This article demonstrates a 39-GHz CMOS phasedarray beamformer aiming for power-efficient and area-efficient fifth-generation (5G) dual-polarized multiple-in-multiple-out (DP-MIMO) applications. To address the digital pre-distortion (DPD) implementation issue in the massive beamformer elements with Doherty technique integrated, an inter-element mismatch compensation technique is introduced for improving the shared-lookup table (LUT) DPD performance over the process, voltage and temperature (PVT) variations. A bidirectional Doherty power amplifier (PA)-LNA is proposed to enhance the power back-off (PBO) efficiency regarding the high peak-toaverage power ratio (PAPR) 5G signals, meanwhile cost down the system by the unbalanced neutralized bidirectional operation. The proposed phased-array beamformer chip is fabricated in 65-nm CMOS technology and packaged in a wafer-level chip-scale package (WLCSP). Each element occupies only a 0.82-mm 2 chip area, including the on-chip low-dropout regulator (LDO). The measured stand-alone Doherty PA-LNA achieves 18.9-dBm saturated output power with 17.8% power-added efficiency (PAE) at 6-dB PBO in PA mode and obtains a 4.8-dB noise figure (NF) at 40 GHz in LNA mode. By utilizing the proposed mismatch compensation, the measured 64-quadrature amplitude modulation (QAM) orthogonal frequency-division multiple access Manuscript