John Harris II
About John D. Harris II
John D. Harris II, age 64, has served on Cisco’s Board since 2021 and is currently an independent director and member of the Audit Committee. He spent a 37‑year career at Raytheon, culminating as Vice President of Business Development and CEO of Raytheon International (2013–2020), and previously held senior leadership roles across operations, contracts, intelligence services, and technical services; he was honored with the Black Engineer of the Year Award in 2010 . The Board has affirmatively determined he is independent under Nasdaq rules; each Audit Committee member (including Harris) is designated an “audit committee financial expert” and meets Nasdaq independence standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Raytheon Company | Vice President, Business Development | Sep 2013–Apr 2020 | Led global business development; CEO of Raytheon International, Inc. |
| Raytheon International, Inc. | Chief Executive Officer | Sep 2013–Apr 2020 | Ran international operations and government relations |
| Raytheon (Intelligence, Information and Services) | General Manager | Not disclosed (within 1983–2013) | P&L and operational leadership |
| Raytheon Technical Services Company | President | Not disclosed (within 1983–2013) | Services leadership; contracts and supply chain oversight |
| Raytheon (Electronic Systems) | VP, Operations & Contracts | Not disclosed (within 1983–2013) | Operations/contracts leadership |
| Raytheon (Gov’t & Defense businesses) | VP, Contracts | Not disclosed (within 1983–2013) | Gov’t contracting expertise |
| Raytheon Company | VP, Contracts & Supply Chain | Not disclosed (within 1983–2013) | Supply chain governance; contracting |
Harris joined Raytheon in 1983 and held various leadership positions across operations, contracts, business units, and international business prior to 2013 .
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Exxon Mobil Corporation | Director | Not disclosed | Not disclosed in CSCO proxy |
| Flex Ltd. | Director | Not disclosed | Not disclosed in CSCO proxy |
| Kyndryl Holdings, Inc. | Director | Not disclosed | Not disclosed in CSCO proxy |
Board Governance
- Committees: Audit (member throughout FY2025); Compensation & Management Development (member through August 2025, then left) .
- Meeting cadence: Board held 6 meetings in FY2025; Audit Committee held 12; Compensation Committee held 5 .
- Attendance/engagement: All incumbent directors attended ≥75% of Board and applicable committee meetings; 9 directors attended last year’s annual meeting .
- Independence: Board determined Harris and all committee members are independent; Audit Committee members designated “audit committee financial experts” .
Fixed Compensation
| Fiscal Year | Cash Retainer ($) | Committee Member Fees ($) | Chair/Lead Fees ($) | Total Cash Paid ($) |
|---|---|---|---|---|
| FY2025 Program (Structure) | 105,000 | Audit member: 32,000; Compensation member: 16,000; Nom & Gov member: 12,000; Public Policy/Acquisition member: 16,000 | Audit Chair: 30,000; Comp or Nom & Gov Chair: 20,000; Public Policy Chair: 15,000; Lead Independent Director: 75,000 | Paid quarterly, pro‑rated for changes |
| FY2025 – John D. Harris II (Actual) | — | — | — | 152,584 (Fees Earned or Paid in Cash) |
FY2026 changes approved: annual equity grant increased to $270,000; Audit Chair retainer to $45,000; Comp/Nom & Gov Chair to $35,000; Public Policy Chair to $30,000 (effective at the 2025 Annual Meeting) .
Performance Compensation
| Fiscal Year | Grant Date | Instrument | Shares/Units | Grant Date Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|---|---|
| FY2025 Annual Grant | Dec 9, 2024 | Fully vested shares | 4,156 | 244,996 | Immediate vest | Applies to non‑employee directors elected at 2024 Annual Meeting; no unvested stock awards outstanding as of Jul 26, 2025 |
| FY2025 Policy | — | Annual equity grant | — | 245,000 | Immediate vest | Election available to take fully vested deferred stock units (DSUs) in lieu of shares; dividend equivalents accrue on DSUs and settle in shares upon leaving Board |
| FY2025 Options | — | — | — | — | — | No stock options were outstanding or awarded to non‑employee directors in FY2025 |
Directors may elect equity in lieu of some or all cash retainers (up to 100%); DSUs accrue dividend equivalents but none paid on unvested awards; anti‑repricing and $800,000 annual cap (cash+equity) for any non‑employee director under the Amended Stock Plan .
Other Directorships & Interlocks
| External Company | Relationship to Cisco | Materiality | Board Determination |
|---|---|---|---|
| Flex Ltd. | Ordinary course commercial relationships; Cisco payments to Flex exceeded 1% of Flex annual revenues in each of the past three fiscal years | >1% of recipient revenues | Nomination & Governance Committee reviewed; Board determined independence maintained under Nasdaq subjective and objective tests |
| Exxon Mobil Corporation | Not disclosed | Not disclosed | Board affirmatively determined independence overall |
| Kyndryl Holdings, Inc. | Not disclosed | Not disclosed | Board affirmatively determined independence overall |
Note: Michael D. Capellas previously served on Flex’s board until Aug 2024, creating a historical interlock; independence maintained .
Expertise & Qualifications
- Designated audit committee financial expert; deep finance, internal controls, risk oversight experience via Audit Committee membership .
- Extensive leadership in sales/marketing, supply chain, international business, government relations; experience across technology and manufacturing industries .
- Recognized engineering and leadership credentials (2010 Black Engineer of the Year Award) .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding | Notes |
|---|---|---|---|
| John D. Harris II | 24,834 | <1% | Beneficial ownership as of Aug 28, 2025; includes shares acquirable within 60 days |
| Non‑Employee Director Stock Ownership Guidelines | Value ≥ 5x annual cash retainer | — | Five‑year period to attain; directors can elect shares/DSUs in lieu of cash to facilitate ownership; shares taken in lieu of cash do not count against annual grant limits |
| Hedging/Pledging | Prohibited | — | Directors prohibited from hedging or pledging Cisco securities; no dividends/dividend equivalents paid or settled on unvested awards |
Governance Assessment
- Committee effectiveness: Harris served on Audit throughout FY2025 and briefly on Compensation through Aug 2025, aligning his Raytheon operations/contracting background with financial oversight and human capital governance; Audit members are all financial experts, enhancing committee robustness .
- Independence with related‑party exposure: Cisco’s payments to Flex exceeded 1% of Flex’s revenues; the Board reviewed and retained independence determinations under Nasdaq standards, but the Flex relationship is a monitored interlock to watch for potential conflicts in supply chain decisions. RED FLAG: Commercial ties exceed 1% threshold, though policy and committee oversight mitigate risk .
- Alignment and incentives: Non‑employee director compensation emphasizes equity via fixed‑value, fully vested grants; Harris received $244,996 equity and $152,584 cash in FY2025, with no options. Immediate vesting and ability to elect DSUs facilitate ownership but provide limited performance linkage; anti‑hedging/anti‑pledging and 5x retainer ownership guidelines strengthen alignment .
- Attendance/engagement: Board and committees met regularly (Board: 6; Audit: 12; Comp: 5) and all incumbents met ≥75% attendance; Harris’s committee roles indicate consistent engagement with financial reporting, risk management (incl. cybersecurity), and executive compensation oversight .
Overall signal: Harris brings substantial operational, contracting, and international experience to financial oversight and compensation governance. Monitor Flex interlocks and ongoing committee assignments for conflicts; current policies (related‑party review, anti‑hedging/pledging, ownership guidelines) provide meaningful safeguards .