Motorola Solutions, Inc.
For the period ended May 18, 2026. Filed Apr 2, 2026.
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May 18, 2026 · Filed Apr 2, 2026
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 2024 to 2025, and the corresponding rationale, can be found in the “2025 Annual Compensation Elements” section, which starts on page 49.
2011-2025 CEO Compensation
The Committee reviews Mr. Brown’s compensation in an effort to deliver a competitive, appropriate, and responsible target compensation package. Throughout Mr. Brown’s 18 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 65 titled “Employment Contracts.”
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 192.9% 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 1,220%.
| 44 | Motorola Solutions Notice of 2026 Annual Meeting of Shareholders and Proxy Statement |
| PAY COMPONENT | 2011 | 2025 | % 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 from 220% 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 | $9,121,666 | 204.1% | 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 | $18,243,334 | 356.1% | 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 | $27,365,000 | 290.9% | |
| TARGET TOTAL COMPENSATION | $10,840,000 | $31,752,500 | 192.9% | AVERAGE ANNUAL INCREASE OVER 15 YEARS IS 13% |
CEO Compensation vs. TSR
Over this 15-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 2025 Summary Compensation Table on page 58 of this Proxy Statement.
| TARGET COMPENSATION VS. TSR | SUMMARY COMPENSATION TABLE VS. TSR |
|---|
* NEIP = Non-Equity Incentive Plan Compensation in the Summary Compensation Table.
CEO 2025 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 January 2003 and became CEO in January 2008. Under Mr. Brown’s visionary and extraordinary leadership as CEO, the Company is a global leader in mission-critical safety and security technologies, committed to “Solving for safer” by innovating the solutions needed for safer communities, safer schools, safer hospitals, safer businesses, and ultimately, safer nations. 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 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 and continue to successfully execute the Company’s long-term strategy. The Company’s outstanding financial performance again in 2025 further illuminated the key role Mr. Brown plays at our Company.
| Motorola Solutions Notice of 2026 Annual Meeting of Shareholders and Proxy Statement | 45 |
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We are confident in Mr. Brown’s ability to continue to make strategic investments that strengthen our portfolio and grow our expanding business. 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 2025 target long-term incentive opportunity 20% from $22.865 million in 2024 to $27.365 million for 2025. His relative LTI pay position is above market median, maintaining significant alignment with shareholder value creation.
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