Jeffrey A. Honickman
COMCASTAbout Jeffrey A. Honickman
Independent director since December 2005 (age 68); Chair of the Audit Committee and member of the Governance & Corporate Responsibility Committee. He is CEO of Pepsi-Cola & National Brand Beverages, Ltd. and has a master’s degree in finance and a bachelor’s degree in accounting, bringing deep consumer products and financial expertise; the Board has determined he is independent and qualifies as an Audit Committee financial expert. Attendance met Comcast’s threshold; each director attended more than 75% of Board and committee meetings in 2024, and directors participated in the annual meeting (except one newly appointed director with a prior commitment).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pepsi-Cola & National Brand Beverages, Ltd. | Chief Executive Officer | 1990 – Present | Financial management, budgeting, capital allocation; consumer marketing and enterprise risk management experience |
| Antonio Origlio Inc. (Origlio Beverages) | Vice President & Secretary | 1987 – Present | Beverage distribution; brand strategy; consumer behavior insights |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| American Beverage Association | Board of Directors | Industry association | Governance and sector expertise |
| Barnes Foundation | Board of Trustees | Non-profit | Cultural institution stewardship |
| Sidney Kimmel Cancer Center, Jefferson Health | President’s Advisory Council | Academic/health | Advisory input to healthcare leadership |
Board Governance
| Committee | Role | 2024 Meetings | Key Responsibilities |
|---|---|---|---|
| Audit Committee | Chair | 8 | Oversees financial reporting integrity, internal controls, independent auditor; financial risk, cybersecurity, business continuity; ERM process oversight; Audit Committee report affirms financial literacy and “financial expert” status for Honickman |
| Governance & Corporate Responsibility Committee | Member | 5 | Corporate governance; compliance and ethics; legal/regulatory risks including privacy, AI and data governance; harassment/discrimination; E&S oversight; political/lobbying activities |
| Board Attendance | Director | 6 Board meetings | Each director attended >75% of aggregate Board/committee meetings; executive sessions held at each regularly scheduled Board meeting |
- Independence: The Board determined all nonemployee directors are independent under Comcast guidelines and Nasdaq rules; ordinary-course transactions with entities linked to directors were below 1% of recipient revenues (well below the 5% Nasdaq threshold).
- Audit Committee financial expertise: Honickman qualifies as an audit committee financial expert.
- Executive sessions: Independent directors meet in executive session after most meetings; led by the Lead Independent Director at Board level and by committee chairs at committee level.
- Tenure context: Independent director average tenure is 9.4 years; Honickman’s tenure since 2005 provides deep institutional knowledge alongside recent Board refreshment.
Fixed Compensation (Nonemployee Director)
| Component | 2024 Amount |
|---|---|
| Annual retainer (cash) | $120,000 |
| Committee chair fee (Audit) | $40,000 |
| Committee member fee (Governance) | $15,000 |
| Fees earned or paid in cash (total) | $175,000 |
| Annual stock grant (FMV; fully vested) | $225,010 |
| Other compensation (courtesy services, guest travel) | $13,211 |
| Total 2024 director compensation | $413,221 |
- Program features: Annual retainer $120,000 plus $225,000 FMV annual stock grant; committee chair $40,000, member $15,000; stock grant fully vested at grant but directors may elect to defer; courtesy services provided.
Performance Compensation
- Comcast does not use performance-based incentives for nonemployee directors; the annual stock grant is fully vested upon grant and may be deferred at the director’s election.
- Director ownership policy requires 5x annual cash retainer; all nonemployee directors met the requirement in 2024.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in Comcast’s proxy biography |
| Potential interlocks | Board assessed ordinary-course dealings with entities where directors are executives; amounts were <1% of recipient revenues and below Nasdaq thresholds used in independence determinations |
Expertise & Qualifications
- Executive leadership in consumer products and distribution; financial/accounting proficiency; capital allocation; risk management; brand strategy and consumer behavior insights.
- Audit Committee financial expert qualification supports rigorous oversight of financial reporting and controls.
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership – Class A shares | 415,082 (includes trusts and deferred shares) |
| Shares held via trusts (included above) | 20,150 |
| Deferred shares to be paid in stock (included above) | 293,649 |
| Percent of Class A | <1% (asterisk denotes less than 1%) |
| Hedging/pledging status | No hedging or pledging; none held in margin accounts (directors and executive officers) |
| Ownership guideline | Nonemployee directors required to hold 5x cash retainer; all met in 2024 |
Governance Assessment
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Strengths:
- Audit Committee Chair with financial expert designation; eight meetings in 2024 reflect active oversight of financial reporting, internal controls, ERM, and cybersecurity. This supports investor confidence in disclosure quality and risk oversight.
- Independence affirmed under Nasdaq and company standards; transactions with director-linked entities were immaterial (<1% recipient revenues) and far below Nasdaq’s 5% threshold.
- Ownership alignment: substantial beneficial and deferred shareholdings; compliance with 5x retainer ownership policy; prohibitions on hedging/pledging enhance alignment.
- Attendance and engagement: >75% meeting attendance; executive sessions after regularly scheduled meetings bolster independent oversight.
-
Potential watch items:
- Long tenure (since 2005) can raise independence optics for some investors; Comcast explicitly considers tenure in independence determinations and maintains Board refreshment (average independent tenure 9.4 years).
- External executive role (CEO of a major beverage bottler) implies potential ordinary-course business interactions (e.g., advertising); Board’s independence review found such dealings immaterial (<1% of recipient revenues).
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RED FLAGS: None disclosed specific to Honickman—no related-party transactions, no hedging/pledging, timely Section 16 filings reported for 2024.