Comcast Corporation
12/23/2025 | Press release | Distributed by Public on 12/23/2025 16:20
Management Change/Compensation (Form 8-K)
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 19, 2025, Comcast Corporation (the "Company") entered into a new employment agreement (the "Agreement") with Michael J. Cavanagh in connection with his upcoming appointment as Co-Chief Executive Officer of the Company on January 2, 2026. The Agreement secures Mr. Cavanagh's employment through January 1, 2029.
Under the terms of the Agreement, Mr. Cavanagh will be entitled to an annual base salary of $2,750,000; his annual performance-based cash bonus target will continue to be 300% of his base salary. In connection with entering into the Agreement, Mr. Cavanagh also received an award of performance-based restricted stock units (the "Performance Award") that was valued at approximately $35 million, with the number of shares determined by using a five-day volume weighted-average price of Class A common stock for the period ending the day before the record date for the planned Versant spin-off. The Performance Award will cliff vest after a three-year period upon satisfaction of both time-based and performance-based conditions, with the performance-based component being generally consistent with metrics used in our annual equity compensation program. The Performance Award provides that if Mr. Cavanagh resigns from the Company for Good Reason or his employment is terminated by the Company without Cause (as such terms are defined in the Agreement), then the Performance Award will vest for an additional 24 months and on a pro-rata basis based on actual performance. In the event of Mr. Cavanagh's termination of employment due to death or disability, the Performance Award will vest in full based on target performance (in the case of death) or actual performance (in the case of disability).
The foregoing description of the Agreement and the Performance Award is a summary and is qualified in its entirety by reference to the full text of the Agreement (which will be filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ending December 31, 2025) and form of performance-based restricted stock unit award agreement previously filed as an exhibit to our Annual Report on Form 10-K.
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