DEF 14A 1 cmcsa3829211-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. )

☑

Filed by the Registrant

☐

Filed by a Party other than the Registrant

CHECK THE APPROPRIATE BOX:
☐		Preliminary Proxy Statement
☐		Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material Under Rule 14a-12

Comcast Corporation

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
☑	No fee required.
☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
		1) Title of each class of securities to which transaction applies:
		2) Aggregate number of securities to which transaction applies:
		3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
		4) Proposed maximum aggregate value of transaction:
		5) Total fee paid:
☐	Fee paid previously with preliminary materials:
☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
		1) Amount previously paid:
		2) Form, Schedule or Registration Statement No.:
		3) Filing Party:
		4) Date Filed:

Table of Contents

Notice of 2021 Annual
Meeting of Shareholders
and Proxy Statement

Table of Contents

2020 Company Highlights

Strong Execution on Key Strategic Priorities

Broadband

Aggregation

Streaming

$15 billion

investment in Comcast Cable’s broadband network since the beginning of 2017 enabled us to stay ahead of demand

2 million

broadband customer net additions in the U.S. in 2020

#1 provider in U.S. / #2 in U.K.

in terms of internet customers

Further deployed X1, Flex & Sky Q

with 47 million devices deployed, provide more of our customers with our best aggregation platforms

90+ new apps

added in 2020 on Xfinity X1, Flex and Sky Q, adding more great content and value

Launched Peacock with 33 million sign-ups in the U.S. after 6 months

NBCUniversal strategically entered the streaming market with a differentiated, free, ad-supported service that leveraged technologies and capabilities across our businesses to launch more quickly and effectively

NOW gained new users

Sky’s streaming offering, NOW, added new users streaming the latest TV, movies and live sports through Sky Cinema and Sky Sports

Supporting through COVID-19

Working Toward Equity

Employee Response

$500 million+

in support for our employees where operations were closed or impacted by COVID-19 in 2020

Customer Support

1.5 million

public WiFi hotspots in our network were opened for free

Community Impact

1,000 WiFi-Connected Lift Zones

in community centers across the U.S. for low-income students planned by the end of 2021, with 375+ launched to date

Diverse Board

50% Director Diversity

by gender, race or ethnicity, with 30% gender and 30% racial and ethnic diversity

Building a More Inclusive World

$100 million

incremental commitment to fight injustice and inequality against any race, ethnicity, gender identity, sexual orientation or ability

Addressing Digital Inequities

5 million

low-income students connected to the internet through Internet Essentials, which we believe is the largest and most comprehensive broadband adoption program for Americans, since 2011

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. 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,” “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”). Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date they are made. We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events or otherwise. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.

Table of Contents

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

Dear Shareholders,

The past year and the COVID-19 pandemic brought with it unprecedented societal and business challenges – the most difficult we have faced in our nearly 60-year history. We are immensely proud of Comcast’s performance under the Board of Directors’ stewardship and grateful for a leadership team that adapted and innovated to keep our people, customers and communities safe and supported. Our focus, expertise and passion led to a strong year for our organization and we believe positions us for continued long-term success.

The products and services we provide were more important than ever, as millions relied on our broadband to work and learn from home and turned to our entertainment, news and sports platforms for information and enjoyment. Comcast Cable’s results this year were strong, highlighted by record total customer and broadband additions, and impressive growth in adjusted EBITDA. NBCUniversal responded quickly to the pandemic, accelerating the reorganization of its television businesses, releasing new films direct to consumers by creating a premium video on demand window and reopening the parks safely, while successfully launching the new Peacock streaming service, which surpassed 33 million sign-ups in just over its first six months. Sky also reacted swiftly and effectively, and as a result, revenue and customer relationships at the end of the year returned to pre-COVID levels.

The core values of our organization – entrepreneurial spirit, doing the right thing and acting with integrity, respect for each other and giving back to the community – guided us as we worked diligently to accelerate key initiatives that would help those that were hardest hit by the pandemic. With the full support of our Board, we moved the vast majority of our employees to work from home to keep them and their families safe and provided more than $500 million to support employees where operations were closed. We expanded Internet Essentials, which we believe is America’s largest and most successful broadband adoption program, to reach even more low-income families, and launched WiFi-enabled Lift Zones in hundreds of community centers to help those without a home connection get online.

In response to the urgently needed national dialogue around race and inequity, our company mobilized, building on a long-standing commitment to diversity, equity and inclusion, with an additional $100 million commitment to fight inequality and racism against any race, ethnicity, gender identity, sexual orientation or ability. These efforts, which are outlined in greater detail in the pages that follow, will remain key focus areas of our Board and our business as we continue to work hard to make a difference.

As we look ahead to 2021, we do so with renewed confidence and optimism. We have entered the year with a strong balance sheet and a continued strategic focus on broadband, aggregation and streaming. We will continue to oversee and operate our organization for the long term, with support for our employees, customers and communities, and drive overall value for our company and shareholders.

Thank you for your investment in Comcast and for your commitment. We are excited about the promise of the year ahead and the opportunity to serve you and our company as directors.

Sincerely,

Brian L. Roberts

Chairman, President and Chief Executive Officer

Edward D. Breen

Lead Independent Director

2021 Proxy Statement

Table of Contents

Notice of 2021 Annual Meeting of Shareholders of Comcast Corporation

DATE

June 2, 2021

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 5, 2021

Voting Items

PROPOSAL 1

Elect directors

PROPOSAL 2

Advisory vote to approve executive compensation

PROPOSAL 3

Ratify appointment of independent auditors

PROPOSAL 4

Vote on one shareholder proposal

Board Voting

Recommendation

FOR each director nominee

FOR

AGAINST

Only shareholders of record on April 5, 2021 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 23, 2021.

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 23, 2021

THOMAS J. REID
Secretary

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to Be Held on June 2, 2021: Our proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 are available at www.proxyvote.com.

Table of Contents

Message from Our Chairman, President and CEO and Our Lead Independent Director	3
Notice of 2021 Annual Meeting of Shareholders of Comcast Corporation	4
About Comcast	6
Our COVID-19 Response	9
Diversity, Equity and Inclusion at Comcast	10
Corporate Governance and Board Matters	12

PROPOSAL 1: Election of Directors
Board of Directors	12
Board Structure and Responsibilities	20
Corporate Governance Practices, Policies and Processes	24
Executive Compensation	27

PROPOSAL 2: Advisory Vote to Approve Executive Compensation
Letter from the Compensation Committee	28
Compensation Discussion and Analysis	29
Compensation Committee Report	46
Executive Compensation Tables	47
Audit Committee Matters	56

PROPOSAL 3: Ratification of Appointment of Independent Auditors
Report of the Audit Committee	57

Shareholder Proposal	59
Proposal 4: Shareholder Proposal to Conduct Independent Investigation and Report on Risks Posed by Failing to Prevent Sexual Harassment
Information about Stock Ownership	62
Compensation of Directors	64
Related Party Transactions Policy and Certain Transactions	66
Other Information	67
Appendix A: Reconciliations of Non-GAAP Financial Measures	A-1

2021 Proxy Statement

Table of Contents

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 broadband, aggregation and streaming with over 56 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.

Our Core Values

ENTREPRENEURIAL SPIRIT

DOING THE RIGHT THING & ACTING WITH INTEGRITY

RESPECT FOR EACH OTHER

GIVING BACK TO THE COMMUNITY

Our Strategy

We have three strategic priorities:

1	2	3
Provide our customers with a fast and differentiated broadband experience	Offer our customers the entertainment they want by aggregating our own content along with the best from others, and provide them with multiple ways to access this content	Use the reach of our platforms to offer the best in streaming video content

We aim to be a leader in each of the markets in which we compete and create value through the complementary and reinforcing aspects of our businesses. This includes providing the best consumer proposition in broadband, aggregation and streaming by utilizing our direct-to-customer relationships, premium content and other assets from across our company. In doing this, our core competencies in innovation and operational excellence, along with a strong culture of entrepreneurship and collaboration, enable us to deliver more value to our customers. The complementary nature and resiliency of our business have enabled us to attract and develop top talent, make significant positive impacts within the communities we serve and around the world and generate superior long-term total shareholder returns.

2020 Performance Overview

We operate and seek to succeed in intensely competitive, rapidly changing and, in most instances, highly regulated industries. Our uniquely positioned company enabled us to execute against our strategy in 2020. We delivered solid results in a year wrought with previously unimaginable challenges. Our fast decision-making and strong execution enabled us to respond, innovate and manage throughout the global pandemic in ways that benefited our employees, customers, communities, suppliers and investors now and for the long term. Our operational and financial results, and the resiliency of our business, were driven by our strategic focus on broadband, aggregation and streaming, which we believe delivers better experiences for our customers and value for our shareholders and puts us on a trajectory to emerge from this challenging environment in an even stronger position.

Table of Contents

During 2020, some of our businesses were forced to reinvent their day-to-day experiences, and in some instances temporarily ceased operations and productions, while others had record growth. For example, Comcast Cable continued its strong financial and operating performance in 2020, and 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 enabled us to successfully manage the largest sustained traffic surge in history during the peak of COVID-19. This achievement, combined with further enhancing our broadband offering by making Flex and Peacock available for free to customers, helped lead to 2 million net new broadband customers and 1.6 million total net new customer relationships this year – our best results on record.

The impact of the global pandemic placed significant pressure on NBCUniversal and Sky given the nature of these businesses, yet our leadership teams responded quickly and effectively. NBCUniversal, leveraging Sky’s technology infrastructure and Comcast Cable’s customer base, launched Peacock, our new streaming service. Even without the benefit of the Olympics, Peacock quickly surpassed our internal expectations, signing up 33 million customers in the United States in just over its first six months. NBCUniversal also reorganized its television and streaming businesses to optimize its content creation, distribution and monetization model and introduced a new “premium video on demand” strategy, making our films available in the home and enabling our Filmed Entertainment business to profitably release new titles despite theater closures due to COVID-19. Comcast Cable and Sky played a leadership role in distributing these films. Our theme parks business found creative solutions to open safely in Orlando, Florida and Osaka, Japan. Meanwhile, Sky successfully increased its penetration of customers in Europe with Sky Q, launched Sky broadband in Italy, leveraging Comcast Cable’s xFi platform, and maintained strong customer loyalty throughout the pandemic. At the end of 2020, Sky returned to 99% of pre-COVID customer levels.

Financial Performance

The COVID-19 pandemic negatively impacted our financial results in 2020 as many of our operations were closed, paused or restricted during the year. Despite this, our overall financial results were solid and our performance against our strategic initiatives was strong as outlined above. While we expect 2021 will be a challenging year given the continued impacts of the COVID-19 pandemic, we are encouraged by the performance of our businesses as we exited 2020.

REVENUE

($ in billions)

NET INCOME ATTRIBUTABLE
TO COMCAST

($ in billions)

ADJUSTED EBITDA⁽¹⁾

($ in billions)

$120 $94.5 $108.9 $103.6 $100 $80 $60 $40 $20 $0 2018 2019 2020

$15 $12 $9 $6 $3 $0 $11.7 $13.1 $10.5 2018 2019 2020

$40 $30 $20 $10 $0 $30.2 $34.3 $30.8 2018 2019 2020

NET CASH PROVIDED
BY OPERATING ACTIVITIES

($ in billions)

FREE CASH FLOW⁽¹⁾

($ in billions)

$30 $25 $20 $15 $10 $5 $0 $24.3 $25.7 $24.7 2018 2019 2020

$15 $12 $9 $6 $3 $0 $12.6 $13.4 $13.3 2018 2019 2020

⁽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.

2021 Proxy Statement

Table of Contents

2020 key reported results across our three primary businesses included:

•	Comcast Cable (whose results are reported in our Cable Communications segment) Adjusted EBITDA increased 8.6% to $25.3 billion.
•	NBCUniversal Adjusted EBITDA decreased 28.5% to $6.3 billion.
•	Sky Adjusted EBITDA decreased 37.0% to $2.0 billion. Excluding the impact of currency, Sky Adjusted EBITDA decreased 37.6% (see Appendix A for a reconciliation).

In addition, we made four cash dividend payments totaling $4.1 billion in 2020 and announced an increase to the planned annual dividend by $0.08 per share, or 9%, to $1.00 per share on an annualized basis for 2021 – the 13th increase in 13 years.

Stock Performance

Our stock performance over the short and long term is reflected below, with our performance over the long term outperforming the S&P 500.

TOTAL SHAREHOLDER RETURNS: CMCSA VS. S&P 500

$500 $400 $300 $200 $100 $0 19% 18% 39% 49% 105% 103% 475% 267% 1-Year 3-Year 5-Year 10-Year Comcast Corporation S&P 500

Table of Contents

Our COVID-19 Response

COVID-19 had a tremendous impact on nearly every aspect of our daily lives in 2020. Across Comcast Cable, NBCUniversal and Sky, we worked hard to support our customers, employees and communities.




Making Employee Safety Our First Priority		Keeping Customers Connected as Millions Work and Learn from Home

At the onset of the pandemic, we moved the vast majority of our employees to work from home, while enhancing safety measures for our frontline, news and production teams. We also committed more than $500 million to support employees where operations were paused or impacted.		With millions relying on our broadband services to work and attend school from home, our teams worked overtime to keep customers connected. The Comcast network ran superbly, despite an unprecedented surge in internet use of over 50% in some markets. Our engineers have continued to run 700,000+ diagnostic speed tests most days for network reliability.



Expanding the Reach and Impact of Internet Essentials		Launching WiFi-Connected Lift Zones Nationwide

We sought to keep those communities hardest hit by the pandemic connected. Building on our long-standing commitment to digital equity, we expanded Internet Essentials, which we believe is America’s largest and most comprehensive broadband adoption program, which has connected more than five million low-income students since 2011. Through partnerships with cities, public school districts, philanthropies and other organizations, we provided students with access to the tools they needed to participate in virtual learning. We also increased speeds for Internet Essentials customers, with current speeds at 50/5 Mbps.		Working with non-profit partners and city leaders, we provided high-capacity WiFi in hundreds of community centers around the country to help students get online, participate in distance learning and do their schoolwork. We plan to open 1,000 Lift Zones by the end of 2021 and are on track to meet that goal by having already opened over 375.



Supporting Small Businesses through Comcast RISE		Keeping Audiences Informed through a Pivotal Year

Comcast RISE, a multi-year, multi-faceted initiative, was designed to help thousands of Black, Indigenous and people of color (“BIPOC”)-owned small businesses impacted by COVID-19 by providing marketing and technology services and equipment. In 2020, 700+ small businesses received support through this program in more than 280 cities in almost 30 states, and so far in 2021 we have supported hundreds more with $5 million of grant funding.		Our NBCU News Group and Sky News teams worked hard to keep the world informed and bring news and information to even more people by expanding free access to traditionally subscription-only content, curating special COVID-19 information destinations and hosting countless special reports on the pandemic.

2021 Proxy Statement

Table of Contents

Diversity, Equity and Inclusion at Comcast

We believe that a diverse, equitable and inclusive company seeds innovation and success, and we embrace diversity of background, perspective, culture and experience throughout our business. Our commitment to Diversity, Equity and Inclusion (“DE&I”) is longstanding, and our efforts and progress in this regard are reviewed and discussed by our Board and/or its committees, our external Joint Diversity Advisory Council and management, including the Company’s Chief Diversity Officer.

Board of Directors and Workforce (U.S. full-time employees as of YE 2020)

BOARD OF DIRECTORS 30% 30% of our Board of Directors were women 10% 10% 10% 30% of our Board of Directors were people of color African American Asian American Hispanic 2+ Races Native American OVERALL WORKFORCE 36% of our employees were women 19% 7% 15% 0.4% 3% 44% of our employees were people of color VP+ 40% of our Vice Presidents & above were women 5% 8% 7% 0.2% 2% 22% of our Vice Presidents & above were people of color

•	Diverse Pipeline: We seek to hire, promote and develop people with diverse backgrounds and experiences. In 2020 alone, we:

	•	launched NBCU Academy, an innovative, multiplatform journalism training and development program offering training and education to students at historically Black colleges and universities, Hispanic-serving institutions and colleges with significant Latino, Asian, Black, Indigenous and tribal populations;
	•	created Female Forward, designed to give female directors an entry into scripted television; and
	•	offered the Alternative Directors Program, which gives female and ethnically diverse directors the opportunity to learn new directing styles.

•	Employee Education: Designed to educate and inspire, our DE&I Speaker Series is a monthly employee-facing engagement featuring scholars, thought leaders, bestselling authors and expert speakers discussing a variety of DE&I topics, from racism to allyship.

DE&I Strategic Initiatives

As a media and technology company, we have a unique opportunity to use our collective platforms, programs and talent to help create a more equitable industry and society. We have identified key areas aligned with our businesses – digital equity, small businesses and media, education and awareness – where we aspire to be a leader in effecting sustainable change.

•

Addressing Digital Inequities: 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. We have partnerships with equity-focused organizations like Black Girls Code, Reboot Representation and Per Scholas designed to bring educational resources and digital skills training to underrepresented communities to unlock new opportunities and economic mobility.

•

$100 Million Social Justice Initiative: In 2020, we announced a comprehensive, multiyear plan to allocate an incremental $100 million to accelerate our work to fight injustice and inequality, which included our commitments to launch 1,000+ new Lift Zones and to support thousands of BIPOC-owned small businesses impacted by COVID-19 through Comcast RISE, in each case as described above.

Table of Contents

•

Media, Education & Awareness: We seek to empower diverse content creators and use our storytelling platforms to deliver programming representative of the audiences we serve. In 2020, NBCUniversal secured content deals with diverse creators and developed a new series of ‘The More You Know’ public service announcements launched during ‘TODAY’ to address systemic racism, speak up for social justice, equality and equity, and focus on important issues. We have also created a broad ecosystem of diverse content, including curated On Demand special collections like Black Voices Black Stories, Echando Palante Juntos, Celebrate Diwali, Asian American and Pacific Islander Heritage Month and Native American Heritage Month.

2.6 million+		100+		70,000+
visits to curated On Demand cultural content special collections in 2020		diverse networks on Xfinity platforms		employees participated in first-ever DE&I Day

Additional information on our company and values is available on our website, www.comcastcorporation.com,

including through our annual Values Report.

2021 Proxy Statement

Table of Contents

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

Board Snapshot

INDEPENDENCE Independent: 90% - 9 Non-independent - 1 DIVERSITY (GENDER & RACE) Diverse: 50% Female - 30% Racial/Ethnic Diversity - 30% INDEPENDENT DIRECTOR TENURE Average Tenure: 7.8 years ‹ 5 years - 5 6-12 years - 1 ›12 years - 3 AGE Average Age: 64 55-60 -2 61-65 - 4 66-70 -4

Board Nominees Non-independent -1 Independent - 9 Diverse - 5 Non-Diverse - 5 Brian L. Roberts, 61 Chairman of the Board, President and CEO Director Since: March 1988 Committee Membership: None Kenneth J. Bacon, 66 Independent Director Director Since: November 2012 Committee Membership: Governance and Directors Nominating Committee Madeline S. Bell, 59 Independent Director Director Since: February 2016 Committee Membership: Governance and Directors Nominating Committee Naomi M. Bergman, 57 Independent Director Since: June 2020 Committee Membership: Audit Committee Edward D. Breen, 65 Lead Independent Director Director Since: February 2014 Committee Membership: Compensation Committee Gerald L. Hassell, 69 Independent Director Director Sice: May 2008 Committee Membership: Compensation Committee Jeffrey A. Honickman, 64 Independent Director Director Since: December 2005 Committee: Audit* and Governance and Directors Nominating Committees Maritza G. Montiel, 69 Independent Director Director Since: June 2018 Committee Membership: Audit Committee* Asuka Nakahara, 65 Independent Director Director Since: February 2017 Committee Membership: Audit Committee David C. Novak, 68 Independent Director Director Since: December 2016 Committee Membership: Compensation Committee

Table of Contents

Director Skills and Experience

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

Our Board and each of its committees perform an 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 Directors Nominating 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 Directors Nominating Committee considers these qualifications, including with respect to gender and racial and ethnic diversity, as it seeks to identify and evaluate potential new directors.

	KENNETH J. BACON	MADELINE S. BELL	NAOMI M. BERGMAN	EDWARD D. BREEN	GERALD L. HASSELL	JEFFREY A. HONICKMAN	MARITZA G. MONTIEL
Internet/Video/Wireless Industry
Media Industry
Financial/Accounting
Consumer Products/Customer-Oriented
Government Affairs
International
Talent Management
Technology
Non-Profit/Educational/Philanthropic
Current/Former CEO/President/ Executive Officer
Diversity (Gender/Race/Ethnicity)

2021 Proxy Statement

Table of Contents

Director Nominee Biographies


	Kenneth J. Bacon
	INDEPENDENT
	Partner at RailField Partners


	Age: 66
	Director since: November 2002
	Committees: Governance and Directors Nominating
	OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS:
	Ally Financial Inc., Welltower Inc., Arbor Realty Trust, 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, January 2005 – July 2005
•	Member, National Multifamily Housing Council

QUALIFICATIONS:

We believe that Mr. Bacon’s significant experience in government affairs 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: 59
	Director since: February 2016
	Committees: Governance and Directors Nominating

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 20,000 employees and over $3.2 billion of annual revenue, 2015 – Present
•	Multiple Leadership Roles, including Chief Operating Officer, CHOP, 1995 – 2015
•	Began career as a pediatric nurse in 1983, moved from a variety of different nursing roles into hospital administration in 1989 and holds a Master of Science in Organizational Dynamics from the University of Pennsylvania
•	Board Member, Federal Reserve Bank of Philadelphia
•	Board Member, Leonard Davis Institute of Health Economics and Solutions for Patient Safety
•	Executive Committee Member, Greater Philadelphia Chamber of Commerce and CEO Council for Growth

QUALIFICATIONS:

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

Table of Contents


	Naomi M. Bergman
	INDEPENDENT
	Senior Executive of Advance


	Age: 57
	Director since: June 2020
	Committees: Audit
	OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS:
	Visteon Corporation
	FORMER PUBLIC COMPANY DIRECTORSHIPS:
	Cable One, Inc.

CAREER HIGHLIGHTS:

•	Senior Executive, Advance, a private business that invests in a broad range of media, entertainment, technology, communications and education companies, 2016 – Present
•	President, Bright House Networks, a cable company, 2010 – 2016
•	Multiple leadership roles, Bright House Networks and Time Warner Cable
•	Member of Technological Advisory Committee, Federal Communications Commission
•	Board Member, The Cable Center and Adaptive Spirit

QUALIFICATIONS:

Ms. Bergman’s role in Advance is to provide strategic guidance to Advance’s operating companies and investments, with a focus on corporate development. We believe that Ms. Bergman’s extensive experience and leadership in the cable industry and in providing strategic guidance to Advance companies render her qualified to serve as one of our directors.


	Edward D. Breen
	LEAD INDEPENDENT DIRECTOR
	Chief Executive Officer and Executive Chairman of DuPont de Nemours, Inc.


	Age: 65
	Director since: February 2014
	Committees: Compensation
	OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS:
	DuPont de Nemours, Inc., International Flavors & Fragrances, Inc.
	FORMER PUBLIC COMPANY DIRECTORSHIPS:
	Corteva, Inc., DowDuPont Inc., Tyco International Ltd.

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
•	Member of the Advisory Board, New Mountain Capital

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, renders him qualified to serve as one of our directors.

2021 Proxy Statement

Table of Contents


	Gerald L. Hassell
	INDEPENDENT
	Former Chief Executive Officer of The Bank of New York Mellon


	Age: 69
	Director since: May 2008
	Committees: Compensation
	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, 2007 – 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, render him qualified to serve as one of our directors.


	Jeffrey A. Honickman
	INDEPENDENT
	Chief Executive Officer of Pepsi-Cola & National Brand Beverages


	Age: 64
	Director since: December 2005
	Committees: Audit and Governance and Directors Nominating

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
•	Chairman of the Board of Directors, American Beverage Association
•	Member of Board of Trustees, Barnes Foundation
•	Member of President’s Advisory Counsel, 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.

Table of Contents


	Maritza G. Montiel
	INDEPENDENT
	Former Deputy Chief Executive Officer and Vice Chairman of Deloitte LLP


	Age: 69
	Director since: June 2018
	Committees: Audit
	OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS:
	AptarGroup, Inc., McCormick & Company, Incorporated, Royal Caribbean Cruises Ltd.

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

QUALIFICATIONS:

As Deputy Chief Executive Officer of Deloitte, among other things, Ms. Montiel led a variety of strategic initiatives, including the transformation of the firm’s Federal Government Services Practice. 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, render her qualified to serve as one of our directors.


	Asuka Nakahara
	INDEPENDENT
	Partner at Triton Atlantic Partners


	Age: 65
	Director since: February 2017
	Committees: Audit
	OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS:
	CBRE Clarion 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, Wharton School of the University of Pennsylvania
•	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), 1996 – 1999
•	Board Member and Chair of the Investment Committee, United States Golf Association
•	Board Member, PGA of America

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.

2021 Proxy Statement

Table of Contents


	David C. Novak
	INDEPENDENT
	Founder of David Novak Leadership, LLC


	Age: 68
	Director since: December 2016
	Committees: Compensation

CAREER HIGHLIGHTS:

•	Founder of David Novak Leadership, LLC, which provides online leadership training to transform managers into confident, capable, engaging leaders
•	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

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.


	Brian L. Roberts
	Chairman, President and Chief Executive Officer of Comcast


	Age: 61
	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, National Cable and Telecommunications Association, the principal trade association of the cable industry
•	Director Emeritus, CableLabs, the cable industry’s research and development consortium

As of December 31, 2020, 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, render him qualified to serve as one of our directors.

Table of Contents

Independence Determinations

Our Board has determined that each of our nine nonemployee directors is independent in accordance with the director independence definition specified in our corporate governance guidelines, which are posted under “Corporate Governance” in the Investors section of our website at www.comcastcorporation.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 some 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.

Our Board also considered director tenure in connection with its independence determinations, even though neither our corporate governance guidelines nor Nasdaq 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 7.8 years.

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 maintaining gender and racial and ethnic representation.

Our Board has created a director emeritus program to avail itself of the counsel of retiring directors who have made and can continue to make a unique contribution to the deliberations of the Board. A director emeritus may provide advisory services as requested from time to time and may be invited to attend meetings of the Board, but may not vote, be counted for quorum purposes or have any of the duties or obligations imposed on our directors or officers under applicable law or otherwise be considered a director. Sheldon M. Bonovitz was designated as a director emeritus following our 2020 annual meeting.

Director Nominations

Our Governance and Directors Nominating 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 skills, age, backgrounds, experiences, perspectives, viewpoints and gender and racial and ethnic representation.

To submit a nomination, shareholders must provide a written notice in accordance with the requirements in our by-laws within the following time periods. For the election of directors at the 2022 annual meeting of shareholders, if such meeting is called for a date between May 3, 2022 and July 2, 2022, we must receive written notice at the address given on page 68 on or after February 2, 2022 and on or before March 4, 2022. If such meeting is called for any other date, we must receive written notice by 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, 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. Notice of proxy access director nominees for the election of directors at the 2022 annual meeting of shareholders, if such meeting is called for a date between May 3, 2022 and July 2, 2022, must be received on or after November 24, 2021 and on or before December 24, 2021. If such meeting is called for any other date, we must receive written notice by the later of the close of business on 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.

2021 Proxy Statement

Table of Contents

Shareholders can obtain a copy of our by-laws by writing to Thomas J. Reid, Secretary, Comcast Corporation, at the address given on page 68. 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, 2020 and is posted on our website under “Corporate Governance” in the Investors section of our website at www.comcastcorporation.com.

Board Structure and Responsibilities

Board Leadership Structure

Our Board does not believe it should be constrained by adopting an inflexible, formal requirement that the offices of Chairman and Chief Executive Officer be separated, but believes instead that we and our shareholders are best served by maintaining the flexibility for the Board to decide 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 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. 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 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 Committee, organizes the annual Board evaluation of the performance of our Chief Executive Officer and senior management. • With the Governance and Directors Nominating 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 Directors Nominating Committee, which is composed entirely of independent directors, and appointed by the Board annually.

Table of Contents

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 90% of our director nominees are independent, and through our Audit, Compensation and Governance and Directors Nominating 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 of Directors and various committees of the Board meet throughout the year. During 2020, there were seven meetings of our Board and a total of 19 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 2020 annual meeting of shareholders.

Our independent directors have the opportunity to meet separately in executive session following each regularly scheduled Board meeting and, under our corporate governance guidelines, are required to meet in executive session at least two times each year. In 2020, executive sessions were held at each regularly scheduled Board meeting, and most regularly scheduled committee meetings.

Committees of Our Board

Our Board has three standing committees composed entirely of independent directors. Committee charters are posted under “Corporate Governance” in the Investors section of our website at www.comcastcorporation.com.

	AUDIT COMMITTEE	COMPENSATION COMMITTEE	GOVERNANCE AND DIRECTORS NOMINATING COMMITTEE
Kenneth J. Bacon
Madeline S. Bell
Naomi G. Bergman
Edward D. Breen
Gerald L. Hassell
Jeffrey A. Honickman
Maritza G. Montiel
Asuka Nakahara
David C. Novak
Meetings Held in 2020	9	5	5

Chair

Member

Audit Committee Financial Expert

Each member of our Audit Committee, Compensation Committee and Governance and Directors Nominating Committee is independent under Nasdaq rules. 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. Each member of our Compensation Committee qualifies as a “non-employee director” (under Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and an “outside director” (as defined in Section 162(m) of the Internal Revenue Code of 1986).

2021 Proxy Statement

Table of Contents

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, accounting 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 and risk oversight and oversight of ESG matters in a variety of ways, including the following:

Board

• Oversees core enterprise risks identified through our ERM process for Board-level oversight (either as a whole or as delegated to its committees):

• Competitive risks

• Reputational risks

• Succession planning

• Capital allocation

• Cybersecurity and privacy

• Legal and regulatory risks

• Reviews other significant risks facing our company identified through the ERM process. Among these are significant strategic, operational and legal risks, human capital risks and business continuity risks.

Audit Committee

• 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 Forms 10-K.

• Reports its discussions to the full Board for consideration and action when appropriate.

Table of Contents

Compensation Committee

• 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 NEOs.

• Evaluates annually whether there are any risks associated in our executive compensation program.

• Reviews compensation and benefit plans and policies generally, including with respect to recruitment, development, promotion, retention and compensation of our senior executives and other employees.

• Reviews results of employee engagement surveys.

• Oversees succession planning for senior management.

• Reports its discussions to the full Board for consideration and action when appropriate.

Governance and Directors Nominating Committee

• 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 compliance program for political contributions, lobbying and trade association activities.

• Reports its discussions to the full Board for consideration and action when appropriate.

2021 Proxy Statement

Table of Contents

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
	Board Independence/Composition		Corporate Governance
• Strong Lead Independent Director, with Defined Role and Responsibilities • 90% of Director Nominees are Independent • Director Tenure Considered in Annual Board Director Independence Determinations • All Members of Key Board Committees are Independent • Opportunity for Executive Sessions at Every Board and Committee Meeting • 50% of Director Nominees are Diverse by Gender or Race • 30% Female • 30% Racial/Ethnic Diversity • Compensation Committee Directly Retains Independent Compensation Consultant		• 5 New Independent Directors within Past 5 Years • Average Tenure of Independent Directors is 7.8 Years • Mandatory Independent Director Retirement at 72 • Robust Shareholder Engagement Program • Met with over 55 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
	Board Performance		Stock Ownership Requirements
• Annual Board and Committee Evaluations • Board/Committee Oversight of Significant Company Risks and ESG Matters • Annual Board and Compensation Committee Discussion of Succession Planning for CEO and Senior Executives • Director Education on Key Company Topics and Issues, Including as Requested by Independent Directors		• Robust Stock Ownership Requirements, with NEO Beneficial Shareholdings Significantly Exceeding Thresholds • 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

Table of Contents

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, at least once a year, the Board discusses succession planning for our CEO and the remainder of our senior executive management team. To help fulfill the Board’s responsibility, our Compensation 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 Committee ensure that we have appropriate succession planning for the remainder of our senior executive management team, including our NEOs. Each year, our Board and Compensation Committee discuss succession planning for our senior executive management team and their respective direct reports.

Two significant leadership transitions occurred in 2020 with the retirements of Stephen B. Burke, CEO of NBCUniversal, and David L. Cohen, Senior Executive Vice President. While Messrs. Burke and Cohen had shaped and guided our company for many years, our next generation of leaders have seamlessly stepped in and continued to help us navigate evolving consumer, technological and regulatory trends and address competitive challenges. Our succession planning facilitated this smooth transition, including with respect to our response to the COVID-19 pandemic.

Human Capital and Talent Management

Recruiting, developing, promoting and retaining top talent is a key priority for our company. Throughout the year, our executive management team, as well as a broader array of executives throughout our businesses, make presentations to the Board and its committees and interact with our directors informally outside of regularly scheduled Board meetings.


	In 2020, over 45 employees, ranging from Vice Presidents to Executive Vice Presidents to heads of business units, attended meetings of our Board and its committees.

This engagement between directors and our current and future leaders gives our directors meaningful insight into our current pool of talent, what attracts and retains our executives and our company culture.

Board and Committee Evaluations

Each 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 responses based on numerical ratings and also seeks qualitative comments on each question and any other general comments. The Governance and Directors Nominating 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 Directors Nominating 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. The Governance and Directors Nominating 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.comcastcorporation.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.

2021 Proxy Statement

Table of Contents

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:

COMCAST SHAREHOLDER OUTREACH Governance and E&S Engagements Annual Meeting Outcomes from Investor Feedback Investor Relations Year-Round Engagement Focused, one-on-one meetings with investors, senior management and, at times, directors, on range of governance, compensation and E&S matters, as well as general business and strategy updates Meetings with primary 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 400 investors on strategy and business results through combination of roadshows, 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 Shareholder vote on director nominees, auditors, executive compensation and other company and shareholder proposals Board and/or its committees review annual meeting voting results and investor feedback received from engagements As a result of these over the past year; Made a number of changes to our executive compensation program (see pages 31-32) Committed to make various other E&S disclosures later in 2021, in each case beginning with respect to 2020 data, including: supplementing our current DE&I reporting with information from EEO-1 reports providing increased information on lobbying done by our trade associations reporting for the first time under the Sustainability Accounting Standards Board (“SASB”)framework in 2021


	Over past year, met with over 55 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 68 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.

Table of Contents

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 2020 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 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.

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

2021 Proxy Statement

Table of Contents

Letter from the Compensation Committee

Dear Shareholders,

2020 marked a year of unprecedented challenges with the COVID-19 pandemic, yet the Company’s senior leadership team – led by our named executive officers (“NEOs”): Brian L. Roberts (Chairman, President and CEO), Michael J. Cavanagh (CFO), Jeff Shell (CEO of NBCUniversal), David N. Watson (CEO of Comcast Cable) and Thomas J. Reid (Chief Legal Officer and Secretary) – worked seamlessly and tirelessly together. With their management teams, they successfully executed on our strategy and adapted to find safe and creative solutions to navigate the pandemic to benefit employees, customers, communities, suppliers and shareholders now and for the long term. Our company’s solid operational and financial results underscore the overall resiliency of our business, and we believe we will emerge from this challenging environment in a strong position due to our ability to execute on our strategic focus on broadband, aggregation and streaming.

As you will see described in the following “Compensation Discussion and Analysis,” our Committee decided not to apply discretion to adjust any financial performance goals in the short- and long-term incentive programs designed for NEOs, believing that the long-term nature of our overall compensation structure would continue to incent and reward the NEOs for managing our company for the long term.

While we believe that our executive compensation program aligns the long-term interests of our NEOs and shareholders, we are committed to continually reviewing our compensation program. Underscoring this commitment, our company is highly engaged with shareholders, meeting with over 55 shareholders owning over 50% of the Company’s Class A common stock over the past year to discuss governance, compensation and E&S matters. We received feedback on our compensation program structure and have taken significant steps in response to this feedback, further aligning our overall pay-for-performance structure.

The enhancements made to our compensation program are discussed in more detail below under “Shareholder Feedback on Executive Compensation and Compensation-Related Changes,” and include the following:

•	Eliminated above-market interest earnings on deferred compensation (beginning in August 2020 for directors and March 2021 for NEOs)
•	Redesigned the structure of performance-based restricted stock units (“PSUs”) granted in 2021 to include a three-year performance period, with new equally-weighted performance goals of absolute return on invested capital (“ROIC”) and adjusted earnings per share (“EPS”) relative to the S&P 100, and a total shareholder return (“TSR”) modifier (which will not be applied positively if TSR is negative)
•	Increased the weighting of the financial metrics portion of the annual cash bonus program from 50% to 70% for 2021
•	Our annual cash bonus program has incentivized NEOs for our continuing focus on critical DE&I initiatives for over 10 years now and will continue to do so in 2021 – with a new dedicated portion to be based solely on stakeholder and sustainability initiatives such as further progress on our DE&I initiatives and continued leadership in addressing the “digital divide”

We believe that these improvements build on our efforts to thoughtfully align the interests of our NEOs with the interests of our shareholders over the long term. We welcome your feedback on our compensation program reflected in the following pages.

Sincerely,

The Compensation Committee

Edward D. Breen (Chair)
Gerald L. Hassell
David C. Novak

Table of Contents

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 successfully navigated our organization through the severe challenges of 2020, executing on our strategy where it remained viable, adapting our strategy where it needed to adapt and finding safe and creative solutions to navigate the COVID-19 pandemic to benefit our employees, customers, communities, suppliers and shareholders now and for the long term. Our solid operational and financial results, and the resiliency of our business, were driven by our strategic focus on broadband, aggregation and streaming, which we believe delivers better experiences for our customers and value for our shareholders, positions our company to outperform and puts us on a trajectory to emerge from this challenging environment in an even stronger position. Mr. Roberts and our senior leadership team executed at the highest level, working together across our complementary, high-performing businesses at Comcast Cable, NBCUniversal and Sky to continue to accelerate convergence in media and technology.

Comcast Cable continued its strong financial and operating performance in 2020, driven by our differentiated broadband experience. 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 enabled us to successfully manage the largest sustained traffic surge in history during the peak of COVID-19. This achievement, combined with further enhancing our broadband offering by making Flex and Peacock available for free to customers, helped lead to 2 million net new broadband customers and 1.6 million total net new relationships this year – the best results on record.

The impact of the global pandemic placed significant financial pressure on NBCUniversal and Sky given the nature of their businesses, yet their leadership teams transformed the difficulties into opportunities. NBCUniversal, leveraging Sky’s technology infrastructure and Comcast Cable’s customer base, launched Peacock, its new streaming service. Even without the benefit of the Olympics, Peacock quickly surpassed our internal expectations, signing up more than 33 million customers in the United States in just over its first six months. With movie theaters closed, NBCUniversal also introduced a new “premium video on demand” strategy to make our firms available in the home and enable our Filmed Entertainment business to profitably release new titles. Our theme parks business found creative solutions to open safely in Orlando, Florida and Osaka, Japan. Meanwhile, Sky successfully increased its penetration of customers in Europe with Sky Q, launched Sky broadband in Italy, leveraging Comcast Cable’s xFi platform, and maintained strong customer loyalty throughout the pandemic. At the end of 2020, Sky returned to 99% of pre-COVID customer levels.

Our Board credits Mr. Roberts and our other NEOs for successfully leading the company during this unprecedented period. Their steadfast integrity and intense focus on protecting our employees, promoting collaboration and innovation across our company and realigning our business to better compete in the long term underscores the resiliency of our business, enabling us to deliver strong results in 2020 and positioning us well for 2021 and beyond.

COVID-19 Response

In response to the global pandemic, Mr. Roberts and our senior leadership team moved quickly to help our employees, customers and communities.

•	We committed over $500 million to support our employees where operations were closed or impacted due to the pandemic, made work from home options as broadly available as possible, including to most of our call center employees, and enhanced safety measures for customer-facing employees.
•	Our teams worked tirelessly to ensure that our broadband network and services delivered the broadband capacity needed to keep our customers productive, informed and entertained throughout the year.
•	We helped our customers facing economic hardship maintain their broadband service and offered our network of out-of-home, public WiFi hotspots for free to everyone.

2021 Proxy Statement

Table of Contents

•

We increased speeds for all Internet Essentials customers, with current speeds at 50/5 Mbps, offered new Internet Essentials customers two free months of service, kicked off our initiative to launch 1,000 WiFi-connected Lift Zones in community centers nationwide and introduced our Internet Essentials Partnership Program to connect large numbers of low-income students to the internet to support distance learning.

•

Our NBC and Sky news teams worked hard to keep the world informed, while our Xfinity team curated news and education resources to provide quick access to tools and information while expanding free access to traditional subscription-only content.

Beyond our own company initiatives, Messrs. Roberts, Cavanagh, Watson and Shell personally donated six months of their salaries to charities to support COVID-19 relief efforts.

Social Justice Response

Mr. Roberts and our senior leadership team mobilized our company to accelerate our work in DE&I and pledge an additional $100 million over three years to fight injustice and inequality through a coordinated cross-company effort. Our key focus areas include partnering with, and providing significant grants to, organizations working to eradicate injustice and inequity; accelerating our internal efforts in all areas of DE&I; leveraging our company’s media resources to highlight Black voices and Black stories; deepening our long-standing commitment to addressing digital inequities; and committing funds to small businesses that have been affected by extended closures in the wake of COVID-19, with a substantial portion of those funds allocated to businesses owned by people of color.

Compensation Decisions for Achievement of 2020 Performance Metrics

In making compensation decisions for achievement of performance goals in our short- and long-term incentive programs, which goals were established in February 2020 before the COVID-19 pandemic was declared, the Compensation Committee, among other things, considered the exceptional performance of our NEOs in managing the long-term sustainability of our company through the pandemic for the benefit of our stakeholders – including our employees, customers, suppliers, shareholders and the communities where we operate – and the overall resiliency of our business. At the same time, it was mindful of negative COVID-19 impacts on some of our businesses such as our theme parks, our employees and our customers. The impacts of COVID-19 upon our business negatively affected in particular the achievement of financial performance goals relating to revenue and adjusted EBITDA for our annual cash bonus program and relating to adjusted EBITDA for PSUs granted in 2020. See “Financial Performance” on page 7 for information on our 2020 financial and operational performance.

Taking these factors into consideration, the Compensation Committee decided not to apply discretion to adjust any financial performance goals in our short- and long-term incentive programs designed for NEOs, believing that the long-term nature of our overall compensation structure would continue to incent and reward our NEOs for managing our company for the long-term. As a result, the first tranche of PSUs granted in 2020 did not vest and were forfeited. In addition, while no portion of the revenue or adjusted EBITDA components of our annual cash bonus program were achieved, metrics relating to free cash flow and key strategic operational priorities were achieved, resulting in the Compensation Committee awarding Messrs. Roberts, Cavanagh and Shell 75% of their target annual cash bonus for 2020. Given Comcast Cable’s exceptional financial and operating performance in 2020, its relative contribution to Comcast’s overall financial performance in 2020 and its expansion of Internet Essentials and other programs to provide assistance for customers facing economic hardship, Mr. Watson was awarded 100% of his annual cash bonus. See “Compensation Decisions” below for additional information.

Table of Contents

Shareholder Feedback on Executive Compensation and Compensation-Related Changes

At our 2020 annual meeting, our shareholders approved by 77% of the votes cast, on an advisory basis, the 2020 compensation of our NEOs. The Compensation Committee has carefully considered the results of this advisory vote and has discussed our executive compensation program and our voting results with Korn Ferry, its independent compensation consultant. The Compensation Committee also considered feedback on our compensation program received through our corporate governance roadshows, where we have met with over 55 shareholders owning over 50% of our Class A common stock over the past year, as well as two proxy advisory firms. (See “Shareholder Engagement” on page 26 for additional details on our shareholder engagement program.) Informed by these meetings, we have taken significant steps to address the feedback received about our compensation program and have significantly enhanced our overall pay-for-performance compensation structure. As a result of these steps, total performance-based compensation of our NEOs (excluding Mr. Roberts) increased from an average of 76% in 2019 to 86% in 2020, with Mr. Roberts’ increasing from 71% to 89%.

2019 CEO COMPENSATION MIX 2020 CEO COMPENSATION MIX 17% Other 11% Salary 19% PSUs 34%Annual Cash Bonus 19% Stock Options 71% Total performance based 1% Other 11% Salary 34% Annual Cash Bonus 32% PSUs 24% Annual Cash Bonus 32% Stock Options 89% TOtal performance based 18 percentage points YoY increase in total performance-based target compansation

WHAT WE HAVE HEARD			WHAT WE HAVE DONE
DEFERRED COMPENSATION

Concerns relating to “above-market” interest in deferred compensation program			Made significant changes to our deferred compensation plans over the past two years to eliminate above-market interest earnings for NEOs and directors: • NEOs and directors may only invest deferred compensation in third-party mutual or exchange funds or a Comcast stock fund, resulting in the elimination of all above-market interest earnings (effective as of March 2021 for NEOs and August 2020 for directors) • NEOs surrendered contractual entitlement to company contributions to their deferred compensation accounts beginning in 2020
LONG-TERM INCENTIVE COMPENSATION DESIGN
Consider having a multi-year performance period for PSUs			PSUs granted in 2021 will 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

2021 Proxy Statement

Table of Contents

WHAT WE HAVE HEARD			WHAT WE HAVE DONE
LONG-TERM INCENTIVE COMPENSATION DESIGN (CONT’D)
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 will have two relative performance metrics relating to adjusted EPS growth and TSR and will include an ROIC performance metric; none of these metrics are used in our annual cash bonus program Specifically: • PSUs will be earned based on achievement of two primary performance metrics, each weighted 50%: (1) 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 (2) 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 will increase from 50% (in 2020) to 70% (in 2021) of the target bonus; revenue, adjusted EBITDA and free cash flow will remain as the metrics used Strategic operational performance goals such as success in the continuing development of Peacock will be reduced from 30% (in 2020) to 15% (in 2021) of the target bonus
Consider improving the transparency and objectivity of non-financial performance metrics			In 2020, the discretionary portion of the bonus was 20% and was determined based on each NEO’s role in creating a strong workplace culture that emphasizes integrity, respect and our continuing focus on critical DE&I initiatives (in addition to overall management of the company and financial results)
			In 2021, 15% of the target bonus will be discretionary based solely on stakeholder and sustainability initiatives such as further progress on our DE&I initiatives and continued efforts to address the “digital divide”
			We have provided more detailed disclosure about factors the Compensation Committee considered in determining attainment of strategic operational priorities and discretionary performance below in “Compensation Decisions – Annual Cash Bonus”

The Compensation 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 vesting 100% in 3 years and options vesting over 5 years, and that the potential payout of PSUs should be increased to up to 250% of target to reward senior executives for outperformance against rigorous goals.

Our Compensation 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 Committee, with the assistance of Korn Ferry, continues to evaluate our compensation program design. The Compensation 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.

Table of Contents

Our Approach to 2020 Compensation

In designing the compensation program for 2020, we evaluated 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 in a straightforward manner 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, which when viewed holistically – understanding the rigor and relevance of our performance conditions and the vesting periods for NEOs to ultimately realize any value from their long-term incentive awards – strongly align the interests of our NEOs with those of our shareholders over the long term.

	•	Our short-term annual bonus program includes quantitative financial performance goals that are based on a rigorous and in-depth enterprise-wide consolidated budget that is prepared annually and takes 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.

	•	Our annual long-term incentive program is composed of grants of PSUs and stock options. PSUs awarded in 2020 have a meaningful performance condition for vesting based on an annual increase in adjusted EBITDA (excluding Peacock) – one of the most important financial metrics in creating shareholder value. 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 incentive compensation program reflected those used both internally to measure our performance and externally to report to investors. These measures are tied to cash generation, which is critical not only to maintain our existing businesses, but to make growth and strategic capital investments as we seek to proactively anticipate technological and consumer behavior changes in a rapidly changing competitive environment. Cash generation is also critical to our financial resiliency as we address the financial challenges of the COVID-19 pandemic and seek to reduce indebtedness. As a result, the financial metrics used in our 2020 executive compensation program were:

	•	Revenue – Serves as the top line component to cash generation.

	•	Adjusted EBITDA – Reflects the operational performance of our businesses, taking into account the costs of operating these businesses.

	•	Free cash flow – Measures, among other things, cash remaining after capital investments that allows us to repay indebtedness, make strategic investments and return capital to shareholders.

	•	Consistent with this view, free cash flow and adjusted EBITDA were the top two metrics used for valuing our company, according to an investor perception study of 47 buy-side investors and 10 sell-side analysts conducted by an unaffiliated third party on our behalf in 2019. We believe that our performance on these financial metrics is strongly correlated to shareholder returns in both the short and long term.

	•	We set company-specific performance goals that are directly linked with the NEOs’ management of our businesses to motivate them.

Taken together, the interplay of these elements provided a pay program in respect of 2020 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 to our compensation program for 2021, as discussed above in “Shareholder Feedback on Executive Compensation and Compensation-Related Changes,” further enhance the performance-based nature of our executive compensation program.

2021 Proxy Statement

Table of Contents

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. All of our NEOs’ and directors’ beneficial shareholdings exceed these thresholds significantly.

• 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.

Require our NEOs to reimburse us for any benefits that would be considered perquisites.

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

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

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 employment agreement.

Do not pay dividends or dividend equivalents in respect of any unearned PSUs, 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 tax gross-ups for our executive officers.

Table of Contents

Design and Structure of 2020 Executive Compensation

Elements of Our 2020 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 2020. (See “Shareholder Feedback on Executive Compensation and Compensation-Related Changes” for information about enhancements to our compensation program design for 2021.)

TYPE	ELEMENT	WHY WE USED IT	COMPENSATION HIGHLIGHTS
FIXED	Base Salary	• Necessary to attract and retain our NEOs. • Serves as a baseline measure of an NEO’s value. • Guaranteed compensation in exchange for investing in a career with us.	• Salary level is based on individual performance, position within the organization and any increase in duties and responsibilities.
VARIABLE, SHORT-TERM, PERFORMANCE-BASED	Annual Cash Bonus	• Provides a competitive annual cash bonus opportunity and completes our competitive total annual cash compensation package. • Target bonus is based on the Compensation Committee’s assessment of the optimal mix of 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 operational initiatives. • Includes a qualitative portion based on overall management and role in creating a strong workplace culture that emphasizes integrity, respect and our continuing focus on critical DE&I initiatives.
VARIABLE, LONG-TERM, PERFORMANCE-BASED	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. • Long vesting period creates a significant retention tool and ties value ultimately realized to our long-term performance.	• Vest over a 9.5-year period: 30% on the 2nd anniversary of the date of grant, 15% on each of the 3rd through 5th anniversaries, 5% on each of the 6th through 9th anniversaries and 5% on the 9.5-year anniversary. • 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	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. • Back-end weighted vesting term used for most PSU grants creates a meaningful retention tool. • Uses one of the longest vesting periods among our peers for most grants to create a significant retention tool and tie value ultimately realized to our long-term performance.	• Vest over a 5-year period and are back-end weighted: 15% vest after 13 months, 15% on each of the 2nd through 4th anniversaries and 40% on the 5th anniversary. • Vesting is dependent upon achievement of one or more robust performance goals that are tied to value creation. • Ultimate value of shares acquired upon vesting depends on stock price.

2021 Proxy Statement

Table of Contents

Emphasis on Performance

•	Total performance-based compensation in 2020 (using the grant date value of stock options and PSUs) increased significantly as a p

SEC Form DEF 14A filed by Comcast Corporation