Broadcom (AVGO) DEF 14ADefinitive proxy

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

BROADCOM INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS

These items of business are described more fully in the accompanying Proxy Statement. On or about February 17, 2023, we are mailing to most of Broadcom’s stockholders at the close of business on the Record Date a notice of internet availability of proxy materials instead of a paper copy of the proxy materials.

Your vote is important. Regardless of whether you plan to participate in the Annual Meeting, we hope you will vote as soon as possible via the Internet, by telephone or by mail to ensure you are represented at the Annual Meeting. Instructions for using these voting methods are set forth on the proxy card or the notice of internet availability of proxy materials.

Important notice of internet availability of proxy materials:
The notice of meeting, Proxy Statement and annual report to stockholders are available at
https://investors.broadcom.com.

By Order of the Board,

Hock E. Tan

Director, President and Chief Executive Officer

February 17, 2023

TABLE OF CONTENTS

This proxy statement contains forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events. Forward-looking statements contained in this proxy statement should be considered in light of the many uncertainties that affect our business and specifically those factors in our filings filed with the Securities and Exchange Commission, such as those discussed under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended October 30, 2022, and as may be updated in our subsequent filings.

PROXY SUMMARY

PROXY STATEMENT SUMMARY

Your proxy is being solicited by the Board of Directors of Broadcom Inc. (the “Board”) in connection with the 2023 Annual Meeting of Stockholders (the “Annual Meeting”). We are making the Notice of Internet Availability of Proxy Materials (the “Internet Notice”), this proxy statement (the “Proxy Statement”) and the accompanying proxy card, and our Annual Report on Form 10-K (the “2022 Annual Report”) for the fiscal year ended October 30, 2022 (“Fiscal Year 2022”) available to stockholders at the close of business on February 6, 2023 (the “Record Date”) on or about February 17, 2023. This summary highlights information contained elsewhere in this Proxy Statement. We encourage you to review the entire Proxy Statement before voting.

Unless the context otherwise requires, references in this Proxy Statement to “Broadcom,” “we,” “our,” “us” and similar terms are to Broadcom Inc.

Proposals and Board Recommendations

Corporate Governance

We are committed to strong corporate governance and have designed our corporate governance framework to support the long-term interests of our stockholders, as well as our workforce, customers and communities. Some of our key governance practices include the following:

PROXY SUMMARY

2023 Director Nominees

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

PROXY SUMMARY

Our Fiscal Year 2022 Performance

Financial Results Highlights

Our performance in Fiscal Year 2022 continued to be strong despite the on-going impact of the COVID-19 pandemic, supply chain challenges and macroeconomic uncertainties. Highlights of our financial results include:

Revenue (in billions)

Operating Income (in billions)

Free Cash Flow (in billions)

^* See Appendix A for a reconciliation of non-GAAP financial measures to the most directly comparable GAAP measures.

Return of Capital to Stockholders

Our strong cash flow in Fiscal Year 2021 enabled us to return an aggregate of $14,032 million to our stockholders during Fiscal Year 2022, consisting of $7,032 million in cash dividends and $7,000 million under our stock repurchase program. We also paid $1,455 million for the elimination of shares withheld to cover employee withholding taxes due upon the vesting of net settled equity awards. In addition, our strong free cash flow in Fiscal Year 2022 enabled us to increase our quarterly common stock dividend to $4.60 per share in our first quarter of fiscal year ending October 29, 2023 (“Fiscal Year 2023”), an increase of 12% over the quarterly dividend paid in Fiscal Year 2022.

Dividends

PROXY SUMMARY

Total Stockholder Return

We believe long-term total stockholder return (“TSR”) is a meaningful measure, as our stock price over short periods is frequently impacted by market volatility and macroeconomic events unrelated to our underlying performance. Our five-year TSR performance, based on an investment of $100 in Broadcom common stock on the last trading day of our fiscal year 2017 and assuming reinvestment of dividends, has been substantial on both an absolute and relative basis, returning $222 on a $100 investment. Although our one-year TSR decreased in Fiscal Year 2022 due to broader market volatility, we still outperformed our peer group median and the S&P 500 as shown below.

Executive Compensation

Executive Compensation Program Governance

Our executive compensation program is designed to reward our executive officers for producing sustainable growth in share value, to align the interests of our executive officers with the interests of our stockholders, and to attract and retain top talent. The table below highlights our key executive compensation program governance practices.

PROXY SUMMARY

Fiscal Year 2022 Named Executive Officer Pay Mix

The following charts compare the Fiscal Year 2022 target total direct compensation for our CEO and our other named executive officers (“NEOs”), except for Mr. Krause who resigned in July 2022. Mr. Krause did not receive any severance or bonus payments and forfeited all outstanding, unvested equity awards in connection with his resignation.

Target total direct compensation consists of (i) base salary, (ii) target short-term incentives (“STI”) through our annual performance cash bonus plan (the “APB Plan”) and (iii) target long-term incentives (“LTI”) in the form of equity awards comprised of service-based restricted stock unit (“RSU”) awards and performance-based stock unit (“PSU”) awards based on the fair market value of the awards on the grant date, assuming target performance, as applicable.

The Average Other NEO chart also includes the portion of the multi-year equity awards of RSU awards (the “RSU Multi-Year Awards”) and PSU awards (the “PSU Multi-Year Awards”) granted to our NEOs in January 2019 (the “2019 Multi-Year Equity Awards”) that began vesting in March 2022, based on the fair market value on the January 2019 grant date and assuming target performance. The 2019 Multi-Year Equity Awards vest on the same basis as if four annual equity grants were made on March 15 each year, beginning in 2019 for four successive years.

CEO FY 2022 Target Pay Mix	Average Other NEO FY 2022 Target Pay Mix

CORPORATE GOVERNANCE

CORPORATE GOVERNANCE

Code of Ethics and Business Conduct

We are committed to strong corporate governance. Our Board has adopted a Code of Ethics and Business Conduct (the “Code of Ethics”) that is applicable to all members of our Board, employees, including our President and CEO, our Chief Financial Officer (“CFO”), and contractors. The Code of Ethics guides us in how we conduct our business and work with each other, and reflects our values, standards and expectations. Any amendments to or waivers given to our executive officers or directors under the Code of Ethics will be disclosed on our website to the extent required under the applicable Securities and Exchange Commission (“SEC”) rules.

A copy of the Code of Ethics is available in the “Investor Center—Corporate Governance—Documents” section of our website or upon request to: Investor Relations, Broadcom Inc., 1320 Ridder Park Drive, San Jose, California 95131.

Corporate Governance Guidelines

Our Board has adopted the Corporate Governance Guidelines that cover various topics relating to our Board and its activities. A copy of the Corporate Governance Guidelines is available in the “Investor Center—Corporate Governance—Documents” section of our website or upon request to: Investor Relations, Broadcom Inc., 1320 Ridder Park Drive, San Jose, California 95131.

Some of the governance best practices included in the Corporate Governance Guidelines are as follows:

To ensure that our directors are not over-committed and have sufficient time to fulfill their duties and responsibilities on our Board effectively, directors may not serve on more than four other public company boards without prior approval, except that a director who also serves as the chief executive officer of a public company should not serve on more than two public company boards in addition to our Board. The Nominating, Environmental, Social and Governance Committee (the “NESG Committee”) regularly reviews the commitment of our directors, including the number of other public company directorships.

When considering any requests to serve on additional public company boards, our Board, with the NESG Committee, carefully reviews such director’s prior time and attention to our Board and ability to continue to dedicate sufficient time to fulfill the responsibilities required as a member of our Board. Our Board also considers such directors’ contributions to our Board, our full Board’s skill and diversity composition and whether such director’s service with the other public company boards will impact service on our Board and committees on which the director is a member, including if the other public company is a special purpose acquisition company.

Any director who retires from or terminates his or her present employment, or who materially changes his or her position, is required to submit an offer of resignation as a director of our Board. This provides our Board the opportunity to evaluate whether the individual should continue to sit on our Board in light of the director’s new occupational status. Our Board may invite any such director to remain a director if our Board determines that continued access to such director’s knowledge, skills and experience is in the best interests of Broadcom and our stockholders.

Longer serving directors have valuable insight about our business, operations, history, policies and objectives. Our Board does not currently believe that a mandatory retirement age for non-employee directors is necessary, and that continued service by a particular director may be in the best interests of Broadcom and our stockholders. However, when a non-employee director reaches the age of 75 years, the director is required to offer such director’s resignation to our Board, to be effective as of the next annual meeting of stockholders. This allows our Board to evaluate the composition and needs of our Board and determine whether continued service of such director is in the best interests of Broadcom and our stockholders.

CORPORATE GOVERNANCE

Stock Ownership Guidelines

Based on competitive market data and after consultation with the Compensation Committee’s independent compensation consultant, the stock ownership guidelines for our non-employee directors and executive officers are as follows:

*Fair market value of common stock based on the closing price per share as quoted on the Nasdaq Global Select Market on the date of valuation.

Our non-employee directors and executive officers are expected to satisfy the applicable guidelines within five years of the date on which they become a director or an executive officer and to hold at least such minimum value in shares of common stock while they remain a director or an executive officer.

Shares held in a trust or other estate-planning vehicle established by a non-employee director or an executive officer, which they beneficially own under SEC rules, count toward achieving the applicable level of stock ownership. Outstanding RSU and PSU awards for which the performance criteria have been met count toward achieving the applicable level of stock ownership at a rate of 100%. Shares subject to outstanding stock options awards do not count towards achieving the applicable stock ownership level.

As of the Record Date, all of our non-employee directors and executive officers have met the level of stock ownership set forth under the guidelines.

Anti-Hedging and Trading Restrictions

Our insider trading policy prohibits our directors and employees, including our executive officers, from hedging or pledging our securities, making short sales or trading in derivative securities related to our securities.

CEO and Senior Management Succession Planning

Our Board is actively involved in the CEO and senior management succession planning. Our Board discusses CEO succession planning at least bi-annually. Our Board has developed an interim and a longer-term CEO succession plan. The interim plan would utilize internal candidates and become effective in the event our CEO unexpectedly becomes unable to perform his duties, in order to minimize potential disruption or loss of continuity to the business and operations. The longer-term CEO succession plan is currently focused on the development of internal candidates, as well as on maintaining business and operational continuity. In addition, our Board, with our CEO and Vice President of Human Resources, regularly discuss senior management succession planning and review the composition of senior management. Our Board reviews the qualifications and experience of the potential successors and the development priorities and achievements of the potential successors, and our Board engages with the potential internal successors at least annually at Board meetings and in less formal settings.

Corporate Social Responsibility

Our Board, through the NESG Committee, oversees our environment, climate, diversity and inclusion, human rights and governance (“ESG”) matters, including our corporate social responsibility and sustainability program and initiatives. The NESG Committee receives quarterly updates from management on ESG matters and regularly updates the Board.

CORPORATE GOVERNANCE

In February 2023, we published our annual Environmental, Social and Governance Report for Fiscal Year 2022 (the “ESG Report”). In the ESG Report, we discuss our Fiscal Year 2022 ESG program and initiatives, including our products that help our customers with sustainability, our human rights program within our supply chain, our talented and dedicated workforce, and our environmental impact.

We also disclosed in the ESG Report our goal to reduce our Scope 1 and Scope 2 greenhouse gas emissions in line with the UN Paris Agreement and Science Based Targets Initiative goal to limit global warming to 1.5º Celsius above pre-industrial levels.

We prepared the ESG Report leveraging the Global Reporting Initiative (GRI) Sustainability Reporting Standards (core option), the Sustainability Accounting Standards Board (SASB) Semiconductors and Software & IT Services Industry Standards and the framework developed by the Task Force on Climate-Related Financial Disclosures (TCFD). The ESG Report is also reviewed by the full Board.

Additional information about our corporate social responsibility and sustainability program and initiatives is in the ESG Report, which is located in the Citizenship and the Investor Center sections of our website. The ESG Report and our website are not part of or incorporated by reference into the Proxy Statement.

Stockholder Engagement

We recognize the importance of actively engaging with and understanding the concerns of our stockholders. Our Board and executive officers value the input from our stockholders. Our Lead Independent Director and chairperson of the Compensation Committee, together with members of management, annually engage with our stockholders in a robust stockholder engagement program.

In Fiscal Year 2022, we contacted stockholders beneficially owning over 50% of our then outstanding shares of common stock and engaged with stockholders owning approximately 49% of our then outstanding stock. Our Lead Independent Director and chairperson of the Compensation Committee, along with members of management, participated in these engagements and discussed a variety of topics, including board composition, risk management, corporate governance, ESG initiatives, corporate social responsibility, executive compensation and succession planning.

We continued to meet with our stockholders into Fiscal Year 2023 to discuss the progress of our ESG priorities and corporate social responsibility and sustainability program and initiatives.

Stockholder Communications with our Board

You may communicate with our Board at the following address:

Board of Directors
Broadcom Inc.
c/o Chief Legal and Corporate Affairs Officer
1320 Ridder Park Drive
San Jose, California 95131

Communications are distributed to our Board or to any individual director, as appropriate, depending on the facts and circumstances outlined in the communication. Communications that are unduly hostile, threatening, illegal or similarly unsuitable will be excluded, but will be made available to any director upon request.

BOARD OF DIRECTORS

BOARD OF DIRECTORS

Our Board oversees the conduct of our business by senior management and risk management, provides guidance on strategic and business planning, is principally responsible for the succession planning for our CEO and senior management, and ensures that the long-term interests of stockholders are being served.

Director Independence

Our Board annually reviews the independence of each director and nominee and considers whether such individual has a material relationship with Broadcom that could compromise their ability to exercise independent judgment in carrying out their responsibilities. For the purpose of assessing a director’s independence, our Board reviewed transactions and relationships between Broadcom and an entity where a director or nominee serves as a director and/or is the beneficial owner, directly or indirectly, of such entity, or where a director or nominee for director serves on a non-employee advisory board of, or in a non-employee advisory capacity to, such an entity.

While Dr. Samueli is considered independent under the Nasdaq Stock Market (“Nasdaq”) listing standards, Dr. Samueli would not be deemed independent until December 2023 under Institutional Shareholder Services (ISS) and Glass Lewis proxy voting policies. Accordingly, our Board has determined that Mses. Bryant, Delly and Page, and Messrs. Fernandez, Hartenstein, Low and You, representing seven of our nine director nominees, are currently “independent directors.”

Board Leadership Structure

Our Board currently believes that Broadcom and its stockholders are best served by a Board leadership structure in which the roles of the CEO and the Chairman of the Board are held by different individuals, and that there be a Lead Independent Director if the Chairman is not independent. Under this structure our CEO is generally responsible for setting the strategic direction of Broadcom and for the day-to-day management of our operations. The independent Chairman or the Lead Independent Director, as applicable, provides strong independent leadership to assist our Board in fulfilling its oversight role of management and our risk management practices, approves the agenda for Board meetings and presides over Board meetings and over the meetings of our independent directors in executive session. Our Board annually reviews its leadership structure to determine whether it continues to best serve Broadcom and its stockholders. Currently, Mr. Tan serves as our President and CEO, Dr. Samueli serves as our Chairman of the Board and Mr. Hartenstein serves as our Lead Independent Director. Our Board has decided to maintain the current leadership structure and division of responsibilities.

Director Nominations

In accordance with the Corporate Governance Guidelines, our Board seeks individuals to serve as directors who have the highest personal and professional integrity, strength of character, demonstrated exceptional ability and judgment, and diversity of skills, experience and background appropriate for the business and operations of Broadcom.

When evaluating director candidates, the NESG Committee seeks to ensure that our Board has the requisite skills, experience and expertise, and that our Board consist of persons with appropriately diverse and independent backgrounds.

The NESG Committee will consider all aspects of a candidate’s qualifications in the context of the needs of Broadcom, including:

BOARD OF DIRECTORS

The NESG Committee will consider nominee recommendations from its members, other Board members and members of our management, as well as nominees recommended by our stockholders. The NESG Committee has from time to time also engaged third-party search firms to assist in identifying and evaluating possible candidates.

See “Other Information – Stockholder Proposals and Director Nominations for the 2024 Annual Meeting” below for information on the requirements for director nominations, including nominations using proxy access.

Director Attendance and Meetings

The Corporate Governance Guidelines provide that each director is expected to attend all meetings of our Board and of each committee on which the director is a member and the annual meetings of stockholders. Our Board held 10 meetings during Fiscal Year 2022 and our independent directors met at regularly scheduled executive sessions without management present. Each director attended at least 75% of the aggregate number of meetings of our Board and all committees of our Board on which the director served during Fiscal Year 2022. All of our directors attended the annual meeting of stockholders in April 2022.

Board Risk Oversight

Our Board believes that evaluating Broadcom’s most critical risks is one of its most important areas of oversight. Our Board regularly reviews and discusses with management risks related to operations, liquidity, credit, cybersecurity, climate, compensation programs, workforce retention and senior management succession.

In addition, each committee is responsible for the oversight of specific areas of risk and reports regularly to our Board on matters relating to those risks. Management reports, at least annually, on our risks and risk management practices to the relevant committees and the full Board.

BOARD OF DIRECTORS

Cybersecurity Risk Management

Our Board is actively involved in overseeing our cybersecurity, data privacy and information technology risk management. Our management, including our Chief Security Officer, reviews with the Audit Committee at least quarterly our cybersecurity, data privacy and information technology security policies, practices and protective measures, current and projected threats to our data privacy and information security, cybersecurity incidents and related risks. The Audit Committee and management also update our Board at least quarterly on our cybersecurity performance and risk profile and the effectiveness of our security processes.

Compensation Risk Assessment

The Compensation Committee, in consultation with Meridian Compensation Partners, LLC (“Meridian”), conducts an annual review of our compensation policies and practices for our employees, to assess the risks associated with such policies and practices. The Compensation Committee considered our mitigation of compensation-related risks, such as our compensation policies and practices that balance short- and long-term goals and awards and provide a mix of the cash and equity components (as described in more detail under “Compensation Discussion and Analysis” and “Executive Compensation” below). The Compensation Committee also considered the executive stock ownership guidelines, hedging and pledging prohibitions and oversight process led by the Compensation Committee, the members of which are independent directors.

Board Committees

Our Board has the following committees: Audit Committee, Compensation Committee, NESG Committee and Executive Committee. The Audit Committee, the Compensation Committee and the NESG Committee each operate under a charter that satisfies the applicable standards of the SEC and Nasdaq. The charters for all four committees are available in the “Investor Center—Corporate Governance—Documents” section of our website. Stockholders may also request a copy from Investor Relations, Broadcom Inc., 1320 Ridder Park Drive, San Jose, California 95131.

Audit Committee

Each member of the Audit Committee is independent in accordance with the audit committee independence requirements under the applicable rules and regulations of the SEC and Nasdaq. Our Board has determined that Mses. Delly and Page and Mr. You are audit committee financial experts under applicable SEC rules and have the requisite financial sophistication required by applicable Nasdaq rules.

BOARD OF DIRECTORS

Compensation Committee

Each member of the Compensation Committee is independent in accordance with the compensation committee independence requirements under the applicable rules and regulations of the SEC and Nasdaq and is a non-employee director within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Compensation Committee Interlocks and Insider Participation

The members of the Compensation Committee, Ms. Bryant and Messrs. Hartenstein, Low and You, are not and have never been officers or employees of Broadcom. During Fiscal Year 2022, none of our executive officers served on the board of directors or compensation committee of any other entity that has one or more executive officers serving as a member of our Board or the Compensation Committee.

BOARD OF DIRECTORS

Nominating, Environmental, Social & Governance Committee

Each member of the NESG Committee is independent in accordance with the applicable Nasdaq rules and regulations.

Executive Committee

The Executive Committee is comprised of our CEO, the Chairman of the Board and such other directors as our Board appoints.

BOARD OF DIRECTORS

Board Evaluations

Our Board is committed to reviewing its performance through an annual evaluation process, which is overseen by the NESG Committee. Through the evaluations, our directors provide feedback on our Board and its committees and our Board assesses its processes and overall effectiveness. The Chairman of the Board and the Lead Independent Director report the results to our full Board and the Chairpersons of each committee report the results to their respective committees.

Director Compensation

On an annual basis, the Compensation Committee reviews our non-employee director compensation, with input from its independent compensation consultant regarding market practice and the competitiveness of our non-employee director compensation. Our Board approves any changes to our non-employee director compensation, taking into consideration the recommendations of the Compensation Committee and based on its own review. Our non-employee directors receive cash and equity compensation in consideration for their service on our Board, as set forth in more detail below. Our non-employee directors do not receive any non-equity incentive compensation or participate in any company pension plan or deferred compensation plan.

Dr. Samueli has declined all compensation, including equity awards, for his service on our Board and as its Chairman. However, we provide Dr. Samueli with administrative support in connection with the discharge of his duties as Chairman. We do not compensate Mr. Tan for his service on our Board or any committee of our Board.

Cash Compensation

In Fiscal Year 2022, our non-employee directors were entitled to receive the following annual cash compensation, payable quarterly:

In December 2022, our Board approved an increase in the cash compensation paid to our non-employee directors based on the recommendation of the Compensation Committee and its independent compensation consultant, and taking into account that no changes to the non-employee director cash compensation has been made since December 2018. Effective December 7, 2022, the annual retainer increased to $105,000 and additional fees payable to Chairperson of the Compensation Committee and the Chairperson of the NESG Committee increased to $30,000 and $25,000, respectively. All other fees remain unchanged.

In addition, we reimburse or pay non-employee directors for travel and other out-of-pocket expenses related to their attendance at Board and committee meetings, the annual meeting of stockholders and other Board-related travel undertaken at our request.

BOARD OF DIRECTORS

Equity Compensation

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

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

Director Compensation for Fiscal Year 2022

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

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 1:
ELECTION OF DIRECTORS

Director Nominees

Our Board is comprised of nine directors and our directors are to be elected each year at the annual meeting of stockholders. Upon the recommendation of the NESG Committee, our Board nominated the nine individuals below for election as directors, all of whom are currently directors. Stockholders may not vote their proxies for a greater number of persons than the number of director nominees provided below.

Our Board expects that each of the director nominees will be available to serve as a director. In the event a director nominee resigns or otherwise becomes unwilling or unable to serve after the mailing of the Internet Notice but before the Annual Meeting, our intention would be to make a public announcement of such resignation and either reduce the size of our Board or appoint a substitute nominee, in accordance with our Amended and Restated Bylaws (the “Bylaws”). If we reduce the size of our Board, this would reduce the number of nominees to be elected at the Annual Meeting. Votes received in respect of such director would not be counted in such circumstances. In the event that we instead propose to elect a substitute nominee at the Annual Meeting to fill any such vacancy, it is intended that the shares represented by the proxy will be voted for such substitute nominee.

Our Board believes that each director nominee has the experience, qualification, integrity, diversity of background and understanding of our business and industries required for service on our Board. Our Board, in consultation with the NESG Committee, also believes that each director nominee has demonstrated the willingness and the ability to dedicate sufficient time and attention to fulfill the responsibilities required as a director and that the service with other public companies does not and will not impact service on our Board.

The biographical information of each director nominee provided below is as of February 6, 2023.

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 1: ELECTION OF DIRECTORS

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

PROPOSAL 2: RATIFICATION OF AUDITORS

PROPOSAL 2:
RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee is responsible for the appointment, compensation, retention and oversight of the independent auditors retained to audit our consolidated financial statements. The Audit Committee has reappointed PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for Fiscal Year 2023. Our Board and the Audit Committee believe that the continued retention of PwC is in the best interests of Broadcom and our stockholders. We expect a representative from PwC to be present at the Annual Meeting. This representative will have the opportunity to make a statement if the representative so desires and is expected to be available to respond to appropriate questions.

Our stockholders are not required to ratify the appointment of PwC as our independent auditors. However, we are submitting the appointment of PwC to our stockholders for ratification as a matter of good corporate practice. In the event of a negative vote, the Audit Committee will reconsider whether or not to continue to retain PwC. Even if the appointment is ratified, the Audit Committee, in its discretion, may change the appointment at any time during the year if it determines that such a change would be in the best interests of Broadcom and our stockholders.

Principal Accounting Fees and Services

Set forth below are the fees for all services rendered by PwC to Broadcom for Fiscal Years 2022 and 2021.

Audit Fees consist of fees billed for professional services provided in connection with the integrated audit of our annual consolidated financial statements, which includes an audit of internal controls over financial reporting, the review of our quarterly consolidated financial statements, and audit services that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements for those fiscal years, such as statutory audits, comfort letters and consents.

Tax Fees consist of fees billed for professional services for tax compliance and tax consulting. Corporate tax services encompass a variety of permissible services, including assistance with transfer pricing documentation, expatriate income tax matters, local tax compliance matters, tax audits, and tax credit documentation.

All Other Fees consist of fees for professional services rendered by PwC for permissible non-audit services, which include services for various license and compliance reviews and a license for specialized accounting research software.

In considering the nature of the services provided by PwC, the Audit Committee determined that the provision of these services is compatible with maintaining the independence of PwC. The Audit Committee discussed these services with PwC and our management to determine that they are permitted under the rules and regulation concerning independent registered public accounting firms’ independence promulgated by the SEC, as well as by the American Institute of Certified Public Accountants.

Other than as stated above, no fees were billed to Broadcom by PwC for Fiscal Years 2022 and 2021.

PROPOSAL 2: RATIFICATION OF AUDITORS

Audit Committee Pre-Approval of Services Policy

All engagements with our independent registered public accounting firm, regardless of amount, must be authorized in advance by the Audit Committee. The Audit Committee has delegated its pre-approval authority to the Chairperson of the Audit Committee, provided that any matters approved in such manner are presented to the Audit Committee at its next regularly scheduled meeting. Pursuant to the charter of the Audit Committee, committee approval of non-audit services (other than review and attest services) is not required, if such services fall within available exceptions established by the SEC. However, to date, the Audit Committee’s policy has been to approve all services provided by our independent registered public accounting firm. The independent registered public accounting firm and our management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with the Audit Committee’s pre-approval and the fees for the services performed to date.

During Fiscal Years 2022 and 2021, all services provided to Broadcom by PwC were pre-approved by the Audit Committee.

Our Board recommends a vote FOR the ratification of appointment of
PricewaterhouseCoopers LLP as the independent registered public accounting firm
of Broadcom for Fiscal Year 2023.

AUDIT COMMITTEE REPORT

AUDIT COMMITTEE REPORT

The Audit Committee is responsible for assisting the Board with its oversight responsibilities regarding the following:

Fiscal Year 2022 Financial Statements

In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed Broadcom’s financial statements for Fiscal Year 2022 with Broadcom’s management and PwC. In addition, the Audit Committee has discussed with PwC, with and without management present, Broadcom’s internal controls over financial reporting and the overall quality of Broadcom’s financial reporting. The Audit Committee also discussed with PwC the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC.

Based on the Audit Committee’s review and discussions noted herein, as well as such other matters deemed relevant and appropriate by the Audit Committee, the Audit Committee recommended to the Board, and the Board approved, that the audited financial statements for Fiscal Year 2022 be included in the 2022 Annual Report for filing with the SEC.

Independence and Pre-Approval Policy

The Audit Committee also received the written disclosures and the letter from PwC required by the applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence, and has discussed the independence of PwC with that firm.

The Audit Committee’s policy is to pre-approve all audit and permissible non-audit services provided by Broadcom’s independent registered public accounting firm. For each proposed service, PwC provides the Audit Committee with a description of the service and sufficient information to confirm PwC’s determination that the provision of such service will not impair its independence. The Audit Committee reviewed and pre-approved all audit and non-audit services performed by PwC during Fiscal Year 2022 in accordance with established procedures.

Independent Auditor Tenure and Rotation

As part of its auditor engagement process, the Audit Committee considers whether to rotate the independent audit firm. PwC has been Broadcom’s independent auditor since 2006. The Audit Committee believes there are significant benefits to having PwC as its independent auditor. These include:

In addition, the Audit Committee oversees the process for, and ultimately approves, the selection of the lead audit engagement partner every five years. At the Audit Committee’s instruction, PwC selects candidates to be considered for this role, who are then interviewed by members of Broadcom’s senior management. After discussing the results of senior management’s interviews, the Audit Committee interviews the candidates. The Audit Committee then considers the appointment and votes on the selection.

The Audit Committee and the Board approved the selection of PricewaterhouseCoopers LLP as Broadcom’s independent registered public accounting firm for the fiscal year ending October 29, 2023.

AUDIT COMMITTEE

Justine F. Page, Chairperson
Gayla J. Delly
Raul J. Fernandez
Harry L. You

PROPOSAL 3: APPROVAL OF 2012 STOCK INCENTIVE PLAN

PROPOSAL 3:
APPROVAL OF AN AMENDMENT AND RESTATEMENT OF
THE 2012 STOCK INCENTIVE PLAN

Overview

Our Board is asking our stockholders to approve an amendment and restatement of the 2012 Stock Incentive Plan (the “2012 Plan”) to increase the number of shares of common stock authorized for issuance by 25,000,000 shares and extend the time period for which we may grant incentive stock options to February 6, 2033. On February 6, 2023, our Board approved amending and restating the 2012 Plan, subject to stockholder approval. A copy of the 2012 Plan is attached to this Proxy Statement as Appendix B.

The 2012 Plan was originally adopted by the board of directors and shareholders of Broadcom Corporation in 2012. Our Board subsequently amended and restated the 2012 Plan in February 2021 to have terms consistent with good governance and stockholder interests, such as reducing the number of shares of common stock authorized for issuance. The 2012 Plan was last approved by our stockholders on April 5, 2021.

Our Board approved amending and restating the 2012 Plan so that we could continue to grant equity awards to eligible participants. Competition for top talent is significant in many locations and the semiconductor and technology industries in which we operate. Granting equity awards is a key factor in attracting, motivating and retaining top talent, and is a common benefit offered by our competitors. We view equity awards as a highly-valued benefit that is necessary for Broadcom to effectively compete with other companies and is critical to our continued success. We believe granting equity awards to a vast majority of our employees is one of the main reasons why our global voluntary attrition rate in Fiscal Year 2022 was approximately 6.5%, which is below the technology industry benchmark (AON, 2022 Salary Increase and Turnover Study — Second Edition, September 2022).

Broadcom is different than other companies because we grant equity awards to a vast majority of our employees. It is important to Broadcom that our employees align their interests with our stockholders and share in Broadcom’s success through equity awards.

Broadcom also has a history of acquiring companies and businesses. We are proud that many knowledgeable and talented employees from our acquired companies and businesses have decided to join Broadcom. We believe granting equity awards assists in the successful and rapid integration of our employees who join Broadcom through acquisitions, as well as in retaining them.

After our 2021 annual meeting, we have granted equity awards to eligible participants only under the 2012 Plan. As of the Record Date, 19,777,761 shares remained available for issuance under the 2012 Plan. The proposed increase in the number of shares of common stock authorized for issuance represents approximately 6.0% of our 416,923,260 shares of common stock outstanding as of January 29, 2023.

We expect the number of shares of common stock authorized for issuance under the 2012 Plan will be reduced further in March 2023 due to grants of regular annual equity awards to a vast majority of our employees, including the recipients of the 2019 Multi-Year Equity Awards. In January 2019, we granted the 2019 Multi-Year Equity Awards to a vast majority of our employees, including our executive officers. Because the 2019 Multi-Year Equity Awards vest on the same basis as if four annual equity grants were made on March 15 of each year, beginning in 2019, the recipients of the 2019 Multi-Year Equity Awards have not received regular annual equity awards since 2019. However, the recipients of the 2019 Multi-Year Equity Awards will be eligible to receive equity awards again in March 2023. As such, we believe that it is prudent to replenish the share reserve in the 2012 Plan at this time. The ability to grant equity awards under the 2012 Plan to the recipients of the 2019 Multi-Year Equity Awards is necessary to motivate and retain them and to generate stockholder value.

PROPOSAL 3: APPROVAL OF 2012 STOCK INCENTIVE PLAN

Information Regarding Equity Awards under Broadcom’s Equity Plans

Outstanding Awards and Share Reserve under the Equity Plans

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

Dilution, Burn Rate and Overhang under the Equity Plans

Our dilution, burn rate and overhang measurements below are calculated with respect to our equity compensation plans. We granted the 2019 Multi-Year Equity Awards to our employees, including our executive officers, which vest on the same basis as if four annual equity grants were made on March 15 of each year, beginning in 2019. For the burn rate and dilution calculations below, 25% of the 2019 Multi-Year Equity Awards are considered granted in each of Fiscal Year 2019, 2020, 2021 and 2022.

Broadcom measures net burn rate as (a) the number of shares subject to equity-based awards (with PSUs included at the maximum performance level) granted under our 2012 Plan, LSI Plan and Avago Plan in a fiscal year (net of cancellations and forfeitures), divided by (b) the weighted average number of shares of common stock outstanding for that fiscal year. Our three-year average annual net burn rate is approximately 1.9%. If we exclude the effects of cancellations and forfeitures, our three-year average annual gross burn rate is approximately 2.5%.

Broadcom measures dilution as (a) the total number of shares subject to equity awards outstanding under all of our equity compensation plans (with PSUs included at the maximum performance level) at the end of the fiscal year, divided by (b) the total shares of common stock outstanding at the end of the fiscal year. Our average dilution over the last three fiscal years is approximately 4.3%.

PROPOSAL 3: APPROVAL OF 2012 STOCK INCENTIVE PLAN

An additional metric that we use to measure the cumulative impact of our equity compensation plans is overhang. Broadcom measures overhang as (a) the number of shares subject to equity awards outstanding (with PSUs included at the maximum performance level) plus the number of shares available for grant, divided by (b) the total shares of common stock outstanding at the end of the year. As of January 29, 2023, our overhang was approximately 9.0%, and the three-year average overhang was approximately 17.4%. However, assuming the 2012 Plan had been approved on January 29, 2023, our overhang would have been approximately 15.0% as of such date.

Good Governance Provisions in the 2012 Plan

The following is a summary of provisions in the 2012 Plan that reflect good governance and are consistent with stockholder interests:

PROPOSAL 3: APPROVAL OF 2012 STOCK INCENTIVE PLAN

Summary of the 2012 Plan

The following summary of the material provisions of the 2012 Plan is qualified in its entirety by the complete text of the 2012 Plan, a copy of which is attached as Appendix B to this Proxy Statement.

Share Reserve

Subject to stockholder approval of the 2012 Plan, the total number of shares available for new equity award grants (including incentive stock options) will be increased by 25,000,000 shares. With the proposed increase, the total number of shares available for new equity award grants (including incentive stock options) will be 45,000,000 shares, plus the number of shares subject to unvested equity awards granted under the 2012 Plan prior to April 5, 2021 (which was 20,164,288 shares). The proposed increase represents approximately 6.0% of our 416,923,260 shares of common stock outstanding as of January 29, 2023.

As of January 29, 2023, 14,131,866 shares were subject to outstanding equity awards under the 2012 Plan (consisting of 1,575 shares subject to options, 10,874,962 shares subject to RSU awards and 3,255,329 shares subject to PSU awards (assuming maximum performance levels)) and 19,766,027 shares remained available for grant under the 2012 Plan.

Any Returning Shares will be available for equity award grants under the 2012 Plan to the extent such shares become available. “Returning Shares” means (i) shares subject to outstanding equity awards under the 2012 Plan that expire or terminate for any reason prior to the issuance of the shares subject to those equity awards, (ii) shares used to pay the exercise price or base price of an equity award and/or shares withheld to satisfy withholding taxes related to the issuance, exercise, vesting or settlement of an equity award, granted under the 2012 Plan, and (iii) unvested shares issued under the 2012 Plan that are cancelled or repurchased by Broadcom pursuant to repurchase rights under the award agreement.

Equity awards assumed by Broadcom in connection with a merger, consolidation, stock purchase or similar transaction, or issued by Broadcom in substitution for equity awards granted by another entity in connection with such transaction will not reduce the shares available under the 2012 Plan, nor will shares subject to such assumed or substituted equity awards become available for issuance under the 2012 Plan.

No participant in the 2012 Plan may be granted equity awards for more than 4,000,000 shares per calendar year.

Eligibility

Employees, non-employee directors and consultants in the service of Broadcom or any of its parents or subsidiaries are eligible to participate in the 2012 Plan.

As of January 29, 2023, all non-employee directors and approximately 20,000 employees and 70 consultants are eligible to participate in and receive equity awards under the 2012 Plan.

Valuation

Under the 2012 Plan, the fair market value per share on any relevant date is the closing selling price per share in regular hours trading on the Nasdaq Global Select Market on that date, as reported by Nasdaq. If there is no closing selling price for the shares of Broadcom on the date in question, the fair market value is the closing selling price on the last preceding date for which such price exists.

PROPOSAL 3: APPROVAL OF 2012 STOCK INCENTIVE PLAN 

Equity Incentive Programs

The 2012 Plan consists of two equity incentive programs: (i) the discretionary grant program and (ii) the stock issuance program. The principal features of each program are described below.

The term Plan Administrator, as used in this summary, means the Compensation Committee or other committee appointed by our Board, which is authorized to administer the discretionary grant and stock issuance programs. Under the 2012 Plan, the independent directors of our Board may serve as the Plan Administrator for awards granted to our CEO and a disinterested majority of our Board must approve discretionary awards granted to directors who serve on the committee acting as the Plan Administrator.

Discretionary Grant Program

The Plan Administrator can, subject to the terms of the 2012 Plan, determine who receives an equity award under the discretionary grant program, when equity awards are made, the number of shares subject to each award, the applicable vesting and exercisability schedule, the maximum term for each equity award and whether any option is an incentive stock option or a non-statutory option under the federal tax laws.

Stock Options. The Plan Administrator will set the exercise price, which must not be less than 100% of the fair market value of the common stock on the grant date, except pursuant to a transaction described in, and in a manner consistent with, Section 424(a) of the Internal Revenue Code of 1986, as amended (the “Code”), such as assumptions or substitutions of options in connection with certain mergers and acquisitions. No option will have a term in excess of ten years, and each option will generally become exercisable in one or more installments over a specified period of service. However, options may be structured so that they will be immediately exercisable for any or all of the option shares. Any unvested shares acquired under those immediately exercisable options will be subject to repurchase, at the exercise price paid per share, if the participant ceases service with Broadcom prior to vesting in those shares. The exercise price generally may be paid in cash, in shares valued at fair market value on the exercise date or through a sell-to-cover procedure.

If a participant ceases service with Broadcom, such participant will have a limited period of time within which to exercise their outstanding options for any shares that are vested and exercisable at the time of such cessation of service. The Plan Administrator has discretion to extend the period during which the outstanding options may be exercised (but not beyond the option term) and/or to permit the option to be exercised with respect to additional shares that would have vested had the participant continued service with Broadcom. Such discretion may be exercised at any time while the options remain outstanding, whether before or after the participant’s actual cessation of service.

If the participant ceases service with Broadcom for any reason other than misconduct and the entire exercise period falls within a trading blackout period imposed by Broadcom, the Plan Administrator may permit Broadcom to automatically (i) exercise any unexercised portion of the option on the last business day of the exercise period and (ii) withhold the number of shares having a fair market value equal to the aggregate exercise price and the amount necessary to satisfy any applicable withholding taxes, subject to certain limitations.

Stock Appreciation Rights. The Plan Administrator has the authority to issue the following two types of stock appreciation rights under the discretionary grant program:

PROPOSAL 3: APPROVAL OF 2012 STOCK INCENTIVE PLAN

 Payments with respect to exercised tandem or standalone stock appreciation rights may, at the discretion of the Plan Administrator, be made in cash or in shares. Upon cessation of service with Broadcom, a participant holding one or more stock appreciation rights will have a limited period within which to exercise those rights as to any shares that are vested and exercisable at the time of such cessation of service. The Plan Administrator has the discretion to extend the period during which the outstanding stock appreciation rights may be exercised (but not beyond the stock appreciation right term) and/or to permit the stock appreciation right to be exercised with respect to additional stock appreciation rights that would have vested had a participant continued service with Broadcom. Such discretion may be exercised at any time while the stock appreciation rights remain outstanding, whether before or after a participant’s actual cessation of service.

Repricing. The 2012 Plan does not permit options or stock appreciation rights to be repriced to a lower exercise price without first obtaining stockholder approval, except in connection with certain changes to the capital structure, as explained below under “General Provisions — Changes in Capitalization” or in issuing or assuming a stock option in a transaction to which Section 424(a) of the Code applies or in accordance with the assumption, continuation or replacement of equity awards in connection with a change in control pursuant to the 2012 Plan.

Stock Issuance Program

Shares may be issued under the stock issuance program for such valid consideration under the General Corporation Law of the State of Delaware as the Plan Administrator deems appropriate, such as cash or past or future services. In addition, shares of restricted stock may be issued that vest in one or more installments over a participant’s period of service or upon attainment of specified performance objectives. Shares may also be issued under such program pursuant to RSUs or other stock-based awards that entitle a participant to receive the shares underlying those awards upon the attainment of designated performance goals, the satisfaction of specified service requirements and/or upon the expiration of a designated deferral period following the vesting of those awards or units, including a deferred distribution date following the cessation of a participant’s service with Broadcom. In the Plan Administrator’s discretion, awards under the stock issuance program may be structured to vest upon a participant’s attainment of retirement eligibility. Alternatively, shares may be fully and immediately vested upon issuance.

The Plan Administrator may, subject to the terms of the 2012 Plan, determine who receives an equity award under the stock issuance program, when those equity awards are to be made, the number of shares subject to each equity award, the applicable vesting and issuance schedule for each equity award and the cash consideration (if any) payable per share.

The Plan Administrator has the discretionary authority to structure one or more equity awards under the stock issuance program so that the shares will not vest unless performance goals are achieved, including, goals based on total stockholder return. In addition, the performance goals may be based upon the attainment of specified levels of Broadcom’s performance relative to the performance of other entities and may also be based on the performance of any of the business groups or divisions thereof or any parent or subsidiary. Performance goals may include a minimum threshold level of performance below which no award will be earned, levels of performance at which specified portions of an award will be earned, and a maximum level of performance at which an award will be fully earned. The Plan Administrator may provide that, if the actual level of attainment for any performance objective is between two specified levels, the amount of the award attributable to that performance objective will be interpolated on a straight-line basis.

The Plan Administrator has the discretionary authority at any time to accelerate the vesting and/or waive the vesting requirements of any and all shares of restricted stock or other equity awards outstanding under the stock issuance program.

Outstanding RSUs or other stock-based awards under the stock issuance program will automatically terminate, and no shares will actually be issued and the shares subject to such awards will be surrendered (as applicable) if the performance goals or service requirements established for such awards are not attained, except as otherwise provided above or in the applicable award agreement or unless the Plan Administrator waives such requirements.

PROPOSAL 3: APPROVAL OF 2012 STOCK INCENTIVE PLAN

General Provisions

Change in Control

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

Stockholder Rights and Option Transferability

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

A participant will have the right to vote shares issued to the participant under the stock issuance program, regardless of whether the participant’s interest in those shares is vested. However, a participant will not have the right to vote the shares subject to a RSU or share right award until such award vests and the underlying shares are

PROPOSAL 3: APPROVAL OF 2012 STOCK INCENTIVE PLAN

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

Changes in Capitalization

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

Amendment and Termination

Our Board may amend or modify the 2012 Plan at any time, subject to any required stockholder approval. Stockholder approval will be required for any amendment that (i) materially increases the number of shares available for issuance under the 2012 Plan, (ii) materially expands the class of individuals eligible to receive equity awards under the 2012 Plan, (iii) materially increases the benefits accruing to participants under the 2012 Plan or materially reduces the price at which shares may be issued or purchased under the 2012 Plan, (iv) materially extends the term of the 2012 Plan, (v) expands the types of awards available for issuance under the 2012 Plan, or (vi) is otherwise required by applicable law or the requirements of the stock exchange on which the shares are at the time primarily traded. In addition, our Board may not amend the 2012 Plan to remove the requirement for stockholder approval of any form of repricing of stock options or stock appreciation rights.

Unless sooner terminated by our Board, the 2012 Plan will terminate on the earliest to occur (i) all shares available for issuance under the 2012 Plan have been issued as fully-vested shares or (ii) the termination of all outstanding equity awards in connection with a change in control. All equity awards outstanding at the time the 2012 Plan terminates will continue in force and effect in accordance with the provisions of the documents evidencing those awards. However, if our stockholders approve the 2012 Plan, no stock options intended to qualify as incentive stock options under Section 422 of the Code, may be granted after February 6, 2033. If our stockholders do not approve the 2012 Plan, no such stock options may be granted after February 5, 2031.

New Plan Benefits

Future grants under the 2012 Plan will be made at the discretion of the Plan Administrator and, accordingly, are not yet determinable. After the end of Fiscal Year 2022, Broadcom granted Mr. Tan and Dr. Kawwas PSU awards, however, the amount of shares are not determinable as the vesting is contingent on both achievement of formidable stock performance milestones and continued service requirements over a five-year period. Additional information about these PSU Awards are in “Compensation Discussion and Analysis — Fiscal Year 2023 Compensation Actions.” Broadcom also expects to grant each of our non-employee directors re-elected at the Annual Meeting annual RSU awards that have a target value of $250,000 on the date of the Annual Meeting. For additional information about these RSU awards, see “Board of Directors — Director Compensation — Equity Compensation.”

Additional Information Regarding Equity Awards Granted under the 2012 Plan

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

PROPOSAL 3: APPROVAL OF 2012 STOCK INCENTIVE PLAN

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

Federal Income Tax Consequences

The following discussion summarizes material income tax consequences of the 2012 Plan under current federal income tax law and is intended for general information only. Other federal taxes and foreign, state and local income taxes are not discussed, and may vary depending upon individual circumstances and locality. Moreover, existing law is subject to change by new legislation, new regulations, administrative pronouncements, and court decisions or by new or clarified interpretations or applications of existing laws, regulations, administrative pronouncements and court decisions. Any such change may affect the federal income tax consequences described below. Interested parties should consult their own tax advisors as to specific tax consequences.

Option Grants

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

PROPOSAL 3: APPROVAL OF 2012 STOCK INCENTIVE PLAN

Stock Appreciation Rights

No taxable income is recognized upon receipt of a stock appreciation right. The participant will recognize ordinary income in the year in which the stock appreciation right is exercised, in an amount equal to the excess of the fair market value of the underlying shares on the exercise date over the base price in effect for the exercised right, and Broadcom will be required to collect certain withholding taxes applicable to such income from the participant. If the stock appreciation right is exercised for stock, any additional gain or loss recognized upon any later disposition of the shares would be capital gain or loss.

Restricted Stock

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

Direct Stock Issuances

The participant will recognize ordinary income in the year in which shares are actually issued to the participant. The amount of that income will be equal to the fair market value of the shares on the date of issuance less the amount, if any, paid for those shares, and Broadcom will be required to collect certain withholding taxes applicable to such income from the participant.

RSUs and Other Stock-Based Awards

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

General Tax Effect for Broadcom

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

Impact of Section 409A of the Code

The 2012 Plan, as well as payments and benefits under the 2012 Plan, are intended to be exempt from, or to the extent subject thereto, to comply with Section 409A of the Code, and, accordingly, to the maximum extent permitted, the 2012 Plan will be interpreted in accordance therewith. We make no representations that any or all payments or benefits described the 2012 Plan will be exempt from or comply with Section 409A of the Code and make no undertaking to preclude Section 409A of the Code from applying to any such payment. The optionee or the participate will be solely responsible for the payment of any taxes and penalties incurred under Section 409A of the Code.

PROPOSAL 3: APPROVAL OF 2012 STOCK INCENTIVE PLAN

Required Vote

We believe strongly that the approval of the 2012 Plan is important to Broadcom’s continued success. Such approval will enable Broadcom to attract, motivate and retain individuals who are critical to the success of Broadcom. The affirmative vote of a majority of votes represented and entitled to vote at the Annual Meeting is required to approve the 2012 Plan. For the effects of abstentions and broker non-votes on this Proposal 3, see “Additional Meeting Information—Board Recommendations, Required Vote and Effects of Abstentions and Broker Non-Votes.”

Our Board recommends a vote FOR approval
of an Amendment and Restatement of the 2012 Stock Incentive Plan.

PROPOSAL 4: SAY ON PAY

PROPOSAL 4:

ADVISORY VOTE TO APPROVE
NAMED EXECUTIVE OFFICER COMPENSATION

In accordance with the requirements of Section 14A of the Exchange Act, we are asking stockholders to approve, on an advisory basis, the compensation of our NEOs as described in the “Compensation Discussion and Analysis” and the compensation tables and accompanying narrative disclosure under “Executive Compensation” in this Proxy Statement. We currently hold the say-on-pay vote annually and expect the next say-on-pay vote will occur at the 2024 annual meeting of stockholders.

Our executive compensation program is based on challenging and rigorous short-term financial and operational targets and long-term business objectives and strategies, and is designed to reward our executive officers for producing sustainable growth and to align their interests with the long-term interests of our stockholders, as well as attract and retain top talent. When setting financial and operational targets for the short-term incentives and performance goals for the long-term incentives, the Compensation Committee judiciously determines, in consultation with its independent compensation consultant, the target levels and peer index that would significantly enhance stockholder value, be difficult to attain and require substantial effort to achieve by our executive officers.

For Fiscal Year 2022, we increased revenue by 21% and operating income by 67%. We believe the compensation paid to our NEOs for Fiscal Year 2022 appropriately reflects and rewards our executive officers’ contributions to Broadcom’s strong performance despite the continued disruption in normal business activities, including the ongoing supply chain constraints, and is aligned with the long-term interests of our stockholders. Consistent with our previous commitment, we did not grant regular annual equity incentive awards to Ms. Spears, Messrs. Brazeal and Krause, and Dr. Kawwas in Fiscal Year 2022 because they were granted 2019 Multi-Year Equity Awards.

Stockholders are being asked to approve the following resolution:

“RESOLVED THAT stockholders approve, on an advisory basis, the compensation of Broadcom’s named executive officers, as disclosed in “Compensation Discussion and Analysis” and in the compensation tables and accompanying narrative disclosure under “Executive Compensation” in this Proxy Statement.”

In deciding how to vote on this proposal, stockholders are encouraged to read the “Compensation Discussion and Analysis” and “Executive Compensation” sections of this Proxy Statement.

While the vote on this resolution is advisory and not binding, the Compensation Committee and our Board values input from stockholders and will consider the outcome of the vote on this resolution when considering future executive compensation decisions.

Our Board recommends a vote FOR approval of
the named executive officer compensation on an advisory basis.

PROPOSAL 5: SAY ON PAY

PROPOSAL 5:

ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION

In accordance with the U.S. Dodd-Frank Act of 2010, we are asking stockholders to approve, on an advisory basis, the frequency with which stockholders would have an opportunity to provide an advisory vote to approve the compensation of named executive officers. Stockholders have the option of selecting a frequency of one, two or three years, or abstaining.

Our Board believes that holding an advisory vote on named executive officer compensation every year continues to be appropriate for Broadcom. This will enable our stockholders to vote, on an advisory basis, to approve the most recent compensation information that is presented in our proxy statement, leading to a more meaningful and coherent communication between us and our stockholders on the compensation of our named executive officers.

While the vote on this resolution is advisory and not binding, the Compensation Committee and our Board values input from stockholders and will consider the outcome of the vote on this resolution when determining how often stockholders will be asked to vote, on an advisory basis, on named executive officer compensation.

Our Board recommends a vote for 1 YEAR with respect to the frequency of
the advisory vote on named executive officer compensation.

COMPENSATION DISCUSSION AND ANALYSIS

COMPENSATION DISCUSSION AND ANALYSIS

The following Compensation Discussion and Analysis (the “CD&A”) describes the philosophy, objectives and structure of our Fiscal Year 2022 executive compensation program. This CD&A is intended to be read in conjunction with the tables and other information beginning on page 58.

Our NEOs for Fiscal Year 2022 were:

Executive Summary

Our executive compensation program is based upon challenging and rigorous short-term financial and operational performance targets combined with long-term business objectives and strategies to create sustained stockholder value. We provide above-market pay opportunities for excellent performance and appropriately adjust for underperformance, if that occurs. We seek to closely align our executive officers’ interests with those of our stockholders by allocating a significant portion of our executives’ compensation opportunity to variable compensation tied to our financial and strategic performance, our stock price value or both.

Fiscal Year 2022 Performance

Financial Results Highlights

Our performance in Fiscal Year 2022 continued to be strong despite the on-going impact of the COVID-19 pandemic, supply chain challenges and macroeconomic uncertainties. Highlights of our financial results include:

Revenue (in billions)	Operating Income (in billions)	Free Cash Flow (in billions)

*See Appendix A for a reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures.

COMPENSATION DISCUSSION AND ANALYSIS

Return of Capital to Stockholders

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

Dividends

Total Stockholder Return

Our five-year TSR performance, based on an investment of $100 in Broadcom common stock on the last trading day of our fiscal year 2017 and assuming reinvestment of dividends, has been substantial on both an absolute and relative basis, returning $222 on a $100 investment. Although our one-year TSR decreased as a result of broader market volatility during Fiscal Year 2022, we still outperformed our peer group median and the S&P 500 as shown below.

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

Say-on-Pay

At the 2022 annual meeting, our stockholders showed support of our executive compensation program, with approximately 80% of the votes cast in favor of the non-binding, advisory say-on-pay proposal.

COMPENSATION DISCUSSION AND ANALYSIS

Fiscal Year 2022 Compensation Highlights

Annual Cash Incentive Bonus Payouts for Fiscal Year 2022 Company Performance

Payouts under the APB Plan were tied to challenging and rigorous pre-established annual corporate and divisional performance goals, as well as the individual contributions and performance of each executive. The APB Plan payouts reflected the following considerations:

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

CEO Equity Incentive Awards

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

Promotion Equity Incentive Awards

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

Overview of Our Executive Compensation Program

The Compensation Committee believes that, in general, a significant portion of our executive officers’ target total direct compensation should be comprised of performance-based incentives. Accordingly, our executive compensation program is designed to reward our executive officers for producing sustainable growth in stockholder value consistent with our strategic plan, align the interests of our executive officers with the interests of our stockholders, and attract and retain top talent in a highly competitive talent market.

COMPENSATION DISCUSSION AND ANALYSIS

Target Total Direct Compensation

Our annual total direct compensation consists of three principal elements:  

The following charts compare the Fiscal Year 2022 target total direct compensation for our CEO and our other NEOs, except for Mr. Krause who resigned in July 2022. Mr. Krause did not receive any severance or bonus payments and forfeited all outstanding, unvested equity awards in connection with his resignation.

Target total direct compensation consists of (i) base salary, (ii) target STI through the APB Plan, and (iii) target LTI in the form of equity awards comprised of RSU and PSU awards based on the fair market value of the awards on the grant date, assuming target performance, as applicable.

The Average Other NEO chart also includes the portion of the 2019 Multi-Year Equity Awards that began vesting in March 2022 based on the fair market value on the January 2019 grant date and assuming target performance. The 2019 Multi-Year Equity Awards vest on the same basis as if four annual equity grants were made on March 15 each year, beginning in 2019 for four successive years.

As shown in the charts below, over 95% of our CEO’s and 90% of our other NEOs’ average target total direct compensation in Fiscal Year 2022 is comprised of variable, performance-based compensation.

CEO FY 2022 Target Pay Mix	Average Other NEO FY 2022 Target Pay Mix

COMPENSATION DISCUSSION AND ANALYSIS

Executive Compensation Program Governance

The table below highlights our key executive compensation program governance practices.

Compensation Philosophy and Objectives

Our executive compensation program is designed to achieve the following:

Equity awards are a long-term retention tool for our key executives. When granting equity awards or when recommending to the independent directors an equity award grant to our CEO, the Compensation Committee considers each executive’s role, responsibilities, experience and expertise and overall value to Broadcom, as well as how much unvested equity the executive then holds as an indicator of retention risk.

The Compensation Committee has adopted a compensation philosophy that is designed to keep our executives’ target total direct compensation competitive with the compensation of executives in comparable positions at other companies in our compensation peer group and third-party market pay surveys. Generally, target total cash compensation falls below the median of the competitive market, but in combination with equity, target total direct compensation may be higher. The Compensation Committee bases its decisions on the needs of Broadcom and an executive’s level of sustained performance, expertise, experience, marketability and internal equitability.

While the Compensation Committee and our Board generally consider the accounting and tax implications of their executive compensation decisions, neither element has been a material consideration in the compensation awarded to our NEOs historically.

COMPENSATION DISCUSSION AND ANALYSIS

Say-on-Pay

The Compensation Committee values the input received from our stockholders. Each year we engage with our stockholders and obtain feedback on our executive compensation program.

At the 2022 annual meeting, our stockholders showed support of our executive compensation program, with approximately 80% of the votes cast in favor of the non-binding, advisory say-on-pay proposal.

In Fiscal Year 2022, we contacted stockholders beneficially owning over 50% of our then outstanding shares of common stock and engaged with stockholders owning approximately 49% of our then outstanding stock. Our Lead Independent Director and our chairperson of the Compensation Committee, along with members of management, participated in these engagements and discussed corporate governance, ESG initiatives, executive compensation, including long-term incentive compensation, and succession planning.

These stockholders indicated that they continue to be generally supportive of our executive compensation actions and decisions and overall program design. The feedback received from our stockholders was reported by our Lead Independent Director and our chairperson of the Compensation Committee to both the full Compensation Committee and Board

Compensation Determination Process

Role of the Compensation Committee

The Compensation Committee devotes extensive time throughout the year to our executive compensation program to ensure that it aligns executive pay with corporate performance and rewards our executives for pursuing corporate financial, operational and strategic goals that will create sustainable, long-term stockholder value.

The Compensation Committee reviews and approves the compensation of our key executives, except our CEO, for whom the Compensation Committee makes recommendations for review and approval by the independent directors.

Individual Executive Compensation Assessment. In addition to market compensation data provided by its compensation consultant, the Compensation Committee (and, in the case of our CEO, the independent directors) considers the following information, among other factors, for each executive when determining his or her compensation:

This information helps the Compensation Committee and the independent directors to understand the long-term retentive elements and total compensation delivered to our executives.

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, our CEO is compensated at a higher level than our other executives due to his higher level of responsibility, accountability and experience. Given Mr. Tan’s responsibility for our overall performance, the independent directors believe that compensating him at a higher level than our other executives and 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 target total direct compensation in the form of LTI compensation through PSU awards as compared to our other executives.

COMPENSATION DISCUSSION AND ANALYSIS

Compensation Risk Oversight. While our Board has overall responsibility for risk oversight, the Compensation Committee annually reviews and discusses the risks that relate to all of our compensation policies and practices, including incentive and commission arrangements below the executive level.

Role of Compensation Consultant

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

The Compensation Committee assessed the independence of Meridian pursuant to the SEC and Nasdaq rules and concluded that Meridian was independent and its work for the Compensation Committee did not raise any conflict of interest.

Compensation Competitive Analysis

The Compensation Committee works with its independent compensation consultant to develop a meaningful compensation peer group for purposes of understanding competitive market compensation practices. This peer group is annually reviewed and updated as necessary. The peer group is used for comparative purposes only. The Compensation Committee does not benchmark any pay elements or target total direct compensation to a specific percentile. In the absence of relevant peer group data, the Compensation Committee reviews industry-based market pay survey data (“market survey data”).

In August 2021, the Compensation Committee approved the compensation peer group for Fiscal Year 2022, which appears below and was developed in consultation with Compensia. Booking Holdings was removed from the compensation peer group for Fiscal Year 2022 due to its revenues and market capitalization falling outside of the selection criteria set forth below. Advanced Micro Devices was added to the compensation peer group for Fiscal Year 2022 based on the applicable relevant selection criteria set forth below.

The following selection criteria were considered as guidelines when developing the compensation peer group:

COMPENSATION DISCUSSION AND ANALYSIS

Elements of Executive Compensation

The principal elements of our executive compensation program are:

Base Salary

We believe that a competitive base salary is an important element of our executive compensation program designed to attract, engage and retain our executive officers. Base salaries provide fixed, baseline compensation and are set at levels intended to reflect an executive’s sustained individual performance and level and scope of responsibility, to be within a competitive range for similar positions at the companies in our compensation peer group and/or market survey data, and to take into account internal pay parity among our executive officers. The Compensation Committee also reviews our economic and business conditions and outlook. The base salaries of our key executives are reviewed annually by the Compensation Committee.

Our CEO makes recommendations to the Compensation Committee with respect to base salary adjustments for our executive officers (other than himself).

The Compensation Committee also reviews and considers many factors in determining individual performance for the purposes of adjusting base salaries. These factors include division performance against budget, achievement of divisional goals, new product introductions and corporate strategy implementation. Consistent with this process and based on a market review of the NEOs’ roles and responsibilities in a highly competitive talent market, the Compensation Committee approved in May 2022 modest increases to the base salaries of the NEOs (other than the CEO), effective July 2022 and as set forth below.

COMPENSATION DISCUSSION AND ANALYSIS

Annual Cash Incentive Bonus Plan

We believe that a significant portion of our executive officers’ target total direct compensation should be dependent upon performance. Under the APB Plan, we provide a performance-based annual cash incentive bonus opportunity for our executive officers. The APB Plan is designed to encourage and motivate our executive officers to achieve our overall corporate goals for the fiscal year, as well as divisional goals where appropriate, and to drive positive contributions to Broadcom’s growth and performance.

Each executive officer is annually assigned a specified target annual cash incentive bonus opportunity under the APB Plan, expressed as a percentage of the executive officer’s eligible earnings. The Compensation Committee considers compensation peer group and market data in determining the executive officer’s target annual cash incentive opportunity. In the case of our CEO, the Compensation Committee provides the data in its recommendation to the independent directors. The Compensation Committee and the independent directors also consider other factors that influence corporate and operational results, such as the executive’s experience, performance, leadership, responsibility and internal equitability.

Fiscal Year 2022 APB Plan

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

Annual cash incentive bonuses under the APB Plan are calculated as follows:

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

COMPENSATION DISCUSSION AND ANALYSIS

Corporate Performance Components

The corporate performance goals for the Fiscal Year 2022 APB Plan are set forth below.

These performance levels were established in December 2021 by the Compensation Committee, taking into account the recommendation of our CEO, and approved by the independent directors. The target levels were designed to require substantial effort to achieve, while driving a significant increase in stockholder value. Each goal carried an equal weighting of 50% of the corporate performance component.

Divisional Performance Components

The Compensation Committee, taking into account our CEO’s recommendations, determined in December 2021 the executive officer’s divisional goals and set their weightings based on its assessment of the business requirements of the particular division to which the goals related and the relative importance of the goals to the division. Each divisional goal was set by the Compensation Committee to be difficult to attain and to require substantial effort by the division and the NEO in charge of the division to achieve. The table below under “Fiscal Year 2022 APB Plan Attainment and Payout Amounts” sets forth the divisional goals for Fiscal Year 2022.

Individual Performance Multiplier

The final payouts under the APB Plan include the effect of a non-subjective individual performance multiplier applied judiciously to recognize the extraordinary efforts of our executives despite adverse market conditions or exceptional performance with respect to our corporate goals or an executive’s division results. Each individual NEO’s performance multiplier (other than our CEO’s) is approved by the Compensation Committee based, in part, on the recommendations of our CEO and by the independent directors, in the case of our CEO, with input from the Compensation Committee.

In evaluating individual performance to determine the applicable multiplier, the Compensation Committee considers (i) the requirements of the NEO’s position and role, including the achievement of the corporate or divisional goals, (ii) fiscal responsibility as determined by the Compensation Committee with input from our CEO, (iii) demonstration of senior leadership, (iv) contribution to Broadcom’s values and culture, and (v) how each of these factors impact the overall performance of Broadcom or the NEO’s division, as applicable. Based on this evaluation, the Compensation Committee or, in the case of our CEO, the independent directors, assigns each NEO an individual performance multiplier of between 50% and 150%. NEOs who consistently meet or exceed the requirements of their position, as determined by the Compensation Committee, receive an individual performance multiplier between 100% and 150%. NEOs who meet some, but not all, of the requirements of their position or for whom the Compensation Committee believes that improvement is needed receive an individual performance multiplier between 50% and 100%.

Fiscal Year 2022 APB Plan Attainment

In December 2022, the Compensation Committee and the independent directors reviewed Broadcom’s actual performance for Fiscal Year 2022 to determine the level of achievement for the corporate performance goals and the divisional goals, and to assign an individual performance multiplier for each of our executives.

Corporate Performance Component

For Fiscal Year 2022, we achieved revenue of $33,203 million and adjusted non-GAAP operating margin was 63.8%, both of which were above the pre-established maximum attainment levels of performance. See Appendix A for a reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures.

COMPENSATION DISCUSSION AND ANALYSIS

Divisional Performance Components

For Ms. Spears and Mr. Brazeal, the Compensation Committee determined each of their divisional performance percentage based on the actual level of achievement of pre-established divisional goals. For Fiscal Year 2022, the divisional goals for Ms. Spears and Mr. Brazeal were based on fiscal responsibility of their divisions and ability to control the direct expenses of their division. In December 2022, the Compensation Committee determined that the divisional goals of Ms. Spears and Mr. Brazeal were achieved as set forth below in “Fiscal Year 2022 APB Plan Attainment and Payout Amounts.” Due to their promotions in December 2020, Dr. Kawwas and Mr. Krause were not subject to divisional goals in Fiscal Year 2022.

Individual Performance Multiplier

The Compensation Committee, with input from our CEO, determined the individual performance multipliers for each of our NEOs (other than our CEO and, due to his resignation, Mr. Krause) for Fiscal Year 2022. Ms. Spears, Mr. Brazeal and Dr. Kawwas received an individual performance multiplier between 120% to 150% due to their strong leadership and extraordinary efforts in increasing our revenue by 21% and achieving our 63.8% non-GAAP operating margin in Fiscal Year 2022 despite the ongoing COVID-19 pandemic, challenging macroeconomic environment and continued supply chain disruptions. Ms. Spears, Mr. Brazeal and Dr. Kawwas also exerted significant efforts, along with Mr. Tan, on the pending acquisition of VMware. In addition, Dr. Kawwas’ individual performance multiplier reflects his performance as President, Semiconductor Solutions Group in overseeing our broad semiconductor portfolio since July 2022 while continuing to lead worldwide semiconductor sales and global operations.

The independent directors, based upon the recommendation of the Compensation Committee, determined that Mr. Tan should receive an individual performance multiplier of 150%, resulting in a payout of 225% of his target bonus. Under Mr. Tan’s strong leadership, we successfully navigated through the ongoing impact of the COVID-19 pandemic, supply chain disruptions and the challenging macroeconomic environment and achieved strong financial results for Fiscal Year 2022. In addition, Mr. Tan and his strategic vision were critical in our entry into an agreement and plan of merger with VMware, and Mr. Tan has shown invaluable leadership in the integration planning of the pending acquisition of VMware.

COMPENSATION DISCUSSION AND ANALYSIS

Fiscal Year 2022 APB Plan Attainment and Payout Amounts

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

Discretionary Cash Bonuses

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

Long-Term Incentive Compensation

Our equity awards serve as a long-term reward and retention tool for our executives and are intended to reflect market practice and the value we place on their contribution to Broadcom. The philosophy behind our equity awards is to provide each executive with a strong incentive to remain with and build value in Broadcom over an extended period.

The Compensation Committee believes that granting RSU and the PSU awards further the objectives of our philosophy by motivating strategic financial performance improvement and maximizing our stock price and TSR. By doing so, our executives’ interests are closely aligned with our stockholders’ interests.

The Compensation Committee has historically granted equity awards under our annual equity program to our NEOs (other than our CEO) in March of each year, with 50% in the form of RSU awards and 50% in the form of PSU awards at target.

Because our NEOs (other than our CEO) received the 2019 Multi-Year Equity Awards, they have not received regular annual equity awards since 2019. However, these NEOs are eligible to receive equity awards for events outside the ordinary course related to promotions or retention. Accordingly, in Fiscal Year 2022, these NEOs were not granted regular annual equity awards under our annual equity program. See the “Compensation Discussion and Analysis – Elements of Executive Compensation – Long-Term Incentive Compensation” in our Proxy Statement filed with the SEC on February 18, 2020 for a detailed discussion of the 2019 Multi-Year Equity Awards.

COMPENSATION DISCUSSION AND ANALYSIS

Equity Awards Granted in Fiscal Year 2022

Equity Incentive Awards Granted to Mr. Tan

The Compensation Committee and the independent directors, in consultation with Compensia who was their compensation consultant at that time, focused on retaining Mr. Tan in highly competitive talent market and incentivizing Mr. Tan to continue to increase value for our stockholders. They also considered the appropriate market value for the grant of equity awards to Mr. Tan in comparison to awards granted by our peer group companies and in connection with our corporate strategy.

Mr. Tan was granted two equity incentive awards in Fiscal Year 2022 to address two different priorities. The first equity incentive award was approved in September 2021 and was Mr. Tan’s regular annual equity incentive award. The second equity incentive award was approved in October 2021, smaller in size and designed to reward significant achievement tied to our specific strategic priorities in Fiscal Year 2022 that went beyond the standard day-to-day operations responsibilities and were critical in a year when there were expectations of a possible realignment in the global markets and increased macroeconomic uncertainties.

For the first equity incentive award granted to Mr. Tan, the Compensation Committee recommended and the independent directors approved an annual PSU award that vests based on our TSR performance compared to the S&P 500 (“Relative TSR”) and absolute TSR (the “FY 2022 TSR PSU Award”) with a target value of $26,000,000 and effective as of and based on the closing price of our common stock on November 1, 2021. The target number of shares was determined by dividing the target value by the closing price of Broadcom’s common stock on November 1, 2021 (rounded down to the nearest share). The award value in the “Fiscal Year 2022 Summary Compensation Table” below is $44,186,269, which reflects the accounting grant date fair value under ASC 718 on November 1, 2021. Mr. Tan may earn up to 300% of the target number of shares based on our Relative TSR and absolute TSR performance measured over the period beginning on November 1, 2021 and ending on November 3, 2024 as confirmed by the independent directors and subject to Mr. Tan’s continued employment on the vesting date, November 3, 2024. However, if Mr. Tan retires from Broadcom on or after the last day of Fiscal Year 2022, the performance period will end on the date of his retirement notice and vest on his retirement date. The number of shares earned will be determined by multiplying the target number of shares by the achievement factor (the “Achievement Factor”). If Mr. Tan’s employment terminates due to his death or permanent disability prior to November 3, 2024, 100% of the FY 2022 TSR PSU Award will automatically vest with respect to the target number of shares.

The table below sets forth the Relative TSR and Achievement Factor for the FY 2022 TSR PSU Award.

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

COMPENSATION DISCUSSION AND ANALYSIS

corporate strategy, acquisition strategy and leadership development must be satisfied during the performance period from November 1, 2021 to October 30, 2022, as determined by the independent directors in their sole discretion, and Mr. Tan must remain employed through the vesting date, October 30, 2022. If any of the pre-established metrics and milestones were not satisfied, Mr. Tan would not have earned any shares. If Mr. Tan’s employment had terminated due to his death or permanent disability prior to October 30, 2022, 100% of the FY 2022 Strategic PSU Award would have automatically vested. In November 2021, the independent directors determined that Mr. Tan satisfied all of the pre-established metrics and milestones and earned the shares under the FY 2022 Strategic PSU Award.

Promotion Equity Incentive Awards Granted to Mr. Brazeal

In December 2021, the Compensation Committee, in consultation with Meridian, granted to Mr. Brazeal promotion equity incentive awards comprised of a RSU award for 8,000 shares (the “Brazeal Promotion RSUs”) and a PSU award for 8,000 shares (the “Brazeal Promotion PSUs”) at target. The terms and amounts of Mr. Brazeal’s promotion equity incentive awards were solely designed to reflect his promotion and increased responsibilities as the Chief Corporate Affairs Officer in addition to his continuing responsibilities as Chief Legal Officer.

The Brazeal Promotion RSUs will vest over four years at a rate of 25% per year on each anniversary of the grant date, subject to Mr. Brazeal’s continued employment on the relevant vesting date. The Brazeal Promotion PSUs are earned based on our Relative TSR and our absolute TSR over four overlapping performance periods that begin on March 2, 2021 and end on March 1st of 2022, 2023, 2024 and 2025. The number of shares of common stock that may be earned is capped at 25% of the target number of shares for each of the first three performance periods. In the aggregate, Mr. Brazeal may earn up to 200% of the target number of shares, if at the end of the fourth performance period our Relative TSR is at or above the 75th percentile of the S&P 500 Index and our absolute TSR is not negative. No shares will be earned for a performance period if our Relative TSR is below the 25th percentile of the S&P 500 Index. The Brazeal Promotion PSUs vest, to the extent earned, on each anniversary of the grant date, subject to his continued employment on the relevant vesting date.

Within 60 days after the end of each performance period, the Compensation Committee will determine the number of shares earned by multiplying the target number of shares subject to the performance period (25% of the total target number of shares) by an Achievement Factor. The Achievement Factor is based on our Relative TSR for the performance period. For the fourth performance period the Achievement Factor is based on our Relative TSR, as well as the sum of the Achievement Factors for the first three performance periods (the “Prior Achievement Sum”). However, if our absolute TSR is negative for the fourth performance period, then the maximum number of shares that may be earned is 100% of the total target number of shares. If the Relative TSR is between two of the percentile levels, the number of shares earned will be determined using linear interpolation.

COMPENSATION DISCUSSION AND ANALYSIS

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

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

The PSU awards granted to our NEOs (other than our CEO) in Fiscal Years 2018, 2019, 2021 and 2022 are subject to four overlapping performance periods. Following completion of each performance period, the Compensation Committee confirms the Relative TSR attained, and the shares earned under the applicable PSU award pursuant to the following calculation:

The fiscal year 2018 PSU awards are subject to four overlapping performance periods ending on each March 1st of 2019, 2020, 2021 and 2022. The table below sets forth the Relative TSR attainment and the number of shares earned for each complete performance period, as confirmed by the Compensation Committee. Our absolute TSR was positive for the fourth performance period.

COMPENSATION DISCUSSION AND ANALYSIS

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

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

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

COMPENSATION DISCUSSION AND ANALYSIS

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

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

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

Additional Compensation Practices and Policies

Employee Stock Purchase Plan

Executives employed by our participating subsidiaries, including all of our NEOs, may also participate in our Employee Stock Purchase Plan (the “ESPP”). Our ESPP provides eligible employees with the opportunity to acquire Broadcom common stock through periodic payroll deductions, at a 15% discount, based on a six-month “look-back” period.

COMPENSATION DISCUSSION AND ANALYSIS

Other Compensation

The Compensation Committee provides modest perquisites and other personal benefits to our executives on a case-by-case basis. Typically, the Compensation Committee will provide a perquisite to an executive in limited circumstances, such as where it believes that such benefit is appropriate to assist in the performance of the executive’s duties, to make the executive more efficient and effective, and for recruitment, motivation, retention or security purposes. For example, in Fiscal Year 2022, Mr. Tan received reimbursement for travel to his residence in Pennsylvania and a car service for business-related travel in the San Francisco Bay Area, as approved by the independent directors. For additional information on the perquisites and other personal benefits provided to our NEOs in Fiscal Year 2022, see the “Fiscal Year 2022 Summary Compensation Table” below.

Severance and Change in Control Benefits

The Compensation Committee believes that severance and change in control arrangements are important parts of the overall compensation program for our NEOs. Severance arrangements provide a stable work environment and are used primarily to attract and retain individuals with the requisite experience and ability to drive our success. Change in control provisions help to secure the continued employment and dedication of our NEOs, to reduce any concern that they might have regarding their own continued employment prior to or following a change in control of Broadcom and to promote continuity of management during a corporate transaction.

Each of our NEOs (except Mr. Krause due to his resignation) is eligible for severance and change in control payments and benefits under their respective severance benefit agreement, including vesting acceleration of the equity awards following a Covered Termination (as defined below under “Executive Compensation — Severance and Change in Control Agreements with Named Executive Officers; Death and Permanent Disability Policies; Retirement”) in connection with a change in control, which is commonly referred to as a “double trigger” provision. The Compensation Committee provides such payments and benefits to our NEOs based on its review of severance practices at the companies in our compensation peer group and as the result of arms’ length negotiations at the time our NEOs commence employment with Broadcom, when they are requested to take on additional responsibilities, or from time to time if deemed necessary or desirable to achieve parity with other NEOs or otherwise. Further, we believe our double trigger change in control arrangements protects stockholder value by allowing us the opportunity to deliver a motivated management team to any potential acquirer. If we did not offer such change in control arrangements, our NEOs could be less motivated to pursue a potential acquisition even if such a transaction would benefit our stockholders, due to the possibility that they would lose the potential value of their unvested equity compensation upon an acquisition.

For a summary of the material terms and conditions of these arrangements, as well as an estimate of the post-employment payments and benefits that our NEOs are eligible to receive, see “Executive Compensation – Severance and Change in Control Agreements with Named Executive Officers; Death and Permanent Disability Policies; Retirement” below.

Fiscal Year 2023 Compensation Actions

Equity Awards Granted in Fiscal Year 2023

On October 31, 2022 (the “Grant Date”), in connection with the annual equity incentive award grant review and in consultation with Meridian, the independent directors granted Mr. Tan a PSU award with the opportunity to earn up to 1,000,000 shares contingent on both achievement of formidable stock price performance milestones and continued service requirements over a five-year period (the “FY 2023 Tan PSU Award”).

In addition, the Compensation Committee, in consultation with Meridian, granted Dr. Kawwas on the Grant Date a PSU award with the opportunity to earn up to 300,000 shares with vesting terms similar to the FY 2023 Tan PSU Award and contingent on both achievement of formidable stock performance milestones and continued service requirements over a five-year period (the “FY 2023 Kawwas PSU Award,” and together with the FY 2023 Tan PSU Award, the “FY 2023 PSU Awards”).

COMPENSATION DISCUSSION AND ANALYSIS

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

Leading Broadcom through the Next Stage of Growth

The independent directors approved the FY 2023 Tan PSU Award to incentivize achievement of our long-term growth strategy and drive substantial return to stockholders by (i) aligning Mr. Tan’s interests with those of our stockholders by shifting material elements of Mr. Tan’s compensation opportunity to performance-based compensation and (ii) providing a significant incentive for Mr. Tan to continue to lead Broadcom, while executing critical growth initiatives, including the pending acquisition of VMware.

Under Mr. Tan’s leadership, we increased our TSR by over 3,700% since our initial public offering in 2009. Mr. Tan has been and continues to be the driving force behind our transformation from a semiconductor company into the world’s leading infrastructure technology company that is poised to continue our platform expansion to accelerate innovation and address the most complex information technology infrastructure needs. The independent directors believe that Mr. Tan’s leadership is a key factor for our ongoing success and growth potential, and thus, a long-term equity incentive award that motivates Mr. Tan to realize our success and growth potential is in the best interests of all of our stockholders.

The Compensation Committee approved the FY 2023 Kawwas PSU Award to reflect Dr. Kawwas’ promotion as President, Semiconductor Solutions Group in July 2022 and increased responsibilities in overseeing our broad semiconductor portfolio in addition to continuing to oversee worldwide semiconductor sales and global operations, and to provide a significant incentive for Dr. Kawwas to continue to contribute towards the achievement of our long-term performance goals.

Incentive Opportunities Aligned with Stockholders

The FY 2023 PSU Awards are 100% at risk and deliver value to Mr. Tan and Dr. Kawwas only if our stockholders have also received significant and sustained value appreciation during the five-year performance period.

The shares under the FY 2023 PSU Awards can be earned only during the period beginning after the third anniversary of the Grant Date and concluding on the fifth anniversary of the Grant Date (the “Earning Period”) (i) if our consecutive 20-trading days closing stock price average (the “Average Stock Price”) meets or exceeds the pre-established and formidable per share stock price hurdles set forth below during the Earning Period and (ii) there is no termination of employment, consultancy or Board membership, except as otherwise set forth in the PSU agreements. One-third of the shares subject to the FY 2023 PSU Awards will be earned for each per share stock price hurdle attained, with no interpolation between the price hurdles.

The stock price hurdles reflect a 75.5%, 102.1% and 139.3% increase to the Grant Date closing stock price over a five-year period. If the Average Stock Price does not equal or exceed $825 during the Earning Period, the FY 2023 PSU Awards will be forfeited in full on the fifth anniversary of the Grant Date.

COMPENSATION COMMITTEE REPORT

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis section included in this Proxy Statement, as required by Item 402(b) of Regulation S-K. 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 for the Annual Meeting and Broadcom’s Annual Report on Form 10-K for the Fiscal Year 2022.

COMPENSATION COMMITTEE
Harry L. You, Chairperson
Diane M. Bryant
Check Kian Low
Eddy W. Hartenstein

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION

Fiscal Year 2022 Summary Compensation Table

The following table sets forth information about compensation awarded to, paid to, or earned by our NEOs during Fiscal Years 2022, 2021 and 2020. Our NEOs consist of our CEO, our CFO, and each of our other most highly compensated executive officers serving at the end of Fiscal Year 2022, as well as Mr. Krause, who resigned from Broadcom in July 2022.

EXECUTIVE COMPENSATION

Fiscal Year 2022 Grants of Plan-Based Awards Table

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

EXECUTIVE COMPENSATION

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

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

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION

Fiscal Year 2022 Option Exercises and Stock Vested Table

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

Severance and Change in Control Agreements with Named Executive Officers; Death and Permanent Disability Policies; Retirement

Severance Benefit Agreements — General Terms

In Fiscal Year 2022 each of our NEOs was party to a severance benefits agreement with Broadcom (as may be amended or restated from time to time, a “severance benefit agreement”). Mr. Krause’s severance benefits agreement terminated in July 2022 upon his resignation from Broadcom and no payments were made pursuant to his severance benefits agreement.

These severance benefits agreements provide each NEO with severance payments and other benefits in the event termination of employment is without cause, due to death or permanent disability or for “good reason,” as such terms are defined in the severance benefits agreements (a “Covered Termination”), provided that the NEO timely executes a general release of claims in Broadcom’s favor.

EXECUTIVE COMPENSATION

If a Covered Termination takes place within 12 months following (or in the case of Mr. Tan, within three months prior to or 12 months following) a “change in control” (as defined in the severance benefits agreement) of Broadcom, Broadcom must provide the NEO with:

For Mr. Tan, Dr. Kawwas and Ms. Spears, except as otherwise provided in an applicable award agreement, for PSU awards for which the performance period has not been completed, the performance goals will be deemed met at target levels. For Mr. Brazeal, the performance goals applicable to his PSU awards will be deemed satisfied up to 100% in the discretion of our Board, based on Broadcom’s performance through the date of the change in control. The severance benefit agreements for Messrs. Tan and Brazeal, and Dr. Kawwas also contain alternative language that would apply to PSU awards that vest based on share price contingencies, but no such awards were outstanding as of October 30, 2022.

Under the terms of the FY 2022 TSR PSU Award and Brazeal Promotion PSUs, as well as the PSU awards granted to Mr. Tan, Dr. Kawwas and Ms. Spears in Fiscal Year 2021, the performance goals will be based on Broadcom’s performance through a date within 10 days prior to the change in control and the Achievement Factor will be calculated on a date before the change in control, as determined by the plan administrator of the 2012 Plan.

If a Covered Termination takes place other than in connection with a “change in control” (as defined in the severance benefits agreement) of Broadcom, Broadcom must provide the NEO with:

The definition of “good reason” generally means any of the following, subject to certain notice and cure period provisions: (A) a material reduction in the NEO’s salary (other than as part of a broad salary reduction program instituted because Broadcom is in financial distress); (B) a substantial reduction in the NEO’s duties and responsibilities; (C) the elimination or reduction of the NEO’s eligibility to participate in Broadcom’s benefit programs that is inconsistent with the eligibility of our executives to participate therein; (D) Broadcom informs the NEO of its intention to transfer the NEO’s primary workplace to a location that is more than 50 miles from the location of the NEO’s primary workplace as of such date; (E) Broadcom’s material breach of the severance benefits agreement that is not cured within 60 days written notice thereof; and (F) any serious chronic mental or physical illness of the NEO or a member of the NEO’s family that requires the NEO to terminate their employment because of substantial interference with the NEOs duties; provided, that at Broadcom’s request the NEO provides Broadcom with a written physician’s statement confirming the existence of such mental or physical illness. For Dr. Kawwas, a termination during the period between and inclusive of December 10, 2020 and December 15, 2023 (such period,

EXECUTIVE COMPENSATION

the “Continuation Period”) for “good reason” also includes: (A) an adverse change or reduction in either (i) their position, title, reporting responsibilities or duties or (ii) compensation, or (B) being required to report to anyone other than our CEO or the Board.

Acceleration of Equity Awards in the Event of Death or Permanent Disability

Upon an executive’s death or permanent disability, Broadcom’s Death and Permanent Disability Policies provide for the full acceleration of vesting of the executive’s outstanding and unvested equity awards that have started vesting and would otherwise vest solely based on the executive’s continued service, including PSU awards for which the performance criteria have been met as of the date of such death or permanent disability. Under such circumstances, any PSU awards held by executives with performance periods that have started but not ended will have their performance goals deemed achieved at 100% of target levels, with all other terms and conditions deemed met. However, pursuant to the terms of the 2019 Multi-Year Equity Awards, holders are not entitled to full acceleration of vesting of these awards except with respect to those awards for which the vesting start date has already occurred at the time of the applicable executive’s death or disability. The Death Policy applies to all of our employees, directors and other service providers, including the NEOs, while the Permanent Disability Policy applies to (i) any officer of Broadcom, as such term is defined in Exchange Act Rule 16a-1 and (ii) any member of the CEO’s executive staff, including the NEOs, as determined by the CEO. The benefits provided under the Death and Permanent Disability Policies are intended to be additive to any benefits a NEO becomes entitled to under any other policy, program, plan or agreement (including severance benefit agreements), generally unless the Board, the Compensation Committee or the Policy Committee (as defined in the applicable policy) determines otherwise.

Retirement

Under the FY 2022 TSR PSU Award and the PSU award granted to Mr. Tan in Fiscal Year 2021 (the "FY 2021 PSU Award"), if Mr. Tan retires from Broadcom prior to the applicable vesting date (as noted in the table below), the performance period for each of these PSU awards will end on the date of his retirement notice and vest on his retirement date, subject to achievement of the applicable performance goals. Such retirement notice must be provided at least 30 days prior to Mr. Tan’s retirement date. The following table reflects the potential payments Mr. Tan would be entitled to receive if he had provided a retirement notice on September 29, 2022 and retired effective October 30, 2022.

EXECUTIVE COMPENSATION

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

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

Potential Payments and Benefits upon Certain Terminations of Employment

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

EXECUTIVE COMPENSATION

Potential Payments under our Death and Permanent Disability Policies

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

CEO PAY RATIO

CEO PAY RATIO

In accordance with SEC rules, Broadcom is providing the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all our employees (the “Ratio”). For Fiscal Year 2022, the annual total compensation of our CEO, as reported in the “Fiscal Year 2022 Summary Compensation Table,” is $60,606,971 and the median of the annual total compensation of all our employees is $179,156. The Ratio is 338 to 1.

In determining the annual total compensation of the median employee, we calculated such employee’s compensation in accordance with SEC executive compensation disclosure rules. This calculation is the same calculation used to determine the total compensation for purposes of the “Fiscal Year 2022 Summary Compensation Table” with respect to each of our NEOs.

As permitted by SEC rules, for purposes of calculating the pay ratio set forth above, we used the same median employee that we identified for purposes of our pay ratio disclosure in Fiscal Year 2020, based on our determination that there was no change in our employee population or employee compensation arrangements that we believe would significantly impact the pay ratio. Our median employee also remained in the same role in Fiscal Year 2020, Fiscal Year 2021 and Fiscal Year 2022.

To identify the median employee, we used the following methodology in Fiscal Year 2020:

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

EQUITY COMPENSATION PLAN INFORMATION

EQUITY COMPENSATION PLAN INFORMATION

Plans Approved by our Stockholders

Broadcom has three equity compensation plans that have been approved by our stockholders: the Avago Plan, the 2012 Plan and the ESPP. The Avago Plan expired in July 2019 and no new grants may be made under the Avago Plan following such date. Neither the 2012 Plan nor the ESPP have an expiration date.

Plans Not Approved by our Stockholders

Broadcom assumed outstanding equity awards granted under the LSI Plan, the Brocade 2009 Stock Plan, the Brocade Amended and Restated Inducement Award Plan, the CA, Inc. 2011 Incentive Plan and under other equity compensation plans or agreements that were assumed by Broadcom in connection with our acquisitions of LSI, Broadcom Corporation, Brocade Communications Systems, and CA, and other companies that originally granted those awards.

The following table sets forth as of October 30, 2022 the number and weighted-average exercise price of shares of common stock to be issued upon the exercise of outstanding stock options, RSU awards and PSU awards, and the number of securities remaining available for future issuance under all of our equity compensation plans.

For additional information regarding our equity compensation plans, please refer to Note 11 of Notes to Consolidated Financial Statements included in Part II, Item 8 of our 2022 Annual Report.

STOCKHOLDER INFORMATION

STOCKHOLDER INFORMATION

Security Ownership of Certain Beneficial Owners, Directors and Executive Officers

The following table sets forth information about the beneficial ownership of Broadcom common stock as of
February 6, 2023 for:

We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and dispositive power with respect to all common stock that they beneficially own.

Common stock subject to RSU awards that vest within 60 days of February 6, 2023 are deemed to be outstanding and to be beneficially owned by the person holding the equity award for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

In the table below, percentage ownership is based on 416,923,664 shares of common stock outstanding as of February 6, 2023.