Charlie B. Kawwas, Ph.D.
President, Semiconductor Solutions Group at AVGO
Executive
About Charlie B. Kawwas, Ph.D.
Charlie B. Kawwas, Ph.D., is Broadcom’s President, Semiconductor Solutions Group (since July 2022); previously Chief Operating Officer (Dec 2020–July 2022) and Chief/SVP of Sales (2014–2020). Age: 54. Career includes senior roles at LSI Corporation (2007–2014; head of worldwide sales 2010–2014) and product line leadership at Nortel Networks prior to LSI, with a technical Ph.D. credential noted in Broadcom filings . Under NEO leadership in fiscal 2024, Broadcom delivered five-year TSR of 561% and record revenue/cash generation ($51.6B revenue, $20.0B cash from operations, $19.4B free cash flow); AI revenue grew 220% to $12.2B, 41% of semiconductor revenue—key areas overseen by Kawwas .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Broadcom | President, Semiconductor Solutions Group | Jul 2022–present | Led semiconductor portfolio; drove AI products/roadmap and supply chain resiliency . |
| Broadcom | Chief Operating Officer | Dec 2020–Jul 2022 | Enterprise-wide operations; positioned for accelerated AI and VMware integration . |
| Broadcom | SVP & Chief Sales Officer; SVP Worldwide Sales | 2014–2020 | Built sales engine post-LSI acquisition, scaling semiconductor franchises . |
| LSI Corporation | Head of Worldwide Sales | 2010–2014 | Led global sales until Broadcom acquisition . |
| LSI Corporation | VP Sales & Marketing (Networking); VP Marketing (Networking & Storage) | 2007–2010 | P&L and go-to-market for core networking/storage lines . |
| Nortel Networks | Product Line Management – Optical Ethernet & Multi-service Edge | Pre-2007 | Led PLM for carrier/enterprise platforms . |
External Roles
No public company directorships or external board roles disclosed for Kawwas in latest filings .
Fixed Compensation
| Component | FY 2024 | Notes |
|---|---|---|
| Base Salary ($) | $721,000 | FY24 base set at $721k; reported salary reflects 53 weeks ($736,847) in SCT . |
| Target Bonus (% of eligible earnings) | 100% | APB Plan target unchanged vs FY23 . |
Performance Compensation
Annual Performance Bonus Plan (APB) – FY 2024
| Metric | Weighting | Target | Actual | % of Target Attainment | Individual Multiplier | Payout ($) |
|---|---|---|---|---|---|---|
| Revenue (ex certain VMware; $mm) | 50% of Corporate (Corporate weighted 100% for Kawwas) | $50,288 | $51,271 | 110% | 120% | $1,105,507 (153% of target) |
| Adjusted Non-GAAP Operating Margin (%) | 50% of Corporate | 58.6% | 62.3% | 146% | 120% | $1,105,507 (153% of target) |
Notes:
- For Kawwas, APB Corporate goals are weighted 100%; division goals not applicable given breadth of role .
- APB payout outcome: $1,105,507 (153% of target) .
Long-Term Incentives and Vesting
- No new annual equity grant in FY 2024; the 2023 Kawwas PSU Award granted in fiscal 2023 was front-loaded to cover five years of annual equity awards .
- Company does not grant stock options since 2015 (except assumed/substituted in acquisitions) .
PSU Earn-outs (2019 Multi-Year Awards; select tranches)
| Award Cohort | Performance Period End | Relative TSR Percentile | % of Target Shares Earned | Shares Earned (Kawwas) |
|---|---|---|---|---|
| 2019 Multi-Year (vesting started FY2020), Periods 1–4 | 2021–2024 | 92nd/93rd/91st/99th | 25%/25%/25%/125% | 25,000/25,000/25,000/125,000; Total 200,000 |
| 2019 Multi-Year (vesting started FY2021), Periods 1–3 | 2022–2024 | 69th/74th/98th | 25%/25%/25% | 25,000/25,000/25,000 |
| 2019 Multi-Year (vesting started FY2022), Periods 1–2 | 2023–2024 | 61st/99th | 25%/25% | 25,000/25,000 |
2023 Kawwas PSU Award (granted 10/31/2022) – Stock Price Hurdles
- Structure: 3,000,000 PSUs subject to stock price hurdles; Earning Period runs from after the 3rd anniversary through the 5th anniversary of grant (Oct 31, 2025–Oct 31, 2027). One-third earns at each hurdle; no interpolation; all earned shares require continued employment through Oct 31, 2027 .
- Change-in-control/termination measurement substitutes CAGR milestones (11.9%, 15.1%, 19.1%) if event occurs before Earning Period .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 757,520 shares (includes 696,730 in a trust; 2,800 aggregate held by his children; 50,000 RSUs vesting within 60 days) . |
| Ownership % of Outstanding | Less than 1% (“*” in filing; 4,701,930,317 shares outstanding as of Feb 21, 2025) . |
| Unvested/Unearned Awards (FY2024 year-end) | RSUs: 25,000 ($4.223M); RSUs: 50,000 ($8.446M); PSUs (2019 cohorts tracking above target): 125,000 ($21.115M) and 150,000 ($25.338M); PSUs (price-hurdle 2023 award): 3,000,000 ($506.76M) . |
| Stock Ownership Guidelines | Other Executive Officers: 3x base salary; all NEOs in compliance as of record date . |
| Hedging/Pledging | Hedging and pledging prohibited except limited board-approved exceptions; no pledging by Kawwas disclosed . |
| ESPP Participation | Executive officers eligible to participate at 15% discount with six-month look-back . |
| Clawback Policy | Board-approved clawback aligned with SEC/Nasdaq; repayment of incentive comp upon restatement if overpaid vs restated results . |
Employment Terms
| Scenario | Cash Salary | Bonus Basis | Health Coverage | Equity Acceleration |
|---|---|---|---|---|
| Double Trigger (CoC + Covered Termination within 12 months) | 12 months | 100% (lesser of prior-year actual or target) | 12 months | Full RSU acceleration; PSU acceleration with deemed satisfaction per award terms (TSR measured up to change date; price-hurdle awards use greater of pre-CoC performance or transaction price; CAGR milestones if before Earning Period) . |
| Termination not in connection with CoC (Covered Termination) | 9 months | 50% (lesser of prior-year actual or prior-year target) | 6 months | Prorated PSU shares determined using performance up to termination; if before Earning Period, based on CAGR milestone substitution . |
Other terms:
- No executive employment contracts; senior management not bound by written employment agreements; no key person insurance maintained, highlighting succession risk; underscores retention importance of multi-year equity awards .
Performance & Track Record
- Delivered +7% semiconductor segment revenue growth; exceeded AI revenue target ($7.5B) with >$12B actual, representing 41% of segment revenue; led AI product strategy, including Broadcom AI Day; implemented supply chain diversification and resiliency .
- FY2024 corporate outcomes: record revenue ($51.6B), CFO ($20.0B), FCF ($19.4B); increased quarterly dividend 11% in Q1 FY2025; five-year TSR 561% .
- Value realized on vesting in FY2024: 309,800 shares; $37,643,345 realized (long-term vesting, not considered FY compensation) .
Compensation Structure Analysis
- High “at-risk” mix: For NEOs, >90% variable; Kawwas received front-loaded PSUs in 2023, and no annual equity in 2024 to enhance retention and alignment .
- Option usage: none since 2015 (lower leverage vs RSU/PSU), reducing repricing risk; no dividend equivalents on unearned RSUs/PSUs .
- Governance features: No excise tax gross-ups; no single-trigger CoC; robust stock ownership guidelines; ban on hedging/pledging; clawback adopted .
Multi-year Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | $706,946 | $721,000 | $736,847 (53-week year) |
| Stock Awards ($) | — | $48,162,000 | — |
| Non-Equity Incentive ($) | $1,589,720 | $781,715 | $1,105,507 |
| All Other Compensation ($) | $18,300 | $19,800 | $20,700 |
| Total ($) | $2,314,967 | $49,684,515 | $1,863,054 |
Equity Awards Outstanding (FY2024 year-end)
| Grant | Type | Unvested/Unearned Shares | Market Value ($) |
|---|---|---|---|
| 01/15/2019 | RSU | 25,000 | $4,223,000 |
| 01/15/2019 | RSU | 50,000 | $8,446,000 |
| 01/15/2019 (Multi-Year) | PSU (tracking above target) | 125,000 | $21,115,000 |
| 01/15/2019 (Multi-Year) | PSU (tracking above target) | 150,000 | $25,338,000 |
| 10/31/2022 (2023 PSU Award) | PSU (price hurdles) | 3,000,000 | $506,760,000 |
Note: Market values at $168.92 close on Nov 1, 2024 .
Equity Ownership Detail
| Holder | Shares |
|---|---|
| Kawwas beneficial total | 757,520 (includes trust and family holdings; RSUs vesting within 60 days) |
| Outstanding shares | 4,701,930,317 (as of Feb 21, 2025) |
Risk Indicators & Red Flags
- Front-loaded price-hurdle PSU creates strong retention and performance alignment; but potential for significant acceleration under CoC via CAGR/price tests (dilution/overhang considerations) .
- No hedging/pledging by Kawwas; board allows limited pledging exceptions only—none applicable to him .
- Robust clawback; no excise tax gross-ups; no single-trigger CoC; reduces shareholder-unfriendly risks .
- Senior management succession risk noted; no employment contracts/key person insurance; reinforces importance of multi-year equity retention design .
Employment & Contracts
- Severance/change-in-control: Double-trigger benefits include 12 months salary, 100% bonus, 12 months health and full RSU/PSU acceleration with TSR/CAGR mechanics; non-CoC terminations include 9 months salary, 50% bonus, 6 months health and prorated equity under TSR/CAGR rules .
- Non-compete/non-solicit/garden leave/post-termination consulting: Not disclosed in filings; skip.
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay support: 61%; board engaged with investors, reaffirmed front-loaded awards and disclosure enhancements; CEO succession planning emphasized; context applies program-wide including Kawwas’s PSU front-loading .
Expertise & Qualifications
- Ph.D. technical background; decades of semiconductor and networking leadership across product, marketing, sales, operations; positions at LSI/Nortel underpin deep domain and go-to-market execution .
Work History & Career Trajectory
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Broadcom | President, SSG | 2022–present | Oversees semiconductor solutions . |
| Broadcom | COO | 2020–2022 | Enterprise operations . |
| Broadcom | SVP/Chief Sales Officer | 2014–2020 | Global sales leadership . |
| LSI Corporation | Head, Worldwide Sales | 2010–2014 | Pre-acquisition leadership . |
| LSI Corporation | VP Sales/Marketing; VP Marketing | 2007–2010 | Networking/storage . |
| Nortel Networks | PLM leader | Pre-2007 | Optical Ethernet/MSE portfolio . |
Investment Implications
- Alignment: Kawwas’s compensation is predominantly performance-based with significant multi-year PSU exposure, including stringent stock-price hurdles—strong alignment with shareholder returns while creating retention through 2027 .
- Execution signals: FY2024 APB overachievement on revenue and margin, AI revenue outperformance, and substantive PSU earn-outs from prior awards indicate delivery against aggressive targets in Kawwas’s domain .
- Overhang/CoC sensitivity: The large 2023 PSU award (3.0M shares potential) and acceleration mechanics may represent material equity overhang and event risk under change-in-control; monitor dilution and PSU progress vs hurdles/CAGR .
- Governance mitigants: No options; clawback; anti-hedging/pledging; no gross-ups; stock ownership guideline compliance—all supportive of pay-for-performance discipline .