Gayla J. Delly
BroadcomAbout Gayla J. Delly
Gayla J. Delly, age 65, has served as an independent director of Broadcom Inc. since 2017, currently chairing the Audit Committee and serving on the NESG and Executive Committees; she is a certified public accountant and former CEO, President, and CFO of Benchmark Electronics, with prior experience as a senior audit manager at KPMG LLP . Her disclosed skills include finance/accounting, semiconductor, manufacturing/supply chain, global business, executive leadership, technology/innovation, and business development/strategy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Benchmark Electronics Inc. | Chief Executive Officer | 2012–2016 | Led contract manufacturing and engineering services company; executive leadership credentials |
| Benchmark Electronics Inc. | President | 2006–2011 | Operational leadership; manufacturing/supply chain expertise |
| Benchmark Electronics Inc. | EVP & Chief Financial Officer | 2001–2006 | Finance and accounting expertise |
| Benchmark Electronics Inc. | Corporate Controller & Treasurer | 1995–2001 | Internal controls, treasury |
| KPMG LLP | Senior Audit Manager | Not disclosed | CPA; audit and financial reporting oversight |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Flowserve Corporation | Director | Current (dates not disclosed) | Not disclosed |
| Littelfuse, Inc. | Director | Current (dates not disclosed) | Not disclosed |
| National Instruments Corporation | Director | Mar 2020–Oct 2023 | Not disclosed |
| Benchmark Electronics Inc. | Director | 2011–2016 | Not disclosed |
Board Governance
| Committee | Role | Meetings in FY 2024 | Key Responsibilities |
|---|---|---|---|
| Audit Committee | Chair | 7 | Oversees financial statements, internal controls, auditor appointment/independence, internal audit evaluation, financial/operational risk (including cybersecurity/data privacy/IT), compliance, complaint procedures, and related-party transactions |
| NESG Committee | Member | 4 | Corporate governance policy, director nominations/independence, board/committee evaluations, stockholder proposals, director education, ESG oversight (supply chain human rights and climate) |
| Executive Committee | Member | 2 | Reviews and approves investments/M&A/capex within limits; debt financing; treasury matters; recommends strategy, budgets, capital structure/dividend policy, transactions above thresholds; organizational efficiency |
- Independence: The Board determined Ms. Delly is independent under Nasdaq standards; eight of nine current nominees are independent .
- Audit committee financial expert: The Board designated Ms. Delly as an audit committee financial expert; she meets Nasdaq financial sophistication requirements .
- Attendance: The Board held eight meetings in FY 2024; each director attended at least 75% of Board and applicable committee meetings; all director nominees attended the 2024 annual meeting .
- Board leadership: Independent Chairman (Henry Samueli); Lead Independent Director (Eddy W. Hartenstein); roles and structure reviewed annually .
Fixed Compensation
| Name | FY 2024 Fees Earned or Paid in Cash ($) | FY 2024 Stock Awards ($) | FY 2024 Total ($) |
|---|---|---|---|
| Gayla J. Delly | 142,500 | 227,567 | 370,067 |
| FY 2024 Director Cash Fee Schedule | Annual Fees ($) |
|---|---|
| Annual Retainer (non‑employee directors) | 105,000 |
| Audit Committee Chair | 40,000 (raised to 45,000 effective Dec 2024 for future periods) |
| NESG Committee Chair | 25,000 (raised to 27,500 effective Dec 2024 for future periods) |
| Compensation Committee Chair | 30,000 |
| Audit Committee Member (non‑chair) | 15,000 |
| Compensation Committee Member (non‑chair) | 10,000 |
| NESG Committee Member (non‑chair) | 10,000 |
| Lead Independent Director | 100,000 |
| Independent Chairman of the Board | 150,000 (raised to 175,000 effective Dec 2024 for future periods) |
| Director Equity Awards (Structure) | Details |
|---|---|
| Initial RSU award (upon Board appointment) | Target value $250,000; prorated to next annual meeting; increased to $275,000 effective Dec 2024 |
| Annual RSU award (upon annual meeting) | Target value $250,000; increased to $275,000 effective Dec 2024 |
| Shares determination | Award value divided by 30‑day average closing price before grant |
| Vesting | Full vest at earlier of first anniversary or next annual meeting, subject to service |
| FY 2024 Delly Equity Grant Detail | Value |
|---|---|
| Annual RSU grant shares | 1,890 shares (granted Apr 22, 2024) |
| Grant date fair value | $227,567 (ASC 718; closing price adjusted for expected dividends) |
Performance Compensation
| Director Performance Metrics Tied to Compensation | Disclosure |
|---|---|
| Performance metrics (e.g., revenue, EBITDA, TSR) | None disclosed for non‑employee director pay; director equity is time‑based RSUs per policy |
No stock options or SARs are granted in Broadcom’s current equity program; equity grants for executives are RSU/PSU, and director awards are RSUs; options have not been granted since 2015 other than acquisition substitutions .
Other Directorships & Interlocks
| Company | Relationship to AVGO | Commentary |
|---|---|---|
| Flowserve Corporation | External directorship | Industrial equipment manufacturer; no AVGO related‑party transactions disclosed; Board independence affirmed |
| Littelfuse, Inc. | External directorship | Electronic components manufacturer; no AVGO related‑party transactions disclosed; Board independence affirmed |
| National Instruments (prior) | External directorship | Test/measurement supplier (acquired by Emerson); service 2020–2023; no AVGO related‑party transactions disclosed |
| Benchmark Electronics (prior) | External directorship | Prior director 2011–2016; operational/manufacturing background |
- Related‑party transaction oversight resides with the Audit Committee (chaired by Delly), which reviews related‑party dealings; no specific related‑party transactions involving Ms. Delly are disclosed in the proxy .
Expertise & Qualifications
| Skill Area | Delly |
|---|---|
| Finance/Accounting | ✔ |
| Semiconductor | ✔ |
| Manufacturing/Supply Chain | ✔ |
| Global Business | ✔ |
| Executive Leadership | ✔ |
| Technology/Innovation | ✔ |
| Business Development & Strategy | ✔ |
- Audit committee financial expert designation and Nasdaq financial sophistication confirmed .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Gayla J. Delly | 34,750 | <1% | Includes 1,890 shares deliverable within 60 days upon RSU vesting |
| Unvested RSUs Outstanding (as of Nov 3, 2024) | Shares |
|---|---|
| Delly RSUs | 1,890 |
- Stock ownership guidelines: Non‑employee directors must hold shares equal to 5x annual cash retainer; all non‑employee directors met guidelines as of the record date (implies Delly in compliance) .
- Hedging and pledging: Broadcom prohibits hedging and pledging; limited exceptions require NESG and Board approval. A single limited exception was granted to the independent Chairman in Nov 2024; no pledging by Ms. Delly is disclosed .
Governance Assessment
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Strengths:
- Independent director with extensive CFO/CEO experience and CPA credentials; designated audit committee financial expert; chairs a highly active Audit Committee (7 meetings in FY 2024) overseeing financial integrity, controls, auditor oversight, and related‑party transactions .
- Multi‑committee engagement (Audit Chair, NESG, Executive) indicates broad governance influence across risk oversight, nominations/ESG, and strategic capital decisions .
- Attendance expectations met (≥75% across Board/committees) amid eight Board meetings and regular executive sessions; reinforces engagement .
- Ownership alignment via robust guidelines (5x retainer) with compliance confirmed for all non‑employee directors; director equity grants are time‑based RSUs with one‑year vesting cadence .
-
Watchpoints / potential red flags:
- Aggregate director compensation increased for certain roles (Audit Chair fee to $45k and annual RSU target to $275k effective Dec 2024), which modestly raises guaranteed pay components; monitor pay‐for‐service vs workload and outcomes .
- Broader Board governance item: A limited pledge exception was granted to the independent Chairman in Nov 2024 (16,175,000 shares), with defined parameters and oversight; while not related to Delly, pledging at the Board level warrants continued monitoring of risk controls and collateral management .
- Say‑on‑pay result in 2024 was 61% support, signaling investor scrutiny of executive pay; Board reported engagement and program adjustments. As Audit Chair and NESG member, Delly is positioned within oversight of governance/compensation interactions; track responsiveness in 2025–2026 cycles .
-
Compensation structure observations (directors):
- Mix remains cash retainer/committee fees plus annual RSU grants; no performance‑conditioned director equity, options, pensions, or deferred comp plans for directors, limiting misalignment risk but reducing explicit pay‑for‑performance linkage for directors .
Overall, Ms. Delly’s profile suggests strong board effectiveness in financial oversight and governance, high independence, and solid alignment via ownership guidelines and standard director equity. Continued monitoring of board‑level pledging exceptions and investor feedback on compensation governance is prudent .