Broadcom Inc. AVGO

26% shingled-prose overlap between the two filings.

2025: 55,270 chars · 2026: 71,147 chars

• Committee Report:74% overlap (461 → 461 chars)
• Pay Ratio (Item 402(u)):47% overlap (2,652 → 4,071 chars)
• Say-on-Pay proposal:4% overlap (1,189 → 1,966 chars)

• changedThis Compensation Discussion and Analysis (“CD&A”) discusses the philosophy, design and objectives that guided decisions under our fiscal 2025 2024executive compensation program.
• changedWhile this CD&A primarily covers the fiscal 2025 2024compensation of our NEOs, the strategies underlying our compensation philosophy extend throughout Broadcom and are designed to create long-term stockholder value.
• newThe NEOs, who were our only executive officers in fiscal 2025, are provided below:
• changedOur distinctive approach in granting multi-year performance-based equityawardsandmulti-yearequity awards continues to be highly effective, helping us todeliver exceptional results to our stockholders.
• changedOur TSR of 34,330% since 2009 is12,769%,whichhas significantly outperformed that of our peer companies and has placed us in the top 1% of theS&P 500 companies during that period.
• changedWe strongly believe our equity-focused pay-for-performance strategy keeps our executive officers and otheremployees in critical areas engaged and motivated, as evidenced by our low global voluntary attrition rate, which has consistently been below the technology industry benchmark.
• newFiscal 2025 Highlights
• changedOver the five-year period through fiscal 2025, 2024,we delivered TSR of 1,082% 561%and our market capitalization increased from $141.4 $125.7billion to $1.7 trillion. $789.0billion.
• changed*TSR assumes $100 investment in Broadcom common stock on the last trading day of fiscal 2020 2019and reinvestment of dividends.
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• changedIn addition, we returned an aggregate of $13.6 $17.0billion to our stockholders during fiscal 2025, 2024,consisting of $11.1 $9.8billion in cash dividends and $2.5 $7.2billion in stock repurchases.
• changedFurthermore, our strong free cash flow in fiscal 2025 2024enabled us to increase our quarterly common stock dividend to $0.65 $0.59per share in our first quarter of fiscal 2026, 2025,an increase of 10% 11%over the quarterly dividends paid in thefourthquarteroffiscal 2025. 2024.
• changedOur record revenue, cash from operations and free cash flow in fiscal 2025 2024were driven by theorganicgrowthofour AI semiconductor solutions AI-relatedproductsand infrastructure software solutions from our acquisition andintegrationof VMware.
• newDue to the increase in our custom accelerator business, our AI semiconductor revenue increased 65% from $12.2 billion in fiscal 2024 to $20.2 billion in fiscal 2025 and represented 55% of our fiscal 2025 semiconductor revenue of $36.9 billion.
• newWith the strong adoption of VMware Cloud Foundation, our infrastructure software revenue increased 26% from $21.5 billion in fiscal 2024 to $27.0 billion in fiscal 2025.
• newRecord Revenue Record Cash From Operations Record Free Cash Flow* $63.9B $27.5B $26.9B +24%YoY +38%YoY +39%YoY
• changedOur executive compensation program is designed to keep our executive officers’ total compensation competitive with the compensation of executives in comparable positions at othercompanies in our compensation peer group.
• changedAs a result, the total target cash compensation (base salary and short-term incentives) for our executive officers is significantly generallylower than the median of the competitive market. market,butincombinationwithlong-termincentives,thetotalcompensationforourexecutiveofficerscanexceedthemedianofthecompetitivemarketbasedonachievingperformancegoals.
• newHowever, in combination with long-term incentives, the total compensation for our executive officers can exceed the median of the competitive market upon achieving or exceeding performance goals.
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• changedComponent Purpose & Description Base Salary • Provide a level of fixed annual cash for stability and retention • Reflect scope, responsibilities and sustained individual performance • Amount set considerably lower than the competitive market median Short-Term Incentives (“STI”) • Provide meaningful incentives to meet short-term (annual) objectives • Reward achievement of challenging and rigorous pre-established corporate financial and business division goals • Recognize individual contributions and performance Long-Term Incentives (“LTI”) • Reward efforts to grow sustainable, long-term stockholder value • Encourage retention and mitigate compensation-related risks with stock ownership guidelines • Value awarded above the competitive market median to incentivize outperformance and achievement of challenging and rigorous performance goals aligned with stockholder interests • Actual pay delivered linked to stockholder outcomes with corresponding performance leverage and risk
• changedFiscal 2025 2024Total Compensation Components
• changedTarget 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 ofequityawardscomprisedof RSU and PSU awards based on the fair market value oftheawardson the grant date (assuming target performance level attainment), as applicable.
• newMr. 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”).
• newAccordingly, Mr. Tan did not receive an annual cash incentive payout under the APB Plan for fiscal 2025.
• newIn fiscal 2025, Mr. Tan received the 2025 Tan PSU Award (as defined below), which covers his annual LTI for fiscal 2028 through fiscal 2030.
• newThe LTI component of the CEO chart below reflects the annualized value of the 2023 Tan PSU Award assuming target performance level attainment.
• changedDr. Kawwas TheCompensationCommitteedid not receive grantDr.Kawwasan annual equity award in fiscal 2025 because theequityawardhe received a front-loaded PSU award in fiscal 2023 that covers (the“2023KawwasPSUAward”)wasfront-loadedtocoverfive years of his annual equity awards (the “2023 Kawwas PSU Award”). awards.
• newThe LTI component of the Other NEOs Average chart below reflects the annualized value of the 2023 Kawwas PSU Award assuming target performance level attainment.
• changedIn addition, the AverageOther NEOs Average chart below alsoreflects the target LTI value of Ms. Spears’ and Mr. Brazeal’s annual equity awards that commenced vesting in fiscal 2025. 2024.
• changedAs shown in the charts below, 96% of our CEO’s and 95% of our other NEOs’ average annualized target total compensation in fiscal 2025 2024is 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).
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• changedOur executive compensation program does not follow a “one-size-fits-all” approach as the Compensation Committee and our Board believe an effective compensation program should be designed to effectively support Broadcom’s growth opportunities to deliver sustained stockholder value. addresstheuniqueneedsofBroadcom.
• changedWe encourage our executive officers to focus on the achievement of our challenging and rigorous pre-established corporate financial and operational performance goals and increasing stockholder value.
• newOur primary focus for long-term equity awards is on actual pay delivered in relation to stockholder value creation, with accounting grant date fair value as a guideline for competitive alignment.
• changedWe align the interests of our executive officers arealignedwith those of our stockholders by linking stockholders’interestsbecausewelinka majority of theirtarget total compensation opportunity to stockholder returns in the form of PSU awards that are subject to the attainment of pre-established performance-based objectives.
• changedFor our CEO and, since fiscal 2023, our President, Semiconductor Solutions Group, all 100%of their equity awards are in the form of PSU awards.
• changedFor our other NEOs, half executiveofficers,50%of their equity awards are in the form of PSU awards at target and the other half remaining50%are in the form of RSU awards, where the delivered value fluctuates based on our stock price performance.
• changedWe attract,motivate, retain and reward these executive officers, whose skills, knowledge and performance are crucial to our ongoing success.
• changedWhen 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 thenholds as an indicator of retention risk.
• changedThis 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% ratesin fiscal 2025, 2024,which continues to be wereapproximately2.9%(excludingemployeeswhojoinedBroadcomasaresultoftheVMwareacquisition)andapproximately6.2%(includingemployeeswhojoinedBroadcomasaresultoftheVMwareacquisition),bothofwhicharebelow the technology industry median of 10.1% benchmark(AON, 2025 2024Salary Increase and Turnover Study — First SecondEdition, May 2025). September2024).
• changedThis low global voluntary attrition rate has helped Broadcom become a leading technology company, achieve record financial results and deliver significant increasestockholder value.
• new*Excludes employees who joined as a result of the VMware acquisition.
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• changedPractices We Employ Practices We Do Not Employ ✔ Pay-for-performance compensation philosophy X No excessive risk-taking risktakingin incentive plan designs ✔ Majority of NEO compensation at risk and tied to long-term performance X No re-pricing of underwater stock options without stockholder approval ✔ Rigorous performance metrics directly tied to value creation for stockholders X No excise tax gross-ups ✔ Caps on cash and equity incentive plan payouts X No supplemental retirement or pension benefits ✔ Robust annual stockholder engagement led by independent directors X No dividend equivalents on unearned RSUs / PSUs ✔ Annual risk assessment of compensation programsand practices programsX No guaranteed bonuses ✔ Engagement of an independent compensationconsultant X No “single trigger” change in control payments or benefits ✔ CEO compensation reviewed and approved by theindependent directors X No excessive executive perquisites ✔ Robust stock ownership guidelines for all executive officers and directors X No hedging of stock by executive officers ✔ Clawback policy in compliance alignedwith SEC requirements and Nasdaq listing standards X No pledging of stock by executive officers without a risk analysis and approval of unlessa limited exception isapprovedby our Board and NCG NESGCommittee
• newOur stockholders expressed strong support for our 2024 executive compensation program and acknowledged our responsiveness to our stockholders’ concerns in the proxy statement for the 2025 annual meeting, as demonstrated by the 92% of votes cast in favor of the 2025 Say-on-Pay proposal.
• newThe Compensation Committee values open and ongoing engagement with our stockholders regarding our executive compensation program.
• newPrior to the 2025 annual meeting, we contacted our stockholders representing 52% of our common stock outstanding.
• changedPriortothe2024annualmeeting,Our Compensation Committee Chair, on behalf of our Board, Chairand representatives from the management engagement team met with 13 ourstockholders representing 35% 40%of common stock outstanding.
• changedThe feedback received from our stockholders at these meetings was discussed with the fullCompensation Committee and our Board.
• newMore information about our engagement with our stockholders prior to the 2025 annual meeting is provided above in “Corporate Governance — Stockholder Engagement.”
• changedConsistent 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. benchmarks,responsibilityandaccountability.
• changedThe Compensation Committee has established putinplacerobust stock ownership guidelines for our executive officers, as outlined below.
• changedShares owned outright or beneficially owned in a trust, as well as unvested RSU awards and earned-but-unvested PSU awards, awardscount towards satisfying achievingthe stock ownership guidelines.
• newShares subject to stock options, if granted, do not count toward satisfying the stock ownership guidelines.
• changedOur executive officers are expected to satisfy the applicable guidelines within five years of the date on which they become an executive officer and to maintain holdat least such minimum value in shares of common stock while they remain an executive officer.
• changedBased on the closing price of Broadcom common stock on the Record Date, all of our NEOs are in compliance with havemetthe levelofownershipinourstock ownership guidelines.
• changedBased on the recommendation of the Compensation Committee, our Board has put in place approveda comprehensive clawback policy in compliance alignmentwith SEC and Nasdaq rules.
• changedOur clawback policy requires the repayment of certain cash and equity-based incentive compensation received by providedtocurrent or former executive officers in the event of connectionwitha restatement of financial statements if such compensation exceeds the amount that the executive officers would have received based on the restated financial statements.
• changedIn addition to market compensation data provided by its independent compensation consultant, the Compensation Committee (and, in the case of our CEO, the independent directors) considers the following factors, information,among others, when determining the compensation of otherfactors,foreach executive officer: officerwhendetermininghisorhercompensation:
• changed• our CEO’s recommendation on compensation and individual performance for executive officers other (otherthan himself. forhimself).
• changedThis information enables helpsthe Compensation Committee and the independent directors to assess understandthe long-term retentive value elementsand total compensation delivered to our executive officers.
• changedWhenmakingtheirexecutivecompensationdecisions,The Compensation Committee does not consider the accounting or andtax implications of thecompensation awarded to our executive officers when making executive compensation decisions. officers.
• newThe primary drivers of the individual compensation decisions are the competitive talent-market and our pay-for-performance philosophy.
• changedMeridian provided consulting services on executive and non-employee director compensation-related matters to the Compensation Committee and the independent directors in fiscal 2025, 2024,including assessmentsofexecutiveandnon-employeedirectorcompensationbasedoncompetitive market compensation data analyses.
• changedMeridian also provided Inaddition,the Compensation Committee reliedonMeridianforperiodic updates on regulatory developments and market trends related to executive and non-employee director compensation. compensationmatters.
• changedMeridian did not provide any other services to Broadcom in fiscal 2025. 2024.
• changedThe Compensation Committee assessed the independence of Meridian pursuant to SEC and Nasdaq rules and concluded that Meridian is wasindependent and its work for the Compensation Committee and the independent directors do didnot raise any conflict of interest.
• changedThe Compensation Committee, in consultation Committeeworkswith its independent compensation consultant, develops consultanttodevelopa meaningful compensation peer group for purposes of understanding competitive market compensation practices.
• newThe compensation peer group is evaluated annually and updated as necessary based on revenue, market capitalization and relevant industries as further described below.
• newThe 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.
• changedThe compensation peer group is utilized usedfor comparative purposes only.
• newOur established selection criteria is outlined below:
• changed• Industry: companies in semiconductor-related and other technology-focused industries of comparable havingasimilarscale and complexity
• newBased on this holistic assessment, the Compensation Committee, in consultation with Meridian, approved the compensation peer group below for fiscal 2025.
• newMastercard Incorporated and Visa Inc. were removed to better reflect Broadcom’s relevant technology industry peers.
• newAlphabet 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.
• changedFiscal 2025 2024Compensation Peer Group Accenture plc Apple Inc. International BusinessMachines Corporation Oracle Corporation Adobe Inc. Applied Materials, Inc. Intuit CiscoSystems,Inc. MastercardIncorporatedQualcomm Incorporated Advanced Micro Devices, Inc. Cisco Systems, AdobeInc. IntelCorporationMeta Platforms, Inc. Salesforce, Inc. Alphabet AdvancedMicroDevices,Inc. Intel InternationalBusinessMachinesCorporation NVIDIA Corporation Texas InstrumentsIncorporated InstrumentsIncorporatedAppliedMaterials,Inc.IntuitInc.OracleCorporationVisaInc.
• newPercentile 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%
• new(1) Based on the most recently available trailing four quarters as of August 9, 2024, except as noted in footnote 3.

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