Michael Capellas

About Michael D. Capellas

Michael D. Capellas, age 71, has served on Cisco’s Board since 2006 and is the Lead Independent Director, chairing the Nomination and Governance Committee and serving on the Public Policy Committee. His background includes CEO roles at Compaq, MCI/WorldCom, First Data, and VCE, as well as President of Hewlett‑Packard; he currently leads Capellas Strategic Partners (since November 2012), bringing deep experience in strategic product development, business development, sales, marketing, and finance to Cisco’s Board . As Lead Independent Director, he presides over executive sessions, sets agendas, liaises with the Chair/CEO, and oversees board and CEO performance evaluations—key responsibilities that bolster board effectiveness and investor confidence .

Past Roles

Organization	Role	Tenure	Committees/Impact
Capellas Strategic Partners	Founder & CEO	Nov 2012–present	Private advisory leadership
VCE Company, LLC	Chair of Board; CEO	Chair Jan 2011–Nov 2012; CEO May 2010–Sep 2011	Led joint venture in converged infrastructure
First Data Corporation	Chair & CEO	Sep 2007–Mar 2010	Oversaw transformation at payments leader
MCI, Inc. (formerly WorldCom)	CEO; Chair of Board (WorldCom); Director (MCI)	CEO Nov 2002–Jan 2006; Chair Nov 2002–Mar 2004; Director until Jan 2006	Exited upon Verizon acquisition
Hewlett‑Packard Company	President	May 2002–Nov 2002	Post‑Compaq merger integration
Compaq Computer Corporation	President & CEO; Chair	CEO Jul 1999–May 2002; Chair Sep 2000–May 2002; earlier CIO/COO	Led pre‑merger operations and strategy

External Roles

Company	Role	Tenure/Status	Committees/Notes
Cellebrite DI Ltd.	Director	Current (as of 2025 proxy)	Public company directorship
The Beauty Health Company	Director	Former; ended 2025	Former public company board (last 5 years)
Flex Ltd.	Director	Former; ended 2024	Former public company board; Cisco has ordinary course relationships with Flex
Elliott Opportunity II Corp.	Director	Former; ended 2023	Former public company board (SPAC)

Board Governance

Roles and Committees: Lead Independent Director; Chair, Nomination and Governance Committee; Member, Public Policy Committee .
Lead Independent Director responsibilities include calling meetings of independent directors, presiding at executive sessions, agenda review/approval, liaison with Chair/CEO, and leading annual evaluations of the Board, committees, and CEO—enhancing oversight and independence .
Attendance and Meetings: In fiscal 2025, the Board held six meetings; all incumbent directors attended at least 75% of the aggregate Board and committee meetings during their service; nine directors attended the prior annual meeting .
Committee Meetings: Nomination and Governance (7 meetings; members: Capellas (Chair), Garrett, Schulman) ; Public Policy (4 meetings; members during fiscal 2025 included Bush (Chair), Capellas, Johnson; Weil joined Aug 2025) .
Independence: The Board determined all directors other than Cisco’s CEO (Robbins) are independent under Nasdaq standards; this includes committee independence (Audit, Compensation, Nominating & Governance). They reviewed outside relationships—including Cisco’s ordinary course relationships with Flex (where Capellas served until Aug 2024)—and still affirmed independence; payments by Cisco to Flex exceeded 1% of Flex’s annual revenues in each of the past three fiscal years, a notable interlock flagged and evaluated .

Fixed Compensation

Fiscal Year	Fees Earned or Paid in Cash ($)	Stock Awards ($)	All Other Compensation ($)	Total ($)
2025	243,337	244,996	25,000 (charitable matching program)	513,333

Program Structure (FY2025): Annual cash retainer $105,000; Lead Independent Director additional $75,000; committee chair fees—Audit $30,000; Compensation $20,000; Nomination & Governance $20,000; Public Policy $15,000; committee member fees—Audit $32,000; Compensation/Acquisition/Public Policy $16,000; Nomination & Governance $12,000; payable quarterly with optional share/DSU election in lieu of cash .
Effective at 2025 Annual Meeting (FY2026 changes): Annual equity grant increased to $270,000; Audit chair fee to $45,000; Compensation and Nomination & Governance chair fee to $35,000; Public Policy chair fee to $30,000 .

Performance Compensation

Item	Value/Terms
Annual Equity Grant (FY2025 policy)	Fully vested shares; fixed value $245,000; DSU election permitted; dividend equivalents accrue on vested DSUs and settle in shares post‑board service
FY2025 Grant Detail	4,156 fully vested shares issued on Dec 9, 2024 to each non‑employee director elected at 2024 Annual Meeting
Options	None outstanding or awarded to non‑employee directors in FY2025
Equity Plan Governance	Director compensation capped by governance limit of $800,000; plan permits in‑lieu elections of stock/DSUs for cash retainers

No director performance metrics (e.g., TSR, revenue, EBITDA) are tied to non‑employee director equity grants; awards are fully vested at grant by policy .

Other Directorships & Interlocks

Company	Relationship to Cisco	Interlock/Transaction Note
Flex Ltd.	Ordinary course commercial relationships	Payments by Cisco to Flex exceeded 1% of Flex’s annual revenues in each of the past three fiscal years; Capellas served on Flex’s board until Aug 2024; independence affirmed after review
Cellebrite DI Ltd.	No specific Cisco transaction disclosed	Current outside directorship; no related‑party transaction noted in proxy
The Beauty Health Company; Elliott Opportunity II Corp.	None disclosed	Former directorships; no related‑party transactions disclosed regarding Capellas

Expertise & Qualifications

Executive leadership across large, global technology organizations; expertise in strategic product development, business development, sales, marketing, and finance; public company outside director experience .
Board‑level leadership at Cisco, including prior chairs of the Acquisition and Finance Committees, considered in his appointment as Lead Independent Director to provide balance in Cisco’s leadership structure .

Equity Ownership

As of Aug 28, 2025	Beneficial Shares Owned	Percent of Shares Outstanding	Notes
Michael D. Capellas	169,887	<1% (*)	Beneficial ownership includes rights to acquire within 60 days; shares outstanding 3,953,196,953

Director Stock Ownership Guidelines: Minimum holding equal to 5× the regular annual cash retainer ($105,000), with a five‑year compliance period; directors may elect shares/DSUs in lieu of cash to facilitate ownership; anti‑pledging and anti‑hedging policies apply at Cisco .

Governance Assessment

Strengths: Robust Lead Independent Director role with agenda control and executive session oversight enhances board independence and accountability; Capellas’ extensive technology and operating experience supports strategic oversight; committees are fully independent; attendance thresholds met; director ownership guidelines and anti‑pledging/hedging policies reinforce alignment .
Compensation Signals: Director pay emphasizes equity with immediate vesting, optional deferral to DSUs, and governance caps; FY2026 adjustments (higher equity grant and chair retainers) align with peer competitiveness while maintaining structured limits—no options granted to directors in FY2025 (reduces risk of repricing optics) .
Conflicts/Interlocks: Historical Flex interlock (Capellas formerly on Flex board) with payments >1% of Flex revenue is notable; Board’s independence review flagged and evaluated, ultimately affirming independence—still a monitoring point for supply chain governance and related‑party optics .
Shareholder Feedback Context: Broader governance environment shows ongoing investor engagement (~61% of shares engaged) and improving say‑on‑pay support (77% vs. 75%)—indicates responsiveness and attention to compensation governance, indirectly supporting board credibility .

RED FLAGS to monitor: Continued ordinary‑course relationships with Flex given prior interlock (ensure robust related‑party review); vigilance on director equity deferrals to avoid perceived entrenchment; maintain strong attendance and executive session cadence .