DEF 14A of Broadcom Inc.
Filed Mar 2, 2026 · FY20250001193125-26-085691
DIRECTOR NOMINEES
DIRECTOR NOMINEES
DIRECTOR NOMINEES
| Name | Independent | | | Diane M. Bryant | ✔ | | | Gayla J. Delly | ✔ | | | Kenneth Y. Hao | ✔ | | | Check Kian Low | ✔ | | | Justine F. Page | ✔ | | | Henry Samueli, Ph.D. (Chairman of the Board) | ✔ | | | Hock E. Tan (President & CEO) | | | | Harry L. You | ✔ | |
DIRECTOR NOMINEES
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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 NCG 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 limited exception, the NCG 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
Anti-Hedging and Anti-Pledging Restrictions
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Anti-Hedging and Anti-Pledging Restrictions
proposed transaction and the purpose of the proposed transaction. Except for Dr. Samueli as provided below, no other executive officer or director, or any of their immediate family members, has pledged shares of Broadcom common stock. Upon a request by Dr. Samueli in fiscal 2024 to pledge shares of Broadcom common stock as collateral for loans, the NCG Committee and our Board carefully reviewed and, following approval by the NCG 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. 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 NCG 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 (the “Pledged Shares”), 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 NCG Committee and our Board considered the following factors, among others, at that time and continue to 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 continues to be small, representing only 0.3% of Broadcom’s outstanding shares as of February 24, 2026. |
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, Dr. Samueli’s ownership of Broadcom common stock as of February 24, 2026 is approximately 43,017 times the amount he is required to hold under Broadcom’s stock ownership guidelines. |
Anti-Hedging and Anti-Pledging Restrictions
| • | Our Board continues to believe 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 has been 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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BOARD COMMITTEES
BOARD COMMITTEES Our Board has the following committees: Audit Committee, Compensation Committee, NCG Committee and Executive Committee. The Audit Committee, the Compensation Committee and the NCG 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 | NCG | 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 is currently not appointed to any committee.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION On an annual basis, the Compensation Committee reviews the non-employee director compensation, with input from its independent compensation consultant regarding market practice and the competitiveness of the non-employee director compensation. Our Board approves any changes to the non-employee director compensation after considering 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.
Director Compensation for Fiscal 2025
Director Compensation for Fiscal 2025 The following table sets forth the compensation earned by our non-employee directors during fiscal 2025.
Director Compensation for Fiscal 2025
| Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Total ($) | | Diane M. Bryant | 115,000 | 262,568 | 377,568 | | Gayla J. Delly | 158,750 | 262,568 | 421,318 | | Kenneth Y. Hao | 105,000 | 262,568 | 367,568 | | Eddy W. Hartenstein | 241,875 | 262,568 | 504,443 | | Check Kian Low | 125,000 | 262,568 | 387,568 | | Justine F. Page | 120,000 | 262,568 | 382,568 | | Henry Samueli, Ph.D. | 273,750 | 262,568 | 536,318 | | Harry L. You | 150,000 | 262,568 | 412,568 |
Director Compensation for Fiscal 2025
| (1) Represents the grant date fair value of an RSU award for 1,602 shares of Broadcom common stock granted to each director on April 21, 2025 following his or her election to our Board at the 2025 annual meeting and calculated in accordance with Accounting Standards Codification Topic Number 718 (“ASC 718”). |
Director Compensation for Fiscal 2025
The table below shows the aggregate number of shares of Broadcom common stock underlying outstanding RSU awards held by our non-employee directors as of November 2, 2025:
Director Compensation for Fiscal 2025
| Name | Number of Shares Underlying RSUs | | Diane M. Bryant | 1,602 | | Gayla J. Delly | 1,602 | | Kenneth Y. Hao | 1,602 | | Eddy W. Hartenstein | 1,602 | | Check Kian Low | 1,602 | | Justine F. Page | 1,602 | | Henry Samueli, Ph.D. | 1,602 | | Harry L. You | 1,602 |
Director Compensation for Fiscal 2025
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Director Compensation for Fiscal 2025
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. As Mr. Hartenstein is not standing for re-election, his term will end at the Annual Meeting and the size of our Board will be reduced to eight directors. Upon the recommendation of the NCG Committee, our Board nominated the eight 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 and the votes received for such director would not be counted. 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 director nominees collectively reflect 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 NCG 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 | 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 24, 2026.
Director Qualifications, Skills and Experience
| Diane M. Bryant | | | Director Since: 2019 Independent Director Age: 63 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 July 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 and Jacobs Solutions Inc. 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: 66 | Board Committees: • Audit (Chair) • NCG • Executive | | Ms. Delly served as President and 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: 57 | 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 served as a director of SolarWinds Corporation from February 2016 to April 2025, 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 | | Check Kian Low | | | Director Since: 2016 Independent Director Age: 66 | Board Committees: • Compensation • NCG | | 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 has served as a Special Advisor to Singapore Telecommunications Limited since 2025 and 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: 63 | 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: 71 | 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: 74 | 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, from 1988 to 1992 and was managing director of Hume Industries Ltd. 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: 66 | 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 served as a trustee of the U.S. Olympic Committee Foundation from 2016 to 2022. 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 Executive Chairman of Berto Acquisition Corp. since February 2025. He 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 2026. 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.
Fiscal 2025 Total Compensation Components
Fiscal 2025 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 RSU and PSU awards based on the fair market value on the grant date (assuming target performance level attainment), as applicable. Mr. Tan received a front-loaded PSU award in fiscal 2023 that covers five years of annual STI payouts and five years of annual equity awards, including for fiscal 2025 (the “2023 Tan PSU Award”). Accordingly, Mr. Tan did not receive an annual cash incentive payout under the APB Plan for fiscal 2025. In fiscal 2025, Mr. Tan received the 2025 Tan PSU Award (as defined below), which covers his annual LTI for fiscal 2028 through fiscal 2030. The LTI component of the CEO chart below reflects the annualized value of the 2023 Tan PSU Award assuming target performance level attainment. Dr. Kawwas did not receive an annual equity award in fiscal 2025 because he received a front-loaded PSU award in fiscal 2023 that covers five years of his annual equity awards (the “2023 Kawwas PSU Award”). The LTI component of the Other NEOs Average chart below reflects the annualized value of the 2023 Kawwas PSU Award assuming target performance level attainment. In addition, the Other NEOs Average chart below reflects the target LTI value of Ms. Spears’ and Mr. Brazeal’s annual equity awards that commenced vesting in fiscal 2025. As shown in the charts below, 96% of our CEO’s and 95% of our other NEOs’ average annualized target total compensation in fiscal 2025 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 We align the interests of our executive officers with those of our stockholders by linking a majority of 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, all of their equity awards are in the form of PSU awards. For our other NEOs, half of their equity awards are in the form of PSU awards at target and the other half 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 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 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 rate of approximately 4.1% in fiscal 2025, which continues to be below the technology industry median of 10.1% (AON, 2025 Salary Increase and Turnover Study — First Edition, May 2025). This low global voluntary attrition rate has helped Broadcom become a leading technology company, achieve record financial results and deliver significant stockholder value. *Excludes employees who joined as a result of the VMware acquisition.
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 programs and practicesX | No guaranteed bonuses | | ✔ | Engagement of an independent compensation consultantX | No “single trigger” change in control payments or benefits | | ✔ | CEO compensation reviewed and approved by 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 in compliance with SEC requirements and Nasdaq listing standardsX | No pledging of stock by executive officers without a risk analysis and approval of a limited exception by our Board and NCG 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, responsibility, accountability and peer market benchmarks. 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.
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 2025, including competitive market compensation data analyses. Meridian also provided the Compensation Committee periodic updates on regulatory developments and market trends related to executive and non-employee director compensation. Meridian did not provide any other services to Broadcom in fiscal 2025. The Compensation Committee assessed the independence of Meridian pursuant to SEC and Nasdaq rules and concluded that Meridian is independent and its work for the Compensation Committee and the independent directors do not raise any conflict of interest.
Competitive Market Positioning
Competitive Market Positioning The Compensation Committee, in consultation with its independent compensation consultant, develops a meaningful compensation peer group for purposes of understanding competitive market compensation practices. The compensation peer group is evaluated annually and updated as necessary based on revenue, market capitalization and relevant industries as further described below. The Compensation Committee also considers a broader review of global enterprises of similar size, scale and operational complexity, reflecting the scarce market for executive talent from which we actively recruit and to which we are most at risk. The compensation peer group is utilized 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. Our established selection criteria is outlined below:
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 of comparable scale and complexity |
Competitive Market Positioning
Based on this holistic assessment, the Compensation Committee, in consultation with Meridian, approved the compensation peer group below for fiscal 2025. Mastercard Incorporated and Visa Inc. were removed to better reflect Broadcom’s relevant technology industry peers. Alphabet Inc. and Apple Inc. were added as they met one or more of the established criteria and reflected the limited selection of similarly-sized global enterprises that both matched our scale and compete directly in our talent market.
Competitive Market Positioning
| Fiscal 2025 Compensation Peer Group | | | | | Accenture plc | Apple Inc. | International Business Machines Corporation | Oracle Corporation | | Adobe Inc. | Applied Materials, Inc. | Intuit Inc. | Qualcomm Incorporated | | Advanced Micro Devices, Inc. | Cisco Systems, Inc. | Meta Platforms, Inc. | Salesforce, Inc. | | Alphabet Inc. | Intel Corporation | NVIDIA Corporation | Texas Instruments Incorporated |
Competitive Market Positioning
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Competitive Market Positioning
| | Percentile | Revenue ($M)(1) | Market Capitalization ($M)(2) | | Fiscal 2025 Peer Group | 25th | 25,960 | 180,754 | | | Median | 53,382 | 225,791 | | | 75th | 72,434 | 599,375 | | Broadcom | | 51,000(3) | 737,010 | | | Rank | 46% | 76% |
Competitive Market Positioning
| (1) Based on the most recently available trailing four quarters as of August 9, 2024, except as noted in footnote 3. |
Competitive Market Positioning
| (2) Based on the 30-trading day average as of August 9, 2024. |
Competitive Market Positioning
| (3) Reflects revenue guidance publicly disclosed by Broadcom on June 12, 2024. |
ELEMENTS OF FISCAL 2025 EXECUTIVE COMPENSATION PROGRAM
| • | STI under the APB Plan; |
ELEMENTS OF FISCAL 2025 EXECUTIVE COMPENSATION PROGRAM
| • | LTI in the form of RSU and PSU awards; |
ELEMENTS OF FISCAL 2025 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 fiscal year corporate financial goals, 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 such 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. With respect to our CEO, the Compensation Committee provides such information in its recommendation to the independent directors. The target annual cash incentive opportunities for our NEOs remained unchanged in fiscal 2025 as compared to fiscal 2024. Our CEO did not receive an APB Plan payout in fiscal 2025 and the independent directors do not intend to provide our CEO with an annual cash incentive opportunity through fiscal 2027. As discussed in the proxy statement for the 2024 annual meeting, 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 2025 APB Plan Target Bonus (as a % of eligible earnings) | Change in Fiscal 2025 (%) | | Hock E. Tan | 0% | — | | Kirsten M. Spears | 100% | — | | Mark D. Brazeal | 100% | — | | Charlie B. Kawwas, Ph.D. | 100% | — |
Fiscal 2025 APB Plan
| Base Salaryx | Bonus Targetx | Attainment % of Corporate & Division Goals(1) | | x | Individual Multiplier | | (paid during fiscal year) | (% of base salary) | Corporate Financial Goals(2) | + | Division Financial & Strategic Goals | (0-150%) |
Corporate Financial Goals
| (1) Actual attainment exceeded the pre-established maximum goals, however the APB Plan caps the payout at 150% of the target bonus opportunity for each component of the corporate financial goals. |
Fiscal 2025 APB Plan Payout
Fiscal 2025 APB Plan Payout The final attainment under our fiscal 2025 APB Plan is set forth in the table below.
Fiscal 2025 APB Plan Payout
| 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% | 150% | 150% | 114% | | $597,567 (145% of Target) | | | | | Total Corporate & Division: 132% | | | 110% | | | Mark D. Brazeal | $515,000 | 100% | 150% | 150% | 120% | | $869,063 (169% of Target) | | | | | Total Corporate & Division: 135% | | | 125% | | | Charlie B. Kawwas, Ph.D. | $721,000 | 100% | 150% | 150% | — | | $1,351,876 (188% of Target) | | | | | Total Corporate: 150% | | | 125% | |
Fiscal 2025 APB Plan Payout
| (1) Mr. Tan did not receive an APB Plan payout in fiscal 2025 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 multi-year PSU 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 delivering 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 in connection with an acquisition, and we do not grant 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.
Long-Term Incentive Compensation
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Long-Term Incentive 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, as well as the criticality of such executive officers to Broadcom’s strategic roadmap. The Compensation Committee also reviews the executive 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 to Ms. Spears or Mr. Brazeal is warranted, their equity awards have been typically comprised of 50% in the form of RSU awards and 50% in the form of PSU awards at target.
Equity Award Granted to Mr. Tan in Fiscal 2025
Equity Award Granted to Mr. Tan in Fiscal 2025 Since our initial public offering (“IPO”) in August 2009 through fiscal 2025, our cumulative TSR has grown 34,330% and our market capitalization increased from $3.8 billion to over $1.7 trillion under Mr. Tan’s leadership, as illustrated below.
Equity Award Granted to Mr. Tan in Fiscal 2025
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Equity Award Granted to Mr. Tan in Fiscal 2025
The Board believes that to sustain the increase in stockholder value illustrated above and to compete successfully in a highly competitive technology industry undergoing a profound transformation due to AI, Broadcom must continue to develop increasingly advanced technologies and execute new business strategies and models to meet the accelerating demands of our customers. Over the past two years, our top stockholders have also expressed overwhelming support for retaining Mr. Tan beyond fiscal 2027 to lead Broadcom through this transformation that is occurring in the technology industry. Following the Compensation Committee’s review of the executive compensation program and the Board’s review of corporate strategy, as well as feedback from our top stockholders, the independent directors determined that retaining Mr. Tan through fiscal 2030 is in the best interests of Broadcom and our stockholders to sustain the increase in stockholder value. In consultation with Meridian, upon the recommendation of the Compensation Committee and as part of the annual equity award program, the independent directors granted Mr. Tan a PSU award (the “2025 Tan PSU Award”) on September 3, 2025 (the “Grant Date”).
Equity Award Objectives
Equity Award Objectives The Compensation Committee and the independent directors, in consultation with Meridian, structured the 2025 Tan PSU Award to achieve the following objectives:
Equity Award Objectives
| • | Secure Mr. Tan’s continued leadership through fiscal 2030 consistent with the overwhelming support for Mr. Tan expressed by our top stockholders |
Equity Award Objectives
| • | Incentivize performance through transparent and formidable long-term goals designed to deliver value to our stockholders in accordance with our pay-for-performance philosophy |
Equity Award Objectives
| • | Ensure the vesting and performance periods do not overlap with the 2023 Tan PSU Award |
Equity Award Objectives
| • | Obtain Mr. Tan’s commitment to hold the after-tax shares of Broadcom common stock upon the vesting of the 2023 Tan PSU Award |
Equity Award Objectives
| • | Strong governance and oversight of the pre-established performance goals by the Compensation Committee and the independent directors |
2023 Tan PSU Award Post-Vesting Holding Requirement
2023 Tan PSU Award Post-Vesting Holding Requirement As a condition to receiving the 2025 Tan PSU Award, Mr. Tan agreed to a post-vesting holding requirement with respect to the after-tax shares Mr. Tan would receive upon the vesting of the 2023 Tan PSU Award (the “Non-Transferable Shares”). The independent directors conditioned the 2025 Tan PSU Award with this post-vesting holding requirement to incentivize Mr. Tan to continue his employment at Broadcom beyond fiscal 2027 and further align the interests of Mr. Tan with those of our stockholders through fiscal 2030. As illustrated in the graphic above, Mr. Tan has agreed to hold the Non-Transferable Shares through fiscal 2030, and if he voluntarily resigns without good reason prior to the end of fiscal 2030, then such holding period will extend through the end of fiscal 2032 (in each case, the “Holding Period Expiration Date”). During this holding period Mr. Tan has agreed not to sell, assign, transfer, pledge, hypothecate or otherwise encumber or dispose of (collectively, “Transfer”) the Non-Transferable Shares without the prior written consent of the Compensation Committee. In the event of (i) Mr. Tan’s death or permanent disability, (ii) the termination of Mr. Tan’s employment by Broadcom without cause or (iii) Mr. Tan’s termination of employment due to a resignation for good reason, the Holding Period Expiration Date will be the date of such event, as applicable.
2023 Tan PSU Award Post-Vesting Holding Requirement
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2023 Tan PSU Award Post-Vesting Holding Requirement
If Mr. Tan requests permission from the Compensation Committee to Transfer any Non-Transferable Shares prior to the Holding Period Expiration Date (i) during his employment, then the Compensation Committee will provide consent to a Transfer if it determines in its discretion that, after such Transfer, the number of shares of Broadcom common stock held by Mr. Tan, together with the shares underlying the 2025 Tan PSU Award, is commensurate, in the Compensation Committee’s judgment, with the total number of Non-Transferable Shares or (ii) if Mr. Tan has voluntarily resigned without good reason, then the Compensation Committee will provide consent if Mr. Tan will continue to hold at least 50% of the Non-Transferable Shares after such Transfer.
Target Value Determination
Target Value Determination Upon the recommendation of the Compensation Committee and in consultation with Meridian, the independent directors aligned the annual target value of the 2025 Tan PSU Award with the top decile of current chief executive officer compensation for similarly-situated large technology peer companies based in the Silicon Valley region in recognition of our top percentile TSR performance compared to these peers since our IPO. The 2025 Tan PSU Award represents three years of front-loaded value to cover fiscal 2028, 2029 and 2030, and has a target value corresponding to the challenging and ambitious performance goals described below. The independent directors do not intend to grant an additional annual equity award to Mr. Tan through the end of fiscal 2030 as the 2023 Tan PSU Award covers Mr. Tan’s annual long-term incentive opportunity from fiscal 2023 through fiscal 2027 and the 2025 Tan PSU Award covers Mr. Tan’s annual long-term incentive opportunity from fiscal 2028 through fiscal 2030.
Performance Metric Selection Aligns with Stockholder Interests
Performance Metric Selection Aligns with Stockholder Interests Taking into consideration the recommendation of the Compensation Committee, input from Meridian and feedback from our stockholders, the independent directors selected revenue from our technologies and products used or expected to be used by our customers for AI enablement, including but not limited to our custom AI accelerators, XPUs, ASICs, networking and connectivity solutions, and AI racks or systems based on our XPUs (“AI Revenue”) as the performance metric for the 2025 Tan PSU Award. AI Revenue was selected as the performance metric of the 2025 Tan PSU Award given that Broadcom must successfully compete in a highly competitive technology industry that is undergoing a profound transformation due to AI to continue its long-term value creation. The independent directors believe that AI Revenue would provide the most accurate and direct measure of our progress in advancing our technologies and products during this transformation. Moreover, the independent directors believe the AI Revenue performance metric with a post-vesting holding requirement for the Non-Transferable Shares strongly aligns the interests of Mr. Tan with those of our stockholders through the end of fiscal 2030. The calculation of AI Revenue will be pursuant to GAAP reporting and publicly disclosed in our quarterly financial earnings calls, subject to review and recommendation by the Compensation Committee and ultimately determined by the independent directors.
PSU Award Structure
PSU Award Structure As discussed above, our executive compensation program is intentionally distinct from typical market practice as it utilizes multi-year front-loaded grants to incentivize significant stockholder value creation and enhance retention of our most critical management team members. In accordance with our executive compensation program and the recommendation of the Compensation Committee, the independent directors granted Mr. Tan the 2025 Tan PSU Award upon receiving Mr. Tan’s agreement to the post-vesting holding requirement for the Non-Transferable Shares. Granted as part of the annual equity award program, the 2025 Tan PSU Award is front-loaded to cover Mr. Tan’s annual equity awards for fiscal 2028, 2029 and 2030, and does not overlap with the 2023 Tan PSU Award. The target number of shares subject to the 2025 Tan PSU Award is 610,521 shares (the “Target PSUs”). Mr. Tan may earn between 0% and 300% of the Target PSUs contingent on both (i) the attainment of challenging and ambitious performance goals based on AI Revenue during a three-year performance period from the start of fiscal 2028 through the end of fiscal 2030 (the “Performance Period”) and (ii) continued service requirements from the Grant Date through the end of fiscal 2030 (the “Service Period”). The vesting date of the 2025 Tan PSU Award is the last day of fiscal 2030 (the “Vesting Date”). The actual number of shares earned by Mr. Tan on the Vesting Date will be the product of multiplying a payout percentage, as determined by the independent directors upon the recommendation of the Compensation Committee, by the Target PSUs (the “Earned PSUs”).
PSU Award Structure
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PSU Award Structure
In the event Mr. Tan incurs a termination of employment or consultancy (a “Termination of Services”) during the Service Period, the 2025 Tan PSU Award will be forfeited in its entirety and the underlying shares will not be issued, except as otherwise described below:
PSU Award Structure
| • | If, during the Performance Period, Mr. Tan incurs a Termination of Services (i) by him for good reason, (ii) by Broadcom without cause, or (iii) due to death or permanent disability (each, a “Covered Termination”), a prorated portion of the Target PSUs will remain outstanding and be subject to performance-based vesting in accordance with the 2025 Tan PSU Award, with proration based on the portion of the Performance Period during which Mr. Tan provided services. |
PSU Award Structure
| • | If a change in control of Broadcom occurs on or after the Grant Date and before the end of the first quarter of fiscal 2028, the 2025 Tan PSU Award will be forfeited in its entirety effective immediately prior to the change in control. If a change in control occurs after the end of the first quarter of fiscal 2028, the Performance Period will be shortened so that it ends on the last day of Broadcom’s fiscal quarter ending immediately prior to the change in control and the shares underlying the 2025 Tan PSU Award will be prorated based on the shortened Performance Period. For purposes of determining the Payout Percentage (defined below) for a shortened Performance Period prior to the end of fiscal 2028, the Applicable AI Revenue levels will be prorated accordingly if the change in control occurs during the second, third or fourth quarter of fiscal 2028. Any Earned PSUs will remain subject to time-based vesting in accordance with the 2025 Tan PSU Award. If Mr. Tan experiences a Covered Termination on or after the date of the change in control, such Earned PSUs will immediately vest in full. |
Formidable Performance Goals
Formidable Performance Goals The independent directors designed the 2025 Tan PSU Award to deliver value to Mr. Tan only if Broadcom achieves significant growth in AI Revenue during the Performance Period. When determining the magnitude of the performance goals of the 2025 Tan PSU Award, the Compensation Committee and the independent directors set challenging and ambitious targets based on achieving significant and sustained growth in AI Revenue. The performance goal under the 2025 Tan PSU Award is achieved when the highest aggregate AI Revenue for a period of any four consecutive fiscal quarters within the Performance Period (the “Applicable AI Revenue”) is between the achievement levels set forth in the table below. The payout percentage set forth in the table below (the “Payout Percentage”) will be determined using a linear interpolation between the achievement levels.
Formidable Performance Goals
| Achievement Level | Applicable AI Revenue | Payout Percentage | | Maximum | ≥ $120 Billion | 300% | | Stretch | $105 Billion | 200% | | Target | $90 Billion | 100% | | Threshold | ≤ $60 Billion | 0% |
Formidable Performance Goals
As illustrated in the graphic below, for Mr. Tan to earn any shares under the 2025 Tan PSU Award, the Applicable AI Revenue must be more than three times the $20 billion of fiscal 2025 AI Revenue that was forecasted at the time the Compensation Committee recommended and the independent directors approved the performance goals of the 2025 Tan PSU Award. If the Applicable AI Revenue is equal to or below the “Threshold” achievement level of $60 billion during the Performance Period, the payout percentage will be 0% and the 2025 Tan PSU Award will be forfeited in its entirety. Achievement at the “Maximum” level requires attainment of at least $120 billion in Applicable AI Revenue during the Performance Period – an increase of $100 billion over the forecasted fiscal 2025 AI Revenue. The “Maximum” achievement level also represents approximately two times our total net revenue in fiscal 2025, underscoring the formidable performance required for Mr. Tan to achieve the performance goal under the 2025 Tan PSU Award.
Formidable Performance Goals
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No Overlap of Performance Periods Between 2025 Tan PSU Award and 2023 Tan PSU Award
No Overlap of Performance Periods Between 2025 Tan PSU Award and 2023 Tan PSU Award As illustrated in the graphic below, the independent directors structured the 2025 Tan PSU Award as a separate and non-overlapping LTI award covering fiscal 2028 through fiscal 2030. As of the Grant Date, Mr. Tan had only one outstanding equity award – the 2023 Tan PSU Award – that was front-loaded to cover five years of annual LTI opportunity from fiscal 2023 through fiscal 2027. There is no overlap in the performance periods or annualized equity award value opportunities of the 2023 Tan PSU Award and the 2025 Tan PSU Award, and Mr. Tan is not eligible to earn payouts from both awards concurrently.
Stockholder Engagement
Following our disclosure of the 2025 Tan PSU Award in the Current Report on Form 8-K filed in September 2025, we proactively contacted our top stockholders representing 45% of common stock outstanding, as well as proxy advisory firms Institutional Shareholder Services (“ISS”) and Glass Lewis. Our Compensation Committee Chair, on behalf of the independent directors, and representatives from the management engagement team held 16 meetings with stockholders representing 38% of common stock outstanding, as well as ISS and Glass Lewis, from September 2025 through December 2025. In these meetings, our Compensation Committee Chair explained the rationale of the independent directors for retaining Mr. Tan through fiscal 2030 and granting the 2025 Tan PSU Award, responded to stockholder inquiries and obtained additional feedback from our stockholders. All of the stockholders we met with expressed appreciation for the opportunity to discuss the 2025 Tan PSU Award and to continue the discussion regarding the Board’s approach to CEO succession planning in advance of the Annual Meeting. These stockholders also acknowledged the importance of Mr. Tan’s continued leadership to sustain the long-term value creation for both Broadcom and our stockholders while the technology industry undergoes a profound transformation due to AI.
Stockholder Engagement
| Q: | Why did the independent directors grant an equity award to Mr. Tan in September 2025 when Mr. Tan was granted the 2023 Tan PSU Award in fiscal 2023? | | A: | Prior to the 2025 Tan PSU Award grant, the 2023 Tan PSU Award was Mr. Tan’s only outstanding equity award and that award is scheduled to vest on October 31, 2027. For Broadcom to successfully compete in a highly competitive technology industry that is undergoing a profound transformation due to AI, the independent directors believe it is in the best interests of Broadcom and our stockholders to retain Mr. Tan through fiscal 2030. In addition, our top stockholders expressed overwhelming support in retaining Mr. Tan beyond fiscal 2027. | | Q: | Is the 2023 Tan PSU Award now subject to a post-vesting holding requirement? | | A: | Yes. Mr. Tan agreed to a post-vesting holding requirement through fiscal 2030 with respect to the Non-Transferable Shares. If Mr. Tan voluntarily terminates his employment without good reason, the post-vesting holding requirement is extended through fiscal 2032 with respect to the Non-Transferable Shares. | | Q: | Does the 2025 Tan PSU Award overlap with the 2023 Tan PSU Award? | | A: | No. There is no performance or vesting period overlap. These are two separate PSU awards. | | Q: | What is the performance goal of the 2025 Tan PSU Award? | | A: | The performance goal of the 2025 Tan PSU Award is achieved when the highest aggregate AI Revenue for a period of any four consecutive fiscal quarters from the start of fiscal 2028 through the end of fiscal 2030 exceeds at least $60 billion. “Maximum” achievement of the performance goal requires attainment of at least $120 billion in AI Revenue. | | Q: | Why is the performance metric of the 2025 Tan PSU Award based on AI Revenue and not on the price of Broadcom common stock? | | A: | AI Revenue was selected as the performance metric for the 2025 Tan PSU Award given that Broadcom must successfully compete in a highly competitive technology industry that is undergoing a profound transformation due to AI to continue its long-term value creation. The independent directors believe that AI Revenue would provide the most accurate and direct measure of our progress in advancing our technologies and products during this transformation. | | Q: | Who will determine whether the performance goal of the 2025 Tan PSU Award has been achieved at the end of fiscal 2030? | | A: | The performance goal of the 2025 Tan PSU Award is based on formulaic, pre-established and disclosed targets. The Compensation Committee will review the performance results and the independent directors, upon the recommendation of the Compensation Committee, will ultimately determine whether the performance goal has been achieved under GAAP reporting. |
Equity Awards Granted to Ms. Spears and Mr. Brazeal in Fiscal 2025
Equity Awards Granted to Ms. Spears and Mr. Brazeal in Fiscal 2025 In March 2025, the Compensation Committee reviewed the scope, responsibilities, achievements and business criticality of Ms. Spears, Mr. Brazeal and Dr. Kawwas as described above, including their unvested equity awards and retention risk. The Compensation Committee believed an annual equity award to each of Ms. Spears and Mr. Brazeal was warranted based on its review of the foregoing factors (the “2025 Spears/Brazeal Awards”). The Compensation Committee did not grant Dr. Kawwas an annual equity award because the 2023 Kawwas PSU Award was front-loaded to cover five years of annual equity awards from fiscal 2023 through fiscal 2027. The 2025 Spears/Brazeal Awards were granted on March 15, 2025. Half of the 2025 Spears/Brazeal Awards are in the form of a service-based RSU award and the other half are in the form of a PSU award, assuming target performance. The 2025 Spears/Brazeal Awards are multi-year awards and will vest on the same basis as two annual equity
Equity Awards Granted to Ms. Spears and Mr. Brazeal in Fiscal 2025
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Equity Awards Granted to Ms. Spears and Mr. Brazeal in Fiscal 2025
awards. The 2025 Spears/Brazeal Awards have staggered vesting start dates of March 15, 2025 and March 15, 2026. Each RSU award consists of 30,000 RSUs that will vest quarterly over four years from the applicable vesting start date. Each PSU award consists of 30,000 PSUs (at target) that will vest as to 25% of the shares underlying such award on each annual anniversary of the applicable vesting start date, subject to continued employment on the relevant vesting date and attainment of the applicable performance criteria. To continue to closely align the interests of Ms. Spears and Mr. Brazeal with those of our stockholders, each 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 2nd immediately preceding the applicable March 15th vesting start date and ending on March 1st of the first, second, third and fourth years following the performance period commencement date. 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, the Relative TSR is at or above the 75th percentile of the S&P 500 and our absolute TSR is not negative. If the Relative TSR falls between two percentile levels, the number of shares earned will be determined using linear interpolation. Within 60 days after the end of each performance period, the Compensation Committee will determine the number of shares earned based on the Relative TSR over the performance period expressed as a percentile as set forth below.
Equity Awards Granted to Ms. Spears and Mr. Brazeal in Fiscal 2025
| • | For the first three performance periods: |
Equity Awards Granted to Ms. Spears and Mr. Brazeal in Fiscal 2025
| • | If the Relative TSR is less than the 25th percentile, no shares will be earned for such performance period. |
Equity Awards Granted to Ms. Spears and Mr. Brazeal in Fiscal 2025
| • | If the Relative TSR is at the 25th percentile, 50% of the target number of shares subject to such performance period will be earned. |
Equity Awards Granted to Ms. Spears and Mr. Brazeal in Fiscal 2025
| • | If the Relative TSR is at or above the 50th percentile, 100% of the target number of shares subject to such performance period will be earned. |
Equity Awards Granted to Ms. Spears and Mr. Brazeal in Fiscal 2025
| • | For the fourth performance period: |
Equity Awards Granted to Ms. Spears and Mr. Brazeal in Fiscal 2025
| • | If the Relative TSR is greater than the 50th percentile but less than the 75th percentile, between 100% and 200% of the total target number of shares subject to the award will be earned, less shares earned in the prior three performance periods. |
Equity Awards Granted to Ms. Spears and Mr. Brazeal in Fiscal 2025
| • | If the Relative TSR is at or greater than the 75th percentile, 200% of the total target number of shares subject to the award will be earned, less shares earned in the prior three performance periods. |
Equity Awards Granted to Ms. Spears and Mr. Brazeal in Fiscal 2025
| • | If our absolute TSR is negative, the maximum payout over the four-year period is 100% of the total target number of shares. |
Equity Awards Granted to Ms. Spears and Mr. Brazeal in Fiscal 2025
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 set forth below (the “Achievement Factor”). The Achievement Factor is based on the Relative TSR for the applicable performance period. For the fourth performance period, the Achievement Factor is based on the 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. The design of these PSU awards, with its cumulative Achievement Factor mechanism and enhanced payout opportunity in the fourth performance period, incentivizes sustained outperformance over the full award term rather than short-term results. By allowing up to 200% of target shares to be earned only if the Relative TSR reaches the 75th percentile in the fourth performance period with a positive absolute TSR, while capping earlier periods at target, the PSU awards reward executives who drive consistent, long-term stockholder value creation throughout the entire performance cycle.
Equity Awards Granted to Ms. Spears and Mr. Brazeal in Fiscal 2025
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Equity Awards Granted to Ms. Spears and Mr. Brazeal in Fiscal 2025
| Relative TSR | Achievement Factor | | Performance Periods 1, 2 and 3: | | | At 50th Percentile of S&P 500 | • 1 | | At 25th Percentile of S&P 500 | • 0.5 | | Below 25th Percentile of S&P 500 | • 0 | | Performance Period 4: | | | At 75th Percentile of S&P 500 | • If absolute TSR is negative: 4 minus Prior Achievement Sum • If absolute TSR is neutral or positive: 8 minus Prior Achievement Sum (not to exceed, in aggregate, 200% of target number of shares) | | At 50th Percentile of S&P 500 | • 4 minus Prior Achievement Sum | | At 25th Percentile of S&P 500 | • If Prior Achievement Sum is greater than or equal to 1.5: 0.5 • If Prior Achievement Sum is less than 1.5: 2 minus Prior Achievement Sum | | Below 25th Percentile of S&P 500 | • 0 |
PSU Awards Earned in 2024 – 2025 Performance Period
PSU Awards Earned in 2024 – 2025 Performance Period Each of the PSU awards granted to our NEOs or that commenced vesting in fiscal 2019, 2021, 2022, 2023 and 2024 are subject to four overlapping performance periods. 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.
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 2021 were 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. As the 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. | 2021 2022 2023 2024 2025 | | 1 | 25% | 15,620 shares | 18,750 shares | 25,000 shares | | | 2 | 25% | 15,620 shares | 18,750 shares | 25,000 shares | | | 3 | 25% | 15,620 shares | 18,750 shares | 25,000 shares | | | 4 | 125% | 78,140 shares | 93,750 shares | 125,000 shares | | | Total | 200% | 125,000 shares | 150,000 shares | 200,000 shares | |
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 2025 | | 1 | 25% | 15,620 shares | 18,750 shares | 25,000 shares | | | 2 | 25% | 15,620 shares | 18,750 shares | 25,000 shares | | | 3 | 25% | 15,620 shares | 18,750 shares | 25,000 shares | |
2019 PSU Awards
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2021 Brazeal Promotion PSU Award
2021 Brazeal Promotion PSU Award The promotion PSU award granted to Mr. Brazeal in December 2021 was subject to four overlapping performance periods ending on each March 1st of 2022, 2023, 2024 and 2025 and vested, 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. As the Relative TSR was greater than the 75th percentile and our absolute TSR was positive for the fourth performance period, Mr. Brazeal in aggregate earned 200% of the target shares subject to the PSU award. The shares earned for the fourth performance period ending March 1, 2025 vested on December 15, 2025.
2021 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 2025 | | 1 | 25% | 20,000 shares | | | 2 | 25% | 20,000 shares | | | 3 | 25% | 20,000 shares | | | 4 | 125% | 100,000 shares | | | Total | 200% | 160,000 shares | |
2023 PSU Awards
2023 PSU Awards The multi-year equity awards granted to Ms. Spears and Mr. Brazeal in March 2023 (the “2023 Multi-Year Awards”) 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 periods.
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 2025 | | 1 | 25% | 12,500 shares | 12,500 shares | | | 2 | 25% | 12,500 shares | 12,500 shares | |
2023 PSU Awards
The 2023 Multi-Year Awards that commenced vesting in fiscal 2024 are subject to four overlapping performance periods ending on each March 1st of 2025, 2026, 2027 and 2028. 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 | 2024 | 2025 | | 1 | 25% | 12,500 shares | 12,500 shares | | |
2024 PSU Awards
2024 PSU Awards The 2024 annual equity award granted to Mr. Brazeal in March 2024 is subject to four overlapping performance periods ending on each March 1st of 2025, 2026, 2027 and 2028. 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.
2024 PSU Awards
| Performance Period | % of Target Shares Earned | Number of Shares Earned | Relative TSR Performance Over Period | | | | | Mark D. Brazeal | 2024 | 2025 | | 1 | 25% | 25,000 shares | | |
2024 PSU Awards
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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 serve primarily to attract and retain individuals with the requisite experience and ability to drive our success. Change in control provisions help secure the continued employment and dedication of our NEOs, reduce any concerns they might have regarding their continued employment prior to or following a change in control of Broadcom and 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 benefits 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 arm’s length negotiations at the time our NEOs commence employment with Broadcom, when they are requested to assume additional responsibilities, or from time to time as deemed necessary or desirable to achieve parity with other executive officers 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. Absent 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 forfeit 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 to which our NEOs may be entitled, see “Executive Compensation — Severance Benefits Agreements; Death and Permanent Disability Policies; Retirement” below.
Severance and Change in Control Benefits
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Severance and Change in Control Benefits
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 2025 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 2025 SUMMARY COMPENSATION TABLE
FISCAL 2025 SUMMARY COMPENSATION TABLE The following table sets forth information about compensation awarded to, paid to or earned by our NEOs during fiscal 2025, 2024 and 2023.
FISCAL 2025 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 | 2025 | 1,200,000 | 202,351,080(4) | — | 1,726,926(5) | 205,278,006 | | | 2024 | 1,226,374 | — | — | 1,408,168 | 2,634,542 | | | 2023 | 1,200,000 | 160,540,000 | — | 86,161 | 161,826,161 | | Kirsten M. Spears Chief Financial Officer and Chief Accounting Officer | 2025 | 412,000 | 27,136,414(6) | 597,567 | 18,065(7) | 28,164,046 | | | 2024 | 421,055 | — | 612,499 | 20,700 | 1,054,254 | | | 2023 | 412,000 | 14,310,050 | 500,275 | 19,800 | 15,242,125 | | Mark D. Brazeal Chief Legal and Corporate Affairs Officer | 2025 | 515,000 | 27,213,948(8) | 869,063 | 21,000(7) | 28,619,011 | | | 2024 | 526,319 | 27,731,100 | 703,824 | 20,700 | 28,981,943 | | | 2023 | 515,000 | 14,310,050 | 649,984 | 19,800 | 15,494,834 | | Charlie B. Kawwas, Ph.D. President, Semiconductor Solutions Group | 2025 | 721,000 | 21,750(9) | 1,351,876 | 21,000(7) | 2,115,626 | | | 2024 | 736,847 | — | 1,105,507 | 20,700 | 1,863,054 | | | 2023 | 721,000 | 48,162,000 | 781,715 | 19,800 | 49,684,515 |
FISCAL 2025 SUMMARY COMPENSATION TABLE
| (1) Fiscal 2024 salary reflects 53 weeks in fiscal 2024 compared to 52 weeks in fiscal 2025 and 2023. |
FISCAL 2025 SUMMARY COMPENSATION TABLE
| (2) Represents the grant date fair value of RSU and PSU awards calculated in accordance with ASC 718. The maximum grant date fair values (using a Monte Carlo simulation model) for the PSU awards, other than the 2025 Tan PSU Award, do not differ from the fair values presented in this table. These amounts do not reflect compensation actually received by the NEOs or the actual value that may be recognized by the NEOs. For information on the valuation assumptions used in the calculations, see Note 2 to the Consolidated Financial Statements in our 2025 Annual Report. |
FISCAL 2025 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 2025 Executive Compensation Program — Annual Cash Incentive Bonus Plan.” |
FISCAL 2025 SUMMARY COMPENSATION TABLE
| (4) Represents the grant date fair value for the 2025 Tan PSU Award at the target attainment level calculated in accordance with ASC 718. The grant date fair value for the 2025 Tan PSU Award at the maximum attainment level is $607,053,241. This amount does not reflect compensation actually received by Mr. Tan or the actual value that may be recognized by Mr. Tan. For information on the valuation assumptions used in the calculations, see Note 2 to the Consolidated Financial Statements included in our 2025 Annual Report. |
FISCAL 2025 SUMMARY COMPENSATION TABLE
| (5) Represents $12,906 for car service, $21,000 in 401(k) plan employer matching contributions and $1,693,020 in residential and personal security services. For more information, see “Compensation Discussion and Analysis — Additional Compensation Practices and Policies.” |
FISCAL 2025 SUMMARY COMPENSATION TABLE
| (6) Includes $114,814 for the incremental grant date fair value of Ms. Spears’ previously-granted outstanding RSU awards that were modified in June 2025 by the Compensation Committee to reflect a quarterly vesting schedule and calculated in accordance with ASC 718. |
FISCAL 2025 SUMMARY COMPENSATION TABLE
| (7) Represents 401(k) plan employer matching contributions. |
FISCAL 2025 SUMMARY COMPENSATION TABLE
| (8) Includes $192,348 for the incremental grant date fair value of Mr. Brazeal’s previously-granted outstanding RSU awards that were modified in June 2025 by the Compensation Committee to reflect a quarterly vesting schedule and calculated in accordance with ASC 718. |
FISCAL 2025 SUMMARY COMPENSATION TABLE
| (9) Represents the incremental grant date fair value of Dr. Kawwas’ previously-granted outstanding RSU awards that were modified in June 2025 by the Compensation Committee to reflect a quarterly vesting schedule and calculated in accordance with ASC 718, and does not represent a new equity award. |
FISCAL 2025 SUMMARY COMPENSATION TABLE
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SUPPLEMENTAL FISCAL 2025 SUMMARY COMPENSATION TABLE
| Name and Principal Position | Fiscal Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Hock E. Tan | 2025 | 1,200,000 | 32,108,000(1) | — | 1,726,926(2) | 35,034,926 | | President and Chief Executive Officer | | | | | | |
FISCAL 2025 GRANTS OF PLAN-BASED AWARDS TABLE
FISCAL 2025 GRANTS OF PLAN-BASED AWARDS TABLE
FISCAL 2025 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) ($) | | Name | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Hock E. Tan | APB Plan | | | | | | | | | | | | 09/03/2025 | | | | | —(4) | 610,521(4) | 1,831,563(4) | | 202,351,080(5) | | Kirsten M. Spears | APB Plan | | 25,750 | 412,000 | 834,300 | | | | | | | | 03/15/25 | 03/04/25(6) | | | | 3,750(7) | 30,000(7) | 60,000(7) | | 7,598,550(8) | | | 03/15/25 | 03/04/25(9) | | | | 3,750(7) | 30,000(7) | 60,000(7) | | 8,088,750(8) | | | 03/15/25 | 03/04/25(6) | | | | | | | 30,000(10) | 5,698,800(8) | | | 03/15/25 | 03/04/25(9) | | | | | | | 30,000(11) | 5,635,500(8) | | | N/A | | | | | | | | | 114,814(12) | | Mark D. Brazeal | APB Plan | | 32,187 | 515,000 | 1,042,875 | | | | | | | | 03/15/25 | 03/04/25(6) | | | | 3,750(7) | 30,000(7) | 60,000(7) | | 7,598,550(8) | | | 03/15/25 | 03/04/25(9) | | | | 3,750(7) | 30,000(7) | 60,000(7) | | 8,088,750(8) | | | 03/15/25 | 03/04/25(6) | | | | | | | 30,000(10) | 5,698,800(8) | | | 03/15/25 | 03/04/25(9) | | | | | | | 30,000(11) | 5,635,500(8) | | | N/A | | | | | | | | | 192,348(12) | | Charlie B. Kawwas, Ph.D. | APB Plan | | 90,125 | 721,000 | 1,622,250 | | | | | | | | N/A | | | | | | | | | 21,750(12) |
FISCAL 2025 GRANTS OF PLAN-BASED AWARDS TABLE
| (1) Represents potential payouts under the APB Plan for fiscal 2025. 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 2025 GRANTS OF PLAN-BASED AWARDS TABLE
| (2) All equity awards were granted under the Broadcom Inc. 2012 Stock Incentive Plan (the “2012 Plan”). |
FISCAL 2025 GRANTS OF PLAN-BASED AWARDS TABLE
| (3) Represents the grant date fair value of the equity awards calculated in accordance with ASC 718. These amounts do not reflect compensation actually received by the NEOs or the actual value that may be recognized by the NEOs. For information on the valuation assumptions used in the calculations, see Note 2 to the Consolidated Financial Statements in our 2025 Annual Report. |
FISCAL 2025 GRANTS OF PLAN-BASED AWARDS TABLE
| (4) Represents the 2025 Tan PSU Award with vesting contingent on both attainment of AI Revenue targets during the Performance Period and continued employment through the Vesting Date. No portion of the PSU award will be earned if the Applicable AI Revenue is less than or equal to the Threshold Achievement Level (and accordingly, no threshold payout amount is disclosed). The actual number of shares earned on the Vesting Date will be the product of multiplying the Payout Percentage by the Target PSUs. If the Applicable AI Revenue is between two Achievement Levels, the number of shares earned will be determined using linear interpolation. Mr. Tan may earn up to 300% of the Target PSUs. Any shares earned during the Performance Period but prior to the Vesting Date will be subject to continued employment through the Vesting Date. |
FISCAL 2025 GRANTS OF PLAN-BASED AWARDS TABLE
| (5) Represents the grant date fair value for the 2025 Tan PSU Award at the target attainment level calculated in accordance with ASC 718. |
FISCAL 2025 GRANTS OF PLAN-BASED AWARDS TABLE
| (6) Equity awards have a vesting start date of March 15, 2025. |
FISCAL 2025 GRANTS OF PLAN-BASED AWARDS TABLE
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FISCAL 2025 GRANTS OF PLAN-BASED AWARDS TABLE
| (7) Represents a PSU award that vests at a rate of 25% per year on each anniversary of the applicable vesting start date, subject to continued employment through the applicable vesting date and achievement of specified performance goals based on the Relative TSR over four overlapping performance periods beginning on March 2nd immediately prior to the applicable vesting start date and ending on March 1st of the first, second, third and fourth years following the performance period commencement date. 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, the 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 criteria is not met, no shares of common stock will be issued and the PSU award will be cancelled. |
FISCAL 2025 GRANTS OF PLAN-BASED AWARDS TABLE
| (8) Represents the maximum grant date fair value (using a Monte Carlo simulation model) for the 2025 Spears/Brazeal PSU Awards calculated in accordance with ASC 718. |
FISCAL 2025 GRANTS OF PLAN-BASED AWARDS TABLE
| (9) Equity awards have a vesting start date of March 15, 2026. |
FISCAL 2025 GRANTS OF PLAN-BASED AWARDS TABLE
| (10) Represents an RSU award, which when granted, vested at a rate of 25% per year on each anniversary of the applicable vesting start date, subject to continued employment on the applicable vesting date. The Compensation Committee in June 2025 modified the vesting schedule from annual to quarterly such that 12.5% of the RSU award vested on September 15, 2025 and the remainder will vest at a rate of 6.25% per quarter, subject to continued employment through the applicable vesting date. |
FISCAL 2025 GRANTS OF PLAN-BASED AWARDS TABLE
| (11) Represents an RSU award, which when granted, was to vest at a rate of 25% per year on each anniversary of the applicable vesting start date, subject to continued employment on the applicable vesting date. The Compensation Committee in June 2025 modified the vesting schedule from annual to quarterly and the RSU award will vest at a rate of 6.25% per quarter, subject to continued employment through the applicable vesting date. |
FISCAL 2025 GRANTS OF PLAN-BASED AWARDS TABLE
| (12) Represents the incremental grant date fair value of the previously-granted outstanding RSU awards that were modified in June 2025 by the Compensation Committee to reflect a quarterly vesting schedule and calculated in accordance with ASC 718. |
FISCAL 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
FISCAL 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
FISCAL 2025 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) | 3,696,300,000 | | | | 09/03/25 | — | — | 610,521(4) | 225,666,877 | | | Kirsten M. Spears | 01/15/19 | 7,813(5) | 2,887,919 | 78,140(6)(7) | 28,882,888 | 03/15/22 | | | 03/15/23 | 18,750(8) | 6,930,563 | 75,000(9)(7) | 27,722,250 | 03/15/23 | | | 03/15/23 | 31,250(8) | 11,550,938 | 87,500(10)(7) | 32,342,625 | 03/15/24 | | | 03/15/25 | 26,250(8) | 9,702,788 | 60,000(11)(7) | 22,177,800 | 03/15/25 | | | 03/15/25 | 30,000(12) | 11,088,900 | 30,000(13)(7) | 11,088,900 | 03/15/26 | | Mark D. Brazeal | 01/15/19 | 9,375(5) | 3,465,281 | 93,750(6)(7) | 34,652,813 | 03/15/22 | | | 12/15/21 | 5,000(14) | 1,848,150 | — | — | | | | 12/15/21 | 100,000(15) | 36,963,000 | — | — | | | | 03/15/23 | 18,750(8) | 6,930,563 | 75,000(9)(7) | 27,722,250 | 03/15/23 | | | 03/15/23 | 31,250(8) | 11,550,938 | 87,500(10)(7) | 32,342,625 | 03/15/24 | | | 03/15/24 | 62,500(8) | 23,101,875 | 175,000(10)(7) | 64,685,250 | | | | 03/15/25 | 26,250(8) | 9,702,788 | 60,000(11)(7) | 22,177,800 | 03/15/25 | | | 03/15/25 | 30,000(12) | 11,088,900 | 30,000(13)(7) | 11,088,900 | 03/15/26 | | Charlie B. Kawwas, Ph.D. | 01/15/19 | 12,500(5) | 4,620,375 | 125,000(6)(7) | 46,203,750 | 03/15/22 | | | 10/31/22 | — | — | 3,000,000(3) | 1,108,890,000 | |
FISCAL 2025 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 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
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FISCAL 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
| (2) The amounts shown in this column represent the number of unvested shares multiplied by $369.63, the closing price of Broadcom common stock on October 31, 2025 (the last trading day of fiscal 2025). |
FISCAL 2025 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 2, 2025 was tracking above target. Vesting is contingent on both achievement of stock price hurdles (the “Price Hurdles”) and 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 20 consecutive 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 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 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
| (4) Represents the 2025 Tan PSU Award based on attainment of the target performance level as the Performance Period does not commence until the first day of fiscal 2028. Vesting is contingent on both attainment of AI Revenue targets during the Performance Period and continued employment through the Vesting Date. No portion of the PSU award will be earned if the Applicable AI Revenue is less than or equal to the Threshold Achievement Level. The actual number of shares earned on the Vesting Date will be the product of multiplying the Payout Percentage by the Target PSUs. If the Applicable AI Revenue is between two Achievement Levels, the number of shares earned will be determined using linear interpolation. Mr. Tan may earn up to 300% of the Target PSUs. Any shares earned during the Performance Period but prior to the Vesting Date will be subject to continued employment through the Vesting Date. For further discussion of the 2025 Tan PSU Award, see “Compensation Discussion and Analysis — Long-Term Incentive Compensation — Equity Award Granted to Mr. Tan in Fiscal 2025.” |
FISCAL 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
| (5) Represents an RSU award under the 2019 Multi-Year Awards granted under the Avago Technologies Limited 2009 Equity Incentive Plan (the “Avago Plan”), which when granted, vested at a rate of 25% on each anniversary of the applicable vesting start date, subject to continued employment on the applicable vesting date. The Compensation Committee in June 2025 modified the vesting schedule from annual to quarterly such that 12.5% of the RSU award vested on September 15, 2025 and the remainder will vest at a rate of 6.25% per quarter, subject to continued employment through the applicable vesting date. |
FISCAL 2025 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 2, 2025 was tracking above target. The PSU award vests as to 25% of the target number of shares on each anniversary of March 15, 2022, subject to continued employment on the applicable vesting date and achievement of specified performance goals based on the Relative TSR over four overlapping 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 Relative TSR for the first, second and third performance periods was at the 61st, 99th 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, 2024 and 2025. |
FISCAL 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
| (7) 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, the 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 the Relative TSR is not at or above the 25th percentile of the S&P 500. |
FISCAL 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
| (8) Represents an RSU award, which when granted, vested at a rate of 25% on each anniversary of the applicable vesting start date, subject to continued employment on the applicable vesting date. The Compensation Committee in June 2025 modified the vesting schedule from annual to quarterly such that 12.5% of the RSU award vested on September 15, 2025 and the remainder will vest at a rate of 6.25% per quarter, subject to continued employment through the applicable vesting date. |
FISCAL 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
| (9) Represents a PSU award based on attainment of the maximum performance level as performance through November 2, 2025 was tracking above target. The PSU award vests as to 25% of the target number of shares on each anniversary of March 15, 2023, subject to continued employment on the applicable vesting date and achievement of specified performance goals based on the Relative TSR over four overlapping 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 Relative TSR for both the first and second performance period was at the 99th percentile and, as a result, 25% of the target number of shares subject to the PSU award was earned in each of fiscal 2024 and 2025. |
FISCAL 2025 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 2, 2025 was tracking above target. The PSU award vests as to 25% of the target number of shares on each anniversary of March 15, 2024, subject to continued employment on the applicable vesting date and achievement of specified performance goals based on the 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. The Relative TSR for the first performance period was at the 97th percentile and, as a result, 25% of the target number of shares subject to the PSU award was earned in fiscal 2025. |
FISCAL 2025 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 2, 2025 was tracking above target. The PSU award vests as to 25% of the target number of shares on each anniversary of March 15, 2025, subject to continued employment on the applicable vesting date and achievement of specified performance goals based on the Relative TSR over four overlapping performance periods beginning on March 2, 2025 and ending on each March 1st of 2026, 2027, 2028 and 2029, as determined by the Compensation Committee. |
FISCAL 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
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FISCAL 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
| (12) Represents an RSU award, which when granted, was to vest at a rate of 25% on each anniversary of the applicable vesting start date, subject to continued employment on the applicable vesting date. The Compensation Committee in June 2025 modified the vesting schedule from annual to quarterly and the RSU award will vest at a rate of 6.25% per quarter, subject to continued employment through the applicable vesting date. |
FISCAL 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
| (13) Represents a PSU award based on attainment of the target performance level as the performance period had not commenced as of November 2, 2025. The PSU award will vest as to 25% of the target number of shares on each anniversary of March 15, 2026, subject to continued employment on the applicable vesting date and achievement of specified performance goals based on the Relative TSR over four overlapping performance periods beginning on March 2, 2026 and ending on each March 1st of 2027, 2028, 2029 and 2030, as determined by the Compensation Committee. |
FISCAL 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
| (14) Represents an RSU award, which when granted, vested at a rate of 25% on each anniversary of the grant date, subject to continued employment on the applicable vesting date. The Compensation Committee in June 2025 modified the vesting schedule from annual to quarterly such that 18.75% of the RSU award vested on September 15, 2025 and the remaining 6.25% vested on December 15, 2025. |
FISCAL 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
| (15) Represents shares earned in fiscal 2025 under a PSU award based on attainment of the maximum performance level as the 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, 2025. The PSU award vests as to 25% on each anniversary of December 15, 2021, subject to continued employment on the applicable vesting date and achievement of specified performance goals based on the Relative TSR over four overlapping 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 Relative TSR for the first, second and third performance periods was at the 69th, 74th and 98th percentile, respectively, and, as a result, 25% (20,000 shares) of the target number of shares subject to the PSU award was earned in each of fiscal 2022, 2023 and 2024, and vested in each of fiscal 2023, 2024 and 2025, respectively. Mr. Brazeal earned an aggregate of 160,000 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 2025 OPTION EXERCISES AND STOCK VESTED TABLE
FISCAL 2025 OPTION EXERCISES AND STOCK VESTED TABLE The following table sets forth information regarding the vesting of previously granted RSU and PSU awards during fiscal 2025 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. The Value Realized on Vesting column represents long-term gain over multiple years of service by the NEO and is not considered as part of the NEO’s fiscal 2025 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 2025 OPTION EXERCISES AND STOCK VESTED TABLE
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Hock E. Tan | — | — | | Kirsten M. Spears | 394,057 | 86,814,413 | | Mark D. Brazeal | 343,125 | 77,219,281 | | Charlie B. Kawwas, Ph.D. | 212,500 | 43,659,125 |
FISCAL 2025 OPTION EXERCISES AND STOCK VESTED TABLE
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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 2025 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 2, 2025 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 | — | 35,363 | 3,696,300,000(3)(4) | 3,698,735,363 | | Kirsten M. Spears | 412,000 | 412,000 | 31,088 | 153,286,670 | 154,141,758 | | Mark D. Brazeal | 515,000 | 515,000 | 30,896 | 286,232,231 | 287,293,127 | | Charlie B. Kawwas, Ph.D. | 721,000 | 721,000 | 30,742 | 1,159,714,125(3) | 1,161,186,867 |
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 2, 2025. |
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 2, 2025, in each case multiplied by $369.63, the closing price of Broadcom common stock on October 31, 2025 (the last trading day of fiscal 2025). |
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 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 2, 2025 multiplied by $369.63, the closing price of Broadcom common stock on October 31, 2025 (the last trading day of fiscal 2025). |
POTENTIAL PAYMENTS AND BENEFITS UPON CERTAIN TERMINATIONS OF EMPLOYMENT IN CONNECTION WITH A CHANGE IN CONTROL
| (4) This amount does not include any shares subject to the 2025 Tan PSU Award as the Performance Period had not commenced prior to November 2, 2025 and any termination as of November 2, 2025 would result in the 2025 Tan PSU Award being forfeited in its entirety. |
POTENTIAL PAYMENTS AND BENEFITS UPON CERTAIN TERMINATIONS OF EMPLOYMENT IN CONNECTION WITH A CHANGE IN CONTROL
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POTENTIAL PAYMENTS AND BENEFITS UPON CERTAIN TERMINATIONS OF EMPLOYMENT
POTENTIAL PAYMENTS AND BENEFITS UPON CERTAIN TERMINATIONS OF EMPLOYMENT The following table reflects the potential payments and benefits to which our NEOs would be entitled under their severance benefits agreements in effect as of the end of fiscal 2025, in the event of a Covered Termination taking place not in connection with a change in control of Broadcom. The amounts presented in the table assume an employment termination date of November 2, 2025 and that all eligibility requirements contemplated by the NEO’s respective agreements and our policies and practices, as applicable, were met.
POTENTIAL PAYMENTS AND BENEFITS UPON CERTAIN TERMINATIONS OF EMPLOYMENT
| Name | Cash Severance Base Salary ($) | Cash Severance Bonus ($) | Health Benefits Continuation Coverage(1) ($) | Value of RSU/ PSU Acceleration ($) | Total ($) | | Hock E. Tan | 1,200,000 | — | 17,682 | 3,696,300,000(2)(3) | 3,697,517,682 | | Kirsten M. Spears | 309,000 | 206,000 | 15,544 | — | 530,544 | | Mark D. Brazeal | 386,250 | 257,500 | 15,448 | — | 659,198 | | Charlie B. Kawwas, Ph.D. | 540,750 | 360,500 | 15,371 | 1,108,890,000(2) | 1,109,806,621 |
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 2, 2025. |
POTENTIAL PAYMENTS AND BENEFITS UPON CERTAIN TERMINATIONS OF EMPLOYMENT
| (2) This amount includes the number of shares subject to the 2023 Tan PSU Award and the 2023 Kawwas PSU Award (as applicable) based on Broadcom’s performance through November 2, 2025 multiplied by $369.63, the closing price of Broadcom common stock on October 31, 2025 (the last trading day of fiscal 2025). |
POTENTIAL PAYMENTS AND BENEFITS UPON CERTAIN TERMINATIONS OF EMPLOYMENT
| (3) This amount does not include any shares subject to the 2025 Tan PSU Award as the Performance Period had not commenced prior to November 2, 2025 and any termination as of November 2, 2025 would mean the entirety of the 2025 Tan PSU Award is forfeited. |
POTENTIAL PAYMENTS UNDER OUR DEATH AND PERMANENT DISABILITY POLICIES
POTENTIAL PAYMENTS UNDER OUR DEATH AND PERMANENT DISABILITY POLICIES The following table reflects the additional potential payments and benefits to which our NEOs would be entitled under the Death Policy and Permanent Disability Policy in effect as of November 2, 2025, in the event of the NEO’s death or permanent disability. The amounts presented in the table assume a termination of employment date of November 2, 2025 and that all eligibility requirements contemplated by these policies were met.
POTENTIAL PAYMENTS UNDER OUR DEATH AND PERMANENT DISABILITY POLICIES
| Name | Value of RSU/PSU Acceleration ($)(1) | | Hock E. Tan | 3,696,300,000(2)(3) | | Kirsten M. Spears | 71,043,995 | | Mark D. Brazeal | 162,406,181 | | Charlie B. Kawwas, Ph.D. | 1,122,751,125(2) |
POTENTIAL PAYMENTS UNDER OUR DEATH AND PERMANENT DISABILITY POLICIES
| (1) Except as set forth below, 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 $369.63, the closing price of Broadcom common stock on October 31, 2025 (the last trading day of fiscal 2025). |
POTENTIAL PAYMENTS UNDER OUR DEATH AND PERMANENT DISABILITY POLICIES
| (2) This amount includes the number of shares subject to the 2023 Tan PSU Award and the 2023 Kawwas PSU Award (as applicable) based on Broadcom’s performance through November 2, 2025 multiplied by $369.63, the closing price of Broadcom common stock on October 31, 2025 (the last trading day of fiscal 2025). |
POTENTIAL PAYMENTS UNDER OUR DEATH AND PERMANENT DISABILITY POLICIES
| (3) This amount does not include any shares subject to the 2025 Tan PSU Award as the Performance Period had not commenced prior to November 2, 2025 and any termination as of November 2, 2025 would mean the entirety of the 2025 Tan PSU Award is forfeited. |
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 2025, the annual total compensation of our CEO, as reported in the “Fiscal 2025 Summary Compensation Table,” is $205,278,006. The median of the annual total compensation of all our employees is $378,281. Therefore, the Ratio calculated in accordance with Item 402(u) of Regulation S-K is 543 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 of each of our NEOs for purposes of the “Fiscal 2025 Summary Compensation Table.”
SUPPLEMENTAL CEO PAY RATIO
SUPPLEMENTAL CEO PAY RATIO As discussed in “Compensation Discussion and Analysis,” the 2025 Tan PSU Award is front-loaded to cover three years of annual equity awards from fiscal 2028 through fiscal 2030 and the performance period of the 2025 Tan PSU Award does not start until the first day of fiscal 2028. The 2023 Tan PSU Award, however, is front-loaded to cover five years of annual equity awards from fiscal 2023 through fiscal 2027 and is subject to a performance period during that time period. Hence, the fiscal 2025 “Stock Awards” amount shown above in the “Supplemental Fiscal 2025 Summary Compensation Table” excludes the grant date fair value for the 2025 Tan PSU Award at the target attainment level calculated in accordance with ASC 718 and instead includes one-fifth of the grant date fair value of the 2023 Tan PSU Award calculated in accordance with ASC 718. When applying the annual total compensation of our CEO of $35,034,926 as shown in the “Supplemental Fiscal 2025 Summary Compensation Table” above, the supplemental ratio is 93 to 1.
COMPARABILITY
| Year | Summary Compensation Table (“SCT”) Total for Principal Executive Officer (“PEO”) (1) ($) | 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 ($) | Peer Group TSR ($) | | | | 2025 | 205,278,006 | 2,268 | 19,632,894 | 332,352,803 | 1,182.35 | 243.37 | 23,126 | 63,887 | | 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 |