Kenneth Y. Hao
Director at AVGO
Board
About Kenneth Y. Hao
Kenneth Y. Hao, 56, has served as an independent director of Broadcom Inc. since 2024. He is Chairman and Managing Partner of Silver Lake, a global technology investment firm, since December 2019; he joined Silver Lake in 2000 and previously served as Managing Partner and Managing Director (2012–2019). Prior to Silver Lake, Hao held various roles including Managing Director at Hambrecht & Quist (now part of J.P. Morgan) from 1990 to 1999, bringing deep technology investing and M&A experience to Broadcom’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Silver Lake | Chairman & Managing Partner | Dec 2019–present | Leads global technology investing; governance experience |
| Silver Lake | Managing Partner & Managing Director | 2012–2019 | Senior leadership; tech investment oversight |
| Hambrecht & Quist (now J.P. Morgan) | Managing Director; various roles | 1990–1999 | Tech banking; capital markets/M&A execution |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| SolarWinds Corporation | Director | Current | Public company board |
| Splunk Inc. | Director | Jul 2021–Mar 2024 | Exited 2024 |
| NortonLifeLock Inc. (formerly Symantec) | Director | Mar 2016–Sep 2022 | Cybersecurity exposure |
| SMART Global Holdings, Inc. | Director | Apr 2011–Apr 2021 | Semiconductor/IT hardware exposure |
Board Governance
- Independence: The Board determined Hao is “independent” under Nasdaq listing standards; eight of nine nominees are independent .
- Committee assignments: None; Mr. Hao has not been appointed to any committees (Audit, Compensation, NESG, Executive) .
- Attendance and engagement: Board held eight meetings in fiscal 2024; each director attended at least 75% of the aggregate meetings of the Board and committees on which they served; all nominees attended the 2024 annual meeting .
- Board structure: Separate Chair and CEO, with a Lead Independent Director; independent directors meet in executive session regularly .
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual cash fees earned | $78,750 | Reflects partial-year service and no committee fees |
| Stock awards (RSUs) – grant date fair value | $283,272 | 450 shares granted on Feb 5, 2024 (appointment); 1,890 shares on Apr 22, 2024 (post-election) |
| Annual director cash retainer (program) | $105,000 | Payable quarterly |
| Committee chair/member fees (program) | Audit Chair $40,000; Comp Chair $30,000; NESG Chair $25,000; Audit member $15,000; Comp member $10,000; NESG member $10,000 | |
| Program changes (Dec 2024) | Chair add-ons increased: Independent Chair $175,000; Audit Chair $45,000; NESG Chair $27,500. Equity targets increased to $275,000 initial + annual RSU going forward |
Director RSU grants and vesting
| Grant | Shares | Vesting | Methodology |
|---|---|---|---|
| Initial RSU (appointment) | 450 | Vest in full at earlier of 1-year from grant or next annual meeting, subject to service | Value based on 30-day average closing price preceding grant |
| Annual RSU (post-election) | 1,890 | Same vest mechanics | Same valuation method |
Performance Compensation
- None disclosed for non-employee directors. Director equity is service-based RSUs; no performance metrics are tied to director compensation .
Other Directorships & Interlocks
| Company | Relationship to AVGO | Potential Interlock Risk |
|---|---|---|
| SolarWinds (current) | Software/network management; potential customer/partner universe | Ordinary-course transactions with entities where directors have roles are possible; Audit Committee pre-approves/oversees any related-party transactions . |
| Splunk (former) | Enterprise analytics software | Same governance controls apply . |
| NortonLifeLock/Symantec (former) | Consumer cybersecurity | Same governance controls apply . |
| SMART Global (former) | Hardware/semiconductor | Same governance controls apply . |
Related-party approval and independence safeguards: Audit Committee reviews and must approve related-party transactions; the Board assesses independence considering roles where a director is a director/executive/beneficial owner of another entity .
Expertise & Qualifications
- Skills matrix shows Hao’s expertise in Business Development & Strategy, Cybersecurity, Executive Leadership, Finance/Accounting, Global Business, Semiconductor, Software/Cloud Computing, and Technology/Innovation .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Shares beneficially owned | 1,626,440 | “*” indicates <1% ownership |
| Breakdown | 1,066,000 (LLC); 504,180 (charitable family foundation); 53,920 (family partnership); plus 1,890 RSUs vesting within 60 days | |
| Shares outstanding (Record Date) | 4,701,930,317 | Basis for percentage computations |
| RSUs outstanding (as of 11/3/2024) | 1,890 | Director RSU program |
| Pledged shares | None | “No other executive officer or director…has pledged shares”; only a limited exception approved for Chairman Samueli, with parameters and oversight |
| Stock ownership guidelines | 5x annual cash retainer for non-employee directors; all directors met guideline as of Record Date | |
| Hedging/shorting | Prohibited for directors and employees |
Governance Assessment
- Committee engagement: As a newer director (since 2024), Hao is not yet on a committee—limiting direct influence on audit/compensation/ESG oversight in the near term; Board should consider upcoming committee placements to leverage his technology investing and cybersecurity expertise .
- Independence and alignment: Classified independent; meets robust ownership guidelines; subject to strict anti-hedging/anti-pledging policies; no pledging—positive alignment signal .
- Attendance and participation: Board met 8 times; all directors ≥75% attendance and attended the annual meeting—baseline engagement met .
- Compensation: Standard non-employee director pay with time-based RSUs; no options, no performance-linked director pay—low risk of misaligned incentives; program tightened/increased equity from $250k to $275k beginning Dec 2024 reflecting market competitiveness .
- Potential conflicts: As Silver Lake Chairman & Managing Partner, broad tech holdings may overlap with AVGO’s customer/partner ecosystem; however, related-party transaction policy and independence framework provide formal controls and Audit Committee oversight. Flag ordinary-course dealings with entities linked to directors as monitored and pre-approved .
- Board signals: Independent leadership structure (separate Chair, LID), executive sessions, succession planning focus; prior say-on-pay support was 61% in 2024, indicating investor scrutiny of pay—ongoing board responsiveness disclosed; overall governance framework appears robust .
RED FLAGS: None disclosed specific to Hao (no pledging, no related-party transaction identified). Monitoring point: future committee assignment to ensure direct involvement in risk/comp oversight; continued vigilance on any Silver Lake portfolio interactions with AVGO under related-party policy .