Thimaya Subaiya
About Thimaya Subaiya
Executive Vice President, Operations at Cisco, overseeing Security & Trust, Supply Chain, IT, and Growth Operations. Former Chief Transformation Officer (led Cisco’s shift to software/subscriptions) and Chief Customer Experience Officer (CX) for a $13B services business; previously senior operating roles at Salesforce and Oracle. He holds an MBA from the ENPC School of International Management and joined Genpact’s Board in July 2025 . Cisco’s long-term incentives are highly performance‑based; fiscal 2023 PRSUs earned at 138% of target and Transformational PRSUs at 97% of target (three‑year programs), with annual cash incentives in 2025 tied 90% to revenue and profit before taxes and 10% to a Purpose factor .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cisco | EVP, Operations | 2024–present | Runs Operations (Security & Trust, Supply Chain, IT, Growth Ops); scaling processes to drive growth and simplicity |
| Cisco | Chief Transformation Officer | — | Accelerated shift to software and as‑a‑service; improved predictability and delivery velocity |
| Cisco | Chief Customer Experience Officer | — | Led Cisco Success Portfolio, adoption and partner engagement for $13B Services |
| Salesforce | COO, Customer Success; SVP Global Marketing & Operations | — | Scaled customer success operations and go‑to‑market execution |
| Oracle | Leadership roles in business development, global planning & strategy | — | Strategy and planning leadership roles prior to Salesforce/Cisco |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Genpact (NYSE: G) | Director (Board) | 2025–present | Brings scaled services/software operating expertise to support AI-driven transformation strategy |
Fixed Compensation
| Metric | FY 2024 | FY 2025 | FY 2026 (effective Nov 1, 2025) |
|---|---|---|---|
| Base Salary ($) | 725,000 | 775,000 | 800,000 |
| All Other Compensation ($) | 15,525 | 138,771 | — |
Notes:
- FY25 salary +7% vs FY24; FY26 salary set to $800k based on performance/internal equity benchmarking .
- All Other Compensation includes 401(k) match and perquisites (limited scope) .
Performance Compensation
Annual Cash Incentive (EIP)
| Period | Base Salary Used ($) | Target Bonus % | Company Performance Factor (CPF) | Purpose/ESG Factor | Payout ($) |
|---|---|---|---|---|---|
| FY 2025 | 761,878 | 160% | 1.44 | 1.20 | 1,726,112 |
| FY 2024 | 668,276 | 126% (pro‑rated post‑promotion) | 0.56 | 1.48 | 548,537 |
- FY25 metrics: revenue and profit before taxes (CPF), plus a Purpose factor; Committee cannot pay if criteria unmet .
- FY26 change: EIP moves to 100% financial performance (no Purpose factor); target remains 160% of salary for NEOs (ex‑CEO) .
Long‑Term Equity Incentives (Grants and Design)
| Grant Year | Instrument | Target Quantity (shares) | Maximum (if applicable) | Target Grant Value ($) | Notes |
|---|---|---|---|---|---|
| FY 2025 | PRSUs | 100,420 | 201,241 | 5,500,003 | 3‑year operating income goal; relative TSR ±20% modifier; TSR cap at target if absolute TSR negative |
| FY 2025 | Time‑based RSUs | 106,921 | — | 5,500,016 | 34% vests at 1‑year cliff; then 8.25% quarterly over remainder of 3 years |
| FY 2026 | PRSUs | 68,091 | — | — | Same 3‑year design (FY26–FY28) with TSR modifier ±20% (cap at target if absolute TSR negative) |
| FY 2026 | Time‑based RSUs | 70,970 | — | — | Time‑based vesting as per standard schedule |
| FY 2024 | PRSUs | 13,287 | 26,627 | 762,142 | Legacy design uses annual goals for OCF/EPS (FY23–FY24 portions) |
| FY 2024 | Time‑based RSUs | 39,859 | — | 2,008,495 | Standard time‑based vesting |
PRSU Earn‑outs (Completed cycles)
| Program | Performance Outcome | Earned (% of target) | Executive Earned Shares |
|---|---|---|---|
| Fiscal 2023 PRSUs (3‑yr cycle FY23–FY25) | Avg Financial Goal Multiplier 116%; TSR Modifier 119% | 138% | 20,752 |
| Transformational PRSUs (Product ARR, FY23 cohort) | Avg Financial Goal Multiplier 97% | 97% | 35,019 |
Equity Ownership & Alignment
Stock Vested – FY 2025
| Metric | FY 2025 |
|---|---|
| Shares Acquired on Vesting (#) | 100,656 |
| Value Realized on Vesting ($) | 5,759,608 |
- No stock options were exercised in FY25, and NEOs held no outstanding stock options as of July 26, 2025 .
Outstanding Equity Awards at FY 2025 Year‑End (selected items)
| Grant Date / Type | Unvested/Unearned Units (#) | Market/Payout Value ($) | Notes |
|---|---|---|---|
| 9/19/2024 RSUs | 109,830 | 7,544,223 (at $68.69) | Time‑based RSUs |
| 9/19/2024 PRSUs (unearned) | 206,718 | 14,199,459 (at $68.69) | Performance‑based; 3‑year cycle FY25–FY27 |
| 9/21/2023 PRSUs (unearned) | 28,233 | 1,939,325 (at $68.69) | Legacy design; completes in FY25 |
Ownership Policies and Alignment
- Stock ownership guidelines: 4x base salary for executive officers; 5‑year attainment window; new holding requirement: until compliant, must hold at least 25% of net shares acquired; if not met by deadline, must hold 100% of acquired shares until compliant .
- As of Oct 17, 2025, all executive officers either exceeded guidelines or were on track within the timeframe .
- Hedging/pledging: Executives prohibited from hedging or pledging Cisco stock; robust insider trading policy on file with the SEC .
Employment Terms
- No employment, severance, or change‑in‑control agreements for executive officers (general policy; exception applied historically to a different executive due to acquisition) .
- Equity acceleration upon: death/terminal illness (limited cap), or change in control if awards are not assumed/replaced; retirement‑vesting: starting with FY24 RSUs, unvested RSUs vest upon retirement if eligibility criteria met; PRSUs generally continue to vest based on performance if retirement conditions met .
Potential Payments (hypothetical, based on FY25 year‑end):
| Scenario (if occurred on last business day of FY25) | Estimated Value ($) |
|---|---|
| Change in Control (awards not assumed/replaced) | 23,897,094 |
| Death or Terminal Illness | 11,345,508 |
| Retirement | — (not disclosed/applicable) |
Clawback: Policy updated to comply with SEC rules; applies to cash and equity incentives received on/after Oct 2, 2023; equity plans also allow forfeiture for detrimental activity/misconduct .
Compensation Structure Analysis
- Pay mix: Majority of TDC is at‑risk; for NEOs other than CEO, ~52% performance‑based in FY25, aligning pay with outcomes .
- Year‑over‑year: FY25 base salary up 7% to $775k (from $725k in FY24), reflecting promotion and market benchmarking; FY26 set at $800k .
- Shift to multi‑year PRSUs: FY25 awards measure a three‑year operating income goal with a TSR modifier (±20% and capped at target if absolute TSR is negative), increasing alignment to sustained performance versus annual goal cadence .
- Cash incentive calibration: FY25 EIP rewarded above‑plan performance (CPF 1.44), with a Purpose factor (1.20); FY26 moves to 100% financial performance weighting, increasing linkage to core financial outcomes .
- Governance: No options outstanding; no repricing; no SERP/pension; no golden parachute tax gross‑ups; no single‑trigger CIC vesting .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑pay approval: ~77% in the most recent vote (up from ~75% prior year). Cisco engaged holders of ~61% of shares, with program changes responsive to feedback (e.g., multi‑year PRSU goals; TSR cap when absolute TSR is negative) .
- Independent compensation consultant (Exequity) advised the Committee; peer median used as primary benchmark reference in FY25; program deemed to reflect best‑in‑class design and governance .
Expertise & Qualifications
- Education: MBA, ENPC School of International Management .
- Technical/operating expertise: Scaled global CX and transformation programs; operations leadership spanning security, supply chain, IT, and growth ops .
- External board: Genpact Director (2025–) .
Investment Implications
- Alignment and retention: Heavy mix of multi‑year PRSUs plus time‑based RSUs, strict ownership/holding and anti‑hedging/pledging policies, and updated clawback framework align incentives and reduce misalignment risk; absence of employment agreements offsets with substantial unvested equity that supports retention .
- Performance sensitivity: FY25 EIP paid above target (CPF 1.44); FY26’s 100% financial EIP increases cyclicality with financial performance outcomes (positive for pay‑for‑performance investors) .
- Supply/vesting dynamics: FY25 vested 100,656 shares ($5.76M); notable unvested RSUs (e.g., 109,830 from 9/19/24) and unearned PRSUs (e.g., 206,718 target from 9/19/24) suggest periodic vesting events that can add to selling pressure unless offset by holding‑requirement accumulation and personal portfolio decisions .
- Governance quality: No options, no repricing/gross‑ups/single‑trigger CIC; say‑on‑pay support improved; independent advisor validates rigor and peer alignment—supportive of long‑term shareholder interests .