Eddy W. Hartenstein
BroadcomAbout Eddy W. Hartenstein
Independent director of Broadcom Inc. since 2016 and Lead Independent Director since 2018; age 74. Former CEO of the Los Angeles Times and DIRECTV; previously co-President/CEO of Tribune Company. Recognitions include induction into the National Academy of Engineering and multiple industry halls of fame. Currently serves as a director of Sirius XM Holdings Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Los Angeles Times | Publisher & CEO | 2008–2014 | Led transformation of major media asset |
| Tribune Company | Co-President; President & CEO | 2010–2013 | Oversaw multimedia & broadcasting operations |
| DIRECTV Inc. | President; CEO; Chairman | 1990–2004 | Guided growth of satellite TV leader; Chairman 2001–2004; Vice Chair at The DIRECTV Group 2003–2004 |
| Broadcom Corporation | Director | 2008–2016 | Predecessor board experience aligned to AVGO evolution |
| Rovi Corporation | Director | 2015–2016 | Transition to TiVo era |
| SanDisk Corporation | Director | 2005–2016 | Semiconductor/storage expertise |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Sirius XM Holdings Inc. | Director | Current | Public company board service |
| TiVo Corporation | Director | 2016–2020 | Post-Rovi acquisition stewardship |
| Tribune Publishing Company | Director | 2014–2020 | Media governance |
| Yahoo, Inc. | Director | 2016–2017 | Technology/media oversight |
Board Governance
- Independence: Board deems Hartenstein independent under Nasdaq standards .
- Lead Independent Director: Serves as LID coordinating agendas and presiding over executive sessions .
- Committees: Compensation (member), NESG (Chair), Executive (member) .
- Attendance: Board held 8 meetings in FY2024; each director attended at least 75% of Board/committee meetings; independent directors met in regular executive sessions; all nominees attended 2024 annual meeting .
| Committee | Role | FY2024 Meetings | Primary Oversight |
|---|---|---|---|
| NESG | Chair | 4 | Corporate governance, director succession, ESG/corporate responsibility, board/committee evaluations |
| Compensation | Member | 5 | Executive and director pay, risk in comp, succession input, consultant oversight |
| Executive | Member | 2 | Transaction approvals within thresholds; strategic reviews, capital structure recommendations |
Fixed Compensation
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Annual Retainer | $105,000 | Standard for non-employee directors |
| Lead Independent Director fee | $100,000 | Additional annual fee for LID role |
| NESG Committee Chair fee | $25,000 | Chair premium |
| Compensation Committee member fee | $10,000 | Member fee |
| Audit/other meeting fees | $0 | No per-meeting fees disclosed |
| Total Cash (Hartenstein) | $240,000 | Matches reported cash fees earned |
In December 2024, fee levels for certain roles were increased prospectively (Chairman to $175,000; Audit Chair to $45,000; NESG Chair to $27,500); LID and member fees unchanged .
Performance Compensation
Directors receive time-based RSUs; no performance-based metrics (PSUs/options) are used for director compensation.
| Grant | Shares | Grant Date | Fair Value | Vesting |
|---|---|---|---|---|
| Annual RSU (FY2024) | 1,890 | Apr 22, 2024 | $227,567 | Vests in full on earlier of first anniversary or next annual meeting, subject to continued service |
| Program target (FY2024) | — | — | $250,000 | Target value per annual RSU grant (initial and annual) |
| Program target (FY2025+) | — | — | $275,000 | Target value increased effective December 2024 |
Other Directorships & Interlocks
- Current public board: Sirius XM Holdings Inc. .
- Prior public boards: TiVo, Tribune Publishing, Yahoo, SanDisk; AVGO predecessor (Broadcom Corporation) .
- Committee interlocks: Compensation Committee disclosure notes no interlocks/insider participation among AVGO executives and other issuers’ boards/comp committees in FY2024 .
Expertise & Qualifications
- Skills: Business Development & Strategy, Executive Leadership, Finance/Accounting, Global Business, Semiconductor, Technology/Innovation .
- Honors: National Academy of Engineering (member), industry Hall of Fame inductions, lifetime achievement Emmy .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Breakdown |
|---|---|---|---|
| Eddy W. Hartenstein | 48,290 | <1% | Includes 46,400 in Hartenstein Family Trust; plus 1,890 RSUs vesting within 60 days of Feb 21, 2025 |
| Director Stock Ownership Guideline | 5x annual cash retainer | — | All non-employee directors met guidelines as of record date |
| Anti-hedging/pledging | Prohibited | — | No pledging by directors except limited exception granted to Chair (Samueli); no other director or executive has pledged |
Governance Assessment
- Board effectiveness: As LID and NESG Chair, Hartenstein anchors governance, board refreshment, director independence assessments, and corporate responsibility oversight—positive signals for board process quality .
- Independence & alignment: Independent status, robust ownership guidelines met, and director equity as annual RSUs support alignment without undue risk-taking .
- Attendance/engagement: At least 75% attendance with executive sessions; presence on multiple committees indicates material engagement .
- Compensation mix: Cash retainer and role-based fees balanced with time-based RSUs; no options, PSUs, or per-meeting fees—reduces pay-for-attendance distortions; 2025 RSU target uplift modestly increases equity weighting .
- Conflicts/related-party exposure: No Hartenstein-specific related-party transactions disclosed; AVGO maintains Audit Committee approval procedures for any related-party dealings .
- Shareholder signals: 61% Say-on-Pay support in 2024 prompted expanded disclosures and continued engagement—Board responsiveness is notable; as NESG Chair/LID, Hartenstein likely central to this process .
RED FLAGS: None disclosed specific to Hartenstein. Age-based resignation policy requires non-employee directors to offer resignation at age 75—potential near-term refreshment consideration (he is 74) . No hedging/pledging by Hartenstein; only Chair Samueli has a board-approved pledging exception with defined risk parameters .
Executive sessions and succession planning oversight are active (Board discusses CEO succession regularly; NESG reviews board/committee evaluations), with LID role reinforcing independent oversight—positive governance indicator .