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Comcast's Two Roberts Gorge, Shareholders Starve: Graef Crystal

Commentary by Graef Crystal


April 16 (Bloomberg) -- Here's the key to understanding pay- for-performance at Comcast Corp., the biggest U.S. cable- television company: Like father Ralph Roberts, like son Brian Roberts.

The equation works something like this. The Roberts gets paid a bundle, shareholders get shortchanged.

For 2007, the younger Roberts received total pay that I estimate at $24.5 million. The senior Roberts, though he hasn't been chief executive officer since 2002 and is now 88 years old, beat his son by $700,000.

So what do you get for $50 million? Well, for openers, you get a negative total return of 35 percent, in a year when the return on the Standard & Poor's 500 Index was a positive 5.5 percent.

In fairness, you also get a nice set of diluted earnings per share figures -- 83 cents in 2007 versus 53 cents in 2006. And you get a nice rise in operating income, to $5.6 billion in 2007 from $4.6 billion in 2006.

But shareholders can't eat EPS. Nor can they eat operating income. They can only eat share price appreciation and dividends.

Bottom line: Shareholders of the Philadelphia-based company starved in 2007.

But then starving has become something of a way of life for them.

Consider these stats, which I collected over the 15-year period ending Dec. 31, 2007, a period that embraces the last part of Ralph Roberts' tenure as CEO and almost all of Brian Roberts' tenure in the job.

Steady Underperformance

-- Working with 15 narrowing time windows, stretching from 15 years to one year, with all time windows ended Dec. 31, 2007, I found that Comcast underperformed the S&P 500 in all but two of the 15 periods. More than that, total returns for Comcast were negative in seven of the nine narrowest time windows.

-- Comcast does better in 15 single-year comparisons, beating the S&P 500 in six different years. But during the five single years ended Dec. 31, 2007, a period almost identical with Brian Roberts' tenure (he got the job in November 2002), Comcast underperformed the S&P 500 three years out of five and delivered a negative single-year return in two years of the five.

So how do the two Roberts get away with this kind of performance?

The answer is simple: They control the company. There are 2 billion Class A shares, with each getting only 0.1384 vote. But the Roberts own all of the 9.4 million Class B shares, and each of those shares gets 15 votes. There are also 944 million shares that have no voting rights. The result: While owning just 0.32 percent of all shares outstanding, the Roberts control 33.3 percent of the total votes.

Lunch Break

Combine that with an out-to-lunch compensation committee headed by Rockefeller Foundation President Judith Rodin and you have a pay shipwreck.

Some further comments on pay at Comcast:

-- Brian Roberts has an effective base salary of $4.8 million, consisting of his $2.6 million paid currently and another $2.2 million deferred. In a search of CEO base salaries in 6,888 companies followed by Equilar Inc., I could find only a single CEO who had a higher base salary. That was News Corp.'s Rupert Murdoch, with a base of $8.1 million. Perhaps not coincidentally, News Corp. is in Comcast's pay comparator group.

Life Policy

-- Roberts also has a $223 million life insurance policy. At about 46 times his annual salary, that just a bit more than the two-to-four times salary coverage offered at most companies.

-- Comcast credits him with 12 percent interest each year on his deferred compensation. That's more than double the 5.25 percent prime rate interest that most companies offer on deferrals.

-- In setting top executive pay levels, the compensation committee starts with a target of paying at the 75th percentile, or more than all but 25 percent of roughly three-dozen companies in its pay peer group. In its report to shareholders, the committee cites the need to ``attract and retain the best and brightest senior executives,'' something that it arguably hasn't done given the company's performance. Yet the committee says that current pay levels are even higher than the so-called 75th percentile position at which it desires to be.

There is some good news, though. The elder Roberts is dropping his annual pay to $1, starting this year. And Comcast does have extra-long vesting periods imbedded in its stock options and free shares so as to encourage more true long-term thinking.

Still, Comcast's compensation committee needs to apply the defibrillator paddles to its own members. Maybe that will jolt them to life and stir them to cut Brian Roberts's pay package in periods like 2007, when he was worth only a small piece of what he received.

(Graef Crystal is a columnist for Bloomberg News. The opinions expressed are his own.

To contact the writer of this column: Graef Crystal in Santa Rosa, California at at graefc@bloomberg.net.

Last Updated: April 16, 2008 00:01 EDT

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