8-KLeadership ChangesExhibits & Filings

COMCAST CORP 8-K Report, Executive Changes (May 11, 2015)

Filed May 11, 2015For Securities:CMCSACCZ

Summary

Comcast Corporation (CMCSA) announced a significant change in its executive leadership with the appointment of Michael J. Cavanagh as Senior Executive Vice President and Chief Financial Officer, effective by July 6, 2015. This transition involves Michael J. Angelakis stepping down from his CFO role to serve as a Senior Advisor, aiding in the transition. Mr. Cavanagh brings substantial financial experience from his previous roles at The Carlyle Group and JP Morgan Chase & Co., including extensive experience as a CFO and in investment banking. Investors should note the terms of Mr. Cavanagh's employment agreement, which includes substantial signing bonuses in the form of restricted stock units valued at $10 million and $2.5 million, along with a $10 million contribution to a deferred compensation plan. His 2015 compensation will be prorated, with a base salary of $1.8 million and a significant bonus opportunity. The agreement also outlines post-termination benefits and includes standard restrictive covenants. This appointment signals a new phase for Comcast's financial leadership and strategy.

Key Highlights

  • 1Michael J. Cavanagh appointed as new CFO, effective by July 6, 2015.
  • 2Michael J. Angelakis transitions from CFO to Senior Advisor role.
  • 3Cavanagh has extensive financial background from The Carlyle Group and JP Morgan Chase.
  • 4Significant signing bonus for Cavanagh includes $10M restricted stock units vesting over 13 months.
  • 5Additional performance-based restricted stock units totaling $2.5M with phased vesting.
  • 6Substantial $10M contribution to Cavanagh's deferred compensation plan with clawback provisions.
  • 72015 base salary set at $1.8M with a 300% cash bonus opportunity.

Frequently Asked Questions

Michael J. Cavanagh has been appointed as the new Senior Executive Vice President and Chief Financial Officer. He is expected to assume his role by July 6, 2015.

Mr. Cavanagh receives a signing bonus including $10 million in restricted stock units (RSUs) vesting after 13 months, $2.5 million in performance-based RSUs with staged vesting, and a $10 million deferred compensation contribution. For 2015, his base salary is $1.8 million with a bonus opportunity of 300% of his base salary. Future compensation through 2019 is also detailed.

Michael J. Angelakis will step down as CFO and will serve as a Senior Advisor to Comcast. He will assist in the transition period for a mutually agreed-upon duration.

Yes, the $10 million deferred compensation contribution is subject to a 100% clawback if employment is terminated by the company for cause or by him without good reason within the first 12 months, and a 50% clawback if such termination occurs between 12 and 24 months after employment begins.