Edward D. Breen
COMCASTAbout Edward D. Breen
Edward D. Breen, age 69, is Comcast’s Lead Independent Director and Chair of the Compensation and Human Capital Committee; he has served on the Board since February 2014. Breen is Executive Chairman (and former CEO) of DuPont de Nemours, with prior CEO roles at DowDuPont, E.I. du Pont de Nemours & Co., and Tyco; he previously served as a Comcast director from 2005–2011, giving him deep governance and operational experience relevant to connectivity, technology and consumer businesses .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DuPont de Nemours, Inc. | Executive Chairman; CEO (prior) | Executive Chairman since 2019; CEO 2020–2024 | Led strategic oversight; transformational leadership credentials |
| DowDuPont | CEO & Director | 2017–2019 | Oversaw merger integration and portfolio actions |
| E.I. du Pont de Nemours & Co. | Chairman & CEO | 2015–2017 | Corporate transformation, capital allocation |
| Tyco International Ltd. | CEO; Chairman (through 2016) | CEO 2002–2012; Chairman through 2016 | Turnaround and risk oversight |
| Motorola | President; leadership roles in Networks & Broadband | Prior to 2000 | Technology and equipment supplier sector expertise |
| General Instrument Corporation | Chairman, President & CEO | 1997–2000 | Broadband communications leadership |
| Comcast Corporation | Director | 2005–2011 | Prior Comcast board experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DuPont de Nemours, Inc. | Executive Chairman; Director | Current | Public company board service; strategic oversight |
| Corteva, Inc. | Former Director | Former | Agriculture/chemicals exposure |
| International Flavors & Fragrances, Inc. | Former Director | Former | Consumer/ingredients sector exposure |
| Grove City College | Chair, Board of Trustees | Current | Non-profit governance |
Board Governance
- Independence and leadership: Breen is the Lead Independent Director, presiding over executive sessions, setting agendas with the Chair, coordinating CEO evaluations with the Compensation Committee, overseeing the annual board self-assessment process, and representing independent directors in investor communications when appropriate . The Board has determined all nonemployee directors, including Breen, are independent under Nasdaq rules; ordinary-course transactions involving directors’ organizations were each <1% of the recipient’s revenues (well below Nasdaq’s 5% threshold) .
- Committee assignments: Chair, Compensation and Human Capital Committee (oversees executive pay, succession planning, human capital, and incentive risk assessments); members are all independent .
- Attendance and engagement: In 2024, the Board met six times; committees met 19 times. Each director attended ≥75% of Board and applicable committee meetings, and executive sessions were held at each regularly scheduled Board meeting and most committee meetings .
- Committee activity (quantitative):
- Compensation & Human Capital Committee meetings in 2024: 6
- Audit Committee meetings in 2024: 8 (for context)
- Governance & Corporate Responsibility Committee meetings in 2024: 5 (for context)
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $120,000 | Standard nonemployee director retainer |
| Committee Chair Fee | $40,000 | Compensation & Human Capital Committee chair |
| Fees Earned or Paid in Cash (Breen) | $160,000 | Sum of cash components |
| Other Compensation (Courtesy services/guest travel incremental cost) | $5,787 | Comcast courtesy services and guest travel cost |
| Total Cash + Other (Breen) | $165,787 | Fees plus other compensation |
| Equity Grant (FMV at grant) | $225,010 | Annual fully vested stock grant; directors may defer |
| Total 2024 Director Compensation (Breen) | $390,797 | Cash + equity + other |
Program features:
- Retainer may be taken in stock and deferred; annual stock grant is fully vested at grant; directors may defer fees and grants into Comcast stock fund or permitted investment funds .
- Nonemployee directors receive courtesy services (internet/video/voice/home security) at two residences during service and for five years thereafter; travel reimbursed .
Performance Compensation
| Equity Element | Performance Conditions | Vesting | Deferral |
|---|---|---|---|
| Annual Director Stock Grant | None (fully vested upon grant) | Fully vested upon grant | Grant/fees may be deferred into stock or funds; dividend reinvestment if deferred into stock fund |
Other Directorships & Interlocks
| Company | Relationship to Comcast | Potential Interlock/Transaction Exposure | Governance Treatment |
|---|---|---|---|
| DuPont de Nemours, Inc. (Breen Executive Chairman) | Unrelated business line (materials/chemicals) | Board considered ordinary-course transactions with directors’ organizations; each <1% of recipient revenues over past 3 fiscal years | Board affirmed independence under Nasdaq rules after reviewing such transactions |
| Prior boards (Corteva, IFF) | Unrelated to Comcast core businesses | Not specifically disclosed for transactions | Independence affirmed; ongoing monitoring via related-party policy |
Expertise & Qualifications
- Executive leadership and strategy; capital allocation; transformational change management (Tyco, DuPont/DowDuPont) .
- Technology and equipment supplier sector exposure; consumer products/customer-oriented expertise .
- Risk management oversight; international operating experience .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | Percent of Class | Deferred Shares (to be paid in stock) | Hedged/Pledged/Margin Status |
|---|---|---|---|---|
| Edward D. Breen | 26,417 | <1% | 576 | No shares hedged/pledged or held in margin accounts (policy prohibits; table confirms none) |
Director ownership policy:
- Nonemployee directors must hold shares equal to 5x the annual cash retainer; all nonemployee directors met the guideline in 2024 .
Insider filings and trades:
- Section 16(a) compliance: All required filings by directors and executives were timely for 2024 (no delinquent filings noted) .
Governance Assessment
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Strengths
- Robust independent oversight: Breen’s Lead Independent Director role formalizes agenda-setting, executive sessions, CEO evaluation coordination, and investor engagement, reinforcing checks and balances with a combined Chair/CEO structure .
- Compensation governance: As Compensation Committee Chair, Breen oversees executive pay program design (PSUs, options, bonus metrics), succession planning, human capital, and incentive risk; Korn Ferry engaged as independent consultant with no conflicts in 2024 .
- Attendance and engagement: Board and committees met regularly in 2024; each director attended ≥75% of meetings; executive sessions at every Board meeting and most committee meetings .
- Alignment safeguards: Director ownership policy (5x retainer) met; hedging/pledging prohibited; related-party transactions screened and below Nasdaq thresholds for independence .
- Shareholder support: 2024 say‑on‑pay (for 2023 NEO comp) approved by 89% of votes cast, indicating investor confidence in compensation oversight .
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Watch‑items / potential risks
- External executive role: Breen serves as Executive Chairman at DuPont; Comcast’s “overboarding” policy limits public company board seats and Governance Committee determined all nominees (including Breen) comply and have sufficient capacity; continued monitoring advisable .
- Combined Chair/CEO at Comcast: While a governance debate point, the Board underscores the Lead Independent Director’s robust responsibilities to mitigate concentration of authority; Breen’s role is central here .
- Related‑party transactions: Board reviews ordinary-course transactions tied to directors’ organizations; amounts were each <1% of recipients’ revenues, supporting independence, but ongoing visibility is prudent .
-
Committee effectiveness signals
- Compensation Committee met 6 times in 2024; oversees pay‑for‑performance (revenue, Adjusted EBITDA, FCF bonuses; PSU metrics of ROIC, relative EPS with TSR modifier), succession planning, and HCM; Breen signs the committee report included in proxy .
- Governance practices include executive session frequency, annual evaluations, stock ownership requirements, and clawback policy for executives; directors’ equity grants are fully vested and not performance‑conditioned, consistent with market norms .