Thomas J. Reid
COMCASTAbout Thomas J. Reid
Chief Legal Officer and Secretary of Comcast Corporation. Responsibilities include leadership of global legal functions and oversight of government and regulatory affairs. In 2024, he led a multi‑industry legal challenge to the FCC’s broadband “common carrier” reclassification and spearheaded initiatives tied to the Infrastructure Investment and Jobs Act, indicating material regulatory execution leverage for Comcast’s connectivity strategy . Company performance context during his current compensation cycle: 2024 cumulative TSR at $94.53 vs $102.62 for peer group, with Net Income $15.9B and Adjusted EBITDA $38.1B; 2023 TSR at $107.23 (peer $86.75), Net Income $15.1B, Adjusted EBITDA $37.6B .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Comcast Corporation | Chief Legal Officer and Secretary | 2023–present | Led legal/regulatory strategy; organized multi‑industry challenge to FCC reclassification; oversaw IIJA implementation across broadband deployment and affordability programs . |
| Comcast Corporation | Senior EVP, General Counsel and Secretary | 2019 | Signed SEC filings in executive capacity during leadership transitions at NBCUniversal, evidencing tenure and authority in corporate legal function . |
Fixed Compensation
| Year | Base salary ($) | Target annual bonus (% of salary) | Actual cash bonus paid ($) | Notes |
|---|---|---|---|---|
| 2023 | 1,800,080 | 250% | 4,104,182 | No 2023 base increase; new employment agreement set raise to $1.9M effective Jan 2024 . |
| 2024 | 1,898,079 | 250% | 5,172,265 | Compensation Committee set base to $1.9M under 2024 agreement . |
Performance Compensation
Annual Cash Bonus (Short‑term)
- Structure and weightings (2024): Financial 70% (Adjusted EBITDA 35%, Free Cash Flow 25%, Revenue 10%); Operating Performance 15%; Stakeholder & Sustainability 15% .
- 2024 results: Financial metrics achieved 79% weighted; total payout determination at 109% of target for Reid (Roberts/Cavanagh voluntarily capped at 100%) .
| Component | Weight | 2024 Achievement | Payout mechanics |
|---|---|---|---|
| Adjusted EBITDA | 35% | 33% (weighted) | Interpolated 0–140% per metric; total Financial = 79% . |
| Free Cash Flow | 25% | 37% (weighted) | See above . |
| Revenue | 10% | 9% (weighted) | See above . |
| Operating Performance | 15% | Holistic assessment | Qualitative, not individually weighted . |
| Stakeholder & Sustainability | 15% | Holistic assessment | Qualitative, not individually weighted . |
| Total payout (% of target) | — | 109% (Reid) | Committee determination; Roberts/Cavanagh capped at 100% . |
Long‑term Equity (PSUs and Stock Options)
PSUs: design and realized outcomes
- Design (2024 grant): 3‑year cliff vesting; metrics: ROIC (50%) and Relative Adjusted EPS Growth vs S&P 100 (50%); Relative TSR modifier adjusts outcome; threshold 50%, target 100%, max 200% per metric .
- Realized (2021–2023 PSU cycle): ROIC 10.7% (200% payout) and Relative Adjusted EPS Growth at 62nd percentile (148%); combined 174%, then TSR modifier −25% based on 15th percentile TSR, yielding final 131% payout .
| PSU Grant/Cycle | Metric | Target weighting | Actual/Design detail | Vesting |
|---|---|---|---|---|
| 2021–2023 | ROIC | 50% | 10.7% → 200% payout | 100% at 3‑year anniversary; final 131% after TSR modifier . |
| 2021–2023 | Relative Adjusted EPS Growth | 50% | 62nd percentile → 148% payout | As above . |
| 2024–2026 | ROIC | 50% | Threshold 50% to max 200% vs pre‑set target | 100% cliff vest in 2027 (3‑year) . |
| 2024–2026 | Relative Adjusted EPS Growth | 50% | 25th pct = 50% to 75th pct = 200%; TSR modifier applied | 100% cliff vest in 2027 . |
2024 Equity grants (Reid)
- PSUs: threshold 22,507; target 120,040; max 300,100; grant date 3/1/2024; grant date fair value $5,334,578 .
- Stock options: 180,455 options; exercise price $42.80; grant date fair value $1,712,518; vest 20% per year over five years for grants expiring 2032+ .
| Grant type | Grant date | Shares/Units | Strike ($) | FV ($) | Vesting |
|---|---|---|---|---|---|
| PSUs (2024) | 3/1/2024 | Threshold 22,507; Target 120,040; Max 300,100 | — | 5,334,578 | 100% at 3 years . |
| Options (2024) | 3/1/2024 | 180,455 | 42.80 | 1,712,518 | 20% per year over 5 years for 2032+ schedules . |
Outstanding equity at 12/31/2024 (Reid)
| Category | Detail | Amount |
|---|---|---|
| Unvested RSUs | Shares; market value at $37.53 | 21,160; $794,135 . |
| Unearned PSUs | Shares; payout value at market | 666,537; $25,015,134 . |
| Options – Exer. | Tranche (exercisable/unexercisable), strike, expiry | 206,820/137,880 @ $42.52 exp. 03/01/2030 ; 124,500/83,000 @ $54.45 exp. 02/28/2031 ; 90,806/136,209 @ $46.39 exp. 02/29/2032 ; 48,020/192,080 @ $36.63 exp. 02/28/2033 ; 0/180,455 @ $42.80 exp. 02/28/2034 . |
Vesting schedules (options)
- For expiries on or after 2/29/2032, 20% vests on each of the first five anniversaries; prior schedules vary (e.g., 40/20/20/20 for 2/28/2031; and 30/15/15/15/5/5/5/5/5 for expiring on or before 3/1/2030) .
Exercises/vesting activity (2024)
| Type | Shares | Value ($) |
|---|---|---|
| Options exercised | — | — . |
| Stock awards vested | 111,316 | 4,610,197 . |
| Deferrals | Deferred settlement of 31,200 RSUs vested 7/5/2024 . |
Equity Ownership & Alignment
- Beneficial ownership (Class A): 576,505 shares as of 2/28/2024; less than 1% of class; no hedges/pledges or margin holdings . Increased to 876,313 as of 4/8/2025 record date; less than 1%; no hedges/pledges or margin holdings .
- Ownership guidelines: Executives (other than CEO/President) must hold 3x base salary; Reid in compliance; policy prohibits hedging and pledging; phase‑in over six years for new executives .
- Options near/underwater context (12/31/2024): closing price $37.53 used for valuations; tranches at $54.45 and $46.39 were out‑of‑the‑money; $36.63 slightly in‑the‑money; supports low near‑term exercise pressure; aligns long‑term upside .
| Date | Class A beneficially owned | % of Class A | Notes |
|---|---|---|---|
| Feb 28, 2024 | 576,505 | <1% | Includes options exercisable within 60 days (470,146) and stock units vesting within 60 days (80,116) . |
| Apr 8, 2025 (record date) | 876,313 | <1% | No hedging or pledging by directors/officers . |
Nonqualified deferred compensation (2024)
| Executive contributions ($) | Aggregate balance at FYE ($) | Note |
|---|---|---|
| 1,181,232 | 2,343,867 | Includes deferred settlement of 31,200 RSUs from 7/5/2024 . |
Employment Terms
- Employment agreement: New agreement effective Jan 1, 2024; term through Dec 31, 2028; base salary subject to increase but not reduction except broad‑based; target annual bonus 250% of salary; one‑year post‑termination non‑compete (except if terminated without cause/by good reason) and one‑year non‑solicit .
- Severance economics (as of 12/31/2024 valuations):
- Without Cause/With Good Reason: Base salary continuation $3,800,000; annual bonus continuation $4,750,000; accrued bonus $4,745,198; acceleration/continued vesting options $43,218; acceleration/continued vesting stock units $3,221,200; health benefits $18,109; total $16,577,724 .
- Death/Disability totals: $16,193,266 (includes accrued bonus $4,745,198; option value $172,872; stock units $10,800,196) .
- Change in control: No automatic single‑trigger acceleration; Board/Committee retains discretion; CEO has double‑trigger protection; insider policies prohibit hedging and pledging; clawback compliant with SEC and Nasdaq rules .
- Base salary action: Increased to $1.9M effective Jan 2024 under new agreement .
Compensation Structure Analysis
- Mix and risk: High at‑risk mix via PSUs and options; PSUs tied to ROIC and relative EPS with TSR modifier; options vest over five years; no time‑based RSUs for current NEOs (reduces low‑risk equity) .
- Metric rigor: Annual bonus emphasizes cash generation (FCF 25%) and profitability (Adjusted EBITDA 35%) with revenue 10% and qualitative operating/sustainability goals; 2024 achievement at 109% suggests solid but not excessive outcomes .
- Peer benchmarking: Compensation committee compares Reid to peer chief legal officers and heads of government relations within a core peer group of mega‑cap TMT companies, limiting peer “ratcheting” claims; committee uses independent consultant (Korn Ferry) .
- Governance safeguards: Prohibition on hedging/pledging, robust ownership requirements (3x salary), no option repricing, clawback policy; say‑on‑pay advisory vote approved in 2025 (For 332,155,225; Against 37,280,056; Abstain 1,173,730) .
Risk Indicators & Red Flags
- Section 16(a) reporting: One late Form 4 filing reported for Reid for 2023; subsequently corrected .
- Hedging/pledging: Prohibited by policy; beneficial ownership tables state no pledges or margin holdings for executives .
- Option repricing: Not permitted under company policy .
Say‑on‑Pay & Shareholder Feedback (Context)
| Item | 2025 Annual Meeting result |
|---|---|
| Advisory vote to approve executive compensation | Approved: For 332,155,225; Against 37,280,056; Abstain 1,173,730; Broker non‑votes 22,704,817 . |
Equity Detail Appendix
Grants of Plan‑Based Awards (2024 – Reid)
| Type | Threshold | Target | Maximum | Strike ($) | Grant date | Approval date | FV ($) |
|---|---|---|---|---|---|---|---|
| PSUs | 22,507 | 120,040 | 300,100 | — | 3/1/2024 | 2/7/2024 | 5,334,578 . |
| Stock options | — | — | — | 42.80 | 3/1/2024 | 2/7/2024 | 1,712,518 . |
Outstanding Equity Awards at FYE 2024 (Reid)
| Options – summary | Exercisable | Unexercisable | Strike ($) | Expiration |
|---|---|---|---|---|
| Grant 2030 | 206,820 | 137,880 | 42.520 | 03/01/2030 . |
| Grant 2031 | 124,500 | 83,000 | 54.450 | 02/28/2031 . |
| Grant 2032 | 90,806 | 136,209 | 46.390 | 02/29/2032 . |
| Grant 2033 | 48,020 | 192,080 | 36.630 | 02/28/2033 . |
| Grant 2034 | — | 180,455 | 42.800 | 02/28/2034 . |
| Stock/Units – summary | Unvested RSUs (shares) | MV ($) at $37.53 | Unearned PSUs (shares) | Payout value ($) |
|---|---|---|---|---|
| As of 12/31/2024 | 21,160 | 794,135 | 666,537 | 25,015,134 . |
Investment Implications
- Pay‑for‑performance alignment: High at‑risk equity mix and PSU design anchored to ROIC and relative EPS, with TSR modifier and long vesting schedules, support long‑term alignment. 2024 cash bonus outcome at 109% reflects balanced financial (79% weighted) and qualitative results without signs of excessive discretion .
- Insider supply dynamics: No option exercises in 2024 and meaningful portions of options remain out‑of‑the‑money at 12/31/2024 prices (notably $54.45 and $46.39 strikes), reducing near‑term selling pressure; RSU/PSU vesting and deferrals (31,200 RSUs deferred) further smooth potential supply .
- Retention and severance: Contract through 2028 with one‑year restrictive covenants and severance totaling ~$16.6M under Without Cause/With Good Reason case (as of 12/31/2024 valuations) indicates moderate retention protections without change‑in‑control windfalls (no single‑trigger; CEO only has double‑trigger), mitigating governance risk .
- Governance quality: Prohibitions on hedging/pledging, robust ownership guidelines (compliant), no option repricing, and a favorable 2025 say‑on‑pay vote reduce governance red flags. The isolated late Form 4 in 2023 is a minor compliance issue with little bearing on trading signal .