DEF 14A of Broadcom Inc.
Filed Mar 3, 2025 · FY20240001193125-25-044112
Executive Compensation
Executive Compensation As mentioned in last year’s proxy statement, to retain and motivate Mr. Tan, the independent members of the Board granted Mr. Tan in fiscal 2023 a PSU award that requires the following to vest: (i) achievement of formidable stock price performance hurdles and (ii) continued service over a five-year vesting period. Mr. Tan’s fiscal 2023 PSU award was front-loaded to cover the market-based value of both his annual cash and long-term incentive opportunities over a period of five years. As a result, Mr. Tan did not receive a cash incentive payout for his fiscal 2024 performance or an annual equity award in fiscal 2024. We reaffirm that during the five-year vesting period of Mr. Tan’s fiscal 2023 PSU award, we do not intend to grant annual equity awards to Mr. Tan and Mr. Tan will not be eligible to receive annual cash incentive opportunities.
DIRECTOR NOMINEES
DIRECTOR NOMINEES
DIRECTOR NOMINEES
| Name | Independent | | | Diane M. Bryant | ✔ | | | Gayla J. Delly | ✔ | | | Kenneth Y. Hao | ✔ | | | Eddy W. Hartenstein (Lead Independent Director) | ✔ | | | Check Kian Low | ✔ | | | Justine F. Page | ✔ | | | Henry Samueli, Ph.D. (Chairman of the Board) | ✔ | | | Hock E. Tan (President & CEO) | | | | Harry L. You | ✔ | |
DIRECTOR NOMINEES
See “Proposal 1: Election of Directors” below for more information about the Director Nominees.
DIRECTOR NOMINEES
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Total Stockholder Return and Return of Capital
Total Stockholder Return and Return of Capital Our total stockholder return (“TSR”) continues to significantly outperform the S&P 500 and our compensation peer group. Over the five-year period through fiscal 2024, we delivered TSR of 561%, and our market capitalization increased from $125.7 billion to $789.0 billion. *TSR assumes $100 investment in Broadcom common stock on the last trading day of fiscal 2019 and reinvestment of dividends. In addition, we returned an aggregate of $17.0 billion to our stockholders during fiscal 2024, consisting of $9.8 billion in cash dividends and $7.2 billion in stock repurchases. We also paid $5.2 billion for the elimination of shares withheld to cover employee tax withholding due upon the vesting of net-settled equity awards in fiscal 2024. Furthermore, our strong free cash flow in fiscal 2024 enabled us to increase our quarterly common stock dividend to $0.59 per share in our first quarter of fiscal 2025, an increase of 11% over the quarterly dividends paid in the fourth quarter of fiscal 2024.
Anti-Hedging and Anti-Pledging Restrictions
Anti-Hedging and Anti-Pledging Restrictions Our Insider Trading Compliance Policy prohibits all members of our Board and employees, including executive officers, from hedging Broadcom securities, including using calls, options, puts, collars or other instruments to hedge or offset decreases in the market value of Broadcom securities, short selling Broadcom securities, trading in derivative securities related to Broadcom securities or pledging Broadcom securities as collateral for loans. Only upon approval by the NESG Committee and our Board and the establishment of conditional parameters by our Board may a director or an executive officer receive a limited exception to pledge Broadcom securities as collateral for a loan. In evaluating any request for a
Anti-Hedging and Anti-Pledging Restrictions
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Anti-Hedging and Anti-Pledging Restrictions
limited exception, the NESG Committee and our Board assess, among other factors they deem relevant, the proposed amount of Broadcom securities to be pledged, the risks associated with the proposed transaction, the key terms of the proposed transaction and the purpose of the proposed transaction. Upon a request by Dr. Samueli to pledge shares of Broadcom common stock as collateral for loans, the NESG Committee and our Board carefully reviewed and, following approval by the NESG Committee, our Board approved a framework for Dr. Samueli to enter into a pledging arrangement that enables Dr. Samueli to access the funds necessary to pursue a development project called OCVIBE in Orange County, California (as further described below), while also allowing Dr. Samueli to continue to own the pledged shares. Rather than selling Broadcom common stock in the near term to fund the development project, the pledging arrangement allows Dr. Samueli to retain his Broadcom common stock, or, if he chooses, to engage in an orderly disposition of his Broadcom common stock over time to extinguish the pledge. Under the approved framework, (i) the total number of shares of Broadcom common stock pledged must not exceed 25% of the total number of shares of Broadcom common stock beneficially owned by Dr. Samueli at the time of entering into the pledging arrangement and (ii) the aggregate loan amount collateralized by such pledged shares must not exceed 12.5% of the fair market value of the total number of shares of Broadcom common stock beneficially owned by Dr. Samueli at the time of entering into the pledging arrangement. Any proposed modification to these parameters or entry into a new pledging arrangement would require a new approval by the NESG Committee and our Board. Pursuant to our Board’s approval of this limited exception, Dr. Samueli has pledged shares of Broadcom common stock to secure loans for a development project called OCVIBE in Orange County, California, that aims to create jobs, affordable housing and a central community hub for Orange County and its surrounding communities. On November 15, 2024, Dr. Samueli pledged 16,175,000 shares of Broadcom common stock, which, at that time, represented approximately 18% of the total shares beneficially owned by Dr. Samueli and 0.3% of the total outstanding shares of Broadcom common stock. Our Board was advised by outside counsel of the Board’s responsibilities in connection with its determination whether to grant a limited exception to the policy prohibiting pledging of Broadcom securities, the potential risks associated with Dr. Samueli’s pledging arrangement, including the possibility the pledge could result in a forced sale of the pledged shares, and the developments in other issuers’ practices and policies with respect to pledging. The NESG Committee and our Board considered the following factors, among others, and believe that Dr. Samueli’s pledging arrangement does not pose a material risk to Broadcom or our stockholders, in part because:
Anti-Hedging and Anti-Pledging Restrictions
| • | The pledged shares are not being used for the purpose of shifting or hedging Dr. Samueli’s economic risk in owning Broadcom common stock. The approval of a limited exception allows Dr. Samueli to retain a substantial equity interest in Broadcom while supporting the development of the Orange County community and its surrounding communities. |
Anti-Hedging and Anti-Pledging Restrictions
If our Board had not permitted Dr. Samueli to pledge a portion of his shares of Broadcom common stock, he likely would have chosen, at the time of the pledge, to instead dispose of his shares of Broadcom common stock to fund the development project.
Anti-Hedging and Anti-Pledging Restrictions
| • | The aggregate number of shares of Broadcom common stock pledged by Dr. Samueli in relation to the total number of shares of Broadcom common stock outstanding is small, representing only 0.3% of Broadcom’s outstanding shares as of February 21, 2025. |
Anti-Hedging and Anti-Pledging Restrictions
| • | Even if the pledged shares were to be sold, Dr. Samueli would still easily be in compliance with Broadcom’s stock ownership requirements. Excluding the pledged shares, as of February 21, 2025, Dr. Samueli’s ownership of Broadcom common stock is approximately 29,876 times the amount he is required to hold under Broadcom’s stock ownership guidelines. |
Anti-Hedging and Anti-Pledging Restrictions
| • | Our Board believes that Dr. Samueli has the financial capacity to repay the loans, which are less than the value of the pledged shares, without resorting to selling a significant majority of the Broadcom common stock owned by Dr. Samueli. Based on the closing price of Broadcom common stock on November 15, 2024, the value of the pledged shares was approximately $2.7 billion. |
Anti-Hedging and Anti-Pledging Restrictions
| • | Dr. Samueli is a long-term holder of Broadcom common stock and received almost all of his Broadcom common stock pursuant to Broadcom’s acquisition of Broadcom Corporation, which Dr. Samueli co-founded. None of the pledged shares were acquired through a Broadcom stock plan. Since the acquisition of Broadcom Corporation in February 2016, Dr. Samueli has demonstrated a history of alignment with the long-term best interests of Broadcom and our stockholders. |
Anti-Hedging and Anti-Pledging Restrictions
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Anti-Hedging and Anti-Pledging Restrictions
No other executive officer or director, or any of their immediate family members, has pledged shares of Broadcom common stock. The NESG Committee reviews Dr. Samueli’s pledging arrangement from a risk management perspective and regularly provides a report to our Board.
BOARD COMMITTEES
BOARD COMMITTEES Our Board has the following committees: Audit Committee, Compensation Committee, NESG Committee and Executive Committee. The Audit Committee, the Compensation Committee and the NESG Committee each operate under a charter that satisfies the applicable rules of the SEC and the Nasdaq listing standards. The charters for all four committees are available in the “Investor Center — Corporate Governance” section of our website. Stockholders may also request a copy from Investor Relations, Broadcom Inc., 3421 Hillview Avenue, Palo Alto, California 94304. The current members and chairs of the committees are provided below.
BOARD COMMITTEES
| | Committees | | | | | Name | Audit | Compensation | NESG | Executive | | Diane M. Bryant | | t | | | | Gayla J. Delly | ❖ | | t | t | | Kenneth Y. Hao(1) | | | | | | Eddy W. Hartenstein (Lead Independent Director) | | t | ❖ | t | | Check Kian Low | | t | t | | | Justine F. Page | t | | | | | Henry Samueli, Ph.D. (Chairman of the Board) | | | | ❖ | | Hock E. Tan (President & CEO) | | | | t | | Harry L. You | t | ❖ | | t |
BOARD COMMITTEES
t Member ❖ Chair
BOARD COMMITTEES
| (1) Mr. Hao has not been appointed to any committees.
Compensation Committee
| Members | Primary Responsibilities | Meetings in Fiscal 2024 | | Harry L. You (Chair) Diane M. Bryant Eddy W. Hartenstein Check Kian Low | • Determine executive (other than our CEO) compensation • Recommend to the independent directors our CEO’s compensation • Design (in consultation with management or our Board, as applicable) and evaluate compensation plans, programs and policies • Administer equity-based plans and approve the terms of grants under 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 executive 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 executives (other than our CEO) and recommend to the independent directors 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 its independent 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 participate in any company pension plan or deferred compensation plan. We do not compensate Mr. Tan for his service on our Board or any committee of our Board.
Equity Compensation
Equity Compensation For fiscal 2024, our non-employee directors were also entitled to receive the following equity awards:
Equity Compensation
| • | upon the initial 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 |
Equity Compensation
| • | an annual RSU award using a target value of $250,000, to be granted on the date of the annual meeting of stockholders, subject to the director’s re-election at such meeting. |
Equity Compensation
To determine the number of shares of Broadcom common stock granted pursuant to such awards, the value of the award is divided by the average closing price 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.
Equity Compensation
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Equity Compensation
In December 2024, the Compensation Committee and its independent compensation consultant recommended to our Board, and our Board approved, increasing the equity compensation paid to our non-employee directors such that our non-employee directors will be entitled to receive an initial RSU award and an annual RSU award, each with a target value of $275,000, subject to the same terms and conditions as described above.
Director Compensation for Fiscal 2024
Director Compensation for Fiscal 2024 The following table sets forth the compensation earned by our non-employee directors during fiscal 2024.
Director Compensation for Fiscal 2024
| Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Total ($) | | Diane M. Bryant | 115,000 | 227,567 | 342,567 | | Gayla J. Delly | 142,500 | 227,567 | 370,067 | | Raul J. Fernandez(2) | 65,000 | — | 65,000 | | Kenneth Y. Hao | 78,750 | 283,272 | 362,022 | | Eddy W. Hartenstein | 240,000 | 227,567 | 467,567 | | Check Kian Low | 125,000 | 227,567 | 352,567 | | Justine F. Page | 132,500 | 227,567 | 360,067 | | Henry Samueli, Ph.D. | 191,250 | 227,567 | 418,817 | | Harry L. You | 150,000 | 227,567 | 377,567 |
Director Compensation for Fiscal 2024
| (1) Represents the grant date fair value of a RSU award for (i) 1,890 shares of Broadcom common stock granted to the director on April 22, 2024 following his or her election to our Board and, with respect to Mr. Hao, (ii) 450 shares granted on February 5, 2024 upon his appointment to our Board, determined in accordance with Accounting Standards Codification Topic Number 718 (“ASC 718”), which is the closing 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. |
Director Compensation for Fiscal 2024
The table below shows the aggregate number of shares of Broadcom common stock underlying RSU awards held by our non-employee directors as of November 3, 2024:
Director Compensation for Fiscal 2024
| Name | Number of Shares Underlying RSUs | | Diane M. Bryant | 1,890 | | Gayla J. Delly | 1,890 | | Kenneth Y. Hao | 1,890 | | Eddy W. Hartenstein | 1,890 | | Check Kian Low | 1,890 | | Justine F. Page | 1,890 | | Henry Samueli, Ph.D. | 1,890 | | Harry L. You | 1,890 |
Director Compensation for Fiscal 2024
| (2) Mr. Fernandez did not stand for re-election upon expiration of his term at the 2024 annual meeting. |
Director Compensation for Fiscal 2024
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Director Compensation for Fiscal 2024
ELECTION OF DIRECTORS
DIRECTOR NOMINEES
DIRECTOR NOMINEES Our Board is currently 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 of our Board. 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, qualifications, integrity and understanding of our business and industries required for service on our Board. The demographic background of the director nominees includes ethnicity (four directors) and gender (three directors). Our Board believes that the current composition of the Board as a whole reflects an appropriate mix of tenure, skill sets, backgrounds and perspectives, experience and qualifications that are relevant to Broadcom’s business strategy and governance. 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 any service with other public companies does not and will not impact service on our Board.
Director Qualifications, Skills and Experience
Director Qualifications, Skills and Experience
Director Qualifications, Skills and Experience
| Qualifications & Skills | Bryant | Delly | Hao | Hartenstein | Low | Page | Samueli | Tan | You | | Business Development & Strategy | ✔ | ✔ | ✔ | ✔ | ✔ | | ✔ | ✔ | ✔ | | Cybersecurity | ✔ | | ✔ | | | | | ✔ | ✔ | | Executive Leadership | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Finance/Accounting | | ✔ | ✔ | ✔ | ✔ | ✔ | | ✔ | ✔ | | Global Business | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Manufacturing/Supply Chain | ✔ | ✔ | | | | ✔ | ✔ | ✔ | | | Semiconductor | ✔ | ✔ | ✔ | ✔ | | ✔ | ✔ | ✔ | | | Software/Cloud Computing | ✔ | | ✔ | | | | | ✔ | ✔ | | Technology/Innovation | ✔ | ✔ | ✔ | ✔ | | | ✔ | ✔ | ✔ |
Director Qualifications, Skills and Experience
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Director Qualifications, Skills and Experience
The biographical information of each director nominee provided below is as of February 21, 2025.
Director Qualifications, Skills and Experience
| Diane M. Bryant | | | Director Since: 2019 Independent Director Age: 62 Ms. Bryant served as Chief Executive Officer of NovaSignal Corp., a medical technology and data company specializing in the assessment and management of brain health, from January 2020 to June 2023. She was Chief Operating Officer of Google Cloud at Alphabet Inc. from December 2017 to July 2018. Prior to Alphabet, she held several executive leadership positions at Intel Corporation, including as Group President and Executive Vice President and General Manager of the Data Center Group that develops server, storage and network platforms for the digital services economy and Corporate Vice President and Chief Information Officer. She also serves on the Chancellor’s Board of Advisors at the University of California at Davis. Ms. Bryant serves as a director of Haemonetics Corporation. She served as a director of United Technologies Corporation from January 2017 until its acquisition by Raytheon Company in April 2020. | Board Committees: • Compensation Qualification & Skills: • Business Development & Strategy • Cybersecurity • Executive Leadership • Global Business • Manufacturing/Supply Chain • Semiconductor • Software/Cloud Computing • Technology/Innovation | | Gayla J. Delly | | | Director Since: 2017 Independent Director Age: 65 | Board Committees: • Audit (Chair) • NESG • Executive | | 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 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 also a certified public accountant and was a senior audit manager at KPMG LLP before joining Benchmark. Ms. Delly serves as a director of Flowserve Corporation and Littelfuse, Inc. She served as a director of National Instruments Corporation from March 2020 until its acquisition by Emerson Electric Co. in October 2023 and Benchmark from 2011 to 2016. | Qualification & Skills: • Business Development & Strategy • Executive Leadership • Finance/Accounting • Global Business • Manufacturing/Supply Chain • Semiconductor • Technology/Innovation |
Director Qualifications, Skills and Experience
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Director Qualifications, Skills and Experience
| Kenneth Y. Hao | | | Director Since: 2024 Independent Director Age: 56 | Board Committees: • None | | Mr. Hao has served as Chairman and Managing Partner of Silver Lake, a global technology investment firm, since December 2019. He joined Silver Lake in 2000 and has served in various roles, including as Managing Partner and Managing Director from 2012 to 2019. Prior to Silver Lake, he served in various roles, including as Managing Director, at Hambrecht & Quist (now part of J.P. Morgan) from 1990 to 1999. Mr. Hao serves as a director of SolarWinds Corporation. He served as a director of Splunk Inc. from July 2021 to March 2024, NortonLifeLock Inc. (formerly Symantec Corporation) from March 2016 to September 2022 and SMART Global Holdings, Inc. from April 2011 to April 2021. | Qualification & Skills: • Business Development & Strategy • Cybersecurity • Executive Leadership • Finance/Accounting • Global Business • Semiconductor • Software/Cloud Computing • Technology/Innovation | | Eddy W. Hartenstein | | | Director Since: 2016 Lead Independent Director since 2018 Age: 74 | Board Committees: • Compensation • NESG (Chair) • Executive | | 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, a multimedia, publishing, digital media and broadcasting company. He was Chief Executive Officer from 2001 to 2004 and President from its inception in 1990 to 2001 of DIRECTV Inc., a television service provider. He was inducted into the Consumer Electronics Association Hall of Fame in 2008, the Broadcasting and Cable Hall of Fame in 2002 and the National Academy of Engineering in 2001, and received an Emmy award from the National Academy of Television Arts and Sciences for lifetime achievement in 2007. Mr. Hartenstein serves as a director of Sirius XM Holdings Inc. He 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 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. | Qualification & Skills: • Business Development & Strategy • Executive Leadership • Finance/Accounting • Global Business • Semiconductor • Technology/Innovation |
Director Qualifications, Skills and Experience
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Director Qualifications, Skills and Experience
| Check Kian Low | | | Director Since: 2016 Independent Director Age: 65 | Board Committees: • Compensation • NESG | | 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 since 2007. He was a Special Advisor to Singapore Telecommunications Limited from October 2021 to September 2023. Prior to founding NewSmith, 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 served as a director of Singapore Telecommunications Limited from May 2011 to July 2021. | Qualification & Skills: • Business Development & Strategy • Executive Leadership • Finance/Accounting • Global Business | | Justine F. Page | | | Director Since: 2019 Independent Director Age: 62 | Board Committees: • Audit | | Ms. Page served as Vice President of Finance, Chief Financial Officer and Secretary of Integrated Circuit Systems, Inc., 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. | Qualification & Skills: • Executive Leadership • Finance/Accounting • Global Business • Manufacturing/Supply Chain • Semiconductor |
Director Qualifications, Skills and Experience
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Director Qualifications, Skills and Experience
| Henry Samueli, Ph.D. | | | Director Since: 2016 Chairman of the Board since 2018 Age: 70 | Board Committees: • Executive (Chair) | | Dr. Samueli served as our Chief Technical Officer from February 2016 to December 2018. He co-founded Broadcom Corporation in 1991 and held several executive leadership positions at Broadcom Corporation until its acquisition by Broadcom Inc. (formerly known as Avago Technologies Limited), including as Chief Technical Officer from 1991 to 2008 and 2009 to 2016, Technology Advisor from 2008 to 2009, and Vice President of Research and Development from 1991 to 2003. He is 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 also 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, and received the IEEE Medal of Honor in 2025. Dr. Samueli served as Chairman and Co-Chairman of the Board of Broadcom Corporation from 2011 to 2016 and from 1991 to 2008. | Qualification & Skills: • Business Development & Strategy • Executive Leadership • Global Business • Manufacturing/Supply Chain • Semiconductor • Technology/Innovation | | Hock E. Tan | | | Director Since: 2006 President & CEO Age: 73 | Board Committees: • Executive | | Mr. Tan has served as our President and CEO since March 2006. He was President and Chief Executive Officer at Integrated Circuit Systems, Inc., a publicly-traded timing solutions IC company, from 1999 until its acquisition by Integrated Device Technology, Inc. in 2005. He also served in various executive roles 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 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. He also has served as a Member of the President’s National Security and Telecommunications Advisory Committee since 2020. Mr. Tan serves as a director of Meta Platforms, Inc. Mr. Tan was Chairman of the Board of IDT, a publicly-traded semiconductor company, following its acquisition of ICS from 2005 to 2008. | Qualification & Skills: • Business Development & Strategy • Cybersecurity • Executive Leadership • Finance/Accounting • Global Business • Manufacturing/Supply Chain • Semiconductor • Software/Cloud Computing • Technology/Innovation |
Director Qualifications, Skills and Experience
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Director Qualifications, Skills and Experience
| Harry L. You | | | Director Since: 2019 Independent Director Age: 65 | Board Committees: • Audit • Compensation (Chair) • Executive | | Mr. You served as Chief Financial Officer from September 2016 to August 2019 and President from September 2016 to February 2019 and in May 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 and oversaw corporate strategy and new business development, including mergers and acquisitions, joint ventures and venture capital. 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. He also has served as a trustee of the U.S. Olympic Committee Foundation since 2016. Mr. You serves as Chairman of the Board of Rain Enhancement Technologies Holdco, Inc. Mr. You served as Vice Chairman of the Board of GTY Technology from February 2019 to July 2022 and as a director of IonQ, Inc. from September 2021 to February 2025, Coupang, Inc. from January 2021 to June 2023, Genius Sports Limited from April 2021 to December 2022, Rush Street Interactive, Inc. from September 2019 to June 2022 and Korn/Ferry International from 2005 to 2016. Mr. You is also involved in the following special purpose acquisition companies that our Board believes do not require the same time commitment as an operating company. Mr. You has served as Interim Chief Executive Officer since February 2025 and as Chief Financial Officer since February 2022 of dMY Squared Technology Group, Inc., where he previously served as Co-Chief Executive Officer from March 2022 to March 2023. Mr. You is also Chairman of the Board of dMY Squared Technology Group. Mr. You served as a director of these special purpose acquisition companies: Coliseum Acquisition Corp. from June 2023 to December 2024, dMY Technology Group, Inc. VI from April 2021 to April 2023, dMY Technology Group, Inc. II from June 2020 to April 2021 and dMY Technology Group, Inc. IV from December 2020 to December 2021. | Qualification & Skills: • Business Development & Strategy • Cybersecurity • Executive Leadership • Finance/Accounting • Global Business • Software/Cloud Computing • Technology/Innovation |
Director Qualifications, Skills and Experience
Our Board recommends a vote FOR the election of each of the director nominees.
Director Qualifications, Skills and Experience
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Director Qualifications, Skills and Experience
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 2025. 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 registered public accounting firm. 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.
STOCKHOLDER ENGAGEMENT AND OUR RESPONSE
| What We Heard | Our Response | | Responsiveness to Stockholders’ Concerns in 2024 Proxy Statement | All of our stockholders who we met with acknowledged our responsiveness to our stockholders’ concerns due to: • our enhanced disclosures around our executive compensation program • the commitment made by our Board and the Compensation Committee with respect to special performance awards granted outside of the regular annual equity grant cycle • our Board’s confirmation that Mr. Tan will not be eligible for annual cash incentive opportunities during the five-year vesting period of the 2023 Tan PSU Award • our Board’s intent to not grant Mr. Tan annual equity awards during the five-year vesting period of the 2023 Tan PSU Award | | Fiscal 2023 Tan PSU Award There was general support of the 2023 Tan PSU Award in recognition of the significant stockholder value creation it was designed to incentivize, although some stockholders commented that the value of the 2023 Tan PSU Award simply exceeded their internal valuation threshold for equity grants to executives. | Most of our stockholders reaffirmed that they view the grant of performance-based equity awards and multi-year equity awards in our executive compensation program to be highly effective in incentivizing our executives to deliver exceptional results to our stockholders. In line with our executive compensation program philosophy, design and objectives, our Board front-loaded the 2023 Tan PSU Award to cover five annual cash incentive opportunities and five years of annual equity awards for Mr. Tan. As a result, Mr. Tan did not receive an annual cash incentive payout for his fiscal 2024 performance and did not receive an annual equity award in fiscal 2024. Our Board reaffirms that Mr. Tan will not be eligible for annual cash incentive opportunities during the five-year vesting period of the 2023 Tan PSU Award and its intent to not grant Mr. Tan annual equity awards during the five-year vesting period of the 2023 Tan PSU Award. | | Succession Planning Most stockholders had questions regarding our Board’s approach to CEO succession planning due to the importance of Mr. Tan to Broadcom’s success and significant stockholder value creation. | CEO succession planning is a top priority for our Board, and our Board is actively engaged and involved in CEO succession planning. In response to feedback from our stockholders, we have enhanced our disclosure regarding our Board’s approach to CEO succession planning in “Corporate Governance” to provide more transparency around this process. |
OVERVIEW
OVERVIEW Our executive compensation program is designed to (i) reward our executive officers for growing and sustaining stockholder value consistent with our long-term strategic plan, (ii) align the interests of our executive officers with the interests of our stockholders and (iii) attract, motivate and retain critical talent in a highly competitive talent market. Our distinctive approach in granting performance-based equity awards and multi-year equity awards continues to be highly effective, helping us to deliver exceptional results to our stockholders. Our TSR since 2009 is 12,769%, which has significantly outperformed our peer companies and placed us in the top 1% of the S&P 500 companies during that period. We strongly believe our equity-focused pay-for-performance strategy keeps our executive officers and other employees in critical areas engaged and motivated, as evidenced by our low global voluntary attrition rate, which has consistently been below the technology industry benchmark. In line with our executive compensation program philosophy, design and objectives, more than 90% of our executive officers’ total compensation is comprised of variable compensation. Our executive officers’ short-term incentives and long-term incentives in the form of PSU awards are subject to challenging and rigorous goals designed to achieve aggressive financial targets and significantly increase stockholder value.
Total Stockholder Return and Return of Capital
In addition, we returned an aggregate of $17.0 billion to our stockholders during fiscal 2024, consisting of $9.8 billion in cash dividends and $7.2 billion in stock repurchases. We also paid $5.2 billion for the elimination of shares withheld to cover employee tax withholding due upon the vesting of net-settled equity awards in fiscal 2024. Furthermore, our strong free cash flow in fiscal 2024 enabled us to increase our quarterly common stock dividend to $0.59 per share in our first quarter of fiscal 2025, an increase of 11% over the quarterly dividends paid in the fourth quarter of fiscal 2024.
Fiscal 2024 Total Compensation Components
Fiscal 2024 Total Compensation Components Target total compensation consists of (i) base salary, (ii) target STI under the Annual Performance Bonus Plan (“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 level attainment), as applicable. Mr. Tan and Dr. Kawwas did not receive annual equity awards in fiscal 2024 because they each received a PSU award in fiscal 2023 that was front-loaded to cover five years of annual equity awards. In addition, Mr. Tan did not receive an annual cash incentive payout under the APB Plan for fiscal 2024 because the 2023 Tan PSU Award was also intended to cover five years of STI or annual cash incentive opportunities. The charts below reflect the annualized value of these PSU awards assuming target performance level attainment. The Average Other NEOs chart below also reflects the target LTI value of Ms. Spears’ and Mr. Brazeal’s annual equity awards that commenced vesting in fiscal 2024. As shown in the charts below, 96% of our CEO’s and 95% of our other NEOs’ average annualized target total compensation in fiscal 2024 is comprised of variable compensation, with a majority tied to long-term stock price performance (based on the annualized value of their equity awards and assuming target performance level attainment).
Alignment with Stockholders
Alignment with Stockholders The interests of our executive officers are aligned with our stockholders’ interests because we link a majority of their target total compensation opportunity to stockholder returns in the form of PSU awards that are subject to the attainment of pre-established performance-based objectives. For our CEO and, since fiscal 2023, our President, Semiconductor Solutions Group, 100% of their equity awards are in the form of PSU awards. For our other executive officers, 50% of their equity awards are in the form of PSU awards at target and the remaining 50% are in the form of RSU awards, where the delivered value fluctuates based on our stock price performance.
Attract, Motivate and Retain
Attract, Motivate and Retain Broadcom operates in the extremely competitive Silicon Valley region for executive talent, particularly in the technology sector. Our executive compensation program is designed to contend in this highly competitive talent market to attract qualified, experienced and talented executive officers. We attract, motivate, retain and reward these executive officers, whose skills, knowledge and performance are crucial to our ongoing success. Equity awards, especially multi-year equity awards, are a long-term retention tool for our executive officers. When granting equity awards or when recommending to the independent directors an equity award grant to our CEO, the Compensation Committee considers each executive officer’s role, criticality, responsibilities, experience, expertise and overall value to Broadcom, as well as how much unvested equity the executive officer then holds as an indicator of retention risk. This pay-for-performance strategy keeps our executive officers and other employees in critical areas engaged and motivated, as evidenced by our global voluntary attrition rates in fiscal 2024, which were approximately 2.9% (excluding employees who joined Broadcom as a result of the VMware acquisition) and approximately 6.2% (including employees who joined Broadcom as a result of the VMware acquisition), both of which are below the technology industry benchmark (AON, 2024 Salary Increase and Turnover Study — Second Edition, September 2024). This low global voluntary attrition rate has helped Broadcom become a leading technology company, achieve record financial results and increase stockholder value.
Executive Compensation Governance
| Practices We Employ | | Practices We Do Not Employ | | ✔ | Pay-for-performance compensation philosophyX | No excessive risk taking in incentive plan designs | | ✔ | Majority of NEO compensation at risk and tied to long-term performanceX | No re-pricing of underwater stock options without stockholder approval | | ✔ | Rigorous performance metrics directly tied to value creation for stockholdersX | No excise tax gross-ups | | ✔ | Caps on cash and equity incentive plan payoutsX | No supplemental retirement or pension benefits | | ✔ | Robust annual stockholder engagement led by independent directorsX | No dividend equivalents on unearned RSUs / PSUs | | ✔ | Annual risk assessment of compensation programsX | No guaranteed bonuses | | ✔ | Engagement of an independent compensation consultantX | No “single trigger” change in control payments or benefits | | ✔ | CEO compensation reviewed and approved by the independent directorsX | No excessive executive perquisites | | ✔ | Robust stock ownership guidelines for all executive officers and directorsX | No hedging of stock by executive officers | | ✔ | Clawback policy aligned with SEC requirements and Nasdaq listing standardsX | No pledging of stock by executive officers unless a limited exception is approved by our Board and NESG Committee |
Internal Pay Parity
Internal Pay Parity While we do not maintain a formal policy regarding internal pay parity, it is considered by the Compensation Committee and the independent directors when determining compensation. Consistent with market practice and competitive market benchmarking, our CEO is compensated at a higher level than our other executive officers due to his higher level of experience, peer market benchmarks, responsibility and accountability. Given Mr. Tan’s responsibility for Broadcom’s overall performance, the independent directors believe weighting his total compensation more heavily toward long-term, performance-based incentive compensation is consistent with market practice, appropriately reflects his contributions and directly aligns his incentives with the interests of our stockholders. Accordingly, Mr. Tan receives more of his total compensation in the form of LTI compensation through PSU awards as compared to our other executive officers.
Say-on-Pay
Say-on-Pay The Compensation Committee values open and ongoing engagement with our stockholders on our executive compensation program, and each year our Compensation Committee Chair, on behalf of our Board, engages with our stockholders. Prior to the 2024 annual meeting, our Compensation Committee Chair and the management engagement team met with our stockholders representing 40% of common stock outstanding. The feedback received from our stockholders at these meetings was discussed with the full Compensation Committee and our Board. We also met with our stockholders after the 2024 annual meeting to better understand the 61% support of the 2024 Say-on-Pay proposal. Most of the stockholders who we met with expressed that our Board’s confirmation that Mr. Tan will not be eligible for annual cash incentive opportunities and our Board’s intent to not grant Mr. Tan annual equity awards during the five-year vesting period of the 2023 Tan PSU Award were directly responsive to their concerns related to the quantum of the award. More information about our engagement with our stockholders and our Board’s response to our stockholders’ feedback is provided above in “Stockholder Engagement.”
Individual Executive Compensation Assessment
| • | current base salary, target APB Plan opportunities (and prior fiscal year payouts), the accumulated value of outstanding and unvested equity awards and other benefits; |
Role of Compensation Consultant
Role of Compensation Consultant Meridian provided consulting services on executive and non-employee director compensation-related matters to the Compensation Committee and the independent directors in fiscal 2024, including assessments of executive and non-employee director compensation based on competitive market compensation data analyses. 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 in fiscal 2024. The Compensation Committee assessed the independence of Meridian pursuant to SEC and Nasdaq rules and concluded that Meridian was independent and its work for the Compensation Committee did not raise any conflict of interest.
Competitive Market Positioning
Competitive Market Positioning The Compensation Committee works with its independent compensation consultant to develop a meaningful compensation peer group for purposes of understanding competitive market compensation practices. The compensation peer group is annually reviewed and updated as necessary. The compensation peer group is used for comparative purposes only. The Compensation Committee does not benchmark any pay elements or target total compensation to a specific percentile. In the absence of relevant peer group data, the Compensation Committee reviews industry-based market pay survey data. In August 2023, the Compensation Committee, in consultation with Meridian, adjusted the peer group selection criteria in anticipation of completing the VMware acquisition in early fiscal 2024 and approved the peer group below for fiscal 2024. In order for the compensation peer group to better reflect Broadcom’s technology industry peers following the VMware acquisition and due to market capitalization values falling outside of the selection criteria set forth below, we removed Automatic Data Processing, Lam Research Corporation, Micron Technology, Inc. and PayPal Holdings, Inc. from the peer compensation group. We added Intuit Inc. and Meta Platforms, Inc. to the compensation peer group based on meeting all of the applicable selection criteria set forth below, as well as talent market relevance. The following selection criteria were considered as guidelines when developing the compensation peer group:
Competitive Market Positioning
| • | Revenue: comparability across annual revenue, generally 0.25 to 4.0 times that of Broadcom |
Competitive Market Positioning
| • | Market capitalization: market capitalization that generally falls between 0.25 to 4.0 times that of Broadcom |
Competitive Market Positioning
| • | Industry: companies in semiconductor-related and other technology-focused industries having a similar scale |
Competitive Market Positioning
| Fiscal 2024 Compensation Peer Group | | | | | Accenture plc | Cisco Systems, Inc. | Mastercard Incorporated | Qualcomm Incorporated | | Adobe Inc. | Intel Corporation | Meta Platforms, Inc. | Salesforce, Inc. | | Advanced Micro Devices, Inc. | International Business Machines Corporation | NVIDIA Corporation | Texas Instruments Incorporated | | Applied Materials, Inc. | Intuit Inc. | Oracle Corporation | Visa Inc. |
Competitive Market Positioning
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Competitive Market Positioning
| | Percentile | Revenue ($M)(1) | Market Capitalization ($M)(1) | | Fiscal 2024 Peer Group | 25th | 23,162 | 131,924 | | | Median | 32,010 | 183,509 | | | 75th | 54,257 | 291,863 | | Broadcom | | 47,000(2) | 420,000(2) | | | Rank | 65% | 84% |
Competitive Market Positioning
| (1) Based on publicly reported data as of July 31, 2023, except as noted in footnote 2. |
Competitive Market Positioning
| (2) Represents the estimated post-acquisition revenue and market capitalization of Broadcom based on estimates prepared and used solely for purposes of the peer group selection. |
ELEMENTS OF FISCAL 2024 EXECUTIVE COMPENSATION PROGRAM
| • | STI under the APB Plan; |
ELEMENTS OF FISCAL 2024 EXECUTIVE COMPENSATION PROGRAM
| • | LTI in the form of RSU and PSU awards; |
ELEMENTS OF FISCAL 2024 EXECUTIVE COMPENSATION PROGRAM
| • | severance and change in control payments and benefits; and |
Annual Cash Incentive Bonus Plan
Annual Cash Incentive Bonus Plan The Compensation Committee believes that a significant portion of our executive officers’ target total compensation should be dependent upon Broadcom’s performance. Our executive officers are eligible to earn annual cash incentives under the APB Plan. The APB Plan is designed to encourage and motivate our executive officers to achieve our overall corporate financial goals for the fiscal year, as well as divisional goals where appropriate, and to drive positive contributions to Broadcom’s growth and performance.
Annual Cash Incentive Bonus Plan
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Annual Cash Incentive Bonus Plan
Each executive officer is assigned a target annual cash incentive opportunity under the APB Plan, expressed as a percentage of the executive officer’s base salary. The Compensation Committee considers compensation peer group and market data in determining an executive officer’s target annual cash incentive opportunity. In the case of our CEO, the Compensation Committee provides such information in its recommendation to the independent directors. The target annual cash incentive opportunities for our NEOs (excluding our CEO) did not change in fiscal 2024, compared to fiscal 2023. Our CEO did not receive an APB Plan payout in fiscal 2024 and the independent directors do not intend to provide our CEO with an annual cash incentive opportunity through fiscal 2027. As discussed in the 2024 proxy statement, the 2023 Tan PSU Award was front-loaded to cover five years of annual cash incentive opportunities under the APB Plan and five years of annual equity awards.
Annual Cash Incentive Bonus Plan
| NEO | Fiscal 2024 APB Plan Target Bonus (as a % of eligible earnings) | Change in Fiscal 2024 | | Hock E. Tan | 0% | 0% | | Kirsten M. Spears | 100% | 0% | | Mark D. Brazeal | 100% | 0% | | Charlie B. Kawwas, Ph.D. | 100% | 0% |
Fiscal 2024 APB Plan Payout Amounts
Fiscal 2024 APB Plan Payout Amounts The final attainment under our fiscal 2024 APB Plan is set forth in the table below.
Fiscal 2024 APB Plan Payout Amounts
| NEO (1) | Base Salary | Bonus Target | Corporate & Division Goals | | | Individual Multiplier | Bonus Payout | | | | | Revenue | Adjusted Non- GAAP Operating Margin | Division | | | | Kirsten M. Spears | $412,000 | 100% | 110% | 146% | 120% | 120% | $612,499 (149% of Target) | | | | | Total Corporate & Division: 124% | | | | | | Mark D. Brazeal | $515,000 | 100% | 110% | 146% | 100% | 120% | $703,824 (137% of Target) | | | | | Total Corporate & Division: 114% | | | | | | Charlie B. Kawwas, Ph.D. | $721,000 | 100% | 110% | 146% | — | 120% | $1,105,507 (153% of Target) | | | | | Total Corporate: 128% | | | | |
Fiscal 2024 APB Plan Payout Amounts
| (1) Mr. Tan did not receive an APB Plan payout in fiscal 2024 as the 2023 Tan PSU Award was front-loaded to cover five annual cash incentive opportunities under the APB Plan and five years of annual equity awards. The independent directors do not intend to provide Mr. Tan with annual cash incentive opportunities under the APB Plan through fiscal 2027. |
Long-Term Incentive Compensation
Long-Term Incentive Compensation Our equity awards serve as a long-term incentive and retention tool for our executive officers, and reflect the value we place on their contributions to Broadcom. In addition, our distinctive approach in granting PSU awards and multi-year equity awards continues to provide our executive officers with a strong incentive to remain with and build value in Broadcom over an extended period. The Compensation Committee believes that granting RSU and PSU awards furthers the objectives of our compensation philosophy by motivating strategic financial performance improvement and outstanding stockholder returns. By doing so, the interests of our executive officers are closely aligned with our stockholders’ interests. We have not granted stock options since 2015, other than options granted as substitutes for a target company’s options due to an acquisition, and we do not make any grants of stock appreciation rights or similar option-like instruments. Although we do not have a formal policy with respect to the timing of our equity award grants, the Compensation Committee generally grants equity awards on a predetermined annual schedule and we do not take material nonpublic information into account when determining the timing and terms of such awards. In addition, we do not grant equity awards in anticipation of the release of material nonpublic information and we do not time the release of material nonpublic information based on equity award grant dates or for the purpose of affecting the value of executive compensation. As part of the annual equity program for our executive officers (other than our CEO), the Compensation Committee reviews in March of each year the scope, responsibilities and achievements of our executive officers and the criticality of our executive officers to Broadcom’s strategic roadmap. The Compensation Committee also reviews the executive
Long-Term Incentive Compensation
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Long-Term Incentive Compensation
officers’ unvested equity value and the external market competitiveness of the executive officers’ equity awards to assess the retention risk of our executive officers in an extremely competitive talent market for executives with successful track records. Based on the review of these factors, the Compensation Committee may grant an annual equity award to all, some or none of our executive officers. If the Compensation Committee determines that a grant of an annual equity award is warranted, the award is typically comprised of 50% in the form of RSU awards and 50% in the form of PSU awards at target.
Annual Equity Award Granted in Fiscal 2024
Annual Equity Award Granted in Fiscal 2024 As described above, the Compensation Committee in March 2024 reviewed the scope, responsibilities, achievements and business criticality of Ms. Spears, Mr. Brazeal and Dr. Kawwas, including their unvested equity awards and retention risk. The Compensation Committee did not grant Ms. Spears an annual equity award upon assessing the unvested equity retentive hold and external market competitiveness of Ms. Spears’ overall total compensation. The Compensation Committee did not grant Dr. Kawwas an annual equity award because the equity award he received in fiscal 2023 (the “2023 Kawwas PSU Award”) was front-loaded to cover five years of annual equity awards. The Compensation Committee does not intend to grant an annual equity award to Dr. Kawwas during the five-year vesting period of the 2023 Kawwas PSU Award. The Compensation Committee, however, believed that an annual equity award to Mr. Brazeal was warranted after reviewing all of the above-mentioned factors. Mr. Brazeal had led the effort to obtain regulatory approvals from U.S. and international regulatory bodies for over a year and a half to complete the VMware acquisition in a challenging regulatory and geopolitical environment. The Compensation Committee also considered the fact that the VMware acquisition was not only a transformative acquisition for Broadcom, but it was one of the largest technology acquisitions to date. Mr. Brazeal had completed the VMware acquisition at a time when it was extremely difficult to receive regulatory approval for acquisitions and when some companies had terminated their intent to acquire companies due to such difficulty. With the completion of the VMware acquisition, Mr. Brazeal had demonstrated his criticality to the success of Broadcom’s strategy that includes mergers and acquisitions. The Compensation Committee also assessed the hyper-competitive market for executive talent of Mr. Brazeal’s caliber with proven extraordinary achievement, as demonstrated by the completion of the VMware acquisition and successful track record of managing global legal risks, overseeing compliance and public affairs across multiple global jurisdictions, and leading a large-scale global legal team. Based on these considerations, to mitigate retention risks and to encourage Mr. Brazeal’s continued contributions to Broadcom’s transformative growth strategy, the Compensation Committee granted an annual equity award of 200,000 shares to Mr. Brazeal under the annual equity program (the “2024 Brazeal Award”) in March 2024. Fifty percent of the 2024 Brazeal Award is in the form of a service-based RSU award and the other 50% is in the form of a PSU award, assuming target performance. The 2024 Brazeal Award vests as to 25% of the underlying shares on each annual anniversary of the grant date, subject to Mr. Brazeal’s continued employment on the relevant vesting date and, with respect to the PSU award, attainment of the performance goals set forth below. To continue to closely align Mr. Brazeal’s interests with those of our stockholders, the PSU award may be earned, if at all, based on our TSR performance relative to the S&P 500 (“Relative TSR”) and absolute TSR performance, over four overlapping performance periods, commencing on March 2, 2024 and ending on each March 1st of 2025, 2026, 2027 and 2028. The number of shares that may be earned is capped at 25% of the target number of shares subject to the PSU award for each of the first three performance periods, even if performance exceeds target performance. In the aggregate, up to 200% of the total target number of shares subject to the applicable PSU award may be earned, if for the fourth performance period our Relative TSR is at or above the 75th percentile of the S&P 500 and our absolute TSR is not negative. Within 60 days after the end of each performance period, the Compensation Committee will determine the number of shares earned based on our Relative TSR over the performance period expressed as a percentile as follows:
Annual Equity Award Granted in Fiscal 2024
| • | Relative TSR less than the 25th percentile, no shares will be earned for that performance period. |
Annual Equity Award Granted in Fiscal 2024
| • | Relative TSR at the 25th percentile, 50% of the target number of shares subject to that performance period will be earned. |
Annual Equity Award Granted in Fiscal 2024
| • | Relative TSR at or above the 50th percentile, 100% of the target number of shares subject to that performance period will be earned. |
Annual Equity Award Granted in Fiscal 2024
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Annual Equity Award Granted in Fiscal 2024
| • | For the fourth performance period: |
Annual Equity Award Granted in Fiscal 2024
| • | Relative TSR greater than 50th but less than 75th percentile, between 100% and 200% of the total number of the target shares subject to the award will be earned, less shares earned in the prior three performance periods. |
Annual Equity Award Granted in Fiscal 2024
| • | Relative TSR at or greater than 75th percentile, 200% of the total number of the target shares subject to the award will be earned, less shares earned in the prior three performance periods. |
Annual Equity Award Granted in Fiscal 2024
| • | If our absolute TSR is negative, maximum payout over four years is 100% of the total target number of shares. |
Annual Equity Award Granted in Fiscal 2024
| • | In the aggregate, the maximum payout over four years is 200% of the total target number of shares. |
Annual Equity Award Granted in Fiscal 2024
| • | If the Relative TSR is between two of the percentile levels, the number of shares earned will be determined using linear interpolation. |
Annual Equity Award Granted in Fiscal 2024
The number of shares earned will be determined 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”). 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.
Annual Equity Award Granted in Fiscal 2024
| 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 |
PSU Awards Earned in 2023 – 2024 Performance Period
PSU Awards Earned in 2023 – 2024 Performance Period Each of the PSU awards granted to our NEOs (other than our CEO) in fiscal 2019, 2021, 2022, 2023 and 2024 are generally subject to four overlapping performance periods. The PSU award granted to Mr. Tan in fiscal 2022 was subject to a three-year performance period as further described below. Following completion of each performance period the Compensation Committee confirms the Relative TSR attained and the number of shares earned under the applicable PSU award.
PSU Awards Earned in 2023 – 2024 Performance Period
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2019 PSU Awards
2019 PSU Awards The multi-year equity awards granted in January 2019 (the “2019 Multi-Year Awards”) that commenced vesting in fiscal 2020 were 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 percentage and number of target shares subject to the PSU award earned for the completed performance period. As our Relative TSR was greater than the 75th percentile and our absolute TSR was positive for the fourth performance period, each NEO, in aggregate, earned 200% of target shares subject to their respective PSU award.
2019 PSU Awards
| Performance Period | % of Target Shares Earned | Number of Shares Earned | | | Relative TSR Performance Over Period | | | | | | | | Kirsten M. Spears | Mark D. Brazeal | Charlie B. Kawwas, Ph.D. | 2020 | 2021 | 2022 | 2023 | 2024 | | 1 | 25% | 15,620 shares | 18,750 shares | 25,000 shares | | 92nd Percentile | | | | | 2 | 25% | 15,620 shares | 18,750 shares | 25,000 shares | | | 93rd Percentile | | | | 3 | 25% | 15,620 shares | 18,750 shares | 25,000 shares | | | | 91st Percentile | | | 4 | 125% | 78,140 shares | 93,750 shares | 125,000 shares | | | | | 99th Percentile | | Total | 200% | 125,000 shares | 150,000 shares | 200,000 shares | | | | | |
2019 PSU Awards
The 2019 Multi-Year Awards that commenced vesting in fiscal 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 percentage and number of target shares subject to the PSU award earned for the completed performance period.
2019 PSU Awards
| Performance Period | % of Target Shares Earned | Number of Shares Earned | | | Relative TSR Performance Over Period | | | | | | | Kirsten M. Spears | Mark D. Brazeal | Charlie B. Kawwas, Ph.D. | 2021 | 2022 | 2023 | 2024 | | 1 | 25% | 15,620 shares | 18,750 shares | 25,000 shares | | 69th Percentile | | | | 2 | 25% | 15,620 shares | 18,750 shares | 25,000 shares | | | 74th Percentile | | | 3 | 25% | 15,620 shares | 18,750 shares | 25,000 shares | | | | 98th Percentile |
2019 PSU Awards
The 2019 Multi-Year Awards that commenced vesting in fiscal 2022 are subject to four overlapping performance periods ending on each March 1st of 2023, 2024, 2025 and 2026. The table below sets forth the Relative TSR attainment and the percentage and number of target shares subject to the PSU award earned for the completed performance period.
2019 PSU Awards
| Performance Period | % of Target Shares Earned | Number of Shares Earned | | | Relative TSR Performance Over Period | | | | | | Kirsten M. Spears | Mark D. Brazeal | Charlie B. Kawwas, Ph.D. | 2022 | 2023 | 2024 | | 1 | 25% | 15,620 shares | 18,750 shares | 25,000 shares | | 61st Percentile | | | 2 | 25% | 15,620 shares | 18,750 shares | 25,000 shares | | | 99th Percentile |
2019 PSU Awards
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Spears Promotion PSU Award
Spears Promotion PSU Award The promotion PSU award granted to Ms. Spears in December 2020 was subject to four overlapping performance periods ending on each March 1st of 2021, 2022, 2023 and 2024 and vested, 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 percentage and number of target shares subject to the PSU award earned for the completed performance period. As our Relative TSR was greater than the 75th percentile and our absolute TSR was positive for the fourth performance period, Ms. Spears earned, in aggregate, 200% of the target shares subject to the PSU award. The shares earned for the fourth performance period ending March 1, 2024 vested on December 15, 2024.
Spears Promotion PSU Award
| Performance Period | % of Target Shares Earned | Number of Shares Earned | Relative TSR Performance Over Period | | | | | | | | Kirsten M. Spears | 2020 | 2021 | 2022 | 2023 | 2024 | | 1 | 25% | 32,500 shares | | 92nd Percentile | | | | | 2 | 25% | 32,500 shares | | | 93rd Percentile | | | | 3 | 25% | 32,500 shares | | | | 91st Percentile | | | 4 | 125% | 162,500 shares | | | | | 99th Percentile | | Total | 200% | 260,000 shares | | | | | |
Brazeal Promotion PSU Award
Brazeal Promotion PSU Award The promotion PSU award granted to Mr. Brazeal in December 2021 is subject to four overlapping performance periods ending on each March 1st of 2022, 2023, 2024 and 2025 and vests, to the extent earned, on the anniversary of the grant date, subject to Mr. Brazeal’s continued employment on the vesting date. The table below sets forth the Relative TSR attainment and the percentage and number of target shares subject to the PSU award earned for the completed performance period. The shares earned for the third performance period ending March 1, 2024 vested on December 15, 2024.
Brazeal Promotion PSU Award
| Performance Period | % of Target Shares Earned | Number of Shares Earned | Relative TSR Performance Over Period | | | | | | | Mark D. Brazeal | 2021 | 2022 | 2023 | 2024 | | 1 | 25% | 20,000 shares | | 69th Percentile | | | | 2 | 25% | 20,000 shares | | | 74th Percentile | | | 3 | 25% | 20,000 shares | | | | 98th Percentile |
Mr. Tan PSU Award
Mr. Tan PSU Award The PSU award granted to Mr. Tan in November 2021 (the “2022 Tan PSU Award”) was subject to a performance period beginning on November 1, 2021 and ending on November 3, 2024. The table below sets forth the Relative TSR attainment and the number of shares earned for the completed performance period. Our absolute TSR was positive over the performance period.
Mr. Tan PSU Award
| Performance Period | % of Target Shares Earned | Number of Shares Earned | Relative TSR Performance Over Period | | | | | | | Hock E. Tan | 2021 | 2022 | 2023 | 2024 | | 2021 – 2024 | 300% | 1,477,110 shares | | | | 99th Percentile |
Mr. Tan PSU Award
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2023 PSU Awards
2023 PSU Awards The PSU awards granted to Ms. Spears and Mr. Brazeal in March 2023 that commenced vesting in fiscal 2023 are subject to four overlapping performance periods ending on each March 1st of 2024, 2025, 2026 and 2027. The table below sets forth the Relative TSR attainment and the percentage and number of target shares subject to the PSU award earned for the completed performance period.
2023 PSU Awards
| Performance Period | % of Target Shares Earned | Number of Shares Earned | | Relative TSR Performance Over Period | | | | | Kirsten M. Spears | Mark D. Brazeal | 2023 | 2024 | | 1 | 25% | 12,500 shares | 12,500 shares | | 61st Percentile |
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 components of the overall executive 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. Our NEOs are eligible for severance and change in control payments and benefits under their respective severance benefit agreements, including vesting acceleration of the equity awards following a Covered Termination (as defined below under “Executive Compensation — Severance Benefits Agreements; 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
Severance and Change in Control Benefits
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Severance and Change in Control Benefits
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 protect 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 Benefits Agreements; Death and Permanent Disability Policies; Retirement” below. COMPENSATION COMMITTEE REPORT The Compensation Committee has reviewed and discussed with management the “Compensation Discussion and Analysis” included in this Proxy Statement. Based upon such review and related discussions, the Compensation Committee recommended to the Board that the “Compensation Discussion and Analysis” be included in this Proxy Statement and the 2024 Annual Report. COMPENSATION COMMITTEE Harry L. You, Chair Diane M. Bryant Eddy W. Hartenstein Check Kian Low
Severance and Change in Control Benefits
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Severance and Change in Control Benefits
EXECUTIVE COMPENSATION
FISCAL 2024 SUMMARY COMPENSATION TABLE
FISCAL 2024 SUMMARY COMPENSATION TABLE The following table sets forth information about compensation awarded to, paid to or earned by our NEOs during fiscal 2024, 2023 and 2022.
FISCAL 2024 SUMMARY COMPENSATION TABLE
| Name and Principal Position | Fiscal Year | Salary(1) ($) | Stock Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation ($) | Total ($) | | Hock E. Tan President and Chief Executive Officer | 2024 | 1,226,374 | — | — | 1,408,168(4) | 2,634,542 | | | 2023 | 1,200,000 | 160,540,000 | — | 86,161 | 161,826,161 | | | 2022 | 1,200,000 | 53,913,448 | 5,400,000 | 93,523 | 60,606,971 | | Kirsten M. Spears Chief Financial Officer and Chief Accounting Officer | 2024 | 421,055 | — | 612,499 | 20,700(5) | 1,054,254 | | | 2023 | 412,000 | 14,310,050 | 500,275 | 19,800 | 15,242,125 | | | 2022 | 403,969 | — | 641,854 | 18,300 | 1,064,123 | | Mark D. Brazeal Chief Legal and Corporate Affairs Officer | 2024 | 526,319 | 27,731,100 | 703,824 | 20,700(5) | 28,981,943 | | | 2023 | 515,000 | 14,310,050 | 649,984 | 19,800 | 15,494,834 | | | 2022 | 504,962 | 12,474,520 | 885,701 | 18,300 | 13,883,483 | | Charlie B. Kawwas, Ph.D. President, Semiconductor Solutions Group | 2024 | 736,847 | — | 1,105,507 | 20,700(5) | 1,863,054 | | | 2023 | 721,000 | 48,162,000 | 781,715 | 19,800 | 49,684,515 | | | 2022 | 706,946 | — | 1,589,720 | 18,300 | 2,314,967 |
FISCAL 2024 SUMMARY COMPENSATION TABLE
| (1) Increase in base salary reported for fiscal 2024 was due to fiscal 2024 having 53 weeks as opposed to 52 weeks in fiscal 2023 and 2022. |
FISCAL 2024 SUMMARY COMPENSATION TABLE
| (2) Represents the grant date fair value of RSU and PSU awards, determined in accordance with ASC 718. The maximum grant date fair values for the PSU awards (using a Monte Carlo simulation) do not differ from the fair values presented in this table. The amounts in this column do not reflect compensation actually received by the NEOs or the actual value that may be recognized by the NEOs. 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 2024 Annual Report filed with the SEC on December 20, 2024. |
FISCAL 2024 SUMMARY COMPENSATION TABLE
| (3) Represents amounts paid under the APB Plan for each fiscal year. More information about the determination of the amounts paid is provided above in “Compensation Discussion and Analysis — Elements of Fiscal 2024 Executive Compensation Program — Annual Cash Incentive Bonus Plan.” |
FISCAL 2024 SUMMARY COMPENSATION TABLE
| (4) Represents $20,700 in 401(k) plan employer matching contribution, $15,487 for car service and $1,371,981 in residential and personal security services. For more information, see “Compensation Discussion and Analysis — Additional Compensation Practices and Policies.” |
FISCAL 2024 SUMMARY COMPENSATION TABLE
| (5) Represents 401(k) plan employer matching contributions. |
FISCAL 2024 SUMMARY COMPENSATION TABLE
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FISCAL 2024 GRANTS OF PLAN-BASED AWARDS TABLE
FISCAL 2024 GRANTS OF PLAN-BASED AWARDS TABLE
FISCAL 2024 GRANTS OF PLAN-BASED AWARDS TABLE
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(2) (#) | Grant Date Fair Value of Stock and Option Awards(3) ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Hock E. Tan | APB Plan | | | | | | | | | | Kirsten M. Spears | APB Plan | 25,750 | 412,000 | 834,300 | | | | | | | Mark D. Brazeal | APB Plan | 32,187 | 515,000 | 1,042,875 | | | | | | | | 03/15/24 | | | | 12,500(4) | 100,000(4) | 200,000(4) | | 15,868,300 | | | 03/15/24 | | | | | | | 100,000(5) | 11,862,800 | | Charlie B. Kawwas, Ph.D. | APB Plan | 90,125 | 721,000 | 1,622,250 | | | | | |
FISCAL 2024 GRANTS OF PLAN-BASED AWARDS TABLE
| (1) Represents potential payouts under the APB Plan for fiscal 2024. Target bonus amounts were 100% as a percentage of eligible earnings for each of Ms. Spears, Mr. Brazeal and Dr. Kawwas. The threshold amount for Dr. Kawwas was 12.5% of his target bonus amounts, calculated based on the achievement of a single corporate financial goal at 50% of target and an 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 financial goal or division financial and strategic goal at 25% of target and an individual performance multiplier of 50%. The maximum amount for Dr. Kawwas was 225% of target, which assumes maximum (150%) performance for each corporate financial goal and an individual performance multiplier of 150%. The maximum amount for each of Ms. Spears and Mr. Brazeal was 202.5% of target, which assumes maximum (150%) performance for each corporate financial goal, maximum (120%) performance for their division financial and strategic goals and an individual performance multiplier of 150%. |
FISCAL 2024 GRANTS OF PLAN-BASED AWARDS TABLE
| (2) All equity awards were granted under the Broadcom Inc. 2012 Stock Incentive Plan (the “2012 Plan”). |
FISCAL 2024 GRANTS OF PLAN-BASED AWARDS TABLE
| (3) Represents the grant date fair value of the equity awards, as determined in accordance with ASC 718. The maximum grant date fair values for the PSU awards (using a Monte Carlo simulation) do not differ from the fair values presented in this table. 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 2024 Annual Report filed with the SEC on December 20, 2024. |
FISCAL 2024 GRANTS OF PLAN-BASED AWARDS TABLE
| (4) Represents a PSU award that vests at a rate of 25% per year on each anniversary of the grant date, subject to the NEO’s continued employment with us through the applicable vesting date and achievement of specified performance goals based on our Relative TSR over four overlapping performance periods beginning on March 2, 2024 and ending on each March 1st of 2025, 2026, 2027 and 2028, as determined by the Compensation Committee within 60 days following the end of each performance period. The number of shares that may be earned is capped at 25% of the target number of shares subject to the PSU award 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 subject to the PSU award if, for the fourth performance period, our Relative TSR is at or above the 75th percentile of the S&P 500 and our absolute TSR is not negative. If the minimum performance criterion is not met, no shares of common stock will be issued and this award will be cancelled. |
FISCAL 2024 GRANTS OF PLAN-BASED AWARDS TABLE
| (5) Represents a RSU award that vests as to 25% on each anniversary of the grant date, subject to the NEO’s continued employment on the relevant vesting date. |
FISCAL 2024 GRANTS OF PLAN-BASED AWARDS TABLE
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FISCAL 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
FISCAL 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
FISCAL 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
| | | Stock Awards(1) | | | | | | Name | Grant 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 (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested(2) ($) | Multi- Year Equity Award Vest Start Date | | Hock E. Tan | 10/31/22 | — | — | 10,000,000(3) | 1,689,200,000 | | | Kirsten M. Spears | 01/15/19 | 15,620(4) | 2,638,530 | 78,140(5) | 13,199,409 | 03/15/21 | | | 01/15/19 | 31,240(4) | 5,277,061 | 93,760(6) | 15,837,939 | 03/15/22 | | | 12/15/20 | 32,500(7) | 5,489,900 | | | | | | 12/15/20 | 162,500(8) | 27,449,500 | | | | | | 03/15/23 | 37,500(9) | 6,334,500 | 87,500(10) | 14,780,500 | 03/15/23 | | | 03/15/23 | 50,000(9) | 8,446,000 | 100,000(11) | 16,892,000 | 03/15/24 | | Mark D. Brazeal | 01/15/19 | 18,750(4) | 3,167,250 | 93,750(5) | 15,836,250 | 03/15/21 | | | 01/15/19 | 37,500(4) | 6,334,500 | 112,500(6) | 19,003,500 | 03/15/22 | | | 12/15/21 | 40,000(12) | 6,756,800 | 100,000(13) | 16,892,000 | | | | 12/15/21 | 20,000(14) | 3,378,400 | | | | | | 03/15/23 | 37,500(9) | 6,334,500 | 87,500(10) | 14,780,500 | 03/15/23 | | | 03/15/23 | 50,000(9) | 8,446,000 | 100,000(11) | 16,892,000 | 03/15/24 | | | 03/15/24 | 100,000(12) | 16,892,000 | 200,000(15) | 33,784,000 | | | Charlie B. Kawwas, Ph.D. | 01/15/19 | 25,000(4) | 4,223,000 | 125,000(5) | 21,115,000 | 03/15/21 | | | 01/15/19 | 50,000(4) | 8,446,000 | 150,000(6) | 25,338,000 | 03/15/22 | | | 10/31/22 | — | — | 3,000,000(3) | 506,760,000 | |
FISCAL 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
| (1) The awards shown in these columns are awards granted under the 2012 Plan unless otherwise noted. |
FISCAL 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
| (2) The amounts shown in this column represent the number of unvested shares multiplied by $168.92, the closing price of Broadcom common stock on November 1, 2024 (the last trading day of fiscal 2024). |
FISCAL 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
| (3) Represents a PSU award based on attainment of the maximum performance level as performance through November 3, 2024 was tracking above target. Vesting is contingent on both achievement of stock price hurdles (the “Price Hurdles”) and the NEO’s continued employment on October 31, 2027. No portion of the PSU award will be earned unless the average closing price of Broadcom common stock over consecutive 20-trading days meets or exceeds the Price Hurdles during the period that begins after the third anniversary of the grant date and concludes on the fifth anniversary of the grant date (the “Earning Period”). One-third of the shares subject to the PSU award will be earned for achieving each Price Hurdle during the Earning Period, with no interpolation between Price Hurdles. Any shares earned during the Earning Period but prior to October 31, 2027 will be subject to the NEO’s continued employment on October 31, 2027. If the lowest Price Hurdle is not met during the Earning Period, the PSU award will be cancelled. |
FISCAL 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
| (4) Represents a RSU award under the 2019 Multi-Year Awards granted under the Avago Technologies Limited 2009 Equity Incentive Plan (the “Avago Plan”) that will vest as to 25% on each anniversary of the applicable vesting start date, subject to the NEO’s continued employment on the applicable vesting date. |
FISCAL 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
| (5) Represents a PSU award under the 2019 Multi-Year Awards granted under the Avago Plan based on attainment of the maximum performance level as performance through November 3, 2024 was tracking at above target. The PSU award vests as to 25% of the target number of shares on each anniversary of March 15, 2021, subject to the NEO’s continued employment on the applicable vesting date and achievement of specified performance goals based on our Relative TSR over four performance periods beginning on March 2, 2021 and ending on each March 1st 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 subject to the PSU award 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 subject to the PSU award if, for the fourth performance period, our Relative TSR is at or above the 75th percentile of the S&P 500 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. Our Relative TSR for the first, second and third performance periods was at the 69th, 74th and 98th percentile, respectively, and, as a result, 25% of the target number of shares subject to the PSU award was earned in each of fiscal 2022, 2023 and 2024. |
FISCAL 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
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FISCAL 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
| (6) Represents a PSU award under the 2019 Multi-Year Awards granted under the Avago Plan based on attainment of the maximum performance level as performance through November 3, 2024 was tracking at above target. The PSU award vests as to 25% of the target number of shares on each anniversary of March 15, 2022, subject to the NEO’s continued employment on the applicable vesting date and achievement of specified performance goals based on our Relative TSR over four performance periods beginning on March 2, 2022 and ending on each March 1st 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 subject to the PSU award 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 subject to the PSU award if, for the fourth performance period, our Relative TSR is at or above the 75th percentile of the S&P 500 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. Our Relative TSR for the first and second performance periods was at the 61st and 99th percentile, respectively, and, as a result, 25% of the target number of shares subject to the PSU award was earned in each of fiscal 2023 and 2024. |
FISCAL 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
| (7) Represents a RSU award granted under the LSI Corporation 2003 Equity Incentive Plan (the “LSI Plan”) that vests as to 25% on each anniversary of the grant date, subject to Ms. Spears’ continued employment on the applicable vesting date. |
FISCAL 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
| (8) Represents shares earned in fiscal 2024 under a PSU award based on attainment of the maximum performance level as our Relative TSR for the fourth performance period was at the 99th percentile and our absolute TSR was not negative; these shares remained unvested until December 15, 2024. The PSU award, granted under the LSI Plan, vests as to 25% of the target number of shares on each anniversary of December 15, 2020, subject to Ms. Spears’ continued employment on the applicable vesting date and achievement of specified performance goals based on our Relative TSR over four performance periods beginning on March 2, 2020 and ending on each March 1st of 2021, 2022, 2023 and 2024, as determined by the Compensation Committee. The number of shares that could be earned for each of the first three performance periods was capped at 25% of the target number of shares subject to the PSU award. The maximum aggregate number of shares that could be earned under the PSU award was 200% of the target number of shares subject to the PSU award, if for the fourth performance period, our Relative TSR was at or above the 75th percentile of the S&P 500 and our absolute TSR is not negative. No shares would have been earned for a performance period if our Relative TSR was below the 25th percentile of the S&P 500. Our Relative TSR for the first, second and third performance periods was at the 92nd, 93rd and 91st percentile, respectively, and, as a result, 25% (32,500 shares) of target number of shares subject to the PSU award was earned in each of fiscal 2021, 2022 and 2023 and vested in each of fiscal 2022, 2023 and 2024. Ms. Spears earned an aggregate of 260,000 shares under this PSU award over the four performance periods, which represents 200% of the target number of shares subject to the PSU award. |
FISCAL 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
| (9) Represents a RSU award that vests as to 25% on each anniversary of the applicable vesting start date, subject to the NEO’s continued employment on the applicable vesting date. |
FISCAL 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
| (10) Represents a PSU award based on attainment of the maximum performance level as performance through November 3, 2024 was tracking at above target. The PSU award vests as to 25% of the target number of shares on each anniversary of March 15, 2023, subject to the NEO’s continued employment on the applicable vesting date and achievement of specified performance goals based on our Relative TSR over four performance periods beginning on March 2, 2023 and ending on each March 1st of 2024, 2025, 2026 and 2027, as determined by the Compensation Committee. The number of shares that may be earned is capped at 25% of the target number of shares subject to the PSU award 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 subject to the PSU award if, for the fourth performance period, our Relative TSR is at or above the 75th percentile of the S&P 500 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. Our Relative TSR for the first performance period was at the 61st percentile and, as a result, 25% of the target number of shares subject to the PSU award was earned in fiscal 2024. |
FISCAL 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
| (11) Represents a PSU award based on attainment of the maximum performance level as performance through November 3, 2024 was tracking at above target. The PSU award will vest as to 25% of the target number of shares on each anniversary of March 15, 2024, subject to the NEO’s continued employment on the applicable vesting date and achievement of specified performance goals based on our Relative TSR over four performance periods beginning on March 2, 2024 and ending on each March 1st of 2025, 2026, 2027 and 2028, as determined by the Compensation Committee. The number of shares that may be earned is capped at 25% of the target number of shares subject to the PSU award 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 subject to the PSU award if, for the fourth performance period, our Relative TSR is at or above the 75th percentile of the S&P 500 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. |
FISCAL 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
| (12) Represents a RSU award that vests as to 25% on each anniversary of the grant date, subject to Mr. Brazeal’s continued employment on the applicable vesting date. |
FISCAL 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
| (13) Represents a PSU award based on the attainment of the maximum performance level as performance through November 3, 2024 is tracking above target. The PSU award vests as to 25% on each anniversary of December 15, 2021, subject to Mr. Brazeal’s continued employment on the applicable vesting date and achievement of specified performance goals based on our Relative TSR over four performance periods beginning on March 2, 2021 and ending on each March 1st 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 subject to the PSU award for each of the first three performance periods. In the aggregate, Mr. Brazeal may earn up to 200% of the target number of shares subject to the PSU award if, for the fourth performance period, our Relative TSR is at or above the 75th percentile of the S&P 500 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. Our Relative TSR for the first and second performance periods was at the 69th and 74th percentile, respectively, and, as a result, 25% (20,000 shares) of the target number of shares subject to the PSU |
FISCAL 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
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FISCAL 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
| award was earned in each of fiscal 2022 and 2023, and vested in each of fiscal 2023 and 2024. Our Relative TSR for the third performance period was at the 98th percentile and, as a result, 25% (20,000 shares) of the target number of shares subject to the PSU award was earned in fiscal 2024 but remained unvested until December 15, 2024. |
FISCAL 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
| (14) Represent shares earned under a PSU award (referenced in footnote (13)) in fiscal 2024 but remained unvested until December 15, 2024. |
FISCAL 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
| (15) Represents a PSU award based on the attainment of the maximum performance level as performance through November 3, 2024 is tracking above target. The PSU award will vest as to 25% on each anniversary of March 15, 2024, subject to Mr. Brazeal’s continued employment on the applicable vesting date and achievement of specified performance goals based on our Relative TSR over four performance periods beginning on March 2, 2024 and ending on each March 1st of 2025, 2026, 2027 and 2028, as determined by the Compensation Committee. The number of shares that may be earned is capped at 25% of the target number of shares subject to the PSU award for each of the first three performance periods. In the aggregate, Mr. Brazeal may earn up to 200% of the target number of shares subject to the PSU award if, for the fourth performance period, our Relative TSR is at or above the 75th percentile of the S&P 500 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. |
FISCAL 2024 OPTION EXERCISES AND STOCK VESTED TABLE
FISCAL 2024 OPTION EXERCISES AND STOCK VESTED TABLE The following table sets forth information regarding the vesting of stock awards during fiscal 2024 for each of our NEOs. Stock award value realized is calculated by multiplying the number of shares shown in the table by the closing price of Broadcom 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 is not considered as part of a NEO’s fiscal 2024 compensation. We have not granted stock options since 2015, other than options substituted in acquisitions. No NEO held any stock options during the fiscal year.
FISCAL 2024 OPTION EXERCISES AND STOCK VESTED TABLE
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting(1) (#) | Value Realized on Vesting ($) | | Hock E. Tan | 1,477,110 | 265,215,101 | | Kirsten M. Spears | 246,250 | 29,736,748 | | Mark D. Brazeal | 252,500 | 30,773,335 | | Charlie B. Kawwas, Ph.D. | 309,800 | 37,643,345 |
FISCAL 2024 OPTION EXERCISES AND STOCK VESTED TABLE
| (1) Includes shares vested under RSU and PSU awards granted or that started vesting in fiscal 2019, 2020, 2021, 2022 and 2023. |
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 would be entitled under their severance benefits agreements and equity award agreements in effect as of the end of fiscal 2024 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 November 3, 2024 and that all eligibility requirements contemplated by the NEO’s respective agreements and our policies and practices, as applicable, were met.
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) ($) | Value of RSU/ PSU Acceleration(2) ($) | Total ($) | | Hock E. Tan | 2,400,000 | — | 35,177 | 1,938,713,421(3)(4) | 1,941,148,598 | | Kirsten M. Spears | 412,000 | 412,000 | 30,462 | 116,345,339 | 117,199,801 | | Mark D. Brazeal | 515,000 | 515,000 | 30,271 | 168,497,700 | 169,557,971 | | Charlie B. Kawwas, Ph.D. | 721,000 | 721,000 | 30,116 | 565,882,000(4) | 567,354,116 |
POTENTIAL PAYMENTS AND BENEFITS UPON CERTAIN TERMINATIONS OF EMPLOYMENT IN CONNECTION WITH A CHANGE IN CONTROL
| (1) Represents the cost of our subsidized continued healthcare benefits based on our costs for such coverage as of November 3, 2024. |
POTENTIAL PAYMENTS AND BENEFITS UPON CERTAIN TERMINATIONS OF EMPLOYMENT IN CONNECTION WITH A CHANGE IN CONTROL
| (2) This amount includes the number of shares subject to (i) RSU awards and/or (ii) PSU awards for which the performance goals have been deemed satisfied based on Broadcom’s actual performance immediately prior to November 3, 2024, in each case multiplied by $168.92, the closing price of Broadcom common stock on November 1, 2024 (the last trading day of fiscal 2024). |
POTENTIAL PAYMENTS AND BENEFITS UPON CERTAIN TERMINATIONS OF EMPLOYMENT IN CONNECTION WITH A CHANGE IN CONTROL
| (3) This amount includes the number of shares subject to a PSU award that vested on November 3, 2024, multiplied by $168.92, the closing price of Broadcom common stock on November 1, 2024 (the last trading day of fiscal 2024). |
POTENTIAL PAYMENTS AND BENEFITS UPON CERTAIN TERMINATIONS OF EMPLOYMENT IN CONNECTION WITH A CHANGE IN CONTROL
| (4) This amount includes the number of shares subject to the 2023 Tan PSU Award and 2023 Kawwas PSU Award (as applicable) based on Broadcom’s performance through a date within 10 days prior to November 3, 2024 and, as the Earning Period has not started, the achievement of the CAGR Milestones, multiplied by $168.92, the closing price of Broadcom common stock on November 1, 2024 (the last trading day of fiscal 2024). |
POTENTIAL PAYMENTS AND BENEFITS UPON CERTAIN TERMINATIONS OF EMPLOYMENT
POTENTIAL PAYMENTS AND BENEFITS UPON CERTAIN TERMINATIONS OF EMPLOYMENT The following table reflects the potential payments and benefits to which our NEOs would be entitled under their severance benefits agreements in effect as of the end of fiscal 2024, in the event of a Covered Termination taking place not in connection with a change in control of Broadcom. The amounts presented in the table assume an employment termination date of November 3, 2024 and that all eligibility requirements contemplated by the NEO’s respective agreements and our policies and practices, as applicable, were met.
POTENTIAL PAYMENTS AND BENEFITS UPON CERTAIN TERMINATIONS OF EMPLOYMENT
| Name | Cash Severance Base Salary ($) | Cash Severance Bonus ($) | Health Benefits Continuation Coverage(1) ($) | Value of RSU/ PSU Acceleration ($) | Total ($) | | Hock E. Tan | 1,200,000 | — | 17,589 | 678,638,634(2) | 679,856,223 | | Kirsten M. Spears | 309,000 | 206,000 | 15,231 | — | 530,231 | | Mark D. Brazeal | 386,250 | 257,500 | 15,135 | — | 658,885 | | Charlie B. Kawwas, Ph.D. | 540,750 | 360,500 | 15,058 | 203,591,675(2) | 204,507,983 |
POTENTIAL PAYMENTS AND BENEFITS UPON CERTAIN TERMINATIONS OF EMPLOYMENT
| (1) Represents the cost of subsidized continued healthcare benefits based on our costs to provide such coverage as of November 3, 2024. |
POTENTIAL PAYMENTS AND BENEFITS UPON CERTAIN TERMINATIONS OF EMPLOYMENT
| (2) This amount includes the prorated number of shares subject to the 2023 Tan PSU Award and the 2023 Kawwas PSU Award (as applicable) based on Broadcom’s performance through a date within 10 days prior to November 3, 2024 and, as the Earning Period has not started, the achievement of the CAGR Milestones, multiplied by $168.92, the closing price of Broadcom common stock on November 1, 2024 (the last trading day of fiscal 2024). |
POTENTIAL PAYMENTS AND BENEFITS UPON CERTAIN TERMINATIONS OF EMPLOYMENT
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POTENTIAL PAYMENTS UNDER OUR DEATH AND PERMANENT DISABILITY POLICIES
POTENTIAL PAYMENTS UNDER OUR DEATH AND PERMANENT DISABILITY POLICIES The following table reflects the additional potential payments and benefits to which our NEOs would be entitled under the Death Policy and Permanent Disability Policy in effect as of November 3, 2024, in the event of the NEO’s death or permanent disability. The amounts presented in the table assume a termination of employment date of November 3, 2024 and that all eligibility requirements contemplated by these policies were met.
POTENTIAL PAYMENTS UNDER OUR DEATH AND PERMANENT DISABILITY POLICIES
| Name | Value of RSU/PSU Acceleration ($)(1) | | Hock E. Tan | 761,809,774(2) | | Kirsten M. Spears | 78,338,339 | | Mark D. Brazeal | 95,862,100 | | Charlie B. Kawwas, Ph.D. | 228,929,675(2) |
POTENTIAL PAYMENTS UNDER OUR DEATH AND PERMANENT DISABILITY POLICIES
| (1) 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 $168.92, the closing price of Broadcom common stock on November 1, 2024 (the last trading day of fiscal 2024), including the PSU awards that vested on November 3, 2024. |
POTENTIAL PAYMENTS UNDER OUR DEATH AND PERMANENT DISABILITY POLICIES
| (2) This amount includes the prorated number of shares subject to the 2023 Tan PSU Award and the 2023 Kawwas PSU Award (as applicable) based on Broadcom’s performance through a date within 10 days prior to November 3, 2024 and, as the Earning Period has not started, the achievement of the CAGR Milestones, multiplied by $168.92, the closing price of Broadcom common stock on November 1, 2024 (the last trading day of fiscal 2024). |
POTENTIAL PAYMENTS UNDER OUR DEATH AND PERMANENT DISABILITY POLICIES
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POTENTIAL PAYMENTS UNDER OUR DEATH AND PERMANENT DISABILITY POLICIES
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”).
CEO PAY RATIO
CEO PAY RATIO For fiscal 2024, the annual total compensation of our CEO, as reported in the “Fiscal 2024 Summary Compensation Table,” is $2,634,542. The median of the annual total compensation of all our employees is $324,658. Therefore, the Ratio calculated in accordance with Item 402(u) of Regulation S-K is 8 to 1. In determining the annual total compensation of the median employee, we calculated such employee’s compensation in accordance with SEC executive compensation disclosure rules. This calculation is the same calculation used to determine the total compensation for purposes of the “Fiscal 2024 Summary Compensation Table” with respect to each of our NEOs.
COMPARABILITY
| Year | Summary Compensation Table (“SCT”) Total for Principal Executive Officer (“PEO”) (1) ($) | Compensation Actually Paid (“CAP”) to PEO (2) ($ Millions) | Average SCT Total for Non-PEO NEOs (3) ($) | Average CAP to Non-PEO NEOs (2) ($) | Value of Initial Fixed $100 Investment based on: (4) | | Net Income ($ Millions) | Net Revenue ($ Millions) (5) | | | | | | | TSR ($) | Peer Group TSR ($) | | | | 2024 | 2,634,542 | 1,150 | 10,633,084 | 190,786,530 | 535.10 | 187.18 | 5,895 | 51,574 | | 2023 | 161,826,161 | 768 | 26,807,158 | 119,860,261 | 261.58 | 131.38 | 14,082 | 35,819 | | 2022 | 60,606,971 | 50 | 4,444,960 | (11,048,223) | 143.70 | 106.05 | 11,495 | 33,203 | | 2021 | 60,703,627 | 84 | 14,983,358 | 42,183,932 | 156.83 | 144.43 | 6,736 | 27,450 |
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 for 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 October 4, 2025 and no later than the close of business on November 3, 2025.
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 2026 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 22, 2025 and no later than the close of business on January 21, 2026. Notice of director nominations must be submitted by a registered stockholder and must set forth the information required by our Bylaws. In addition to satisfying the requirements of our Bylaws, including the notice deadlines set out above and therein, to comply with the SEC’s universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than February 20, 2026. 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.
Nominations for Election of Directors not Included in the Proxy Materials
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