Kevin Weil
Director at CSCO
Board
About Kevin Weil
Kevin Weil (age 42) is an independent director of Cisco Systems, Inc., appointed in May 2025 and nominated for election at the December 16, 2025 Annual Meeting. He currently serves as Vice President, OpenAI for Science (previously Chief Product Officer at OpenAI, June 2024–October 2025), with prior senior product leadership roles at Planet Labs PBC (President, Product & Business, April 2021–May 2024), Meta/Instagram (VP Product, March 2016–April 2021), and Twitter (SVP Product). The Board highlights his deep expertise in AI and product innovation as a strategic fit for Cisco’s initiatives .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OpenAI | VP, OpenAI for Science | Current | AI governance expertise aligns with Cisco’s Public Policy oversight |
| OpenAI | Chief Product Officer | Jun 2024–Oct 2025 | Product innovation leadership |
| Planet Labs PBC | President, Product & Business | Apr 2021–May 2024 | Geospatial solutions; strategic product/business oversight |
| Meta Platforms / Instagram | VP Product; VP Product, Novi | Mar 2016–Apr 2021 | Consumer fintech (Novi) and social product scale |
| Twitter, Inc. | SVP Product | Prior to 2016 | Consumer platform product leadership |
External Roles
| Category | Organization | Role | Tenure |
|---|---|---|---|
| Public company board | None | N/A | N/A |
| Former public company boards (past 5 years) | None | N/A | N/A |
Board Governance
- Independence: The Board determined all directors other than Cisco’s CEO are independent under Nasdaq standards; Mr. Weil is listed as an independent director .
- Committee assignment: Public Policy Committee (member). In August 2025, Dr. Johnson left the committee and Mr. Weil joined; the committee held 4 meetings in fiscal 2025 .
- Committee remit (Public Policy): Reviews public policy matters including trade, supply chain, legislative/regulatory policy, and AI governance/policy; monitors external developments and Cisco’s Purpose-related reporting and charitable giving .
- Attendance: The Board held 6 meetings in fiscal 2025; all incumbent directors attended at least 75% of combined Board and committee meetings during their service period. Nine directors attended the prior annual meeting .
- Board refreshment and appointment: The Nomination & Governance Committee focuses on diverse skills and experiences; the Board appointed Mr. Weil in May 2025 upon the committee’s recommendation .
- Lead Independent Director structure: Robust role with agenda oversight, executive session leadership, and shareholder engagement responsibilities .
Fixed Compensation
| Program Element (FY2025) | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | 105,000 | Paid quarterly; directors may elect shares/DSUs in lieu of cash |
| Committee member retainer – Public Policy | 16,000 | FY2025 member fee; paid quarterly |
| Committee chair – Public Policy | 15,000 | FY2025 chair fee; not applicable to Weil |
| Governance cap on total director comp | 800,000 | Cash + equity cap per fiscal year |
| Kevin Weil – FY2025 Director Compensation | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Reported amounts | 21,399 | 143,568 | — | 164,967 |
| Cash deferral election detail | 21,357 (DSUs in lieu of cash) | — | — | — |
Additional FY2026 program changes (effective at the 2025 Annual Meeting):
- Annual equity grant increased to $270,000; chair retainers increased (Audit Chair to $45,000; Compensation/Nominating Chairs to $35,000; Public Policy Chair to $30,000) .
Performance Compensation
| Equity Award Type | Grant Date | Number of Shares | Grant-Date Fair Value ($) | Vesting | Form |
|---|---|---|---|---|---|
| Initial pro‑rated equity award (director onboarding) | May 12, 2025 | 2,328 | 143,568 | Fully vested | Deferred stock units; settles after leaving Board; dividend equivalents accrue |
| Annual equity grant (program level – FY2025) | Dec 9, 2024 | 4,156 (for continuing directors) | 244,996 | Fully vested | Shares or DSUs (election permitted) |
| Annual equity grant (program level – FY2026) | On 2025 Annual Meeting date | TBD (value-based) | 270,000 | Fully vested | Shares or DSUs; no changes to vesting/deferral mechanics |
Notes:
- No stock options were outstanding or awarded to non‑employee directors in FY2025; directors held no unvested stock awards as of July 26, 2025 .
- Dividend equivalents accrue on fully vested DSUs and settle in shares after service ends; no dividends paid on unvested awards .
- Director compensation is not tied to performance metrics (no PSUs/TSR metrics disclosed for directors) .
Other Directorships & Interlocks
| Topic | Disclosure |
|---|---|
| Compensation committee interlocks | None; no members were officers/employees and no relationships requiring Item 404 disclosure; no reciprocal executive board relationships |
| Commercial relationships reviewed in independence process | Board considered ordinary‑course relationships (e.g., Flex) for other directors; no relationships identified that impair independence for nominees including Weil |
Expertise & Qualifications
- The Board cites Mr. Weil’s deep expertise in AI and product innovation as adding valuable perspective to Cisco’s strategic initiatives .
- Committee service on Public Policy directly interfaces with AI governance and external policy trends affecting Cisco’s business and reputation .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent Owned |
|---|---|---|
| Kevin Weil | 4,313 | <1% |
Program features:
- Stock ownership guidelines for non‑employee directors: 5× annual cash retainer (value basis) with 5 years from appointment to attain; elections to receive shares/DSUs in lieu of cash facilitate ownership; such DSU/share elections do not count against the annual share grant limit .
- Anti‑pledging and anti‑hedging policies in place; no option repricing or cash‑out of underwater awards .
Governance Assessment
- Independence and conflicts: Mr. Weil is an independent director; no related‑party transactions or interlocks disclosed that would impair independent judgment. Independence determinations include review of commercial/charitable relationships, with none identified as impairing independence for nominees including Weil .
- Committee effectiveness: Placement on Public Policy is aligned to his AI expertise; the committee explicitly oversees AI governance/policy alongside broader public policy matters, a relevant strategic and reputational area for Cisco .
- Attendance and engagement: Board met 6 times in FY2025, and all incumbent directors met at least the 75% attendance threshold during their service periods; directors are encouraged to attend the annual meeting (nine did last year) .
- Pay structure and alignment: Compensation emphasizes fixed retainer plus fully‑vested equity; Weil elected DSUs in lieu of cash ($21,357), signaling ownership alignment. Governance cap ($800,000) and director ownership guidelines (5× retainer over 5 years) provide guardrails and alignment .
- Program changes: FY2026 adjustments increased equity and chair fees, maintaining market competitiveness while preserving vesting/deferral structure; no shift to performance‑based equity for directors, consistent with standard governance practice .
RED FLAGS
- None disclosed specific to Mr. Weil: no pledging/hedging, no option repricing, no related‑party transactions, and no director‑specific tax gross‑ups reported .
Upcoming governance milestone:
- Mr. Weil is among nine nominees up for election at the virtual Annual Meeting on December 16, 2025 (record date October 17, 2025) .