COMCAST CORP CMCSA

12% shingled-prose overlap between the two filings.

2025: 187,574 chars · 2026: 47,185 chars

• Committee Report:83% overlap (475 → 480 chars)
• Pay Ratio (Item 402(u)):4% overlap (53,299 → 4,399 chars)
• Say-on-Pay proposal:33% overlap (24,987 → 24,766 chars)

• changedThis discussion and analysis describes our executive compensation philosophy, process, plans and practices; practices,our compensation program’s alignment with our performance; performanceand the 2025 2024compensation decisions for our NEOs set forth in the Summary Compensation Table.
• newOur Board credits our senior leadership team for their successful leadership over the past year, despite sustained competitive challenges across our businesses.
• new2025 marked a year of decisive management, operational and structural changes, resetting how we operate and compete, with a focus on positioning our company for growth.
• changedAs described above in “About Comcast – 2025 2024Performance Overview,” 2025 our2024consolidated financial results were solid, benefiting from withcontributions fromacross our businesses, including companyandwithcontinuedinvestmentinourkeyareasofgrowthforthefuture–residential broadband, wireless, business services connectivity, theme parks, streaming and premium studios content. contentinourstudios.
• newOur NEOs worked collaboratively with our businesses on key strategic initiatives such as our new simplified broadband offering with a more transparent value proposition to customers, strengthening our wireless business with new offerings, further growing our business services business, growing our Peacock revenue and lowering its operating losses, creating premium content and successfully opening Epic Universe in May
• changed28 2026 2025Proxy Statement
• new2025.
• newAt the same time, we completed our spin-off of Versant in January 2026, creating a focused, well-capitalized public company while positioning our remaining businesses to better compete in the evolving media landscape.
• new2025 Compensation Overview
• changedOur executive compensation program is designed to pay for performance, aligning alignour NEOs’ compensation with our shareholders’ interests and our long-term strategic goals. goalsandtoensurethatwepayforperformance.
• changedIn making compensation decisions for 2025, 2024,the Compensation Committee considered, among other things, the strong performance of our NEOs in successfully managing our company for the long term and market compensation paid by other similarly situated companies.
• changedAs a result of our compensation design, the vast majority of our NEOs’ total target compensation is performance-based, strongly aligning NEO compensation with shareholder interests.
• changedKey executive compensation decisions in respect of 2025 2024compensation are discussed in detail below under “Our Approach to Compensation” and “Design and Structure of Our Executive Compensation Program – Compensation “CompensationDecisions.”
• changedThe Compensation Committee and our management team are committed to continued engagement with shareholders shareholders,includingthroughourshareholderengagementdescribedonpage21,to understand their viewpoints and to discuss and demonstrate the important connection between our compensation program, on the one hand, and our business strategy, goals and financial and operating performance, on the other hand.
• newIn response to shareholder feedback, our executive compensation program design includes a significant amount of performance-based compensation.
• changedOurexecutivecompensationprogramdesignreflectsmeaningfulchangesmadein2021inresponsetoshareholderfeedback,whichWe believe shareholders continue to view our executive compensation program favorably, as reflected by shareholders approving on an advisory basis the 2024 2023compensation of our NEOs by 90% 89%of the votes cast at our 2025 2024annual meeting.
• changedThe Compensation Committee believes that its decisions are consistent with our compensation philosophy and objectives and that those compensation decisions align the interests of our NEOs with our long-term goals and the interests of our shareholders without incenting inappropriate risk-taking. risktaking.
• new2026 Proxy Statement 29
• newExecutive Compensation Best Practices
• newWhat We Do What We Don’t Do ü Employ rigorous Performance Stock Unit (“PSU”) and annual cash bonus performance conditions.ü Maintain robust stock ownership guidelines.
• newA person not in compliance cannot sell or otherwise dispose of stock until the ownership requirement is met.ü Prohibit executive officers and directors from (i) pledging Comcast stock as collateral or holding it in margin accounts and (ii) using any strategies or products to hedge against potential changes in the value of our stock.ü Have an incentive compensation recoupment (or “clawback”) policy applicable to our executive officers.ü Compensation Committee directly engages Korn Ferry as its own independent compensation consultant.
• newû Do not maintain any defined benefit pension plans or supplemental executive retirement plans for our NEOs.û None of our equity plans has automatic (“single-trigger”) accelerated vesting provisions in connection with a change in control.
• newNo other NEO has change in control provisions in their employment agreement.û Do not pay dividends or dividend equivalents in respect of any unearned PSUs or Restricted Stock Units (“RSUs”) or on any stock options.û Do not provide any excise or other tax gross-ups for our executive officers.û Do not permit the repricing of options of any kind without shareholder approval.
• newOur Approach to Compensation
• changedOurApproachtoCompensationIn designing our compensation program, we evaluate both our business objectives and the need to attract and retain uniquely talented and experienced individuals who think strategically for the long term, particularly in light of the challenging and evolving competitive, technological and regulatory environments in which we operate.
• changed•In ●Inaddition to fixed compensation, we provide short-term and long-term performance-based compensation earned based on the achievement of thatincludesCompany-specific performance goals, as well as relative performance goals that measure our shareholder value creation relative to market performance.
• changed•To ●Tomotivate and retain our executives, we provide pay opportunity levels that are highly competitive.
• changed•Our ●Ourshort-term annual bonus program includes quantitative financial performance goals that are based, in part, on consolidated budgets that are prepared annually, taking annuallyandtakeinto consideration the cyclicality of working capital in our business, capital spending plans for the upcoming year and other relevant factors.
• changedWe balance out our annual bonus program by also incenting attainment of operational operatingperformance goals and key stakeholder and sustainability initiatives.
• new•Our 2025 annual long-term incentive program is composed entirely of PSUs.
• changedPSUs are earned based on our awardedin2024havemeaningfulperformance conditionsforvestingmeasuredover a cumulative three-year period against basedontwo relative performance metrics relating to Adjusted Earnings Per Share (“EPS”) growth and Total Shareholder Return (“TSR”), (“TSR”)as well as an absolute Return on Invested Capital (“ROIC”) performance metric.
• changed•The 2025ProxyStatement29TableofContents●Thefinancial quantitative metrics used in our 2025 annual 2024incentive compensation program programsgenerally reflect those used internally to measure our performance and externally to report to investors.
• changedMany of these measures are tied to cash generation and capital efficiency and seek to balance over both the short-term and the longer-term profitable growth and shareholder value creation.
• new30 2026 Proxy Statement
• changedAnnual CashBonus CashBonusRevenue Serves as the top line component to cash generation Adjusted EBITDA Reflects the operational performance of our businesses, taking into account the costs of operating these businesses Free Cash Flow Measures, among other things, cash remaining after capital investments that allows us to repay indebtedness, make strategic investments and return capital to shareholders Long-TermIncentiveProgram Long-TermIncentiveProgramAverage ROIC Measures how well capital (equity and debt) is used to generate earnings over a three-year period Relative Adjusted EPS Growth Measures earnings performance compared to other S&P 100 companies over a three-year period Relative TSR Measures total company achievement of shareholder returns compared to other S&P 100 companies over a three-year period DesignandStructureof2024ExecutiveCompensationProgramElementsofCompensationWeviewourexecutivecompensationprogramfor2024ona“portfolio”basistoappropriatelybalancevariouscompensationelementsthatmotivateandrewardourNEOsfortheirperformanceandcreationoflong-termshareholdervalue.
• newDesign and Structure of Our Executive Compensation Program
• newElements of Compensation
• newWe view our executive compensation program on a “portfolio” basis to appropriately balance various compensation elements that motivate and reward our NEOs for their performance and creation of long-term shareholder value.
• newTYPE ELEMENT WHY WE USED IT COMPENSATION HIGHLIGHTS Fixed Base Salary • Necessary to attract and retain our NEOs.• Serves as a baseline measure of an NEO’s value.• Guaranteed compensation in exchange for investing in a career with us.
• changed• Salary ●Salarylevel is based on individual performance, experience, market data, position within the organization and duties and responsibilities.
• changedVariable, Short-Term, Performance-Based Performance-BasedAnnual Cash Bonus • Provides ●Providesa competitive annual cash bonus opportunity and completes our competitive total annual cash compensation package.
• changed• Target ●Targetbonus is based on the Compensation Committee’s assessment of the optimal mix of fixed vs. variable cash compensation.
• changed• Supports ●Supportsour objective that NEOs must balance achieving current year (short-term) goals with long-term value creation.
• changed• Based ●Basedon objective quantitative financial performance metrics and quantitative and qualitative goals relating to key operational operatingperformance goals.
• changed• Includes ●Includesa qualitative portion based on stakeholder and sustainability initiatives.
• changedVariable, Long-Term, Performance-Based Performance-BasedAnnual PSU Grants • Fosters ●Fostersa long-term commitment and motivates executives to improve the long-term market performance of our stock.
• changed• Links ●Linksthe NEOs’ decision-making with the long-term outcomes of those decisions.
• changed• Creates ●Createsa meaningful retention tool and ties value ultimately realized to longer-term performance.
• changed• Cliff ●Cliffvest after three years.
• changed• Vesting ●Vestingis dependent upon achievement of absolute and relative performance metrics established at the beginning of the three-year period.
• changed• Ultimate ●Ultimatevalue of shares acquired upon vesting depends on attainment of metrics and stock price.
• new2026 Proxy Statement 31
• newCompensation Decisions
• newBase Salary
• newThe Compensation Committee annually reviews base salary levels for the NEOs.
• newIn December 2025, in connection with Mr. Cavanagh’s promotion to co-CEO, his base salary increased to $2.75 million effective January 2026.
• newAnnual Cash Bonus
• changedAnnualCashBonusOur short-term incentive program includes meaningful performance-based elements tied to financial goals, as well as incentives for attainment of operational goals tied to key strategic initiatives and key stakeholder and sustainability initiatives.
• changed•The ●Thetarget bonus opportunity for 2025, opportunity,as a percentage of salary, in2024was 300% for Messrs.
• newRoberts and Cavanagh, 250% for Mr. Reid, 200% for Mr. Armstrong and 150% for Ms. Khoury.
• new•Below are the target weightings for each element of the annual cash bonus plan for our NEOs.
• changedThe maximum bonus achievable was 192.5%, based on a maximum weight of 140% for the three financial metrics plus 30% for operational operatingperformance goals and 22.5% for stakeholder and sustainability-related goals.
• newFinancial(70%) Operational Performance(15%)* Stakeholder & SustainabilityInitiatives(15%)* • Adjusted EBITDA (35%)• Free Cash Flow (25%)• Revenue (10%) • Alignment with Long Range Plans• Organizational Collaboration• Operational Agility • Advancing Digital Opportunity• Company Culture• Environmental Sustainability
• new* Metrics are not individually weighted and are considered collectively on a holistic basis.
• newFinancial Metrics and Results
• newBelow are the performance ranges established for the financial performance metrics under the NEOs’ 2025 bonus program.
• changedAchievement for each financial metric would be zero if performance is below the minimumthreshold of the metric’s range, with potential payouts ranging from 14% if achievement for each financial metric is at the bottom of the range to a maximum of 140% if achievement for each is at the top of the range.
• changedSee “2025 “2024Performance Overview” above for a description of our strong financial performance in 2025. 2024.
• changedPerformance ranges were established based on meeting our enterprise-wide consolidated operating budget, which takes into account the cyclicality of working capital, capital spending plans for the upcoming year, target product rollout numbers and other relevant factors.
• newSpecifically, 2025 targets and performance ranges were set contemplating that 2025 (i) would not include broadcasts of the Summer Olympics that had occurred in 2024, which negatively impacts revenue in 2025, and (ii) would include incremental investments relating to the acquisition of new NBA media rights and the payment of related sports rights fees that were absent in 2024, which negatively impacts Adjusted EBITDA and Free Cash Flow in 2025.
• new32 2026 Proxy Statement
• new2025 PERFORMANCERANGE(1)($ IN BILLIONS) 2025 ACTUALACHIEVEMENT(2) Adjusted EBITDA 35.761 – 41.407 32 % Free Cash Flow 13.858 – 21.195 35 % Revenue 117.062 – 135.545 10 % Total 77 %
• new(1)Amounts reflected are on a consolidated basis and have been adjusted to reflect Sky results on a constant currency basis.
• changed(2)Achievement (2)Achievementpercentages are interpolated between specified achievement levels and are presented based on the maximum weighted levels of achievement described in the section immediately above (i.e., achievement of the target performance for the three metrics would total 70% (Adjusted EBITDA: 35%; Free Cash Flow: 25%; and revenue: 10%)).
• newOperational Performance Goals and Results
• changed2025ProxyStatement31TableofContentsOperatingPerformanceGoalsandResultsThe Compensation Committee established operational operatingperformance goals in February 2025 2024that accounted for 15% of the 2025 2024target annual bonus, with potential payouts ranging from 0% to 30%.
• changedThe Compensation Committee determined that achievement against these goals was 18% 15%based on both quantifiable outcomes and a holistic evaluation of the NEOs’ performance, collectively and individually.
• changedEach operational goal established, and the goalsandrelated considerations for achievement, eachoftheoperatinggoalsare described below.
• changedCertain details about the performance of our operational operatinggoals are not disclosed due to competitive concerns.
• newGOALS ACHIEVEMENT CONSIDERATIONS Alignment with Long Range Plans In 2025, we significantly progressed our long-range strategic plans around our key growth drivers in managing our operations in what continues to be an intensely competitive environment:•Adapted our broadband go-to-market offering to compete more effectively for the long term by focusing on network, product and customer experience.•Accelerated momentum in domestic wireless and expanded our subscriber base by more than 1.5 million lines, growing revenue by 16.3% and surpassing 15% penetration of our domestic residential broadband customers.

More changes truncated for legibility. Open the filings on SEC for full prose.