Broadcom’s ‘Driving Force’ CEO Hock Tan Gets A $161.8M Fill-Up

Broadcom’s board called CEO Hock Tan the company’s ‘driving force,’ while three other executives won praise for their work moving the company’s $69 billion deal to buy VMware through regulators around the world. Compensation for these executives increased 211 percent year over year, from $77 million in 2022 to $242 million in 2023.

Broadcom CEO Hock Tan and three other top executives split $242 million in cash and stock after successfully bringing the company through a monthslong, globe-hopping, $69 billion regulatory crucible to buy VMware, according to a U.S Securities and Exchange Commission filing.

Tan received the lion’s share of the payout, taking home $161 million with $160 million delivered in the form of stock that is a “front-loaded” pay package meant to equal five years’ worth of bonus payments. Tan is not eligible for another bonus until 2027, Broadcom’s board said, according to the proxy statement posted Monday.

The compensation committee wrote that Tan’s leadership since taking Broadcom public as Avago in 2009 has led to a total shareholder return of 6,146 percent versus the S&P 500 return of 354 percent. In that time, Broadcom’s market cap has increased more than 15,000 percent from $3.8 billion at IPO to $606.8 billion Tuesday.

In addition to shareholder wins, according to the board, Tan has created a chip-making juggernaut that with the addition of VMware is now positioned at the crossroads of the hardware and the virtualized infrastructure that is relied upon by nearly every layer of the IT stack inside massive enterprises and governments around the world.

“The independent directors believe Mr. Tan has been and continues to be the main driving force behind Broadcom’s transformation from a semiconductor company into a leading infrastructure technology company that has increased (total shareholder return) by over 6,100% since our initial public offering in 2009,” the filing stated.

The directors highlighted the work of other executives as well, with CFO and Chief Accounting Officer Kirsten Spears winning praise for securing the $30 billion needed to finance the VMware acquisition and Chief Legal and Corporate Affairs Officer Mark Brazeal for his work shepherding one of the largest tech mergers of all time through a complex gauntlet of regulators around the world.

Broadcom is asking shareholders to take a non-binding vote to approve the compensation, as well as the appointment of board members, at its annual meeting on April 22 in Palo Alto, Calif.

Here is a breakdown of who gets what :

Hock Tan

Title: CEO

Pay: $161.8 million

Change: 166 percent increase from $60.6 million in 2022

Tan’s $1.2 million salary did not change from last year, but combined with the stock awards his total compensation shot up $100 million from 2023 when he made $60.6 million.

It was a remarkable 2023 for Broadcom with the company closing on its acquisition of VMware, and the generative AI boom fueling demand for its chips. Wall Street has rewarded Broadcom with a surging share price that shows no sign of letting up. The stock has rocketed 19 percent year to date and 118 percent—701 points—in the last year.

Tan was named president and CEO of Avago in 2006, took it public in 2009, and remained at the helm after the company changed its name to Broadcom in February 2016. Broadcom is now one of world’s largest providers of hardware and software for IT infrastructure. Since going public, Broadcom’s market capitalization has grown from $3.8 billion at IPO to $191.5 billion at the end of fiscal 2022. Broadcom’s market cap Tuesday was $606 billion.

Tan was rewarded with $160 million worth of stock. The award was “front-loaded” and meant to “cover five annual cash incentive payouts” under Broadcom’s bonus plan and five years of annual equity awards.

Tan will have to make the windfall last, according to the filing.

“The independent directors do not intend to provide Mr. Tan with annual cash incentive payouts under the APB Plan through fiscal 2027,” the filing stated.

Kirsten Spears

Title: CFO, Chief Accounting Officer

Pay: $15.2 million

Change: 1,337 percent increase from $1.06 million in 2022

Spears received no stock awards in 2022 and so enjoyed a massive compensation bump in 2023, earning $14.3 million from awards of Broadcom stock alone on her way to making $15.2 million in pay.

Spears was singled out for her work in getting the roughly $30 billion in financing needed to close on one of the biggest tech acquisitions of all time, as well as other wins, according to the proxy filing.

In it, Broadcom’s compensation committee praised Spears for her “balanced and opportunistic approach to achieve consistent capital allocation.” In addition, the committee, with input from Tan, found that “she returned significant capital to stockholders by continuing to grow dividends per share as cash flow increased, together with the stock repurchase program. Spears also “drove the execution of a credit agreement, which provided funding for the VMware acquisition,” according to the filing.

Her base salary of $412,000 was enhanced with a 121 percent bonus payment of $500,275.

Mark D. Brazeal

Title: Chief Legal and Corporate Affairs Officer

Pay: $15.4 million

Change: 11.6 percent increase from $13.8 million in 2022

Brazeal’s base salary of $515,000 was boosted with a 126 percent bonus of $649,000. That, combined with a $14.3 million stock award, saw Broadcom’s chief legal and corporate affairs officer earn a combined $15.4 million in 2023.

Brazeal had to work hard for it, as he “led and managed regulatory approvals with U.S. and international regulatory bodies in connection with the VMware acquisition,” according to the filing.

That included navigating a monthslong “second request” investigation by the Federal Trade Commission that began in July 2022, winning approval from the European Commission, which also carried out its own “Phase 2” investigation of the merger and demanded satisfying answers to questions around competition, and convincing the UK’s Competition and Markets Authority.

In October as the deal approached its long-planned deadline, China held off on regulatory approval, with reports of last-minute negotiations needed to win over Beijing officials. By mid-November the deal was finalized.

Charlie B. Kawwas, Ph.D.

Title: President, Semiconductor Solutions Group

Pay: $49.6 million

Change: 2,050 percent increase from $2.3 million in 20222

Kawwas played a “key role” in supporting the regulatory approval process for VMware, which lasted from the May 2022 announcement until the deal closed in November 2023. In addition, Kawwas delivered a 9 percent increase in 2023 revenue by executing multibillion-dollar deals with strategic customers during what Broadcom called “the semiconductor industry’s cyclical slowdown.”

For his efforts, Kawwas’ base salary of $721,000 was bumped by a 108 percent bonus for $781,715 in 2023, while his stock awards rose to $48.1 million.