| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of Director
On August 24, 2022, the Board of Directors (the “Board”) of Cisco Systems, Inc. (“Cisco”) appointed Sarah Rae Murphy, former Chief Procurement Officer and Senior Vice President of Global Sourcing of United Airlines Holdings, Inc., as a member of the Board effective August 24, 2022. Ms. Murphy was also appointed to serve as a member of the Audit Committee of the Board.
In connection with her service as a director, Ms. Murphy will receive Cisco’s standard non-employee director cash and equity compensation. Ms. Murphy will receive a pro rata portion of the $80,000 annual cash retainer, paid quarterly in arrears, for her service through the remaining portion of the year ending at Cisco’s 2022 annual meeting of stockholders (“2022 Annual Meeting”). She also will receive a pro rata portion of the Audit Committee member annual cash retainer fee, paid quarterly in arrears, for service on the Audit Committee through the remaining portion of the year ending at the 2022 Annual Meeting. Non-employee directors may instead elect to receive the annual cash retainer, committee cash retainer fees or other cash fees in fully vested shares of Cisco common stock, fully vested deferred stock units that would be settled in shares after the non-employee director leaves the Board, or a deferred cash payment under the Cisco Systems, Inc. Deferred Compensation Plan. Upon her appointment, pursuant to the Board’s equity grant policy for non-employee directors, Ms. Murphy automatically received a fully vested initial non-employee director equity award under Cisco’s 2005 Stock Incentive Plan with a grant date fair value equal to a pro rata portion of $245,000 based on the portion of the year of her board service. Non-employee directors may elect to defer receipt of the equity award such that the award would be settled in shares after the non-employee director leaves the Board. Non-employee directors are also eligible to participate in Cisco’s charitable matching gifts program to the same extent as all Cisco employees (for calendar year 2022, the maximum match amount is $25,000).
In connection with her appointment, Ms. Murphy also entered into Cisco’s standard form of Indemnity Agreement with Cisco which provides for indemnification of an indemnitee to the fullest extent permitted by law. The foregoing description of the Indemnity Agreement does not purport to be complete and is qualified in its entirety by the full text of the form of Indemnity Agreement, which was filed with the Securities and Exchange Commission on January 25, 2021 as Exhibit 10.1 to Cisco’s Current Report on Form 8-K.
