8-KLeadership Changes

CISCO SYSTEMS, INC. 8-K Report, Executive Changes (Jan 27, 2020)

Filed January 27, 2020For Securities:CSCO

Summary

Cisco Systems, Inc. (CSCO) announced on January 27, 2020, the appointment of Dr. Lisa T. Su to its Board of Directors, effective immediately. Dr. Su brings significant leadership experience as the President and CEO of Advanced Micro Devices, Inc. (AMD), a prominent player in the semiconductor industry. Her appointment is expected to strengthen Cisco's board with her expertise in technology and corporate strategy. Dr. Su will receive standard compensation for non-employee directors, including an annual retainer and an initial equity award, both prorated for her service period through the 2020 annual meeting. Directors have flexibility in how they receive compensation, with options for cash, stock, or deferred units. She will also enter into Cisco's standard director indemnification agreement, which is customary for board members.

Key Highlights

  • 1Dr. Lisa T. Su, President and CEO of AMD, appointed to Cisco's Board of Directors, effective January 27, 2020.
  • 2Dr. Su's appointment is expected to enhance the board's expertise in the technology sector.
  • 3Compensation for Dr. Su will align with Cisco's standard non-employee director compensation package.
  • 4She will receive a prorated annual cash retainer of $80,000 and a prorated initial equity award with a grant date fair value of $230,000.
  • 5Directors have options to receive compensation in cash, Cisco common stock, or deferred stock units.
  • 6Dr. Su will be covered by Cisco's standard director indemnification agreement.
  • 7The filing does not specify which board committees Dr. Su will join, if any.

Frequently Asked Questions

Dr. Lisa T. Su is the President and CEO of Advanced Micro Devices, Inc. (AMD), a major semiconductor company. Her appointment to Cisco's Board of Directors is significant as it brings extensive experience and leadership from a key competitor and innovator in the technology and semiconductor industries, potentially offering valuable strategic insights to Cisco.

Dr. Su will receive Cisco's standard compensation for non-employee directors, which includes a prorated annual cash retainer and a prorated initial equity award. Directors have the option to receive this compensation in cash, shares of Cisco common stock, or as deferred stock units, with potential additional fees for committee meetings.

The director indemnification agreement is a standard legal protection for board members. It ensures that Dr. Su, like other directors, will be held harmless and indemnified by Cisco against certain liabilities and expenses that may arise from her service as a director, to the extent permitted by law and Cisco's governing documents.