Cisco (NASDAQ: CSCO) names Peter Shimer to board and Audit Committee
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Cisco Systems, Inc. announced a change in its Board of Directors. Daniel H. Schulman notified Cisco that he will resign from the Board effective May 21, 2026, citing the increased demands of his new role as Chief Executive Officer of Verizon Communications Inc.
The Board appointed Peter A. Shimer as a new director effective April 6, 2026, and determined he is independent under Nasdaq listing standards. He will also serve on the Audit Committee and receive Cisco’s standard non-employee director cash and equity compensation, including pro rata cash retainers and a fully vested initial equity award based on a $270,000 annual value. Shimer entered into Cisco’s standard Indemnity Agreement and is eligible for Cisco’s charitable matching gifts program.
Positive
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Negative
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8-K Event Classification
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
1 item
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Key Figures
Schulman resignation effective date: May 21, 2026
Shimer board appointment date: April 6, 2026
Annual cash retainer: $105,000
+2 more
5 metrics
Schulman resignation effective date
May 21, 2026
Effective date of Daniel H. Schulman’s resignation from Cisco’s Board
Shimer board appointment date
April 6, 2026
Effective date Peter A. Shimer joins Cisco’s Board
Annual cash retainer
$105,000
Standard non-employee director annual cash retainer, paid pro rata
Initial equity award reference value
$270,000
Annual value used to calculate Shimer’s pro rata initial equity award
Charitable matching cap
$25,000
Maximum 2026 matching gifts amount for each non-employee director
Key Terms
independent, Audit Committee, non-employee director, deferred stock units, +1 more
5 terms
independent regulatory
"the Board determined that Mr. Shimer is “independent” under the applicable listing standards"
Audit Committee financial
"The Board has also appointed Mr. Shimer to serve as a member of the Audit Committee of the Board."
A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.
non-employee director financial
"In connection with his service as a director, Mr. Shimer will receive Cisco’s standard non-employee director cash and equity compensation."
deferred stock units financial
"fully vested deferred stock units that would be settled in shares after the non-employee director leaves the Board"
Deferred stock units are promises from a company to give an employee shares of stock at a future date, often after certain conditions are met or after leaving the company. They function like a form of delayed compensation, allowing employees to earn shares over time. For investors, they represent potential future ownership in the company, but do not provide immediate voting rights or dividends until the shares are actually received.
Indemnity Agreement regulatory
"Mr. Shimer has entered into Cisco’s standard form of Indemnity Agreement with Cisco which provides for indemnification"
FAQ
Why is Daniel H. Schulman resigning from Cisco (CSCO)'s Board of Directors?
Daniel H. Schulman is resigning from Cisco’s Board effective May 21, 2026, due to the increased time and focus required by his new role as Chief Executive Officer of Verizon Communications Inc. His departure is framed as a result of expanded external responsibilities.
Who is Peter A. Shimer and what role will he have at Cisco (CSCO)?
Peter A. Shimer has been appointed to Cisco’s Board effective April 6, 2026. He has been designated as an independent director under Nasdaq rules and will serve on the Audit Committee, helping oversee financial reporting and controls as part of Cisco’s board-level governance structure.
How will new director Peter A. Shimer be compensated at Cisco (CSCO)?
Peter A. Shimer will receive Cisco’s standard non-employee director cash and equity compensation, including a pro rata share of the $105,000 annual cash retainer and Audit Committee fees, plus a fully vested initial equity award with a grant date fair value based on a $270,000 annual amount.
What equity compensation is Peter A. Shimer receiving as a Cisco (CSCO) director?
Upon appointment, Peter A. Shimer automatically received a fully vested initial non-employee director equity award under Cisco’s 2005 Stock Incentive Plan, with grant date fair value equal to a pro rata portion of $270,000 based on the portion of the year he will serve on the Board.
Can Cisco (CSCO) non-employee directors defer their fees or equity awards?
Cisco’s non-employee directors may elect to receive cash retainers and committee fees in fully vested shares, deferred stock units settled after leaving the Board, or deferred cash. They may also elect to defer equity awards so shares are delivered only after their Board service ends.
What additional benefits do Cisco (CSCO) non-employee directors receive?
Non-employee directors are eligible to participate in Cisco’s charitable matching gifts program. For calendar year 2026, Cisco will match eligible charitable contributions by each non-employee director up to a maximum of $25,000, adding a philanthropic benefit alongside standard cash and equity compensation.