Kirsten M. Spears
Chief Financial Officer and Chief Accounting Officer at AVGO
Executive
About Kirsten M. Spears
Kirsten M. Spears is Broadcom Inc.’s Chief Financial Officer and Chief Accounting Officer and one of the company’s named executive officers (NEOs) for fiscal 2024–2025 . Under the leadership of the executive team including Spears, Broadcom delivered record fiscal 2024 revenue of $51.6B, cash from operations of $20.0B, and free cash flow of $19.4B, with five-year TSR of 561% through fiscal 2024 . Her fiscal 2024 APB (annual bonus) achievements included financing and integration work around VMware, disciplined capital allocation, and enabling an 11% dividend increase, reflecting execution on strategic priorities .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Broadcom Inc. | Chief Financial Officer & Chief Accounting Officer | NEO: FY 2024–2025 | Secured $30.4B in bank loans for VMware, reduced bank loans to $13.6B by year-end, and supported dividend increase via increased FCF |
External Roles
No public company directorships or external roles disclosed in the proxy for Spears. (Not disclosed in DEF 14A)
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary (paid) ($) | 403,969 | 412,000 | 421,055 (53-week year) |
| Target Bonus (% of eligible earnings) | 100% | 100% | 100% |
| Stock Awards (grant-date fair value) ($) | — | 14,310,050 | — |
| Non-Equity Incentive (APB payout) ($) | 641,854 | 500,275 | 612,499 |
| All Other Compensation ($) | 18,300 | 19,800 | 20,700 |
| Total ($) | 1,064,123 | 15,242,125 | 1,054,254 |
Performance Compensation
Annual Performance Bonus Plan (APB) — FY 2024 structure and outcomes
| Component | Weighting (Spears) | Target | Actual | Attainment | Notes |
|---|---|---|---|---|---|
| Corporate: Revenue | 25% (50% of corporate pillar) | $50,288M | $51,271M (excl. certain VMware) | 110% | Corporate pillar = 50% of APB for Spears |
| Corporate: Adjusted non-GAAP operating margin | 25% (50% of corporate pillar) | 58.6% | 62.3% | 146% | Margin evenly weighted with revenue |
| Division financial & strategic goals | 50% | Difficult targets (divisional metrics incl. direct expense & fiscal responsibility) | Assessed by Comp Committee | 120% (Spears) | 50% weighting for Spears |
| Individual multiplier | Applied to total | 100% baseline | 120% (Spears) | 120% | Strategic, operational, leadership criteria |
| FY 2024 APB Payout | Calculation | Result |
|---|---|---|
| Spears bonus payout ($) | Target bonus 100% of salary × component attainment × individual multiplier | $612,499 (149% of target) |
Equity Awards (design and vesting)
| Award | Grant Date | Type | Structure | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Promotion PSU Award | 12/15/2020 | PSU | 4 overlapping performance periods | Earn-and-vest annually on grant anniversary; 4th period larger cap | Relative TSR vs S&P 500; absolute TSR floor |
| Annual Equity Awards | 03/15/2023 | RSU + PSU | Staggered vest starts (03/15/2023 and 03/15/2024) | 25% per year each tranche; PSU earned per period | Relative TSR vs S&P 500; absolute TSR floor |
- FY 2024 PSU outcomes for Spears:
- Promotion PSU earned cumulative 200% of target (260,000 shares) over the four periods with Relative TSR at 99th percentile in the final period; shares vested Dec 15, 2024 .
- 2023 PSU (first performance period) earned 25% of target with Relative TSR at 61st percentile .
Equity Ownership & Alignment
Beneficial Ownership (as of 02/21/2025)
| Holder | Shares Beneficially Owned | % of Outstanding | RSUs Vesting ≤60 Days |
|---|---|---|---|
| Kirsten M. Spears | 247,323 | <1% | 56,240 |
- Stock ownership guidelines: Other executive officers must hold stock equal to 3x base salary; all NEOs, including Spears, are in compliance as of the record date .
- Anti-hedging/anti-pledging: Hedging and pledging prohibited for employees and directors; only a limited, Board-approved pledging exception was granted to Broadcom’s Chairman; “No other executive officer or director… has pledged shares” .
Outstanding Equity and Vesting Schedules (FY 2024 year-end)
| Grant Date | Type | Unvested Shares (#) | Unearned PSU Shares (#) | Vest Start | Key Terms |
|---|---|---|---|---|---|
| 01/15/2019 | RSU | 15,620 | — | 03/15/2021 | 25% annually (service-based) |
| 01/15/2019 | RSU | 31,240 | — | 03/15/2022 | 25% annually |
| 12/15/2020 | RSU | 32,500 | — | — | 25% annually |
| 03/15/2023 | RSU | 37,500 | — | 03/15/2023 | 25% annually |
| 03/15/2023 | RSU | 50,000 | — | 03/15/2024 | 25% annually |
| 01/15/2019 | PSU | — | 78,140 (tracking above target) | 03/15/2021 | Relative TSR; capped per period; 200% cap overall |
| 01/15/2019 | PSU | — | 93,760 (tracking above target) | 03/15/2022 | Relative TSR; capped per period; 200% cap overall |
| 12/15/2020 | PSU | — | 162,500 (earned at max; unvested until 12/15/2024) | — | Relative TSR; 200% cap overall; absolute TSR floor |
| 03/15/2023 | PSU | — | 87,500 (tracking above target) | 03/15/2023 | Relative TSR; capped; 200% cap overall |
| 03/15/2023 | PSU | — | 100,000 (tracking above target) | 03/15/2024 | Relative TSR; capped; 200% cap overall |
- 2024 stock vesting: Spears acquired 246,250 shares upon vesting, realizing $29,736,748 in value (multi-year accrual) .
Employment Terms
- Severance and Change-in-Control (CIC):
- CIC (double-trigger): 12 months base salary, 100% of bonus (lesser of prior-year actual or target), 12 months health benefits; full acceleration of RSUs and PSUs (PSU performance deemed at target unless award terms specify otherwise) .
- Non-CIC termination: 9 months base salary, 50% of bonus (lesser of prior-year actual or target), 6 months health benefits; no equity acceleration for Spears .
- Clawback: Board-approved clawback aligned with SEC and Nasdaq rules; recovery of incentive comp upon financial restatement .
- Ownership guidelines: 3x base salary; Spears in compliance .
- Anti-hedging/anti-pledging: Prohibited, with only a limited exception for the Chairman; no pledging by other executives .
- Perquisites: 401(k) employer match ($20,700 in FY 2024) .
Compensation Structure Analysis
- Mix and leverage:
- For Spears and other non-CEO NEOs, equity is half RSUs and half PSUs at target in annual programs; PSUs are earned based on rigorous Relative TSR hurdles with an absolute TSR floor, capped each of the first three performance periods and with aggregate cap of 200% over four years, reinforcing pay-for-performance .
- Company moved away from options since 2015, favoring RSUs/PSUs, lowering repricing risk and tightening alignment with TSR .
- Annual bonus rigor:
- Corporate goals set ex-VMware contributions (unexpected at goal-setting), making attainment harder; FY 2024 targets required substantial effort, and results exceeded targets for both revenue and adjusted operating margin .
- Governance safeguards:
- No excise tax gross-ups, clawback policy, caps on incentive payouts, anti-hedging/pledging, and robust ownership guidelines (compliance achieved), mitigating risk of misalignment .
Related Party Transactions and Red Flags
- Related party transaction procedures overseen by Audit Committee; no Spears-specific related party transactions disclosed .
- Pledging red flag isolated to Chairman; explicitly noted that no other executive officers or directors pledged shares .
- No option repricings; no hedging or pledging permitted for executives; no supplemental pension benefits .
Compensation Peer Group and Say-on-Pay
- Peer group (FY 2024 and FY 2025) comprises large technology companies; selection criteria include revenue and market cap ranges and industry relevance (e.g., AMD, NVIDIA, Cisco, Oracle, Meta, Intuit) .
- Say-on-Pay: FY 2024 support was 61%; Board responded with enhanced disclosure and commitments around off-cycle awards and CEO cash incentives during PSU vesting period .
Investment Implications
- Alignment: Spears’ incentives are strongly tied to TSR and rigorous corporate/divisional performance, with governance safeguards limiting misaligned payouts; equity-heavy pay creates strong alignment with shareholders .
- Retention and selling pressure: Significant unvested RSUs/PSUs and multi-year vesting should support retention; annual vesting creates recurring supply from net-settled awards, though company-level tax withholding on vesting is handled and does not imply open-market selling by executives (Spears’ FY 2024 vesting value $29.7M) .
- CIC economics: Double-trigger equity acceleration and cash severance are standard; equity acceleration at target for PSUs (award-specific terms can differ) could be material in a transaction, but overall structure is consistent with peers .
- Execution record: Financing and rapid deleveraging around VMware ($30.4B loans secured; reduced to $13.6B by FY-end), and dividend increases supported by higher FCF signal disciplined capital allocation under Spears’ finance leadership .