SEC Form DEF 14A filed by Broadcom Inc.

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

These items of business are described more fully in the accompanying proxy statement. On or about March 3, 2025, we are mailing to Broadcom’s stockholders at the close of business on the Record Date a Notice of Internet Availability of Proxy Materials.

Your vote is important. Regardless of whether you plan to participate in the Annual Meeting, we encourage you to vote 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. Please refer to “Additional Meeting Information” for instructions on how to register for and attend the Annual Meeting.

Important notice of internet availability of proxy materials:

The notice of the annual meeting, proxy statement and annual report are available at https://investors.broadcom.com.

By Order of the Board,

Hock E. Tan

President, Chief Executive Officer and Director

March 3, 2025

TABLE OF CONTENTS

This proxy statement contains forward-looking statements, including statements that address our expected future business and financial performance, and other statements identified by words such as “will,” “expect,” “believe,” “anticipate,” “estimate,” “should,” “intend,” “plan,” “potential,” “predict,” “project,” “aim” and similar words, phrases or expressions. These forward-looking statements are based on current expectations and projections, and involve risks and uncertainties that may cause actual results to differ materially from those contained in such forward-looking statements. These forward-looking statements should be considered in light of the uncertainties that affect our business under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended November 3, 2024 and subsequent filings filed with the Securities and Exchange Commission. We caution readers not to place undue reliance on any forward-looking statements included in this proxy statement, which speak only as of the date of this proxy statement. We undertake no responsibility to update these statements, except as required by law.

All share and per share amounts presented in this proxy statement have been retroactively adjusted, where applicable, to reflect a 10-for-1 forward stock split effected by Broadcom on July 12, 2024.

LETTER FROM THE CHAIRMAN OF THE BOARD

Dear Broadcom stockholders:

On behalf of the Board, I want to thank you for your continued investment and confidence in Broadcom. I also want to provide you with several updates in connection with the upcoming Annual Meeting.

Financial Performance

Fiscal 2024 was a transformative year for Broadcom — we generated all-time highs in revenue of $51.6 billion, cash from operations of $20.0 billion and free cash flow of $19.4 billion.

In addition, we are also extremely proud of our market capitalization exceeding $1 trillion for the first time on December 13, 2024.

These achievements would not have been possible without our executives and their strategic vision and leadership in the organic growth of our AI-related products and in closing and integrating our acquisition of VMware during a challenging regulatory and geopolitical environment.

Integration of VMware

We are very pleased that our integration of VMware is almost complete. When we acquired VMware, our goals were to simplify VMware’s product portfolio and business model, invest in innovation and enhance our partner ecosystem. These continue to be our goals and, under the leadership of Hock Tan, President and CEO, we have been working hard to provide our worldwide customers and partners with a simplified go-to-market approach and easy-to-use product offerings that enable our customers to have one of the most secure and resilient private cloud solutions on the market.

Executive Compensation

As mentioned in last year’s proxy statement, to retain and motivate Mr. Tan, the independent members of the Board granted Mr. Tan in fiscal 2023 a PSU award that requires the following to vest: (i) achievement of formidable stock price performance hurdles and (ii) continued service over a five-year vesting period. Mr. Tan’s fiscal 2023 PSU award was front-loaded to cover the market-based value of both his annual cash and long-term incentive opportunities over a period of five years. As a result, Mr. Tan did not receive a cash incentive payout for his fiscal 2024 performance or an annual equity award in fiscal 2024.

We reaffirm that during the five-year vesting period of Mr. Tan’s fiscal 2023 PSU award, we do not intend to grant annual equity awards to Mr. Tan and Mr. Tan will not be eligible to receive annual cash incentive opportunities.

Succession Planning

CEO succession planning is a top priority for the Board, and we continue to be actively engaged in this area. Due to Mr. Tan’s long history of strong leadership and delivering significant stockholder value, our stockholders at our engagement meetings requested more information about the Board’s approach to CEO succession planning. In response to our stockholders, we have provided more information about our approach to CEO succession planning below in “Corporate Governance.”

Stockholder Engagement and Responsiveness

Throughout 2024, we continued our robust stockholder engagement program and met with our stockholders to better understand their perspectives. As noted below in “Stockholder Engagement,” all of the stockholders we met with acknowledged our responsiveness to their concerns in last year’s proxy statement. Engagement with our stockholders is important to us, and we continue to meet with our stockholders to develop appropriate responsive actions that effectively support Broadcom’s long-term growth and strong track record of increasing stockholder value.

As always, your continued support and vote are important to us. We encourage you to read this Proxy Statement and vote your shares.

Sincerely,

Henry Samueli, Ph.D.

Chairman of the Board

PROXY STATEMENT SUMMARY

Your proxy is being solicited by the Board of Directors of Broadcom Inc. (the “Board”) in connection with the 2025 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”) with the proxy card and our Annual Report on Form 10-K for the fiscal year ended November 3, 2024 (the “2024 Annual Report”) available to stockholders at the close of business on February 21, 2025 (the “Record Date”) on or about March 3, 2025. 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

DIRECTOR NOMINEES

See “Proposal 1: Election of Directors” below for more information about the Director Nominees.

FISCAL 2024 HIGHLIGHTS

Total Stockholder Return and Return of Capital

Our total stockholder return (“TSR”) continues to significantly outperform the S&P 500 and our compensation peer group. Over the five-year period through fiscal 2024, we delivered TSR of 561%, and our market capitalization increased from $125.7 billion to $789.0 billion.

*TSR assumes $100 investment in Broadcom common stock on the last trading day of fiscal 2019 and reinvestment of dividends.

In addition, we returned an aggregate of $17.0 billion to our stockholders during fiscal 2024, consisting of $9.8 billion in cash dividends and $7.2 billion in stock repurchases. We also paid $5.2 billion for the elimination of shares withheld to cover employee tax withholding due upon the vesting of net-settled equity awards in fiscal 2024.

Furthermore, our strong free cash flow in fiscal 2024 enabled us to increase our quarterly common stock dividend to $0.59 per share in our first quarter of fiscal 2025, an increase of 11% over the quarterly dividends paid in the fourth quarter of fiscal 2024.

Financial Performance

Our record revenue, cash from operations and free cash flow in fiscal 2024 were driven by the organic growth of our AI-related products and our acquisition and integration of VMware, Inc. (“VMware”).

Due to the organic growth of our AI-related products such as our custom AI accelerators and AI connectivity products, our AI revenue increased 220% from $3.8 billion in fiscal 2023 to $12.2 billion in fiscal 2024 and represented 41% of our fiscal 2024 semiconductor solutions revenue of $30.1 billion. With the integration of VMware almost complete, our VMware products contributed for the first time to our fiscal 2024 infrastructure software solutions revenue of $21.5 billion.

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

Stock Split

In July 2024, we implemented a 10-for-1 forward stock split to make ownership of Broadcom common stock more accessible to our stockholders and employees.

FISCAL 2024 NAMED EXECUTIVE OFFICER COMPENSATION

Our executive compensation program is designed to (i) reward our executive officers for growing and sustaining stockholder value consistent with our long-term strategic plan, (ii) align the interests of our executive officers with the interests of our stockholders and (iii) attract, motivate and retain critical talent in a highly competitive talent market.

In line with our executive compensation program philosophy, design and objectives, 96% of our Chief Executive Officer’s (“CEO”) and 95% of our other named executive officers’ (“NEOs”) average annualized target total compensation in fiscal 2024 is comprised of variable compensation, with a majority tied to long-term stock price performance (based on the annualized value of their equity awards and assuming target performance level attainment) as shown in the charts below.

See “Compensation Discussion and Analysis — Executive Compensation Program” below for more information.

No other executive officer or director, or any of their immediate family members, has pledged shares of Broadcom common stock. The NESG Committee reviews Dr. Samueli’s pledging arrangement from a risk management perspective and regularly provides a report to our Board.

SUCCESSION PLANNING

Pursuant to the Corporate Governance Guidelines, our Board is responsible for the development and regular review of a comprehensive succession plan for our CEO and senior management. Our Board believes that the full Board, including our CEO, should be actively engaged and involved in CEO and senior management succession planning, with the goal of business and operational continuity and sustaining the strong track record of increasing stockholder value.

CEO succession planning is a top priority for our Board. Our Board discusses CEO succession planning regularly during executive sessions and has developed both a longer-term CEO succession plan and an interim contingency CEO succession plan.

Our Board reviews the longer-term CEO succession plan annually. The longer-term CEO succession plan includes the identification and assessment of internal candidates and, as appropriate, the identification of external candidates. The longer-term CEO succession plan is currently focused on the development of high-potential internal candidates identified thus far, maintaining business and operational continuity, and sustaining the strong track record of increasing stockholder value.

Our Board, including our CEO, works with our Vice President of Human Resources and an external advisor to assess the skills, experience, achievements and competencies of the internal candidates. This robust assessment provides a thorough review of the internal candidates’ strengths and areas for development and improvement. The purpose of the assessment is to evaluate whether the internal candidates already possess or can develop the skills and attributes that our Board believes are necessary to lead a large global technology company and increase stockholder value. The experience, skills and attributes our Board considers necessary to succeed in the CEO position include, among others, strategic vision and leadership, technical expertise, disciplined management of operating costs and expenses, and execution of M&A transactions.

Based on the assessment, the external advisor creates a development plan for the internal candidates that is reviewed by our Board, including our CEO, and includes their input and feedback. Throughout the year, the internal candidates are given opportunities and exposure to develop and improve their competencies outside of their area of responsibility and expertise. The internal candidates and senior management also present to our Board at least annually and interact with our Board informally outside of the regularly scheduled Board meetings, which provide our Board with numerous opportunities to meet the internal candidates and senior management. Our Board, including our CEO, annually reviews the development plans and the progress of the internal candidates and provides input and feedback.

The interim contingency CEO succession plan that our Board developed would utilize internal candidates and become effective only in the event our CEO is unexpectedly unable to perform his duties. The interim contingency CEO succession plan is intended to minimize potential disruption to the business and preserve business and operational continuity. Our Board also reviews annually the internal candidates for the interim contingency CEO succession plan and identifies an internal candidate should our CEO unexpectedly become unable to perform his duties.

Our Board, including our CEO, also regularly reviews senior management succession planning and the composition of senior management with our Vice President of Human Resources. If the succession plan is triggered for a member of senior management, our Board would participate in the discussion and consideration of any action with our CEO and Vice President of Human Resources.

STOCKHOLDER ENGAGEMENT

Our Board values open and ongoing engagement with our stockholders to better understand our stockholders’ views on various matters, including executive compensation, succession planning, risk oversight and corporate responsibility. Our Board engages annually with our stockholders to obtain their feedback and for our Board to consider a range of perspectives.

Prior to the 2024 annual meeting, we contacted our stockholders representing over 51% of our common stock outstanding. Our Compensation Committee Chair, on behalf of our Board, and representatives from the Legal and Human Resources teams (the “management engagement team”) met with our stockholders representing 40% of our common stock outstanding. We also met with our stockholders after the 2024 annual meeting to better understand the 61% support for our advisory say-on-pay proposal at the 2024 annual meeting (the “2024 Say-on-Pay proposal”) and to develop appropriate responsive actions.

More information about our engagement with our stockholders and our Board’s response to our stockholders’ feedback is provided below in “Stockholder Engagement.”

CORPORATE RESPONSIBILITY

Our Board, through the NESG Committee, oversees our corporate responsibility program and initiatives. The NESG Committee receives quarterly updates from management on these matters and regularly updates our Board. Our Board also reviews our annual corporate responsibility report (the “Report”).

In the Report, we discuss our annual corporate responsibility program and initiatives, including our products that help our customers achieve better performance with less power, our human rights program within our supply chain, our talented and dedicated workforce and our environmental impact.

We prepare the 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).

Additional information about our corporate responsibility program and initiatives is in the Report. We plan to publish our next Report in March 2025, which will be located in the Corporate Citizenship and the Investor Center sections of our website. The Report and our website are not part of or incorporated by reference into the Proxy Statement.

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

3421 Hillview Avenue

Palo Alto, California 94304

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 such director’s request.

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 responsible for succession planning for our CEO and senior management, and ensures that the long-term interests of stockholders are being served.

BOARD MEMBERSHIP

Our Board is currently comprised of nine directors: Diane M. Bryant, Gayla J. Delly, Kenneth Y. Hao, Eddy W. Hartenstein, Check Kian Low, Justine F. Page, Henry Samueli, Ph.D., Hock E. Tan and Harry L. You.

DIRECTOR INDEPENDENCE

Our Board annually reviews the independence of each director and nominee and considers whether such individual has a material relationship with Broadcom, other members of our Board or our executive officers 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, executive officer and/or is a 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.

Our Board has determined that Dr. Samueli, Mses. Bryant, Delly and Page, and Messrs. Hao, Hartenstein, Low and You, representing eight of our nine director nominees, are “independent” directors under the Nasdaq listing standards. Mr. Tan, who serves as our President and CEO, is not deemed an “independent” director. Our Board previously determined that Raul J. Fernandez, who did not stand for re-election upon the expiration of his term at the 2024 annual meeting, was an “independent” director.

BOARD LEADERSHIP STRUCTURE

Our Board currently believes that Broadcom and our 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 Broadcom’s strategic direction and for the day-to-day management of our operations. The independent Chairman and/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 the executive sessions of our independent directors. Our Board annually reviews its leadership structure to determine whether it continues to best serve Broadcom and our stockholders. Currently, Mr. Tan serves as our President and CEO, Dr. Samueli serves as our independent Chairman of the Board and Mr. Hartenstein serves as our Lead Independent Director. While Dr. Samueli is independent, our Board has decided to continue 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 and strength of character, demonstrated exceptional ability and judgment, and have diverse skills, experiences and backgrounds appropriate for the business and operations of Broadcom.

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

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

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 2026 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 eight meetings during fiscal 2024 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 2024. All of the director nominees attended the 2024 annual meeting.

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 assess their composition, processes and overall effectiveness. The Chairman of the Board and the Lead Independent Director report the results to our full Board and the Chairs of each committee report the results to their respective committees. Any findings that require consideration are addressed at subsequent Board and committee meetings, as appropriate.

BOARD RISK OVERSIGHT

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

We have an enterprise risk management program that is managed by our internal audit function, and our internal audit function works closely with our Board, CEO and senior management to identify, evaluate and manage risks, as well as our responses to those risks. Our internal audit function also reports at least annually to the Audit Committee the results of its annual risk assessment, including its assessment of the likelihood and severity of identified risks and the actions taken to monitor emerging risks, and coordinates cross-functionally on the risk mitigation efforts.

In addition, each Board 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.

Cybersecurity Risk Management

Our Board is actively involved in overseeing our cybersecurity risk management and shares oversight responsibility and processes with the Audit Committee. Our management, including our Chief Information Officer (“CIO”), in consultation with our Chief Information Security Officer, reviews with the Audit Committee at least quarterly our cybersecurity policies, practices and protective measures, threat intelligence, cybersecurity incidents and related risks. At least quarterly, our CIO also provides the Audit Committee with an update on our enterprise security program that includes procedures and policies for testing vulnerabilities, responding to cybersecurity threats, and training and evaluating our employees. The Audit Committee and management update our Board at least quarterly on our cybersecurity performance and risk profile and the effectiveness of our cybersecurity 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 risk-mitigating factors in its review, such as our compensation policies and practices that provide a balance of short-term and long-term goals and awards and a mix of cash and equity components in the annual total compensation (as described below in “Compensation Discussion and Analysis” and “Executive Compensation”). The Compensation Committee also considered stock ownership guidelines, hedging and pledging prohibitions, as well as any limited exception approved by the NESG Committee and our Board, and its own oversight process consisting of independent directors. Based upon this risk assessment, the Compensation Committee concluded that our compensation program does not create risks that are reasonably likely to have a material adverse effect on Broadcom.

BOARD COMMITTEES

Our Board has the following committees: Audit Committee, Compensation Committee, NESG Committee and Executive Committee. The Audit Committee, the Compensation Committee and the NESG Committee each operate under a charter that satisfies the applicable rules of the SEC and the Nasdaq listing standards. The charters for all four committees are available in the “Investor Center — Corporate Governance” section of our website. Stockholders may also request a copy from Investor Relations, Broadcom Inc., 3421 Hillview Avenue, Palo Alto, California 94304.

The current members and chairs of the committees are provided below.

t Member  ❖ Chair

Audit Committee

Each member of the Audit Committee meets 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.

Compensation Committee

Each member of the Compensation Committee meets 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 2024, 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.

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.

DIRECTOR COMPENSATION

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

Cash Compensation

For fiscal 2024, our non-employee directors were entitled to receive the following annual cash compensation, payable quarterly:

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.

In December 2024, the Compensation Committee and its independent compensation consultant recommended to our Board, and our Board approved, increasing the additional fees payable to the independent Chairman of the Board, Audit Committee Chair and NESG Committee Chair to $175,000, $45,000 and $27,500, respectively. All other annual fees remain unchanged.

Equity Compensation

For fiscal 2024, our non-employee directors were also entitled to receive the following equity awards:

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

In December 2024, the Compensation Committee and its independent compensation consultant recommended to our Board, and our Board approved, increasing the equity compensation paid to our non-employee directors such that our non-employee directors will be entitled to receive an initial RSU award and an annual RSU award, each with a target value of $275,000, subject to the same terms and conditions as described above.

Director Compensation for Fiscal 2024

The following table sets forth the compensation earned by our non-employee directors during fiscal 2024.

The table below shows the aggregate number of shares of Broadcom common stock underlying RSU awards held by our non-employee directors as of November 3, 2024:

PROPOSAL 1:

ELECTION OF DIRECTORS

DIRECTOR NOMINEES

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

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

Our Board believes that each director nominee has the experience, qualifications, integrity and understanding of our business and industries required for service on our Board. The demographic background of the director nominees includes ethnicity (four directors) and gender (three directors). Our Board believes that the current composition of the Board as a whole reflects an appropriate mix of tenure, skill sets, backgrounds and perspectives, experience and qualifications that are relevant to Broadcom’s business strategy and governance. Our Board, in consultation with the NESG Committee, also believes that each director nominee has demonstrated the willingness and the ability to dedicate sufficient time and attention to fulfill the responsibilities required as a director and that any service with other public companies does not and will not impact service on our Board.

Director Qualifications, Skills and Experience

The biographical information of each director nominee provided below is as of February 21, 2025.

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

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 2025. Our Board and the Audit Committee believe that the continued retention of PwC is in the best interests of Broadcom and our stockholders. We expect a representative from PwC to be present at the Annual Meeting. This representative will have the opportunity to make a statement if the representative so desires and is expected to be available to respond to appropriate questions.

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

PRINCIPAL ACCOUNTING FEES AND SERVICES

Set forth below are the fees for all services rendered by PwC to Broadcom for fiscal 2024 and 2023.

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.

Audit-Related Fees consist of fees billed for assurance and related services by PwC that are reasonably related to the performance of the audit or review of our consolidated financial statements and not included in Audit Fees. In fiscal 2024, these fees included services related to acquisition due diligence.

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 licenses related to general and 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 regulations 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 2024 and 2023.

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 Audit Committee Chair, 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 2024 and 2023, 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 2025.

AUDIT COMMITTEE REPORT

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

Fiscal 2024 Financial Statements

In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed Broadcom’s financial statements for fiscal 2024 with management and PwC. In addition, the Audit Committee 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, the Audit Committee recommended to the Board, and the Board approved, that the audited financial statements for fiscal 2024 be included in the 2024 Annual Report for filing with the SEC.

Independence and Pre-Approval Policy

The Audit Committee also received a written report from PwC required by the PCAOB regarding PwC’s communications with the Audit Committee concerning independence, and has discussed with PwC its independence from Broadcom.

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. The Audit Committee reviewed and pre-approved all audit and non-audit services performed by PwC during fiscal 2024.

Independent Auditor Tenure and Rotation

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

The Audit Committee also oversees the process for 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 Broadcom’s senior management and the Audit Committee. The Audit Committee then considers and votes on the selection.

The Audit Committee and the Board approved the appointment of PwC as Broadcom’s independent registered public accounting firm for the fiscal year ending November 2, 2025.

AUDIT COMMITTEE

Gayla J. Delly, Chair

Justine F. Page

Harry L. You

PROPOSAL 3:

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 “Compensation Discussion and Analysis” and in 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 2026 annual meeting of stockholders.

Our executive compensation program is designed to (i) reward our executive officers for growing and sustaining stockholder value consistent with our long-term strategic plan, (ii) align the interests of our executive officers with the interests of our stockholders and (iii) attract, motivate and retain critical talent in a highly competitive talent market.

In line with our executive compensation program philosophy, design and objectives, our NEOs’ short-term and long-term incentives are designed to be difficult to attain and require substantial effort to achieve as demonstrated by the goals to achieve aggressive financial results and significantly increase stockholder value.

Fiscal 2024 was a transformative year for Broadcom due to our NEOs. We generated record revenue of $51.6 billion, cash from operations of $20.0 billion and free cash flow of $19.4 billion in fiscal 2024. Our Board believes that the strategic vision and leadership of our NEOs were key to the two significant drivers of Broadcom’s transformation in fiscal 2024 — the organic growth of our AI-related products and our acquisition and integration of VMware.

Accordingly, our 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, we encourage our stockholders to read the “Compensation Discussion and Analysis” and “Executive Compensation” sections in this Proxy Statement.

While the vote on this resolution is advisory and not binding, the Compensation Committee and our Board values input from our 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.

STOCKHOLDER ENGAGEMENT

Our Board values open and ongoing engagement with our stockholders to better understand our stockholders’ views on various matters, including executive compensation, succession planning, risk oversight and corporate responsibility. Our Board engages annually with our stockholders to obtain their feedback and for our Board to consider a range of perspectives.

Our stockholders approved the 2024 Say-on-Pay proposal with 61% of the votes cast in favor of the 2024 Say-on-Pay proposal. This vote result represents an improvement compared to the say-on-pay proposal vote result at the 2023 annual meeting. Our Board, however, continued to engage with our stockholders to further understand the considerations behind their vote on the 2024 Say-on-Pay proposal and to develop appropriate responsive actions.

STOCKHOLDER ENGAGEMENT PRIOR TO THE 2024 ANNUAL MEETING

Prior to the 2024 annual meeting, we contacted our stockholders representing 51% of common stock outstanding. Our Compensation Committee Chair, on behalf of our Board, and representatives from the management engagement team met with 18 stockholders representing 40% of common stock outstanding.

In these meetings, our stockholders primarily focused on the PSU award granted to Mr. Tan in fiscal 2023 (the “2023 Tan PSU Award”) and secondarily focused on our Board’s approach to CEO succession planning. All of the stockholders we met with acknowledged our responsiveness to our stockholders’ concerns in the proxy statement for the 2024 annual meeting (“2024 proxy statement”) and appreciated the commitment by our Board and the Compensation Committee with respect to special performance awards granted outside of the regular annual equity grant cycle.

All of the stockholders who we met with acknowledged Mr. Tan’s history of strong leadership that generated significant stockholder value during the most recent and longer-term performance periods.

Most of the stockholders who we met with expressed that our Board’s confirmation that Mr. Tan will not be eligible for annual cash incentive opportunities during the five-year vesting period of the 2023 Tan PSU Award and our Board’s intent to not grant Mr. Tan annual equity awards during the five-year vesting period of the 2023 Tan PSU Award were directly responsive to their concerns related to the quantum of the award.

While some stockholders who we met with provided feedback on the quantum of the value of the 2023 Tan PSU Award, discussion was limited to the award simply exceeding their internal valuation threshold for equity grants to executives despite their recognition of Mr. Tan’s superior track record of delivering significant stockholder value.

STOCKHOLDER ENGAGEMENT AFTER THE 2024 ANNUAL MEETING

Following the 2024 annual meeting, our Compensation Committee Chair and the management engagement team continued the dialogue with our stockholders and met with 14 stockholders representing 28% of common stock outstanding to further understand the 61% support for the 2024 Say-on-Pay proposal. Our Compensation Committee Chair and the management engagement team met with four stockholders who were unable to meet with us prior to the 2024 annual meeting and ten stockholders who met with us prior to the 2024 annual meeting.

Feedback provided in these meetings was consistent with the stockholder sentiments conveyed prior to the 2024 annual meeting. Several of our large stockholders reaffirmed their support of our executive compensation program, the 2023 Tan PSU Award and the achievements of Mr. Tan, and the primary focus of these meetings was on our Board’s approach to

CEO succession planning. Some stockholders explained or reiterated their internal valuation threshold for equity grants to executives and some stockholders further noted that their say-on-pay voting protocols were not calibrated to appropriately reflect what they recognized as exceptional, above-market relative and absolute stockholder value delivered by Broadcom under Mr. Tan’s strong leadership.

Below is a detailed summary of the key themes shared by our stockholders, as well as our responses and actions taken.

STOCKHOLDER ENGAGEMENT AND OUR RESPONSE

We believe these actions meaningfully address the concerns conveyed to us by our stockholders over two rounds of meetings regarding the 2024 Say-on-Pay proposal. Our Board and the Compensation Committee remain committed to ongoing engagement with our stockholders so that our executive compensation program and CEO succession planning effectively support Broadcom’s long-term growth and strong track-record of increasing stockholder value.

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (“CD&A”) discusses the philosophy, design and objectives that guided decisions under our fiscal 2024 executive compensation program. While this CD&A primarily covers the fiscal 2024 compensation of our NEOs, the strategies underlying our compensation philosophy extend throughout Broadcom and are designed to create long-term stockholder value.

The NEOs for fiscal 2024, who are our only executive officers, are provided below:

OVERVIEW

Our executive compensation program is designed to (i) reward our executive officers for growing and sustaining stockholder value consistent with our long-term strategic plan, (ii) align the interests of our executive officers with the interests of our stockholders and (iii) attract, motivate and retain critical talent in a highly competitive talent market.

Our distinctive approach in granting performance-based equity awards and multi-year equity awards continues to be highly effective, helping us to deliver exceptional results to our stockholders. Our TSR since 2009 is 12,769%, which has significantly outperformed our peer companies and placed us in the top 1% of the S&P 500 companies during that period. We strongly believe our equity-focused pay-for-performance strategy keeps our executive officers and other employees in critical areas engaged and motivated, as evidenced by our low global voluntary attrition rate, which has consistently been below the technology industry benchmark.

In line with our executive compensation program philosophy, design and objectives, more than 90% of our executive officers’ total compensation is comprised of variable compensation. Our executive officers’ short-term incentives and long-term incentives in the form of PSU awards are subject to challenging and rigorous goals designed to achieve aggressive financial targets and significantly increase stockholder value.

Fiscal 2024 Highlights

Total Stockholder Return and Return of Capital

Our TSR continues to significantly outperform the S&P 500 and our compensation peer group. Over the five-year period through fiscal 2024, we delivered TSR of 561% and our market capitalization increased from $125.7 billion to $789.0 billion.

*TSR assumes $100 investment in Broadcom common stock on the last trading day of fiscal 2019 and reinvestment of dividends.

In addition, we returned an aggregate of $17.0 billion to our stockholders during fiscal 2024, consisting of $9.8 billion in cash dividends and $7.2 billion in stock repurchases. We also paid $5.2 billion for the elimination of shares withheld to cover employee tax withholding due upon the vesting of net-settled equity awards in fiscal 2024.

Furthermore, our strong free cash flow in fiscal 2024 enabled us to increase our quarterly common stock dividend to $0.59 per share in our first quarter of fiscal 2025, an increase of 11% over the quarterly dividends paid in the fourth quarter of fiscal 2024.

Financial Performance

Our record revenue, cash from operations and free cash flow in fiscal 2024 were driven by the organic growth of our AI-related products and our acquisition and integration of VMware.

Due to the organic growth of our AI-related products such as our custom AI accelerators and AI connectivity products, our AI revenue increased 220% from $3.8 billion in fiscal 2023 to $12.2 billion in fiscal 2024 and represented 41% of our fiscal 2024 semiconductor solutions revenue of $30.1 billion. With the integration of VMware almost complete, our VMware products contributed for the first time to our fiscal 2024 infrastructure software solutions revenue of $21.5 billion.

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

Stock Split

In July 2024, we implemented a 10-for-1 forward stock split to make ownership of Broadcom common stock more accessible to our stockholders and employees.

EXECUTIVE COMPENSATION PROGRAM

Total Compensation Components

Our executive compensation program is designed to keep our executive officers’ total compensation competitive with the compensation of executives in comparable positions at other companies in our compensation peer group. The Compensation Committee and our Board believe long-term equity incentives are necessary to attract, motivate and retain our executive officers and to align the interests of our executive officers with the interests of our stockholders. As a result, the total target cash compensation (base salary and short-term incentives) for our executive officers is generally lower than the median of the competitive market, but in combination with long-term incentives, the total compensation for our executive officers can exceed the median of the competitive market based on achieving performance goals.

Our annual total compensation for our executive officers consists of three principal components:

Fiscal 2024 Total Compensation Components

Target total compensation consists of (i) base salary, (ii) target STI under the Annual Performance Bonus Plan (“APB Plan”) and (iii) target LTI in the form of equity awards comprised of RSU and PSU awards based on the fair market value of the awards on the grant date (assuming target performance level attainment), as applicable.

Mr. Tan and Dr. Kawwas did not receive annual equity awards in fiscal 2024 because they each received a PSU award in fiscal 2023 that was front-loaded to cover five years of annual equity awards. In addition, Mr. Tan did not receive an annual cash incentive payout under the APB Plan for fiscal 2024 because the 2023 Tan PSU Award was also intended to cover five years of STI or annual cash incentive opportunities. The charts below reflect the annualized value of these PSU awards assuming target performance level attainment.

The Average Other NEOs chart below also reflects the target LTI value of Ms. Spears’ and Mr. Brazeal’s annual equity awards that commenced vesting in fiscal 2024.

As shown in the charts below, 96% of our CEO’s and 95% of our other NEOs’ average annualized target total compensation in fiscal 2024 is comprised of variable compensation, with a majority tied to long-term stock price performance (based on the annualized value of their equity awards and assuming target performance level attainment).

Compensation Philosophy and Objectives

Our executive compensation program does not follow a “one-size-fits-all” approach as the Compensation Committee and our Board believe an effective compensation program should be designed to address the unique needs of Broadcom. Our compensation philosophy prioritizes long-term value creation over short-term gains, and we believe our distinctive approach in granting multi-year equity awards continues to be highly effective in achieving these goals. Attracting, motivating and retaining critical talent are crucial for Broadcom’s ongoing success, and thus, fundamental objectives of our executive compensation program. The philosophy and objectives below inform the design of our executive compensation program.

Pay-for-Performance

We encourage our executive officers to focus on the achievement of our challenging and rigorous corporate financial and operational performance goals and increasing stockholder value. We design our incentive compensation opportunities to reward the achievement of rigorous pre-established annual performance goals and long-term stockholder value creation, and to recognize the contributions and performance of each executive officer.

Alignment with Stockholders

The interests of our executive officers are aligned with our stockholders’ interests because we link a majority of their target total compensation opportunity to stockholder returns in the form of PSU awards that are subject to the attainment of pre-established performance-based objectives. For our CEO and, since fiscal 2023, our President, Semiconductor Solutions Group, 100% of their equity awards are in the form of PSU awards. For our other executive officers, 50% of their equity awards are in the form of PSU awards at target and the remaining 50% are in the form of RSU awards, where the delivered value fluctuates based on our stock price performance.

Attract, Motivate and Retain

Broadcom operates in the extremely competitive Silicon Valley region for executive talent, particularly in the technology sector. Our executive compensation program is designed to contend in this highly competitive talent market to attract qualified, experienced and talented executive officers. We attract, motivate, retain and reward these executive officers, whose skills, knowledge and performance are crucial to our ongoing success.

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

This pay-for-performance strategy keeps our executive officers and other employees in critical areas engaged and motivated, as evidenced by our global voluntary attrition rates in fiscal 2024, which were approximately 2.9% (excluding employees who joined Broadcom as a result of the VMware acquisition) and approximately 6.2% (including employees who joined Broadcom as a result of the VMware acquisition), both of which are below the technology industry benchmark (AON, 2024 Salary Increase and Turnover Study — Second Edition, September 2024). This low global voluntary attrition rate has helped Broadcom become a leading technology company, achieve record financial results and increase stockholder value.

Executive Compensation Governance

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

Internal Pay Parity

While we do not maintain a formal policy regarding internal pay parity, it is considered by the Compensation Committee and the independent directors when determining compensation.

Consistent with market practice and competitive market benchmarking, our CEO is compensated at a higher level than our other executive officers due to his higher level of experience, peer market benchmarks, responsibility and accountability. Given Mr. Tan’s responsibility for Broadcom’s overall performance, the independent directors believe weighting his total compensation more heavily toward long-term, performance-based incentive compensation is consistent with market practice, appropriately reflects his contributions and directly aligns his incentives with the interests of our stockholders. Accordingly, Mr. Tan receives more of his total compensation in the form of LTI compensation through PSU awards as compared to our other executive officers.

Say-on-Pay

The Compensation Committee values open and ongoing engagement with our stockholders on our executive compensation program, and each year our Compensation Committee Chair, on behalf of our Board, engages with our stockholders. Prior to the 2024 annual meeting, our Compensation Committee Chair and the management engagement team met with our stockholders representing 40% of common stock outstanding. The feedback received from our stockholders at these meetings was discussed with the full Compensation Committee and our Board. We also met with our stockholders after the 2024 annual meeting to better understand the 61% support of the 2024 Say-on-Pay proposal. Most of the stockholders who we met with expressed that our Board’s confirmation that Mr. Tan will not be eligible for annual cash incentive opportunities and our Board’s intent to not grant Mr. Tan annual equity awards during the five-year vesting period of the 2023 Tan PSU Award were directly responsive to their concerns related to the quantum of the award. More information about our engagement with our stockholders and our Board’s response to our stockholders’ feedback is provided above in “Stockholder Engagement.”

The Compensation Committee believes that Broadcom’s exceptional, sustained results, including extraordinary stockholder returns, growth, innovation and strategic execution, and ability to attract and retain top talent, strongly support continuity of the existing executive compensation program.

Stock Ownership Guidelines

The Compensation Committee has put in place robust stock ownership guidelines for our executive officers, as outlined below. Shares owned outright or beneficially owned in a trust, as well as unvested RSU awards and earned-but-unvested PSU awards count towards achieving the stock ownership guidelines. If stock options are granted, shares subject to such awards would not count towards achieving the stock ownership guidelines. Our executive officers are expected to satisfy the applicable guidelines within five years of the date on which they become an executive officer and hold at least such minimum value in shares of common stock while they remain an executive officer. Based on the closing price of Broadcom common stock on the Record Date, all of our NEOs have met the level of ownership in our stock ownership guidelines.

Compensation Clawback Policy

Based on the recommendation of the Compensation Committee, our Board approved a comprehensive clawback policy in alignment with SEC and Nasdaq rules. Our clawback policy requires the repayment of certain cash and equity-based incentive compensation provided to current or former executive officers in connection with a restatement of financial statements if such compensation exceeds the amount that the executive officers would have received based on the restated financial statements.

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 compensation with corporate performance and rewards our executive officers for pursuing corporate financial, operational and strategic goals that will continue Broadcom’s ongoing success and increase long-term stockholder value.

The Compensation Committee reviews and approves the compensation of our executive officers, 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 independent 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 officer 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 executive officers.

When making their executive compensation decisions, the Compensation Committee does not consider the accounting and tax implications of the compensation awarded to our executive officers.

Compensation Risk Oversight

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

Role of Compensation Consultant

Meridian provided consulting services on executive and non-employee director compensation-related matters to the Compensation Committee and the independent directors in fiscal 2024, including assessments of executive and non-employee director compensation based on competitive market compensation data analyses. In addition, the Compensation Committee relied on Meridian for periodic updates on regulatory developments and market trends related to executive and non-employee director compensation matters. Meridian did not provide any other services to Broadcom in fiscal 2024.

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

Competitive Market Positioning

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

In August 2023, the Compensation Committee, in consultation with Meridian, adjusted the peer group selection criteria in anticipation of completing the VMware acquisition in early fiscal 2024 and approved the peer group below for fiscal 2024.

In order for the compensation peer group to better reflect Broadcom’s technology industry peers following the VMware acquisition and due to market capitalization values falling outside of the selection criteria set forth below, we removed Automatic Data Processing, Lam Research Corporation, Micron Technology, Inc. and PayPal Holdings, Inc. from the peer compensation group. We added Intuit Inc. and Meta Platforms, Inc. to the compensation peer group based on meeting all of the applicable selection criteria set forth below, as well as talent market relevance.

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

ELEMENTS OF FISCAL 2024 EXECUTIVE COMPENSATION PROGRAM

The principal elements of our executive compensation program are:

Base Salary

Base salaries provide fixed compensation and are set at levels intended to reflect an executive officer’s level and scope of responsibility and contributions, and to take into account internal pay parity among our executive officers. While generally set lower than the competitive market median, base salaries are still within a competitive range for similar positions at the companies in our compensation peer group and/or market survey data.

The base salaries of our executive officers are reviewed annually by the Compensation Committee and our CEO makes recommendations to the Compensation Committee with respect to base salary adjustments for our executive officers (other than himself). Based on this review, the Compensation Committee did not increase salaries for any of our NEOs in fiscal 2024.

Annual Cash Incentive Bonus Plan

The Compensation Committee believes that a significant portion of our executive officers’ target total compensation should be dependent upon Broadcom’s performance. Our executive officers are eligible to earn annual cash incentives under the APB Plan. The APB Plan is designed to encourage and motivate our executive officers to achieve our overall corporate financial goals for the fiscal year, as well as divisional goals where appropriate, and to drive positive contributions to Broadcom’s growth and performance.

Each executive officer is assigned a target annual cash incentive opportunity under the APB Plan, expressed as a percentage of the executive officer’s base salary. The Compensation Committee considers compensation peer group and market data in determining an executive officer’s target annual cash incentive opportunity. In the case of our CEO, the Compensation Committee provides such information in its recommendation to the independent directors.

The target annual cash incentive opportunities for our NEOs (excluding our CEO) did not change in fiscal 2024, compared to fiscal 2023. Our CEO did not receive an APB Plan payout in fiscal 2024 and the independent directors do not intend to provide our CEO with an annual cash incentive opportunity through fiscal 2027. As discussed in the 2024 proxy statement, the 2023 Tan PSU Award was front-loaded to cover five years of annual cash incentive opportunities under the APB Plan and five years of annual equity awards.

Fiscal 2024 APB Plan

For fiscal 2024 there were three primary pillars established under the APB Plan as outlined below.

Annual cash incentive bonuses under the APB Plan are calculated as follows based on the performance components above and payable in cash:

Corporate Financial Goals

In December 2023, the Compensation Committee reviewed the structure of the APB Plan, including the metrics, targets and applicable adjustments. Upon consultation with management and considering Broadcom’s financial plan and strategic objectives, the Compensation Committee recommended, and the independent directors approved, the first pillar under the APB Plan — the corporate financial goals. For fiscal 2024, revenue and adjusted non-GAAP operating income were selected as the metrics because they are readily measurable and comparable to peers, relevant to investors and, most importantly, short-term indicators of longer-term value creation. These corporate financial goals did not capture certain contributions from the VMware business that were not anticipated at the time these goals were set (which were also subsequently excluded from the actual attainment levels in determining payouts). The target levels were designed to require substantial effort to achieve, driving a significant increase in stockholder value with the same level of rigor as in the previous performance periods. Each goal carried an equal weighting of 50% of the corporate financial goal pillar.

The corporate financial goals for the fiscal 2024 APB Plan are set forth below.

Division Financial and Strategic Goals

In December 2023, the Compensation Committee, upon consultation with the management team and considering Broadcom’s financial plan and strategic objectives, set the second pillar under the APB Plan — the division financial and strategic goals. These goals are based on the Compensation Committee’s assessment of the business requirements of the particular division to which the goals relate and the relative importance of the goals to the division. For fiscal 2024, the division financial and strategic goals for Ms. Spears and Mr. Brazeal were based on metrics related to their specific divisions, including direct expense and fiscal responsibility. The division financial and strategic goals set by the Compensation Committee were designed to be difficult to attain and to require substantial effort by the NEO and their division to achieve. Due to the breadth of Dr. Kawwas’ responsibilities as President, Semiconductor Solutions Group, his attainment of the corporate and division goals is based solely upon the corporate financial goals.

Individual Multiplier

The third pillar under the APB Plan includes a review of each executive officer’s performance over the fiscal year based on the following pre-established goals.

The Compensation Committee conducts a review of the performance for each executive officer with input from our CEO (except his own) and each of their individual multipliers is approved by the Compensation Committee. The individual multiplier may range between 50% and 150%. Executive officers who consistently meet and exceed their individual goals may receive an individual multiplier at or above 100% while executive officers who meet some, but not all, of their individual goals may receive an individual multiplier below 100%. The Compensation Committee may assign an individual multiplier of 0% for executive officers who do not meet any of their goals under the individual multiplier pillar of the APB Plan.

Fiscal 2024 APB Plan Attainment

In December 2024, the Compensation Committee and the independent directors reviewed Broadcom’s actual performance for fiscal 2024, as well as the performance of our executive officers, to determine the level of achievement for the corporate financial goals and the division financial and strategic goals, and to assign an individual multiplier for each of our executive officers, excluding the CEO.