DEF 14A of Cisco Systems, Inc.
Filed Oct 28, 2025 · FY20250000858877-25-000150
Mailing Address of Corporate Headquarters
| Compensation Committee Report | 65 | | Fiscal 2025 Compensation Tables | 66 | | Summary Compensation Table | 66 | | Grants of Plan-Based Awards – Fiscal 2025 | 71 | | Outstanding Equity Awards At Fiscal 2025 Year-End | 73 | | Stock Vested – Fiscal 2025 | 75 | | Nonqualified Deferred Compensation – Fiscal 2025 | 75 | | Potential Payments upon Termination or Change in Control | 77 | | CEO Pay Ratio | 79 | | Pay Versus Performance | 80 | | Ownership of Securities | 84 | | Audit Committee Matters | 86 | | Proposal 4: Ratification of Independent Registered Public Accounting Firm | 86 | | Audit Committee Report | 88 | | Certain Relationships and Transactions with Related Persons | 89 | | Stockholder Proposal | 90 | | Proposal 5: Stockholder Proposal | 90 | | Other Important Information About the Meeting | 92 | | Appendix | 99 |
Executive Compensation Highlights
Executive Compensation Highlights Our pay practices align with our pay-for-performance philosophy and underscore our commitment to sound compensation and governance practices. Compensation philosophy designed to attract and retain, motivate performance, and reward achievement Performance measures aligned with stockholder interests Majority of annual total direct compensation (“TDC”) is performance-based No dividends paid or dividend equivalents settled on unvested awards Independent compensation committee Independent compensation consultant Comprehensive annual compensation program risk assessment Annual compensation peer group review Caps on incentive compensation Performance on specific initiatives considered in the variable cash incentive program for executive officers None of our executive officers have employment, severance or change in control agreements Stock ownership guidelines and holding requirements Recoupment (“Clawback”) policy Limited perquisites No single-trigger vesting of equity award grants No stock option repricing or cash-out of underwater equity awards No supplemental executive retirement plan or executive defined benefit pension plan No golden parachute tax gross-ups Broad anti-pledging and anti-hedging policies
Director Nominee Qualifications, Skills and Attributes
Director Nominee Qualifications, Skills and Attributes The table below summarizes key qualifications, skills and attributes most relevant to the decision to nominate our director candidates to serve on the Board. A mark indicates a specific area of focus or experience on which the Board relies most. The lack of a mark does not mean the director nominee does not possess that qualification or skill. Each director nominee biography in “Governance and Board Matters – Proposal No. 1 – Election of Directors” below describes each nominee’s qualifications and relevant experience in more detail.
Director Nominee Qualifications, Skills and Attributes
| | Capellas | Garrett | Harris | Johnson | Murphy | Robbins | Schulman | Tessel | Weil | | Leadership | | | | | | | | | | | Technology | | | | | | | | | | | Financial Experience | | | | | | | | | | | Global Business | | | | | | | | | | | Sales and Marketing | | | | | | | | | | | Academia | | | | | | | | | | | Public Company Board Experience | | | | | | | | | | | Demographic Background | | | | | | | | | | | Gender | M | M | M | F | F | M | M | F | M | | Ethnicity | White | White | Black or African American Native American | White | White | White | White | White | White |
Board Performance Evaluation Process
Board Performance Evaluation Process The Board recognizes that a robust and constructive performance evaluation process is an essential component of Board effectiveness. As such, the Board conducts an annual performance evaluation that is intended to determine whether the Board, each of its committees, and individual Board members are functioning effectively, and to provide them with an opportunity to reflect upon and improve processes and effectiveness. This annual performance evaluation is designed to identify any themes or issues that have emerged. The Nomination and Governance Committee oversees this process, which is led by the Lead Independent Director. As part of this process, the Lead Independent Director conducts discussions with Board members to obtain their assessment of the effectiveness and performance of the Board and Board members. The Board considers the results and ways in which its processes and effectiveness may be enhanced.
Board Performance Evaluation Process
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Board Refreshment
Board Refreshment We regularly evaluate the need for Board refreshment. The Nomination and Governance Committee and the Board are focused on identifying individuals whose skills and experiences will enable them to make meaningful contributions to the shaping of Cisco’s business strategy. In May 2025, the Board appointed Kevin Weil as a director upon the recommendation of the Nomination and Governance Committee. For more information on the skills and experience of Mr. Weil, see “Governance and Board Matters — Proposal No. 1 — Election of Directors.” As part of its consideration of director succession, the Nomination and Governance Committee from time-to-time reviews, including when considering potential candidates, the appropriate skills and characteristics required of Board members such as diversity of business experience, viewpoints and personal background, and diversity of skills in technology, finance, marketing, international business, financial reporting and other areas that are expected to contribute to an effective Board. In evaluating potential candidates for the Board, the Nomination and Governance Committee considers these factors in the light of the specific needs of the Board at that time. Additionally, due to the global and complex nature of our business, the Board believes it is important to include individuals with diversity of race, ethnicity, gender, sexual orientation, age, education, cultural background, and professional experiences, and those factors are considered in evaluating board candidates in order to provide practical insights and diverse perspectives. Cisco’s corporate governance guidelines provide that any non-employee director who has served for a total of 20 years of service will not be re-nominated for election at the next annual meeting of stockholders, absent special circumstances. Further, the corporate governance guidelines provide that the Board will take into consideration the age of any current or prospective Board member whose age would be 72 or older when elected, re-elected, or appointed to the Board and, before nominating or appointing such Board member, the Board will make an affirmative determination that it is in the best interests of Cisco and its stockholders for that individual to serve on the Board. The average tenure of the director nominees is approximately 6.9 years. The Nomination and Governance Committee and the Board will regularly evaluate the key qualifications, skills and attributes required in order to effectively refresh the Board with engaged and dynamic leaders with a proven business track record who will bring fresh perspectives to the Board while maintaining the productive working dynamics and collegiality of the Board. The brief biographical description of each nominee set forth in the “Governance and Board Matters – Proposal No. 1 – Election of Directors – Business Experience and Qualifications of Nominees” section and the matrix set forth in “Governance and Board Matters – Corporate Governance – Board of Directors – Director Nominee Qualifications, Skills and Attributes” section above include the primary individual experience, qualifications, attributes, and skills of each of our directors that led to the conclusion that each director should serve as a member of the Board at this time. Five of our independent director nominees have joined our Board since 2021, representing 63% of our independent Board member nominees.
Board Refreshment
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Stockholder Communications with the Board
Stockholder Communications with the Board Stockholders may communicate with our Board through Cisco’s Secretary by sending an email to bod@cisco.com, or by writing to the following address: Board of Directors c/o Evan Sloves, Secretary Cisco Systems, Inc. 170 West Tasman Drive San Jose, California 95134 Stockholders also may communicate with the Board’s Compensation Committee through Cisco’s Secretary by sending an email to compensationcommittee@cisco.com, or by writing to the following address: Compensation and Management Development Committee c/o Evan Sloves, Secretary Cisco Systems, Inc. 170 West Tasman Drive San Jose, California 95134 Cisco’s Secretary will forward all correspondence to the Board or the Compensation Committee, except for spam, junk mail, mass mailings, product or service complaints or inquiries, job inquiries, surveys, business solicitations or advertisements, or patently offensive or otherwise inappropriate material. Cisco’s Secretary may forward certain correspondence, such as product-related inquiries, elsewhere within Cisco for review and possible response.
Stockholder Communications with the Board
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Stockholder Communications with the Board
| | Election of Directors |
Stockholder Communications with the Board
The names of persons who are nominees for director and their current positions and offices with Cisco are set forth in the table below. The proxy holders intend to vote all proxies received by them for the nominees listed below unless otherwise instructed. Each of the current directors, other than Wesley G. Bush, has been nominated for election by the Board upon recommendation by the Nomination and Governance Committee and has decided to stand for election. In October 2025, Wesley G. Bush notified the Board of his decision to not stand for re-election at the 2025 Annual Meeting. Mr. Bush intends to serve on the Board until the 2025 Annual Meeting. The authorized number of directors is presently ten, and in connection with the election of the directors at the 2025 Annual Meeting, the authorized number of directors is being reduced to nine. The Board appointed Kevin Weil to the Board in May 2025 upon recommendation of the Nomination and Governance Committee. Mr. Weil was brought to the attention of the Nomination and Governance Committee as a potential candidate by one of Cisco’s independent, non-management directors.
Stockholder Communications with the Board
| Director Nominees | Positions and Offices Held with Cisco | Age | Director Since | Other Public Company Boards | | Michael D. Capellas | Lead Independent Director | 71 | 2006 | 1 | | Mark Garrett | Director | 67 | 2018 | 2 | | John D. Harris II | Director | 64 | 2021 | 3 | | Dr. Kristina M. Johnson | Director | 68 | 2012 | 2 | | Sarah Rae Murphy | Director | 42 | 2022 | 0 | | Charles H. Robbins | Chair and CEO | 59 | 2015 | 1 | | Daniel H. Schulman | Director | 67 | 2023 | 2 | | Marianna Tessel | Director | 57 | 2021 | 0 | | Kevin Weil | Director | 42 | 2025 | 0 |
Stockholder Communications with the Board
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Stockholder Communications with the Board
Business Experience and Qualifications of Nominees
Stockholder Communications with the Board
| | Michael D. Capellas | | LEAD INDEPENDENT DIRECTOR | | | Age: 71 Director Since: 2006 Nomination and Governance (Chair), Public Policy | Other public company directorships lCellebrite DI Ltd. | Former public company directorships in the past 5 years lThe Beauty Health Company (ended in 2025) lFlex Ltd. (ended in 2024) lElliott Opportunity II Corp. (ended in 2023) |
Stockholder Communications with the Board
Mr. Capellas has served as founder and Chief Executive Officer of Capellas Strategic Partners since November 2012. He served as Chair of the Board of VCE Company, LLC (“VCE”) from January 2011 until November 2012 and as Chief Executive Officer of VCE from May 2010 to September 2011. Mr. Capellas was the Chair and Chief Executive Officer of First Data Corporation from September 2007 to March 2010. From November 2002 to January 2006, he served as Chief Executive Officer of MCI, Inc. (“MCI”), previously WorldCom. From November 2002 to March 2004, he was also Chair of the Board of WorldCom, and he continued to serve as a member of the board of directors of MCI until January 2006. Mr. Capellas left MCI as planned in early January 2006 upon its acquisition by Verizon Communications Inc. Previously, Mr. Capellas was President of Hewlett-Packard Company (“Hewlett-Packard”) from May 2002 to November 2002. Before the merger of Hewlett-Packard and Compaq Computer Corporation (“Compaq”) in May 2002, Mr. Capellas was President and Chief Executive Officer of Compaq, a position he had held since July 1999, and Chair of the Board of Compaq, a position he had held since September 2000. Mr. Capellas held earlier positions as Chief Information Officer and Chief Operating Officer of Compaq. Mr. Capellas brings to the Board experience in executive roles and a background of leading global organizations in the technology industry. Through this experience, he has developed expertise in several valued areas including strategic product development, business development, sales, marketing, and finance. Mr. Capellas also has experience serving as a public company outside director.
Stockholder Communications with the Board
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Stockholder Communications with the Board
| | Mark Garrett | | INDEPENDENT DIRECTOR | | | Age: 67 Director Since: 2018 Committee Memberships: Audit (Chair), Nomination and Governance | Other public company directorships lGoDaddy Inc. lSnowflake Inc. | Former public company directorships in the past 5 years lNightDragon Acquisition Corp. (ended in 2022) lPure Storage, Inc. (ended in 2021) |
Stockholder Communications with the Board
Mr. Garrett has served as a Senior Advisor at Permira since June 2021. Mr. Garrett served as Executive Vice President and Chief Financial Officer of Adobe Systems Incorporated from February 2007 to April 2018. From January 2004 to February 2007, Mr. Garrett served as Senior Vice President and Chief Financial Officer of the Software Group of EMC Corporation (“EMC”). From August 2002 to January 2004 and from 1997 to 1999, Mr. Garrett served as Executive Vice President and Chief Financial Officer of Documentum, Inc., including through its acquisition by EMC in December 2003.
Qualifications
Qualifications Mr. Garrett brings to the Board extensive history of leadership in finance and accounting in the technology industry, including experience in product and business model transition and transformation to the cloud. Mr. Garrett also has experience serving as a public company outside director.
Qualifications
| | John D. Harris II | | INDEPENDENT DIRECTOR | | | Age: 64 Director Since: 2021 Committee Memberships: Audit | Other public company directorships lExxon Mobil Corporation lFlex Ltd. lKyndryl Holdings, Inc. | Former public company directorships in the past 5 years None |
Business Experience
Business Experience Mr. Harris served as Vice President of Business Development of Raytheon Company (“Raytheon”) and Chief Executive Officer of Raytheon International, Inc. from September 2013 to April 2020. Mr. Harris joined Raytheon in 1983 and throughout his career at Raytheon, he held various leadership positions, including serving as General Manager of Raytheon’s Intelligence, Information and Services business, President of Raytheon Technical Services Company, Vice President of Operations and Contracts for Raytheon’s former Electronic Systems business, Vice President of Contracts for Raytheon’s government and defense businesses, and Vice President of Contracts and Supply Chain for Raytheon Company. In 2010, Mr. Harris was honored with the prestigious Black Engineer of the Year Award. Mr. Harris brings to the Board an extensive history of leadership in sales and marketing, supply chain management, international business and government relations operations functions, including expertise in both technology and manufacturing industries. Mr. Harris also has experience serving as a public company outside director.
Business Experience
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Business Experience
| | Dr. Kristina M. Johnson | | INDEPENDENT DIRECTOR | | | Age: 68 Director Since: 2012 Committee Memberships: Compensation | Other public company directorships lDuPont de Nemours, Inc. lMinerals Technologies, Inc. | Former public company directorships in the past 5 years None |
Business Experience
Dr. Kristina M. Johnson has held leadership positions in academia, industry and government, including service as Managing Partner of Catalyzer Ventures since May 2025 and as CEO of Johnson Energy Holdings, LLC since May 2024; President of The Ohio State University from September 2020 to May 2023; chancellor of the State University of New York from September 2017 to August 2020; co-founder and CEO of hydropower companies, Enduring Hydro, LLC and Cube Hydro Partners, LLC from 2011 to 2017; Undersecretary of Energy at the U.S. Department of Energy from May 2009 to October 2010; senior vice president and provost at The Johns Hopkins University from 2007 to 2009; and dean of engineering at Duke University from 1999 to 2007. Dr. Johnson’s pioneering work in liquid-crystal on silicon micro-displays, polarization optics and imaging at the University of Colorado Boulder was spun off into several companies, including ColorLink, Inc., which helped create modern 3D movies such as Avatar and hundreds of others. Dr. Johnson was inducted into the National Inventors Hall of Fame, is a member of the National Academy of Engineering and the National Academy of Inventors, has received the John Fritz Medal, widely regarded as the highest award given by the engineering societies, and is a 2025 recipient of the National Medal of Technology and Innovation. Dr. Johnson holds five honorary degrees, and earned her B.S., M.S. and Ph.D. degrees in electrical engineering at Stanford University.
Qualifications
Qualifications Dr. Johnson brings to the Board an engineering background, as well as expertise in science, technology, business, education and government. In addition, she has leadership and management experience, both in an academic context as chancellor, provost and dean of nationally recognized academic institutions and in a corporate context as a board member of public companies.
Qualifications
| | Sarah Rae Murphy | | INDEPENDENT DIRECTOR | | | Age: 42 Director Since: 2022 Committee Memberships: Audit | Other public company directorships None | Former public company directorships in the past 5 years None |
Business Experience
Business Experience Ms. Murphy served as Chief Procurement Officer and Senior Vice President, Global Sourcing of United Airlines Holdings, Inc. (“United Airlines”) from October 2021 to May 2022. She held other executive leadership roles at United Airlines including Senior Vice President, United Express from June 2019 to October 2021 and Vice President, Global Operations Strategy, Planning and Design from October 2016 to June 2019. At United Airlines, she previously also held various financial leadership positions including Vice President of Financial Planning and Analysis and leading investor relations. Prior to joining United Airlines in 2006, Ms. Murphy began her career at Merrill Lynch in its investment banking division. Ms. Murphy brings to the Board broad executive leadership experience in finance, operations and commercial functions in a global business. Her enterprise experience in leading innovation and transformation to enhance customer experience adds a valuable perspective to the Board.
Business Experience
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Business Experience
| | Charles H. Robbins | | BOARD CHAIR | | | Age: 59 Director Since: 2015 | Other public company directorships lBlackRock, Inc. | Former public company directorships in the past 5 years None |
Business Experience
Mr. Robbins has served as CEO since July 2015, as a member of the Board since May 2015 and as Chair of the Board since December 2017. He joined Cisco in December 1997, from which time until March 2002 he held a number of managerial positions within Cisco’s sales organization. Mr. Robbins was promoted to Vice President in March 2002, assuming leadership of Cisco’s U.S. channel sales organization. Additionally, in July 2005 he assumed leadership of Cisco’s Canada channel sales organization. In December 2007, Mr. Robbins was promoted to Senior Vice President, U.S. Commercial, and in August 2009 he was appointed Senior Vice President, U.S. Enterprise, Commercial and Canada. In July 2011, Mr. Robbins was named Senior Vice President, Americas. In October 2012, Mr. Robbins was promoted to Senior Vice President, Worldwide Field Operations, in which position he served until assuming the role of CEO.
Qualifications
Qualifications Mr. Robbins brings to the Board extensive industry, company and operational experience acquired from having served as Cisco’s CEO since 2015, and prior to that from having led Cisco’s global sales and partner teams. He has a thorough knowledge of Cisco’s segments, technology areas, geographies and competition. He has a proven track record of driving results and played a key role in leading and executing many of Cisco’s investments and strategy shifts to meet its growth initiatives.
Qualifications
| | Daniel H. Schulman | | INDEPENDENT DIRECTOR | | | Age: 67 Director Since: 2023 Committee Memberships: Compensation (Chair), Nomination and Governance | Other public company directorships lLazard, Inc. lVerizon Communications Inc. | Former public company directorships in the past 5 years lPayPal Holdings, Inc. (ended in 2023) |
Business Experience
Business Experience Mr. Schulman has served as Chief Executive Officer of Verizon Communications Inc. (“Verizon”), a global telecommunications company, since October 2025. Prior to joining Verizon, Mr. Schulman served as the President and Chief Executive Officer of PayPal Holdings, Inc. (“PayPal”) from July 2015 to September 2023 and as PayPal’s President and Chief Executive Officer-Designee from September 2014 to July 2015. He also served on PayPal’s Board from July 2015 to December 2023. Prior to PayPal, Mr. Schulman served as Group President, Enterprise Group of American Express Company from August 2010 to August 2014. Mr. Schulman was President, Prepaid Group of Sprint Nextel Corporation from November 2009 to August 2010, and also served in other executive leadership positions at Virgin Mobile USA, Inc., Priceline Group, Inc., and AT&T, Inc. Mr. Schulman brings to the Board his strong leadership experience driving business transformation in the digital era as well as his deep experience in technology and strategic planning. Mr. Schulman also has experience serving as a public company outside director.
Business Experience
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Business Experience
| | Marianna Tessel | | INDEPENDENT DIRECTOR | | | Age: 57 Director Since: 2021 Committee Memberships: Compensation | Other public company directorships None | Former public company directorships in the past 5 years None |
Business Experience
Ms. Tessel serves as Executive Vice President and General Manager, Small Business Group of Intuit Inc. (“Intuit”), a financial software company. She joined Intuit in 2017 and served as Intuit’s Executive Vice President and Chief Technology Officer from January 2019 to September 2023. Prior to joining Intuit, Ms. Tessel served as Senior Vice President of Engineering and Executive Vice President of Strategic Development for Docker Inc., a software containerization platform. Ms. Tessel also previously served as Vice President of Engineering with VMware Inc.
Qualifications
Qualifications Ms. Tessel brings to the Board her deep expertise in enterprise software and a track record delivering software solutions that solve challenges for businesses. She is also a transformational leader in the software technology industry with a strong engineering background.
Qualifications
| | Kevin Weil | | INDEPENDENT DIRECTOR | | | Age: 42 Director Since: 2025 Committee Memberships: Public Policy | Other public company directorships None | Former public company directorships in the past 5 years None |
Director Compensation Highlights
Director Compensation Highlights lRetainer fees for committee service differentiated based on workload lEmphasis on equity in the overall compensation mix lFull-value equity grants under a fixed-value annual grant policy with immediate vesting lRobust stock ownership guidelines set at five times the annual cash retainer to support stockholder alignment lFlexible deferral provisions to facilitate stock ownership
Director Compensation Highlights
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Director Compensation Highlights
lGovernance limit of $800,000 on the total value of cash and equity compensation that may be paid or granted to a non-employee director each fiscal year allows Cisco to stay within reasonable boundaries of what the market requires lEach non-employee director is eligible to participate in Cisco’s charitable matching gifts program to the same extent as all Cisco employees. During fiscal 2025, the maximum match amount under this program was $25,000 each calendar year.
Fiscal 2025 Equity Compensation
Fiscal 2025 Equity Compensation Non-employee directors receive annual grants under the 2005 Stock Incentive Plan pursuant to an equity grant policy. The 2005 Stock Incentive Plan currently provides that grants to any non-employee director may not exceed 50,000 shares for any fiscal year. The Board’s policy regarding equity grants for non-employee directors provides for the following: lAn initial equity grant for new non-employee directors consisting of fully vested shares of Cisco common stock with a fair value equal to a pro rata portion of $245,000 based on the portion of the year of the new non-employee director’s board service. lAn annual equity grant for elected non-employee directors consisting of fully vested shares of Cisco common stock with a fair value equal to $245,000. A non-employee director may elect to receive his or her initial and annual grants in the form of fully vested deferred stock units that are settled in shares after the non-employee director leaves the Board. Dividend equivalents accrue on the fully vested deferred stock units and are subject to the same conditions and restrictions as the deferred stock units to which they attach and will settle in shares after the non-employee director leaves the Board.
Fiscal 2025 Equity Compensation
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Fiscal 2025 Total Director Compensation
Fiscal 2025 Total Director Compensation The following table provides information as to compensation earned by our non-employee directors during fiscal 2025.
Fiscal 2025 Total Director Compensation
| Name | Fees Earned or Paid in Cash ($) | | Stock Awards ($)(1) | | All Other Compensation ($)(2) | | Total ($) | | | Wesley G. Bush | | 151,587(3) | | 244,996 | | — | | 396,583 | | Michael D. Capellas | | 243,337 | | 244,996 | | 25,000 | | 513,333 | | Mark Garrett | | 194,470 | | 244,996 | | — | | 439,466 | | John D. Harris II | | 152,584 | | 244,996 | | — | | 397,580 | | Dr. Kristina M. Johnson | | 136,628 | | 244,996 | | 30,750 | | 412,374 | | Sarah Rae Murphy | | 152,584 | | 244,996 | | — | | 397,580 | | Daniel H. Schulman | | 152,584 | | 244,996 | | — | | 397,580 | | Ekta Singh-Bushell(4) | | 56,516 | | — | | — | | 56,516 | | Marianna Tessel | | 135,630 | | 244,996 | | — | | 380,626 | | Kevin Weil | | 21,399(3) | | 143,568 | | — | | 164,967 |
Fiscal 2025 Total Director Compensation
(1)The amounts in the “Stock Awards” column represent the aggregate grant date fair values, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation (“FASB ASC Topic 718”), of the shares issued pursuant to the 2005 Stock Incentive Plan. Each non-employee director who had served as a non-employee director prior to the 2024 Annual Meeting and who was elected at the 2024 Annual Meeting received 4,156 fully vested shares on December 9, 2024. Mr. Bush elected to receive their annual equity award in the form of fully vested deferred stock units. In connection with his appointment to the board on May 12, 2025, Mr. Weil received an initial pro-rated equity award of 2,328 fully vested shares in the form of deferred stock units. None of the non-employee directors held any unvested stock awards as of July 26, 2025. No stock options were outstanding or awarded to non-employee directors in fiscal 2025. (2)Represents the non-employee director’s match under Cisco’s charitable matching gifts program. (3)Includes the value of fully vested shares of Cisco common stock received in lieu of the non-employee director’s regular cash retainer, additional retainer paid in connection with service on Board committees, or other cash fees, based on the fair market value of the shares on the date any such retainers or cash fees would otherwise have been paid. Based on their prior elections, Mr. Bush and Mr. Weil each received deferred stock units with a value of $151,478 and $21,357, respectively, based on the closing price of Cisco common stock on the date any such retainers or cash fees would otherwise have been paid. (4)Ms. Singh-Bushell served on the Board of Directors until the 2024 Annual Meeting of Stockholders held on December 9, 2024.
Fiscal 2026 Director Compensation
Fiscal 2026 Director Compensation Using the approach described above under “Board of Directors – Board Committees and Meetings – Director Compensation,” the Nomination and Governance Committee conducted its annual review of the non-employee director compensation program for fiscal 2025 in consultation with its independent compensation consultant, Exequity. In connection with this review, the Nomination and Governance Committee, having been advised by Exequity, recommended modifications to compensation for non-employee directors in order to better align compensation with Cisco’s peer group and maintain the competitive positioning of overall compensation relative to the market. In May 2025, upon the Nomination and Governance Committee’s recommendation, the Board approved the following changes to our non-employee director compensation program, effective on the date of the 2025 Annual Meeting: lthe annual equity grant for elected non-employee directors was increased from $245,000 to $270,000 lthe additional annual retainer fee for serving as chair of the Audit Committee was increased from $30,000 to $45,000 lthe additional annual retainer fee for serving as chair of the Compensation Committee or as chair of the Nomination and Governance Committee was increased from $20,000 to $35,000 lthe additional annual retainer fee for serving as chair of the Public Policy Committee was increased from $15,000 to $30,000 There were no other significant changes to the terms of the compensation for non-employee directors for fiscal 2026, including no changes to vesting, proration, or deferral. Vote Required Cisco’s bylaws and corporate governance guidelines provide for a majority voting standard in uncontested elections of directors. The affirmative vote of the holders of a majority of the votes properly cast at the meeting at which a quorum is present is required to elect each of the nominees for director, meaning the number of shares cast “for” a nominee’s election exceeds the number of “against” votes cast against that nominee. The required quorum for a meeting of Cisco stockholders is a majority of the outstanding shares of common stock. Abstentions and broker non-votes are not counted as votes cast for or against such nominee, and stockholders may not cumulate votes in the election of directors. In the event any nominee is unable or declines to serve as a director at the time of the meeting, the proxies will be voted for any nominee, if any, who may be designated by the Board to fill the vacancy. As of the date of this Proxy Statement, the Board is not aware that any nominee is unable or will decline to serve as a director. If a nominee who currently serves as a director is not re-elected, Delaware law provides that the director would continue to serve on the Board as a “holdover director.” Under our bylaws and corporate governance guidelines, an incumbent director who fails to receive the required majority vote to be re-elected in an uncontested election shall tender his or her resignation to the Board to be effective on the earlier of 90 days following the certification of the election results or the date on which the Board selects a person to fill the office held by that director. The Board of Directors recommends that the stockholders vote FOR the election of each of the nominees listed herein.
Fiscal 2026 Director Compensation
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Fiscal 2026 Director Compensation
| Compensation Committee Matters | | |
Fiscal 2026 Director Compensation
| | Approval of the Amendment and Restatement of the 2005 Stock Incentive Plan |
Fiscal 2026 Director Compensation
Cisco is requesting that stockholders approve, in its entirety, the Cisco Systems, Inc. 2005 Stock Incentive Plan as amended and restated by the Board of Directors, subject to stockholder approval (the “Amended Stock Plan”). If our stockholders do not approve this proposal, then the Amended Stock Plan will not become effective. A summary of the Amended Stock Plan follows. General The Amended Stock Plan that is being submitted to our stockholders for approval increases the number of shares authorized for issuance under the 2005 Stock Incentive Plan by 57,490,000 shares to 928,040,000 shares. Except for this increase, the terms of the 2005 Stock Incentive Plan will remain unchanged. After the amendment and restatement, the Amended Stock Plan will continue to contain the following important corporate governance features: lNo Repricing or Buyout of Underwater Options or Stock Appreciation Rights. Prohibits stock option and stock appreciation right repricing or other exchanges for cash or equity compensation without stockholder consent. lNo Discounted Options and Stock Appreciation Rights. Requires stock options and stock appreciation rights to be granted with an exercise price equal to at least the fair market value of our common stock on the date the award is granted. lNo Evergreen Provision. Avoids the use of “evergreen” share reserve increases and instead requires stockholder approval to increase the share reserve. lNo Liberal Share Counting. Prohibits the reuse of shares withheld or delivered to satisfy the exercise price of an option or SAR or to satisfy tax withholding requirements. lNo Single Trigger Change in Control. Awards do not accelerate upon a change in control unless the acquiring company does not assume or replace the award. lProhibition on Payment of Dividends and Dividend Equivalents on Unvested Awards. Prohibits the payment or settlement of dividends or dividend equivalents with respect to any award until the underlying shares or units vest. lLimit on non-employee director awards. The aggregate value of all compensation paid or granted, as applicable, to any individual for service as a non-employee director of our Board with respect to any fiscal year, including awards granted under the 2005 Stock Incentive Plan and cash fees paid by us to such non-employee director, will not exceed $800,000 in total value. lNo Automatic Grants. The 2005 Stock Incentive Plan does not provide for automatic grants to any participant. lNo Tax Gross-ups. The 2005 Stock Incentive Plan does not provide for any tax gross-ups. lMaximum Term of Options/SARs. The maximum term for options and stock appreciation rights issued under the 2005 Stock Incentive Plan is ten years. lNo Transferability. Awards generally may not be transferred, except by will or the laws of descent and distribution, unless provided in the applicable award agreement.
Fiscal 2026 Director Compensation
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Fiscal 2026 Director Compensation
Request for Additional Shares, Dilution and Overhang While the use of long-term incentives in the form of equity awards is an important part of our compensation program, we recognize that stock awards dilute existing stockholders and are mindful of our responsibility to our stockholders to exercise judgment in the grant of equity awards. Our Compensation Committee regularly reviews our long-term incentive program to ensure we balance our employee compensation objectives with our stockholders’ interest in limiting dilution from stock awards. In order to give Cisco the flexibility to responsibly address its future equity compensation needs, Cisco is requesting that stockholders approve the Amended Stock Plan, which increases the number of shares authorized for issuance under the plan by 57.490 million shares. As of July 26, 2025, there were approximately 100 million shares available for grant under the 2005 Stock Incentive Plan. The 2005 Stock Incentive Plan contains a fungible share reserve feature. Under this feature, a distinction is made between the number of shares in the reserve attributable to (i) stock options and stock appreciation rights and (ii) “full value” awards (i.e., stock grants and stock units). Currently, shares granted pursuant to full value awards are counted against authorized shares under the 2005 Stock Incentive Plan on a 1.5-to-1 ratio, the fungible share ratio. The following table sets forth information regarding outstanding grants as of July 26, 2025 under Cisco’s equity compensation plans, which include the following: (i) equity awards granted under our 2005 Stock Incentive Plan; and (ii) assumed or substituted equity awards in connection with an acquisition. Excluding purchase rights accrued as of July 26, 2025 under the Cisco Systems, Inc. Employee Stock Purchase Plan, we do not have any grants outstanding under any other equity plan. As of July 26, 2025, we had 3.960 billion shares of common stock issued and outstanding. As of August 28, 2025, the fair market value (as defined in the Amended Stock Plan) of a share of Cisco common stock was $69.43.
Fiscal 2026 Director Compensation
| Equity Plan | Stock Options (# of shares) | Weighted-Average Exercise Price Per Share ($) | Weighted-Average Remaining Contractual Term (in years) | Full Value Awards (# of shares)(1) | Shares Available for Future Grant (# of shares) | | 2005 Stock Incentive Plan | — | — | — | 116,500,235 | 100,026,176 | | Assumed Awards(2) | 28,684 | 6.31 | 2.42 | 1,068,033 | — | | Total | 28,684 | 6.31 | 2.42 | 117,568,268 | 100,026,176 |
Fiscal 2026 Director Compensation
(1)Stock units and stock grants are referred to as “Full Value Awards.” The number of shares issuable pursuant to performance-based stock unit awards is based on an assumed target performance, unless performance is otherwise known. (2)“Assumed Awards” refers to equity awards assumed or substituted for Cisco equity awards in connection with an acquisition. The Compensation Committee also regularly reviews our historical equity award granting practices, including our share usage rate (commonly referred to as “burn rate”) and equity overhang activity. The following table provides detailed information regarding our burn rate and equity overhang activity (based on total potential award shares) for the last three fiscal years. The effects of our stock repurchase program are included in these calculations.
Fiscal 2026 Director Compensation
| | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 | | Gross Burn Rate(1) | 1.77% | 1.57% | 1.77% | | Net Burn Rate(2) | 1.52% | 1.32% | 1.57% | | Equity Overhang(3) | 6.87% | 6.87% | 8.11% |
Fiscal 2026 Director Compensation
(1)“Gross Burn Rate” is calculated as (a) the number of new stock awards granted under the 2005 Stock Incentive Plan (excluding stock awards assumed in acquisitions), divided by (b) the weighted average common shares outstanding of the Company for the fiscal year. (2)“Net Burn Rate” is calculated as (a) the number of new stock awards granted under the 2005 Stock Incentive Plan (excluding stock awards assumed in acquisitions), net of stock awards cancelled and forfeited under the 2005 Stock Incentive Plan, divided by (b) the weighted average common shares outstanding of the Company for the fiscal year. (3)“Equity Overhang” is calculated as (a) the number of shares subject to outstanding stock awards (including stock awards assumed in acquisitions) plus the number of shares available for grant under the 2005 Stock Incentive Plan, divided by (b) the number of shares subject to outstanding stock awards (including stock awards assumed in acquisitions), plus the number of shares available for grant under the 2005 Stock Incentive Plan, plus the weighted average common shares outstanding of the Company for the fiscal year.
Fiscal 2026 Director Compensation
| Compensation Committee Matters | 29 | | | |
Fiscal 2026 Director Compensation
When considering the number of additional shares to add to the Amended Stock Plan, the Compensation Committee reviewed, among other things, the potential dilution to Cisco’s current stockholders as measured by burn rate and overhang, projected future share usage and estimated future award forfeitures. The projected future usage of shares for long-term incentive awards under the Amended Stock Plan was reviewed under scenarios based on a variety of assumptions. Based on these assumptions, the 57.490 million shares to be added to the Amended Stock Plan pursuant to this amendment and restatement, in combination with the remaining authorized shares and shares added back to the plan from forfeitures of awards granted under the Amended Stock Plan, is expected to satisfy Cisco’s equity compensation needs through at least the 2027 Annual Meeting. However, while this forecast is based on current assumptions, there can be no guarantee that future events, including changes in future business conditions and Cisco’s stock price, will not require Cisco to grant equity awards more rapidly or slowly than currently expected. The Compensation Committee is committed to effectively managing the number of shares reserved for issuance under the Amended Stock Plan while minimizing stockholder dilution. The table below shows the number of options and full value awards granted under the 2005 Stock Incentive Plan in each of the last three years as well as the number of performance-based awards that were earned each year.
Fiscal 2026 Director Compensation
| Fiscal Year | Option Awards Granted | Total Full-Value Awards Granted | Time-Based Full- Value Awards Granted | Performance Based Full-Value Awards Granted(1) | Performance Based Full-Value Awards Earned(2) | | 2025 | — | 69,486,006 | 65,260,550 | 4,225,456 | 1,842,980 | | 2024 | — | 63,419,241 | 60,808,284 | 2,610,957 | 1,762,781 | | 2023 | — | 72,587,426 | 70,348,256 | 2,239,170 | 1,662,027 |
Fiscal 2026 Director Compensation
(1)Performance-based full-value awards granted at target achievement levels. (2)Earned performance-based full-value awards reflect the number of performance-based awards that were earned during the applicable year.
Fiscal 2026 Director Compensation
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Fiscal 2026 Director Compensation
Material Features of the Amended Stock Plan The following is a summary of the material features of the Amended Stock Plan. This summary does not purport to be a complete description of all of the provisions of the Amended Stock Plan and is qualified in its entirety by the Amended Stock Plan. A copy of the Amended Stock Plan has been filed with the SEC with this Proxy Statement and will be sent to stockholders free of charge upon written request to Cisco Systems, Inc., Attention: Investor Relations, 170 West Tasman Drive, San Jose, California 95134.
Purpose of the Amended Stock Plan
Purpose of the Amended Stock Plan The purpose of the Amended Stock Plan is to promote the long-term success of Cisco and the creation of stockholder value by offering employees, consultants and Board members an opportunity to share in such long-term success by acquiring a proprietary interest in Cisco. The Amended Stock Plan seeks to achieve this purpose by providing for discretionary long-term incentive awards in the form of stock units, incentive stock options or nonstatutory stock options, stock grants, and stock appreciation rights (“SARs”).
Share Reserve
Share Reserve The shares issuable under the Amended Stock Plan are authorized but unissued shares of Cisco common stock. The aggregate number of shares reserved for awards under the Amended Stock Plan must not exceed 928,040,000 shares, subject to adjustment in the event of a capitalization event as described below in “Capitalization Adjustments.” If awards issued under the Amended Stock Plan are forfeited or terminated for any reason before being exercised or settled, then the shares underlying such awards, plus the number of additional shares, if any, that counted against shares available for issuance under the Amended Stock Plan at the time of grant as a result of the application of the fungible share ratio described above, will become available again for issuance under the Amended Stock Plan. SARs will be counted in full against the number of shares available for issuance under the Amended Stock Plan regardless of the number of shares issued upon settlement of the SARs. In the event that withholding tax liabilities arising from an award other than a stock option or SAR are satisfied by the withholding of shares by Cisco, then the shares so withheld, plus the number of additional shares, if any, that counted against the shares available for issuance under the Amended Stock Plan in respect thereof at the time of grant, will again be available for issuance under the Amended Stock Plan. Shares withheld by Cisco to satisfy any tax withholding obligation with respect to a stock option or SAR will not be added to the shares available for issuance under the Amended Stock Plan. Further, shares that are exchanged by a participant or withheld by Cisco as full or partial payment in connection with the exercise or settlement of a stock option or SAR will not be available for subsequent awards under the Amended Stock Plan and shares repurchased on the open market with the proceeds of an option exercise will not be made available again for issuance under the Amended Stock Plan. The following table provides certain information regarding the share reserve of the Amended Stock Plan:
Share Reserve
| Shares originally authorized under the 2005 Stock Incentive Plan on November 15, 2005 | 350 million | | Additional shares authorized under the amendment and extension of the 2005 Stock Incentive Plan in 2007 | 209 million | | Additional shares authorized under the amendment of the 2005 Stock Incentive Plan in 2013 | 135 million | | Additional shares authorized under the amendment of the 2005 Stock Incentive Plan in 2020 | 95.975 million | | Additional shares authorized under the amendment of the 2005 Stock Incentive Plan in 2023 | 80.575 million | | Additional shares requested pursuant to this proposal | 57.490 million | | Shares granted from November 15, 2005 through July 26, 2025 from the 2005 Stock Incentive Plan, less allowable cancellations from the 2005 Stock Incentive Plan and the previous plans | (771) million | | Total shares available for grant under the Amended Stock Plan as of July 26, 2025 (inclusive of the shares requested pursuant to this proposal) | 157.040 million |
Eligibility and Types of Awards under the Amended Stock Plan
Eligibility and Types of Awards under the Amended Stock Plan The Amended Stock Plan permits the granting of stock units, stock options, stock grants, and SARs by the Plan Administrator as further described below. Employees (including employee directors and executive officers) and consultants of Cisco and its subsidiaries and affiliates and non-employee directors of Cisco are eligible to participate in the Amended Stock Plan. Accordingly, each non-employee member of the Board of Directors and each executive officer has an interest in Proposal No. 2. As of July 26, 2025, approximately 86,200 employees (including executive officers) and all consultants are eligible to participate in the Amended Stock Plan. No consultant received an equity award under the 2005 Stock Incentive Plan during fiscal 2025. All non-employee directors (9 persons) are eligible to participate in the Amended Stock Plan.
lStock Units
lStock Units The Plan Administrator may award stock units under the Amended Stock Plan. Participants are not required to pay any consideration to Cisco at the time of grant of a stock unit. The number of shares covered by each stock unit award will be determined by the Plan Administrator. The Plan Administrator may provide for time-based vesting or vesting upon satisfaction of performance goals, or both, and/or other conditions. Unless a deferral election is made, when the participant satisfies the vesting conditions of the stock unit award, Cisco will pay the participant cash or shares of Cisco common stock or any combination of both to settle the vested stock units. Conversion of the stock units into cash may be based on the average of the fair market value of a share of Cisco common stock over a series of trading days or on other methods. The holders of stock units have no voting rights. Awards may be granted with or without dividend equivalents, which, prior to distribution, are subject to the same terms and conditions (including, without limitation, any forfeiture conditions) as the stock units to which they relate. Any dividend equivalents awarded with respect to stock units will be settled only if, when and to the extent such stock units vest and are settled. Dividend equivalents payable with respect to stock units that do not vest will be forfeited. Currently, dividend equivalents are only credited on vested deferred stock units.
lStock Options
lStock Options The Plan Administrator may grant nonstatutory stock options or incentive stock options under the Amended Stock Plan. However, the Plan Administrator does not have the authority to grant stock options that automatically provide for the grant of new stock options upon their exercise. The number of shares covered by each stock option granted to a participant will be determined by the Plan Administrator. The Plan Administrator may provide for time-based vesting or vesting upon satisfaction of performance goals, or both, and/or other conditions. The stock option exercise price is established by the Plan Administrator and must be at least 100% of the per share fair market value (110% for incentive stock option grants to 10% stockholders) of Cisco common stock on the date of grant. Repricing of stock options is prohibited unless stockholder approval is obtained. The maximum term for stock options may not exceed ten years from the date of grant, but the Plan Administrator may provide for earlier expiration. Since fiscal 2009, the Plan Administrator has determined that stock options granted will expire seven years after the date of grant. Unless otherwise provided by the Plan Administrator, unvested stock options will expire upon termination of the participant’s service with Cisco and vested stock options will expire three months following a termination for any reason other than death, disability, or cause; eighteen months following a termination for death or disability; and immediately following a termination for cause. Stock options may not be granted with rights to dividends or dividend equivalents. Under the Amended Stock Plan, the stock option exercise price must be paid at the time the shares are purchased. Consistent with applicable laws, regulations and rules, payment of the exercise price of a stock option may be made in cash, (including by check, wire transfer or similar means), by cashless exercise, by surrendering or attesting to previously acquired shares of Cisco common stock, or by any other legal consideration.
lStock Grants
lStock Grants The Plan Administrator may award stock grants under the Amended Stock Plan. Except for non-employee directors, stock grants are not typically awarded to employees. At the time of the stock grant, participants may be required to pay cash or other legal consideration approved by the Plan Administrator, but the Amended Stock Plan does not establish a minimum purchase price for shares awarded as stock grants. Stock grants are comprised of shares of Cisco common stock. The number of shares associated with each stock grant will be determined by the Plan Administrator. The Plan Administrator may provide for time-based vesting or vesting upon satisfaction of performance goals, or both, and/or other conditions. When the stock grant award conditions are satisfied, then the participant is vested in the shares and has complete ownership of the shares. The holder of a stock grant awarded under the Amended Stock Plan will have the same voting, dividend and other rights as Cisco’s other stockholders, except that in the case of any unvested shares, the holder will not be entitled to any dividends and other distributions paid or distributed by Cisco on the equivalent number of vested shares. Notwithstanding the foregoing, at the Plan Administrator’s discretion, the holder of unvested shares may be credited with such dividends and other distributions, provided that such dividends and other distributions will be distributed to the holder only if, when and to the extent such shares vest. The value of dividends and other distributions payable or distributable with respect to any shares that do not vest shall be forfeited.
lStock Appreciation Rights
lStock Appreciation Rights The Plan Administrator may grant SARs under the Amended Stock Plan. However, the Plan Administrator does not have the authority to grant SARs that automatically provide for the grant of new SARs upon their exercise. The number of shares covered by each SAR will be determined by the Plan Administrator. The Plan Administrator may provide for time-based vesting or vesting upon satisfaction of performance goals and/or other conditions. The SAR exercise price is established by the Plan Administrator and must be at least 100% of the per share fair market value of Cisco common stock on the date of grant. Repricing of SARs is prohibited unless stockholder approval is obtained. SARs may not be granted with rights to dividends or dividend equivalents. The maximum term for SARs may not exceed ten years from the date of grant, but the Plan Administrator may provide for earlier expiration. Unless otherwise provided by the Plan Administrator, unvested SARs expire upon termination of the participant’s service with Cisco and vested SARs expire three months following a termination for any reason other than death, disability, or cause; eighteen months following a termination for death or disability; and immediately following a termination for cause. Upon exercise of a SAR, the participant receives payment from Cisco in an amount determined by multiplying (a) the difference between (i) the fair market value of a share on the date of exercise and (ii) the exercise price times (b) the number of shares with respect to which the SAR is exercised. SARs may be paid in cash, shares of Cisco common stock or any combination of both, as determined by the Plan Administrator.
Corporate Transactions
Corporate Transactions In the event that Cisco is acquired by merger or asset sale or consolidated into another entity, outstanding awards will be subject to the applicable agreement of merger, sale of assets or reorganization. Such agreement may provide, without limitation, for the assumption or substitution of outstanding options, SARs, or stock units by the surviving corporation or its parent, for the assumption of outstanding stock grants by the surviving corporation or its parent, for the replacement of outstanding options, SARs, and stock units with a cash incentive program of the surviving corporation which preserves the spread existing on the unvested portions of such outstanding awards at the time of the transaction and provides for subsequent payout in accordance with the same vesting provisions applicable to those awards, for accelerated vesting of outstanding awards, or for the cancellation of outstanding options, SARs, and stock units, with or without consideration, in all cases without the consent of the participant.
Vesting Acceleration
Vesting Acceleration Unless otherwise provided in the applicable award agreement, outstanding stock options, SARs, and stock units will vest and, if applicable, become immediately exercisable in full in the event that Cisco is acquired by merger or asset sale or consolidated into another entity, unless such awards are assumed, substituted or replaced by the acquiring entity (or in the case of outstanding stock grants, the related stock grant agreements are assumed). The Plan Administrator may also provide, at the time of grant of such awards or any time thereafter, that such awards will vest in full and, if applicable, become immediately exercisable in the event that Cisco is acquired by merger or asset sale, or consolidated into another entity, or in the event there is a hostile takeover of Cisco, whether through a tender or exchange offer for more than 35% of Cisco’s outstanding voting securities which the Board of Directors does not recommend the stockholders accept, or a change in the majority of the members of the Board of Directors as a result of one or more contested elections for board membership. In addition, Cisco currently has a vesting acceleration policy for outstanding and unvested equity awards up to a specified limit upon the death or terminal illness of an employee.
Amendment and Termination
(1)The amount reflects the standard equity award of $270,000 that is expected to be granted to each non-employee director, who is a director nominee at the 2025 Annual Meeting, under the Amended Stock Plan. Mr. Bush is not standing for re-election at the 2025 Annual Meeting and will not be entitled to the standard equity award under the Amended Stock Plan. See the “Director Compensation” section for more information. (2)Number of shares will not be determinable until the grant date.
Amendment and Termination
Historical Plan Benefits The following table sets forth, for each of the individuals and groups indicated, the number of shares subject to stock options granted under the 2005 Stock Incentive Plan since the 2005 Stock Incentive Plan became effective through July 26, 2025. No stock options have been granted under the 2005 Stock Incentive Plan to any associate of any of our directors (including nominees) or executive officers. No person received 5% or more of the total stock options granted under the 2005 Stock Incentive Plan since its inception.
Amendment and Termination
| Name and Principal Position | Number of Shares Underlying Stock Options Granted | | Charles H. Robbins(1) | 212,000 | | Chair and Chief Executive Officer | | | R. Scott Herren | — | | Former Executive Vice President and Chief Financial Officer | | | Jeetu Patel | — | | President and Chief Product Officer | | | Dev Stahlkopf | — | | Executive Vice President and Chief Legal Officer | | | Thimaya Subaiya | — | | Executive Vice President, Operations | | | Gary Steele | — | | Former President, Go-to-Market | | | All current executive officers as a group (6 persons) | 212,000 | | Michael D. Capellas | 15,000 | | Director Nominee | | | All current non-employee directors as a group (9 persons) | 15,000(2) | | Non-executive officer employee group | 231,620,469 |
Amendment and Termination
(1)Mr. Robbins is also a nominee for election as a director. (2)All eight of the non-employee directors who are nominees for election as a director are included in this group. The total number of options that they were granted on an individual basis are as follows: Mr. Capellas, 15,000. There were no historical stock options granted to any other non-employee director nominee. U.S. Federal Income Tax Consequences The following is a brief summary of the federal income tax consequences applicable to awards granted under the Amended Stock Plan based on federal income tax laws in effect on the date of this Proxy Statement. This summary is not intended to be exhaustive and does not address all matters that may be relevant to a particular participant based on his or her specific circumstances. The summary expressly does not discuss the income tax laws of any state, municipality, or non-U.S. taxing jurisdiction, or the gift, estate, excise (including the rules applicable to deferred compensation under Code Section 409A), or other tax laws other than federal income tax law. The following is not intended or written to be used, and cannot be used, for the purposes of avoiding taxpayer penalties. Because individual circumstances may vary, Cisco advises all participants to consult their own tax advisors concerning the tax implications of awards granted under the Amended Stock Plan. A recipient of a stock option or SAR will not have taxable income upon the grant of the stock option or SAR. For nonstatutory stock options and SARs, the participant will recognize ordinary income upon exercise in an amount equal to the difference between the fair market value of the shares and the exercise price on the date of exercise. Any gain or loss recognized upon any later disposition of the shares generally will be a capital gain or loss. The acquisition of shares upon exercise of an incentive stock option will not result in any taxable income to the participant, except, possibly, for purposes of the alternative minimum tax. The gain or loss recognized by the participant on a later sale or other disposition of such shares will either be long-term capital gain or loss or ordinary income, depending upon whether the participant holds the shares for the legally-required period (currently more than two years from the date of grant and more one year from the date of exercise). If the shares are not held for the legally-required period, the participant will recognize ordinary income equal to the lesser of (i) the difference between the fair market value of the shares on the date of exercise and the exercise price, or (ii) the difference between the sales price and the exercise price. Any additional gain recognized on the sale generally will be a capital gain.
Amendment and Termination
For stock grant awards, unless vested or the participant elects under Code Section 83(b) to be taxed at the time of grant, the participant will not have taxable income upon the grant, but upon vesting will recognize ordinary income equal to the fair market value of the shares at the time of vesting less the amount paid for such shares (if any). Any gain or loss recognized upon any later disposition of the shares generally will be a capital gain or loss. A participant is not deemed to receive any taxable income at the time an award of stock units is granted. When vested stock units (and dividend equivalents, if any) are settled and distributed, the participant will recognize ordinary income equal to the amount of cash and/or the fair market value of shares received less the amount paid for such stock units (if any). At the discretion of the Plan Administrator, the Amended Stock Plan allows a participant to satisfy his or her tax withholding requirements under federal and state tax laws in connection with the exercise or receipt of an award by electing to have shares withheld, and/or by delivering or attesting to Cisco already-owned shares of Cisco common stock. If the participant is an employee or former employee, the amount the participant recognizes as ordinary income in connection with an award is subject to withholding taxes (generally not applicable to incentive stock options) and Cisco is generally allowed a tax deduction equal to the amount of ordinary income recognized by the participant. Equity Compensation Plan Information The following table provides information as of July 26, 2025 with respect to the shares of Cisco common stock that may be issued under existing equity compensation plans. The category “Equity compensation plans approved by security holders” in the table below consists of the 2005 Stock Incentive Plan and the Cisco Systems, Inc. Employee Stock Purchase Plan (the “Purchase Plan”).
Amendment and Termination
(1)Excludes purchase rights accruing as of July 26, 2025 under the Purchase Plan. (2)Includes 107,731,253 shares subject to outstanding RSUs and 8,768,982 shares issuable under outstanding PRSUs based on an assumed target performance, unless performance is otherwise known. (3)Includes shares available for future issuance under the Purchase Plan. As of July 26, 2025, as reported in Cisco’s 2025 Annual Report on Form 10-K, an aggregate of 50,051,596 shares of common stock were available for future issuance under the Purchase Plan, including shares subject to purchase during the current purchase period. Under the 2005 Stock Incentive Plan, each share issued as a stock grant (or pursuant to the vesting of a stock unit) will reduce the share reserve by 1.5 shares. Further, each share issued upon the settlement of a dividend equivalent will reduce the shares reserved by 1.5 shares. Under the 2005 Stock Incentive Plan, non-employee directors may also elect to receive fully vested shares of common stock (or RSUs that would be settled in shares after the non-employee director left the Board) in lieu of all or a specified portion of their regular cash retainer, additional retainer paid in connection with service on any committee, or other cash fees based on the fair market value of the shares on the date any cash retainer or fee would otherwise be paid. (4)Excludes options, warrants and other equity rights assumed by Cisco in connection with mergers and acquisitions. As of July 26, 2025, a total of 28,684 shares of common stock were issuable upon exercise of outstanding options and 1,068,033 shares were issuable upon the vesting of RSUs under those other assumed arrangements. The weighted average exercise price of those outstanding options is $6.31 per share. No additional awards may be granted under those assumed arrangements. (5)As of July 26, 2025, 100,026,176 shares and 50,051,596 shares were available for future issuance under the 2005 Stock Incentive Plan and the Purchase Plan, respectively, as reported in Cisco’s 2025 Annual Report on Form 10-K. Vote Required The affirmative vote of the holders of a majority of the votes properly cast (for the avoidance of doubt, abstentions and broker non-votes are not counted as votes cast for or against such matter) is required for approval of this proposal. The Board of Directors recommends that the stockholders vote FOR the approval of the amendment and restatement of the 2005 Stock Incentive Plan.
Amendment and Termination
Long-term incentives continue to be the largest element of named executive officer compensation, consistent with market practice. For Cisco’s CEO, approximately 60% of long-term grant value is comprised of performance shares earned for achievement against rigorous goals for operating income during fiscal 2025, operating cash flow and EPS during fiscal 2024 and fiscal 2023, and relative total stockholder return (“TSR”) performance measured over the entire three-year performance period. For Cisco’s other named executive officers, approximately 50% of long-term grant value is comprised of performance shares earned for achievement against the same goals of operating income, operating cash flow, EPS, and relative TSR performance measured over the performance period. Our PRSUs for fiscal 2023 – 2025 were earned at 138% of target, as operating income, operating cash flow, and EPS performance were at 116% of target over the three-year period, while relative TSR for the three-year period was above the target performance level. We believe our compensation structure and its resulting realizable pay for executive officers demonstrates Cisco’s strong commitment to aligning real pay delivery with performance. At the annual meeting, we are asking stockholders to vote on the following advisory resolution: RESOLVED, that the stockholders approve the compensation of Cisco’s named executive officers as disclosed pursuant to the SEC’s compensation disclosure rules, including the CD&A, the compensation tables and narrative discussion. Vote Required The affirmative vote of the holders of a majority of the votes properly cast (for the avoidance of doubt, abstentions and broker non-votes are not counted as votes cast for or against such matter) is required for approval, on an advisory basis, of this proposal. Under our policy of providing for an annual advisory vote on executive compensation, we expect that our next advisory vote to approve the compensation of Cisco’s named executive officers will be at our 2026 Annual Meeting of Stockholders. The Board of Directors recommends that the stockholders vote FOR approval of the non-binding advisory resolution to approve executive compensation.
Say-On-Pay Support and Engaging with Our Stockholders
| Feedback Received | Cisco’s Response | | Use of multi-year performance goals under the long-term incentive program, rather than annual goals | We transitioned from annual performance goals to a multi-year operating goal over the three-year performance period under our long-term equity incentive program with our fiscal 2025 PRSUs, introducing a three-year operating income goal. Additionally, in light of this change, we changed our fiscal 2025 operating goals under the EIP from revenue and operating income to revenue and profit before taxes. | | Settlement of PRSUs below target for negative TSR performance | We introduced a cap on our Relative TSR Modifier at target for our fiscal 2025 PRSUs in the event that our absolute TSR during the three-year performance period is negative. | | No increase in the CEO’s target long-term incentive award value during fiscal 2025 | The CEO’s annual base salary, variable cash incentive award, and target long-term incentive awards for fiscal 2025 remained at the same levels as fiscal 2024. | | Benchmarking with reference to the peer group median | While the Compensation Committee does not tie individual compensation to specific target percentiles, beginning with fiscal 2025 compensation decisions, the Compensation Committee references the peer group median as its primary benchmark. | | Adoption of a holding requirement | During fiscal 2025, we introduced a holding requirement to our stock ownership guidelines, to further align the long-term interests of our executive officers with the creation of long-term stockholder value. | | Establishing performance goals above prior year actual performance levels | All financial goals associated with fiscal 2026 incentives have been set at levels above actual fiscal 2025 performance. |
Annual Executive Incentive Plan
Annual Executive Incentive Plan Our revenue and profit before taxes under the EIP resulted in a company performance factor (“CPF”) of 1.44 for fiscal 2025, up from 0.56 in fiscal 2024 (when the CPF was based on revenue and operating income under the EIP), reflecting above target achievement of financial performance goals. The Compensation Committee set the fiscal 2025 target for revenue 4.5% above fiscal 2024 performance and the fiscal 2025 target for profit before taxes 5.0% below fiscal 2024 performance, in each case as measured under the EIP. These targets were set after various considerations, including: the impact of the strategic integration of Splunk into Cisco’s business to drive synergies; a complex operating environment, including industry and market factors such as product shipments returning to normalized levels during the first half of fiscal 2025 from an elevated level of shipments during the first half of fiscal 2024; impacts from regulation and policy changes; and potential performance headwinds related to these considerations.
Annual Executive Incentive Plan
| | Performance Criteria | | | | | | Fiscal 2025 Goals ($ billions) | | | Pay for Performance Results | | | Threshold | Target | Maximum | Fiscal 2025 Results ($ billions) | | Revenue | | | | $56.7 (101% of target) | | Profit Before Taxes | | | | $18.6 (106% of target) |
Annual Executive Incentive Plan
| 42 | Cisco 2025 Proxy Statement | | | |
2023-2025 PRSU Plan
| | Pay-for-Performance Results for Fiscal 2023 Grant | | | | Performance Criteria | Performance Metric | Operating Income/ Operating Cash Flow/EPS(1) | Relative TSR(2) | | Earned PRSUs = Target PRSUs x Average Financial Goal Multiplier x Relative TSR Modifier | Fiscal 2025 | 115%(3) | 119% | | | Fiscal 2024 | 90%(4) | | | | Fiscal 2023 | 144%(5) | | | | Three-Year Result | 116% | 119% | | | PRSUs Earned | 138% of Target | |
Fiscal 2025 CEO Pay
Fiscal 2025 CEO Pay For fiscal 2025, our CEO’s target TDC was $32.8 million, flat from the prior year. When comparing our CEO’s target TDC to the CEOs in our peer group, our CEO’s target TDC was at the median of the CEOs in our peer group. While the Compensation Committee does not tie individual compensation to specific target percentiles, beginning with fiscal 2025 compensation decisions, the Compensation Committee references the peer group median as its primary benchmark.
Our Compensation Practices Benefit our Stockholders
| Compensation Practices | | | Independent Compensation Committee | Our Compensation Committee consists entirely of independent directors. | | Independent Compensation Consultant | Our Compensation Committee utilizes an independent compensation consultant, which is retained directly by the Compensation Committee and provides no other services to Cisco’s management. | | Risk Assessment | Our Compensation Committee performs an annual review of the risks related to our compensation programs. | | Pay for Performance | 62% of target annual TDC for the CEO was performance-based and approximately 52% of target annual TDC for the other named executive officers was performance-based. See the “Compensation Components” section for a discussion of our named executive officers’ TDC. | | Annual Cash Incentive | Payment is primarily based on Cisco’s achievement of rigorous pre-established revenue and operating income goals (weighted 90%) and secondarily based on a team performance factor scored based on the executive leadership team’s joint execution with respect to certain Purpose goals and initiatives (weighted 10%). | | Annual Long-Term Equity Incentive | Approximately 60% of our CEO’s target annual equity award value is in PRSUs and, except for awards granted in connection with promotions, approximately 50% of our other named executive officers’ target annual equity award value is in PRSUs. For fiscal 2025 PRSUs, the PRSUs may be earned based on a pre-established three-year performance goal, namely operating income, modified higher or lower by no more than 20% based on relative TSR performance measured over the same three-year performance period, with earned values paid at the end of the full performance period. The fiscal 2024 and fiscal 2023 PRSUs may be earned based on pre-established annual performance goals, namely operating cash flow and EPS, modified higher or lower by no more than 20% based on relative TSR performance measured over a three-year period, with earned values paid at the end of the full performance period. | | Caps on Incentive Compensation | There is a limit on the maximum amount of annual cash incentives and PRSUs that may be paid. For our fiscal 2025 PRSUs, we also cap at target our Relative TSR Modifier in the event that our absolute TSR during the three-year performance period is negative. | | No SERP or Pension Plan | We do not sponsor a supplemental executive retirement plan or a defined benefit pension plan for our executive officers. | | Employment Agreements | None of our executive officers have employment, severance, or change in control agreements. | | Stock Ownership Guidelines and Holding Requirement | We have meaningful stock ownership guidelines for our executive officers and non-employee directors. Additionally, during fiscal 2025, we added a holding requirement, which applies until an executive officer satisfies such ownership requirement. |
Our Compensation Practices Benefit our Stockholders
| Compensation Practices | | | Recoupment (“Clawback”) Policy | We have a long-standing recoupment (“clawback”) policy that is triggered in the event of certain financial restatements. This policy was updated to comply with new SEC rules, expanding its application from qualifying cash awards and PRSUs received prior to October 2, 2023 to include all qualifying cash and equity incentive awards received on or after October 2, 2023. Additionally, our equity plans provide for the forfeiture of awards if an executive officer participates in activities detrimental to Cisco or is terminated for misconduct. | | Limited Perquisites | We only provide limited perquisites as approved by the Compensation Committee. | | No Single-Trigger Change-in-Control Vesting Acceleration Provisions | No equity awards are subject to single-trigger change in control vesting. | | No Repricing | Our 2005 Stock Incentive Plan expressly prohibits repricing or repurchasing equity awards that are underwater without stockholder approval. | | No Parachute Excise Tax Gross-Ups | We do not provide tax gross-ups in connection with any “golden parachute” excise taxes. | | No Hedging | Under our insider trading policy, all employees (including officers) and members of the Board are prohibited from engaging in any speculative transactions in Cisco securities, including engaging in short sales, transactions involving put options, call options or other derivative securities, or any other forms of hedging transactions, such as collars or forward sale contracts. | | No Pledging | Executive officers and members of the Board are prohibited from pledging Cisco securities in margin accounts or as collateral for loans. | | No Dividends or Dividend Equivalents Paid or Settled on Unvested Equity Awards | We do not provide for payment of dividends or settlement of dividend equivalents on unvested awards. | | Timing of Equity Award Grants | We do not coordinate grants of equity awards with disclosures of positive or negative information. |
Variable Cash Incentive Awards
Variable Cash Incentive Awards The primary objectives of Cisco’s annual cash incentive program are to reward achievement of our annual financial performance (90% weighting) and our executive leadership team’s performance with respect to certain Purpose-related goals and initiatives (10% weighting), and to establish appropriate company performance expectations to ensure that our executives are accountable for our continued growth and profitability while striving to conduct our business in a sustainable manner. Performance measures and goals for determining our named executive officers’ fiscal 2025 annual incentive awards were pre-established under Cisco’s EIP. The pre-established performance goals were based on Cisco’s achievement of financial performance goals, expressed as the CPF, and a Purpose factor that is determined based on the executive leadership team’s joint execution with respect to certain Purpose-related goals and initiatives. The Compensation Committee established such performance measures and goals based on feedback from stockholders as discussed further below, an informed review of Cisco’s targeted financial performance for fiscal 2025, and the pay practices of the companies in our peer group.
How Variable Cash Incentive Awards Work
How Variable Cash Incentive Awards Work The financial performance metrics for awards under the EIP for fiscal 2025 were based on the financial performance metrics of revenue and profit before taxes, and the specific financial targets are the same as those used under the company-wide bonus plan. For fiscal 2025, the target bonus was based on a CPF of 1.0. Cisco’s financial performance must have exceeded its fiscal 2025 financial plan established by the Board for the CPF to exceed 1.0. For fiscal 2025, the Purpose factor was scored based on the executive leadership team’s joint execution with respect to certain Purpose-related goals and initiatives. For each named executive officer, the fiscal 2025 EIP awards were calculated by multiplying an individual’s annual base salary for fiscal 2025 by the individual’s target award percentage, and multiplying the result by the sum of 90% of the CPF and 10% of the Purpose factor, as follows: The Compensation Committee does not have the discretion to award bonuses under the EIP if the applicable performance criteria have not been met. The fiscal 2025 cash incentive awards for each named executive officer participant were as follows:
How Variable Cash Incentive Awards Work
| Named Executive Officer | Base Salary(1) | Target Award Percentage | Company Performance Factor (90%) | Purpose Factor (10%) | EIP Payment | | Charles H. Robbins | $1,390,000 | 260% | 1.44 | 1.20 | $5,117,424 | | R. Scott Herren | $896,875 | 160% | 1.44 | 1.20 | $2,031,960 | | Jeetu Patel | $859,638 | 160% | 1.44 | 1.20 | $1,947,596 | | Dev Stahlkopf | $732,875 | 160% | 1.44 | 1.20 | $1,660,402 | | Thimaya Subaiya | $761,878 | 160% | 1.44 | 1.20 | $1,726,112 |
How Variable Cash Incentive Awards Work
(1)The base salary amounts for Mr. Patel and Mr. Subaiya reflect the fiscal 2025 base salary increases in November 2024.
Company Performance Factor (CPF)
For fiscal 2025, the funding percentage for the revenue financial performance goal was: 0% for performance below threshold (90% of target); 25% for performance at threshold (90% of target); increased by 7.5% for each percentage increase in performance between threshold and target (between 90% and 100% of target); 100% for performance at target; increased by 20% for each percentage increase in performance between target and maximum (between 100% and 105% of target); and 200% for performance at or above maximum (105% of target). For fiscal 2025, the funding percentage for the profit before taxes financial performance goal was: 0% for performance below threshold (85% of target); 25% for performance at threshold (85% of target); increased by 5% for each percentage increase in performance between threshold and target (between 85% and 100% of target); 100% for performance at target; increased by 10% for each percentage increase in performance between target and maximum (between 100% and 110% of target); and 200% for performance at or above maximum (110% of target). The revenue and profit before taxes goals and results were calculated for purposes of the EIP in accordance with pre-established rules. Revenue was Cisco’s GAAP revenue excluding the effects of the impact of changes in GAAP and the effects of business combinations and divestitures subject to pre-established criteria and thresholds. Profit before taxes was Cisco’s GAAP profit before taxes excluding the following: share-based compensation expense; compensation expense related to acquisitions and divestitures; changes in estimates of contingent consideration related to acquisitions; gains or losses on acquisitions and divestitures; amortization or impairment of acquired
Long-Term, Equity-Based Incentive Awards
Long-Term, Equity-Based Incentive Awards The primary objectives of Cisco’s equity-based incentive awards program are to align the interests of our executive officers with our stockholders, to provide our executive officers with a long-term incentive to manage Cisco from the perspective of an owner, and to offer competitive long-term incentives and total target pay levels to attract and retain high-quality executive talent. PRSUs support the objectives of linking realized value to the achievement of critical financial and operational objectives and delivering superior long-term stockholder returns. Time-based RSUs support retention and align the interests of our executive officers with those of our stockholders since they promote stockholder value creation and a culture of ownership. The Compensation Committee determines the size of an executive officer’s equity awards according to each executive officer’s position within Cisco and sets targets at levels intended to create a meaningful opportunity for reward predicated on increasing stockholder value and delivering on key long-term financial performance objectives. In addition to considering competitive market data, the Compensation Committee considers an individual’s performance history, an individual’s potential for future advancement and promotions, the CEO’s recommendations for awards other than his own, and the value of existing vested and unvested outstanding equity awards, including the extent to which such awards provide sufficient holding power for each of our executive officers. The relative weight given to each of these factors varies among individuals at the Compensation Committee’s discretion.
Fiscal 2025 Awards
Fiscal 2025 Awards In September 2024, the Compensation Committee approved fiscal 2025 equity awards for the CEO to be comprised of approximately 60% PRSUs and 40% time-based RSUs (based on grant date target value) and for each of the other named executive officers to be comprised of approximately 50% PRSUs and 50% time-based RSUs (based on grant date target value) as set forth in the table below. The fiscal 2025 PRSUs were granted using a three-year performance period with a multi-year performance metric covering the performance period from the beginning of fiscal 2025 through the end of fiscal 2027, subject to adjustment higher or lower by up to 20% based on the achievement of a relative TSR performance goal. However, the Relative TSR Modifier for the fiscal 2025 PRSUs is capped at target in the event our absolute TSR during the three-year performance period is negative. After consideration by the Compensation Committee of each executive officer’s position within Cisco, performance history, and potential for future advancement and promotions, the intent to create a meaningful opportunity to reward an increase in stockholder value and delivery of key long-term financial performance objectives, competitive market data, the CEO’s recommendations for awards other than his own, and the value of existing vested and unvested outstanding equity awards, the Compensation Committee determined that the prior fiscal year’s grant date target values continued to be appropriate and made no changes for the fiscal 2025 equity awards to Mr. Robbins, Mr. Herren and Ms. Stahlkopf, and further determined that the fiscal 2025 equity awards to Mr. Patel, Mr. Subaiya, and Mr. Steele were appropriate based on their promotions and the other factors set forth above. The Compensation Committee also approved the accrual of dividend equivalents on PRSUs and time-based RSU awards granted to executive officers as it did in prior years. Such dividend equivalents accrue on the awards as of each dividend payment date during the period between the date the award is granted and the date the award vests and are subject to the same terms and conditions (including, without limitation, any forfeiture conditions) as the awards to which they relate. Any dividend equivalents awarded with respect to the awards will be settled only if, when and to the extent such awards vest and are settled.
Fiscal 2025 Awards
| Named Executive Officer | Target PRSUs | Max. PRSUs | Target Value of PRSUs | Time-Based RSUs | Grant Value of Time-Based RSUs | Total Target Value of Fiscal 2025 Annual Equity Awards(1) | | Charles H. Robbins | 304,547 | 610,312 | $16,680,039 | 216,175 | $11,120,042 | $27,800,081 | | R. Scott Herren | 127,808 | 256,127 | $7,000,044 | 136,081 | $7,000,007 | $14,000,051 | | Jeetu Patel | 150,091 | 300,782 | $8,220,484 | 150,091 | $7,259,902 | $15,480,386 | | Dev Stahlkopf | 77,598 | 155,506 | $4,250,042 | 82,621 | $4,250,024 | $8,500,066 | | Thimaya Subaiya | 100,420 | 201,241 | $5,500,003 | 106,921 | $5,500,016 | $11,000,019 | | Gary Steele | 164,324 | 329,305 | $9,000,025 | 174,962 | $9,000,045 | $18,000,070 |
How PRSUs Work
How PRSUs Work The fiscal 2025 PRSUs are earned based on performance against a three-year operating goal, representing a change in our long-term incentive program design, which previously provided for the average of Cisco’s operating goals over a three-year period as measured against annual performance goals set by the Compensation Committee at the beginning of each fiscal year. As discussed above, the operating goal for the fiscal 2025 PRSUs changed from the fiscal 2024 metrics of EPS and operating cash flow to operating income. Additionally, in fiscal 2025, we added a restriction that caps at target the Relative TSR Modifier under our long-term incentive program in the event our absolute TSR during the three-year performance period is negative. The formula to determine the number of earned fiscal 2025 PRSUs is set forth below:
Financial Goal Multiplier
Financial Goal Multiplier The Financial Goal Multiplier is based on Cisco’s operating goals over a three-year period as measured against three-year performance goals that were set by the Compensation Committee at the beginning of fiscal 2025. Following the completion of three-year performance period, the Compensation Committee will certify the financial goal multiplier that was earned and determine the Financial Goal Multiplier for the three-year period. The Compensation Committee selected operating income as the operating goal for the fiscal 2025 through fiscal 2027 performance period because this measure has a strong correlation with stockholder value creation. Operating income can range from a threshold of 80% of target to a maximum of 125% of target. Operating income below the threshold level results in a Financial Goal Multiplier of 0%. Operating income at or above the maximum levels results in a Financial Goal Multiplier of 167%.
Relative TSR Modifier
Relative TSR Modifier Following the completion of the three-year performance period, the Relative TSR Modifier is determined and certified by the Compensation Committee by comparing Cisco’s TSR at the end of the three-year performance period to the TSR of a pre-established group of comparator companies. In the case of the fiscal 2025 PRSU grants, the performance metric is Cisco’s TSR relative to the companies comprising the S&P 500 Index over a three-year period covering fiscal years 2025 through 2027. The Relative TSR Modifier is calculated as follows:
Relative TSR Modifier
| Relative TSR | Relative TSR Modifier(1) | | 75th Percentile or Above | 120% | | 50th Percentile | 100% | | 25th Percentile or Below | 80% |
Relative TSR Modifier
(1)To the extent Cisco’s relative TSR falls between two discrete points in the table above, linear interpolation shall be used to determine the Relative TSR Modifier. As noted above, the Relative TSR Modifier for the fiscal 2025 PRSUs will be capped at target in the event Cisco’s absolute TSR during the three-year performance period is negative.
2025 Financial Results for the Fiscal 2024 and Fiscal 2023 Awards
The Company’s performance relative to the above goals resulted in a Financial Goal Multiplier for fiscal 2025 of 115%, as further illustrated in the table above, reflecting achievement above target levels. This multiplier is included as part of the three-year average for the relevant PRSUs (i.e., the Year 3 Financial Goal Multiplier for the fiscal 2023 PRSUs and the Year 2 Financial Goal Multiplier for the fiscal 2024 PRSUs). For fiscal 2025, the funding percentage for the operating income financial performance goal was: 0% for performance below threshold (80% of target); 25% for performance at threshold (80% of target); increased by 3.75% for each percentage increase in performance between threshold and target (between 80% and 100% of target); 100% for performance at target; increased by 2.68% for each percentage increase in performance between target and maximum (between 100% and 125% of target); and 167% for performance at or above maximum (125% of target). When setting the three-year performance goals for the fiscal 2025 PRSUs and the fiscal 2025 performance goals for the fiscal 2024 and fiscal 2023 PRSUs, in both cases at the beginning of fiscal 2025, operating income was calculated from Cisco’s GAAP operating income excluding the following: share-based compensation expense; compensation expense related to acquisitions and divestitures; changes in estimates of contingent consideration related to acquisitions; gains or losses on acquisitions and divestitures; amortization or impairment of acquired intangible assets including in-process research and development; all external acquisition and divestiture-related costs such as finder’s fees, advisory, legal, accounting, valuation, hedging or other professional or consulting fees directly associated with acquisitions; gains or losses resulting from resolving all pre-acquisition or divestiture contingencies; and each of the following subject to pre-established thresholds: the impact of any cumulative effect of changing to newly adopted accounting principles; operating income of acquired and divested entities and their subsidiaries as reflected on the financial records thereof; restructuring charges; losses due to impairments or gain/loss contingencies; gains or losses on the sale of fixed assets; and direct losses on Cisco’s tangible assets from natural catastrophe, war, insurrection, riot, terrorism, confiscation, expropriation, nationalization, deprivation, or seizure.
2025 Product ARR Goals and Results
The Company’s performance relative to the above goals resulted in a Transformational Financial Goal Multiplier for fiscal 2025 of 98%, reflecting achievement below target levels. This multiplier is included as part of the three-year average for the transformational PRSUs as set forth below. Product ARR for purposes of determining the fiscal 2025 Transformational Financial Goal Multiplier was calculated from Cisco’s product ARR excluding the effects of business combinations and divestitures subject to pre-established criteria and thresholds. For fiscal 2025, the Transformational Financial Goal Multiplier goal was: 0% for product ARR performance below threshold (90% of target); 50% for product ARR performance at threshold (90% of target); increased by 5% for each percentage increase in product ARR performance between threshold and target (between 90% and 100% of target); 100% for product ARR performance at target; increased by 6.67% for each percentage increase in product ARR performance between target and maximum (between 100% and 115% of target); and 200% for product ARR performance at or above maximum (115% of target).
Additional Equity Award to Mr. Patel
Additional Equity Award to Mr. Patel In December 2024, in light of the additional responsibilities assumed by Mr. Patel when he was promoted to EVP, Chief Product Officer, which was prior to his promotion to President and Chief Product Officer, and to better align Mr. Patel’s total target pay with peer median practices, the Compensation Committee approved the following grant of time-based RSUs to Mr. Patel.
Additional Equity Award to Mr. Patel
| Named Executive Officer | Time-Based RSUs | Grant Value of Time-Based RSUs | | Jeetu Patel | 43,030 | $2,426,892 |
Vesting of RSUs and PRSUs
Vesting of RSUs and PRSUs Consistent with typical practices among competitors for key talent in the technology sector and responsive to recruiting and retention considerations in this market, 34% of the time-based RSUs granted during fiscal 2025 will generally vest subject to a one-year cliff and then vest 8.25% in each successive quarter thereafter over the remainder of the three-year vesting period. Subject to continued employment and the Compensation Committee’s discretion to further review and reduce the number of earned PRSUs until the settlement date, any earned PRSUs will be settled following the completion of the performance period and final certification of the Compensation Committee. All outstanding unvested equity awards under the 2005 Stock Incentive Plan will vest in full (at target levels for PRSUs), and, if applicable, become immediately exercisable in the event of the named executive officer’s death, terminal illness, or if Cisco is acquired by merger or asset sale, unless the award or related agreement is assumed or replaced by the acquiring entity.
Separation Agreement with Mr. Steele
Separation Agreement with Mr. Steele In May 2024, after closing the acquisition of Splunk, we entered into a letter agreement with Mr. Steele (the “Letter Agreement”) in connection with Mr. Steele’s appointment as President, Go-to-Market, his importance in effectively integrating Splunk into Cisco, and in consideration of the change in control severance benefits to which he became entitled upon our acquisition of Splunk. The Letter Agreement provides certain employment termination provisions during the period that change in control severance benefits would have applied under his previous employment agreement with Splunk, prior to the acquisition. These provisions provide that, upon a qualifying termination under the Letter Agreement during the period ending on the 18-month anniversary of the closing of the Splunk acquisition and subject to Mr. Steele’s execution of an effective release of claims and continued compliance with post-termination covenants, Mr. Steele would receive a lump sum cash amount equal to 24 months of Mr. Steele’s annual base salary, two times Mr. Steele’s target annual bonus, a pro-rated target annual bonus, and the premiums required to continue Mr. Steele’s group health care coverage for a period of 18 months (the “Steele Payment”). Mr. Steele meaningfully contributed to the successful integration of Splunk. His May 2025 separation from Cisco was considered a qualifying termination under his Letter Agreement. Pursuant to the Letter Agreement, Mr. Steele executed a release of claims and was paid a lump sum cash payment in the amount of $6,516,200, which is equal to the Steele Payment.
Retirement
Retirement In the event of the retirement of a named executive officer, and to the extent the named executive officer meets certain retirement eligibility criteria described in the award agreement and complies with certain post-retirement assistance requirements and covenants, all PRSUs, except for the transformational PRSUs, will continue to vest and any earned PRSUs, based on the satisfaction of the performance metrics, will be settled in Cisco shares at the end of the applicable three-year performance period. Beginning with the fiscal 2024 equity awards, in the event of the retirement of any RSU award recipient, including each of our named executive officers, and to the extent the RSU award recipient satisfies the specific retirement eligibility criteria described in the award agreement, any unvested portion of the RSUs will vest upon the award recipient’s retirement. At the end of fiscal 2025, Mr. Robbins was eligible for retirement vesting. See the “Compensation Committee Matters – Fiscal 2025 Compensation Tables – Grants of Plan-Based Awards – Fiscal 2025” table for additional information regarding these equity grants to the named executive officers and the “Potential Payments upon Termination or Change in Control” section for additional information regarding these grants to the named executive officers and all other outstanding equity awards previously granted to the named executive officers.
Fiscal 2026 Compensation Approach
Fiscal 2026 Compensation Approach lBase Salaries – Based on individual performance, internal equity, and reference to the peer group median as the primary benchmark, the annual base salary for Ms. Stahlkopf will increase from $732,875 to $750,000 and the annual base salary for Mr. Subaiya will increase from $775,000 to $800,000, both effective November 1, 2025. The annual base salary of Mr. Patel for fiscal 2026 was not increased. Additionally, the annual base salary of Mr. Robbins for fiscal 2026 was not increased and has not increased since the beginning of fiscal 2020. lVariable Cash Incentive Awards — Awards under the EIP for the named executive officers are based entirely on the risk and reward of Cisco’s financial performance, a change from fiscal 2025 during which 90% of the bonus was based on Cisco’s financial performance and 10% was based on a Purpose Factor. The individual target awards remain at competitive levels of 260% of base salary for Mr. Robbins and 160% of base salary for the other named executive officers, which levels are the same as fiscal 2025 levels. lLong-Term, Equity-Based Incentive Awards — In the interest of maintaining Cisco’s intended competitive positioning among the peers, and of continuing the consistency of the overall incentive program design and operation, in September 2025, the Compensation Committee granted the following fiscal 2026 equity awards to the continuing named executive officers below (60% PRSUs/40% RSUs for the CEO and 50% PRSUs/50% RSUs for the other continuing named executive officers). The fiscal 2026 PRSUs continue to use a three-year performance period with a multi-year performance metric covering the three-year period from the beginning of fiscal 2026 through the end of fiscal 2028. A relative TSR performance goal for the fiscal 2026 PRSUs will modify the financial performance goal multiplier higher or lower by no more than 20% similar to the Relative TSR Modifier described above with respect to the fiscal 2025 PRSUs with a cap at target in the event Cisco’s absolute TSR during the three-year performance period is negative.
Fiscal 2026 Compensation Approach
| Named Executive Officer | Performance-Based Restricted Stock Units | Time-Based Restricted Stock Units | | Charles H. Robbins | 273,510 | 190,050 | | Jeetu Patel | 107,512 | 112,058 | | Dev Stahlkopf | 60,924 | 63,500 | | Thimaya Subaiya | 68,091 | 70,970 |
Equity Award Timing Policies and Practices
Equity Award Timing Policies and Practices We do not grant equity awards in anticipation of the release of material nonpublic information and we do not time the release of material nonpublic information based on equity award grant dates or for the purpose of affecting the value of executive compensation. In addition, we do not take material nonpublic information into account when determining the timing and terms of such awards. Although we do not have a formal policy with respect to the timing of our equity awards, the Compensation Committee has historically granted such awards on a predetermined annual schedule. In fiscal 2025, we did not grant new awards of stock options, stock appreciation rights, or similar option-like instruments to our named executive officers.
Peer Group
Peer Group The Compensation Committee approved a peer group in February 2024, which was used to establish compensation targets and guide decisions through February 2025. Exequity subsequently prepared a peer group study, and based on the below objective selection criteria, the same peer group was approved in March 2025. As an additional point of reference, the Compensation Committee may also decide to use data accumulated by management regarding compensation practices of companies where Cisco regularly competes for talent.
How the Peer Group was Selected
How the Peer Group was Selected The members of the peer group are generally based on the following objective criteria, recommended by Exequity: lMajor information technology companies with related Global Industry Classification Standard (GICS) codes 4510, 4520, 4530, and 5020; lA three-year rolling average market capitalization greater than $30 billion (based on the trailing 12-quarter average); and lRevenues greater than $10 billion (based on the trailing four-quarter averages).
Peer Group Members
Peer Group Members
Peer Group Members
| Accenture plc (ACN) | Dell Technologies Inc. (DELL) | Microsoft Corporation (MSFT) | | Adobe Inc. (ADBE) | HP Inc. (HPQ) | Oracle Corporation (ORCL) | | Alphabet Inc. (GOOG) | Intel Corporation (INTC) | Qualcomm Incorporated (QCOM) | | Apple Inc. (AAPL) | International Business Machines Corporation (IBM) | Salesforce, Inc. (CRM) | | Broadcom Inc. (AVGO) | Meta Platforms, Inc. (META) | Visa Inc. (V) |
Peer Group Members
The positions of Cisco’s named executive officers were compared to their counterpart positions in the peer group, and the compensation levels for comparable positions in the peer group were examined for guidance in determining: lbase salaries; lvariable cash incentive awards; and lthe amount and mix of long-term, equity-based incentive awards.
Peer Group Members
| Compensation Committee Matters | 63 | | | |
Peer Group Members
The Compensation Committee establishes base salaries, variable cash incentive awards, and long-term, equity-based incentive awards on a case-by-case basis for each named executive officer taking into account, among other things, company and individual performance, role expertise, experience, and the competitive market, advancement potential, recruiting needs, internal equity, retention requirements, unrealized equity gains, succession planning, and best compensation governance practices. The Compensation Committee does not tie individual compensation to specific target percentiles. Beginning with fiscal 2025 compensation decisions, the Compensation Committee references the peer group median as its primary benchmark.
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and Principal Position(1) | Fiscal Year(1) | Salary ($) | Bonus ($) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | Total as Adjusted for Alternative Stock Award Values ($)(5) | | Charles H. Robbins | 2025 | 1,390,000 | — | 45,870,690 | 5,117,424 | 460,637 | 52,838,751 | 41,266,351 | | Chair and Chief Executive Officer | 2024 | 1,390,000 | — | 35,373,892 | 2,356,328 | 82,434 | 39,202,654 | 39,848,592 | | | 2023 | 1,390,000 | — | 24,108,979 | 6,266,676 | 78,053 | 31,843,708 | 38,734,840 | | R. Scott Herren | 2025 | 896,875 | — | 21,218,879 | 2,031,960 | 145,904 | 24,293,618 | 19,240,877 | | Former Executive Vice President and Chief Financial Officer | 2024 | 891,238 | — | 16,937,800 | 929,757 | 90,232 | 18,849,027 | 18,758,624 | | | 2023 | 869,231 | — | 14,201,856 | 2,411,505 | 66,417 | 17,549,009 | 19,013,898 | | Jeetu Patel | 2025 | 859,184 | — | 22,742,067 | 1,947,596 | 138,588 | 25,687,435 | 22,497,852 | | President and Chief Product Officer | | | | | | | | | | Dev Stahlkopf | 2025 | 732,875 | — | 13,300,768 | 1,660,402 | 132,689 | 15,826,734 | 12,758,943 | | Executive Vice President and Chief Legal Officer | 2024 | 728,269 | — | 10,941,885 | 759,745 | 66,961 | 12,496,860 | 12,260,778 | | | 2023 | 705,769 | — | 7,564,618 | 1,957,945 | 15,525 | 10,243,857 | 12,512,719 | | Thimaya Subaiya | 2025 | 761,731 | — | 12,112,001 | 1,726,112 | 138,771 | 14,738,615 | 14,243,604 | | Executive Vice President, Operations | 2024 | 668,484 | — | 3,966,086 | 548,537 | 15,525 | 5,198,632 | 5,191,111 | | Gary Steele | 2025 | 792,308 | 5,000,000(6) | 20,500,105 | — | 6,541,142 | 32,833,555 | 32,833,555 | | Former President, Go-to-Market | 2024 | 349,234 | 291,781(7) | — | 115,271 | 105,847 | 862,133 | 862,133 |
Summary Compensation Table
(1)Mr. Patel was promoted to President and Chief Product Officer, effective May 14, 2025, and was not a named executive officer in fiscal 2023 and 2024. Mr. Subaiya was promoted to Executive Vice President, Operations, effective March 5, 2024, and was not a named executive officer in fiscal 2023. Mr. Steele became President, Go-to-Market, effective May 15, 2024, and was not a named executive officer in fiscal 2023. (2)The amounts in the “Stock Awards” column represent the aggregate grant date fair values, computed in accordance with FASB ASC Topic 718, of PRSUs and RSUs granted during the applicable fiscal year under the 2005 Stock Incentive Plan. See below for more information on, and assumptions used for, the grant date fair value of the PRSUs. For time-based awards without dividend equivalent rights, the grant date fair value was determined using the closing price of Cisco common stock on the date of grant, adjusted for the present value of expected dividends. For time-based awards with dividend equivalent rights, the grant date fair value was determined using the closing price of Cisco common stock on the date of grant. The PRSUs awarded in fiscal 2025, 2024 and 2023 are generally based on the three-year performance cycle of (i) fiscal 2025 through fiscal 2027, (ii) fiscal 2024 through fiscal 2026, and (iii) fiscal 2023 through fiscal 2025, respectively. Generally, for the PRSUs awarded in fiscal 2025, 2024 and 2023, the performance metrics are based on operating goal performance with a modifier of plus or minus 20% based on Cisco’s relative TSR, subject to a cap at target for the relative TSR modifier of the fiscal 2025 PRSUs in the event Cisco’s absolute TSR during the three-year performance period is negative.
Summary Compensation Table
| 66 | Cisco 2025 Proxy Statement | | | |
Summary Compensation Table
For the PRSUs awarded in fiscal 2025, the metric used to determine the number of PRSUs earned relative to operating goal performance is operating income based on goals over the three-fiscal year performance period, pre-established at the beginning of fiscal 2025. This operating goal performance metric will be reviewed at the end of the performance period and any PRSUs are earned based on performance over the performance period, subject to the Compensation Committee’s approval. For the PRSUs awarded in fiscal 2024 and 2023, the metrics used to determine the number of PRSUs earned relative to operating goal performance are operating income during fiscal 2025 and operating cash flow and EPS during fiscal 2024 and 2023, based on annual goals, pre-established at the beginning of each applicable fiscal year (the “Legacy Design”). These operating goal performance metrics are reviewed at the end of each fiscal year and any PRSUs are earned based on the average performance over the applicable fiscal years, subject to the Compensation Committee’s approval. The probable and maximum values are based upon achieving the target or maximum level of performance as of the date the goals were set. The performance periods for the PRSUs earned based on Cisco’s relative TSR are described in the “ Grants of Plan-Based Awards – Fiscal 2025” table below. See the “Fiscal 2025 Compensation” section in the CD&A for a description of the material terms of the PRSUs. The table below sets forth the grant date fair value for PRSUs awarded in fiscal 2025, 2024 and 2023.
Summary Compensation Table
| Name | Fiscal Year | Probable Outcome of Performance Conditions Grant Date Fair Value ($)(a) | Maximum Outcome of Performance Conditions Grant Date Fair Value ($)(a) | | Charles H. Robbins | 2025 | 34,750,648 | 69,614,306 | | | 2024 | 24,253,889 | 47,391,223 | | | 2023 | 13,708,978 | 25,684,293 | | R. Scott Herren | 2025 | 14,218,872 | 28,485,955 | | | 2024 | 9,937,778 | 19,343,396 | | | 2023 | 7,201,856 | 12,812,133 | | Jeetu Patel | 2025 | 13,055,273 | 26,156,187 | | Dev Stahlkopf | 2025 | 9,050,744 | 18,130,759 | | | 2024 | 6,691,860 | 12,963,995 | | | 2023 | 3,314,597 | 6,352,596 | | Thimaya Subaiya | 2025 | 6,611,985 | 13,247,950 | | | 2024 | 1,504,155 | 2,915,329 | | Gary Steele | 2025 | 11,500,060 | 23,036,120 |
Summary Compensation Table
(a) Except in the case of the fiscal 2025 PRSUs, because the performance-related component for PRSUs that contain operating goals is based on separate measurements of our financial performance for each year in the three-year performance cycle, FASB ASC Topic 718 requires the grant date fair value to be calculated at the commencement of each separate year of the performance cycle when the respective performance measures are approved as follows: (i) the amounts for fiscal 2025 represent the grant date fair value for the operating goal performance-related component and market-related TSR component of the PRSUs awarded in fiscal 2025 based upon the probable or target outcome of these components as of the date the goals were set and based upon achieving the maximum level of performance under these components as of the date the goals were set; (ii) the amounts for fiscal 2024 represent the grant date fair value for the operating goal performance-related component of the PRSUs awarded in fiscal 2024, 2023 and 2022 and the market-related TSR component of the PRSUs awarded in fiscal 2024 based upon the probable or target outcome of these components as of the date the goals were set and based upon achieving the maximum level of performance under these components as of the date the goals were set; and (iii) the amounts for fiscal 2023 represent the grant date fair value for the operating goal performance-related component of the PRSUs awarded in fiscal 2023, 2022 and 2021 and the market-related TSR component of the PRSUs awarded in fiscal 2023 based upon the probable or target outcome of these components as of the date the goals were set and based upon achieving the maximum level of performance under the component as of the date the goals were set. For additional description of the actual amounts earned for the fiscal 2023 PRSUs, see the “Fiscal 2025 Compensation – Long-Term, Equity-Based Incentive Awards – Earned Fiscal 2023 Awards (Fiscal 2023 – 2025)” section in the CD&A above.
Summary Compensation Table
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Summary Compensation Table
The following table includes the assumptions used to calculate the grant date fair value of PRSU awards (prior to any applicable modifications) reported for fiscal 2025, 2024 and 2023.
Summary Compensation Table
| PRSU Award | Fair Value ($) | Assumptions (Operating Goal) | | Fair Value ($) | Assumptions (TSR Goal) | | | | | Range of Risk Free Interest Rate (%) | Dividend Yield (%) | | Risk Free Interest Rate (%) | Dividend Yield (%) | | Fiscal 2025 | | | | | | | | 11/5/2024 PRSUs | 61.83 | N/A | N/A | N/A | N/A | N/A | | 11/5/2024 PRSUs (Transformational) | 56.16 | N/A | N/A | N/A | N/A | N/A | | 9/19/2024 PRSUs | 54.77 | N/A | N/A | N/A | N/A | N/A | | 9/19/2024 PRSUs (Transformational) | 51.44 | N/A | N/A | N/A | N/A | N/A | | Year 2 of Fiscal 2024 PRSUs | 49.70 | N/A | N/A | N/A | N/A | N/A | | Year 2 of Fiscal 2024 PRSUs (Transformational) | 51.44 | N/A | N/A | N/A | N/A | N/A | | Year 3 of Fiscal 2023 PRSUs | 55.00 | N/A | N/A | N/A | N/A | N/A | | Year 3 of Fiscal 2023 PRSUs (Transformational) | 51.44 | N/A | N/A | N/A | N/A | N/A | | Fiscal 2024 | | | | | | | | 9/21/2023 PRSUs | 57.36 | N/A | N/A | N/A | N/A | N/A | | 9/21/2023 PRSUs (Transformational) | 53.34 | N/A | N/A | N/A | N/A | N/A | | Year 2 of Fiscal 2023 PRSUs | 67.33 | N/A | N/A | N/A | N/A | N/A | | Year 2 of Fiscal 2023 PRSUs (Transformational) | 57.26 | N/A | N/A | N/A | N/A | N/A | | Year 3 of Fiscal 2022 PRSUs | 57.26 | N/A | N/A | N/A | N/A | N/A | | Fiscal 2023 | | | | | | | | 10/11/2022 PRSUs | 42.34 | 4.25% – 4.26% | N/A | N/A | N/A | N/A | | 10/11/2022 PRSUs (Transformational) | 39.58 | N/A | N/A | N/A | N/A | N/A | | Year 2 of Fiscal 2022 PRSUs | 39.58 | N/A | N/A | N/A | N/A | N/A | | Year 3 of Fiscal 2021 PRSUs | 39.58 | N/A | N/A | N/A | N/A | N/A |
Summary Compensation Table
(3)The amounts listed in the “Non-Equity Incentive Plan Compensation” column for fiscal 2025, 2024 and 2023 reflect the cash awards paid under the EIP for performance in the applicable fiscal year. See the “Fiscal 2025 Compensation” section in the CD&A for a description of the material terms, including how the variable cash incentive awards were determined for fiscal 2025. (4)The amounts listed in the “All Other Compensation” column for fiscal 2025 include actual and estimated matching contributions by Cisco under the Deferred Compensation Plan, matching contributions that Cisco made under the 401(k) Plan, and other perquisites and personal benefits, and details about these amounts are set forth in the table below.
Summary Compensation Table
| Name | Matching Contributions under Deferred Compensation Plan ($)(a) | Matching Contributions under 401(k) Plan ($) | Other ($)(b)(c) | Total ($) | | Charles H. Robbins | 51,750 | 15,750 | 393,137(d) | 460,637 | | R. Scott Herren | — | 14,602 | 131,302(e) | 145,904 | | Jeetu Patel | — | 15,750 | 122,838(f) | 138,588 | | Dev Stahlkopf | — | 15,750 | 116,939(g) | 132,689 | | Thimaya Subaiya | — | 15,750 | 123,021(h) | 138,771 | | Gary Steele | — | 15,750 | 6,525,392(i) | 6,541,142 |
Summary Compensation Table
(a) This includes matching contributions related to fiscal 2025 salary deferred during calendar year 2024 as well as fiscal 2025 salary and non-equity incentive plan compensation deferred during calendar year 2025 that is expected to be credited at the end of calendar year 2025. See the “Nonqualified Deferred Compensation – Fiscal 2025” section below for more information. (b) In fiscal 2025, named executive officers were permitted to use the aircraft occasionally for non-business travel, subject to availability and reimbursing Cisco for the incremental cost of the flight. Additionally, in fiscal 2025, guests of named executive officers were permitted to ride along on Cisco’s leased corporate aircraft when the aircraft was already going to a specific destination for a business purpose, provided there was no more than a de minimis incremental cost. See the “Fiscal 2025 Compensation – Perquisites” section in the CD&A for a description of our Aircraft Policy and the method Cisco used in determining the incremental cost for personal use.
Summary Compensation Table
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Summary Compensation Table
(c) In fiscal 2025, Cisco replaced its U.S. paid time off policy with a non-accrued vacation time off policy for all U.S. exempt employees. In connection with this change, accrued unpaid vacation was paid out to all U.S. exempt employees, including the following amounts to our named executive officers: $97,140 to Mr. Robbins, $90,239 to Mr. Herren, $85,009 to Mr. Patel, $87,381 to Ms. Stahlkopf, $102,113 to Mr. Subaiya, and $9,192 to Mr. Steele. (d) The amount listed in the “All Other Compensation” column for fiscal 2025 for Mr. Robbins includes, in addition to the accrued unpaid vacation payout set forth in footnote (c) above, $284,581 for security, de minimis incremental catering costs for guests related to use of the corporate aircraft, and personal expenses in connection with the attendance of his spouse at required business trips where the presence of spouses/partners was expected. Cisco provides security, including but not limited to cyber and digital protection and executive protection and secure transportation for the CEO and the family of the CEO, as recommended by internal security personnel. Additionally, Cisco security practices provide that the CEO be driven to and from work by an authorized car service and personal security driver. Cisco does not consider these security expenses to be personal benefits since these expenses arise from the nature of Mr. Robbins’ employment by Cisco. However, the disclosure regulations require certain security expenses to be reported as personal benefits. The amount reported for such security expenses is the incremental cost to Cisco of providing security personnel employed by Cisco and third-party security vendors. For Cisco security personnel, the incremental cost includes meals, lodging and travel. Compensation is not included because Cisco already incurs that cost for business purposes. For third-party security vendors, the incremental cost is their actual cost. The incremental cost for the authorized car service and personal security driver is the actual cost. (e) The amount listed in the “All Other Compensation” column for fiscal 2025 for Mr. Herren includes, in addition to the accrued unpaid vacation payout set forth in footnote (c) above, cyber and digital protection security, and personal expenses in connection with the attendance of his spouse at required business trips where the presence of spouses/partners was expected. Cisco provides security, including but not limited to cyber and digital protection, for members of Cisco’s executive leadership team and the family of members of Cisco’s executive leadership team, to the extent recommended by internal security personnel. The incremental cost of third-party security vendors, security products and related licenses is their actual cost. (f) The amount listed in the “All Other Compensation” column for fiscal 2025 for Mr. Patel includes, in addition to the accrued unpaid vacation payout set forth in footnote (c) above, cyber and digital protection security, de minimis incremental catering costs for guests related to use of the corporate aircraft, and personal expenses in connection with the attendance of his partner at required business trips where the presence of spouses/partners was expected. Cisco provides security, including but not limited to cyber and digital protection, for members of Cisco’s executive leadership team and the family of members of Cisco’s executive leadership team, to the extent recommended by internal security personnel. The incremental cost of third-party security vendors, security products and related licenses is their actual cost. (g) The amount listed in the “All Other Compensation” column for fiscal 2025 for Ms. Stahlkopf includes, in addition to the accrued unpaid vacation payout set forth in footnote (c) above, cyber and digital protection security, and personal expenses in connection with the attendance of her spouse at required business trips where the presence of spouses/partners was expected. Cisco provides security, including but not limited to cyber and digital protection, for members of Cisco’s executive leadership team and the family of members of Cisco’s executive leadership team, to the extent recommended by internal security personnel. The incremental cost of third-party security vendors, security products and related licenses is their actual cost. (h) The amount listed in the “All Other Compensation” column for fiscal 2025 for Mr. Subaiya includes, in addition to the accrued unpaid vacation payout set forth in footnote (c) above, cyber and digital protection security, an annual executive health screening, and personal expenses at required business trips. Cisco provides security, including but not limited to cyber and digital protection, for members of Cisco’s executive leadership team and the family of members of Cisco’s executive leadership team, to the extent recommended by internal security personnel. The incremental cost of third-party security vendors, security products and related licenses is their actual cost. (i) The amount listed in the “All Other Compensation” column for fiscal 2025 for Mr. Steele includes, in addition to the accrued unpaid vacation payout set forth in footnote (c) above, upon his qualifying termination, $6,469,421 in cash payments, $32,301 for medical benefits, and a tax restoration payment on the medical benefits of $14,478.
Summary Compensation Table
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Summary Compensation Table
(5)To supplement the disclosure required by the SEC in the other columns of the Summary Compensation Table, we include this additional column to illustrate the target values for equity awards granted during fiscal 2025, 2024, and 2023 because the change to the design of our long-term incentive program during fiscal 2025 to incorporate three-year operating goals for the fiscal 2025 PRSUs causes us to recognize the grant date fair value for three full years at once, as compared to the recognition in one-year increments required under the Legacy Design, resulting in a lack of comparability from period to period as we transition away from the Legacy Design. During fiscal 2024 and 2023, our long-term incentive program provided for an average of Cisco’s operating goals over a three-year period as measured against annual performance goals set by the Compensation Committee at the beginning of each fiscal year. As a result and with respect to our PRSU grants, the values in the “Stock Awards” column for fiscal 2025 include, as required by SEC rules, both the full three-year target value of the fiscal 2025 PRSUs and one-third (i.e., a single year) of the target values of the fiscal 2024 and fiscal 2023 PRSUs, while the values for fiscal 2024 include only a portion of the target values for each of the fiscal 2024, 2023, and 2022 PRSUs and the values for fiscal 2023 include only a portion of the target values for each of the fiscal 2023, 2022, and 2021 PRSUs. The amounts reported in the “Total as Adjusted for Alternative Stock Award Values” differ substantially from the amounts determined under SEC rules as reported in the “Total” column and are not substitutes for the amounts reported in the “Total” column. These amounts in each case represent: (i) the corresponding amount set forth under the column entitled “Total,” as calculated under applicable SEC rules, minus (ii) the aggregate grant date fair values listed below, which represent the values attributable to annual PRSUs featuring the Legacy Design as included in the corresponding column entitled “Stock Awards,” as required under SEC rules, plus (iii) the corresponding values listed below, which represent alternative target grant values of PRSUs for the applicable fiscal year.
Summary Compensation Table
| | Fiscal 2025 | | Fiscal 2024 | | Fiscal 2023 | | | Name | SEC-Required Grant Date Fair Value for Legacy Design PRSUs ($) | Alternative Target Grant Value for Fiscal 2025 PRSUs ($)(a) | SEC-Required Grant Date Fair Value for Legacy Design PRSUs ($) | Alternative Target Grant Value for Fiscal 2024 PRSUs ($)(b) | SEC-Required Grant Date Fair Value for Legacy Design PRSUs ($) | Alternative Target Grant Value for Fiscal 2023 PRSUs ($)(c) | | Charles H. Robbins | 11,572,400 | — | 16,034,122 | 16,680,060 | 8,708,955 | 15,600,087 | | R. Scott Herren | 5,052,741 | — | 7,090,444 | 7,000,041 | 5,535,182 | 7,000,071 | | Jeetu Patel | 3,189,583 | — | N/A | N/A | N/A | N/A | | Dev Stahlkopf | 3,067,791 | — | 4,486,113 | 4,250,031 | 1,981,226 | 4,250,088 | | Thimaya Subaiya | 495,011 | — | 769,662 | 762,141 | N/A | N/A | | Gary Steele | — | — | — | — | N/A | N/A |
Summary Compensation Table
(a) The long-term incentive program during fiscal 2025 incorporated three-year operating goals for the fiscal 2025 PRSUs. Therefore, there are no alternative target grant values for the fiscal 2025 PRSUs. (b) The alternative target grant values for the fiscal 2024 PRSUs included in the “Fiscal 2024” column above are the product of (i) three and (ii) the grant date fair values as set forth in the “Grants of Plan-Based Awards - Fiscal 2024” table in the proxy statement for the 2024 annual meeting of stockholders. (c) The alternative target grant values for the fiscal 2023 PRSUs included in the “Fiscal 2023” column above are the product of (i) three and (ii) the grant date fair values as set forth in the “Grants of Plan-Based Awards - Fiscal 2023” table in the proxy statement for the 2023 annual meeting of stockholders. (6)In connection with Cisco’s acquisition of Splunk, Mr. Steele was granted a cash retention bonus. This amount reflects the portion of such bonus that vested on the 12-month anniversary of the closing of the acquisition. (7)The Compensation Committee approved a pro rata target payout to Mr. Steele under the Splunk annual bonus plan for fiscal 2024.
Summary Compensation Table
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Summary Compensation Table
The following table provides information on cash-based performance awards and stock unit awards in fiscal 2025 to each of Cisco’s named executive officers. There can be no assurance that the Grant Date Fair Value of the Stock Awards, as listed in this table, will ever be realized. These Grant Date Fair Value amounts also are included in the “Stock Awards” column of the Summary Compensation Table.
Grants of Plan-Based Awards – Fiscal 2025
Grants of Plan-Based Awards – Fiscal 2025
Grants of Plan-Based Awards – Fiscal 2025
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($)(1) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Charles H. Robbins | (2) | — | 3,614,000 | 7,228,000 | | | | | | | | 9/19/24(3) | | | | 60,909 | 304,547 | 610,312 | | 16,680,039 | | | 9/19/24(4) | | | | 6,462 | 96,932 | 194,251 | | 4,817,520 | | | 9/19/24(5) | | | | 8,187 | 122,816 | 246,123 | | 6,754,880 | | | 9/19/24(6) | | | | 63,163 | 126,326 | 252,652 | | 6,498,209 | | | 9/19/24(7) | | | | | | | 216,175 | 11,120,042 | | R. Scott Herren | (2) | — | 1,435,000 | 2,870,000 | | | | | | | | 9/19/24(3) | | | | 25,561 | 127,808 | 256,127 | | 7,000,044 | | | 9/19/24(4) | | | | 2,711 | 40,679 | 81,520 | | 2,021,746 | | | 9/19/24(5) | | | | 3,673 | 55,109 | 110,438 | | 3,030,995 | | | 9/19/24(6) | | | | 21,054 | 42,109 | 84,218 | | 2,166,087 | | | 9/19/24(7) | | | | | | | 136,081 | 7,000,007 | | Jeetu Patel | (2) | — | 1,375,421 | 2,750,842 | | | | | | | | 9/19/24(3) | | | | 30,018 | 150,091 | 300,782 | | 8,220,484 | | | 9/19/24(4) | | | | 1,771 | 26,572 | 53,250 | | 1,320,628 | | | 9/19/24(5) | | | | 2,265 | 33,981 | 68,097 | | 1,868,955 | | | 9/19/24(6) | | | | 15,991 | 31,983 | 63,966 | | 1,645,206 | | | 9/19/24(7) | | | | | | | 150,091 | 7,259,902 | | | 12/3/24(8) | | | | | | | 43,030 | 2,426,892 | | Dev Stahlkopf | (2) | — | 1,172,600 | 2,345,200 | | | | | | | | 9/19/24(3) | | | | 15,519 | 77,598 | 155,506 | | 4,250,042 | | | 9/19/24(4) | | | | 1,646 | 24,698 | 49,494 | | 1,227,491 | | | 9/19/24(5) | | | | 2,230 | 33,460 | 67,053 | | 1,840,300 | | | 9/19/24(6) | | | | 16,844 | 33,688 | 67,376 | | 1,732,911 | | | 9/19/24(7) | | | | | | | 82,621 | 4,250,024 | | Thimaya Subaiya | (2) | — | 1,219,006 | 2,438,012 | | | | | | | | 9/19/24(3) | | | | 20,084 | 100,420 | 201,241 | | 5,500,003 | | | 9/19/24(4) | | | | 295 | 4,429 | 8,875 | | 220,121 | | | 9/19/24(5) | | | | 333 | 4,998 | 10,015 | | 274,890 | | | 9/19/24(6) | | | | 5,997 | 11,994 | 23,988 | | 616,971 | | | 9/19/24(7) | | | | | | | 106,921 | 5,500,016 | | Gary Steele | (2) | — | 1,600,000 | 3,200,000 | | | | | | | | 9/19/24(3) | | | | 32,864 | 164,324 | 329,305 | | 9,000,025 | | | 9/19/24(9) | | | | 24,300 | 48,601 | 97,202 | | 2,500,035 | | | 9/19/24(7) | | | | | | | 174,962 | 9,000,045 |
Grants of Plan-Based Awards – Fiscal 2025
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Grants of Plan-Based Awards – Fiscal 2025
(1)The grant date fair value is computed in accordance with FASB ASC Topic 718 for PRSUs and RSUs granted during the applicable fiscal year under the 2005 Stock Incentive Plan. See footnote 2 of the Summary Compensation Table for more information on, and assumptions used for, the grant date fair value of the PRSUs. For time-based RSU awards without dividend equivalent rights, the grant date fair value was determined using the closing price of Cisco common stock on the date of grant, adjusted for the present value of expected dividends. For time-based RSU awards with dividend equivalent rights, the grant date fair value was determined using the closing price of Cisco common stock on the date of grant. (2)These rows represent possible payouts pursuant to the annual cash incentive awards under the EIP for fiscal 2025. The EIP did not contain any threshold value for fiscal 2025. For more information about the material terms of these payments, see the CD&A. lFor Mr. Robbins, the target and maximum values are calculated by multiplying 260% (target) and 520% (maximum), respectively, by his annual base salary during fiscal 2025. lFor Mr. Herren, Ms. Stahlkopf, and Mr. Steele, the target and maximum values are calculated by multiplying 160% (target) and 320% (maximum) by his or her annual base salary during fiscal 2025. lFor Mr. Patel and Mr. Subaiya, the target and maximum values are calculated by multiplying 160% (target) and 320% (maximum) by his pro-rated annual base salary during fiscal 2025. (3)The amounts shown in these rows reflect, in share amounts, the threshold, target, and maximum potential awards of PRSUs for the fiscal 2025 - fiscal 2027 performance period. The material terms of these PRSUs, which are completely at risk, are further described in the section titled “Long-Term, Equity-Based Incentive Awards” of the CD&A and footnote 2 to the Summary Compensation Table. (4)The amounts shown in these rows reflect, in share amounts, the threshold, target, and maximum potential awards of PRSUs for the fiscal 2024 awards for the fiscal 2025 performance period. The material terms of these PRSUs, which are completely at risk, are further described in the CD&A in the fiscal 2024 proxy statement and footnote 2 to the Summary Compensation Table. (5)The amounts shown in these rows reflect, in share amounts, the threshold, target, and maximum potential awards of PRSUs for the fiscal 2023 awards for the fiscal 2025 performance period. The material terms of these PRSUs, which are completely at risk, are further described in the CD&A in the fiscal 2023 proxy statement and footnote 2 to the Summary Compensation Table. (6)The amounts shown in these rows reflect, in share amounts, the threshold, target, and maximum potential awards of transformational PRSUs for the fiscal 2023 awards for the fiscal 2025 performance period. The material terms of these PRSUs, which are completely at risk, are further described in the CD&A in the fiscal 2023 proxy statement and footnote 2 to the Summary Compensation Table. (7)RSUs granted under the 2005 Stock Incentive Plan and vests 34% on November 10, 2025, and 8.25% quarterly thereafter. Each award is settled in shares on each vesting date. (8)RSUs granted under the 2005 Stock Incentive Plan and vests 34% on December 10, 2025, and 8.25% quarterly thereafter. The award is settled in shares on each vesting date. (9)The amounts shown in this row reflects, in share amounts, the threshold, target, and maximum potential award of transformational PRSUs for the fiscal 2025 transformational PRSU to Mr. Steele. The material terms of this award, which is completely at risk, are further described in the section titled “Long-Term, Equity-Based Incentive Awards” of the CD&A and footnote 2 to the Summary Compensation Table.
Grants of Plan-Based Awards – Fiscal 2025
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Grants of Plan-Based Awards – Fiscal 2025
The following table shows the number of Cisco unvested restricted stock units held by Cisco’s named executive officers as of July 26, 2025.
Outstanding Equity Awards At Fiscal 2025 Year-End
Outstanding Equity Awards At Fiscal 2025 Year-End
Outstanding Equity Awards At Fiscal 2025 Year-End
| | | Stock Awards | | | | | Name | Grant | Number of Shares or Units of Stock That Have Not Vested (#)(a) | Market Value of Shares or Units of Stock That Have Not Vested ($)(b) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(a) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(b) | | Charles H. Robbins | 09/20/21 | 22,372(3) | 1,536,733 | | | | | 11/04/21 | 1,006(4) | 69,102 | | | | | 10/11/22 | 553,713(7) | 38,034,546 | | | | | 10/11/22 | 400,440(8) | 27,506,224 | | | | | 10/11/22 | 47,069(9) | 3,233,170 | | | | | 09/21/23 | 109,422(12) | 7,516,197 | | | | | 09/19/24 | 222,058(15) | 15,253,164 | | | | | 09/21/23 | | | 617,910(11) | 42,444,238 | | | 09/19/24 | | | 626,922(14) | 43,063,272 | | R. Scott Herren | 09/20/21 | 11,096(3) | 762,184 | | | | | 10/11/22 | 248,461(7) | 17,066,786 | | | | | 10/11/22 | 133,479(8) | 9,168,673 | | | | | 10/11/22 | 31,681(9) | 2,176,168 | | | | | 09/21/23 | 68,881(12) | 4,731,436 | | | | | 09/19/24 | 139,784(15) | 9,601,763 | | | | | 09/21/23 | | | 259,316(11) | 17,812,416 | | | 09/19/24 | | | 263,097(14) | 18,072,133 | | Jeetu Patel | 09/20/21 | 5,975(3) | 410,423 | | | | | 10/11/22 | 153,201(7) | 10,523,377 | | | | | 10/11/22 | 101,379(8) | 6,963,724 | | | | | 10/11/22 | 16,821(9) | 1,155,434 | | | | | 09/21/23 | 39,460(12) | 2,710,507 | | | | | 09/19/24 | 150,091(15) | 10,309,751 | | | | | 12/03/24 | 43,030(16) | 2,955,731 | | | | | 09/21/23 | | | 169,390(11) | 11,635,399 | | | 09/19/24 | | | 308,968(14) | 21,223,012 | | Dev Stahlkopf | 09/20/21 | 2,523(2) | 173,305 | | | | | 09/20/21 | 1,958(2) | 134,495 | | | | | 09/20/21 | 6,054(3) | 415,849 | | | | | 10/11/22 | 150,851(7) | 10,361,955 | | | | | 10/11/22 | 106,784(8) | 7,334,993 | | | | | 10/11/22 | 19,236(9) | 1,321,321 | | | | | 09/21/23 | 41,820(12) | 2,872,616 | | | | | 09/19/24 | 84,869(15) | 5,829,652 | | | | | 09/21/23 | | | 157,442(11) | 10,814,691 | | | 09/19/24 | | | 159,738(14) | 10,972,403 | | Thimaya Subaiya | 07/27/21 | 1,166(1) | 80,093 | | | | | 09/20/21 | 2,348(3) | 161,284 | | | | | 02/08/22 | 4,876(5) | 334,932 | | | | | 07/27/22 | 14,458(6) | 993,120 | | | | | 10/11/22 | 22,527(7) | 1,547,380 | | | | | 10/11/22 | 38,015(8) | 2,611,250 | | | | | 10/11/22 | 7,421(9) | 509,748 | | | | | 05/23/23 | 10,539(10) | 723,924 | | | | | 09/21/23 | 19,731(12) | 1,355,322 | | | | | 12/05/23 | 4,952(13) | 340,153 | | | | | 09/19/24 | 109,830(15) | 7,544,223 | | | | | 09/21/23 | | | 28,233(11) | 1,939,325 | | | 09/19/24 | | | 206,718(14) | 14,199,459 |
Outstanding Equity Awards At Fiscal 2025 Year-End
| Compensation Committee Matters | 73 | | | |
Outstanding Equity Awards At Fiscal 2025 Year-End
(a)For the RSUs granted in fiscal 2022, fiscal 2023, fiscal 2024, and fiscal 2025 to named executive officers who were executive officers at the time of grant, and for all PRSUs granted, the amounts in these columns include accrued dividend equivalents (assuming the percentage of shares earned based on performance with respect to the fiscal 2023 PRSUs and transformational PRSUs and a maximum payout with respect to the fiscal 2024 PRSUs and fiscal 2025 PRSUs). (b)The market values of the RSUs that have not vested and the unearned PRSUs are calculated by multiplying the number of units shown in the table by the fiscal 2025 year-end closing price of Cisco common stock of $68.69.
Stock Vested – Fiscal 2025
Stock Vested – Fiscal 2025
Stock Vested – Fiscal 2025
| Name | Stock Awards | | | | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Charles H. Robbins | 465,403 | 26,756,521 | | R. Scott Herren | 254,172(1) | 14,676,277 | | Jeetu Patel | 177,387 | 10,059,941 | | Dev Stahlkopf | 179,324(1) | 10,393,559 | | Thimaya Subaiya | 100,656 | 5,759,608 | | Gary Steele | — | — |
Stock Vested – Fiscal 2025
(1)Includes 16,370 and 20,984 shares subject to fully vested deferred stock units for Mr. Herren and Ms. Stahlkopf, respectively. These fully vested deferred stock unit amounts also include dividend equivalents which accrued during fiscal 2025. As elected by the named executive officer, these shares will be deferred until either (i) the employee’s separation from service with Cisco or (ii) the earlier of an elected future settlement date or the employee’s separation from service with Cisco, in each case in accordance with Code Section 409A. For the values realized on vesting of the deferred stock units, see the “Nonqualified Deferred Compensation – Fiscal 2025” table below. The following table shows the contributions and earnings during fiscal 2025, and account balance as of July 26, 2025, for named executive officers under the Deferred Compensation Plan or the 2005 Stock Incentive Plan, as the case may be.
Nonqualified Deferred Compensation – Fiscal 2025
Nonqualified Deferred Compensation – Fiscal 2025
Nonqualified Deferred Compensation – Fiscal 2025
| Name | Plan | Executive Contributions in Last Fiscal Year ($)(1) | Registrant Contributions in Last Fiscal Year ($)(2) | Aggregate Earnings in Last Fiscal Year ($)(3) | Aggregate Balance at Last Fiscal Year- End ($)(4) | | Charles H. Robbins | Deferred Compensation Plan | 282,602 | 51,750 | 72,661 | 2,316,493 | | | 2005 Stock Incentive Plan | — | — | 6,402,955 | 19,920,581 | | R. Scott Herren | Deferred Compensation Plan | — | — | 83,687 | 674,828 | | | 2005 Stock Incentive Plan | 925,946 | — | 1,136,025 | 4,001,399 | | Jeetu Patel | Deferred Compensation Plan | — | — | — | — | | Dev Stahlkopf | Deferred Compensation Plan | — | — | 48,774 | 858,477 | | | 2005 Stock Incentive Plan | 1,240,590 | — | 224,705 | 1,465,295 | | Thimaya Subaiya | Deferred Compensation Plan | — | — | — | — | | Gary Steele | Deferred Compensation Plan | — | — | — | — |
Nonqualified Deferred Compensation – Fiscal 2025
(1)The executive contribution amounts under the Deferred Compensation Plan were included in fiscal 2025 compensation in the “Salary” and “Non-Equity Incentive Plan Compensation” columns of the Summary Compensation Table, as applicable. The executive contribution amount under the 2005 Stock Incentive Plan represents the value of fully vested deferred stock units based on the closing price of Cisco’s common stock on the Nasdaq Global Select Market on the vesting date and is included in the “Value Realized on Vesting” column of the “Stock Vested – Fiscal 2025” table above. (2)These amounts were included in the “All Other Compensation” column of the Summary Compensation Table. Matching contributions under the Deferred Compensation Plan are made to eligible participants following the end of each calendar year. Generally, the matching contribution rate for calendar year 2025 will be, and the matching contribution rate for calendar year
Nonqualified Deferred Compensation – Fiscal 2025
| Compensation Committee Matters | 75 | | | |
Nonqualified Deferred Compensation – Fiscal 2025
2024 was, 4.5% of eligible compensation over the Code Section 401(a)(17) limit for each calendar year ($350,000 for calendar year 2025 and $345,000 for calendar year 2024), with a $1,500,000 cap on eligible compensation for each calendar year. The matching contribution rate for calendar years 2025 and 2024 is the same as in the 401(k) Plan for both years. Participants must be actively employed by Cisco on the last day of a calendar year to receive a matching contribution under the Deferred Compensation Plan. The amounts in this column reflect the sum of (i) actual calendar year 2024 matching contributions, excluding the portion of those contributions related to deferrals of fiscal 2024 salary and non-equity incentive plan compensation, and (ii) estimated calendar year 2025 matching contributions related to deferrals of fiscal 2025 non-equity incentive plan compensation that are expected to be credited to the accounts of the named executive officers at the end of calendar year 2025. (3)None of the amounts in this column are included in the Summary Compensation Table because plan earnings were not preferential or above-market. (4)The following amounts included in this column for the Deferred Compensation Plan also have been reported in the Summary Compensation Table as compensation for fiscal 2025 or a prior fiscal year: Mr. Robbins, $2,211,788; Mr. Herren, $487,387; and Ms. Stahlkopf, $811,181. The aggregate grant date fair value of the fully vested deferred stock units under the 2005 Stock Incentive Plan included in this column that has been reported in the Summary Compensation Table as compensation for fiscal 2025 or a prior fiscal year for Mr. Robbins was $7,090,254, Mr. Herren, $2,887,529, and Ms. Stahlkopf, $1,073,121. The deferred equity amounts included in this column are valued using the fiscal 2025 year-end closing price of Cisco common stock of $68.69. The Deferred Compensation Plan, which became effective on June 25, 2007, is an unfunded and unsecured deferred compensation arrangement that is designed to allow the participants to defer a specified percentage of their base salary (up to 75%), commissions and/or eligible bonuses (up to 100%) in a manner similar to the way in which the 401(k) Plan operates, but without regard to the maximum deferral limitations imposed on 401(k) plans by the Code. The Deferred Compensation Plan is designed to comply with Code Section 409A. As required by applicable law, participation in the Deferred Compensation Plan is available to a group of Cisco’s management employees, which group includes each of Cisco’s named executive officers. Amounts deferred by each participant pursuant to the Deferred Compensation Plan are credited to a bookkeeping account maintained on behalf of that participant. Amounts credited to each participant under the Deferred Compensation Plan are periodically adjusted for earnings and/or losses at a rate that is equal to one or more of the measurement funds selected by the 401(k) Plan Committee and elected by a participant. Currently, the measurement funds consist of the following: Fidelity Money Market Fund; iShares Core Total U.S. Bond Market ETF Trust; SPDR S&P 500 ETF Trust; SPDR S&P MidCap 400 ETF Trust; iShares Russell 2000 Index Fund; iShares MSCI EAFE Index Fund; BlackRock LifePath Index Retirement Fund; BlackRock LifePath Index 2030 Fund; BlackRock LifePath Index 2040 Fund; and BlackRock LifePath Index 2050 Fund. In addition, Cisco may credit additional matching amounts to a participant’s account for any plan year as determined by the Compensation Committee. For calendar years 2025 and 2024, there are matching contributions on deferrals over the Internal Revenue Service limitation on compensation that may be taken into account under the 401(k) Plan ($350,000 for 2025 and $345,000 for 2024). Generally, the matching contribution rate for calendar year 2024 will be, and the matching contribution rate for calendar year 2024 was, 4.5% of eligible compensation over the Code Section 401(a)(17) limit, with a $1,500,000 cap on eligible compensation for each calendar year. The matching contribution rate for calendar years 2025 and 2024 is the same as in the 401(k) Plan for both years. Participants must be actively employed by Cisco on the last day of a calendar year to receive a matching contribution under the Deferred Compensation Plan. Distributions are made in accordance with elections filed by participants at the time of their deferral elections and distributions are expected to occur on specified future distribution dates or after participant’s separation of service. No withdrawals are permitted prior to the previously elected distribution date, other than withdrawals for certain severe financial hardships as permitted by applicable law. Under the 2005 Stock Incentive Plan, at the election of an eligible employee, the settlement of vested shares underlying RSUs may be deferred until either (i) the employee’s separation from service with Cisco or (ii) the earlier of an elected future settlement date or the employee’s separation from service with Cisco, in each case in accordance with Code Section 409A. Since the fiscal 2016 annual equity grants, vested and deferred time-based RSUs have been credited with dividend equivalents.
Nonqualified Deferred Compensation – Fiscal 2025
| 76 | Cisco 2025 Proxy Statement | | | |
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control
Acceleration of Equity Awards
| | Summary Compensation Table Total for PEO(1) ($) (b) | Compensation Actually Paid to PEO(1)(2)(3) ($) (c) | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) (d) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3) ($) (e) | Value of Initial Fixed $100 Investment based on:(4) | | | Operating Income(5) ($ millions) (i) | | Fiscal Year (a) | | | | | TSR ($) (f) | Peer Group TSR ($) (g) | Net Income ($ millions) (h) | | | 2025 | 52,838,751 | 94,076,610 | 22,675,991 | 30,117,698 | 172.19 | 292.59 | 10,180 | 19,489 | | 2024 | 39,202,654 | 16,581,418 | 16,879,167 | 3,783,853 | 116.78 | 235.11 | 10,320 | 18,104 | | 2023 | 31,843,708 | 74,562,431 | 13,576,781 | 28,288,977 | 123.09 | 176.00 | 12,613 | 19,070 | | 2022 | 29,283,936 | 6,127,283 | 12,122,712 | 5,217,104 | 103.83 | 138.92 | 11,812 | 17,345 | | 2021 | 25,446,695 | 32,079,813 | 10,298,861 | 12,708,231 | 123.13 | 147.03 | 10,591 | 16,668 |
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and TSR
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, our cumulative TSR over the five most recently completed fiscal years, and the cumulative TSR for the S&P 500 Information Technology Index over the same period.
PEO and Average Non-PEO NEO Compensation Actually Paid Versus TSR
PEO and Average Non-PEO NEO Compensation Actually Paid Versus TSR
PEO and Average Non-PEO NEO Compensation Actually Paid Versus TSR
| ¢ | PEO Compensation Actually Paid | ¢ | Average Non-PEO NEO Compensation Actually Paid | | | Cisco TSR | | S&P 500 Information Technology TSR |
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income during the five most recently completed fiscal years.
PEO and Average Non-PEO NEO Compensation Actually Paid Versus Cisco Net Income
PEO and Average Non-PEO NEO Compensation Actually Paid Versus Cisco Net Income
PEO and Average Non-PEO NEO Compensation Actually Paid Versus Cisco Net Income
| ¢ | PEO Compensation Actually Paid | ¢ | Average Non-PEO NEO Compensation Actually Paid | | | Cisco Net Income | | |
PEO and Average Non-PEO NEO Compensation Actually Paid Versus Cisco Net Income
| 82 | Cisco 2025 Proxy Statement | | | |
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Operating Income
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Operating Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and operating income, our “Company-Selected Measure” as defined in Item 402(v) of Regulation S-K, during the five most recently completed fiscal years.
PEO and Average Non-PEO NEO Compensation Actually Paid Versus Cisco Operating Income
PEO and Average Non-PEO NEO Compensation Actually Paid Versus Cisco Operating Income
PEO and Average Non-PEO NEO Compensation Actually Paid Versus Cisco Operating Income
| ¢ | PEO Compensation Actually Paid | ¢ | Average Non-PEO NEO Compensation Actually Paid | | | Cisco Operating Income | | |