ZEBRA TECHNOLOGIES CORP

The Board of Directors consists of eleven directors. Nine of our directors are independent under Nasdaq listing requirements; the other two directors serve as Zebra’s Chair of the Board and as our Chief Executive Officer. The Board and the Nominating and Governance Committee believe our director nominees and continuing directors possess the skills, experience, and qualifications necessary to effectively provide oversight and support management’s execution of the Company’s long-term strategic goals.

AC = Audit Committee; CCC = Compensation and Culture Committee; NGC = Nominating and Governance Committee

*Audit Committee Financial Expert

Board Composition Snapshot

Zebra’s Board is composed of eleven highly-qualified directors whose experience, skillsets, tenure and personal characteristics complement those of fellow directors to create a balanced Board with diverse viewpoints and deep expertise. The diagrams below Include all continuing directors and the director nominees. For more information on Board Composition, see page 25.

Zebra is seeking your advisory vote to approve the compensation of our Named Executive Officers (“NEOs”) as disclosed in this Proxy Statement. The elements and highlights of our executive compensation plan are summarized below. For more information on Zebra’s compensation program, see CD&A, beginning on page 42.

Compensation Components

2025 Compensation Mix

Our NEOs are responsible for driving the Company’s achievement of its long-term strategic goals, and their compensation is weighted toward rewarding long-term value creation for stockholders.

Our emphasis on incentivizing the creation of long-term stockholder value is illustrated in the following charts, which show that long-term incentive compensation accounted for the largest percentage of the NEOs overall target compensation in 2025. Additionally, most of the NEOs’ compensation — consisting of target long-term and target short-term incentive compensation combined — is performance-based or “at risk.”

Compensation Program Highlights

Stock-based incentive compensation is integral to Zebra’s compensation program because it links employee interests with stockholder interests throughout Zebra and motivates participants to act as owners of the business and focus on its long-term success. Such compensation also advances the interests of Zebra and its stockholders by rewarding personnel for their long-term contributions to Zebra’s financial success and motivating them to continue to make such contributions in the future.

The Board and the Compensation and Culture Committee have approved, and recommended that stockholders approve, the Zebra Technologies Corporation 2026 Long-Term Incentive Plan (the “LTIP”). The Board and the Compensation and Culture Committee believe that stockholder approval of the LTIP is in the best interests of Zebra because the LTIP will allow Zebra to continue to link long-term incentive compensation to Zebra’s financial performance and will continue to enable Zebra to attract, retain, motivate and reward key personnel. If approved by stockholders, the LTIP will replace the Zebra Technologies Corporation 2018 Long-Term Incentive Plan (the “2018 Plan”), and no additional grants will be made under the 2018 Plan, except that the 2018 Plan would remain in effect with respect to outstanding awards under the 2018 Plan until those awards have been exercised, settled or otherwise terminated.

In February 2026, the Audit Committee appointed Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The Audit Committee is directly involved in the annual review and engagement of Ernst & Young LLP to ensure continuing audit independence. Based on the Audit Committee’s assessment, the Board of Directors and the Audit Committee believe the appointment of Ernst & Young LLP is in the best interest of the Company and its stockholders.