Diane M. Bryant
Director at AVGO
Board
About Diane M. Bryant
Independent director of Broadcom Inc. since 2019; age 62. Former CEO of NovaSignal Corp. (Jan 2020–Jun 2023), COO of Google Cloud at Alphabet (Dec 2017–Jul 2018), and senior executive at Intel (Group President/EVP & GM of Data Center Group; Corporate VP & CIO). She serves on the Chancellor’s Board of Advisors at UC Davis and is a current director of Haemonetics Corporation; she previously served as a director of United Technologies Corporation (Jan 2017–Apr 2020). Committee assignment at Broadcom: Compensation Committee member.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NovaSignal Corp. | Chief Executive Officer | Jan 2020 – Jun 2023 | Led medical technology/data firm focused on brain health assessment and management. |
| Alphabet Inc. (Google Cloud) | Chief Operating Officer | Dec 2017 – Jul 2018 | Senior operating role in cloud; short tenure reflects transition. |
| Intel Corporation | Group President/EVP & GM, Data Center Group; Corporate VP & CIO | Various years (prior to 2017) | Led server, storage, network platforms; prior CIO role underscoring enterprise IT expertise. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Haemonetics Corporation | Director | Current | Public company board service. |
| University of California, Davis | Chancellor’s Board of Advisors | Current | Advisory/non-profit role. |
| United Technologies Corporation | Director | Jan 2017 – Apr 2020 | Board service ended at UTX’s merger creating Raytheon Technologies. |
Board Governance
- Independence: The Board determined Ms. Bryant is independent under Nasdaq standards.
- Committee assignments: Compensation Committee member; the committee met five times in FY2024.
- Board/committee attendance: Each director attended at least 75% of aggregate Board and applicable committee meetings in FY2024; the Board held eight meetings; all nominees attended the 2024 annual meeting.
- Election outcomes (shareholder support):
| Metric | 2024 Annual Meeting | 2025 Annual Meeting |
|---|---|---|
| Votes For | 342,815,163 | 3,639,441,896 |
| Votes Against | 30,824,708 | 24,472,502 |
| Abstain | 391,307 | 4,239,647 |
| Broker Non-Votes | 39,301,578 | 437,172,957 |
Fixed Compensation
Director cash compensation program (FY2024):
| Pay Component | Annual Fees |
|---|---|
| Annual Retainer (all non-employee directors) | $105,000 |
| Compensation Committee member (other than Chair) | $10,000 |
| Audit Committee member (other than Chair) | $15,000 |
| NESG Committee member (other than Chair) | $10,000 |
| Chair adders (Audit/Comp/NESG; FY2024) | $40,000 / $30,000 / $25,000 |
| Chair adders updated (approved Dec 2024; effective going forward) | Independent Chair $175,000; Audit Chair $45,000; NESG Chair $27,500 |
Diane M. Bryant FY2024 cash received:
| Metric | FY2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | $115,000 |
Performance Compensation
Director equity program and awards:
| Metric | FY2024 | FY2025 Policy Update |
|---|---|---|
| Initial RSU award (upon appointment) target value | $250,000 | $275,000 |
| Annual RSU award (granted at annual meeting) target value | $250,000 | $275,000 |
| RSU vesting terms | Vests in full on earlier of 1 year from grant or next annual meeting; service-contingent. | Same terms. |
Diane M. Bryant FY2024 equity grant detail:
| Grant Date | Shares Granted (RSUs) | Grant Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|
| Apr 22, 2024 | 1,890 | $227,567 | Vests in full on earlier of first anniversary or next annual meeting; service-contingent. |
Other Directorships & Interlocks
- Current public company board: Haemonetics Corporation.
- Prior public company board: United Technologies Corporation (ended Apr 2020).
- Other affiliations: UC Davis Chancellor’s Board of Advisors.
- Interlocks/related-party exposure: Broadcom notes that from time to time it transacts at arms’ length with entities where directors have relationships; all related party transactions require Audit Committee approval. No specific related party transactions disclosed involving Ms. Bryant.
Expertise & Qualifications
- Business Development & Strategy; Cybersecurity; Executive Leadership; Global Business; Manufacturing/Supply Chain; Semiconductor; Software/Cloud Computing; Technology/Innovation.
Equity Ownership
| Metric | Value |
|---|---|
| Shares Beneficially Owned | 6,780; includes 320 shares held by The Diane M. Bryant Trust u/a/d 11/08/17 and 1,890 shares she has the right to acquire within 60 days upon RSU vesting. |
| Ownership % of Common Stock | * (less than 1%) |
| RSUs outstanding (as of Nov 3, 2024) | 1,890 |
| Pledged Shares | None; policy prohibits pledging except limited exceptions—no other directors or executive officers (besides Dr. Samueli’s approved exception) have pledged shares. |
| Stock Ownership Guidelines | Non-employee directors must hold stock equal to 5x annual cash retainer; all non-employee directors (including Ms. Bryant) were in compliance as of the Record Date. |
Governance Assessment
- Committee effectiveness: As a member of the Compensation Committee (5 meetings FY2024), Bryant participates in executive and director pay design, succession planning input, ownership guidelines, and oversight of independent compensation consultant Meridian (which the committee deemed independent and conflict-free). No compensation committee interlocks or insider participation; all members are independent non-employees.
- Independence and engagement: Board determined Bryant is independent; Board held eight meetings; each director met at least the 75% attendance threshold; all nominees attended the 2024 annual meeting—indicating baseline engagement.
- Shareholder signals: Strong and increasing shareholder support for her election (see vote tables). Advisory say‑on‑pay was approved in 2025 (3,387,380,526 For; 274,703,048 Against; 6,070,471 Abstain), following a 61% say‑on‑pay approval in 2024 and subsequent enhanced disclosures and program responsiveness led by the Compensation Committee—where Bryant serves.
- Alignment: Director pay mix emphasizes equity via annual RSUs (service-based vesting), supporting ownership alignment; Ms. Bryant’s beneficial ownership and RSUs, coupled with Broadcom’s strict anti-hedging/anti-pledging policy and director ownership guidelines, reinforce alignment with shareholders.
- Conflicts/related-party risk: No specific related-party transactions disclosed involving Ms. Bryant; all such transactions require Audit Committee approval.
- RED FLAGS: None identified specific to Bryant. Board-level note: the Board approved a limited pledging exception for the independent Chairman (Dr. Samueli) with strict parameters and oversight; while monitored by the NESG Committee, this is not attributable to Bryant.
Overall: Bryant brings deep semiconductor, cloud, and enterprise leadership to Broadcom’s Board, serves on the Compensation Committee without interlocks, maintains independence and ownership guideline compliance, and exhibits strong shareholder support—factors that generally bolster investor confidence in governance quality.