Kristina Johnson

About Kristina M. Johnson

Independent director at Cisco Systems, Inc. since 2012; age 68. Former President of The Ohio State University (Sep 2020–May 2023), Chancellor of SUNY (Sep 2017–Aug 2020), U.S. Undersecretary of Energy (May 2009–Oct 2010), with prior senior roles at Johns Hopkins and Duke; Stanford-trained electrical engineer (B.S., M.S., Ph.D.) and recognized technologist (National Inventors Hall of Fame; National Academy of Engineering; 2025 National Medal of Technology and Innovation). Currently Managing Partner at Catalyzer Ventures (since May 2025) and CEO of Johnson Energy Holdings, LLC (since May 2024) .

Past Roles

External Roles

Board Governance

• Independence: The Board affirmed that all directors other than the CEO are independent under Nasdaq standards; Johnson is independent .
• Committee assignments (FY2025): Member, Compensation and Management Development Committee (5 meetings in FY2025); Member, Public Policy Committee (4 meetings) through Aug 2025; left Public Policy Committee in Aug 2025 when Kevin Weil joined .
• Compensation Committee report signatory: Johnson is listed as a member on the Compensation Committee Report for the 2025 Proxy .
• Board/committee attendance: In FY2025, the Board held six meetings and all incumbent directors attended at least 75% of Board and committee meetings on which they served; nine directors attended the prior annual meeting .
• Lead Independent Director structure and independent executive sessions are in place (context for board effectiveness) .

Committee Memberships (FY2025)

Fixed Compensation

• Program structure (FY2025): Annual cash retainer $105,000; committee member fees $16,000 (Compensation/Public Policy), $12,000 (Nomination & Governance), $32,000 (Audit); chair fees $30,000 (Audit), $20,000 (Compensation/Nomination), $15,000 (Public Policy); Lead Independent Director $75,000 .
• Equity: Annual fully vested stock grant with fixed grant‑date fair value $245,000 (directors can elect fully vested DSUs in lieu); initial pro‑rated grant for new directors .
• Governance limit: Total director cash + equity capped at $800,000 per fiscal year .
• Ownership guidelines: Minimum holdings equal to 5× annual cash retainer; five-year compliance window; anti-hedging and anti‑pledging policies apply to directors .

FY2025 Director Compensation – Kristina M. Johnson

FY2025 Director Fee Schedule (for context)

• FY2026 updates: Annual equity grant increased to $270,000; chair fees increased to $45,000 (Audit) and $35,000 (Compensation/Nomination); Public Policy chair to $30,000; other terms unchanged .

Performance Compensation

• Director equity grants are full‑value, fully vested at grant; directors may elect DSUs that settle after service; there are no performance‑conditioned metrics tied to director awards .
• Anti‑hedging/anti‑pledging: Directors prohibited from hedging or pledging Cisco securities .

Director Equity Grant Features (FY2025 → FY2026)

Other Directorships & Interlocks

• Independence review considered outside affiliations; the proxy discloses specific ordinary‑course relationships exceeding 1% of revenues for Flex (Harris/Capellas), but does not identify any such relationships for Johnson or her other boards; Board concluded independence under Nasdaq standards .

Expertise & Qualifications

• Deep engineering and technology expertise (liquid‑crystal on silicon micro‑displays, polarization optics, imaging; commercialized via ColorLink enabling modern 3D cinema) with premier technical recognition (National Inventors Hall of Fame; National Academy of Engineering; National Academy of Inventors; John Fritz Medal; 2025 National Medal of Technology and Innovation) .
• Extensive leadership across academia, government, and industry; strategic experience relevant to compensation oversight and public policy (human capital, technology governance) .

Equity Ownership

Insider Trades

• Section 16 compliance: The company reports directors and executive officers filed required ownership reports timely in FY2025, with late filings noted only for two non-director individuals (Tuszik; Patterson); no late filings identified for Johnson .
• No Form 4 transaction details for Johnson are summarized in the proxy; additional Form 4 data not disclosed here .

Governance Assessment

• Independence and committee roles: Johnson is an independent director serving on the Compensation Committee, participating in executive pay oversight with an independent consultant (Exequity) and robust pay‑for‑performance governance; she left the Public Policy Committee in Aug 2025, reducing potential overlap across policy and pay committees; no Item 404 related‑party conflicts disclosed for Johnson .
• Engagement and attendance: Board met six times; all incumbent directors met or exceeded 75% combined attendance at Board and committees, supporting active oversight; annual meeting attendance was strong across the Board .
• Alignment: Director equity is fully vested but combined with strict stock ownership guidelines (5× retainer), anti‑hedging/pledging prohibitions, and governance limits ($800k cap), supporting alignment while mitigating pay risk; Johnson’s FY2025 compensation totaled $412,374 with $244,996 equity value and $30,750 charitable match, consistent with program norms .
• Board refreshment: Johnson is below the age threshold requiring special consideration (policy considers 72+), and overall Board refreshment remains active (average tenure ~6.9 years; multiple independent directors added since 2021), mitigating entrenchment concerns; Board policy caps non‑employee director tenure at 20 years absent special circumstances .

RED FLAGS: None disclosed specific to Johnson. No related‑party transactions, no hedging/pledging, no late Section 16 filings, and compensation conforms to governance limits .