C I SCO
Notice of 2026 Annual Meeting and Proxy Statement
Message from our Chair and Chief Executive Officer
To our stockholders:On behalf of the Board of Directors, thank you for your continued investment and trust in Cisco. We remain focused on investing strategically in innovation, driving durable growth, and helping our customers unlock the full potential of AI.
Fiscal 2026 was a record year for us. We delivered the highest revenue, non-GAAP operating margin, and earnings per employee in 30 years. This is a testament to the excellent execution by our teams and the increasingly critical role our technology plays in the AI era.
We believe the accelerating adoption of AI is fueling a multi-year networking supercycle, and Cisco is uniquely positioned to help our customers navigate this
transformational technology shift. The depth and breadth of our portfolio enable us to meet our customers wherever and however they choose to deploy AI - in the public cloud, through neo or sovereign clouds, on-premise, or at the network edge.
Put simply, secure networking is essential for successful AI deployments. This represents a significant opportunity for Cisco, and we believe it's only just beginning.
We are incredibly proud of our strong performance and all that we accomplished this past fiscal year. We delivered a record $63.3 billion in revenue in fiscal 2026, up 12% year-over-year. We achieved this while also increasing our GAAP and non-GAAP operating margin(1) by 350 basis points and 40 basis points to 24.3% and 34.8%, respectively, demonstrating continuing operating leverage. GAAP and non-GAAP earnings per share(1) were $3.33 and $4.33, up 31% and 14%, respectively, both record results and growing faster than our double-digit top line revenue growth rate.
Because of our strong financial discipline and operational efficiency, we were able to return significant value to our stockholders. In fiscal 2026, we returned a total of $12.7 billion through dividends and share repurchases, representing 99% of our free cash flow(1).
I invite you to read more about our financial performance in our 2026 Annual Report and learn more about our Purpose by visiting our Purpose Reporting Hub(2) on our website. We remain committed to engaging with our stockholders to gain
valuable input on our strategy, compensation, sustainability, and governance practices. In fiscal 2026, we engaged with stockholders representing approximately 59% of Cisco's shares outstanding at the end of the fiscal year.
It is a tremendous honor to lead this company and serve as Chair of the Board at a time of such profound technological transformation. I look forward to your participation in our 2026 Annual Meeting of Stockholders and encourage you to vote your shares by proxy and submit your questions ahead of this meeting.
Sincerely,
Chuck Robbins
Chair and Chief Executive Officer October 29, 2026
(1) See the Appendix for a definition of this non-GAAP measure and a reconciliation to its most directly comparable GAAP financial measure.
(2) The content of the Purpose Report, our Purpose Reporting Hub at https://www.cisco.com/c/m/en_us/about/purpose/ reporting-hub.html, and related supplemental information are not incorporated by reference into this proxy statement or in any other report or document we file with the SEC.
Notice of Annual Meeting of StockholdersDate & Time December 15, 2026 8:00 a.m. Pacific Time
Record Date
October 16, 2026
Virtual Attendance Instructions
Attend the annual meeting online, including to vote and submit questions, at: https://www.virtualshareholdermeeting.com/CSCO2026
Electronic Delivery
If you would like to help reduce the costs incurred by our company in mailing proxy materials, please consent for electronic delivery of our proxy materials by signing up at https://www.proxyvote.com or scan the QR code.
Items of Business
l To elect to Cisco's Board of Directors the following ten nominees presented by the Board: Michael D. Capellas,
Mark Garrett, John D. Harris II, Dr. Kristina M. Johnson, Sarah Rae Murphy, Girish D. Rishi, Charles H. Robbins, Peter A.
Shimer, Marianna Tessel, and Kevin Weil
l To vote on a non-binding advisory resolution to approve executive compensation
l To ratify the appointment of PricewaterhouseCoopers LLP as Cisco's independent registered public accounting firm for the fiscal year ending July 31, 2027
l To vote upon two proposals submitted by stockholders, if properly presented at the annual meeting
l To act upon such other matters as may properly come before the annual meeting or any adjournments or postponements
Virtual Annual Meeting
l We are pleased to provide stockholders with the opportunity to participate in the annual meeting online, which we believe facilitates attendance and provides a consistent experience for all stockholders regardless of location.
l To participate in the virtual-only annual meeting, including to vote or submit questions, stockholders should go to the meeting website at https://www.virtualshareholdermeeting.com/CSCO2026, enter the 16-digit control number found on your proxy card, voting instruction form, or Notice Regarding the Availability of Proxy Materials, and follow the instructions on the website.
l If your voting instruction form or Notice Regarding the Availability of Proxy Materials does not indicate that you may vote those shares through the https://www.virtualshareholdermeeting.com/ CSCO2026 website and it does not include a 16-digit control number, you should contact your bank, broker, or other nominee to obtain a "legal proxy" in order to be able to participate in and vote at the annual meeting.
l Additional information regarding the virtual annual meeting can be found in the "Other Important Information About the Meeting" section on page 80.
Proxy Voting
Whether or not you participate in the annual meeting, it is important that your shares be part of the voting process. Please refer to the section entitled "Other Important Information About the Meeting" on page 80 of the Proxy Statement for a detailed description of how to vote in advance of the meeting.
Mailing Address of Corporate Headquarters
170 West Tasman Drive, San Jose, California 95134
By Order of the Board of Directors
Evan Sloves Secretary October 29, 2026
Table of ContentsProxy Summary 1
Governance and Board Matters 6
Corporate Governance 6
Policies, Guidelines, and Practices 6
Public Policy Engagements 7
Stockholder Engagement 7
Board of Directors 7
Board Independence 7
Board Leadership Structure 7
Board Committees and Meetings 8
Board's Role in Strategy 12
Board's Role in Risk Oversight 13
Compensation Committee Report 51
Fiscal 2026 Compensation Tables 52
Summary Compensation Table 52
57
Grants of Plan-Based Awards -Fiscal 2026
58
Outstanding Equity Awards At Fiscal 2026 Year-End
Stock Vested - Fiscal 2026 60
60
Nonqualified Deferred Compensation -Fiscal 2026
62
Potential Payments upon Termination or Change in Control
CEO Pay Ratio 63
Pay Versus Performance 64
Director Nominee Qualifications, Skills and Attributes
14 Ownership of Securities 68
Board Performance Evaluation Process 14
Board Refreshment 15
Audit Committee Matters 70
Proposal 3: Ratification of Independent 70
Stockholder Communications with the Board
Registered Public Accounting Firm
16
Audit Committee Report 72
Proposal 1: Election of Directors 17
Certain Relationships and Transactions with 73
Business Experience and Qualifications of Nominees
Related Persons
18
Stockholder Proposals 74
Board Composition 23
Independent Directors 24
Director Compensation 24
Compensation Committee Matters 28
Proposal 4: Stockholder Proposal 74
Proposal 5: Stockholder Proposal 77
80
Other Important Information About the Meeting
Proposal 2: Advisory Vote to Approve Executive Compensation
28 Appendix 87
Executive Compensation 30
Compensation Discussion and Analysis 30
Proxy SummaryThese proxy materials are provided in connection with the solicitation of proxies by the Board of Directors of Cisco Systems, Inc., a Delaware corporation, for the Annual Meeting of Stockholders to be held on December 15, 2026, and at any adjournments or postponements of such meeting. These proxy materials were first sent on or about
October 29, 2026 to stockholders entitled to vote at the annual meeting.
This summary highlights selected information about the items to be voted on at the annual meeting and information contained elsewhere in this Proxy Statement. This summary does not contain all the information that you should consider in deciding how to vote, and you should read the entire Proxy Statement carefully before voting. For more complete information about these topics, please review our Annual Report on Form 10-K and the entire Proxy Statement. The information contained on cisco.com or any other website referred to in this Proxy Statement is provided for reference only and is not incorporated by reference into this Proxy Statement.
Participating in the Annual MeetingDate and Time
Tuesday, December 15, 2026 8:00 a.m. Pacific Time
Record Date
October 16, 2026
Place
Attend the annual meeting online at https://www.virtualshareholdermeeting.com/ CSCO2026 using the 16-digit control number on your Notice of Internet Availability, proxy card or voting instruction form. We encourage you to join 15 minutes before the start time.
Voting
Vote online before the annual meeting at https://www.proxyvote.com or attend the meeting virtually and follow the instructions on the website. For additional information regarding voting, see the section entitled "Other Important Information About the Meeting" on page 80 of this Proxy Statement.
Question and Answer Session
Submit questions before the annual meeting at https://www.proxyvote.com after logging in with your Control Number or you can submit questions during
the meeting.
Technical Difficulties
If you have difficulty accessing the annual meeting, please call the technical support telephone numbers referenced on the login page of https://www.virtualshareholdermeeting.com/ CSCO2026.
Annual Meeting Proposals Election of DirectorsThe Board recommends a vote FOR each director nominee See page 17
Advisory Vote to Approve Executive CompensationThe Board recommends a vote FOR the non-binding advisory resolution to
approve executive compensation See page 28
Ratification of Independent Registered Public Accounting FirmThe Board recommends a vote FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public
accounting firm for the fiscal year ending July 31, 2027 See page 70
Stockholder ProposalThe Board recommends a vote AGAINST the proposal submitted by
a stockholder See page 74
Stockholder ProposalThe Board recommends a vote AGAINST the proposal submitted by
a stockholder See page 77
Business OverviewCisco designs and sells a broad range of technologies including hardware, software, and artificial intelligence (AI) powered digital infrastructure to power, help secure, and draw insights from the Internet. We are incorporating AI into our product portfolios across networking, security, collaboration and observability as well as integrating our products more tightly together into a platform. We are simplifying how our technology is delivered, managed and optimized and helping customers maximize the business value of their technology investments.
In today's fast-paced world shaped by AI, businesses and organizations globally are deploying technology to pursue their strategic objectives, from accelerating growth to enhancing operational efficiency and fostering innovation. Our strategy is to securely connect everything to make those desired outcomes possible. Our customers have three key priorities in this dynamic environment: (i) to build modern infrastructure; (ii) to protect against the cyber threats of today and tomorrow; and (iii) to harness the power of AI and data. Cisco is at the forefront of this evolution, developing innovative solutions that leverage advanced AI to deliver more valuable outcomes for our customers.
Governance and Board HighlightsCisco's Board is composed of skilled and diverse directors. The Board has established robust corporate governance practices and policies. In particular, the Board believes strongly in the value of an independent board of directors.
Cisco has established a Lead Independent Director role with broad authority and responsibility, which is currently held by Mr. Capellas. See the "Governance and Board Matters" section in this Proxy Statement for more
information, including:
Our corporate governance policies, guidelines, and practices and where you can find key information regarding our corporate governance initiatives;
Our balanced Board leadership structure and qualifications, including a robust Lead Independent Director role;
Board Skills and AttributesOur Board's role in the oversight of Cisco's business strategy and risk management; and
Our fiscal 2026 stockholder engagement program, where we engaged with stockholders representing approximately 59% of shares outstanding at the end of the fiscal year, including 70% of our top
30 stockholders.
The below chart summarizes key qualifications, skills and attributes for our director nominees.
Board of Directors OverviewCommittees
Age | Director Since | Independent | Audit | Comp & Mgmt Dev | Nom & Gov | Public Policy | |
Michael D. Capellas LEAD INDEPENDENT DIRECTOR Founder and Chief Executive Officer, Capellas Strategic Partners | 72 | 2006 | |||||
Mark Garrett Former Chief Financial Officer, Adobe Systems Incorporated | 68 | 2018 | |||||
John D. Harris II Former Vice President of Business Development, Raytheon Company | 65 | 2021 | |||||
Dr. Kristina M. Johnson Former President, The Ohio State University | 69 | 2012 | |||||
Sarah Rae Murphy Former Chief Procurement Officer and Senior Vice President of Global Sourcing, United Airlines Holdings, Inc. | 43 | 2022 | |||||
Girish D. Rishi Chief Executive Officer, Cognite LLC | 57 | 2026 | |||||
Charles H. Robbins CHAIR Chief Executive Officer, Cisco | 60 | 2015 | |||||
Peter A. Shimer Former Chief Operating Officer, Deloitte | 64 | 2026 | |||||
Marianna Tessel Former Executive Vice President and General Manager, Small Business Group, Intuit Inc. | 58 | 2021 | |||||
Kevin Weil Chief Executive Officer, Warp Sciences | 43 | 2025 |
Key to Abbreviated Committees
Comp & Mgmt Dev Compensation and Management Development Committee Member
Nom & Gov Nomination and Governance Committee Chair
Executive Compensation HighlightsOur pay practices align with our pay-for-performance philosophy and underscore our commitment to sound compensation and governance practices.
Compensation philosophy designed to attract and retain, motivate performance, and reward achievement
Performance measures aligned with stockholder interests
Majority of annual total direct compensation ("TDC") is performance-based
No dividends paid or dividend equivalents settled on unvested awards
Independent Compensation Committee
Independent compensation consultant
Comprehensive annual compensation program risk assessment
Annual compensation peer group review
Caps on incentive compensation
None of our executive officers have employment, severance or change in control agreements
Stock ownership guidelines and holding requirements
Compensation recoupment (clawback) policy
All perquisites to executive officers subject to Compensation Committee approval
No single-trigger vesting of equity award grants
No stock option repricing or cash-out of underwater equity awards
No supplemental executive retirement plan or executive defined benefit pension plan
No golden parachute tax gross-ups
Broad anti-pledging and anti-hedging policies
Governance and Board Matters Corporate Governance Policies, Guidelines, and PracticesCisco is committed to stockholder-friendly corporate governance. The Board of Directors has adopted clear corporate policies that promote excellence in corporate governance. We have adopted policies, guidelines, and practices that are consistent with our commitment to transparency and best-in-class practices, as well as to ensure compliance with the rules and regulations of the Securities and Exchange Commission ("SEC"), the listing requirements of The Nasdaq Stock Market LLC ("Nasdaq"), and applicable corporate governance requirements. Key information regarding our corporate governance initiatives can be found in the Governance section of our Investor Relations website at investor.cisco.com which also includes our corporate governance guidelines, our Code of Business Conduct ("COBC"), and the charter for each Board committee.
Key Corporate Governance Policies, Guidelines, and Practices
Annual elections of directors since our initial public offering
Majority voting for uncontested elections of directors
Majority of our Board is independent of Cisco
A robust Lead Independent Director role with broad authority and responsibility
Independent members of the Board meet regularly without the presence of management
Stockholders may recommend a director nominee to our Nomination and Governance Committee
Stockholders that meet eligibility requirements may submit director candidates for election in our proxy statement through our proxy access bylaw provision
Stockholders have the right to take action by written consent
Stockholders owning 10% of the outstanding shares of our common stock have the right to call a
special meeting
No poison pill
All members of key committees of our Board - the Audit Committee, the Compensation and Management Development Committee (the "Compensation Committee"), and the Nomination and Governance Committee - are independent
Charters of each Board committee clearly establish the committees' respective roles and responsibilities
We have a clear COBC that is monitored by our ethics office and is annually affirmed by
our employees
Our ethics office has a hotline available to all employees
Our Audit Committee has procedures in place for the anonymous submission of employee complaints on accounting, internal accounting controls, or
auditing matters
We have adopted a code of ethics that applies to our principal executive officer and all members of our finance department, including the principal financial officer and principal accounting officer
Our internal audit function maintains critical oversight over the key areas of our business and financial processes and controls, and reports directly to our Audit Committee
A compensation recoupment (clawback) policy that applies to our executive officers
Stock ownership guidelines and holding requirements for our non-employee directors and executive officers
Insider Trading Arrangements and PoliciesWe are committed to promoting high standards of ethical business conduct and compliance with applicable laws, rules and regulations. As part of this commitment, we have adopted an Insider Trading Policy governing transactions in our securities by our directors, employees, contractors, consultants and other personnel providing services to Cisco, as well as by Cisco itself, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations and Nasdaq listing standards. A copy of our Insider Trading Policy was filed as Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year ended July 25, 2026.
Public Policy EngagementsInformation about our public policy engagement approach, including our policy priorities, our limitations relating to public policy-related activities, and the manner in which we disclose our public policy efforts (including annual payments to trade associations and political action committee contributions), is disclosed on our public website at https://www.cisco.com/c/en/us/about/government-affairs.html. In part as a result of proactive engagement with our stockholders, we regularly review and update this web page.
Stockholder EngagementWe recognize the importance of regular and transparent communication with our stockholders. Each year, we continually engage with a significant portion of stockholders including our top institutional investors, with the participation as appropriate of our Chair and Chief Executive Officer ("CEO"), Chief Financial Officer, other members of the Executive Leadership team, the chair of our Compensation Committee, the office of the Secretary, and various other subject matter experts from across the company. In fiscal 2026, Cisco engaged in outreach with investors representing approximately 59% of shares outstanding at the end of the fiscal year, and held meetings, conference calls and/or corresponded with investors representing approximately 33% of our outstanding shares at the end of the fiscal year, including 70% of our 30 largest stockholders. We engaged with these stockholders on a variety of topics, including our business performance and long-term strategy, corporate governance and risk management practices, board leadership, corporate responsibility initiatives, our executive compensation program, and other matters of stockholder interest.
Board of DirectorsOur Board is committed to strong corporate governance structures and practices that help Cisco build long-term stockholder value. Our Board believes strongly in the value of an independent board of directors and has established a Lead Independent Director role with broad authority and responsibility, as described further below. Additionally, our Board is composed of skilled and diverse directors.
Board Independence
Our Board believes strongly in the value of an independent board of directors. Other than Mr. Robbins, our CEO, all members of our Board are independent. Independent Board members have consistently comprised over 75% of the members of our Board. Additionally, all members of our Board committees, including the Audit Committee, the Compensation Committee and the Nomination and Governance Committee, are independent. The independent members of the Board also meet regularly during executive sessions of the Board without management present, and the Lead Independent Director, Mr. Capellas, chairs those sessions.
Board Leadership Structure
The Board believes it should maintain flexibility to determine the Board leadership structure from time to time. Our policies do not preclude our CEO from also serving as Board Chair. For instance, Mr. Robbins, our CEO, currently serves as Board Chair. The Board believes our current leadership structure, which includes a strong Lead Independent Director, provides appropriate balance and currently is in the best interest of Cisco and our stockholders. The broad authority and oversight given to the Lead Independent Director role, as described in detail below, helps ensure a strong independent and active Board. Additionally, the Board believes that Mr. Robbins' demonstrated leadership during his tenure at Cisco, and his ability to speak as both Board Chair and CEO, provides a strong unified leadership for Cisco.
Lead Independent Director
The Lead Independent Director is elected by and from the independent directors. Each term of service for the Lead Independent Director position is one year, and the Lead Independent Director has the following responsibilities:
l Authority to call meetings of the independent directors
l Presides at all meetings of the Board at which the Board Chair is not present, including executive sessions of the independent directors (during which Cisco's strategy is reviewed and other topics are discussed)
l Serves as principal liaison between the independent directors and the Chair and CEO
l Communicates from time to time with the Chair and CEO and disseminates information to the rest of the Board as appropriate
l Provides leadership to the Board if circumstances arise in which the role of the Board Chair may be, or may be perceived to be, in conflict
l Reviews and approves agendas and meeting schedules to assure that there is sufficient time for discussion of all agenda items, and information provided to the Board (including the quality, quantity, and timeliness of
such information)
l Being available, as appropriate, for consultation and direct communication with major stockholders and other stakeholders
l Presides over the annual performance evaluation of the Board, including the performance evaluation of each Board committee and individual Board members
l Facilitates the Board's performance evaluation of the CEO in conjunction with the Compensation Committee
In connection with Mr. Capellas' appointment as Lead Independent Director, the Board considered his demonstrated leadership during his tenure as a member of the Board, and also his leadership during his tenure as chair of the Nomination and Governance Committee and the Public Policy Committee, and as chair of former standing committees, including the Acquisition Committee and the Finance Committee, and believes his ability to act as a strong Lead Independent Director provides balance in Cisco's leadership structure and is in the best interest of Cisco and its stockholders.
Board Committees and Meetings
Cisco currently has four standing committees: the Audit Committee, the Compensation Committee, the Nomination and Governance Committee, and the Public Policy Committee. Each of the standing committees has a written charter approved by the Board. A copy of each charter can be found on the "Committees" web page, which is located in the Corporate Governance section of our Investor Relations website at investor.cisco.com.
During fiscal 2026, the Board held 14 meetings. During this period, all of the incumbent directors attended at least 75% of the aggregate of the total number of meetings of the Board and the committees of the Board on which each such director served, during the period for which such director served. Cisco's directors are strongly encouraged to attend the annual meeting. All of Cisco's directors who were then serving on the Board attended last year's
annual meeting.
Audit Committee
13 Meetings
Mark
Garrett (Chair)
John D. Harris II
Sarah Rae Murphy
Peter A. Shimer
Responsibilities and Duties Include:
l Directly responsible for the appointment, determination of the compensation for, retention, and oversight of the performance of the independent registered public accounting firm
l Reviews the financial information which will be provided to stockholders and others, including the quarterly and year-end financial results
l Reviews the system of internal controls which management and the Board have established
l Reviews the financial and risk management policies (including cybersecurity and data protection, insurance, currency, interest rate and equity risk management policies and programs)
l Reviews policies and programs for addressing cybersecurity and data protection
l Oversees accounting and financial reporting processes and the audits of Cisco's financial statements
l Pre-approves audit and permissible non-audit services provided by the independent registered public accounting firm
l Reviews the hiring policies for any employees or former employees of the independent registered public accounting firm
l Oversees and reviews related party transactions
l Establishes procedures for the receipt, retention, and treatment of complaints received by Cisco regarding accounting, internal accounting controls, or auditing matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters
l Reviews annually the responsibilities and activities for the prior and upcoming fiscal year of each of our internal audit and compliance functions, including the internal audit charter, risk-based internal audit plan, and the audit functions' budget and staffing
l Reviews activities related to coordinating, developing, and maintaining our enterprise risk management program
l Meets separately in periodic executive sessions with each of management, the head of our internal audit function, and the independent registered public accounting firm
l Reviews and approves the global investment policy
l Reviews Cisco's capital structure and capital allocation strategy, including dividends and the stock repurchase program
l Reports to the Board on a regular basis on the major events covered by the Audit Committee and makes recommendations to the Board and management concerning these matters
Composition of the Committee
l Each member of this committee has been determined by the Board to be an "audit committee financial expert" as defined in Item 407(d) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the "Exchange Act")
l Each member of this committee is an independent director and meets each of the other requirements for audit committee members under applicable Nasdaq listing standards
The members of the Audit Committee during fiscal 2026 were: Mark Garrett (Chair), John D. Harris II, and Sarah Rae Murphy for all of fiscal 2026, and Peter A. Shimer since May 2026.
Compensation and Management Development Committee
5 Meetings
Dr. Kristina
M. Johnson (Chair)
John D. Harris II
Marianna Tessel
Responsibilities and Duties Include:
l Reviews, annually, and approves corporate goals and objectives relevant to executive compensation and evaluates performance in light of those goals
l Reviews and approves our compensation to executive officers
l Approves any perquisites, cash payments and other compensation and benefit arrangements to executive officers
l Reviews matters related to management performance, compensation and succession planning, including review and approval of CEO succession planning
l Reviews and oversees the development and implementation of our practices, strategies, and policies used for recruiting, managing, and developing employees (i.e., human capital management)
l Reviews, annually, and approves our compensation strategy to help ensure that it promotes stockholder interests and supports our strategic and tactical objectives and that it provides appropriate rewards and incentives for management and employees, including review of compensation-related risk management
Composition of the Committee
l Each member of this committee is an independent director under applicable Nasdaq listing standards, including the additional independence requirements specific to compensation committee membership
l Each member of this committee is a "non-employee director" as defined in Rule 16b-3 under the Exchange Act
The members of the Compensation Committee during fiscal 2026 were: Dr. Kristina M. Johnson (Chair) until December 2025 and again since April 2026 when she was appointed Chair of the Compensation Committee, John
D. Harris II until August 2025 and again since December 2025, and Marianna Tessel since August 2025. Daniel H. Schulman, a former Board member, served as Chair of the Compensation Committee until April 2026.
Executive Compensation
For fiscal 2026, the Compensation Committee performed the above oversight responsibilities and duties by, among other things, conducting an evaluation of the design of our executive compensation program, in light of our risk management policies and programs. For additional information regarding the Compensation Committee's risk management review, see the "Executive Compensation Governance Components" section of the Compensation Discussion and Analysis ("CD&A").
The Compensation Committee has the exclusive authority and responsibility to determine all aspects of executive compensation packages for executive officers. During fiscal 2026, the Compensation Committee retained Exequity LLP ("Exequity") as its independent compensation consultant to help the Compensation Committee establish and implement its compensation philosophy, to evaluate compensation proposals recommended by management, and to provide advice and recommendations on competitive market practices and specific compensation decisions for executive officers. The Compensation Committee retains and does not delegate any of its exclusive power to determine all matters of executive compensation and benefits, although the CEO and the People and Communities organization present compensation and benefit proposals to the Compensation Committee. Exequity worked directly with the Compensation Committee (and not on behalf of management) to assist the Compensation Committee in satisfying its responsibilities and did not undertake projects for management except at the request of the Compensation Committee chair and in the capacity of the Compensation Committee's agent. During fiscal 2026, Exequity performed no other consulting or other services for Cisco management and did not undertake any projects for management. For additional description of the Compensation Committee's processes and procedures for consideration and determination of executive officer compensation, see the "Compensation Committee Matters -Executive Compensation - CD&A" section in this Proxy Statement.
Compensation Committee Interlocks and Insider Participation
No member of the Compensation Committee was, at any time during fiscal 2026 or at any other time, an officer or employee of Cisco, and no member had any relationship with Cisco requiring disclosure under Item 404 of Regulation S-K under the Exchange Act. No executive officer of Cisco has served on the board of directors or compensation committee of any other entity that has or has had one or more executive officers who served as a member of the Board or the Compensation Committee during fiscal 2026.
Nomination and Governance Committee
7 Meetings
Michael D. Capellas (Chair)
Mark Garrett
Dr. Kristina
M. Johnson
Responsibilities and Duties Include:
l Oversees, reviews, and makes periodic recommendations concerning our corporate governance policies
l Reviews and assesses director independence
l Makes recommendations regarding the size, structure and composition of the Board and its committees
l Oversees the annual Board performance evaluation process
l Recommends candidates for election to the Board
l Reviews and recommends compensation for non-employee members of the Board
l Reviews acquisition strategies with management and approve acquisitions or investments up to $2 billion per transaction in cash, stock, or a combination thereof
Composition of the Committee
l Each member of this committee is an independent director under applicable Nasdaq listing standards
The members of the Nomination and Governance Committee during fiscal 2026 were: Michael D. Capellas (Chair) and Mark Garrett, both for all of fiscal 2026, and Dr. Kristina M. Johnson since April 2026. Daniel H. Schulman, a former Board member, served on the Nomination and Governance Committee until April 2026.
Director Compensation
Cisco's director compensation program is designed to attract and retain highly qualified non-employee directors and to address the time, effort, expertise, and accountability required of active board membership. In connection with reviewing and recommending compensation for non-employee directors, the Nomination and Governance Committee retained Exequity as its independent compensation consultant during fiscal 2026. The Nomination and Governance Committee makes recommendations to the Board regarding compensation for non-employee directors using a process similar to the one used by the Compensation Committee for determining compensation for Cisco's executive officers. Generally, the Nomination and Governance Committee annually reviews the market practice for
non-employee director compensation for companies in Cisco's peer group (as set forth in the CD&A) in consultation with its independent compensation consultant and assesses whether the total compensation of our non-employee directors and each element of our non-employee director compensation program continues to be competitive with the market for qualified directors, incorporates best practices and aligns the interests of our non-employee directors with the long-term interests of our stockholders.
Director Nominations
Stockholders may recommend a director nominee to Cisco's Nomination and Governance Committee. In recommending candidates for election to the Board, the Nomination and Governance Committee considers nominees recommended by directors, officers, employees, stockholders and others, using the same criteria to evaluate all candidates. The Nomination and Governance Committee reviews each candidate's qualifications, including whether a candidate possesses any of the specific qualities and skills desirable in certain members of the Board. Evaluations of candidates generally involve a review of background materials, internal discussions, and interviews with selected candidates as appropriate. The Nomination and Governance Committee may engage consultants or third-party search firms to assist in identifying and evaluating potential nominees. Upon selection of a qualified candidate, the Nomination and Governance Committee recommends the candidate for consideration by the full Board.
For more detailed information on how to recommend a prospective nominee for the Nomination and Governance Committee's consideration or to submit a nominee for inclusion in Cisco's proxy materials pursuant to the proxy access provisions of Cisco's bylaws, see the "Other Important Information About the Meeting - Stockholder Proposals and Nominations for 2027 Annual Meeting of Stockholders" section.
Public Policy Committee
5 Meetings
Michael D. Capellas (Chair)
Dr. Kristina
M. Johnson
Kevin Weil
Responsibilities and Duties Include:
l Reviews and discusses with management, and brings to the attention of the Board, as appropriate, the initiatives, policies, programs, and strategies relating to public policy matters, including but not limited to, trade, supply chain, digital sovereignty, regulatory and government affairs, and AI governance
l Reviews and discusses with management and brings to the attention of the Board, as appropriate, external legislative, regulatory, and public policy developments and trends that could affect our business activities, performance, and reputation
l Reviews the outcomes of the Cisco Foundation and Cisco's charitable giving, and reviews the policies and guidelines for Cisco's charitable programs
Composition of the Committee
The members of the Public Policy Committee during fiscal 2026 were: Michael D. Capellas (Chair) for all of fiscal 2026, Kevin Weil since August 2025, and Dr. Kristina M. Johnson since December 2025. Wesley G. Bush, a former Board member, served on the Public Policy Committee until December 2025.
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 updates, 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, 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.
Cisco's enterprise risk management ("ERM") program is 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 and privacy 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 regular 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 2026, 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 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.
Capellas | Garrett | Harris | Johnson | Murphy | Rishi | Robbins | Shimer | Tessel | Weil |
Leadership | |||||||||
Technology | |||||||||
Financial Experience | |||||||||
Global Business | |||||||||
Sales and Marketing | |||||||||
Academia | |||||||||
Public Company Board Experience | |||||||||
Demographic Background | |||||||||
Gender M | M | M | F | F | M | M | M | F | M |
Ethnicity White | White | Black or African American | White | White | Asian | White | White | White | White |
Native American |
Board Performance Evaluation Process
The Board recognizes that a robust and constructive performance evaluation process is an essential component of Board effectiveness. As such, the Board conducts an annual performance evaluation that is intended to determine whether the Board, each of its committees, and individual Board members are functioning effectively, and to provide them with an opportunity to reflect upon and improve processes and effectiveness. This annual performance evaluation is designed to identify any themes or issues that have emerged. The Nomination and Governance Committee oversees this process, which is led by the Lead Independent Director. As part of this process, the Lead Independent Director conducts discussions with Board members to obtain their assessment of the effectiveness and performance of the Board and Board members. The Board considers the results and ways in which its processes and effectiveness may be enhanced.
Board Refreshment
We regularly evaluate the need for Board refreshment. The Nomination and Governance Committee and the Board are focused on identifying individuals whose skills and experiences will enable them to make meaningful contributions to the shaping of Cisco's business strategy. In April 2026 and October 2026, respectively, the Board appointed Peter
A. Shimer and Girish D. Rishi as directors, in each case upon the recommendation of the Nomination and Governance Committee. For more information on the skills and experience of Mr. Shimer and Mr. Rishi, see "Governance and Board Matters - Proposal No. 1 - Election of Directors."
As part of its consideration of director succession, the Nomination and Governance Committee from time-to-time reviews, including when considering potential candidates, the appropriate skills and characteristics required of Board members such as diversity of business experience, viewpoints and personal background, and diversity of skills in technology, finance, marketing, international business, financial reporting and other areas that are expected to contribute to an effective Board. In evaluating potential candidates for the Board, the Nomination and Governance Committee considers these factors in the light of the specific needs of the Board at that time. Additionally, due to the global and complex nature of our business, the Board believes it is important to include individuals with diversity of race, ethnicity, gender, sexual orientation, age, education, cultural background, and professional experiences, and those factors are considered in evaluating board candidates in order to provide practical insights and
diverse perspectives.
Cisco's corporate governance guidelines provide that any non-employee director who has served for a total of 20 years of service will not be re-nominated for election at the next annual meeting of stockholders, absent special circumstances.
Further, the corporate governance guidelines provide that the Board will take into consideration the age of any current or prospective Board member whose age would be 72 or older when elected, re-elected, or appointed to the Board and, before nominating or appointing such Board member, the Board will make an affirmative determination that it is in the best interests of Cisco and its stockholders for that individual to serve on the Board. The average tenure of the director nominees is approximately 6.8 years.
In connection with its decision to nominate Mr. Capellas, a director who is 72 years old and has served on the Board since 2006, for election at the Annual Meeting, as presented in "Governance and Board Matters - Proposal No. 1 - Election of Directors" below, the Board and Nomination and Governance Committee considered his qualifications and contributions to the Board, including his leadership and experience as Lead Independent Director, his role in Board succession and transition, his knowledge of the Company and its business, and the value of continuity and institutional knowledge in light of recent departures from the Board, and determined that notwithstanding the foregoing age and tenure guidelines, it was in the best interests of the Company and its stockholders to nominate him for election at the Annual Meeting and permit him to serve for a new term, if elected.
The Nomination and Governance Committee and the Board 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.
Six of our independent director nominees have joined our Board since 2021, representing 67% of our independent Board member nominees.
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.
Election of DirectorsThe 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 has been nominated for election by the Board upon recommendation by the Nomination and Governance Committee and has decided to stand for election.
The Board appointed Peter A. Shimer to the Board in April 2026 and Girish D. Rishi to the Board in October 2026 upon recommendation of the Nomination and Governance Committee. Mr. Shimer and Mr. Rishi were brought to the attention of the Nomination and Governance Committee as potential candidates by a third-party search firm and by one of Cisco's independent, non-management directors, respectively.
Director Nominees | Positions and Offices Held with Cisco | Age | Director Since | Other Public Company Boards |
Michael D. Capellas | Lead Independent Director | 72 | 2006 | 0 |
Mark Garrett | Director | 68 | 2018 | 2 |
John D. Harris II | Director | 65 | 2021 | 3 |
Dr. Kristina M. Johnson | Director | 69 | 2012 | 3 |
Sarah Rae Murphy | Director | 43 | 2022 | 0 |
Girish D. Rishi | Director | 57 | 2026 | 1 |
Charles H. Robbins | Chair and CEO | 60 | 2015 | 1 |
Peter A. Shimer | Director | 64 | 2026 | 3 |
Marianna Tessel | Director | 58 | 2021 | 0 |
Kevin Weil | Director | 43 | 2025 | 0 |
Michael D. Capellas LEAD INDEPENDENT DIRECTOR
Age: 72 Director Since: 2006 Committee Memberships: Nomination and Governance (Chair), Public Policy (Chair) | Other public company directorships None | Former public company directorships in the past 5 years l Cellebrite DI Ltd. (ended in 2026) l The Beauty Health Company (ended in 2025) l Flex Ltd. (ended in 2024) l 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.
Mark Garrett INDEPENDENT DIRECTOR
Age: 68 Director Since: 2018 Committee Memberships: Audit (Chair), Nomination and Governance | Other public company directorships l GoDaddy Inc. l Snowflake Inc. | Former public company directorships in the past 5 years l NightDragon Acquisition Corp. (ended in 2022) l 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.
John D. Harris II INDEPENDENT DIRECTOR
Age: 65 Director Since: 2021 Committee Memberships: Audit, Compensation | Other public company directorships l Exxon Mobil Corporation l Flex Ltd. l Kyndryl Holdings, Inc. | Former public company directorships in the past 5 years None |
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.
Dr. Kristina M. Johnson INDEPENDENT DIRECTORAge: 69 Director Since: 2012 Committee Memberships: Compensation (Chair), Nomination and Governance, Public Policy | Other public company directorships l Infleqtion, Inc. l Minerals Technologies, Inc. l Qnity Electronics, Inc. | Former public company directorships in the past 5 years l DuPont de Nemours, Inc. (ended in 2025) |
Business Experience
Dr. Kristina M. Johnson has held leadership positions in academia, industry and government, including service as Managing Partner of Catalyzer Ventures since May 2025 and as CEO of Johnson Energy Holdings, LLC since May 2024; President of The Ohio State University from September 2020 to May 2023; chancellor of the State University of New York from September 2017 to
August 2020; co-founder and CEO of hydropower companies, Enduring Hydro, LLC and Cube Hydro Partners, LLC from 2011 to 2017; Undersecretary of Energy at the U.S. Department of Energy from May 2009 to October 2010; senior vice president and provost at The Johns Hopkins University from 2007 to 2009; and dean of engineering at Duke University from 1999 to 2007.
Dr. Johnson's pioneering work in liquid-crystal on silicon micro-displays, polarization optics and imaging at the University of Colorado Boulder was spun off into several companies, including ColorLink, Inc., which helped create modern 3D movies such as Avatar and hundreds of others. Dr. Johnson was inducted into the National Inventors Hall of Fame, is a member of the National Academy of Engineering and the National Academy of Inventors, has received the John Fritz Medal, widely regarded as the highest award given by the engineering societies, and is a 2025 recipient of the National Medal of Technology and Innovation. Dr. Johnson holds five honorary degrees, and earned her B.S., M.S. and Ph.D. degrees in electrical engineering at Stanford University.
Qualifications
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.
Sarah Rae Murphy INDEPENDENT DIRECTOR
Age: 43 Director Since: 2022 Committee Memberships: Audit | Other public company directorships None | Former public company directorships in the past 5 years None |
Business Experience
Ms. Murphy has served as a Senior Advisor and Partner to AltitudeX Aviation Group LLC since June 2023. Ms. Murphy previously 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.
Girish D. Rishi INDEPENDENT DIRECTOR
Age: 57 Director Since: 2026 | Other public company directorships l Insight Enterprises, Inc. | Former public company directorships in the past 5 years None |
Business Experience
Mr. Rishi has served as CEO of Cognite LLC ("Cognite"), a global software-as-a-service company that helps drive digital transformation for asset-heavy industrial clients, since April 2022. Mr. Rishi has also served as a Senior Advisor at Blackstone Inc. since April 2022. Prior to his role at Cognite, Mr. Rishi served as CEO of Blue Yonder Holding, Inc. ("Blue Yonder"), a provider of supply chain management software and consulting services from January 2017 to February 2022. Prior to joining Blue Yonder, Mr. Rishi held senior leadership roles at Tyco International plc, Zebra Technologies Corporation, and Motorola Solutions, Inc.
Mr. Rishi is a member of the Council on Foreign Relations and an executive board member at the Arizona Commerce Authority.
Qualifications
Mr. Rishi brings to the Board experience as a CEO and in executive roles in the technology industry spanning hardware, software and systems. Through this experience, Mr. Rishi has developed deep expertise across data and AI, product development, business development, supply chain and M&A. Mr. Rishi also has experience serving as a public company outside director.
Charles H. Robbins BOARD CHAIRAge: 60 Director Since: 2015 | Other public company directorships l BlackRock, Inc. | Former public company directorships in the past 5 years None |
Business Experience
Mr. Robbins has served as CEO since July 2015, as a member of the Board since May 2015 and as Chair of the Board since December 2017. He joined Cisco in December 1997, from which time until March 2002 he held a number of managerial positions within Cisco's sales organization. Mr. Robbins was promoted to Vice President in March 2002, assuming leadership of Cisco's U.S. channel sales organization. Additionally, in July 2005 he assumed leadership of Cisco's Canada channel sales organization. In December 2007, Mr. Robbins was promoted to Senior Vice President, U.S. Commercial, and in August 2009 he was appointed Senior Vice President, U.S. Enterprise, Commercial and Canada. In July 2011, Mr. Robbins was named Senior Vice President, Americas. In October 2012, Mr. Robbins was promoted to Senior Vice President, Worldwide Field Operations, in which position he served until assuming the role of CEO.
Qualifications
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.
Peter A. Shimer INDEPENDENT DIRECTOR
Age: 64 Director Since: 2026 Committee Memberships: Audit | Other public company directorships l Alaska Air Group, Inc. l Korn Ferry l Synopsys, Inc. | Former public company directorships in the past 5 years None |
Business Experience
Mr. Shimer has served in a variety of senior executive roles over his distinguished 41-year career at Deloitte LLP ("Deloitte"). Most recently, he served as Chief Operating Officer of Deloitte from 2023 to 2024 and from 2019 to 2022, and served as Interim Chief Executive Officer of Deloitte US from 2022 to 2023. Prior to that, Mr. Shimer's previous roles at Deloitte included serving as Chief Financial Officer and serving in other senior leadership roles. Mr. Shimer is Vice Chair and an Executive Committee Board member for the Fred Hutchinson Cancer Center.
Qualifications
Mr. Shimer brings to the Board considerable experience spanning four decades of leadership at Deloitte, including extensive C-suite tenure, and deep expertise in enterprise transformation, strategic planning and digital innovation, which the Board believes will add valuable perspective to Cisco. Mr. Shimer also has experience serving as a public company outside director.
Marianna Tessel INDEPENDENT DIRECTOR
Age: 58 Director Since: 2021 Committee Memberships: Compensation | Other public company directorships None | Former public company directorships in the past 5 years None |
Business Experience
Ms. Tessel served as Executive Vice President and General Manager, Small Business Group of Intuit Inc. ("Intuit"), a financial software company, from September 2023 to May 2026. She joined Intuit in 2017 and served as Intuit's Executive Vice President and Chief Technology Officer from January 2019 to September 2023. Prior to joining Intuit, Ms. Tessel served as Senior Vice President of Engineering and Executive Vice President of Strategic Development for Docker Inc., a software containerization platform.
Ms. Tessel also previously served as Vice President of Engineering with VMware Inc., Ariba, Inc., and General Magic, 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 and general management background.
Kevin Weil INDEPENDENT DIRECTOR
Age: 43 Director Since: 2025 Committee Memberships: Public Policy | Other public company directorships None | Former public company directorships in the past 5 years None |
Business Experience
Mr. Weil has served as CEO of Warp Sciences, an AI and robotics company focused on accelerating drug discovery, since July 2026. He previously served as Vice President, OpenAI for Science of OpenAI, an AI research and deployment company from October 2025 to April 2026. Mr. Weil previously served as OpenAI's Chief Product Officer from June 2024 to October 2025. Prior to joining OpenAI, Mr. Weil served as President, Product & Business at Planet Labs PBC, a public benefit corporation that provides global, daily satellite imagery and geospatial solutions, from April 2021 to May 2024. Mr. Weil also previously served as Vice President of Product at Instagram Inc. ("Instagram"), and then subsequently as Vice President of Product, Novi at Meta Platforms, Inc. ("Meta") upon Meta's acquisition of Instagram, from March 2016 to April 2021. Prior to Meta, Mr. Weil was Senior Vice President of Product at Twitter, Inc.
Qualifications
Mr. Weil brings to the Board his deep expertise in AI and product innovation, which the Board believes will add a valuable perspective to help guide Cisco's strategic initiatives.
Board CompositionDue 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.
Independent DirectorsUpon 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 nominee 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:
l 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.
Director CompensationThis section provides information regarding the compensation policies for non-employee directors and amounts paid and equity awards granted to these directors in fiscal 2026. 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
l Retainer fees for committee service differentiated based on workload
l Emphasis on equity in the overall compensation mix
l Full-value equity grants under a fixed-value annual grant policy with immediate vesting
l Robust stock ownership guidelines set at five times the annual cash retainer to support stockholder alignment
l Flexible deferral provisions to facilitate stock ownership
l 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
l 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 2026, the maximum match amount under this program was $25,000 each calendar year.
Fiscal 2026 Cash Compensation
Our non-employee director cash compensation during fiscal 2026 consisted of the following:
l Annual retainer of $105,000 for each non-employee director.
l Additional annual retainer fee of $75,000 for serving as Lead Independent Director.
l Additional annual retainer fee of $45,000 for serving as chair of the Audit Committee.
l Additional annual retainer fee of $35,000 for serving as chair of the Compensation Committee or as chair of the Nomination and Governance Committee.
l Additional annual retainer fee of $30,000 for serving as chair of the Public Policy Committee.
l Additional annual retainer fees for serving as a member of a Board committee:
l $32,000 for serving as a member of the Audit Committee;
l $16,000 for serving as a member of the Compensation Committee or the Public Policy Committee; and
l $12,000 for serving as a member of the Nomination and Governance Committee.
l These cash fees are paid in quarterly installments in arrears.
A non-employee director may, in lieu of any retainer paid in connection with service on the Board or any committee of the Board, or other cash fees, elect to receive fully vested shares of Cisco common stock, fully vested deferred stock units or a deferred cash payment under the Cisco Systems, Inc. Deferred Compensation Plan (the "Deferred Compensation Plan"). Dividend equivalents accrue on fully vested deferred stock units and are subject to the same conditions and restrictions as the deferred stock units to which they attach and will settle in shares after the
non-employee director leaves the Board. The annual retainers are pro-rated for non-employee directors who are appointed after an annual meeting. Retainers paid in quarterly installments are pro-rated for non-employee directors who join or leave the Board or a committee during the quarterly period based on the portion of the period for which they have served.
Fiscal 2026 Equity Compensation
Non-employee directors receive annual grants under the Cisco Systems, Inc. 2005 Stock Incentive Plan (the "2005 Stock Incentive Plan") pursuant to an equity grant policy. The 2005 Stock Incentive Plan currently provides that the maximum value of grants during a single fiscal year, taken together with any cash fees paid during such fiscal year for services on the Board, may not exceed $800,000 in total value for any non-employee director.
The Board's policy regarding equity grants for non-employee directors provides for the following:
l An initial equity grant for new non-employee directors consisting of fully vested shares of Cisco common stock with a fair value equal to a pro rata portion of $270,000 based on the portion of the year of the new non-employee director's Board service.
l An annual equity grant for elected non-employee directors consisting of fully vested shares of Cisco common stock with a fair value equal to $270,000.
A non-employee director may elect to receive his or her initial and annual grants in the form of fully vested deferred stock units that are settled in shares after the non-employee director leaves the Board. Dividend equivalents accrue on the fully vested deferred stock units and are subject to the same conditions and restrictions as the deferred stock units to which they attach and will settle in shares after the non-employee director leaves the Board.
Fiscal 2026 Total Director Compensation
The following table provides information as to compensation earned by our non-employee directors during fiscal 2026.
Director Compensation
Name
Fees Earned or Paid in Cash
($)
Stock Awards
($)(1)
All Other Compensation
($)(2)
Total ($)
Wesley G. Bush(3) | 54,463 | (4) | - | - | 54,463 |
Michael D. Capellas | 256,387 | 269,952 | 37,500 | 563,839 | |
Mark Garrett | 189,259 | 269,952 | - | 459,211 | |
John D. Harris II | 147,982 | 269,952 | 5,000 | 422,934 | |
Dr. Kristina M. Johnson | 141,118 | (4) | 269,952 | 29,250 | 440,320 |
Sarah Rae Murphy | 138,243 | 269,952 | - | 408,195 | |
Girish D. Rishi(5) | - | - | - | - | |
Daniel H. Schulman(6) | 124,127 | 269,952 | - | 394,079 | |
Peter A. Shimer | 40,951 | 187,655 | 25,000 | 253,606 | |
Marianna Tessel | 122,185 | (4) | 269,952 | - | 392,137 |
Kevin Weil | 119,056 | (4) | 269,952 | - | 389,008 |
(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 2025 Annual Meeting and who
was elected at the 2025 Annual Meeting received 3,481 fully vested shares on December 16, 2025. Mr. Schulman and Mr. Weil each elected to receive his annual equity award in the form of fully vested deferred stock units.
In connection with his appointment to the Board on April 6, 2026, Mr. Shimer received an initial pro-rated equity award of 2,333 fully vested shares in the form of deferred stock units.
None of the non-employee directors held any unvested stock awards as of July 25, 2026. No stock options were outstanding or awarded to non-employee directors in fiscal 2026.
(2) Represents the non-employee director's match under Cisco's charitable matching gifts program.
(3) Mr. Bush served on the Board of Directors until the 2025 Annual Meeting of Stockholders held on December 16, 2025.
(4) Includes the value of fully vested shares of Cisco common stock received in lieu of the non-employee director's regular cash retainer, additional retainer paid in connection with service on Board committees, or other cash fees, based on the fair market value of the shares on the date any such retainers or cash fees would otherwise have been paid. Based on their prior elections, Mr. Bush and Mr. Weil each received deferred stock units with a value of $54,401 and $118,860, respectively, and Dr. Johnson and Ms. Tessel each received fully vested shares with a value of $92,355 and $73,494, respectively, in each case based on the closing price of Cisco common stock on the date any such retainers or cash fees would otherwise have been paid.
(5) Mr. Rishi was appointed to the Board of Directors after the completion of fiscal 2026 and did not receive any compensation for fiscal 2026.
(6) Mr. Schulman served on the Board of Directors until May 21, 2026.
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.
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 2025 cash retainers or fees, please see the table above entitled "Director Compensation" and the accompanying footnotes.
Fiscal 2027 Director Compensation
Pursuant to the pre-existing policy adopted by the Board prior to the appointment of Mr. Rishi, in connection with his appointment to the Board on October 9, 2026, Mr. Rishi received a pro rata initial equity grant in the form of a fully vested restricted stock unit award covering 419 shares. The initial restricted stock unit award for Mr. Rishi was granted on October 9, 2026 with a grant date fair value of $49,605. Mr. Rishi elected to receive his initial equity grant in the form of deferred stock units that will settle in shares after he leaves the Board. Dividend equivalents accrue on the fully vested deferred stock units and are subject to the same conditions and restrictions as the deferred stock units to which they attach and will settle in shares after Mr. Rishi leaves the Board.
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 2027 in consultation with its independent compensation consultant, Exequity. In fiscal 2026, 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 2027.
Vote RequiredCisco's bylaws and corporate governance guidelines provide for a majority voting standard in uncontested elections of directors. The affirmative vote of the holders of a majority of the votes properly cast at the meeting at which a quorum is present is required to elect each of the nominees for director, meaning the number of shares cast "for" a nominee's election exceeds the number of "against" votes cast against that nominee. The required quorum for a meeting of Cisco stockholders is a majority of the outstanding shares of common stock. Abstentions and broker non-votes are not counted as votes cast for or against such nominee, and stockholders may not cumulate votes in the election of directors.
In the event any nominee is unable or declines to serve as a director at the time of the meeting, the proxies will be voted for any nominee, if any, who may be designated by the Board to fill the vacancy. As of the date of this Proxy Statement, the Board is not aware that any nominee is unable or will decline to serve as a director. If a nominee who currently serves as a director is not re-elected, Delaware law provides that the director would continue to serve on the Board as a "holdover director." Under our bylaws and corporate governance guidelines, an incumbent director who fails to receive the required majority vote to be re-elected in an uncontested election shall tender his or her resignation to the Board to be effective on the earlier of 90 days following the certification of the election results or the date on which the Board selects a person to fill the office held by that director.
Recommendation of the Board of DirectorsThe Board of Directors recommends that the stockholders vote FOR the election of each of the nominees listed herein.
Compensation Committee Matters Advisory Vote to Approve Executive CompensationUnder 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 30 to 67 for additional details on Cisco's executive compensation program. Below are a few highlights of our pay-for-performance philosophy.
Fiscal 2026 Pay and PerformanceIn fiscal 2026, we delivered very strong revenue growth across all geographies and customer markets demonstrating robust demand for our technologies. Revenue was $63.3 billion, up 12% year over year. We recognized approximately $4 billion of revenue from AI infrastructure for hyperscalers in fiscal 2026, representing approximately 6% of our total revenue in fiscal 2026, up from less than 2% in fiscal 2025. Remaining Performance Obligations ("RPO") grew 7% year over year to $46.7 billion, providing a strong foundation for our future performance. In fact, in fiscal 2026, we delivered the highest revenue, non-GAAP operating margin and earnings per employee in 30 years, demonstrating excellent execution by our teams and the increasingly critical role our technology plays in the AI era. The profitable growth of our business continues to produce strong cash flows, supporting our commitment to return significant value to our stockholders. In fiscal 2026, we returned a total of $12.7 billion through dividends and share repurchases, representing 99% of our free cash flow(1). We remain focused on investing strategically in innovation and driving durable growth, with financial discipline helping to drive operating leverage and stockholder value.
Our fiscal 2026 results compared with fiscal 2025 were as follows (all comparisons year over year):
l Revenue(2) of $63.3 billion, up 12%
l Profit Before Taxes(2) of $21.3 billion, up 14%
l Operating Income(2) of $22.0 billion, up 13%
(1) Represents a non-GAAP financial measure. See the Appendix for a definition of this measure and a reconciliation of this measure to its most directly comparable GAAP financial measure.
(2) Revenue and Profit Before Taxes as determined pursuant to the EIP, and Operating Income as determined pursuant to the fiscal 2026 Operating Income goal for the fiscal 2024 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 income during fiscal 2026 and fiscal 2025, operating cash flow and EPS during fiscal 2024, and relative total stockholder return ("TSR") performance measured over the entire three-year performance period. For Cisco's other named executive officers, approximately 50% of long-term grant value is comprised of performance shares earned for achievement against the same goals of operating income, operating cash flow, EPS, and relative TSR performance measured over the performance period. Our PRSUs for fiscal 2024 - 2026 were earned at 130% of target, as operating income, operating cash flow, and EPS performance were at 108% of target over the three-year period, while relative TSR for the three-year period exceeded the maximum performance level.
We believe our compensation structure and its resulting realizable pay for executive officers demonstrates Cisco's strong commitment to aligning real pay delivery with performance.
At the annual meeting, we are asking stockholders to vote on the following advisory resolution:
RESOLVED, that the stockholders approve the compensation of Cisco's named executive officers as disclosed pursuant to the SEC's compensation disclosure rules, including the CD&A, the compensation tables and narrative discussion.
Vote RequiredThe affirmative vote of the holders of a majority of the votes properly cast (for the avoidance of doubt, abstentions and broker non-votes are not counted as votes cast for or against such matter) is required for approval, on an advisory basis, of this proposal. Under our policy of providing for an annual advisory vote on executive compensation, we expect that our next advisory vote to approve the compensation of Cisco's named executive officers will be at our 2027 Annual Meeting of Stockholders.
Recommendation of the Board of DirectorsThe Board of Directors recommends that the stockholders vote FOR approval of the non-binding advisory resolution to approve executive compensation.
Executive Compensation Compensation Discussion and AnalysisIntroduction
The following discussion describes Cisco's compensation program for its named executive officers. Cisco's named executive officers for fiscal 2026 are our CEO, our Chief Financial Officer ("CFO"), and our three most highly compensated executive officers (other than the CEO and CFO) who were serving as executive officers at the end of fiscal 2026.
The named executive officers are:
Charles H. Robbins Chair and
Chief Executive Officer
Mark Patterson Executive Vice President and
Chief Financial Officer
Jeetendra (Jeetu) Patel
President and Chief Product Officer
Deborah (Dev)
L. Stahlkopf Executive Vice President and
Chief Legal Officer
Thimaya Subaiya Executive
Vice President, Operations
The following are performance and compensation highlights for fiscal 2026.
Executive Summary
Company Performance
In fiscal 2026, we delivered very strong revenue growth across all geographies and customer markets demonstrating robust demand for our technologies. Revenue was $63.3 billion, up 12% year over year. We recognized approximately $4 billion of revenue from AI infrastructure for hyperscalers in fiscal 2026, representing approximately 6% of our total revenue in fiscal 2026, up from less than 2% in fiscal 2025. RPO grew 7% year over year to $46.7 billion, providing a strong foundation for our future performance. In fact, in fiscal 2026, we delivered the highest revenue, non-GAAP operating margin and earnings per employee in 30 years, demonstrating excellent execution by our teams and the increasingly critical role our technology plays in the AI era. The profitable growth of our business continues to produce strong cash flows, supporting our commitment to return significant value to our stockholders. In fiscal 2026, we returned a total of $12.7 billion through dividends and share repurchases, representing 99% of our free cash flow(1). We remain focused on investing strategically in innovation and driving durable growth, with financial discipline helping to drive operating leverage and stockholder value.
Our fiscal 2026 results compared with fiscal 2025 were as follows (all comparisons year over year):
l Revenue(2) of $63.3 billion, up 12%
l Profit Before Taxes(2) of $21.3 billion, up 14%
l Operating Income(2) of $22.0 billion, up 13%
(1) Represents a non-GAAP financial measure. See the Appendix for a definition of this measure and a reconciliation of this measure to its most directly comparable GAAP financial measure.
(2) Revenue and Profit Before Taxes as determined pursuant to the EIP, and Operating Income as determined pursuant to the fiscal 2026 Operating Income goal for the fiscal 2024 PRSUs, in each case as described below.
Stockholder Returns
We maintained our historical practice of paying cash dividends and making share repurchases. We returned $12.7 billion to stockholders in fiscal 2026 consisting of:
l $6.1 billion in share repurchases
l $6.6 billion in cash dividends
As of the end of fiscal 2026, our 1-year and 3-year TSR(1) were 70% and 137%, respectively.
(1) TSR represents cumulative stock price change with dividends reinvested. 1-year and 3-year TSR are measured based on the fiscal year periods ending July 25, 2026.
Say-On-Pay Support and Engaging with Our Stockholders
Our Compensation Committee relies on our regular stockholder outreach and engagement activities, as well as more formal channels to communicate with stockholders, including the opportunity for our stockholders to cast a
non-binding advisory vote regarding executive compensation at Cisco's annual meeting of stockholders. See the "Governance and Board Matters - Corporate Governance - Stockholder Engagement" section above for a discussion of our fiscal 2026 stockholder outreach and engagement. See also the "Governance and Board Matters - Corporate Governance - Board of Directors - Stockholder Communications with the Board" section above.
The Compensation Committee is interested in the ideas and feedback of our stockholders regarding executive compensation. Last year's say-on-pay proposal was approved by approximately 89% of stockholder votes, an increase from approximately 77% the prior year. In response to this vote, we continued our robust engagement with stockholders during fiscal 2026 to consider enhancements to our compensation program. In fiscal 2026, Cisco engaged in outreach with stockholders representing approximately 59% of our outstanding shares at the end of the fiscal year, including 70% of our 30 largest stockholders, on a variety of topics. Cisco also offered to meet with the two largest proxy advisory firms and met with Institutional Shareholder Services. A portion of these engagements included discussions regarding our executive compensation program with the frequent participation of the chair of our Compensation Committee. During these engagements, we received broad support for our current executive compensation program. We believe the current design of and practices in our executive compensation program appropriately align the interests of our stockholders with the realizable pay opportunities of our executives. Based on stockholder input and the Compensation Committee's views on the desired positioning of executive pay, we maintained the same general overall fiscal 2025 design of our executive compensation program and practices for fiscal 2026.
See below for our response to feedback received from stockholders during these engagements.
Feedback Received Cisco's Response
Continued use of multi-year performance goals under the long-term incentive program
Settlement of PRSUs for negative TSR performance
Benchmarking with reference to the peer group median
Establishing performance goals above prior year actual performance levels
Beginning in fiscal 2025, we transitioned from annual performance goals to a multi-year operating goal over a three-year period under our long-term equity incentive program, and continued this practice with our fiscal 2026 long-term incentive program.
We continued to include a cap on our Relative TSR Modifier at target for our fiscal 2026 PRSUs in the event that our absolute TSR during the three-year performance period is negative.
While the Compensation Committee does not tie individual compensation to specific target percentiles, beginning with fiscal 2025 compensation decisions and continuing in fiscal 2026, the Compensation Committee references the peer group median as its primary benchmark.
All financial goals associated with fiscal 2026 and fiscal 2027 incentives have been set at levels above results in the prior year.
In evaluating our compensation practices in fiscal 2026, the Compensation Committee took into account the support our stockholders expressed for Cisco's philosophy and practice of linking compensation to operational objectives and stockholder value creation. In fiscal 2026, the Compensation Committee continued to monitor our executive compensation programs to ensure compensation is aligned with company performance.
As in prior years, we continue to set rigorous incentive compensation goals and align pay delivery with performance and achievement of our strategic objectives. We also continue to put executive compensation to an annual advisory stockholder vote and consider the views of our stockholders. The Compensation Committee will continue to seek out and consider stockholder feedback in the future.
Annual Executive Incentive Plan
Our revenue and profit before taxes under the EIP resulted in a company performance factor ("CPF") of 1.85 for fiscal 2026, up from 1.44 in fiscal 2025, reflecting above target achievement of financial performance goals.
The Compensation Committee set the fiscal 2026 target for revenue 5.0% above fiscal 2025 performance and the fiscal 2026 target for profit before taxes 6.3% above fiscal 2025 performance, in each case as measured under the EIP. These targets were set after various considerations, including: the potential impact of accelerating AI infrastructure spending across our customer markets; the macroeconomic environment including customer spending trends and market dynamics; uncertain trade policy and its potential impact on international operations and supply chain; and the competitive environment in which we operate.
Performance Criteria
Fiscal 2026 Goals ($ billions) Pay for Performance Results Fiscal 2026 Results
Threshold Target Maximum ($ billions)
Revenue
$63.3
(106% of target)
(107% of target)
Profit Before Taxes $21.3
2024-2026 PRSU Plan
The payout under our three-year PRSU plan for fiscal 2024-2026 was 130% of target (versus 138% for fiscal
2023-2025), representing achievement of 108% of our operating income, operating cash flow, and EPS goals and a modifier of 120% for achieving relative TSR at the 87th percentile of the component companies of the S&P 500 Index over the three-year period.
Pay-for-Performance Results for Fiscal 2024 Grant
Operating Income/ Operating Cash
Performance Criteria Performance Metric Flow/EPS(1) Relative TSR(2)
Earned PRSUs = Target PRSUs x Average Financial Goal Multiplier x
Fiscal 2026 120%(3)
Fiscal 2025 115%(3)
Fiscal 2024 90%(4)
120%
Relative TSR Modifier
Three-Year Result 108% 120% PRSUs Earned 130% of Target
(1) This is the Financial Goal Multiplier. Operating income, operating cash flow, and EPS are determined pursuant to the PRSUs as set forth in the CD&A below and in the CD&A for fiscal 2024.
(2) This is the Relative TSR Modifier.
(3) During fiscal 2026 and fiscal 2025, the Compensation Committee used operating income as the operating goal under the PRSU plan instead of operating cash flow and EPS, which were used during fiscal 2024.
(4) During fiscal 2024, the Compensation Committee modified the adjustments used to determine operating cash flow and diluted EPS under the PRSUs to exclude impacts from the acquisition of Splunk, which was completed earlier than initially anticipated, resulting in a Financial Goal Multiplier of 90%, an increase from a Financial Goal Multiplier of 81% without the modification.
Fiscal 2026 CEO Pay
For fiscal 2026, our CEO's target TDC was $36.8 million, a 12% increase over the prior year, delivered entirely in
long-term equity incentives. As is the case with the positioning of target pay for all of our top executive officers, while the Compensation Committee references the peer group median as the primary benchmark for CEO pay, the Compensation Committee also takes into account Cisco's strong performance discussed above, the performance of Mr. Robbins during the year and contributions to Cisco's success, competitive pressures regarding the immediate CEO talent environment, and other relevant considerations.
Compensation Program Structure
Attract and retain key executives with the proper background and experience required to drive our future growth and profitability by offering a total compensation program that flexibly adapts to changing economic, regulatory and social conditions, and takes into consideration the compensation practices of peer companies based on an objective set of criteria.
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.
Provide a significant portion of compensation through variable, performance-based components that are
at-risk and based on Cisco's achievement of designated financial and non-financial objectives.
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.
Our Compensation Practices Benefit our Stockholders
Our executive compensation programs have strong governance components that further strengthen our pay-for-performance compensation philosophy, including the following:
Compensation Practices
Independent Compensation Committee
Independent Compensation Consultant
Our Compensation Committee consists entirely of independent directors.
Our Compensation Committee utilizes an independent compensation consultant, which is retained directly by the Compensation Committee and provides no other services to Cisco's management.
Risk Assessment Our Compensation Committee performs an annual review of the risks related to our compensation programs.
Pay for Performance 62% of target annual TDC for the CEO was performance-based and approximately 52% of target annual TDC for the other named executive officers was performance-based. See the "Compensation Components" section for a discussion of our named executive officers' TDC.
Annual Cash Incentive Payment is based on Cisco's achievement of rigorous pre-established revenue
and profit before taxes goals.
Annual Long-Term Equity Incentive
Caps on Incentive Compensation
Approximately 60% of our CEO's target annual equity award value is in PRSUs and approximately 50% of our other named executive officers' target annual equity award value is in PRSUs. For fiscal 2026 and fiscal 2025 PRSUs, the PRSUs
may be earned based on a pre-established three-year performance goal, namely operating income, modified higher or lower by no more than 20% based on relative TSR performance measured over the same three-year performance period, with earned values paid at the end of the full performance period. The fiscal 2024 PRSUs may be earned based on pre-established annual performance goals, namely operating income, operating cash flow and EPS, modified higher or lower by no more than 20% based on relative TSR performance measured over a three-year period, with earned values paid at the end of the full performance period.
There is a limit on the maximum amount of annual cash incentives and PRSUs that may be paid. For our fiscal 2026 and fiscal 2025 PRSUs, we also cap at target our Relative TSR Modifier in the event that our absolute TSR during the three-year performance period is negative.
No SERP or Pension Plan We do not sponsor a supplemental executive retirement plan or a defined benefit pension plan for our executive officers.
Employment Agreements None of our executive officers have employment, severance, or change in
control agreements.
Stock Ownership Guidelines and Holding Requirement
Recoupment ("Clawback") Policy
We have meaningful stock ownership guidelines for our executive officers and non-employee directors. Additionally, during fiscal 2025, we added a holding requirement, which applies until an executive officer satisfies such
ownership requirement.
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 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.
Compensation Practices
Perquisites We only provide perquisites to the extent approved by the Compensation Committee.
No Single-Trigger Change-in-Control Vesting Acceleration Provisions
No equity awards are subject to single-trigger change in control vesting.
No Repricing Our 2005 Stock Incentive Plan expressly prohibits repricing or repurchasing equity awards that are underwater without stockholder approval.
No Parachute Excise Tax Gross-Ups
We do not provide tax gross-ups in connection with any "golden parachute" excise taxes.
No Hedging Under our insider trading policy, all employees (including officers) and members of the Board are prohibited from engaging in any speculative transactions in Cisco securities, including engaging in short sales, transactions involving put options, call options or other derivative securities, or any other forms of hedging transactions, such as collars or forward sale contracts.
No Pledging Executive officers and members of the Board are prohibited from pledging Cisco securities in margin accounts or as collateral for loans.
No Dividends or Dividend Equivalents Paid or Settled on Unvested Equity Awards
We do not provide for payment of dividends or settlement of dividend equivalents on unvested awards.
Timing of Equity Award Grants We do not coordinate grants of equity awards with disclosures of positive or
negative information.
Compensation decisions and other details are discussed in the remainder of this CD&A.
Compensation Components
The three major elements of our executive officers' regular TDC are: (i) base salary, (ii) variable cash incentive awards, and (iii) long-term, equity-based incentive awards. For fiscal 2026, 62% of target annual TDC for the CEO was performance-based and approximately 52% of the target annual TDC for the other named executive officers was performance-based, reflecting Cisco's pay-for-performance philosophy.
CEO NEOs other than CEO
Amounts may not sum due to rounding.
Fiscal 2026 Compensation
Annual Base Salary
We provide base salaries to our executive officers to compensate them for their services rendered during the year and to provide them with a stable level of fixed compensation that offers a competitive level of salary as compared to our primary competitors for executive talent. Consistent with our philosophy of linking pay to performance, our executives receive a small percentage of their overall compensation in the form of base salary.
The Compensation Committee, when establishing base salaries, considers each executive officer's individual performance, the breadth, scope, and complexity of his or her role, and internal equity, as well as whether his or her base salary is appropriately positioned relative to similarly situated executives in our peer group. Based on the above considerations, as well as, in the case of Mr. Patterson, his promotion to EVP, Chief Financial Officer, effective
July 27, 2025, the fiscal 2026 base salaries for Mr. Patterson, Ms. Stahlkopf, and Mr. Subaiya increased by 13%, 2%, and 3%, respectively. The fiscal 2026 base salary of Mr. Robbins was not increased and has not increased since the beginning of fiscal 2020.
Named Executive Officer | Fiscal 2026 Base Salary | Fiscal 2025 Base Salary |
Charles H. Robbins | $1,390,000 | $1,390,000 |
Mark Patterson(1) | $ 850,000 | $ 750,000 |
Jeetu Patel | $ 900,000 | $ 900,000 |
Dev Stahlkopf(1) | $ 750,000 | $ 732,875 |
Thimaya Subaiya(1) | $ 800,000 | $ 775,000 |
(1) The fiscal 2026 base salary increases as approved by the Compensation Committee were effective in July 2025 for Mr. Patterson and November 2025 for Ms. Stahlkopf and Mr. Subaiya.
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Cisco Systems Inc. published this content on October 29, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on October 29, 2026 at 21:24 UTC.
