Marianna Tessel
Director at CSCO
Board
About Marianna Tessel
Independent Director of Cisco Systems, Inc. since 2021; age 57. Executive Vice President and General Manager, Small Business Group at Intuit; previously Intuit’s Chief Technology Officer (2019–2023) and senior leadership roles at Docker and VMware. Board independence affirmed (all directors other than the CEO are independent) and she joined Cisco’s Compensation and Management Development Committee in August 2025, signaling alignment with pay-for-performance oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Intuit Inc. | EVP & GM, Small Business Group | 2017–present | Technology and product leadership |
| Intuit Inc. | Executive Vice President & CTO | Jan 2019–Sep 2023 | Led engineering transformation |
| Docker Inc. | SVP Engineering; EVP Strategic Development | Not disclosed | Enterprise software/containerization expertise |
| VMware Inc. | VP Engineering | Not disclosed | Enterprise infrastructure software experience |
External Roles
| Organization Type | Role/Board | Tenure | Notes |
|---|---|---|---|
| Public Company Boards | None | — | No current or prior public company directorships in past 5 years |
| Operating Role | EVP & GM, Intuit Small Business Group | 2017–present | Current executive role at a large software company |
Board Governance
- Committee memberships: Compensation and Management Development Committee (member since Aug 2025; Chair: Daniel H. Schulman). Compensation Committee held 5 meetings in FY2025; Audit 12; Nomination & Governance 7; Public Policy 4 .
- Independence: Board determined all members other than CEO are independent; committee members meet additional Nasdaq independence standards .
- Attendance: The Board held 6 meetings in FY2025; all incumbent directors attended at least 75% of Board and applicable committee meetings; nine directors attended last year’s annual meeting .
- Compensation Committee interlocks: None; no related Insider Participation conflicts disclosed for committee members in FY2025 .
Fixed Compensation
| Component | FY2025 Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $135,630 | Reported for Tessel in FY2025 |
| Annual Cash Retainer (policy) | $105,000 | Standard non-employee director retainer |
| Compensation Committee Member Fee (policy) | $16,000 | Committee membership fee (non-chair) |
| Chair Fee (policy) | $20,000 (Comp Committee) | Increased to $35,000 effective 2025 Annual Meeting (FY2026 program) |
Program features:
- Retainer and committee cash fees paid quarterly; directors may elect to receive fully vested shares or deferred stock units (DSUs) in lieu of cash .
- Stock ownership guideline for non-employee directors: at least 5× the annual cash retainer within five years of appointment; flexible deferral to facilitate ownership .
Performance Compensation
| Grant Date | Instrument | Shares/Units | Grant-Date Fair Value (USD) | Vesting |
|---|---|---|---|---|
| Dec 9, 2024 | Fully vested shares | 4,156 | $244,996 | Immediate vesting under director annual grant |
| FY2026 Program Change | Annual equity grant policy | — | $270,000 | Effective at 2025 Annual Meeting for elected directors |
Key features:
- Annual equity grants are full-value, immediate-vesting shares (or DSUs at director election), with dividend equivalents on DSUs accruing and settling in shares only after leaving the Board; no options issued to directors in FY2025 .
- Governance cap: total annual director cash+equity compensation limited to $800,000 .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | None |
| Prior public boards (past 5 yrs) | None |
| Committee interlocks | None reported for FY2025 Compensation Committee |
| Related-party transactions | Only Flex relationships exceeded 1% of recipient revenues; no Intuit-related transactions flagged; overall independence affirmed |
Expertise & Qualifications
- Deep enterprise software and engineering background; transformational technology leadership; product execution experience relevant to Cisco’s software, subscription and AI-linked strategy .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding | Unvested Awards | Notes |
|---|---|---|---|---|
| Marianna Tessel | 33,031 | <1% | None as of July 26, 2025 | Beneficial ownership per Aug 28, 2025; directors held no unvested stock awards in FY2025 |
Policies shaping alignment:
- Anti-hedging and anti-pledging: Employees and Board members prohibited from hedging and pledging Cisco securities; no dividends paid/settled on unvested awards .
- Non-employee director stock ownership guideline: ≥5× annual cash retainer; five-year attainment period .
Governance Assessment
- Strengths: Independent director with relevant software/engineering expertise; member of Compensation Committee effective Aug 2025; robust director pay structure emphasizing equity ownership; strong anti-hedging/anti-pledging and clawback regime; Board-wide attendance at least 75% .
- Alignment: Annual equity grants and stock ownership guidelines support “skin-in-the-game”; ability to elect DSUs further aligns long-term interests .
- Shareholder signals: Cisco’s FY2025 say-on-pay approval ~77% (up from ~75%), indicating improving investor support for compensation practices overseen by the Compensation Committee .
- Conflicts/RED FLAGS: No compensation interlocks; no related-party transactions involving Tessel disclosed; no hedging/pledging permitted. No red flags identified from proxy disclosures .
Overall, Tessel’s technology-operating pedigree and Compensation Committee role are positives for board effectiveness and investor confidence. Her compensation is standard and equity-heavy, with clear governance safeguards, and her beneficial ownership and policies indicate alignment without hedging/pledging risks .