Comcast Corporation

Comcast Corporation - DEF 14A

Table of Contents

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 §240.14a-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 ALL BOXES THAT APPLY):
☑		No fee required
☐		Fee paid previously with preliminary materials
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Table of Contents

Notice of 2024 Annual Meeting of Shareholders and Proxy Statement

Table of Contents

2023 Company Highlights

	Strong Execution on Key Strategic Priorities
		Connectivity & Platforms	Over 52 million customer relationships at year end, contributing more than $50 per month on average in Adjusted EBITDA per customer relationship in 2023 Largest internet service provider in the U.S. and second-largest provider in the U.K. Began rolling out multi-gigabit symmetrical broadband speeds powered by DOCSIS 4.0 technology; started in select U.S. markets and announced plans to offer these speeds and other advanced capabilities across our entire U.S. footprint Business Services Connectivity approached $10 billion in annual revenue, continuing to serve as a high margin growth engine Increased wireless customer lines in the U.S. by 24% to 6.6 million in 2023 and increased domestic wireless revenue by 19% Grew International Connectivity revenue by 23% in 2023
		Content & Experiences	Theme Parks increased revenue by 19% to $8.9 billion and Adjusted EBITDA by 25% to $3.3 billion in 2023 Peacock remained the fastest growing streaming service in the U.S. in 2023; Peacock paid subscribers increased by nearly 50% to 31 million and Peacock revenue increased by 62% to $3.4 billion from 2022 to 2023 Ranked #1 film studio in worldwide box office in 2023, including 3 of the top 5 films: Super Mario Bros. Movie, Oppenheimer and Fast X Sky Sports remained a premier service for U.K. sports fans, extending its Formula 1 partnership and inking a new deal for rights to the Premier League

		Corporate Responsibility Initiatives
		Digital Equity	Over a decade of commitment to using our platforms and reach to help advance digital equity Empowering thousands of Digital Navigators to help more people connect to the internet, get devices and access skills training and other digital literacy resources Participating in federal, state and local programs designed to fund expansion of broadband to unserved and underserved Americans
		Diversity, Equity & Inclusion	Nine employee resource groups open to all with approximately 36,000 members in 250 chapters dedicated to developing the careers of our employees, contributing to community service and building on an inclusive and collaborative workplace and culture Supported 13,500 small businesses through Comcast RISE to date, including 500 recipients of monetary, marketing and technology grants in 2023
		Environmental Sustainability	Working toward 2035 carbon neutral goal Over 30% reduction in Scope 1 and 2 emissions between our 2019 base year and 2022

NOTE ABOUT FORWARD-LOOKING STATEMENTS AND WEBSITE REFERENCES

This proxy statement includes statements that may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). Forward-looking statements are not historical facts or statements of current conditions, but instead represent only our beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside of our control. These may include estimates, projections and statements relating to our business plans, objectives and expected operating results and statements regarding environmental, social and governance-related plans and goals, which are based on current expectations and assumptions that are subject to risks and uncertainties that may cause actual results to differ materially. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “potential,” “strategy,” “future,” “opportunity,” “commit,” “plan,” “goal,” “may,” “should,” “could,” “will,” “would,” “will be,” “will continue,” “will likely result” and similar expressions. Factors that could cause our actual results to differ materially from these forward-looking statements include changes in and/or risks associated with: the competitive environment; consumer behavior; the advertising market; consumer acceptance of our content; programming costs; key distribution and/or licensing agreements; use and protection of our intellectual property; our reliance on third-party hardware, software and operational support; keeping pace with technological developments; cyber attacks, security breaches or technology disruptions; weak economic conditions; acquisitions and strategic initiatives; operating businesses internationally; natural disasters, severe weather-related and other uncontrollable events; loss of key personnel; labor disputes; laws and regulations; adverse decisions in litigation or governmental investigations; and other risks described from time to time in reports and other documents we file with the Securities and Exchange Commission (“SEC”). There are also certain risks and challenges we may face in meeting our environmental goals that are beyond our control, including political, economic, regulatory and geopolitical conditions, supply chain and labor issues, supplier emissions reductions, the evolution of carbon offset markets and innovations in technology and infrastructure.

In evaluating these statements, you should consider various factors, including the risks and uncertainties we describe in the “Risk Factors” sections of our most recent Annual Report on Form 10-K, our most recent Quarterly Report on Form 10-Q and other reports filed with the SEC. The inclusion of forward-looking and other statements in this proxy statement or on our website that may address our corporate responsibility initiatives, progress, plans and goals is not an indication that they are necessarily material to investors or required to be disclosed in our filings with the SEC. Such statements may contain estimates, make assumptions based on developing standards that may change and provide aspirational goals and commitments that are not intended to be promises or guarantees. Readers are cautioned not to place undue reliance on forward-looking statements and such other statements, which speak only as of the date they are made. We undertake no obligation to update or revise publicly any forward-looking or such other statements, whether because of new information, future events or otherwise. Additionally, none of the statements, reports, policies or other content on our website, or any other websites or reports referenced or discussed in this proxy statement, are deemed to be part of, or incorporated by reference into, this proxy statement.

2024 Proxy Statement

Table of Contents

Message from Our Chairman and CEO and Our Lead Independent Director

Dear Shareholders,

We are pleased to report that 2023 was another record year for Comcast. We delivered some of our best financial results in history, returned $16 billion of capital to shareholders and raised our dividend for the 16^thconsecutive time.

Our strong performance was fueled by meaningful investments and execution across our six key growth areas – residential broadband, mobile, business services, theme parks, studios and streaming. In broadband, we continue to provide unmatched products and expand our fiber rich network. With connected devices and high-bandwidth consumption constantly increasing, we continued to enhance capacity, reliability and speed to ensure we’re ready to outpace demand today and in the future. Comcast Business is generating nearly $10 billion in revenue with very healthy margins, and Xfinity Mobile is seeing consistent and healthy subscriber growth, with significant runway still ahead.

At the same time, we’re creating unparalleled entertainment experiences that delight viewers and guests. Our film business ranked #1 by worldwide box office in 2023, buoyed by blockbuster hits such as Oppenheimer, which earned seven Academy Awards, including Best Picture. Peacock remained the fastest growing streaming service in America in 2023, increasing paid subscribers by nearly 50% to 31 million. And, at Theme Parks, we achieved record-high revenue and Adjusted EBITDA and have a pipeline of exciting new attractions and experiences coming soon, including the much-anticipated opening of Epic Universe in 2025.

In 2023, we welcomed Tom Baltimore, Chairman, President and Chief Executive Officer of Park Hotels & Resorts, Inc., and Louise Brady, Co-Founder and Managing Partner of Piedmont Capital, to our Board, and in 2024, Wonya Lucas, former Chief Executive Officer of Hallmark Media, joined our Board. They are all impressive leaders, and we look forward to their contributions in the coming years. We’d also like to thank Gerald Hassell and Maritza Montiel, who have reached our director retirement age, for their invaluable insight and leadership during their tenure.

We enter 2024 with momentum and confidence in our long-term strategy to drive innovation, growth and shareholder value. We remain committed to delivering world-class connectivity, content and experiences to millions worldwide while also leveraging our unique resources to make a positive impact on our communities and the planet.

As always, we extend our heartfelt appreciation to our Board and management team, and the 186,000 passionate employees who propel our company forward every day. We are also grateful for the continued trust and support of our shareholders.

Sincerely,



Brian L. Roberts Chairman and Chief Executive Officer		Edward D. Breen Lead Independent Director

2024 Proxy Statement

Table of Contents

Notice of 2024 Annual Meeting of Shareholders of Comcast Corporation

Date		Time		Place		Who Can Vote
June 10, 2024		Online check-in opens: 8:45 a.m. Eastern Time Meeting begins: 9:00 a.m. Eastern Time		Meeting live via the internet: comcast.onlineshareholdermeeting.com		Shareholders of record on April 1, 2024

Voting Items		Board Voting Recommendation
PROPOSAL 1: Elect Directors		FOR each nominee
PROPOSAL 2: Ratify appointment of independent auditors		FOR
PROPOSAL 3: Advisory vote to approve executive compensation		FOR
PROPOSAL 4: Vote on shareholder proposal if properly presented		AGAINST

Only shareholders of record on April 1, 2024 may vote and participate during the meeting. If the meeting is adjourned because a quorum is not present, then shareholders who attend the reconvened meeting will constitute a quorum for the purpose of acting upon the matters presented at that meeting pursuant to the rules described in “Information about Stock Ownership – Outstanding Shares and Voting Rights” in the attached proxy statement.

The Notice of Internet Availability of Proxy Materials is being mailed, and the attached proxy statement is being made available, to our shareholders beginning on or about April 26, 2024.

Your vote is important. Please vote your shares promptly. To vote your shares, you can:


Use the internet, as described in the Notice of Internet Availability of Proxy Materials and on your proxy card.		Call the toll-free telephone number set forth in the attached proxy statement and on your proxy card.		Complete, sign and date your proxy card and return your proxy card by mail.

April 26, 2024

Thomas J. Reid
Secretary

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to Be Held on June 10, 2024: Our proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 are available at www.proxyvote.com.

2024 Proxy Statement

Table of Contents

Message from Our Chairman and CEO and Our Lead Independent Director	2
Notice of 2024 Annual Meeting of Shareholders of Comcast Corporation	3
About Comcast	5
Spotlight on Our Corporate Responsibility Initiatives	6
Corporate Governance and Board Matters	10
PROPOSAL 1: Election of Directors
Board of Directors Nominees	10
Board Structure and Responsibilities	18
Corporate Governance Practices, Policies and Processes	22
Audit Committee Matters	25
PROPOSAL 2: Ratification of Appointment of Independent Auditors
Report of the Audit Committee	26
Executive Compensation	27
PROPOSAL 3: Advisory Vote to Approve Executive Compensation
Compensation Discussion and Analysis	27
Compensation and Human Capital Committee Report	40
Executive Compensation Tables	40
Summary Compensation Table	40
Grants of Plan-Based Awards	41
Outstanding Equity Awards at Fiscal Year-End	43
Option Exercises and Stock Vested	45
Nonqualified Deferred Compensation in and as of Fiscal Year-End	45
Agreements with Our Named Executive Officers	46
Potential Payments upon Termination or Change in Control	46
Equity Compensation Plan Information	48
CEO Pay Ratio	49
Pay Versus Performance	49

Shareholder Proposal	51
PROPOSAL 4: Shareholder Proposal
Information about Stock Ownership	55
Compensation of Directors	57
Related Party Transactions Policy and Certain Transactions	58
Other Information	59
Appendix A: Reconciliations of Non-GAAP Financial Measures	A-1
Appendix B: Nasdaq Board Diversity Matrix	B-1

2024 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. From the connectivity and platforms we provide, to the content and experiences we create, our businesses reach customers, viewers and guests worldwide. We deliver world-class broadband, wireless, video and voice services through Xfinity, Comcast Business and Sky; produce, distribute and stream leading entertainment, sports and news through brands including NBC, Telemundo, Universal, Peacock and Sky; and bring incredible theme parks and attractions to life through Universal Destinations & Experiences.

2023 Performance Overview

We produced strong financial results and continued to execute against our long-term strategy in 2023. We invested for the future; maintained a strong balance sheet; and returned a significant amount of capital to shareholders. Our 2023 consolidated financial results were strong, with contributions from across our company, underscoring our business resilience, strategic decision-making and capital allocation priorities, driven with a view toward growth and creating long-term value. As described in “Compensation Discussion and Analysis” below, revenue, Adjusted EBITDA and Free Cash Flow are among the key metrics used in our executive compensation program.

Revenue ($ in billions)	Net Income Attributable to Comcast⁽¹⁾ ($ in billions)	Adjusted EBITDA⁽²⁾ ($ in billions)

Net Cash Provided by Operating Activities ($ in billions)	Free Cash Flow⁽²⁾ ($ in billions)

REVENUE ($ in billions) $140 $105 $70 $35 $0 $116.4 2021 $121.4 2022 $121.6 2023 NET INCOME ATTRIBUTABLE TO COMCAST (1) ($ in billions) $16 $12 $8 $4 $0 $14.2 2021 $5.4 2022 $15.4 2023 ADJUSTED EBITDA (2) ($ in billions) $40 $30 $20 $10 $0 $34.7 2021 $36.5 2022 $37.6 2023 NET CASH PROVIDED BY OPERATING ACTIVITIES ($ in billions) $35 $28 $21 $14 $7 $0 $29.1 2021 $26.4 2022 $28.5 2023 FREE CASH FLOW (2) ($ in billions) $20 $15 $10 $5 $0 $17.1 2021 $12.6 2022 $13.0 2023

⁽¹⁾

In the third quarter of 2022, we recorded noncash impairment charges related to Sky goodwill and intangible assets totaling $8.6 billion. The impairments primarily reflected an increased discount rate and reduced estimated future cash flows as a result of macroeconomic conditions in Sky’s territories. The impairments are recorded in “Goodwill and long-lived asset impairments” in the Condensed Consolidated Statement of Income.

⁽²⁾

Reconciliations of non-GAAP financial metrics to GAAP are set forth in Appendix A.

5	2024 Proxy Statement

Table of Contents

2023 key reported results included:

●

Connectivity & Platforms – We continued to make significant investments in our technology and network to stay ahead of data consumption trends that reflect customers’ increasing demands and to further differentiate our broadband offering and experience. We increased the number of domestic homes and businesses passed by 1.1 million to 62.5 million, deployed mid-split technology to 35% of our footprint and began rolling out multi-gigabit symmetrical speeds in select markets. Connectivity & Platforms revenue was consistent with the prior year period at $81.2 billion. Adjusted EBITDA increased 3.4% to $32.2 billion, or 3.5% on a constant currency basis. See Appendix A for a reconciliation.

●

Content & Experiences – We continued to entertain and inspire our audiences and guests by creating and leveraging our world-class IP and fan favorite franchises. In 2023, Universal Pictures was the highest-grossing studio at the worldwide box office, with three of the top five highest-grossing films, and we continued to build new destinations and experiences at our theme parks around the world. In Media, we continued to deliver leading sports, news and entertainment, and Peacock, our streaming service, was the fastest-growing streamer in 2023 with U.S. paid subscribers increasing nearly 50% to 31 million and revenue increasing 57% to $3.4 billion. Content & Experiences revenue was consistent with the prior year period at $43.2 billion, and Adjusted EBITDA increased 5.4% to $6.7 billion.

We also worked together across our complementary, high-performing business units, as well as with external partners, to continue to accelerate convergence in media and technology. For example, in January 2024, we successfully executed the first exclusively streamed NFL Wild Card game, with engineers across NBC Sports, Peacock and Connectivity & Platforms collaborating to deliver the largest ever viewing event on the internet in the U.S.

Lastly, in 2023, we made cash dividend payments of $4.8 billion and repurchased $11.0 billion of our common stock, resulting in a total return of capital to shareholders of $15.8 billion. In January 2024, we announced our 16th consecutive annual increase to our planned annual dividend by $0.08 per share, or 6.9%, to $1.24 per share on an annualized basis.

Spotlight on Our Corporate Responsibility Initiatives

Our most significant corporate responsibility initiatives are reviewed with our Board of Directors and its committees. Our Audit Committee oversees financial reporting and accounting matters, internal and disclosure controls, our enterprise risk management (“ERM”) process and cybersecurity and significant business continuity risks. Our Compensation and Human Capital (“CHC”) Committee reviews programs and strategies with respect to human capital management and employee engagement and oversees succession planning. Our Governance and Corporate Responsibility (“GCR”) Committee oversees significant environmental and social issues, risks and trends, including harassment and discrimination matters, as well as privacy and political and lobbying activities. For more information about our Board’s oversight of these issues, see “Corporate Governance and Board Matters – Board Structure and Responsibilities – Board and Committee Strategy, Risk and Oversight Responsibilities.”

We provide reports on various corporate responsibility issues and initiatives that are of interest to our stakeholders, including our shareholders, employees, customers, suppliers and the communities where we operate, on our ESG Reporting website at www.cmcsa.com/esg-reporting, including our Impact Report, EEO-1 Data Report, Sustainability Accounting Standards Board (“SASB”) Report, Task Force on Climate-Related Financial Disclosures (“TCFD”) Report, Carbon Footprint Data Report and reporting on our political and trade association activities. None of the statements, reports, policies, resources or other content on our website, or any other websites or reports referenced or discussed in this proxy statement, are deemed to be part of, or incorporated by reference into, this proxy statement.

Digital Equity

As a media and technology company, we have a unique opportunity to address digital inequities to help create a more equitable society. For more than a decade, we have connected a cumulative total of more than 10 million low-income Americans to the internet through our Internet Essentials program. At the same time, we have sought to improve access to digital tools and resources, invested in organizations that help people build digital skills, and partnered with broadband industry peers, schools, governments, nonprofits, businesses and communities to help advance digital equity.

In 2023, we continued our efforts to extend our broadband services to unserved and underserved Americans by:

●	Participating responsibly in the federal government’s Affordable Connectivity Program, which enabled qualifying lower-income customers to apply a financial subsidy to our broadband services, allowing them to receive our

2024 Proxy Statement

Table of Contents

	Internet Essentials service or our enhanced Internet Essentials Plus service with twice the download speed – up to 100 Mbps – for free.
●	Participating in federal, state and local programs designed to fund the expansion of broadband to unserved and underserved Americans and extending our network to new areas where reliable, high-speed internet services had been unavailable.
●	Investing directly in community-based initiatives and programs to launch, support and scale digital navigator programs across the country. Digital navigators are trusted individuals affiliated with local nonprofits, educational institutions and governmental organizations who are trained to help more people sign up for internet service, get devices and connect to skills training and other digital literacy resources.
●	Continuing to support third-party organizations that are helping to create access to skills and training, so more people can secure jobs and climb the economic ladder.

Diversity, Equity & Inclusion

We embrace diversity of background, culture, skills and experience throughout our business. Our ongoing efforts in this regard are reviewed and discussed by our Board and/or its committees, our senior leadership teams, our rotating Diversity, Equity & Inclusion (“DE&I”) Employee Advisory Council and our external DE&I Advisory Council.

Board of Directors and Workforce

(Workforce statistics based on U.S. full-time employees as of year-end 2023)

Board of Directors Nominees		Overall Workforce

30% of our Board nominees are women	40% of our Board nominees are people of color	37% of our employees were women	46% of our employees were people of color

VP+		Director-Level Employees

45% of our Vice Presidents & above were women	26% of our Vice Presidents & above were people of color	44% of our Director-level employees were women	32% of our Director-level employees were people of color

30% 70% 30% 10% 37% 63% 16% 8% 17% 4% 0.4% 45% 55% 6% 10% 8% 2%% 0.1% 44% 56% 7% 13% 9% 3% 0.3%

Black and African American

Asian and Pacific Islander

Hispanic and Latino/a/e

2+ Races

Indigenous

7	2024 Proxy Statement

Table of Contents

●	Employee Resource Groups (“ERGs”): We support nine ERGs with approximately 36,000 members in 250 chapters that are voluntary, employee-led organizations open to all across our business dedicated to developing the careers of our employees, contributing to community service and building on an inclusive and collaborative workplace and culture. Each ERG has executive sponsors and receives annual funding, as well as the opportunity to receive further financial support for cross-ERG events to bring collaborative and innovative programming to all employees.
●	DE&I Education and Training: We offer a variety of training programs and initiatives focused on creating a more inclusive workplace culture, including company-wide forums like our DE&I speaker series, along with an enterprise-wide learning catalog.
●	External Input: We routinely engage third-party consultants and leverage third-party survey instruments to review and evaluate workforce-related programs and recommend opportunities for improvement. We also leverage the expertise of our external DE&I Advisory Council composed of business, political and civil rights leaders to help us learn from others and collaborate to help find solutions to challenges.

Diverse Programming and Platforms

We strive to have diverse perspectives that resonate with a wide range of audiences in our programming at NBCUniversal and in the content we distribute on our media platforms. Through our platforms, we share culturally representative stories and educate our viewers on diverse and inclusive cultures, perspectives and experiences, including through a vast ecosystem of diverse content on Xfinity (including curated On Demand destinations) and NBCUniversal’s ‘The More You Know’ series of public service announcements.

Human Capital Management

As a global media and technology company, we have a wide range of employees, including management professionals, technicians, engineers, call center employees, theme park employees and media talent and production employees. Our human capital management policies, programs and initiatives are tailored to the specific employee populations within our businesses and include the following:

●	Employee Engagement: We seek to create an engaged workforce through proactive listening and constructive dialogue, including through employee engagement surveys, as well as through the nine ERGs described above. We are committed to creating an environment that encourages employees to ask questions, raise concerns and speak up about a workplace issue or suspected illegal or unethical conduct. We provide several channels for speaking up without fear of retaliation, including a helpline and web portal that are administered by an independent third-party company and allow for anonymous reporting when permitted by applicable laws. Our Board, through its committees, also receives periodic reports on our employee engagement surveys and employee concerns reported through our Comcast NBCUniversal Listens and Sky Listens programs.
●	Talent Development and Succession Planning: We provide a wide variety of opportunities for professional growth for all employees with in-classroom and online trainings and on-the-job experience, including as described above in “Diversity, Equity & Inclusion.” We also offer education tuition assistance to full-time employees in the United States. Our Board discusses succession planning for our CEO and the remainder of our senior executive management team annually on a formal basis and in private sessions at most of its regularly scheduled meetings. Throughout the year, our senior executive management team, as well as a broader array of executives throughout our businesses, make presentations to the Board and its committees and interact with our directors informally outside of regularly scheduled Board meetings, which provides directors with meaningful insight into our current pool of talent, what attracts and retains our executives and our company culture. See “Corporate Governance and Board Matters – Corporate Governance Practices, Policies and Processes – Succession Planning” for additional information.
●	Health and Welfare Benefits: We offer a robust portfolio of health and welfare programs and solutions designed to meet the unique needs of our employees and their families, delivered through a consistent and seamless member experience. Our offerings include comprehensive and affordable health care coverage options along with a variety of additional tools and resources, including access to dedicated health care navigators, expert medical opinion services, virtual primary care services and a diabetes management program. In addition, we offer comprehensive family planning options, including for adoption and surrogacy, and provide specialized support teams to help employees manage all stages in the family planning journey, including the first few months of parenthood. We continue to invest in the emotional wellbeing of our employees and offer a broad array of tools and resources such as our Employee Assistance Program, which provides personal counseling sessions to support employees and their

2024 Proxy Statement

Table of Contents

families and provide problem-solving support for a broad range of issues, including stress, anxiety, depression, substance use and more. We also offer various digital emotional wellbeing tools, including child learning and behavior support, meditation, stress management, sleep issues, depression, chronic pain and substance use.

●

Financial Benefits: We focus on attracting and retaining employees by providing compensation and benefits packages that are competitive within the applicable market, taking into account the job’s location and responsibilities. We provide competitive financial benefits such as a 401(k) retirement plan in the United States with a company match and other retirement arrangements internationally. We have employee stock purchase plans in the United States, United Kingdom, India and several other European countries where most of our full-time and part-time employees can purchase our stock at a discount. We generally grant equity awards on an annual basis to a meaningful portion of our employees, with over 20,000 employees receiving such awards in 2023. We offer financial literacy training and counseling to support employees in making their own financial decisions.

Environmental Sustainability

In 2023, we continued to work toward our goal to become carbon neutral by 2035 for Scope 1 and 2 emissions across our global operations. We reduced our Scope 1 and 2 greenhouse gas emissions by over 30% between our 2019 base year and 2022, and are working toward setting near-term science-based greenhouse gas reduction targets with the Science Based Targets initiative.

While we expect to continue making progress toward our environmental goals, our goals are subject to certain risks and challenges that are beyond our control, including political, economic, regulatory and geopolitical conditions, supply chain and labor issues, supplier emissions reductions, the evolution of carbon offset markets and innovations in technology and infrastructure.

Political and Trade Association Activities

Our code of conduct, statement on political and trade association activities, semi-annual political contributions reports and annual tax-exempt organization disclosures provide information about our political, lobbying and trade association activities. Our GCR Committee is responsible for overseeing our political, lobbying and trade association activities. In 2023, we received the leading “Trendsetter” designation from the CPA Zicklin Index of Corporate Political Disclosure and Accountability for our transparency and accountability in political and trade association disclosure, policy and oversight.

Integrity

Our company’s culture is built on integrity and respect, and we live our core value of doing what’s right by conducting ourselves in a way that maintains trust and respect around the globe. As set forth in our code of conduct, our principles of business conduct guide us to act with integrity in everything we do, including our commitment to do what’s right for our employees, customers, viewers, investors and the communities we serve. We are committed to creating an environment that encourages employees to ask questions, raise concerns and speak up without fear of retaliation.

9	2024 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 Nominees

Board Snapshot


INDEPENDENCE	DIVERSITY (GENDER & RACE)*	INDEPENDENT DIRECTOR TENURE
Independent: 90% Independent - 9 Non-independent - 1 Diverse: 60% Racial/Ethnic Diversity - 40% Female - 30% Average Tenure: 8.4 years < 5 years - 3 5-10 years - 3 > 10 years - 3 Brian L. Roberts, 64 Chairman of the Board, President and CEO Director Since: March 1988 Committee Membership: None Kenneth J. Bacon, 69 Independent Director Director Since: November 2002 Committee Membership: Governance and Corporate Responsibility Committee Thomas J. Baltimore, Jr., 60 Independent Director Director Since: March 2023 Committee Membership: Audit Committee Madeline S. Bell, 62 Independent Director Director Since: February 2016 Committee Membership: Governance and Corporate Responsibility Committee Louise F. Brady, 59 Independent Director Director Since: October 2023 Committee Membership: Audit Committee Edward D. Breen, 68 Lead Independent Director Director Since: February 2014 Committee Membership: Compensation and Human Capital Committee Jeffrey A. Honickman, 67 Independent Director Director Since: December 2005 Committee Membership: Audit**and Governance and Corporate Responsibility Committees Wonya Y. Lucas, 63 Independent Director Director Since: April 2024 Asuka Nakahara, 68 Independent Director Director Since: February 2017 Committee Membership: Audit Committee David C. Novak, 71 Independent Director Director Since: December 2016 Committee Membership: Compensation and Human Capital Committee Non-independent – 1 Non-Diverse – 4 Diverse – 6 Independent – 9 Board Nominees

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

2024 Proxy Statement

Table of Contents

Board Refreshment

Thomas J. Baltimore, Jr. and Louise F. Brady joined our Board in March and October 2023, respectively, and Wonya Y. Lucas joined our Board in April 2024. Gerald L. Hassell and Maritza G. Montiel are not director nominees for our 2024 annual meeting due to having reached our retirement age of 72, and their terms will end on the date of our annual meeting in June.

Director Skills, Experience and Diversity

As baseline director qualifications, our Board seeks, and each of our directors possesses, key attributes that we deem critical in being a director, including strong and effective decision-making, communication and leadership skills; high ethical standards, integrity and values; and a commitment to representing the long-term interests of our shareholders. Our Board, and the GCR Committee in turn, also consider certain director qualifications and skills, including those highlighted below, to select directors that bring to the Board a diversity of backgrounds, cultures, skills, experiences, qualifications, viewpoints and perspectives to oversee and address the current issues facing our company.

Our Board and each of its committees assess their effectiveness as part of their annual self-assessment, which, among other things, evaluates the overall composition of our Board, including the diversity of skills and backgrounds of our directors. In evaluating current directors for renomination to the Board or reappointment to Board committees, the GCR Committee also considers the director’s performance, as well as the current challenges and needs of the Board and each committee. The GCR Committee further considers each director’s ability to dedicate sufficient time, energy and attention to the fulfillment of his or her duties when it nominates directors each year. In accordance with our corporate governance guidelines, an independent director who is a chief executive officer of a public company may serve on the boards of no more than two other public companies in addition to our Board, while all other independent directors may serve on up to four public company boards in total. The Board also considers directors’ other obligations and commitments, including leadership positions the director may hold on other boards, in assessing directors’ ability to dedicate sufficient time to our Board. In renominating directors for election at our 2023 annual meeting, the GCR Committee and Board have determined that each of our director nominees is currently in compliance with our corporate governance guidelines and has sufficient time, energy and attention to serve on our Board.

KENNETH J. BACON THOMAS J. BALTIMORE, JR. MADELINE S. BELL LOUISE F. BRADY EDWARD D. BREEN JEFFREY A. HONICKMAN WONYA Y. LUCAS ASUKA NAKAHARA DAVID C. NOVAK BRIAN L. ROBERTS

Executive Leadership Relevant Industry Experience Consumer Products/Customer-Oriented Technology Financial/Accounting Risk Management Oversight International Government Affairs Human Capital Management Non-Profit/Educational/Philanthropic

2024 Proxy Statement

Table of Contents

Director Nominee Biographies

Kenneth J. Bacon

Independent

	Partner at RailField Partners
	Age: 69 Director since: November 2002 Committees: Governance and Corporate Responsibility	Other Current Public Company Directorships: Ally Financial Inc., Arbor Realty Trust, Inc., Welltower Inc.

Career Highlights:

●	Partner, RailField Partners, a financial advisory and asset management firm, 2012 – Present
●	Executive Vice President of the multifamily mortgage business, Fannie Mae, 2005 – 2012

●	Interim Executive Vice President, Housing and Community Development, Fannie Mae, January 2005 – July 2005
●	Member, National Multifamily Housing Council

Skills and Qualifications:

We believe that Mr. Bacon’s significant experience in senior executive leadership, regulatory and government affairs, risk management and the financial and housing industries renders him qualified to serve as one of our directors.

Executive
Leadership

Financial/
Accounting

Risk Management
Oversight

Government
Affairs

Non-Profit/
Educational/
Philanthropic

Thomas J. Baltimore, Jr.

Independent

	Chairman, President and Chief Executive Officer of Park Hotels & Resorts
	Age: 60 Director since: March 2023 Committees: Audit	Other Current Public Company Directorships: American Express Company, Park Hotels & Resorts, Inc. Former Public Company Directorships: AutoNation, Inc., Prudential Financial, Inc.

Career Highlights:

●	Chairman, President and Chief Executive Officer of Park Hotels & Resorts, Inc., a lodging and real estate investment trust, 2017 – Present
●	President, Chief Executive Officer and Member of Board of Trustees of RLJ Lodging Trust, 2011 – 2016
●	Co-Founder and President, RLJ Development, LLC, 2000 – 2011
●	Various management positions at Hilton Hotels Corporation, Marriott Corporation and Host Marriott Services Corporation

●	Board Member, University of Virginia Investment Management Company
●	Board Member, The Real Estate Roundtable
●	Executive Committee Member, American Hotel & Lodging Association
●	Board Member, UVA McIntire School of Commerce Foundation

Skills and Qualifications:

We believe that Mr. Baltimore’s executive leadership experience as a president and chief executive officer, extensive risk management, finance and strategy expertise, as well as his experience in the hospitality industry, render him qualified to serve as one of our directors.

Executive
Leadership

Relevant Industry
Experience

Consumer Products/
Customer-Oriented

Financial/
Accounting

Risk Management
Oversight

2024 Proxy Statement

Table of Contents

Madeline S. Bell

Independent

	President and Chief Executive Officer of The Children’s Hospital of Philadelphia
	Age: 62 Director since: February 2016 Committees: Governance and Corporate Responsibility

Career Highlights:

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

●	Board Member, Leonard Davis Institute of Health Economics
●	Board Member, Solutions for Patient Safety
●	Executive Committee Member, Greater Philadelphia Chamber of Commerce and Member, CEO Council for Growth
●	Former Board Chair, Federal Reserve Bank of Philadelphia

Skills and Qualifications:

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

Executive Leadership

Consumer Products/
Customer-Oriented

Risk Management
Oversight

Non-Profit/
Educational/
Philanthropic

Louise F. Brady

Independent

	Co-Founder and Managing Partner of Piedmont Capital Partners, LLC, Piedmont Capital Partners II, LLC and Piedmont Capital Investments, LLC
	Age: 59 Director since: October 2023 Committees: Audit	Other Current Public Company Directorships: Travel + Leisure Co.

Career Highlights:

●	Co-Founder and Managing Partner of Piedmont Capital Partners, LLC, Piedmont Capital Partners II, LLC and Piedmont Capital Investments, LLC, 2013, 2019 and 2020, respectively – Present
●	President of Blue Current, Inc., 2014 – Present
●	Vice President of Investments at Wells Fargo Advisors Financial Services, 1996 – 2013

●	Board Member, Piedmont Triad Partnership
●	Board Member, The Bryan Foundation
●	Co-Chair, Advisory Board, The Shuford Program in Entrepreneurship, University of North Carolina at Chapel Hill
●	Co-Chair, Board of Directors, Shift_Ed

Skills and Qualifications:

We believe that Ms. Brady’s extensive experience in the venture capital portfolio management, commercial banking and technology sectors, notably as it relates to developing innovative technologies in start-up companies, as well as her considerable financial expertise, render her qualified to serve as one of our directors.

Executive Leadership

Technology

Financial/Accounting

2024 Proxy Statement

Table of Contents

Edward D. Breen

Lead Independent Director

	Chief Executive Officer and Executive Chairman of DuPont de Nemours, Inc.
	Age: 68 Director since: February 2014 Committees: Compensation and Human Capital	Other Current Public Company Directorships: DuPont de Nemours, Inc. Former Public Company Directorships: Corteva, Inc., DowDuPont Inc., International Flavors & Fragrances, Inc.

Career Highlights:

●	Chief Executive Officer (since 2020) and Executive Chairman (since 2019), DuPont de Nemours, Inc., a provider of technology-based materials, ingredients and solutions
●	Chief Executive Officer and Chairman, DowDuPont and predecessors, 2015 – 2019
●	Chief Executive Officer, Tyco International Ltd., 2002 – 2012; Chairman until 2016
●	Previous President and Chief Operating Officer, Motorola, and multiple leadership roles, Motorola’s

	Networks Sector and Motorola’s Broadband Communications Sector
●	Chairman, President and CEO, General Instrument Corporation, 1997 – 2000
●	Previously a director of Comcast from 2005 – 2011
●	Chair, Board of Trustees, Grove City College
●	Board of Trustees, Lebanon Valley College
●	Board of Trustees, The Hun School of Princeton

Skills and Qualifications:

We believe that Mr. Breen’s extensive experience in the technology, equipment supplier and consumer products sectors, notably as those sectors relate to the internet, video and wireless industries, and his various experiences as a president and chief executive officer render him qualified to serve as one of our directors.

Executive
Leadership

Relevant
Industry
Experience

Consumer
Products/
Customer-
Oriented

Technology

Risk
Management
Oversight

International

Jeffrey A. Honickman

Independent

	Chief Executive Officer of Pepsi-Cola & National Brand Beverages, Ltd.
	Age: 67 Director since: December 2005 Committees: Audit and Governance and Corporate Responsibility

Career Highlights:

●	Chief Executive Officer, Pepsi-Cola & National Brand Beverages, Ltd., a bottling and distribution company, which includes among its affiliates Pepsi-Cola Bottling Company of New York, Inc. and Canada Dry bottling companies from New Jersey to Virginia, 1990 – Present
●	Vice President and Secretary of Antonio Origlio Inc., a beverage distributor based in Philadelphia, Pennsylvania,

	which does business as Origlio Beverages, 1987 – Present
●	Board of Directors, American Beverage Association
●	Board of Trustees, Barnes Foundation
●	President’s Advisory Council, Sidney Kimmel Cancer Center, Jefferson Health

Skills and Qualifications:

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

Executive Leadership

Consumer Products/Customer-Oriented

Financial/Accounting

2024 Proxy Statement

Table of Contents

Wonya Y. Lucas

Independent

	Former Chief Executive Officer of Hallmark Media Networks
	Age: 63 Director since: April 2024	Other Current Public Company Directorships: Atlanta Braves Holdings, Inc. Former Public Company Directorships: E.W. Scripps Company, J.C. Penney Company, Inc.

Career Highlights:

●	President and Chief Executive Officer of Hallmark Media Networks, 2020 – 2023
●	President and Chief Executive Officer of Public Broadcasting Atlanta, 2015 – 2020
●	President of Lucas Strategic Consultants LLC, 2013 – 2015
●	President and Chief Executive Officer of TV One, 2011 – 2013
●	Chair, Board of Jurors, Peabody Awards

●	Board of Trustees, Children’s Hospital of Atlanta
●	Board of Directors, Community Foundation for Greater Atlanta
●	Board of Trustees, Georgia Tech Foundation
●	Board of Trustees, Sundance Institute
●	Former Board Member, National Cable and Telecommunications Association (NCTA)

Skills and Qualifications:

We believe that Ms. Lucas’ experience and leadership in the media and entertainment sector, her extensive marketing and strategy expertise, as well as her prior experience as a president and chief executive officer, render her qualified to serve as one of our directors.

Executive
Leadership

Relevant Industry
Experience

Consumer Products/
Customer-Oriented

Risk Management
Oversight

Asuka Nakahara

Independent

	Partner at Triton Atlantic Partners
	Age: 68 Director since: February 2017 Committees: Audit	Other Current Public Company Directorships: CBRE Global Real Estate Income Fund

Career Highlights:

●	Co-Founder, Incompass Labs, Inc., a peer assessment software company, 2022 – Present
●	Partner, Triton Atlantic Partners, a real estate advisory firm and investment vehicle that he co-founded, 2009 – Present
●	Associate Director, Zell-Lurie Real Estate Center, and Practice Professor, Real Estate Department, Wharton School of the University of Pennsylvania, 1999 – Present

●	Trammell Crow Company, various leadership roles including Chief Financial Officer (overseeing finance, capital markets, mergers and acquisitions, marketing, Trammell Crow University, human resources and other new business initiatives), 1980 – 1999
●	Board of Trustees, Rice University

Skills and Qualifications:

We believe that Mr. Nakahara’s extensive knowledge of real estate and general advisory matters, including his leadership and academic experiences, as well as his prior experience as a chief financial officer, render him qualified to serve as one of our directors.

Executive Leadership

Financial/Accounting

Non-Profit/Educational/Philanthropic

2024 Proxy Statement

Table of Contents

David C. Novak

Independent

	Founder of David Novak Leadership, Inc.
	Age: 71 Director since: December 2016 Committees: Compensation and Human Capital

Career Highlights:

●	Founder of David Novak Leadership, Inc., which provides online leadership training to transform managers into confident, capable, engaging leaders, 2020 – Present
●	Executive Chairman of the Board, YUM! Brands, Inc., 2015 – 2016
●	Chairman of the Board, YUM! Brands, Inc., 2001 – 2014
●	Chief Executive Officer, YUM! Brands, Inc., 2000 – 2014

●	Board Member, Lift-a-Life Novak Family Foundation
●	Author of O GREAT ONE! A Little Story About the Awesome Power of Recognition, Taking People With You: The Only Way to Achieve Big Things and co-author of Take Charge of You, dedicated to developing leaders at every stage of life

Skills and Qualifications:

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

Executive
Leadership

Customer
Oriented/
Marketing

International

Human Capital
Management

Non-Profit/
Educational/
Philanthropic

Brian L. Roberts

Independent

	Chairman and Chief Executive Officer of Comcast
	Age: 64 Director since: March 1988 Committees: None

Career Highlights:

●	Chairman of the Board, Comcast, 2004 – Present
●	Chief Executive Officer, Comcast, 2002 – Present
●	President, Comcast, 1990 – 2022

●	Director Emeritus, CableLabs, the cable industry’s research and development consortium

As of December 31, 2023, Mr. Roberts, through his ownership of our Class B common stock, had sole voting power over 33 1/3% of the combined voting power of our two classes of voting common stock.

Skills and Qualifications:

We believe that Mr. Roberts’ extensive experience and leadership in the internet, video, phone, media and entertainment and wireless industries, including as our Chairman and Chief Executive Officer and in the oversight of business strategies and risk management efforts, render him qualified to serve as one of our directors.

Executive
Leadership

Relevant
Industry
Experience

Consumer Products/
Customer-Oriented

Risk Management
Oversight

International

2024 Proxy Statement

Table of Contents

Independence Determinations

Our Board has determined that each of our nonemployee directors and director nominees is independent in accordance with the director independence definition specified in our corporate governance guidelines, which are posted under “Corporate Governance” in the Investors section of our website at www.cmcsa.com, and in accordance with the applicable rules of The Nasdaq Stock Market LLC (“Nasdaq”). In making its independence determinations, our Board considered transactions and relationships between each director or any member of his or her immediate family and us, including those reported under “Related Party Transactions Policy and Certain Transactions” below. The Board also considered that in the ordinary course of business we have, during the current year and the past three fiscal years, sold products and services to, purchased products and services from, and/or made charitable donations (including by certain of our executive officers) to companies and organizations at which certain of our directors are currently an executive officer or a significant shareholder. In each case, the amount paid or donated to or received from these companies and organizations each year was below 1% of the recipient company’s or organization’s total consolidated gross revenues, which is far below the 5% limit prescribed by Nasdaq rules.

Retirement Age, Director Tenure and Director Emeritus Program

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

Our Board considers director tenure in connection with its independence determinations, even though neither our corporate governance guidelines nor Nasdaq or SEC rules deem a long-tenured director not independent. Following the annual meeting of shareholders, if all director nominees are elected to serve as our directors, the average tenure of our independent directors will be 8.4 years.

Our Board has created a director emeritus program to avail itself of the counsel of retiring directors who have made and can continue to make a unique contribution to the deliberations of the Board. A director emeritus may provide advisory services as requested from time to time and may be invited to attend meetings of the Board, but may not vote, be counted for quorum purposes or have any of the duties or obligations imposed on our directors or officers under applicable law or otherwise be considered a director. Sheldon M. Bonovitz was designated as a director emeritus following our 2020 annual meeting, and following our 2024 annual meeting Gerald L. Hassell and Maritza G. Montiel will become directors emeritus for a period of one year.

Director Nominations

Identifying and Evaluating Director Nominees

Our GCR Committee will consider director candidates recommended by shareholders and will evaluate any such candidates in a similar manner as any other candidates. In identifying and evaluating candidates, whether recommended by the GCR Committee or by shareholders, the GCR Committee will consider an individual’s professional knowledge, business, financial and management expertise, industry knowledge, entrepreneurial background and experience, as well as applicable independence requirements. The GCR Committee also gives significant consideration to the current composition and diversity of our Board, including with respect to the skills set forth above, as well as age, backgrounds, cultures, experiences, qualifications, viewpoints and perspectives. All of our nominees are current directors and were elected by the shareholders at our 2023 annual meeting, other than Louise F. Brady and Wonya Y. Lucas, who joined the Board in October 2023 and April 2024, respectively.

Shareholder Nominees

To submit a nomination for the election of directors, shareholders must provide a written notice in accordance with Section 3.10 of our bylaws. For the election of directors at the 2025 annual meeting of shareholders, if such meeting is called for a date between May 11, 2025 and July 10, 2025, we must receive written notice at the mailing address given on page 61 on or after February 10, 2025 and no later than the close of business on March 12, 2025. If we call the 2025 annual meeting of shareholders for any other date, we must receive written notice no later than the close of business on the tenth day following the day on which we first make a public announcement of the date of the meeting.

In addition, in accordance with Section 3.11 of our bylaws, a shareholder or group of up to 20 shareholders owning at least 3% of the aggregate number of our outstanding shares of common stock continuously for at least three years may nominate and include in our proxy materials director nominees constituting up to the greater of 20% of our Board or two directors, provided the shareholder(s) and nominee(s) satisfy the requirements in our bylaws. Written notice of

17	2024 Proxy Statement

Table of Contents

proxy access director nominees for the election of directors at the 2025 annual meeting of shareholders, if such meeting is called for a date between May 11, 2025 and July 10, 2025, must be received at the mailing address given on page 61 on or after November 27, 2024 and no later than the close of business on December 27, 2024. If such meeting is called for any other date, we must receive written notice no later than the close of business on the later of the date that is 180 days prior to such meeting or the tenth day following the day on which we first make a public announcement of the date of the meeting.

Shareholders can obtain a copy of our bylaws by writing to Thomas J. Reid, Secretary, Comcast Corporation, at the mailing address given on page 61. A copy of our bylaws is filed with the SEC as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2023 and is posted under “Corporate Governance” in the Investors section of our website at www.cmcsa.com.

Board Structure and Responsibilities

Board Leadership Structure

Our Board believes that we and our shareholders are best served by maintaining the flexibility for the Board to split or combine the offices of Chairman and Chief Executive Officer depending upon the best interests of our company at a given point in time. To that end, our GCR Committee and Board regularly review our Board leadership structure to ensure that the most appropriate structure is in place. These reviews may consider a variety of factors, such as our state corporation laws, our governance practices, the efficiency and effectiveness of our existing board leadership structure and feedback from our Board members as well as shareholders on our Board and its leadership structure.

Our Board currently believes that we and our shareholders continue to be best served by having Mr. Roberts serve as both our Chairman and Chief Executive Officer – working together with a strong Lead Independent Director. Mr. Roberts is a strong and effective leader, at both the company and Board levels, who provides critical leadership in carrying out our strategic initiatives and confronting our challenges. Mr. Roberts serves as an effective bridge between the Board and management, facilitating strong collaboration and encouraging open lines of communication with the Board. In his role as Chairman, he also brings to Board discussions extensive knowledge of all aspects of our current business, operations and risks.

In addition to our combined Chairman and CEO role, our independent directors are led by our Lead Independent Director, who ensures a strong, independent and active Board by promoting effective communication and consideration of strategy and material risks.

Edward D. Breen LEAD INDEPENDENT DIRECTOR
In accordance with our corporate governance guidelines, our Board has a strong Lead Independent Director position, currently filled by Mr. Breen. The Lead Independent Director:
●Chairs executive sessions, which are held at substantially all regularly scheduled Board meetings. ●Facilitates communication between the Chairman and the independent directors and encourages director participation by fostering an environment of open dialogue and constructive feedback. ●Communicates periodically as necessary between Board meetings and executive sessions with our independent directors and with management on topics of importance to our independent directors. ●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, which may include matters relating to significant risks of our company. ●With the CHC Committee, organizes the annual Board evaluation of the performance of our Chief Executive Officer and senior management. ●With the GCR Committee, reviews and approves the process for the annual self-assessment of our Board and its committees. ●Represents independent directors in communications with external constituencies, including significant shareholders, as appropriate.

The role of Lead Independent Director is filled by an independent director recommended by the GCR Committee, which is chaired by and composed entirely of independent directors, and appointed by the Board annually. In recommending Mr. Breen to serve as our Lead Independent Director, our GCR Committee considered, among other

2024 Proxy Statement

Table of Contents

qualifications, his extensive experience as a board chairman and chief executive officer seasoned in board-level risk oversight.

Our Board believes that board independence and oversight of management are effectively maintained, and management plans are critically reviewed, with our current board leadership and oversight structure and practices. The composition of our Board evolves gradually over time, which provides stability and experience, but the processes by which the Board works are dynamic and are designed to address the most critical risks and circumstances prevailing at any point in time. In addition to the Lead Independent Director position, we have strong and effective governance practices that support independent Board oversight, including:

●	Board independence and oversight of management effectively maintained through the Board’s composition, where all but one of our director nominees are independent.
●	All Board-level committees (Audit, CHC and GCR) are chaired by and composed entirely of independent directors, and appointed by the Board annually.
●	All directors have access to management, external experts and independent auditors.
●	Independent directors regularly meet in executive sessions without management present, chaired at our Board by our Lead Independent Director and at committees by committee chairs, to review, among other things, our strategy and risks, operating and financial performance, management effectiveness and succession planning.
●	Annual Board assessment process includes independent director input (which includes the Lead Independent Director) for Board and committee meeting agendas on key business and risk topics, director educational topics and the design, composition and effectiveness of our Board, its leadership structure and Board committees.
●	All directors may suggest inclusion of additional subjects on Board or committee agendas.
●	Independent director participation in and oversight of key governance processes, such as Chief Executive Officer performance, executive compensation and succession planning.
●	Our Chairman and Chief Executive Officer and our Lead Independent Director meet and speak with each other regularly about our Board and our company.

In addition, having one individual perform the roles of Chairman and Chief Executive Officer is not restricted or prohibited by current laws or regulations. Board action is the product of consensus following informed and thorough discussion, relying on external expertise when appropriate to supplement management resources or provide the independent directors with additional support. No director has the right to override the vote of any other director, but in practical terms Board action is based on consensus not contested votes.

Ultimately, we believe that our current leadership structure, together with our strong governance practices, creates a productive relationship between our Board and management, including strong and effective leadership of our company, as well as strong independent oversight that benefits our shareholders.

Board Meetings and Attendance

Our Board and various committees of the Board meet throughout the year. During 2023, there were seven meetings of our Board and a total of 22 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 2023 annual meeting of shareholders.

Our independent directors have the opportunity to meet separately in executive session following each regularly scheduled Board and committee meeting and, under our corporate governance guidelines, are required to meet in executive session at least two times each year. In 2023, executive sessions were held at each regularly scheduled Board meeting, and most regularly scheduled committee meetings.

Committees of Our Board

Our Board has three standing committees: Audit, CHC and GCR. All of these committees are composed entirely of independent directors under applicable Nasdaq and SEC requirements.

The Board makes committee and committee chair assignments annually at its meeting immediately preceding the annual meeting of shareholders, although further changes may be made from time to time as deemed appropriate by the Board.

Each committee has a Board-approved charter, which is reviewed annually by the respective committee, with the GCR Committee annually reviewing all charters and our corporate governance guidelines. Each committee has the authority

19	2024 Proxy Statement

Table of Contents

to retain independent advisors to assist it in carrying out its responsibilities. Committee charters are posted under “Corporate Governance” in the Investors section of our website at www.cmcsa.com.

SEC Form DEF 14A filed by Comcast Corporation