Broadcom, VMware Law Heads Get Combined $42 Million Post-Merger

Broadcom Inc.’s takeover of VMware Inc., an 18-month saga that ended in November, eventually led to the top lawyers at the two companies collectively earning almost $42 million in compensation, securities filings show.

Mark Brazeal, Broadcom’s chief legal and corporate affairs officer, received almost $15.5 million in total compensation last year, with $14.3 million of that sum in stock awards, the company disclosed in a proxy statement filed Feb. 26.

Amy Fliegelman Olli, VMware’s general counsel since 2016, earned more than $26.3 million last year. Olli received $5.4 million in total compensation, as well as $20.9 million in golden parachute pay, the bulk of the latter being equity remuneration, a proxy filing by Palo Alto, Calif.-based VMware shows.

The $61 billion deal, announced in May 2022 and one of the largest-ever in the technology sector, closed when Chinese regulators approved the transaction. Regulatory uncertainty as to whether Broadcom’s VMware buy would go through barred either company from integrating their legal groups until recently.

Broadcom, Brazeal, and Olli didn’t respond to requests for comment.

Brazeal’s pay package, which was slightly more than the $13.9 million he earned in 2022, paled in comparison to that of Broadcom’s chief executive, Hock Tan, who saw his total compensation double year-over-year to $161.8 million.

Broadcom, in its rationale for Brazeal’s compensation, said that he “led and managed regulatory approvals with US and international regulatory bodies in connection with the VMware acquisition.”

Olli left VMware after its sale to Broadcom closed in November. She’s one of several senior lawyers from VMware’s legacy law department to have walked away from the combined company within the past three months.

Broadcom announced mass layoffs upon completion of the combination with the cloud computing company. The long runway to finalize the accord allowed many junior in-house attorneys to find new jobs ahead of time, said a lawyer familiar with the merger who spoke on a condition of anonymity.

Broadcom has offered six-month transition contracts to others it wants to retain in the short term, the lawyer said.

VMware Exits

Axinn, Veltrop & Harkrider, a boutique known for its antitrust expertise that worked with Gibson, Dunn & Crutcher in representing VMware on regulatory aspects of its sale to Broadcom, credited 13 in-house lawyers for their work on the matter in a statement last year.

Relatively few senior lawyers at VMware from that list have stuck around.

Aside from Olli, others who moved on include Matthew Marquis, a deputy general counsel for intellectual property, products law, global government relations, antitrust, and trade. Marquis said in a recent LinkedIn message that he’s now enrolled in an immersive Spanish language school in Barcelona.

Craig Norris, another former deputy general counsel at VMware, also took to LinkedIn last month to announce that he’s now a “man of leisure,” a pursuit that’s made him available to do whatever he wants, be it table tennis, pickleball, golf, board games, or advising on proper grammar, he said.

Fellow deputy general counsel Laurie Hane has also left VMware along with assistant general counsel Jonathan Nimer, who said via LinkedIn that he’s retired after nearly four decades working in the technology industry.

Olli, a veteran legal chief in the C-suite who during her six years at VMware often opined about in-house legal operations and other issues, has also now retired, said the lawyer who spoke on a condition of anonymity.

One notable lawyer at VMware whose fate remains unclear is Brooks Beard, a former Morrison & Foerster partner now serving as a deputy general counsel for litigation, employment, cybersecurity, and regulatory compliance.

Beard has taken the lead working on a proposed sale of VMware’s end-user computing unit, an asset that San Jose, Calif.-based Broadcom sought to divest after acquiring the company. Broadcom, advised by Wachtell, Lipton, Rosen & Katz and O’Melveny & Myers, announced this week it had agreed to sell the software business to KKR & Co. in a $4 billion deal.

Wachtell and O’Melveny also represented Broadcom on its acquisition of VMware. Cleary Gottlieb Steen & Hamilton was lead regulatory counsel to Broadcom on the deal. In January, Broadcom sought to terminate a lobbying contract with Baker Donelson, which the company paid $220,000 last year to advocate on a variety of issues, including its merger with VMware.