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Motorola Solutions Inc

For the period ended May 14, 2024. Filed Mar 28, 2024.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 14, 2024 · Filed Mar 28, 2024

MSI$514.51-0.5%Stored close · as of Nov 6, 2026
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Contents

PROXY STATEMENT SUMMARY

This proxy statement (the “Proxy Statement”) is being furnished to holders of common stock, $0.01 par value per share (the “Common Stock”) of Motorola Solutions, Inc. (“we,” “our,” “Motorola Solutions,” “MSI” or the “Company”). Proxies are being solicited on behalf of the Board of Directors of the Company (the “Board”) to be used at the 2024 Annual Meeting of Shareholders (the “Annual Meeting”) to be held virtually atwww.virtualshareholdermeeting.com/MSI2024 on Tuesday, May 14, 2024 at 9:30 a.m. Central Time, for the purposes set forth in the Notice of 2024 Virtual Annual Meeting of Shareholders. This Proxy Statement is dated March 28, 2024 and is being distributed to shareholders on or about March 28, 2024.

WHAT IS MOTOROLA SOLUTIONS?

Motorola Solutions is solving for safer. Every day our approximately 21,000 employees come to work solving for safer communities, safer schools, safer hospitals, safer businesses, safer everywhere. We are a global leader in public safety and enterprise security, grounded in nearly 100 years of close customer and community collaboration. Headquartered in Chicago, we design and advance technology for more than 100,000 public safety and enterprise customers in over 100 countries. We are driven by our commitment to help make everywhere safer for all.

PERFORMANCE AND ACCOMPLISHMENTS

TOTAL SHAREHOLDER RETURN (in percent)

PERFORMANCE HIGHLIGHTS SINCE 2011

956% TOTAL SHAREHOLDER RETURN*52% REDUCTION IN SHARE COUNT$20.1 BILLION IN CAPITAL RETURN
*Based on the split adjusted closing price of MSI common stock on December 31, 2010 and the closing price of MSI common stock on December 31, 2023, illustrating the growth of an initial investment of $100 on December 31, 2010, including payment of dividends.
Motorola Solutions Notice of 2024 Annual Meeting of Shareholders and Proxy Statement1
2023 HIGHLIGHTS
• Grew sales 10% to record $10 billion • Achieved record sales in both segments and all three technologies • Increased earnings per share by 25% • Increased quarterly dividend 11% to $0.98 per share • Generated $2 billion of operating cash flow• Capital allocation of cash included $804 million of share repurchases, $589 million of dividends and $170 million for an acquisition • Acquired IPVideo, creator of the HALO Smart Sensor • Announced $2 billion increase to the share repurchase program • Added approximately 275 new patents bringing our current patent portfolio to approximately 6,560 patents• Employees volunteered a record of nearly 100,000 hours during the year • Launched “GO ALL INclusive,” an initiative aimed at celebrating and promoting our inclusive corporate value • Named to TIME’s 2023 World’s Best Companies • Named to Forbes 2023 World’s Top Companies for Women • Named to Fortune’s 2023 World’s Most Admired Companies • Named to Fast Company’s Best Workplaces for Innovators

2024 ANNUAL MEETING OF SHAREHOLDERS

•Date and Time: Tuesday, May 14, 2024, 9:30 a.m. Central Time
•Virtual Meeting Site: www.virtualshareholdermeeting.com/MSI2024
•Record Date: March 15, 2024
• Voting:Shareholders as of the close of business on the record date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted on.
•Online meeting only: No physical location
Items to be Voted OnOur Board’s Recommendation
Election of Eight Director Nominees Named in this Proxy Statement for a One-Year Term (page 12)FOR
Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for 2024 (page 34)FOR
Advisory Approval of the Company’s Executive Compensation (page 35)FOR
Approval of an Amendment to the Company’s Restated Certificate of Incorporation to Provide for the Exculpation of Certain Officers (page 80)FOR
2Motorola Solutions Notice of 2024 Annual Meeting of Shareholders and Proxy Statement
DIRECTOR NOMINEE HIGHLIGHTS (page 12)Board Committees (as of March 28, 2024)*
Name · Director Since · Indep. · Other Public Co. Boards · Position · Audit · Comp. · Gov. & Nom. · Exec.
Gregory Q. Brown20070Chairman and CEO, Motorola Solutions, Inc.
Nicole Anasenes20240Former Chief Financial Officer and Senior Vice President, Finance, ANSYS, Inc.
Kenneth D. Denman20171General Partner, Sway Ventures
Dr. Ayanna M. Howard20221Dean of the College of Engineering at The Ohio State University
Clayton M. Jones20151Former Chairman, CEO and President, Rockwell Collins, Inc.
Judy C. Lewent20110Former EVP and CFO, Merck & Co., Inc.
Gregory K. Mondre20151Co-CEO and Managing Partner of Silver Lake
Joseph M. Tucci20171Chairman of Bridge Growth Partners

= Chair of Committee

*Mr. Durban, who has been one of Silver Lake’s designees to our Board, has not been nominated for re-election at the Annual Meeting, and his term on the Board will expire at the conclusion of the Annual Meeting. As such, Mr. Durban is not included in the director tables in the “Proxy Statement Summary” section of this Proxy Statement. For further information, see the section of this Proxy Statement titled “Agreement with Silver Lake” on page 19. Tables in this section include Nicole Anasenes, who joined the Board on February 21, 2024.

DIRECTOR NOMINEE STATISTICS

Independence 88%Average Tenure 7.5 YearsGender and/or Racial Diversity 50%Average Age 63 Years
Motorola Solutions Notice of 2024 Annual Meeting of Shareholders and Proxy Statement3
4Motorola Solutions Notice of 2024 Annual Meeting of Shareholders and Proxy Statement

DIVERSITY OF SKILLS AND EXPERIENCE OF DIRECTOR NOMINEES

Skills & Experience SummaryGregory Q. BrownNicole AnasenesKenneth D. DenmanDr. Ayanna M. HowardClayton M. JonesJudy C. LewentGregory K. MondreJoseph M. Tucci
Relevant industry experience✓✓✓✓✓✓✓
Public company CEO, division CEO or CFO✓✓✓✓✓✓
Financial and accounting expertise✓✓✓✓✓✓✓✓
Technology experience✓✓✓✓✓✓✓✓
Cybersecurity and privacy experience✓✓✓✓
Software and services business experience✓✓✓✓✓✓
Global business experience✓✓✓✓✓✓✓
Government, public policy or regulatory experience✓✓✓✓✓
Private equity, investment banking or capital allocation experience✓✓✓✓✓✓✓✓
Public company board experience✓✓✓✓✓✓✓✓
Human capital management experience✓✓✓✓✓✓✓✓

Skills and Experience Detail:

Relevant industry experience – We value directors who possess an understanding of financial, operational and strategic issues facing public safety agencies and enterprises.

Public company CEO, division CEO or CFO – Directors who have served in relevant public company senior leadership positions bring unique experience and perspective to our business.

Financial and accounting expertise – Directors with a deep understanding of financial markets, accounting principles and methodologies and financial reporting processes are well-suited to oversee our financial position, results of operations and related financial reporting.

Technology experience – Directors with experience in innovation and technology, including engineering, artificial intelligence or video and physical security, are strategically equipped to help our business in “Solving for safer” to help protect people, property and places.

Cybersecurity and privacy experience – As a provider of mission-critical communications systems for customers in critical infrastructure sectors facing related cybersecurity and privacy risks, we seek directors with experience in cybersecurity and data privacy.

Software and services business experience– Our business has evolved in recent years to increase its focus on software and recurring services, and directors with experience in software and services are uniquely positioned to manage this progression.

Global business experience – Our business has customers in over 100 countries around the world, and directors with experience overseeingnon-U.S. operations, global business cultures and multicultural customer preferences assist in managing our global operations and supply chain.

Government, public policy or regulatory experience – Directors with an understanding of these areas are uniquely qualified to provide guidance to our business, as the majority of our business is with governmental entities.

Private equity, investment banking or capital allocation experience – Our business involves complex financial transactions which directors with private equity, investment banking or capital allocation experience are particularly skilled to address.

Public company board experience – Directors who currently serve, or have served, on other public company boards, maintain a thorough understanding of corporate governance practices and policies and assist in maintaining relationships between the corporate board and senior management.

Human capital management experience – Directors with experience managing people and teams, including with respect to recruitment, retention, development and compensation, provide strategic value in overseeing our human capital management efforts, as we operate in a competitive talent market, particularly with respect to software and cloud computing infrastructure engineers, as well as employees in data science and artificial intelligence.

Motorola Solutions Notice of 2024 Annual Meeting of Shareholders and Proxy Statement5

GOVERNANCE HIGHLIGHTS (page 17)

•Broad-reaching environmental, social and governance (“ESG”) program with Governance and Nominating Committee oversight of ESG matters as well as Audit Committee oversight of ESG-related risks
•7 of our 8 director nominees are independent, including all committee members
•All members of our Audit Committee qualify as “audit committee financial experts”
•Lead Independent Director
•Regular executive session meetings of independent directors
•Annual election of directors
•Annual director self-assessment process
•No supermajority voting provisions in our organizational documents
•No “poison pill”
•Robust oversight of risk
•Director Independence Guidelines
•Majority voting standard in uncontested director elections
•20% threshold for shareholder right to call special meeting
•Shareholder right to act by written consent
•Succession planning
•Proactive shareholder engagement

EXECUTIVE COMPENSATION PROGRAM HIGHLIGHTS (page 36)

•Pay-for-performance and at-risk compensation
•A significant portion of our targeted annual compensation is performance-based and/or subject to forfeiture (“at-risk”), with emphasis on variable pay to reward short- and long-term performance measured against pre-established objectives informed by the Company’s strategy. For 2023, performance-based compensation comprised approximately 94% of the targeted annual compensation for our CEO and, on average, approximately 85% of the targeted annual compensation for our other NEOs.
•Compensation aligned with shareholder interests
•Performance measures for incentive compensation are linked to the overall performance of the Company and are designed to be aligned with the creation of long-term shareholder value.
•Emphasis on future pay opportunity vs. current pay
•Our long-term incentive awards are equity-based, use multi-year vesting provisions to encourage retention, and are designed to align our NEOs’ interests with long-term shareholder interests. For 2023, long-term equity compensation comprised approximately 82% of the targeted annual compensation for our CEO and, on average, approximately 67% of the targeted annual compensation for the other NEOs.
•Retention of independent compensation consultant
•Annual “say on pay” vote
•No excise tax gross-up provisions
•A recoupment “clawback” policy for compensation paid to certain officers, which we amended and restated in 2023 to comply with the new Securities and Exchange Commission (“SEC”) and New York Stock Exchange (“NYSE”) requirements
•Robust stock ownership guidelines for directors and officers
•An anti-hedging policy
•“Double trigger” severance benefits in the event of a change in control
•No repricing of options without shareholder approval
•No excessive perquisites
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ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.