Comcast shareholders meeting on deck

Ahead of Comcast Corp.'s annual shareholder meeting today, four independent directors met privately last week with a major shareholder group that has complained about stock returns and compensation for Brian L. Roberts and other top executives.

The unpublicized session with officials of Chieftain Capital Management, which owns about 2 percent of the cable company's stock, worth $1.33 billion at yesterday's close, was held Thursday.

David L. Cohen, Comcast executive vice president, said yesterday that the four board members met with Chieftain "because our company is respectful of and interested in responsible shareholder input. We wanted to give them an opportunity to have their say."

Chieftain has criticized Comcast since January, when it called for the ouster of Brian Roberts, 48, the chief executive officer and chairman, to boost the stock price.

Cohen said Chieftain had been demanding a meeting with independent directors for some time, and that Brian Roberts and other top Comcast executives already met with Chieftain earlier in the year in addition to the meeting last week.

Glenn Greenberg, a cofounder of Chieftain, said in a phone interview yesterday that he recommended several changes to the Comcast's executive-compensation formula in a presentation to the Comcast board members.

The board members present were Joseph J. Collins, former chief executive of AOL/Time-Warner Interactive video; Judith Rodin, president of the Rockefeller Foundation and former University of Pennsylvania president; Michael I. Sovern, former president of Columbia University; and J. Michael Cook, a director at Eli Lilly & Co.

The recommendations included tying executive compensation to more aggressive performance goals, growth in free cash flow, improvements in operating areas such as customer service, higher returns on invested capital, and reasonable death benefits for Brian Roberts and his father, Ralph Roberts, a director and cofounder, who is 88.

Greenberg said the Robertses had been paid multimillion-dollar compensation packages while "creating nothing for shareholders."

Comcast has defended the Robertses' pay packages, saying the average cash portion during the last decade was just $5 million a year for each man.

Comcast shares have gained 113 percent since the beginning of 1998, which is roughly the period that Greenberg evaluated in a presentation for the directors.

The stock is down 31 percent from its peak in late 1999. But shares have risen this year. The gains came after the company announced in February a 25-cent-per-share annual stock dividend and said it would accelerate stock repurchases.

Comcast shares rose 5 cents yesterday to close at $22.09.

Chieftain began buying Comcast shares in 2002 and has bought and sold the company stock over time, Greenberg said. He said he would not attend the shareholders' meeting - scheduled to be held at the Wachovia Center - but would watch it via a Webcast.