The National Legal and Policy Center is proposing the appointment of an independent chair at Comcast to reduce Brian Roberts’ influence at the media giant.
“One person occupying both the Chair and CEO roles at the same time infuses that leader with an inordinate amount of insufficiently checked power,” the conservative-leaning lobbying firm wrote in a filing with the U.S. Securities and Exchange Commission on Friday. “Shareholders should vote to separate the Chair and CEO positions to restore accountability to the C-Suite, and appropriate oversight responsibilities to a stronger, more accountable Board of Directors.”
Additionally, NLPC is asking Comcast shareholders to vote against the company’s slate of board nominees at its annual meeting on June 18.
The proposal comes as President Donald Trump has publicly lashed out at Roberts, calling for him to be investigated after NBC News White House reporter Peter Alexander asked about the Pentagon’s decision to accept and use a Qatari-gifted jet as a Air Force One’s aircraft. Comcast and and its unit NBCUniversal have also faced scrutiny from the FCC, which launched an investigation into its DEI policies.
In its latest proxy statement, Comcast asked shareholders to vote against the “inflexible” proposal, arguing that it wouldn’t enhance independence or the company’s performance and could constrain its board of directors in exercising fiduciary duties.
“Currently, our Board believes that we and our shareholders are best served by having Mr. Roberts serve as Chairman and CEO – working together
with a strong Lead Independent Director. Mr. Roberts serves as an effective bridge between the Board and management and provides critical leadership for carrying out our strategic initiatives and confronting our challenges,” the company added. “Adopting a policy that mandates the separation of the offices of Chairman and CEO would not serve to augment this fiduciary duty.”
Comcast noted that the governance committee and board regularly review the leadership structure and that only one of its director nominees is no independent and that all board-level committees are chaired and composed entirely of independent directors. It also said that separating the roles of chairman and CEO are “minority practices” among S&P 100 companies.
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The NLPC argued that the idea that Comcast’s lead independent director Edward Breen offers any counterbalance or restraint to Roberts’ influence is “laughable,” citing the latter’s 33% share of the company’s voting rights. It also cited the Spencer Stuart Board Index, which found that 59% of S&P 500 companies had separate CEOs and board chairs in 2022, compared to 51% in 2017.
“Mr. Breen beneficially holds by far the least amount of Comcast shares among directors who have served on the Board longer than five years,” they said. “Only Thomas Baltimore, Louise Brady, and Wonya Lucas – each of whom joined the Board in March 2023 or later – retain fewer shares than Mr. Breen. One would think a 10-year Lead Independent Director would keep more “skin in the game” if he cared about being effective.”
Additionally, NLPC took aim at Comcast’s DEI policies, its relationship with China’s Beijing Shouhuan Cultural Tourism Investment Co. to build Universal Studios Beijing and blamed Roberts for the “downward trajectory” of NBCUniversal’s TV networks.
“MSNBC and many other of Comcast’s cable television networks have been so devalued under Mr. Roberts’s stewardship that the Board has decided to spin them off into another separate, publicly-traded company,” it continued. “Because NBC can still generate profitability from sports broadcast rights, and Bravo still holds some value due to programming quality that can be monetized, they will remain under Comcast’s control. However, it remains to be seen how the divestiture of MSNBC and CNBC from standard-bearer NBC, Peacock streaming and parent Comcast – all five of which enjoy the identity of the iconic rainbow-peacock logo – will retain viability.”
Lastly, NLPC claimed that Comcast shares’ performance have been “lethargic” relative to its competitors. Shares of the company have fallen 12.7% in the past five years, 11% in the past year, 7.6% year to date and 20% in the past six months.
“It’s clear Mr. Roberts and his family business need major adjustments,” the organization concluded. “We are certain that he won’t do the honorable thing and take the Company private at a fair price to shareholders, so the next-best thing is a vote to show that his inordinate power compared to his equity is wholly inappropriate and ineffective. Asking for an independent chair policy would send a message.”
Other proposals that will be voted on during the meeting include ratifying the appointment of Deloitte & Touche LLP as its independent auditors, an advisory vote on executive compensation and consideration of adding a “CEO pay ratio factor” in executive compensation.
