Jason S. Armstrong
COMCASTAbout Jason S. Armstrong
Jason S. Armstrong has served as Comcast’s Chief Financial Officer since January 6, 2023; he previously was Deputy CFO (2022) and Treasurer (2020), and earlier CFO of Sky Limited and SVP/Head of Investor Relations and Finance at Comcast. Prior to joining Comcast in 2014, he spent 13 years at Goldman Sachs as Managing Director leading the Cable & Telecommunications Research Group; he holds a B.S. in Economics from Duke University and was age 46 at appointment . During 2024, the company grew revenue 1.8% to $123.7B, increased Adjusted EBITDA to $38.1B, and generated $12.5B of free cash flow; cumulative TSR measured from 2019 year-end stood at 94.53, metrics that inform CFO incentive design and evaluation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Comcast Corporation | Chief Financial Officer | 2023–present | Led finance, planning, capital allocation, investor relations and treasury; supported broadband network upgrades, footprint expansion, Epic Universe construction; returned $13.5B capital to shareholders . |
| Comcast Corporation | Deputy Chief Financial Officer | 2022–2023 | Oversaw treasury and enterprise finance, capital formation and allocation across Cable, NBCU, Sky . |
| Comcast Corporation | Treasurer | 2020–2023 | Managed liquidity, capital markets and credit-related matters . |
| Sky Limited (Comcast) | Chief Financial Officer | Not disclosed | CFO responsibilities at Sky (Comcast subsidiary), enhancing segment financial management . |
| Comcast Corporation | SVP/Head of Investor Relations and Finance | Not disclosed | Led IR and finance, strengthening market communication and financial discipline . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Goldman Sachs | Managing Director; Leader, Cable & Telecommunications Research Group | 13 years (ended 2014) | Deep sector expertise; capital markets and analytical rigor brought to Comcast finance leadership . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 1,789,615 | 1,996,154 (increased to $2.0M effective Jan 2024) |
| Stock Awards – PSUs Grant-Date Fair Value ($) | 3,266,371 | 6,619,338 |
| Option Awards – Grant-Date Fair Value ($) | 2,000,033 | 2,125,001 |
| Annual Cash Bonus Paid ($) | 4,528,767 | 4,351,616 |
| All Other Compensation ($) | 10,000 | 10,000 |
| Total ($) | 11,594,786 | 15,102,108 |
Performance Compensation
| Element | Metric | Weighting | Target | Actual 2024 | Payout/Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus | Adjusted EBITDA | 35% | Not disclosed | 33% weighted achievement contribution; metric range $36.598–$42.378B | Contributed to total bonus payout; 2024 bonus paid $4,351,616 (109% of target) |
| Annual Cash Bonus | Free Cash Flow | 25% | Not disclosed | 37% weighted achievement contribution; metric range $11.585–$17.719B | As above; total payout 109% |
| Annual Cash Bonus | Revenue | 10% | Not disclosed | 9% weighted achievement contribution; metric range $119.212–$138.036B | As above; total payout 109% |
| Annual Cash Bonus | Operating Performance Goals | 15% | Holistic | 15% determined by committee (goals include alignment with long-range plans, collaboration, agility) | Included in 109% payout |
| Annual Cash Bonus | Stakeholder & Sustainability Initiatives | 15% | Holistic | 15% determined by committee (digital opportunity, sustainability, culture) | Included in 109% payout |
| PSUs (3-year) | ROIC (absolute, averaged) | 50% | Target set by committee (undisclosed) | Measured over 2024–2026; prior 2022–2024 PSU ROIC achieved 11% (payout 200%) | Cliff vests at 3 years; payout 50–200% per metric; overall PSU payout subject to TSR modifier ±25%, capped if absolute TSR negative |
| PSUs (3-year) | Relative Adjusted EPS Growth vs S&P 100 | 50% | Median = 100% payout | Measured over 2024–2026; prior 2022–2024 achieved 70th percentile (payout 180%) | As above; TSR modifier applied; max total PSU payout 250% |
| Options (5-year ratable) | Stock Price Appreciation | 100% performance-based (price dependency) | N/A | N/A | 20% vesting each year years 1–5; net-settled |
Grant specifics (2024 awards):
- PSUs granted 3/1/2024: threshold 27,928; target 148,950; max 372,375; grant-date fair value $6,619,338 .
- Options granted 3/1/2024: 223,920 at $42.80 exercise price; grant-date fair value $2,125,001; vest 20% annually over 5 years .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Feb 28, 2025) | 596,756 Class A shares; less than 1% of class |
| Options exercisable on/within 60 days (Feb 28, 2025) | 560,890 |
| Stock units vesting on/within 60 days (Feb 28, 2025) | 6,382 |
| Unvested RSUs (Dec 31, 2024) | 53,250; market value $1,998,473 at $37.53/share |
| Unearned PSUs (Dec 31, 2024) | 577,137; payout value $21,659,952 at $37.53/share |
| 2024 Options outstanding (grant) | 223,920 at $42.80; unexercisable until scheduled vest |
| Stock Ownership Guideline | 3x base salary; in compliance (6-year phase-in policy applies for new/higher thresholds) |
| Hedging/Pledging | Prohibited for executive officers and directors; no shares hedged or pledged |
Employment Terms
- Agreement term: Secures employment through December 31, 2027 (entered into January 6, 2023 upon CFO appointment); initial salary $1.8M and target bonus 200% of salary; severance aligned to executive policy . In 2024, base salary increased to $2.0M; target bonus remains 200% of salary .
- Non-compete and non-solicit: 1 year post-termination (other than company without cause or executive with good reason), plus confidentiality covenants .
- Severance (as of Dec 31, 2024): If terminated without cause/with good reason, 24 months base salary ($3.6M), 24 months bonus ($3.6M), current-year accrued bonus ($3,992,308), continued vesting for 12 months (unvested options $43,218; stock units $886,684), and health benefits continuation ($23,335) .
- Change-in-control: No automatic single-trigger acceleration; Armstrong has no double-trigger equity acceleration in his agreement; committee retains discretion on acceleration .
- Clawback: Incentive compensation recoupment policy compliant with SEC/Nasdaq rules .
- Award timing: Annual equity grants on first business day in March; blackout practices observed around material filings .
- Pension/SERP: None provided to NEOs .
- Deferred compensation: Aggregate balance $12,679,715; 2024 aggregate earnings $1,128,394; no executive contributions in 2024 .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: 89% of votes cast approved compensation program (reflecting design changes implemented in 2021) .
- 2025 annual meeting outcomes: Say-on-pay approved (For 332,155,225; Against 37,280,056; Abstain 1,173,730; broker non-votes 22,704,817) .
- Compensation Committee uses Korn Ferry as independent consultant; reviewed peer groups, competitiveness, incentive design, dilution; no conflicts identified .
Compensation Peer Group
- Core 2024 peer group: Alphabet, AT&T, Charter Communications, Fox, Meta Platforms, Netflix, Paramount Global, T-Mobile US, The Walt Disney Company, Verizon, Warner Bros. Discovery .
Performance & Track Record
- 2024 NEO performance assessment for Armstrong: Led finance, planning and capital strategies; supported investments in broadband upgrades and Epic Universe; maintained balance sheet strength and liquidity; returned $13.5B through dividends and buybacks .
- Company performance context: Connectivity revenue consistent at $81.3B with Adjusted EBITDA +1.9% to $32.8B; Content & Experiences revenue +4.4% to $45.1B with flat Adjusted EBITDA; dividend increased to $1.32 per share annualized in January 2025 .
Performance Compensation Structure Analysis
- Mix shift: 2024 equity mix increased PSUs to ~75% and reduced options to ~25%; in 2025, annual equity program will consist entirely of PSUs, increasing pay-for-performance linkage .
- Short-term bonus rigor: Quantitative financial metrics (Revenue, Adjusted EBITDA, Free Cash Flow) at 70% weight and qualitative operating and stakeholder goals at 30%; maximum payout capped at 192.5% .
- PSU metrics rigor: ROIC (absolute) and Relative Adjusted EPS (vs S&P 100), with TSR modifier ±25% and absolute TSR cap; max total payout 250% .
- Governance best practices: No option repricing; no excise/tax gross-ups; no single-trigger change-in-control vesting; robust ownership requirements; hedging/pledging prohibitions .
Equity Ownership & Insider Activity Signals
- 2024 option activity: Armstrong exercised 68,200 options (value realized $1,032,207) and had 35,014 stock awards vest (value realized $1,480,586), typical for scheduled vesting and liquidity management .
- Near-term potential supply: 6,382 stock units vest within 60 days of Feb 28, 2025; significant PSU tranche of 577,137 scheduled for 2027 subject to performance .
- Alignment: In-compliance with 3x salary ownership requirement; hedging/pledging prohibited; no shares of executives/directors hedged or pledged .
Employment Terms Table (Key Economics)
| Provision | Terms |
|---|---|
| Base Salary | $2.0M effective Jan 2024 (initial CFO agreement set at $1.8M) |
| Target Bonus | 200% of base salary |
| Severance (WC/WGR) | 24 months base + 24 months bonus + current-year accrued bonus; 12 months continued vesting (options/units); health continuation |
| Non-Compete/Non-Solicit | 1 year post-termination (except company without cause or executive with good reason) |
| Change-in-Control | No automatic acceleration; committee discretion; Armstrong has no CiC equity triggers |
| Clawback | SEC/Nasdaq-compliant recoupment policy |
Investment Implications
- Alignment appears strong: Higher PSU weighting (and 2025 all-PSU policy) with ROIC, relative EPS, and TSR modifier enhances pay-for-performance and long-term value creation linkage; ownership guidelines and hedging/pledging prohibitions reduce misalignment risk .
- Retention risk looks contained: Contract secured through 2027, meaningful unvested equity (PSUs/RSUs) and option schedules, plus severance protections suggest stable tenure; non-compete and non-solicit further mitigate transition risk .
- Selling pressure: 2024 option exercises and routine vesting are normal course; with guidelines compliance and prohibitions on pledging/hedging, systemic selling pressure risk is limited; watch PSU vest outcomes in 2027 for potential supply .
- Governance and shareholder support: Robust practices and strong say-on-pay approvals (89% in 2024; 2025 approved) support continuity of incentive structures; peer group methodology and consultant independence add credibility to compensation benchmarking .