Motorola Solutions, Inc.
For the period ended May 15, 2025. Filed Mar 27, 2025.
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May 15, 2025 · Filed Mar 27, 2025
Contents
Evolution of Our CEO’s Pay Program
This section outlines Mr. Brown’s compensation since Motorola Solutions became a publicly traded company in January 2011. Additional detail for each component of pay, including changes from 2023 to 2024, and the corresponding rationale, can be found in the “2024 Annual Compensation Elements” section, which starts on page 52.
2011-2024 CEO Compensation
The Committee reviews Mr. Brown’s compensation in an effort to deliver a competitive and appropriate, but responsible, target compensation package. Throughout Mr. Brown’s 17 years as CEO, the Committee has exercised its discretion to both increase and decrease Mr. Brown’s target compensation, as it has deemed appropriate. For a detailed description of Mr. Brown’s employment agreement, please refer to the section of this Proxy Statement on page 68 titled “Employment Contracts.”
| 46 | Motorola Solutions Notice of 2025 Annual Meeting of Shareholders and Proxy Statement |
Since 2011, the Committee has focused on increasing Mr. Brown’s long-term compensation more than his short-term cash compensation, resulting in a net increase to his target total compensation of 151.4% over such time period. During this same time period, Mr. Brown has guided the Company through a significant transformation and Motorola Solutions has delivered TSR of 1,475%.
| PAY COMPONENT | 2011 | 2024 | % CHANGE | COMMENTS |
|---|---|---|---|---|
| BASE SALARY | $1,200,000 | $1,350,000 | 12.5% | In 2014, the Committee increased Mr. Brown’s base salary by $50,000 and he received an amended employment agreement, which lowered his target incentive to 150%, resulting in an 18.6% decrease to Target Total Cash. In 2018, the Committee increased Mr. Brown’s target incentive from 150% to 175%. Effective October 1, 2022, the Committee increased Mr. Brown’s base salary by $100,000 and target incentive from 175% to 225%. |
| STIP TARGET % | 220% | 225% | 2.3% | |
| TARGET TOTAL CASH | $3,840,000 | $4,387,500 | 14.3% | |
| LRIP | $3,000,000 | $7,621,666 | 154.1% | Beginning with the performance cycle that ended in 2018, Mr. Brown has received his LRIP payouts in stock, thus eliminating cash from his LTI program. Beginning with the performance cycle that started in 2019, Mr. Brown’s LRIP has been denominated 100% in PSUs. |
| EQUITY | $4,000,000 | $15,243,334 | 281.1% | In 2015, the Committee replaced Mr. Brown’s stock options and restricted stock units (“RSUs”) (containing a stock price hurdle) with POs and MSUs, emphasizing the long-term performance orientation of the program. |
| TOTAL LTI | $7,000,000 | $22,865,000 | 226.6% | |
| TARGET TOTAL COMPENSATION | $10,840,000 | $27,252,500 | 151.4% | AVERAGE ANNUAL INCREASE OVER 14 YEARS IS 11% |
CEO Compensation vs. TSR
Over this 14-year period, the Committee, with the concurrence of the Board, has managed Mr. Brown’s target compensation program to provide appropriate pay levels in relation to significant returns for our shareholders. A similarly strong relationship holds true when considering Mr. Brown’s compensation as reported in the 2024 Summary Compensation Table on page 61 of this Proxy Statement.
| TARGET COMPENSATION VS. TSR | SUMMARY COMPENSATION TABLE VS. TSR |
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CEO 2024 LTI Pay Decisions
The Committee and our Board recognize that the retention of highly qualified leaders is critical to the Company’s continued success. Mr. Brown is a highly experienced senior leader at our Company. He joined the Company in 2003 and became CEO in 2008. Under Mr. Brown’s visionary and extraordinary leadership as CEO, the Company is a global leader in public safety and enterprise security, committed to “Solving for safer” by innovating the technologies needed for safer communities, safer schools, safer hospitals and safer businesses. Mr. Brown has led the Company through the successful execution of key strategic initiatives that have positioned the Company for long-term success and, in doing so, has created significant value for shareholders. As in prior years, when evaluating Mr. Brown’s 2024 long-term incentive compensation, the Committee took
| Motorola Solutions Notice of 2025 Annual Meeting of Shareholders and Proxy Statement | 47 |
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into consideration the fact that the Company generated TSR of 193% over the five-year period ended December 31, 2023, outperforming the S&P 500 index by 86 percentage points.
As the Committee and the Board looked ahead, they believed it to be in the best interests of our shareholders and critical to the Company’s path forward to continue to retain Mr. Brown as CEO. In particular, they considered his ability to generate shareholder returns, to make strategic investments that strengthen the Company’s portfolio, to grow its Video offerings and continue to successfully execute the Company’s long-term strategy and senior leadership succession plan. The Company’s outstanding financial performance again in 2024 further illuminated the key role Mr. Brown plays at our Company. We are confident in Mr. Brown’s ability to continue to make strategic investments that strengthen our portfolio and grow our expanding businesses. In a highly competitive industry in which the need for proven leadership is critical, the Committee supports Mr. Brown’s LTI and total pay opportunities. As such, our Board determined to increase Mr. Brown’s 2024 long-term incentive opportunity 15% from $19.8 million in 2023 to $22.865 million for 2024. His relative LTI pay position is above market median, with significant alignment with shareholder value creation.
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