Broadcom (AVGO) plans CFO transition, hires Alphabet finance chief as successor

Rhea-AI Filing Summary

Broadcom Inc. announces a planned Chief Financial Officer transition. Kirsten M. Spears will retire and resign as CFO and Chief Accounting Officer effective June 12, 2026. The Board has appointed Amie Thuener, currently a senior finance leader at Alphabet Inc., to become CFO, with her employment expected to begin May 4, 2026.

Spears will provide consulting services until March 15, 2027, during which her existing equity awards continue to vest, with performance-based awards capped at target and no additional cash compensation. Thuener’s offer includes a $700,000 annual base salary, target bonus equal to 100% of base salary, a $1,000,000 sign-on cash bonus, and equity awards of 50,000 RSUs and 50,000 PSUs (at target), with PSU vesting tied to Broadcom’s stockholder return versus the S&P 500 and absolute performance over four overlapping performance periods.

Insights

Corporate governance analyst

Broadcom outlines an orderly CFO succession with structured pay and performance-linked equity.

Broadcom is managing a key leadership change by announcing CFO Kirsten Spears’ retirement and naming Amie Thuener, an experienced finance executive from Alphabet, as successor. The overlapping dates for employment and consulting support continuity in financial leadership and reporting.

Spears’ post-retirement consulting through March 15, 2027 and continued equity vesting, without extra cash pay, align incentives while leveraging her knowledge. Thuener’s package mixes cash and significant RSU and PSU grants, with PSUs tied to relative and absolute total stockholder return, encouraging multi‑year performance alignment.

The transition appears structured and pre-planned rather than abrupt, which can reduce disruption risk. Future company filings may provide more detail on how Thuener’s leadership shapes capital allocation, reporting practices, and long-term incentive outcomes over the stated performance periods.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

New CFO base salary: $700,000 per year Target annual bonus: 100% of base salary Sign-on cash bonus: $1,000,000 +5 more

8 metrics

New CFO base salary $700,000 per year Annual base salary for Amie Thuener under Offer Letter

Target annual bonus 100% of base salary Bonus opportunity under Broadcom annual performance plan

Sign-on cash bonus $1,000,000 Payable within 30 days after employment commencement

Restricted stock units grant 50,000 RSUs Equity award to Amie Thuener vesting quarterly over four years

Performance stock units grant 50,000 PSUs at target PSUs tied to relative and absolute total stockholder return

Maximum PSU vesting 200% of target shares Ceiling on shares deliverable under PSU award

Consulting period end date March 15, 2027 End of Spears’ consulting term after retirement

CFO retirement date June 12, 2026 Effective date of Kirsten Spears’ retirement as CFO

Key Terms

restricted stock units, performance stock units, total stockholder return, Transition Agreement, +2 more

6 terms

restricted stock units financial

"consisting of (i) 50,000 restricted stock units (“RSUs”)"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

performance stock units financial

"and (ii) 50,000 performance stock units (“PSUs”) at target."

Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.

total stockholder return financial

"based on the Company’s total stockholder return relative to the S&P 500 and the Company’s absolute total stockholder return"

Total stockholder return is the percentage gain or loss an investor would have experienced over a period from both changes in a stock’s price and any cash payouts such as dividends, assuming those payouts are reinvested in the stock. It matters because it shows the complete financial outcome of owning a share — like measuring both a house’s change in sale value and the rent you collected — and lets investors fairly compare performance across companies and time.

Transition Agreement financial

"the Company entered into a transition and consulting agreement with Ms. Spears, dated as of April 1, 2026 (the “Transition Agreement”)."

severance benefit agreement financial

"a severance benefit agreement on terms and conditions materially consistent with those applicable to Ms. Spears"

indemnification and advancement agreement financial

"enter into the Company’s standard form of indemnification and advancement agreement"

Understanding 8-K Material Events →

false 0001730168 0001730168 2026-03-30 2026-03-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 30, 2026

Broadcom Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware		001-38449		35-2617337
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

3421 Hillview Avenue

Palo Alto, California 94304

(Address of principal executive offices including zip code)

(650) 427-6000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, $0.001 par value		AVGO		The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Chief Financial Officer Transition

On March 30, 2026, Kirsten M. Spears notified Broadcom Inc. (the “Company”) of her retirement and resigned from her position as Chief Financial Officer and Chief Accounting Officer of the Company, effective as of June 12, 2026.

On March 30, 2026, the Board of Directors of the Company (the “Board”) appointed Amie Thuener to succeed Ms. Spears as the Chief Financial Officer of the Company, effective as of June 12, 2026. The employment of Ms. Thuener with the Company is expected to commence on May 4, 2026 and she will assume the role of Chief Financial Officer following the retirement of Ms. Spears on June 12, 2026.

Ms. Thuener, age 51, has served as Vice President, Corporate Controller and Chief Accounting Officer of Alphabet Inc. since 2018. Ms. Thuener held several senior finance positions at Alphabet from 2013 to 2018, including as Vice President and Chief Accountant. Prior to joining Alphabet, Ms. Thuener was at PricewaterhouseCoopers LLP from 1996 to 2012 and held several senior management positions, including as Managing Director, Transaction Services. Ms. Thuener is a Certified Public Accountant and a Chartered Global Management Accountant.

There are no family relationships between Ms. Thuener and any director or executive officer of the Company as defined in Item 401(d) of Regulation S-K, and Ms. Thuener has no direct or indirect material interest in any transaction or proposed transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Kirsten M. Spears Transition and Consulting Agreement

In connection with the retirement of Ms. Spears, the Company entered into a transition and consulting agreement with Ms. Spears, dated as of April 1, 2026 (the “Transition Agreement”).

The Transition Agreement provides that, following the conclusion of Ms. Spears’ employment with the Company on June 12, 2026, she will provide consulting services to the Company, as reasonably requested by the Chief Executive Officer of the Company, until March 15, 2027, unless the consulting period terminates earlier in accordance with the terms of the Transition Agreement. During the consulting period, Ms. Spears’ outstanding equity awards will continue to vest in accordance with their terms (provided that the performance-based equity awards will in no event vest at a level exceeding target). Ms. Spears will not receive any other compensation during the consulting period. The Transition Agreement includes a general release of claims in favor of the Company.

Amie Thuener Offer Letter and Equity Awards

In connection with her employment with the Company and appointment as Chief Financial Officer of the Company, effective as of June 12, 2026, the Company entered into an offer letter with Ms. Thuener, dated as of March 30, 2026, which sets forth the material terms of her employment and compensation (the “Offer Letter”).

Pursuant to the Offer Letter, Ms. Thuener will receive an annual base salary of $700,000 and will be eligible to participate in the Company’s annual performance bonus plan with a target bonus opportunity of 100% of her base salary. Ms. Thuener will also receive a $1,000,000 sign-on cash bonus, payable within 30 days following the commencement of her employment.

The Offer Letter further provides that, subject to the approval of the Compensation Committee of the Board and Ms. Thuener’s continued employment through the applicable grant date, Ms. Thuener will be granted equity awards under the Company’s 2012 Stock Incentive Plan consisting of (i) 50,000 restricted stock units (“RSUs”) and (ii) 50,000 performance stock units (“PSUs”) at target. The equity awards are expected to be granted on June 15, 2026.

The RSUs will vest in equal quarterly installments over a four-year period following the grant date, subject to Ms. Thuener’s continued employment through each applicable vesting date. The PSUs will vest annually over a four-year period across four overlapping performance periods (March 2, 2026 through March 1, 2027, March 2, 2026 through March 1, 2028, March 2, 2026 through March 1, 2029 and March 2, 2026 through March 1, 2030) based on the Company’s total stockholder return relative to the S&P 500 and the Company’s absolute total stockholder return for the applicable performance period, in each case subject to Ms. Thuener’s continued employment through the anniversary of the grant date immediately following the end of each applicable performance period. The maximum vesting for the PSUs is 200% of the total target number of shares. The equity awards will be subject to the other terms and conditions set forth in the Company’s 2012 Stock Incentive Plan and the applicable award agreements.

In addition, Ms. Thuener is expected to enter into the Company’s standard form of indemnification and advancement agreement and a severance benefit agreement on terms and conditions materially consistent with those applicable to Ms. Spears pursuant to her severance benefit agreement, as described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on March 2, 2026.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 2, 2026

Broadcom Inc.
By:		/s/ Hock E. Tan
		Hock E. Tan
		President and Chief Executive Officer

FAQ

What CFO leadership change did Broadcom (AVGO) announce?

Broadcom announced that Kirsten M. Spears will retire as Chief Financial Officer and Chief Accounting Officer effective June 12, 2026. The Board appointed Amie Thuener, a senior finance executive from Alphabet Inc., to become CFO, with her employment expected to begin May 4, 2026.

What are the key compensation terms for new Broadcom CFO Amie Thuener?

Amie Thuener will receive a $700,000 annual base salary, a target annual bonus equal to 100% of salary, and a $1,000,000 sign-on cash bonus. She will also receive 50,000 restricted stock units and 50,000 performance stock units at target under Broadcom’s 2012 Stock Incentive Plan.

How will Broadcom (AVGO) structure equity awards for its incoming CFO?

Broadcom will grant Amie Thuener 50,000 restricted stock units vesting quarterly over four years and 50,000 performance stock units at target. The PSUs can vest up to 200% of target, based on total stockholder return versus the S&P 500 and absolute total stockholder return across specified multi-year performance periods.

What is included in Kirsten Spears’ transition and consulting arrangement with Broadcom?

After retiring on June 12, 2026, Kirsten Spears will provide consulting services to Broadcom until March 15, 2027, as requested by the CEO. During this period, her outstanding equity awards will continue to vest under their existing terms, with performance-based awards capped at target and no additional cash compensation.

Does Broadcom disclose any related-party concerns about new CFO Amie Thuener?

Broadcom states there are no family relationships between Amie Thuener and any director or executive officer under the relevant SEC rule. It also states she has no direct or indirect material interest in any transaction requiring disclosure as a related-party transaction under Item 404(a) of Regulation S‑K.

How are performance stock units for Broadcom’s new CFO measured over time?

The performance stock units for Amie Thuener vest over four overlapping performance periods ending between March 1, 2027 and March 1, 2030. Vesting depends on Broadcom’s total stockholder return relative to the S&P 500 and its absolute total stockholder return, subject to her continued employment through each relevant anniversary.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB