Harry L. You
Director at AVGO
Board
About Harry L. You
Independent director of Broadcom Inc. since 2019; age 65. He serves as Chair of the Compensation Committee, member of the Audit Committee (designated “audit committee financial expert”), and member of the Executive Committee . The Board has determined he is independent under Nasdaq standards . In fiscal 2024, each director attended at least 75% of Board and committee meetings; the Board met eight times with regular executive sessions of independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EMC Corporation | Executive Vice President, Office of the Chairman (strategy, M&A, JV/VC) | 2008–2016 | Led corporate strategy and new business development |
| BearingPoint Inc. | Chief Executive Officer; Interim Chief Financial Officer | 2005–2007 (CEO); 2005–2006 (Interim CFO) | Turnaround and financial leadership |
| Oracle Corporation | Executive Vice President & Chief Financial Officer | 2004–2005 | CFO oversight and capital markets |
| Accenture Ltd. | Chief Financial Officer | Pre-2004 | Senior finance leadership (CFO) |
| GTY Technology Holdings Inc. | President; Chief Financial Officer | 2016–2019 (CFO to Aug 2019; President in 2016–2019, May 2019) | Public SaaS execution; finance leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rain Enhancement Technologies Holdco, Inc. | Chairman of the Board | Current | Board leadership at a public company (Form 4 filings indicate public listing) |
| dMY Squared Technology Group, Inc. (SPAC) | Interim CEO (since Feb 2025); CFO (since Feb 2022); Chairman | Current | Board notes SPAC service generally requires less time than operating companies |
| IonQ, Inc. | Director | Sep 2021–Feb 2025 | Quantum computing company board service |
| Coliseum Acquisition Corp. (SPAC) | Director | Jun 2023–Dec 2024 | SPAC board service |
| Coupang, Inc.; Genius Sports Limited; Rush Street Interactive, Inc.; Korn/Ferry International | Director (various) | Past | Prior public board service |
Board Governance
- Independence: Board determined You is independent; Hartenstein is Lead Independent Director; Samueli is independent Chairman .
- Committees and roles: Compensation Committee Chair; Audit Committee member (financial expert designation); Executive Committee member .
- Meetings and attendance: Board met 8 times in fiscal 2024; each director attended at least 75% of Board/committee meetings; independent directors met in executive session .
- Committee meetings (fiscal 2024): Audit (7), Compensation (5), Executive (2) .
- Compensation governance: Meridian as independent advisor; no conflicts; annual risk assessment concluded program does not create material adverse risk .
- Say-on-Pay: 61% approval in 2024; Board engaged stockholders and reaffirmed CEO award structure and succession planning disclosures .
Fixed Compensation
| Component | Fiscal 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $105,000 | Paid to all non-employee directors (quarterly) |
| Compensation Committee Chair fee | $30,000 | Additional annual fee |
| Audit Committee member fee | $15,000 | Additional annual fee (non-chair) |
| Executive Committee member fee | $0 | No member fee disclosed |
| Total cash (reported) | $150,000 | Fees earned/paid in cash |
| Annual RSU grant (grant date fair value) | $227,567 | RSU awarded; vests by next annual meeting or 1-year anniversary |
| Total director compensation (reported) | $377,567 | Cash + stock awards |
Additional fee changes approved in Dec 2024 (effective going forward): Independent Chairman (+$175,000), Audit Chair (+$45,000), NESG Chair (+$27,500). Compensation Chair remains $30,000 .
Performance Compensation
As Compensation Committee Chair, You oversees executive incentive design. Broadcom’s fiscal 2024 APB Plan used rigorous corporate financial goals; executive equity is primarily PSU-based with TSR hurdles.
| Metric (APB Plan Corporate) | Threshold | Target | Maximum | Actual Attainment | % of Target Attainment |
|---|---|---|---|---|---|
| Revenue (excl. certain VMware revenue) ($MM) | $45,259 | $50,288 | $55,316 | $51,271 | 110% |
| Adjusted non-GAAP operating margin (% of revenue) | 56.6% | 58.6% | 62.6% | 62.3% | 146% |
Notable governance actions: CEO’s 2023 front-loaded PSU award replaces annual cash incentives and equity grants through fiscal 2027; Board reaffirmed no annual cash incentive opportunities or equity grants for CEO during the five-year vesting period .
Other Directorships & Interlocks
- Compensation Committee interlocks: None; members (Bryant, Hartenstein, Low, You) have never been Broadcom officers; no reciprocal executive-service interlocks reported in fiscal 2024 .
- Overboarding controls: Board guidelines cap service at four other public company boards (with stricter limits for sitting public-company CEOs); NESG reviews directors’ commitments; SPAC roles assessed as lower time commitment .
Expertise & Qualifications
- Skills matrix lists You with strengths in Business Development & Strategy, Cybersecurity, Executive Leadership, Finance/Accounting, Global Business, Software/Cloud Computing, Technology/Innovation .
- Audit committee financial expert designation under SEC rules; requisite financial sophistication under Nasdaq rules .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | 30,450 shares as of Feb 21, 2025 (less than 1%) |
| RSUs vesting within 60 days (included in above) | 1,890 shares |
| Director annual RSU guideline | $275,000 target value approved Dec 2024 (effective for future grants) |
| Stock ownership guideline | 5x annual cash retainer for non-employee directors; all directors met guidelines as of Record Date |
| Hedging/Pledging | Hedging prohibited; pledging prohibited absent Board-approved limited exception; no pledges by any director other than a Board-approved exception for Dr. Samueli (0.3% of outstanding) |
Insider Trades
| Date | Transaction | Shares | Price | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|
| Dec 17, 2024 | Open market sale | 6,540 | $240.00 (weighted avg.; range $240.00–$240.14) | 30,450 (includes 1,890 RSUs) | |
| Apr 21, 2025 | RSU grant (director award) | 1,602 | $0 (award grant) | 3,699 prior Form 4 line; director award recorded | |
| Sep 8, 2025 | Open market purchase | 2,050 | $344.7794 | 35,602 (includes 1,602 RSUs) | |
| Sep 9, 2025 | Open market purchase | 1,000 | $339.385 | 35,602 (includes 1,602 RSUs) | |
| Sep 10, 2025 | Open market purchase | 500 | $363.375 | 35,602 (includes 1,602 RSUs); Form 4 filed Sep 10, 2025 |
Governance Assessment
- Strengths: Independent director; Chair of Compensation Committee; SEC-defined financial expert on Audit Committee; robust attendance; skills in finance/technology; clear stock ownership guideline compliance and anti-hedging policy; regular shareholder engagement and responsive compensation governance including CEO award structure .
- Potential watch items: Multiple external roles (including SPAC leadership) require NESG Committee monitoring for time commitments (“overboarding”); Board states SPAC roles require less time but continued review prudent . 2024 Say-on-Pay at 61% shows investor scrutiny; Compensation Committee (chaired by You) engaged and adjusted disclosures; continued tracking of shareholder feedback advised .
- Conflicts/related parties: Audit Committee reviews all related party transactions; proxy does not disclose any specific related party transactions for You; no pledging by You (Board notes only Samueli’s limited exception) .
Overall, You’s deep finance/M&A experience and dual roles on Compensation and Audit (with financial expert designation) support board effectiveness at Broadcom; monitoring external commitments and maintaining ongoing investor dialogue on pay remain priorities .