Michael J. Cavanagh
COMCASTAbout Michael J. Cavanagh
President of Comcast Corporation (NEO), with employment secured through December 31, 2027 under his current agreement. In 2024 he co-led execution of strategic initiatives including the planned spin-off of a portfolio of cable networks and digital assets and drove NBCUniversal results (Peacock revenue growth with nearly $1B improvement in Adjusted EBITDA losses; Universal studios #2 at worldwide box office) . Comcast’s 2024 performance context: Revenue grew 1.8% to $123.7B, Adjusted EBITDA was $38.1B, Free Cash Flow was $12.5B, and $13.5B was returned to shareholders; the dividend was raised to $1.32 annualized in Jan-2025 (17th consecutive increase) . Advisory “say-on-pay” support for 2023 NEO compensation was 89% at the 2024 meeting, signaling strong shareholder alignment .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Comcast Corporation | President | 2023–Present | Co-led spin-off strategy; provided leadership across NBCUniversal; grew Peacock revenue and mitigated losses by ~$1B; studios ranked #2 worldwide box office |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of salary) | Actual Cash Bonus ($) | All Other Comp ($) | Total Comp ($) |
|---|---|---|---|---|---|
| 2024 | 2,500,001 | 300% | 7,500,003 (paid at 100% of target at his request; plan achievement 109%) | 255,162 (incl. $10,000 401k; $245,162 aircraft) | 28,258,168 |
| 2023 | 2,463,846 | 300% | 8,426,353 | 258,030 | 29,580,063 |
| 2022 | 2,300,000 | 300% | 6,900,000 | 187,124 | 40,481,722 |
Notes:
- Perquisites: executives must reimburse for most perqs; personal aircraft use reported above; no tax gross-ups; any disallowed tax deduction from aircraft is borne by the company (no executive gross-up) .
- Stock ownership policy: President must hold stock equal to 5x salary; Cavanagh is in compliance .
Performance Compensation
Annual cash bonus design and 2024 outcome
| Component | Weight | 2024 performance target range | 2024 achievement (weighted) |
|---|---|---|---|
| Adjusted EBITDA | 35% | $36.598–$42.378B (constant currency) | 33% |
| Free Cash Flow | 25% | $11.585–$17.719B (constant currency) | 37% |
| Revenue | 10% | $119.212–$138.036B (constant currency) | 9% |
| Operating performance goals | 15% | Committee-set operating goals | 15% (earned) |
| Stakeholder & sustainability goals | 15% | Committee-set stakeholder goals | 15% (earned) |
| Total | 100% | — | 109% plan achievement; Cavanagh requested payout capped at 100% |
Target bonus opportunities in 2024: CEO 300%, President 300% (Cavanagh), CLO 250%, CFO 200%, CCO 150% .
PSUs (performance stock units)
Program design (2024 grant):
- 3-year cumulative period; cliff vest at 3 years
- Primary metrics (50%/50%): Average ROIC (absolute) and Relative Adjusted EPS growth vs S&P 100; a Relative TSR modifier (+/−25%) applies with no positive modifier if absolute TSR is negative; max payout 250% .
2024 PSU grant to Cavanagh:
- Target grant-date value: $13,125,000
- Target units: 306,660; threshold 57,498; max 766,650
- Vesting: cliff after 3 years (early 2027 certification)
Prior PSU cycle (granted 2022; performance period 2022–2024):
- ROIC achieved: 11% → 200% payout; Relative Adjusted EPS rank: 70th percentile → 180%; combined 190%; TSR modifier −25% (19th percentile), net payout 143%
Stock options
| Grant | Shares | Exercise price | Vesting | Expiration | Notes |
|---|---|---|---|---|---|
| 3/1/2024 annual options | 461,015 | $42.80 | 20% per year, years 1–5 | 2/28/2034 | Net-settled options |
| 12/29/2022 Performance Option | 4,000,000 | $34.97 | Vests in full 2/1/2028 | 12/29/2032 | Performance-based vesting timing |
Equity mix: In 2024, long-term equity was ~75% PSUs / 25% options; beginning with 2025, annual equity for NEOs will be 100% PSUs .
Equity Ownership & Alignment
Policies and alignment:
- Stock ownership requirement: 5× salary for President; Cavanagh is in compliance .
- Prohibitions: hedging and pledging of Comcast stock prohibited; executives cannot hold stock in margin accounts .
- No single-trigger CIC vesting in plans; Cavanagh’s agreement has no CIC acceleration (Roberts only has double-trigger) .
Beneficial ownership and outstanding awards (as of 12/31/2024 unless noted):
| Item | Amount | Notes |
|---|---|---|
| Beneficially owned Class A shares | 5,111,057 | Includes 60-day exercisable options and near-term vesting units; <1% of Class A |
| Options exercisable within 60 days (2/28/2025) | 4,330,231 | Exercise schedules per option table |
| Stock units vesting within 60 days (2/28/2025) | 375,128 | — |
| Unvested PSU/RSU (number; market value at $37.53) | 2,077,074; $77,952,587 | Equity incentive plan awards, not yet vested |
| Unvested RSUs (number; market value) | Not separately itemized | NEO table aggregates PSUs/RSUs |
| Options outstanding (various strikes/expirations) | See option schedule | Includes 461,015 (2024), 4,000,000 (performance option 2022) among others |
| Pledging/margins | None | Company states no director/EO shares are hedged or pledged; prohibited by policy |
Note: Portions of several vested option grants were assigned to a family trust (not pledging). E.g., 419,520 (3/17/2026), 258,615 (3/16/2027), 167,910 (3/15/2028) .
Deferred compensation (alignment/deferral behavior):
- Aggregate balance at 12/31/2024: $41,023,834; 2024 withdrawals $(7,563,644); 2024 earnings $(1,288,390) .
Employment Terms
| Term | Key provisions |
|---|---|
| Agreement term | Entered Jan 1, 2023; employment secured through Dec 31, 2027 |
| Non-compete | 1 year post-termination (except company without cause/exec good reason) |
| Non-solicit & confidentiality | Non-solicit of employees/customers for 1 year; confidentiality during and after employment |
| Clawback | Executive incentive compensation recoupment policy compliant with SEC/Nasdaq |
| Ownership guideline | 5× salary for President; in compliance |
| Hedging/pledging | Prohibited |
| Change-in-control (CIC) | No automatic acceleration; no CIC triggers in Cavanagh’s agreement (Roberts only has double-trigger) |
| Severance (without cause/with good reason) | 24 months base salary; health benefits 18 months; current-year full bonus (based on actual Co. performance, 100% personal), next-year target bonus prorated; 12 months continued equity vesting; options exercisable ≤15 months; mitigation applies |
Potential payments (12/31/2024 illustrative):
| Scenario (12/31/2024) | Base salary cont. | Bonus continuation | Accrued bonus | Option accel./continued ($) | Stock unit accel. ($) | Health cont. | Total |
|---|---|---|---|---|---|---|---|
| Without cause / good reason | 5,000,000 | 7,500,000 | 7,500,003 | 735,735 | 10,780,680 | 23,335 | 31,539,753 |
| Death/Disability | 625,000 | — | 7,500,003 | 6,456,265 | 33,047,792 | — | 47,629,060 |
| Change in control | — | — | — | — | — | — | — (no automatic CIC benefits) |
Compensation Structure Notes and Governance
- Mix and shifts: 2024 LTI was ~75% PSUs / 25% options; 2025 LTI moving to 100% PSUs, increasing performance linkage (ROIC, Relative EPS; TSR modifier) . No option repricing permitted .
- Pay practices: No defined benefit pension or SERP for NEOs; robust ownership rules; no dividends on unearned PSUs/RSUs/options; net-settled options to limit dilution .
- Peer benchmarking: Peer group includes Alphabet, AT&T, Charter, Disney, Meta, Netflix, Paramount, T-Mobile, Verizon, Fox, WBD; Lumen removed in 2024 review; pay-for-performance and risk balancing assessed with Korn Ferry as independent consultant .
Related Party Transactions
- Cavanagh’s daughter employed at Comcast; ~ $171,000 compensation in 2024; employee benefits on same basis as others .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; none of the directors/EOs have pledged or margined shares .
- Clawback policy adopted per SEC/Nasdaq .
- No single-trigger CIC vesting; Cavanagh has no CIC-triggered acceleration .
- Section 16(a) filings timely for 2024 (no delinquencies) .
- No option repricing .
- Say-on-pay support at 89% in 2024 indicates low compensation controversy risk .
Investment Implications
- Pay-for-performance alignment is strong: annual bonus anchored to Adjusted EBITDA, FCF, and Revenue; PSU metrics tied to ROIC and Relative EPS vs S&P 100 with a TSR governor; 2025 shift to 100% PSUs further tightens linkage to multi-year value creation .
- Retention risk looks contained near term: employment secured through 2027, significant unvested equity (2.08M PSUs/RSUs, $78.0M at 12/31/24), and a 4.0M performance option vesting in 2028 create substantial “stay-put” incentives .
- Insider selling pressure: upcoming vesting cliffs (2024 PSUs in 2027; options vesting annually) could create periodic liquidity, but ownership requirements, hedging/pledging prohibitions, and ongoing award cadence temper forced-selling dynamics .
- Governance quality: no CIC accelerators, robust clawback and ownership rules, and strong say-on-pay support (89%) reduce governance and compensation headline risk .