ZEBRA TECHNOLOGIES CORP
For the period ended May 8, 2025. Filed Mar 28, 2025.
View on SEC.govAbout 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 8, 2025 · Filed Mar 28, 2025
Contents
Proxy Voting Map
| Proposal1 | Election of three Class II directors with terms expiring in 2028 (page 13) |
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| The Board of Directors recommends a vote FOR all Director nominees |
The Board of Directors consists of ten directors. Eight of our directors are independent under Nasdaq listing requirements; the other two directors serve as Zebra’s Chair of the Board of Directors and 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 our long-term strategic goals.
| Name · Age · DirectorSince · PrimaryOccupation · Independent · CommitteeMemberships · Other CurrentPublic Co. andInvest Co.Directorships | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Class II Directors – Term Expires 2025 | |||||||||||||
| Nelda J. Connors | | 59 | | 2022 | | Founder, Chairwoman and Chief Executive Officer, Pine Grove Holdings, LLC | | ✓ | | AC* | | 3 | |
| Frank B. Modruson | | 65 | | 2014 | | President, Modruson & Associates, LLC and Retired Chief Information Officer, Accenture | | ✓ | | AC, NGC (Chair) | | 0 | |
| Michael A. Smith | | 70 | | 1991 | | Lead Independent Director, Zebra Technologies and Chair and Chief Executive Officer, Fire Vision LLC | | ✓ | | CCC, NGC | | 0 | |
| Class III Directors – Term Expires 2026 | |||||||||||||
| | William J. Burns | | 57 | | 2023 | | Chief Executive Officer, Zebra Technologies | | | | None | | 1 |
| Linda M. Connly | | 59 | | 2020 | | External Advisor, Bain & Company | | ✓ | | AC, NGC | | 0 | |
| Anders Gustafsson | | 64 | | 2007 | | Chair of the Board, Zebra Technologies | | | | None | | 2 | |
| Janice M. Roberts | | 69 | | 2013 | | Advisory Partner, Benhamou Global Ventures | | ✓ | | CCC (Chair) | | 1 | |
| Class I Directors – Term Expires 2027 | |||||||||||||
| Satish Dhanasekaran | | 52 | | 2023 | | President and Chief Executive Officer, Keysight Technologies | | ✓ | | CCC | | 1 | |
| | Ross W. Manire | | 73 | | 2003 | | Retired President and Chief Executive Officer, ExteNet Systems, Inc. | | ✓ | | AC* (Chair),NGC | | 2 |
| Kenneth B. Miller | | 54 | | 2024 | | Executive Vice President and Chief Financial Officer, Juniper Networks | | ✓ | | AC*, CCC | | 0 | |
AC = Audit Committee, CCC = Compensation and Culture Committee and NGC = Nominating and Governance Committee
*Audit Committee Financial Expert
| 8 | | Zebra Technologies Corporation I 2025 Proxy Statement | | |
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Board Composition Snapshot
Zebra’s Board is composed of ten 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 24.
| | | Zebra Technologies Corporation I 2025 Proxy Statement | | 9 |
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| Proposal2 | Advisory vote to approve Named Executive Officers’compensation (page 41) |
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| The Board of Directors recommends a vote FOR this proposal |
Zebra is seeking your advisory vote to approve the compensation of our NEOs as disclosed in this Proxy Statement. At the 2024 Annual Meeting, the advisory vote on executive compensation, or “Say-on-Pay” vote, received 40.2% support from our stockholders. Following the 2024 Annual Meeting, our Compensation and Culture Committee determined that it was necessary to better understand the perspectives of our stockholders and consider responsive actions that will enable us to regain our historically strong support for our executive compensation program. Senior members of our management team and Janice Roberts, the Chair of the Compensation and Culture Committee, undertook a thoughtful process to engage with stockholders, identify their concerns and take responsive action to address feedback heard. 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 44.
Compensation Components
| Element | Description | Link to Strategy and Performance | ||
| FIXED | SHORT-TERM | BASE SALARY | •Provides base compensation that is predictable and market competitive•Reflects the scope and complexity of NEOs’ roles and responsibilities | •Rewards current contributions to the Company•Attracts and retains high-level talent |
|---|---|---|---|---|
| AT-RISK | ANNUAL CASH INCENTIVE AWARDS | •Paid out in cash after 1-year performance period•Committee sets goals for each metric at the beginning of the performance period•Earned (or not) based on performance of Adjusted EBITDA (50%), Net Sales (30%) and Enterprise Asset Intelligence (“EAI”) Index performance (20%) goals•Payout based on achievement against goals and approved by the Committee | •Provides opportunity for near-term cash bonus based on the achievement of short term strategic corporate objectives | |
| LONG-TERM | TIME-VESTED RESTRICTED STOCK UNITS[40% of target equity value] | •Value is tied to Company performance and stock price•Vests ratably over three years | •Part of balanced equity program to reinforce retention | |
| PERFORMANCE-VESTED RESTRICTED STOCK UNITs [60% of target equity value] | •Paid out in stock after 3-year performance period•Committee sets a cumulative 3-year goal and three annual goals at the beginning of the performance period•Earned (or not) based on results against performance targets for Sales CAGR (50%), adjusted EBITDA margin (30%) and Free Cash Flow (“FCF”) conversion (20%) and over a three-year performance period•Value is tied to Company performance and stock price•Payout based on achievement against goals and approved by the Committee | •Provides incentive to achieve key objectives intended to maximize stockholder value•Links achievement of strategic corporate objectives, which are intended to drive long term growth | ||
| 10 | | Zebra Technologies Corporation I 2025 Proxy Statement | | |
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2024 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 creating 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 2024. Additionally, most of the NEOs’ compensation — consisting of target long-term and target short-term incentive compensation combined — is performance-based or “at risk.”
| | | Zebra Technologies Corporation I 2025 Proxy Statement | | 11 |
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Compensation Program Highlights
| compensation program Highlights | ||||||
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| | WHAT WE DO | | WHAT WE DON’T DO | | ||
| | A significant portion of executive pay is at-risk because it is based on performance and ultimately may not be earned | | We expressly forbid option and stock appreciation rights repricing without stockholder approval | | ||
| | We align compensation with stockholder interests by linking incentive compensation to Zebra’s overall performance | | We expressly forbid exchanges of underwater options or stock appreciation rights for cash | | ||
| | We review competitive compensation data, responsibilities of the role, tenure, and experience in setting target NEO compensation | | We do not provide excessive perquisites | | ||
| | We have robust Stock Ownership Guidelines for our Executive Officers and directors, who must retain at least 50% of vested equity awards or exercisable stock appreciation rights until Guidelines are met | | We do not guarantee salary increases or non- performance-based bonuses | | ||
| | We maintain caps on performance-based annual and long-term incentive payouts | | Our Securities Transactions and Confidentiality Policy expressly prohibits hedging, pledging and short selling Zebra securities | | ||
| | We consider, and attempt to mitigate, risk in our compensation program | | We do not provide one-time awards outside of extraordinary circumstances | | ||
| | We use an independent compensation consultant | | We do not offer excise tax gross-ups | | ||
| | We have “double-trigger” accelerated vesting of equity awards, which requires both a change in control and an involuntary termination | | | | ||
| | We conduct an annual talent management review, including succession planning | | | | ||
| | Our Clawback Policy covers recoupment of time-based and performance-based equity-based incentive compensation (vested or unvested) | | | | | |
| Proposal3 | Ratify the appointment of Ernst & Young LLP as ourindependent auditors for 2025 (page 83) |
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| The Board of Directors recommends a vote FOR this proposal |
In February 2025, the Audit Committee appointed Ernst & Young LLP (“E&Y”) to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The Audit Committee is directly involved in the annual review and engagement of E&Y 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.
| 12 | | Zebra Technologies Corporation I 2025 Proxy Statement | | |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.