Thomas J. Baltimore, Jr.
COMCASTAbout Thomas J. Baltimore, Jr.
Thomas J. Baltimore, Jr. (age 61) is an independent director of Comcast Corporation since March 2023 and serves on the Compensation and Human Capital Committee. He is Chairman, President and Chief Executive Officer of Park Hotels & Resorts, Inc.; his background includes senior leadership across hospitality and real estate and an accounting foundation from Price Waterhouse. Current public company directorships include American Express Company and Park Hotels & Resorts; prior boards include AutoNation, Inc. and Prudential Financial, Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Park Hotels & Resorts, Inc. | Chairman, President & CEO | 2017 – Present | Executive leadership in hospitality REIT; finance and M&A experience |
| RLJ Lodging Trust | President, CEO & Trustee | 2011 – 2016 | Strategy, business judgment, risk management frameworks |
| RLJ Development, LLC | Co‑Founder & President | 2000 – 2011 | Finance and M&A experience; entrepreneurial background |
| Hilton Hotels Corporation; Marriott Corporation; Host Marriott Services | Various Management Positions | Not disclosed | Industry/hospitality operations experience |
| Price Waterhouse | Public Accounting (early career) | Not disclosed | Accounting background |
External Roles
| Organization | Role | Tenure/Status |
|---|---|---|
| American Express Company | Director (public company) | Current |
| Park Hotels & Resorts, Inc. | Director and CEO (public company) | Current |
| University of Virginia Investment Management Company | Board Member | Current |
| The Real Estate Roundtable | Board Member | Current |
| American Hotel & Lodging Association | Executive Committee Member | Current |
| UVA McIntire School of Commerce Foundation | Board Member | Current |
Board Governance
- Independence: Independent director; board is 90% independent; all Board committees are chaired by and composed entirely of independent directors.
- Committee assignment: Compensation and Human Capital Committee member; the committee met 6 times in 2024; chaired by Edward D. Breen.
- Attendance and engagement: In 2024, the Board met 6 times and committees met 19 times; each director attended more than 75% of Board and relevant committee meetings; executive sessions were held at each regularly scheduled Board meeting and most committee meetings.
- Lead Independent Director: Edward D. Breen; role includes presiding at executive sessions, agenda input, and CEO evaluation involvement.
- Overboarding policy: CEOs of public companies who are independent directors may serve on no more than two other public company boards in addition to Comcast’s Board; all nominees (including Mr. Baltimore) are in compliance.
Fixed Compensation
| 2024 Nonemployee Director Compensation | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $135,000 |
| Stock Awards (grant-date fair value) | $225,010 |
| All Other Compensation (courtesy services, guest travel) | $8,788 |
| Total | $368,798 |
| Director Compensation Program (2024) | Terms |
|---|---|
| Annual Cash Retainer | $120,000 |
| Annual Equity Grant (Class A common stock) | $225,000 FMV; fully vested on grant; may be deferred |
| Committee Chair Fee | $40,000 per committee |
| Committee Member Fee | $15,000 per committee |
| Deferrals | Retainer/fees/equity may be received in stock and deferred; deferred fees invested notionally in mutual/exchange funds or Comcast stock fund (dividends reinvested) |
| Perquisites | Courtesy services (internet, video, voice, home security) at two residences during service and for five years thereafter |
Performance Compensation
| Element | Structure | Performance Metrics | Notes |
|---|---|---|---|
| Annual Director Equity Grant | Fully vested upon grant | None disclosed for nonemployee directors | Directors may elect deferral; no stock options granted to directors in 2024 section; equity plans have no automatic “single-trigger” acceleration in change in control |
| Hedging/Pledging | Prohibited for directors | N/A | Insider trading policy prohibits hedging and pledging; blackout/trading approval procedures in place |
No PSU/option-based performance framework is disclosed for nonemployee directors; equity grants are time-based and fully vested upon grant.
Other Directorships & Interlocks
| Company | Relationship to Comcast | Potential Interlock/Conflict |
|---|---|---|
| American Express Company | Current director | None disclosed in proxy |
| Park Hotels & Resorts, Inc. | Current director and CEO | None disclosed in proxy; related party transaction review process in place |
- Related-party transactions oversight: Proposed transactions involving directors are reviewed by independent Board members or relevant committees under Comcast’s related party transactions policy. No specific transactions involving Mr. Baltimore are flagged in the compensation/ownership sections.
Expertise & Qualifications
- Executive Leadership; Relevant Industry Experience (hospitality, real estate); Consumer Products/Customer-Oriented; Financial/Accounting; Risk Management Oversight.
Equity Ownership
| Item | Detail |
|---|---|
| Class A Shares Beneficially Owned | 22,680; less than 1% of class |
| Footnote details | Includes 477 shares held by spouse |
| Deferred Shares (to be paid in stock at future date) | 21,559 |
| Hedging/Pledging/Margin | No shares held in margin accounts or hedged/pledged; policy prohibits hedging and pledging |
| Director Ownership Policy | Must hold shares equal to 5x annual cash retainer; 5-year compliance window; ownership includes 60% of any deferred shares; all nonemployee directors satisfied policy in 2024 |
Governance Assessment
-
Strengths
- Independent director with deep operating, finance, and M&A experience; current CEO of a public company enhances strategic oversight.
- Active Compensation and Human Capital Committee member; committee met 6 times in 2024 and oversees executive compensation and succession planning.
- Strong attendance (>75% threshold) and engagement in executive sessions; robust independent oversight structures (Lead Independent Director; independent committees).
- Ownership alignment via 5x retainer guideline, deferral program, and prohibition of hedging/pledging; all nonemployee directors met ownership policy in 2024.
- Overboarding risk mitigated by Comcast policy; committee confirmed compliance (relevant given his CEO role and other directorships).
-
Watch items / potential conflicts
- Time commitments as a sitting CEO and director at American Express warrant monitoring for bandwidth, though Comcast’s overboarding policy indicates compliance.
- Courtesy services/perquisites exist but are modest and transparently disclosed; appear as “All Other Compensation.”
- No related party transactions involving Mr. Baltimore are identified in the proxy sections reviewed; ongoing policy requires review/approval for any such transactions.
-
Shareholder signals
- Advisory say‑on‑pay approval for NEO compensation was 89% at the 2024 annual meeting, indicating support for compensation governance overseen by the Compensation Committee.