Sarah Rae Murphy
Director at CSCO
Board
About Sarah Rae Murphy
Sarah Rae Murphy, age 42, has served on Cisco’s Board since 2022 as an independent director and member of the Audit Committee, where the Board has determined she qualifies as an “audit committee financial expert” under Item 407(d) of Regulation S‑K . She previously held senior leadership roles at United Airlines Holdings, Inc., including Chief Procurement Officer and Senior Vice President of Global Sourcing (Oct 2021–May 2022), Senior Vice President of United Express (Jun 2019–Oct 2021), and Vice President of Global Operations Strategy, Planning and Design (Oct 2016–Jun 2019); she also led investor relations and served as Vice President of Financial Planning and Analysis, and began her career in investment banking at Merrill Lynch . The Board has affirmatively determined she is independent under Nasdaq criteria, consistent with all non‑employee directors at Cisco .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Airlines Holdings, Inc. | Chief Procurement Officer and SVP, Global Sourcing | Oct 2021–May 2022 | Led global sourcing; executive leadership in a global business |
| United Airlines Holdings, Inc. | SVP, United Express | Jun 2019–Oct 2021 | Operational leadership of United’s regional network |
| United Airlines Holdings, Inc. | VP, Global Operations Strategy, Planning and Design | Oct 2016–Jun 2019 | Operations strategy and planning leadership |
| United Airlines Holdings, Inc. | VP, Financial Planning & Analysis; led Investor Relations | Not specified | Financial leadership and external investor communications |
| Merrill Lynch (Investment Banking) | Analyst/Associate (investment banking division) | Early career | Foundation in capital markets and corporate finance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Other public company boards | None | — | No current or past 5‑year public company directorships disclosed |
Board Governance
- Committee assignments: Audit Committee member; Audit Committee composition in FY25 included Mark Garrett (Chair), John D. Harris II, and Sarah Rae Murphy; the Committee met 12 times in FY25 .
- Financial expertise: Each Audit Committee member was determined by the Board to be an “audit committee financial expert”; all members meet Nasdaq independence requirements .
- Independence: The Board affirmatively determined all directors other than the CEO (Mr. Robbins) are independent under Nasdaq criteria; this includes Ms. Murphy .
- Attendance: In FY25, the Board held six meetings, and all incumbent directors attended at least 75% of the aggregate of Board and relevant committee meetings for the periods served .
- Lead Independent Director structure: Cisco maintains a robust Lead Independent Director role (currently Michael D. Capellas), with broad authority over agendas, executive sessions, and stockholder engagement, supporting board effectiveness .
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Cash fees earned | $152,584 | As disclosed in the Director Compensation table for FY2025 |
| Annual cash retainer (policy) | $105,000 | Standard cash retainer for non‑employee directors |
| Audit Committee member retainer (policy) | $32,000 | Standard additional annual retainer for Audit Committee members |
| Other committee/lead/chair fees (policy) | Varied per role | $75,000 Lead Independent Director; $30,000 Audit Chair; $20,000 Comp/Nom Chair; $15,000 Acquisition/Public Policy Chair; $16,000 Comp/Acquisition/Public Policy member; $12,000 Nom & Gov member; paid quarterly and pro‑rated as applicable |
Cisco highlights a governance cap of $800,000 on total annual cash and equity for non‑employee directors and offers a charitable matching gifts program up to $25,000 per calendar year; Murphy had no “All Other Compensation” in FY2025 .
Performance Compensation
| Equity Grant Type | Grant Date | Shares/Units | Grant Date Fair Value |
|---|---|---|---|
| Annual director equity (fully vested shares) | Dec 9, 2024 | 4,156 shares (standard for re‑elected non‑employee directors) | $244,996 (ASC 718) |
| Initial equity grant (policy) | Upon appointment | Pro‑rated to $245,000 value | Fully vested shares or DSUs, at director election |
| Annual equity grant (policy, FY2025) | Annual meeting | $245,000 fixed value | Fully vested shares or DSUs, at director election |
| Annual equity grant (expected, subject to plan approval) | 2025 Annual Meeting | $270,000 fixed value | Under amended stock plan if approved; shares count determined at grant |
- Non‑employee directors may elect fully vested deferred stock units (DSUs) settled after leaving the Board; dividend equivalents accrue and settle in shares on departure .
- No stock options were outstanding or awarded to non‑employee directors in FY2025; as of July 26, 2025, no non‑employee director held any unvested stock awards .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None |
| Prior public company boards (past 5 years) | None |
| Interlocks/Transactions | The Board reviews director relationships; for FY25 the proxy highlights Flex Ltd. relationships for other directors; no Murphy‑specific related‑party relationships are disclosed |
Expertise & Qualifications
- Executive leadership in finance, operations, procurement, and commercial functions at a global airline; experience leading innovation and transformation to enhance customer experience .
- Capital markets and corporate finance grounding from investment banking at Merrill Lynch .
- Audit Committee service with Board‑designated “financial expert” status supports oversight of financial reporting, internal controls, and risk management (including cybersecurity/data protection) .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding | Notes |
|---|---|---|---|
| Sarah Rae Murphy | 15,825 | <1% | Beneficial ownership as of Aug 28, 2025 |
- Ownership guidelines: Robust stock ownership guideline set at five times the annual cash retainer supports alignment; individual compliance status by director is not specifically disclosed .
- As of July 26, 2025, non‑employee directors held no unvested stock awards; director equity is granted fully vested (or as DSUs if elected) .
Governance Assessment
- Independence and expertise: Murphy is an independent director and an Audit Committee “financial expert,” strengthening financial oversight and investor confidence in reporting integrity .
- Engagement and workload: Audit Committee met 12 times in FY25; Board met six times with all incumbents at ≥75% attendance, indicating active oversight and engagement .
- Compensation alignment: Director pay emphasizes equity via fixed‑value, fully vested grants ($245k in FY2025) with an expected increase to $270k subject to plan approval, plus reasonable cash retainers differentiated by committee workload; no options granted to directors, which reduces risk of option‑repricing concerns .
- Ownership and alignment: Murphy beneficially owns 15,825 shares; Cisco maintains 5x cash retainer ownership guidelines and flexible deferral to build long‑term alignment, though the proxy does not disclose individual compliance status .
- Conflicts and red flags: No Murphy‑specific related‑party transactions, pledging/hedging disclosures, or option repricing are identified; Audit Committee explicitly oversees related‑party transactions and meets Nasdaq independence standards—no red flags observed based on proxy disclosures .