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 2025 Annual Meeting of Shareholders (the “Annual Meeting”) to be held virtually atwww.virtualshareholdermeeting.com/MSI2025 on Thursday, May 15, 2025 at 10:00 a.m. Central Time, for the purposes set forth in the Notice of 2025 Virtual Annual Meeting of Shareholders. This Proxy Statement is dated March 27, 2025 and is being distributed to shareholders on or about March 27, 2025.
WHAT IS MOTOROLA SOLUTIONS?
Motorola Solutions’ business is safety and security. Every day our approximately 21,000 employees work to deliver on our commitment of helping to create safer communities, safer schools, safer hospitals and safer businesses. 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
| 1,475% TOTAL SHAREHOLDER RETURN* | 51% REDUCTION IN SHARE COUNT | $21.0 BILLION IN CAPITAL RETURN |
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| * | 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, 2024, illustrating the growth of an initial investment of $100 on December 31, 2010, including payment of dividends. |
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| 2024 HIGHLIGHTS |
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| • Grew sales 8% to record $10.8 billion • Achieved record sales in both segments and all three technologies • Increased operating earnings by 17% • Ended year with record backlog of $14.7 billion • Increased quarterly dividend 11% to $1.09 per share • Generated $2.4 billion of operating cash flow | • Capital allocation of cash included $654 million of dividends, $282 million for acquisitions and $244 million of share repurchases • Closed four acquisitions in our Video Security and Access Control and Command Center technologies • Issued $1.3 billion in long-term debt, settled the Silver Lake Convertible Debt (as defined herein) in cash for $1.59 billion, inclusive of the conversion premium, and settled $313 million of senior notes due within the year • Ended 2024 with approximately 6,485 granted patents and an additional approximately 725 patent applications pending | • Employees volunteered over 105,000 hours and gave to nearly 200 giving opportunities, raising more than $230,000 for causes around the world • Named to Wall Street Journal: 250 Best Managed Companies of 2024 • Named to TIME: World’s Best Companies of 2024 • Named to Forbes: World’s Best Employers 2024 • Named to Newsweek: America’s Most Responsible Companies 2024 • CEO Greg Brown named #1 underrecognized, standout CEO of 2024 by Fortune |
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2025 ANNUAL MEETING OF SHAREHOLDERS
| • | Date and Time: Thursday, May 15, 2025, 10:00 a.m. Central Time |
| • | Virtual Meeting Site: www.virtualshareholdermeeting.com/MSI2025 |
| • | Record Date: March 17, 2025 |
| • 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 On | Our Board’s Recommendation |
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| Election of Seven Director Nominees Named in this Proxy Statement for a One-Year Term (page 10) | FOR |
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| Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for 2025 (page 34) | FOR |
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| Advisory Approval of the Company’s Executive Compensation (page 35) | FOR |
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| 2 | Motorola Solutions Notice of 2025 Annual Meeting of Shareholders and Proxy Statement |
| DIRECTOR NOMINEE HIGHLIGHTS (page 10) | Board Committees (as of March 27, 2025)* |
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| Name · Director Since · Indep. · Other Public Co. Boards · Position · Audit · Comp. · Gov. & Nom. · Exec. |
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| Gregory Q. Brown | 2007 | 0 | Chairman and CEO, Motorola Solutions, Inc. |
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| Nicole Anasenes | 2024 | 1 | Former Chief Financial Officer and Senior Vice President, Finance, ANSYS, Inc. |
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| Kenneth D. Denman | 2017 | 1 | Managing Director, Sway Ventures |
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| Dr. Ayanna M. Howard | 2022 | 1 | Dean of the College of Engineering at The Ohio State University |
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| Elizabeth D. Mann | 2024 | 0 | Executive Vice President and Chief Financial Officer, Verisk Analytics, Inc. |
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| Gregory K. Mondre | 2015 | 1 | Co-CEO and Managing Partner of Silver Lake |
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| Joseph M. Tucci | 2017 | 1 | Chairman of Bridge Growth Partners |
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= Chair of Committee
| * | Mr. Jones and Ms. Lewent, each of whom has been a valuable member of the Board during their tenure and previously reached the Board’s age of retirement, have not been nominated for re-election at the Annual Meeting, and each of their terms on the Board will expire at the conclusion of the Annual Meeting. As such, Mr. Jones and Ms. Lewent are not included in the director tables in the “Proxy Statement Summary” section of this Proxy Statement. |
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DIRECTOR NOMINEE STATISTICS
| Independence 86% | Average Tenure 6 Years | Average Age 59 Years |
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SKILLS AND EXPERIENCE OF DIRECTOR NOMINEES
| Skills & Experience Summary | Brown | Anasenes | Denman | Howard | Mann | Mondre | Tucci |
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| Relevant industry experience | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ |
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| Public company CEO, division CEO or CFO | ✓ | ✓ | ✓ | | ✓ | | ✓ |
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| Financial and accounting expertise | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
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| Technology experience | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
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| Cybersecurity and privacy experience | ✓ | ✓ | ✓ | ✓ | |
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| Software and services business experience | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
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| Global business experience | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ |
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| Government, public policy or regulatory experience | ✓ | | ✓ | | ✓ |
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| Private equity, investment banking or capital allocation experience | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
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| Public company board experience | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ |
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| Human capital management experience | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
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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 overseeing non-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.
| 4 | Motorola Solutions Notice of 2025 Annual Meeting of Shareholders and Proxy Statement |
GOVERNANCE HIGHLIGHTS (page 15)
| • | 6 of our 7 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 |
| • | 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 |
| • | 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 2024, performance-based compensation comprised approximately 95% 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 2024, long-term equity compensation comprised approximately 84% of the targeted annual compensation for our CEO and, on average, approximately 68% 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 |
| • | Robust stock ownership guidelines for directors and officers |
| • | An Insider Trading Prohibitions Policy, which we updated in 2024 to comply with recent legal developments, prohibits, among other things, our directors and officers from engaging in any pledging, short sales, hedging or other derivative transactions involving our securities |
| • | “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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