DEF 14A 1 cmcsa4011221-def14a.htm DEFINITIVE PROXY STATEMENT

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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Notice of 2022 Annual
Meeting of Shareholders
and Proxy Statement

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2021 Company Highlights

Strong Execution on Key Strategic Priorities


Connectivity	Aggregation	Streaming
$19 billion investment in Comcast Cable’s network since 2017 has enabled us to stay ahead of demand 1.3 million broadband customer net additions in the U.S. in 2021 1.2 million wireless customer line net additions in the U.S. in 2021, the best annual result since the launch of Xfinity Mobile in 2017	Increased customer penetration of X1, Flex & Sky Q provided more of our customers with our leading aggregation platforms Launched Sky Glass in the U.K. and XClass TV in the U.S. powered by Comcast’s global technology platform, which accelerated the new products’ speed to market and provides customers with advanced technology features and functionality	Peacock monthly active accounts in the U.S. reached 24.5 million at year-end Launched nationwide in July 2020, NBCUniversal’s differentiated, ad-supported streaming service leverages technologies and capabilities from across the company Established SkyShowtime in partnership with Paramount Subscription video on demand service to launch in more than 20 new markets in Europe starting in 2022


Digital Equity	Diversity, Equity & Inclusion	Environmental Sustainability
Addressing Digital Inequities 10 million+ low-income Americans connected to the internet over the last decade through Internet Essentials, which we believe is the nation’s largest and most comprehensive broadband adoption program for low-income families Community Impact 1,000 WiFi-Connected Lift Zones opened in community centers nationwide for low-income families by the end of 2021	Workforce Leadership Diversity 42% women & 24% people of color in our VP+ population, and 36% women & 45% people of color in our overall workforce, based on U.S. full-time employees as of year-end 2021 Supplier Diversity At least $3 billion annual spend with diverse suppliers during each of the past 5 years, with over $4.3 billion spent with diverse Tier 1 vendors and over $390 million spent with diverse Tier 2 subcontractors in 2021	Carbon Neutral by 2035 Goal to be carbon neutral by 2035 in Scope 1 and 2 emissions across our global operations Focused on Renewable Energy Long-term purchase agreement for renewable electricity signed in 2021 to power approximately 12% of our current U.S. electricity use beginning in 2024-2025

NOTE ABOUT FORWARD-LOOKING STATEMENTS AND WEBSITE REFERENCES

This proxy statement includes 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 that are “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 may appear throughout this report. 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. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties that may cause actual results to differ materially. In evaluating these statements, you should consider various factors, including the risks and uncertainties we describe in the “Risk Factors” sections of our Forms 10-K and 10-Q and other reports we file with the Securities and Exchange Commission (“SEC”).

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. 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.

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Message from Our Chairman, President and CEO and Our Lead Independent Director

Dear Shareholders,

2021 was an outstanding year for Comcast. Our financial results were the strongest in our company’s history – generating record high levels of revenue, Adjusted EBITDA, and Free Cash Flow – and we returned significant amounts of capital to shareholders through share repurchases of $4 billion and dividends paid of $4.5 billion.

At the same time, we continued to innovate and deliver world-class connectivity and entertainment to millions of consumers across the globe. We launched exciting new products – including Sky Glass and XClass TV – leveraging the power of our global technology platform. We brought must-watch content to viewers across our television networks and through our fast-growing streaming service, Peacock. Our Theme Parks had a phenomenal year, adding new attractions and parks and reporting the most profitable fourth quarter on record, despite limited international guest attendance. Meanwhile, we continued to strengthen, evolve, and expand our core connectivity business, which led to significant customer additions in 2021.

Importantly, in all our work, we remain guided by our core values and an unwavering commitment to our communities. We accelerated our efforts to advance diversity, equity, and inclusion, and made new investments in digital equity programs that will enable us to continue to connect more people to the tools and resources needed to succeed in today’s digital world. We also announced a new environmental goal to be carbon neutral in Scopes 1 and 2 emissions across our global operations by 2035.

None of this would be possible without the remarkable dedication and talent of our nearly 190,000 employees, and the stewardship of our Board of Directors. We’d like to take this opportunity to thank our fellow directors, and especially Nomi Bergman for her invaluable insight and leadership during her tenure. The Board aims to further refresh its membership in the coming years, with a continued focus on diverse candidates.

As we enter 2022, we do so with great momentum and tremendous gratitude for your continued support of Comcast. We are proud to lead this remarkable company.

Sincerely,

Brian L. Roberts

Chairman, President and Chief Executive Officer

Edward D. Breen

Lead Independent Director

2022 Proxy Statement 3

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Notice of 2022 Annual Meeting of Shareholders of Comcast Corporation

	Voting Items	Board Voting Recommendation

DATE June 1, 2022 TIME Online check-in opens: 8:45 a.m. Eastern Time Meeting begins: 9:00 a.m. Eastern Time PLACE Meeting live via the internet: comcast.onlineshareholdermeeting.com WHO CAN VOTE Shareholders of record on April 4, 2022	PROPOSAL 1 Elect directors	FOR each nominee
	PROPOSAL 2 Advisory vote to approve executive compensation	FOR
	PROPOSAL 3 Ratify appointment of independent auditors	FOR
	PROPOSALS 4-8 Vote on shareholder proposals	AGAINST

Only shareholders of record on April 4, 2022 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 — 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 22, 2022.

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 22, 2022

THOMAS J. REID
Secretary

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to Be Held on June 1, 2022: Our proxy statement and our Annual Report on Form 10-K for the fiscal year ended
December 31, 2021 are available at www.proxyvote.com.

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Message from Our Chairman, President and CEO and Our Lead Independent Director	3

Notice of 2022 Annual Meeting of Shareholders of Comcast Corporation	4

About Comcast	6

Spotlight on Our Corporate Responsibility Initiatives	8

Corporate Governance and Board Matters	13

PROPOSAL 1: Election of Directors
Board of Directors Nominees	13
Board Structure and Responsibilities	21
Corporate Governance Practices, Policies and Processes	26

Executive Compensation	29

PROPOSAL 2: Advisory Vote to Approve Executive Compensation
Compensation Discussion and Analysis	29
Compensation and Human Capital Committee Report	46
Executive Compensation Tables	47
Summary Compensation Table	47
Grants of Plan-Based Awards	48
Outstanding Equity Awards at Fiscal Year-End	50

Options Exercises and Stock Vested	52
Nonqualified Deferred Compensation in and as of Fiscal Year-End	53
Agreements with Our Named Executive Officers	53
Potential Payments upon Termination or Change in Control	54

Audit Committee Matters	58

PROPOSAL 3: Ratification of Appointment of Independent Auditors
Report of the Audit Committee	59

Shareholder Proposals	61

Information about Stock Ownership	76

Compensation of Directors	78

Related Party Transactions Policy and Certain Transactions	79

Other Information	80

Appendix A: Reconciliations of Non-GAAP Financial Measures	A-1

Appendix B: Nasdaq Board Diversity Matrix	B-1

2022 Proxy Statement 5

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About Comcast

Our Company

Comcast Corporation (“Comcast,” the “Company,” “we,” “our” or “us”) is a global media and technology company that connects people to moments that matter. We are principally focused on connectivity, aggregation and streaming with over 57 million customer relationships across the United States and Europe. We deliver broadband, video and wireless services through our Xfinity, Comcast Business and Sky brands; create, distribute and stream leading entertainment, sports and news through Universal Filmed Entertainment Group, Universal Studio Group, Sky Studios, the NBC and Telemundo broadcast networks, Peacock, NBC News, NBC Sports, Sky News and Sky Sports; and provide memorable experiences at Universal Parks and Resorts in the United States and Asia.

2021 Performance Overview

Over the past two years, Mr. Roberts and our senior leadership team have successfully led our company through the pandemic as the world continued to navigate ongoing challenges, achieving strong operating and financial results and underscoring the strength and resilience of our business. Our relentless focus on innovation and execution, balanced with financial discipline, enabled us to deliver record-high financial results in 2021, invest for the future and increase our return of capital to shareholders.

During 2021, some of our businesses continued their strong financial and operating performance while others continued to recover from the global pandemic. At Comcast Cable, the significant investments we have made in our technology and network over the years to stay ahead of demand and to maintain speed and reliability continued to differentiate our broadband experience, leading to 1.3 million net new broadband customers in 2021 and bringing total broadband subscribers to 31.9 million at year end.

While the global pandemic continued to have some negative impacts on NBCUniversal and Sky, our teams led strong recoveries and posted results that surpassed our expectations leading into 2021. At NBCUniversal, our theme parks performed exceptionally well, reopening safely with strong attendance and financial results, while also adding new attractions and opening Universal Beijing Resort. Peacock, our streaming service that launched in mid-2020, showed significant growth in monthly active accounts and revenue relative to 2020. In 2021, programming and production levels normalized at both NBCUniversal and Sky, and we continue to monetize our intellectual property through creative new options for content licensing windows and distribution.

We also worked together across our complementary, high-performing business units to continue to accelerate convergence in media and technology. In 2021, as we sought to expand the reach of our proprietary global technology platform and addressable customer base, we launched Sky Glass in the United Kingdom and XClass TV in the United States. Both of these products are built upon our existing investments across our company in X1, Flex and Sky Q.

In addition to delivering for our shareholders, our Board credits Mr. Roberts and our senior leadership team for their continued support of our other stakeholders, including our employees, customers, suppliers and the communities where we operate. From our continued leadership in addressing the digital divide, to our ongoing efforts and further progress in diversity, equity and inclusion and community impact, to taking further steps to lessen our environmental footprint, our senior leadership team led by example and reinforced our company’s commitment to doing what’s right while underscoring our commitment to act with integrity. See “Spotlight on our Corporate Responsibility Initiatives” for additional information.

Financial Performance

Our 2021 consolidated operating and 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 vaccination rates increased and restrictive government mandates subsided at various points throughout the course of 2021, the exceptional leadership of our management team helped our business operations and financial performance to rebound more quickly than expected as compared to 2020 performance, underscored by our growth across many of our financial metrics.

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REVENUE ($ in billions)	NET INCOME ATTRIBUTABLE TO COMCAST ($ in billions)	ADJUSTED EBITDA⁽¹⁾ ($ in billions)



NET CASH PROVIDED BY OPERATING ACTIVITIES ($ in billions)	FREE CASH FLOW⁽¹⁾⁽²⁾ ($ in billions)	⁽¹⁾ Reconciliations of consolidated Adjusted EBITDA to net income attributable to Comcast Corporation and consolidated Free Cash Flow to net cash provided by operating activities are set forth in Appendix A. ⁽²⁾ 2021 Free Cash Flow of $17.1 billion includes a $1.3 billion benefit related to the tax impact of a bond exchange completed in August 2021 and roughly $1 billion from returns on investing activities.

$140 $105 $35 $70 $0 $108.9 $103.6 $116.4 2019 2020 2021 $13.1 $10.5 $14.2 $0 $4 $8 $12 $16 2019 2020 2021 $34.3 $30.8 $34.7 $0 $10 $20 $30 $40 2019 2020 2021 $35 2019 2020 2021 $13.4 $13.3 $17.1 $0 $5 $10 $15 $20 2019 2020 2021 $25.7 $24.7 $29.1 $28 $7 $14 $21 $0

2021 key reported results across our three primary businesses included:

●	Comcast Cable (whose results are reported in our Cable Communications segment) revenue increased 7.1% to $64.3 billion, and Adjusted EBITDA increased 11.2% to $28.1 billion.

●	NBCUniversal’s Media, Studios and Theme Parks segment revenue increased 20.3%, 16.2% and 141.2% to $22.8 billion, $9.4 billion and $5.1 billion, respectively, while Adjusted EBITDA was $4.6 billion, $0.9 billion and $1.3 billion, respectively. NBCUniversal results now include the operations of Peacock.

●	Sky revenue increased 9.1% to $20.3 billion, or 3.1% excluding the impact of foreign currency. Sky Adjusted EBITDA increased 20.8% to $2.4 billion, or 10.2% excluding the impact of foreign currency. See Appendix A for a reconciliation.

We resumed our share repurchase program in May 2021 after pausing the program in 2019 to accelerate the reduction of indebtedness we incurred in connection with our acquisition of Sky. In addition, we made four cash dividend payments totaling $4.5 billion in 2021 and announced an increase to the planned annual dividend by $0.08 per share, or 8%, to $1.08 per share on an annualized basis for 2022 – the 14th consecutive annual increase.

Stock Performance

Our total shareholder return (“TSR”) over the 10-year period ending December 31, 2021 is reflected below, with our performance over the long term outperforming the S&P 500.

COMCAST’S TSR VS. THE S&P 500 SINCE YE 2010*

* Cumulative total shareholder returns, including dividends reinvested, are from December 31, 2011 through December 31, 2021.

$600 $400 $200 $0 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 $100 is now worth $509 S&P 500 $462

2022 Proxy Statement 7

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Spotlight on Our Corporate Responsibility Initiatives

At Comcast, our most significant environmental, social and governance (“ESG”) issues are reviewed with our Board of Directors and its committees. Our Audit Committee oversees cybersecurity and significant business continuity risks. Our Compensation and Human Capital Committee reviews programs and strategies with respect to human capital management and employee engagement and oversees succession planning. Our Governance and Corporate Responsibility 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 ESG 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 ESG 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 and reporting on our political and trade association activity. 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 last 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 cable industry peers, schools, governments, nonprofits, businesses and communities to help bridge the digital divide.

In 2021, we continued our efforts to extend our broadband services to underserved and unserved Americans by:

●	Promoting and sponsoring our Internet Essentials program as America’s leading broadband product for low-income families, including by expanding eligibility and providing affordable opportunities for school districts and other organizations to connect students to broadband access at home.

●	Supporting and participating in the federal government’s broadband benefits programs to provide discounted internet service to those in need, namely the Emergency Broadband Benefit program that launched in May 2021 and its successor, longer-term Affordable Connectivity Program that launched at the end of 2021. Through these programs, which enable qualifying low-income customers to apply a financial subsidy to our broadband services, customers can receive our Internet Essentials service or our new enhanced Internet Essentials Plus service with twice the download speed – up to 100 Mbps — effectively for free.

●	Participating in federal, state and local programs designed to fund the expansion of broadband to unserved Americans and extending our broadband network to new areas where reliable, high-speed internet services had been unavailable.

●	Continuing our initiatives established in response to the global pandemic that provided internet access to those without it, including by offering 60 days of free internet service to eligible new customers, making our 1.5 million public Wi-Fi hotspots available for free and creating flexible payment plans that allowed customers and small businesses to retain their services.

●	Partnering with non-profit organizations and city leaders to create, through the end of 2021, more than 1,000 Lift Zones in community centers nationwide where students in need of internet-equipped spaces for remote learning can connect to the internet to participate in distance learning, with an additional 250 planned by the end of 2022.

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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 and experience throughout our business, and we use our resources – our people, programming and platforms – to work toward racial equity in areas where we can have a meaningful impact. Our ongoing efforts and continued progress in this regard are reviewed and discussed by our Board and/or its committees, our senior leadership teams and our external DE&I Advisory Council, which is chaired by our Chief Diversity Officer.

Board of Directors and Workforce

(Workforce statistics based on U.S. full-time employees as of year-end 2021)

BOARD OF DIRECTORS NOMINEES 22% of our Board nominees are women* 11% 11% 11% 33% of our Board nominees are people of color Black Asian and Paci_c Islander Hispanic and Latino/a/e 2+ Races Indigenous OVERALL WORKFORCE 36% of our employees were women 18% 15% 0.4% 8% 3% 45% of our employees were people of color VP+ 42% of our Vice Presidents & above were women 6% 8% 0.2% 8% 2% 24% of our Vice Presidents & above were people of color DIRECTOR-LEVEL EMPLOYEES 44% of our Director-level employees were women 7% 8% 0.3% 12% 3% 29% of our Director-level employees were people of color

*	As of December 31, 2021, 30% of our Board of Directors were women and 50% of our directors were diverse by gender, race or ethnicity. See “Corporate Governance and Board Matters – Board of Directors Nominees – Director Skills, Experience and Diversity” for more information.

●	Diverse Talent Development Efforts: We seek to hire, promote and develop people from a diversity of backgrounds and experiences. To best serve our unique workforce, we offer both tailored programs designed for specific audiences to accelerate the development of prioritized talent, as well as broad-based leadership development programs designed for employees to lead inclusively and with cultural competence. Some of our learning experiences include foundational leadership development programs to help employees embrace their leadership potential, a year-long networking experience for women of color and a coaching and online learnings platform designed for women.

●	DE&I Education and Training: We offer a variety of training programs and initiatives focused on creating a more inclusive workplace culture, including monthly company-wide forums like our DE&I speaker series designed to inform, inspire dialogue and foster employee engagement through a curated experience anchored by external scholars, authors and thought leaders focusing on a variety of DE&I topics. Additionally, we offer an enterprise-wide learning catalog with digital eLearning modules and self-directed curated learning guides, as well as instructor-led virtual workshops covering inclusion topics such as: Interrupting Unconscious Bias, Social Identities/Dimensions of Diversity, Allyship and Neurodiversity, among others. Our various DE&I newsletters and communications cover essential DE&I topics such as inclusive leadership behaviors, updates on training opportunities, employee-driven DE&I events and DE&I data milestones, to name a few.

2022 Proxy Statement 9

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Employee Resource Groups (“ERGs”): We support nine ERGs for Asian Pacific American, Black, People with Disabilities, LGBTQ+, Hispanic/Latino, Veteran, Young Professional, Women and Indigenous employees. Our ERGs have 35,000 members in over 200 chapters, and are voluntary, employee-led organizations dedicated to developing the careers of our employees, contributing to community service and building on an inclusive and collaborative workplace and culture. Each ERG has two executive sponsors, and further support is provided for ERG projects, programs and events from a $500,000 annual fund.

Supplier Diversity and Small Business Support

Our supplier diversity program is designed to promote, increase and improve the participation of diverse businesses within our corporate supply chain — including companies owned by women, people of color, veterans, people with disabilities and LGBTQ+ individuals. We have been a member of the Billion Dollar Roundtable since 2015, which recognizes corporations that achieve spending of at least $1 billion each year with diverse suppliers, and have spent at least $3 billion each year with diverse suppliers during the past 5 years. In 2021, we spent over $4.3 billion with diverse Tier 1 vendors (with direct purchases from approximately 3,250 diverse suppliers) and over $390 million with diverse Tier 2 subcontractors. Through Comcast RISE, a program aimed at small businesses owned by people of color and women, we have also supported more than 6,700 small businesses with over $60 million in grants and in-kind marketing and technology support through 2021.

In 2021, we also invested $25 million in the Seibert Williams Shank Clear Vision Impact Fund, a diverse-led and diverse-serving financial institution that provides direct support to local community businesses, and $10 million in the Inclusiv Racial Equity and Resilience Investment Fund, which is aimed at building equity in credit unions led by and/or serving people of color in an effort to help increase lending to people of color-owned businesses, homeowners and consumers by providing financial opportunities to traditionally underserved and underbanked communities.

Diverse Programming and Platforms

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.

Examples of programs we have developed that seek to build additional opportunities for diverse talent include NBCUniversal’s innovative, multiplatform journalism training and development program for students at Historically Black Colleges and Universities and diverse-serving institutions, as well as a multi-year $3.5 million scholarship fund for underrepresented students. NBCUniversal also created a fellowship program awarding diverse documentary filmmakers grants to support feature-length nonfiction films highlighting social issues and identities, with seven groundbreaking filmmakers named in 2021 for the first inaugural fellowship.

Through our media platforms, we have worked to amplify diverse voices and cultures, including through a vast ecosystem of diverse content on Xfinity, including curated On Demand destinations, as well as through 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. For more information on our diverse programming and platforms, see pages 66-67 of this proxy statement.

Community

Building on our longstanding commitment to DE&I, in 2020 we developed a comprehensive, multi-year plan to allocate $100 million in cash and in-kind support to fight injustice and inequality against any race, ethnicity, gender identity, sexual orientation or ability. We are well on track to fulfill this commitment by the end of 2022. This is on top of the existing commitments Comcast makes to thousands of organizations supporting underrepresented communities nationwide through our social impact programs and the Comcast NBCUniversal Foundation.

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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, the nine ERGs described above and our open reporting environment where employees can speak up without fear of retaliation. Our Board, through its committees, also receives periodic reports on our employee engagement surveys and employee concerns reported through our Comcast NBCUniversal Listens and Sky Listens programs.

●	Talent Development and Succession Planning: We provide a wide variety of opportunities for professional growth for 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. Throughout the year, our senior executive management team and other 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 portfolio of services and tools to support our employees’ health and well-being. In 2021, we enhanced benefits related to virtual care, telehealth options and back-up family care resources and support services and launched new behavioral health and counseling tools to support emotional well-being. We provide female and male employees the same paid parental leave options, including for adoption/surrogacy, and provide specialized support teams to help manage the first months of parenthood. In response to the global pandemic, we completed hundreds of thousands of COVID-19 tests, made physician-directed COVID-19 screening, testing, vaccine and treatment available at no out-of-pocket cost to benefit-enrolled employees and their dependents and hosted onsite vaccine clinics.

●	Financial Benefits: We seek to attract and retain employees by providing competitive compensation and benefits packages within the applicable market. Financial benefits that we provide include 401(k) retirement plans in the United States with a company match and other retirement arrangements internationally, employee stock purchase plans in the United States, United Kingdom, Ireland and several other European countries where most of our full-time and part-time employees can purchase our stock at a discount, and financial literacy training and counseling to support employees in making their own financial decisions. We also grant restricted stock units and stock options on an annual basis to a meaningful portion of our employees, with over 18,000 employees receiving equity awards in 2021.

Environmental Sustainability

In 2021, we continued to take steps to lessen our environmental footprint and established a goal to become carbon neutral by 2035 for Scope 1 and 2 emissions across our global operations. Our largest source of emissions, representing approximately 75% of emissions, is due to purchased electricity powering our global operations, and as a result, we are focused on renewable energy procurement as we seek to reduce our greenhouse gas (“GHG”) emissions. The remaining emissions come from our owned and operated vehicle fleet and from generators, cooling systems and purchased steam, cooling and heating.

Because purchased electricity accounts for the majority of our Scope 1 and 2 emissions, we have further developed our renewable energy procurement strategy, signing in 2021 a long-term purchase agreement for renewable electricity to power approximately 12% of our current U.S. electricity use beginning in 2024-2025. To provide transparency and help drive improvement, we report data using the Greenhouse Gas (GHG) Protocol consistent with the Sustainability Accounting Standards Board (SASB) and Task Force on Climate-Related Financial Disclosures (TCFD) frameworks.

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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, headed by our Chief Financial Officer and Chief Legal Officer. Other members include the Chief Information Security Officers (“CISOs”), Chief Technology 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 and our 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 Governance and Corporate Responsibility Committee, reviews and discusses our privacy program, 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 Governance and Corporate Responsibility Committee is responsible for overseeing our political, lobbying and trade association activities. In 2021, 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 believe that all of our employees have a responsibility to promote the highest ethical standards and comply with the law everywhere we operate. As set forth in our code of conduct, our principles of business conduct guide us to act with integrity in everything we do, including a commitment to do what’s right for our employees, customers, audiences, investors and the communities we serve. We are committed to creating an environment where employees feel comfortable asking questions, raising concerns and speaking up without fear of retaliation, and we believe that we have effective and well-communicated channels in place for employees to report concerns.

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Corporate Governance and Board Matters

Proposal 1: ELECTION OF DIRECTORS
	Our Board unanimously recommends that shareholders vote “FOR” the election of each of the nominees for director.

Board of Directors Nominees

Board Snapshot

*	See “—Director Skills, Experience and Diversity” below and Nasdaq Board Diversity Matrix in Appendix B for additional information.
**	Audit Committee Financial Expert

Board Nominees Non-independent – 1 I Kenneth J. Bacon, 67 Independent Director Director Since: November 2002 Committee Membership: Governance and Corporate Responsibility Committee Madeline S. Bell, 60 Independent Director Director Since: February 2016 Committee Membership: Governance and Corporate Responsibility Committee Edward D. Breen, 66 Lead Independent Director Director Since: February 2014 Committee Membership: Compensation and Human Capital Committee Gerald L. Hassell, 70 Independent Director Director Since: May 2008 Committee Membership: Compensation and Human Capital Committee Jeffrey A. Honickman, 65 Independent Director Director Since: December 2005 Committee Membership: Audit** and Governance and Corporate Responsibility Committees Maritza G. Montiel, 70 Independent Director Director Since: June 2018 Committee Membership: Audit Committee** Asuka Nakahara, 66 Independent Director Director Since: February 2017 Committee Membership: Audit Committee David C. Novak, 69 Independent Director Director Since: December 2016 Committee Membership: Compensation and Human Capital Committee Brian L. Roberts, 62 Chairman of the Board, President and CEO Director Since: March 1988 Committee Membership: None INDEPENDENCE DIVERSITY (GENDER & RACE)* INDEPENDENT DIRECTOR TENURE Independent: 89% Independent - 8 Non-independent - 1 Diverse: 44% Female - 22% Racial/Ethnic Diversity - 33% Average Tenure: 10 years < 6 years - 3 >10 years - 3 6-10 years - 2

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Director Skills, Experience and Diversity

As baseline director qualifications, our Board seeks, and each of our directors possesses, key attributes that we deem critical in being a director, including strong and effective decision-making, communication and leadership skills; high ethical standards, integrity and values; and a commitment to representing the long-term interests of our shareholders. Our Board also strives to balance the need to have directors with a diversity of skills, backgrounds, experiences, perspectives and viewpoints, areas of expertise and knowledge, while including gender and racial and ethnic representation.

Our Board and each of its committees assess their effectiveness in this regard as part of their annual self-assessment which, among other things, evaluates the overall composition of our Board, including the diversity of skills and backgrounds of our directors. Our Governance and Corporate Responsibility 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 Governance and Corporate Responsibility Committee considers these qualifications, including with respect to gender and racial and ethnic diversity, 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 Committee also assesses the director’s performance, as well as the current challenges and needs of the Board and each committee.

To eliminate even the appearance of a potential conflict stemming from a directorship of a family member of Ms. Naomi Bergman on the board of Discovery following its merger with WarnerMedia, Ms. Bergman is not a nominee for director at our 2022 annual meeting and her term will end on the date of our annual meeting in June. We are grateful to Ms. Bergman for her service on our Board. The size of the Board will be reduced to nine directors, effective upon the convening of the 2022 annual meeting. Our Governance and Corporate Responsibility Committee 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 its next director.

The Governance and Corporate Responsibility Committee also considers each director’s ability to dedicate sufficient time, energy and attention to the fulfillment of his or her duties when it nominates directors each year. In accordance with our corporate governance guidelines, an independent director who is a chief executive officer of a public company may serve on the boards of no more than two other public companies in addition to our Board, while all other independent directors may serve on up to five 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 serve on our Board. In renominating directors for election at our 2022 annual meeting, the Committee and Board have determined that each of our directors is currently in compliance with our corporate governance guidelines and has sufficient time, energy and attention to serve on our Board. For example, as part of this determination, the Committee and the Board have considered that Mr. Breen serves as the executive chairman and chief executive officer of DuPont de Nemours, Inc. and serves as a director of International Flavors & Fragrances, Inc., which merged with DuPont’s nutrition and biosciences business in 2021.

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Below are the skills of our director nominees:


Current/Former CEO/President/Executive Officer
Internet/Video/Wireless Industry
Media Industry
Consumer Products/Customer-Oriented
Technology
Financial/Accounting
Risk Management Oversight
International
Government Affairs
Human Capital Management
Non-Profit/Educational/Philanthropic
Gender*	M	F	M	M	M	F	M	M	M
Race/Ethnicity*	B	W	W	W	W	H	A	W	W

*	F – Female; M – Male; A – Asian; B – Black or African American; H – Hispanic or Latinx; W – White.
	See also Nasdaq Board Diversity Matrix in Appendix B.

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Director Nominee Biographies

Kenneth J. Bacon

INDEPENDENT

Partner at RailField Partners

Age: 67
Director since: November 2002
Committees: Governance and Corporate Responsibility

OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS:
Ally Financial Inc., Arbor Realty Trust, Inc., Welltower Inc.

FORMER PUBLIC COMPANY DIRECTORSHIPS:
Forest City Realty Trust

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

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.

Madeline S. Bell

INDEPENDENT

President and Chief Executive Officer of The Children’s Hospital of Philadelphia

Age: 60
Director since: February 2016
Committees: Governance and Corporate Responsibility

CAREER HIGHLIGHTS:

●	President and Chief Executive Officer, The Children’s Hospital of Philadelphia (“CHOP”), a top-ranked children’s health system and research institute with 23,000 employees and over $3.2 billion of annual revenue, 2015 – Present
●	Multiple Leadership Roles, including Chief Operating Officer, CHOP, 1995 – 2015
●	Began career as a pediatric nurse in 1983, moved from a variety of different nursing roles into hospital administration in 1989 and holds a Master of Science in Organizational Dynamics from the University of Pennsylvania
●	Board Chair, Federal Reserve Bank of Philadelphia
●	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

QUALIFICATIONS:

We believe that Ms. Bell’s experience and leadership of CHOP, including her oversight of risk management efforts, and her experience in the non-profit community render her qualified to serve as one of our directors.

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Edward D. Breen

LEAD INDEPENDENT DIRECTOR

Chief Executive Officer and Executive Chairman of DuPont de Nemours, Inc.

Age: 66
Director since: February 2014
Committees: Compensation and Human Capital

OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS:

DuPont de Nemours, Inc., International Flavors & Fragrances, Inc.

FORMER PUBLIC COMPANY DIRECTORSHIPS:
Corteva, Inc., DowDuPont Inc.

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 of the Board of Trustees, Grove City College
●	Member of the Board of Trustees, Lebanon Valley College
●	Member of the Board of Trustees, The Hun School of Princeton

QUALIFICATIONS:

We believe that Mr. Breen’s extensive experience in the technology, equipment supplier and consumer product sectors, notably as those sectors relate to the internet, video and wireless industries, including his various experiences as a president and chief executive officer and in the oversight of business strategies and risk management efforts, renders him qualified to serve as one of our directors.

Gerald L. Hassell

INDEPENDENT

Former Chief Executive Officer of The Bank of New York Mellon

Age: 70
Director since: May 2008
Committees: Compensation and Human Capital

OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS:
MetLife, Inc.

FORMER PUBLIC COMPANY DIRECTORSHIPS:
The Bank of New York Mellon

CAREER HIGHLIGHTS:

●	Chief Executive Officer and Chairman, The Bank of New York Mellon, a financial services corporation, 2011 – 2017
●	President, The Bank of New York Company, Inc. and The Bank of New York, 1998 – 2011
●	Member of the Board of Trustees, Duke University
●	Member of the Board of Directors, Duke University Health System

QUALIFICATIONS:

We believe that Mr. Hassell’s significant experience and leadership in the financial industry, including with respect to consumer financial products, as well as his prior experience as a president and chief executive officer and in the oversight of risk management efforts, render him qualified to serve as one of our directors.

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Jeffrey A. Honickman

INDEPENDENT

Chief Executive Officer of Pepsi-Cola & National Brand Beverages, Ltd.

Age: 65
Director since: December 2005
Committees: Audit and Governance and Corporate Responsibility

CAREER HIGHLIGHTS:

●	Chief Executive Officer, Pepsi-Cola & National Brand Beverages, Ltd., a bottling and distribution company, which includes among its affiliates Pepsi-Cola Bottling Company of New York, Inc. and Canada Dry bottling companies from New Jersey to Virginia, 1990 – Present
●	Vice President and Secretary of Antonio Origlio Inc., a beverage distributor based in Philadelphia, Pennsylvania, which does business as Origlio Beverages, 1987 – Present
●	Member of the Board of Directors, American Beverage Association
●	Member of Board of Trustees, Barnes Foundation
●	Member of President’s Advisory Council, Sidney Kimmel Cancer Center, Jefferson Health

QUALIFICATIONS:

We believe that Mr. Honickman’s significant experience in the wholesale and consumer products industries, including his experience as a chief executive officer, renders him qualified to serve as one of our directors.

Maritza G. Montiel

INDEPENDENT

Former Deputy Chief Executive Officer and Vice Chairman of Deloitte LLP

Age: 70
Director since: June 2018
Committees: Audit

OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS:

AptarGroup, Inc., McCormick & Company, Incorporated, Royal Caribbean Group

CAREER HIGHLIGHTS:

●	Deputy Chief Executive Officer and Vice Chairman, Deloitte LLP, 2011 – 2014
●	Numerous senior management roles at Deloitte, including:
	●	Managing Partner (Leadership Development and Succession, Deloitte University), 2009 – 2011
	●	Regional Managing Partner, 2001 – 2009
●	Advisory Partner for many public company clients where Deloitte was the principal auditor
●	Member of Deloitte’s U.S. and Global Board of Directors
●	Member of the Board of Trustees, Baptist Health South Florida

QUALIFICATIONS:

We believe that Ms. Montiel’s extensive experience and leadership in the accounting profession, including her experience as the former Deputy Chief Executive Officer and Vice Chairman of Deloitte and in the oversight of risk and compliance efforts, render her qualified to serve as one of our directors.

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Asuka Nakahara

INDEPENDENT

Partner at Triton Atlantic Partners

Age: 66
Director since: February 2017
Committees: Audit

OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS:
CBRE Global Real Estate Income Fund

CAREER HIGHLIGHTS:

●	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

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.

David C. Novak

INDEPENDENT

Founder of David Novak Leadership, Inc.

Age: 69
Director since: December 2016
Committees: Compensation and Human Capital

CAREER HIGHLIGHTS:

●	Founder of David Novak Leadership, Inc., which provides online leadership training to transform managers into confident, capable, engaging leaders, 2020 – Present
●	Executive Chairman of the Board, YUM! Brands, Inc., 2015 – 2016
●	Chairman of the Board, YUM! Brands, Inc., 2001 – 2014
●	Chief Executive Officer, YUM! Brands, Inc., 2000 – 2014
●	Board Member, Lift-a-Life Novak Family Foundation
●	Author of O GREAT ONE! A little Story About the Awesome Power of Recognition, Taking People With You: The Only Way to Achieve Big Things and co-author of Take Charge of You, dedicated to developing leaders at every stage of life

QUALIFICATIONS:

We believe that Mr. Novak’s extensive knowledge of customer service-oriented business practices and talent management, as well as his prior experience as a chief executive officer and chairman, render him qualified to serve as one of our directors.

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Brian L. Roberts

Chairman, President and Chief Executive Officer of Comcast

Age: 62
Director since: March 1988
Committees: None

CAREER HIGHLIGHTS:

●	Chairman of the Board, Comcast, 2004 – Present
●	Chief Executive Officer, Comcast, 2002 – Present
●	President, Comcast, 1990 – Present
●	Director Emeritus, CableLabs, the cable industry’s research and development consortium

As of December 31, 2021, 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.

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, President 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.

Independence Determinations

Our Board has determined that each of our nine nonemployee directors (including Ms. Bergman, who is not a nominee for director at our 2022 annual meeting) 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 applicable Nasdaq rules. In making its independence determinations, our Board considered transactions and relationships between each director or any member of his or her immediate family and us, including those reported under “Related Party Transactions Policy and Certain Transactions” below. The Board also considered that in the ordinary course of business we have, during the current year and the past three fiscal years, sold products and services to, purchased products and services from, and/or made charitable donations (including by certain of our executive officers) to companies and organizations at which certain of our directors are currently an executive officer or a significant shareholder. In each case, the amount paid or donated to or received from these companies and organizations each year was below 1% of the recipient company’s or organization’s total consolidated gross revenues, which is far below the 5% limit prescribed by Nasdaq rules.

Retirement Age, Director Tenure and Director Emeritus Program

Our corporate governance guidelines require that our independent directors not stand for re-election to the Board after reaching the age of 72. We believe that our retirement policy and natural turnover achieve the appropriate balance between maintaining longer-term directors with deep institutional knowledge and refreshing the Board with new directors and different areas of expertise and knowledge, while including gender and racial and ethnic representation.

Our Board considers director tenure in connection with its independence determinations, even though neither our corporate governance guidelines nor Nasdaq or SEC rules deem a long-tenured director not independent. Following the annual meeting of shareholders, if all director nominees are elected to serve as our directors, the average tenure of our independent directors will be 10 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.

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Director Nominations

Identifying and Evaluating Director Nominees

Our Governance and Corporate Responsibility 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 Committee or by shareholders, the 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 Committee also gives significant consideration to the current composition and diversity of our Board, including with respect to the skills set forth above, as well as age, backgrounds, experiences, perspectives, viewpoints and gender and racial and ethnic representation.

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 by-laws. For the election of directors at the 2023 annual meeting of shareholders, if such meeting is called for a date between May 2, 2023 and July 1, 2023, we must receive written notice at the mailing address given on page 82 on or after February 1, 2023 and no later than March 3, 2023. If we call the 2023 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 we mailed notice of, or announced publicly, the date of the meeting, whichever occurs first. In addition to satisfying the deadlines in the advance notice provisions of our by-laws, a shareholder who intends to solicit proxies in support of nominees submitted under these advance notice provisions must provide the notice required under Rule 14a-19 no later than April 2, 2023.

In addition, in accordance with Section 3.11 of our by-laws, 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 by-laws. Written notice of proxy access director nominees for the election of directors at the 2023 annual meeting of shareholders, if such meeting is called for a date between May 2, 2023 and July 1, 2023, must be received at the mailing address given on page 82 on or after November 23, 2022 and no later than December 23, 2022. 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 date the meeting is first publicly announced or disclosed.

Shareholders can obtain a copy of our by-laws by writing to Thomas J. Reid, Secretary, Comcast Corporation, at the mailing address given on page 82. A copy of our by-laws is filed with the SEC as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2021 and is posted on our website 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 based upon a contemporaneous determination of what is in the best interests of our company at a given point in time. To that end, our Board regularly reviews our Board leadership structure.

Our Board believes that we and our shareholders are currently best served by having Mr. Roberts serve as both our Chairman and Chief Executive Officer. 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.

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 matters presenting significant risks to the Company through his role in developing the Board’s meeting agendas, advising committee chairs and facilitating communications between independent directors and the Chairman and Chief Executive Officer. Our independent directors provide guidance and oversight of senior management and regularly meet without management as part of Board and committee meetings to review, among

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other things, our strategy, performance, management effectiveness and succession planning. As part of our annual Board assessment process, our independent directors also provide input on key business and director educational topics for the following year’s Board and committee meeting agendas.

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 meetings of the Board at which the Chairman is not present.
●	Facilitates communication between the Chairman and the independent directors and encourages director participation by fostering an environment of open dialogue and constructive feedback among independent directors.
●	Communicates periodically as necessary between Board meetings and executive sessions with our independent directors, following discussions with management and otherwise on topics of importance to our independent directors.
●	Consults with our independent directors concerning the need for an executive session in connection with each regularly scheduled Board meeting.

●	Is authorized to schedule meetings of the independent directors, including executive sessions of the independent directors.
●	Consults, reviews and has the opportunity to provide input on meeting agendas and meeting schedules for the Board.
●	With the Compensation and Human Capital Committee, organizes the annual Board evaluation of the performance of our Chief Executive Officer and senior management.
●	With the Governance and Corporate Responsibility 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, as appropriate.

The role of Lead Independent Director is filled by an independent director recommended by the Governance and Corporate Responsibility Committee, which is composed entirely of independent directors, and appointed by the Board annually.

In addition to the Lead Independent Director position, our Board believes that Board independence and oversight of management are effectively maintained through the Board’s composition, where 89% of our director nominees are independent, and through our Audit, Compensation and Human Capital and Governance and Corporate Responsibility Committees, which are composed entirely of independent directors. Moreover, having one individual perform the roles of Chairman and Chief Executive Officer is not restricted or prohibited by current laws or regulations, and all of our directors, including our Chairman, are bound by fiduciary obligations under law to act in a manner that they believe to be in the best interests of our company.

Board Meetings and Attendance

Our Board and various committees of the Board meet throughout the year. During 2021, there were five meetings of our Board and a total of 21 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 2021 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 2021, executive sessions were held at each regularly scheduled Board meeting, and most regularly scheduled committee meetings.

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Committees of Our Board

Our Board has three standing committees: Audit, Compensation and Human Capital, and Governance and Corporate Responsibility. 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 Governance and Corporate Responsibility Committee annually reviewing all charters and our corporate governance guidelines. Each committee has the authority to retain independent advisors to assist it in carrying out its responsibilities. Committee charters are posted under “Corporate Governance” in the Investors section of our website at www.cmcsa.com.

Audit Committee

Members

Jeffrey A. Honickman (Chair)

Naomi G. Bergman*
Maritza G. Montiel
Asuka Nakahara

Meetings in 2021: 10

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 59.

*	Ms. Bergman is not a nominee for director at our 2022 annual meeting.

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Compensation and Human Capital Committee

Members

Edward D. Breen (Chair)

Gerald L. Hassell
David C. Novak

Meetings in 2021: 6

KEY RESPONSIBILITIES

●	Oversees and sets compensation for our senior executives.
●	Performs an annual review of our compensation philosophy, executive compensation programs and the performance of senior executives, including our named executive officers (“NEOs”).
●	Evaluates annually whether there are any risks associated with our executive compensation program.
●	Oversees succession planning for senior management.
●	Reviews compensation and benefit plans and policies generally, including with respect to compensation of our senior executives and other employees.
●	Reviews programs and strategies with respect to human capital management, including with respect to talent recruitment, development and retention, employee engagement and workforce composition.
●	Reports its discussions to the full Board for consideration and action when appropriate.

Each member of our Compensation and Human Capital Committee qualifies as a “non-employee director” under Rule 16b-3 under the Securities Exchange Act of 1934.

The Compensation and Human Capital Committee Report is included on page 46.

Governance and Corporate Responsibility Committee

Members

Kenneth J. Bacon (Chair)

Madeline S. Bell
Jeffrey A. Honickman

Meetings in 2021: 5

KEY RESPONSIBILITIES

●	Provides general oversight of corporate governance.
●	Oversees culture of compliance and ethical business conduct, including compliance program.
●	Reviews significant legal and regulatory compliance risks, such as privacy.
●	Oversees, monitors and receives reports on workplace harassment and discrimination matters.
●	Reviews and assesses our corporate social responsibility report and significant environmental and social issues, risks and trends, including by receiving periodic reports on DE&I initiatives and matters.
●	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.

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Board and Committee Strategy, Risk and Environmental, Social and Governance (“ESG”) Oversight Responsibilities

Our Board and its committees provide guidance to and oversight of management with respect to our business strategy throughout the year. Various elements of strategy are discussed at every Board meeting, and our management is charged with executing the business strategy and updating the Board on progress and execution throughout the year.

While active risk management is primarily the responsibility of our management, our Board understands the significant risks facing our company, including those related to relevant ESG issues, and exercises, as a whole and through its committees, an appropriate degree of risk oversight. Our management, with involvement and input from our Board, performs a companywide enterprise risk management (“ERM”) assessment to identify key risks and to manage and mitigate the significant strategic, operational and legal risk areas for our company. Our executive management team has the overall responsibility for, and oversight of, this process, and an ERM steering committee composed of legal, financial and business executives 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 highlight significant relevant risks and exposures, including those listed below as core enterprise risks identified through our ERM process.

Our Board and its committees exercise their respective roles in strategy, risk oversight and oversight of significant ESG matters in a variety of ways, as set forth below. Certain matters may be addressed by both the Board and its committees. Our Board oversees the core enterprise risks identified through our ERM process for Board-level oversight (either as a whole or as delegated to its committees), and each Board committee addresses the risks that fall within its area of responsibility. Each committee also reports its discussions to the full Board for consideration and action when appropriate.


Board of Directors
Oversight of Core Enterprise Risks
Competitive Risks	Reputational Risks	Succession Planning	Capital Allocation	Cybersecurity & Privacy	Legal & Regulatory

Audit
Committee

Compensation & Human
Capital Committee

Governance & Corporate
Responsibility Committee

Oversight of ERM assessment process, as well as:

● Financial reporting and accounting matters

● Internal controls

● Financial risks

● Cybersecurity and business continuity

Oversight of:

● Executive compensation program

● Nonemployee director compensation

● Human capital management, including talent recruitment, development and retention, employee engagement and workforce composition

Oversight of:

● Corporate governance and 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

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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		Corporate Governance
	● Strong Lead Independent Director, with Defined Role and Responsibilities ● 89% of Director Nominees are Independent ● Director Tenure Considered in Annual Board Director Independence Determinations ● All Members of Board Committees are Independent ● Opportunity for Executive Sessions at Every Board and Committee Meeting ● 44% of Director Nominees are Diverse by Gender or Race ● 33% Racial/Ethnic Diversity ● 22% Female ● Compensation and Human Capital Committee Directly Retains Independent Compensation Consultant		● 3 New Independent Directors within Past 6 Years ● Average Tenure of Independent Directors is 10 Years ● Mandatory Independent Director Retirement at 72 ● Director “Overboarding” Policy ● Annual Board Assessment Process ● Robust Shareholder Engagement Program ● Met with over 40 investors owning over 50% of Class A common stock on Governance, Compensation and other ESG matters ● Annual Director Elections ● Proxy Access By-Law ● Recoupment (“Clawback”) Policy for Executive Compensation ● No Automatic Acceleration of Vesting in Connection with a Change in Control


	Board Performance		Stock Ownership Requirements
	● Annual Board and Committee Evaluations ● Board/Committee Oversight of Strategy, Significant Company Risks and ESG Matters ● Annual Board and Compensation and Human Capital Committee Discussion of Succession Planning for CEO and Senior Executives ● Director Education on Key Company Topics and Issues, Including as Requested by Independent Directors		● NEOs and Nonemployee Directors Subject to and in Compliance with Robust Stock Ownership Requirements ● CEO = 10x Salary ● Other NEOs = 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

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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 Compensation and Human Capital 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 Compensation and Human Capital 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 Compensation and Human Capital 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 Governance and Corporate Responsibility 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 Governance and Corporate Responsibility Committee (as it relates to both the Board and all committees), each committee (as it relates to such committee) and, as appropriate, any individual director. In addition to the formal evaluation process, directors provide feedback on the Board’s and its committees’ performance on an ongoing basis. The Governance and Corporate Responsibility 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.

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 the rules of the SEC or Nasdaq.

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Shareholder Engagement

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&S initiatives and executive compensation.

The key elements of our investor relations outreach program are below:

• Focused, one-on-one meetings with investors, senior management and, at times, independent directors, on a range of governance, compensation and E&S matters, as well as general business and strategy updates • Meetings with proxy advisory firms • Live webcasts of quarterly earnings presentations • Live webcasts of CEO, CFO and other business leaders speaking at investor conferences • Met with over 350 investors on strategy and business results through a combination of group meetings and one-on-one meetings • Discussions with most proponents of shareholder proposals before proxy statement filed • Meetings with investors to discuss annual meeting proposals • Review and consider shareholder voting results Governance and E&S Engagements Annual Meeting Round Engagement Investor Relations Year- Investor Feedback Outcomes from • Board and/or its committees review and consider annual meeting voting results and investor feedback received from engagements • As a result of these meetings, over the past year: • Implemented multiple changes to our executive compensation program (see pages 31-32) • Provided additional E&S disclosures in 2021, available on our ESG Reporting website www.cmcsa.com/esg-reporting, including: • supplementing our current DE&I reporting with information from EEO-1 reports • increasing information on trade association lobbying • reporting for the first time consistent with both SASB and TCFD frameworks

Over past year, met with over 40 investors owning over 50% of Class A common stock on governance, compensation and E&S matters.

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 82 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.

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Executive Compensation

Proposal 2: ADVISORY VOTE TO APPROVE 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 2021 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 named executive officers, 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 Compensation and Human Capital 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.

Our Board unanimously recommends that shareholders vote “FOR” approval of the compensation of our named executive officers.

Compensation Discussion and Analysis

This discussion and analysis describes our executive compensation philosophy, process, plans and practices and gives the context for understanding and evaluating more specific compensation information in the tables and related disclosures that follow.

Executive Overview

Overall Performance

Mr. Roberts and our senior leadership team have successfully led our company over the past two years as the world continued to navigate ongoing challenges from the pandemic, achieving strong operating and financial results and underscoring the strength and resilience of our business. In the face of unique and ongoing challenges posed by the pandemic, we pivoted quickly, executed well and came together globally to support employees, customers, guests and communities.

Our relentless focus on innovation and execution, balanced with financial discipline, enabled us in 2021 to deliver strong performance across our businesses and invest for the future, while increasing our return of capital to shareholders. As described above in “About Comcast—2021 Performance Overview,” our 2021 consolidated operating and 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. The strength of our company’s balance sheet both supported our business priorities and investments and enabled us to return more capital to shareholders sooner than anticipated as our debt leverage ratios returned to target levels following the Sky acquisition over three years ago.

Comcast Cable continued its strong financial and operating performance in 2021. The significant investments we have made in our technology and network over the years to stay ahead of demand and to maintain speed and reliability continued to differentiate our broadband experience, leading to 1.3 million net new broadband customers in 2021 and bringing total broadband subscribers to 31.9 million at year end.

The impact of the global pandemic continued to have some negative impacts on NBCUniversal and Sky, yet their leadership teams led strong recoveries, posting results that surpassed our expectations leading into 2021. At NBCUniversal, our theme parks performed exceptionally well, reopening safely with strong attendance and financial results, while also adding new attractions and opening Universal Beijing Resort. Peacock, our streaming service that launched in mid-2020, showed significant growth in monthly active accounts and revenue relative to 2020. In 2021, programming and production levels normalized at both NBCUniversal and Sky, and we continue to monetize our intellectual property through creative new options for content licensing windows and distribution.

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Mr. Roberts and our senior leadership team executed exceptionally well, working together across our complementary, high-performing business units to continue to accelerate convergence in media and technology. In 2021, as we sought to expand the reach of our proprietary global technology platform and addressable customer base, we launched Sky Glass in the United Kingdom and XClass TV in the United States. Both of these products are built upon our existing investments across our company in X1, Flex and Sky Q.

Our Board credits our NEOs for their successful leadership in 2021 – they not only delivered for our shareholders, but also continued to support our stakeholders, including our employees, customers, suppliers and the communities where we operate. From our dedication to bridging the digital divide 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 lessen our environmental footprint by setting a goal to be carbon neutral by 2035 for Scope 1 and 2 emissions across our global operations, our senior leadership team continued to lead by example and reinforce our company’s commitment to doing what’s right while underscoring our commitment to act with integrity. See “Spotlight on our Corporate Responsibility Initiatives” for additional information.

2021 Compensation Overview

In making compensation decisions for 2021, the Compensation and Human Capital Committee considered, among other things, the exceptional leadership and performance of our NEOs in successfully managing our company for the long-term. The Compensation and Human Capital Committee also sought to ensure that the compensation program for our NEOs aligns compensation with shareholders’ interests and our long-term strategic goals, delivers pay for performance and reflects shareholder input and prevailing market pay practices.

Below is a brief overview of key executive compensation decisions that were made in respect of 2021 compensation, all of which are discussed in additional detail under “Our Approach to Compensation” and “Compensation Decisions” below. Many of these decisions reflect the significant changes to our executive compensation program design and structure as described in more detail immediately below in “Shareholder Feedback on Executive Compensation and Compensation-Related Changes.”

●	Dana Strong was appointed the CEO of Sky and became an NEO for the first time in 2021. Ms. Strong previously was President of Consumer Services for Comcast Cable’s residential businesses in the United States.

●	The Compensation and Human Capital Committee did not increase the base salaries of our NEOs, other than those of Mr. Watson and Ms. Strong. In November 2021, the Committee and Mr. Roberts agreed to reduce his annual base salary to $2.5 million.

●	Annual cash bonus payouts reflected the strong performance of our company in 2021, paying out at ranges between 125% and 133%.

●	Performance-based restricted stock units (“PSUs”) granted in 2021 have a cumulative three-year performance period and are earned based on the achievement of financial goals that emphasize capital efficiency, sustained earnings growth and creation of shareholder value relative to market performance.

●	Eliminated above-market interest earnings on deferred compensation for NEOs and directors.

As a result of these changes, the vast majority of our NEOs’ compensation is performance-based, strongly aligning the NEOs’ compensation with our shareholders’ interests.

2021 CEO COMPENSATION MIX		2021 AVERAGE NEO COMPENSATION MIX (EXCLUDING CEO)

25% Annual Cash Bonus 25% Stock Options 40% PSUs 10% Salary 11% Salary <1% Other 43% Annual Cash 18% Bonus Stock Options 28% PSUs <1% Other 90% Total Performance- Based 89% Total Performance- Based

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Shareholder Feedback on Executive Compensation and Compensation-Related Changes

The Compensation and Human Capital Committee carefully considered the results of our 2021 annual meeting, where our shareholders approved the 2020 compensation of our NEOs on an advisory basis by 88% of the votes cast. It discussed our executive compensation program and our voting results with Korn Ferry, its independent compensation consultant.

The Compensation and Human Capital Committee also considered feedback on our compensation program received from shareholders through our corporate governance roadshows, as well as feedback from two proxy advisory firms, and has taken significant steps over the past two years to address this feedback. (See “Shareholder Engagement” on page 28 for additional details on our shareholder engagement program.)

	WHAT WE HAVE HEARD				WHAT WE HAVE DONE
	LONG-TERM INCENTIVE COMPENSATION DESIGN

	Consider having a multi-year performance period for PSUs				PSUs granted in 2021 have a 3-year cumulative performance period, with performance goals determined at the beginning of the 3-year period and measured at the end of the three-year period; previously PSUs had five individual 1-year performance periods
	Consider using a relative performance metric Consider incenting NEOs with a capital allocation performance metric Consider a PSU performance metric not also used in the annual cash bonus program				PSUs granted in 2021 have two relative performance metrics relating to Adjusted Earnings Per Share (“EPS”) growth and TSR and include an absolute return on adjusted invested capital (“ROIC”) performance metric; none of these metrics are used in our annual cash bonus program Specifically: ● PSUs earned based on achievement of two primary performance metrics, each weighted 50%: ● an absolute ROIC metric (calculated for each year during the three-year period and averaged to yield an average ROIC for the cumulative three-year period); and ● relative Adjusted EPS growth to the S&P 100 over the three-year period ● Attainment of primary performance metrics is subject to a relative TSR modifier, interpolated for performance between the bottom and top quartiles (25^th– 75^th percentile), with no positive modifier applied if TSR is negative over the performance period
	ANNUAL CASH BONUS
	Consider aligning relative weighting of quantitative financial performance metrics closer to market				Quantitative financial metrics increased to 70% in 2021 (from 50% in 2020) of the target bonus to closer align with market practice; revenue, Adjusted EBITDA and Free Cash Flow remain the metrics used
	Consider improving the transparency and objectivity of non-financial performance metrics				15% of the target bonus in 2021 is based on strategic operating performance goals such as customer experience, product churn, Peacock user growth, Flex rollout, Xfinity Mobile performance and organizational collaboration 15% of the target bonus in 2021 is based on a qualitative assessment of our progress on stakeholder and sustainability initiatives such as continued leadership in addressing the “digital divide,” further progress on our DE&I and environmental sustainability initiatives, and further enhancing our strong culture of integrity and respect
	DEFERRED COMPENSATION
	Concerns relating to “above-market” interest in deferred compensation program				Eliminated all above-market interest earnings for NEOs (effective as of March 2021) and directors (effective as August 2020) such that they now may only invest deferred compensation in third-party mutual or exchange funds or a Comcast stock fund

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The Compensation and Human Capital Committee considered our executive compensation program holistically as it evaluated how to further enhance our program design while ensuring that the resulting structure will attract, retain and motivate our senior executives and align them with shareholders over the long term. With this view in mind, it determined that, in addition to the changes described above, the vesting terms of our PSUs and options should be reduced to align with broader market practice, with PSUs cliff-vesting at the end of 3 years (as opposed to over 5 years) and options vesting over 5 years (as opposed to over 9.5 years), and that the potential payout of PSUs should be increased to up to 250% (from 125%) of target to reward senior executives for outperformance against rigorous goals.

Our Compensation and Human Capital Committee and 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. Our Compensation and Human Capital Committee, with the assistance of Korn Ferry, continues to evaluate our compensation program design. The Compensation and Human Capital Committee believes that its policies and decisions are consistent with our compensation philosophy and objectives and 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

Employ rigorous PSU performance conditions.

Maintain robust stock ownership guidelines. A person not in compliance cannot sell or otherwise dispose of stock until the applicable ownership requirement is met.

● CEO = 10x base salary

● NEOs = 3x base salary

● Nonemployee directors = 5x annual cash retainer

Prohibit our executive officers and directors from (i) pledging Comcast stock as collateral or holding it in margin accounts and (ii) using any strategies or products to hedge against potential changes in the value of our stock.

Have an incentive compensation recoupment (or “clawback”) policy applicable to our executive officers.

Compensation and Human Capital Committee directly engages Korn Ferry as its own independent compensation consultant.

Use net-settled options, which results in fewer shares issued and less dilution to our shareholders than stock options exercised with a cash payment.

What We Don’t Do

Do not permit the repricing of options of any kind.

Do not maintain any defined benefit pension plans or supplemental executive retirement plans for our NEOs.

None of our equity plans has automatic (“single-trigger”) accelerated vesting provisions in connection with a change in control. Mr. Roberts’ employment agreement has a “double-trigger” change in control provision. No other NEO has any change in control provisions in his or her employment agreement.

Do not pay dividends or dividend equivalents in respect of any unearned PSUs or RSUs or on any stock options.

Do not provide premium payments or reimbursements, or tax payments, to our NEOs under any life or any other insurance policies.

Do not provide for any excise or other tax gross-ups for our executive officers.

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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 create shareholder value.

●	To motivate and retain our executives, we provide pay opportunity levels that are highly competitive.

●	Our compensation program is designed to achieve an appropriate balance of elements to reward our NEOs for their performance and create long-term shareholder value. In addition to fixed compensation, we provide short-term and long-term performance-based compensation that includes company-specific performance goals, as well as relative performance goals that measure our shareholder value creation relative to market performance.

●	Our short-term annual bonus program includes quantitative financial performance goals that are based, in part, on enterprise-wide and business unit consolidated budgets that are prepared annually and take into consideration the cyclicality of working capital in our business, capital spending plans for the upcoming year, target product rollout numbers and other relevant factors. We balance out our annual bonus program by also incenting attainment of strategic operating performance goals and key stakeholder and sustainability initiatives.

●	Our annual long-term incentive program is composed of grants of PSUs and stock options. PSUs awarded in 2021 have meaningful performance conditions for vesting measured over a three-year period based on two relative performance metrics relating to Adjusted EPS growth and TSR as well as an absolute ROIC performance metric, all of which balance internal goals and relative market performance. Stock options are inherently performance-based in that our stock price must appreciate for the options to deliver any value.

●	The primary financial quantitative metrics used in our 2021 incentive compensation programs generally reflect those used internally to measure our performance and externally to report to investors. Many of these measures are tied to cash generation, capital efficiency and generating sustained profitable growth over time, as well as measure our growth and increase in shareholder value relative to market peers. As a result, the financial metrics used in our 2021 executive compensation program were:

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

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. We believe that the significant changes we made to our compensation program for 2021, as discussed above in “Shareholder Feedback on Executive Compensation and Compensation-Related Changes” and below in “Design and Structure of Executive Compensation — Equity-Based Incentive Compensation” further enhance the performance-based nature of our executive compensation program.

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Design and Structure of Executive Compensation

Elements of Compensation Program

We view the executive compensation program on a “portfolio” basis to achieve an appropriate balance of compensation elements to motivate and reward our NEOs for their performance and create long-term shareholder value. The following chart illustrates our view of the significant aspects of the portfolio used for 2021. (See “Shareholder Feedback on Executive Compensation and Compensation-Related Changes” above and “Equity-Based Incentive Compensation” below for more information about enhancements we made to our compensation program design for 2021.)

TYPE	ELEMENT	WHY WE USED IT	COMPENSATION HIGHLIGHTS
	Base Salary	● Necessary to attract and retain our NEOs. ● Serves as a baseline measure of an NEO’s value. ● Guaranteed compensation in exchange for investing in a career with us.	● Salary level is based on individual performance, position within the organization and any increase in duties and responsibilities.
	Annual Cash Bonus	● Provides a competitive annual cash bonus opportunity and completes our competitive total annual cash compensation package. ● Target bonus is based on the Compensation and Human Capital Committee’s assessment of the optimal mix of base salary and annual cash bonus compensation. ● Supports our objective that NEOs must balance achieving satisfactory or better current year (short-term) results with long-term value creation.	● Based on objective quantitative financial performance metrics and quantitative and qualitative goals relating to key operating performance goals. ● Includes a qualitative portion based on stakeholder and sustainability initiatives such as continued leadership in addressing the “digital divide,” further progress on our DE&I and environmental sustainability initiatives, and further enhancing our strong culture of integrity and respect.
	Annual PSU Grants	● Fosters a long-term commitment, motivates executives to improve the long-term market performance of our stock and focuses them on the long-term creation of shareholder value. ● Links the NEOs’ decision-making with the long-term outcomes of those decisions. ● Creates a meaningful retention tool and ties value ultimately realized to longer-term performance.	● Cliff vest after three years. ● Vesting is dependent upon achievement of absolute and relative performance metrics established at the beginning of the three-year period. ● Ultimate value of shares acquired upon vesting depends on attainment of metrics and stock price.
	Annual Stock Option Grants	● Fosters a long-term commitment, motivates executives to improve the long-term market performance of our stock and focuses them on the long-term creation of shareholder value. ● Links the NEOs’ decision-making with the long-term outcomes of those decisions. ● Relatively long vesting period creates a significant retention tool and ties value ultimately realized to our long-term performance.	● Vest 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.

VARIABLE, LONG-TERM, PERFORMANCE-BASED VARIABLE, SHORT-TERM, PERFORMANCE-BASED FIXED

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Compensation Decisions

Base Salary

In 2021, the Compensation and Human Capital Committee did not increase the base salaries of our NEOs, other than those of Mr. Watson and Ms. Strong. The Compensation and Human Capital Committee increased Mr. Watson’s base salary after considering his exceptional leadership as CEO of Comcast Cable and Ms. Strong’s base salary as a result of her appointment as CEO of Sky.

In November 2021, the Compensation and Human Capital Committee and Mr. Roberts agreed to reduce his annual base salary to $2.5 million, which will further lower the proportion of his fixed versus variable compensation, and to use this reduced salary for purposes of calculating his annual cash bonus as if the reduction had been in effect since the beginning of 2021.

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.

●	The target bonus opportunity in 2021 was 300% of salary for each NEO.
●	Below are the target weightings for each element of the annual cash bonus plan for our NEOs in 2021. The maximum bonus achievable was 185%, based on a maximum weight of 140% for all of the financial metrics and of 22.5% for each of the operating performance and stakeholder and sustainability-related goals.

Financial (70%)*

Operating Performance (15%)

Stakeholder & Sustainability
Initiatives (15%)

Adjusted
EBITDA
(35%)

Free
Cash Flow
(28%)

Revenue
(7%)

Customer Experience, Product Churn, Peacock User Growth, Flex Rollout, Xfinity Mobile Performance & Organizational Collaboration

Bridging the Digital Divide, Diversity, Equity and Inclusion, Environmental Sustainability & Company Culture

*	For Messrs. Watson and Shell and Ms. Strong, the same financial metrics and weightings apply, calculated 50% at the Comcast consolidated level and 50% at their respective business unit level.

2021 Financial Metrics and Results

The performance ranges below were used as the financial performance metrics for the NEOs’ 2021 target bonus. Achievement for each financial metric would be zero if performance is below the minimum threshold of the metric’s range, with potential payouts ranging from 14% if achievement for all three financial metrics is at the low end of the range to a maximum of 140% for achievement of all three metrics at the top end of the range. See “2021 Performance” above for a description of our Company’s strong financial performance in 2021.

	PERFORMANCE RANGE⁽¹⁾ ($ IN BILLIONS)	ACTUAL ACHIEVEMENT⁽²⁾⁽³⁾
Adjusted EBITDA	29.725 – 32.853	70%
Free Cash Flow	8.439 – 11.417	56%
Revenue	107.114 – 118.390	11%

⁽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 linearly between specified achievement levels and are presented based on the maximum weighted levels of achievement described in the section immediately above.
⁽³⁾	Because Messrs. Watson and Shell and Ms. Strong’s annual cash bonus was based 50% on the above consolidated financial metrics and 50% on the same metrics for their respective business unit levels, their respective achievement for all the financial metrics (on a combined basis) varied as follows: Watson: 135%; Shell: 137%; and Strong: 121%.

2022 Proxy Statement

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In setting financial metrics for 2021, the Compensation and Human Capital Committee and management were mindful of the inherent uncertainty regarding the extent and duration of potential continued negative impacts of COVID-19 on our businesses. However, as vaccination rates increased and restrictive government mandates subsided at various points throughout the course of 2021, the exceptional leadership of our NEOs helped our business operations and financial performance to rebound more quickly than expected as compared to 2020 performance. For example, as described above in “2021 Performance Overview,” our theme parks performed exceptionally well, with strong attendance and financial results as we adapted to find safe and creative ways to operate. Peacock, our streaming service that launched in mid-2020, beat our own internal monthly active account and revenue targets in 2021, and we continued to find innovative ways to monetize our intellectual property through new options for content licensing windows.

2021 Operating Performance Goals and Results

Operating performance goals accounted for 15% of the 2021 target annual bonus, with potential payouts ranging from 0% to 22.5%. The following goals and performance against those goals were evaluated by the Compensation and Human Capital Committee in determining that achievement could merit target payout levels. These considerations included both quantifiable outcomes as to whether we met or exceeded expectations of achievement and the Compensation and Human Capital Committee’s holistic evaluation of the NEOs’ performance, collectively and individually, in executing against strategic operational priorities as described immediately below and in “2021 NEO Performance.” Certain details about the performance of our operating goals are not disclosed due to competitive concerns.

GOALS		2021 PERFORMANCE CONSIDERATIONS
Product Churn		Product churn relates to the stability of our cable customer base and customer net additions. Comcast Cable’s customer relationship net additions were driven by 1.3 million net new broadband customers in 2021, bringing total broadband subscribers to 31.9 million at year end. Customer churn, particularly in our U.S. broadband business and in the United Kingdom at Sky, remained at historically low levels during 2021.
Peacock User Growth		Peacock continued its growth of monthly active accounts in the United States, ending 2021 with more accounts than we had initially planned. We also plan to rollout Peacock content across Sky territories, and have begun providing Sky customers in the United Kingdom and Ireland with early access to Peacock.
Xfinity Mobile Performance		Comcast Cable wireless customer line net additions were 1.2 million, the best annual result since we launched Xfinity Mobile in 2017. Our wireless business also reached profitability on a standalone basis for the first time since it was launched.
Customer Experience Metrics		Customer experience includes our relational net promoter score, unique contact rate and other customer experience metrics. In 2021, our agent-handled calls were reduced by 14%, truck rolls were reduced by 18%, and our net promoter scores increased by 20% — collectively showing that our self-help tools and processes continue to improve customer experience metrics.
Flex Rollout		Comcast Cable continued its rollout of Flex, deploying over 2 million additional boxes in 2021. Through our global technology platform, we have expanded the reach of our Flex investment in the United States through the deployment of our XClass TV.
Organizational Collaboration		Our businesses continued their strong collaboration with one another. In 2021, we launched Sky Glass in the United Kingdom and XClass TV in the United States, with both products leveraging our proprietary, global technology platform as we continue to work to provide more ways to bring the best of our entertainment operating system to more consumers. Peacock’s user base has benefited from distribution domestically through Comcast Cable’s X1 video service and Flex customers, as well as internationally from Sky as noted above.

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2021 Stakeholder and Sustainability-Related Goals

Stakeholder and sustainability-related goals accounted for 15% of the 2021 target annual bonus, with potential payouts ranging from 0% to 22.5%. The following goals and performance against those goals were considered by the Compensation and Human Capital Committee in determining that achievement could merit target payout levels. Rather than reducing our stakeholder and sustainability goals to any one metric or set of metrics, these considerations were primarily based on the Compensation and Human Capital Committee’s independent and holistic evaluation of the NEOs’ efforts, collectively and individually, to further progress key stakeholder and sustainability initiatives and priorities as described immediately below and in “2021 NEO Performance.”

GOALS

2021 PERFORMANCE CONSIDERATIONS

Bridging the Digital Divide

We continued our strong leadership in bridging the digital divide by actively sponsoring and participating in programs designed to extend our broadband services to underserved and unserved Americans in 2021 by:

● Promoting and sponsoring our Internet Essentials program as America’s leading broadband product for low-income families, including by expanding eligibility and providing affordable opportunities for school districts and other organizations to connect students to broadband access at home; to date, we have collaborated with hundreds of schools and organizations across the country.

● Supporting and participating in the federal government’s broadband benefits programs to provide discounted internet service to those in need, namely the Emergency Broadband Benefit program that launched in May 2021 and its successor, longer-term Affordable Connectivity Program that launched at the end of 2021. Through these programs, which enable qualifying low-income customers to apply a financial subsidy to our broadband services, customers can receive our Internet Essentials service or our new enhanced Internet Essentials Plus service with twice the download speed – up to 100 Mbps – effectively for free.

● Participating in federal, state and local programs designed to fund the expansion of broadband to unserved Americans and extending our world class network to new areas where reliable, high-speed internet services had been unavailable.

● Continuing the initiatives we had established in 2020 in response to the global pandemic aimed at providing internet access to those who did not have it, including providing eligible new customers with 60 days of free service, making our 1.5 million public Wi-Fi hotspots available for free, waiving bad-debt program eligibility and creating affordable and flexible payment plans to allow customers and small businesses to retain their services.

● Partnering with non-profit organizations and city leaders to create, through the end of 2021, more than 1,000 Lift Zones in community centers nationwide where students in need of internet-equipped spaces for remote learning can connect to the internet to participate in distance learning.

DE&I

Our DE&I efforts focus on areas where we believe we can make the most impact given the nature of our business, such as workforce, the programming we create and distribute and the supplier relationships we have.

● In 2021, we continued our efforts to increase representation in leadership roles, increasing representation of women and people of color in vice president-level and above positions in the United States to approximately 42% and 24%, respectively.

● We continued to amplify diverse voices and cultures through our media platforms, including through Xfinity’s curated On Demand special collections, NBCUniversal’s ‘The More You Know’ series of public service announcements and NBC News’ ‘The Racism Virus’ on the stark rise in anti-Asian discrimination, to name a few examples. NBCUniversal also launched NBCU Academy, an innovative, multiplatform journalism training and development program for students at Historically Black Colleges and Universities and diverse-serving institutions, as well as a multi-year $3.5 million scholarship fund for underrepresented students.


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GOALS		2021 PERFORMANCE CONSIDERATIONS
		● In 2021, we spent over $4.3 billion with diverse Tier 1 vendors (with direct purchases from over 3,250 diverse suppliers) and over $390 million with diverse Tier 2 subcontractors. ● In 2021, we invested $25 million in the Seibert Williams Shank Clear Vision Impact Fund, a diverse-led and diverse-serving financial institution that provides direct support to local community businesses, and $10 million in the Inclusiv Racial Equity and Resilience Investment Fund, which is aimed at building equity in credit unions led by and/or serving people of color.
Environmental Sustainability		Led by our senior leadership team, we set a goal to be carbon neutral by 2035 in Scope 1 and 2 greenhouse gas emissions across our global operations in May 2021. We also created an enterprise steering committee, led by Mr. Cavanagh and our Chief Legal Officer, to help facilitate progress toward our carbon neutral goal and further environmental initiatives. Knowing that purchased electricity accounts for the majority of our Scope 1 and 2 emissions, we have further developed our renewable energy procurement strategy, signing in 2021 a long-term purchase agreement for renewable electricity to power approximately 12% of our current U.S. electricity use beginning in 2024-2025. We also reported for the first time under both the SASB and TCFD frameworks in 2021.
Culture of Integrity and Respect		Individually and as a whole, our NEOs provided critical leadership in furthering each of the important stakeholder and sustainability initiatives described above. They also reinforced our strong commitment to a workplace culture that emphasizes integrity and respect and intolerance of harassment and discrimination.
2021 NEO Performance In evaluating the strategic operating performance goals and stakeholder and sustainability initiatives portions of the annual cash bonus, the Compensation and Human Capital 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 led our company’s strategic focus on connectivity, aggregation and streaming, which we believe will better position our company for the long-term. Mr. Roberts set the tone for our businesses to execute at the highest level, to work together across our complementary, high-performing businesses at Comcast Cable, NBCUniversal and Sky and to continue to accelerate convergence in media and technology and leverage our global technology platform. At the same time, he continued to guide our company’s overall response to the pandemic and reinforce our stakeholder and sustainability initiatives, all with a focus on doing the right thing for all of our stakeholders and society at large.
Michael J. Cavanagh		Mr. Cavanagh led our businesses in responding to and reemerging from the depths of the global pandemic. Mr. Cavanagh continued to focus on capital allocation, balance sheet strength and our liquidity. He led important decisions about return of capital alternatives, including raising our dividend to $1.08 a share on an annualized basis for 2022, an increase of 8% year-over-year, and resuming our share repurchase program in May 2021 after having paused it in 2019 to accelerate the reduction of indebtedness incurred in connection with the Sky acquisition. In addition to his financial leadership, Mr. Cavanagh framed and led the execution of key decisions on critical strategic and operational initiatives across all of our businesses, as well as providing leadership alongside Mr. Roberts to the entire company as we continue to adapt to the post-pandemic environment.

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David N. Watson		Mr. Watson successfully led Comcast Cable, adding 1.3 million net new broadband customers and continuing our efforts to keep America connected and employees safe throughout the pandemic. Under Mr. Watson’s leadership, we continue to invest significantly in our broadband network to better optimize performance, deliver faster internet speeds and proactively fix problems. In 2021, for example, we completed a series of tests that demonstrated the success of DOCSIS 4.0 technology, culminating in a prototype modem capable of delivering multi-gigabit speeds. Under his leadership, Comcast Cable continued its strong financial and operational performance in 2021, with its revenue increasing by 7.1% to $64.3 billion and its Adjusted EBITDA increasing by 11.2% to $28.1 billion.
Jeffrey Shell		Mr. Shell continued to successfully lead and mitigate negative pandemic impacts on NBCUniversal in 2021. Under Mr. Shell’s leadership, our theme parks performed exceptionally well, and we opened Universal Beijing Resort in September 2021. He also continued to lead our strategy for Peacock, which experienced significant growth in monthly active accounts and revenue. NBCUniversal has also innovated to create new pay windows for early viewing opportunities to better monetize our content and intellectual property, including on Peacock. NBCUniversal’s financial performance rebounded well in 2021, with its revenue increasing by 26.1% to $34.3 billion and its Adjusted EBITDA increasing by 6.0% to $5.7 billion, including Peacock losses.
Dana Strong		Ms. Strong, in her first year as CEO of Sky, provided strong leadership that resulted in increased Sky Q penetration, the launch of Sky Glass and securing the majority of Sky’s key content rights through 2025. Under Ms. Strong’s leadership, Sky continued to progress its environmental sustainability leadership in 2021, sponsoring the United Nations’ 26^thClimate Conference (COP26) in Glasgow in which Ms. Strong participated as a speaker. Sky’s financial performance rebounded well in 2021, with its revenue increasing 9.1% to $20.3 billion, or 3.1% excluding the impact of foreign currency. Sky Adjusted EBITDA increased 20.8% to $2.4 billion, or 10.2% excluding the impact of foreign currency. See Appendix A for a reconciliation.

2021 Bonus Achievement

Performance relative to the metrics and goals described above would result in potential bonuses for the NEOs ranging from 151%-167% in light of our strong operating and financial performance and exceptional NEO leadership in 2021. After considering the faster than expected rebound of our businesses due to progress in the control of the pandemic and its effects generally, however, the Compensation and Human Capital Committee, following discussion with management, reduced the NEO bonuses to the levels set forth below. The Compensation and Human Capital Committee also determined, at Mr. Roberts’ request, to compute his bonus based on his reduced annual salary of $2.5 million, as if the reduction had been implemented at the beginning of 2021.

	ROBERTS	CAVANAGH	WATSON	SHELL	STRONG
Total Paid (% of Target)	125%	125%	133%	133%	133%
Total Cash Bonus Paid	$8,625,586	$8,625,001	$8,969,828	$9,975,000	$8,247,836⁽¹⁾

⁽¹⁾	Ms. Strong’s bonus was paid in British pounds sterling and was converted to U.S. dollars using the 2021 average of daily spot rates of £1 to $1.3757.

Equity-Based Incentive Compensation

To continue to promote the alignment of our executive compensation program and long-term shareholder value creation, and after considering feedback received from our shareholders, the Compensation and Human Capital Committee adopted a new approach to our equity-based compensation program for 2021. The Compensation and Human Capital Committee believes that this refocused approach reinforces our performance culture by incorporating the achievement of longer-term absolute and relative financial and share-based performance metrics into our PSU awards as a further complement to the annual financial and operational metrics used under our annual cash bonus program. For a discussion of the key changes made to our equity compensation program for 2021, please see “Shareholder Feedback on Executive Compensation and Compensation-Related Changes” above.

2022 Proxy Statement

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The table below reflects the key features of our equity compensation program for 2021:

KEY FEATURES		2021 EQUITY COMPENSATION PROGRAM
Performance Period

SEC Form DEF 14A filed by Comcast Corporation