Henry Samueli, Ph.D.

About Henry Samueli, Ph.D.

Henry Samueli is the independent Chairman of Broadcom’s Board (since 2018), a director since 2016, age 70, and a semiconductor industry co-founder who served as Broadcom Inc.’s Chief Technical Officer from Feb 2016–Dec 2018 and previously held multiple executive roles at Broadcom Corporation; he is also a Professor at UCLA (on leave since 1995), a Distinguished Adjunct Professor at UC Irvine, co-owner of the NHL’s Anaheim Ducks, and received the IEEE Medal of Honor in 2025 . Broadcom’s Board has formally determined Samueli is an “independent” director under Nasdaq standards, and the company maintains a leadership structure with separate CEO and independent Chairman roles and a Lead Independent Director .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Samueli is an independent director under Nasdaq listing standards .
• Leadership: Broadcom separates CEO and Chairman roles; Samueli is independent Chairman, with Eddy Hartenstein as Lead Independent Director .
• Committee assignments: Samueli chairs the Executive Committee; he is not listed as a member of Audit, Compensation, or NESG .
• Attendance: The Board held eight meetings in fiscal 2024; each director attended at least 75% of aggregate Board/committee meetings; independent directors met in regularly scheduled executive sessions .
• Executive Committee oversight: The Executive Committee (Chair: Samueli) reviewed investments, acquisitions, capital structure, financings, and strategic matters; it met twice in fiscal 2024 .
• Anti‑hedging/pledging policy: Broadcom prohibits hedging and pledging; a limited exception was approved for Samueli’s pledge within strict parameters (≤25% of his beneficially owned shares; aggregate loan ≤12.5% of the fair value of his beneficially owned shares at entry) .

Committee Assignments (FY2024)

Fixed Compensation

• FY2024 cash framework: Annual cash retainer $105,000 for all non‑employee directors; additional annual fees: Independent Chairman $150,000 (approved increase to $175,000 in Dec 2024), Lead Independent Director $100,000, Audit Chair $40,000 (to $45,000 in Dec 2024), Compensation Chair $30,000, NESG Chair $25,000 (to $27,500 in Dec 2024); committee member fees: Audit $15,000, Compensation $10,000, NESG $10,000 .
• Samueli’s actual FY2024 cash earned: $191,250 .

Performance Compensation

• Director equity program (FY2024): Initial RSU target $250,000 (prorated upon appointment) and annual RSU target $250,000 granted on annual meeting date; awards vest in full on the earlier of first anniversary of grant or next annual meeting; targets increased to $275,000 in Dec 2024; shares granted calculated using 30‑day average closing price preceding grant .

Performance metrics: Non‑employee director RSUs are time‑based and not tied to financial/ESG performance metrics; vesting is service‑based per program terms .

Other Directorships & Interlocks

Expertise & Qualifications

• Skills noted by Broadcom: Business Development & Strategy, Executive Leadership, Global Business, Manufacturing/Supply Chain, Semiconductor, Technology/Innovation .
• Honors and affiliations: Fellow of IEEE, American Academy of Arts & Sciences, National Academy of Inventors, Member of National Academy of Engineering; IEEE Medal of Honor (2025) .

Equity Ownership

Governance Assessment

• Strengths

  • Independent Chair with deep semiconductor and engineering expertise; robust governance framework (separate CEO/Chair; Lead Independent Director; majority independent Board) supporting oversight effectiveness .
  • Active Executive Committee leadership (Chair) with defined authority over strategic/financial actions; committee met twice in FY2024, indicating focused work on capital allocation and transactions .
  • Attendance compliance: Board met eight times in FY2024; each director met at least 75% attendance; independent directors held executive sessions regularly, supporting independent oversight .
  • Stockholder engagement: Board directly addressed investor concerns on executive pay, contributing to improved Say‑on‑Pay support (61% in 2024) and clarified CEO award pacing and succession planning disclosures .

• Risks and potential conflicts

  • RED FLAG: Pledging of 16,175,000 Broadcom shares to secure loans for the OCVIBE development project introduces forced‑sale risk; while the Board approved a limited exception with parameters (≤25% of his beneficial shares pledged; loans ≤12.5% of his beneficial ownership’s fair value) and concluded risk is not material, the arrangement still elevates financing/collateral risk and headline sensitivity for investors .
  • Concentrated ownership and multiple entities may raise concerns around liquidity and influence; however, the proxy notes Samueli’s long‑term holder status, that pledged shares are a small fraction of outstanding (≈0.3%), and that he remains vastly above ownership guidelines even excluding pledged shares; NESG Committee monitors the arrangement and reports to the Board .

• Director pay alignment

  • Cash+equity mix consistent with market: fixed retainer plus modest time‑based RSUs (annual target increased from $250k to $275k in Dec 2024), reinforcing service alignment without encouraging risk taking; Samueli’s FY2024 compensation totaled $418,817 (cash $191,250; stock $227,567) .

• Process/controls

  • Clear prohibitions on hedging/pledging with structured exception governance; related‑party transactions require Audit Committee approval; Board uses an independent compensation consultant (Meridian) and assessed its independence .