Kenneth J. Bacon
COMCASTAbout Kenneth J. Bacon
Kenneth J. Bacon, age 70, is an Independent Director of Comcast Corporation and has served on the Board since November 2002. He is a partner at RailField Partners and brings senior leadership experience from Fannie Mae’s multifamily and community development businesses; he currently chairs Comcast’s Governance and Corporate Responsibility Committee and is nominated for re‑election at the 2025 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fannie Mae | Executive Vice President, Multifamily Mortgage Business | 2005–2012 | Oversaw nearly $200B in assets; led multifamily division, affordable lending, and community development initiatives |
| Fannie Mae | Interim EVP, Housing & Community Development | Jan 2005–Jul 2005 | Regulatory and government affairs leadership across federal, state, and municipal levels |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RailField Partners | Partner | 2012–Present | Financial advisory and asset management; finance and risk oversight expertise |
| Ally Financial Inc. | Director (public company) | Current | Other current public company directorship |
| Arbor Realty Trust, Inc. | Director (public company) | Current | Other current public company directorship |
| Welltower Inc. | Director (public company) | Current | Other current public company directorship |
| National Multifamily Housing Council | Member | Current | Industry involvement and policy exposure |
Board Governance
- Committee assignments: Chair, Governance and Corporate Responsibility Committee; Members: Madeline S. Bell and Jeffrey A. Honickman; 5 meetings in 2024. Scope includes oversight of corporate governance, compliance and ethical conduct, privacy/AI/data governance, harassment and discrimination, CSR/ESG, and political/lobbying activities, with reporting to the full Board .
- Independence: The Board determined all nonemployee directors (including Mr. Bacon) are independent under Comcast’s guidelines and Nasdaq rules; ordinary‑course transactions with entities connected to directors were <1% of the recipient’s revenues and did not impair independence .
- Attendance and engagement: In 2024 there were 6 Board meetings and 19 committee meetings; each director attended >75% of the total of Board and relevant committee meetings, and all directors then in office attended the 2024 annual meeting (except one director who had a pre‑existing commitment) .
- Executive sessions: Independent directors met in executive session at each regularly scheduled Board meeting and most committee meetings in 2024 .
- Board leadership and limits: Lead Independent Director is Edward D. Breen; the Governance Committee evaluates director time commitments, and guidelines limit non‑CEO independent directors to serving on up to four public company boards in total—current nominees are in compliance .
Fixed Compensation
- Program (2024): Annual retainer $120,000; annual equity grant FMV $225,000; committee fees per committee: Chair $40,000; Member $15,000. Directors may elect to receive the cash retainer in stock and may defer fees/equity; courtesy services are provided at two residences while serving and for five years thereafter .
| 2024 Nonemployee Director Compensation (USD) | Amount |
|---|---|
| Fees earned/paid in cash | $160,000 |
| Stock awards (grant date fair value) | $225,010 |
| All other compensation (courtesy services/guest travel) | $13,338 |
| Total | $398,348 |
Notes: Cash reflects retainers/committee fees; equity fair value calculated under ASC 718; courtesy services/travel reflect incremental company cost .
Performance Compensation
| Element | Terms | 2024 Detail |
|---|---|---|
| Annual stock grant | Fully vested upon grant; receipt may be deferred in whole or part | $225,010 grant date fair value; no performance metrics disclosed for director equity |
No performance‑conditioned PSUs or options are disclosed for directors; standard annual grant is time‑vested and fully vested at grant .
Other Directorships & Interlocks
| Company | Role | Potential Interlocks/Notes |
|---|---|---|
| Ally Financial Inc. | Director | Board independence review considered ordinary‑course transactions; all below 1% of recipient revenues; independence maintained |
| Arbor Realty Trust, Inc. | Director | Same independence determination framework and outcome |
| Welltower Inc. | Director | Same independence determination framework and outcome |
Expertise & Qualifications
- Executive leadership; financial/accounting; risk management oversight; government affairs; non‑profit/educational/philanthropic experience .
- Deep regulatory familiarity and finance/risk oversight from Fannie Mae and RailField Partners, supporting governance oversight of compliance, privacy, AI, and data governance .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (Comcast Class A) | 32,735 shares as of Feb 28, 2025 |
| Percent of Class A outstanding | <1% |
| Hedging/pledging | Prohibited for directors; none of directors’/officers’ shares are held in margin accounts or hedged/pledged |
| Ownership guideline | 5x annual cash retainer; 5 years to comply; all nonemployee directors satisfied the requirement in 2024 |
| Deferral | Directors may defer cash/equity; deferred fees invested notionally in third‑party funds or Comcast Class A stock fund (dividends reinvested) |
Insider Trades & Section 16 Compliance
| Item | 2024 Status |
|---|---|
| Section 16(a) filings | All required insider filings were timely for 2024, per company review and written representations |
| Notable Form 4 activity | Not disclosed in the proxy; no pledging/hedging permitted |
Governance Assessment
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Positives for investor confidence:
- Long‑tenured independent director with deep finance/regulatory expertise; currently chairs the Governance and Corporate Responsibility Committee, which oversees compliance, privacy/AI/data governance, and political/lobbying activity—high‑relevance risk domains for Comcast .
- Strong engagement: >75% attendance threshold met; independent director executive sessions held regularly, supporting independent oversight .
- Alignment: 5x retainer stock ownership guideline met by all nonemployee directors in 2024; hedging/pledging prohibited—reduces misalignment and risk .
- Compensation structure: Balanced cash (retainer/committee fees) and equity; use of independent consultant (Korn Ferry, 2023) for director pay benchmarking .
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Watch items (not necessarily negative):
- Tenure since 2002 is lengthy; Board expressly considers tenure in independence determinations and found all nonemployee directors independent, with ordinary‑course relationships below 1% thresholds .
- Multiple outside public boards (Ally, Arbor Realty Trust, Welltower) elevate time‑commitment considerations; company guidelines cap non‑CEO independent directors at four public boards total, and nominees are in compliance; Governance Committee evaluates time availability annually .
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Conflicts and related‑party exposure:
- No Bacon‑related transactions disclosed; related‑party section highlights items for other executives/family members and outlines robust approval thresholds and review criteria .
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RED FLAGS: None disclosed specific to Mr. Bacon (no attendance shortfalls, no related‑party transactions, no pledging/hedging, and ownership guideline met) .