DEF 14A of Cisco Systems, Inc., Oct 18, 2024

DEF 14A of Cisco Systems, Inc.

Filed Oct 18, 2024 · FY20240001104659-24-109859

Open on EDGAR

  1. Composition of the Committee

    Composition of the Committee The members of the Acquisition Committee during fiscal 2024 were: Marianna Tessel (Chair), Mark Garrett and Sarah Rae Murphy for all of fiscal 2024; and Dr. Lisa T. Su, a former Board member, until December 2023. Michael D. Capellas joined the Acquisition Committee in October 2024.

  2. Composition of the Committee

    | Environmental, Social, and Public Policy Committee | Number of Meetings: 4 |

  3. Composition of the Committee

    | | Wesley G. Bush (Chair) | | Michael D. Capellas | | Dr. Kristina M. Johnson | | Ekta Singh-Bushell |

  4. Composition of the Committee

    Responsibilities and Duties Include: Reviews and discusses with management, and brings to the attention of the Board, the initiatives, policies, programs, and strategies, including related goals and commitments, relating to environmental sustainability and other corporate social responsibility (“CSR”) and public policy matters

  5. Composition of the Committee

    | Cisco 2024 Proxy Statement | 11 |

  6. Composition of the Committee

    ■ Reviews and discusses with management and brings to the attention of the Board, as appropriate, the legislative, regulatory, and public policy developments and trends, including those relating to artificial intelligence, cybersecurity, and global supply chain dynamics, that could affect our business activities, performance, and reputation ■ Reviews, as necessary or appropriate, the non-financial public reporting with respect to environmental sustainability and other CSR and public policy matters, including the annual Purpose Report ■ Reviews the outcomes of the Cisco Foundation and Cisco’s charitable giving, and reviews the policies and guidelines for Cisco’s charitable programs

  7. Composition of the Committee

    Composition of the Committee The members of the Environmental, Social, and Public Policy Committee during fiscal 2024 were: Wesley G. Bush (Chair), Michael D. Capellas and Dr. Kristina M. Johnson for all of fiscal 2024; Ekta-Singh Bushell beginning in June 2024; and M. Michele Burns and Dr. Lisa T. Su, former Board members, until December 2023. Board’s Role in Strategy One of the Board’s key responsibilities is overseeing management’s formulation and execution of Cisco’s strategy. Throughout the year, our CEO, the executive leadership team, and other leaders from across the organization provide detailed business and strategy updates to the Board. During these reviews, the Board engages with the executive leadership team and other business leaders regarding various topics, including business strategy and initiatives, capital allocation, portfolio updates, the competitive landscape, talent and culture (including inclusion and diversity), other matters affecting our long-term strategy (including our environmental impact and human rights implications of Cisco product development and sales), and regulatory developments. Additionally, on an annual basis, the Board reviews and approves Cisco’s financial plan. The Lead Independent Director chairs regularly scheduled executive sessions of the independent directors, without Cisco management present, during which Cisco’s business strategy is reviewed and other topics are discussed. Board’s Role in Risk Oversight We believe that risk is inherent in innovation and the pursuit of long-term growth opportunities. Our management is responsible for day-to-day risk management activities. The Board, acting directly and through its committees, is responsible for the oversight of our risk management. With the oversight of the Board, our management team has implemented practices, processes and programs designed to help manage the risks to which we are exposed in our business and to align risk-taking appropriately with our efforts to increase stockholder value. Our management team has implemented an enterprise risk management (“ERM”) program designed to work across the organization to identify, evaluate, govern and manage risks, as well as our response to those risks. This risk assessment process considers the time horizons of identified risks, such that the management of significant risks can be prioritized, in part, based on the timeframe of such risks. Our internal audit function manages the enterprise ERM program and performs an annual risk assessment which is utilized by the ERM program, which is informed by industry trends, benchmarking and third-party professionals. The structure of the ERM program includes both an ERM operating committee consisting of members of senior management, including our Chief Compliance Officer, who reports directly to our Chief Legal Officer, that focuses on risk management-related topics, and an ERM executive committee consisting of members of our executive leadership team. Our Board directly and through its Audit Committee oversees our financial and risk management policies, including risk management policies and programs related to cybersecurity and data protection, currency, interest rate, equity, and insurance risk, receives regular reports on ERM from the chair of the ERM operating committee. Additionally, the Audit Committee receives regular reports on cybersecurity risks, priorities, and focus areas from our Chief Security and Trust Officer at least four times per year and receives a live presentation from our Chief Security and Trust Officer two or more times per year. As part of its responsibilities and duties, the Audit Committee reviews our policies and programs for addressing data protection, including both privacy and security, including with respect to (a) our products and services, (b) the servers, data centers, networks, systems, and cloud-based services operated or enabled by Cisco, or by third parties upon which Cisco relies, on or through which Cisco’s and third-party data are stored, processed, or can be accessed. Our Board also receives updates from the Audit Committee on its oversight activities and, on occasion, receives updates directly from our Chief Security and Trust Officer. Additionally, the Chief Security and Trust Officer provides more frequent updates to the Board and Audit Committee if necessary due to a cybersecurity threat, incident, or other development. For more information on our oversight of cybersecurity risk, please see Item 1C. “Cybersecurity” in Cisco’s Annual Report on Form 10-K for fiscal 2024, which accompanies this Proxy Statement. The Audit Committee also oversees Cisco’s investment policy and certain other activities of our treasury function. As part of the overall risk oversight framework, other committees of the Board also oversee certain categories of risk associated with their respective areas of responsibility. For example, the Compensation Committee oversees compensation-related risk management, as discussed in the “Governance and Board Matters – Corporate Governance – Board of Directors – Board Committees and Meetings – Compensation and Management Development Committee” and “Compensation Committee Matters – Executive Compensation – CD&A” sections in this Proxy Statement. Each committee reports regularly to the full Board on its activities. In addition, the Board participates in regular discussions with our executive management on many core subjects, including strategy, operations, information systems, finance, legal and public policy matters, in which risk oversight is an inherent element. The Board believes the leadership structure described in the “Governance and Board Matters – Corporate Governance – Board of Directors – Board Leadership Structure” section facilitates the Board’s oversight of risk management because it allows the Board, with leadership from the Lead Independent Director and working through its committees, including the independent Audit Committee, to proactively participate in the oversight of management’s actions. 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. 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.

  8. Composition of the Committee

    | Cisco 2024 Proxy Statement | 13 |

  9. Composition of the Committee

    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. 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 6.6 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.

  10. Composition of the Committee

    | Four of our independent director nominees have joined our Board since 2021, representing 50% of our independent Board member nominees. |

  11. Composition of the Committee

    | Joined in 2021 | | Joined in 2022 | Joined in 2023 | | | | | | | John D. Harris II | Marianna Tessel | Sarah Rae Murphy | Daniel H. Schulman |

  12. Composition of the Committee

    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.

  13. Composition of the Committee

    | Cisco 2024 Proxy Statement | 15 |

  14. Composition of the Committee

    Proposal No. 1 – Election of Directors 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 Ekta Singh-Bushell, 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 2024, Ekta Singh-Bushell notified the Board of her decision to not stand for re-election at the 2024 Annual Meeting. Ms. Singh-Bushell intends to serve on the Board through the date of the 2024 Annual Meeting. The authorized number of directors is presently ten, and in connection with the election of directors at the annual meeting, the authorized number of directors is being reduced to nine.

  15. Composition of the Committee

    | Director Nominees | Positions and Offices Held with Cisco | Age | Director Since | Other Public Company Boards | | Wesley G. Bush | Director | 63 | 2019 | 2 | | Michael D. Capellas | Lead Independent Director | 70 | 2006 | 1 | | Mark Garrett | Director | 66 | 2018 | 2 | | John D. Harris II | Director | 63 | 2021 | 3 | | Dr. Kristina M. Johnson | Director | 67 | 2012 | 2 | | Sarah Rae Murphy | Director | 41 | 2022 | — | | Charles H. Robbins | Chair and CEO | 58 | 2015 | 1 | | Daniel H. Schulman | Director | 66 | 2023 | 2 | | Marianna Tessel | Director | 56 | 2021 | — |

  16. Composition of the Committee

    Business Experience and Qualifications of Nominees

  17. Composition of the Committee

    | Wesley G. Bush Independent Director Age: 63 Director since: 2019 Committees ■ Compensation ■ Environmental, Social, and Public Policy (Chair) Other Public Company Directorships ■ Dow Inc. ■ General Motors Corporation Former Public Company Directorships in the Past Five Years ■ Norfolk Southern Corporation (ended in 2019) ■ Northrop Grumman Corporation (ended in 2019) | Business Experience Mr. Bush served as Chief Executive Officer of Northrop Grumman Corporation (“Northrop Grumman”) from January 2010 through December 2018 and served on its board from September 2009 to July 2019 and in the role of chair from July 2011 to July 2019. Prior to January 2010, he served in various leadership roles, including as Northrop Grumman’s President and Chief Operating Officer, Corporate Vice President and Chief Financial Officer, and President of its Space Technology sector. Mr. Bush also served in various leadership roles at TRW Inc. prior to its acquisition by Northrop Grumman in 2002. Mr. Bush is a member of the National Academy of Engineering. Qualifications Mr. Bush brings to the Board his extensive international business experience, including over 35 years in the aerospace and defense industry. In addition, he brings extensive financial, sales and marketing, strategic and operational experience. Mr. Bush also has experience serving as a public company outside director. |

  18. Composition of the Committee

    | Michael D. Capellas Lead Independent Director Age: 70 Director since: 2006 Committees ■ Acquisition ■ Environmental, Social, and Public Policy ■ Nomination and Governance (Chair) Other Public Company Directorships ■ The Beauty Health Company Former Public Company Directorships in the Past Five Years ■ Flex Ltd. (ended in 2024) ■ Elliott Opportunity II Corp. (ended in 2023) | Business Experience 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. Qualifications 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. |

  19. Composition of the Committee

    | Mark Garrett Independent Director Age: 66 Director since: 2018 Committees ■ Acquisition ■ Audit (Chair) ■ Nomination and Governance Other Public Company Directorships ■ GoDaddy Inc. ■ Snowflake Inc. Former Public Company Directorships in the Past Five Years ■ NightDragon Acquisition Corp. (ended in 2022) ■ Pure Storage, Inc. (ended in 2021) | Business Experience 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 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. |

  20. Composition of the Committee

    | Cisco 2024 Proxy Statement | 17 |

  21. Composition of the Committee

    | John D. Harris II Independent Director Age: 63 Director since: 2021 Committees ■ Audit ■ Compensation Other Public Company Directorships ■ Exxon Mobil Corporation ■ Flex Ltd. ■ Kyndryl Holdings, Inc. | 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. Qualifications 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. |

  22. Composition of the Committee

    | Dr. Kristina M. Johnson Independent Director Age: 67 Director since: 2012 Committees ■ ■ Compensation ■ Environmental, Social, and Public Policy Other Public Company Directorships ■ DuPont de Nemours, Inc. ■ Minerals Technologies, Inc. Former Public Company Directorships in the Past Five Years ■ The AES Corporation (ended in 2019) | Business Experience Dr. Kristina M. Johnson has held leadership positions in academia, industry and government, including service 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, and has received the John Fritz Medal, widely regarded as the highest award given by the engineering societies. Dr. Johnson holds five honorary degrees, and earned her B.S., M.S. and Ph.D. degrees in electrical engineering at Stanford University. 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. |

  23. Composition of the Committee

    | Sarah Rae Murphy Independent Director Age: 41 Director since: 2022 Committees ■ Acquisition ■ Audit | 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. Qualifications 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. |

  24. Composition of the Committee

    | Charles H. Robbins Board Chair Age: 58 Director since: 2015 Other Public Company Directorships ■ BlackRock, Inc. | 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 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. |

  25. Composition of the Committee

    | Cisco 2024 Proxy Statement | 19 |

  26. Composition of the Committee

    | Daniel H. Schulman Independent Director Age: 66 Director since: 2023 Committees ■ Compensation (Chair) ■ Nomination and Governance Other Public Company Directorships ■ Lazard, Inc. ■ Verizon Communications, Inc. Former Public Company Directorships in the Past Five Years ■ PayPal Holdings, Inc. (ended in 2023) ■ NortonLifeLock Inc. (formerly Symantec Corporation) (ended in 2019) | Business Experience 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. Qualifications 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. |

  27. Composition of the Committee

    | Marianna Tessel Independent Director Age: 56 Director since: 2021 Committees ■ Acquisition (Chair) | Business Experience Ms. Tessel serves as Executive Vice President and General Manager, Global Business Solutions Group of Intuit Inc. (“Intuit”), a financial software company. She served as Intuit’s Executive Vice President and Chief Technology Officer from January 2019 to September 2023, and Chief Product Development officer of Intuit’s Small Business & Self-Employed Group from June 2017 to December 2018. 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. She also previously served as Vice President of Engineering with VMware Inc. 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. |

  28. Composition of the Committee

    Board Composition Due to the global and complex nature of our business, the Board believes it is important to consider diversity of race, ethnicity, gender, sexual orientation, age, education, cultural background, and professional experiences in evaluating board candidates in order to provide practical insights and diverse perspectives. Below is an overview of our director nominee composition.

  29. Composition of the Committee

    | Cisco 2024 Proxy Statement | 21 |

  30. Board Diversity Matrix (As of October 14, 2024)

    * African American or Black, and Alaskan Native or Native American Cisco’s Board Diversity Matrix for fiscal 2023 was disclosed in its Proxy Statement filed with the SEC on October 17, 2023. Independent Directors Upon recommendation of the Nomination and Governance Committee, the Board has affirmatively determined that each member of the Board other than Mr. Robbins is independent under the criteria established by Nasdaq for director independence. All members of our Audit, Compensation, and Nomination and Governance committees are independent directors. In addition, upon recommendation of the Nomination and Governance Committee, the Board has determined that the members of the Audit Committee and the members of the Compensation Committee meet the additional independence criteria required for membership on those committees under applicable Nasdaq listing standards. The Nasdaq criteria include a subjective test and various objective standards, such as the director is not an employee of Cisco. Mr. Robbins is deemed not independent because he is a Cisco employee. The subjective test under Nasdaq criteria for director independence requires that each independent director not have a relationship that, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The subjective evaluation of director independence by the Board was made in the context of the objective standards referenced above. In making its independence determinations, the Board generally considers commercial, financial services, charitable, and other transactions, as well as other relationships between Cisco and each director and nominee and his or her family members and affiliated entities. For example, the Nomination and Governance Committee reviewed, for each independent director and nominee, transactions between Cisco and other organizations where such directors serve as executive officers or directors, none of which exceeded 1% of the recipient’s annual revenues during the relevant periods, except as described below. For each of the independent directors, the Board determined based on the recommendation of the Nomination and Governance Committee that none of the transactions or other relationships exceeded Nasdaq objective standards and none would otherwise interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making this determination, the Board considered certain relationships that did not exceed Nasdaq objective standards but were identified by the Nomination and Governance Committee for further consideration under the subjective test. The Board determined that none of these relationships would interfere with the exercise of independent judgment by the director in carrying out their responsibilities as a director. The following is a description of the relationships in which a director serves, or served, as an outside board member of other companies and in which payments by or to Cisco exceeded 1% of the recipient’s annual revenues: ■ Mr. Harris serves on the board of directors of Flex Ltd. (“Flex”), and Mr. Capellas previously served on the board of directors of Flex until August 2024. Cisco has ordinary course commercial relationships with Flex. Payments by Cisco to Flex exceeded 1% of the annual revenues of Flex in each of Cisco’s past three fiscal years. ■ Mr. Schulman is a member of the board of directors of Verizon Communications, Inc. (“Verizon”). Verizon has ordinary course commercial relationships with Cisco. Payments by Verizon to Cisco exceeded 1% of the annual revenues of Cisco in fiscal 2022. Director Compensation This section provides information regarding the compensation policies for non-employee directors and amounts paid and equity awards granted to these directors in fiscal 2024. Non-employee directors typically do not receive forms of remuneration or benefits other than those described below but are reimbursed for their expenses in attending meetings and other board-related activities. Cisco’s non-employee director compensation policy is designed to provide the appropriate amount and form of compensation to our non-employee directors. Director Compensation Highlights ■ Retainer fees for committee service differentiated based on workload ■ Emphasis on equity in the overall compensation mix ■ Full-value equity grants under a fixed-value annual grant policy with immediate vesting ■ Robust stock ownership guidelines set at five times the annual cash retainer to support stockholder alignment ■ Flexible deferral provisions to facilitate stock ownership ■ Governance 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 ■ Each non-employee director is eligible to participate in Cisco’s charitable matching gifts program to the same extent as all Cisco employees. During fiscal 2024, the maximum match amount under this program was $25,000 each calendar year, and effective in September 2024, was reduced to $10,000 each calendar year. Additional $10,000 matches were available for disaster response campaigns during fiscal 2024 until March 1, 2024. Fiscal 2024 Cash Compensation Our non-employee director cash compensation during fiscal 2024 consisted of the following: ■ Annual retainer of $80,000 for each non-employee director, effective from the beginning of fiscal 2024 to, but excluding, the date of the 2023 Annual Meeting, following which the amount was increased to $105,000. ■ Additional annual retainer fee of $60,000 for serving as Lead Independent Director, effective from the beginning of fiscal 2024 to, but excluding, the date of the 2023 Annual Meeting, following which the amount was increased to $75,000. ■ Additional annual retainer fee of $30,000 for serving as chair of the Audit Committee. ■ Additional annual retainer fee of $20,000 for serving as chair of the Compensation Committee or as chair of the Nomination and Governance Committee. ■ Additional annual retainer fee of $15,000 for serving as chair of the Acquisition Committee or as chair of the Environmental, Social, and Public Policy Committee. ■ Additional annual retainer fees for serving as a member of a Board committee: □ $32,000 for serving as a member of the Audit Committee; □ $16,000 for serving as a member of the Compensation Committee, the Acquisition Committee or the Environmental, Social, and Public Policy Committee; and □ $12,000 for serving as a member of the Nomination and Governance Committee. These cash fees are paid in quarterly installments in arrears.

  31. Board Diversity Matrix (As of October 14, 2024)

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | M. Michele Burns(4) | $48,696 | $— | $25,000 | $73,696 | | Wesley G. Bush | $141,663(3) | $244,987 | $— | $386,650 | | Michael D. Capellas | $211,543 | $244,987 | $25,000 | $481,530 | | Mark Garrett | $184,429 | $244,987 | $— | $429,416 | | John D. Harris II | $142,658 | $244,987 | $5,150 | $392,795 | | Dr. Kristina M. Johnson | $126,745 | $244,987 | $15,150 | $386,882 | | Roderick C. McGeary(4) | $60,870 | $— | $— | $60,870 | | Sarah Rae Murphy | $142,658 | $244,987 | $— | $387,645 | | Daniel H. Schulman | $107,864 | $283,450 | $— | $391,314 | | Ekta Singh-Bushell | $17,877 | $118,174 | $— | $136,051 | | Dr. Lisa T. Su(4) | $42,609(3) | $— | $— | $42,609 | | Marianna Tessel | $125,750(3) | $244,987 | $— | $370,737 |

  32. Board Diversity Matrix (As of October 14, 2024)

    (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 2023 Annual Meeting and who was elected at the 2023 Annual Meeting received 5,136 fully vested shares on December 6, 2023. Mr. Bush, Dr. Johnson, Mr. Schulman and Ms. Tessel each 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 October 10, 2023, Mr. Schulman received an initial pro-rated equity award of 714 fully vested shares in the form of deferred stock units. In connection with her appointment to the board on June 14, 2024, Ms. Singh-Bushell received an initial pro-rated equity award of 2,587 fully vested shares. None of the non-employee directors held any unvested stock awards as of July 27, 2024. No stock options were outstanding or awarded to non-employee directors in fiscal 2024. (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, Dr. Su and Ms. Tessel each received deferred stock units with a value of $141,540, $42,590 and $125,653, 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. Burns, Mr. McGeary and Dr. Su served on the Board of Directors through December 6, 2023. Non-Employee Director Stock Ownership Our corporate governance guidelines include stock ownership guidelines for non-employee directors. The stock ownership guidelines call for each non-employee director to own shares of Cisco’s common stock having a value equal to at least five times the non-employee director’s regular annual cash retainer, with a five-year period from the date of his or her appointment to attain that ownership level. To facilitate share ownership, in lieu of all or a specified portion of their regular annual cash retainer, any retainer paid in connection with service on any committee of the Board or other cash fees, non-employee directors may elect to receive fully vested shares of Cisco common stock or fully vested deferred stock units that would be settled in shares after the non-employee director leaves the Board, based on the fair market value of the shares on the date any such cash retainer or fee would otherwise be paid. Any shares (or shares subject to deferred stock units) received in lieu of any portion of a cash retainer or fee do not count against the limit on the total number of shares that may be granted to a non-employee director during any fiscal year. The shares issued are granted under the 2005 Stock Incentive Plan. For information on non-employee director elections to receive fully vested shares (or shares subject to deferred stock units) in lieu of cash with respect to fiscal 2024 cash retainers or fees, please see the table above entitled “Director Compensation” and the accompanying footnotes. Fiscal 2025 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 fiscal 2024, Exequity determined that Cisco’s non-employee director compensation program continues to be competitive with the market, consistent with our peer group, and incorporates best practices. Based on this assessment, the Board did not make any changes to the amounts or types of compensation that non-employee directors could earn for fiscal 2025. 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

  33. Board Diversity Matrix (As of October 14, 2024)

    Proposal No. 2 – Advisory Vote to Approve Executive Compensation Under Section 14A of the Exchange Act, Cisco stockholders are entitled to cast an advisory vote to approve the compensation of Cisco’s named executive officers, known as a “Say on Pay” vote. The stockholder vote is an advisory vote only and is not binding on Cisco or its Board of Directors. Although the vote is non-binding, the Board and the Compensation Committee value the opinions of our stockholders and will consider the outcome of the vote when making future compensation decisions for our named executive officers. The core of Cisco’s executive compensation philosophy and practice continues to align real pay delivery with performance. Cisco’s executive officers are compensated in a manner consistent with Cisco’s business strategy, competitive practice, sound corporate governance principles, and stockholder interests and concerns. We believe our compensation program is strongly aligned with the long-term interests of our stockholders. We urge you to read the CD&A, the compensation tables, and the narrative discussion set forth on pages 29 to 72 for additional details on Cisco’s executive compensation program. Below are a few highlights of our pay-for-performance philosophy. Fiscal 2024 Pay and Performance In fiscal 2024, we delivered solid results, closed the largest acquisition in our history, introduced industry-defining innovation, and served our customers and partners in new ways. After a challenging start to fiscal 2024, we ended the year seeing steady customer demand and are entering fiscal 2025 with momentum and optimism. Customers are leveraging broad combinations of our products and services as they look to modernize their infrastructure, improve cybersecurity, and harness the power of AI and data. We delivered $53.8 billion in revenue in fiscal 2024, which is the second strongest year in our history, coupled with growth in annualized recurring revenue (“ARR”), remaining performance obligations (“RPO”), and subscription revenue. In fiscal 2024, we also completed our acquisition of Splunk, the largest acquisition in our history, earlier than we anticipated. We continue to focus on delivering exceptional customer outcomes, executing consistently, and driving growth. While we ended fiscal 2024 with strong momentum, we ultimately did not meet our fiscal 2024 performance goals. This is reflected in the payout of our fiscal 2024 annual incentives below target and the settlement of our fiscal 2022 PRSUs below target. Our fiscal 2024 incentive plan results were as follows: ■ Revenue1 8% below fiscal 2023 ■ Operating Income1 5% below fiscal 2023 ■ Operating Cash Flow1 44% below fiscal 2023 ■ EPS1 1% below fiscal 2023 ■ Product ARR1 9% above fiscal 2023 1 Revenue and Operating Income as determined pursuant to the EIP, Operating Cash Flow and EPS as determined pursuant to the fiscal 2024 PRSUs, as modified by the Compensation Committee following the date of grant to exclude the impact of the acquisition of Splunk, and product ARR as determined pursuant to the transformational PRSUs, in each case as described in the CD&A below. 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 cash flow, EPS, and relative total stockholder return (“TSR”) performance measured over three years. 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 cash flow, EPS, and relative TSR performance measured over the same three-year period. Our PRSUs for

  34. Annual Executive Incentive Plan

    Annual Executive Incentive Plan Our revenue and operating income under the EIP resulted in a company performance factor (“CPF”) of 0.56 for fiscal 2024, down from 1.80 in fiscal 2023, reflecting below target achievement of financial performance goals. The Compensation Committee set the fiscal 2024 targets for revenue and operating income 1% and 3% above fiscal 2023 performance, respectively, as measured under the EIP, after considering customer demand, industry and market factors, and potential performance headwinds, including macroeconomic uncertainty and a dynamic operating environment.

  35. Annual Executive Incentive Plan

    | | Performance Criteria | | | Pay for Performance Results | | | Fiscal 2024 Goals ($ billions) | | | Fiscal 2024 Results ($ billions) | | | Threshold | Target | Maximum | | | Revenue | $51.8 (90% of target) | $57.6 | $60.5 (105% of target) | $52.4 (91% of target) | | Operating Income | $16.7 (85% of target) | $19.6 | $21.6 (110% of target) | $18.1 (92% of target) |

  36. 2022-2024 PRSU Plan

    | Performance Criteria | Pay-for-Performance Results for Fiscal 2022 Grant | | | | | Performance Metric | Operating Cash Flow/EPS(1) | Relative TSR(2) | | Earned PRSUs = Target PRSUs x ((50% x Average Financial Goal Multiplier) + (50% x Relative TSR Multiplier) | Fiscal 2024 | 90%(3) | 52% | | | Fiscal 2023 | 144%(4) | | | | Fiscal 2022 | 54% | | | | Three-Year Result | 96% | 52% | | | PRSUs Earned | 74% of Target | |

  37. Fiscal 2024 CEO Pay

    Fiscal 2024 CEO Pay For fiscal 2024, our CEO’s target TDC was $32.8 million. When comparing our CEO’s target TDC to the CEOs in our peer group, our CEO’s target TDC is below the median of the CEOs in our peer group.

  38. Environmental and Social Goals

    | Reward Actual Achievement | Align Interests | | Compensate for achievement of short-term and long-term company financial and operating goals, and refrain from providing special benefits, “golden parachute” excise tax gross-ups, or accelerated equity vesting except in limited circumstances. | Align the interests of our executives with our stockholders by tying a significant portion of total compensation to our overall financial and operating performance and the creation of long-term stockholder value. |

  39. 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 50% 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 environmental and social goals (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 2022 PRSUs, 50% of the PRSUs were earned based on relative TSR performance measured over a three-year period and 50% of the PRSUs were earned based on pre-established annual performance goals, namely operating cash flow and EPS. For fiscal 2024 and fiscal 2023 PRSUs, the 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 three-year performance period. | | Caps on Incentive Compensation | There is a limit on the maximum amount of annual cash incentives and PRSUs that may be paid. | | 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 | Other than Mr. Steele, who entered into a letter agreement in connection with our acquisition of Splunk, none of our executive officers have employment, severance, or change in control agreements. | | Stock Ownership Guidelines | We have meaningful stock ownership guidelines for our executive officers and non-employee directors. | | 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. |

  40. 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 environmental and social goals (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 2024 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 an ESG factor that is determined based on the executive leadership team’s joint execution with respect to certain environmental and social goals. The Compensation Committee established such performance measures and goals based on feedback from stockholders, an informed review of Cisco’s targeted financial performance for fiscal 2024, and the pay practices of the companies in our peer group.

  41. How Variable Cash Incentive Awards Work

    How Variable Cash Incentive Awards Work The financial performance metrics for awards under the EIP for fiscal 2024 continued to be based on the same financial performance metrics used in fiscal 2023, and the specific financial targets are the same as those used under the company-wide bonus plan. For fiscal 2024, the target bonus was based on a CPF of 1.0. Cisco’s financial performance must have exceeded its fiscal 2024 financial plan established by the Board for the CPF to exceed 1.0. For fiscal 2024, the ESG factor was scored based on the executive leadership team’s joint execution with respect to certain environmental and social goals. For each named executive officer, the fiscal 2024 EIP awards were calculated by multiplying an individual’s annual base salary for fiscal 2024 by the individual’s target award percentage, and multiplying the result by the sum of 90% of the CPF and 10% of the ESG factor, as follows:

  42. BONUS = BASE SALARY × TARGET AWARD PERCENTAGE × ((CPF × 0.90) + (ESG Factor × 0.10))

    BONUS = BASE SALARY × TARGET AWARD PERCENTAGE × ((CPF × 0.90) + (ESG Factor × 0.10)) 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 2024 cash incentive awards for each named executive officer participant were as follows:

  43. BONUS = BASE SALARY × TARGET AWARD PERCENTAGE × ((CPF × 0.90) + (ESG Factor × 0.10))

    | Named Executive Officer | Base Salary(1) | Target Award Percentage(1) | Company Performance Factor (90%) | ESG Factor (10%) | EIP Payment | | Charles H. Robbins | $1,390,000 | 260% | 0.56 | 1.48 | $2,356,328 | | R. Scott Herren | $891,255 | 160% | 0.56 | 1.48 | $929,757 | | Gary Steele(2) | $110,497 | 160% | 0.56 | 1.48 | $115,271 | | Dev Stahlkopf | $728,283 | 160% | 0.56 | 1.48 | $759,745 | | Thimaya Subaiya | $668,276 | 126% | 0.56 | 1.48 | $548,537 |

  44. BONUS = BASE SALARY × TARGET AWARD PERCENTAGE × ((CPF × 0.90) + (ESG Factor × 0.10))

    (1) The base salary amounts for Mr. Herren and Ms. Stahlkopf reflect the fiscal 2024 base salary increases in November 2023. The base salary amount for Mr. Steele reflects the portion of his fiscal 2024 base salary after he completed his onboarding with Cisco in June 2024. The base salary amount and target award percentage for Mr. Subaiya reflect his promotion to Executive Vice President, Operations in March 2024. (2) In connection with his appointment as President, Go-to-Market, in May 2024, Mr. Steele entered into the Letter Agreement providing for a fiscal 2024 base salary of $1 million and the ability to participate in the EIP during fiscal 2024 with a bonus target equal to 160% of his base salary.

  45. Company Performance Factor (CPF)

    For fiscal 2024, 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 2024, the funding percentage for the operating income 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 operating income 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. Operating income was 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; gains or losses resulting from the exit of our business in Russia and Belarus; 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.

  46. 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 and to provide our executive officers with a long-term incentive to manage Cisco from the perspective of an owner. 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.

  47. Fiscal 2024 Awards

    Fiscal 2024 Awards In September 2023, the Compensation Committee approved fiscal 2024 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 (except for Mr. Subaiya who was promoted to Executive Vice President, Operations in March 2024) 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. 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 2024 equity awards to the continuing named executive officers, except the Compensation Committee determined it was appropriate to increase the grant date target value for the fiscal 2024 equity award to Mr. Robbins by $1.8 million. 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.

  48. Fiscal 2024 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 2024 Annual Equity Awards(1) | | Charles H. Robbins | 290,795 | 582,753 | $16,680,001 | 208,474 | $11,120,003 | $27,800,004 | | R. Scott Herren | 122,037 | 244,562 | $7,000,042 | 131,234 | $7,000,022 | $14,000,064 | | Dev Stahlkopf | 74,094 | 148,484 | $4,250,032 | 79,678 | $4,250,024 | $8,500,056 | | Thimaya Subaiya | 13,287 | 26,627 | $762,142 | 39,859 | $2,008,495 | $2,770,637 | | Maria Martinez | 113,320 | 227,093 | $6,500,035 | 121,860 | $6,500,013 | $13,000,048 | | Jeff Sharritts | 87,169 | 174,686 | $5,000,014 | 93,739 | $5,000,038 | $10,000,052 |

  49. Fiscal 2025 Awards

    Fiscal 2025 Awards In September 2024, the Compensation Committee granted fiscal 2025 equity awards to our continuing named executive officers (60% PRSUs/40% RSUs for the CEO and 50% PRSUs/50% RSUs for the other continuing named executive officers). These fiscal 2025 PRSUs were granted using a three-year performance period with a multi-year performance metric covering the three-year period from the beginning of fiscal 2025 through the end of fiscal 2027. A relative TSR performance goal for the fiscal 2025 PRSUs will modify the financial performance goal multiplier higher or lower by no more than 20% similar to the Relative TSR Modifier described below with respect to the fiscal 2024 PRSUs. However, the Relative TSR Modifier for the fiscal 2025 PRSUs will be capped at target to the extent Cisco’s absolute TSR during the three-year performance period is negative. With respect to the fiscal 2025 equity awards, the Compensation Committee determined that the fiscal 2024 grant date target values continued to be appropriate for the fiscal 2025 equity awards. Therefore, the grant date target values for the fiscal 2025 equity awards to the applicable continuing named executive officers remained at the same levels as fiscal 2024, except the Compensation Committee determined it was appropriate to increase the grant date target value for the fiscal 2025 equity award to Mr. Subaiya in recognition of his promotion during fiscal 2024.

  50. EARNED FISCAL 2024 PRSUs = TARGET PRSUs × AVERAGE FINANCIAL GOAL MULTIPLIER × RELATIVE TSR MODIFIER

    EARNED FISCAL 2024 PRSUs = TARGET PRSUs × AVERAGE FINANCIAL GOAL MULTIPLIER × RELATIVE TSR MODIFIER

  51. Average Financial Goal Multiplier

    Average Financial Goal Multiplier The Average Financial Goal Multiplier is based on the average of Cisco’s operating goals over a three-year period as measured against annual performance goals that are set by the Compensation Committee at the beginning of each fiscal year. For example, in the case of the fiscal 2024 PRSU grants, at the beginning of each of fiscal 2024, 2025, and 2026, the Compensation Committee will approve certain operating goals for the applicable fiscal year. Following the completion of each fiscal year, the Compensation Committee will certify the financial goal multiplier that was earned for such year and following the completion of fiscal 2026, the Compensation Committee will determine the Average Financial Goal Multiplier for the three-year period. The uncertainty of many external factors that affect our business and industry, such as supply challenges and rising component and related costs, made it difficult to forecast operating cash flow and EPS goals beyond a one-year period. As a result, the Compensation Committee determined that the current design appropriately measures performance over the long term, as it provides effective performance goals for our named executive officers while making the final value of the fiscal 2024 PRSU grants earned contingent in part on the Average Financial Goal Multiplier over a three-year period. The Compensation Committee selected operating cash flow and EPS as the operating goals for fiscal 2024. Operating cash flow and EPS can range from a threshold of 80% of target to a maximum of 125% of target. EPS is weighted on a 2-to-1 basis compared to operating cash flow in calculating the outcome under the Financial Goal Multiplier. Operating cash flow and EPS below the threshold levels set forth below results in a Financial Goal Multiplier of 0%. Operating cash flow and EPS at or above the maximum levels set forth below results in a Financial Goal Multiplier of 167%.

  52. 2024 Financial Results

    For fiscal 2024, the funding percentage for the operating cash flow 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). For fiscal 2024, the funding percentage for the EPS 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 (80% of target) and 98.66% of target; 100% for performance between 98.66% and 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 goals for the fiscal 2024 PRSUs at the beginning of fiscal 2024, operating cash flow was Cisco’s GAAP operating cash flow and EPS was calculated from Cisco’s GAAP diluted EPS excluding all of the items excluded from the calculation of operating income for purposes of the EIP as well as gains and losses on equity investments, while taking into account the related income tax effects and the effects of certain tax matters. The effect of planned share repurchases was included in the EPS calculation. During fiscal 2024, to adjust for the acquisition of Splunk, which was completed earlier than initially anticipated, the Compensation Committee approved the modification of operating cash flow for fiscal 2024 to exclude the operating cash flow attributable to the operations of Splunk and the modification of the exclusions from EPS for fiscal 2024 by excluding the financing costs incurred by Cisco related to the acquisition of Splunk. The Compensation Committee believed the modifications were necessary to neutralize the impact of Splunk and the modified performance goals remained appropriately challenging. The modifications resulted in a Financial Goal Multiplier for fiscal 2024 of 90%, an increase from a Financial Goal Multiplier of 81% without the modification.

  53. 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 2024 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 2024 through 2026. The Relative TSR Modifier is calculated as follows:

  54. Relative TSR Modifier

    | Relative TSR | Relative TSR Modifier(1) | | 75th Percentile or Above | 120% | | 50th Percentile | 100% | | 25th Percentile or Below | 80% |

  55. 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 to the extent Cisco’s absolute TSR during the three-year performance period is negative.

  56. 2024 Product ARR Goals and Results

    The Company’s performance relative to the above goals resulted in a Transformational Financial Goal Multiplier for fiscal 2024 of 103%, reflecting achievement above target levels. This multiplier will be included as part of the three-year average for the transformational PRSUs. Product ARR for purposes of determining the fiscal 2024 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 2024, 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).

  57. Additional Equity Award to Mr. Subaiya

    Additional Equity Award to Mr. Subaiya In December 2023, in light of the additional responsibilities assumed by Mr. Subaiya when he was promoted to Chief Transformation Officer, which was prior to his promotion to Executive Vice President, Operations, the Compensation Committee approved the following grant of time-based RSUs to Mr. Subaiya.

  58. Additional Equity Award to Mr. Subaiya

    | Named Executive Officer | Time-Based RSUs | Grant Value of Time-Based RSUs | | Thimaya Subaiya | 10,003 | $453,436 |

  59. Earned Fiscal 2022 Awards (Fiscal 2022 – 2024)

    Earned Fiscal 2022 Awards (Fiscal 2022 – 2024) The table below summarizes the Financial Goal Multipliers for fiscal 2022, 2023, and 2024, the Average Financial Goal Multiplier, and the Relative TSR Multiplier for the PRSUs granted during fiscal 2022 and the percentage of PRSUs earned. (1) Earned PRSUs = Target PRSUs x ((50% x Average Financial Goal Multiplier) + (50% x Relative TSR Multiplier)). Based on the multipliers as set forth in the table above, the fiscal 2022 PRSUs (for which the three-year performance cycle has been completed) were earned as follows, reflecting our commitment to pay for performance:

  60. Other Earned Awards to Ms. Stahlkopf

    Other Earned Awards to Ms. Stahlkopf During fiscal 2022 in connection with her appointment as Executive Vice President and Chief Legal Officer, Ms. Stahlkopf was granted PRSUs to compensate her for the unvested equity she forfeited by leaving her former employer and joining Cisco. This restoration PRSU grant was based on Cisco’s achievement of the same operating cash flow and EPS goals as the fiscal 2022 PRSUs to the other named executive officers as set forth above with the number earned determined by multiplying the target PRSUs by the Average Financial Goal Multiplier and the Relative TSR Multiplier for the PRSUs granted during fiscal 2022 as set forth above. The portion of this PRSU grant that was earned based on an Average Financial Goal Multiplier of 96% and a Relative TSR Multiplier of 52% was as follows:

  61. 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 2024 will

  62. Vesting of RSUs and PRSUs

    | Cisco 2024 Proxy Statement | 43 |

  63. Vesting of RSUs and PRSUs

    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.

  64. Fiscal 2024 Compensation for Mr. Steele

    Fiscal 2024 Compensation for Mr. Steele After the closing date of the acquisition of Splunk (March 18, 2024) and prior to Mr. Steele’s participation in the EIP that commenced in June 2024 upon his onboarding with Cisco, Mr. Steele participated in the Splunk annual bonus plan. Pursuant to Cisco’s commitment in connection with the acquisition of Splunk, the Compensation Committee approved a pro rata target payout to Mr. Steele under the Splunk annual bonus plan for fiscal 2024 as follows:

  65. Fiscal 2024 Compensation for Mr. Steele

    | Named Executive Officer | Base Salary(1) | Target Award Percentage | Splunk Bonus Payment | | Gary Steele | $233,425 | 125% | $291,781 |

  66. Fiscal 2024 Compensation for Mr. Steele

    (1) The base salary amount reflects Mr. Steele’s base salary from the closing date of the acquisition until June 2024 during which time Mr. Steele participated in the Splunk annual bonus plan. In connection with Cisco’s acquisition of Splunk, Mr. Steele was granted a cash retention bonus in the amount of $15 million (the “Steele Retention Bonus”). The Steele Retention Bonus vests one-third on the 12-month anniversary of the closing date of the acquisition and the remaining two-thirds in equal quarterly installments over the immediately following 24 months, subject to Mr. Steele’s continued employment with Cisco. In addition, the Steele Retention Bonus will vest if Mr. Steele’s employment is terminated under certain circumstances prior to March 18, 2025, as described in the Letter Agreement. In connection with Cisco’s acquisition of Splunk, Mr. Steele’s unvested equity awards in Splunk were converted to cash awards (the “Unvested Cash Awards”). The Unvested Cash Awards generally vest on the same vesting schedule as the corresponding legacy Splunk equity awards through March 18, 2025, with the then-unpaid balance (other than as described below) fully payable on that date, subject to Mr. Steele’s continued employment with Cisco through each vesting date. The only award that will not vest on March 18, 2025 is the Unvested Cash Award granted on February 27, 2024 after the signing of the Splunk acquisition, which will vest on its legacy schedule over four years. In addition, the Unvested Cash Awards (other than the award granted after the signing of the Splunk Acquisition) will become vested if Mr. Steele’s employment is terminated under certain circumstances prior to March 18, 2025, as described in the Letter Agreement. In connection with his appointment as President, Go-to-Market, in May 2024, we agreed to the payment or reimbursement of Mr. Steele’s reasonable legal fees incurred in connection with the Letter Agreement.

  67. Separation Agreements with Ms. Martinez and Mr. Sharritts

    Separation Agreements with Ms. Martinez and Mr. Sharritts In February 2024, as part of organizational changes with respect to Cisco’s executive leadership team, Cisco informed Ms. Martinez that the COO position held by Ms. Martinez had been eliminated. Accordingly, Ms. Martinez remained employed with Cisco until May 2024. In May 2024, Ms. Martinez entered into a separation agreement and general release in connection with her termination of employment. Under the agreement, we accelerated the vesting of her time-based restricted stock unit awards which were scheduled to vest between August 10, 2024 and November 10, 2025 and she was deemed eligible for retirement vesting of her PRSU award granted during fiscal 2024. We also paid Ms. Martinez a lump sum cash payment in the amount of $2,814,307, which is equal to the sum of eighteen months of her annual base salary, her annual target bonus award, and 17 months of COBRA premiums. In consideration for such benefits, Ms. Martinez executed a release of claims relating to her employment and agreed to comply with the terms of the separation agreement, Cisco’s Code of Business Conduct and related policies, and Cisco’s Proprietary Information and Inventions Agreement. In May 2024, as part of organizational changes with respect to Cisco’s executive leadership team, Cisco appointed Mr. Steele as President, Go-to-Market. In connection with Mr. Steele’s appointment, Mr. Sharritts was informed that he would no longer remain in his role. In July 2024, Mr. Sharritts entered into a separation agreement and general release in connection with his termination of employment. Under the agreement, we accelerated the vesting of his time-based restricted stock unit awards which were scheduled to vest through December 10, 2025 and he was deemed eligible for retirement vesting of his PRSU award granted during fiscal 2024. We also paid Mr. Sharritts a lump sum cash payment in the amount of $2,585,711, which is equal to the sum of eighteen months of his annual base salary, his annual target bonus award, and 17 months of COBRA premiums. In consideration for such benefits, Mr. Sharritts executed a release of claims relating to his employment and agreed to comply with the terms of the separation agreement, Cisco’s Code of Business Conduct and related policies, and Cisco’s Proprietary Information and Inventions Agreement.

  68. 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 2024, each of Mr. Robbins, Ms. Martinez, and Mr. Sharritts was eligible for retirement vesting; provided, that Ms. Martinez and Mr. Sharritts were only deemed to be eligible as to their respective PRSU awards granted during fiscal 2024 pursuant to their separation agreements. See the “Compensation Committee Matters – Fiscal 2024 Compensation Tables – Grants of Plan-Based Awards – Fiscal 2024” 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.

  69. Deferred Compensation Plan

    Deferred Compensation Plan The Deferred Compensation Plan is available to all U.S. employees with the title of director or above, including the named executive officers. The Deferred Compensation Plan provides an opportunity for individual retirement savings on a tax- and cost-effective basis on compensation above the Internal Revenue Code of 1986, as amended (the “Code”), limits under the Cisco Systems, Inc. 401(k) Plan (the “401(k) Plan”). Cisco does not sponsor a supplemental executive retirement plan or a defined benefit pension plan. Cisco matches deferrals at the same percentage as matched under the 401(k) Plan. Those matching contributions are described in footnote 2 to the “Compensation Committee Matters – Fiscal 2024 Compensation Tables – Nonqualified Deferred Compensation – Fiscal 2024” table below. Fiscal 2025 Compensation Approach Base Salaries – Based on his promotion during fiscal 2024 and input from Exequity regarding competitive pay, the annual base salary for Mr. Subaiya will increase from $725,000 to $775,000, effective November 1, 2024. The annual base salaries of Mr. Herren, Mr. Steele, and Ms. Stahlkopf for fiscal 2025 were not increased. Additionally, the annual base salary of Mr. Robbins for fiscal 2025 was not increased and has not increased since the beginning of fiscal 2020. ■ Variable Cash Incentive Awards – Awards under the EIP for the named executive officers are based on a prevalent additive formula in which 90% of the bonus is based on the risk and reward of Cisco’s financial performance while 10% is based on an ESG factor, which will be scored based on the executive leadership team’s joint execution with respect to certain environmental and social goals. 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 2024 levels. ■ Long-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 2024, the Compensation Committee granted the following fiscal 2025 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). Based on feedback from stockholders, the fiscal 2025 PRSUs were granted using a three-year performance period with a multi-year performance metric covering the three-year period from the beginning of fiscal 2025 through the end of fiscal 2027. A relative TSR performance goal for the fiscal 2025 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 2024 PRSUs. However, for the fiscal 2025 PRSUs, the Relative TSR Modifier will be capped at target to the extent Cisco’s absolute TSR during the three-year performance period is negative. Additionally, the Compensation Committee determined that the fiscal 2024 grant date target values continued to be appropriate for the fiscal 2025 equity awards. Therefore, the grant date target values for the fiscal 2025 equity awards to the applicable continuing named executive officers remained at the same levels as fiscal 2024, except the Compensation Committee determined it was appropriate to increase the grant date target value for the fiscal 2025 equity award to Mr. Subaiya in recognition of his promotion during fiscal 2024. In September 2024, the Compensation Committee also granted to Mr. Steele a pro-rata transformational PRSU using a one-year performance period and the same product ARR performance metric for fiscal 2025 that was approved for the outstanding transformational PRSUs granted to the other named executive officers during fiscal 2023. This one-time PRSU to Mr. Steele will vest after the end of the fiscal 2025 performance period based on fiscal 2025 performance.

  70. Deferred Compensation Plan

    | Named Executive Officer | Performance-Based Restricted Stock Units | Transformational Performance-Based Restricted Stock Units | Time-Based Restricted Stock Units | | Charles H. Robbins | 304,547 | — | 216,175 | | R. Scott Herren | 127,808 | — | 136,081 | | Gary Steele | 164,324 | 48,601 | 174,962 | | Dev Stahlkopf | 77,598 | — | 82,621 | | Thimaya Subaiya | 100,420 | — | 106,921 |

  71. Peer Group

    Peer Group The Compensation Committee approved a peer group in March 2023, which was used to establish compensation targets and guide decisions through February 2024. Exequity subsequently prepared a peer group study, and based on the below objective selection criteria, an updated peer group, excluding VMware which was acquired in 2023, was approved in February 2024. 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.

  72. 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: ■ Major information technology companies with related Global Industry Classification Standard (GICS) codes 4510, 4520, 4530, and 5020; ■ A three-year rolling average market capitalization greater than $30 billion (based on the trailing 12-quarter average); and ■ Revenues greater than $10 billion (based on the trailing four-quarter averages).

  73. Peer Group Members(1)

    Peer Group Members(1)

  74. Peer Group Members(1)

    | 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) |

  75. Peer Group Members(1)

    (1) Upon the recommendation of Exequity and effective in February 2024, VMware, Inc. was removed from the peer group because it was acquired during 2023.

  76. How We Use the Peer Group

    How We Use the Peer Group 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: ■ base salaries; ■ variable cash incentive awards; and ■ the amount and mix of long-term, equity-based incentive awards. 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.

  77. How the Compensation Committee Makes Decisions and Policies

    | Name and Principal Position(1) | Fiscal Year(1) | Salary ($) | Bonus ($) | Stock Awards ($)(2)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Charles H. Robbins Chair and Chief Executive Officer | 2024 | $1,390,000 | — | $35,373,892 | $2,356,328 | $82,434 | $39,202,654 | | | 2023 | $1,390,000 | — | $24,108,979 | $6,266,676 | $78,053 | $31,843,708 | | | 2022 | $1,390,000 | — | $24,866,549 | $2,941,796 | $85,591 | $29,283,936 | | R. Scott Herren Executive Vice President and Chief Financial Officer | 2024 | $891,238 | — | $16,937,800 | $929,757 | $90,232 | $18,849,027 | | | 2023 | $869,231 | — | $14,201,856 | $2,411,505 | $66,417 | $17,549,009 | | | 2022 | $838,461 | — | $12,457,042 | $1,091,792 | $220,984 | $14,608,279 | | Gary Steele President, Go-to-Market | 2024 | $349,234 | $291,781(6) | — | $115,271 | $105,847 | $862,133 | | Dev Stahlkopf Executive Vice President and Chief Legal Officer | 2024 | $728,269 | — | $10,941,885 | $759,745 | $66,961 | $12,496,860 | | | 2023 | $705,769 | — | $7,564,618 | $1,957,945 | $15,525 | $10,243,857 | | | 2022 | $675,000 | $2,200,000(7) | $9,506,363 | $876,698 | $19,685 | $13,277,746 | | Thimaya Subaiya Executive Vice President, Operations | 2024 | $668,484 | — | $3,966,086 | $548,537 | $15,525 | $5,198,632 | | Maria Martinez Former Executive Vice President and Chief Operating Officer | 2024 | $711,863 | — | $32,329,313 | $— | $2,956,978 | $35,998,154 | | | 2023 | $869,231 | — | $11,805,348 | $2,411,505 | $13,941 | $15,100,025 | | | 2022 | $838,461 | — | $10,600,066 | $1,091,792 | $17,163 | $12,547,482 | | Jeff Sharritts Former Executive Vice President and Chief Customer and Partner Officer | 2024 | $786,462 | — | $24,391,898 | $— | $2,691,838 | $27,870,198 | | | 2023 | $800,000 | — | $8,379,189 | $2,219,520 | $15,525 | $11,414,234 | | | 2022 | $625,481 | — | $5,932,440 | $657,653 | $29,639 | $7,245,213 |

  78. Pay Versus Performance

    Pay Versus Performance The following table and footnotes set forth the “total compensation” earned by our CEO (referred to in the tables below and related information as our principal executive officer (“PEO”)) and the average “total compensation” earned by our named executive officers other than our CEO (“Non-PEO NEOs”) as reported in the Summary Compensation Table for the past three fiscal years, as well as the “Compensation Actually Paid,” as calculated pursuant to Item 402(v) of Regulation S-K, and certain performance measures required by the rules.

  79. Pay Versus Performance

    | Fiscal Year (a) | 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 $100 Investment based on:(4) | | Net Income ($ millions) (h) | EPS(5) ($) (i) | | | | | | | TSR ($) (f) | Peer Group TSR ($) (g) | | | | 2024 | $39,202,654 | $16,581,418 | $16,879,167 | $3,783,853 | $116.78 | $235.11 | $10,320 | $3.77 | | 2023 | $31,843,708 | $74,562,431 | $13,576,781 | $28,288,977 | $123.09 | $176.00 | $12,613 | $3.80 | | 2022 | $29,283,936 | $6,127,283 | $12,122,712 | $5,217,104 | $103.83 | $138.92 | $11,812 | $3.34 | | 2021 | $25,446,695 | $32,079,813 | $10,298,861 | $12,708,231 | $123.13 | $147.03 | $10,591 | $3.21 |

  80. Pay Versus Performance

    (1) Mr. Robbins was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each fiscal year presented are listed below.

  81. Pay Versus Performance

    | 2021 | 2022 | 2023 | 2024 | | R. Scott Herren | R. Scott Herren | R. Scott Herren | R. Scott Herren | | Gerri Elliott | Maria Martinez | Maria Martinez | Gary Steele | | Maria Martinez | Jeff Sharritts | Jeff Sharritts | Dev Stahlkopf | | Kelly A. Kramer | Dev Stahlkopf | Dev Stahlkopf | Thimaya Subaiya | | Irving Tan | Gerri Elliott | | Maria Martinez | | Mark Chandler | | | Jeff Sharritts |

  82. Pay Versus Performance

    (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by our named executive officers, including with respect to equity awards, which remain subject to forfeiture if the vesting conditions are not satisfied. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for our PEO and our Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the amounts from the Stock Awards column set forth in the Summary Compensation Table.

  83. Pay Versus Performance

    | Fiscal Year | Summary Compensation Table Total for PEO ($) | Exclusion of Stock Awards for PEO ($) | Inclusion of Equity Values for PEO ($) | Compensation Actually Paid to PEO ($) | | 2024 | $39,202,654 | $(35,373,892) | $12,752,656 | $16,581,418 |

  84. Pay Versus Performance

    | Fiscal Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | $16,879,167 | $(14,761,164) | $1,665,849 | $3,783,853 |

  85. Pay Versus Performance

    | Cisco 2024 Proxy Statement | 69 |

  86. Pay Versus Performance

    The amounts in the Inclusion of Equity Values in the tables above are derived as set forth in the following tables:

  87. Pay Versus Performance

    | Fiscal Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($) | Total – Inclusion of Equity Values for PEO ($) | | 2024 | $23,042,474 | $(11,994,183) | $— | $1,704,365 | $— | $12,752,656 |

  88. Pay Versus Performance

    | Fiscal Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Total – Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2024 | $5,115,408 | $(2,536,033) | $1,203,805 | $258,057 | $(2,375,388) | $1,665,849 |

  89. Pay Versus Performance

    (4) The Peer Group TSR set forth in this table utilizes the S&P 500 Information Technology Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report on Form 10-K for the 2024 fiscal year. The comparison assumes $100 was invested for the period from July 25, 2020 through the end of our listed fiscal year and of the S&P 500 Information Technology Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. (5) We determined EPS to be the most important financial performance measure used to link company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in fiscal 2024 (as in fiscal 2023) and therefore selected this measure as the fiscal 2024 “Company-Selected Measure” as defined in Item 402(v) of Regulation S-K. More information on EPS, including an explanation of the determination of EPS pursuant to the fiscal 2024 PRSUs can be found in the CD&A above. This performance measure may not have been the most important financial performance measure for years 2021 and 2022, and we may determine a different financial performance measure to be the most important financial performance measure in future years. 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 four most recently completed fiscal years, and the cumulative TSR for the S&P 500 Information Technology Index over the same period. 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 four most recently completed fiscal years.

  90. Pay Versus Performance

    | Cisco 2024 Proxy Statement | 71 |

  91. Pay Versus Performance

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and EPS 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 EPS, our “Company-Selected Measure” as defined in Item 402(v) of Regulation S-K, during the four most recently completed fiscal years. Financial Performance Measures As described in greater detail in the CD&A above, our executive compensation program reflects Cisco’s pay-for-performance compensation philosophy. The following table presents the financial performance measures, each as further described in the CD&A above, that we consider to have been the most important in linking Compensation Actually Paid to our PEO and other named executive officers for fiscal 2024 to our performance.

  92. Pay Versus Performance

    | Revenue Operating Income Operating Cash Flow EPS Relative TSR Product ARR |

  93. Pay Versus Performance

    Ownership of Securities The following table sets forth information known to Cisco with respect to beneficial ownership of Cisco common stock as of August 30, 2024 for (i) each director and nominee, (ii) each holder of 5.0% or greater of Cisco common stock, (iii) Cisco’s CEO, CFO, and the other named executive officers listed in the “Summary Compensation Table” section, and (iv) all current executive officers and directors as a group. Beneficial ownership is determined under the rules of the SEC and generally includes voting or investment power with respect to securities. Except as indicated in the footnotes to this table and pursuant to applicable community property laws, to Cisco’s knowledge the persons named in the table below have sole voting and investment power with respect to all shares of common stock beneficially owned. The number of shares beneficially owned by each person or group as of August 30, 2024 includes shares of common stock that such person or group had the right to acquire on or within 60 days after August 30, 2024, including, but not limited to, upon the exercise of options or the vesting of RSUs. References to RSUs in the footnotes of the table below include only RSUs outstanding as of August 30, 2024 that would vest or could settle on or within 60 days after August 30, 2024. References to accrued dividend equivalents on fully vested deferred RSUs in the footnotes of the table below also include dividend equivalents that will accrue on or within 60 days after August 30, 2024. Since these future dividend equivalents amounts are not currently determinable, they have been estimated using the closing price of Cisco common stock on August 30, 2024 of $50.54. For each individual and group included in the table below, percentage ownership is calculated by dividing the number of shares beneficially owned by such person or group by the sum of the 3,990,734,794 shares of common stock outstanding on August 30, 2024 plus the number of shares of common stock that such person or group had the right to acquire on or within 60 days after August 30, 2024.

  94. Pay Versus Performance

    | Name | Number of Shares Beneficially Owned | Percent Owned | | The Vanguard Group(1) | 383,853,104 | 9.6% | | BlackRock, Inc.(2) | 351,115,676 | 8.8% | | Wesley G. Bush(3) | 52,435 | * | | Michael D. Capellas | 165,731 | * | | Mark Garrett(4) | 32,772 | * | | John D. Harris II | 20,678 | * | | R. Scott Herren(5) | 1,648 | * | | Dr. Kristina M. Johnson(6) | 73,461 | * | | Maria Martinez(7) | 351,812 | * | | Sarah Rae Murphy(8) | 11,669 | * | | Charles H. Robbins(9) | 587 | * | | Daniel H. Schulman(10) | 6,041 | * | | Jeff Sharritts | 1,324 | * | | Ekta Singh-Bushell(11) | 2,587 | * | | Dev Stahlkopf(12) | 4,357 | * | | Gary Steele (13) | 6,447 | * | | Thimaya Subaiya | 2,634 | * | | Marianna Tessel(14) | 27,587 | * | | All current executive officers, directors and nominees as a group (14 Persons)(15) | 408,634 | * |

  95. Pay Versus Performance

    * Less than one percent. (1) Based on information set forth in a Schedule 13G filed with the SEC on February 13, 2024 by The Vanguard Group and certain related entities. The Vanguard Group reported that it has sole voting power with respect to 0 shares of common stock, sole dispositive power with respect to 365,958,784 shares of common stock, shared voting power with respect to 5,091,717 shares of common stock, and shared dispositive power with respect to 17,894,320 shares of common stock. The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, Pennsylvania 19355. (2) Based on information set forth in a Schedule 13G filed with the SEC on January 25, 2024 by BlackRock, Inc. and certain related entities. BlackRock, Inc. reported that it has sole voting power with respect to 318,608,139 shares of common stock and sole dispositive power with respect to all shares beneficially owned. The address of BlackRock, Inc. is 50 Hudson Yards, New York, New York 10001. (3) Represents 10,000 shares held by a trust, 38,556 shares subject to fully vested deferred stock units and 3,879 accrued dividend equivalents on such fully vested deferred restricted stock units.

  96. Pay Versus Performance

    | Cisco 2024 Proxy Statement | 73 |

  97. Pay Versus Performance

    (5) Excludes 40,593 shares subject to fully vested deferred stock units and 4,316 accrued dividend equivalents on such fully vested deferred restricted stock units that will not settle on or within 60 days after August 30, 2024. (6) Includes 47,042 shares subject to fully vested deferred stock units and 8,803 accrued dividend equivalents on such fully vested deferred restricted stock units. (7) Includes 1,276 shares held by a trust. (8) Represents 11,669 shares held by a trust. (9) Excludes 243,000 shares subject to fully vested deferred stock units and 41,558 accrued dividend equivalents on such fully vested deferred restricted stock units that will not settle on or within 60 days after August 30, 2024. (10) Represents 5,850 shares subject to fully vested deferred stock units and 191 accrued dividend equivalents on such fully vested deferred restricted stock units. (11) Represents 2,587 shares held by a limited liability company. (12) Represents 3,969 shares subject to RSUs and 388 dividend equivalents accrued on certain RSUs. (13) Represents 6,447 shares held by a trust. (14) Represents 25,771 shares subject to fully vested deferred stock units and 1,816 accrued dividend equivalents on such fully vested deferred restricted stock units. (15) Includes 117,219 shares subject to fully vested deferred stock units, 14,689 accrued dividend equivalents on fully vested deferred restricted stock units, 6,603 shares subject to RSUs and 388 dividend equivalents accrued on certain RSUs. Equity Compensation Plan Information The following table provides information as of July 27, 2024 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”).

  98. Pay Versus Performance

    | Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights(1) (a) | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights ($) (b) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) | | Equity compensation plans approved by security holders | 119,378,036(2) | — | 224,146,652(3) | | Equity compensation plans not approved by security holders | —(4) | — | — | | Total | 119,378,036 | — | 224,146,652(5) |

  99. Pay Versus Performance

    (1) Excludes purchase rights accruing as of July 27, 2024 under the Purchase Plan. (2) Includes 114,755,200 shares subject to outstanding RSUs and 4,622,836 shares issuable under outstanding PRSUs based on an assumed target performance. (3) Includes shares available for future issuance under the Purchase Plan. As of July 27, 2024, as reported in Cisco’s 2024 Annual Report on Form 10-K, an aggregate of 68,119,407 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 27, 2024, a total of 131,006 shares of common stock were issuable upon exercise of outstanding options. The weighted average exercise price of those outstanding options is $7.78 per share. No additional awards may be granted under those assumed arrangements. (5) As of July 27, 2024, 156,027,245 shares and 68,119,407 shares were available for future issuance under the 2005 Stock Incentive Plan and the Purchase Plan, respectively, as reported in Cisco’s 2024 Annual Report on Form 10-K.

  100. Pay Versus Performance

    | Cisco 2024 Proxy Statement | 75 |

  101. Pay Versus Performance

    | Audit Committee Matters |

  102. Pay Versus Performance

    Proposal No. 3 — Ratification of Independent Registered Public Accounting Firm Cisco is asking the stockholders to ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP (“PwC”) as Cisco’s independent registered public accounting firm for the fiscal year ending July 26, 2025. In the event the stockholders fail to ratify the appointment, the Audit Committee will reconsider this appointment. Even if the appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the fiscal year if the Audit Committee determines that such a change would be in Cisco’s and its stockholders’ best interests. The Audit Committee is directly responsible for the appointment, determination of the compensation for, retention and oversight of the work of the independent registered public accounting firm retained to audit Cisco’s consolidated financial statements. The Audit Committee has appointed PwC as Cisco’s independent registered public accounting firm for fiscal 2025 and is responsible for pre-approving all audit and permissible non-audit services to be provided by PwC. PwC has audited Cisco’s consolidated financial statements annually since fiscal 1988. In order to ensure continuing auditor independence, the Audit Committee considers non-audit fees and services when assessing auditor independence and periodically considers whether there should be a regular rotation of the independent registered public accounting firm. Further, in conjunction with the mandated rotation of the audit firm’s lead engagement partner, the committee chair and other members of the Audit Committee are directly involved in the selection of PwC’s new lead engagement partner, including the most recent selection of PwC’s lead engagement partner for the period of service beginning with fiscal 2024. The members of the Audit Committee and the Board believe that the continued retention of PwC to serve as Cisco’s independent registered public accounting firm is in the best interests of Cisco and its stockholders. Representatives of PwC are expected to be present at the annual meeting and will have the opportunity to make a statement if they desire to do so. It is also expected that those representatives will be available to respond to appropriate questions. Principal Accountant Fees and Services The following is a summary of the fees billed to Cisco by PwC for professional services rendered for the fiscal years ended July 27, 2024 and July 29, 2023:

  103. Pay Versus Performance

    | Fee Category | Fiscal 2024 | Fiscal 2023 | | Audit Fees | $30,924,000 | $23,864,000 | | Audit-Related Fees | $2,266,000 | $2,599,000 | | Tax Fees | $3,273,000 | $3,486,000 | | All Other Fees | $7,000 | $20,000 | | Total Fees | $36,470,000 | $29,969,000 |

  104. Pay Versus Performance

    Audit Fees Consists of fees billed for professional services rendered for the integrated audit of Cisco’s consolidated financial statements and of its internal control over financial reporting, for review of the interim consolidated financial statements included in quarterly reports and for services that are normally provided by PwC, in its role as Cisco’s principal accountant, in connection with statutory and regulatory filings or engagements. Audit-Related Fees Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of Cisco’s consolidated financial statements and are not reported under “Audit Fees”. These services include independent assessments for service organization control reports, employee benefit plan audits, accounting consultations in connection with transactions, merger and acquisition due diligence, attest services that may or may not be required by statute or regulation, and consultations concerning new financial accounting and reporting standards. Tax Fees Consists of fees billed for professional services for tax compliance, tax advice and tax planning. These services include assistance regarding federal, state and international tax compliance, assistance with tax reporting requirements and audit compliance, assistance with customs and duties compliance, value-added tax compliance, mergers and acquisitions tax compliance, and tax advice on international, federal and state tax matters. None of these services were provided under contingent fee arrangements. Tax compliance fees were $3,273,000 and $3,486,000 in fiscal 2024 and fiscal 2023, respectively. All Other Fees Consists of fees for professional services other than the services reported above, including permissible business process advisory and consulting services, fees for software licenses, and the translation of filings. Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm The Audit Committee’s policy is to pre-approve all audit and permissible non-audit services to be provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent registered public accounting firm and management are required to report periodically to the Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date. The Audit Committee may also pre-approve particular services on a case-by-case basis. Vote Required The ratification of the appointment of PwC to serve as Cisco’s independent registered public accounting firm for fiscal 2025 requires 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). The Board of Directors recommends that the stockholders vote FOR the ratification of the appointment of PwC to serve as Cisco’s independent registered public accounting firm for the fiscal year ending July 26, 2025.

  105. Pay Versus Performance

    | Cisco 2024 Proxy Statement | 77 |

  106. Pay Versus Performance

    Audit Committee Report The information contained in this report shall not be deemed to be “soliciting material,” to be “filed” with the SEC or be subject to Regulation 14A or Regulation 14C (other than as provided in Item 407 of Regulation S-K) or to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed to be incorporated by reference in future filings with the SEC except to the extent that Cisco specifically incorporates it by reference into a document filed under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. The Audit Committee has reviewed and discussed with Cisco’s management and PricewaterhouseCoopers LLP the audited consolidated financial statements of Cisco contained in Cisco’s Annual Report on Form 10-K for its fiscal year 2024. The Audit Committee has also discussed with PricewaterhouseCoopers LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC. The Audit Committee has received and reviewed the written disclosures and the letter from PricewaterhouseCoopers LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, and has discussed with PricewaterhouseCoopers LLP its independence from Cisco. Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in Cisco’s Annual Report on Form 10-K for its fiscal year 2024 for filing with the SEC. Submitted by the Audit Committee

  107. Pay Versus Performance

    | | Mark Garrett (Chair) | | John D. Harris II | | Sarah Rae Murphy | | Ekta Singh- Bushell |

  108. Pay Versus Performance

    Certain Relationships and Transactions with Related Persons Cisco’s Board has adopted a written related person transactions policy. The Audit Committee (or other committee designated by the Nomination and Governance Committee) reviews transactions that may be “related-person transactions,” which are transactions between Cisco and related persons in which the aggregate amount involved exceeds or may be expected to exceed $120,000 and in which a related person has or will have a direct or indirect material interest. For purposes of the policy, a related person is a director, executive officer, nominee for director, or a greater than 5% beneficial owner of Cisco’s common stock, in each case since the beginning of the last fiscal year, and their immediate family members. This policy provides that, barring special facts or circumstances, a related person does not have a direct or indirect material interest in the following categories of transactions: ■ employment-related compensation to executive officers that is determined by the Compensation Committee; ■ compensation to non-employee directors that is reported in Cisco’s proxy statement; ■ transactions with another company at which: □ the related person’s only relationship is as a beneficial owner of less than 10% of that company’s shares or as a limited partner holding interests of less than 10% in such partnership; □ the related person is an employee (other than an executive officer) and/or a director, if the aggregate amount involved in a Cisco fiscal year does not exceed the greater of $1 million or 2% of that company’s total annual revenues; or □ the related person is the beneficial owner of less than a majority interest in that company (if the related person is solely related to Cisco because of its beneficial ownership of greater than 5% of Cisco’s common stock); ■ charitable contributions, grants or endowments to the Cisco Foundation or by Cisco or the Cisco Foundation to a charitable organization, foundation, or university at which the related person’s only relationship is as an employee (or at which the related person is a trustee, director or executive officer if the aggregate amount involved in a Cisco fiscal year does not exceed $300,000), or any non-discretionary matching contribution, grant, or endowment made pursuant to a matching gift program; ■ transactions where the related person’s interest arises solely from the ownership of publicly traded securities issued by Cisco and all holders of such securities receive proportional benefits; ■ transactions involving services as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture, or similar services; ■ transactions where the rates or charges involved are determined by competitive bids; ■ transaction involving the rendering of services as a common or contract carrier, or public utility, at rates or charges fixed in conformity with law or governmental authority; ■ ordinary course business travel and expenses, advances and reimbursements; and ■ payments made pursuant to (i) directors and officers insurance policies, (ii) Cisco’s certificate of incorporation or bylaws, and/or (iii) any policy, agreement or instrument previously approved by Cisco’s Board, such as indemnification agreements. When transactions involving related persons do not fall into one of the above categories, they are reviewed by Cisco’s disclosure committee. The disclosure committee determines whether a related person could have a significant interest in such a transaction, and any such transaction is referred to the Audit Committee (or other designated committee). Transactions may also be identified through Cisco’s COBC or other policies and procedures and reported to the Audit Committee (or other designated committee). That committee reviews the material facts of all related-person transactions and either approves, ratifies, rescinds, or takes other appropriate action (in its discretion) with respect to the transaction. There are no related person transactions to report.

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    | Cisco 2024 Proxy Statement | 79 |

  110. Pay Versus Performance

    | Other Important Information About the Meeting |

  111. Pay Versus Performance

    These proxy materials are provided in connection with the solicitation of proxies by Cisco’s Board for the Annual Meeting of Stockholders to be held at 8:00 a.m. Pacific Time on Monday, December 9, 2024, and at any adjournments or postponements of the annual meeting.

  112. Pay Versus Performance

    | Proposal No. | Proposal | Board Recommendation | | Voting Standard | Abstentions | Effect of Broker Non-Votes | | 1 | Election of Directors | | FOR each of the nominees | Majority of votes cast for each Director | No effect | No effect | | 2 | Non-Binding Advisory Resolution to Approve Executive Compensation | | FOR | Majority of votes cast | No effect | No effect | | 3 | Ratification of Independent Registered Public Accounting Firm for Fiscal 2025 | | FOR | Majority of votes cast | No effect | Discretionary voting by broker permitted |

  113. Pay Versus Performance

    Frequently Asked Questions Regarding the Meeting