Sector: Communication
COMCAST CORP CLASS A · Meeting: June 10, 2026
Directors FOR
5
Directors AGAINST
6
Say on Pay
FOR
Auditor
AGAINST
Election of Directors
Against Analysis
Mr. Bacon has served since 2002, meaning his tenure fully overlaps the severe 3-year underperformance period during which Comcast's stock fell approximately 14% while the company's own disclosed compensation peers returned a median of +84% — a gap of nearly 98 percentage points, far exceeding the 20-point trigger threshold; the 5-year record shows a similar gap (-88pp vs. the same peer group), so no mitigant applies.
Ms. Bell has served since 2016, meaning her tenure fully overlaps the severe underperformance period; Comcast's stock declined roughly 14% over three years while the company's own peer group returned +84% at the median — a nearly 98-percentage-point gap — and the 5-year record is similarly poor, so no mitigant applies.
Mr. Breen, who also serves as Lead Independent Director, has been on the board since 2014, so his tenure fully covers the underperformance period; despite his significant governance responsibilities, Comcast's stock fell ~14% over three years against a peer-median gain of +84%, a gap nearly five times the policy trigger threshold, and the 5-year record provides no relief.
Mr. Honickman has served since 2005 and his tenure fully overlaps the underperformance period; Comcast's stock declined ~14% over three years while the company's own peers gained +84% at the median, a gap of ~98 percentage points, and the 5-year comparison reveals no improvement in relative performance.
Mr. Nakahara has served since 2017, fully overlapping the underperformance period; Comcast's stock lost ~14% over three years while the company's own peer group returned +84% at the median — a gap of ~98 percentage points that is nearly five times the policy threshold — and the 5-year record provides no mitigating improvement.
Mr. Roberts, as Chairman and Co-CEO, has been a director since 1988 and his tenure fully encompasses the underperformance period; Comcast's stock declined ~14% over three years while the company's own disclosed compensation peers returned +84% at the median — a gap of ~98 percentage points — and the 5-year comparison shows an even larger absolute decline (-37%) with a peer gap of -88pp, providing no mitigant; as an executive director he is subject to the same TSR trigger as all other directors, independently of any Say on Pay evaluation.
For Analysis
Mr. Baltimore joined the board in March 2023, which is within the 24-month new-director exemption window, so the TSR underperformance trigger does not apply to him; he brings relevant executive leadership and financial expertise from his role as Chairman, President and CEO of a major public hotel REIT.
Ms. Brady joined the board in October 2023, which is within the 24-month new-director exemption window, so the TSR underperformance trigger does not apply; she brings finance, venture capital and technology investment experience relevant to Comcast's strategic priorities.
Mr. Cavanagh was appointed to the board in January 2026, which is within the 24-month new-director exemption window, so the TSR underperformance trigger does not apply; as newly appointed Co-CEO he has not yet had meaningful opportunity to influence board-level outcomes.
Ms. Lucas joined the board in April 2024, which is within the 24-month new-director exemption window, so the TSR underperformance trigger does not apply; she brings deep media and entertainment industry experience directly relevant to Comcast's content and streaming businesses.
Mr. Smith joined the board in January 2026, which is within the 24-month new-director exemption window, so the TSR underperformance trigger does not apply; he brings extensive financial services, consumer banking and risk management experience relevant to Comcast's governance needs.
The TSR underperformance trigger fires broadly across the incumbent slate: Comcast's 3-year stock return of -13.6% trails its own disclosed compensation peer group median of +84.2% by approximately 98 percentage points, far exceeding the 20-point threshold applicable when absolute TSR is negative. The 5-year comparison (-36.9% absolute, -88pp vs. peer median) provides no mitigant — the underperformance is sustained, not transient. Accordingly, all directors whose tenure meaningfully overlaps the underperformance period receive an AGAINST vote. The four directors who joined within the past 24 months (Baltimore, Brady, Lucas, Cavanagh, Smith) are exempt under the new-director exemption.
CEO
Brian L. Roberts
Total Comp
$35,148,413
Prior Support
90%%
The prior Say on Pay vote received 90% support — well above the 70% threshold that would require a response — and the program structure is genuinely performance-oriented: the long-term incentive program consists entirely of performance stock awards (PSUs) that vest based on absolute ROIC, relative adjusted earnings-per-share growth versus the S&P 100, and a relative total shareholder return modifier that imposes a -25% penalty if Comcast ranks in the bottom quartile and explicitly caps positive adjustments when absolute TSR is negative. The 2025 PSU payout from the 2023–2025 cycle came in at 108% of target after the relative TSR modifier cut the payout from 144% to 108% — demonstrating that the plan's downside mechanics actually worked as intended by penalizing poor shareholder returns even when internal financial metrics were met. The company has a clawback policy, strong stock ownership requirements, and no single-trigger change-of-control vesting, and the short-term bonus (paid at 110% of target, reflecting solid but not exceptional financial achievement) is tied to quantitative revenue, EBITDA and free cash flow metrics; taken together, the pay structure passes the policy screens, making a FOR vote appropriate on pay program design even while the board itself warrants AGAINST votes on performance-accountability grounds.
Auditor
Deloitte & Touche LLP
Tenure
63 yrs
Audit Fees
$34,500,000
Non-Audit Fees
$23,300,000
Two independent policy triggers both fire here. First, Deloitte has served as Comcast's auditor since 1963 — a 63-year relationship that far exceeds our 25-year tenure threshold, and while the proxy notes a new lead engagement partner was selected for 2026, a simple partner rotation is not a compelling justification for a six-decade auditor relationship. Second, non-audit fees (audit-related fees of $21.8 million plus tax fees of $1.5 million totaling $23.3 million) represent approximately 67.5% of core audit fees ($34.5 million), well above the 50% threshold at which the non-audit relationship raises independence concerns; the proxy notes that the large 2025 audit-related fees include work on the Versant spin-off, but one-time transaction context does not automatically waive the trigger under our policy.
1 proposal submitted by shareholders
Proposal 4
The proxy filing text provided in this analysis was truncated before the full text of Proposal 4 (the shareholder proposal) was included, preventing a complete evaluation of the filer's identity, the specific ask, and any prior-year vote history — all of which are required inputs under the policy framework. Because the policy requires filer classification as the primary signal and a full merits review before reaching a vote determination, and because insufficient information is available to apply those steps reliably, an ABSTAIN determination is returned rather than defaulting to FOR or AGAINST without adequate basis.
The 2026 Comcast ballot presents a mixed picture: the Say on Pay vote earns a FOR on the strength of a genuinely performance-linked equity program, but six of eleven director nominees receive AGAINST votes because Comcast's stock has declined roughly 14% over three years while the company's own peer group returned +84% at the median — a gap nearly five times the policy trigger threshold, with no 5-year mitigant — and the auditor ratification earns an AGAINST due to both a 63-year auditor tenure and non-audit fees representing 67.5% of audit fees. The shareholder proposal cannot be fully evaluated due to truncated filing text and is returned as ABSTAIN pending complete disclosure review.
11 companies disclosed in 2026 proxy filing
