Mark Garrett
Director at CSCO
Board
About Mark Garrett
Mark Garrett (age 67) has served on Cisco’s Board since 2018 and is an independent director with deep finance and accounting expertise; he chairs the Audit Committee and serves on the Nomination and Governance Committee . He is former EVP & CFO of Adobe (2007–2018) and previously held CFO roles at EMC’s Software Group and Documentum, and he is currently a Senior Advisor at Permira, giving him extensive experience in business model transitions and cloud/software economics . The Board has affirmatively determined he is independent; Audit Committee members (including Garrett) are designated “audit committee financial experts” under Regulation S‑K . Education is not disclosed in the proxy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Adobe Systems Incorporated | Executive Vice President & Chief Financial Officer | Feb 2007 – Apr 2018 | Led transition to subscription/software model; finance leadership |
| EMC Corporation (Software Group) | Senior Vice President & Chief Financial Officer | Jan 2004 – Feb 2007 | Finance leadership in software segment |
| Documentum, Inc. | Executive Vice President & Chief Financial Officer | Aug 2002 – Jan 2004; 1997 – 1999 | Finance leadership through acquisition by EMC |
| Permira | Senior Advisor | Since Jun 2021 | Private equity advisory; technology/finance expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GoDaddy Inc. | Director | Not disclosed | Not disclosed in Cisco proxy |
| Snowflake Inc. | Director | Not disclosed | Not disclosed in Cisco proxy |
| NightDragon Acquisition Corp. | Former Director | Ended 2022 | Not disclosed |
| Pure Storage, Inc. | Former Director | Ended 2021 | Not disclosed |
Board Governance
- Committee assignments: Audit Committee (Chair) and Nomination & Governance Committee member; Audit held 12 meetings in FY2025 (members: Garrett, John D. Harris II, Sarah Rae Murphy), Nomination & Governance held 7 meetings (Capellas chair; Garrett, Schulman members) .
- Independence/attendance: All directors other than the CEO are independent; all incumbent directors attended at least 75% of aggregate Board/committee meetings; nine directors attended last year’s annual meeting .
- Audit Committee authority: Oversees external auditor, internal controls, financial reporting, cybersecurity/data protection, related-party transactions, capital allocation, investment policy, ERM coordination; each member is an “audit committee financial expert” .
- Audit Committee Report: Garrett signed the committee’s report recommending inclusion of Cisco’s FY2025 audited financials in the Form 10‑K .
Fixed Compensation
| Component | FY2025 Terms | Amounts for Garrett (FY2025) |
|---|---|---|
| Annual cash retainer | $105,000 | Included in cash total |
| Audit Chair fee | $30,000 | Included in cash total |
| Committee membership fees | Audit member: $32,000; Nom & Gov member: $12,000 | Included in cash total |
| Annual equity grant (fully vested shares/DSUs) | $245,000 grant date fair value | $244,996 |
| Other compensation | Charitable match up to $25,000 (program cap; not all directors use) | $0 for Garrett |
Director Compensation (FY2025 actuals):
| Name | Cash Fees ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| Mark Garrett | 194,470 | 244,996 | — | 439,466 |
FY2026 changes approved: annual director equity grant increased to $270,000; Audit Chair fee to $45,000; Compensation/Nom & Gov Chair to $35,000; Public Policy Chair to $30,000 (no other significant changes) .
Performance Compensation
| Element | Structure | Metrics/Conditions |
|---|---|---|
| Annual director equity | Fully vested shares or fully vested DSUs at grant; fixed-value policy | No performance conditions; immediate vesting; if DSUs elected, dividend equivalents accrue and settle in shares after leaving Board; no dividends paid on unvested awards; no options outstanding/awarded to non‑employee directors in FY2025 |
No director performance metrics (e.g., revenue/EPS/TSR) are tied to non‑employee director pay; awards are full‑value, immediately vested shares/DSUs .
Other Directorships & Interlocks
| Director | Current External Public Boards | Potential Interlocks/Transactions |
|---|---|---|
| Mark Garrett | GoDaddy Inc.; Snowflake Inc. | Cisco disclosed transactions exceeding 1% of recipient revenues only with Flex (boards: Harris current; Capellas former); no specific related-party transaction disclosures for Garrett beyond general independence review . |
- Compensation Committee interlocks: Cisco reported no compensation committee interlocks/insider participation in FY2025; no Item 404 relationships for comp committee members .
Expertise & Qualifications
- Financial/accounting leadership (Adobe CFO; EMC/Documentum CFO); experience in product and business model transition to cloud/subscription .
- Audit committee financial expert designation; risk oversight including cybersecurity/data protection and capital allocation oversight through Audit Committee chair role .
- Public company board experience (GoDaddy, Snowflake) .
Equity Ownership
| Holder | Beneficial Shares | % of Outstanding | Notes |
|---|---|---|---|
| Mark Garrett | 36,928 | <1% | Counts shares/rights exercisable within 60 days; DSU accruals settle post‑service |
- Director stock ownership guideline: at least 5× annual cash retainer ($105,000) with a 5‑year compliance window; directors may elect to receive retainers as fully vested shares or DSUs to facilitate ownership .
- Indicative compliance capacity: 5× retainer = $525,000; using Cisco’s Aug 28, 2025 price of $69.43, this equates to ~7,560 shares; Garrett’s beneficial holdings (36,928) are worth roughly >$2.5 million at that price, suggesting ownership capacity well above guideline threshold (compliance status not individually disclosed) .
Governance Assessment
- Strengths
- Independent director serving as Audit Committee Chair with “financial expert” status; robust remit over auditor selection, internal controls, cybersecurity/data protection, ERM, capital allocation, and related‑party transactions .
- Board independence and attendance thresholds met; strong lead independent director structure and regular executive sessions of independent directors .
- Stock ownership guidelines and holding requirements; anti‑hedging/anti‑pledging policy; no single‑trigger CIC vesting; no option repricing; director compensation capped by governance limit ($800,000) .
- Potential risks/monitoring points
- Multiple external public company boards (GoDaddy, Snowflake) necessitate continued monitoring for time commitments and any evolving commercial relationships; Cisco’s independence review found no Garrett‑specific relationships requiring disclosure .
- FY2026 increases to director equity and chair fees are moderate and remain within governance limits; continued benchmarking and shareholder engagement in place .
No RED FLAGS identified specific to Garrett in the proxy: no related‑party transactions requiring Item 404 disclosure, no hedging/pledging permitted, no tax gross‑ups, no option repricing, and strong committee oversight .