David C. Novak
COMCASTAbout David C. Novak
David C. Novak (age 72) is an independent director of Comcast Corporation, serving since December 2016 and sitting on the Compensation and Human Capital Committee; he is the founder of David Novak Leadership, Inc. and previously served as Chairman and CEO of YUM! Brands, Inc. . In connection with Comcast’s planned spin-off of cable networks and digital assets by year-end 2025, Novak will become Chairman of the spun-off company (“SpinCo”) and will vacate his Comcast Board seat at completion, which mitigates potential interlock/conflict concerns during transition . The Board has affirmatively determined he is independent under Nasdaq and Comcast guidelines, and directors regularly meet in executive session; in 2024 there were six Board meetings and 19 committee meetings, and each director attended more than 75% of aggregate Board/committee meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| YUM! Brands, Inc. | Chief Executive Officer | 2000–2014 | Led global growth and marketing; talent development emphasis |
| YUM! Brands, Inc. | Chairman of the Board | 2001–2014 | Oversight of strategy and governance |
| YUM! Brands, Inc. | Executive Chairman | 2015–2016 | Transition leadership |
| David Novak Leadership, Inc. | Founder | 2020–Present | Provides online leadership training; mission-driven development for managers |
| Lift-a-Life Novak Family Foundation | Board Member | Not disclosed | Philanthropy and community impact |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| SpinCo (Comcast planned spin-off) | Chairman of the Board | Expected 2025 | Will vacate Comcast Board upon completion |
| Other current public company boards | — | None disclosed | No other public boards listed in Comcast proxy biography |
| Prior public company board | YUM! Brands, Inc. | Past | Chairman/CEO, Executive Chairman |
Board Governance
- Committee membership: Novak is a member of the Compensation and Human Capital Committee (CHC), which oversees executive pay, succession planning, human capital, and non-employee director compensation; CHC held 6 meetings in 2024 (7 in 2023) .
- Independence and tenure: Independent director; director since December 2016; retirement age policy is 75 .
- Attendance and engagement: In 2024, the Board met 6 times and committees met 19 times; each director attended >75% of aggregate meetings; executive sessions were held at each regularly scheduled Board meeting and most committee meetings .
- Lead Independent Director structure: Edward D. Breen serves as Lead Independent Director with defined authorities, including agenda input, executive session leadership, CEO evaluation coordination, and shareholder communications .
- Governance practices: Prohibitions on hedging/pledging company stock apply to directors; robust stock ownership guidelines (5x annual cash retainer) for nonemployee directors; all nonemployee directors satisfied the ownership policy in 2024 .
- Related-party scrutiny: Comcast discloses and reviews related party transactions; 2024 disclosures involved family members of the CEO and President, with no mention of Novak .
Fixed Compensation
| Component | 2024 Program Terms | Source |
|---|---|---|
| Annual cash retainer | $120,000 | |
| Committee chair fee | $40,000 per committee | |
| Committee member fee | $15,000 per committee | |
| Annual stock grant (FMV) | $225,000 (fully vested upon grant) | |
| Courtesy services | Comcast services at two residences; guest travel incremental cost reported |
| David C. Novak – 2024 Director Compensation | Amount (USD) | Source |
|---|---|---|
| Fees earned or paid in cash | $135,000 | |
| Stock awards (grant date fair value) | $225,010 | |
| All other compensation | $1,536 | |
| Total | $361,546 |
Performance Compensation
| Element | Structure | Performance Metrics | Source |
|---|---|---|---|
| Annual stock grant | Fully vested upon grant; deferrable | None for directors (no performance-conditioned awards) |
Comcast’s performance metrics (Revenue, Adjusted EBITDA, Free Cash Flow, ROIC, Relative Adjusted EPS Growth, TSR) apply to executive PSU/bonus programs, not to nonemployee director compensation .
Other Directorships & Interlocks
| Relationship | Detail | Risk/Conflict Consideration | Source |
|---|---|---|---|
| SpinCo Chairman (post-spin) | Will chair newly spun cable/digital assets company | Potential interlock during transition, mitigated by vacating Comcast Board upon completion | |
| Other current public boards | None disclosed | None | |
| Prior public board | YUM! Brands | Historical executive leadership |
Expertise & Qualifications
- Executive leadership and international business from Chairman/CEO tenure at YUM! Brands .
- Consumer marketing, customer-oriented strategy, and human capital management emphasis; author of leadership books .
- Non-profit/philanthropic engagement via Lift-a-Life Novak Family Foundation .
Equity Ownership
| Item | Detail | Source |
|---|---|---|
| Beneficial ownership (Class A) | 398,430 shares (includes 500 shares held by family trusts; includes deferred shares counted per policy) | |
| Percent of Class A | <1% (asterisk indicates less than 1%) | |
| Hedging/Pledging | Prohibited by policy; table indicates no hedging/pledging by directors | |
| Ownership guideline | 5x annual cash retainer; compliance satisfied by all nonemployee directors in 2024 | |
| Deferred shares counting rule | 60% of deferred shares count toward guideline |
Governance Assessment
-
Strengths:
- Independent director with deep consumer and leadership development expertise; member of CHC overseeing executive pay, succession, and human capital .
- Strong engagement and attendance (>75% of aggregate meetings); frequent executive sessions bolster independent oversight .
- Robust ownership alignment (5x retainer policy; compliance in 2024) and prohibitions on hedging/pledging; no related-party issues disclosed for Novak .
- Transition plan for SpinCo explicitly includes Novak vacating Comcast Board, reducing interlock risk post-spin .
-
Watch items / potential RED FLAGS:
- SpinCo chairmanship introduces transitional interlock considerations until the spin-off closes; however, planned Board vacancy at completion is a mitigating step .
- Shareholder governance sentiment includes proposals to incorporate CEO pay ratio into compensation and to mandate an independent Chair (Board recommends against both); investors may scrutinize CHC’s responsiveness and board leadership structure, though 2024 say-on-pay support was 89% .
Overall, Novak’s CHC role, independence, attendance, and ownership alignment support Board effectiveness; the spin transition should be monitored to ensure clean separation and avoid perceived conflicts .