Brian L. Roberts
COMCASTAbout Brian L. Roberts
Brian L. Roberts (age 65) is Chairman and Chief Executive Officer of Comcast and has served as a director since March 1988; he became CEO in 2002 and Chairman in 2004, after serving as President from 1990–2022 . In 2024 under his leadership, Comcast grew revenue 1.8% to $123.7B, adjusted EBITDA to $38.1B, and returned $13.5B to shareholders (dividends $4.8B; buybacks $8.6B; shares outstanding reduced 5%); the annual dividend was raised 6.5% to $1.32 for 2025 . Executive incentives emphasize pay-for-performance: CEO target bonus equals 300% of salary with quantitative metrics (Revenue, Adjusted EBITDA, Free Cash Flow) and PSUs tied to ROIC and relative Adjusted EPS growth, with a TSR modifier that penalized 2022–2024 PSU payouts due to a 19th percentile TSR (payout reduced to 143% of target) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Comcast | President | 1990–2022 | Helped scale core connectivity and media businesses and stewarded capital returns and strategic transactions . |
| Comcast | Chief Executive Officer | 2002–Present | Led multi-decade growth, diversification, and shareholder returns; advanced planned spin-off of cable networks/digital assets . |
| Comcast | Chairman of the Board | 2004–Present | Serves as bridge between management and Board with Lead Independent Director oversight structure . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| CableLabs (industry R&D consortium) | Director Emeritus | n/a | Industry standards and R&D engagement in cable/broadband technologies . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Salary) | Actual Annual Bonus Paid ($) |
|---|---|---|---|
| 2022 | 2,500,000 | 300% | 7,500,000 |
| 2023 | 2,500,000 | 300% | 8,550,000 |
| 2024 | 2,500,001 | 300% | 7,500,002 (capped at 100% of target at CEO request) |
Performance Compensation
- Annual cash bonus design and 2024 results
| Element | Weight | 2024 Performance Range | 2024 Achievement (weighted) |
|---|---|---|---|
| Adjusted EBITDA | 35% | $36.598–$42.378B (constant currency basis) | 33% |
| Free Cash Flow | 25% | $11.585–$17.719B | 37% |
| Revenue | 10% | $119.212–$138.036B | 9% |
| Operating performance goals | 15% | Qualitative | 15% |
| Stakeholder & sustainability goals | 15% | Qualitative | 15% |
| Total payout | 100% | — | 109% of target (CEO took 100%) |
- Long-term incentives (PSUs and Stock Options)
| Award | Metric | Weight | Target/Design | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| 2024 PSUs | ROIC (absolute) | 50% | Three-year average ROIC with rigorous ranges (not disclosed) | In progress (2024–2026 performance cycle) | Cliff vest at 3 years; TSR +/-25% modifier; positive cap blocked if absolute TSR negative |
| 2024 PSUs | Relative Adjusted EPS growth (vs. S&P 100) | 50% | 3-year CAGR vs. S&P 100 | In progress | Cliff vest at 3 years; TSR modifier |
| 2022 PSUs | ROIC / Relative Adjusted EPS | 50% / 50% | Three-year performance (2022–2024) | 143% of target (190% pre-TSR; -25% TSR modifier at 19th percentile) | Vested after 3 years (paid 2025) |
| 2024 Stock Options | Stock price appreciation | — | Options vest 20% annually over 5 years; net-settled | N/A | 5-year ratable vesting |
- Equity mix shift: 2024 equity ~75% PSUs / 25% options; for 2025, all PSUs (100%) to further align with long-term performance .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership/voting control | Roberts beneficially owns 9,444,375 Class B shares (100% of Class B), representing 33 1/3% of combined voting power via Class B (generally non-dilutable) . |
| CEO stock ownership guideline | 10x base salary (in compliance) . |
| Hedging/pledging | Executives and directors are prohibited from hedging and from holding/pledging Comcast stock in margin accounts . |
| 2024 shares vested (Roberts) | 418,990 shares vested; $17,930,789 value . |
| 2024 option exercises (Roberts) | 965,000 options exercised; $20,651,000 value . |
| Outstanding unearned PSUs (12/31/24) | 2,759,612 units; $103,568,238 market value at $37.53 . |
| Insider-trading controls | Blackouts + pre-clearance; limited trading windows . |
Employment Terms
| Term | Key provisions |
|---|---|
| Agreement term | Effective Aug 1, 2017; rolling automatic extension maintains a 3-year term (evergreen) . |
| Target bonus | 300% of base salary . |
| Severance (without cause/with good reason) | 3 years of base salary ($7,500,000), 3 annual bonuses at 100% of target ($22,500,000), pro-rated current-year bonus at 100%, continued equity vesting per terms, and 3 years health benefits ($35,596 shown as 2024 estimate) . |
| Disability/Death | Disability: same 3-year salary and bonus schedule; equity vests in full; options remain exercisable; death: equity vests in full; pro-rated bonus; spousal benefits (lifetime benefits noted) . |
| Change-in-control | No single-trigger; for Roberts, termination following a change-in-control is treated as termination without cause (double-trigger applies) . |
| Non-compete/non-solicit | Non-compete applies for 1 year post-termination in certain cases; non-solicit 1 year; confidentiality covenants . |
| Clawback | Policy compliant with SEC/Nasdaq; applies to executive incentive comp . |
| Tax gross-ups | None for executive officers (including golden parachute excise tax) . |
| Perquisites | Personal use of company aircraft allowed; Roberts’ 2024 incremental cost $190,483; company disallowed tax deduction for all NEOs’ aircraft personal use totaled ~$5.9M . |
Compensation Structure Analysis
- Mix and risk: CEO compensation was ~93% performance-based in 2024; long-term equity moved to 75% PSUs/25% options and will be 100% PSUs in 2025, increasing link to three-year financial and relative performance outcomes .
- Annual plan rigor: 2024 financial metric attainment summed to 79% (Adjusted EBITDA 33%, FCF 37%, Revenue 9%), with added operating and stakeholder components; CEO voluntarily capped payout at 100% despite committee-calculated 109% .
- PSU outcome discipline: 2022–2024 PSU payout at 143% reflects strong ROIC (200%) and relative EPS (180%), but TSR underperformance (19th percentile) triggered a -25% modifier; positive TSR modifiers are disallowed when absolute TSR is negative .
- Governance safeguards: No options repricing; no single-trigger vesting; no excise tax gross-ups; hedging/pledging prohibited; robust clawback policy .
Performance & Track Record
| Metric/initiative (2024) | Outcome |
|---|---|
| Consolidated revenue | $123.7B (+1.8% YoY) |
| Adjusted EBITDA | $38.1B (up from $37.6B in 2023) |
| Free Cash Flow | $12.5B (includes Hulu-related tax effects) |
| Capital returns | $13.5B to shareholders (dividends $4.8B; buybacks $8.6B; shares outstanding -5%) . Dividend increased 6.5% to $1.32 annualized in Jan 2025 . |
| Strategic moves | Announced plan to spin off portfolio of cable networks and digital assets (target by end of 2025, subject to conditions) . |
| Content/sports | NBA/WNBA 11-year rights starting Oct 2025; record streaming events (Paris Olympics; exclusive NFL Wild Card on Peacock) . |
Board Governance
- Role/independence: Roberts is the Board’s only non-independent director; he holds combined CEO/Chairman roles; Board is 90% independent with a defined Lead Independent Director model (Edward D. Breen) .
- Committees: All committees (Audit; Compensation & Human Capital; Governance & Corporate Responsibility) are fully independent; Roberts serves on none .
- Lead Independent Director authority: Sets agendas with Chair, leads executive sessions, oversees CEO evaluation and succession, and engages with shareholders .
- Board activity: 6 Board meetings and 19 committee meetings in 2024; all directors attended >75% of meetings .
Director Service, Committees, and Dual-Role Implications
- Service history: Director since March 1988; CEO since 2002; Chairman since 2004 .
- Committees: None; all Board committees are independent .
- Dual-role implications: Board affirms combined CEO/Chair benefits outweighed by strong Lead Independent Director, independent committees, frequent executive sessions, and robust governance practices; no single director can override votes; emphasis on consensus-based decisions .
SAY-ON-PAY & SHAREHOLDER FEEDBACK
- 2024 say-on-pay outcome (for 2023 NEO comp): 89% approval; program changes since 2021 reflected investor feedback; Compensation Committee uses Korn Ferry as independent consultant .
Compensation Peer Group (for CEO benchmarking and design context)
- 2024 core peer group: Alphabet, AT&T, Charter, Fox, Meta, Netflix, Paramount, T-Mobile, Disney, Verizon, Warner Bros. Discovery; comparisons for Roberts made to peer CEOs .
Multi-Year CEO Compensation Summary
| Year | Salary ($) | Stock Awards ($) | Option Awards ($) | Annual Bonus ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2022 | 2,500,000 | 13,383,702 | 8,480,021 | 7,500,000 | 206,127 | 32,069,850 |
| 2023 | 2,500,000 | 15,024,591 | 9,200,027 | 8,550,000 | 199,049 | 35,473,666 |
| 2024 | 2,500,001 | 17,911,098 | 5,750,038 | 7,500,002 | 200,483 | 33,861,622 |
Vesting Schedules and Near-Term Supply
- PSUs (2024 grants): single cliff vest at 3-year mark (March 2027), subject to ROIC and relative Adjusted EPS tests and TSR modifier; a large 2024 PSU cohort could add supply at vest .
- Options: recent options vest 20% annually over 5 years from grant; older grants have legacy schedules (e.g., 40/20/20/20 or multi-tranche schedules); Roberts exercised 965,000 options in 2024, evidencing periodic supply from long-dated grants .
- Retirement-eligibility provisions allow continued vesting post-retirement under specified age/service combinations, supporting retention but also creating predictable future release schedules .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited for executives and directors (mitigates misalignment risk) .
- Change-in-control: No single-trigger acceleration; Roberts has double-trigger protection only (balanced with shareholder interests) .
- Clawback: Policy in place per SEC/Nasdaq (recoupment on restatement) .
- Tax gross-ups: None for executives (shareholder friendly) .
- Perquisites: Personal aircraft use monitored and disclosed; 2024 total disallowed tax deduction $5.9M for NEO personal use; Roberts’ incremental cost $190,483 .
- Say-on-pay: 89% approval indicates broad support for program design .
- TSR signal: 2022–2024 relative TSR at 19th percentile depressed PSU payouts (modifier -25%), highlighting market-relative challenges despite internal financial performance .
Equity Ownership & Beneficial Holders (context)
| Class | Beneficial owner | Amount | % of class / voting power |
|---|---|---|---|
| Class A | Vanguard | 378,000,220 | 9.4% of A shares |
| Class A | BlackRock | 298,215,422 | 7.4% of A shares |
| Class B | Brian L. Roberts | 9,444,375 | 100% of B; 33 1/3% combined voting power |
Investment Implications
- Alignment and control: Roberts’ 33 1/3% combined voting power via Class B stock and strict hedging/pledging prohibitions align long-term stewardship with shareholder outcomes, while robust ownership guidelines (10x salary) further cement alignment .
- Incentive structure: The shift to 100% PSUs in 2025 and rigorous annual metrics (Revenue, Adjusted EBITDA, FCF) tie compensation to cash generation and capital efficiency, but TSR underperformance can and did reduce payouts via the modifier, tempering windfalls when market returns lag .
- Overhang/vesting supply: Significant unearned PSUs ($103.6M at 12/31/24) and a large 2024 PSU grant vesting in 2027 may add share supply at vest, partially offset by net-settled options and ongoing buybacks (shares outstanding down 5% in 2024) .
- Downside protection risk: No single-trigger change-in-control acceleration, no excise tax gross-ups, and an enforceable clawback reduce governance risk; perquisites are transparent but not immaterial (aircraft) .
- Governance check on dual roles: A strong Lead Independent Director, independent committees, frequent executive sessions, and annual CEO evaluations mitigate combined CEO/Chair risks and are relevant to investors monitoring oversight quality .