Mark D. Brazeal
Chief Legal and Corporate Affairs Officer at AVGO
Executive
About Mark D. Brazeal
Mark D. Brazeal is Broadcom’s Chief Legal and Corporate Affairs Officer; he was promoted on December 15, 2021 from Chief Legal Officer to his current role, adding corporate affairs to his responsibilities . In fiscal 2024, the Compensation Committee credited him with leading global regulatory approvals to close the VMware acquisition and supporting integration, while overseeing litigation, compliance, governance, M&A, cybersecurity, and privacy across a large global legal team . Underpinning incentive design and realized outcomes, Broadcom’s multi‑year relative TSR performance for Brazeal’s PSU awards has ranged from the 69th to the 98th percentile across completed performance periods, and 2019 multi‑year awards delivered 200% of target at the 99th percentile for the fourth performance period . As broader context, Broadcom delivered FY2022 revenue of $33,203 million (+21% YoY), GAAP operating income +67% YoY, and free cash flow +22% YoY, supporting the company’s pay‑for‑performance posture .
Past Roles
| Organization | Role | Years (disclosed) | Strategic Impact |
|---|---|---|---|
| Broadcom Inc. | Chief Legal and Corporate Affairs Officer | Promoted Dec 15, 2021 | Led global regulatory approvals to close VMware, oversaw integration, and managed legal, compliance, governance, M&A, cybersecurity, and privacy . |
| Broadcom Inc. | Chief Legal Officer | Prior to Dec 15, 2021 (date not otherwise disclosed) | Promotion described as adding corporate affairs to his continuing Chief Legal Officer responsibilities . |
Fixed Compensation
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Base Salary ($) | 504,962 | 515,000 | 526,319 (note: FY2024 had 53 weeks) |
| Target Bonus (% of base) | 100% | 100% | 100% |
| Actual Bonus Paid ($) | 885,701 | 649,984 | 703,824 |
Performance Compensation
Annual Cash Incentive (APB Plan) – Results by Year
| Metric/Outcome | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Corporate Revenue result (% of target) | 150% | 95% | 110% |
| Corporate Adjusted Non‑GAAP Operating Margin result (%) | 150% | 86% | 146% |
| Division Financial & Strategic Goals result (%) | 120% | 120% | 100% |
| Individual Multiplier (%) | Included in attainment | 120% | 120% |
| Bonus Payout (% of Target) | 135% | 126% | 137% |
| Bonus Payout ($) | 885,701 | 649,984 | 703,824 |
- FY2022 weighting for NEOs included Revenue (25%), Adjusted Non‑GAAP Operating Margin (25%), and Division goals (50%) .
Long‑Term Incentive (Equity) – Key Grants, Structure, and Vesting
| Grant Date | Instrument | Target/Earned Shares | Vesting Schedule | Performance Basis | Notables |
|---|---|---|---|---|---|
| 12/15/2021 | Promotion RSU | 8,000 target (part of broader 40,000 unvested as of FY2024 YE) | 25% per year on each anniversary of grant | Service‑based | Promotion RSUs tied to promotion to Chief Legal & Corporate Affairs Officer . |
| 12/15/2021 | Promotion PSU | 8,000 target (100,000 unearned shares outstanding across the 12/15/21 PSU line as of FY2024 YE) | Four overlapping performance periods; vest annually to the extent earned | Relative TSR vs S&P 500; absolute TSR cap/floor; up to 200% aggregate; no payout if below 25th percentile | Earned 25% (20,000 shares) for each of the 1st, 2nd, and 3rd periods (69th, 74th, and 98th percentile), with the 3rd period shares vesting on Dec 15, 2024 . |
| 03/15/2023 | RSU (2023 Spears/Brazeal Award) | 37,500 unvested at FY2024 YE | 25% on each anniversary of vesting start date (03/15/2023) | Service‑based | Staggered vesting start dates across 2023/2024 sub‑tranches . |
| 03/15/2023 | PSU (2023 Spears/Brazeal Award) | 87,500 unearned at FY2024 YE | Four overlapping performance periods; 25% per period; annual vesting to extent earned | Relative TSR with 200% max aggregate, 25th percentile floor | For first period ending 3/1/2024, Relative TSR at 61st percentile (25% earned = 12,500 shares) . |
| 03/15/2023 | RSU (2023 Spears/Brazeal Award) | 50,000 unvested at FY2024 YE | 25% on each anniversary of vesting start date (03/15/2024) | Service‑based | Second staggered start date . |
| 03/15/2023 | PSU (2023 Spears/Brazeal Award) | 100,000 unearned at FY2024 YE | Four overlapping performance periods starting 03/02/2024; annual vesting to extent earned | Relative TSR; 200% max aggregate, 25th percentile floor | First period ending 3/1/2025 in‑progress as of FY2024 YE . |
| 03/15/2024 | RSU (2024 Brazeal Award) | 100,000 shares; grant‑date fair value $11,862,800 | 25% on each anniversary of grant | Service‑based | Retention‑driven annual award in recognition of VMware regulatory leadership; half RSU/half PSU . |
| 03/15/2024 | PSU (2024 Brazeal Award) | Target 100,000; Max 200,000; grant‑date fair value $15,868,300 | Four overlapping performance periods; annual vesting to extent earned | Relative TSR; 200% max aggregate, 25th percentile floor | New annual award; first performance period ends 3/1/2025 . |
- No stock options outstanding at FY2022 year‑end for NEOs; equity mix is RSUs/PSUs (no options disclosed) .
Realized Vesting Value (select disclosures)
| Year | Shares Vested (Brazeal) | Value Realized on Vesting ($) |
|---|---|---|
| FY2022 | 21,750 | 12,927,855 |
| FY2023 | 26,580 | 16,367,983 |
Equity Ownership & Alignment
- Stock ownership guidelines require other executive officers to hold shares equal to 3x base salary; based on the record date, all NEOs met the guideline .
- Insider trading policy prohibits hedging and pledging; only a limited, board‑approved pledge exception was granted to the Chairman (Dr. Samueli). The proxy explicitly states no other executive officer or director (or immediate family members) has pledged shares .
- As of February 21, 2025, Mr. Brazeal had the right to acquire 87,500 shares within 60 days upon RSU vesting; PSUs for performance periods ending March 1, 2025 are excluded from that count .
Selected outstanding equity positions at FY2024 year‑end (Nov 3, 2024; valued at $168.92/sh):
| Grant Date | Type | Unvested/Unearned Shares (#) | Market/Payout Value ($) | Vest Start Date |
|---|---|---|---|---|
| 01/15/2019 | RSU (2019 Multi‑Year) | 18,750 | 3,167,250 | 03/15/2021 |
| 01/15/2019 | PSU (2019 Multi‑Year) | 93,750 (unearned) | 15,836,250 | 03/15/2021 |
| 01/15/2019 | RSU (2019 Multi‑Year) | 37,500 | 6,334,500 | 03/15/2022 |
| 01/15/2019 | PSU (2019 Multi‑Year) | 112,500 (unearned) | 19,003,500 | 03/15/2022 |
| 12/15/2021 | RSU (Promotion) | 40,000 | 6,756,800 | — |
| 12/15/2021 | PSU (Promotion) | 100,000 (unearned) | 16,892,000 | — |
| 12/15/2021 | PSU earned (3rd period) | 20,000 (earned; unvested until 12/15/2024) | 3,378,400 | — |
| 03/15/2023 | RSU (2023 Award) | 37,500 | 6,334,500 | 03/15/2023 |
| 03/15/2023 | PSU (2023 Award) | 87,500 (unearned) | 14,780,500 | 03/15/2023 |
| 03/15/2023 | RSU (2023 Award) | 50,000 | 8,446,000 | 03/15/2024 |
| 03/15/2023 | PSU (2023 Award) | 100,000 (unearned) | 16,892,000 | 03/15/2024 |
| 03/15/2024 | RSU (2024 Award) | 100,000 | 16,892,000 | — |
| 03/15/2024 | PSU (2024 Award) | 200,000 (unearned; max) | 33,784,000 | — |
Notes: Relative TSR percentiles for Brazeal’s promotion PSU performance periods were 69th, 74th, and 98th for periods ending March 1, 2022/2023/2024, respectively; each period earned 25% (20,000 shares) of target, with the third period shares vesting on December 15, 2024 .
Employment Terms
| Scenario | Salary Continuation | Bonus | Health Benefits | Equity Acceleration | Structure |
|---|---|---|---|---|---|
| Termination without Cause / Good Reason (non‑CIC) | 9 months | 50% | 6 months | None | Severance benefits agreement; release required |
| Change in Control + Covered Termination (Double‑Trigger within 12 months) | 12 months | 100% (lesser of prior year actual or target) | 12 months | RSUs: 100% acceleration; PSUs: up to 100% in Board’s discretion based on performance through change in control (unless award terms supersede) | Double‑trigger; CIC‑specific PSU mechanics described |
Potential payout illustrations (assumed termination date Nov 3, 2024):
- Non‑CIC severance (Brazeal): $386,250 salary, $257,500 bonus, $15,135 health; total $658,885 .
- CIC + termination (Brazeal): $515,000 salary, $515,000 bonus, $30,271 health, $168,497,700 equity acceleration; total $169,557,971 .
Additional policies:
- Clawback policy aligned with SEC and Nasdaq rules for incentive compensation upon restatements .
- Insider trading policy prohibits hedging/pledging; only one board‑approved director exception; no pledges by other executives .
Compensation Structure Analysis
- Mix shift and retention: In March 2024, the Compensation Committee granted a sizable annual equity award to Brazeal (200,000 shares; 50% RSU/50% PSU) specifically to mitigate retention risk and recognize his leadership in closing VMware amid a difficult regulatory environment—indicating high perceived organizational criticality and a retentive tilt in pay mix .
- Performance alignment: Annual cash payouts tracked objective corporate metrics (revenue and adjusted operating margin) plus division goals and an individual multiplier tied to pre‑established qualitative goals, with payouts ranging ~126–137% of target in FY2023–FY2024, and 135% attainment in FY2022, evidencing a responsive pay‑for‑performance design .
- Market‑based LTI: PSU designs are Relative TSR‑based with a 25th percentile floor and up to 200% aggregate cap, preserving downside risk and upside leverage; recent periods saw high relative TSR percentiles (up to 98th) translating into earned tranches .
Performance & Track Record
- Regulatory and integration execution: Led U.S. and international approvals to close the VMware acquisition and ensured integration, including go‑to‑market transformation in software, while managing litigation, compliance, governance, M&A, cybersecurity, data protection and privacy .
- PSU achievement: Promotion PSU earned 25% of target for each of the first three performance periods (69th, 74th, 98th percentile), with the third period shares vesting December 15, 2024; 2023 PSU cycle first period (ending March 1, 2024) earned at 25% (61st percentile) .
Equity Ownership & Vesting Schedules and Insider Selling Pressure
- Vesting cadence can create recurring events: RSUs generally vest 25% annually on each grant anniversary (e.g., 12/15 for 2021 awards; 03/15 for 2023 and 2024 awards), and PSUs earn 25% per performance period and vest on the applicable anniversary, subject to continued service—implying periodic vest events in mid‑December and mid‑March that may lead to tax‑withholding sales or open‑market transactions around those dates .
- Ownership alignment and restrictions: Compliance with ownership guidelines and anti‑hedging/anti‑pledging rules (with no pledges by executive officers) temper misalignment risks .
Investment Implications
- Strong alignment with shareholder outcomes via Relative TSR‑driven PSUs and significant unvested equity; recent high TSR percentiles bolster confidence in the linkage between pay and long‑term performance .
- Retention significance: The 200,000‑share 2024 award (half RSU/half PSU) signals Brazeal’s critical role in Broadcom’s strategy and likely reduces near‑term flight risk; however, it increases future vesting overhang and potential selling pressure around annual vest dates (March 15) .
- Change‑of‑control economics: Double‑trigger terms with full RSU acceleration and PSU treatment up to 100% based on pre‑CIC performance can produce substantial payouts, as illustrated by the ~$170 million CIC scenario; this is standard for large‑cap tech but relevant for M&A probability assessments .
- Governance mitigants: A formal clawback, stringent anti‑hedging/anti‑pledging policy, and ownership guideline compliance reduce risk of misaligned incentives or adverse trading behavior by executives .