Wesley Bush
Director at CSCO
Board
About Wesley G. Bush
Independent director at Cisco since 2019; age 64 in 2025 and 63 in 2024. Former Chair and CEO of Northrop Grumman (CEO 2010–2018; Chair 2011–2019), with prior roles as President/COO, CFO, and President of Space Technology; earlier leadership at TRW. Member of the National Academy of Engineering. In October 2025, he notified the Board he will not stand for re‑election and will serve until the 2025 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northrop Grumman Corporation | Chair of the Board | 2011–2019 | Oversaw governance and strategy |
| Northrop Grumman Corporation | Chief Executive Officer | 2010–2018 | Led global aerospace & defense operations |
| Northrop Grumman Corporation | President & COO; Corporate VP & CFO; President, Space Technology | Pre-2010 | Finance/operations leadership; technology portfolio |
| TRW Inc. | Various leadership roles | Pre-2002 (before NG acquisition) | Technology and operations management |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Dow Inc. | Director | Current (as of FY2024 proxy) | Public company board |
| General Motors Company | Director | Current (as of FY2024 proxy) | Public company board |
| Norfolk Southern Corporation | Director | Former (ended 2019) | Prior board |
| Northrop Grumman Corporation | Director | Former (ended 2019) | Prior board; also former Chair/CEO |
Board Governance
- Independence: Board determined all directors other than the CEO are independent; audit and compensation committees comprised solely of independent directors .
- Committees (FY2025):
- Public Policy Committee: Chair; 4 meetings; membership changed in August 2025 (Johnson left, Weil joined) .
- Compensation and Management Development Committee: Member until August 21, 2025; Committee held 5 meetings in FY2025 .
- Attendance: Board held 6 meetings in FY2025; all incumbent directors attended at least 75% of Board and committee meetings during their service period .
- Tenure: Director since 2019; not standing for re‑election at the 2025 Annual Meeting .
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 141,663 (incl. DSUs in lieu of cash) | 151,587 (incl. DSUs in lieu of cash) |
| Stock Awards ($) | 244,987 | 244,996 |
| All Other Compensation ($) | — | — |
| Total ($) | 386,650 | 396,583 |
- Equity grant policy: Annual equity grant of fully vested shares valued at $245,000; increased to $270,000 effective at the 2025 Annual Meeting. Committee chair retainers increased (Audit Chair $45k; Compensation/Nominating Chair $35k; Public Policy Chair $30k). No changes to vesting/proration/deferral for FY2026 .
- Cash retainer structure (FY2025): $105,000 annual director retainer; additional annual retainers include $75,000 Lead Independent Director; $30,000 Audit Chair; $20,000 Compensation/Nominating Chair; $15,000 Public Policy Chair and Acquisition Chair; committee membership retainers: $32,000 (Audit), $16,000 (Compensation/Acquisition/Public Policy), $12,000 (Nominating) .
- Equity award details: Directors who served before the 2024 Annual Meeting and were elected received 4,156 fully vested shares on Dec 9, 2024; Mr. Bush elected to receive his annual equity award as fully vested deferred stock units (DSUs). No unvested awards and no stock options for non‑employee directors as of FY2025 .
- DSU elections in lieu of cash: Based on prior elections, Mr. Bush received DSUs valued at $141,540 in FY2024 and $151,478 in FY2025 for fees otherwise paid in cash .
Performance Compensation
- Non‑employee director compensation has no performance‑based components; annual equity grants are fully vested, and no options are outstanding for directors .
Other Directorships & Interlocks
| Director Relationship | Nature | Materiality/Disclosure |
|---|---|---|
| Harris/Capellas at Flex Ltd. | Cisco has ordinary course commercial relationships; payments by Cisco to Flex exceeded 1% of Flex revenues in each of Cisco’s past three fiscal years | Board concluded independence maintained; examples disclosed for Harris/Capellas; no Bush‑specific exceptions disclosed |
| Schulman at Verizon | Verizon payments to Cisco exceeded 1% of Cisco revenues in fiscal 2022 | Independence maintained; no Bush‑specific exceptions disclosed |
- The Board’s independence review found none of Mr. Bush’s relationships requiring disclosure beyond standard independence determinations; all committee members meet heightened independence standards where applicable .
Expertise & Qualifications
- 35+ years aerospace/defense leadership; finance, sales/marketing, strategic and operational expertise. Member of the National Academy of Engineering .
Equity Ownership
| Date (As‑Of) | Shares Beneficially Owned | Percent of Outstanding | Notes |
|---|---|---|---|
| Aug 30, 2024 | 52,435 | <1% | Beneficial ownership as defined by SEC; includes shares acquirable within 60 days |
| Aug 28, 2025 | 60,205 | <1% | Beneficial ownership as defined by SEC; includes shares acquirable within 60 days |
- Director stock ownership guidelines: Each non‑employee director must hold shares equal to at least 5x annual cash retainer, with five years to achieve; DSUs can be elected in lieu of cash to facilitate ownership .
- Hedging/pledging: Directors prohibited from speculative hedging and from pledging Cisco securities .
- Deferral: DSUs settle in shares after leaving the Board; dividend equivalents accrue and settle in shares at that time .
Governance Assessment
- Strengths
- Independent director with deep operating and governance experience; served as Chair of Public Policy Committee overseeing AI governance, trade/supply chain, and CSR/public policy matters (4 meetings in FY2025) .
- Compensation Committee member (until Aug 21, 2025) with use of an independent consultant (Exequity) and robust pay governance (peer group, risk assessment, clawback, anti‑hedging/pledging) .
- Strong alignment via DSU elections for both equity and cash fees; no stock options or unvested awards outstanding .
- Attendance threshold met; Board‑level engagement evidenced by six meetings in FY2025 and >75% attendance standard .
- Potential Risks/Considerations
- Board refresh: Departure at the 2025 Annual Meeting reduces defense/industrial expertise on the Board and shifts Public Policy Committee leadership; monitor succession to maintain oversight in AI/public policy .
- Board load: Concurrent service at Dow Inc. and General Motors could affect capacity, though no interlock conflicts disclosed for Bush and independence affirmed .
- Red Flags
- None disclosed specific to Bush: No related‑party transactions, no pledging/hedging, no director stock options, and compensation within governance limits .