Broadcom, HPE Lawyers’ Compensation Spikes Higher on Deal Work

The top lawyers for Broadcom Inc. and Hewlett Packard Enterprise Co. received big increases in their total compensation last year, thanks in part due to their work on a pair of major technology sector transactions.

Broadcom disclosed in a proxy statement Monday that chief legal and corporate affairs officer Mark Brazeal nearly doubled his pay to $29 million in 2024, lifted by about $27.7 million in stock awards that was an 87% increase over the $15.5 million he received in 2023.

The company credited Brazeal in its filing with having led an “effort to obtain regulatory approvals” from US and international regulatory bodies of its $61 billion acquisition of VMware, one of the largest deals ever in the technology sector, despite a “challenging regulatory and geopolitical environment.”

Remuneration for HPE’s chief operating and legal officer, John Schultz, rose a more modest 18%, to $9.4 million, according to a proxy statement filed last month. HPE recently retained prominent litigator Beth Wilkinson to represent it in an antitrust lawsuit filed by the US Justice Department over the company’s proposed $14 billion acquisition of Juniper Networks Inc.

Schultz had a lead role in the Juniper “integration planning and strategy and helped drive the introduction of new sustainable technology offerings,” HPE said. The Spring, Texas-based company also credited Schultz—a former partner at Morgan, Lewis & Bockius—with retaining “key talent” and maintaining “high levels of employee engagement.”

The two legal chiefs are among the highest-paid in the technology industry. Apple Inc. last year awarded $27.7 million in total compensation to its general counsel Katherine Adams. Microsoft Corp.'s Brad Smith, at $23.4 million, and Intuit Inc.'s former general counsel-turned-chief people and places officer Laura Fennell, at $15.8 million, are also among the leaders. Alphabet Inc.'s Google and Amazon.com Inc. have yet to file proxy statements detailing their legal chiefs’ compensation.

Brazeal had a key role handling the integration of VMware after the transaction closed following its approval by Chinese regulators. Broadcom said he also “demonstrated leadership in managing legal strategy and risks,” while overseeing commercial litigation, compliance and ethics, corporate governance, cybersecurity, data protection and privacy, and government relations.

The large stock grant that supersized Brazeal’s pay will vest over four years and was awarded by the San Jose, California-based company’s compensation committee due to his “criticality to the success of Broadcom’s strategy that includes mergers and acquisitions.” A “hyper-competitive market for executive talent” and a “desire to mitigate retention risks” also led Broadcom to entice Brazeal to remain with the company going forward and continue his contributions to its “transformative growth strategy,” per its proxy.

Securities filings show that Brazeal has sold off almost $28.7 million in Broadcom stock within the past year. He still owns company shares valued at more than $60 million, according to Bloomberg data.

HPE, the information technology business that named a new general counsel last year, was formed less than a decade ago when it split with computer hardware company HP Inc. HP didn’t list legal chief Julie Jacobs among its seven highest-paid executives in 2024, according to a proxy filing last week.

Jacobs succeeded Harvey Anderson II after joining HP in late 2022. She earned more than $15.2 million in total compensation during her first two years at the Palo Alto, California-based company.

Anderson remained with HP in an advisory role. He died Dec. 19 at 61.