Henry Samueli, Ph.D.
Chairman of the Board at AVGO
Board
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
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Broadcom Inc. | Chief Technical Officer | Feb 2016–Dec 2018 | Senior technical leadership for product and R&D |
| Broadcom Corporation | Chief Technical Officer | 1991–2008; 2009–2016 | Foundational technology leadership; innovation oversight |
| Broadcom Corporation | Technology Advisor | 2008–2009 | Strategic technology advisory |
| Broadcom Corporation | VP, Research & Development | 1991–2003 | Led R&D organization |
| Broadcom Corporation | Chairman / Co‑Chairman of the Board | 1991–2008; 2011–2016 | Board leadership prior to Avago/Broadcom Inc. combination |
| PairGain Technologies | Co‑founder & Chief Scientist | 1988–1994 | Early telecom innovation and product development |
| TRW, Inc. | Engineering & Management roles | 1980–1985 | Systems engineering and management experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Anaheim Ducks (NHL) | Co‑owner | Since 2005 | Community ties; potential civic influence (non‑public entity) |
| UCLA (ECE Department) | Professor (on leave) | Since 1985; leave since 1995 | Academic leadership; technology expertise |
| UC Irvine (EECS Department) | Distinguished Adjunct Professor | Since 2003 | Academic engagement; innovation ecosystem links |
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)
| Committee | Role |
|---|---|
| Executive | Chair |
| Audit | Not a member |
| Compensation | Not a member |
| NESG | Not a member |
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 .
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $105,000 | Standard non‑employee director retainer |
| Independent Chairman fee | $150,000 | Increased to $175,000 effective Dec 2024 |
| Cash earned by Samueli (FY2024) | $191,250 | Actual fees earned |
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 .
| Grant Type | Grant Date | Shares | Grant‑date Fair Value | Vesting |
|---|---|---|---|---|
| Annual RSU | Apr 22, 2024 | 1,890 | $227,567 | Earlier of 1‑year from grant or next annual meeting, subject to service |
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
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Samueli in Broadcom’s proxy |
| Private/non‑profit/academic | Anaheim Ducks co‑owner; UCLA Professor (on leave); UC Irvine Distinguished Adjunct Professor |
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
| Item | Detail |
|---|---|
| Beneficial ownership (Feb 21, 2025) | 87,907,507 shares; 1.9% of outstanding (4,701,930,317 shares) |
| Ownership vehicles | D95GT LLC: 39,462,697; E95GT LLC: 12,272,030; H&S Portfolio II L.P.: 4,596,900; H&S Investments I, L.P.: 31,573,990; plus 1,890 RSUs vesting within 60 days |
| Pledged shares | 16,175,000 shares pledged on Nov 15, 2024 (≈18% of his beneficial holdings; ≈0.3% of Broadcom’s outstanding shares) |
| Value of pledged shares | ≈$2.7 billion based on closing price on Nov 15, 2024 |
| RSUs outstanding (as of Nov 3, 2024) | 1,890 shares |
| Ownership guideline | Non‑employee directors: 5x annual cash retainer; all directors are in compliance |
| Compliance magnitude | Samueli’s ownership excluding pledged shares ≈29,876× the required amount |
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 .