
Non-Profit/Educational/Philanthropic |
2024 Proxy Statement |
David C. Novak | Independent |
Founder of David Novak Leadership, Inc. | |||
Age: 71 Director since: December 2016 Committees: Compensation and Human Capital |
70Career Highlights:Director since: December 2016Committees: Compensation and Human Capital
● | Founder of David Novak Leadership, Inc., which provides online leadership training to transform managers into confident, capable, engaging leaders, 2020 – Present |
● | Executive Chairman of the Board, YUM! Brands, Inc., 2015 – 2016 |
● | Chairman of the Board, YUM! Brands, Inc., 2001 – 2014 |
● | Chief Executive Officer, YUM! Brands, Inc., 2000 – 2014 |
● | Board Member, Lift-a-Life Novak Family Foundation |
● | Author ofO GREAT ONE! A Little Story About the Awesome Power of Recognition, Taking People With You: The Only Way to Achieve Big Thingsand co-author of Take Charge of You, dedicated to developing leaders at every stage of life |
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.
Executive Leadership | |
Oriented/ Marketing | |
International | |
Human Capital Management | |
Non-Profit/ Educational/ Philanthropic |
Brian L. Roberts | Independent |
Chairman and Chief Executive Officer of Comcast | ||
Age: 64 Director since: March 1988 Committees: None |
63Career Highlights:Director since: March 1988Committees: None
● | 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 |
As of December 31, 2022,2023, 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.
Executive Leadership | |
Relevant Industry Experience | |
Consumer Products/ Customer-Oriented | |
Risk Management Oversight | |
International |
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Independence Determinations
Our Board has determined that each of our nine 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, while including gender and racial and ethnic representation.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 9.78.4 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.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 nominated or recommended by shareholders and will evaluate any such candidates in a similar manner as any other candidates. In identifying and evaluating candidates, whether recommended by the GCR Committee or by shareholders, the GCR Committee will consider an individual’s professional knowledge, business, financial and management expertise, industry knowledge, entrepreneurial background and experience, as well as applicable independence requirements. The GCR Committee also gives significant consideration to the current composition and diversity of our Board, including with respect to the skills set forth above, as well as age, background,backgrounds, cultures, experiences, perspectives,qualifications, viewpoints and gender and racial and ethnic representation.perspectives. All of our nominees are current directors and were elected by the shareholders at our 20222023 annual meeting, other than Thomas J. Baltimore, Jr.,Louise F. Brady and Wonya Y. Lucas, who joined the Board in March 2023.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 20242025 annual meeting of shareholders, if such meeting is called for a date between May 8, 202411, 2025 and July 7, 2024,10, 2025, we must receive written notice at the mailing address given on page 9061 on or after February 8, 202410, 2025 and no later than the close of business on March 9, 2024.12, 2025. If we call the 20242025 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
17 | 2024 Proxy Statement |
proxy access director nominees for the election of directors at the 20242025 annual meeting of shareholders, if such meeting is called for a date between May 8, 202411, 2025 and July 7, 2024,10, 2025, must be received at the mailing address given on page 9061 on or after November 30, 202327, 2024 and
no later than the close of business on December 30, 2023.27, 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 90.61. 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, 20222023 and is posted under “Corporate Governance” in the Investors section of our website at www.cmcsa.com.
Board Structure and Responsibilities
Board Leadership Structure
Our Board believes that we and our shareholders are best served by maintaining the flexibility for the Board to split or combine the offices of Chairman and Chief Executive Officer depending upon the best interests of our company at a given point in time. To that end, our GCR Committee and Board regularly review our Board leadership structure to ensure that the most appropriate structure is in place. These reviews may consider a variety of factors, such as our state corporation laws, our governance practices, the efficiency and effectiveness of our existing board leadership structure and feedback from our Board members as well as shareholders on our Board and its leadership structure.
Our Board currently believes that we and our shareholders continue to be best served by having Mr. Roberts serve as both our Chairman and Chief Executive Officer – working together with a strong Lead Independent Director. Mr. Roberts is a strong and effective leader, at both the company and Board levels, who provides critical leadership in carrying out our strategic initiatives and confronting our challenges. Mr. Roberts serves as an effective bridge between the Board and management, facilitating strong collaboration and encouraging open lines of communication with the Board. In his role as Chairman, he also brings to Board discussions extensive knowledge of all aspects of our current business, operations and risks.
In addition to our combined Chairman and CEO role, our independent directors are led by our Lead Independent Director, who ensures a strong, independent and active Board by promoting effective communication and consideration of strategy and material risks.
Edward D. Breen LEAD INDEPENDENT DIRECTOR | ||||
In accordance with our corporate governance guidelines, our Board has a strong Lead Independent Director position, currently filled by Mr. Breen. The Lead Independent Director: | ||||
●Chairs ●Facilitates communication between the Chairman and the independent directors and encourages director participation by fostering an environment of open dialogue and constructive feedback. ●Communicates periodically as necessary between Board meetings and executive sessions with our independent directors and with management on topics of importance to our independent directors. ● | ●Consults, reviews and has the opportunity to provide input on meeting agendas and meeting schedules for the Board, which may include matters relating to significant risks of ●With the CHC Committee, organizes the annual Board evaluation of the performance of our Chief Executive Officer and senior management. ●With the GCR Committee, reviews and approves the process for the annual self-assessment of our Board and its committees. ●Represents independent directors in communications with external constituencies, including significant shareholders, as appropriate. |
The role of Lead Independent Director is filled by an independent director recommended by the GCR Committee, which is chaired by and composed entirely of independent directors, and appointed by the Board annually. In recommending Mr. Breen to serve as our Lead Independent Director, our GCR Committee considered, among other
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qualifications, his extensive experience as a board chairman and chief executive officer seasoned in board-level risk oversight.
Our Board believes that board independence and oversight of management are effectively maintained, and management plans are critically reviewed, with our current board leadership and oversight structure and practices. The composition of our Board evolves gradually over time, which provides stability and experience, but the processes by which the Board works are dynamic and are designed to address the most critical risks and circumstances prevailing at any point in time. In addition to the Lead Independent Director position, we have strong and effective governance practices that support independent Board oversight, including:
● | Board independence and oversight of management effectively maintained through the Board’s composition, where all but one of our director nominees are independent. |
● | All Board-level committees |
● | All directors have access to management, external experts and independent auditors. |
● | Independent directors regularly meet in executive sessions without management present, chaired at our Board by our Lead Independent Director and at committees by committee chairs, to review, among other things, our strategy and risks, operating and financial performance, management effectiveness and succession planning. |
● | Annual Board assessment process includes independent director input (which includes the Lead Independent Director) for Board and committee meeting agendas on key business and risk topics, director educational topics and the design, composition and effectiveness of our Board, its leadership structure and Board committees. |
● | All directors may suggest inclusion of additional subjects on Board or committee agendas. |
● | Independent director participation in and oversight of key governance processes, such as Chief Executive Officer performance, executive compensation and succession planning. |
● | Our Chairman and Chief Executive Officer and our Lead Independent Director meet and speak with each other regularly about our Board and our company. |
In addition, having one individual perform the roles of Chairman and Chief Executive Officer is not restricted or prohibited by current laws or regulations. Board action is the product of consensus following informed and thorough discussion, relying on external expertise when appropriate to supplement management resources or provide the independent directors with additional support. No director has the right to override the vote of any other director, but in practical terms Board action is based on consensus not contested votes.
Ultimately, we believe that our current leadership structure, together with our strong governance practices, creates a productive relationship between our Board and management, including strong and effective leadership of the Company,our company, as well as strong independent oversight that benefits our shareholders.
Board Meetings and Attendance
Our Board and various committees of the Board meet throughout the year. During 2022,2023, there were fiveseven meetings of our Board and a total of 2022 committee meetings. Each director attended more than 75% of the aggregate number of Board meetings and the number of meetings held by all of the committees on which he or she served.
We require our directors to participate in the annual meeting of shareholders, barring unusual circumstances. Each director then in office participated in the 20222023 annual meeting of shareholders.
Our independent directors have the opportunity to meet separately in executive session following each regularly scheduled Board and committee meeting and, under our corporate governance guidelines, are required to meet in executive session at least two times each year. In 2022,2023, executive sessions were held at each regularly scheduled Board meeting, and most regularly scheduled committee meetings.
Committees of Our Board
Our Board has three standing committees: Audit, CompensationCHC and Human Capital, and Governance and Corporate Responsibility.GCR. All of these committees are composed entirely of independent directors under applicable Nasdaq and SEC requirements.
The Board makes committee and committee chair assignments annually at its meeting immediately preceding the annual meeting of shareholders, although further changes may be made from time to time as deemed appropriate by the Board.
Each committee has a Board-approved charter, which is reviewed annually by the respective committee, with the GCR Committee annually reviewing all charters and our corporate governance guidelines. Each committee has the authority
19 | 2024 Proxy Statement |
to retain independent advisors to assist it in carrying out its responsibilities. Committee charters are posted under “Corporate Governance” in the Investors section of our website at www.cmcsa.com.
Audit Committee |
Members Thomas J. Baltimore, Jr. Louise F. Brady Maritza G. Asuka Nakahara | Meetings in |
Key Responsibilities
● | Reviews the quality and integrity of our financial statements. | |
● | Reviews the financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Forms 10-Q and 10-K and our quarterly earnings press releases. | |
● | Monitors our internal control over financial reporting and disclosure controls and procedures. | |
● | Reviews the performance and responsibilities of our internal audit function and activities. | |
● | Appoints and evaluates the qualification, performance and independence of our independent auditors. |
● | Reviews financial risk assessment and management, cybersecurity and significant business continuity risks. | ||
● | Reviews process with respect to our ERM assessment. | ||
● | Reviews risks facing our company as disclosed in “Risk Factors” in our Form 10-K. | ||
● | Reports its discussions to the full Board for consideration and action when appropriate. |
Each member of our Audit Committee is financially literate for audit committee purposes, and our Board has concluded that Jeffrey A. Honickman and Maritza G. Montiel* qualify as audit committee financial experts.
The Audit Committee Report is included on page 26.
Members Gerald L. David C. Novak | Meetings in |
Key Responsibilities
● | Oversees and sets compensation for our senior executives. | |
● | Performs an annual review of our compensation philosophy, executive compensation programs and the performance of senior executives, including our named executive officers (“NEOs”). | |
● | Evaluates annually whether there are any risks associated with our executive compensation program. | |
● | Oversees succession planning for senior management. |
● | Reviews compensation and benefit plans and policies generally, including with respect to compensation of our senior executives and other employees. |
● | Reviews programs and strategies with respect to human capital management, including with respect to talent recruitment, development and retention, employee engagement and workforce composition. |
● | Reports its discussions to the full Board for consideration and action when appropriate. |
Each member of our CHC Committee qualifies as a “non-employee director” under Rule 16b-3 under the Exchange Act.
The CHC Committee Report is included on page 40.
* Ms. Montiel and Mr. Hassell are not nominees for director at our 2024 annual meeting.
20 |
Governance and Corporate Responsibility Committee |
Members Madeline S. Bell Jeffrey A. Honickman | Meetings in |
Key Responsibilities
● | Provides general oversight of corporate governance. | |
● | Oversees culture of compliance and ethical business conduct, including compliance program. | |
● | Reviews significant legal and regulatory compliance risks, such as privacy. | |
● | Oversees, monitors and receives reports on workplace harassment and discrimination matters. | |
● | Reviews and assesses our corporate social responsibility report and significant environmental and social issues, risks and |
● | Oversees our approach to political and lobbying activities, including by receiving periodic reports on our political contributions, lobbying and trade association activities. | ||
● | Reports its discussions to the full Board for consideration and action when appropriate. |
Our Board and its committees provide guidance to and oversight of management with respect to our business strategy throughout the year. Various elements of strategy are discussed at every Board meeting, and our management is charged with executing the business strategy and updating the Board on progress.
While active risk management and responsibility for disclosure controls is primarily the responsibility of our management, our Board understands the significant risks facing our company, including those related to material ESGcorporate responsibility issues. Our Board, as a whole and through its committees, exercises an appropriate degree of risk oversight, including risks associated with the design and operation of disclosure controls. Our management, with involvement and input from our Board, performs an annual companywide ERM assessment to identify and manage key existing and emerging risks for our company. Our ERM process assesses the characteristics and circumstances of the evolving business environment at the time and seeks to identify both the potential impacts to our company of a particular risk and the velocity with which the risk may manifest (e.g., rapidly in less than three months or more slowly in more than twelve months). Members of our disclosure committee participate in the ERM process, and the ERM output helps inform how we present the risks facing our company in the “Risk Factors” section of our Annual Report on Form 10-K, which is also reviewed with our Audit Committee.
Our senior executive management team has the overall responsibility for, and oversight of, our ERM process, and an ERM steering committee manages the process, with one or more senior business executives then monitoring and managing each of the identified risks. Regular business presentations and discussions throughout the year at the Board or its committees, both from management and external experts as appropriate, highlight significant relevant risks and exposures, including those listed below as core enterprise risks identified through our ERM process. In addition to the ERM process, our Corporate Chief Compliance Officer, who reports to our Chief Legal Officer, leads an annual compliance risk assessment process, which is presented to our GCR Committee.
Our Board and its committees exercise their respective roles in strategy, risk oversight and oversight of significant ESGcorporate responsibility matters in a variety of ways, as set forth below. We believe the Board as a whole is ultimately accountable for risk oversight, but various Board committees may lead and inform the Board with regard to specific risks. To that end, our full Board receives an annual presentation on the results of the core enterprise risks identified through our ERM process for Board-level oversight, with our Audit Committee overseeing the process by which we perform our ERM exercise. Certain risks may be addressed by both the Board and its committees (such as cybersecuritysuccession planning and succession planning)cybersecurity) or only by our Board or a committee, depending on the subject matter and significance of a particular risk. If discussion of a risk is covered during a committee meeting, the committee chair reports on the committee’s discussion to the full Board for consideration and action when appropriate.
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Board of Directors | ||||||||||||||
Oversight of Core Enterprise Risks | ||||||||||||||
Competitive Risks | Reputational Risks | Succession Planning | Capital Allocation | Cybersecurity & Privacy | Legal & Regulatory | |||||||||
Audit Committee | Capital Committee | Responsibility Committee | ||||||||||
Oversight of: | ||||||||||||
●ERM assessment process ●Financial reporting and accounting matters ●Internal and disclosure controls ●Financial risks ●Cybersecurity and business continuity | Compensation & Human Capital Committee Oversight of: ●Executive compensation program ●Nonemployee director compensation ●Human capital management, including talent recruitment, development and retention, employee engagement and workforce composition | Governance & Corporate Responsibility Committee Oversight of: ●Corporate governance ●Compliance, legal and regulatory matters, including privacy ●Harassment and discrimination matters ●DE&I matters ●Political and lobbying activities ●Annual corporate responsibility reporting, which includes significant environmental and social issues, risks and trends |
Corporate Governance Practices, Policies and Processes
Corporate Governance Highlights
As described in more detail elsewhere in this proxy statement, below are highlights of our corporate governance structure.
Board Independence/Composition | ||||
●Strong Lead Independent Director, with ● ●Director ●All ●Opportunity for ● ●CHC Committee | ||||
Board Performance | ||||
●Annual Board and ●Board/ ●Annual Board and CHC Committee ●Director |
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Corporate Governance |
●3 new independent directors since March 2023 ●Average tenure of independent director nominees is 8.4 years ●Independent director retirement policy at age 72 ●Director “overboarding” policy ●Robust shareholder engagement program ●Annual director elections ●Proxy access bylaw ●Recoupment (“clawback”) policy for executive compensation ●No automatic acceleration of vesting in connection with a change in control |
Stock Ownership Requirements |
●Robust stock ownership requirements for executive officers and nonemployee directors —CEO = 10x salary —President = 5x salary —Other executive officers = 3x salary —Nonemployee directors = 5x annual cash retainer ●No dividend equivalents paid on unearned restricted stock units (“RSUs”) or on any stock options ●Prohibition on hedging and pledging Comcast stock |
Succession Planning Ensuring that we have the appropriate senior management talent to successfully pursue our strategies is one of the Board’s primary responsibilities. To this end, the Board discusses succession planning for our CEO and the remainder of our senior executive management team in private sessions at most of its regularly scheduled meetings. To help fulfill the Board’s responsibility, our CHC Committee is required, pursuant to our corporate governance guidelines, to ensure that we have in place appropriate planning to address CEO succession both in the ordinary course of business and in emergency situations. Our CEO succession planning includes criteria that reflect our business strategies, such as identifying and developing internal candidates. Our corporate governance guidelines also require that our CHC Committee ensures that we have appropriate succession planning for the remainder of our senior executive management team, including our NEOs. Each year, our Board and CHC Committee formally discuss succession planning for our senior executive management team and their respective direct reports. Board and Committee Evaluations Every year, our Board and each of its committees perform a self-assessment to evaluate their effectiveness. As part of these assessments, each director completes a detailed questionnaire for the Board and any committees on which he or she serves, addressing topics such as Board structure and composition, Board responsibilities, Board meetings and materials, Board and management interactions and ethics and compliance. The questionnaire seeks both quantitative-based responses and general comments. The GCR Committee reviews and approves the process and the questionnaires to be used, with outside counsel also reviewing the questionnaires. The results of the assessments are compiled anonymously and are reviewed and discussed with the Board and the GCR Committee (as it relates to both the Board and all committees), each committee (as it relates to such committee) and, as appropriate, Corporate Governance Guidelines and Code of Conduct Our Board has adopted corporate governance guidelines that address items such as the standards, qualifications and responsibilities of our directors and director candidates and corporate governance policies and standards applicable to us in general. We also have a code of conduct that applies to all of our employees, including our executive officers, and our directors. Both the guidelines and the code of conduct applicable to our executive officers and directors are posted under “Corporate Governance” in the Investors section of our website at www.cmcsa.com. We will disclose under “Corporate Governance” in the Investors section of our website any amendments to, or any waivers under, the code of conduct that are required to be disclosed by SEC or Nasdaq rules.any individual director.directors. In addition to the formal evaluation process, directors provide feedback on the Board’s and its committees’ performance on an ongoing basis. The GCR Committee develops action plans for items that may require follow-up, and it also coordinates recommendations for key business and director educational topics for the following year’s Board and committee meeting agendas.23 2024 Proxy Statement 2023 Proxy Statement 27
We have an active, broad-based and year-round investor relations outreach program to solicit input and to communicate with shareholders on a variety of topics. In addition to our regular investor relations program that reviews our business and strategy with buy-side investors and securities analysts, we engage with investors on various corporate governance, compensation, and other environmental and social (“E&S”) topics. This dialogue provides an opportunity to discuss governance matters generally, including our directors’ skills and tenure, Board oversight roles and responsibilities, E&Scorporate responsibility initiatives and executive compensation.
The key elements of our investor relations outreach program are below:
●Focused, one-on-one meetings with over ● | ||||||
●Live webcasts of quarterly earnings presentations ●Live webcasts of CEO, President, CFO and other business leaders speaking at investor conferences ●Met with over | ● ●Meetings with investors to discuss annual meeting proposals ●Review and consider shareholder voting results | |||
●Board and/or its committees review and consider annual meeting voting results and investor feedback received from engagements ●As a result of these meetings, we have |
Over the past year, reached out to over | ||
Our Board has established a process for shareholders and other interested parties to communicate with its members. Correspondence may be addressed to the Board, the Lead Independent Director, any other particular director, any committee of the Board or any other group of directors, in care of Thomas J. Reid, Secretary, Comcast Corporation, at the mailing address provided on page 9061 or the following e-mail address: audit_committee_chair@comcast.com. The Secretary, or his designee, promptly reviews all such correspondence and, as appropriate, forwards it to the Board or other addressee based on the subject matter of the correspondence. Any such correspondence relating to accounting, internal accounting controls or auditing matters is handled in accordance with procedures established by the Audit Committee.
24 |
Audit Committee Matters
Proposal 2: |
Ratification of Appointment of Independent Auditors | ||||||
Our Board unanimously recommends that shareholders vote “FOR” | ||||||
Selection of Independent Registered Public Accounting Firm
The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of our independent auditors, Deloitte & Touche LLP (“Deloitte”). Deloitte, together with its predecessors, has served as our independent auditors since 1963. The lead engagement partner from Deloitte is required to be rotated every five years. The process for selection of a new lead engagement partner includes a meeting between the Chair of the Audit Committee and the candidate for this role, as well as discussion by the full Audit Committee and meetings with senior management.
Each year, the Audit Committee, along with our management and internal auditors, reviews Deloitte’s performance as part of the Audit Committee’s consideration of whether to reappoint the firm as our independent auditors. As part of this review, the Audit Committee considers (i) the continued independence of Deloitte, (ii) its quality of service provided on prior audits, (iii) evaluations of Deloitte by our management and internal auditors, (iv) Deloitte’s effectiveness of communications and working relationships with the Audit Committee and our management and internal auditors, (v) the length of time Deloitte has served as our independent auditors and (vi) the quality and depth of Deloitte and the audit team’s expertise and experience in our industries in light of the breadth, complexity and global reach of our businesses.
Following the Audit Committee’s review of Deloitte’s performance, the Audit Committee appointed Deloitte to serve as our independent auditors for the year ending December 31, 2023.2024. The Audit Committee and our Board recommend that you ratify this appointment, although your ratification is not required. A partner of Deloitte will be present at the annual meeting and will be available to respond to appropriate questions.
Fees of Independent Registered Public Accounting Firm
Set forth below are the fees paid or accrued for the services of Deloitte, the member firms of Deloitte Touche Tohmatsu and their respective affiliates in 20222023 and 2021.2022.
2022 | 2021 | |||
($ IN MILLIONS) | ||||
Audit fees | 26.1 | 25.1 | ||
Audit-related fees | 1.0 | 1.1 | ||
Tax fees | 0.6 | 1.1 | ||
All other fees | — | — | ||
Total | 27.7 | 27.4 |
2023 | 2022 | |||
($ IN MILLIONS) | ||||
Audit fees | 26.9 | 26.1 | ||
Audit-related fees | 1.3 | 1.0 | ||
Tax fees | 0.6 | 0.6 | ||
All other fees | — | — | ||
Total | 28.8 | 27.7 |
Audit fees consisted of fees paid or accrued for services rendered to us and our subsidiaries for the audits of our annual financial statements, audits of our internal control over financial reporting (as required by Section 404 of the Sarbanes-Oxley Act of 2002), reviews of our quarterly financial statements and audit services provided in connection with other statutory, regulatory or contractual requirements.
Audit-related fees consisted of fees paid or accrued for financial due diligence services and attestation services.
Tax fees consisted of fees paid or accrued for domestic and foreign tax compliance services, including review of tax returns and tax examination assistance. There were no fees paid or accrued in 20222023 and 20212022 for tax planning.
Other fees included fees paid or accrued for subscription services.
25 | 2024 Proxy Statement |
Preapproval Policy of Audit Committee of Services Performed by Independent Auditors
The Audit Committee’s policy requires that the Committee preapprove all audit and non-audit services performed by the independent auditors to assure that the services do not impair the auditors’ independence. Unless a type of service has received general preapproval, it requires separate preapproval by the Audit Committee. Even if a service has received general preapproval, if the fee associated with the service exceeds $1 million in a single engagement or series of related engagements, it requires separate preapproval. The Audit Committee has delegated its preapproval authority to its Chair.
Report of the Audit Committee
The Audit Committee (as used in this section, “we” or “our”) is composed solely of independent directors meeting the requirements of the applicable rules of the SEC and The Nasdaq Stock Market LLC. Each member also is financially literate for audit committee purposes under the Nasdaq rules, and the Board has concluded that Jeffrey A. Honickman and Maritza G. MontielMontiel* qualify as audit committee financial experts. The key responsibilities of our committee are set forth in our charter, which was adopted by us and approved by the Board and is posted under “Corporate Governance” in the Investors section of Comcast’s website at www.cmcsa.com.
We serve in an oversight capacity and are not intended to be part of Comcast’s operational or managerial decision-making process. Comcast’s management is responsible for the preparation, integrity and fair presentation of information in Comcast’s consolidated financial statements, the financial reporting process and internal control over financial reporting. Deloitte, Comcast’s independent auditors, is responsible for auditing Comcast’s consolidated financial statements and internal control over financial reporting. Our principal purpose is to monitor these processes.
In this context, at each regularly scheduled in-person meeting, we met and held discussions with management, Comcast’s internal auditors and the independent auditors. Management represented to us that Comcast’s consolidated financial statements were prepared in accordance with generally accepted accounting principles applied on a consistent basis.
Prior to their issuance, we reviewed and discussed the quarterly and annual earnings press releases, consolidated financial statements and disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (including the presentation of non-GAAP financial information and critical accounting judgments and estimates) with management, Comcast’s internal auditors and the independent auditors. We also reviewed Comcast’s policies, practices and assessments with respect to significant financial risks and significant business risks, including cybersecurity, as well as its processes and practices with respect to enterprise risk assessment and management. We discussed with the independent auditors critical audit matters identified during the course of the audit and other matters required to be discussed by applicable Public Company Accounting Oversight Board (“PCAOB”) and SEC rules.
We discussed with the independent auditors the overall scope and plans for their audit and approved the terms of their engagement letter. We also reviewed Comcast’s internal audit plan. We met with the independent auditors and with Comcast’s internal auditors, in each case with and without other members of management present, to discuss the results of their respective examinations, the evaluations of Comcast’s internal controls and the overall quality and integrity of Comcast’s financial reporting. Among other things, in our discussions with the independent auditors, we sought their perspectives on the appropriateness of the accounting principles selected by management and their assessment of risk in financial reporting.
Additionally, we reviewed the performance, responsibilities, budget and staffing of Comcast’s internal auditors. We also have established, and oversaw compliance with, procedures for Comcast’s receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters and its employees’ confidential and anonymous submissions of concerns regarding questionable accounting or auditing matters.
We discussed with the independent auditors the auditors’ independence from Comcast and its management, including the matters required to be discussed by the applicable requirements of the PCAOB and SEC, and received written disclosures from the independent auditors required by applicable PCAOB rules regarding their independence. We also reviewed Comcast’s hiring policies and practices with respect to current and former employees of the independent auditors. We preapproved, in accordance with our preapproval policy described above, all services provided by the independent auditors and considered whether their provision of such services to Comcast is compatible with maintaining the auditors’ independence.
Based on the reviews and discussions referred to above, we recommended to the Board, and the Board approved, that the audited consolidated financial statements be included in Comcast’s Annual Report on Form 10-K for the year ended December 31, 2022,2023, filed with the SEC.
2024 Proxy Statement | 26 |
In addition, as in prior years, we, along with Comcast’s management and internal auditors, reviewed Deloitte’s performance as part of our consideration of whether to appoint the firm as independent auditors for 20232024 and recommend that shareholders ratify this appointment. As part of this review, we considered the continued independence of Deloitte, the quality of service provided on prior audits, the results of an evaluation of Deloitte by Comcast’s management and internal auditors and Deloitte’s effectiveness of communications and working relationships with us, management and the internal auditors. We also considered the period of time that Deloitte has served as Comcast’s independent auditors and evaluated the quality and depth of the firm and the audit team’s expertise and experience in our industries in light of the breadth, complexity and global reach of Comcast’s businesses. Following this review, we have appointed Deloitte as Comcast’s independent auditors for 20232024 and are recommending that Comcast’s shareholders ratify this appointment.
Members of the Audit Committee
Jeffrey A. Honickman (Chair)
Thomas J. Baltimore, Jr.
Louise F. Brady
Maritza G. MontielMontiel*
Asuka Nakahara
Table of Contents* Ms. Montiel is not a nominee for director at our 2024 annual meeting.
Executive Compensation
Proposal 3: |
Advisory Vote to Approve Executive Compensation | ||||||
Our Board unanimously recommends that shareholders vote “ | ||||||
The Board is requesting that shareholders vote in favor of adopting the 2023 Comcast Corporation Omnibus Equity Incentive Plan (the “Omnibus Plan”), which was approved by the CHC Committee and the Board on February 28, 2023 and March 1, 2023, respectively, subject to shareholder approval. The Omnibus Plan has been established to replace, on a prospective basis, the Comcast Corporation 2002 Restricted Stock Plan (the “RS Plan”) and the Comcast Corporation 2003 Stock Option Plan (the “Option Plan” and, together with the RS Plan, the “Prior Plans”), each of which were last previously approved by our shareholders at our 2020 annual meeting of shareholders.
Background
In connection with the CHC Committee’s periodic evaluation of our equity incentive plans and the Board’s approval of the Omnibus Plan, the Board and the CHC Committee have considered our anticipated future equity needs, our historical equity incentive compensation practices and the advice of the CHC Committee’s independent compensation consultant. We expect that the aggregate remaining share capacity under the RS Plan will be exhausted within the next year. The Omnibus Plan, which would replace both Prior Plans and their aggregate remaining share capacity, authorizes the issuance of equity-based incentive awards to encourage strong performance by those individuals who are and will be responsible for our future growth and continued success. The Omnibus Plan would allow us to continue awarding equity incentives, which are an important component both of our executive compensation program as discussed below in “Executive Compensation – Compensation Discussion and Analysis – Elements of Our Compensation Program” and our broader-based compensation program that incentivizes approximately 20,300 of our employees with annual equity awards.
Subject to adjustment upon the occurrence of various corporate events as described in the Omnibus Plan, the aggregate number of shares reserved for issuance under the Omnibus Plan is 275 million shares minus the number of shares subject to any award granted under the Prior Plans after March 31, 2023, and prior to the date on which we register the offering of shares available under the Omnibus Plan, which registration we expect to occur in the middle of June. If the Omnibus Plan is approved by our shareholders, no further awards will be granted under the Prior Plans and the remaining share reserve will be canceled once we have registered the offering of shares under the Omnibus Plan on Form S-8. Any awards previously granted under either of the Prior Plans will continue to remain outstanding and vest and/or be exercisable in accordance with their original terms and conditions. If the Omnibus Plan is approved by shareholders, based on our historic grant practices, we anticipate that the requested share authorization under the proposed Omnibus Plan will last for approximately two to three years. The number of shares used in any fiscal year is subject to variance based on many factors, including our CHC Committee’s decisions on program design and performance, the market price of our common stock and the possibility of an increase in eligible employees due to corporate acquisitions. Our Board believes that the Omnibus Plan, including the increased number of shares available for issuance thereunder, represents a reasonable amount of potential additional equity dilution.
If the Omnibus Plan is not approved by our shareholders, the Prior Plans will remain in effect in their current form, and we will continue to grant equity incentive awards under the Prior Plans until the earlier of their expiration on May 19, 2026 or the date on which there ceases to be any shares remaining available for issuance under the Prior Plans. Once we are no longer able to issue awards under the Prior Plans, we will be unable to maintain our current equity grant practices and will be at a significant competitive disadvantage in attracting, retaining and motivating talented individuals who contribute to our success. We may also be compelled to replace equity incentive awards with cash awards, which may not align the interests of our executives and employees with those of our shareholders as effectively as equity incentive awards.
Compensation and Governance Best Practices
The Omnibus Plan includes various compensation and governance best practices, with some of the key features as follows:
We also have a robust stock ownership policy for our executive officers and other key executives, as well as nonemployee directors. This policy is designed to increase the executives’ ownership stakes in our company and thereby align their interests with the interests of our shareholders. A person who is not in compliance with these guidelines cannot sell or otherwise dispose of any stock until he or she meets the applicable ownership requirement. Information on our stock ownership policy can be found, for our executive officers, on page 52 in “Executive Compensation – Compensation Discussion and Analysis – Other Compensation Policies and Considerations – Executive Stock Ownership Policy” and for our nonemployee directors on page 86 in “Compensation of Directors – Director Stock Ownership Policy.”
Information on the Omnibus Plan and Shares Outstanding under the Prior Plans
The following table sets forth certain information about the Omnibus Plan and equity awards that are outstanding under the Prior Plans as of March 31, 2023, assuming, in the case of performance-based awards whose performance periods have not ended, target performance.
Potential Dilution; Burn Rate
When considering the number of shares proposed to be made available for grant under the Omnibus Plan, the CHC Committee and the Board reviewed, among other things, the potential dilution to our shareholders as measured by the burn rate. The following table sets forth information regarding the three-year average for equity awards granted and the corresponding three-year average burn rate, which is defined as the three-year average number of equity awards granted in a year, divided by the three-year weighted-average number of common shares outstanding.
(AS OF 12/31/2022) | |||
Equity Compensation Plan Information
Please see our “Equity Compensation Plan Information” table on page 63 for a summary of our equity compensation plan information as of December 31, 2022.
Summary of the Omnibus Plan
A summary of the Omnibus Plan is set forth below. This summary does not purport to be complete and is qualified in its entirety by reference to the terms of the Omnibus Plan, which is attached asFOR” Appendix C to this proxy statement. Capitalized terms used in this summary that are not otherwise defined have the respective meanings given such terms in the Omnibus Plan.
Purpose.The purpose of the Omnibus Plan is to promote our ability to recruit and retain employees and other eligible service providers and enhance the growth and profitability of the Company by providing the incentive of long-term awards for continued employment or other service and the attainment of performance objectives.
Administration.The Omnibus Plan will be administered by the CHC Committee or any other committee or subcommittee that may be designated by the Board (the “Administrator”). The Administrator will have full power, authority and discretion to administer the Omnibus Plan, subject to the provisions of the Omnibus Plan, including the authority to designate participants, grant awards and determine the terms thereof, amend the terms and conditions of outstanding Awards, interpret and administer the Omnibus Plan, and establish, amend, suspend or waive rules and regulations for the proper administration of the Omnibus Plan. All determinations made by the Administrator will be final and binding. The Administrator may delegate its authority under the Omnibus Plan to one or more persons or committees, subject to the terms of the Omnibus Plan and applicable law.
Eligibility.Employees (including prospective employees who have accepted offers of employment), nonemployee directors and other advisors and service providers of the Company and its subsidiaries will be eligible to receive awards under the Omnibus Plan, similar to the Prior Plans. From time to time, the Administrator will determine who will be granted awards, the number of shares subject to such grants and all other terms of awards.
Based on the CHC Committee’s current grant guidelines, the current number of employees, including our NEOs, eligible to receive annual equity awards under the Prior Plans, as of March 1, 2023, was approximately 20,300, which includes almost all exempt Comcast Corporate and Comcast Cable employees with base salaries of at least $99,000, and we expect a similar number of employees will be eligible to receive awards under the grant guidelines with respect to the Omnibus Plan. Our nonemployee directors are currently eligible as well. No other advisors or service providers of ours would receive equity awards under the Omnibus Plan were it currently effective based on current grant guidelines. The basis for participation in the Omnibus Plan is the Administrator’s (or its authorized delegate’s) decision, in its sole discretion, that an award to an eligible participant will further the Omnibus Plan’s purposes as described above. In exercising its discretion, the Administrator (or its delegate) will consider the recommendations of management and the purposes of the Omnibus Plan.
Shares Available for Issuance.Subject to adjustment as described below and except for substitute awards (i.e., awards granted in assumption or substitution of awards previously granted by an acquired company), the maximum number of shares available for issuance under the Omnibus Plan is 275 million shares, including the maximum number of shares available for issuance with respect to incentive stock options (“ISOs”), minus the number of shares subject to any award granted under the Prior Plans after the record date and prior to the date on which we register the offering of shares available under the Omnibus Plan, which registration we expect to occur in the middle of June.
Shares covered by awards which are forfeited, expired, terminated or lapsed will again be available for grant under the Omnibus Plan. The Omnibus Plan has no “liberal” share recycling.This means that the following will not again become available for issuance: (i) Shares withheld to satisfy tax withholding obligations, (ii) Shares withheld via the cashless exercise of a stock option and (iii) Shares repurchased by us on the open market with proceeds, if any, received by us on account of payment of the exercise price of a stock option. As of March 31, 2023, the fair market value of a share of our Class A common stock was $37.91.
Adjustments.In the event of certain corporate transactions or events affecting the shares, or of changes in applicable laws, regulations or accounting principles where the Administrator determines, as a result of such circumstance, an adjustment is necessary in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Omnibus Plan, then the Administrator will, subject to applicable law and so as to ensure no undue enrichment or harm (including by payment of cash), adjust equitably any or all of: (i) the number and type of shares (or other securities) which thereafter may be made the subject of awards, including the aggregate limits on shares and ISOs available for issuance under the Omnibus Plan; (ii) the number and type of shares (or other securities) subject to outstanding awards; (iii) the exercise price with respect to any stock option award; and (iv) the terms and conditions of any outstanding awards, including the performance criteria of any performance awards.
Summary of Award Types.The Omnibus Plan permits the grant of stock options (ISOs and nonqualified stock options (“NQSO”)), SARs, restricted stock, RSUs, performance awards and other stock-based awards.
The exercise price of stock options and SARs (other than with respect to substitute awards) may not be less than the fair market value of a Share on the grant date. Outstanding and vested stock options and SARs with an exercise or strike price that exceeds the fair market value of a Share will be automatically deemed exercised on the last day of the term of such stock option or SAR in accordance with the terms and conditions of the Omnibus Plan.
The Administrator may grant other share-based awards, subject to the provisions of the Omnibus Plan and limitations imposed under applicable law. Other share-based awards may include rights convertible into shares, purchase rights, dividend rights or dividend equivalents or awards with value and payment contingent upon performance.
Dividends and Dividend Equivalents.The Administrator may provide for the payment of dividends, dividend equivalents or other distributions on awards of restricted stock or RSUs, provided that no such distributions will be paid with respect to any award that has not vested. No stock option or SAR may be accompanied by an award of dividend equivalents or provide for the payment of dividends or dividend equivalents on such award.
Change in Control.Under the Omnibus Plan, in the event of a “change in control”, the Administrator may take any one or more of the following actions, as described in more detail in the Omnibus Plan:
A “change in control” under the Omnibus Plan is defined as follows:
Transferability of Awards.No award will be transferable by a participant other than by will or to the participant’s designated beneficiaries, and during a participant’s lifetime each award will be exercisable only by such participant or, subject to applicable law, by such participant’s guardian or legal representative, provided that the Administrator may permit transfers of awards without consideration to a participant’s family members.
Clawback.Awards granted under the Omnibus Plan will be subject to any clawback or recoupment arrangement or policy we have in place, including any clawback policy adopted to comply with the SEC’s recent clawback rules implementing Section 10D of the Exchange Act and our clawback policy described on page 53 of this proxy statement. Our policy also provides for clawback in the event the Board determines that gross negligence, intentional misconduct or fraud of a current or former participant who is or was subject to Section 16 of the Exchange Act caused or partially caused us to restate all or a portion of our financial statements.
No Repricing.Except in the event of certain corporate transactions (as described above), the Administrator may not, without shareholder approval, reprice any previously granted “underwater” stock option, SAR or similar award, including by cancellation and regrant or any other method.
Amendment and Termination of the Omnibus Plan.Except to the extent prohibited by applicable law and unless otherwise expressly provided in an award agreement or in the Omnibus Plan, the Board or the CHC Committee may amend or terminate the Omnibus Plan or any portion thereof at any time. However, no such amendment or termination will be made without (i) shareholder approval if such approval is required by applicable law or the rules of an applicable stock market or exchange or (ii) subject to certain provisions of the Omnibus Plan, the consent of the affected participant if such action would materially adversely affect the rights of such participant under any outstanding award. The Administrator may waive any conditions or rights under, amend any terms of, or terminate any award without the consent of any relevant participant; provided, however, that, subject to certain provisions of the Omnibus Plan, no such action will materially adversely affect the rights of any affected participant under such award.
Term of the Omnibus Plan.The Omnibus Plan will terminate on the tenth anniversary of the effective date (i.e., June 7, 2033), unless earlier terminated by the Board.
Federal Income Tax Consequences
The following is a general summary under current law of certain U.S. federal income tax consequences applicable to awards granted under the Omnibus Plan. This summary deals with the general tax principles that apply to awards under the Omnibus Plan and is provided only for general information. Certain kinds of taxes, such as foreign taxes, state and local income taxes, payroll taxes and the alternative minimum tax, are not discussed. Because circumstances may vary, we advise participants to consult their own tax advisors under all circumstances.
NQSOs.A participant generally has no taxable income at the time of grant of an NQSO but realizes income in connection with exercise of the option in an amount equal to the excess (at the time of exercise) of the fair market value of shares acquired upon exercise over the exercise price. The same amount is deductible by the Company as compensation (subject to any applicable limitations under Internal Revenue Code Section 162(m)), provided that, in the case of an employee option, the Company reports the income to the employee. Upon a subsequent sale or exchange of the shares, any recognized gain or loss after the date of exercise is treated as capital gain or loss for which the Company is not entitled to a deduction.
ISOs.A participant generally realizes no taxable income upon the grant or exercise of an ISO. However, the exercise of an ISO may result in an alternative minimum tax liability to the participant. With some exceptions, a disposition of shares purchased under an ISO within two years from the date of grant or within one year after exercise produces ordinary income to the participant equal to the value of the shares at the time of exercise less the exercise price. The same amount is deductible by the Company as compensation, provided that the Company reports the income to the participant (subject to any applicable limitations under Internal Revenue Code Section 162(m)). Any additional gain recognized in the disposition is treated as a capital gain for which the Company is not entitled to a deduction. However, if the participant exercises an ISO and satisfies the holding period requirements, the Company may not deduct any amount in connection with the ISO. If a sale or disposition of shares acquired with the ISO occurs after the holding period, the participant will recognize long-term capital gain or loss at the time of sale equal to the difference between proceeds realized and the exercise price paid. In general, an ISO that is exercised by the participant more than three months after termination of employment is treated as an NQSO. ISOs are also treated as NQSOs to the extent that they first become exercisable by an individual in any calendar year for shares having a fair market value (determined as of the date of grant) in excess of $100,000.
SARs.Generally, the recipient of a SAR will not recognize taxable income at the time the SAR is granted. If a participant receives the appreciation inherent in the SAR in cash, the cash will be taxed as ordinary income to the participant at the time it is received. If a participant receives the appreciation inherent in the SAR in shares, the spread between the then-current market value and the base price will be taxed as ordinary income to the participant at the time it is received. In general, there will be no federal income tax deduction allowed to the Company upon the grant or termination of SARs. However, upon the settlement of a SAR, the Company will be entitled to a deduction equal to the amount of ordinary income the recipient is required to recognize as a result of the settlement (subject to any applicable limitations under Internal Revenue Code Section 162(m)).
RSUs.No income generally will be recognized upon the award of RSUs. The recipient of an RSU generally will be subject to tax at ordinary income rates on the market price of unrestricted shares on the date that such shares are transferred to the participant under the award (reduced by any amount paid, if any, by the participant for such RSUs), and the Company will be allowed a corresponding federal income tax deduction at that time, subject to any applicable limitations under Internal Revenue Code Section 162(m). The capital gain/loss holding period for such shares will also commence on such date.
Restricted Stock. The recipient of an award of restricted stock will not recognize any taxable income for federal income tax purposes in the year of the award, provided that the shares are subject to restrictions (that is, they are nontransferable and subject to a substantial risk of forfeiture). However, the recipient may elect under Section 83(b) of the Internal Revenue Code to recognize compensation income in the year of the award in an amount equal to the fair market value of the shares on the date of the award (less the purchase price, if any, paid for such shares), determined without regard to the restrictions. If a Section 83(b) election is made, the capital gain/loss holding period for such shares commences on the date of the award. Any further change in the value of the shares will be taxed as a capital gain or loss only if and when the shares are disposed of by the recipient. If the recipient does not make a Section 83(b) election, the fair market value of the shares on the date the restrictions lapse will be treated as compensation income to the recipient and will be taxable in the year the restrictions lapse, and the capital gain/ loss holding period for such shares will also commence on such date. If a recipient makes a Section 83(b) election and thereafter forfeits the restricted shares, he or she will be entitled to no tax deduction, capital loss, or other tax benefit. The Company is entitled to a tax deduction in an amount equal to the ordinary income recognized by the participant, subject to any applicable limitations under Internal Revenue Code Section 162(m).
New Plan Benefits
The benefits that will be awarded or paid under the Omnibus Plan are not currently determinable. Any future awards granted to eligible participants under the Omnibus Plan will be made at the discretion of the Administrator, the Board, or under Board or CHC Committee-delegated authority.
For illustrative purposes, the table below shows grants under the Prior Plans awarded to the following categories of persons in 2022.
NUMBER OF SHARES UNDERLYING RSUS AND PSUS | NUMBER OF SHARES UNDERLYING OPTIONS | |||
All NEOs as a group | 860,435 | 5,020,450 | ||
All executive officers as a group | 1,000,558 | 5,304,220 | ||
All nonemployee directors as a group | 45,416 | — | ||
Company employees other than executive officers, as a group | 19,219,645 | 47,329,810 |
Registration with the SEC
If our shareholders approve the Omnibus Plan, we will file a Registration Statement on Form S-8 with the SEC to register the shares available for issuance under the Omnibus Plan in June 2023.
The Comcast Corporation 2002 Employee Stock Purchase Plan (the “ESPP”) was ratified by our Board on November 20, 2002 and approved by our shareholders in 2009, 2012 and, most recently, in 2016. The ESPP was adopted for the benefit of eligible employees of Comcast and certain of its subsidiaries in the United States (but excluding NBCUniversal, Sky and their subsidiaries). The ESPP is intended to meet the requirements of Section 423 of the Internal Revenue Code. Due to the participation of our employees in the ESPP, the current authorized share pool of 101 million shares under the plan is nearly exhausted. As a result, on February 28, 2023 and March 1, 2023, the CHC Committee and the Board, respectively, approved an increase in the number of shares available for issuance under the ESPP of 100 million shares, such that the total number of shares authorized under the ESPP would be 201 million shares. Our Board is asking shareholders to approve the ESPP as so amended and restated to satisfy certain requirements under the Internal Revenue Code so that certain tax benefits will be available to our employees.
Description of the Comcast Corporation 2002 Employee Stock Purchase Plan
The following is a summary of the material features of the ESPP. This summary does not purport to be complete and is qualified in its entirety by reference to the terms of the ESPP, which is attached as Appendix D to this proxy statement.
Eligibility.In general, a full-time employee or part-time employee working at least 20 hours per week of Comcast or a participating subsidiary is eligible to participate in the ESPP if he or she has been continuously employed for at least 90 days as of the first day of an offering period. A part-time employee working less than 20 hours per week is eligible to participate in the ESPP if he or she has been continuously employed for at least one year as of the first day of an offering period. Any eligible employee who, after purchasing shares under the ESPP, would own 5% or more of our stock (by vote or value) is not eligible to purchase additional shares under the ESPP. Approximately 81,000 employees are currently eligible to participate in the ESPP.
Shares Subject to the Plan.In the aggregate, 101 million shares of Class A common stock have been reserved for purchase under the ESPP, subject to adjustment in the event of certain corporate events. As of February 17, 2023, of this aggregate amount, 93,838,198 shares had been issued under the ESPP and 7,161,802 shares remained available for grant. Shares deliverable under the ESPP may consist of either treasury shares or originally issued shares. As of March 31, 2023, the fair market value of a share of Class A common stock was $37.91.
Administration.The ESPP is administered by the CHC Committee. The Board and the CHC Committee have authority to interpret the ESPP, prescribe, amend and rescind rules and regulations relating to it and make all other determinations deemed necessary or advisable in administering the ESPP. Pursuant to its delegation authority under the ESPP, the CHC Committee has delegated certain of its administrative duties, subject to its review and supervision, to certain management-level committees that oversee our benefits plans.
Adjustments.If shares are exchanged for a different number or kind of shares of our company through merger, recapitalization, stock dividend, stock split or other similar capital adjustments, the Board or the CHC Committee will make adjustments to the ESPP as it deems appropriate. The Board or the CHC Committee’s determination will be binding for all purposes of the ESPP.
Participation in the Plan.The ESPP enables eligible employees to purchase shares during certain offering periods, which generally encompass a calendar quarter. To become a participant in the ESPP, an eligible employee must file an election form in accordance with the terms and conditions set forth in the ESPP. On his or her election form, the participant will designate the percentage of eligible compensation (which can be no more than 10% with respect to each payroll period during the offering period) he or she would like to have credited to his or her account under the ESPP. No participant can purchase shares having more than $25,000 in fair market value (as determined under Section 423(b)(8) of the Internal Revenue Code) each calendar year under the ESPP, or more than 1500 shares per offering period. At the end of each offering period, amounts credited to this account will be used to purchase whole shares and any cash remaining after such purchase will be credited towards the purchase of whole shares in the next offering period or returned to the participant upon his or her request. The purchase price per share of Class A common stock will be 85% of the lesser of the fair market value per share on the first day of the offering period or the last day of the offering period.
If the total number of shares of Class A common stock that participants have elected to purchase on the last day of the offering period exceeds the maximum number of shares of Class A common stock available under the ESPP, the Board or the CHC Committee will make a pro rata allocation of shares available for delivery and distribution in as uniform a manner as practicable, and the unapplied account balances will be returned to participants as soon as practicable following the last day of the offering period.
During an offering period, the amount of payroll deductions may not be changed, but may be discontinued. A participant may change the amount of payroll deductions for subsequent offerings by giving notice of such change on or before the 15th day of the month immediately preceding the first day of the offering period for the offering for which such change is effective. A participant may discontinue his or her participation in the ESPP by providing notice at any time before the end of an offering period. All amounts credited to the account of a participant who discontinues payroll deductions will be applied to the purchase of shares of Class A common stock in accordance with the regular terms of the ESPP, and no further payroll deductions will be made with respect to the participant.
Upon termination of employment, all amounts credited to a participant’s account will be delivered to the participant or his or her successor in interest (in the case of death). No interest will be paid with respect to payroll deductions made or amounts credited to any account under the ESPP.
Transferability.A participant’s rights under the ESPP may not be transferred or assigned to any other person during the participant’s lifetime. After shares have been issued under the ESPP and credited to a participant’s brokerage account under the ESPP, such shares may be assigned or transferred in the same manner as any other shares. However, the Board or the CHC Committee may, in its discretion, require that participants satisfy a minimum holding period following the purchase of shares pursuant to the ESPP before those shares may be sold or transferred, and the CHC Committee has established a mandatory one-year holding period with respect to shares purchased pursuant to the ESPP. The holding period will not apply to shares used to pay withholding taxes pursuant to the ESPP or to shares credited to the account of a participant who has terminated employment due to death or disability.
Amendment or Termination.The ESPP does not automatically terminate on any particular date. However, the Board or the CHC Committee has the right to amend or terminate the ESPP at any time without notice. Upon any termination, all unapplied payroll deductions will be distributed to participants, and no amendment will affect the right of a participant to receive his or her proportionate interest in the shares of Class A common stock or unapplied payroll deductions. We may seek shareholder approval for an amendment to the ESPP if required by applicable law.
New Plan Benefits.Because benefits under the ESPP depend on employees’ elections to participate in the ESPP and the fair market value of the shares of Class A common stock at various future dates, it is not possible to determine future benefits that will be received by executive officers and other employees under the ESPP. Brian L. Roberts, as well as our nonemployee directors, are not eligible to participate in the ESPP.
Federal Income Taxation
The following is a general summary under current law of certain U.S. federal income tax consequences to participants who are citizens or individual residents of the United States relating to participation in the ESPP. This summary deals with the general tax principles that apply to participation in the ESPP and is provided only for general information. Certain kinds of taxes, such as foreign taxes, state and local income taxes, payroll taxes and the alternative minimum tax, are not discussed. Because circumstances may vary, we advise participants to consult their own tax advisors under all circumstances.
Under the Internal Revenue Code, a participant will not realize income at the time the offering period commences or when the shares purchased under the ESPP are transferred to him or her. If a participant disposes of such shares after at least two years from the offering date and at least one year after the purchase date, the participant will be required to include in income, as compensation for the year in which such disposition occurs, an amount equal to the lesser of (i) the excess of the fair market value of such shares at the time of the disposition over the purchase price or (ii) the excess of the fair market value of the shares at the commencement of the offering period over the purchase price at such time. The participant’s basis in the shares disposed of will be increased by an amount equal to the amount so includable in his or her income as compensation, and any gain or loss computed with reference to such adjusted basis which is recognized at the time of the disposition should be treated as long-term capital gain or loss. In such event, we will not be entitled to any tax deduction.
If a participant disposes of shares purchased under the ESPP within such two-year or one-year period, the employee will be required to include in income, as compensation for the year in which such disposition occurs, an amount equal to the excess of the fair market value of such shares on the date of purchase over the purchase price. The employee’s basis in such shares disposed of will be increased by an amount equal to the amount includable in his or her income as compensation, and any gain or loss computed with reference to such adjusted basis that is recognized at the time of disposition will be a capital gain or loss, either short-term or long-term, depending on the holding period for such shares. In the event of a disposition within such two-year or one-year period, we will be entitled to a deduction equal to the amount that the participant is required to include in income as a result of such disposition.
New Plan Benefits
Because benefits under the ESPP depend on employees’ elections to participate in the ESPP and the fair market value of the shares of Class A common stock at various future dates, it is not possible to determine future benefits that will be received by executive officers and other employees under the ESPP. Brian L. Roberts, as well as our nonemployee directors, are not eligible to participate in the plan.
Registration with the SEC
If our shareholders approve the amendment to the ESPP, we will file a Registration Statement on Form S-8 with the SEC to register the additional shares available for issuance under the ESPP in June 2023.
Executive Compensation
The following proposal gives our shareholders the opportunity to cast a non-binding, advisory vote to approve the compensation of our NEOs. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and our compensation philosophy, policies and practices, as disclosed below.
We encourage shareholders to review detailed information on our executive compensation program and the 20222023 compensation of our NEOs as set forth in “Executive Compensation – Compensation Discussion and Analysis,” starting below. Shareholders are being asked to vote “FOR” the adoption of the following resolution:
“RESOLVED, that the compensation paid to Comcast Corporation’s NEOs, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”
While we intend to carefully consider the voting results of this proposal, this vote is advisory in nature, and, therefore, is not binding on us or our Board. Our Board and CHC Committee value the opinions of all of our shareholders and will consider the outcome of this vote when making future compensation decisions for our NEOs.
We currently conduct advisory votes to approve the compensation paid to our NEOs on an annual basis.
Compensation Discussion and Analysis
This discussion and analysis describes our executive compensation philosophy, process, plans and practices, our compensation program’s alignment with our performance and the 20222023 compensation decisions for our NEOs set forth in the Summary Compensation Table.
Executive Overview
Overall Performance
Mr. Roberts and our senior leadership team have successfully led our company over the past year, achieving steady and strong operating and financial results and underscoring the strength of our businesses. Our relentlesscontinued focus on innovation and execution, balanced with financial discipline, enabled us in 20222023 to deliver strong performance across
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our businesses and continue to invest in key areas of growth for the future, including the investments we are markingparticularly in residential broadband, wireless, business services connectivity, theme parks, streaming and premium content in our next generation network, Xfinity 10G.studios. As described above in “About Comcast – 20222023 Performance Overview,” our 20222023 consolidated operating and financial results were strong,solid, with contributions from across our company, including our six key growth areas, underscoring our business resilience, strategic decision-making, financial strength and capital allocation priorities, all driven with a view toward growth and creating long-term value. These results, underpinned with a strong balance sheet, enabled us to return the most capital to shareholders in our history.
Our Board credits our senior leadership team for their successful leadership in 2022.2023. They not onlyworked collaboratively with our businesses on key strategic initiatives such as transitioning our network to DOCSIS 4.0, expanding our broadband distribution footprint, increasing wireless lines, further penetrating business services in the markets in which we operate, scaling our streaming service, developing content that contributed to the top ranking at the worldwide box office, and building new destinations and experiences at our theme parks around the world. Our leadership team also delivered for our shareholders and continued to collaboratively work on our global technology platforms and strategic initiatives, but they also continued to supportsupported our stakeholders, including our employees, customers, suppliers and the communities where we operate. From our dedication to bridging theadvancing digital divideequity by providing more people with the tools and resources they need to succeed in a digital society, to our ongoing efforts and continued progress in DE&I and community impact, to taking further steps to lessenenvironmental sustainability and strengthening our environmental footprint,workplace culture of respect for others, our senior leadership team reinforced our company’s commitment to doing what’s right while underscoringemphasizing our commitment to act with integrity. See “Spotlight on Our Corporate Responsibility Initiatives” for additional information.
20222023 Compensation Overview
TheOur executive compensation program for our NEOs is designed to align our NEOs’ compensation with our shareholders’ interests and our long-term strategic goals and to deliverensure that we pay for performance and to reflect shareholder input and prevailing market pay practices.performance. In making compensation decisions for 2022,2023, the CHC Committee considered, among other things, the strong performance of our NEOs in successfully managing our company for the long-term.long term and market compensation paid by other similarly situated companies.
As a result of our compensation design, the vast majority of our NEOs’ compensation is performance-based, strongly aligning NEO compensation with shareholder interests.
(EXCLUDING CEO) | |||
Salary | Annual Cash Bonus | Stock Options | PSUs | Other |
Key executive compensation decisions in respect of 20222023 compensation are discussed in detail below under “Our Approach to Compensation” and “Compensation Decisions.”
Shareholder Feedback on Executive Compensation and
Compensation-Related Changes
The CHC Committee and our management team are committed to continued engagement with shareholders to understand their viewpoints and to discuss and demonstrate the important connection between our compensation program, on the one hand, and our business strategy, goals and financial and operating performance, on the other hand. InOur executive compensation program design reflects meaningful changes made in 2021 the CHC Committee carefully considered such shareholder feedback and made several changes in response to shareholder feedback, which it continuedwe believe shareholders continue to believe were appropriate for 2022. These changes are summarized inview favorably, as reflected by shareholders approving on an advisory basis the table below.2022 compensation of our NEOs by 92% of the votes cast at our 2023 annual meeting. We also gather feedback from shareholders on our executive compensation programs through our shareholder engagement described on page 24.
multi-year performance period for PSUs | |||||
performance metric with a capital allocation performance metric performance metric not also used in the annual cash bonus program | |||||
weighting of quantitative financial performance metrics closer to market the transparency and objectivity of non-financial performance metrics | |||||
The CHC Committee also considered the results of our 2022 annual meeting, where our shareholders approved the 2021 compensation of our NEOs on an advisory basis by 96% of the votes cast. It discussed and evaluated our executive compensation program and considered our annual say-on-pay advisory voting results with Korn Ferry, its independent compensation consultant and, with the assistance of Korn Ferry, continues to evaluate our compensation program design.consultant. The CHC Committee believes that its policies and decisions are consistent with our compensation philosophy and objectives and that those compensation decisions align the interests of our NEOs with our long-term goals and the interests of our shareholders without incenting inappropriate risk taking.
Executive Compensation Best Practices
What We Do | What We Don’t Do | |
●CEO = 10x base salary ●President = 5x base salary ●Other executive officers = 3x base salary ●Nonemployee directors = 5x annual cash retainer ✓Use relatively long vesting periods for our equity awards, which promotes retention and emphasizes longer term shareholder alignment. | ||
| ||
Our Approach to Compensation
In designing our compensation program, we evaluate both our business objectives and the need to attract and retain uniquely talented and experienced individuals who think strategically for the long term, and perform for our highly competitive businesses, particularly in light of the challenging and evolving competitive, technological and regulatory environments in which we operate. We employ a variety of elements that further our shareholders’ interests by securing our executives’ services in an exceedingly competitive talent market and aligning the long-term interests of our executives to createwith the creation of shareholder value.
● | |
● | 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 |
● | Our annual long-term incentive program is composed of grants of PSUs and stock options. PSUs awarded in |
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● | The primary financial quantitative metrics used in our |
Annual Cash | 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 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 | |||
Relative TSR | Measures total company achievement of shareholder returns compared to |
Taken together, the interplay of these elements provided a pay program that is strongly aligned with shareholder interests and long-term value creation, retains a high-quality executive team and compensates the executive team when it does the right things to help our businesses succeed.
Design and Structure of Executive Compensation Program
Elements of Compensation Program
We view the executive compensation program on a “portfolio” basis to achieve an appropriateappropriately balance ofvarious compensation elements tothat motivate and reward our NEOs for their performance and createcreation of long-term shareholder value. The following chart illustrates our view of the significant aspects of the portfolio used for 2022.
TYPE | ELEMENT | WHY WE USED IT | COMPENSATION HIGHLIGHTS | |||
Base | ●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 | ||||
Annual | ●Provides a competitive annual cash bonus opportunity and completes our competitive total annual cash compensation package. ●Target bonus is based on the CHC Committee’s assessment of the optimal mix of fixed vs. variable cash compensation. ●Supports our objective that NEOs must balance achieving current year (short-term) goals with long-term value creation. | ●Based on objective quantitative financial performance metrics and quantitative and qualitative goals relating to key operating performance goals. ●Includes a qualitative portion based on stakeholder and sustainability | ||||
Annual | ●Fosters a long-term commitment and motivates executives to improve the long-term market performance of our ●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 | ● ●Relatively long vesting period creates a significant retention tool and | ●Vest ratably over a five-year period. ●Stock price must appreciate for stock options to deliver value. ●Options are net settled, resulting in fewer shares issued upon exercise. |
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Compensation Decisions
Base Salary
Pursuant to their new employment agreements andThe CHC Committee did not increase Mr. Roberts’ base salary in light of2023. Mr. Cavanagh’s promotion, the base salaries of Messrs. Cavanagh and Watson bothsalary increased to $2.5 million effective March 2023, pursuant to the employment agreement entered into upon his promotion to President. Pursuant to his employment agreement, Mr. Armstrong’s base salary was set at $1.8 million effective January 2023, and the CHC Committee increased his base salary to $2 million effective January 2024. Mr. Reid’s base salary did not increase in 2023; however, pursuant to his new employment agreement, Mr. Reid’s base salary increased to $1.9 million effective January 2024. Pursuant to her employment agreement, Ms. Khoury’s base salary was set at $1.5 million effective January 2023.
Annual Cash Bonus
Our short-term incentive program includes meaningful performance-based elements tied to financial goals, as well as incentives for attainment of operational goals tied to key strategic initiatives and progress toward key stakeholder and sustainability initiatives.
Financial | Operating Performance | Stakeholder & Sustainability | |||||||||||
●Adjusted EBITDA EBITDA | ●Free | ●Revenue | Experience, Global Technology Platform & ●Organizational Collaboration | ●Environmental Sustainability ●Company Culture |
* | Metrics are considered collectively on a holistic basis. |
Financial Metrics and Results
The performance ranges below were used as the financial performance metrics for the NEOs’ 20222023 target bonus. Achievement for each financial metric would be zero if performance is below the minimum threshold of the metric’s range, with potential payouts ranging from 14% if achievement for alleach of the three financial metrics is at the low end of the range to a maximum of 140% if achievement for achievement of all three metricseach is at the top end of the range. See “2022 Performance”“2023 Performance Overview” above for a description of our strong financial performance in 2023.
The 2023 performance ranges were based on meeting our 2023 enterprise-wide consolidated operating budget, which takes into account the cyclicality of working capital, capital spending plans for the upcoming year, target product rollout numbers and other relevant factors, such as the fact that 2023 would not include broadcasts of the Beijing Winter Olympics, the FIFA World Cup and the Super Bowl that had occurred in 2022. Target performance for each metric was set above our 2022 reported results.
RANGE(1) ($ IN BILLIONS) | ACHIEVEMENT(2) | |||
Adjusted EBITDA | ||||
Free Cash Flow | 28% | |||
Revenue | 6% | |||
Total |
(1) | Amounts reflected are on a consolidated basis and have been adjusted to reflect Sky results on a constant currency basis. |
(2) | Achievement percentages are interpolated |
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Operating Performance Goals and Results
Operating performance goals accounted for 15% of the 20222023 target annual bonus, with potential payouts ranging from 0% to 22.5%. The following goals and performance against those goals were evaluatedconsidered by the CHC Committee in determining that achievement for 20222023 was 17%20%. These considerations included both quantifiable outcomes as to whether we met or exceeded expectations of achievement and the CHC Committee’s holistic evaluation of the NEOs’ performance, collectively and individually, in executing against strategic operational priorities as described immediately below and in “2022“2023 NEO Performance.” Certain details about the performance of our operating goals are not disclosed due to competitive concerns.
GOALS | |
In ●Continued to grow residential domestic broadband revenue, even with heightened competitive pressure on subscriber additions. ●Expanded our ●Drove significant further sequential improvement in Connectivity & Platforms Adjusted EBITDA margin. ●Continued to focus on margin accretive growth drivers such as ●Substantially grew Peacock revenue by rapidly adding paid subscribers. ●Grew Studios revenue through successful Universal Pictures releases. In 2023, Universal Pictures was the highest-grossing studio at the worldwide box office, with three of the top five highest-grossing films. ●Continued to set records with increasing Universal Theme Park attendance, revenue and | |
Organizational Collaboration | Our businesses continued their strong collaboration with one another. In addition to |
Stakeholder and Sustainability-Related Goals and Results
Stakeholder and sustainability-related goals accounted for 15% of the 20222023 target annual bonus, with potential payouts ranging from 0% to 22.5%. The following goals and performance against those goals were considered by the CHC Committee in determining that achievement merited target payout levels. Rather than reducing ourfor 2023 was 15%. Our stakeholder and sustainability goals are not reduced to any onea specific metric or set of metrics, these considerations werebut rather are primarily based on the CHC Committee’s independent and holistic evaluation of the NEOs’ efforts, collectively and individually, to further progress in key stakeholder and sustainability initiatives and priorities as described immediately below and in “2022“2023 NEO Performance.”
GOALS | 2023 PERFORMANCE CONSIDERATIONS |
We continued our strong leadership in ● ●Participating in federal, state and local programs designed to fund the expansion of broadband to unserved and underserved Americans and extending our network to new areas where reliable, high-speed internet services had been unavailable. ●Investing directly in community-based initiatives and programs to launch, support and scale digital navigator programs across the country. Digital navigators are trusted individuals affiliated with local nonprofits, educational institutions |
●Reinforcing our commitment to and support of workforce programs such as our nine employee resource groups with approximately 36,000 members in ● | |
Environmental Sustainability | ●Continuing to work toward our goal to be carbon neutral by 2035 ●Working toward setting near-term science-based greenhouse gas reduction targets with the Science-Based |
20222023 NEO Performance
In evaluating the strategic operating performance goals and stakeholder and sustainability initiatives portions of the annual cash bonus, in February 2023,2024, the CHC Committee also considered the contribution of each NEO toward our company’s overall achievement of, and progress toward, those goals, as well as each NEO’s overall management and leadership of our company.
Brian L. Roberts | Mr. Roberts provided invaluable long-term vision and stability as he continued to lead the execution of our company’s |
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Michael J. Cavanagh | |
Jason S. Armstrong | In his first year as CFO, Mr. Armstrong provided strong leadership of our |
Mr. | |
| |
20222023 Bonus Achievement
Based on our strong 20222023 performance, bonus achievements were as follows.
ROBERTS | CAVANAGH | WATSON | SHELL | STRONG | |||||||||||||||
ROBERTS | CAVANAGH | ARMSTRONG(1) | REID | KHOURY | |||||||||||||||
Total Paid (% of Target) | 100% | 100% | 100% | 100% | 100% | 114% | 114% | 114% | 114% | 114% | |||||||||
Total Cash Bonus Paid | $7,500,000 | $6,900,000 | $6,900,000 | $7,500,000 | $6,250,000(1) | $8,550,000 | $8,426,353 | $4,528,767 | $4,104,182 | $2,555,135 |
(1) |
Equity-Based Incentive Compensation
The CHC Committee believes that the structure of our equity-based compensation program reinforces our performance culture and the incentive forincents long-term shareholder value creation by incorporating the achievementcreation. Consistent with historical practice, our 2023 equity compensation program for NEOs consisted of longer-term absolute and relative financial and share-based performance metrics into oura mix of both PSU awards as(60%) and stock options (40%). The CHC Committee has determined that our 2024 annual equity compensation program for NEOs will consist of a further complementmix of 75% PSUs and 25% stock options, to the annual financial and operational metrics used underbetter align our annual cash bonus program.
equity compensation program with prevailing market practice. The table below reflects the key features of our annual equity compensation program:program for 2023.
KEY FEATURES | 2023 EQUITY COMPENSATION PROGRAM |
(approximately 60% of long-term equity incentive award) | ●Three-year cumulative performance period, with all performance goals measured over the three-year ●Cliff-vests based on payout levels three years following |
●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 | |
●Potential payout of up to 250% of target, which rewards for outperformance against rigorous goals and significant returns to our | |
Stock | ●Stock options vest ratably over a five-year period to reinforce a long-term |
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, and long-term value creation, with the ROIC and relative Adjusted EPS growth metrics serving as meaningful inputs to value creation and the relative TSR modifier providing an output measure of value creation. The combination of these performance metrics, together with the financial metrics (revenue, Adjusted EBITDA and Free Cash Flow), operating performance goals and the evaluation of stakeholder and sustainability initiatives under our annual cash bonus program, provide company-specific performance goals that are directly linked with our NEOs’ management of our company, while also satisfying shareholder return expectations. The maximum payout under the PSU awards of 250% of target provides additional incentive for outperformance and is in recognition of the fact that a significant portion of our NEOs’ compensation is delivered in the form of at-risk PSU awards, the value of which may only be realized by our NEOs upon achievement of financial and shareholder return performance measures over a three-year period.
Consistent with historical practice, our 2022 equity compensation program for NEOs consisted of a mix of both PSU awards and stock options – in 2022, 60% of the target value of our NEOs’ equity awards was in the form of PSUs and 40% was in the form of stock options. In determining the total value of equity-based compensation, the CHC Committee considers, among other things, the overall performance mix of an NEO’s total direct compensation and the value of awards made to other executives, as well as the value of equity-based compensation awarded to comparable NEOs at our peer companies.
PSUs
20222023 PSU Awards
PSUs granted in 20222023 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:
● | |
● | Relative Adjusted EPS |
The ultimate payout of the PSUs iswill 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 bottom and top quartiles (2525th – 75th percentile), withpercentiles. We also apply an “absolute TSR cap” such that no positive modifier will be applied if absolute TSR is negative over the performance period.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,out performance, as well as regulating payouts for market underperformance, even if financial metrics are achieved at or above target.
TableThe maximum payout under the PSU awards is 250% of Contentstarget (inclusive of the TSR modifier), which provides additional incentive for out performance 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.
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We believe the combinationTable of our performance goals closely aligns the potential payout of the PSUs to the value ultimately realized by shareholders over a similar time horizon.Contents
The targetTarget PSU values that the CHC Committee approved for 20222023 PSUs are set forth below. These target values are lower than the accounting values required to be set forth in the Summary Compensation Table as a result of certain assumptions and valuation methodologies required under applicable accounting standards.
NAME | PSUs ($) | |
Mr. Roberts | ||
Mr. Cavanagh | ||
Mr. | ||
Mr. | ||
Ms. |
For more information on PSUs granted in 2022,2023, see “Grants of Plan-Based Awards” table below.
TherePrior PSU Award Vestings
The three-year performance period for PSUs granted to Messrs. Roberts, Cavanagh and Reid in 2021 concluded on December 31, 2023. The performance achieved resulted in a total payout of 131% of the target number of PSUs.
PERFORMANCE METRIC | PERFORMANCE PERIOD: 2021-2023 | ||
Actual Achievement | Payout (% of Target) | ||
ROIC (50%) | 10.7% | 200% | |
Relative Adjusted EPS Growth (50%) | 62nd percentile | 148% |
The combined PSU payout percentage was 174% based on the above levels of ROIC and Relative EPS Growth achievement. The Relative TSR Modifier, which was -25%, was then applied based on the percentile ranking of our TSR of 15th percentile during the three-year performance period relative to that of the S&P 100 Index. Details about the ROIC potential payout ranges are not disclosed due to competitive concerns.
Mr. Armstrong and Ms. Khoury were nonot awarded PSUs in prior PSU awards that vestedyears when they were not NEOs, and as such, only had time-based vesting of previously granted RSUs in 2022, as the performance metrics for awards granted in 2017 through 2020 were fully achieved in 2021.2023. We do not grant any time-based RSUs to our current NEOs.
Stock Options
Approximately 40% of the target value of our NEOs’ 20222023 equity awards was in the form of stock options, which vest 20% on each of the first five anniversaries of the grant date. While the stock options granted to our NEOs do not have any express performance conditions, the value ultimately realized for such awards is dependent on the appreciation of our stock price from the date of grant, which further aligns our NEOs’ interests with those of our shareholders.
Special Performance-Based Stock Option Award
In connection with his promotion to President of the Company, Mr. Cavanagh was awarded a special performance-based stock option award (the “Performance Option”) designed to ensure leadership continuity over the longer term, enhance retention in response to increasing competition for high-performing talent, incent financial performance by aligning compensation with rigorous performance targets that drive long-term shareholder value creation and further align his interests with those of our shareholders by promoting increased share ownership over an extended period. The stock option, once vested, allows Mr. Cavanagh to purchase 2,000,000 shares (at target performance) of our Class A common stock and was valued at $14.8 million using the Black-Scholes option-pricing model.
The Performance Option will vest and become exercisable upon satisfaction of both a time-based and a performance-based component. The time-based component will vest in full on February 1, 2028, generally subject to continued employment through such date. The Performance Option also contains a restriction on the sale of any shares issued upon exercise until after the expiration date of the Performance Option (i.e., after the 10th anniversary of the grant date).
The performance-based component will vest on the attainment of specified metrics relating to average annual growth in Free Cash Flow per share (“FCF per Share”) over a five-year performance period. Achievement will be calculated based on growth in FCF per Share for each year during the five-year period, which will be averaged for the cumulative five-year period, and will be measured against a pre-established target approved by the CHC Committee. At target performance (which equals average annual growth of 8%), 100% of the award would vest. At threshold performance (which equals average annual growth of 6%), 50% of the award would vest and at maximum performance (which equals average annual growth of at least 12%), 200% of the award would vest (with straight line interpolation if results are between the FCF goals). If the average annual growth in FCF is less than 6%, then the award will not vest and will be forfeited. We believe that FCF per Share is an important metric as discussed in more detail above in “Our Approach to Compensation.” For a discussion of the treatment of the Performance Option on a termination of employment, please see the “Potential Payments upon Termination or Change in Control” table below.
Procedures for Determining Compensation
CHC Committee’s Role, Process and Assessments
The CHC 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 2022,2023, the CHC Committee reviewed for our NEOs:
● | 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, Free Cash Flow, revenue and TSR, based on financial data from a third-party source); |
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● | 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). |
After taking into account the analyses above, the CHC Committee evaluated our financial performance, as compared to our peers over time, as it related to our strongly competitive compensation philosophy.
● | In addition, the CHC 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 determining individual compensation, the CHC Committee annually evaluates Mr. Roberts’ performance, and Mr. Roberts discusses with the CHC Committee the performance of our other NEOs. The CHC 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 |
Role of Compensation Consultants
The CHC Committee has directly engaged Korn Ferry as its own independent compensation consultant. In determining 2022 compensation, the CHC Committee directed Korn Ferry to provide it with various compensation analyses as described below; Korn Ferry did not recommend or determine compensation levels or elements, performance targets or compensation plan design.
The CHC Committee assessed Korn Ferry’s work as required under SEC rules and concluded that its work for the CHC Committee in 2022 did not raise any conflicts of interest. The CHC Committee reached this determination by reviewing fees paid to Korn Ferry and evaluating its work under applicable SEC and Nasdaq rules on conflicts of interest.
Compensation Consultant Services
Korn Ferry provides research, analysis and input as to the form and amount of executive and director compensation, which generally includes market research utilizing information derived from proxy statements, surveys and its own consulting experience and insight, as well as the provision of other methodological standards and policies in accordance with its established procedures. This research, analysis and input has been provided to both our CHC Committee and to management. The CHC Committee collaborated with Korn Ferry to determine and approve the parameters used to conduct the assessment work, including items such as the composition of peer groups, the relevant market statistical reference points within the data (e.g., median) and the elements of compensation. Korn Ferry did not determine or recommend the form or amount of compensation of our NEOs for 2022.
Table of Contents2023.
In 2022,2023, we paid Korn Ferry approximately $455,000$518,000 for services related to executive and director compensation and approximately $1,711,000$342,000 for leadership, succession, organizational strategy and talent consulting services and executive search services. As part of their job responsibilities, certain of our executive officers participate both in gathering and presenting facts related to compensation and benefits matters as requested by the CHC Committee and in formulating and making recommendations to the CHC Committee in these areas. These executives, together with our employees who work in the compensation area, also conduct research and consult with compensation consultants, legal counsel and other expert sources to keep abreast of developments in these areas. All decisions, however, regarding the compensation of our NEOs are made by the CHC Committee and are reviewed by the Board, following reviews and discussions held in executive sessions. The CHC Committee assessed Korn Ferry’s work as required under SEC rules and concluded that its work for the CHC Committee in 2023 did not raise any conflicts of interest. The CHC 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 CHC Committee, the CHC Committee does not make any determination of, or change to, compensation in reaction to market data alone. Rather, it uses this information as one of several considerations to inform its decisiondecisions and put it in context in determining compensation levels (and when to change compensation levels).
Peer Group
The CHC Committee, advised by Korn Ferry, reviewed the criteria for selecting members of our peer groups and determined that due to its smaller market capitalization, DISH Network Corporation was no longer a suitable peer company for comparison. In all other respects, thegroups. The composition of our core peer group for 20222023 is unchanged from our 20212022 core peer group.
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Below are the companies in our core peer group for 2022:2023:
● | Alphabet Inc. |
● | AT&T Inc. |
● | Charter Communications, Inc. |
● | Warner Bros. Discovery, Inc. |
● | Fox |
● | Lumen Technologies, Inc. |
● | Meta Platforms, Inc. |
● | Netflix, Inc. |
● | Paramount Global |
● | T-Mobile US, Inc. |
● | The Walt Disney Company |
● | Verizon Communications Inc. |
Our peer group analyses indicate that overall, our “pay at risk” practices are generally aligned with peer group practices.
● | Comparisons for (i) Mr. Roberts were made to peer chief executive officers for the peer group, (ii) Mr. Cavanagh were made |
● | As a supplemental reference point to further inform the CHC Committee, comparisons were made to general industry peer groups with revenues similar in size to our business as a whole and our business units. |
● | The CHC Committee does not determine an NEO’s target compensation solely based on a specific reference point within our peer group; instead, it reviews our peer group analyses, as well as the other analyses discussed in “CHC Committee’s Role, Process and Assessments,” both to validate our compensation program design and to inform its judgment in determining target compensation. |
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.
MULTIPLE OF BASE SALARY | COMPLIANCE STATUS DECEMBER 31, 2022 | |||
Brian L. Roberts | 10x | In compliance | ||
Michael J. Cavanagh | 5x | In compliance | ||
3x | In compliance | |||
3x | In compliance | |||
3x | In compliance |
“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 the CompanyComcast’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 over time under such phase-in. In determining compliance, the CHC 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).
Policies Regarding Trading Activities and Prohibitions on Hedging and Pledging
Our trading policy prohibits 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.
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Our policies 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 CHC 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 CHC 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 CHC 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 providing that if it is determined bywas adopted in accordance with applicable SEC and Nasdaq rules, which replaces in its entirety our Board that gross negligence, intentional misconduct or fraud by one offormer clawback policy. Under this policy, the CHC Committee will seek to recover incentive compensation paid to our executive officers or former executive officers caused or partially causedin the event of an accounting restatement of all or a portion of our financial statements, the Board, in its sole discretion, may, to the extent permitted by law and our benefit plans, policies and agreements,as defined, and to the extent it determines in its sole judgment that it is in our best interests to do so, require repayment of all or a portion of any annual cash bonus, vested stock units (time- or performance-based) or other incentive-based compensation paid torequired, under such executive officer or former executive officer (and/or effect the cancellation of unvested stock units) if: (i) the amount or vesting of the incentive-based compensation was calculated based upon, or contingent on, the achievement of financial or operating results that were the subject of or affected by the restatement and (ii) the amount or vesting of the incentive-based compensation would have been less had the financial statements been correct. The CHC Committee reviews this policy from time to time, and in light of the SEC’s adoption of Rule 10D-1 under the Exchange Act regarding incentive-based compensation recoupment, has updated it to also require, once effective, the clawback of any incentive compensation in circumstances required by the SEC’s final rule, as implemented by Nasdaq listing requirements.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 CHC 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.
Tax and Accounting Considerations
The CHC 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 CHC 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-providedcompany-provided aircraft to the amount recognized as income by the executives who used the aircraft. In 2022,2023, 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 $8$5.8 million.
Other Considerations
The CHC Committee is aware that Mr. Roberts is our shareholder with the greatest beneficial voting power. The CHC Committee maintains an objective stance toward Mr. Roberts’ compensation. The CHC Committee uses the same methods, tools and processes to determine Mr. Roberts’ compensation as it does for our other NEOs.
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Compensation and Human Capital Committee Report
We, the members of the CHC Committee of the Board of Directors, have reviewed and discussed with management the Compensation Discussion and Analysis. Based on this review and discussion, we have recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.
Members of the Compensation and Human Capital Committee
Edward D. Breen (Chair)
Gerald L. HassellHassell*
David C. Novak
Table of Contents* Mr. Hassell is not a nominee for director at our 2024 annual meeting.
Executive Compensation Tables
Summary Compensation Table
Our NEOs for 20222023 are: Mr. Brian L. Roberts, Chairman of the Board and Chief Executive Officer, Mr. Michael J. Cavanagh,Jason S. Armstrong, our Chief Financial Officer, during 2022, who is currently our President, and our next three most highly compensated executive officers as of December 31, 2022 (Messrs. David N. Watson and Jeffrey Shell2023 (Mr. Michael J. Cavanagh, Mr. Thomas J. Reid, and Ms. Dana Strong)Jennifer Khoury).
NAME AND PRINCIPAL POSITION | YEAR | SALARY(1) ($) | STOCK AWARDS(2) ($) | OPTION AWARDS(3) ($) | NON-EQUITY INCENTIVE PLAN COMPENSATION(4) ($) | CHANGE IN PENSION VALUE AND EARNINGS ON NONQUALIFIED DEFERRED COMPENSATION(5) ($) | ALL OTHER COMPENSATION(6) ($) | TOTAL ($) | ||||||||
Brian L. Roberts Chairman of the Board & Chief Executive Officer | 2022 | 2,500,000 | 13,383,702 | 8,480,021 | 7,500,000 | 0 | 206,127 | 32,069,850 | ||||||||
2021 | 3,249,415 | 13,512,534 | 8,475,488 | 8,625,586 | 1,832 | 113,726 | 33,978,581 | |||||||||
2020 | 3,439,245 | 10,585,278 | 10,600,149 | 7,738,302 | 150,134 | 200,159 | 32,713,267 | |||||||||
Michael J. Cavanagh President & Chief Financial Officer | 2022 | 2,300,000 | 9,974,568 | 21,120,030 | 6,900,000 | 0 | 187,124 | 40,481,722 | ||||||||
2021 | 2,300,000 | 10,072,244 | 6,315,164 | 8,625,001 | 0 | 44,587 | 27,356,996 | |||||||||
2020 | 2,388,462 | 7,039,868 | 7,050,441 | 5,374,039 | 3,335,892 | 62,088 | 25,250,790 | |||||||||
David N. Watson CEO of Comcast Cable | 2022 | 2,300,000 | 7,717,837 | 4,890,035 | 6,900,000 | 0 | 136,534 | 21,944,406 | ||||||||
2021 | 2,248,077 | 6,695,556 | 4,195,328 | 8,969,828 | 565,527 | 57,625 | 22,731,941 | |||||||||
2020 | 2,039,794 | 4,195,048 | 4,199,443 | 5,943,952 | 3,285,243 | 25,651 | 19,689,131 | |||||||||
Jeffrey Shell(7) Former CEO of NBCUniversal | 2022 | 2,500,000 | 6,613,023 | 4,190,036 | 7,500,000 | 0 | 215,130 | 21,018,189 | ||||||||
2021 | 2,500,000 | 5,481,336 | 3,438,588 | 9,975,000 | 50,907 | 114,104 | 21,559,935 | |||||||||
2020 | 2,614,534 | 3,744,972 | 3,750,179 | 5,882,702 | 545,769 | 10,000 | 16,548,156 | |||||||||
Dana Strong(8) CEO of Sky | 2022 | 1,935,537 | 4,308,703 | 2,730,043 | 6,250,000 | 0 | 20,400 | 15,244,683 | ||||||||
2021 | 2,080,679 | 3,347,778 | 2,097,664 | 8,247,836 | 23,974 | 174,091 | 15,972,022 |
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 |
(1) | |
Amounts represent the aggregate grant date fair value of PSUs granted to the NEOs in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation (“FASB ASC Topic 718”), which do not correspond to the actual values that may be realized by the NEOs or to the values approved by the CHC Committee. The grant date values for PSUs | |
Amounts represent the aggregate grant date fair value of stock options granted to the NEOs in accordance with FASB ASC Topic 718. Under SEC rules, the amounts shown exclude the impact of estimated forfeitures. These amounts, which do not correspond to the actual values that may be realized by the NEOs, were calculated using the Black-Scholes option pricing model, based upon the following valuation assumptions for options granted in March |
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volatility of |
Amounts represent annual performance-based bonuses. See the “Grants of Plan-Based Awards” table below and “Compensation Discussion and Analysis – Compensation Decisions – Annual Cash Bonus” above for additional information on these bonuses and the achievement of specified metrics in | |
Amounts represent the dollar value of interest earned on compensation deferred in “income funds” under our deferred compensation plans in excess of 120% of the long-term applicable federal rate. Effective March 2021, NEOs were prohibited from deferring compensation into the income fund and no longer earn interest above the applicable federal rate. See “Nonqualified Deferred Compensation in and as of Fiscal Year-End” below. | |
Amounts for | |
For security and business reasons, Company practices and policy strongly encourage, and in some cases may require, Mr. Roberts to use Company-provided aircraft for business and personal travel. Our other NEOs also have access to Company-provided aircraft for personal travel, as it affords all of our NEOs greater security, allows travel time to be used productively and enables them to be immediately available to respond to business priorities from any location. | |
Our policy allows an NEO to bring guests, such as family members, on flights on Company-provided aircraft. The NEOs are required to pay us for personal use of Company-provided aircraft in amounts determined by Company policy. The NEOs are imputed income for costs related to use of Company-provided aircraft when required under Internal Revenue Code guidelines. We do not reimburse the NEOs for any taxes incurred as a result of imputed income. In addition, the Internal Revenue Code limits the amount that we can deduct for the personal use of Company-provided aircraft to the amount recognized as income by our executives who use the aircraft; the amounts in the table above do not include our | |
The amounts reflected for each NEO on account of personal use of Company-provided aircraft indicate the extent to which the incremental cost of such use exceeds the amount paid to us by the NEO. The aggregate incremental cost for a personal flight on a charter plane is the cost of the flight as charged to us by the charter company. The aggregate incremental cost for a personal flight taken on a third party-owned plane that is serviced by us includes all variable costs attributable to that flight (including for repositioning flights), such as fuel, trip and allocable maintenance expenses and third-party lease payments. The aggregate incremental cost for a personal flight on a Company plane includes all variable costs for the year, such as fuel, maintenance and other trip expenses, to arrive at a variable cost per hour that we then multiply by the number of hours the NEO used the aircraft for personal travel (including the hours for repositioning flights). These methodologies exclude fixed costs, as these costs do not change based on usage. | |
For all other benefits that would otherwise be considered perquisites, our NEOs are required to | |
Mr. | |
Grants of Plan-Based Awards
The table below provides information about equity and non-equity awards granted to our NEOs in 20222023 as follows: (1) the grant date for equity awards and the date the grant of such awards was approved by the CHC Committee; (2) the estimated future payouts under non-equity incentive plan awards (columns (a), (b) and (c)); (3) the estimated future payouts under equity incentive plan awards, which consist of PSUs (columns (d), (e) and (f)); (4) option awards, which consist of the number of shares underlying stock options (column (g)); (5) the exercise price of the stock option awards, which reflects the closing price of our Class A common stock on the date of grant (column (h)); and (6) the grant date fair value of each equity award computed in accordance with FASB ASC Topic 718 (column (i)).
NAME | GRANT DATE | APPROVAL DATE | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) ($) | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS(2) | ALL OTHER OPTION AWARDS: NUMBER OF SECURITIES UNDERLYING OPTIONS(3) (g) | EXERCISE OR BASE PRICE OF OPTION AWARDS ($) (h) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS(4) ($) (i) | |||||||||||||||
THRESHOLD (a) | TARGET (b) | MAXIMUM (c) | THRESHOLD (d) | TARGET (e) | MAXIMUM (f) | |||||||||||||||||
Brian L. Roberts | — | 1,050,000 | 7,500,000 | 13,875,000 | ||||||||||||||||||
3/1/2022 | 2/22/2022 | 51,412 | 274,200 | 685,500 | 13,383,702 | |||||||||||||||||
3/1/2022 | 2/22/2022 | 962,545 | 46.39 | 8,480,021 | ||||||||||||||||||
Michael J. Cavanagh | — | 966,000 | 6,900,000 | 12,765,000 | ||||||||||||||||||
3/1/2022 | 2/22/2022 | 38,316 | 204,355 | 510,887 | 9,974,568 | |||||||||||||||||
3/1/2022 | 2/22/2022 | 717,370 | 46.39 | 6,320,030 | ||||||||||||||||||
12/30/2022 | 12/19/2022 | 1,000,000 | 2,000,000 | 4,000,000 | 34.97 | 14,800,000 |
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ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) ($) | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS(2) | ALL OTHER OPTION AWARDS: NUMBER OF SECURITIES UNDERLYING OPTIONS(3) (g) | EXERCISE OR BASE PRICE OF OPTION AWARDS ($) (h) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS(4) ($) (i) | ||||||||||||||||||
NAME | GRANT DATE | APPROVAL DATE | THRESHOLD (a) | TARGET (b) | MAXIMUM (c) | THRESHOLD (d) | TARGET (e) | MAXIMUM (f) | ||||||||||||||
David N. Watson | — | 966,000 | 6,900,000 | 12,765,000 | ||||||||||||||||||
3/1/2022 | 2/22/2022 | 29,647 | 158,120 | 395,300 | 7,717,837 | |||||||||||||||||
3/1/2022 | 2/22/2022 | 555,055 | 46.39 | 4,890,035 | ||||||||||||||||||
Jeffrey Shell(5) | — | 1,050,000 | 7,500,000 | 13,875,000 | ||||||||||||||||||
3/1/2022 | 2/22/2022 | 25,403 | 135,485 | 338,712 | 6,613,023 | |||||||||||||||||
3/1/2022 | 2/22/2022 | 475,600 | 46.39 | 4,190,036 | ||||||||||||||||||
Dana Strong(6) | — | 875,000 | 6,250,000 | 11,562,500 | ||||||||||||||||||
3/1/2022 | 2/22/2022 | 16,551 | 88,275 | 220,687 | 4,308,703 | |||||||||||||||||
3/1/2022 | 2/22/2022 | 309,880 | 46.39 | 2,730,043 |
NAME | GRANT DATE | APPROVAL DATE | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) ($) | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS(2) | ALL OTHER OPTION AWARDS: NUMBER OF SECURITIES UNDERLYING OPTIONS(3) (g) | EXERCISE OR BASE PRICE OF OPTION AWARDS ($) (h) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS(4) ($) (i) | |||||||||||||||
THRESHOLD (a) | TARGET (b) | MAXIMUM (c) | THRESHOLD (d) | TARGET (e) | MAXIMUM (f) | |||||||||||||||||
Brian L. Roberts | — | 1,050,000 | 7,500,000 | 13,875,000 | ||||||||||||||||||
3/1/2023 | 2/28/2023 | 70,639 | 376,745 | 941,862 | 15,024,591 | |||||||||||||||||
3/1/2023 | 2/28/2023 | 1,104,445 | 36.63 | 9,200,027 | ||||||||||||||||||
Michael J. Cavanagh | — | 1,034,818 | 7,391,538 | 13,674,345 | ||||||||||||||||||
3/1/2023 | 2/28/2023 | 53,747 | 286,655 | 716,637 | 11,431,801 | |||||||||||||||||
3/1/2023 | 2/28/2023 | 840,340 | 36.63 | 7,000,032 | ||||||||||||||||||
Jason S. Armstrong | — | 556,164 | 3,972,603 | 7,349,315 | ||||||||||||||||||
3/1/2023 | 2/28/2023 | 15,357 | 81,905 | 204,762 | 3,266,371 | |||||||||||||||||
3/1/2023 | 2/28/2023 | 240,100 | 36.63 | 2,000,033 | ||||||||||||||||||
Thomas J. Reid | — | 504,022 | 3,600,160 | 6,660,296 | ||||||||||||||||||
3/1/2023 | 2/28/2023 | 15,357 | 81,905 | 204,762 | 3,266,371 | |||||||||||||||||
3/1/2023 | 2/28/2023 | 240,100 | 36.63 | 2,000,033 | ||||||||||||||||||
Jennifer Khoury | — | 313,789 | 2,241,347 | 4,146,491 | ||||||||||||||||||
3/1/2023 | 2/28/2023 | 4,607 | 24,575 | 61,437 | 980,051 | |||||||||||||||||
3/1/2023 | 2/28/2023 | 72,030 | 36.63 | 600,010 |
(1) | Represents annual performance-based bonus awards granted under our cash bonus plans. The actual amounts earned with respect to these bonuses are included in the “Summary Compensation Table” above under the “Non-Equity Incentive Plan Compensation” column. |
(2) | The amounts in columns (d) through (f) represent shares of Class A common stock underlying PSUs granted under our 2002 Restricted Stock |
After calculating the ROIC and Relative Adjusted EPS Growth components, the Relative TSR Modifier is applied, which is based on the percentile ranking of our TSR during such period relative to that of the companies comprising the S&P 100 Index, as modified to account for changes in the index companies such as due to merger and acquisition activity. TSR will be determined based on the average stock price of each company for the 20 trading days prior to each of the first and last day of the performance period and will be calculated assuming the reinvestment of dividends. The actual number of PSUs earned will be determined after multiplying the payout levels for the two primary performance metrics by 25% for top quartile TSR performance or (25)% for bottom quartile performance, with performance in between straight-line interpolated. If our absolute TSR over the performance period is negative, then, irrespective of our TSR percentile ranking, no positive adjustment will be made to the payouts under the ROIC and Relative Adjusted EPS Growth components. See “Compensation Discussion and Analysis – Design and Structure of Executive Compensation – Equity-Based Incentive Compensation” above for additional information. Dividend equivalents accrue on shares underlying PSUs, although the amounts will only be paid (without interest) if and when the shares underlying PSUs vest. | |
(3) | The amounts in this column represent shares of our Class A common stock underlying stock options granted under our 2003 Stock Option Plan. Options become exercisable as follows: 20% of the shares become exercisable on each of the first, second, third, fourth and fifth anniversaries of the date of grant. |
(4) | The amounts in this column represent the grant date fair value of PSUs and stock options computed in accordance with FASB ASC Topic 718. These amounts do not necessarily correspond to the actual value that may be realized by the NEOs. The grant date fair value of PSUs was determined as described in footnote (2) to the “Summary Compensation Table.” Amounts with respect to stock options were calculated using the Black-Scholes option pricing model, based upon the assumptions set forth in footnote (3) to the “Summary Compensation Table.” |
42 |
Outstanding Equity Awards at Fiscal Year-End
The following table provides information on the holdings of stock options and stock awards by our NEOs as of December 31, 2022.2023. This table includes unexercised vested and unvested options to purchase shares of Class A common stock (columns (a), (b), (c) and (d)), unvested RSUs with respect to shares of Class A common stock (columns (e) and (f)) and unvested PSUs with respect to shares of Class A common stock (columns (g) and (h)). The vesting schedules for these grants are disclosed in the footnotes to this table. The market value of stock awards is based on the closing market price of a share of our Class A common stock as of December 30, 2022, or $34.97.29, 2023, which was $43.85.
OPTION AWARDS | STOCK AWARDS | ||||||||||||||||
NAME | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS EXERCISABLE (a) | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS UNEXERCISABLE(2) (b) | OPTION |
| OPTION EXPIRATION DATE (d) | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED(3)(4) (e) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($) (f) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED(3)(4) (g) | EQUITY INCENTIVE PLAN AWARDS: MARKET VALUE OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($) (h) | ||||||||
Brian L. Roberts | 1,653,423 | 57,820,202 | |||||||||||||||
1,212,000 | — | 20.610 | 03/21/2023 | ||||||||||||||
868,500 | 96,500 | 25.000 | 03/20/2024 | ||||||||||||||
771,460 | 136,140 | 29.725 | 03/19/2025 | ||||||||||||||
747,840 | 186,960 | 29.880 | 03/17/2026 | ||||||||||||||
576,600 | 192,200 | 37.460 | 03/16/2027 | ||||||||||||||
449,040 | 299,360 | 35.830 | 03/15/2028 | ||||||||||||||
304,380 | 372,020 | 40.470 | 03/14/2029 | ||||||||||||||
486,990 | 1,136,310 | 42.520 | 03/01/2030 | ||||||||||||||
— | 879,200 | 54.450 | 02/28/2031 | ||||||||||||||
— | 962,545 | 46.390 | 02/29/2032 | ||||||||||||||
Michael J. Cavanagh | 1,261,936 | 44,129,902 | |||||||||||||||
607,716 | (1) | 107,244 | 28.320 | 05/14/2025 | |||||||||||||
559,360 | (1) | 139,840 | 29.880 | 03/17/2026 | |||||||||||||
431,025 | (1) | 143,675 | 37.460 | 03/16/2027 | |||||||||||||
335,820 | (1) | 223,880 | 35.830 | 03/15/2028 | |||||||||||||
270,225 | 330,275 | 40.470 | 03/14/2029 | ||||||||||||||
323,910 | 755,790 | 42.520 | 03/01/2030 | ||||||||||||||
— | 655,100 | 54.450 | 02/28/2031 | ||||||||||||||
— | 717,370 | 46.390 | 02/29/2032 | ||||||||||||||
— | 4,000,000 | 34.970 | 12/29/2032 |
OPTION AWARDS | STOCK AWARDS | ||||||||||||||||
NAME | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS EXERCISABLE (a) | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS UNEXERCISABLE(2) (b) | OPTION EXERCISE PRICE ($) (c) | OPTION EXPIRATION DATE (d) | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED(3)(4) (e) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($) (f) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED(3)(4) (g) | EQUITY INCENTIVE PLAN AWARDS: MARKET VALUE OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($) (h) | |||||||||
Brian L. Roberts | 2,449,105 | 107,393,254 | |||||||||||||||
965,000 | — | 25.000 | 03/20/2024 | ||||||||||||||
816,840 | 90,760 | 29.725 | 03/19/2025 | ||||||||||||||
794,580 | 140,220 | 29.880 | 03/17/2026 | ||||||||||||||
615,040 | 153,760 | 37.460 | 03/16/2027 | ||||||||||||||
561,300 | 187,100 | 35.830 | 03/15/2028 | ||||||||||||||
405,840 | 270,560 | 40.470 | 03/14/2029 | ||||||||||||||
730,485 | 892,815 | 42.520 | 03/01/2030 | ||||||||||||||
351,680 | 527,520 | 54.450 | 02/28/2031 | ||||||||||||||
192,509 | 770,036 | 46.390 | 02/29/2032 | ||||||||||||||
— | 1,104,445 | 36.630 | 02/28/2033 | ||||||||||||||
Michael J. Cavanagh | 1,860,411 | 81,579,022 | |||||||||||||||
643,464 | (1) | 71,496 | 28.320 | 05/14/2025 | |||||||||||||
594,320 | (1) | 104,880 | 29.880 | 03/17/2026 | |||||||||||||
459,760 | (1) | 114,940 | 37.460 | 03/16/2027 | |||||||||||||
419,775 | (1) | 139,925 | 35.830 | 03/15/2028 | |||||||||||||
360,300 | 240,200 | 40.470 | 03/14/2029 | ||||||||||||||
485,865 | 593,835 | 42.520 | 03/01/2030 | ||||||||||||||
262,040 | 393,060 | 54.450 | 02/28/2031 | ||||||||||||||
143,474 | 573,896 | 46.390 | 02/29/2032 | ||||||||||||||
— | 4,000,000 | 34.970 | 12/29/2032 | ||||||||||||||
— | 840,340 | 36.630 | 2/28/2033 | ||||||||||||||
Jason S. Armstrong | 88,264 | 3,870,376 | 204,762 | 8,978,814 | |||||||||||||
68,200 | — | 29.725 | 03/19/2025 | ||||||||||||||
69,800 | — | 29.880 | 03/17/2026 | ||||||||||||||
68,200 | — | 37.460 | 03/16/2027 | ||||||||||||||
69,800 | — | 35.830 | 03/15/2028 | ||||||||||||||
65,600 | 16,400 | 40.470 | 03/14/2029 | ||||||||||||||
31,080 | 46,620 | 54.450 | 02/28/2031 | ||||||||||||||
22,702 | 90,808 | 46.390 | 02/29/2032 | ||||||||||||||
— | 240,100 | 36.630 | 02/28/2033 |
| 2024 Proxy Statement |
OPTION AWARDS | STOCK AWARDS | ||||||||||||||||
NAME | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS EXERCISABLE (a) | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS UNEXERCISABLE(2) (b) | OPTION |
| OPTION EXPIRATION DATE (d) | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED(3)(4) (e) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($) (f) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED(3)(4) (g) | EQUITY INCENTIVE PLAN AWARDS: MARKET VALUE OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($) (h) | ||||||||
David N. Watson | 864,856 | 30,244,014 | |||||||||||||||
213,900 | — | 20.610 | 03/21/2023 | ||||||||||||||
203,040 | 22,560 | 25.000 | 03/20/2024 | ||||||||||||||
180,540 | 31,860 | 29.725 | 03/19/2025 | ||||||||||||||
151,380 | 43,720 | 29.880 | 03/17/2026 | ||||||||||||||
134,625 | 44,875 | 37.460 | 03/16/2027 | ||||||||||||||
230,640 | 153,760 | 35.830 | 03/15/2028 | ||||||||||||||
184,950 | 226,050 | 40.470 | 03/14/2029 | ||||||||||||||
192,930 | 450,170 | 42.520 | 03/01/2030 | ||||||||||||||
— | 435,200 | 54.450 | 02/28/2031 | ||||||||||||||
— | 555,055 | 46.390 | 02/29/2032 | ||||||||||||||
Jeffrey Shell(5) | 93,731 | 3,277,773 | 652,886 | 22,831,423 | |||||||||||||
136,368 | 166,672 | 44.090 | 12/19/2029 | ||||||||||||||
172,290 | 402,010 | 42.520 | 03/01/2030 | ||||||||||||||
— | 356,700 | 54.450 | 02/28/2031 | ||||||||||||||
— | 475,600 | 46.390 | 02/29/2032 | ||||||||||||||
Dana Strong | 63,979 | 2,237,346 | 365,437 | 12,779,332 | |||||||||||||
73,056 | 97,408 | 31.810 | 04/26/2028 | ||||||||||||||
85,275 | 104,225 | 40.470 | 03/14/2029 | ||||||||||||||
68,880 | 160,720 | 42.520 | 03/01/2030 | ||||||||||||||
— | 217,600 | 54.450 | 02/28/2031 | ||||||||||||||
— | 309,880 | 46.390 | 02/29/2032 |
OPTION AWARDS | STOCK AWARDS | |||||||||||||||
NAME | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS EXERCISABLE (a) | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTION UNEXERCISABLE(2) (b) | OPTION EXERCISE PRICE ($) (c) | OPTIONS EXPIRATION DATE (d) | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED(3)(4) (e) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($) (f) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED(3)(4) (g) | EQUITY INCENTIVE PLAN AWARDS: MARKET VALUE OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($) (h) | ||||||||
Thomas J. Reid | 60,295 | 2,643,936 | 504,187 | 22,108,600 | ||||||||||||
155,115 | 189,585 | 42.520 | 03/01/2030 | |||||||||||||
83,000 | 124,500 | 54.450 | 02/28/2031 | |||||||||||||
45,403 | 181,612 | 46.390 | 02/29/2032 | |||||||||||||
— | 240,100 | 36.630 | 02/28/2033 | |||||||||||||
Jennifer Khoury | 52,657 | 2,309,009 | 61,437 | 2,694,012 | ||||||||||||
10,320 | — | 29.880 | 03/17/2026 | |||||||||||||
40,220 | — | 37.460 | 03/16/2027 | |||||||||||||
55,800 | — | 35.830 | 03/15/2028 | |||||||||||||
45,600 | 11,400 | 40.470 | 03/14/2029 | |||||||||||||
50,700 | 33,800 | 42.520 | 03/01/2030 | |||||||||||||
22,840 | 34,260 | 54.450 | 02/28/2031 | |||||||||||||
13,621 | 54,484 | 46.390 | 02/29/2032 | |||||||||||||
— | 72,030 | 36.630 | 02/28/2033 |
(1) | Mr. Cavanagh assigned to a family trust a portion of his vested stock options as follows: |
(2) | The expiration date occurs one day prior to the tenth anniversary of the grant date. Stock options that expire on or prior to March 1, 2030 have the following vesting schedule: 30%, 15%, 15%, 15%, 5%, 5%, 5%, 5% and 5% on the second, third, fourth, fifth, sixth, seventh, eighth, ninth and nine and a half anniversaries of the grant date, respectively. Stock options that expire on February 28, 2031 have the following vesting schedule: 40%, 20%, 20% and 20% on the second, third, fourth and fifth anniversaries of the grant date, respectively. Stock options that expire on or after February 29, 2032 have the following vesting schedule: 20% on each of the first, second, third, fourth and fifth anniversaries of the grant date. The |
(3) | Our equity awards contain provisions for continued vesting upon certain employees attaining retirement eligible status. This table does not reflect accelerated vesting resulting from the attainment of retirement eligible status. See “Potential Payments upon Termination or Change in Control” for additional information. |
(4) | The number of shares underlying each outstanding stock unit(a) for the NEOs that remain subject to vesting are as follows: |
GRANT DATE | BRIAN L. ROBERTS | MICHAEL J. CAVANAGH | DAVID N. WATSON | JEFFREY SHELL | DANA STRONG | ||||||||||
03/01/2018 | — | — | — | 27,368 | — | ||||||||||
03/16/2018 | 74,650 | (b) | 55,800 | (b) | 38,400 | (b) | — | — | |||||||
04/27/2018 | — | — | — | — | 18,864 | ||||||||||
03/01/2019 | — | — | — | 35,167 | — | ||||||||||
03/15/2019 | 90,887 | (b) | 114,675 | (b) | 55,206 | (b) | — | 20,405 | |||||||
12/20/2019 | — | — | — | 31,196 | — | ||||||||||
03/02/2020 | 218,136 | (b) | 145,074 | (b) | 86,450 | (b) | 77,174 | (b) | 24,710 | ||||||
03/01/2021 | 584,250 | (c) | 435,500 | (c) | 289,500 | (c) | 237,000 | (c) | 144,750 | (c) | |||||
03/01/2022 | 685,500 | (d) | 510,887 | (d) | 395,300 | (d) | 338,712 | (d) | 220,687 | (d) |
GRANT DATE | BRIAN L. ROBERTS | MICHAEL J. CAVANAGH | JASON S. ARMSTRONG | THOMAS J. REID | JENNIFER KHOURY | ||||||||||
01/04/2019 | — | — | 5,592 | — | — | ||||||||||
02/15/2019 | — | — | 5,296 | — | — | ||||||||||
03/15/2019 | 66,100 | (b) | 83,400 | (b) | 6,440 | — | 4,440 | ||||||||
03/29/2019 | — | — | — | — | 2,408 | ||||||||||
07/05/2019 | — | — | — | 31,200 | — | ||||||||||
03/02/2020 | 171,393 | (b) | 113,987 | (b) | — | 29,095 | 7,095 | ||||||||
05/22/2020 | — | — | — | — | 21,296 | ||||||||||
06/05/2020 | — | — | 13,068 | — | — | ||||||||||
03/01/2021 | 584,250 | (c) | 435,500 | (c) | 9,660 | 137,750 | (c) | 7,070 | |||||||
01/14/2022 | — | — | 30,960 | (e) | — | — | |||||||||
03/01/2022 | 685,500 | (d) | 510,887 | (d) | 17,248 | (e) | 161,675 | (d) | 10,348 | (e) | |||||
03/01/2023 | 941,862 | (f) | 716,637 | (f) | 204,762 | (f) | 204,762 | (f) | 61,437 | (f) |
2024 Proxy Statement | 44 |
(a) | Except as otherwise described in footnotes below, all stock units granted as of the respective grant date had the following vesting schedule: 15%, 15%, 15%, 15% and 40% on the 13-month, second, third, fourth and fifth anniversaries of the grant date, | |
(b) | Reflects the number of shares underlying PSUs that, as of December 31, | |
(c) | Reflects the number of shares underlying PSUs that, as of December 31, | |
(d) | Reflects the number of shares underlying PSUs that, as of December 31, |
| |
(f) | Reflects the number of shares underlying PSUs that, as of December 31, 2023, may be achieved assuming maximum attainment of the performance condition, which would result in |
Option Exercises and Stock Vested
The following table provides information, for each of our NEOs, on the number of options exercised and the value realized upon such exercise, and the number of shares of Class A common stock resulting from the vesting of stock awards and the value realized before payment of any applicable withholding tax during 2022.2023.
OPTION AWARDS | STOCK AWARDS | |||||||||||||||||
OPTION AWARDS | OPTION AWARDS | STOCK AWARDS | ||||||||||||||||
NAME | NUMBER OF SHARES ACQUIRED ON EXERCISE | VALUE REALIZED ON EXERCISE ($) | NUMBER OF SHARES ACQUIRED ON VESTING | VALUE REALIZED ON VESTING ($) | NUMBER OF SHARES ACQUIRED ON EXERCISE | VALUE REALIZED ON EXERCISE ($) | NUMBER OF SHARES ACQUIRED ON VESTING | VALUE REALIZED ON VESTING ($) | ||||||||||
Brian L. Roberts | — | — | 170,923 | (1) | 7,909,529 | 1,212,000 | 23,331,000 | 146,180 | (1) | 5,322,075 | ||||||||
Michael J. Cavanagh | — | — | 136,687 | 6,315,473 | — | — | 118,162 | 4,293,316 | ||||||||||
David N. Watson | 169,000 | 5,212,805 | 95,001 | 4,433,067 | ||||||||||||||
Jeffrey Shell | — | — | 71,507 | 3,215,119 | ||||||||||||||
Dana Strong | — | — | 42,502 | 1,807,006 | ||||||||||||||
Jason S. Armstrong | 27,200 | 478,856 | 46,091 | 1,730,607 | ||||||||||||||
Thomas J. Reid | — | — | 19,635 | (1) | 778,514 | |||||||||||||
Jennifer Khoury | — | — | 18,893 | 720,066 |
(1) | Mr. Roberts deferred the receipt of shares relating to |
Nonqualified Deferred Compensation in and as of Fiscal Year-End
The table below provides information on the nonqualified deferred compensation of our NEOs in and as of the end of 2022.2023.(1)
NAME | EXECUTIVE CONTRIBUTIONS IN LAST FY(2) ($) | AGGREGATE EARNINGS IN LAST FY ($) | AGGREGATE WITHDRAWALS/ DISTRIBUTIONS ($) | AGGREGATE BALANCE AT LAST FYE(2) ($) | EXECUTIVE CONTRIBUTIONS IN LAST FY(2) ($) | AGGREGATE EARNINGS IN LAST FY ($) | AGGREGATE WITHDRAWALS/ DISTRIBUTIONS ($) | AGGREGATE BALANCE AT LAST FYE(2) ($) | ||||||||||
Brian L. Roberts | 5,360,789 | (1) | (28,649,903) | (1,096,593 | ) | 115,004,649 | 3,359,567 | (1) | 23,471,056 | (768,846) | 141,066,426 | |||||||
Michael J. Cavanagh | — | (5,201,796) | (11,128,326 | ) | 54,338,498 | — | 5,684,382 | (10,147,012) | 49,875,868 | |||||||||
David N. Watson | — | (896,066) | (25,679,551 | ) | 12,748,779 | |||||||||||||
Jeffrey Shell | — | (1,103,043) | (4,122,284 | ) | 2,824,107 | |||||||||||||
Dana Strong | 2,771,961 | (824,275) | — | 5,160,668 | ||||||||||||||
Jason S. Armstrong | 1,050,000 | 1,178,231 | — | 11,551,321 | ||||||||||||||
Thomas J. Reid | 485,316 | (1) | 358,878 | (1,106,278) | 1,697,943 | |||||||||||||
Jennifer Khoury | — | 166,673 | — | 3,570,482 |
(1) | Amounts in this table have been deferred under our deferred compensation plans, except for deferrals of stock units with respect to shares of Class A common stock under our restricted stock plan. Eligible employees and directors may participate in these plans. Amounts credited to an NEO’s account are invested notionally in a third-party mutual or exchange fund or our company’s common stock fund. |
45 | 2024 Proxy Statement |
Under our restricted stock plan, eligible employees may defer the receipt of shares that may, subject to an award of stock units, vest in the future. Upon vesting, deferred stock units are invested in our company stock fund. An employee who has elected to defer stock units may also make a “diversification election” of the shares subject to such stock units to have the value of such stock units transferred to our deferred compensation plans. Pursuant to our restricted stock plan, (i) Mr. Roberts deferred the settlement of The amounts shown in the “Executive Contributions in Last FY” column reflect the aggregate value of (i) stock units that were deferred in | |
(2) | These amounts (other than amounts related to deferrals of |
Agreements with Our Named Executive Officers
Each of our active NEOs has an employment agreement with us. Mr. Roberts’ agreement was effective as of August 1, 2017 and provides for an initial term of employment through July 31, 2020, which term will be extended automatically by one additional day for each day that elapses after August 1, 2017 (so that the term of the agreement will always be three years), unless otherwise terminated by either party in accordance with the employment agreement. Mr. Cavanagh’s agreement was entered into on December 28, 2022as of January 1, 2023 and secures his employment through December 31, 2027. Mr. Watson’sArmstrong’s agreement was entered into on October 25, 2022as of January 6, 2023 and secures his employment through December 31, 2025. Ms. Strong’s2027. Mr. Reid’s new employment agreement was entered into onas of January 1, 20212024 and secures his employment through December 31, 2028. Ms. Khoury’s agreement was entered into as of January 1, 2023 and secures her employment through December 31, 2025.2027.
Each of the employment agreements provides for a base salary either as specified in the agreement or otherwise then in effect. An NEO’s salary may not be reduced, except under an overall plan to reduce thetheir salary on a basis consistent with other senior executives at their respective levels. The NEOs also are eligible to receive an annual performance bonus, payable in cash, of a percentage of their respective base salaries for the applicable year. Each NEO’sThe current target bonus opportunity may not be less thanopportunities for Messrs. Roberts and Cavanagh are 300%, for Mr. Reid 250%, for Mr. Armstrong 200% and for Ms. Khoury 150%, in each case of their respective base salaries if all performance targets are achieved.salaries. Our NEOs are also entitled to receive certain severance benefits under their respective agreements in the event of a qualifying termination of employment as described under the “Potential Payments upon Termination or Change in Control” table below.
Under the agreements, each NEO has agreed not to compete with us during their employment and, in the event their employment terminates other than by us without cause or by them with good reason, for one year after termination of their employment.
Each of our NEOs has agreed not to solicit our employees or customers for one year after termination of their employment and is subject to confidentiality covenants. Each has agreed to maintain the confidentiality of our information and not to use such information, except for our benefit, at all times during and after their employment with us.
As previously disclosed, Mr. Shell’s employment was terminated with cause on April 23, 2023. As a result, he did not receive any supplemental payments or benefits in connection with his termination. He will receive only his accrued but unpaid base salary and vacation time, vested employee benefits and reimbursement for any unreimbursed business expenses in accordance with his employment agreement. Upon his termination, all unvested PSUs and RSUs and all vested and unvested stock options, which had an estimated fair value of $43.3 million as of the termination date, were forfeited and canceled.
Potential Payments upon Termination or Change in Control
The table below describes the payments and benefits to which each of our active NEOs would have been entitled (i) had their employment terminated on December 31, 20222023 (a) by us without cause or by them with good reason, (b) because of their death, (c) due to their disability or (d) upon their retirement or (ii) upon a change in control. In addition to the specific payments and benefits described below for each NEO, our NEOs also would have been entitled to receive any benefits due under the terms of our benefit plans and programs, including our deferred compensation plans described in further detail in the “Nonqualified Deferred Compensation in and as of Fiscal Year-End” table above. All amounts are estimates only, and actual amounts will vary depending upon the facts and circumstances applicable at the time of the triggering event.
NAME | BASE SALARY CONTINUATION ($) | ANNUAL CASH BONUS CONTINUATION ($) | ACCRUED ANNUAL CASH BONUS ($) | ACCELERATION/ CONTINUED VESTING & EXERCISABILITY OF UNVESTED STOCK OPTIONS(1) ($) | ACCELERATION/ CONTINUED VESTING OF UNVESTED STOCK UNITS(1) ($) | HEALTH BENEFIT CONTINUATION ($) | TOTAL ($) | ||||||
Brian L. Roberts | |||||||||||||
Without Cause/ With Good Reason(2) | 7,500,000 | 22,500,000 | 7,500,000 | 2,627,786 | 31,178,308 | 35,342 | 71,341,436 | ||||||
Death(3) | — | — | 7,500,000 | 2,627,786 | 31,178,308 | 200,273 | 41,506,367 | ||||||
Disability(4) | 7,500,000 | 22,500,000 | 7,500,000 | 2,627,786 | 31,178,308 | — | 71,306,094 | ||||||
Retirement(5) | — | — | — | 2,627,786 | 31,178,308 | — | 33,806,094 | ||||||
Change in Control(6) | — | — | — | — | — | — | — | ||||||
Michael J. Cavanagh | |||||||||||||
Without Cause/ With Good Reason(7) | 4,600,000 | 6,900,000 | 6,900,000 | 891,119 | 4,132,125 | 22,723 | 23,445,967 | ||||||
Death/Disability(8) | 575,000 | — | 6,900,000 | 1,424,958 | 24,272,817 | — | 33,172,775 | ||||||
Retirement(5) | — | — | — | — | — | — | — | ||||||
Change in Control(6) | — | — | — | — | — | — | — | ||||||
David N. Watson | |||||||||||||
Without Cause/ With Good Reason(7) | 4,600,000 | 6,900,000 | 6,900,000 | 614,564 | 15,875,541 | 17,671 | 34,907,776 | ||||||
Death/Disability(8) | 575,000 | — | 6,900,000 | 614,564 | 15,875,541 | — | 23,965,105 | ||||||
Retirement(5) | — | — | — | 614,564 | 15,875,541 | — | 16,490,105 | ||||||
Change in Control(6) | — | — | — | — | — | — | — | ||||||
Dana Strong | |||||||||||||
Without Cause/ With Good Reason(7) | 3,902,042 | 5,853,063 | 5,806,610 | 115,428 | 1,039,448 | 65,344 | 16,781,935 | ||||||
Death/Disability(8) | 487,755 | — | 5,806,610 | 307,809 | 7,349,085 | — | 13,951,259 | ||||||
Retirement(5) | — | — | — | — | — | — | — | ||||||
Change in Control(6) | — | — | — | — | — | — | — |
46 |
NAME | BASE SALARY CONTINUATION ($) | ANNUAL CASH BONUS CONTINUATION ($) | ACCRUED ANNUAL CASH BONUS ($) | ACCELERATION/ CONTINUED VESTING & EXERCISABILITY OF UNVESTED STOCK OPTIONS(1) ($) | ACCELERATION/ CONTINUED VESTING OF UNVESTED STOCK UNITS(1) ($) | HEALTH BENEFIT CONTINUATION ($) | TOTAL ($) | |||||||
Brian L. Roberts | ||||||||||||||
Without Cause/ With Good Reason(2) | 7,500,000 | 22,500,000 | 7,500,000 | 15,799,956 | 49,205,751 | 36,608 | 102,542,315 | |||||||
Death(3) | — | — | 7,500,000 | 15,799,956 | 49,205,751 | 207,448 | 72,713,155 | |||||||
Disability(4) | 7,500,000 | 22,500,000 | 7,500,000 | 15,799,956 | 49,205,751 | — | 102,505,707 | |||||||
Retirement(5) | — | — | — | 15,799,956 | 49,205,751 | — | 65,005,707 | |||||||
Change in Control(6) | — | — | — | — | — | — | — | |||||||
Michael J. Cavanagh | ||||||||||||||
Without Cause/ With Good Reason(7) | 5,000,000 | 7,500,000 | 7,391,538 | 3,740,085 | 12,658,925 | 23,594 | 36,314,142 | |||||||
Death/Disability(8) | 625,000 | — | 7,391,538 | 29,861,103 | 37,824,878 | — | 75,702,519 | |||||||
Retirement(5) | — | — | — | — | — | — | — | |||||||
Change in Control(6) | — | — | — | — | — | — | — | |||||||
Jason S. Armstrong | ||||||||||||||
Without Cause/ With Good Reason(7) | 3,600,000 | 3,600,000 | 3,554,716 | 402,136 | 1,535,364 | 23,325 | 12,715,541 | |||||||
Death/Disability(8) | 450,000 | — | 3,554,716 | 1,788,954 | 7,461,911 | — | 13,255,581 | |||||||
Retirement(5) | — | — | — | — | — | — | — | |||||||
Change in Control(6) | — | — | — | — | — | — | — | |||||||
Thomas J. Reid | ||||||||||||||
Without Cause/ With Good Reason(7) | 3,600,160 | 3,600,160 | 3,600,160 | 415,472 | 4,132,205 | 18,341 | 15,366,498 | |||||||
Death/Disability(8) | 450,020 | — | 3,600,160 | 1,985,670 | 11,487,385 | — | 17,523,235 | |||||||
Retirement(5) | — | — | — | — | — | — | — | |||||||
Change in Control(6) | — | — | — | — | — | — | — | |||||||
Jennifer Khoury | ||||||||||||||
Without Cause/ With Good Reason(7) | 3,000,000 | 2,250,000 | 2,241,347 | 165,020 | 819,688 | 23,594 | 8,499,649 | |||||||
Death/Disability(8) | 375,000 | — | 2,241,347 | 603,543 | 3,386,623 | — | 6,606,513 | |||||||
Retirement(5) | — | — | — | — | — | — | — | |||||||
Change in Control(6) | — | — | — | — | — | — | — |
(1) | Based on the closing market price of a share of our Class A common stock as of December |
(2) | Mr. Roberts’ termination without cause or with good reason would entitle him to (i) payment of his base salary on a monthly basis for three years after the termination date, (ii) payment of his annual cash bonus (appropriately prorated for partial calendar years), assuming full achievement of performance goals, on an annual basis for three years and (iii) vesting of his unvested stock options and stock units in accordance with their terms as if his employment had continued. Mr. Roberts’ receipt of the payments and benefits is subject to his execution of our standard agreement containing certain mutual releases. Mr. Roberts is also entitled to receive a prorated annual cash bonus for the year of his termination, assuming full achievement of the performance goals, and to continued health and welfare benefits for three years after the termination date. |
(3) | Upon Mr. Roberts’ death, his unvested stock options and stock units will vest in full and his options will remain exercisable for the remainder of their terms. His spouse or his or her estate will receive payment of his annual cash bonus, prorated to reflect the number of days he was employed during the year of his death (assuming full achievement of the performance goals), and his spouse will receive health and welfare benefits during her lifetime. |
(4) | If Mr. Roberts’ employment is terminated by reason of his disability, we must continue to pay his base salary on a monthly basis for three years, his annual cash bonus (appropriately prorated for partial calendar years), assuming full achievement |
47 | 2024 Proxy Statement |
(5) | Certain senior executives, including our NEOs, are entitled to continued vesting on retirement. For stock |
(6) | None of our NEOs’ employment agreements provides for the automatic accelerated vesting of equity awards in connection with a change in control (a “single trigger”), and none of our NEOs’ employment agreements, other than Mr. Roberts’, provides for the automatic accelerated vesting of equity awards upon the occurrence of one or more specified events that may follow a change in control, such as a termination of employment (a “double trigger”). Under Mr. Roberts’ employment agreement, if we were to terminate Mr. Roberts’ employment following a change in control transaction, it would be treated as a termination without cause and he would be entitled to the same amounts set forth in the “Without Cause/With Good Reason” category, as described in footnote (2) to this table. |
(7) | If we terminate such executive’s employment without cause or the executive terminates with good reason, they will receive their then-current base salary for a period of 24 months, and they are entitled to receive continued health benefits for a period of 18 months. If the executive becomes reemployed, these payments will be reduced by the amount of any compensation earned or received by the executive in respect of such period and we will stop providing health and welfare benefits. Such executive will receive the full (non-prorated) amount of the current year’s annual cash bonus (assuming full achievement of performance goals) and the following year’s target annual cash bonus (prorated for time employed during the year of termination and assuming full achievement of performance goals). Stock options and stock units will continue to vest in accordance with their respective terms for 12 months following termination, and vested stock options will remain exercisable for a period equal to the lesser of 15 months or the end of the stock options’ term. Mr. Roberts, |
(8) | If such executive’s employment terminates due to his or her death or disability, the executive or his or her estate will receive three months of base salary and payment of annual cash bonus, prorated for time employed during the year of such termination (assuming full achievement of performance goals), and stock options and stock units will fully vest, with stock options remaining exercisable for the remainder of their terms. |
Equity Compensation Plan Information
The following table summarizes our equity plan information as of December 31, 2022.2023.
PLAN CATEGORY | NUMBER OF SECURITIES TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS(1) (a) | WEIGHTED-AVERAGE EXERCISE PRICE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS(2) ($) (b) | NUMBER OF SECURITIES REMAINING AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY COMPENSATION PLANS EXCLUDING SECURITIES REFLECTED IN COLUMN (A)(3) (c) | NUMBER OF SECURITIES TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS(1) (a) | WEIGHTED-AVERAGE EXERCISE PRICE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS(2) ($) (b) | NUMBER OF SECURITIES REMAINING AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY COMPENSATION PLANS EXCLUDING SECURITIES REFLECTED IN COLUMN (A)(3) (c) | |||||
Equity compensation plans approved by security holders | 287,064,415 | 41.84 | 422,531,734 | 309,793,067 | 41.38 | 385,276,516 | |||||
Equity compensation plans not approved by security holders | — | — | — | — | |||||||
Total | 287,064,415 | 422,531,734 | 309,793,067 | 385,276,516 |
(1) | Includes shares of Class A common stock under the following plans: Comcast Corporation 2003 Stock Option Plan, Comcast Corporation 2002 Restricted Stock Plan (under which RSUs and PSUs have been granted), Comcast Corporation 2023 Omnibus Equity Incentive Plan (“2023 Omnibus Plan”), Comcast Corporation 2002 Employee Stock Purchase Plan (“2002 ESPP”), Comcast-NBCUniversal 2011 Employee Stock Purchase Plan (“2011 ESPP”) and Comcast Corporation 2019 Omnibus Sharesave |
(2) | The weighted-average exercise price only reflects stock options under our 2003 Stock Option Plan. |
2024 Proxy Statement | 48 |
(3) | The number of shares available for issuance includes the following number of shares of Class A common stock: |
CEO Pay Ratio
We are required under SEC rules to provide a pay ratio comparing Mr. Roberts’ 20222023 compensation to our median employee’s 20222023 compensation (excluding Mr. Roberts). To identify the median employee, we engaged an unaffiliated third-party advisory services firm to conduct a statistical sampling of approximately 193,411197,220 full-time, part-time, seasonal and temporary employees as of December 31, 20222023 (which included approximately 56,01465,686 non-U.S. employees) based on comparisons of base wages.
All of our part-time, seasonal and temporary employees as of December 31, 2022,2023, including in our theme park and entertainment production businesses, were required to be taken into account for purposes of identifying our median employee under SEC rules. SEC rules do not permit us to annualize the compensation paid to these workers as if they were full-time employees, which has the effect of reducing the level of our median employee’s total compensation relative to what it would have been had the rules permitted us to annualize compensation across our entire workforce or to use only full-time U.S. employees. As a result, the impact of this rule may be different for us than some companies in our peer groups given the composition of our workforce across our uniquely diversified company, and year-over-year comparisons may not be meaningful. We believe putting into context how our median employee was identified highlights why that employee’s compensation and the resulting pay ratio, and year-over-year changes thereto, should not be compared on an “apples-to-apples” basis.
We have estimated that our pay ratio for 20222023 is 385398 to 1, calculated by dividing Mr. Roberts’ 20222023 total compensation set forth in the Summary Compensation Table, adjusted as described below, ($32,084,174), by $83,399,$89,104, which represents the annual total compensation of our median employee. Our median employee’s annual total compensation was determined using the same methodology we used to determine the annual total compensation of our NEOs, which, along with Mr. Roberts’ compensation, was then adjusted to include the cost to the CompanyComcast of specified employee benefits provided on a non-discriminatory basis, including group health and welfare benefits and the value of courtesy cable services.
Table of Contentsbasis.
As permitted under SEC rules, we adjusted our total employee population for purposes of identifying our median employee by excluding approximately 1.9%2.8% of our employee population as follows (all amounts are approximate): 36 in Brazil; 85 in Canada; 2,7012.3% in India; 8900.4% in Ireland; 239and 0.1% in Mexico; and 4 in Russia.Mexico.
Pay Versus Performance
The table below provides information on the compensation for our CEO and the average compensation for our other NEOs, both as reported in the Summary Compensation Table and with certain adjustments to reflect the compensation “actually paid” to such individuals, as defined under SEC rules, for each of 2023, 2022, 2021 and 2020. The table also provides information on our cumulative TSR, the cumulative TSR of our peer group, Net Income and Adjusted EBITDA.
AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NEOS(1) ($) (d) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOS(2) ($) (e) | VALUE OF INITIAL FIXED td00 INVESTMENT BASED ON: | ||||||||||||||||||||||||||||||||
SUMMARY COMPENSATION TABLE TOTAL FOR PEO(1) ($) (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) ($) (e) | VALUE OF INITIAL FIXED td00 INVESTMENT BASED ON: | NET INCOME ($ IN BILLIONS)(4)(5) (h) | ADJUSTED EBITDA* ($ IN BILLIONS)(5)(6) (i) | ||||||||||||||||||||||||||||
YEAR (a) | 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) | TOTAL SHAREHOLDER RETURN(3)(5) ($) (f) | PEER GROUP TOTAL SHAREHOLDER RETURN(3)(5) ($) (g) | NET INCOME ($ IN BILLIONS(4)(5) (h) | ADJUSTED EBITDA* ($ IN BILLIONS)(5)(6) (i) | 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 | 81.70 | 4.9 | 36.5 | 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 | 103.82 | 13.8 | 34.7 | 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 | 111.54 | 10.7 | 30.8 | 32,713,267 | 54,701,549 | 17,695,036 | 26,502,693 | 119.16 | 111.90 | 10.7 | 30.8 |
* | Reconciliations of non-GAAP financial metrics to GAAP are set forth in Appendix A. |
(1) | Compensation for our PEO, Mr. Roberts, reflects the amounts reported in the “Summary Compensation Table” for the respective years. Average compensation for non-PEO NEOs in 2023 is for Messrs. Cavanagh, Armstrong, Reid and Ms. Khoury, in 2022 and 2021 is for Messrs. Cavanagh, Shell and Watson and Ms. Strong, and for 2020 |
49 | 2024 Proxy Statement |
(2) | Compensation “actually paid” for the PEO and average compensation “actually paid” for our non-PEO NEOs in 2023, 2022, 2021 and 2020 reflects the respective amounts set forth in columns (b) and (d) in the above table, adjusted in the table below, as determined in accordance with SEC rules. For awards that remain unvested or unexercised as of the end of the year, the ultimate value that will be realized upon vesting or upon exercise may be more or less than the current fair value below. See the “Option Exercises and Stock Vested” table on page |
LESS STOCK/ OPTION AWARD VALUE REPORTED IN SUMMARY COMPENSATION TABLE FOR THE COVERED YEAR ($) | PLUS FAIR VALUE FOR UNVESTED AWARDS GRANTED IN THE COVERED YEAR ($) | CHANGE IN FAIR VALUE OF OUTSTANDING UNVESTED AWARDS FROM PRIOR YEARS ($) | CHANGE IN FAIR VALUE OF AWARDS FROM PRIOR YEARS THAT VESTED IN THE COVERED YEAR ($) | LESS FAIR VALUE OF AWARDS FORFEITED DURING THE COVERED YEAR ($) | NET ADJUSTMENT ($) | |||||||||||
PEO 2022 | (21,863,723 | ) | 22,285,379 | (31,633,629 | ) | (4,949,732 | ) | — | (36,161,704 | ) | ||||||
PEO 2021 | (21,988,022 | ) | 21,524,528 | (5,141,104 | ) | 3,480,893 | — | (2,123,705 | ) | |||||||
PEO 2020 | (21,185,427 | ) | 33,698,156 | 17,130,816 | (7,655,263 | ) | — | 21,988,282 | ||||||||
Non-PEO NEOs 2022 | (15,386,069 | ) | 15,604,969 | (12,701,844 | ) | (1,687,326 | ) | — | (14,170,270 | ) | ||||||
Non-PEO NEOs 2021 | (10,410,915 | ) | 10,191,675 | (1,844,037 | ) | 948,410 | — | (1,114,866 | ) | |||||||
Non-PEO NEOs 2020 | (8,619,244 | ) | 13,815,414 | 5,498,177 | (1,886,689 | ) | — | 8,807,657 |
Fair values are calculated in accordance with FASB ASC Topic 718 as of the end of the respective fiscal year, other than awards that vest in the covered year, which are valued as of the applicable vesting dates. Stock option fair values were calculated using the Black-Scholes option pricing model, determined based on the same methodology as used to determine grant date fair values but using the common stock closing price on the applicable revaluation date, and in all cases based on volatility, term to exercise, dividend yields and interest rates determined as of the revaluation date. For PSUs and RSUs granted prior to 2021, the fair values were determined by multiplying the Class A common stock closing price on the valuation date by the number of outstanding shares, adjusted for dividends accrued, and, for PSUs as defined in the Glossary to FASB ASC Topic 718, taking into account the probable outcome of the PSUs’ performance conditions as of the valuation date. For PSUs granted in 2021 and 2022, fair values were calculated using a Monte Carlo simulation model, as of the applicable year-end revaluation date(s).
2023. |
LESS STOCK/ OPTION AWARD VALUE REPORTED IN SUMMARY COMPENSATION TABLE FOR THE COVERED YEAR ($) | PLUS FAIR VALUE FOR UNVESTED AWARDS GRANTED IN THE COVERED YEAR ($) | CHANGE IN FAIR VALUE OF OUTSTANDING UNVESTED AWARDS FROM PRIOR YEARS ($) | CHANGE IN FAIR VALUE OF AWARDS FROM PRIOR YEARS THAT VESTED IN THE COVERED YEAR ($) | LESS FAIR VALUE OF AWARDS FORFEITED DURING THE COVERED YEAR ($) | NET ADJUSTMENT ($) | ||||||||||||
PEO 2023 | (24,224,618 | ) | 42,115,795 | 18,326,999 | (489,739 | ) | — | 35,728,437 | |||||||||
PEO 2022 | (21,863,723 | ) | 22,285,379 | (31,633,629 | ) | (4,949,732 | ) | — | (36,161,704 | ) | |||||||
PEO 2021 | (21,988,022 | ) | 21,524,528 | (5,141,104 | ) | 3,480,893 | — | (2,123,705 | ) | ||||||||
PEO 2020 | (21,185,427 | ) | 33,698,156 | 17,130,816 | (7,655,263 | ) | — | 21,988,282 | |||||||||
Non-PEO NEOs 2023 | (7,636,176 | ) | 13,275,920 | 6,995,673 | (60,324 | ) | — | 12,575,094 | |||||||||
Non-PEO NEOs 2022 | (15,386,069 | ) | 15,604,969 | (12,701,844 | ) | (1,687,326 | ) | — | (14,170,270 | ) | |||||||
Non-PEO NEOs 2021 | (10,410,915 | ) | 10,191,675 | (1,844,037 | ) | 948,410 | — | (1,114,866 | ) | ||||||||
Non-PEO NEOs 2020 | (8,619,244 | ) | 13,815,414 | 5,498,177 | (1,886,689 | ) | — | 8,807,657 |
Fair values are calculated in accordance with FASB ASC Topic 718 as of the end of the respective fiscal year, other than awards that vest in the covered year, which are valued as of the applicable vesting dates. Stock option fair values were calculated using the Black-Scholes option pricing model, determined based on the same methodology as used to determine grant date fair values but using the common stock closing price on the applicable revaluation date, and in all cases based on volatility, term to exercise, dividend yields and interest rates determined as of the revaluation date. For PSUs and RSUs granted prior to 2021, the fair values were determined by multiplying the Class A common stock closing price on the valuation date by the number of outstanding shares, adjusted for dividends accrued, and, for PSUs as defined in the Glossary to FASB ASC Topic 718, taking into account the probable outcome of the PSUs’ performance conditions as of the valuation date. For PSUs granted in 2021 and subsequent years, fair values were calculated using a Monte Carlo simulation model, determined based on the probable outcome of the performance condition as of the applicable year-end revaluation date(s). | |
No awards were granted and vested within the same year in any period covered by the table above, and no dividends, dividend equivalents or other earnings are paid on equity awards prior to their vesting dates. |
No awards were granted and vested within the same year in any period covered by the table above, and no dividends, dividend equivalents or other earnings are paid on equity awards prior to their vesting dates.
(3) | TSR is cumulative for the measurement period beginning on December 31, 2019 and ending on December 31 of each of 2023, 2022, 2021 and 2020, respectively, calculated in accordance with Item 201(e) of Regulation S-K. The composition of the peer group (the “TSR Peer Group”) is the “Peer Group Index” set forth in the Stock Performance Graph of |
(4) | Reflects “Net Income” in |
(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 |
2024 Proxy Statement | 50 |
PERFORMANCE MEASURE | 2022 ($) | 2021 ($) | 2020 ($) | 2021-22 YOY CHANGE | 2020-21 YOY CHANGE | ||||||||
Compensation “Actually Paid” to PEO | (4,091,854 | ) | 31,854,876 | 54,701,549 | (113 | )% | (42 | )% | |||||
Average Compensation “Actually Paid” to non-PEOs | 10,501,980 | 20,790,358 | 26,502,693 | (49 | )% | (22 | )% | ||||||
Adjusted EBITDA* (in billions) | 36.5 | 34.7 | 30.8 | 5 | % | 13 | % | ||||||
Net Income (in billions) | 4.9 | 13.8 | 10.7 | (64 | )% | 29 | % | ||||||
Company’s Cumulative TSR | 83.09 | 116.51 | 119.16 | (29 | )% | (2 | )% | ||||||
Peer Group Cumulative TSR | 81.70 | 103.82 | 111.54 | (21 | )% | (7 | )% |
PERFORMANCE MEASURE | 2023 ($) | 2022 ($) | 2021 ($) | 2020 ($) | 2022-23 YOY CHANGE | 2021-22 YOY CHANGE | 2020-21 YOY CHANGE | ||||||||||||
Compensation “Actually Paid” to PEO | 71,202,103 | (4,091,854 | ) | 31,854,876 | 54,701,549 | 1840 | %** | (113 | )% | (42 | )% | ||||||||
Average Compensation “Actually Paid” to non- PEOs | 27,073,830 | 10,501,980 | 20,790,358 | 26,502,693 | 158 | % | (49 | )% | (22 | )% | |||||||||
Adjusted EBITDA* (in billions) | 37.6 | 36.5 | 34.7 | 30.8 | 3 | % | 5 | % | 13 | % | |||||||||
Net Income (in billions) | 15.1 | 4.9 | 13.8 | 10.7 | 208 | % | (64 | )% | 29 | % | |||||||||
Company’s Cumulative TSR | % | ( | )% | ( | )% | ||||||||||||||
Peer Group Cumulative TSR | % | ( | )% | ( | )% |
* | Reconciliations of non-GAAP financial metrics to GAAP are set forth in Appendix A. |
** | This percentage change is not considered meaningful, given it compares a negative amount in 2022 against a positive amount in 2023. Percentage is calculated comparing the total change to the absolute value of the prior year amount. |
For a discussion of the impact of Adjusted EBITDA on the amounts of the | |
Net Income is not used in the design of our executive compensation program. As a result, it does not directly impact the amount of compensation “actually paid” to our NEOs. | |
TSR, which can be affected by external factors such as economic and market conditions beyond our NEOs’ control, impacts the amount of equity compensation “actually paid” to our NEOs. Because a significant portion of the compensation “actually paid” to our NEOs is in the form of PSUs that vest over three years (in the case of PSUs granted in 2021 and |
(6) | The following table sets forth an unranked list of the financial performance measures “most important” in |
Performance Measure Adjusted EBITDA Free Cash Flow Revenue ROIC Adjusted EPS growth (relative to S&P 100 EPS) |
These financial quantitative measures generally reflect those used internally to measure our performance and externally to report to investors, and we believe that, taken together, they provide a holistic measure of Company growth, shareholder value and overall financial performance. We do not consider any one of the above performance measures to be the single most important financial measure for our company or executive compensation design. However, for purposes of compiling the above table in compliance with the SEC rules, which require us to present one of these most important measures, we are presenting Adjusted EBITDA. For more detail on these measures and why we believe that they are important in structuring our incentive compensation programs and linking pay with performance, please see the discussion under “Our Approach to Compensation” on page 42.
Pursuant to Section 14A of the Exchange Act, we are required at least once every six years to hold an advisory shareholder vote to determine the frequency of an advisory shareholder vote on executive compensation for our NEOs. The following proposal gives our shareholders the opportunity to vote, on a non-binding, advisory basis, on the frequency of such vote. By voting on this proposal, shareholders may indicate whether they prefer that we seek an advisory vote every one, two or three years.
We currently hold our advisory vote on executive compensation every one year, as our Board had last recommended, and our shareholders had approved, in 2017.
Our Board has again determined that an advisory vote on executive compensation that occurs every year is the most appropriate alternative for us, and, therefore, recommends that a vote be conducted every “ONE YEAR.” Our Board believes that holding the advisory vote on an annual basis reflects both the significant majority practice among issuers and the frequency which most of our shareholders prefer. You may cast your vote on your preferred voting frequency by selecting the option of holding an advisory vote on executive compensation every “one year” (as recommended by the Board), “two years” or “three years,” or you may “abstain.”
While we intend to carefully consider the voting results of this proposal, this vote is advisory in nature, and, therefore, is not binding on us or our Board. Our Board values the opinions of all of our shareholders and will consider the outcome of this vote when making its decision on the frequency with which we will hold an advisory vote on executive compensation.
Shareholder ProposalsProposal
We received the following shareholder proposals.proposal. To be voted upon at our 20232024 annual meeting of shareholders, the proponent of each proposal,proponents, or a representative of the proponentproponents qualified under Pennsylvania law, must be present at the meeting to present the proposal. We provide the name and address of each primarythe proponent below. We will promptly supply the number of shares of our Class A common stock or, if not available, the market value of our Class A common stock held by any proponent (including any co-filer(s)),the proponents, upon oral or written request to the Secretary.
All statements contained in the shareholder proposalsproposal and supporting statementsstatement are the sole responsibility of the proponents.proponent. Other than adding a brief title, we have included the text of eachthe proposal and the shareholder’s supporting statement. Following eachthe proposal, we explain why our Board recommends a vote AGAINST it.
The following proposal and supporting statement were submitted by the SEIU Master Trust, 1800 Massachusetts Ave NW, Suite 301, Washington, D.C. 20036 and various co-filers.
Supporting Statement
RESOLVED that shareholders of Comcast Corporation (“Comcast”) urge the Board of Directors to oversee an independent racial equity audit analyzing Comcast’s adverse impacts on nonwhite stakeholders and communities of color and describing the steps, if any, Comcast plans to take to mitigate those impacts. Input from civil rights organizations, employees, and customers should be considered in determining the specific matters to be analyzed. A report on the audit, prepared at reasonable cost and omitting confidential and proprietary information, should be publicly disclosed on Comcast’s website.
SUPPORTING STATEMENT
High-profile police killings of Black people have galvanized the movement for racial justice. That movement, together with the disproportionate impacts of the COVID-19 pandemic, have focused the attention of the media, the public and policy makers on systemic racism, racialized violence and other inequities.
Several aspects of Comcast’s business and operations suggest that a racial equity audit would be useful. Although Comcast touts the fact that its diversity programs have resulted in the “most inclusive employee representation” since Comcast began reporting diversity data,1 representation in senior management continues to lag. According to EEO-1 data for 2021, only 6.6% of Comcast’s executives/senior officers are Black, compared to 18.1% of the workforce generally.2
In October 2020, Comcast entered into a conciliation agreement with the U.S. Labor Department to resolve allegations of pay discrimination against Black and Latino employees. Comcast denied the allegations, but agreed to back pay and interest plus salary adjustments.3
Comcast has sponsored the Philadelphia Police Foundation’s annual gala,4 though donor information is no longer provided on the organization’s web site. Police foundations bypass normal procurement processes to buy equipment for police departments, including surveillance technology used to target communities of color and nonviolent protestors.5
Despite claiming that “[e]fforts to limit or impede access to this vital constitutional [voting] right for any citizen are not consistent with our values,” Comcast donated to several state lawmakers who sponsored legislation restricting access to voting. Among those recipients was Florida state senator Dennis Baxley, the only sponsor of a bill, later signed into law, that criminalized providing water to voters in line and limited availability of drop boxes, among other measures.6 Voting restrictions have already exacerbated racial turnout gaps, and two states that adopted them are being sued for intentionally discriminating against nonwhite voters.7
During the 2022 election cycle, Comcast’s political action committee gave $365,000 to members of Congress who voted to overturn the results of the presidential election,8 an action some viewed as an “attack on the voting rights of people of color.”9 Trade associations of which Comcast is a member have also donated to election objectors.10
We urge Comcast to assess its behavior through a racial equity lens in order to obtain a complete picture of how it contributes to, and could help dismantle, systemic racism.
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Company Response to Shareholder Proposal
This proposal, in nearly identical form, appeared in our 2022 proxy statement and was not approved, with 82% of shares voting against it. Our Board has considered the results of last year’s shareholder vote and positive feedback from our largest shareholders on our diversity, equity and inclusion (“DE&I”) efforts and disclosure, including with respect to racial equity in both our workforce and the communities we serve, during investor engagements. Although we share the proponent’s intent to advance racial equity, our Board again recommends AGAINSTthis proposal.
Executive Summary:
We have a long-standing commitment to DE&I. Since our founding in 1963, our core values have been rooted in improving the communities where our employees, customers and audiences live and work. Today, those values, including upholding our commitment to DE&I within both our workforce and the communities we serve, are embedded in our culture and governance.
We are proud of the progress we have made and the transparency we provide, and we believe that our existing processes and actions fully respond to the spirit of the proposal. We strongly believe that the independent audit called for in this proposal is overly prescriptive in its scope and would not be meaningfully additive to our existing processes or disclosure. At the same time, we believe that there continues to be a lack of detail and standardization as to what specifically the ‘audit’ would seek to review, evaluate or accomplish for this purpose, and that an audit would significantly divert management’s attention and significant resources away from executing toward our core DE&I efforts. As a result, we believe shareholders would be better served with our resources being used to further deepen our extensive DE&I and racial equity efforts, which, similar to our response in last year’s proxy statement, are outlined in more detail below.
Additional Information:
Our ongoing commitments to DE&I already reflect – and will continue to reflect – recommendations from our external DE&I Advisory Council, as well as other external third-party advisors, partners and our employees, on ways to further improve and prioritize our efforts.
Realizing that outside perspectives are needed to further strengthen and deepen our DE&I programs, we have a unique governance structure in that we are guided by an external DE&I Advisory Council that provides advice regarding our core DE&I initiatives to help ensure accountability and drive progress across matters relating to both our workforce and our external impacts.
In addition:
We are actively using our resources – our people, programming and platforms – to shed light on systemic racial equity issues and work toward solutions in areas where we can have a meaningful and measurable impact.
Our DE&I efforts focus on areas where we believe we can make the most impact given the nature of our business. Our most recent 2022 Impact Report highlights some of the ways that we are working to build, and rebuild, stronger and more inclusive communities to make a positive difference and how we try to do what’s right for our employees, customers, viewers and the world. These focus areas include:
Workforce
We believe that a diverse, equitable and inclusive company helps to foster creativity, innovation and success. We embrace diversity of background, perspective, culture and experience throughout our business. For example:
Digital Equity
Programming
We strive to have diverse perspectives that resonate with a wide range of audiences in our programming at NBCUniversal and in the content we distribute on our Xfinity platforms.
We have created opportunities in front of and behind the camera, including by offering a wide range of programs designed to build a diverse pipeline of talent, including directors, writers, actors, music composers and journalists. We regularly report on the percentage of people of color represented on air and behind the camera. For example, people of color represented 31.9% of film talent on screen, 12.3% of film talent behind the camera, 50.5% of on-air talent at our news assets, and 36.8% of talent behind the camera at our news assets in 2022.
We have developed programs that seek to build additional opportunities for diverse talent.
We have worked to amplify diverse voices and cultures through our media platforms.
Supplier Diversity and Small Business Support
We have long maintained a supplier diversity program designed to promote, increase and improve the participation of diverse businesses within our corporate supply chain. We have been a member of the Billion Dollar Roundtable, a top-level corporate advocacy organization that promotes supply chain diversity, since 2015. We were the first media and technology company to be inducted for attaining $1 billion or more in annual Tier I (direct supplier) supply chain diversity spend and have spent at least $3 billion each year with diverse suppliers during the past 5 years. In 2022, we spent nearly $5 billion with diverse Tier 1 vendors (with direct purchases from approximately 4,250 diverse suppliers) and $484 million with diverse Tier 2 subcontractors. Since 2011, we have spent over $35 billion with diverse suppliers.
Our supplier efforts also support small business diversity.
Our Board is dedicated to overseeing and supporting management’s efforts to advance our DE&I priorities, including racial equity.
Our commitment to DE&I starts at the top, with our Board. As a whole and through its committees, our Board oversees and assesses our priority areas, efforts and progress on DE&I matters. Our GCR Committee, pursuant to its charter, reviews and assesses significant social issues, risks and trends, including with respect to DE&I matters affecting our workforce and our external impacts, including through meetings with our Chief Diversity Officer at least twice a year. Over the past two years, for example, our Board and the GCR Committee reviewed:
Our CHC Committee, pursuant to its charter, reviews our programs and strategies related to human capital management, including with respect to employee engagement. In 2022, for example, it reviewed employee engagement survey results at Comcast Cable, which showed that employees viewed our DE&I-related workforce efforts very favorably, with upward trends compared to prior years in nearly all instances.
In addition, our Board and senior management team are committed to, and management is incentivized through our executive compensation program to create a strong workplace culture with values of integrity and respect and to foster our company’s DE&I and digital equity efforts.
We are committed to transparency, and our increasingly granular public reporting provides stakeholders with disclosure necessary to monitor and track our progress.
We have published annual reports tracking our DE&I initiatives and progress for over a decade. We also disclose information on these matters on our ESG Reporting website at https://www.cmcsa.com/esg-reporting, as well as in the “Impact” section of our website at www.comcastcorporation.com.
This disclosure includes:
For the reasons set forth above, our Board unanimously recommends AGAINST this proposal.
The following proposal and supporting statement were submitted by the Remmer Family Foundation and various co-filers, c/o As You Sow, 2020 Milvia Street, Suite 500, Berkeley, CA 94704.
Supporting Statement
WHEREAS:Climate change poses growing, systemic risk to the economy. If global climate goals are not met, workers face the likelihood of significant negative impacts to their retirement portfolios. Swiss Re estimates a 4% decline in global GDP by 2050 if global temperature increases are kept below 2 degrees Celsius, but up to an 18% decline without effective mitigation.1
Comcast has taken certain actions to address climate change, for example, by committing to reach carbon neutrality for Scope 1 and 2 emissions, across its global operations, by 2035.2 Yet, while decarbonizing part of its business, Comcast’s 401(k) retirement plan (“Plan”) continues to invest significantly in companies that contribute to climate change, jeopardizing workers’ life savings.
Our Company’s employee retirement funds are automatically invested in the Plan’s default investment option unless employees proactively choose different investments. Thus, the majority of the Comcast Plan’s $17.6 billion in assets are invested in its default option.3
Comcast has selected Vanguard Target Retirement funds as the Plan’s default offering. These funds invest significantly in fossil fuel companies and companies contributing to deforestation.4 By investing employees’ retirement savings in companies with outsize contributions to climate change, Comcast is generating climate risk, including transition risk and long-term systemic risk, to workers’ portfolios.
Comcast’s default 401(k) choice risks compromising its obligation to select retirement plan investment options in the best interests of its plan participants, including those with retirement dates more than a decade out.
In the increasingly competitive employee recruitment and retention landscape, failing to minimize material climate risk in its 401(k) Plan default option may make it more difficult for Comcast to attract and retain top talent. Employee polling indicates that firms’ environmental records are an important consideration in choosing a job.5 Employee polling also reveals increasing demand for climate-safe retirement plan options.6
Given the threat that climate change poses to employee’s life savings, our Company can help ensure employee loyalty and satisfaction, and demonstrate that it is actively safeguarding all employee retirement savings, no matter when they are set to retire, by minimizing climate risk in its Plan offerings, especially in its default option. The federal government recently clarified that fiduciaries may appropriately consider climate risk in the selection of plan offerings, including in the default option.7
RESOLVED:Shareholders request that the Board publish a report, at reasonable expense and omitting confidential information, disclosing how the Company is protecting Plan beneficiaries with a longer investment time horizon from climate risk in the Company’s default retirement options.
SUPPORTING STATEMENT:The report should include, at Board discretion, analysis of:
Company Response to Shareholder Proposal
A similar proposal appeared in our 2022 proxy statement and was not approved, receiving the support of only 6% of shares voted. We do not believe that having our Board provide a report on how we are protecting retirement plan beneficiaries from climate risk in default investment options is an appropriate mechanism to provide for prudent stewardship of our retirement plans in accordance with applicable law, nor would this report provide additional information or value to our shareholders. As a result, our Board recommends AGAINSTthis proposal for the reasons more specifically described below.
For the reasons set forth above, our Board unanimously recommends AGAINST this proposal.
Proposal 4: |
Shareholder Proposal | ||||||
Our Board unanimously recommends that shareholders vote | ||||||
The following proposal and supporting statement were submitted by John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, CA 90278.
Supporting Statement
PROPOSAL 9 - REPORT ON CORPORATE CLIMATE LOBBYING IN LINE WITH PARIS AGREEMENT
Whereas:The Intergovernmental Panel on Climate Change has advised that greenhouse gas (GHG) emissions must be halved by 2030Silva and reach net zero by 2050 in order to limit global warming to 1.5°C and avoid the worst impacts of climate change. Every incremental increase in temperature above 1.5°C will entail increasingly severe physical, transition, and systemic risks for companies and investors alike.
In its 10-K, Comcast Corporation (“Comcast” or “the Company”) acknowledges that “natural disasters, severe weather and other uncontrollable events could adversely affect our business, reputation and results of operations.” Such events are expected to become more frequent and more severe as climate change worsens.
The Company’s current climate strategy fails to address its full carbon footprint, notably its full Scope 3 footprint, which is its largest emissions source. Comcast’s targets have also not been third-party verified for 1.5°C alignment. While its subsidiary Sky has set a near-term 1.5°C-aligned target and committed to net zero through the Science Based Targets initiative (SBTi), Sky produces a minority of Comcast’s total Scope 1 and 2 emissions1 and likely a minority of its Scope 3 footprint, but this information is not disclosed.
Competitors across Comcast’s business segments, including AT&T, Netflix, Paramount, Sony, T-Mobile, and Verizon, have set, or committed to set, science-based GHG reduction targets through SBTi. SBTi-validated targets give investors confidence that companies are addressing their material carbon footprint in line with limiting warming to 1.5°C. Furthermore, competitors like T-Mobile, Verizon, and Walt Disney have quantitative, timebound targets for renewable energy.
Investors increasingly seek disclosure of how companies are addressing climate risk and planning to transition their business models in line with limiting warming to 1.5°C. To assist companies in developing viable transition plans, groups including We Mean Business, State Street Global Advisors, and the Task Force on Climate-Related Financial Disclosures have provided guidance.
Comcast must take additional action to comprehensively address its climate impact and mitigate both the physical risks to its operations and the transition risks associated with new regulation and a global shift to a clean energy economy. Investors believe adopting 1.5°C-aligned science-based targets for its full material carbon footprint will help the Company mitigate these risks.
Resolved:Shareholders request Comcast issue near and long-term science-based GHG reduction targets aligned with the Paris Agreement’s ambition of maintaining global temperature rise to 1.5°C and summarize plans to achieve them. The targets should cover the Company’s full range of operational and supply chain emissions.
Supporting Statement:In assessing targets, we recommend:
Company Response to Shareholder Proposal
We recognize the importance of reducing our greenhouse gas (“GHG”) emissions and take the issue of climate change seriously. However, after careful consideration, our Board recommends a vote AGAINSTthis proposal, as we believe that its overly broad and prescriptive approach is not in the best interest of our company and shareholders, particularly in light of the actions we are already taking to address climate change.
In particular:
We are proud of the progress we have made and our commitment to transparency, and we believe that our existing efforts fully respond to the spirit of the proposal, as described in further detail below.
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We already have set 2035 carbon neutrality goals for our Scope 1 and 2 GHG emissions and have committed to set near-term science-based Scope 1, 2 and 3 GHG reduction targets with the SBTi.
In 2021, we set a goal to be carbon neutral by 2035 for Scope 1 and 2 GHG emissions across our global operations, using 2019 as our base year. We have since been publicly reporting on progress toward that goal on an annual basis.
We continue to make significant progress toward reducing our carbon footprint and reaching our goals in a responsible and realistic manner.
We have reduced our Scope 1 and 2 GHG emissions by 28% between our 2019 base year and 2021, and we believe we are on a trajectory for our Scope 1 and 2 GHG emissions to be aligned with the Paris Agreement’s ambition of maintaining global temperature rise to 1.5°C. Our efforts to achieve our carbon neutral goal are focused on the following items.
With respect to emissions throughout our upstream and downstream value chain that comprise our estimated Scope 3 emissions, we have started collecting information from many of our large suppliers about their emissions reduction plans, to the extent those reductions are within their control, which may help inform how we develop future supplier engagement programs. Our Code of Conduct for Suppliers and Business Partners also includes guidance on business continuity and sustainable practices. In addition, we estimate that our longstanding collaboration with industry peers to collectively improve the energy efficiency of TV set-top boxes has cut the aggregate energy use of set-top boxes by 57% in the United States, preventing nearly 64 million metric tons of CO2 emissions since we began collaborating nearly a decade ago.
Setting long-term Scope 3 goals at this time is subject to significant uncertainties and would distract from our tangible progress without adding meaningful direction or accountability.
We believe our existing actions already meet the proposal’s request for pursuing near-term science-based GHG reduction targets across the full range of Comcast’s Scope 1, 2 and 3 emissions. However, we disagree with the proposal’s insistence to prematurely set a longer-term Scope 3 net zero goal.
Our Board believes our senior management team, with oversight from our Board, is best positioned to set, manage and – as appropriate – adjust our decarbonization goals in light of dynamic political, economic, regulatory, scientific and geopolitical conditions.
We believe that the proposal’s solution is overly prescriptive in its demands for a long-term, Scope 3 net zero target and, as discussed above, fails to appreciate the complexity of significant long-term uncertainties and the business challenges of navigating dynamic political, economic, regulatory, scientific and geopolitical conditions. We believe that our senior management team – who remains committed to advancing our environmental sustainability efforts, including meeting our decarbonization goals – is best-positioned to manage this process based on our operational realities, financial planning processes and real-time assessment of dynamic conditions. We have two management committees that oversee governance of environmental sustainability for the enterprise – a senior executive-level committee and an operational committee. The Executive Environmental Committee, which includes our President, Chief Financial Officer and Chief Legal Officer, meets periodically with members of an Environment Operating and Governance Committee, chaired by our Senior Vice President of Corporate Strategy and Environmental Sustainability, to assess and manage climate-related risks and opportunities, to review and approve environmental sustainability strategy, targets and results and to prioritize activities from a financial planning perspective that will have the most significant impact to help us attain our 2035 carbon neutral goal. Our management team periodically reports to the Board or its committees on sustainability matters, including with respect to our 2035 carbon neutral goal, and progress toward our sustainability goals represents a portion of our management team’s annual bonus.
Comcast is dedicated to transparent reporting on its sustainability efforts.
We currently provide transparent reporting on our sustainability efforts based on the Greenhouse Gas Protocol, including through annual reports on our ESG Reporting website at www.cmcsa.com/esg-reporting such as our (i) Carbon Footprint Data Report, which is a comprehensive account of our environmental metrics, (ii) TCFD reports, (iii) SASB reports, (iv) Impact Reports and (v) CDP Climate Change survey. As we set and strive toward our science-based Scope 1, 2 and 3 goals in the coming years, we are likewise committed to providing transparent reporting on these efforts.
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For the reasons set forth above, our Board unanimously recommends AGAINST this proposal.
The following proposal and supporting statement were submitted by Stephen Schewel,Shana Weiss, c/o Arjuna Capital, 13 Elm Street, Manchester, MA 01944.
Supporting Statement
Political Contributions andExpenditures Misalignment with Company Values Alignment
WHEREASWHEREAS: : Comcast Corporation (“Comcast”) makesis one of the nation’s largest corporate political spenders. In 2022, the Company contributed about 14 million dollars to lobbying, 9 million dollars to political contributions, to numerous individual and organizational recipients from the corporate treasury and through political action committees (“PACs”). Comcast’s politically-focused expenditures appear to be misaligned with its public statements on Company values, views, and operational practices.
For example, Comcast has stated, “Voting is fundamental to our democracy. We believe that all Americans should enjoy equitable access to secure elections and we have long supported and promoted voter education, registration and participation campaigns across the country to achieve that goal. Efforts to limit or impede access to this vital constitutional right for any citizen are not consistent with our values.”1 Yet during the 2022 election cycle, Comcast contributed at least 447,50014 million dollars to members of Congress who opposed federal voting rights legislation.trade associations and nonprofit organizations.21
Comcast’sComcast states that its PAC Board and Vice President of Political Affairs review political contributions against criterion listed in its Statement on Political and Trade Association Activities saysActivity. The Company states its contributions are bipartisan, and that “no one criterion or public policy position determines whether a candidate receives a contribution.”2
Given the sheer volume of Comcast’s political spending and because spending decisions are not based solely on one public policy decision, it seeksis crucial Comcast provides greater transparency into its political spending decision-making and regularly monitors for corporate values alignment. Especially in the current environment of increased political scrutiny, transparency into political spending alignment provides assurance the Company is adhering to its stated business interests and values.
Inconsistencies in Comcast’s stated political spending criterion and contributions may pose significant risks to the Company’s business and reputation. For example, Comcast states it supports candidates whothat “respect democracy and the rule of law.”3 Yet, in the 2022Comcast supports politicians who advanced fictitious stolen 2020 election cycle, the Company contributed at least 107,000 dollarsnarratives. Continued support of these politicians may contribute to members of Congress who rejected certificationa denigration of the 2020 presidential election on January 6, 2021.4United States’s political stability, ultimately jeopardizing Comcast’s business interests.
Additionally, Comcast promotescontributes to candidates who “support policies that make it easier to hire and retain a number of initiatives designed to advance gender equity within the company, with a goal to have representation within every level of the company reach 50 percent for women. However, according to public records, the Proponent estimates since the beginning of the 2020 election cycle,skilled workforce.” Yet, Comcast has contributed at least 8 million dollars to political recipients working to weaken access to reproductive health care. Limiting access to reproductive health care, is shownwhich undermines the Company’s ability to reduce women’s retention in the workforce, an incongruency with Comcast’s representation goals.5attract and retain female talent within restrictive states.
The Center for Political Accountability’s Model Code of Conduct advises companies to conduct a political spending misalignment review to mitigate reputational and business risks.3 Comcast has committed to achieving carbon neutrality in its Scope 1 and 2 emissions across global operations by 2035. However, Comcast is a member ofshould establish transparent reporting on political spending misalignment so shareholders have greater insight into how the U.S. Chamber of Commerce, which has long and consistently lobbied to constrain U.S. climate regulations.Company balances competing interests when making political contributions.
RESOLVED:Shareholders request that Comcast publish aan annual report, at reasonable expense, analyzing the congruence of the Company’s political and electioneering expenditures during the preceding year against publicly stated company values and policies, listing and explaining any instancestrends of incongruent expenditures, and stating whether the Company has made, or plans to make, changes in contributions or communications to candidates as a result of identified incongruencies.
SUPPORTING STATEMENT:Proponents recommend, at Board and management discretion, thatComcast report metrics illuminating the degree to which political contributions align with stated values and policy priorities year over year, and present such metrics in the aggregate. Proponents recommend the report also includecontain management’s analysis of risks to the CompanyCompany’s brand reputation, or shareholder valuereputation associated with expenditures in conflict with its publicly stated company values. Incongruent expenditures may include donations to political recipients working to reduce abortion access, eliminate climate regulations, or reduce voting rights, amongst others. “Electioneering expenditures” means spending, from the corporate treasury and from its PACs, during the PACs,year, directly or through a third party, at any time during the year,parties, which are reasonably susceptible to interpretation as being in support of or in opposition to a specific candidate.
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Company Response to Shareholder Proposal
This proposal, in nearly identical form, appeared in our 2023 proxy statement, with over 80% of our shareholders voting against it. Our Board concluded then, and continues to believe now, that this proposal is not in the best interest of our shareholders as described below.
We believe that it is both important and necessary to engage in the political process to protect our company, and ultimately our shareholders, particularly in light of the highly-regulated communications and media/entertainment industries in which we operate. Our current policies, practices and disclosures provide meaningful transparency and accountability with respect to our political activities – ranking us among companies with best-in-class transparency, as evidenced by our “trendsetter”“Trendsetter” designation in the 20222023 CPA-Zicklin Index. Moreover, our Board and management team have implemented robust governance processes and oversight of these matters.
The proposal is misguided in its attempt to define our company’s ‘values’ by selectively highlighting statements and initiatives and drawing conclusions about perceived misalignment to those values. We contribute to a wide range of candidates across parties who appreciate the significance and complexity of the legislative and regulatory challenges confronting our business, and support public policy that promotes our business interests and free market principles. While business-specific issues are the primary drivers of our political contribution criteria, our political contributions are not incongruent with values that guide us as a company: having an entrepreneurial spirit, acting with integrity, having respect for others and giving back to our communities. Particularly when our own employees and customers throughout the country have a broad range of political and other beliefs, we believe that our measured, broad and bipartisan approach to political giving is consistent with both our business interests and values.
As a result, our Board recommends a vote AGAINSTthis proposal, as it will divert management attention and resources to produce an annual report that yields little incremental benefit in light of our existing robust policies, practices and disclosures.
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We provide extensiveExtensive public disclosure on our political activities, including our political contributions.contributions
Significant and detailed information with respect to our Government Affairs and political activities programs areis set forth in our Statement on Political and Trade Association Activity (the “Statement”), which is available for review at https://corporate.comcast.com/values/integrity/activity. As noted in the Statement:
● | We provide a semi-annual report of our contributions to federal, state and local candidates, political parties, political committees, other political organizations exempt from federal income taxes under Section 527 of the Internal Revenue Code and ballot measure committees. |
● | We provide an annual report of trade organizations organized under Internal Revenue Code Sections 501(c)(6) and 501(c)(4) to which we contribute at least $50,000 per year, where a portion of the contributions is identified as used for nondeductible lobbying or political expenditures, as well as the nondeductible portion of the payments. |
● | Our federal advocacy disclosure reports filed with the U.S. Congress are available at http://disclosures.house.gov/ld/ldsearch. We also file state and local lobbying reports according to state and local regulatory requirements, which are publicly available. |
● | We do not (either directly or through our corporate directors, officers or certain other senior executives) make independent expenditures or contribute to federal, state or local political committees that only make independent expenditures (so-called “SuperPACs”) or contribute to any organization for the purpose of funding independent expenditures. |
● | We do not |
As a result of our extensive disclosures, we have been recognized as a leader in providing the highest level of political transparency and accountability and were recognized in 20222023 as a “trendsetter”“Trendsetter” – the highest possible ranking – by the CPA-Zicklin Index.
OurAlignment of engagement in the political process aligns with our business mission.mission
As one of the world’s largest media and technology companies, laws at the federal, state and local levels may have a significant impact on our company and shareholders. As disclosed in the Statement:
53 | 2024 Proxy Statement |
● | We participate in the political process in a bipartisan manner, guided by the best interests of our company. In general, candidates we support demonstrate consistency with respect to their policy positions and legislative records related to our business interests and free market principles, which in turn helps us to deliver sustainable long-term success. The Statement provides a further detailed list of specific contribution criteria. |
● | Contributions are made without regard for the personal political preferences of our officers or directors. |
● | No one criterion or public policy position determines whether a candidate receives a contribution, and a contribution is not an endorsement of every position taken by an official on every issue. In addition to considering our business objectives, we are aware that there are other issues that impact our customers and employees. While we may consider some of these issues in our contribution review process, we address them more directly through our active involvement in the communities we serve and our commitment to using our programming, partnerships and charitable giving to create positive change and a more |
Certain third-party advocacy organizations may put pressure on companies to make or refrain from making political contributions in line with the organization’s political goals. This may include criticism of corporate contributions to an individual candidate where such candidate does not align with the third party’s own political goals, even if the company’s contribution was driven by an important business consideration. While we may consider non-business issues as part of our contribution review process, we believe that our company and our shareholders are best served by us conducting our political activities in a bipartisan manner focused on our business priorities rather than in a partisan politicized manner, particularly when our own employees and customers throughout the country have a broad range of political and other beliefs.
We also make our voice heard through participation in trade associations and by supporting advocacy organizations. We support these organizations for a variety of reasons, ranging from our interest in the community, to taking advantage of industry expertise, or because they have common goals and interests on key strategic policy and business issues. Our participation in trade associations, particularly those representing a range of industry sectors, comes with the understanding that we might not agree with every position held by the association or its other members, and that some misalignment is an unavoidable consequence of any collective endeavor. We respect the independence and agency of trade associations and third parties to shape their own policy agendas, events and advocacy positions, and our participation does not mean that we endorse the organization’s entire agenda, its events or advocacy positions, nor the views of its leaders or members. However, we regularly monitor the positions of these associations to assess alignment with our own and, if there is a significant inconsistency on a core priority of our company, we will convey our concerns to these associations or otherwise engage with the association to address the matter.
TheCompany and Board governance and oversight of political activities
Pursuant to its charter, our GCR Committee, composed entirely of independent directors, is responsible for overseeing our political, lobbying and trade association activities, including evaluation of both the oversight processbenefits of and risks posed by our political spending, including any potential incongruency with company values and our contribution criteria. The GCR Committee, and at times the full Board, is robust.receive periodic reports on our political, lobbying and trade association activities, which at times include a discussion of benefits and risks from these activities. We made several enhancements to our Statement in 2023, including as a result of engagement with our stakeholders:
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With respect to contribution criteria, we added that, in addition to considering the business objectives set forth in the Statement, we may consider other issues that impact our customers and employees in our contribution review process, although we address those issues more directly through our direct involvement in the communities we serve. | |
● | With respect to Board oversight, in alignment with the CPA-Zicklin Model Code of Conduct for Corporate Political Spending, we added that the Board’s oversight of political, lobbying and trade association activities includes consideration of both the benefits of and risks posed by these activities. |
● | With respect to trade association activities, we noted that, while some misalignment is an unavoidable consequence of any collective endeavor, we regularly monitor the positions of these organizations to assess alignment with our own and, if there is a significant inconsistency on a core priority of our company, we convey our concerns to the association. |
● | All corporate and PAC political contribution requests are thoughtfully and rigorously reviewed and approved by a member of our PAC Board and the Vice President of Political Affairs and are reviewed by inside and/or outside legal counsel, as appropriate. Additionally, all contributions to 501(c)(4) organizations are carefully reviewed and approved by the Vice President of Political Affairs and are reviewed by inside and/or outside legal counsel, as appropriate. Further, participation in trade associations is subject to approval by our Chief Legal Officer. |
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For the reasons set forth above, our Board unanimously recommends AGAINST this proposal.
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The following proposal and supporting statement were submitted by the National Legal and Policy Center, 107 Park Washington Court, Falls Church, VA 22046.
Supporting Statement
Communist China Risk Audit
RESOLVED:
Shareholders request that, beginning in 2023, Comcast Corporation report annually to shareholders on the nature and extent to which corporate operations depend on, and are vulnerable to, Communist China, which is a serial human rights violator, a geopolitical threat, and an adversary to the United States. The report should exclude confidential business information but provide shareholders with a sense of the Company’s reliance on activities conducted within, and under control of, the Communist Chinese government.
Supporting Statement:
CNN reported1 in 2021 that “Beijing has made it clear that multinational corporations have to follow its rules if they wish to operate in the country, and gaining favor can require ... abiding by restrictive regulations ... Many companies have traditionally been willing to play along, given how enticing the giant economy is as a market.”
As one example of Comcast’s exposure in China, subsidiary NBCUniversal opened Phase 1 of the Universal Beijing Resort in September 2021, after winning approval from the communist government more than a decade earlier. CEO Brian Roberts expected the project to generate more than $1 billion per year in revenue for the Company.2 A Chinese state-controlled entity owns 70 percent of the venture.3 The Company also relies on the market to release its films and media content.
China is a serial violator of human and political rights.
China is also a hostile adversary of the U.S. for many reasons, including:
China - and by extension the companies it controls - is also identified in the U.S. State Department’s 2022 Trafficking in Persons Report as a state sponsor of human trafficking.
A July 2022 joint statement from the leaders of the British and American domestic intelligence agencies warned that the Communist Chinese Party is the greatest threat to the international order. “We consistently see that it’s the Chinese government that poses the biggest long-term threat to our economic and national security, and by ‘our,’ I mean both of our nations, along with our allies in Europe and elsewhere,” said FBI Director Christopher Wray.
Given the controversial, if not dangerous, nature of doing business in and with China, shareholders have the right to know the extent to which Comcast Corporation’s business operations depend on Communist China.
Company Response to Shareholder Proposal
We believe that the proposal is driven by misplaced assumptions regarding our company’s existing commitment to human rights and fails to take into account our existing risk management programs, human rights policies and initiatives, and oversight by our Board. Further, given our existing disclosures, including our filings with the SEC and publicly available human rights policies, our Board believes that preparing the report requested by the proponent would not provide additional information of value for our shareholders and would divert management’s attention and resources away from our existing human rights efforts. As such, our Board believes that the proposal is not in the best interests of our company or shareholders and recommends AGAINST it.
In particular:
For the reasons set forth above, our Board unanimously recommends AGAINST this proposal.
Information about Stock Ownership
Outstanding Shares and Voting Rights
At the close of business on April 3, 2023,1, 2024, the record date, we had outstanding 4,168,775,1653,925,192,884 shares of Class A common stock and 9,444,375 shares of Class B common stock.
On each matter to be voted on, the holders of Class A common stock and Class B common stock will vote together. As of the record date, each holder of Class A common stock is entitled to 0.067970.07218 votes per share and each holder of Class B common stock is entitled to 15 votes per share.
We must have a quorum to carry on the business of the annual meeting of shareholders. This means that, for each matter presented, shareholders entitled to cast a majority of the votes that all shareholders are entitled to cast on that matter must be represented at the meeting, either by proxy or by attending the meeting. If the meeting is adjourned for one or more periods aggregating at least five days due to the absence of a quorum, those shareholders who are entitled to vote and who attend the adjourned meeting, even though they do not constitute a quorum as described above, will constitute a quorum for the purpose of electing directors at such reconvened meeting. If the meeting is adjourned for one or more periods aggregating at least 15 days due to the absence of a quorum, shareholders who are entitled to vote and who attend the adjourned meeting, even though they do not constitute a quorum as described above, will constitute a quorum for the purpose of acting on any matter described in this proxy statement other than the election of directors.
The director candidates who receive the most votes will be elected to fill the available seats on our Board. Approval of the other proposals requires the favorable vote of a majority of the votes cast. Only votes for or against a proposal count for voting purposes.purposes on those proposals. Withheld votes in regard to the election of directors, abstentions and broker nonvotes count for quorum purposes, but have no effect on the outcome of the proposals. Broker nonvotes occur on a matter when a bank, brokerage firm or other nominee is not permitted by applicable regulatory requirements to vote on that matter without instruction from the owner of the shares and no instruction is given. Absent instructions from you, your broker may vote your shares on the ratification of the appointment of our independent auditors, but may not vote your shares on the election of directors or any of the other proposals.
Principal Shareholders
This table sets forth information as of December 31, 20222023 about persons we know to beneficially own more than 5% of any class of our voting common stock.
TITLE OF VOTING CLASS | NAME AND ADDRESS OF BENEFICIAL OWNER | AMOUNT BENEFICIALLY OWNED | PERCENT OF CLASS | |||
Class A common stock | The Vanguard Group 100 Vanguard Blvd., Malvern, PA 19355 | |||||
Class A common stock | BlackRock, Inc. 55 East 52nd Street, New York, NY 10055 | |||||
Class B common stock | Brian L. Roberts One Comcast Center, Philadelphia, PA 19103 | 9,444,375(3) | 100% |
(1) | This information is based upon a Schedule 13G/A filing with the SEC on February |
(2) | This information is based upon a Schedule 13G/A filing with the SEC on February |
(3) | Includes |
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Security Ownership of Directors and Executive Officers
This table sets forth information about the amount of common stock beneficially owned by (i) our current directors (all of whom, other than Mr. Hassell and Ms. Montiel, are also director nominees), (ii) the NEOs listed in “Executive Compensation Tables – Summary Compensation Table” and (iii) our current directors and executive officers as a group. No shares of common stock held by our directors or executive officers are held in margin accounts or have been hedged or pledged.
AMOUNT BENEFICIALLY OWNED(1) | PERCENT OF CLASS | |||||||||||||||||||||
AMOUNT BENEFICIALLY OWNED(1) | AMOUNT BENEFICIALLY OWNED(1) | PERCENT OF CLASS | ||||||||||||||||||||
NAME OF BENEFICIAL OWNER | CLASS A(2) | CLASS B | CLASS A(2) | CLASS B | CLASS A(2) | CLASS B | CLASS A(2) | CLASS B | ||||||||||||||
Jason S. Armstrong | 536,173 | — | * | — | ||||||||||||||||||
Kenneth J. Bacon | 36,831 | — | * | — | 41,990 | — | * | — | ||||||||||||||
Thomas J. Baltimore, Jr. | 5,196 | (3) | — | * | — | 13,589 | (3) | — | * | — | ||||||||||||
Madeline S. Bell | 44,539 | (4) | — | * | — | 50,838 | (4) | — | * | — | ||||||||||||
Louise F. Brady | 7,362 | — | * | — | ||||||||||||||||||
Edward D. Breen | 113,611 | — | * | — | 55,973 | — | * | — | ||||||||||||||
Michael J. Cavanagh | 4,932,946 | (5) | — | * | — | 5,904,276 | (5) | — | * | — | ||||||||||||
Gerald L. Hassell | 184,553 | — | * | — | 195,712 | — | * | — | ||||||||||||||
Jeffrey A. Honickman | 379,928 | (6) | — | * | — | 396,577 | (6) | — | * | — | ||||||||||||
Jennifer Khoury | 351,428 | — | * | — | ||||||||||||||||||
Wonya Y. Lucas | 4,214 | — | * | — | ||||||||||||||||||
Maritza G. Montiel | 21,593 | (7) | — | * | — | 27,335 | (7) | — | * | — | ||||||||||||
Asuka Nakahara | 56,437 | — | * | — | 66,300 | — | * | — | ||||||||||||||
David C. Novak | 378,115 | (8) | — | * | — | 387,873 | (8) | — | * | — | ||||||||||||
Thomas J. Reid | 576,505 | — | * | — | ||||||||||||||||||
Brian L. Roberts | 32,233,621 | (9) | 9,444,375 | (10) | * | 100% | (10) | 31,345,338 | (9) | 9,444,375 | (10) | * | 100 | % | (10) | |||||||
Jeff Shell | 1,093,911 | (11) | — | * | — | |||||||||||||||||
Dana Strong | 599,754 | — | * | — | ||||||||||||||||||
David N. Watson | 3,090,487 | (12) | — | * | — | |||||||||||||||||
All directors and executive officers as a group (15 persons) | 39,720,599 | 9,444,375 | * | 100 | % | |||||||||||||||||
All directors and executive officers as a group (17 persons) | 40,268,422 | 9,444,375 | * | 100 | % |
* | Less than 1% of the outstanding shares of the applicable class. |
(1) | Beneficial ownership as of |
(2) | Includes beneficial ownership of the following number of shares for which the following persons hold options exercisable on or within 60 days of |
Includes beneficial ownership of the following number of shares underlying stock units held by the following persons that vest on or within 60 days of | |
Includes the following number of shares that will be paid at a future date in stock under our deferred compensation plans for the following persons: Mr. Baltimore, 12,468; Ms. Bell, | |
(3) | Includes 477 shares held by his spouse. |
(4) | Includes 2,200 shares held jointly by her and her spouse and 400 shares held by her spouse. |
(5) | Includes 238,540 shares and 1,167,777 shares underlying options held by a trust of which his spouse is a trustee. |
(6) | Includes 20,150 shares held by trusts of which he is a trustee. |
(7) | Includes 425 shares held in an individual retirement account. |
(8) | Includes 500 shares held by family trusts. |
(9) | Includes 286,044 shares owned by his spouse; |
(10) | See footnote (3) under “— Principal Shareholders” above. |
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Delinquent Section 16(a) Reports
Our directors and executive officers file reports with the SEC pursuant to Section 16(a) of the Exchange Act indicating the number of shares of any class of our equity securities they owned when they became a director or executive officer and, after that, any changes in their ownership of our equity securities. Based on our review of such reports and written representations from the individuals required to file the reports, we believe that all filings required to be made by our reporting persons for 20222023 were made on a timely basis.basis, other than a late Form 4 filing on behalf of Thomas J. Reid with respect to one transaction and an amendment to each of the Form 3s filed on behalf of Jason S. Armstrong and Jennifer Khoury to report holdings which were inadvertently omitted from the Form 3s originally filed.
Compensation of Directors
Director Compensation Program
From time to time, the CHC Committee directs an independent compensation consultant to provide analyses with respect to various nonemployee director compensation data. Korn Ferry last provided this analysis in 2021. For 2022, our2023. Pursuant to Korn Ferry’s recommendations in 2023, the CHC Committee recommended and the Board approved certain changes to nonemployee directors receiveddirector 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 FEES | COMMITTEE MEMBERSHIP FEES FOR EACH BOARD COMMITTEE | |
The annual retainer may be received, at the election of the nonemployee director, in shares of Class A common stock, the receipt of which may be deferred in whole or in part. The receipt of the annual stock grant (which is fully vested upon grant) also may be deferred in whole or in part, as may any fees received by a director. Deferred fees must be invested notionally in a third-party mutual or exchange fund or our Class A common stock fund (with dividends being reinvested in Comcast stock).
A director emeritus receives an annual cash payment equal to the fair market value of our annual stock grant and the same annual Board retainer as provided above for nonemployee directors for the first year of service and remains eligible for participation in our deferred compensation plans as an active participant for the first two years of service.
Nonemployee directors and directors emeritus are reimbursed for travel expenses for meetings attended and are provided with our high-speed internet, video, voice and home security and automation services at two residences, if in our service areas, at no cost during the time they serve, and for five years thereafter.
Director Stock Ownership Policy
Our nonemployee director stock ownership policy requires our nonemployee directors to hold a number of shares of our common stock having a value equal to five times the director’s annual cash retainer. Each nonemployee director has a period of five years following his or her first year of service to reach this ownership requirement. For purposes of this policy, “ownership” includes 60% of any deferred shares. In determining compliance, the CHC Committee may consider any noncompliance that occurs solely or primarily as a result of a decline in the market price of our stock. All nonemployee directors satisfied the requirements of our stock ownership policy in 2022.2023.
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Director Compensation
The following table sets forth specified information regarding the compensation of our nonemployee directors in 2022.2023. No information is provided for Mr. Roberts, who is an employee director and does not receive compensation for his services as a director.director, or for Ms. Lucas, who joined our Board in April 2024.
NAME | FEES EARNED OR PAID IN CASH(1) ($) | STOCK AWARDS(2) ($) | TOTAL ($) | FEES EARNED OR PAID IN CASH(1) ($) | STOCK AWARDS(2) ($) | TOTAL ($) | |||||
Kenneth J. Bacon | 130,000 | 195,005 | 325,005 | 137,500 | 225,006 | 362,506 | |||||
Thomas J. Baltimore, Jr. | 123,750 | 371,257 | 495,007 | ||||||||
Madeline S. Bell | 122,500 | 195,005 | 317,505 | 125,625 | 225,006 | 350,631 | |||||
Naomi M. Bergman(3) | 62,500 | — | 62,500 | ||||||||
Louise F. Brady | 33,750 | 281,273 | 315,023 | ||||||||
Edward D. Breen | 150,000 | 195,005 | 345,005 | 152,500 | 225,006 | 377,506 | |||||
Gerald L. Hassell | 125,000 | 195,005 | 320,005 | ||||||||
Gerald L. Hassell(3) | 127,500 | 225,006 | 352,506 | ||||||||
Jeffrey A. Honickman | 162,500 | 195,005 | 357,505 | 165,625 | 225,006 | 390,631 | |||||
Maritza G. Montiel | 125,000 | 195,005 | 320,005 | ||||||||
Maritza G. Montiel(3) | 127,500 | 225,006 | 352,506 | ||||||||
Asuka Nakahara | 125,000 | 195,005 | 320,005 | 127,500 | 225,006 | 352,506 | |||||
David C. Novak | 125,000 | 195,005 | 320,005 | 127,500 | 225,006 | 352,506 |
(1) | This column represents all cash retainers and meeting fees earned by our nonemployee directors in |
(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 |
(3) | Mr. Hassel and Ms. |
Related Party Transactions Policy and Certain Transactions
We review all transactions, except for certain de minimis transactions as set forth in our related party transactions policy, involving us in which any of our directors, director nominees, significant shareholders and executive officers and their immediate family members are participants, to determine whether such person has a direct or indirect material interest in the transaction. All directors, director nominees and executive officers are required to promptly notify our Chief Legal Officer of any proposed transaction involving us in which such person has a direct or indirect material interest. The proposed transaction is then reviewed by either the independent members of our Board as a whole, the GCR Committee or the Audit Committee to determine whether the proposed transaction is a related party transaction under our policy. In reviewing any related party transaction, the independent members of the Board as a whole, the GCR Committee or the Audit Committee will determine whether or not to approve or ratify the transaction based on all relevant facts and circumstances, including the following:
● | the materiality and character of the related person’s interest in the transaction; |
● | the commercial reasonableness of the terms of the transaction; |
● | the benefit and perceived benefit, or lack thereof, to our company; |
● | the opportunity costs of alternate transactions; and |
● | the actual or apparent conflict of interest of the related person. |
If the reviewing body determines that a transaction has potential conflict of interest issues and other circumstances warrant, it may also recommend that a special committee review the transaction. After such review, the reviewing body approves or ratifies the transaction only if it determines that the transaction is in, or not inconsistent with, the best interests of our company and our shareholders. Our related party transactions policy is posted under “Corporate Governance” in the Investors section of our website at www.cmcsa.com.
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www.cmcsa.com.Table of Contents
Related Party Transactions
In connection with Mr. Roberts’ use of an aircraft he leases from a third party, we have agreed to provide various operational services for the aircraft for Mr. Roberts and his immediate family members, including by providing pilots and performing general operational and maintenance services. Pursuant to this agreement, Mr. Roberts is responsible for reimbursing us for the costs we incur in operating and maintaining the aircraft. For 2022, Mr. Roberts paid us an aggregate of approximately $262,000 related to this agreement.
Mr. Roberts’ son is an employee of Comcast Spectacor, one of our business units. He received approximately $703,000$902,000 in compensation from us and also participated in our employee benefit plans on the same basis as other similarly situated employees in 2022.2023.
Mr. Cavanagh’s daughter is an employee of Comcast Corporation. She received approximately $147,000 in compensation from us and also participated in our employee benefit plans on the same basis as other similarly situated employees in 2023.
Other Information
Who May Vote
Holders of record of Class A and Class B common stock of Comcast at the close of business on April 3, 20231, 2024 may vote at the annual meeting of shareholders. The Notice of Internet Availability of Proxy Materials (the “Notice”) is being mailed, and this proxy statement is being made available, to our shareholders beginning on or about April 28, 2023.26, 2024.
Participating and Voting at the Meeting
Attendance at the meeting for purposes of voting and asking questions is limited to shareholders of record on April 3, 2023.1, 2024. Please be sure to have your proxy voting card or notice with you so that you may access your 16-digit control number to log on to the meeting. If your shares are held in the name of your bank, brokerage firm or other nominee, please have your voting instruction form received from your bank, brokerage firm or other nominee, which will contain the relevant control number.
If you encounter any difficulties accessing the virtual meeting, please call the technical support number that will be posted on the meeting login page. If there are any technical issues in convening or hosting the meeting, we will promptly post information to the Investors section of our website at www.cmcsa.com, including information on when the meeting will be reconvened. If your shares are held in the name of your bank, brokerage firm or other nominee and you have any questions about your control number, please contact the bank, brokerage firm or other nominee that holds your shares.
Conduct of the Meeting
The Chairman of our Board (or any other person designated by our Board) has broad authority to conduct the annual meeting of shareholders in an orderly manner. This authority includes establishing and enforcing rules of conduct, which will be available at the meeting online, for shareholders who wish to participate in the meeting. We have structured our virtual meeting to provide shareholders the same rights as if the meeting were held in person, including the ability to vote shares electronically during the meeting and ask questions in accordance with the rules of conduct for the meeting. Questions may be submitted during the meeting in the online question box provided at the meeting. Questions submitted in accordance with the rules of conduct generally will be addressed in the order received (both with respect to specific agenda items and the general question and answer session) and will be read as submitted, unless the question is duplicative of a question already asked and answered or is deemed profane or otherwise inappropriate, in which case the question may be edited or paraphrased.
How to Vote
You may vote at the meeting or by proxy before the meeting. We recommend that you vote by proxy even if you plan to participate in the meeting. You can always change your vote at the meeting.
How Proxies Work
Our Board of Directors is asking for your proxy. Giving us your proxy means you authorize us to vote your shares at the meeting in the manner you direct. You may vote for all, some or none of our director candidates. You also may vote for or against the other proposals or abstain from voting.
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You can vote by proxy before the meeting in any of the following ways:
Internet | |||||||
Go to www.proxyvote.comor scan the QR code on your Notice or proxy card with a smartphone or tablet, and then follow the instructions outlined on the secure website. | Call toll free 1-800-690-6903 and follow the instructions provided on the recorded message. If you hold shares beneficially, through a broker, brokerage firm, bank or other nominee, please refer to the instructions your broker, brokerage firm, bank or other nominee provided to you regarding voting by telephone. | Complete, sign and date your proxy card and return it in the enclosed envelope. |
If you vote via the internet or by telephone, your vote must be received by 11:59 p.m. Eastern Time on June 6, 2023.9, 2024.
If your shares are held in the name of your bank, brokerage firm or other nominee, please follow the voting instructions you received from your bank, brokerage firm or other nominee.
If you give us your signed proxy but do not specify how to vote, we will vote your shares (i) in favor of (a) the director candidates, (b) the ratification of the appointment of our independent auditors (c) the approval of the Comcast Corporation 2023 Omnibus Equity Incentive Plan, (d) the approval of the Amended and Restated Comcast Corporation 2002 Employee Stock Purchase Plan, (e)(c) the approval, on an advisory basis, of our executive compensation and (f) conducting the advisory vote on executive compensation every “one year”;compensation; and (ii) against each of the shareholder proposals.proposal.
Matters to be Presented
We are not aware of any matters to be presented at the meeting other than those described in this proxy statement. If any matters not described in this proxy statement are properly presented at the meeting, the proxies will use their own judgment to determine how to vote your shares. If the meeting is postponed or adjourned, the proxies will vote your shares on the new meeting date in accordance with your previous instructions, unless you have revoked your proxy.
Revoking a Proxy
You may revoke your proxy before it is voted by:
● | submitting a new proxy with a later date, including a proxy given via the internet or by telephone; |
● | notifying our Secretary in writing before the meeting at the address given below; or |
● | voting in person at the meeting. |
Notice of Electronic Availability of Proxy Materials
Pursuant to the rules of the SEC, we are making this proxy statement and our Annual Report on Form 10-K available to our shareholders electronically via the internet. In compliance with this e-proxy process, on or about April 28, 2023,26, 2024, we mailed to our shareholders of record and beneficial owners the Notice containing instructions on how to access this proxy statement and our Annual Report on Form 10-K via the internet and how to vote online. As a result, you will not receive a paper copy of the proxy materials unless you request one. All shareholders may access the proxy materials on the website referred to in the Notice and in this proxy statement and request to receive a set of the proxy materials by mail or electronically, in either case, free of charge. If you would like to receive a paper or electronic copy of our proxy materials, you should follow the instructions for requesting such materials in the Notice. By participating in the e-proxy process, we reduce the impact of our annual meeting of shareholders on the environment and save money on the cost of printing and mailing documents to you. See “Electronic Access to Proxy Materials and Annual Report on Form 10-K” below for further information on electing to receive proxy materials electronically.
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Additional Information on the Annual Meeting of Shareholders
If you have questions or would like more information about the annual meeting of shareholders, you can contact us in any of the following ways:
● | Via the internet: | Go to www.proxyvote.comor scan the QR code on your Notice or proxy card with a smartphone or tablet. | ● | By writing: | Thomas J. Reid, Secretary Comcast Corporation One Comcast Center Philadelphia, PA 19103 | |||
● | By telephone: | Call toll free 1-866-281-2100 |
Shareholder Proposals for Next Year
Any shareholder proposals intended to be presented at our 20242025 annual meeting of shareholders and considered for inclusion in our proxy materials under Rule 14a-8 under the Exchange Act (“Rule 14a-8”) must be received no later than the close of business on December 30, 202327, 2024 and must comply with the procedures and requirements of Rule 14a-8. Shareholder proposals failing to comply with the procedures of Rule 14a-8 under the Exchange Act will be excluded. If the date of our 20242025 annual meeting is more than 30 days from June 7, 2024,10, 2025, we will publicly announce a different submission deadline from that set forth above, in compliance with SEC rules.
Any shareholder proposals (other than those proposals seeking to nominate directors) that are intended to be presented at the annual meeting of shareholders in 20242025 but not to be included in our proxy materials must comply with the advance notice provision in Section 2.09 of our bylaws. If we call the 20242025 annual meeting of shareholders for a date between May 8, 202411, 2025 and July 7, 2024,10, 2025, we must receive notice of the proposal at the mailing address given on page 9061 on or after February 8, 202410, 2025 and no later than the close of business on March 9, 2024.12, 2025. If we call the 20242025 annual meeting of shareholders for any other date, we must receive notice of the proposal 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. If notice is not received by the close of business on March 9, 202412, 2025 (or the close of business on the tenth day following the day we publicly announce the date of our 20242025 annual meeting of shareholders, if such meeting is not called for a date between May 8, 202411, 2025 and July 7, 2024)10, 2025), the shareholder proposals will be deemed “untimely.”
Shareholders who wish to nominate directors for election must comply with the procedures described under “Corporate Governance and Board Matters – Board of Directors Nominees – Director Nominations – Shareholder Nominees.”
All shareholder proposals should be directed to Thomas J. Reid, Secretary, Comcast Corporation, at our mailing address given on page 90.
Solicitation of Proxies
We pay the cost of this proxy solicitation. Pursuant to SEC rules, we are making this proxy statement and our Annual Report on Form 10-K available to our shareholders electronically via the internet. In addition to soliciting proxies by the internet and mail, we expect that a number of our employees will solicit shareholders personally and by telephone. None of these employees will receive any additional or special compensation for doing this. We have retained D.F. King & Co., Inc. to assist in the solicitation of proxies for aggregate fees of approximately $32,500$33,500 plus reasonable out-of-pocket costs and expenses. The agreement with D.F. King contains customary indemnification provisions. We will, on request, reimburse banks, brokerage firms and other nominees for their expenses in sending proxy materials to their customers who are beneficial owners of our common stock and obtaining their voting instructions.
Electronic Access to Proxy Materials and Annual Report on Form 10-K
Shareholders can access this proxy statement and our Annual Report on Form 10-K via the internet at www.proxyvote.com or by scanning the QR code on the Notice or proxy card with a smartphone or tablet, and then following the instructions outlined on the secure website. For future annual meetings of shareholders, shareholders can consent to accessing their proxy materials, including the Notice, the proxy statement and the annual report, electronically in lieu of receiving them by mail. To receive materials electronically, you will need access to a computer and an e-mail account. You will have the opportunity to revoke your request for electronic delivery at any time without charge.
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If you are a registered shareholder and you have not already done so, you can choose this electronic delivery option by following the instructions provided when voting via the internet and provided on the proxy card. Your choice will remain in effect unless you revoke it by contacting our transfer agent, Equiniti Trust Company, LLC D/B/A EQ Shareowner Services (“EQ Shareowner Services”), at 1-888-883-8903 or P.O. Box 64854, St. Paul, MN 55164-0854 or by signing on to your account at https://www.shareowneronline.com/comcast. You may update your electronic address by contacting EQ Shareowner Services.
If you hold your shares through a bank, brokerage firm or other nominee and you have not already done so, you can choose this electronic delivery option by contacting your nominee or by following the instructions provided when voting via the internet. Your choice will remain in effect unless you revoke it by contacting your nominee. You may update your electronic address by contacting your nominee.
Important Notice Regarding Delivery of Shareholder Documents
Under SEC rules, delivery of each Notice or a single proxy statement and annual report, as applicable, in a single envelope to two or more shareholders sharing the same mailing address is permitted under certain conditions. This procedure, called “householding,” is available if all of the following criteria are met:
● | you have the same address as other shareholders registered on our books; |
● | you have the same last name as the other shareholders; and |
● | your address is a residential address or post office box. |
If you meet this criteria, you are eligible for householding and the following terms apply. If you are not eligible, please disregard this notice.
How do I consent to, or discontinue, the householding process of receiving just one set of annual disclosure materials?
To give your consent to, or to discontinue, householding, please notify our transfer agent, EQ Shareowner Services, at 1-888-883-8903 or by mail at P.O. Box 64874, St. Paul, MN 55164-0854 if you are a registered shareholder, or your bank or broker if you are a beneficial shareholder. Registered and beneficial shareholders may also discontinue householding by contacting Broadridge by phone at (866) 540-7095 or by mail at Broadridge, Householding Department, 51 Mercedes Way, Edgewood, NY 11717.
The householding consent is considered perpetual, which means you will continue to receive a single envelope containing each Notice for the household or a single proxy statement and annual report, as applicable, in the future unless you discontinue this process.
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Appendix A: Reconciliations of Non-GAAP Financial Measures
We believe that the presentation of financial measures not in accordance with generally accepted accounting principles in the United States (“GAAP”) provides useful information to investors regarding our results of operations and financial condition. Our non-GAAP financial measures should be considered in addition to, but not as a substitute for, operating income, net income, net income attributable to Comcast Corporation, earnings per common share attributable to Comcast Corporation shareholders, net cash provided by operating activities or other measures of performance or liquidity reported in accordance with GAAP.
We define Adjusted EBITDA as net income attributable to Comcast Corporation before net income (loss) attributable to noncontrolling interests, income tax expense, investment and other income (loss), net, interest expense, depreciation and amortization expense, and other operating gains and losses (such as impairment charges related to fixed and intangible assets and gains or losses on the sale of long-lived assets), if any. From time to time we may exclude from Adjusted EBITDA the impact of certain events, gains, losses or other charges (such as significant legal settlements) that affect the period-to-period comparability of our operating performance. Additional information and reconciliations of Adjusted EBITDA to net income attributable to Comcast Corporation for the years ended December 31, 2020, 2021, 2022 and 20222023 are set forth in “Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Measures” on pages 52-5347-49 of our Annual Report on Form 10-K for the year ended December 31, 2022,2023, as filed with the SEC on February 3, 2023January 31, 2024 (the “10-K”).
Constant currency and constant currency growth rates are calculated by comparing the results for each comparable prior year resultsperiod adjusted to reflect the average exchange rates from theeach current year period presented rather than the actual exchange rates that were in effect during the respective prior year.periods. Additional information and a reconciliation of Sky’s constant currency revenue and Adjusted EBITDA growth rates for 2022the Connectivity & Platforms business in 2023 is set forth in “Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Measures” on pages 52-5347-49 of the 10-K.
We define Free Cash Flow as net cash provided by operating activities (as stated in our Consolidated Statement of Cash Flows) reduced by capital expenditures and cash paid for intangible assets. From time to time, we may exclude from Free Cash Flow the impact of certain cash receipts or payments (such as significant legal settlements) that affect period-to-period comparability. Cash payments related to certain capital or intangible assets, such as the construction of Universal Beijing Resort, are presented separately in our Consolidated Statement of Cash Flows and are therefore excluded from capital expenditures and cash paid for intangible assets for Free Cash Flow. We believe Free Cash Flow provides a meaningful measure of liquidity and a useful basis for assessing our ability to repay debt, make strategic acquisitions and investments, and return capital to investors through stock repurchases and dividends. It is also a significant performance measure in our annual incentive compensation programs. Additionally, we believe Free Cash Flow is useful to investors as a basis for comparing our performance and coverage ratios with other companies in our industries, although our measure of Free Cash Flow may not be directly comparable to similar measures used by other companies. Free Cash Flow has certain limitations, including that it does not represent the residual cash flow available for discretionary expenditures since other non-discretionary payments, such as mandatory debt repayments, are not deducted from the measure.
RECONCILIATION FROM NET CASH PROVIDED BY OPERATING ACTIVITIES TO FREE CASH FLOW
($ in millions)
YEAR ENDED DECEMBER 31, | |||||||||||||||
YEAR ENDED DECEMBER 31, | YEAR ENDED DECEMBER 31, | ||||||||||||||
2022 | 2021 | 2020 | |||||||||||||
Net cash provided by operating activities | 26,413 | 29,146 | 24,737 | ||||||||||||
Capital expenditures | (10,626) | (9,174) | (9,179) | (12,242 | ) | (10,626 | ) | (9,174 | ) | ||||||
Cash paid for capitalized software and other intangible assets | (3,141) | (2,883) | (2,455) | (3,298 | ) | (3,141 | ) | (2,883 | ) | ||||||
Adjustments related to legal settlements | — | — | 177 | ||||||||||||
Free Cash Flow | 12,646 | 17,089 | 13,280 |
A-1 |
Appendix B: Nasdaq Board Diversity Matrix
BOARD DIVERSITY MATRIX | ||||
As of April 28, 2022 | As of April 28, 2023 | |||
Total Number of Directors | 10 | 10 | ||
Female | Male | Female | Male | |
Part I: Gender Identity | ||||
Directors | 3 | 7 | 2 | 8 |
Part II: Demographic Background | ||||
Black or African American | — | 1 | — | 2 |
Asian or Pacific Islander | — | 1 | — | 1 |
Hispanic/Latino/a/e | 1 | — | 1 | — |
White | 2 | 5 | 1 | 5 |
Appendix C: Comcast Corporation 2023 Omnibus Equity Incentive PlanB: Nasdaq Board Diversity Matrix
BOARD DIVERSITY MATRIX | ||||
As of April 26, 2024 | ||||
Total Number of Directors | 12 | |||
Female | Male | |||
Part I: Gender Identity | ||||
Directors | 4 | 8 | ||
Part II: Demographic Background | ||||
Black or African American | 1 | 2 | ||
Asian or Pacific Islander | — | 1 | ||
Hispanic/Latino/a/e | 1 | — | ||
White | 2 | 5 |
Appendix D: Amended and Restated Comcast
Corporation 2002 Employee Stock Purchase Plan
One Comcast Center 1701 JFK Boulevard Philadelphia, PA 19103 Fax: 215-286-7794 Attention: General Counsel | |||
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20232024 Annual Meeting of Shareholders
Wednesday,Monday, June 7, 202310, 2024
9:00 a.m. Eastern Time
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