Director and Executive |
Shares Beneficially Owned
| Total Shares Beneficially Owned |
Class A | Class A Special | Class B |
|---|---|---|---|
| Michael J. Angelakis | 356,472 | - | - |
| S. Decker Anstrom | 75,011 | 2,400 | - |
| Kenneth J. Bacon | 70,504 | - | - |
| Arthur R. Block | 413,310 | 863,157 | - |
| Sheldon M. Bonovitz | 59,864 | 209,323 | - |
| Edward D. Breen | 40,442 | - | - |
| Julian A. Brodsky | 443,431 | 5,301,325 | - |
| Stephen B. Burke | 1,976,769 | 4,536,509 | - |
| David L. Cohen | 1,817,433 | 759,956 | - |
| Joseph J. Collins | 151,442 | - | - |
| J. Michael Cook | 83,619 | 3,450 | - |
| Gerald L. Hassell | 16,014 | - | - |
| Jeffrey A. Honickman | 84,155 | 10,192 | - |
| Brian L. Roberts | 3,354,083 | 22,570,731 | 9,444,375 |
| Ralph J. Roberts | 2,481,726 | 6,189,616 | - |
| Dr. Judith Rodin | 72,740 | - | - |
| Michael I. Sovern | 81,186 | - | - |
| All directors and executive
officers as a group (18 persons) |
12,008,969 | 41,419,648 | 9,444,375 |
Non-Employee Director Stock Ownership Policy
Purpose:
To provide a guideline for the ownership of Comcast Corporation Common Stock by non-employee directors of the Company.
Policy Statement:
It is the Company's policy to require that all non-employee directors of Comcast Corporation maintain a significant ownership position in Comcast Corporation publicly traded Common Stock, as defined in the guideline set forth herein.
I. Ownership Guideline
Non-employee directors will be required to own Comcast Corporation Common Stock equal in value to at least five (5) times a director’s annual retainer.
II. Ownership Defined
Ownership (for purposes of meeting the guideline) will be determined by summing the following amounts:
i.100% of the market value of stock owned (1) directly by the non-employee director or his or her spouse, (2) jointly by the non-employee director and his or her spouse and/or his or her children, and (3) indirectly by a trust for the benefit of the non-employee director, his or her spouse and/or his or her minor children
ii. 100% of the market value of the non-employee director's Deferred Stock Units under the Company's Deferred Stock Option Plan.
iii. 60% of the market value of the non-employee director's Stock Fund under the Company's Deferred Compensation Plan.
iv. 60% of the difference between the market price and the exercise price of the non-employee director's vested stock options under the Company's Stock Option Plans. (Note: A sale of a call covered by shares or vested options will be deemed a sale of the underlying shares or options and will therefore reduce the number of owned shares or vested options for purposes of this Policy).
v. 60% of the market value of stock vested and deferred under the Company's Restricted Stock Plan.
III. Valuation Date
Ownership as of any date for purposes of determining compliance with the guideline, will be calculated based on the closing price of the applicable class of stock as of the trading date prior to the date of determination.
IV. Grace Period
A non-employee director will be allowed a grace period to meet the guideline in full, from the date of initial election or appointment to the Board of Directors through the fifth December 31st thereafter, as set forth below (the "Grace Period"). For non-employee directors serving as of the original effective date of this Policy, November 1, 2003 shall be deemed to be such date. The Grace Period may be extended, and the required minimum holdings percentage may be reduced, at the discretion of the Governance and Directors Nominating Committee.
Non-employee directors may satisfy the guideline in part over the course of the Grace Period, as follows:
| December 31st Following Initial Election or Appointment | Required Minimum Holdings as a Percent of Guideline |
|---|---|
| 1st | 20% |
| 2nd | 40% |
| 3rd | 60% |
| 4th | 80% |
| 5th and Thereafter | 100% |
V. Compliance
A non-employee director will annually certify whether or not he or she is in compliance with this Policy both (i) as of December 31 each year and (ii) as of each date (if any) during each year on which the non-employee director sold or otherwise disposed of stock. Certifications will be provided to the Cable Division's Vice President - Compensation and Benefits using the Comcast Corporation Non-Employee Director Stock Ownership Policy Compliance Certification Form. A non-employee director is not required to purchase or otherwise acquire shares to come in to compliance with this Policy. The Governance and Directors Nominating Committee may determine that a non-employee director shall be deemed to be in compliance with this Policy in cases where any non-compliance occurs as a result: (a) solely or primarily of a decline of the market price of the stock; (b) of transactions made pursuant to hardship exceptions; (c) of a bona fide gift; and/or (d) of a diversification election made with respect to stock deferred under the Company’s Restricted Stock Plan.
VI. Non-Compliance
A non-employee director will not be permitted to sell stock until his or her holdings meet the applicable minimum requirement, and then only to the extent that the director’s remaining holdings do not fall below the applicable minimum requirement. Bona fide gifts and diversification elections made with respect to stock deferred under the Company’s Restricted Stock Plan shall not be deemed to be dispositions hereunder.
VII. Hardship Provision
Hardship exceptions may be made at the discretion of the Chair of the Governance and Directors Nominating Committee.
VIII. Administration and Interpretation
The Governance and Directors Nominating Committee reserves the right to interpret, change, amend, modify or terminate this Policy at any time.
Employee Stock Ownership Policy
Purpose:
To provide a guideline for the ownership of Comcast Corporation Common Stock by the Company’s named executive officers under Securities and Exchange Commission rules, Section 16 executive officers and non-executive employee directors.
Policy Statement:
It is the Company’s policy to require that its named executive officers, Section 16 executive officers and non-executive employee directors each maintain a significant ownership position in Comcast Corporation Common Stock, as defined in the applicable guideline set forth herein.
I. Ownership Guideline
The named executive officers, Section 16 executive officers and non- executive employee directors will be expected to own Comcast Corporation Common Stock based on the following applicable guideline:
| Position | Guideline |
|---|---|
| Chief Executive Officer, President and Chairman of the Board of Directors | At least 5 times base salary |
| Chief Operating Officer; Corporate Division Executive Vice Presidents; Non-executive employee directors | At least 3 times base salary |
| All other named executive officers and Section 16 executive officers | At least 1.5 times base salary |
Additional employees or categories of employees may be designated as being subject to this Policy from time to time by the Governance and Directors Nominating Committee of the Board of Directors.
II. Ownership Defined
Ownership (for purposes of meeting the applicable guideline) will be determined by summing the following amounts:
i. 100% of the market value of Comcast Corporation Common Stock owned(1) directly by the employee or his or her spouse, (2) jointly by the employee and his or her spouse and/or his or her children, and (3) indirectly by a trust for the benefit of the employee, his or her spouse and/or his or her minor children.
ii. 100% of the market value of the employee's Deferred Stock Units under the Company's Deferred Stock Option Plan
iii. 100% of the market value of Comcast Corporation Common Stock credited to the employee's account under the Company's Employee Stock Purchase Plan. (Note: Employees are required under this Policy to retain shares of Comcast Corporation Common Stock credited to his or her brokerage account under the Employee Stock Purchase Plan for a period of one hundred eighty (180) days from the date credited. Thereafter, any such shares may be disposed in accordance with law and this Policy).
iv. 60% of the market value of the employee's Stock Fund under the Company's Deferred Compensation Plan.
v. 60% of the difference between the market price and the exercise price of the employee's vested stock options under the Company's Stock Option Plans. (Note: A sale of a call covered by shares or vested options will be deemed a sale of the underlying shares or options and will therefore reduce the number of owned shares or vested options for purposes of this Policy).
vi. 60% of the market value of Comcast Corporation Common Stock owned in the Company's Retirement-Investment (401(k)) Plan
vii. 60% of the market value of Comcast Corporation Common Stock vested and deferred under the Company's Restricted Stock Plan.
III. Valuation Date
Ownership as of any date for purposes of determining compliance with the applicable guideline will be calculated based on the closing price of the applicable class of Comcast Corporation Common Stock as of the trading date prior to the date of determination. For this purpose, the closing price of the Class B Common Stock will be deemed to be the closing price of the Class A Common Stock or Class A Special Common Stock, whichever is lower.
IV. Grace Period
A subject employee will be allowed a grace period to meet the applicable guideline in full, from the date the employee first becomes subject to the Policy through the sixth December 31st thereafter, as set forth below (the "Grace Period"). The Grace Period may be extended, and the required minimum holdings percentage indicated below may be reduced, at the discretion of the Governance and Directors Nominating Committee
Subject employees may satisfy the guideline in part over the course of the Grace Period, as follows:
| December 31st Following Date Employee First Becomes Subject to Policy | Required Minimum Holdings as a Percent of Guideline |
|---|---|
| 2nd | 20% |
| 3rd | 30% |
| 4th | 50% |
| 5th | 70% |
| 6th and thereafter | 100% |
V. Compliance
A subject employee will annually certify whether or not he or she is in compliance with this Policy both: (i) as of December 31 prior to the year of the year in which the certification is made; and (ii) as of each date (if any) during the year prior to the year in which the certification is made on which the employee sold or otherwise disposed of stock. Certifications will be provided to the Cable Division's Vice President - Compensation and Benefits using the Comcast Corporation Employee Stock Ownership Policy Compliance Certification Form. A subject employee is not required to purchase or otherwise acquire shares to come in to compliance with this Policy. The Governance and Directors Nominating Committee may determine that a subject employee shall be deemed to be in compliance with this Policy in cases where any non-compliance occurs as a result: (a) solely or primarily of a decline of the market price of the stock; (b) of transactions made pursuant to hardship exceptions; (c) of a bona fide gift; and/or (d) of a diversification election made with respect to stock deferred under the Company’s Restricted Stock Plan.
VI. Non-Compliance
If a subject employee is not in compliance with this Policy, then he or she will not be permitted to sell or otherwise dispose of stock until his or her holdings meet the applicable minimum requirement, and then only to the extent that the employee's remaining holdings do not fall below the applicable minimum holding requirement. Bona fide gifts and diversification elections made with respect to stock deferred under the Company’s Restricted Stock Plans shall not be deemed to be dispositions hereunder.
VII. Hardship Provision
Hardship exceptions, upon the recommendation of senior management, may be made: (i) with respect to named executive officers, by the Chair of the Governance and Directors Nominating Committee; and (ii) with respect to all other subject employees, by the Corporate Division Executive Vice President having responsibility for administration.
VIII. Administration and Interpretation
The Governance and Directors Nominating Committee reserves the right to interpret, change, amend, modify or terminate this Policy at any time.
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