DEF 14A

DEF 14A 1 d174342ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )


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CISCO SYSTEMS, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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LOGO

Notice of

2021 Annual Meeting of Stockholders

and Proxy Statement

Date and Time:

December 13, 2021 at 8:00 a.m. Pacific Time

Virtual:

Attend the annual meeting online,

including submitting questions and voting,

at www.virtualshareholdermeeting.com/CSCO2021

LOGO

October 22, 2021

Dear Cisco Stockholder:

You are cordially invited to participate in the Annual Meeting of Stockholders of Cisco Systems, Inc., which will be held online on Monday, December 13, 2021 at 8:00 a.m. Pacific Time. Details of the business to be conducted at the annual meeting are given in the Notice of Annual Meeting of Stockholders and the Proxy Statement. You will find a Proxy Summary starting on the first page of the Proxy Statement.

We are using the Internet as our primary means of furnishing proxy materials to stockholders. Consequently, most stockholders will not receive paper copies of our proxy materials. We will instead send these stockholders a notice with instructions for accessing the proxy materials and voting via the Internet. The notice also provides information on how stockholders may obtain paper copies of our proxy materials if they so choose.

We encourage stockholders to register for online delivery of stockholder materials via the Cisco website at investor.cisco.com. Navigate to “Resources & FAQs” via the menu at the top left-hand corner, and then to “Personal Investing”. Follow the instructions under the heading “Electronic Enrollment” to register and provide your consent for online delivery. Thank you for your support of our efforts to preserve natural resources by reducing mail.

We are pleased to provide stockholders with the opportunity to participate in the annual meeting online via the Internet to facilitate stockholder attendance and provide a consistent experience to all stockholders regardless of location. We will provide a live webcast of the annual meeting at www.virtualshareholdermeeting.com/CSCO2021, where you will also be able to submit questions and vote online.

LOGO

Charles H. Robbins

Chair and Chief Executive Officer

San Jose, California

Your Vote is Important

Whether or not you participate in the annual meeting, it is important that your shares be part of the voting process. See the section entitled “Information about the Meeting — Voting via the Internet, by Telephone or by Mail” on page 72 of the Proxy Statement for detailed information regarding voting instructions.

LOGO

Notice of Annual Meeting of Stockholders


Date		December 13, 2021

Time		8:00 a.m. Pacific Time

Virtual		Attend the annual meeting online, including to vote and submit questions, at www.virtualshareholdermeeting.com/CSCO2021

Record date		October 15, 2021

Items of business		• To elect to Cisco’s Board of Directors the following eleven nominees presented by the Board of Directors: M. Michele Burns, Wesley G. Bush, Michael D. Capellas, Mark Garrett, John D. Harris II, Dr. Kristina M. Johnson, Roderick C. McGeary, Charles H. Robbins, Brenton L. Saunders, Dr. Lisa T. Su, and Marianna Tessel. • To vote on a non-binding advisory resolution to approve executive compensation. • To ratify the appointment of PricewaterhouseCoopers LLP as Cisco’s independent registered public accounting firm for the fiscal year ending July 30, 2022. • To vote upon a proposal submitted by a stockholder, if properly presented at the annual meeting. • To act upon such other matters as may properly come before the annual meeting or any adjournments or postponements thereof.

Proxy voting		Whether or not you plan to participate in the annual meeting, please vote as soon as possible. Please refer to the section entitled “Information about the Meeting — Voting via the Internet, by Telephone or by Mail” on page 72 of the Proxy Statement for a description of how to vote in advance of the meeting.

By Order of the Board of Directors

LOGO

Evan Sloves

Secretary

San Jose, California

October 22, 2021

LOGO

Proxy Statement for 2021 Annual Meeting of Stockholders



Proxy Summary		1


Corporate Governance		4
Corporate Governance Policies and Practices		4
Board Leadership Structure		5
Board Performance Evaluation Process		6
Board Refreshment		6
Stockholder Engagement		7
Corporate Social Responsibility		7
Public Policy Engagements		8
Stockholder Communications with the Board of Directors		8


Board of Directors		9
Proposal No. 1 — Election of Directors		9
Business Experience and Qualifications of Nominees		9
Director Qualifications, Skills and Attributes		13
Independent Directors		14
The Role of the Board of Directors in Strategy		15
The Role of the Board of Directors in Risk Oversight		15
Board Meetings and Committees		16
Director Compensation		19


Compensation Committee Matters		23
Proposal No. 2 — Advisory Vote to Approve Executive Compensation		23
Compensation Discussion and Analysis		25
Introduction		25
Executive Summary		25
Compensation Philosophy		28
Compensation Components		28
Fiscal 2021 Compensation		28
Fiscal 2022 Compensation Approach		41
Executive Compensation Governance Components		42
Compensation Process		43
Compensation Committee Report		46
Compensation Committee Interlocks and Insider Participation		46


Fiscal 2021 Compensation Tables		47
Summary Compensation Table		47
Grants of Plan-Based Awards — Fiscal 2021		51
Outstanding Equity Awards At 2021 Fiscal Year-End		53
Option Exercises and Stock Vested — Fiscal 2021		55
Nonqualified Deferred Compensation — Fiscal 2021		56
Potential Payments upon Termination or Change in Control		58
Potential Payments — Accelerated Equity Awards		59
CEO Pay Ratio		60
Ownership of Securities		61
Equity Compensation Plan Information		63


Audit Committee Matters		64
Proposal No. 3 — Ratification of Independent Registered Public Accounting Firm		64
Audit Committee Report		66
Form 10-K		66
Certain Relationships and Transactions with Related Persons		67


Stockholder Proposal		68
Proposal No. 4 — Stockholder Proposal		68


Information about the Meeting		71
General Information		71
Participating in the Meeting		71
Voting Rights		71
Voting via the Internet, by Telephone or by Mail		72
Revocation of Proxies		72
Proxy Solicitation and Costs		73
Internet Availability of Proxy Materials		73
Stockholders Sharing the Same Address		73
Stockholder Proposals and Nominations for 2022 Annual Meeting of Stockholders		74
Other Matters		75

PROXY SUMMARY

These 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 13, 2021, and at any adjournments or postponements of the annual meeting. These proxy materials were first sent on or about October 25, 2021 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 of 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 herein is provided for reference only and is not incorporated by reference into this Proxy Statement.

Participating in the Annual Meeting

Date and Time

Place

Record Date

Monday, December 13, 2021

8:00 a.m. Pacific Time

Attend the annual meeting online at www.virtualshareholdermeeting.com/CSCO2021 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.

October 15, 2021

Question and Answer Session

Voting

Technical Difficulties

Submit questions before the annual meeting at www.proxyvote.com after logging in with your Control Number or you can submit questions during the meeting.

Vote online before the annual meeting at www.proxyvote.com or attend the meeting virtually and follow the instructions on the website. For additional information regarding voting, see the section entitled “Information about the Meeting — Voting via the Internet, by Telephone or by Mail” on page 72 of the Proxy Statement.

If you have difficulty accessing the annual meeting, please call:

1-844-986-0822 (U.S.) or

303-562-9302 (international)

Annual Meeting Proposals


Proposal	Recommendation of the Board	Page

1 — Election of Directors	FOR each of the nominees		9

2 — Advisory Vote to Approve Executive Compensation	FOR		23

3 — Ratification of Independent Registered Public Accounting Firm	FOR		64

4 — Stockholder Proposal	AGAINST		68

Business Overview

Cisco designs and sells a broad range of technologies that power the Internet. We are integrating our platforms across networking, security, collaboration, applications and the cloud. These platforms are designed to help our customers manage more users, devices and things connecting to their networks. This will enable us to provide customers with a highly secure, intelligent platform for their digital business.

As our customers add billions of new connections to their enterprises, and as more applications move to a multicloud environment, the network becomes even more critical. Our customers are navigating change at an unprecedented pace and our mission is to shape the future of the Internet by inspiring new possibilities for them by helping transform their infrastructure, expand applications and analytics, address their security needs, and empower their teams. We believe that our customers are looking for outcomes that are data-driven and provide meaningful business value through automation, security, and analytics across private, hybrid, and multicloud environments.

Corporate Governance Highlights

Cisco’s Board is composed of skilled and diverse directors and has established robust corporate governance practices and policies. 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 filled by Mr. Capellas. See the “Corporate Governance” section in the Proxy Statement for more information, including:

•

Our corporate governance policies and practices and where you can find key information regarding our corporate governance initiatives;

•

Our balanced Board leadership structure and qualifications, including a Lead Independent Director, with currently over 90% of the members being independent; and

•

Our stockholder engagement during fiscal 2021, during which we engaged with stockholders representing approximately 27% of our outstanding shares, including 65% of our top 30 stockholders on a variety of topics, including our business and long-term strategy, corporate governance and risk management practices, board leadership and refreshment, diversity, corporate social responsibility initiatives (including environmental, social, and governance (“ESG”) matters), our executive compensation program, and other matters of stockholder interest.

Corporate Social Responsibility Highlights

Cisco’s purpose is to “Power an Inclusive Future for All” and our corporate social responsibility initiatives are organized into several areas that are aligned across ESG topics, which include technology that helps securely power the world’s connectivity (Power), to driving fairness, inclusion, and equitable opportunity (Inclusive), and helping to ensure a sustainable and regenerative planet (Future).

Our Purpose: Power an Inclusive Future for All

Power

Inclusive

Future

Deliver tech that securely and responsibly powers the world’s connectivity, delivers one of the best experiences, and helps support human rights.

Act boldly and deliberately to help drive fairness, inclusion and equitable access to opportunity.

Help ensure a sustainable and regenerative future for our planet.

•

Power: At Cisco, we hold ourselves to the highest standards of business conduct. This requires applying leading security and privacy practices and global principles of human rights to the design, sourcing, manufacturing, and sale of our solutions; and working to integrate a human rights perspective across Cisco’s global business. Cisco earns trust by striving to operate with transparency, fairness, accountability, and integrity in every aspect of our business. The COVID-19 pandemic has intensified the importance of all these issues. Digital, cloud-first, and remote/hybrid work are now the default for many organizations, and advanced networks are essential for business resiliency and reliability.

•

Inclusive: We power inclusivity through our “Conscious Culture” and social impact initiatives. Our “Conscious Culture” informs all aspects of the Cisco employee experience — from how we support employees across the full spectrum of diversity to how we engage teams and give back to communities. Our “Conscious Culture” is a set of expectations, principles, and measures that we believe best define Cisco’s values, beliefs, and ethos. Our values and expectations are laid out in our Code of Business Conduct. Every employee must certify compliance with the code each year to help ensure integrity in the workplace, the ethical use of data and resources, and to help prevent conflicts of interest. Living a “Conscious Culture” requires us to act with dignity, respect, fairness, and equity in each of our interactions with one another, building a culture that allows us to become a catalyst for social change.

•

Future: Environmental sustainability is foundational to creating a more inclusive world. Since 2006, Cisco has been driving meaningful change by reducing emissions associated with our operations, product use and supply chain. For example, in September 2021, we announced our commitments to be net zero across all scopes of greenhouse gas (“GHG”) emissions by 2040, which includes our product use, operations, and supply chain, and net zero across all global Scope 1 and Scope 2 GHG emissions by 2025. We are also helping to ensure sustainable use of resources by continuing to apply circular economy principles to the entire lifecycle of our products, and by being responsible stewards of the natural resources we all share, like water and air.

See the “Corporate Social Responsibility” section for discussion about our governance and our efforts in these important areas.

Executive Compensation Highlights

Our pay practices align with our pay-for-performance philosophy and underscore our commitment to sound compensation and governance practices. Further, given the importance of ESG matters to Cisco’s strategy, we considered each executive’s progress towards Cisco’s ESG-related initiatives, including the promotion of inclusion, diversity, equal opportunity, social justice, and health and safety in the individual performance factor portion of the Cisco Systems, Inc. Executive Incentive Plan (“EIP”) for fiscal 2021.



Our executive compensation program rewards performance		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

We apply leading executive compensation practices		Independent compensation committee
		Independent compensation consultant
		Comprehensive annual compensation program risk assessment
		Caps on incentive compensation
		Promotion of ESG initiatives considered in the variable cash incentive program
		No pandemic-related adjustments to incentive programs
		None of our executive officers have employment, severance or change in control agreements
		Stock ownership guidelines
		Recoupment/Clawback policy
		Limited perquisites
		No single-trigger vesting of equity award grants
		No stock option repricing or cash-out of underwater equity awards
		No supplemental executive retirement plan or executive defined benefit pension plan
		No golden parachute tax gross-ups
		Broad anti-pledging and anti-hedging policies

CORPORATE GOVERNANCE

Corporate Governance Policies and Practices

Cisco is committed to stockholder-friendly corporate governance and the Board of Directors has adopted clear corporate policies that promote excellence in corporate governance. We have adopted policies 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, the listing requirements of Nasdaq, and applicable corporate governance requirements. Key corporate governance policies and practices include:

•

The Board has held annual elections of directors since Cisco’s initial public offering;

•

The Board has adopted majority voting for uncontested elections of directors;

•

A majority of the Board is independent of Cisco and its management;

•

The Board has a robust Lead Independent Director role with broad authority and responsibility;

•

The independent members of the Board meet regularly without the presence of management;

•

Stockholders may recommend a director nominee to Cisco’s Nomination and Governance Committee;

•

Stockholders that meet eligibility requirements may submit director candidates for election in Cisco’s proxy statement through its proxy access bylaw provision;

•

Stockholders have the right to take action by written consent;

•

Stockholders owning 10% of the outstanding shares of Cisco’s common stock have the right to call a special meeting;

•

No poison pill;

•

All members of the key committees of the Board — the Audit Committee, the Compensation and Management Development Committee (the “Compensation Committee”), and the Nomination and Governance Committee — are independent;

•

The charters of each of the committees of the Board clearly establish the committees’ respective roles and responsibilities;

•

Cisco has a clear Code of Business Conduct (“COBC”) that is monitored by Cisco’s ethics office and is annually affirmed by its employees;

•

Cisco’s ethics office has a hotline available to all employees, and Cisco’s Audit Committee has procedures in place for the anonymous submission of employee complaints on accounting, internal accounting controls, or auditing matters;

•

Cisco has adopted a code of ethics that applies to its principal executive officer and all members of its finance department, including the principal financial officer and principal accounting officer;

•

Cisco’s internal audit function maintains critical oversight over the key areas of its business and financial processes and controls, and reports directly to Cisco’s Audit Committee;

•

Cisco has adopted a compensation recoupment policy that applies to its executive officers; and

•

Cisco has stock ownership guidelines for its non-employee directors and executive officers.

Key information regarding Cisco’s corporate governance initiatives can be found in the Corporate Governance section of our Investor Relations website at investor.cisco.com, which also includes Cisco’s corporate governance policies, Cisco’s COBC and the charter for each committee of the Board.

Board Leadership Structure

Board Independence

Our Board believes strongly in the value of an independent board of directors. Other than Mr. Robbins, our Chief Executive Officer (“CEO”), all members of our Board are independent. Independent board members have consistently comprised over 75% of the members of Cisco’s Board. Additionally, all members of the key board committees — the Audit Committee, the Compensation Committee, and the Nomination and Governance Committee — are independent. Cisco has established a Lead Independent Director role with broad authority and responsibility, as described further below. The independent members of the Board also meet regularly during executive sessions of the Board without management present, and the Lead Independent Director chairs those sessions. Mr. Capellas currently serves as Lead Independent Director, and Mr. Robbins currently serves as Cisco’s Board Chair and CEO.

Board Chair

The Board believes that it should maintain flexibility to determine Cisco’s 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 that our current leadership structure, which includes a strong Lead Independent Director, provides appropriate balance and currently is in the best interest of Cisco and its stockholders. The broad authority and oversight given to the Lead Independent Director role helps ensure a strong independent and active Board. Additionally, 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 in the Lead Independent Director position is one year, and the Lead Independent Director has the following responsibilities:

•

authority to call meetings of the independent directors;

•

presiding at all meetings of the Board at which the Chair is not present, including executive sessions of the independent directors (during which Cisco’s strategy is reviewed and other topics are discussed);

•

serving as principal liaison between the independent directors and the Chair and CEO;

•

communicating from time to time with the Chair and CEO and disseminating information to the rest of the Board as appropriate;

•

providing leadership to the Board if circumstances arise in which the role of the Chair may be, or may be perceived to be, in conflict;

•

reviewing and approving agendas, 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);

•

being available, as appropriate, for consultation and direct communication with major stockholders;

•

presiding over the annual performance evaluation of the Board, including the performance evaluation of each Board committee and individual Board members; and

•

facilitating the Board’s performance evaluation of the CEO in conjunction with the Compensation Committee.

Mr. Capellas currently serves as our Lead Independent Director. 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 both the Finance and Acquisition Committees, and believes that 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 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. The Nomination and Governance Committee oversees this annual process, which is led by the Lead Independent Director. As part of this process, the Lead Independent Director, along with outside counsel, conducts one-on-one discussions with each Board member and certain members of management to obtain their assessment of the effectiveness and performance of the Board, its committees, and individual Board members. A summary of the results of this process is presented to the Nomination and Governance Committee identifying any themes or issues that have emerged. The results are then reported to the full Board, which considers the results and ways in which Board processes and effectiveness may be enhanced.

Board Refreshment

Cisco regularly evaluates 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. During fiscal 2021, the Board appointed John D. Harris II and Marianna Tessel as members upon the recommendation of the Nomination and Governance Committee. For more information on the skills and experience of Mr. Harris and Ms. Tessel, see “Board of Directors — Proposal No. 1 — Election of Directors”.

As part of its consideration of director succession, the Nomination and Governance Committee from time to time reviews 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. Additionally, due to the global and complex nature of our business, the Board believes it is important that the Board 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 policy provides that the Board will take into consideration the age of any current or prospective Board member whose age would be 72 or older when elected, re-elected or appointed to the Board and, before nominating or appointing such Board member, the Board will make an affirmative determination that it is in the best interests of Cisco and its stockholders for that individual to serve on the Board. The average tenure of the director nominees is approximately 6.9 years.

LOGO

The Nomination and Governance Committee and the Board will regularly evaluate the key qualifications, skills and attributes required in order to effectively refresh the Board with engaged and dynamic leaders with a proven business track record who will bring fresh perspectives to the Board while maintaining the productive working dynamics and collegiality of the Board. The graph below summarizes key qualifications, skills and attributes that the Board believes are most relevant to the decision to nominate candidates to serve on the Board and the prevalence of those characteristics on Cisco’s current Board. For more detailed information on the qualifications, skills and attributes of our Board nominees, see the “Board of Directors — Proposal No. 1 — Election of Directors — Director Qualifications, Skills and Attributes” section in this Proxy Statement.

LOGO

See the “Board of Directors — Proposal No. 1 — Election of Directors — Board Meetings and Committees — Nomination and Governance Committee” section in this Proxy Statement for more information on the process and procedures related to the Board nomination process.

Stockholder Engagement

At Cisco, we recognize the importance of regular and transparent communication with our stockholders. Each year, we continually engage with a significant portion of stockholders that include our top institutional investors. In fiscal 2021, Cisco engaged in outreach with investors representing over 38% of shares outstanding, and of those investors, our Chair and CEO, Secretary, and Investor Relations team held meetings, conference calls and/or corresponded with investors representing approximately 27% of our outstanding shares, including 65% of our top 30 stockholders. We engaged with these stockholders on a variety of topics, including our business and long-term strategy, corporate governance and risk management practices, board leadership and refreshment, diversity, corporate social responsibility initiatives (including ESG matters), our executive compensation program, and other matters of stockholder interest.

Corporate Social Responsibility

Technology has the potential to create opportunities — or deepen inequalities. Cisco believes that technology, when thoughtfully and strategically applied, can help address inequities; bring positive, lasting change to people’s lives and communities; and benefit the planet. Our Corporate Social Responsibility (“CSR”) reporting describes our commitments, goals, progress, and impact for ESG topics that are significant to Cisco and our stakeholders. Today, our commitment to CSR starts at the top with our Board and senior leadership and is embedded throughout the organization. Our CSR governance structure is designed this way to help ensure we prioritize the right issues as a company, and that we stay on track with our commitments.

Corporate Affairs, as part of Cisco’s People and Communities organization, leads our social investment programs and champions our commitment to CSR performance and transparency. This team engages with internal and external stakeholders and leads ESG assessment and reporting activities, which are aligned with standards set by the Global Reporting Initiative (“GRI”). Additionally, to improve ease of use and comparability with peers, Cisco plans to index our 2021 Purpose Report against frameworks from GRI, the Value Reporting Foundation (SASB Standards), the Task Force on Climate-Related Financial Disclosures (TCFD), and the United Nations’ Sustainable Development Goals, where applicable.

The Nomination and Governance Committee of the Board oversees Cisco’s policies and programs concerning CSR, including ESG matters. The Compensation Committee of the Board oversees the development and implementation of the Cisco’s practices, strategies, and policies used for recruiting, managing, and developing employees (i.e., human capital management). These practices, strategies, and policies focus on diversity and inclusion, workplace environment and safety, and corporate culture. In addition, the full Board receives updates on Cisco’s overall CSR strategy, including ESG matters, from management.

Each year, we report progress toward Cisco’s enterprise goals in our annual Purpose Report (formerly known as our CSR Impact Report). For example, in 2006, Cisco set its first GHG emissions reduction goal. Since then, we have continued to set other goals to engage employees, reduce environmental impacts in our supply chain, and benefit communities. For more information on how Cisco is working to Power an Inclusive Future for All and to review our current progress and future goals, see our ESG Reporting Hub and previous CSR Impact Reports at https://csr.cisco.com. Our 2021 Purpose Report is expected to be published in December 2021. Our CSR website, ESG Reporting Hub and related reports are not incorporated by reference into this proxy statement.

Public Policy Engagements

Information about Cisco’s public policy engagement approach, including its policy priorities, the limitations it imposes on itself relating to public policy-related activities, and the manner in which it discloses its public policy efforts (including its annual payments to trade associations and political action committee contributions), is disclosed on Cisco’s public website at https://www.cisco.com/c/en/us/about/government-affairs.html. In part as a result of proactive engagement with its stockholders, Cisco regularly reviews and updates this web page.

Stockholder Communications with the Board of Directors

Stockholders may communicate with Cisco’s Board of Directors 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 Cisco’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.

BOARD OF DIRECTORS

Proposal No. 1 — Election of Directors

The names of persons who are nominees for director and their current positions and offices with Cisco are set forth in the table below. The proxy holders intend to vote all proxies received by them for the nominees listed below unless otherwise instructed. Each of the current directors has been nominated for election by the Board of Directors upon recommendation by the Nomination and Governance Committee and has decided to stand for election. The authorized number of directors is eleven.

The Board of Directors appointed John D. Harris II and Marianna Tessel to the Board in January 2021 and March 2021, respectively, upon the recommendation of the Nomination and Governance Committee. Mr. Harris was brought to the attention of the Nomination and Governance Committee as a potential candidate by one of Cisco’s independent, non-management directors and utilizing a third-party search firm. Ms. Tessel was brought to the attention of the Nomination and Governance Committee as a potential candidate by a third-party search firm.


Director Nominees	Positions and Offices Held with Cisco	Age	Director Since	Other Public Company Boards
M. Michele Burns	Director	63	2003	3
Wesley G. Bush	Director	60	2019	2
Michael D. Capellas	Lead Independent Director	67	2006	3
Mark Garrett	Director	63	2018	4*
John D. Harris II	Director	60	2021	2**
Dr. Kristina M. Johnson	Director	64	2012	—
Roderick C. McGeary	Director	71	2003	2
Charles H. Robbins	Chair and CEO	55	2015	1
Brenton L. Saunders	Director	51	2017	2
Dr. Lisa T. Su	Director	51	2020	1
Marianna Tessel	Director	53	2021	—

*	Mr. Garrett intends to step down from the board of directors of Pure Storage, Inc. by the end of calendar year 2021.

**	Mr. Harris will be appointed to the board of directors of Kyndryl Holdings, Inc., which is expected to occur by the end of calendar 2021.

Business Experience and Qualifications of Nominees

Ms. Burns, 63, has been a member of the Board of Directors since November 2003. She has served on the Advisory Board of the Center on Longevity at Stanford University since October 2019 and previously served as the Center Fellow and Strategic Advisor from August 2012 to October 2019. She served as the Chief Executive Officer of the Retirement Policy Center sponsored by Marsh & McLennan Companies, Inc. (“Marsh”) from October 2011 to February 2014. From September 2006 to October 2011, Ms. Burns served as Chair and Chief Executive Officer of Mercer LLC (“Mercer”), a global leader for human resources and related financial advice and services. She assumed that role after joining Marsh in March 2006 as Chief Financial Officer. From May 2004 to January 2006, Ms. Burns served as Chief Financial Officer and Chief Restructuring Officer of Mirant Corporation (“Mirant”), where she successfully helped Mirant restructure and emerge from bankruptcy. In 1999, Ms. Burns joined Delta Air Lines, Inc. assuming the role of Chief Financial Officer in 2000 and holding that position through April 2004. She began her career in 1981 at Arthur Andersen LLP and became a partner in 1991. Ms. Burns also currently serves on the boards of directors of Anheuser-Busch InBev SA/NV, Etsy, Inc. and The Goldman Sachs Group, Inc. She previously served as a director of Alexion Pharmaceuticals, Inc., ending in 2018.

Ms. Burns provides to the Board of Directors expertise in corporate finance, accounting and strategy, including experience gained as the chief financial officer of three public companies. Through her experience gained as chief executive officer of Mercer, she brings expertise in global and operational management, including a background in organizational leadership and human resources. Ms. Burns also has experience serving as a public company outside director.

Mr. Bush, 60, has been a member of the Board of Directors since May 2019. He served as Chief Executive Officer of Northrop Grumman Corporation (“Northrop Grumman”) from January 2010 through December 2018 and served on its board from September 2009 to July 2019 and in the role of chair from July 2011 to July 2019. Prior to January 2010, he served in various leadership roles, including as Northrop Grumman’s President and Chief Operating Officer, Corporate Vice President and Chief Financial Officer, and President of its Space Technology sector. Mr. Bush also served in various leadership roles at TRW Inc. prior to its acquisition by Northrop Grumman in 2002. Mr. Bush is a member of the National Academy of Engineering. Mr. Bush also currently serves on the board of directors of Dow Inc. and General Motors Corporation. He previously served as a director of Norfolk Southern Corporation and Northrop Grumman, each ending in 2019.

Mr. Bush brings to the Board of Directors his extensive international business experience, including over 35 years in the aerospace and defense industry. In addition, he brings extensive financial, sales and marketing, strategic and operational experience. Mr. Bush also has experience serving as a public company outside director.

Mr. Capellas, 67, has been a member of the Board of Directors since January 2006. He has served as founder and Chief Executive Officer of Capellas Strategic Partners since November 2012. He served as Chair of the Board of VCE Company, LLC (“VCE”) from January 2011 until November 2012 and as Chief Executive Officer of VCE from May 2010 to September 2011. Mr. Capellas was the Chair and Chief Executive Officer of First Data Corporation from September 2007 to March 2010. From November 2002 to January 2006, he served as Chief Executive Officer of MCI, Inc. (“MCI”), previously WorldCom. From November 2002 to March 2004, he was also Chair of the Board of WorldCom, and he continued to serve as a member of the board of directors of MCI until January 2006. Mr. Capellas left MCI as planned in early January 2006 upon its acquisition by Verizon Communications Inc. Previously, Mr. Capellas was President of Hewlett-Packard Company (“Hewlett-Packard”) from May 2002 to November 2002. Before the merger of Hewlett-Packard and Compaq Computer Corporation (“Compaq”) in May 2002, Mr. Capellas was President and Chief Executive Officer of Compaq, a position he had held since July 1999, and Chair of the Board of Compaq, a position he had held since September 2000. Mr. Capellas held earlier positions as Chief Information Officer and Chief Operating Officer of Compaq. Mr. Capellas also currently serves as the chair of the board of directors of Flex Ltd. and on the board of directors of Elliott Opportunity II Corp. and The Beauty Health Company. He previously served as lead independent director of MuleSoft, Inc., ending in 2018.

Mr. Capellas brings to the Board of Directors 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. Garrett, 63, has been a member of the Board of Directors since April 2018. 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 throughout its acquisition by EMC in December 2003. Mr. Garrett also currently serves on the boards of directors of GoDaddy Inc., NightDragon Acquisition Corp., Pure Storage, Inc. and Snowflake Inc. Mr. Garrett intends to step down from the board of directors of Pure Storage, Inc. by the end of calendar year 2021.

Mr. Garrett brings to the Board of Directors 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.

Mr. Harris, 60, has been a member of the Board of Directors since January 2021. Mr. Harris served as Vice President of Business Development for Raytheon Company (“Raytheon”) and Chief Executive Officer of Raytheon International, Inc. from September 2013 to April 2020. Mr. Harris joined Raytheon in 1983 and throughout his career at Raytheon, he held various leadership positions, including serving as General Manager of Raytheon’s Intelligence, Information and Services business, President of Raytheon Technical Services Company, Vice President of Operations and Contracts for Raytheon’s former Electronic Systems business, Vice President of Contracts for Raytheon’s government and defense businesses, and Vice President of Contracts and Supply Chain for Raytheon Company. In 2010, Mr. Harris was honored with the prestigious Black Engineer of the Year Award. Mr. Harris also currently serves on the board of directors of Flex Ltd. and will be appointed to the board of directors of Kyndryl Holdings, Inc., which is expected to occur by the end of calendar 2021.

Mr. Harris brings to the Board of Directors extensive history of leadership in sales and marketing, supply chain, international business and government relations operations functions, including expertise in both technology and manufacturing industries.

Dr. Johnson, 64, has been a member of the Board of Directors since August 2012. Dr. Johnson has served as the President of The Ohio State University since September 2020. Previously Dr. Johnson served as the chancellor of the State University of New York from September 2017 to August 2020. From January 2014 to September 2017, Dr. Johnson served as the Chief Executive Officer of Cube Hydro Partners, LLC, a clean energy company, and a joint venture between Enduring Hydro, a company she founded in January 2011 and I Squared Capital, a private equity firm. From May 2009 to October 2010, Dr. Johnson served as Under Secretary of Energy at the U.S. Department of Energy. Prior to this, Dr. Johnson was Provost and Senior Vice President for Academic Affairs at The Johns Hopkins University from 2007 to 2009 and Dean of the Pratt School of Engineering at Duke University from 1999 to 2007. Previously, she served as a professor in the Electrical and Computer Engineering Department, University of Colorado and as director of the National Science Foundation Engineering Research Center for Optoelectronics Computing Systems at the University of Colorado, Boulder. She holds 119 U.S. and international patents and has received the John Fritz Medal, widely considered the highest award given in the engineering profession. Dr. Johnson was inducted into the National Inventors Hall of Fame in 2015 and she is also a member of the National Academy of Engineering. She previously served as a director of Boston Scientific Corporation, ending in 2017 and The AES Corporation, ending in 2019.

Dr. Johnson brings to the Board of Directors 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 technology companies.

Mr. McGeary, 71, has been a member of the Board of Directors since July 2003. He served as Chair of Tegile Systems, Inc. from June 2010 to June 2012. From November 2004 to December 2009, he served as Chair of the Board of BearingPoint, Inc.(“BearingPoint”) and also was interim Chief Executive Officer of BearingPoint from November 2004 to March 2005. Mr. McGeary served as Chief Executive Officer of Brience, Inc. from July 2000 to July 2002. From April 2000 to June 2000, he served as a Managing Director of KPMG Consulting LLC, a wholly owned subsidiary of BearingPoint (formerly KPMG Consulting, Inc.). From August 1999 to April 2000, he served as Co-President and Co-Chief Executive Officer of BearingPoint. From January 1997 to August 1999, he was employed by KPMG LLP (“KPMG”) as its Co-Vice Chair of Consulting. Prior to 1997, he served in several capacities with KPMG, including audit partner for technology clients. Mr. McGeary is a Certified Public Accountant and holds a B.S. degree in Accounting from Lehigh University. Mr. McGeary also currently serves on the boards of directors of PACCAR Inc. and Raymond James Financial, Inc.

Mr. McGeary brings to the Board of Directors a combination of executive experience in management and technology consulting. He also has expertise in leading talented teams as well as skills in finance, accounting and auditing with technology industry experience.

Mr. Robbins, 55, has served as Chief Executive Officer since July 2015, as a member of the Board of Directors 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. Mr. Robbins also currently serves on the board of directors of BlackRock, Inc.

Mr. Robbins brings to the Board of Directors 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.

Mr. Saunders, 51, has been a member of the Board of Directors since March 2017. Mr. Saunders has served as Executive Chair of The Beauty Health Company since May 2021. Previously, he served as President, Chief Executive Officer and Chair of the Board of Directors of Vesper Healthcare Acquisition Corp. (“Vesper”) from July 2020 to May 2021 when Vesper completed a business combination with The HydraFacial Company and the resulting company was renamed The Beauty Health Company. Previously he served as CEO and President of Allergan plc (“Allergan”) from July 2014 to May 2020 when Allergan was acquired by AbbVie, Inc. He was a board member of Allergan from July 2014 to May 2020 and served as its Chair from October 2016 to May 2020. He previously served as Chief Executive Officer and President of Forest Laboratories, Inc. (“Forest”) from October 2013 until July 2014 and had served as a board member of Forest beginning in 2011. In addition, Mr. Saunders served as Chief Executive Officer of Bausch + Lomb Incorporated, a leading global eye health company, from March 2010 until August 2013. From 2003 to 2010, Mr. Saunders also held a number of leadership positions at Schering-Plough Corporation (“Schering-Plough”), including the position of President of Global Consumer Health Care and was named head of integration for Schering-Plough’s merger with Merck & Co. and for its acquisition of Organon BioSciences. Before joining Schering-Plough, Mr. Saunders was a Partner and Head of Compliance Business Advisory Group at PricewaterhouseCoopers LLP from 2000 to 2003. Prior to that, he was Chief Risk Officer at Coventry Health Care, Inc. and Senior Vice President, Compliance, Legal and Regulatory at Home Care Corporation of America. Mr. Saunders began his career as Chief Compliance Officer for the Thomas Jefferson University Health System. Mr. Saunders also currently serves on the board of directors of BridgeBio Pharma, Inc.

Mr. Saunders brings to the Board of Directors his extensive leadership experience, including his role as chief executive officer of two global healthcare companies, as well as his financial, strategic and operational experience. He is a natural innovator and leader with a deep understanding of business transformation.

Dr. Su, 51, has been a member of the Board of Directors since January 2020. Dr. Su joined Advanced Micro Devices, Inc. (“AMD”) in 2012 and has held the position of President and Chief Executive Officer since October 2014. She also serves on AMD’s Board of Directors. Previously, Dr. Su served as Senior Vice President and General Manager, Networking and Multimedia at Freescale Semiconductor, Inc. (“Freescale”), and was responsible for global strategy, marketing and engineering for the company’s embedded communications and applications processor business. Dr. Su joined Freescale in 2007 as Chief Technology Officer, where she led the company’s technology roadmap and research and development efforts. Dr. Su spent the previous 13 years at International Business Machines Corporation (“IBM”) in various engineering and business leadership positions, including Vice President of the Semiconductor Research and Development Center responsible for the strategic direction of IBM’s silicon technologies, joint development alliances and semiconductor R&D operations. Prior to IBM, she was a member of the technical staff at Texas Instruments Incorporated from 1994 to 1995. Dr. Su has a Bachelor of Science, Master of Science and Doctorate degrees in Electrical Engineering from the Massachusetts Institute of Technology (MIT). Dr. Su previously served as a director of Analog Devices, Inc., ending in 2020.

Dr. Su brings to the Board of Directors her extensive business leadership experience, including her role as president and chief executive officer of a global semiconductor company, as well as her technology and semiconductor expertise. Dr. Su also provides expertise in global strategy, marketing and engineering, and has experience serving as a public company outside director.

Ms. Tessel, 53, has been a member of the Board of Directors since March 2021. Ms. Tessel has served as Executive Vice President and Chief Technology Officer of Intuit Inc. (“Intuit”), a financial software company, since January 2019. From June 2017 to December 2018, she served as Chief Product Development officer of Intuit’s Small Business & Self-Employed Group. Prior to joining Intuit, Ms. Tessel served as Senior Vice President of Engineering and Executive Vice President of Strategic Development for Docker Inc., a software containerization platform. She also previously served as Vice President of Engineering with VMware Inc.

Ms. Tessel brings to the Board of Directors her deep expertise in enterprise software and a track record delivering software solutions that solve challenges for businesses. She is also a transformational leader in the software technology industry with a strong engineering background.

Director Qualifications, Skills and Attributes

The below summarizes key qualifications, skills and attributes most relevant to the decision to nominate the candidates to serve on the Board. A checkmark indicates a specific area of focus or experience on which the Board relies most. The lack of a checkmark does not mean the director nominee does not possess that qualification or skill. Each director nominee biography above describes each nominee’s qualifications and relevant experience in more detail.

M. Michele Burns

Wesley G. Bush

Michael D.
Capellas

Mark Garrett

John D. Harris II

Dr. Kristina
M. Johnson

Roderick C.
McGeary

Charles H.
Robbins

Brenton L.
Saunders

Dr. Lisa T. Su

Marianna
Tessel

Leadership

Technology

Financial Experience

Global Business

Sales and Marketing

Academia

Public Company Board Experience

Gender Diversity

Woman

Man

Woman

Man

Woman

Race/Ethnicity Diversity

White

•Black or
African
American

•Native
American

White

Asian

White

Board Diversity

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



Board Diversity Matrix (As of October 15, 2021)
Total Number of Directors	11
	Woman	Man	Non-Binary	Did Not Disclose Gender
Gender Identity
Directors	4	7	—	—
Number of Directors who identify in any of the categories below
African American or Black	—	1	—	—
Alaskan Native or Native American	—	1	—	—
Asian	1	—	—	—
Hispanic or Latinx	—	—	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	3	6	—	—
Two or More Races or Ethnicities	—	1*	—	—
LGBTQ+	2
Did Not Disclose Demographic Background	—

*	African American or Black, and Alaskan Native or Native American

Independent Directors

Upon recommendation of the Nomination and Governance Committee, the Board of Directors has affirmatively determined that each member of the Board of Directors other than Mr. Robbins is independent under the criteria established by Nasdaq for director independence. All members of each of Cisco’s Audit, Compensation and Management Development, and Nomination and Governance committees are independent directors. In addition, upon recommendation of the Nomination and Governance Committee, the Board of Directors 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 that the director is not an employee of Cisco. Mr. Robbins is not deemed 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 of Directors, 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 of Directors was made in the context of the objective standards referenced above. In making its independence determinations, the Board of Directors generally considers commercial, financial services, charitable, and other transactions and other relationships between Cisco and each director or 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 of Directors 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 of Directors 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 of Directors determined that none of these relationships would interfere with the exercise of independent judgment by the director in carrying out their responsibilities as a director.

The following is a description of the relationships in which a director serves as an outside board member of other companies and in which payments by Cisco exceeded 1% of the recipient’s annual revenues:

•

Mr. Capellas and Mr. Harris are members of the board of directors of Flex Ltd. Cisco has ordinary course commercial relationships with Flex Ltd., including design, manufacturing and after-market services. Payments by Cisco to Flex Ltd. exceeded 1% of the annual revenues of Flex Ltd. in each of Cisco’s past three fiscal years.

•

Mr. Garrett is a member of the board of directors of Snowflake Inc. Cisco has purchased cloud data warehouse platform services from Snowflake Inc. Payments by Cisco to Snowflake Inc. exceeded 1% of the annual revenues of Snowflake in Cisco’s fiscal 2020.

The Role of the Board of Directors 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 company provide detailed business and strategy updates to the Board. During these reviews, the Board engages with the executive leadership team and other business leaders regarding various topics, including business strategy and initiatives, capital allocation, portfolio updates, the competitive landscape, talent and culture including inclusion and diversity, ESG matters including human rights implications of Cisco product development and sales, our environmental impact and regulatory developments. Additionally, on an annual basis, the Board reviews and approves Cisco’s financial plan. The Lead Independent Director also chairs regularly scheduled executive sessions of the independent directors, without Cisco management present, during which Cisco’s strategy is reviewed and other topics are discussed.

The Role of the Board of Directors in Risk Oversight

We believe that risk is inherent in innovation and the pursuit of long-term growth opportunities. Cisco’s management is responsible for day-to-day risk management activities. The Board of Directors, acting directly and through its committees, is responsible for the oversight of Cisco’s risk management. With the oversight of the Board of Directors, Cisco’s management 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 management has implemented an enterprise risk management (“ERM”) program, managed by Cisco’s internal audit function, that is designed to work across the business to identify, assess, govern and manage risks and Cisco’s response to those risks. Cisco’s internal audit function performs an annual risk assessment which is utilized by the ERM program. The structure of the ERM program includes both an ERM operating committee that focuses on risk management-related topics, as well as, an ERM executive committee consisting of members of management. The ERM operating committee conducts global risk reviews and provides regular updates to the ERM executive committee.

The Audit Committee, which oversees our financial and risk management policies, including data protection (comprising both privacy and security), receives regular reports on ERM from the chair of the ERM operating committee, and receives regular reports on cybersecurity from Cisco’s Chief Security and Trust Officer multiple times a year. As part of its responsibilities and duties, the Audit Committee reviews Cisco’s policies and programs for addressing data protection, including both privacy and security, including with respect to (a) Cisco’s products and services, (b) Cisco’s servers, data centers and cloud-based solutions on which Cisco’s data, and data of its customers, suppliers and business partners are stored and/or processed, and (c) the cloud-based services provided by or enabled by Cisco. The Audit Committee provides updates to the Board of Directors, at least annually, on such review.

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 Finance Committee oversees matters related to risk management policies and programs addressing currency, interest rate, equity, and insurance risk, as well as Cisco’s customer and channel partner financing activities, investment policy and certain risk management activities of Cisco’s treasury function. The Compensation Committee oversees compensation-related risk management, as discussed in the “Board of Directors — Proposal No. 1 — Election of Directors — Board Meetings and Committees — Compensation and Management Development Committee” and “Compensation Committee Matters — Compensation Discussion and Analysis” (“CD&A”) sections in this Proxy Statement.

Each committee reports regularly to the full Board of Directors on its activities. In addition, the Board participates in regular discussions with Cisco’s executive management on many core subjects, including strategy, operations, information systems, finance, legal and public policy matters, in which risk oversight is an inherent element. The Board believes that the leadership structure described above in the “Corporate Governance — 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 participate actively in the oversight of management’s actions.

Board Meetings and Committees

During fiscal 2021, the Board of Directors held 6 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 total number of meetings held by all committees of the Board on which each such director served, during the period for which each such director served. Cisco’s directors are strongly encouraged to attend the annual meeting of stockholders. Eight of Cisco’s directors who were then serving on the Board attended last year’s annual meeting.

Cisco has five standing committees: the Audit Committee, the Compensation Committee, the Nomination and Governance Committee, the Acquisition Committee, and the Finance Committee. Each of these committees has a written charter approved by the Board of Directors. 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.

The members of the committees and their independence status, as of the date of this Proxy Statement, and the number of committee meetings held during fiscal 2021 are identified in the following table.

Directors

Independent (1)

Audit
Committee

Compensation
Committee

Nomination
and
Governance
Committee

Acquisition
Committee

Finance
Committee

M. Michele Burns

LOGO

Chair

Wesley G. Bush

LOGO

Michael D. Capellas

LOGO

Chair

Mark Garrett

LOGO

Chair

LOGO

John D. Harris II

LOGO

Dr. Kristina M. Johnson

LOGO

Roderick C. McGeary

Chair

Charles H. Robbins

Brenton L. Saunders

LOGO

Dr. Lisa T. Su

LOGO

Marianna Tessel

LOGO

Number of Committee Meetings

(1)

Mr. Capellas currently serves as Lead Independent Director.

Audit Committee

The Audit Committee is directly responsible for the appointment, retention and oversight of the independent accountants. The Audit Committee is also responsible for reviewing the financial information which will be provided to stockholders and others, including the quarterly and year-end financial results, reviewing the system of internal controls which management and the Board of Directors have established, reviewing Cisco’s financial and risk management policies, including data protection (comprising both privacy and security), appointing, retaining and overseeing the performance of the independent registered public accounting firm, overseeing Cisco’s accounting and financial reporting processes and the audits of Cisco’s financial statements, pre-approving audit and permissible non-audit services provided by the independent registered public accounting

firm, overseeing and reviewing related party transactions, and establishing 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.

The Audit Committee reviews the responsibilities and activities of each of the Governance, Risk and Controls Department, and the Compliance Office. The Audit Committee also meets separately in periodic executive sessions with each of management, the head of Cisco’s internal audit function, and the independent registered public accounting firm. The Board of Directors has determined that each of Ms. Burns, Mr. Garrett and Mr. McGeary is 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”). 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.

Compensation and Management Development Committee

The Compensation Committee’s responsibility is to review the performance and development of Cisco’s management in achieving corporate goals and objectives and to assure that Cisco’s executive officers are compensated effectively in a manner consistent with Cisco’s strategy, competitive practice, sound corporate governance principles and stockholder interests. Toward that end, this committee reviews and approves Cisco’s compensation to executive officers. The Compensation Committee also reviews matters related to succession planning, including review and approval of CEO succession planning, and oversees and reviews the development and implementation of the Cisco’s practices, strategies, and policies used for recruiting, managing, and developing employees (i.e., human capital management). Each member of this committee is an independent director under applicable Nasdaq listing standards, including the additional independence requirements specific to compensation committee membership, and a “non-employee director” as defined in Rule 16b-3 under the Exchange Act.

The Compensation Committee’s responsibilities and duties include an annual review and approval of Cisco’s compensation strategy to help ensure that it promotes stockholder interests and supports Cisco’s strategic and tactical objectives, and that it provides appropriate rewards and incentives for management and employees, including review of compensation-related risk management. For fiscal 2021, the Compensation Committee performed these 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 CD&A.

The Compensation Committee has the exclusive authority and responsibility to determine all aspects of executive compensation packages for executive officers. During fiscal 2021, the Compensation Committee retained Frederic W. Cook & Co., Inc. (“FWC”) 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 Department present compensation and benefit proposals to the Compensation Committee. FWC 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 2021, FWC performed no other consulting or other services for Cisco management and did not undertake any projects for management. Commencing in fiscal 2022 and following an extensive request-for-proposal process, Exequity LLP (“Exequity”) was selected to replace FWC as the Compensation Committee’s consultant. For additional description of the Compensation Committee’s processes and procedures for consideration and determination of executive officer compensation, see the CD&A.

Nomination and Governance Committee

The Nomination and Governance Committee is responsible for overseeing, reviewing and making periodic recommendations concerning Cisco’s corporate governance policies, for reviewing Cisco’s policies and programs concerning CSR (including ESG matters), for reviewing and assessing director independence, for making recommendations regarding the size, structure and composition of the Board and its committees, for overseeing the annual Board evaluation process, for recommending to the full Board of Directors candidates for election to the Board of Directors, and for reviewing and recommending compensation for non-employee members of the Board. Each member of this committee is an independent director under applicable Nasdaq listing standards.

In connection with reviewing and recommending compensation for non-employee directors, the Nomination and Governance Committee retained FWC as its independent compensation consultant during fiscal 2021. Commencing in fiscal 2022, the Nomination and Governance Committee selected Exequity to replace FWC as its independent compensation consultant for non-employee director compensation matters. The Nomination and Governance Committee makes recommendations to the Board of Directors 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 defined in the CD&A) in consultation with its independent compensation consultant and assesses whether Cisco’s 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.

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, including factors that it seeks in 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 of Directors. 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 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. The brief biographical description of each nominee and the matrix set forth in the “Board of Directors — Proposal No. 1 — Election of Directors — Business Experience and Qualifications of Nominees” section includes 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.

Stockholders may recommend a director nominee to Cisco’s Nomination and Governance Committee. In recommending candidates for election to the Board of Directors, 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 of Directors. 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 would recommend the candidate for consideration by the full Board of Directors.

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 “Information About the Meeting — Stockholder Proposals and Nominations for 2022 Annual Meeting of Stockholders” section.

Acquisition Committee

The Acquisition Committee reviews acquisition strategies and opportunities with management. The Acquisition Committee also approves certain acquisitions and investment transactions, and makes recommendations to the Board of Directors.

Finance Committee

The Finance Committee reviews and approves Cisco’s global investment policy; oversees Cisco’s stock repurchase programs; and reviews minority investments, fixed income assets, insurance risk management policies and programs, tax programs, currency, interest rate and equity risk management policies and programs, and capital structure and capital allocation strategy. This committee is also authorized to approve the issuance of debt securities, certain real estate acquisitions and leases, and charitable contributions made on behalf of Cisco.

Director Compensation

This section provides information regarding the compensation policies for non-employee directors and amounts paid and equity awards granted to these directors in fiscal 2021. Non-employee directors typically do not receive forms of remuneration or benefits other than those described below, but are reimbursed for their expenses in attending meetings and other board-related activities. Cisco’s non-employee director compensation policy is designed to provide the appropriate amount and form of compensation to our non-employee directors.

Director Compensation Highlights

•

Retainer fees for committee service differentiated based on workload.

•

Emphasis on equity in the overall compensation mix.

•

Full-value equity grants under a fixed-value annual grant policy with immediate vesting.

•

A robust stock ownership guideline set at five times the annual cash retainer to support stockholder alignment.

•

Flexible deferral provisions to facilitate stock ownership.

•

Governance limit of $800,000 on the total value of cash and equity compensation that may be paid or granted to a non-employee director each fiscal year, which allows Cisco to stay within reasonable bands of what the market requires.

•

Each non-employee director is eligible to participate in Cisco’s charitable matching gifts program to the same extent as all Cisco employees. For fiscal 2021, the maximum match amount under this program was $25,000. Additional $10,000 matches may be available for disaster relief campaigns.

Fiscal 2021 Cash Compensation

Our non-employee director cash compensation program during fiscal 2021 consisted of the following:

•

Annual retainer of $80,000 for each non-employee director;

•

Additional annual retainer fee of $50,000 for serving as Lead Independent Director;

•

Additional annual retainer fee of $25,000 for serving as chair of the Audit Committee;

•

Additional annual retainer fee of $20,000 for serving as chair of the Compensation Committee;

•

Additional annual retainer fee of $15,000 for serving as chair of the Nomination and Governance Committee, as chair of the Acquisition Committee or as chair of the Finance Committee; and

•

Additional fee of $2,000 to each committee member for each standing committee meeting attended.

A non-employee director may, in lieu of all or a specified portion of their regular annual cash retainer, 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.

Fiscal 2021 Equity Compensation

Non-employee directors receive annual grants under the Cisco Systems, Inc. 2005 Stock Incentive Plan (“2005 Stock Incentive Plan”) pursuant to an equity grant policy. The 2005 Stock Incentive Plan currently provides that grants to any non-employee director may not exceed 50,000 shares for any fiscal year.

The Board of Directors’ policy regarding initial equity grants for new non-employee directors and annual equity grants for elected non-employee directors provides for the following:

•

An initial equity grant for non-employee directors consisting of fully vested shares of Cisco common stock with a fair value equal to a pro rata portion of $230,000 based on the portion of the year of the new non-employee director’s board service.

•

An annual equity grant for elected non-employee directors consisting of fully vested shares of Cisco common stock with a fair value equal to $230,000.

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 2021 Total Director Compensation

The following table provides information as to compensation earned by the non-employee directors during fiscal 2021.

Director Compensation


Name	Fees Earned or Paid in Cash ($)			Stock Awards ($) (1)		All Other Compensation ($)			Total ($)
M. Michele Burns	$	139,000		$	229,976	$	25,000	(2)	$	393,976
Wesley G. Bush	$	106,000	(3)	$	229,976		—		$	335,976
Michael D. Capellas	$	188,000		$	229,976		—		$	417,976
Mark Garrett	$	149,000		$	229,976		—		$	378,976
John D. Harris II	$	75,913	(4)	$	212,481		—		$	288,394
Dr. Kristina M. Johnson	$	110,000		$	229,976	$	15,000	(2)	$	354,976
Roderick C. McGeary	$	160,000		$	229,976		—		$	389,976
Arun Sarin (5)	$	8,000			—		—		$	8,000
Brenton L. Saunders	$	106,000		$	229,976		—		$	335,976
Dr. Lisa T. Su	$	94,000	(3)	$	229,976		—		$	323,976
Marianna Tessel	$	61,522	(3)	$	176,860		—		$	238,382

(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 2020 Annual Meeting and who was elected at the 2020 Annual Meeting received 5,189 fully vested shares on December 10, 2020. Mr. Bush, Dr. Johnson, Mr. Saunders and Dr. Su each elected to receive their annual equity award in the form of fully vested deferred stock units.

In connection with his appointment to the board on January 7, 2021, Mr. Harris received an initial pro-rated equity award of 4,726 fully vested shares. In connection with her appointment to the board on March 5, 2021, Ms. Tessel received an initial pro-rated equity award covering 3,824 fully vested shares in the form of deferred stock units.

None of the non-employee directors held any unvested stock awards as of July 31, 2021. No stock options were awarded to non-employee directors in fiscal 2021, and there were no outstanding stock options held by non-employee directors as of July 31, 2021.

(2)	Represents the non-employee director’s match under Cisco’s charitable matching gifts program.

(3)

Includes the value of fully vested shares of Cisco common stock received in lieu of the non-employee director’s regular annual cash retainer based on the fair market value of the shares on the date the regular annual cash retainer would otherwise have been paid. Based on the prior election, Mr. Bush and Dr. Su each received 1,805 shares in the form of deferred stock units with a value of $79,998, based on the closing share price of Cisco common stock on December 10, 2020. Based on the prior election for her initial pro-rated cash retainer, Ms. Tessel received 1,330 shares in the form of deferred stock units with a value of $61,513, based on the closing share price of Cisco common stock on March 5, 2021.

(4)	Represents the initial pro-rated cash retainer Mr. Harris received in connection with his appointment to the board on January 7, 2021.

(5)	Mr. Sarin resigned from the Board effective November 27, 2020.

Non-Employee Director Stock Ownership

Cisco’s corporate governance policies include stock ownership guidelines for non-employee directors. These 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, non-employee directors may elect to receive, in lieu of all or a specified portion of their regular annual cash, either fully vested shares of Cisco common stock or 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 regular annual cash retainer would otherwise be paid. Any shares (or shares subject to deferred stock units) received in lieu of any portion of a regular annual cash retainer do not count against the limit on the total number of shares that may be granted to a non-employee director during any fiscal year. The shares issued are granted under the 2005 Stock Incentive Plan.

For information on non-employee director elections to receive fully vested shares (or shares subject to deferred stock units) in lieu of cash with respect to the fiscal 2021 annual cash retainer, please see the table above entitled “Director Compensation” and the accompanying footnotes.

Fiscal 2022 Director Compensation

Effective for payments related to board service on and after the date of the 2021 Annual Meeting of Stockholders, the cash compensation elections for non-employee directors were expanded to allow for non-employee directors to elect to receive deferred cash, stock grants or deferred stock units in lieu of any retainer paid in connection with service on any committee of the Board or other cash fees (not limited to their regular annual cash retainer). In addition, the Nomination and Governance Committee, having been advised by Exequity, recommended modifications to compensation for non-employee directors in order to maintain the competitive positioning of overall compensation relative to the market. On October 21, 2021, the Board of Directors approved the following modifications to be effective on and after the date of the 2021 Annual Meeting:

•

Change from per meeting committee payments to committee member annual retainer fees as follows:

^¡

An additional annual retainer fee of $32,000 for serving as a member of the Audit Committee

^¡

An additional annual retainer fee of $16,000 for serving as a member of the Compensation Committee, the Acquisition Committee or the Finance Committee

^¡

An additional annual retainer fee of $12,000 for serving as a member of the Nomination and Governance Committee

•

The additional annual retainer fee for serving as Lead Independent Director was increased from $50,000 to $60,000;

•

The additional annual retainer fee for serving as chair of the Audit Committee was increased from $25,000 to $30,000;

•

The additional annual retainer fee for serving as chair of the Nomination and Governance Committee was increased from $15,000 to $20,000;

•

Each of the initial and annual equity grant for non-employee directors was increased from a fair value of $230,000 to $245,000; and

•

All cash fees to be paid in quarterly installments in arrears.

There were no other significant changes to the terms of the compensation for non-employee directors, including no changes to vesting, proration and deferral.

Vote Required

Cisco’s bylaws and corporate governance policies 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 eleven nominees for director, meaning that 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 that 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 Cisco’s bylaws and corporate governance policies, 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 the person to fill the office held by that director.

Recommendation of the Board of Directors

The Board of Directors recommends that the stockholders vote FOR the election of each of the nominees listed herein.

COMPENSATION COMMITTEE MATTERS

Proposal No. 2 — Advisory Vote to Approve Executive Compensation

Under Section 14A of the Exchange Act, Cisco stockholders are entitled to cast an advisory vote to approve the compensation of Cisco’s named executive officers, known as a “Say on Pay” vote. The stockholder vote is an advisory vote only and is not binding on Cisco or its Board of Directors. Although the vote is non-binding, the Board of Directors 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 25 to 60 for additional details on Cisco’s executive compensation program. Below are a few highlights of our pay-for-performance philosophy.

Fiscal 2021 Pay and Performance

Fiscal 2021 started in a very challenging global pandemic environment during some of the most complex times in our history, and after moving into the gradual recovery phase, fiscal 2021 ended with one of our best quarters in terms of business momentum. In the midst of the uncertainty at the beginning of fiscal 2021 created by the COVID-19 pandemic and supply challenges, the Board of Directors adopted a financial plan and the Compensation Committee approved fiscal 2021 incentive award targets consistent with such financial plan.

The leadership team reversed the year-over-year revenue decline from fiscal 2020, and despite the COVID-19 pandemic and supply issues, we experienced a year-over-year revenue increase in fiscal 2021 and exited fiscal 2021 with outstanding performance reflecting strength across our portfolio, customer markets and geographies in the fourth quarter. Our fiscal 2021 incentive plan financial results were as follows:

•

Revenue¹ and Operating Income¹ performance above fiscal 2020,

•

Operating Cash Flow performance above fiscal 2020, and

•

Earnings Per Share¹ (“EPS”) performance consistent with fiscal 2020.

¹	Revenue and Operating Income as determined pursuant to the EIP, and EPS as determined pursuant to the PRSUs, as set forth in the CD&A below.

The compensation of Cisco’s CEO for fiscal 2021 is consistent with his leadership of Cisco through a challenging year and Cisco’s improved financial and total stockholder return (“TSR”) performance.

Long-term incentives continue to be the largest element of named executive officer compensation, consistent with market practice. For Cisco’s named executive officers, approximately 60% of long-term grant value is in performance shares earned for operating cash flow, EPS, and relative TSR performance measured over three years. Also, to demonstrate the Compensation Committee’s overriding objective of aligning real pay delivery with performance, PRSUs for fiscal 2019 — 2021 were earned at 94.5% of target as operating cash flow and EPS performance were at 109% of target over the three-year period, while relative TSR for the three-year period was at the 40th percentile of the companies comprising the S&P 500 Index.

At the annual meeting, we are asking stockholders to vote on the following advisory resolution:

RESOLVED, that the stockholders approve the compensation of Cisco’s named executive officers as disclosed pursuant to the SEC’s compensation disclosure rules, including the CD&A, the compensation tables and narrative discussion.

Vote Required

The affirmative vote of the holders of a majority of the votes properly cast (for the avoidance of doubt, abstentions and broker non-votes are not counted as votes cast for or against such matter) is required for approval, on an advisory basis, of this proposal. Under our policy of providing for an annual advisory vote on executive compensation, we expect that our next advisory vote to approve the compensation of Cisco’s named executive officers will be at our 2022 Annual Meeting.

Recommendation of the Board of Directors

The Board of Directors recommends that the stockholders vote FOR approval of the non-binding advisory resolution to approve executive compensation.

Compensation Discussion and Analysis

Introduction

The following discussion describes and analyzes Cisco’s compensation program for its named executive officers. Cisco’s named executive officers for fiscal 2021 are Cisco’s CEO during fiscal 2021, all individuals serving as Cisco’s Chief Financial Officer (“CFO”) during fiscal 2021, the two most highly compensated executive officers (other than the CEO and CFO) who were serving as executive officers at the end of fiscal 2021, and two former executive officers who were not serving as executive officers at the end of fiscal 2021. The named executive officers are: Charles H. Robbins, Chair and CEO; R. Scott Herren, Executive Vice President and Chief Financial Officer, Gerri Elliott, Executive Vice President and Chief Customer and Partner Officer; Maria Martinez, Executive Vice President and Chief Operating Officer; Kelly A. Kramer, former Executive Vice President and CFO; Irving Tan, former Executive Vice President and Chief of Operations; and Mark Chandler, former Executive Vice President, Chief Legal Officer and Chief Compliance Officer.

Executive Summary

We continue to see great momentum in our business as customers are looking to modernize their organizations for agility and resiliency. The demand for our technology is strong and we are well positioned to help our customers accelerate their digital transformation and thrive in a hybrid world. The following are performance and compensation highlights for fiscal 2021 at a glance:

Performance and Compensation Highlights

Company Performance

In fiscal 2021, the leadership team reversed the year-over-year revenue decline from fiscal 2020, and despite the COVID-19 pandemic and supply issues, we experienced a year-over-year revenue increase in fiscal 2021 and exited fiscal 2021 with outstanding performance reflecting strength across our portfolio, customer markets and geographies in the fourth quarter. Our fiscal 2021 incentive plan financial results were as follows:

•

Revenue¹ and Operating Income¹ performance above fiscal 2020

•

Operating Cash Flow performance above fiscal 2020

•

EPS¹ performance consistent with fiscal 2020

Our strategy to transform our business model continues to resonate with customers as they digitize their organizations. In fiscal 2021, total software revenue was $15.0 billion across all product areas and service, an increase of 7%. Within total software revenue, subscription revenue increased 15%. Remaining performance obligations continued to grow strongly and exceeded $30 billion, reflecting the strength of our portfolio of software and services. We are also focused on the entire customer lifecycle to drive expansion and renewals. During fiscal 2021, we completed 13 acquisitions, and we are seeing returns on investments in our key strategic areas, which drive our innovation and competitive differentiation, and position Cisco for long-term growth and stockholder value.

Stockholder Returns

We maintained our historical practice of paying dividends and making share repurchases. We returned $9.1 billion to stockholders in fiscal 2021:

•

$2.9 billion in share repurchases

•

$6.2 billion in dividends

Absolute TSR²

As of the end of fiscal 2021, our 1-year and 3-year TSR results were as follows:

1-Year

23%

3-Year

42%

Strong Say-On-Pay Support

Even though last year’s say-on-pay proposal was approved by approximately 93% of stockholder votes, we continued to engage with stockholders to enhance our compensation program in fiscal 2021. Consistent with feedback we received from stockholders, for fiscal 2021, we considered each executive’s progress towards Cisco’s ESG-related initiatives in the individual performance factors (IPF) in our EIP, namely our executives’ progress during the COVID-19 pandemic in promoting Cisco’s “Conscious Culture”, an inclusive, safe, and healthy work environment in which our employees can thrive. In addition, due to the continued macroeconomic uncertainty, we re-designed the EIP for our named executive officers to determine the company performance factor (CPF) based on the achievement of separate first half and second half fiscal 2021 revenue and operating income goals. For fiscal 2022, the IPF was discontinued and replaced with an ESG factor, which will be scored based on the executive leadership team’s joint execution of Cisco’s ESG strategy.

Annual Executive Incentive Plan

Our revenue and operating income under the EIP resulted in a CPF of 1.18 for fiscal 2021, up from 0.48 in fiscal 2020, reflecting above target achievement of financial performance goals. The fiscal 2021 targets for revenue and operating income were 99% and 95% of fiscal 2020 performance, respectively, and were determined by the Compensation Committee based on industry headwinds and significant uncertainty in the macro-economic environment including the COVID-19 pandemic, trade and geopolitical impacts, and continued competitive and pricing pressure.


Cumulative Performance Criteria				Pay for Performance Results
	Fiscal 2021 Goals ($ billions)			Fiscal 2021 Results ($ billions)
	Threshold	Target	Maximum	Fiscal 2021 Results ($ billions)

Revenue	$ 46.2	$ 48.6	$ 50.1	$ 49.6
	(95% of target)		(103% of target)	(102% of target)

Operating Income	$ 14.4	$ 15.8	$ 17.1	$ 16.7
Operating Income	(91% of target)		(108% of target)	(105% of target)

2019-2021 PRSU Plan

The payout under our three-year PRSU plan for fiscal 2019-2021 was 94.5% of target (versus 125.3% for fiscal 2018-2020), representing achievement of 109% of our cash flow and EPS goals and 80% for the goal of TSR relative to the component companies of the S&P 500 Index over the three-year period.


Performance Criteria	Pay-for-Performance Results
Earned PRSUs = Target PRSUs x ((50% x Average Financial Goal Multiplier) + (50% x Relative TSR Multiplier))	Fiscal 2019 Grant	Cash Flow / EPS³	Relative TSR⁴
	Fiscal 2021	128%	80%
	Fiscal 2020	84%
	Fiscal 2019	115%
	Result	109%	80%
	PRSUs Earned	94.5% of Target

Inclusion and Diversity

At Cisco, we value our people, our technology, and changing the world for the better with a focus on creating a more inclusive future. Our goal is to attract, retain, and develop talent in order to help our customers connect, secure and automate to accelerate their digital agility in a cloud-first world. We prioritize inclusion and diversity across the company, recognizing that connecting people of all experiences and backgrounds allows us to innovate and collaborate. The Compensation Committee considered progress in these areas, along with progress on other ESG-related initiatives including the promotion of equal opportunity, social justice, and health and safety, when making compensation decisions.

1	Revenue and Operating Income as determined pursuant to the EIP and EPS as determined pursuant to the PRSUs, in each case as set forth below.

2	TSR represents cumulative stock price appreciation with dividends reinvested. 1-Year and 3-Year TSR are measured based on the fiscal year periods ending July 31, 2021.

3	This is the Financial Goal Multiplier. EPS is determined pursuant to the PRSUs as set forth in the CD&A below.

4	This is the Relative TSR Multiplier.

Listening to Our Stockholders

Cisco’s 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 “Corporate Governance — Stockholder Engagement” section for a discussion of our fiscal 2021 stockholder outreach and engagement. See also the “Corporate Governance — Stockholder Communications with the Board of Directors” section.

The Compensation Committee is very interested in the ideas and feedback of our stockholders regarding executive compensation. In fiscal 2021, we engaged with stockholders representing approximately 27% of our outstanding shares, including 65% of our top 30 stockholders, on a variety of topics, including our executive compensation program. Consistent with feedback we received from stockholders, for fiscal 2021, we considered each executive’s progress towards Cisco’s ESG-related initiatives in the IPF in our EIP, namely each executive’s progress during the COVID-19 pandemic in promoting Cisco’s “Conscious Culture”, an inclusive, safe, and healthy work environment in which our employees can thrive.

In evaluating our compensation practices in fiscal 2021, the Compensation Committee was mindful of the support our stockholders expressed for Cisco’s philosophy and practice of linking compensation to operational objectives and the enhancement of stockholder value. In fiscal 2021, the Compensation Committee continued to monitor our executive compensation programs to ensure compensation is aligned with company performance.

The Compensation Committee will continue to seek out and consider stockholder feedback in the future.

Executive Compensation Pay-for-Performance Philosophy

The chart below illustrates how the three-year historical compensation for our CEO and the average for our other continuing named executive officers, as reported in the Compensation Committee Matters — Fiscal 2021 Compensation Tables — Summary Compensation Table in our annual proxy statements, compares to our absolute TSR during the same period.

LOGO

CEO and average other continuing named executive officer total compensation for the three fiscal years is measured against fiscal 2018 total compensation. TSR is measured against the stock price as of the end of fiscal 2018 and includes the reinvestment of all dividends.

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 Practice
Independent Compensation Committee		Our Compensation Committee consists entirely of independent directors.
Independent Compensation Consultant		Our Compensation Committee utilizes an independent compensation consultant, which is retained directly by the Compensation Committee and provides no other services to Cisco’s management.
Risk Assessment		Our Compensation Committee performs an annual review of the risks related to our compensation programs.
Pay for Performance		63% of target annual TDC for the CEO was performance-based and approximately 55% of target annual TDC for the other named executive officers was performance-based. See the “Compensation Components” section for a discussion of our named executive officers’ TDC.
Annual Cash Incentive		Payment is primarily leveraged and based on Cisco’s achievement of rigorous pre-established revenue and operating income goals (80%) with the remainder based on the individual performance of our executive officers determined pursuant to an objective scorecard (20%).
Annual Long-Term Equity Incentive		Approximately 60% of our named executive officers’ target equity award value is in PRSUs. 50% of the PRSUs may be earned based on relative TSR performance measured over a three-year period. 50% of the PRSUs may be earned based on pre-established annual goals, namely operating cash flow and EPS, with earned values paid at the end of the full three-year performance period.
Caps on Incentive Compensation		There is a maximum limit on the amount of annual cash incentives and PRSUs that may be paid.
No Pandemic-Related Adjustments		We did not adjust or modify any outstanding cash or long-term equity incentives in response to the COVID-19 pandemic and the recent volatile market conditions.
No SERP or Pension Plan		We do not sponsor a supplemental executive retirement plan or a defined benefit pension plan for our executive officers.
No Employment Agreements		None of our executive officers have employment, severance or change in control agreements.
Stock Ownership Guidelines		We have meaningful stock ownership guidelines for our executive officers and non-employee directors.
Recoupment/Clawback Policy		We have a Recoupment Policy related to our cash awards and PRSUs in the event of certain financial restatements, and our equity plans provide for the forfeiture of awards if an executive officer participates in activities detrimental to Cisco or is terminated for misconduct.
Limited Perquisites		We only provide limited perquisites as approved by the Compensation Committee.
No 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 of Directors 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 of Directors 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.

Compensation decisions and other details are discussed in the remainder of this CD&A.

Compensation Philosophy


Attract and Retain		Motivate Performance
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.		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.

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

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 2021, 63% of target annual TDC for the CEO was performance-based and approximately 55% of the target annual TDC for the other named executive officers (except for Ms. Kramer) was performance-based, reflecting Cisco’s pay-for-performance philosophy.

LOGO

Fiscal 2021 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. 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, internal equity, and whether his or her base salary is appropriately positioned relative to similarly situated executives in our Peer Group.


Named Executive Officer	Fiscal 2021 Base Salary		Fiscal 2020 Base Salary
Charles H. Robbins	$	1,390,000	$	1,390,000
R. Scott Herren	$	800,000		N/A
Gerri Elliott	$	825,000	$	825,000
Maria Martinez¹	$	800,000	$	700,000
Kelly Kramer²	$	120,000	$	850,000
Irving Tan³	$	500,000	$	625,000
Mark Chandler⁴	$	670,000	$	670,000

Effective in February 2021 and in light of the additional responsibilities assumed by Ms. Martinez in connection with Mr. Tan’s relocation and stepping down, Ms. Martinez’ base salary increased from $700,000 to $800,000.

Effective in December 2020 and in connection with Ms. Kramer’s transition to Executive Advisor, Ms. Kramer’s base salary decreased from $850,000 to $120,000.

Effective in February 2021 and in light of Mr. Tan stepping down from his role as Executive Vice President and Chief of Operations and relocating to Singapore, Mr. Tan’s base salary decreased from $625,000 to $500,000.

⁴

Mr. Chandler was not a named executive officer in fiscal 2020.

Variable Cash Incentive Awards

The objective of Cisco’s annual cash incentive program is to reward achievement of our annual financial performance goals, and to establish appropriate company performance expectations to ensure that our executives are accountable for our continued growth and profitability. Performance measures and goals for determining our named executive officers’ fiscal 2021 annual incentive awards were pre-established under Cisco’s EIP. The pre-established performance goals were based on Cisco’s achievement of financial performance goals, expressed as a company performance factor (“CPF”), and an individual performance factor (“IPF”) that is initially determined based on the achievement of objective individual performance in the areas of leadership, innovation/strategic planning, and execution. The Compensation Committee established such performance measures and goals based on an informed review of Cisco’s targeted financial performance for fiscal 2021 and the pay practices of the companies in our Peer Group.

How Variable Cash Incentive Awards Work

Due to the uncertain economic environment resulting from the COVID-19 pandemic and the Compensation Committee’s belief that it could not set annual performance goals with appropriate precision, Cisco re-designed the EIP for the named executive officers for fiscal 2021 to determine the CPF based on the achievement of separate first half and second half fiscal 2021 performance goals. The financial performance metrics for awards under the EIP for fiscal 2021 continued to be based on the same financial performance metrics as were used in fiscal 2020, and the specific financial targets are the same as those used under the company-wide bonus plan. For fiscal 2021, the target bonus was based on a CPF of 1.0 and Cisco’s financial performance must exceed its fiscal 2021 financial plan established by the Board of Directors for the CPF to exceed 1.0.

For each named executive officer, the fiscal 2021 EIP awards were calculated by multiplying an individual’s annual base salary for fiscal 2021 by the individual’s target award percentage, and multiplying the result by the sum of 80% of the CPF and 20% of the IPF, as follows:

BONUS = BASE x TARGET x ((CPF x 0.80) + (IPF x 0.20))

The Compensation Committee does not have the discretion to award bonuses under the EIP if the applicable performance criteria have not been met.

The fiscal 2021 cash incentive awards for each named executive officer participant were as follows:


Named Executive Officer¹	Base Salary²		Target Award Percentage²	Company Performance Factor	Individual Performance Factor	EIP Payment
Charles H. Robbins	$	1,390,000	260%	1.18	1.50	$	4,495,816
R. Scott Herren	$	487,332	160%	1.18	1.45	$	962,187
Gerri Elliott	$	825,000	160%	1.18	1.50	$	1,642,080
Maria Martinez	$	746,900	160%	1.18	1.50	$	1,486,630
Irving Tan	$	564,526	142%	1.18	1.40	$	978,217	³

¹	Ms. Kramer was not eligible to participate in the EIP for fiscal 2021 due to her transition to Executive Advisor during fiscal 2021. Mr. Chandler retired from Cisco and did not receive EIP payments for fiscal 2021.

The base salary amount for Mr. Herren reflects his joining Cisco in December of 2020. The base salary amounts for Ms. Martinez and Mr. Tan and the target award percentage for Mr. Tan reflect mid-year changes based on Mr. Tan stepping down from his role as Executive Vice President and Chief of Operations and relocating to Singapore and the additional responsibilities assumed by Ms. Martinez upon Mr. Tan’s relocation.

³	Mr. Tan’s EIP payment was made in Singapore Dollars and was converted to U.S. dollars using the exchange rate in effect on the last day of fiscal 2021 of 0.738.

How Fiscal 2021 EIP Targets were Established and Actual Results

At the beginning of fiscal 2021, the Compensation Committee established a target EIP award for each of the named executive officer participants, other than Mr. Herren, based on a percentage of their base salaries. Upon Mr. Herren’s appointment as Chief Financial Officer, the Compensation Committee established a target EIP award for Mr. Herren based on a percentage of his base salary. The target awards were determined by the Compensation Committee after considering a number of factors, including the executive’s role and responsibility, whether the target annual incentive is competitive with similarly situated executives in the Peer Group, and our recent and projected financial performance.

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Company Performance Factor (CPF)

The CPF for fiscal 2021 was based on two successive six-month performance periods and could range from 0.0 to 2.0 with target at 1.0. The formula for fiscal 2021 was constructed with upside potential so that if we exceeded our revenue and operating income targets, the CPF could be greater than 1.0.

The Compensation Committee selected revenue and operating income as the financial performance measures because these measures most directly align with Cisco’s growth strategy and generally have the best correlation with stockholder value. Operating income is weighted on a 4-to-1 basis compared to revenue in calculating the outcome under the CPF. Revenue and operating income at or below the threshold levels set forth below results in a CPF of 0.0. Revenue and operating income at or above the maximum levels set forth below results in a CPF of 2.0.

Due to significant macro-economic uncertainty at the beginning of fiscal 2021, including the COVID-19 pandemic, trade, and geopolitical impacts, the Board of Directors determined the fiscal 2021 financial plan would consist of two six-month financial performance periods and approved the financial plan for the first half of fiscal 2021. The Compensation Committee adopted the same structure for the fiscal 2021 EIP, including the financial plan for the first half of fiscal 2021. During the first half of fiscal 2021, we delivered results that exceeded the first half targets. Based on the momentum in the business, the Compensation Committee refined its outlook and established goals for the second half of fiscal 2021 that were more difficult than the first half goals, which were based on our outlook at the beginning of fiscal 2021. Such second half goals were also consistent with the Board-approved financial plan for the second half of fiscal 2021. While meaningful macro-economic risks remained, the visibility into the demand environment for the second half of fiscal 2021 improved. The Compensation Committee believed that these financial performance goals while challenging had a reasonable possibility of achievement.

The revenue and operating income goals and results for the first and second half of fiscal 2021 are set forth below:


	First Half Fiscal 2021 Goals ($ billions)			First Half Fiscal 2021 Results ($ billions)
	Threshold	Target	Maximum	First Half Fiscal 2021 Results ($ billions)

Revenue	$ 22.1 (95% of target)	$ 23.3	$ 24.0 (103% of target)	$ 23.9 (102% of target)
Operating Income	$ 6.5 (91% of target)	$ 7.1	$ 7.7 (108% of target)	$ 8.0 (112% of target)

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SEC Form DEF 14A filed by Cisco Systems, Inc.