Dev Stahlkopf
Executive Vice President and Chief Legal Officer at CSCO
Executive
About Dev Stahlkopf
Executive Vice President and Chief Legal Officer at Cisco since August 2, 2021, responsible for legal strategy across AI, IP, privacy/security, internet governance, cross-border data, geopolitics, and public policy . Previously Microsoft’s General Counsel and Corporate Secretary; earlier practiced at Perkins Coie and Cooley Godward . Education: JD (University of Arizona), MA Philosophy (Duke), BA English & Philosophy (University of Washington) . Company performance highlights relevant to pay-for-performance: FY2025 revenue $56.7B (+5% YoY), operating income $19.5B (+6%), profit before taxes $18.6B (flat); 1-year TSR 47%, 3-year TSR 66% (to FY2025) . Age reference: 51 in 2021 per SEC filing .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Microsoft | Corporate Vice President, General Counsel & Corporate Secretary, Corporate, External & Legal Affairs | 2018–2021 | Led Microsoft’s corporate legal and governance functions, bringing large-scale software, transformation, and operational excellence experience . |
| Microsoft | Vice President & Deputy General Counsel; Associate General Counsel | 2010–2018 | Senior leadership across employment law and broader legal operations at Microsoft . |
| Perkins Coie | Attorney (Employment & Labor law) | Prior to Microsoft | Specialized employment and labor law; foundation for corporate counsel leadership . |
| Cooley Godward | Attorney (Corporate & Technology transactions) | Prior to Microsoft | Corporate and technology transactions expertise supporting tech-sector legal strategy . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| NextEra Energy | Board of Directors | Current | Public company board role; governance and technology trust initiatives . |
| Business Software Alliance (BSA) | Board Member | Current | Advances policies to build trust in technology . |
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Salary ($) | 705,769 | 728,269 | 732,875 |
| All Other Compensation ($) | 15,525 | 66,961 | 132,689 |
| Notes (perquisites) | — | — | Includes cyber/digital security and limited spouse travel expenses for required business trips; Cisco provides security for executives and family when recommended . |
Performance Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Stock Awards ($) | 7,564,618 | 10,941,885 | 13,300,768 |
| Non-Equity Incentive Plan Compensation ($) | 1,957,945 | 759,745 | 1,660,402 |
| Annual Cash Incentive Design | Revenue + Operating Income (90%) and Purpose factor (10%) | Revenue + Operating Income (90%) and Purpose factor (10%) | Revenue + Profit Before Taxes (90%) and Purpose factor (10%) |
| FY2025 Annual Incentive Inputs | Base salary $732,875; Target award 160%; CPF 1.44; Purpose factor 1.20; Payment $1,660,402 |
FY2025 Equity Awards (Grant September 19, 2024)
| Award Type | Count | Accounting/Target Value ($) | Structure |
|---|---|---|---|
| Target PRSUs | 77,598 | 4,250,042 | 3-year performance period FY2025–FY2027; operating income goal; +/-20% Relative TSR modifier vs S&P 500; TSR modifier capped at target if absolute TSR is negative . |
| Time-Based RSUs | 82,621 | 4,250,024 | Time-based RSUs with dividend equivalents that accrue and settle only upon vesting . |
PRSU Earnout from FY2023 Grants (Performance period FY2023–FY2025)
| Metric | Target PRSUs | Earned PRSUs | Notes |
|---|---|---|---|
| FY2023 PRSU payout | 100,378 | 138,959 | Earned at 138% of target; Operating income/cash flow/EPS average multiplier 116%; Relative TSR modifier 119%; settlement subject to continued employment and potential committee adjustment; scheduled settlement date Nov 10, 2025 . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Aug 28, 2025) | 4,482 shares; less than 1% of shares outstanding . |
| Unvested RSUs (selected grants) | Examples include 84,869 (grant 09/19/24; $5,829,652 market value) and multiple prior grants listed in Outstanding Equity Awards table . |
| Unearned PRSUs outstanding | 157,442 (FY2023/24 cycles) and 159,738 (FY2024/25 cycles) with payout values shown in table . |
| Stock Ownership Guidelines | 4x base salary for executive officers; 25% net-share holding requirement until guideline met; as of Oct 17, 2025, all executives exceed or are on track to comply . |
| Hedging/Pledging | Prohibited; broad anti-hedging and anti-pledging policies; no dividends paid or equivalents settled on unvested awards . |
| Deferred Compensation | FY2025: $1,240,590 deferred under 2005 Stock Incentive Plan; aggregate balance $1,465,295; additional aggregate balance $858,477 under Deferred Compensation Plan . |
Employment Terms
| Provision | Terms |
|---|---|
| Employment/Severance Agreements | Cisco states none of its executive officers have employment, severance, or change-in-control agreements (Steele had a special legacy arrangement due to Splunk acquisition; not applicable to Dev) . |
| Change-in-Control (CIC) Mechanics | No single-trigger vesting; awards accelerate only if not assumed/replaced by acquirer; plan prohibits repricing; CIC award treatment detailed in plan Sections 12 and Vesting Acceleration . |
| Potential Payments (Dev) | CIC (awards not assumed): $36,640,411; Death/Terminal Illness: $21,925,278; Retirement: not shown/— (hypothetical values using $68.69 FY2025 year-end price) . |
| Clawback | Policy updated to comply with SEC rules; applies to qualifying cash and equity incentive awards received on/after Oct 2, 2023; award forfeiture for detrimental activities/misconduct . |
| Dividends | No dividends/dividend equivalents paid or settled on unvested awards . |
| Tax Gross-ups | No golden parachute excise tax gross-ups . |
Investment Implications
- Compensation alignment: Pay mix emphasizes equity and performance; FY2025 EIP payout at ~142% of target driven by above-target revenue/PBT and Purpose scores; long-term PRSUs earned at 138% for FY2023 cycle, consistent with pay-for-performance structure .
- Retention and selling pressure: Significant unvested RSUs and the scheduled PRSU settlement on November 10, 2025 may lead to withholding-related share sales around vest dates; anti-hedging/pledging policies and holding requirements mitigate misalignment risk .
- Change-in-control exposure: Material acceleration value if awards are not assumed (CIC), but no single-trigger vesting and robust clawback/ownership policies reduce governance risk .
- Track record and execution: FY2025 company metrics improved YoY and 3-year TSR of 66% supports realized value outcomes under PRSUs; legal leadership spans AI governance and large-scale integrations (e.g., Splunk) per proxy narrative .
Overall, Stahlkopf’s incentives are linked to multi-year operating income and relative TSR, with strong governance guardrails (no hedging/pledging, clawbacks, no single-trigger CIC), suggesting solid alignment with shareholder value creation and moderate near-term vesting-related supply risk around scheduled settlements **[858877_0000858877-25-000150_csco-20251027.htm:56]** **[858877_0000858877-25-000150_csco-20251027.htm:48]** **[858877_0000858877-25-000150_csco-20251027.htm:61]**.