DEF 14A of Broadcom Inc., Feb 17, 2023

DEF 14A of Broadcom Inc.

Filed Feb 17, 2023 · FY20220001140361-23-007640

Open on EDGAR

  1. 2023 Director Nominees

    2023 Director Nominees

  2. 2023 Director Nominees

    | | | Committees | | | | | Name | Independent | Audit | Compensation | NESG | Executive | | Diane M. Bryant | ü | | | | | | Gayla J. Delly | ü | | | | | | Raul J. Fernandez | ü | | | | | | Eddy W. Hartenstein (Lead Independent Director) | ü | | | | | | Check Kian Low | ü | | | | | | Justine F. Page | ü | | | | | | Henry Samueli, Ph.D. (Chairman of the Board) | | | | | | | Hock E. Tan (President & CEO) | | | | | | | Harry L. You | ü | | | | | | Member Chairperson | | | | | |

  3. Executive Compensation Program Governance

    | | Best Practices We Employ | Practices We Do Not Employ | | ü | Majority of named executive officer compensation tied to long-term performanceX | No excessive risk taking in incentive plan design | | ü | Performance metrics directly tied to value creation for stockholdersX | No re-pricing of underwater stock options without stockholder approval | | ü | Caps on cash and equity incentive plan payoutsX | No excise tax gross-ups | | ü | Annual risk assessment of compensation programsX | No supplemental retirement or pension benefits | | ü | Engagement of an independent compensation consultantX | No guaranteed bonuses | | ü | CEO compensation reviewed and approved by the independent directorsX | No “single trigger” change in control payments or benefits | | ü | Robust stock ownership guidelines for executive officers and directorsX | No hedging or pledging of stock by employees and directors |

  4. Compensation Committee

    | Members | Primary Responsibilities | | Meetings in Fiscal Year 2022 | | Harry L. You (Chair) Diane M. Bryant Check Kian Low Eddy W. Hartenstein | • | Determine executive officer (other than our CEO) base and incentive compensation | 5 | | | • | Recommend to the independent directors of our Board CEO base and incentive compensation | | | | • | Design (in consultation with management or our Board) and evaluate compensation plans, policies and programs | | | | • | Administer equity-based plans and approve the terms of equity-based grants pursuant to those plans | | | | • | Confirm that compensation policies and practices do not encourage unnecessary risk taking | | | | • | Review and discuss, at least annually, the relationship between risk management policies and practices, business strategy and officers’ compensation | | | | • | Establish and periodically review policies concerning perquisite benefits | | | | • | Review and approve all employment agreements, severance and change-in-control arrangements and perquisites for officers and other executives, other than our CEO, and recommend to the independent members of our Board such agreements and perquisites relating to our CEO | | | | • | Evaluate and provide input on CEO and senior management succession planning | | | | • | Review and make recommendations to our Board regarding compensation for non-employee directors | | | | • | Establish and periodically review stockholder ownership guidelines | | | | • | Provide oversight over the Compensation Committee’s compensation consultant | |

  5. Director Compensation

    Director Compensation On an annual basis, the Compensation Committee reviews our non-employee director compensation, with input from its independent compensation consultant regarding market practice and the competitiveness of our non-employee director compensation. Our Board approves any changes to our non-employee director compensation, taking into consideration the recommendations of the Compensation Committee and based on its own review. Our non-employee directors receive cash and equity compensation in consideration for their service on our Board, as set forth in more detail below. Our non-employee directors do not receive any non-equity incentive compensation or participate in any company pension plan or deferred compensation plan. Dr. Samueli has declined all compensation, including equity awards, for his service on our Board and as its Chairman. However, we provide Dr. Samueli with administrative support in connection with the discharge of his duties as Chairman. We do not compensate Mr. Tan for his service on our Board or any committee of our Board.

  6. Equity Compensation

    Equity Compensation Our non-employee directors are also entitled to receive the following equity awards:

  7. Equity Compensation

    | • | upon appointment to our Board, an initial RSU award using a target value of $250,000, prorated based on the expected portion of a year to be served between the time of such director’s appointment and the anticipated date of our annual meeting of stockholders immediately following the director’s appointment; and | | • | an annual RSU award using a target value of $250,000, to be granted on the date of each annual meeting of stockholders, subject to the director’s re-election at such meeting. |

  8. Equity Compensation

    To determine the number of shares of common stock granted pursuant to such awards, the value of the award is divided by the average of our per share closing market prices quoted on the Nasdaq Global Select Market over 30 calendar days immediately preceding the grant date. These RSU awards vest in full on the earlier of (i) the first anniversary of the grant date or (ii) the date on which the annual meeting of stockholders immediately following the grant date is held, subject to the director’s continued service on our Board.

  9. Director Compensation for Fiscal Year 2022

    Director Compensation for Fiscal Year 2022 The following table sets forth the compensation earned by our non-employee directors during Fiscal Year 2022.

  10. Director Compensation for Fiscal Year 2022

    | Name | Fees Earned or Paid in Cash | Stock Awards(1) | Total | | Diane M. Bryant | $100,000 | $255,474 | $355,474 | | Gayla J. Delly | $115,000 | $255,474 | $370,474 | | Raul J. Fernandez | $115,000 | $255,474 | $370,474 | | Eddy W. Hartenstein | $223,125 | $255,474 | $478,599 | | Check Kian Low | $110,000 | $255,474 | $365,474 | | Justine F. Page | $130,000 | $255,474 | $385,474 | | Harry L. You | $124,375 | $255,474 | $379,849 |

  11. Director Compensation for Fiscal Year 2022

    | Represents the grant date fair value of RSU awards granted in Fiscal Year 2022, determined in accordance with Accounting Standards Codification Topic Number 718 (“ASC 718”), which is the closing market price of Broadcom common stock on the date of grant, reduced by the present value of dividends expected to be paid on Broadcom common stock prior to vesting. The amounts shown represent the grant date fair value of a RSU award for 413 shares of common stock granted to the director on April 4, 2022 following his or her election to our Board. The table below shows the aggregate number of shares of common stock underlying RSU awards held by our non-employee directors as of October 30, 2022:(1) |

  12. Director Compensation for Fiscal Year 2022

    | Name | Number of Shares Underlying RSUs | | Diane M. Bryant | 413 | | Gayla J. Delly | 413 | | Raul J. Fernandez | 413 | | Eddy W. Hartenstein | 413 | | Check Kian Low | 413 | | Justine F. Page | 413 | | Harry L. You | 413 |

  13. Director Compensation for Fiscal Year 2022

    | Broadcom Inc. | 15 |

  14. Director Nominees

    Director Nominees Our Board is comprised of nine directors and our directors are to be elected each year at the annual meeting of stockholders. Upon the recommendation of the NESG Committee, our Board nominated the nine individuals below for election as directors, all of whom are currently directors. Stockholders may not vote their proxies for a greater number of persons than the number of director nominees provided below. Our Board expects that each of the director nominees will be available to serve as a director. In the event a director nominee resigns or otherwise becomes unwilling or unable to serve after the mailing of the Internet Notice but before the Annual Meeting, our intention would be to make a public announcement of such resignation and either reduce the size of our Board or appoint a substitute nominee, in accordance with our Amended and Restated Bylaws (the “Bylaws”). If we reduce the size of our Board, this would reduce the number of nominees to be elected at the Annual Meeting. Votes received in respect of such director would not be counted in such circumstances. In the event that we instead propose to elect a substitute nominee at the Annual Meeting to fill any such vacancy, it is intended that the shares represented by the proxy will be voted for such substitute nominee. Our Board believes that each director nominee has the experience, qualification, integrity, diversity of background and understanding of our business and industries required for service on our Board. Our Board, in consultation with the NESG Committee, also believes that each director nominee has demonstrated the willingness and the ability to dedicate sufficient time and attention to fulfill the responsibilities required as a director and that the service with other public companies does not and will not impact service on our Board. The biographical information of each director nominee provided below is as of February 6, 2023.

  15. Director Nominees

    | Diane M. Bryant | | | Independent Director Director Since: 2019 Board Committees: • Compensation Age: 60 | Ms. Bryant has served as Chief Executive Officer of NovaSignal Corp. since January 2020. She was Chief Operating Officer of Google Cloud (cloud computing services) from December 2017 to July 2018. Prior to Google Cloud, she held several executive leadership positions at Intel Corporation, including as Group President in 2017 and Executive Vice President and General Manager from January 2012 to July 2017 of the Data Center Group, the worldwide organization that develops server, storage and network platforms for the digital services economy, and Corporate Vice President and Chief Information Officer from 2008 to 2012. She also serves on the Chancellor’s Board of Advisors at the University of California at Davis. Ms. Bryant served as a director of United Technologies Corporation from January 2017 until its acquisition by Raytheon Company in April 2020. Qualifications: Ms. Bryant brings semiconductor, manufacturing/supply chain, software/cloud computing, technology/innovation, global business, cybersecurity, business development and strategy, and executive leadership expertise to the Board from serving as Chief Executive Officer at NovaSignal, accelerating the scale and reach of Google Cloud’s business, and from her extensive business leadership experience at Intel Corporation, as well as her public company board and committee experience. |

  16. Director Nominees

    | 16 | 2023 Proxy Statement |

  17. Director Nominees

    | Gayla J. Delly | | | Independent Director Director Since: 2017 Board Committees: • Audit • NESG Age: 63 | Ms. Delly served as Chief Executive Officer of Benchmark Electronics Inc., a company that provides contract manufacturing, design, engineering, test and distribution services to manufacturers of computers, medical devices, telecommunications equipment and industrial control and test instruments, from 2012 to 2016. She also held several executive leadership positions at Benchmark, including as President from 2006 to 2011, Executive Vice President and Chief Financial Officer from 2001 to 2006, and Corporate Controller and Treasurer from 1995 to 2001. She is a certified public accountant and was a senior audit manager at KPMG before joining Benchmark. Ms. Delly currently serves as a director of Flowserve Corporation and National Instruments Corporation. She also served as a director of Benchmark from 2011 to 2016. Qualifications: Ms. Delly brings semiconductor, manufacturing/supply chain, technology/innovation, global business, business development and strategy, executive leadership and finance/accounting expertise to the Board from her experience in senior executive and financial management positions, organizational management, international manufacturing and accounting, as well as her public company board and committee experience. |

  18. Director Nominees

    | Raul J. Fernandez | | | Independent Director Director Since: 2020 Board Committees: • Audit • NESG Age: 56 | Mr. Fernandez has served as Vice Chairman and owner of Monumental Sports & Entertainment, a private partnership that co-owns the National Basketball Association’s Washington Wizards, the National Hockey League’s Washington Capitals, the Women’s National Basketball Association’s Washington Mystics and the Wizards District Gaming NBA 2K team and co-owns and operates the Capital One Arena in Washington, DC, since 2010. He is a Special Advisor to and a Limited Partner of Carrick Capital Partners, a private equity firm, and a member of the Strategic Advisory Board and a Limited Partner of Volition Capital, a growth equity firm. He was Chairman and Chief Executive Officer of ObjectVideo, Inc., a developer of intelligent video surveillance software, from January 2004 to March 2017. He founded and was Chief Executive Officer of Proxicom, Inc., a global provider of e-commerce solutions for Fortune 500 companies, from its inception in 1991 until its acquisition in 2001. He was also a member of President George W. Bush’s Council of Advisors on Science and Technology. Mr. Fernandez currently serves as a director of DXC Technology Company. He also served as a director of Capitol Investment Corp. V from October 2020 to July 2021, GameStop Corp. from April 2019 to June 2021 and Kate Spade & Co. from 2001 until its acquisition by Coach, Inc. in July 2017, and as Chairman of the board of Proxicom from 1991 until its acquisition in 2001. Qualifications: Mr. Fernandez brings software/cloud computing, cybersecurity, technology/innovation, global business, business development and strategy, executive leadership and finance/accounting expertise to the Board from his more than two decades of extensive operating experience and executive leadership, his experience as a founder and chief executive officer of technology and software companies, and his familiarity in government affairs, as well as his public company board and committee experience. |

  19. Director Nominees

    | Broadcom Inc. | 17 |

  20. Director Nominees

    | Eddy W. Hartenstein | | | Lead Independent Director since 2018 Director Since: 2016 Board Committees: • Compensation • NESG (Chair) • Executive Age: 72 | Mr. Hartenstein served as the publisher and Chief Executive Officer of the Los Angeles Times from 2008 to 2014. He was President and Chief Executive Officer from 2011 to 2013 and co-President from 2010 to 2011 of the Tribune Company. He was Chief Executive Officer from 2001 to 2004 and President from its inception in 1990 to 2001 of DIRECTV Inc. Mr. Hartenstein currently serves as lead independent director on the board of SIRIUS XM Holdings Inc. He also served as a director of TiVo Corporation from September 2016 until its acquisition by Xperi Corporation in June 2020, Tribune Publishing Company from August 2014 to May 2020, Yahoo, Inc. from April 2016 to June 2017, Broadcom Corporation from 2008 to 2016, Rovi Corporation from 2015 until its acquisition by TiVo Corporation in 2016, and SanDisk Corporation from 2005 to until its acquisition by Western Digital Corporation in 2016, and as Vice Chairman of the board of The DIRECTV Group Inc. from 2003 to 2004 and Chairman of the board of DIRECTV Inc. from 2001 to 2004. Qualifications: Mr. Hartenstein brings semiconductor, technology/innovation, global business, business development and strategy, executive leadership and finance/accounting expertise to the Board from serving as Chief Executive Officer of the Los Angeles Times, the Tribune Company and DIRECTV and his extensive executive leadership in successfully creating and entering new markets and organizational management, as well as his considerable public company board and committee experience at various global technology companies. |

  21. Director Nominees

    | Check Kian Low | | | Independent Director Director Since: 2016 Board Committees: • Compensation • NESG Age: 63 | Mr. Low has served as a founding partner and director of NewSmith Capital Partners LLP, an independent partnership providing corporate finance advice and investment management services, for which he manages the Asia Pacific offices, since 2003. He is an owner and director of Cluny Capital Limited (BVI) since 2007. He has also served as Special Advisor to Singapore Telecommunications Limited since October 2021. Prior to founding NewSmith in 2003, he held various positions at Merrill Lynch & Co., including as Senior Vice-President, member of the Executive Management Committee and Chairman for the Asia Pacific Region. Mr. Low also serves as a trustee of the Nanyang Technological University and Singapore London School of Economics Trust. Mr. Low served as a director of Singapore Telecommunications Limited from May 2011 to July 2021 and Neptune Orient Lines Limited from 2011 to 2016. Qualifications: Mr. Low brings global business, business development and strategy, executive leadership and finance/accounting expertise to the Board from his considerable executive management, global business and financial and investment experience, as well as his public company board and committee experience. |

  22. Director Nominees

    | 18 | 2023 Proxy Statement |

  23. Director Nominees

    | Justine F. Page | | | Independent Director Director Since: 2019 Board Committees: • Audit (Chair) • Executive Age: 60 | Ms. Page served as Vice President of Finance, Chief Financial Officer and Secretary of Integrated Circuit Systems, Inc. (“ICS”), a publicly-traded timing solutions IC company, from 1999 until its acquisition by Integrated Device Technology, Inc. in 2005. She also held several leadership positions at ICS, including as Director of Finance and Administration and Assistant Treasurer from 1993 to 1999. She holds a B.A. degree in accounting from Immaculata College and a Master of Taxation degree from Villanova University. Ms. Page served as a director of Broadcom Limited from 2016 to 2017, SunEdison Semiconductor Limited from 2014 to 2016 and Avago Technologies Limited from 2008 to 2016. Qualifications: Ms. Page brings semiconductor, manufacturing/supply chain, global business, executive leadership and finance/accounting expertise to the Board from serving as Chief Financial Officer of ICS, her leadership positions in finance at semiconductor companies and her education and training in accounting, as well as her public company board and committee experience. |

  24. Director Nominees

    | Henry Samueli, Ph.D. | | | Chairman of the Board since 2018 Director Since: 2016 Board Committees: • Executive (Chair) Age: 68 | Dr. Samueli served as our as Chief Technical Officer from February 2016 to December 2018. He co-founded Broadcom Corporation and was Chief Technical Officer from its inception in 1991 to 2008 and 2009 to 2016, a technology advisor from 2008 to 2009, and Vice President of Research and Development from 1991 to 2003. He is also the co-owner of the National Hockey League’s Anaheim Ducks since 2005. He is a Professor in the Electrical and Computer Engineering Department at the University of California, Los Angeles since 1985 (on leave of absence since 1995) and a Distinguished Adjunct Professor in the Electrical Engineering and Computer Science Department at the University of California, Irvine since 2003. Prior to Broadcom Corporation, he co-founded and was Chief Scientist at PairGain Technologies from 1988 to 1994. He held various engineering and management positions in the Electronics and Technology Division of TRW, Inc. from 1980 to 1985. He is a Fellow of the Institute of Electrical and Electronics Engineers (IEEE), a Fellow of the American Academy of Arts and Sciences, a Fellow of the National Academy of Inventors and a Member of the National Academy of Engineering. Dr. Samueli served as Chairman and Co-Chairman of the board of Broadcom Corporation from 2011 to 2016 and from 1991 to 2008. Qualifications: Dr. Samueli brings semiconductor, manufacturing/supply chain, technology/innovation, global business, business development and strategy, and executive leadership expertise to the Board from co-founding Broadcom Corporation and PairGain Technologies, his over 40 years of engineering and management experience in the fields of communications systems and semiconductors, serving as Chief Technical Officer and his understanding of our technologies, business and industry. |

  25. Director Nominees

    | Broadcom Inc. | 19 |

  26. Director Nominees

    | Hock E. Tan | | | President & CEO Director Since: 2006 Board Committees: • Executive Age: 71 | Mr. Tan has served as our President and CEO since March 2006. He was President and Chief Executive Officer at Integrated Circuit Systems, Inc. (“ICS”), a publicly-traded timing solutions IC company, from 1999 until its acquisition by Integrated Device Technology (“IDT”) in 2005. He also served in a number of executive positions at ICS, including as Chief Operating Officer from 1996 to 1999 and Senior Vice President and Chief Financial Officer from 1995 to 1999. He was Vice President of Finance at Commodore International, Ltd. from 1992 to 1994, and held senior management positions at PepsiCo, Inc. and General Motors Corporation. He was also managing director of Pacven Investment, Ltd., a venture capital fund in Singapore, from 1988 to 1992, and was managing director of Hume Industries Ltd. in Malaysia from 1983 to 1988. Mr. Tan was Chairman of the board of IDT, a publicly-traded semiconductor company, following its acquisition of ICS from 2005 to 2008. Qualifications: Mr. Tan brings semiconductor, software/cloud computing, manufacturing/supply chain, technology/innovation, global business, cybersecurity, business development and strategy, executive leadership and finance/accounting expertise to the Board from serving as our President and CEO and President and Chief Executive Officer of ICS and his extensive executive leadership in the technology and semiconductor industry and organizational management, as well as serving as Chairman of the board of IDT. |

  27. Director Nominees

    | 20 | 2023 Proxy Statement |

  28. Director Nominees

    | Harry L. You | | | Independent Director Director Since: 2019 Board Committees: • Audit • Compensation (Chair) • Executive Age: 63 | Mr. You has served as Co-Chief Executive Officer of dMY Squared Technology Group (“dMY Squared”) since March 2022. He was Chief Financial Officer from September 2016 to August 2019 and President in May 2019 and from September 2016 to February 2019 of GTY Technology Holdings Inc., a software as a service company that offers cloud-based solutions for the public sector. He was Executive Vice President in the Office of the Chairman of EMC Corporation from 2008 to 2016. When Mr. You joined EMC in 2008, he oversaw corporate strategy and new business development, including mergers and acquisitions, joint ventures and venture capital activity. He was Chief Executive Officer from 2005 to 2007 and Interim Chief Financial Officer from 2005 to 2006 of BearingPoint Inc. He was Executive Vice President and Chief Financial Officer of Oracle Corporation from 2004 to 2005. Prior to joining Oracle, he held several key positions in finance, including as Chief Financial Officer of Accenture Ltd. and managing director in the Investment Banking Division of Morgan Stanley. He has also served as a trustee of the U.S. Olympic Committee Foundation since 2016. Mr. You currently serves as a director of Coupang, Inc. and IonQ, Inc. Mr. You is also Chairman of the board of dMY Technology Group, Inc. VI and dMY Squared, each a special purpose acquisition company. |

  29. Director Nominees

    | Mr. You served as Vice Chairman of the board of GTY from February 2019 to July 2022 and as director of Genius Sports Limited from April 2021 to December 2022, Rush Street Interactive, Inc. from September 2019 to June 2022, dMY Technology Group, Inc. II (a special purpose acquisition company) from June 2020 to April 2021, dMY Technology Group, Inc. IV (a special purpose acquisition company) from December 2020 to December 2021, and Korn/Ferry International from 2005 to 2016. Qualifications: Mr. You brings software/cloud computing, global business, cybersecurity, business development and strategy, executive leadership and finance/accounting expertise to the Board from serving as chief financial officer of multi-national companies, his extensive experience in mergers and acquisitions, financial and strategic planning, public company financial management, cybersecurity and organizational management and his executive leadership positions at various technology-driven companies, as well as his public company board and committee experience. |

  30. Director Nominees

    Our Board recommends a vote FOR the election of each of the director nominees.

  31. Director Nominees

    | Broadcom Inc. | 21 |

  32. Director Nominees

    PROPOSAL 2: RATIFICATION OF AUDITORS PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Audit Committee is responsible for the appointment, compensation, retention and oversight of the independent auditors retained to audit our consolidated financial statements. The Audit Committee has reappointed PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for Fiscal Year 2023. Our Board and the Audit Committee believe that the continued retention of PwC is in the best interests of Broadcom and our stockholders. We expect a representative from PwC to be present at the Annual Meeting. This representative will have the opportunity to make a statement if the representative so desires and is expected to be available to respond to appropriate questions. Our stockholders are not required to ratify the appointment of PwC as our independent auditors. However, we are submitting the appointment of PwC to our stockholders for ratification as a matter of good corporate practice. In the event of a negative vote, the Audit Committee will reconsider whether or not to continue to retain PwC. Even if the appointment is ratified, the Audit Committee, in its discretion, may change the appointment at any time during the year if it determines that such a change would be in the best interests of Broadcom and our stockholders.

  33. Overview

    Overview Our Board is asking our stockholders to approve an amendment and restatement of the 2012 Stock Incentive Plan (the “2012 Plan”) to increase the number of shares of common stock authorized for issuance by 25,000,000 shares and extend the time period for which we may grant incentive stock options to February 6, 2033. On February 6, 2023, our Board approved amending and restating the 2012 Plan, subject to stockholder approval. A copy of the 2012 Plan is attached to this Proxy Statement as Appendix B. The 2012 Plan was originally adopted by the board of directors and shareholders of Broadcom Corporation in 2012. Our Board subsequently amended and restated the 2012 Plan in February 2021 to have terms consistent with good governance and stockholder interests, such as reducing the number of shares of common stock authorized for issuance. The 2012 Plan was last approved by our stockholders on April 5, 2021. Our Board approved amending and restating the 2012 Plan so that we could continue to grant equity awards to eligible participants. Competition for top talent is significant in many locations and the semiconductor and technology industries in which we operate. Granting equity awards is a key factor in attracting, motivating and retaining top talent, and is a common benefit offered by our competitors. We view equity awards as a highly-valued benefit that is necessary for Broadcom to effectively compete with other companies and is critical to our continued success. We believe granting equity awards to a vast majority of our employees is one of the main reasons why our global voluntary attrition rate in Fiscal Year 2022 was approximately 6.5%, which is below the technology industry benchmark (AON, 2022 Salary Increase and Turnover Study — Second Edition, September 2022). Broadcom is different than other companies because we grant equity awards to a vast majority of our employees. It is important to Broadcom that our employees align their interests with our stockholders and share in Broadcom’s success through equity awards. Broadcom also has a history of acquiring companies and businesses. We are proud that many knowledgeable and talented employees from our acquired companies and businesses have decided to join Broadcom. We believe granting equity awards assists in the successful and rapid integration of our employees who join Broadcom through acquisitions, as well as in retaining them. After our 2021 annual meeting, we have granted equity awards to eligible participants only under the 2012 Plan. As of the Record Date, 19,777,761 shares remained available for issuance under the 2012 Plan. The proposed increase in the number of shares of common stock authorized for issuance represents approximately 6.0% of our 416,923,260 shares of common stock outstanding as of January 29, 2023. We expect the number of shares of common stock authorized for issuance under the 2012 Plan will be reduced further in March 2023 due to grants of regular annual equity awards to a vast majority of our employees, including the recipients of the 2019 Multi-Year Equity Awards. In January 2019, we granted the 2019 Multi-Year Equity Awards to a vast majority of our employees, including our executive officers. Because the 2019 Multi-Year Equity Awards vest on the same basis as if four annual equity grants were made on March 15 of each year, beginning in 2019, the recipients of the 2019 Multi-Year Equity Awards have not received regular annual equity awards since 2019. However, the recipients of the 2019 Multi-Year Equity Awards will be eligible to receive equity awards again in March 2023. As such, we believe that it is prudent to replenish the share reserve in the 2012 Plan at this time. The ability to grant equity awards under the 2012 Plan to the recipients of the 2019 Multi-Year Equity Awards is necessary to motivate and retain them and to generate stockholder value.

  34. Information Regarding Equity Awards under Broadcom’s Equity Plans

    Information Regarding Equity Awards under Broadcom’s Equity Plans

  35. Outstanding Awards and Share Reserve under the Equity Plans

    Outstanding Awards and Share Reserve under the Equity Plans The following table includes information regarding outstanding equity awards (with PSUs included at the maximum performance level) and shares available for future grants under the 2012 Plan, the Avago Technologies Limited 2009 Equity Incentive Plan (the “Avago Plan”) and LSI Corporation 2003 Equity Incentive Plan (the “LSI Plan”) as of January 29, 2023:

  36. Outstanding Awards and Share Reserve under the Equity Plans

    | | 2012 Plan | LSI Plan(1) | Avago Plan(2) | | Total shares underlying outstanding stock options | 1,575 | 1,863 | — | | Weighted average exercise price of outstanding stock options | $203.16 | $47.76 | — | | Weighted average remaining contractual life of outstanding stock options, in years | 4.87 | 3.73 | — | | Total shares underlying outstanding unvested restricted stock, RSUs and PSUs | 14,130,291 | 43,000 | 3,479,770 | | Total shares currently available for grant | 19,766,027 | — | — |

  37. Outstanding Awards and Share Reserve under the Equity Plans

    | Following our 2021 annual meeting, we do not grant equity awards under the LSI Plan.(1) |

  38. Dilution, Burn Rate and Overhang under the Equity Plans

    | | Fiscal Year | | | Three-Year Average (Fiscal Years 2020-2022) | | | 2022 | 2021 | 2020 | | | Stock Options Granted | 13,463 | — | 7,501 | | | RSUs and PSUs Granted | 10,548,827(1) | 9,882,370(2) | 10,361,745(3) | | | Gross Burn Rate | 2.6% | 2.4% | 2.6% | 2.5% | | Options Cancelled/Forfeited | 8,211 | 1,845 | 1,651 | | | RSUs and PSUs Cancelled/Forfeited | 2,511,792(4) | 2,846,727(5) | 2,099,329(6) | | | Net Burn Rate | 2.0% | 1.7% | 2.1% | 1.9% | | Total shares underlying outstanding equity awards | 17,555,098 | 16,944,297(7) | 18,774,448(8) | | | Dilution | 4.2% | 4.1% | 4.6% | 4.3% | | Weighted-average common stock outstanding | 408,827,512 | 409,930,111 | 401,836,391 | | | Common stock outstanding | 417,876,276 | 412,870,534 | 406,502,394 | |

  39. Dilution, Burn Rate and Overhang under the Equity Plans

    | Includes 7,800,726 shares subject to the 2019 Multi-Year Equity Awards with a vesting commencement date in Fiscal Year 2022.(1) |

  40. Dilution, Burn Rate and Overhang under the Equity Plans

    | Includes 7,800,726 shares subject to the 2019 Multi-Year Equity Awards with a vesting commencement date in Fiscal Year 2021 and does not include 7,800,726 shares subject to the 2019 Multi-Year Equity Awards with a vesting commencement date in Fiscal Year 2022.(2) | | Includes 7,800,726 shares subject to the 2019 Multi-Year Equity Awards with a vesting commencement date in Fiscal Year 2020 and does not include 15,601,452 shares subject to the 2019 Multi-Year Equity Awards with a vesting commencement date in Fiscal Years 2021 and 2022.(3) | | Includes 1,377,619 shares subject to the 2019 Multi-Year Equity Awards with a vesting commencement date in Fiscal Year 2022 that were cancelled in Fiscal Years 2019, 2020 and 2021.(4) | | Includes 880,878 shares subject to the 2019 Multi-Year Equity Awards with a vesting commencement date in Fiscal Year 2021 that were cancelled in Fiscal Years 2019 and 2020 and excludes 496,281 cancelled shares subject to the 2019 Multi-Year Equity Awards with a vesting commencement date in Fiscal Year 2022, which shares are referenced in footnote 4.(5) | | Includes 277,451 shares subject to the 2019 Multi-Year Equity Awards with a vesting commencement date in Fiscal Year 2020 that were cancelled in Fiscal 2019 and excludes 1,207,314 cancelled shares subject to the 2019 Multi-Year Equity Awards with a vesting commencement date in Fiscal Years 2021 and 2022, of which 603,887 shares are referenced in footnote 4 and 603,427 shares are referenced in footnote 5.(6) | | Excludes 6,423,107 shares subject to the 2019 Multi-Year Equity Awards with a vesting commencement date in Fiscal Year 2022.(7) | | Excludes 13,839,236 shares subject to the 2019 Multi-Year Equity Awards with a vesting commencement date in Fiscal Years 2021 and 2022.(8) |

  41. Dilution, Burn Rate and Overhang under the Equity Plans

    | | As of January 29, 2023 | Adjusted for Increase As of January 29, 2023 | | Total shares underlying outstanding equity awards | 17,656,499 | 17,656,499 | | Total shares available for grant | 19,766,027 | 44,766,027 | | Common stock outstanding | 416,923,260 | 416,923,260 | | Overhang | 9.0% | 15.0% |

  42. Good Governance Provisions in the 2012 Plan

    | • | No Evergreen. No “evergreen” share replenishment provision. | | • | No Repricing Without Stockholder Approval. Prohibits repricing of outstanding stock options and stock appreciation rights to a lower exercise price without stockholder approval. | | • | No Dividends Payable on Awards Prior to Vesting. Prohibits payment of dividends or dividend equivalents on an award until it vests, although dividends or dividend equivalents may accrue on unvested awards. | | • | No grants in excess of shares available under the 2012 Plan. Does not allow the granting of awards covering more shares than are then available. | | • | Fair Market Value Grants. The exercise price of a stock option or stock appreciation right may not be less than the fair market value of a share on the date of grant, except when equity awards are assumed or replaced as part of a corporate transaction and the spread between fair market value and exercise price is not increased. | | • | Flexibility to Grant Various Types of Awards; Performance-Based Awards. We may grant stock options, stock appreciation rights, direct stock issuances, restricted stock, RSUs and other stock-based awards, as well as awards that are subject to performance vesting conditions, such as PSUs. |

  43. Good Governance Provisions in the 2012 Plan

    | • | Double-Trigger Change-in-Control Vesting. Provides for accelerated vesting of outstanding awards only if successor entity fails to assume or replace awards following a change in control, unless otherwise provided for in an award agreement. | | • | No Liberal Change-in-Control Definition. Change-in-control events require consummation of the underlying transaction. |

  44. Share Reserve

    Share Reserve Subject to stockholder approval of the 2012 Plan, the total number of shares available for new equity award grants (including incentive stock options) will be increased by 25,000,000 shares. With the proposed increase, the total number of shares available for new equity award grants (including incentive stock options) will be 45,000,000 shares, plus the number of shares subject to unvested equity awards granted under the 2012 Plan prior to April 5, 2021 (which was 20,164,288 shares). The proposed increase represents approximately 6.0% of our 416,923,260 shares of common stock outstanding as of January 29, 2023. As of January 29, 2023, 14,131,866 shares were subject to outstanding equity awards under the 2012 Plan (consisting of 1,575 shares subject to options, 10,874,962 shares subject to RSU awards and 3,255,329 shares subject to PSU awards (assuming maximum performance levels)) and 19,766,027 shares remained available for grant under the 2012 Plan. Any Returning Shares will be available for equity award grants under the 2012 Plan to the extent such shares become available. “Returning Shares” means (i) shares subject to outstanding equity awards under the 2012 Plan that expire or terminate for any reason prior to the issuance of the shares subject to those equity awards, (ii) shares used to pay the exercise price or base price of an equity award and/or shares withheld to satisfy withholding taxes related to the issuance, exercise, vesting or settlement of an equity award, granted under the 2012 Plan, and (iii) unvested shares issued under the 2012 Plan that are cancelled or repurchased by Broadcom pursuant to repurchase rights under the award agreement. Equity awards assumed by Broadcom in connection with a merger, consolidation, stock purchase or similar transaction, or issued by Broadcom in substitution for equity awards granted by another entity in connection with such transaction will not reduce the shares available under the 2012 Plan, nor will shares subject to such assumed or substituted equity awards become available for issuance under the 2012 Plan. No participant in the 2012 Plan may be granted equity awards for more than 4,000,000 shares per calendar year.

  45. Equity Incentive Programs

    Equity Incentive Programs The 2012 Plan consists of two equity incentive programs: (i) the discretionary grant program and (ii) the stock issuance program. The principal features of each program are described below. The term Plan Administrator, as used in this summary, means the Compensation Committee or other committee appointed by our Board, which is authorized to administer the discretionary grant and stock issuance programs. Under the 2012 Plan, the independent directors of our Board may serve as the Plan Administrator for awards granted to our CEO and a disinterested majority of our Board must approve discretionary awards granted to directors who serve on the committee acting as the Plan Administrator.

  46. Discretionary Grant Program

    Discretionary Grant Program The Plan Administrator can, subject to the terms of the 2012 Plan, determine who receives an equity award under the discretionary grant program, when equity awards are made, the number of shares subject to each award, the applicable vesting and exercisability schedule, the maximum term for each equity award and whether any option is an incentive stock option or a non-statutory option under the federal tax laws. Stock Options. The Plan Administrator will set the exercise price, which must not be less than 100% of the fair market value of the common stock on the grant date, except pursuant to a transaction described in, and in a manner consistent with, Section 424(a) of the Internal Revenue Code of 1986, as amended (the “Code”), such as assumptions or substitutions of options in connection with certain mergers and acquisitions. No option will have a term in excess of ten years, and each option will generally become exercisable in one or more installments over a specified period of service. However, options may be structured so that they will be immediately exercisable for any or all of the option shares. Any unvested shares acquired under those immediately exercisable options will be subject to repurchase, at the exercise price paid per share, if the participant ceases service with Broadcom prior to vesting in those shares. The exercise price generally may be paid in cash, in shares valued at fair market value on the exercise date or through a sell-to-cover procedure. If a participant ceases service with Broadcom, such participant will have a limited period of time within which to exercise their outstanding options for any shares that are vested and exercisable at the time of such cessation of service. The Plan Administrator has discretion to extend the period during which the outstanding options may be exercised (but not beyond the option term) and/or to permit the option to be exercised with respect to additional shares that would have vested had the participant continued service with Broadcom. Such discretion may be exercised at any time while the options remain outstanding, whether before or after the participant’s actual cessation of service. If the participant ceases service with Broadcom for any reason other than misconduct and the entire exercise period falls within a trading blackout period imposed by Broadcom, the Plan Administrator may permit Broadcom to automatically (i) exercise any unexercised portion of the option on the last business day of the exercise period and (ii) withhold the number of shares having a fair market value equal to the aggregate exercise price and the amount necessary to satisfy any applicable withholding taxes, subject to certain limitations. Stock Appreciation Rights. The Plan Administrator has the authority to issue the following two types of stock appreciation rights under the discretionary grant program:

  47. Discretionary Grant Program

    Payments with respect to exercised tandem or standalone stock appreciation rights may, at the discretion of the Plan Administrator, be made in cash or in shares. Upon cessation of service with Broadcom, a participant holding one or more stock appreciation rights will have a limited period within which to exercise those rights as to any shares that are vested and exercisable at the time of such cessation of service. The Plan Administrator has the discretion to extend the period during which the outstanding stock appreciation rights may be exercised (but not beyond the stock appreciation right term) and/or to permit the stock appreciation right to be exercised with respect to additional stock appreciation rights that would have vested had a participant continued service with Broadcom. Such discretion may be exercised at any time while the stock appreciation rights remain outstanding, whether before or after a participant’s actual cessation of service. Repricing. The 2012 Plan does not permit options or stock appreciation rights to be repriced to a lower exercise price without first obtaining stockholder approval, except in connection with certain changes to the capital structure, as explained below under “General Provisions — Changes in Capitalization” or in issuing or assuming a stock option in a transaction to which Section 424(a) of the Code applies or in accordance with the assumption, continuation or replacement of equity awards in connection with a change in control pursuant to the 2012 Plan.

  48. Stock Issuance Program

    Stock Issuance Program Shares may be issued under the stock issuance program for such valid consideration under the General Corporation Law of the State of Delaware as the Plan Administrator deems appropriate, such as cash or past or future services. In addition, shares of restricted stock may be issued that vest in one or more installments over a participant’s period of service or upon attainment of specified performance objectives. Shares may also be issued under such program pursuant to RSUs or other stock-based awards that entitle a participant to receive the shares underlying those awards upon the attainment of designated performance goals, the satisfaction of specified service requirements and/or upon the expiration of a designated deferral period following the vesting of those awards or units, including a deferred distribution date following the cessation of a participant’s service with Broadcom. In the Plan Administrator’s discretion, awards under the stock issuance program may be structured to vest upon a participant’s attainment of retirement eligibility. Alternatively, shares may be fully and immediately vested upon issuance. The Plan Administrator may, subject to the terms of the 2012 Plan, determine who receives an equity award under the stock issuance program, when those equity awards are to be made, the number of shares subject to each equity award, the applicable vesting and issuance schedule for each equity award and the cash consideration (if any) payable per share. The Plan Administrator has the discretionary authority to structure one or more equity awards under the stock issuance program so that the shares will not vest unless performance goals are achieved, including, goals based on total stockholder return. In addition, the performance goals may be based upon the attainment of specified levels of Broadcom’s performance relative to the performance of other entities and may also be based on the performance of any of the business groups or divisions thereof or any parent or subsidiary. Performance goals may include a minimum threshold level of performance below which no award will be earned, levels of performance at which specified portions of an award will be earned, and a maximum level of performance at which an award will be fully earned. The Plan Administrator may provide that, if the actual level of attainment for any performance objective is between two specified levels, the amount of the award attributable to that performance objective will be interpolated on a straight-line basis. The Plan Administrator has the discretionary authority at any time to accelerate the vesting and/or waive the vesting requirements of any and all shares of restricted stock or other equity awards outstanding under the stock issuance program. Outstanding RSUs or other stock-based awards under the stock issuance program will automatically terminate, and no shares will actually be issued and the shares subject to such awards will be surrendered (as applicable) if the performance goals or service requirements established for such awards are not attained, except as otherwise provided above or in the applicable award agreement or unless the Plan Administrator waives such requirements.

  49. Change in Control

    Change in Control Unless otherwise provided in the applicable award agreement or another applicable agreement, any equity award that is outstanding immediately before a change in control will not vest, lapse (including, without limitation, with respect to forfeiture restrictions or rights of repurchase), and/or become exercisable (as applicable) solely as a result of the change in control, but will instead be assumed, continued, or replaced with a cash retention program that preserves the spread existing at the time of the change in control. The equity awards, so assumed, continued or replaced, will vest, become exercisable, or have any restrictions lapse pursuant to the terms of such equity awards in effect immediately before the change in control, subject to the following conditions. The 2012 Plan specifies that performance-based equity awards (including, without limitation, PSUs) will not be deemed to have been assumed, continued or replaced unless those with performance periods that remain in progress as of the date of the change in control are deemed to have been achieved at one hundred percent (100%) of target levels for the entire performance period (and not pro rata); provided that the performance-based equity awards will continue to be subject to any time-based vesting conditions that were applicable to them before assumption, continuation or replacement. Unless otherwise provided in the applicable award agreement or another applicable agreement, if the Plan Administrator determines the outstanding equity awards are not assumed, continued or replaced in accordance with the 2012 Plan, effective immediately before the change in control but conditioned upon its completion, with corresponding payments made no later than within thirty (30) days following the change in control:

  50. Change in Control

    | • | All outstanding equity awards under the discretionary grant program will become fully vested and exercisable (as applicable), and if a participant does not exercise all such awards, the Plan Administrator will pay such participant in exchange for the cancellation of each such unexercised award the difference between the per share consideration provided to other similarly situated stockholders in the change in control and the exercise price or base price per share (as applicable), with such payment generally to be made in cash and/or shares at the Plan Administrator’s discretion (less applicable withholding taxes); provided that any such awards for which the exercise or base price (as applicable) exceeds the per share consideration will be cancelled and terminated without payment; |

  51. Change in Control

    | • | All restrictions imposed on equity awards made under the stock issuance program that are not performance-based will lapse and be of no further force and effect, such that all such equity awards will become fully vested, settled (if applicable) and paid generally in cash and/or shares at the Plan Administrator’s discretion; and |

  52. Change in Control

    | • | All performance-based equity awards for which the performance period has been completed as of the date of the change in control but which have not yet been paid will vest and be paid in cash and/or shares at the Plan Administrator’s discretion, with all performance goals to be deemed achieved at actual performance. Further, unless otherwise provided in the applicable award agreement or another applicable agreement, all performance-based equity awards for which the performance period has not been completed as of the date of the change in control will, with respect to each applicable performance goal and other vesting criteria, be deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met, and vest and be paid out for the entire performance period (and not pro rata), with the manner of payment to be made generally in cash or shares at the Plan Administrator’s discretion. |

  53. Stockholder Rights and Option Transferability

    Stockholder Rights and Option Transferability The holder of an option or stock appreciation right will have no stockholder rights with respect to the shares subject to that option or stock appreciation right unless and until such participant exercises the option or stock appreciation right and becomes a holder of record of the shares distributed upon exercise of such award. Incentive stock options are not assignable or transferable other than by will or the laws of inheritance following the participant’s death, and during the participant’s lifetime, may only be exercised by the participant. However, the Plan Administrator may structure non-statutory options and standalone stock appreciation rights so they may be transferred or assigned during the participant’s lifetime, by gift or pursuant to a domestic relations order, to one or more members of the participant’s family or to a trust established for the benefit of the participant and/or one or more such family members or to the participant’s former spouse. A participant will have the right to vote shares issued to the participant under the stock issuance program, regardless of whether the participant’s interest in those shares is vested. However, a participant will not have the right to vote the shares subject to a RSU or share right award until such award vests and the underlying shares are

  54. Stockholder Rights and Option Transferability

    issued. Dividend-equivalent units may be credited, either in cash or in actual or phantom shares, on outstanding unvested shares issued under the stock issuance program or RSU or share right awards, subject to such terms and conditions as the Plan Administrator may deem appropriate, provided that any applicable dividend and dividend equivalent amounts with respect to unvested shares or any share underlying any equity award may be accrued but not paid to a participant until all conditions or restrictions relating to such share have been satisfied or lapsed and will be forfeited if all of such conditions or restrictions are never satisfied or lapse.

  55. Changes in Capitalization

    Changes in Capitalization If any change is made to shares by reason of any recapitalization, stock dividend, stock split, combination of shares, exchange of shares, spin-off transaction or other change affecting the outstanding shares as a class without our receipt of consideration or should the value of outstanding shares be substantially reduced as a result of a spin-off transaction or an extraordinary dividend or distribution, appropriate adjustments will be made to (i) the maximum number and/or class of securities issuable under the 2012 Plan, (ii) the maximum number and/or class of securities for which any one person may be granted equity awards under the 2012 Plan per calendar year, (iii) the class of securities and the exercise price or base price per share (or any other cash consideration payable per share) in effect under each outstanding option or stock appreciation right, and (iv) the number and/or class of securities subject to each outstanding RSU or other stock-based award under the 2012 Plan and the cash consideration (if any) payable per share. The adjustments will be made in such manner as the Plan Administrator deems appropriate to prevent the dilution or enlargement of rights and benefits under the 2012 Plan and the outstanding equity awards thereunder, and such adjustments will be final, binding and conclusive.

  56. Amendment and Termination

    Amendment and Termination Our Board may amend or modify the 2012 Plan at any time, subject to any required stockholder approval. Stockholder approval will be required for any amendment that (i) materially increases the number of shares available for issuance under the 2012 Plan, (ii) materially expands the class of individuals eligible to receive equity awards under the 2012 Plan, (iii) materially increases the benefits accruing to participants under the 2012 Plan or materially reduces the price at which shares may be issued or purchased under the 2012 Plan, (iv) materially extends the term of the 2012 Plan, (v) expands the types of awards available for issuance under the 2012 Plan, or (vi) is otherwise required by applicable law or the requirements of the stock exchange on which the shares are at the time primarily traded. In addition, our Board may not amend the 2012 Plan to remove the requirement for stockholder approval of any form of repricing of stock options or stock appreciation rights. Unless sooner terminated by our Board, the 2012 Plan will terminate on the earliest to occur (i) all shares available for issuance under the 2012 Plan have been issued as fully-vested shares or (ii) the termination of all outstanding equity awards in connection with a change in control. All equity awards outstanding at the time the 2012 Plan terminates will continue in force and effect in accordance with the provisions of the documents evidencing those awards. However, if our stockholders approve the 2012 Plan, no stock options intended to qualify as incentive stock options under Section 422 of the Code, may be granted after February 6, 2033. If our stockholders do not approve the 2012 Plan, no such stock options may be granted after February 5, 2031.

  57. Additional Information Regarding Equity Awards Granted under the 2012 Plan

    Additional Information Regarding Equity Awards Granted under the 2012 Plan A summary of equity awards granted to our NEOs under equity compensation plans, including the 2012 Plan, that were outstanding as of October 30, 2022 is in the “Executive Compensation — Fiscal Year 2022 Outstanding Equity

  58. Additional Information Regarding Equity Awards Granted under the 2012 Plan

    | 32 | 2023 Proxy Statement |

  59. Additional Information Regarding Equity Awards Granted under the 2012 Plan

    Awards at Fiscal Year-End Table.” We granted equity awards under the 2012 Plan to our non-employee directors covering an aggregate of 50,857 shares from February 1, 2016 through January 29, 2023. Since February 1, 2016, we granted equity awards under the 2012 Plan covering an aggregate of 47,310,643 shares to employees who are not executive officers and to consultants. This number reflects PSU awards that have vested at actual performance levels and unvested PSU awards assuming target performance levels. Since February 1, 2016, we have granted 13,463 stock options under the 2012 Plan. Further information about historical grants made to our NEOs and non-employee directors can be found in proxy statements filed with the SEC by Broadcom and our predecessors (Broadcom Limited and Avago Technologies Limited).

  60. Option Grants

    Option Grants Options granted under the 2012 Plan may be either incentive stock options, which satisfy the requirements of Section 422 of the Code, or non-statutory stock options, which are not intended to meet such requirements. The federal income tax treatment for the two types of options is as follows:

  61. Option Grants

    | • | Incentive Stock Options. No taxable income is recognized when an incentive stock option is granted or exercised (except for purposes of the alternative minimum tax, in which case taxation is the same as for non-statutory stock options). If the participant exercises the option and then later sells or otherwise disposes of the shares more than two years after the grant date and more than one year after the exercise date, the difference between the sale price and the exercise price will be taxed as capital gain or loss. If the participant exercises the option and then later sells or otherwise disposes of the shares before the end of the two- or one-year holding periods described above, the participant generally will have ordinary income at the time of the sale equal to the fair market value of the shares on the exercise date (or the sale price, if less) minus the exercise price of the option. Any excess of the sales price over the fair market value at the date of exercise will be recognized by the participant as capital gain (long-term or short-term depending on the length of time the shares were held after the stock option was exercised). |

  62. Option Grants

    | • | Non-Statutory Stock Options. No taxable income is recognized when a non-statutory stock option is granted to a participant. Upon exercise, the participant will recognize ordinary income in an amount equal to the excess of the fair market value (on the exercise date) of the shares purchased over the exercise price of the option. Any taxable income recognized in connection with an option exercise by an employee participant is subject to tax withholding by Broadcom. Any additional gain or loss recognized upon any later disposition of the shares would be capital gain or loss. |

  63. Restricted Stock

    Restricted Stock Unless a participant who receives an award of restricted stock makes an election under Section 83(b) of the Code as described below, the participant generally is not required to recognize ordinary income upon the grant of restricted stock. Instead, on the date the restrictions lapse and the shares vest (that is, become transferable and no longer subject to a substantial risk of forfeiture), the participant will be required to recognize ordinary income in an amount equal to the excess, if any, of the fair market value of the shares on that date over the amount, if any, paid for those shares. If a participant makes a Section 83(b) election to recognize ordinary income on the date the restricted shares are granted, the amount of ordinary income required to be recognized is equal to the excess, if any, of the fair market value of the shares on the date of grant over the amount, if any, paid for those shares. In that case, the participant will not be required to recognize additional ordinary income when the restrictions lapse and the shares vest.

  64. RSUs and Other Stock-Based Awards

    RSUs and Other Stock-Based Awards A participant generally is not required to recognize income upon the grant of a RSU or other stock-based award, including PSU awards. When such awards vest, the participant will be required to recognize ordinary income in an amount equal to the fair market value of the shares that vest. Broadcom will be required to collect certain withholding taxes applicable to such ordinary income from the participant. Upon the sale of any shares that are delivered to the participant pursuant to an award, the participant will realize either long-term or short-term capital gain (or loss), depending on how long the shares were held, equal to the difference between the amount realized and the fair market value of the shares on the date the shares were vested or delivered to the participant pursuant to the award.

  65. General Tax Effect for Broadcom

    General Tax Effect for Broadcom Broadcom is generally entitled to a tax deduction in connection with an equity award under the 2012 Plan in an amount equal to the ordinary income realized by a participant and at the time the participant recognizes such income (for example, upon the exercise of a non-statutory stock option). Moreover, if a participant recognizes ordinary income due to a disqualifying disposition of an incentive stock option, Broadcom will generally be entitled to a deduction in the same amount.

  66. Required Vote

    PROPOSAL 4: SAY ON PAY PROPOSAL 4: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION In accordance with the requirements of Section 14A of the Exchange Act, we are asking stockholders to approve, on an advisory basis, the compensation of our NEOs as described in the “Compensation Discussion and Analysis” and the compensation tables and accompanying narrative disclosure under “Executive Compensation” in this Proxy Statement. We currently hold the say-on-pay vote annually and expect the next say-on-pay vote will occur at the 2024 annual meeting of stockholders. Our executive compensation program is based on challenging and rigorous short-term financial and operational targets and long-term business objectives and strategies, and is designed to reward our executive officers for producing sustainable growth and to align their interests with the long-term interests of our stockholders, as well as attract and retain top talent. When setting financial and operational targets for the short-term incentives and performance goals for the long-term incentives, the Compensation Committee judiciously determines, in consultation with its independent compensation consultant, the target levels and peer index that would significantly enhance stockholder value, be difficult to attain and require substantial effort to achieve by our executive officers. For Fiscal Year 2022, we increased revenue by 21% and operating income by 67%. We believe the compensation paid to our NEOs for Fiscal Year 2022 appropriately reflects and rewards our executive officers’ contributions to Broadcom’s strong performance despite the continued disruption in normal business activities, including the ongoing supply chain constraints, and is aligned with the long-term interests of our stockholders. Consistent with our previous commitment, we did not grant regular annual equity incentive awards to Ms. Spears, Messrs. Brazeal and Krause, and Dr. Kawwas in Fiscal Year 2022 because they were granted 2019 Multi-Year Equity Awards. Stockholders are being asked to approve the following resolution: “RESOLVED THAT stockholders approve, on an advisory basis, the compensation of Broadcom’s named executive officers, as disclosed in “Compensation Discussion and Analysis” and in the compensation tables and accompanying narrative disclosure under “Executive Compensation” in this Proxy Statement.” In deciding how to vote on this proposal, stockholders are encouraged to read the “Compensation Discussion and Analysis” and “Executive Compensation” sections of this Proxy Statement. While the vote on this resolution is advisory and not binding, the Compensation Committee and our Board values input from stockholders and will consider the outcome of the vote on this resolution when considering future executive compensation decisions. Our Board recommends a vote FOR approval of the named executive officer compensation on an advisory basis.

  67. Return of Capital to Stockholders

    Return of Capital to Stockholders Our strong cash flow in Fiscal Year 2021 enabled us to return an aggregate of $14,032 million to our stockholders during Fiscal Year 2022, consisting of $7,032 million in cash dividends and $7,000 million under our stock repurchase program. We also paid $1,455 million for the elimination of shares withheld to cover employee withholding taxes due upon the vesting of net settled equity awards. In addition, our strong free cash flow in Fiscal Year 2022 enabled us to increase our quarterly common stock dividend to $4.60 per share in the first quarter of Fiscal Year 2023, an increase of 12% over the quarterly dividend paid in Fiscal Year 2022.

  68. Cumulative TSR

    | | Our one-, three- and five-year TSR outperformed our peer group median and the S&P 500 Index. | | | Our TSR increased by 21.1% annually on average over the past three fiscal years and by 17.3% annually on average over the past five fiscal years. | | | We significantly increased our absolute TSR since our initial public offering in 2009 by over 3,700%, with an annual average increase of 31.8%. |

  69. Annual Cash Incentive Bonus Payouts for Fiscal Year 2022 Company Performance

    Annual Cash Incentive Bonus Payouts for Fiscal Year 2022 Company Performance Payouts under the APB Plan were tied to challenging and rigorous pre-established annual corporate and divisional performance goals, as well as the individual contributions and performance of each executive. The APB Plan payouts reflected the following considerations:

  70. Annual Cash Incentive Bonus Payouts for Fiscal Year 2022 Company Performance

    | • | The Compensation Committee set two challenging and rigorous Fiscal Year 2022 corporate performance goals – revenue and adjusted non-GAAP operating margin as a percentage of revenue (“adjusted non-GAAP operating margin”) – at target attainment levels that would enhance stockholder value and require substantial effort to achieve. | | • | Our NEOs achieved the maximum attainment level for the corporate performance goals despite headwinds from macroeconomic volatility, resulting in 150% attainment of the corporate performance goals under the APB Plan. | | • | The divisional performance goals unrelated to revenue and operating margin exceeded target performance levels. | | • | Our NEOs also exerted significant efforts in our pending acquisition of VMware, Inc. (“VMware”). | | • | Based on careful assessment by the Compensation Committee (and the independent directors in the case of our CEO), our NEOs received individual performance multipliers between 120% and 150%. |

  71. Annual Cash Incentive Bonus Payouts for Fiscal Year 2022 Company Performance

    There were no increases to our NEOs’ target bonus opportunities in Fiscal Year 2022. Ms. Spears, Dr. Kawwas and Messrs. Brazeal and Krause were not granted regular annual equity incentive awards in Fiscal Year 2022 due to their previously granted 2019 Multi-Year Equity Awards that covered regular annual equity incentive awards through Fiscal Year 2022.

  72. CEO Equity Incentive Awards

    CEO Equity Incentive Awards The independent directors, in consultation with its independent compensation consultant, granted an annual PSU award to Mr. Tan to incentivize and encourage Mr. Tan’s retention in a highly competitive talent market and to recognize his invaluable leadership in increasing stockholder value and furthering our corporate strategy. Mr. Tan was also granted a separate, smaller in size strategic PSU award to reward achievement of specific strategic priorities in Fiscal Year 2022 that went beyond the standard day-to-day operations responsibilities and were critical in a year when there were expectations of a possible realignment in the global markets and increased macroeconomic uncertainties. See the “Elements of Executive Compensation – Long-Term Incentive Compensation” section below for more information relating to these awards.

  73. Promotion Equity Incentive Awards

    Promotion Equity Incentive Awards In December 2021, Mr. Brazeal was promoted and assumed responsibilities as our Chief Corporate Affairs Officer in addition to his continuing Chief Legal Officer responsibilities. The Compensation Committee granted Mr. Brazeal equity incentive awards solely in connection with his promotion and increased responsibilities. See the “Elements of Executive Compensation – Long-Term Incentive Compensation” section below for more information relating to these awards.

  74. Target Total Direct Compensation

    | Base Salary | Individual salaries reflect the executive’s responsibilities and sustained individual performance. Salaries are set to be competitive with market and industry norms. | | Short-Term Incentives (STI) | The APB Plan is intended to reward the achievement of pre-established annual corporate and divisional performance goals, as well as the individual contributions and performance of each executive. In Fiscal Year 2022, our corporate performance goals were (i) revenue and (ii) adjusted non-GAAP operating income. Pre-established attainment levels are designed to significantly enhance stockholder value, to be difficult to attain, to require substantial effort to achieve and to avoid excessive compensation-related risks. | | Long-Term Incentives (LTI) | RSU and PSU awards are granted to encourage and reward the efforts of our executives to grow sustainable, long-term stockholder value. These equity awards further encourage retention and mitigate compensation-related risks with related ownership guidelines. |

  75. Target Total Direct Compensation

    The following charts compare the Fiscal Year 2022 target total direct compensation for our CEO and our other NEOs, except for Mr. Krause who resigned in July 2022. Mr. Krause did not receive any severance or bonus payments and forfeited all outstanding, unvested equity awards in connection with his resignation. Target total direct compensation consists of (i) base salary, (ii) target STI through the APB Plan, and (iii) target LTI in the form of equity awards comprised of RSU and PSU awards based on the fair market value of the awards on the grant date, assuming target performance, as applicable. The Average Other NEO chart also includes the portion of the 2019 Multi-Year Equity Awards that began vesting in March 2022 based on the fair market value on the January 2019 grant date and assuming target performance. The 2019 Multi-Year Equity Awards vest on the same basis as if four annual equity grants were made on March 15 each year, beginning in 2019 for four successive years. As shown in the charts below, over 95% of our CEO’s and 90% of our other NEOs’ average target total direct compensation in Fiscal Year 2022 is comprised of variable, performance-based compensation.

  76. Executive Compensation Program Governance

    | | Best Practices We Employ | Practices We Do Not Employ | | ü | Majority of NEO compensation tied to long-term performanceX | No excessive risk taking in incentive plan designs | | ü | Performance metrics directly tied to value creation for stockholdersX | No re-pricing of underwater stock options without stockholder approval | | ü | Caps on cash and equity incentive plan payoutsX | No excise tax gross-ups | | ü | Annual risk assessment of compensation programsX | No supplemental retirement or pension benefits | | ü | Engagement of an independent compensation consultantX | No guaranteed bonuses | | ü | CEO compensation reviewed and approved by the independent directorsX | No “single trigger” change in control payments or benefits | | ü | Robust stock ownership guidelines for all executive officers and directorsX | No hedging or pledging of stock by employees and directors |

  77. Compensation Philosophy and Objectives

    | • | attract qualified, experienced and talented executives in a highly competitive market; | | • | retain, motivate and reward these executives, whose skills, knowledge and performance are critical to our on-going success; | | • | encourage our executives to focus on the achievement of our rigorous corporate financial and operational performance goals by aligning their APB Plan payout opportunities to the achievement of pre-established annual corporate and divisional goals, as well as the individual contributions and performance of each executive; and | | • | align our executives’ interests with our stockholders interests by linking a significant portion of each executive’s target total direct compensation opportunity to stockholder returns in the form of PSUs that are subject to the attainment of pre-established performance-based objectives, and the rest in the form of RSU awards, where the delivered value fluctuates based on our stock price. |

  78. Compensation Philosophy and Objectives

    Equity awards are a long-term retention tool for our key executives. When granting equity awards or when recommending to the independent directors an equity award grant to our CEO, the Compensation Committee considers each executive’s role, responsibilities, experience and expertise and overall value to Broadcom, as well as how much unvested equity the executive then holds as an indicator of retention risk. The Compensation Committee has adopted a compensation philosophy that is designed to keep our executives’ target total direct compensation competitive with the compensation of executives in comparable positions at other companies in our compensation peer group and third-party market pay surveys. Generally, target total cash compensation falls below the median of the competitive market, but in combination with equity, target total direct compensation may be higher. The Compensation Committee bases its decisions on the needs of Broadcom and an executive’s level of sustained performance, expertise, experience, marketability and internal equitability. While the Compensation Committee and our Board generally consider the accounting and tax implications of their executive compensation decisions, neither element has been a material consideration in the compensation awarded to our NEOs historically.

  79. Role of the Compensation Committee

    | • | current base salary, target APB Plan opportunities (and prior fiscal year payouts), the accumulated value of outstanding and unvested equity awards and other benefits; |

  80. Role of Compensation Consultant

    Role of Compensation Consultant In December 2021, the Compensation Committee retained Meridian as its independent compensation consultant to assume the role previously held by Compensia, Inc. (“Compensia”). Meridian provided consulting services to the Compensation Committee and the independent directors, including assessments of executive and non-employee director compensation based on analyses of competitive market compensation data. In addition, the Compensation Committee relied on Meridian for periodic updates on regulatory developments and market trends related to executive and non-employee director compensation matters. Meridian did not provide any other services to Broadcom except advising the Compensation Committee and the independent directors on executive and non-employee director compensation-related matters. The Compensation Committee assessed the independence of Meridian pursuant to the SEC and Nasdaq rules and concluded that Meridian was independent and its work for the Compensation Committee did not raise any conflict of interest.

  81. Compensation Competitive Analysis

    Compensation Competitive Analysis The Compensation Committee works with its independent compensation consultant to develop a meaningful compensation peer group for purposes of understanding competitive market compensation practices. This peer group is annually reviewed and updated as necessary. The peer group is used for comparative purposes only. The Compensation Committee does not benchmark any pay elements or target total direct compensation to a specific percentile. In the absence of relevant peer group data, the Compensation Committee reviews industry-based market pay survey data (“market survey data”). In August 2021, the Compensation Committee approved the compensation peer group for Fiscal Year 2022, which appears below and was developed in consultation with Compensia. Booking Holdings was removed from the compensation peer group for Fiscal Year 2022 due to its revenues and market capitalization falling outside of the selection criteria set forth below. Advanced Micro Devices was added to the compensation peer group for Fiscal Year 2022 based on the applicable relevant selection criteria set forth below. The following selection criteria were considered as guidelines when developing the compensation peer group:

  82. Compensation Competitive Analysis

    | Fiscal Year 2022 Peer Group | | | | | 3M Company | Cisco Systems, Inc. | International Business Machines Corporation | PayPal Holdings, Inc. | | Adobe, Inc. | Danaher Corporation | Mastercard, Inc. | Qualcomm Incorporated | | Advanced Micro Devices | Dell Technologies, Inc. | Micron Technology, Inc. | Salesforce, Inc. | | Applied Materials, Inc. | Honeywell International, Inc. | NVIDIA Corporation | Texas Instruments, Inc. | | Automatic Data Processing | Intel Corporation | Oracle Corporation | Thermo Fisher Scientific, Inc. |

  83. Compensation Competitive Analysis

    | | Percentile | Revenue ($mm)(1) | Market Capitalization ($mm)(1) | | | 25th | $18,633 | $122,194 | | Fiscal Year 2022 Peer Group | Median | $26,104 | $187,150 | | | 75th | $38,807 | $236,130 | | Broadcom | | $25,553(2) | $194,806 | | | Rank | 48% | 52% |

  84. Elements of Executive Compensation

    | • | an annual cash incentive bonus plan; |

  85. Elements of Executive Compensation

    | • | LTI compensation in the form of equity awards; |

  86. Elements of Executive Compensation

    | • | severance and change in control payments and benefits; and |

  87. Annual Cash Incentive Bonus Plan

    Annual Cash Incentive Bonus Plan We believe that a significant portion of our executive officers’ target total direct compensation should be dependent upon performance. Under the APB Plan, we provide a performance-based annual cash incentive bonus opportunity for our executive officers. The APB Plan is designed to encourage and motivate our executive officers to achieve our overall corporate goals for the fiscal year, as well as divisional goals where appropriate, and to drive positive contributions to Broadcom’s growth and performance. Each executive officer is annually assigned a specified target annual cash incentive bonus opportunity under the APB Plan, expressed as a percentage of the executive officer’s eligible earnings. The Compensation Committee considers compensation peer group and market data in determining the executive officer’s target annual cash incentive opportunity. In the case of our CEO, the Compensation Committee provides the data in its recommendation to the independent directors. The Compensation Committee and the independent directors also consider other factors that influence corporate and operational results, such as the executive’s experience, performance, leadership, responsibility and internal equitability.

  88. Fiscal Year 2022 APB Plan

    Fiscal Year 2022 APB Plan The target annual cash incentive opportunity for our NEOs did not change in Fiscal Year 2022. The following is the APB Plan target bonus percentage for our NEOs.

  89. Fiscal Year 2022 APB Plan

    | NEO | Fiscal Year 2022 APB Plan Target Bonus (as a % of eligible earnings) | | Hock E. Tan | 200% | | Kirsten M. Spears | 100% | | Mark D. Brazeal | 100% | | Charlie B. Kawwas, Ph.D. | 100% | | Thomas H. Krause, Jr. | 100% |

  90. Fiscal Year 2022 APB Plan

    Annual cash incentive bonuses under the APB Plan are calculated as follows: Bonuses under the APB Plan are payable to our NEOs in cash, except for our CEO in certain circumstances. In the event the independent directors assign our CEO an individual performance multiplier (discussed in more detail below) greater than 100%, they may elect to pay the difference between the dollar amount of our CEO’s actual annual cash incentive bonus payout and the dollar amount of his annual cash incentive bonus payout calculated using a performance factor of 100% in the form of an equity award. The type and terms of any such equity award are determined by the independent directors. The independent directors believe that this feature gives them the flexibility to further incentivize our CEO to focus on our mid-term to long-term performance and value creation for our stockholders and to provide continued retention of our CEO.

  91. Fiscal Year 2022 APB Plan Attainment

    | | Fiscal Year 2022 Corporate Performance Attainment Level | | | | | Corporate Performance Goals | Actual Performance (in millions) | As a % of Target | Weight | Weighted Attainment | | Revenue | $33,203 | 150% | 50% | 75% | | Adjusted non-GAAP Operating Margin | 63.8% | 150% | 50% | 75% | | Total Attainment | | | | 150% |

  92. Fiscal Year 2022 APB Plan Attainment and Payout Amounts

    Fiscal Year 2022 APB Plan Attainment and Payout Amounts Each of the corporate and applicable divisional goals for our NEOs, and their respective weighting, is set forth in the table below. As Mr. Krause resigned from Broadcom in July 2022, he did not receive a payout under the APB Plan in Fiscal Year 2022.

  93. Fiscal Year 2022 APB Plan Attainment and Payout Amounts

    | Name | Bonus Target Percent | Bonus Goals | Bonus Achievement | Payout Amount in Dollars and as a Percentage of Base Salary Paid(1) | | | Hock E. Tan | 200% | Revenue (50%) | 150 % | | | | President and Chief Executive Officer | | Adjusted non-GAAP Operating Margin (50%) | 150 % | | | | | | Fiscal Year 2022 Attainment | 150 % | $5,400,000 | 450.0% | | Kirsten M. Spears | 100% | Revenue (25%) | 150 % | | | | Chief Financial Officer and Chief Accounting Officer | | Adjusted non-GAAP Operating Margin (25%) | 150 % | | | | | | Divisional Goal (50%) | 115 % | | | | | | Fiscal Year 2022 Attainment | 132 % | $641,854 | 159.0% | | Mark D. Brazeal | 100% | Revenue (25%) | 150 % | | | | Chief Legal and Corporate Affairs Officer | | Adjusted non-GAAP Operating Margin (25%) | 150 % | | | | | | Divisional Goal (50%) | 120 % | | | | | | Fiscal Year 2022 Attainment | 135 % | $885,701 | 175.5% | | Charlie B. Kawwas, Ph.D. | 100% | Revenue (50%) | 150 % | | | | President, Semiconductor Solutions Group | | Adjusted non-GAAP Operating Margin (50%) | 150 % | | | | | | Fiscal Year 2022 Attainment | 150 % | $1,589,720 | 225.0% |

  94. Fiscal Year 2022 APB Plan Attainment and Payout Amounts

    | Includes the quantitative effect of our NEOs’ applicable individual performance multiplier.(1) |

  95. Discretionary Cash Bonuses

    Discretionary Cash Bonuses Each year, the Compensation Committee may supplement or substitute the APB Plan payout earned by our NEOs with discretionary cash bonuses that are awarded based on our CEO’s recommendations (other than with respect to himself) and the Compensation Committee’s assessment of individual contributions. Discretionary cash bonuses were not awarded to our NEOs for Fiscal Year 2022.

  96. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Our equity awards serve as a long-term reward and retention tool for our executives and are intended to reflect market practice and the value we place on their contribution to Broadcom. The philosophy behind our equity awards is to provide each executive with a strong incentive to remain with and build value in Broadcom over an extended period. The Compensation Committee believes that granting RSU and the PSU awards further the objectives of our philosophy by motivating strategic financial performance improvement and maximizing our stock price and TSR. By doing so, our executives’ interests are closely aligned with our stockholders’ interests. The Compensation Committee has historically granted equity awards under our annual equity program to our NEOs (other than our CEO) in March of each year, with 50% in the form of RSU awards and 50% in the form of PSU awards at target. Because our NEOs (other than our CEO) received the 2019 Multi-Year Equity Awards, they have not received regular annual equity awards since 2019. However, these NEOs are eligible to receive equity awards for events outside the ordinary course related to promotions or retention. Accordingly, in Fiscal Year 2022, these NEOs were not granted regular annual equity awards under our annual equity program. See the “Compensation Discussion and Analysis – Elements of Executive Compensation – Long-Term Incentive Compensation” in our Proxy Statement filed with the SEC on February 18, 2020 for a detailed discussion of the 2019 Multi-Year Equity Awards.

  97. Long-Term Incentive Compensation

    | Broadcom Inc. | 49 |

  98. Equity Awards Granted in Fiscal Year 2022

    Equity Awards Granted in Fiscal Year 2022 Equity Incentive Awards Granted to Mr. Tan The Compensation Committee and the independent directors, in consultation with Compensia who was their compensation consultant at that time, focused on retaining Mr. Tan in highly competitive talent market and incentivizing Mr. Tan to continue to increase value for our stockholders. They also considered the appropriate market value for the grant of equity awards to Mr. Tan in comparison to awards granted by our peer group companies and in connection with our corporate strategy. Mr. Tan was granted two equity incentive awards in Fiscal Year 2022 to address two different priorities. The first equity incentive award was approved in September 2021 and was Mr. Tan’s regular annual equity incentive award. The second equity incentive award was approved in October 2021, smaller in size and designed to reward significant achievement tied to our specific strategic priorities in Fiscal Year 2022 that went beyond the standard day-to-day operations responsibilities and were critical in a year when there were expectations of a possible realignment in the global markets and increased macroeconomic uncertainties. For the first equity incentive award granted to Mr. Tan, the Compensation Committee recommended and the independent directors approved an annual PSU award that vests based on our TSR performance compared to the S&P 500 (“Relative TSR”) and absolute TSR (the “FY 2022 TSR PSU Award”) with a target value of $26,000,000 and effective as of and based on the closing price of our common stock on November 1, 2021. The target number of shares was determined by dividing the target value by the closing price of Broadcom’s common stock on November 1, 2021 (rounded down to the nearest share). The award value in the “Fiscal Year 2022 Summary Compensation Table” below is $44,186,269, which reflects the accounting grant date fair value under ASC 718 on November 1, 2021. Mr. Tan may earn up to 300% of the target number of shares based on our Relative TSR and absolute TSR performance measured over the period beginning on November 1, 2021 and ending on November 3, 2024 as confirmed by the independent directors and subject to Mr. Tan’s continued employment on the vesting date, November 3, 2024. However, if Mr. Tan retires from Broadcom on or after the last day of Fiscal Year 2022, the performance period will end on the date of his retirement notice and vest on his retirement date. The number of shares earned will be determined by multiplying the target number of shares by the achievement factor (the “Achievement Factor”). If Mr. Tan’s employment terminates due to his death or permanent disability prior to November 3, 2024, 100% of the FY 2022 TSR PSU Award will automatically vest with respect to the target number of shares. The table below sets forth the Relative TSR and Achievement Factor for the FY 2022 TSR PSU Award.

  99. Equity Awards Granted in Fiscal Year 2022

    | Relative TSR | Achievement Factor(1) | | Below the 25(th) percentile of the S&P 500 | 0 | | At the 25(th) percentile of the S&P 500 | 0.25 | | At the 50(th) percentile of the S&P 500 | 1.0 | | At or above the 75(th) percentile of the S&P 500 | 3.0 |

  100. Equity Awards Granted in Fiscal Year 2022

    | If the Relative TSR achieved during the performance period is between two of the levels set forth in the table above, the Achievement Factor will be determined using linear interpolation, except if Relative TSR for the performance period is less than the 25th percentile of the S&P 500, the Achievement Factor will be 0. If our absolute TSR is negative, then the maximum number of shares that may be earned is 100% of the target shares.(1) |

  101. Equity Awards Granted in Fiscal Year 2022

    For the second equity incentive award granted to Mr. Tan, the independent directors approved a PSU award that vests depending on the satisfaction of pre-established metrics and milestones related to certain strategic objectives (the “FY 2022 Strategic PSU Award”) with a value of $10,000,000 and effective as of and based on the closing price of our common stock on November 1, 2021. The award value in the “Fiscal Year 2022 Summary Compensation Table” below is $9,727,179, which reflects the accounting grant date fair value under ASC 718 on November 1, 2021. The number of shares subject to the award was determined by dividing the award value by the closing price of Broadcom’s common stock on November 1, 2021 (rounded down to the nearest share). To earn the shares, all of the pre-established metrics and milestones related to strategic objectives such as

  102. Equity Awards Granted in Fiscal Year 2022

    | 50 | 2023 Proxy Statement |

  103. Equity Awards Granted in Fiscal Year 2022

    corporate strategy, acquisition strategy and leadership development must be satisfied during the performance period from November 1, 2021 to October 30, 2022, as determined by the independent directors in their sole discretion, and Mr. Tan must remain employed through the vesting date, October 30, 2022. If any of the pre-established metrics and milestones were not satisfied, Mr. Tan would not have earned any shares. If Mr. Tan’s employment had terminated due to his death or permanent disability prior to October 30, 2022, 100% of the FY 2022 Strategic PSU Award would have automatically vested. In November 2021, the independent directors determined that Mr. Tan satisfied all of the pre-established metrics and milestones and earned the shares under the FY 2022 Strategic PSU Award. Promotion Equity Incentive Awards Granted to Mr. Brazeal In December 2021, the Compensation Committee, in consultation with Meridian, granted to Mr. Brazeal promotion equity incentive awards comprised of a RSU award for 8,000 shares (the “Brazeal Promotion RSUs”) and a PSU award for 8,000 shares (the “Brazeal Promotion PSUs”) at target. The terms and amounts of Mr. Brazeal’s promotion equity incentive awards were solely designed to reflect his promotion and increased responsibilities as the Chief Corporate Affairs Officer in addition to his continuing responsibilities as Chief Legal Officer. The Brazeal Promotion RSUs will vest over four years at a rate of 25% per year on each anniversary of the grant date, subject to Mr. Brazeal’s continued employment on the relevant vesting date. The Brazeal Promotion PSUs are earned based on our Relative TSR and our absolute TSR over four overlapping performance periods that begin on March 2, 2021 and end on March 1st of 2022, 2023, 2024 and 2025. The number of shares of common stock that may be earned is capped at 25% of the target number of shares for each of the first three performance periods. In the aggregate, Mr. Brazeal may earn up to 200% of the target number of shares, if at the end of the fourth performance period our Relative TSR is at or above the 75th percentile of the S&P 500 Index and our absolute TSR is not negative. No shares will be earned for a performance period if our Relative TSR is below the 25th percentile of the S&P 500 Index. The Brazeal Promotion PSUs vest, to the extent earned, on each anniversary of the grant date, subject to his continued employment on the relevant vesting date. Within 60 days after the end of each performance period, the Compensation Committee will determine the number of shares earned by multiplying the target number of shares subject to the performance period (25% of the total target number of shares) by an Achievement Factor. The Achievement Factor is based on our Relative TSR for the performance period. For the fourth performance period the Achievement Factor is based on our Relative TSR, as well as the sum of the Achievement Factors for the first three performance periods (the “Prior Achievement Sum”). However, if our absolute TSR is negative for the fourth performance period, then the maximum number of shares that may be earned is 100% of the total target number of shares. If the Relative TSR is between two of the percentile levels, the number of shares earned will be determined using linear interpolation.

  104. Equity Awards Granted in Fiscal Year 2022

    | Broadcom Inc. | 51 |

  105. Equity Awards Granted in Fiscal Year 2022

    The table below sets forth the Relative TSR and Achievement Factor for the Brazeal Promotion PSUs.

  106. Equity Awards Granted in Fiscal Year 2022

    | Relative TSR | Achievement Factor | | Performance Periods 1, 2 and 3 | | | At the 50th Percentile of the S&P 500 | 1 | | At the 25th Percentile of the S&P 500 | 0.5 | | Below the 25th Percentile of the S&P 500 | 0 | | Performance Period 4 | | | At the 75th Percentile of the S&P 500 | Absolute TSR Negative = 4 less the Prior Achievement Sum Absolute TSR Neutral or Positive = 8 less the Prior Achievement Sum (not to exceed, in aggregate, 200% of the target number of shares) | | At the 50th Percentile of the S&P 500 | 4 less the Prior Achievement Sum | | At the 25th Percentile of the S&P 500 | Prior Achievement Sum greater than or equal to 1.5=0.5 Prior Achievement Sum less than 1.5=2 less the Prior Achievement Sum | | Below the 25th Percentile of the S&P 500 | 0 |

  107. PSU Awards Earned for the 2018-2022, 2019-2022, 2020-2022 and 2021-2022 Performance Periods

    PSU Awards Earned for the 2018-2022, 2019-2022, 2020-2022 and 2021-2022 Performance Periods The PSU awards granted to our NEOs (other than our CEO) in Fiscal Years 2018, 2019, 2021 and 2022 are subject to four overlapping performance periods. Following completion of each performance period, the Compensation Committee confirms the Relative TSR attained, and the shares earned under the applicable PSU award pursuant to the following calculation: The fiscal year 2018 PSU awards are subject to four overlapping performance periods ending on each March 1st of 2019, 2020, 2021 and 2022. The table below sets forth the Relative TSR attainment and the number of shares earned for each complete performance period, as confirmed by the Compensation Committee. Our absolute TSR was positive for the fourth performance period.

  108. PSU Awards Earned for the 2018-2022, 2019-2022, 2020-2022 and 2021-2022 Performance Periods

    | Performance Period | 2018-2019 | 2018-2020 | 2018-2021 | 2018-2022 | | Relative TSR Attainment | 71(st) Percentile | 64(th) Percentile | 91(st) Percentile | 92(rd) Percentile | | Percentage of Target Shares Earned | 100% | 100% | 100% | 200% | | Kirsten M. Spears | 1,250 shares | 1,250 shares | 1,250 shares | 6,250 shares | | Mark D. Brazeal | 1,625 shares | 1,625 shares | 1,625 shares | 8,125 shares | | Charlie B. Kawwas, Ph.D. | 1,875 shares | 1,875 shares | 1,875 shares | 9,375 shares | | Thomas H. Krause, Jr. | 2,000 shares | 2,000 shares | 2,000 shares | 10,000 shares |

  109. PSU Awards Earned for the 2018-2022, 2019-2022, 2020-2022 and 2021-2022 Performance Periods

    | 52 | 2023 Proxy Statement |

  110. PSU Awards Earned for the 2018-2022, 2019-2022, 2020-2022 and 2021-2022 Performance Periods

    The PSU Multi-Year Awards that commenced vesting in Fiscal Year 2019 are subject to four overlapping performance periods ending on each March 1st of 2020, 2021, 2022 and 2023. The table below sets forth the Relative TSR attainment and the number of shares earned for the completed performance period, as confirmed by the Compensation Committee.

  111. PSU Awards Earned for the 2018-2022, 2019-2022, 2020-2022 and 2021-2022 Performance Periods

    | Performance Period | 2019-2020 | 2019-2021 | 2019-2022 | | Relative TSR Attainment | 48(th) Percentile | 90(th) Percentile | 90(th) Percentile | | Percentage of Target Shares Earned | 95.76% | 100% | 100% | | Kirsten M. Spears | 1,495 shares | 1,562 shares | 1,562 shares | | Mark D. Brazeal | 1,795 shares | 1,875 shares | 1,875 shares | | Charlie B. Kawwas, Ph.D. | 2,394 shares | 2,500 shares | 2,500 shares | | Thomas H. Krause, Jr. | 2,394 shares | 2,500 shares | 2,500 shares |

  112. 2019 PSU

    2019 PSU The PSU Multi-Year Awards that commenced vesting in Fiscal Year 2020 are subject to four overlapping performance periods ending on each March 1st of 2021, 2022, 2023 and 2024. The table below sets forth the Relative TSR attainment and the number of shares earned for the completed performance period, as confirmed by the Compensation Committee.

  113. 2019 PSU

    | Performance Period | 2020-2021 | 2020-2022 | | Relative TSR Attainment | 92(nd) Percentile | 93(rd) Percentile | | Percentage of Target Shares Earned | 100% | 100% | | Kirsten M. Spears | 1,562 shares | 1,562 shares | | Mark D. Brazeal | 1,875 shares | 1,875 shares | | Charlie B. Kawwas, Ph.D. | 2,500 shares | 2,500 shares | | Thomas H. Krause, Jr. | 2,500 shares | 2,500 shares |

  114. 2020 PSU

    2020 PSU The promotion PSU Award granted to Ms. Spears in December 2020 is subject to four overlapping performance periods ending on each March 1st of 2021, 2022, 2023 and 2024 and vest, to the extent earned, on the anniversary of the grant date, subject to Ms. Spears’ continued employment on the vesting date. The table below sets forth the Relative TSR attainment and the number of shares earned for the completed performance period, as confirmed by the Compensation Committee. The shares earned for the performance period ending March 1, 2022 vest on December 15, 2022.

  115. 2020 PSU

    | Performance Period | 2020-2021 | 2020-2022 | | Relative TSR Attainment | 92(nd) Percentile | 93(rd) Percentile | | Percentage of Target Shares Earned | 100% | 100% | | Kirsten M. Spears | 3,250 shares | 3,250 shares |

  116. SPEARS PROMOTION PSU

    SPEARS PROMOTION PSU

  117. SPEARS PROMOTION PSU

    | Broadcom Inc. | 53 |

  118. SPEARS PROMOTION PSU

    The PSU Multi-Year Awards that commenced vesting in Fiscal Year 2021 are subject to four overlapping performance periods ending on each March 1st of 2022, 2023, 2024 and 2025. The table below sets forth the Relative TSR attainment and the number of shares earned for the completed performance period, as confirmed by the Compensation Committee.

  119. SPEARS PROMOTION PSU

    | Performance Period | 2021-2022 | | Relative TSR Attainment | 69(th) Percentile | | Percentage of Target Shares Earned | 100% | | Kirsten M. Spears | 1,562 shares | | Mark D. Brazeal | 1,875 shares | | Charlie B. Kawwas, Ph.D. | 2,500 shares | | Thomas H. Krause, Jr. | 2,500 shares |

  120. 2021 PSU

    2021 PSU The Brazeal Promotion PSU is subject to four overlapping performance periods ending on each March 1st of 2022, 2023, 2024 and 2025 and vest, to the extent earned, on the anniversary of the grant date, subject to Mr. Brazeal’s continued employment. The table below sets forth the Relative TSR attainment and the number of shares earned for the performance period ending March 1, 2022, as confirmed by the Compensation Committee, which vest on December 15, 2022.

  121. 2021 PSU

    | Performance Period | 2021-2022 | | Relative TSR Attainment | 69(th) Percentile | | Percentage of Target Shares Earned | 100% | | Shares earned | 2,000 shares |

  122. BRAZEAL PROMOTION PSU

    BRAZEAL PROMOTION PSU The FY 2022 Strategic Award granted to Mr. Tan consisted of 18,937 shares that could be earned upon satisfaction of pre-approved metrics and milestones related to corporate strategy, acquisition strategy and leadership development during the performance period from November 1, 2021 to October 30, 2022. Following Fiscal Year 2022, the independent directors confirmed that all of the metrics and milestones set forth in the FY 2022 Strategic Award were satisfied during the performance period and, as a result, Mr. Tan earned the 18,937 shares, which vested immediately.

  123. Severance and Change in Control Benefits

    Severance and Change in Control Benefits The Compensation Committee believes that severance and change in control arrangements are important parts of the overall compensation program for our NEOs. Severance arrangements provide a stable work environment and are used primarily to attract and retain individuals with the requisite experience and ability to drive our success. Change in control provisions help to secure the continued employment and dedication of our NEOs, to reduce any concern that they might have regarding their own continued employment prior to or following a change in control of Broadcom and to promote continuity of management during a corporate transaction. Each of our NEOs (except Mr. Krause due to his resignation) is eligible for severance and change in control payments and benefits under their respective severance benefit agreement, including vesting acceleration of the equity awards following a Covered Termination (as defined below under “Executive Compensation — Severance and Change in Control Agreements with Named Executive Officers; Death and Permanent Disability Policies; Retirement”) in connection with a change in control, which is commonly referred to as a “double trigger” provision. The Compensation Committee provides such payments and benefits to our NEOs based on its review of severance practices at the companies in our compensation peer group and as the result of arms’ length negotiations at the time our NEOs commence employment with Broadcom, when they are requested to take on additional responsibilities, or from time to time if deemed necessary or desirable to achieve parity with other NEOs or otherwise. Further, we believe our double trigger change in control arrangements protects stockholder value by allowing us the opportunity to deliver a motivated management team to any potential acquirer. If we did not offer such change in control arrangements, our NEOs could be less motivated to pursue a potential acquisition even if such a transaction would benefit our stockholders, due to the possibility that they would lose the potential value of their unvested equity compensation upon an acquisition. For a summary of the material terms and conditions of these arrangements, as well as an estimate of the post-employment payments and benefits that our NEOs are eligible to receive, see “Executive Compensation – Severance and Change in Control Agreements with Named Executive Officers; Death and Permanent Disability Policies; Retirement” below.

  124. Equity Awards Granted in Fiscal Year 2023

    Equity Awards Granted in Fiscal Year 2023 On October 31, 2022 (the “Grant Date”), in connection with the annual equity incentive award grant review and in consultation with Meridian, the independent directors granted Mr. Tan a PSU award with the opportunity to earn up to 1,000,000 shares contingent on both achievement of formidable stock price performance milestones and continued service requirements over a five-year period (the “FY 2023 Tan PSU Award”). In addition, the Compensation Committee, in consultation with Meridian, granted Dr. Kawwas on the Grant Date a PSU award with the opportunity to earn up to 300,000 shares with vesting terms similar to the FY 2023 Tan PSU Award and contingent on both achievement of formidable stock performance milestones and continued service requirements over a five-year period (the “FY 2023 Kawwas PSU Award,” and together with the FY 2023 Tan PSU Award, the “FY 2023 PSU Awards”).

  125. Equity Awards Granted in Fiscal Year 2023

    | Broadcom Inc. | 55 |

  126. Equity Awards Granted in Fiscal Year 2023

    The grant date fair value of the maximum vesting opportunities for these FY 2023 PSU Awards (per ASC 718) is estimated to be approximately $161,000,000 for Mr. Tan and $48,000,000 for Dr. Kawwas.

  127. Leading Broadcom through the Next Stage of Growth

    Leading Broadcom through the Next Stage of Growth The independent directors approved the FY 2023 Tan PSU Award to incentivize achievement of our long-term growth strategy and drive substantial return to stockholders by (i) aligning Mr. Tan’s interests with those of our stockholders by shifting material elements of Mr. Tan’s compensation opportunity to performance-based compensation and (ii) providing a significant incentive for Mr. Tan to continue to lead Broadcom, while executing critical growth initiatives, including the pending acquisition of VMware. Under Mr. Tan’s leadership, we increased our TSR by over 3,700% since our initial public offering in 2009. Mr. Tan has been and continues to be the driving force behind our transformation from a semiconductor company into the world’s leading infrastructure technology company that is poised to continue our platform expansion to accelerate innovation and address the most complex information technology infrastructure needs. The independent directors believe that Mr. Tan’s leadership is a key factor for our ongoing success and growth potential, and thus, a long-term equity incentive award that motivates Mr. Tan to realize our success and growth potential is in the best interests of all of our stockholders. The Compensation Committee approved the FY 2023 Kawwas PSU Award to reflect Dr. Kawwas’ promotion as President, Semiconductor Solutions Group in July 2022 and increased responsibilities in overseeing our broad semiconductor portfolio in addition to continuing to oversee worldwide semiconductor sales and global operations, and to provide a significant incentive for Dr. Kawwas to continue to contribute towards the achievement of our long-term performance goals.

  128. Incentive Opportunities Aligned with Stockholders

    Incentive Opportunities Aligned with Stockholders The FY 2023 PSU Awards are 100% at risk and deliver value to Mr. Tan and Dr. Kawwas only if our stockholders have also received significant and sustained value appreciation during the five-year performance period. The shares under the FY 2023 PSU Awards can be earned only during the period beginning after the third anniversary of the Grant Date and concluding on the fifth anniversary of the Grant Date (the “Earning Period”) (i) if our consecutive 20-trading days closing stock price average (the “Average Stock Price”) meets or exceeds the pre-established and formidable per share stock price hurdles set forth below during the Earning Period and (ii) there is no termination of employment, consultancy or Board membership, except as otherwise set forth in the PSU agreements. One-third of the shares subject to the FY 2023 PSU Awards will be earned for each per share stock price hurdle attained, with no interpolation between the price hurdles.

  129. Incentive Opportunities Aligned with Stockholders

    | Stock Price Performance Milestone | Number of Tan PSUs that Could be Earned | Number of Kawwas PSUs that Could be Earned | | $825 | 333,333 | 100,000 | | $950 | 333,334 | 100,000 | | $1,125 | 333,333 | 100,000 |

  130. Fiscal Year 2022 Summary Compensation Table

    | Name and Principal Positions | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($) | Total ($) | | Hock E. Tan | 2022 | 1,200,000 | — | 53,913,448(3) | 5,400,000 | 93,523(4) | 60,606,971 | | President and Chief Executive Officer | 2021 | 1,200,000 | — | 54,056,808 | 5,400,000 | 46,819 | 60,703,627 | | | 2020 | 1,171,154 | — | — | 2,452,930 | 71,768 | 3,695,852 | | Kirsten M. Spears | 2022 | 403,969 | — | — | 641,854 | 18,300(5) | 1,064,124 | | Chief Financial Officer and Chief Accounting Officer | 2021 | 392,781 | — | 13,451,047 | 584,233 | 17,596 | 14,445,657 | | | 2020 | 332,964 | — | — | 187,205 | 16,904 | 537,073 | | Mark D. Brazeal(6) | 2022 | 504,962 | — | 12,474,520 | 885,701 | 18,300(5) | 13,883,483 | | Chief Legal and Corporate Affairs Officer | 2021 | 500,000 | — | — | 818,750 | 17,400 | 1,336,150 | | | 2020 | 485,577 | 455,062 | — | 544,938 | 43,490 | 1,529,067 | | Charlie B. Kawwas, Ph.D.(7) | 2022 | 706,946 | — | — | 1,589,720 | 18,300(5) | 2,314,967 | | President, Semiconductor Solutions Group | 2021 | 678,462 | — | 20,115,046 | 1,517,885 | 17,400 | 22,328,793 | | | 2020 | 496,691 | — | — | 518,478 | 17,100 | 1,032,269 | | Thomas H. Krause, Jr.(8) | 2022 | 498,965 | — | — | — | 18,300(5) | 517,265 | | Former President, Broadcom Software Group | 2021 | 678,462 | — | 20,115,046 | 1,011,923 | 17,400 | 21,822,831 | | | 2020 | 471,154 | — | — | 527,638 | 17,100 | 1,015,892 |

  131. Fiscal Year 2022 Grants of Plan-Based Awards Table

    Fiscal Year 2022 Grants of Plan-Based Awards Table The following table sets forth information regarding grants of plan-based awards during Fiscal Year 2022 to each of our NEOs. All equity awards were granted under the 2012 Plan.

  132. Fiscal Year 2022 Grants of Plan-Based Awards Table

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($)(3) | | Name | Approval Date(1) | Grant Date(1) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Hock E. Tan | | | 300,000 | 2,400,000 | 5,400,000 | | | | | | | | 09/01/21 | 11/01/21 | | | | 12,309(4) | 49,237(4) | 147,711(4) | | 44,186,269 | | | 10/27/21 | 11/01/21 | | | | —(5) | 18,937(5) | —(5) | | 9,727,179 | | Kirsten M. Spears | | | 25,234 | 403,739 | 817,570 | | | | | | | Mark D. Brazeal | | | 31,542 | 504,673 | 1,021,963 | | | | | | | | 12/14/21 | 12/15/21 | | | | 1,000(6) | 8,000(6) | 16,000(6) | | 7,680,360 | | | 12/14/21 | 12/15/21 | | | | | | | 8,000(7) | 4,794,160 | | Charlie B. Kawwas, Ph.D. | | | 88,318 | 706,542 | 1,589,720 | | | | | | | Thomas H. Krause, Jr.(8) | | | — | — | — | | | | | |

  133. Fiscal Year 2022 Grants of Plan-Based Awards Table

    | The approval date represents the date on which the equity award was approved by the Compensation Committee or the independent directors, as applicable. The grant date is determined in accordance with ASC 718.(1) |

  134. Fiscal Year 2022 Grants of Plan-Based Awards Table

    | Represents potential payouts under the APB Plan for Fiscal Year 2022. Target bonus amounts were as follows, in each case, as a percentage of eligible earnings: Mr. Tan 200%, Ms. Spears 100%, Mr. Brazeal 100%, and Dr. Kawwas 100%. The threshold amounts for Mr. Tan and Dr. Kawwas was 12.5% of their respective target bonus amounts, calculated based on the achievement of a single corporate goal at 50% of the target for such goal and with the individual performance multiplier of 50%. The threshold amount for each of Ms. Spears and Mr. Brazeal was 6.25% of their respective target bonus amounts, calculated based on the achievement of a single corporate or divisional goal at 25% of the target for such goal and with the individual performance multiplier of 50%. The maximum bonus payable was 225% of the target bonus amount for Mr. Tan and Dr. Kawwas, which assumes maximum (150%) performance for each corporate goal and with the individual performance multiplier of 150%.The maximum bonus payable was 202.5% of the target bonus amount for each of Ms. Spears and Mr. Brazeal, which assumes maximum (150%) performance for each corporate goal and maximum (120%) performance for their divisional goals and with the individual performance multiplier of 150%.(2) |

  135. Fiscal Year 2022 Grants of Plan-Based Awards Table

    | Represents the grant date fair value of the equity awards, as determined in accordance with ASC 718. For a discussion of the valuation assumptions used in the calculations, see Note 2 to the Consolidated Financial Statements included in Part II, Item 8 of our 2022 Annual Report filed with the SEC on December 16, 2022.(3) |

  136. Fiscal Year 2022 Grants of Plan-Based Awards Table

    | Represents the FY 2022 TSR PSU Award earned based on our Relative TSR and absolute TSR performance measured over the period beginning on November 1, 2021 and ending on November 3, 2024, as determined by the independent directors and subject to Mr. Tan’s continued employment on the vesting date of November 3, 2024. In the aggregate, Mr. Tan may earn up to 300% of the target number of shares if our Relative TSR is at or above the 75th percentile of the S&P 500 Index and absolute TSR is not negative, provided that no shares will be earned if our Relative TSR is below the 25th percentile of the S&P 500 Index.(4) |

  137. Fiscal Year 2022 Grants of Plan-Based Awards Table

    | Represents the FY 2022 Strategic PSU Award earned based on the achievement of pre-approved metrics and milestones related to corporate strategy, acquisition strategy and leadership development over the period beginning on November 1, 2021 and ending on October 30, 2022, as determined by the independent directors and subject to Mr. Tan’s continued employment on the vesting date of October 30, 2022.(5) |

  138. Fiscal Year 2022 Grants of Plan-Based Awards Table

    | Represents the Brazeal Promotion PSUs earned based on our Relative TSR and absolute TSR over four overlapping performance periods that begin on March 2, 2021 and end on March 1 of 2022, 2023, 2024 and 2025, as determined by the Compensation Committee. The number of shares that may be earned is capped at 25% of the target number of shares for each of the first three performance periods. In the aggregate, Mr. Brazeal may earn up to 200% of the target number of shares if during the fourth performance period our Relative TSR is at or above the 75th percentile of the S&P 500 Index and our absolute TSR is not negative, provided that no shares will be earned for a performance period if our Relative TSR is below the 25th percentile of the S&P 500 Index. The Brazeal Promotion PSUs, to the extent earned, will vest on each anniversary of the grant date, subject to Mr. Brazeal's continued employment as of the vesting dates.(6) |

  139. Fiscal Year 2022 Grants of Plan-Based Awards Table

    | Represents the Brazeal Promotion RSUs that will vest over four years at a rate of 25% per year on each anniversary of the grant date, subject to Mr. Brazeal’s continued employment on the relevant vesting dates.(7) |

  140. Fiscal Year 2022 Grants of Plan-Based Awards Table

    | Mr. Krause resigned from Broadcom in July 2022 and was not eligible to receive a payout under the APB Plan. If Mr. Krause had not left, as a percentage of eligible earnings, the target bonus amount was 100%. The threshold amount was 12.5% of the target bonus amount, calculated based on the achievement of a single corporate goal at 50% of the target for such goal and with the individual performance multiplier of 50%. The maximum bonus payable was 225% of the target bonus amount, which assumes maximum (150%) performance for each corporate goal and with the individual performance multiplier of 150%. Mr. Krause was not granted an equity award in Fiscal Year 2022.(8) |

  141. Fiscal Year 2022 Grants of Plan-Based Awards Table

    | Broadcom Inc. | 59 |

  142. Fiscal Year 2022 Outstanding Equity Awards at Fiscal Year-End Table

    Fiscal Year 2022 Outstanding Equity Awards at Fiscal Year-End Table The following table sets forth information about stock awards outstanding on October 30, 2022, the last day of Fiscal Year 2022, held by each of our NEOs. All outstanding, unvested stock awards previously granted to Mr. Krause were forfeited and cancelled upon his resignation from Broadcom in July 2022 and, as such, no stock awards were outstanding on October 30, 2022.

  143. Fiscal Year 2022 Outstanding Equity Awards at Fiscal Year-End Table

    | Name | Grant Date | Stock Awards(1) | | | | 2019 Multi- Year Equity Award Vest Start Date | | | | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Market Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)(2) | | | Hock E. Tan | 04/05/21 | — | — | 179,400(3) | 84,838,260 | | | | 11/01/21 | — | — | 147,711(4) | 69,852,532 | | | | 11/01/21 | — | — | 18,937(5) | 8,955,307 | | | Kirsten M. Spears | 01/15/19 | 1,562(6) | 738,670 | 7,881(7) | 3,726,925 | 03/15/19 | | | 01/15/19 | 3,124(6) | 1,477,340 | 9,376(8) | 4,433,910 | 03/15/20 | | | 01/15/19 | 4,687(6) | 2,216,482 | 10,938(9) | 5,172,580 | 03/15/21 | | | 01/15/19 | 6,250(6) | 2,955,625 | 12,500(10) | 5,911,250 | 03/15/22 | | | 12/15/20 | 9,750(11) | 4,610,775 | 19,500(12) | 9,221,550 | | | | 12/15/20 | 3,250(13) | 1,536,925 | | | | | Mark D. Brazeal | 01/15/19 | 1,875(6) | 886,688 | 9,455(7) | 4,471,270 | 03/15/19 | | | 01/15/19 | 3,750(6) | 1,773,375 | 11,250(8) | 5,320,125 | 03/15/20 | | | 01/15/19 | 5,625(6) | 2,660,063 | 13,125(9) | 6,206,813 | 03/15/21 | | | 01/15/19 | 7,500(6) | 3,546,750 | 15,000(10) | 7,093,500 | 03/15/22 | | | 12/15/21 | 8,000(14) | 3,783,200 | 14,000(15) | 6,620,600 | | | | 12/15/21 | 2,000(16) | 945,800 | | | | | Charlie B. Kawwas, Ph.D. | 01/15/19 | 2,500(6) | 1,182,250 | 12,606(7) | 5,961,377 | 03/15/19 | | | 01/15/19 | 5,000(6) | 2,364,500 | 15,000(8) | 7,093,500 | 03/15/20 | | | 01/15/19 | 7,500(6) | 3,546,750 | 17,500(9) | 8,275,750 | 03/15/21 | | | 01/15/19 | 10,000(6) | 4,729,000 | 20,000(10) | 9,458,000 | 03/15/22 | | | 04/05/21 | 11,960(17) | 5,655,884 | 35,880(18) | 16,967,652 | |

  144. Fiscal Year 2022 Outstanding Equity Awards at Fiscal Year-End Table

    | The awards shown in these columns are awards granted under our Avago Plan unless otherwise noted.(1) |

  145. Fiscal Year 2022 Outstanding Equity Awards at Fiscal Year-End Table

    | The amounts shown in this column represent the number of shares of common stock that have not vested multiplied by $472.90, the closing price per share of common stock on October 28, 2022, the last trading day of Fiscal Year 2022.(2) |

  146. Fiscal Year 2022 Outstanding Equity Awards at Fiscal Year-End Table

    | Represents a PSU award granted under our 2012 Plan, based on attainment of the maximum performance level, given that the level of performance through October 30, 2022 is tracking above target. This PSU award is earned based on our Relative TSR and absolute TSR performance measured over the period of November 2, 2020 through October 29, 2023, as determined by the independent directors and subject to Mr. Tan’s continued employment on the vesting date of October 29, 2023. In the aggregate, Mr. Tan may earn up to 300% of the target number of shares if our Relative TSR is at or above the 75th percentile of the S&P 500 Index and our absolute TSR is not negative, provided that no shares will be earned if our Relative TSR is not at or above the 25th percentile of the S&P 500 Index.(3) |

  147. Fiscal Year 2022 Outstanding Equity Awards at Fiscal Year-End Table

    | Represents the FY 2022 TSR PSU Award granted under our 2012 Plan, based on attainment of the maximum performance level, given that the level of performance through October 30, 2022 is tracking above target. The FY 2022 TSR PSU Award is earned based on our Relative TSR and absolute TSR performance measured over the period of November 1, 2021 through November 3, 2024, as determined by the independent directors and subject to Mr. Tan’s continued employment on the vesting date of November 3, 2024. In the aggregate, Mr. Tan may earn up to 300% of the target number of shares if our Relative TSR is at or above the 75th percentile of the S&P 500 Index and our absolute TSR is not negative, provided that no shares will be earned if our Relative TSR is not at or above the 25th percentile of the S&P 500 Index.(4) |

  148. Fiscal Year 2022 Outstanding Equity Awards at Fiscal Year-End Table

    | Represents the FY 2022 Strategic PSU Award granted under our 2012 Plan that is earned based on the achievement of all preset metrics and milestones related to corporate strategy, acquisition strategy and leadership development during the performance period of November 1, 2021 through October 30, 2022, as determined by the independent directors determination and subject to Mr. Tan’s continued employment on the vesting date of October 30, 2022. Following Fiscal Year 2022, the independent directors determined that all preset metrics and milestones had been achieved and the shares were issued to Mr. Tan.(5) |

  149. Fiscal Year 2022 Outstanding Equity Awards at Fiscal Year-End Table

    | 60 | 2023 Proxy Statement |

  150. Fiscal Year 2022 Outstanding Equity Awards at Fiscal Year-End Table

    | Represents a RSU Multi-Year Award that will vest as to 25% on each anniversary of the applicable vesting start date, subject to the NEO’s continued employment through the relevant vesting date. The 2019 Multi-Year Equity Awards have staggered vesting start dates of March 15, 2019, 2020, 2021 and 2022.(6) |

  151. Fiscal Year 2022 Outstanding Equity Awards at Fiscal Year-End Table

    | Represents a PSU Multi-Year Award based on attainment of the maximum performance level as performance through October 30, 2022 is tracking at above target. The PSU award will vest as to 25% of the target number of shares on each anniversary of March 15, 2019, subject to the NEO’s continued employment through the applicable vesting date and subject to the achievement of specified performance goals based on our Relative TSR over four performance periods beginning on March 2, 2019 and ending on each of March 1 of 2020, 2021, 2022 and 2023, as determined by the Compensation Committee. The number of shares that may be earned is capped at 25% of the target number of shares for each of the first three performance periods. In the aggregate, the NEO may earn up to 200% of the total target number of shares, if during the fourth performance period our Relative TSR is at or above the 75th percentile of the S&P 500 Index and our absolute TSR is not negative. No shares will be earned for a performance period if our Relative TSR is not at or above the 25th percentile of the S&P 500 Index. Our Relative TSR for the first, second and third performance periods was at the 48th, 90th and 90th percentile, respectively, and, as a result, 23.9%, 25% and 25% of the PSU award was earned in Fiscal Years 2020, 2021 and 2022, respectively.(7) |

  152. Fiscal Year 2022 Outstanding Equity Awards at Fiscal Year-End Table

    | Represents a PSU Multi-Year Award based on attainment of the maximum performance level as performance through October 30, 2022 is tracking at above target. The PSU award will vest as to 25% of the target number of shares on each anniversary of March 15, 2020, subject to the NEO’s continued employment through the applicable vesting date and subject to the achievement of specified performance goals based on our Relative TSR over four performance periods beginning on March 2, 2020 and ending on each of March 1 of 2021, 2022, 2023 and 2024, as determined by the Compensation Committee. The number of shares that may be earned is capped at 25% of the target number of shares for each of the first three performance periods. In the aggregate, the NEO may earn up to 200% of the total target number of shares, if during the fourth performance period our Relative TSR is at or above the 75th percentile of the S&P 500 Index and our absolute TSR is not negative. No shares will be earned for a performance period if our Relative TSR is not at or above the 25th percentile of the S&P 500 Index. Our Relative TSR for the first and second performance periods was at the 92nd and 93rd percentile, respectively, and, as a result, 25% of the PSU award was earned in each of Fiscal Years 2021 and 2022.(8) |

  153. Fiscal Year 2022 Outstanding Equity Awards at Fiscal Year-End Table

    | Represents a PSU Multi-Year Award based on attainment of the maximum performance level as performance through October 30, 2022 is tracking at above target. The PSU award will vest as to 25% of the target number of shares on each anniversary of March 15, 2021, subject to the NEO’s continued employment through the applicable vesting date and subject to the achievement of specified performance goals based on our Relative TSR over four performance periods beginning on March 2, 2021 and ending on each of March 1 of 2022, 2023, 2024 and 2025, as determined by the Compensation Committee. The number of shares that may be earned is capped at 25% of the target number of shares for each of the first three performance periods. In the aggregate, the NEO may earn up to 200% of the total target number of shares, if during the fourth performance period our Relative TSR is at or above the 75th percentile of the S&P 500 Index and our absolute TSR is not negative. No shares will be earned for a performance period if our Relative TSR is not at or above the 25th percentile of the S&P 500 Index. Our Relative TSR for the first performance period was at the 69th percentile and, as a result, 25% of the PSU award was earned in Fiscal Year 2022.(9) |

  154. Fiscal Year 2022 Outstanding Equity Awards at Fiscal Year-End Table

    | Represents a PSU Multi-Year Award based on attainment of the target performance level as performance through October 30, 2022 is tracking at below target. The PSU award will vest as to 25% of the target number of shares on each anniversary of March 15, 2022, subject to the NEO’s continued employment through the applicable vesting date and subject to the achievement of specified performance goals based on our Relative TSR over four performance periods beginning on March 2, 2022 and ending on each of March 1 of 2023, 2024, 2025 and 2026, as determined by the Compensation Committee. The number of shares that may be earned is capped at 25% of the target number of shares for each of the first three performance periods. In the aggregate, the NEO may earn up to 200% of the total target number of shares, if during the fourth performance period our Relative TSR is at or above the 75th percentile of the S&P 500 Index and our absolute TSR is not negative. No shares will be earned for a performance period if our Relative TSR is not at or above the 25th percentile of the S&P 500 Index.(10) |

  155. Fiscal Year 2022 Outstanding Equity Awards at Fiscal Year-End Table

    | Represents a RSU award granted under the LSI Plan that vests as to 25% on each anniversary of the grant date, subject to Ms. Spears’ continued employment through the applicable vesting date.(11) |

  156. Fiscal Year 2022 Outstanding Equity Awards at Fiscal Year-End Table

    | Represents a PSU award granted under the LSI Plan based on the attainment of the maximum performance level as performance through October 30, 2022 is tracking above target. The PSU award will vest as to 25% of the target number of shares on each anniversary of December 15, 2020, the grant date, subject to Ms. Spears’ continued employment through the applicable vesting date and subject to the achievement of specified performance goals based on our Relative TSR over four performance periods beginning on March 2, 2020 and ending on each of March 1 of 2021, 2022, 2023 and 2024, as determined by the Compensation Committee. The number of shares that may be earned is capped at 25% of the target number of shares for each of the first three performance periods. In the aggregate, Ms. Spears may earn up to 200% of the target number of shares, if during the fourth performance period our Relative TSR is at or above the 75th percentile of the S&P 500 Index and our absolute TSR is not negative. No shares will be earned for a performance period if our Relative TSR is below the 25th percentile of the S&P 500 Index. Our Relative TSR for the first performance period was at the 92nd percentile and, as a result, 25% (3,250 shares) of the PSU award was earned in Fiscal Year 2021 and vested in Fiscal Year 2022. Our Relative TSR for the second performance period was at the 93rd percentile and, as a result, 25% (3,250 shares) of the PSU award was earned in Fiscal Year 2022 but remained unvested until December 15, 2022.(12) |

  157. Fiscal Year 2022 Outstanding Equity Awards at Fiscal Year-End Table

    | Represent shares earned under a PSU award (referenced in footnote (12)) in Fiscal Year 2022 but remain subject to time-based vesting. Subject to the NEO’s continued employment, the shares vest on December 15, 2022.(13) |

  158. Fiscal Year 2022 Outstanding Equity Awards at Fiscal Year-End Table

    | Represents the Brazeal Promotion RSUs granted under the 2012 Plan that vests as to 25% on each anniversary of the grant date, subject to Mr. Brazeal’s continued employment through the applicable vesting date.(14) |

  159. Fiscal Year 2022 Outstanding Equity Awards at Fiscal Year-End Table

    | Represents the Brazeal Promotion PSUs granted under the 2012 Plan based on the attainment of the maximum performance level as performance through October 30, 2022 is tracking above target. The Brazeal Promotion PSUs will vest as to 25% on each anniversary of December 15, 2021, the grant date, subject to Mr. Brazeal’s continued employment through the applicable vesting date and subject to the achievement of specified performance goals based on our Relative TSR over four performance periods beginning on March 2, 2021 and ending on each of March 1 of 2022, 2023, 2024 and 2025, as determined by the Compensation(15) |

  160. Fiscal Year 2022 Outstanding Equity Awards at Fiscal Year-End Table

    | Broadcom Inc. | 61 |

  161. Fiscal Year 2022 Outstanding Equity Awards at Fiscal Year-End Table

    | Committee. The number of shares that may be earned is capped at 25% of the target number of shares for each of the first three performance periods. In the aggregate, Mr. Brazeal may earn up to 200% of the target number of shares, if during the fourth performance period our Relative TSR is at or above the 75th percentile of the S&P 500 Index and our absolute TSR is not negative. No shares will be earned for a performance period if our Relative TSR is below the 25th percentile of the S&P 500 Index. Our Relative TSR for the first performance period was at the 69th percentile and, as a result, 25% (2,000 shares) of this award was earned in Fiscal Year 2022, but remained unvested until December 15, 2022. |

  162. Fiscal Year 2022 Outstanding Equity Awards at Fiscal Year-End Table

    | Represent shares earned under the Brazeal Promotion PSUs (referenced in footnote (15)) in Fiscal Year 2022 but remain subject to time-based vesting. Subject to the NEO’s continued employment, the shares vest on December 15, 2022.(16) |

  163. Fiscal Year 2022 Outstanding Equity Awards at Fiscal Year-End Table

    | Represents a RSU award granted under our 2012 Plan that vest as to one-third on each anniversary of December 15, 2020, subject to Dr. Kawwas’ continued employment through the applicable vesting dates.(17) |

  164. Fiscal Year 2022 Outstanding Equity Awards at Fiscal Year-End Table

    | Represents a PSU award granted under our 2012 Plan based on attainment of the maximum performance level as performance through October 30, 2022 is tracking above target. This PSU award is earned based on our Relative TSR and absolute TSR measured over the period of November 2, 2020 through October 29, 2023, as determined by the Compensation Committee, subject to Dr. Kawwas’ continued employment on the vesting date of October 29, 2023. In the aggregate, Dr. Kawwas may earn up to 200% of the target number of shares if our Relative TSR is at or above the 75th percentile of the S&P 500 Index and our absolute TSR is not negative, provided that no shares will be earned if our Relative TSR is below the 25th percentile of the S&P 500 Index.(18) |

  165. Fiscal Year 2022 Option Exercises and Stock Vested Table

    Fiscal Year 2022 Option Exercises and Stock Vested Table The following table sets forth information regarding the vesting of stock awards during Fiscal Year 2022 for each of our NEOs. No NEO held outstanding option awards at the end of Fiscal Year 2022. Stock award value realized is calculated by multiplying the number of shares of common stock shown in the table by the closing market price of our shares of common stock, as reported on the Nasdaq Global Select Market, on the date the stock awards vested. Value Realized on Vesting represents long-term gain over multiple years of service by the NEO and are not considered as part of a NEO’s Fiscal Year 2022 compensation.

  166. Fiscal Year 2022 Option Exercises and Stock Vested Table

    | Name | Stock Awards | | | | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Hock E. Tan | — | — | | Kirsten M. Spears | 24,124 | 14,641,217 | | Mark D. Brazeal | 21,750 | 12,927,855 | | Charlie B. Kawwas, Ph.D. | 33,480 | 20,186,138 | | Thomas H. Krause, Jr. | 34,230 | 20,630,708 |

  167. Fiscal Year 2022 Option Exercises and Stock Vested Table

    | These shares include shares vested under RSU and PSU awards granted in fiscal years 2018, 2019 and 2021.(1) |

  168. Potential Payments and Benefits upon Certain Terminations of Employment in Connection with a Change in Control

    Potential Payments and Benefits upon Certain Terminations of Employment in Connection with a Change in Control The following table reflects the potential payments and benefits to which our NEOs, except for Mr. Krause, would be entitled under their severance benefits agreements and equity award agreements in effect as of the end of Fiscal Year 2022 in the event of a Covered Termination taking place within 12 months following a change in control of Broadcom (or in the case of Mr. Tan three months before or 12 months following a change in control of Broadcom). The amounts presented in the table assume an employment termination date and a change in control date of October 30, 2022 and that all eligibility requirements contemplated by the NEO’s respective agreements and our policies and practices, as applicable, were met.

  169. Potential Payments and Benefits upon Certain Terminations of Employment in Connection with a Change in Control

    | Name | Cash Severance Base Salary ($) | Cash Severance Bonus ($) | Health Benefits Continuation Coverage ($)(1) | Value of RSU/PSU Acceleration ($) | Total ($) | | Hock E. Tan | 2,400,000 | 4,800,000 | — | 87,585,809(2) | 94,785,809 | | Kirsten M. Spears | 412,000 | 371,057 | 24,449 | 35,257,532(3) | 36,065,038 | | Mark D. Brazeal | 515,000 | 500,000 | 23,917 | 31,414,274(3) | 32,453,191 | | Charlie B. Kawwas, Ph.D. | 721,000 | 674,615 | 24,449 | 51,364,034(3) | 52,784,098 |

  170. Potential Payments and Benefits upon Certain Terminations of Employment in Connection with a Change in Control

    | Represents the cost of our subsidized continued healthcare benefits based on our current costs to provide such coverage.(1) |

  171. Potential Payments and Benefits upon Certain Terminations of Employment in Connection with a Change in Control

    | This amount includes the number of shares subject to the FY 2022 TSR PSU Award and the FY 2021 PSU Award for which the performance goals have been deemed satisfied based on Broadcom’s actual performance immediately prior to October 30, 2022, multiplied by $472.90, the closing price per share of Broadcom common stock on October 28, 2022, the last trading day of Fiscal Year 2022.(2) |

  172. Potential Payments and Benefits upon Certain Terminations of Employment in Connection with a Change in Control

    | This amount includes the number of shares subject to (a) RSU awards and (b) PSU awards for which the performance goals have been deemed satisfied based on Broadcom’s actual performance immediately prior to October 30, 2022, in each case multiplied by $472.90, the closing price per share of Broadcom common stock on October 28, 2022.(3) |

  173. Potential Payments and Benefits upon Certain Terminations of Employment

    Potential Payments and Benefits upon Certain Terminations of Employment The following table reflects the potential payments and benefits to which our NEOs, except for Mr. Krause, would be entitled under their severance benefits agreements in effect as of the end of Fiscal Year 2022, in the event of a Covered Termination taking place not in connection with a change in control of Broadcom. The amounts presented in the table assume an employment termination date of October 30, 2022 and that all eligibility requirements contemplated by the NEO’s respective agreements and our policies and practices, as applicable, were met.

  174. Potential Payments and Benefits upon Certain Terminations of Employment

    | Name | Cash Severance Base Salary ($) | Cash Severance Bonus ($) | Health Benefits Continuation Coverage ($)(1) | Cash Payments in Exchange for Equity Cancellation ($)(2) | Total ($) | | Hock E. Tan | 1,200,000 | 2,400,000 | — | — | 3,600,000 | | Kirsten M. Spears | 309,000 | 185,529 | 12,224 | — | 506,753 | | Mark D. Brazeal | 386,250 | 250,000 | 11,959 | — | 648,209 | | Charlie B. Kawwas, Ph.D. | 540,750 | 337,308 | 12,224 | 30,691,210 | 31,581,492 |

  175. Potential Payments and Benefits upon Certain Terminations of Employment

    | Represents the cost of the subsidized continued healthcare benefits based on the current costs to provide such coverage.(1) |

  176. Potential Payments and Benefits upon Certain Terminations of Employment

    | This amount includes the number of shares that would have vested under outstanding RSU and PSU awards had Dr. Kawwas remained continuously employed by Broadcom for an additional 18 months following October 30, 2022, with any applicable performance conditions deemed to have been achieved at target performance, multiplied by $472.90, the closing price per share of Broadcom common stock on October 28, 2022.(2) |

  177. Potential Payments and Benefits upon Certain Terminations of Employment

    | Broadcom Inc. | 65 |

  178. Potential Payments under our Death and Permanent Disability Policies

    Potential Payments under our Death and Permanent Disability Policies The following table reflects the additional potential payments and benefits to which our NEOs, except for Mr. Krause, would be entitled under the Death and Permanent Disability Policies in effect as of October 30, 2022, in the event of death or permanent disability. The amounts presented in the table assume a termination of employment date of October 30, 2022 and that all eligibility requirements contemplated by the Death and Permanent Disability Policies were met.

  179. Potential Payments under our Death and Permanent Disability Policies

    | Name | Value of RSU/PSU Acceleration ($)(1) | | Hock E. Tan | 51,563,597 | | Kirsten M. Spears | 23,998,256 | | Mark D. Brazeal | 25,300,150 | | Charlie B. Kawwas, Ph.D. | 37,784,710 |

  180. Potential Payments under our Death and Permanent Disability Policies

    | The amounts represent the number of shares issued upon full acceleration of each RSU award that has begun vesting and each PSU award for which the performance period has begun with the performance goals deemed achieved at target performance levels, multiplied by $472.90, the closing price per share of Broadcom common stock on October 28, 2022.(1) |

  181. Potential Payments under our Death and Permanent Disability Policies

    | 66 | 2023 Proxy Statement |

  182. Potential Payments under our Death and Permanent Disability Policies

    CEO PAY RATIO CEO PAY RATIO In accordance with SEC rules, Broadcom is providing the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all our employees (the “Ratio”). For Fiscal Year 2022, the annual total compensation of our CEO, as reported in the “Fiscal Year 2022 Summary Compensation Table,” is $60,606,971 and the median of the annual total compensation of all our employees is $179,156. The Ratio is 338 to 1. In determining the annual total compensation of the median employee, we calculated such employee’s compensation in accordance with SEC executive compensation disclosure rules. This calculation is the same calculation used to determine the total compensation for purposes of the “Fiscal Year 2022 Summary Compensation Table” with respect to each of our NEOs. As permitted by SEC rules, for purposes of calculating the pay ratio set forth above, we used the same median employee that we identified for purposes of our pay ratio disclosure in Fiscal Year 2020, based on our determination that there was no change in our employee population or employee compensation arrangements that we believe would significantly impact the pay ratio. Our median employee also remained in the same role in Fiscal Year 2020, Fiscal Year 2021 and Fiscal Year 2022. To identify the median employee, we used the following methodology in Fiscal Year 2020:

  183. Potential Payments under our Death and Permanent Disability Policies

    | • | We collected compensation data from our human resources system of record for all employees globally, whether employed on a full-time, part-time, temporary or seasonal basis, as of November 1, 2020, which was the last day of Fiscal Year 2020. Last year, our measuring date was also the last day of our fiscal year. | | • | We annualized the compensation of all permanent full-time and part-time employees who we hired between November 4, 2019 and November 1, 2020. We applied an exchange rate used in our human resources system of record as of November 1, 2020 to convert all international currencies into U.S. dollars. | | • | We used target total direct compensation as of November 1, 2020, as our consistently applied compensation measure. In this context, target total direct compensation meant (1) the applicable annual base salary level in effect as of November 1, 2020, (2) the annual incentive cash target amount or commission target amount payable for service in Fiscal Year 2020, and (3) the approved value of the annual equity awards granted during Fiscal Year 2020. |

  184. Potential Payments under our Death and Permanent Disability Policies

    The Ratio presented above is a reasonable estimate calculated in a manner consistent with SEC rules based on our human resources system of record. Because the SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, exemptions, estimates and assumptions, this pay ratio disclosure may not be comparable to the pay ratio reported by other companies.

  185. Potential Payments under our Death and Permanent Disability Policies

    | Broadcom Inc. | 67 |

  186. Potential Payments under our Death and Permanent Disability Policies

    EQUITY COMPENSATION PLAN INFORMATION EQUITY COMPENSATION PLAN INFORMATION

  187. Nominations for Election of Directors Using Proxy Access

    Nominations for Election of Directors Using Proxy Access A stockholder, or group of up to 20 stockholders, that has owned continuously for at least three years shares of Broadcom common stock representing an aggregate of at least 3% of our outstanding shares, may nominate and include in our proxy materials director nominees constituting up to 20% of our Board, provided that the stockholder(s) and nominee(s) satisfy the requirements in our Bylaws. Notice of proxy access director nominees must be received no earlier than the close of business on September 20, 2023 and no later than the close of business on October 20, 2023.

  188. Nominations for Election of Directors not Included in the Proxy Materials

    Nominations for Election of Directors not Included in the Proxy Materials Director nominations that a stockholder intends to present at the 2024 Annual Meeting, but does not intend to have included in our proxy materials, must be received no earlier than the close of business on December 4, 2023 and no later than the close of business on January 3, 2024. Notice of director nominations must be submitted by a registered stockholder, must set forth the information required by our Bylaws and comply with additional

  189. Nominations for Election of Directors not Included in the Proxy Materials

    | Broadcom Inc. | 75 |

  190. Nominations for Election of Directors not Included in the Proxy Materials

    requirements set forth in Rule 14a-19(b) under the Exchange Act. If you are a beneficial owner of shares held in street name, you can contact the organization that holds your shares for information about how to register your shares directly in your name as a registered stockholder.