DEF 14A of Zebra Technologies Corp

Filed Apr 3, 2026 · FY20250001104659-26-039488

Open on EDGAR

Election of Directors
Election of Directors The Board of Directors currently consists of eleven directors. Nine of Zebra’s directors are independent under Nasdaq listing requirements; our two non-independent (or affiliated) directors are the Chair of the Board Anders Gustafsson (who served as Zebra’s CEO until March 2023) and the Chief Executive Officer William J. Burns. The Board, on the recommendation of the Nominating and Governance Committee, has nominated William J. Burns, Linda M. Connly, Anders Gustafsson, and Janice M. Roberts to stand for election at the 2026 Annual Meeting of Stockholders. Each director nominee currently serves as a director of Zebra. Our Board is divided into three classes of directors with staggered three-year terms. Every year stockholders elect one class of directors. The Board recommends that stockholders re-elect the four Class III director nominees whose terms expire this year. If elected, Mr. Burns, Ms. Connly, Mr. Gustafsson, and Ms. Roberts will serve for a three-year term expiring at the 2029 Annual Meeting and until their successors are elected and qualified. Each of the director nominees has consented to stand for election and to serve if elected. However, if at the time of the Annual Meeting any nominee is unable or declines to serve, the individuals named in this Proxy Statement will, at the direction of the Board, either vote for the substitute nominee or nominees recommended by the Board, or vote to allow the vacancy to remain open until filled by the Board.
Election of Directors
| | The Board of Directors Recommends a Vote “FOR” the Election of William J. Burns, Linda M. Connly, Anders Gustafsson, and Janice M. Roberts to Serve as Class III Directors of Zebra. |
Election of Directors
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Biographical Information of Zebra’s Director Nominees and Continuing Directors
Biographical Information of Zebra’s Director Nominees and Continuing Directors This section provides biographical information about the director nominees and our continuing directors, including specific professional experience and key qualifications that led the Board to conclude that the nominee should serve as a director.
Director Nominees
Director Nominees
Director Nominees
| William J. Burns | | | Chief Executive Officer Class III Director (Term Expires 2026) Director since: 2023 Age: 58 Committees: ● None | Key Qualifications and Expertise ● Over thirty years of senior leadership experience in hardware and software industries and significant technology industry executive perspective and expertise ● Proven executive leadership as Zebra’s current CEO and the former CEO of two other technology companies, with deep experience in corporate strategy, international operations, and managing complex organizations ● Extensive capabilities in driving technology and innovation, addressing emerging trends, and developing new business models gained through service as Zebra's former Chief Product and Solutions Officer and other leadership roles ● Broad range of skills, including public company corporate governance, corporate strategy and planning, sales and marketing and M&A Professional Highlights ● Zebra Technologies Corporation o Chief Executive Officer, since 2023 o Chief Product and Solutions Officer, 2015 to 2023 ● Embrane, Inc. (Enterprise software company focused on management of virtualized network services) o Chief Executive Officer, 2014 to 2015 ● Spirent Communications plc (LSE: SPT) (Telecommunications test and measurement solutions company) o Chief Executive Officer, 2008 to 2013 o Chief Executive Officer, Communications Group, 2004 to 2008 Public Company Board Directorships ● Oshkosh Corporation (Industrial technology company and manufacturer of purpose-built vehicles and equipment) (NYSE: OSK), since 2024 Other Professional Experience and Community Involvement ● Member, The Business Roundtable ● Director, Long Island Association, Inc. |
Director Nominees
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Director Nominees
| Linda M. Connly | | | Independent Class III Director (Term Expires 2026) Director since: 2020 Age: 60 Committees: ● Audit ● Nominating and Governance | Key Qualifications and Expertise ● Over thirty years of consulting and technology leadership experience ● Deep expertise in revenue acceleration and go-to-market strategy developed during tenure as a Partner in Bain & Company's Commercial Excellence practice and in various leadership roles at Dell leading sales transformations and optimizing sales channels ● Valuable experience overseeing business transformation from hardware to software solutions ● Expertise in mergers and acquisition integration, including leading the 2015 go-to-market integration for Dell and EMC, the largest technology merger in history at the time Professional Highlights ● Bain & Company (Management consulting firm) o External Advisor, since January 2025 o Partner, Commercial Excellence, 2020 to 2024 o Expert Advisor, 2018 to 2020 ● Connly Advisory Group LLC (Personal consulting practice) o Chief Executive Officer, since 2018 ● RackSpace Technology, Inc. (NASDAQ: RXT) (Cloud computing company) o Interim Executive Vice President and Managing Director, America, 2018 to 2019 ● Dell Technologies (NYSE: DELL) (Data infrastructure provider) o Senior Vice President, Operations and Customer Strategy, Infrastructure Solutions Group, 2016 to 2018 ● EMC Corporation (Enterprise data storage company) (acquired by Dell Technologies in 2016) o Senior Vice President, Go-to-Market Integration, 2015 to 2016 o Various leadership roles in sales, marketing and operations, 2000 to 2015 Public Company Board Directorships ● Carbonite, Inc. (NASDAQ: CARB) (Cloud and hybrid backup solutions provider) (acquired by OpenText Corporation in 2019), 2019 Private Company Board Directorships ● Presidio, Inc. (Global digital solutions and services provider) (acquired by Clayton Dublier & Rice and BC Partners in 2024), 2020 to 2024 Other Professional Experience and Community Involvement ● Trustee, Saint Anselm College, 2020 to 2022 ● Advisor, Wasabi Technologies (Cloud storage solution provider), 2019 to 2020 |
Director Nominees
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Director Nominees
| Anders Gustafsson | | | Chair of the Board Class III Director (Term Expires 2026) Director since: 2007 Age: 65 Committees: ● None | Key Qualifications and Expertise ● Over thirty years of executive leadership experience ● Unparalleled knowledge of Zebra’s business, industry, and operations gained as the Company’s former CEO for over fifteen years, along with significant international business experience and financial expertise ● Deep expertise in strategic planning and organizational streamlining and integrating historic acquisitions at companies in an executive capacity ● Extensive experience in technology and innovation including product development, disruptive innovation, new business models, cybersecurity and technology trends ● Developed corporate governance experience and proficiency in risk management and compliance processes through service on numerous public companies’ boards Professional Highlights ● Zebra Technologies Corporation o Chief Executive Officer, 2007 to 2023 ● Spirent Communications plc (Automated network testing solutions provider) o Chief Executive Officer, 2004 to 2007 ● Tellabs, Inc. (Networking solutions provider) o Senior Executive Vice President Global Business Operations, 2004 o Various other executive roles, 2000 to 2004 Public Company Board Directorships ● NetApp Inc. (Data infrastructure company) (NASDAQ: NTAP), since 2023 ● International Paper Company (Pulp and paper company) (NYSE: IP), since 2019 ● Dycom Industries Inc. (Specialty telecommunications contracting services provider) (NYSE: DY), 2013 to 2020 |
Director Nominees
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Director Nominees
| Janice M. Roberts | | | Independent Class III Director (Term Expires 2026) Director since: 2013 Age: 70 Committees: ● Compensation and Culture (Chair) | Key Qualifications and Expertise ● Over thirty-five years of global technology operating and venture capital experience, including over thirty years in Silicon Valley ● Marketing and sales executive experience including as Global Lead of Marketing and Sales at 3Com ● Unique perspective on identifying and investing in innovative technologies gained as a global technology executive and a venture capital partner ● Deep understanding of international markets and global operational strategy, having held senior executive roles with global responsibilities in Europe and the United States ● Extensive background serving on numerous public company boards with experience on all key committees and as Lead Independent Director at several technology growth companies with early stage investing in innovative new businesses Professional Highlights ● Benhamou Global Ventures LLC (Venture capital firm) o Partner and Advisory Partner on various funds, 2014 to present ● Mayfield Fund (Venture capital firm) o Managing Director, 2000 to 2013 ● 3Com Corporation (Digital electronics manufacturer) o Various global executive roles, including President of Palm Computing, 1992 to 2000 ● BICC Data Networks Ltd. (Networking and Communications company) o Managing Director, 1990 to 1992 Public Company Board Directorships ● NETGEAR, Inc. (Computer networking company) (Nasdaq: NTGR), since 2019 ● Zynga Inc. (Social game developer company) (NASDAQ: ZNGA), 2017 to 2022 ● RealNetworks, Inc. (Digital media, mobile messaging content and streaming services) (NASDAQ: RNWK), 2010 to 2020 ● ARM Holdings Plc (Semiconductor and software company), 2011 to 2016 Private Company Board Directorships ● Totango Inc. (Enterprise customer success software platform), since 2022 ● Uneeq Ltd. (AI-centric digital human solutions), since 2022 ● VIVIDQ Ltd (Holographic display technology) since 2023 ● Good Samaritan Hospital, San Jose (HCA Healthcare) Member of Board of Trustees, 2024 to present |
Director Nominees
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Continuing Directors
Continuing Directors
Continuing Directors
| Nelda J. Connors | | | Independent Class II Director (Term Expires 2028) Director since: 2022 Age: 60 Committees: ● Audit (Financial Expert) | Key Qualifications and Expertise ● Over twenty-five years of senior executive experience across a range of industries, including diversified industrial and automotive end-markets ● Strong financial acumen, including proficiency in financial management and financial reporting processes, as well as experience leading an independent investment firm and serving as a member of audit committees on other public companies’ boards ● Comprehensive understanding of strategy, risk management, complex operations across different markets, M&A and business transformation ● Deep expertise in corporate governance gained as a director on numerous public company boards Professional Highlights ● Pine Grove Holdings, LLC (Private investment company) o Founder, Chairwoman and Chief Executive Officer, since 2011 ● Red Arts Capital (Private investment company) o Senior Operating Partner, since 2022 ● Atkore International Inc. (formerly the Electrical and Metal Products division of Tyco International) (NYSE: ATKR) o President and Chief Executive Officer, 2008 to 2011 Public Company Board Directorships ● Carnival Corporation & plc (Cruise line operator) (NYSE: CCL), since 2024 ● ConocoPhillips Inc. (Petroleum exploration and production company) (NYSE: COP), since 2024 ● Otis Worldwide Corporation (Elevator manufacturer) (NYSE: OTIS), since 2022 ● Baker Hughes Holdings LLC (Oil field services company) (NYSE: BKR), 2020 to 2024 ● Boston Scientific Corp. (Life sciences company) (NYSE: BSX), 2009 to 2024 ● BorgWarner Inc. (Car parts and accessories manufacturer) (NYSE: BWA), 2020 to 2022 ● Enersys Inc. (Stored energy solutions provider) (NYSE: ENS), 2017 to 2021 ● Echo Global Logistics Inc. (Enterprise logistics provider) (NASDAQ: ECHO), 2013 to 2020 ● CNH Industrial NV (Agricultural machinery manufacturer) (NYSE: CNHI), 2013 to 2020 |
Continuing Directors
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Continuing Directors
| Satish Dhanasekaran | | | Independent Class I Director (Term Expires 2027) Director since: 2023 Age: 53 Committees: ● Compensation and Culture | Key Qualifications and Expertise ● Over twenty-five years of experience in communications technology and electronic design and test industries ● Proven leadership record as CEO of Keysight Technologies and success in transforming hardware-centric businesses to drive growth in both software and solutions ● Extensive international business experience in various executive and leadership roles, with expertise in developing innovative culture, M&A, corporate governance and marketing and sales Professional Highlights ● Keysight Technologies, Inc. (NYSE: KEYS) (Electronic test and measurement equipment company) (spun off from Agilent Technologies Inc. in 2014) o President and Chief Executive Officer, since 2022 o Chief Operating Officer, 2020 to 2022 o Senior Vice President and President, Communication Solutions Group, 2017 to 2020 o General Manager, 2014 to 2017 ● Agilent Technologies Inc. (NYSE: A) (Life sciences company) o Various leadership roles in business development, 2006 to 2014 Public Company Board Directorships ● Keysight Technologies, Inc., since 2022 Other Professional Experience and Community Involvement ● Sponsor, Keysight’s participation on the United States Federal Communications Commission Technological Advisory Committee ● Member, NextG Alliance |
Continuing Directors
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Continuing Directors
| Ross W. Manire | | | Independent Class I Director (Term Expires 2027) Director since: 2003 Age: 74 Committees: ● Audit (Financial Expert) ● Nominating and Governance | Key Qualifications and Expertise ● Over thirty years of experience in business management, finance and leadership ● Robust financial and accounting expertise gained from role as Partner at Ernst & Young and as CFO of U.S. Robotics ● Valuable perspective on cybersecurity risk management developed during service as an executive officer in the technology and telecommunications industries ● A vast skillset including experience in M&A, international business, marketing and sales, technology and innovation, cultivated during extensive tenure as an executive officer and a public company board member Professional Highlights ● ExteNet Systems, Inc. (Wireless networking company) o President and Chief Executive Officer, 2002 to 2018 ● Flextronics International, Ltd. (Electronics manufacturer) o President, Enclosure Systems Division, 2000 to 2002 ● Chatham Technologies Inc. (Electronic enclosure manufacturer) (Acquired by Flextronics International Ltd. in 2000) o President and Chief Executive Officer, 1999 to 2000 ● US Robotics (Computer modems and related products company) o Various executive roles, 1991 to 1998 ● Ernst & Young LLP (Professional services partnership) o Partner, Entrepreneurial Service Group, 1984 to 1989 Public and/or Investment Company Board Directorships ● Andersons, Inc. (Agribusiness) (NASDAQ: ANDE), since 2008 ● Columbia Capital, L.P. (Private investment company), since 2019 Private Company Board Directorships ● Hellen Systems, Inc. (Positioning, navigating, and timing technology company), since 2022 ● Quicket Solutions, Inc. (Cloud-based workflow automation company), since 2021 ● Vivacity LLC (Telecommunications company), since 2019 |
Continuing Directors
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Continuing Directors
| Class I Director (Term Expires 2027) 2003 73 es: ● (Financial Expert) ● Governance | ● ) o , 2002 to 2018 ● ) o , 2000 to 2002 ● o , 1999 to 2000 ● Robotics (Computer modems and related products company) o 1991 to 1998 ● & Young LLP (Professional services partnership) o , 1984 to 1989 Investment Company Board Directorships ● ● Company Board Directorships ● ● ● | | Mary McDowell | | | Class II Director (Term Expires 2028) Director since: 2025 Age: 61 Committees: ● Compensation and Culture | Key Qualifications and Expertise ● Over thirty years of experience leading global technology organizations ● Significant international business, executive leadership, technology and innovation and strategic planning experience, having served as President and CEO of Mitel Networks and as CEO of Polycom, as well as in numerous senior executive positions at Nokia ● Proven track record of implementing cutting-edge innovation in the technology space and leading corporate change, including managing Nokia’s $15 billion global feature phone business ● Extensive corporate governance expertise through service on numerous public companies’ boards, including as Senior Independent Director for Informa and as Chair of the Compensation and Human Resources Committee at Autodesk Professional Highlights ● Mitel Networks Corporation (Telecommunications company) o President and Chief Executive Officer, 2019 to 2021 ● Polycom, Inc. (Telecommunications company) o Chief Executive Officer, 2016 to 2018 ● Nokia Corporation (Telecommunications, information technology and consumer electronics company) (NYSE: NOK) o Executive Vice President and General Manager, Mobile Phones, 2010 to 2012 o Executive Vice President and Chief Development Officer, 2008 to 2010 o Executive Vice President and General Manager, Enterprise Solutions, 2004 to 2007 Public Company Board Directorships ● Arrow Electronics, Inc. (Electronic components and enterprise computing company) (NYSE: ARW), since 2023 ● TechTarget, Inc. (d/b/a Informa TechTarget) (Data-driven marketing services) (NASDAQ: TTGT), 2024 to March 2026 ● Autodesk, Inc. (Software company) (NASDAQ: ADSK), 2010 to June 2025 ● Informa Plc (Publishing, business intelligence and exhibitions company) (LSE: INF), 2018 to 2024 ● UBM Plc (Exhibitions and media company) (LSE: UBMPY), 2014 to 2018 ● Bazaarvoice Inc. (Software company) (NASDAQ: BV), 2014 to 2016 Private Company Board Directorships ● Mitel Networks Corporation (Telecommunications company), 2019 to 2022 ● Polycom, Inc. (Telecommunications company), 2016 to 2018 Other Professional Experience and Community Involvement ● Chair, Board of Visitors of the Grainger College of Engineering at the University of Illinois Urbana-Champaign, since 2023 ● Executive Partner, Siris Capital Group, LLC (Private investment company), 2016 |
Continuing Directors
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Continuing Directors
| Kenneth B. Miller | | | Independent Class I Director (Term Expires 2028) Director Since: 2024 Age: 55 Committees: ● Audit (Chair) (Financial Expert) ● Compensation and Culture | Key Qualifications and Expertise ● Over thirty years of leadership and public company financial experience ● Financial acumen and expertise gained from tenure as Executive Vice President and CFO of Juniper Networks and from prior accounting firm experience, along with valuable experience in overseeing business transformation and leading strategic acquisitions and integration as CFO ● Vast skillset across international business, technology and innovation, M&A and associated integrations, strategic planning, corporate governance, enterprise risk management and cybersecurity Professional Highlights ● Juniper Networks, Inc. (AI networking and cloud computing company) (acquired by Hewlett Packard Enterprise Company in July 2025) o Executive Vice President and Chief Financial Officer, 2016 to July 2025 o Various accounting and financial leadership roles, 1999 to 2016 ● Ernst & Young LLP (Professional services partnership) o Various accounting and financial leadership roles, 1993 to 1999 Other Professional Experience and Community Involvement ● Accounting Advisory Board Member, Santa Clara University School of Business ● Former Member, CFO Leadership Council ● 2022 Nominee, Bay Area CFO of the Year |
Continuing Directors
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Continuing Directors
| Frank B. Modruson | | | Independent Class II Director (Term Expires 2028) Director since: 2014 Age: 66 Committees: ● Audit ● Nominating and Governance (Chair) | Key Qualifications and Expertise ● Over thirty-five years of leadership, technology, and customer-facing experience ● Extensive experience leveraging technology as a strategic asset gained during service at Accenture ● Significant experience in information technology and leading business transformation, as well as proficiency in cybersecurity and risk-mitigation practices, gained while Chief Information Officer leading deployment and operations of IT strategy supporting hundreds of thousands of Accenture employees ● Vast skillset across M&A, international business and operations through service as an executive, public company board member and other leadership roles ● Experience in corporate governance developed through service as a member and chair of the nominating and governance committees of a number of public and private companies’ boards Professional Highlights ● Modruson & Associates, LLC (Personal consulting practice) o President, since 2015 ● Accenture PLC (Professional services company) o Chief Information Officer, 2003 to 2014 o Partner, 1997 to 2003 o Various roles, 1988 to 1997 Public Company Board Directorships ● First Midwest Bancorp, Inc. (Retail and business banking) (merged with Old National Bancorp in 2022), 2016 to 2022 ● LANDAUER, Inc. (Radiation safety products and services) (NYSE: LDR), 2017 Private Company Board Directorships ● Hy Cite Enterprises, LLC (Direct selling organization), since 2019 ● Forsythe Technologies (IT reseller) ESOP, 2014 to 2017 Other Professional Experience and Community Involvement ● Trustee, Chicago Symphony Orchestra ● Board member, Lyric Opera of Chicago ● Board member, Glen Ellyn Volunteer Fire Company |
Continuing Directors
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Continuing Directors
| Michael A. Smith | | | Lead Independent Director Independent Class II Director (Term Expires 2028) Director since: 1991 Age: 71 Committees: ● Nominating and Governance | Key Qualifications and Expertise ● Over forty years of industry and financial services experience ● Deep proficiency in complex financial management, capital allocation, and financial reporting processes gained through senior investment banking experience and service as Chairman and CEO of FireVision ● Vast skillset including the development and implementation of strategic priorities and business transformations, M&A and international business experience ● Substantial expertise in corporate governance best practices, CEO succession planning and board effectiveness, developed during service as Zebra’s Lead Independent Director Professional Highlights ● Fire Vision LLC (Private investment company) o Chair and Chief Executive Officer, since 2000 ● NationsBanc Montgomery Securities (Investment bank) o Manager, Investment Banking and M&A, 1994 to 1999 Private Company Board Directorships ● SRAM International Corp. (Bicycle components, design and manufacturing company), since 2011 ● Blue Star Lubrication Tech (Lubricant and metalworking fluids company), 2006 to 2017 Other Professional Experience and Community Involvement ● NACD Directorship Certified(TM) ● CERT Certificate in Cyber-Risk Oversight Program, Carnegie Mellon Software Engineering Institute |
Continuing Directors
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Board Leadership Structure
Board Leadership Structure Pursuant to our Corporate Governance Guidelines, the Board annually appoints a Chair of the Board from among its members. This selection is based upon the Board’s assessment of the best governance structure for Zebra and the Board. If the individual appointed to serve as Chair of the Board is not an independent director, the independent directors also appoint a Lead Independent Director. Anders Gustafsson has served as Chair of the Board since 2024. Mr. Gustafsson is Zebra’s former CEO and served as Executive Chair of the Board from 2023 to 2024. Mr. Gustafsson created tremendous value for stockholders during his service as CEO and his deep knowledge and expertise continues to benefit the Board. Michael Smith has served as the Board’s Lead Independent Director since 2024. Mr. Smith has served as an independent director since 1991 and previously served as the independent Chair of the Board from 2007 to 2023. Mr. Smith provides independent leadership that reflects his historical experience with Zebra and the Board. The Board believes that this structure is optimal at this time as this arrangement facilitates an environment where the Board closely collaborates with management while ensuring Zebra’s independent directors can effectively oversee performance and accountability of senior leaders.
Board Leadership Structure
| | In his capacity as Chair of the Board, Mr. Gustafsson’s duties include, but are not limited to, the following: | In his capacity as Lead Independent Director, Mr. Smith’s duties include, but are not limited to, the following: | | | ● Presiding at all meetings of stockholders and of the Board, including executive sessions of the whole Board ● Approving Board agenda items, in collaboration with the Lead Independent Director and the CEO, and Board and committee meeting schedules as well as monitoring the quality of the information sent to the Board ● Working with the Lead Independent Director, the CEO and the Board on the Company’s talent management, which includes succession planning of our Executives and their teams ● Working with the Nominating and Governance Committee Chair and the Lead Independent Director with respect to oversight of corporate governance matters; assignment of directors to Board committees and assignment of committee chairs; oversight of continuing education for directors; as well as recruitment, selection and orientation of new directors ● Working with the Lead Independent Director and the Nominating and Governance Committee Chair to coordinate the annual self-evaluations process ● Encouraging director participation at meetings and promoting effective communication on developments occurring between Board meetings ● Acting as a liaison between management and the Board | | ● Calling meetings of independent directors, executive sessions, Board meetings, and meetings with individual directors and members of management ● Serving as liaison between independent directors and the Chair of the Board ● Briefing the CEO on issues arising from executive sessions ● Collaborating with the Chair of the Board and the CEO to review and approve Board agendas and relevant information provided to the Board ● Working with the Chair of the Board and the Nominating and Governance Committee Chair to coordinate the annual self-evaluations process ● Leading the independent directors’ evaluation of the CEO’s performance ● Working with the Nominating and Governance Committee Chair to coordinate the recruitment, selection, and orientation of new directors ● Facilitating discussion among independent directors on key issues and concerns outside of full Board meetings, including contributing to the oversight of the CEO and management succession planning ● Leading Board meetings when the Chair of the Board is not present and providing feedback to the Chair of the Board and management from any meetings of independent directors, when appropriate ● Presiding at all executive sessions of the independent directors | |
Board Leadership Structure
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Non-Employee Director Compensation
Non-Employee Director Compensation Zebra’s director compensation program is designed to attract and retain highly qualified non-employee directors. Mr. Burns does not receive additional compensation for his service as a director. Non-employee director compensation consists of cash, to compensate directors for their service on the Board and its committees, and equity, to align our directors’ and stockholders’ interests. The Compensation and Culture Committee considers market data, alignment with stockholder interests, and independent compensation consultant input on an annual basis to determine whether it will recommend changes to the director compensation program to the Board for approval. In November 2024, the Compensation and Culture Committee reviewed information regarding peer group and technology industry non-employee director compensation practices, as well as peer group financial performance. (For more information on the peer group, see CD&A — Our Compensation Approach, beginning on page 56). Using this information, the Compensation and Culture Committee determined that the 2024 total mix of non-employee director compensation was generally aligned with the medians for our peer group and the technology industry but recommended that the Board approve a reduction of the Lead Independent Director’s annual cash retainer from $100,000 to $50,000. The Board approved this recommendation for the 2025 director compensation program.
Elements of Director Compensation
Elements of Director Compensation Our non-employee director compensation for 2025 was awarded with a combination of cash and equity, as shown below.
Elements of Director Compensation
| Annual cash retainer | ● $90,000 for all non-employee directors | | Annual equity retainer | ● Target grant date fair value of $220,000 for all non-employee directors ● Awarded in the form of fully-vested common stock | | Annual cash retainer for the Chair of the Board | ● $100,000 | | Annual cash retainer for the Lead Independent Director | ● $50,000 | | Annual cash retainer for committee chairs | ● $30,000 for the Compensation and Culture Committee chair ● $30,000 for the Audit Committee Chair ● $15,000 for the Nominating and Governance Committee chair | | Annual cash retainer for non-chair committee members | ● $15,000 for each Compensation and Culture Committee member ● $15,000 for each Audit Committee member ● $10,000 for each Nominating and Governance Committee member | | Additional meeting fees | ● $2,000 for each in-person Board meeting in excess of five in-person Board meetings per year ● $1,000 for each special Board meeting in excess of two special Board meetings per year ● $1,500 for the chair and $1,000 for other committee members for each in-person committee meeting in excess of five in-person committee meetings per year, with no additional fee for special committee meetings |
Elements of Director Compensation
Non-employee directors may also participate in Zebra’s non-qualified deferred compensation plan and Zebra’s group medical and dental plans, and they are reimbursed for expenses they incur to attend Board and committee meetings.
Elements of Director Compensation
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2025 Non-Employee Director Compensation
2025 Non-Employee Director Compensation In May 2025, the Compensation and Culture Committee approved annual equity grants with a target value of $220,000 for each of the nine non-employee directors, which were awarded in the form of 696 shares of fully-vested common stock with an actual value of $220,257. Ms. McDowell joined the Board in July 2025 and received a prorated award with a target value of $179,616 awarded in the form of 569 shares of fully-vested common stock with an actual value of $179,810. The following table provides information regarding the compensation of our non-employee directors for 2025.
2025 Non-Employee Director Compensation
| | Fees Earned or | Stock | All Other | | | | Paid in Cash | Awards | Compensation | Total | | Name | ($) | ($)(1) | ($) | ($) | | Linda Connly | 115,000 | 220,257 | — | 335,257 | | Nelda Connors | 105,000 | 220,257 | — | 325,257 | | Satish Dhanasekaran | 105,000 | 220,257 | — | 325,257 | | Anders Gustafsson | 190,000 | 220,257 | — | 410,257 | | Ross Manire | 135,000 | 220,257 | — | 355,257 | | Mary McDowell | 45,652 | 179,810 | — | 225,462 | | Kenneth Miller | 118,500 | 220,257 | — | 338,757 | | Frank Modruson | 124,000 | 220,257 | — | 344,257 | | Janice Roberts | 125,000 | 220,257 | — | 345,257 | | Michael Smith | 166,000 | 220,257 | — | 386,257 |
2025 Non-Employee Director Compensation
| (1) The amounts in the table represent the aggregate grant date fair value for these awards computed in accordance with Financial Accounting Standards Codification 718, Compensation — Stock Compensation. Please see Note 15, “Share-Based Compensation,” of Zebra’s consolidated financial statements included in Zebra’s Annual Report on Form 10-K for the year ended December 31, 2025, for a discussion of assumptions made in calculating the grant date fair value of these awards. |
Compensation Governance Practices
| ● | Link a meaningful percentage of an executive’s compensation to Company performance and strategy, with a balance between short-term and long-term performance; |
Compensation Governance Practices
| ● | Robust stock ownership guidelines that align executives with long-term interests of stockholders. |
Compensation Governance Practices
| 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 | | | Annually review programs to confirm that our compensation programs do not encourage excessive risk-taking and have appropriate risk-mitigating features | | 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) | | |
Roles of Management, the Compensation and Culture Committee, and the Independent Compensation Consultant
Roles of Management, the Compensation and Culture Committee, and the Independent Compensation Consultant
Roles of Management, the Compensation and Culture Committee, and the Independent Compensation Consultant
| Role of Management | ● CEO makes recommendations to the Committee regarding other NEOs’ compensation by considering market practices and data, individual and company performance, role, responsibilities, tenure, experience, succession planning and the independent compensation consultant’s guidance. | | Role of the Compensation and Culture Committee | ● The Committee consists entirely of independent directors, none of whom have ever been employed by Zebra. ● The Committee oversees Zebra’s compensation and benefit programs, particularly as those programs apply to our NEOs and non-employee directors. ● The Committee makes final decisions regarding all aspects of compensation for NEOs other than the CEO (such executives, “Other NEOs”). ● The Committee recommends a compensation package and the related performance targets for the CEO for final approval by the Board of Directors. | | Role of the Independent Compensation Consultant | ● The Committee engaged FW Cook as its independent compensation consultant. ● The consultant provides an independent perspective on our compensation program, competitive peer group and executive compensation data, analysis and guidance to support the Committee. ● The Committee annually assesses the consultant’s independence pursuant to relevant Securities and Exchange Commission and Nasdaq rules. To that end, the Committee reviewed FW Cook’s independence in February 2026 and concluded that no conflict of interest existed that would prevent them from providing independent advice. |
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, responsibilities, experience and skillset | ● Rewards current contributions to the Company ● Attracts and retains high-level talent | | At-Risk | | Zebra Incentive Plan (“ZIP”) | ● Committee sets goals for each financial performance goal at the beginning of the plan year ● Earned (or not) based on Adjusted EBITDA (40%), Net Sales (40%) and Strategic Growth Index(1) (20%) financial performance goals ● Committee approves payout based on achievement against financial performance goals and individual performance goals ● Paid out in cash after the plan year | ● Provides opportunity for leaders to earn financial rewards based on achieving certain annual performance objectives ● Promotes the interests of Zebra by strengthening its ability to attract, motivate, and retain employees | | | Long-Term | Time-Vested Restricted Stock Units (“RSUs”) 40% of target equity value | ● Paid out in stock ratably over 3 years ● Value is tied to Company performance and stock price | ● Part of balanced equity program to reinforce retention | | | | Performance-Vested Restricted Stock Units (“PVRSUs”) 60% of target equity value | ● Paid out in stock after 3-year performance period ● Committee sets 3- year goals and performance goals and performance targets at the beginning of the performance period ● Earned (or not) based on results against performance goals for Net Sales Compounded Annual Growth Rate (“CAGR”) (50%), Adjusted EBITDA Margin Percentage (30%) and Free Cash Flow (“FCF”) Conversion (20%) ● Value is tied to Company performance and stock price ● Committee approves payout based on achievement against performance goals and performance targets | ● Provides incentive to achieve strategic corporate objectives intended to maximize stockholder value and drive long-term, sustainable growth |
Compensation Components
| Our Pay Outcomes are Aligned with Performance over the 1- and 3-year Periods | Zebra Incentive Plan | | 114.7% Payout | No adjustments based off individual performance goals were applied in 2025, and financial performance goals resulted in a performance percentage of 114.7% of the target incentive award for all NEOs | | | Performance-Vested Restricted Stock Awards | | 46.8% of Target Vesting | PVRSUs with a performance period ending on December 31, 2025 were earned at 46.8% of target |
Realized Pay Alignment with Overall Performance
Realized Pay Alignment with Overall Performance Target pay is established based on our philosophy and compared to market assuming target performance. However, Zebra’s NEOs have a majority of their pay at risk based on performance. Specifically, most of their compensation is awarded in PVRSUs. Accordingly, the CEO’s realized compensation varies significantly based on corporate performance of strategic goals and overall stock price. Below is a chart illustrating the targeted value of the CEO’s 2023 LTI award compared to the actual value realized or realizable as of December 31, 2025. Target Value: Sum of the grant date fair value of Mr. Burns’ 2023 RSU award granted on March 1, 2023 (9,992 RSUs) and Mr. Burns’ two PVRSU awards granted on May 4, 2023 (17,409 and 9,672 PVRSUs). Mr. Burns received an annual award comprised of RSUs and PVRSUs. The 9,672 PVRSU grant was awarded in connection with his promotion to CEO. The table above reflects the sum total of these awards. Realized/ Realizable Value: Represents value realized at vest of the first two tranches of RSUs granted on March 1, 2023 plus the value of the last tranche of RSUs as of December 31, 2025. Also includes the earned PVRSUs (at 46.8% of target) granted on May 4, 2023 as of December 31, 2025. 2025 Annual Compensation
2025 Financial Performance Goals and Performance Payout Percentage
2025 Financial Performance Goals and Performance Payout Percentage The Committee set threshold, target and maximum performance goals for each metric based on the 2025 business plan. Failure to achieve threshold for a financial performance goal results in a 0% payout for such metric.
2025 Financial Performance Goals and Performance Payout Percentage
| Performance Goal | Performance Threshold | Performance Target | Performance Maximum | | Net Sales | 92.5% | 100.0% | 105.0% or more | | Adjusted EBITDA | 80.0% | 100.0% | 112.5% or more | | SGI | 75.0% | 100.0% | 115.0% or more | | Associated payout | 50% | 100% | 200% |
2025 Financial Performance Goals and Performance Payout Percentage
| 50 | Zebra Technologies Corporation I 2026 Proxy Statement |
2025 Financial Performance Goals and Performance Payout Percentage
The percentage and actual dollar value of the 2025 ZIP’s threshold, target and maximum performance goals for the three financial metrics and the corresponding funding for the NEOs are shown below.
2025 Financial Performance Goals and Performance Payout Percentage
| Performance Goal | Performance Threshold (50% of target payout) | Performance Target (100% of target payout) | Performance Maximum (200% of target payout) | Actual Performance Percentage | Performance Percentage | | Net Sales | | | | $5,290.3 million; 101.0% of target | 119.2% | | Adjusted EBITDA | | | | $1,166.7 million; 101.1% of target | 108.4% | | SGI | | | | $439.1 million; 102.8% of target | 118.5% |
2025 Financial Performance Goals and Performance Payout Percentage
Zebra’s actual performance financial goals resulted in a total ZIP performance percentage for 2025 of 114.7% for our NEOs, as shown below:
2025 Financial Performance Goals and Performance Payout Percentage
| (Net Sales Financial Performance x 40%) | + | (Adjusted EBITDA Financial Performance x 40%) | + | (SGI Financial Performance x 20%) | = | Total ZIP Performance Percentage | | (119.2% x 40%) | | (108.4% x 40%) | | (118.5% x 20%) | | 114.7% |
2025 ZIP Awards for the NEOs
| (1) Mr. White’s 2025 ZIP payout was forfeited upon his resignation in November 2025. |
2025 Long-Term Equity Incentive Awards
2025 Long-Term Equity Incentive Awards
Form of Awards
| 1. | Restricted Stock Units (“RSUs”), which vest ratably over three years; and |
Form of Awards
| 2. | Performance-Vested Restricted Stock Units (“PVRSUs”), which are earned (or not) based on results of three performance goals during a 3-year performance period and cliff vest three years after grant. |
Target Awards
Target Awards The Committee, with the independent compensation consultant’s advice, recommended the CEO LTI award to the Board. After reviewing market data, the Committee recommended and the Board approved a target LTI award valued at $11,000,000 for Mr. Burns in 2025. The Committee approves LTI values for the Other NEOs. The Committee reviewed market data and considered LTI awards for the NEOs. Based on that data, the CEO recommended, and the Committee approved market competitive LTI awards for the Other NEOs. The 2025 LTI awards were granted to the NEOs on March 4, 2025. To determine the number of RSUs and PVRSUs granted, the LTI value for each vehicle was divided by the closing price of our common stock on the day preceding the grant date. The following table shows the grant date fair market value of LTI awards for each NEO in 2025, and the number of RSUs and PVRSUs granted.
Target Awards
| | Total Fair Market Value | | | | Named Executive Officer | of LTI Award | RSUs | PVRSUs | | William Burns | $11,000,000 | 14,340 | 21,510 | | Nathan Winters | $4,150,000 | 5,410 | 8,115 | | Richard Hudson | $2,700,000 | 3,520 | 5,280 | | Cristen Kogl | $2,500,000 | 3,260 | 4,889 | | Jeffrey Schmitz | $2,200,000 | 2,868 | 4,302 | | Joseph White (1) | $3,125,000 | 4,074 | 6,111 |
Target Awards
| (1) Mr. White forfeited his 2025 LTI award when he resigned in November 2025. Although Mr. White was retirement-eligible pursuant to the 2018 Long-Term Incentive Plan, he did not receive continued vesting of these awards due to a change to award agreements in 2025. |
RSUs Granted in 2025
RSUs Granted in 2025 To provide long-term perspective and retention incentive, the Committee determined that the RSUs granted in 2025 to the NEOs will vest one-third on each of the first three anniversaries of the grant date.
How PVRSUs are Earned
| Three annual performance targets | | | | | | | | | | FY 2025 | | FY 2026 | | FY 2027 | | TOTAL OPPORTUNITY | | Annual performance for Net Sales CAGR | 16.7% of PVRSUs potential annual vest | + | 16.7% of PVRSUs potential annual vest | + | 16.7% of PVRSUs potential annual vest | = | Up to 50% possible total of the target PVRSUs can be earned if goal is achieved in each year | | Annual performance for Adjusted EBITDA Margin | 10.0% of PVRSUs potential annual vest | + | 10.0% of PVRSUs potential annual vest | + | 10.0% of PVRSUs potential annual vest | = | Up to 30% possible total of the target PVRSUs can be earned if goal is achieved in each year | | Annual performance for FCF Conversion | 6.7% of PVRSUs potential annual vest | + | 6.7% of PVRSUs potential annual vest | + | 6.7% of PVRSUs potential annual vest | = | Up to 20% possible total of the target PVRSUs can be earned if goal is achieved in each year | | ANNUAL PERFORMANCE CAN ONLY EARN A MAXIMUM PAYOUT OF UP TO 100% OF TARGET | | | | | | | |
How PVRSUs are Earned
| | Target Number | Number of | Payout | | Named Executive Officers | of PVRSUs Granted in 2023 | PVRSUs Earned | Percentage | | William Burns (1) | 27,081 | 12,673 | 46.8% | | Nathan Winters | 8,705 | 4,073 | 46.8% | | Richard Hudson | 743 | 347 | 46.8% | | Cristen Kogl | 5,223 | 2,444 | 46.8% | | Jeffrey Schmitz | 4,643 | 2,172 | 46.8% | | Joseph White (2) | 4,643 | 1,819 | 46.8% |
How We Establish the Peer Group
How We Establish the Peer Group In July and August 2024, the Committee reviewed Zebra’s composition of its peer group to consider whether any adjustments were necessary. The Committee reviewed the following company-specific information:
How We Establish the Peer Group
| ● | business model, industry, cost structures and levels of complexity; |
How We Establish the Peer Group
| ● | size of the organization, including in terms of revenue and whether the companies were currently in the S&P 500; |
How We Establish the Peer Group
| ● | whether the proposed peer group member competes with Zebra for talent; |
How We Establish the Peer Group
| ● | stockholder profile (i.e., whether the proposed peer group member is considered a reasonable investment alternative and attracts stockholders with similar risk/return expectations); and |
How We Establish the Peer Group
| ● | whether the proposed peer group member creates products or solutions of a technical nature. |
How We Establish the Peer Group
After consultation with FW Cook, the Committee approved the following changes in August 2024:
How We Establish the Peer Group
| ● | Removal of the following companies, as their inclusion was no longer appropriate from a size-perspective: CommScope Holdings Company, Inc.; KLA Corporation; NCR Voyix Corporation; and ServiceNow, Inc. |
How We Establish the Peer Group
| ● | Addition of the following companies, as they are comparable from a size and industry perspective: Arista Networks, Inc.; F5, Inc.; Vontier Corporation |
How We Establish the Peer Group
Accordingly, the Company’s 2025 compensation peer group is composed of the following companies:
How We Establish the Peer Group
| Company | Annual Revenue as of Sept 30, 2024* ($M) | | Motorola Solutions, Inc. | 10,421 | | Insight Enterprises, Inc. | 9,043 | | Rockwell Automation, Inc. | 8,792 | | Agilent Technologies, Inc. | 6,497 | | NetApp, Inc. | 6,377 | | Arista Networks, Inc. | 6,312 | | Autodesk, Inc. | 5,805 | | Teledyne Technologies Incorporated | 5,552 | | Juniper Networks, Inc. | 5,101 | | Keysight Technologies, Inc. | 5,003 | | Cadence Design Systems, Inc. | 4,162 | | Ciena Corporation | 4,020 | | Akamai Technologies, Inc. | 3,927 | | Trimble Inc. | 3,714 | | Vontier Corporation | 3,007 | | F5, Inc. | 2,776 | | Teradyne, Inc. | 2,704 |
How We Establish the Peer Group
| * Most recently reported trailing 12 months as of September 30, 2024 |
How We Establish the Peer Group
In October 2024, when the benchmarking analysis was completed for the 2025 compensation, Zebra’s revenues were approximately at the 40th percentile of the peer group.
How We Establish the Peer Group
| 56 | Zebra Technologies Corporation I 2026 Proxy Statement |
Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Non-Public Information
Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Non-Public Information The Committee has not included the use of stock options and stock appreciation rights as part of the annual program since 2021 and has not granted these types of awards since then. Zebra grants annual LTI awards in the form of RSUs and/or PVRSUs. LTI awards are generally made in the first half of the year after Zebra has announced its financial results for the prior fiscal year, or at the time of a special event (such as upon hiring or promotion), and are provided under the Zebra Technologies Corporation 2018 Long-Term Incentive Plan. We attempt to grant long-term incentive awards during periods when we do not have material, non-public information (“MNPI”) that could impact the value of Zebra’s stock. If the Board or the Committee were to approve such an award during a period in which there was MNPI about Zebra, the grant date would be deferred until two full business days following the date of the disclosure of such information. Additionally, Zebra does not time the disclosure of MNPI for the purpose of affecting the value of executive compensation.
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| | | | | | Non-Equity | | | | | | | | Stock | Incentive Plan | All Other | | | Name and | | Salary | Bonus | Awards | Compensation | Compensation | Total | | Principal Position | Year | ($) | ($) | ($)(1) | ($)(2) | ($)(3) | ($) | | William Burns | 2025 | 1,025,001 | — | 11,000,214 | 1,763,514 | 101,572 | 13,890,300 | | Chief Executive Officer | 2024 | 1,000,002 | — | 10,000,240 | 2,366,554 | 95,998 | 13,462,794 | | | 2023 | 946,205 | — | 10,000,537 | 224,372 | 88,782 | 11,259,895 | | Nathan Winters | 2025 | 640,500 | — | 4,150,011 | 734,654 | 48,379 | 5,573,544 | | Chief Financial Officer | 2024 | 625,000 | — | 3,750,322 | 1,095,624 | 30,732 | 5,501,678 | | | 2023 | 620,192 | — | 3,750,318 | 112,255 | 30,122 | 4,512,887 | | Richard Hudson | 2025 | 575,228 | — | 2,700,192 | 659,786 | 312,926 | 4,248,132 | | Chief Revenue Officer | | | | | | | | | Cristen Kogl | 2025 | 615,000 | — | 2,500,439 | 564,324 | 98,823 | 3,778,586 | | Chief Legal Officer, General | 2024 | 599,999 | — | 2,250,502 | 841,439 | 69,035 | 3,760,975 | | Counsel and Corporate Secretary | 2023 | 596,226 | — | 2,250,243 | 86,334 | 59,337 | 2,992,140 | | Jeffrey Schmitz | 2025 | 543,500 | — | 2,200,043 | 498,716 | 78,381 | 3,320,639 | | Chief People Officer | 2024 | 530,001 | — | 2,000,172 | 743,273 | 59,395 | 3,332,841 | | | 2023 | 526,662 | — | 2,000,273 | 76,261 | 43,823 | 2,647,019 | | Joseph White | 2025 | 490,942 | — | 3,125,165 | — | 79,184 | 3,695,292 | | Former Chief Products and | 2024 | 549,995 | — | 2,875,401 | 964,141 | 42,103 | 4,431,640 | | Solutions Officer | 2023 | 544,345 | — | 2,000,382 | 94,763 | 29,596 | 2,669,086 |
Summary Compensation Table
| (1) The amounts included in this column reflect the aggregate grant date fair value of restricted stock unit awards computed in accordance with Financial Accounting Standards Codification Topic 718, Compensation — Stock Compensation. These awards include time-vested and performance-vested restricted stock units, the values of which are calculated based on the probable satisfaction of the performance conditions for such awards. If the highest level of performance is achieved for the performance-vested restricted stock units granted in 2025, the grant date fair value of such stock awards would be as follows: Mr. Burns — $13,200,357; Mr. Winters — $4,980,013; Mr. Hudson — $3,240,230; Ms. Kogl - $3,000,282; and Mr. Schmitz - $2,640,051; Please see Note 15, “Share-Based Compensation,” of Zebra’s consolidated financial statements included in Zebra’s Annual Report on Form 10-K for the year ended December 31, 2025 for a discussion of assumptions made in calculating the aggregate grant date fair value of these awards. |
Summary Compensation Table
| (2) The amounts in this column reflect the annual incentive compensation earned under the Zebra Incentive Plan. |
Summary Compensation Table
| (3) The following table sets forth a detailed breakdown of the items which comprise “All Other Compensation” for 2025. |
Summary Compensation Table
| Name | 401(k) Matching ($) | Life Insurance Premiums ($) | Long-term Disability Insurance Premiums ($) | Tax Reimbursement for Disability Premiums ($) | Executive Health Screenings ($) | Tax Reimbursement for Health Screenings ($) | Identity Theft Protection Reimbursement ($) | Tax Reimbursement for Identity Theft Protection ($) | Other ($) (a) | Total | | William Burns | 14,000 | 1,080 | 31,599 | 32,955 | 10,738 | 11,199 | — | — | — | 101,572 | | Nathan Winters | 14,000 | 1,038 | 18,452 | 14,675 | — | — | 119 | 95 | — | 48,379 | | Richard Hudson | — | 2,640 | 19,943 | 6,971 | 460 | — | 27 | 66 | 282,817 | 312,926 | | Cristen Kogl | 14,000 | 996 | 29,494 | 23,458 | 16,982 | 13,506 | 215 | 171 | — | 98,823 | | Jeffrey Schmitz | 14,000 | 880 | 26,801 | 22,420 | 7,560 | 6,324 | 215 | 180 | — | 78,381 | | Joseph White | 7,615 | 629 | 27,654 | 26,623 | 8,291 | 7,982 | 199 | 191 | — | 79,184 |
Summary Compensation Table
| (a) While residing in the United Kingdom, Mr. Hudson received the following benefits paid by Zebra; medical insurance — $2,602; pension contribution — $24,071; pension allowance — $3,474; car lease $13,237. Additionally, Zebra paid Mr. Hudson's outstanding paid time off from his time in the United Kingdom — $21,703. In accordance with his employment agreement, Zebra paid $217,730 in expenses associated with Mr. Hudson's relocation from the United Kingdom to the United States. |
Summary Compensation Table
| 58 | Zebra Technologies Corporation I 2026 Proxy Statement |
Grants of Plan-Based Awards in 2025
Grants of Plan-Based Awards in 2025
Grants of Plan-Based Awards in 2025
| | | | | | | | | All Other | Grant | | | | | | | | | | Stock | Date Fair | | | | | | | | | | Awards: | Value of | | | | Estimated Future Payouts | | | Estimated Future Payouts | | | Number | Stock | | | | Under Non-Equity Incentive | | | Under Equity Incentive | | | of | and | | | | Plan Awards(1) | | | Plan Awards(2) | | | Shares of | Option | | | Grant | Threshold | Target | Maximum | Threshold | Target | Maximum | Stock | Awards | | Name | Date | ($) | ($) | ($) | (#) | (#) | (#) | (#)(3) | ($)(4) | | William Burns | | 153,750 | 1,537,501 | 3,075,002 | | | | | | | | 3/4/2025 | | | | | | | 14,340 | 4,400,086 | | | 3/4/2025 | | | | 1,441 | 21,510 | 43,020 | | 6,600,128 | | Nathan Winters | | 64,050 | 640,500 | 1,281,000 | | | | | | | | 3/4/2025 | | | | | | | 5,410 | 1,660,004 | | | 3/4/2025 | | | | 544 | 8,115 | 16,230 | | 2,490,007 | | Richard Hudson | | 57,523 | 575,228 | 1,150,456 | | | | | | | | 3/4/2025 | | | | | | | 3,520 | 1,080,077 | | | 3/4/2025 | | | | 354 | 5,280 | 10,560 | | 1,620,115 | | Cristen Kogl | | 49,200 | 492,000 | 984,000 | | | | | | | | 3/4/2025 | | | | | | | 3,260 | 1,000,298 | | | 3/4/2025 | | | | 328 | 4,889 | 9,778 | | 1,500,141 | | Jeffrey Schmitz | | 43,480 | 434,800 | 869,600 | | | | | | | | 3/4/2025 | | | | | | | 2,868 | 880,017 | | | 3/4/2025 | | | | 288 | 4,302 | 8,604 | | 1,320,026 | | Joseph White | | 51,210 | 512,096 | 1,024,192 | | | | | | | | 3/4/2025 | | | | | | | 4,074 | 1,250,066 | | | 3/4/2025 | | | | 409 | 6,111 | 12,222 | | 1,875,099 |
Grants of Plan-Based Awards in 2025
| (1) These amounts represent the threshold, target and maximum potential earnings under the 2025 Zebra Incentive Plan. The actual amounts earned in respect of 2025 are reported in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. Please see 2025 ZIP Awards starting on page 49 for further discussion of the 2025 Zebra Incentive Plan. |
Grants of Plan-Based Awards in 2025
| (2) These amounts represent the threshold, target and maximum number of shares of performance-vested restricted stock granted under Zebra’s 2018 Long-Term Incentive Plan on March 4, 2025. These awards are scheduled to vest on March 4, 2028 (having a three-year performance period ending on December 31, 2027). Please see 2025 Long-Term Equity Incentive Awards starting on page 52 for further discussion of Zebra’s long-term equity incentive plan and the Potential Payments upon Termination of Employment or Change in Control starting on page 62 for further discussion of vesting terms upon certain termination events. |
Grants of Plan-Based Awards in 2025
| (3) Represents RSUs granted under Zebra’s 2018 Long-Term Incentive Plan on March 4, 2025. These awards vest one-third on each of the first three anniversaries of the grant date. Please see 2025 Long-Term Equity Incentive Awards starting on page 52 for further discussion of Zebra’s long-term equity incentive plan and the Potential Payments upon Termination of Employment or Change in Control starting on page 62 for further discussion of vesting terms upon certain termination events. |
Grants of Plan-Based Awards in 2025
| (4) The amounts included in this column were determined in accordance with Financial Accounting Standards Codification Topic 718, Compensation — Stock Compensation and, in the case of performance-vested restricted stock, are calculated based on the probable satisfaction of the performance conditions. Please see Note 15, “Share-Based Compensation,” of Zebra’s consolidated financial statements included in Zebra’s Annual Report on Form 10-K for the year ended December 31, 2025 for a discussion of assumptions made in calculating the aggregate grant date fair value of these awards. |
Grants of Plan-Based Awards in 2025
| Zebra Technologies Corporation I 2026 Proxy Statement | 59 |
Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End
| | | Option/SAR Awards | | | | | Stock Awards | | | | | | | | | | | | | | | Equity | | | | | | | | | | | Equity | Incentive | | | | | | Equity | | | | | Incentive | Plan Awards: | | | | | | Incentive | | | | Market | Plan Awards: | Market or | | | | Number of | Number of | Plan Awards: | | | Number | Value of | Number of | Payout Value | | | | Securities | Securities | Number of | | | of Shares | Shares | Unearned | of Unearned | | | | Underlying | Underlying | Securities | | | or Units | or Units | Shares, | Shares, Units | | | | Unexercised | Unexercised | Underlying | | | of Stock | of Stock | Units or | or Other | | | | Options/ | Options/ | Unexercised | Option | | That | That | Other Rights | Rights That | | | | SARs | SARs | Unearned | Exercise | Option | Have Not | Have Not | That Have | Have Not | | | | (#) | (#) | Options | Price | Expiration | Vested | Vested | Not Vested | Vested | | Name | Grant Date | Exercisable | Unexercisable | (#) | ($) | Date | (#) | ($)(1) | (#) | ($)(1) | | William Burns | | | | | | | | | | | | | 5/2/2019 | 4,364 | | | 205.12 | 5/2/2026 | | | | | | | 4/30/2020 | 3,901 | | | 244.97 | 4/30/2027 | | | | | | | 3/1/2023(2) | | | | | | 3,178 | 771,682 | | | | | 5/4/2023(3) | | | | | | 7,963 | 1,933,576 | | | | | 5/4/2023(3) | | | | | | 4,424 | 1,074,236 | | | | | 5/2/2024(2)(4) | | | | | | 8,431 | 2,047,215 | 19,121 | 4,642,961 | | | 3/4/2025(2)(5) | | | | | | 13,683 | 3,322,506 | 21,510 | 5,223,058 | | Nathan Winters | | | | | | | | | | | | | 5/2/2019 | 315 | | | 205 | 5/2/2026 | | | | | | | 4/30/2020 | 578 | | | 244.97 | 4/30/2027 | | | | | | | 5/4/2023(2) | | | | | | 1,935 | 469,857 | | | | | 5/4/2023(3) | | | | | | 4,073 | 989,006 | | | | | 5/2/2024(2)(4) | | | | | | 3,236 | 785,766 | 7,281 | 1,767,972 | | | 3/4/2025(2)(5) | | | | | | 5,410 | 1,313,656 | 8,115 | 1,970,484 | | Richard Hudson | | | | | | | | | | | | | 4/30/2020 | 189 | | | 244.97 | 4/30/2027 | | | | | | | 5/4/2023(2) | | | | | | 161 | 39,094 | | | | | 5/4/2023(3) | | | | | | 347 | 84,259 | | | | | 11/3/2023(2) | | | | | | 1,445 | 350,875 | | | | | 5/2/2024(2)(4) | | | | | | | | 4,466 | 1,084,434 | | | 3/4/2025(2)(5) | | | | | | 3,412 | 828,502 | 5,280 | 1,282,090 | | Cristen Kogl | | | | | | | | | | | | | 5/2/2019 | 2,260 | | | 205.12 | 5/2/2026 | | | | | | | 4/30/2020 | 2,454 | | | 244.97 | 4/30/2027 | | | | | | | 5/4/2023(2) | | | | | | 1,113 | 270,259 | | | | | 5/4/2023(3) | | | | | | 2,395 | 581,554 | | | | | 5/2/2024(2)(4) | | | | | | 1,902 | 461,844 | 4,310 | 1,046,554 | | | 3/4/2025(2)(5) | | | | | | 3,126 | 759,055 | 4,889 | 1,187,147 | | Jeffrey Schmitz | | | | | | | | | | | | | 5/2/2019 | 874 | | | 205.12 | 5/2/2026 | | | | | | | 4/30/2020 | 1,180 | | | 244.97 | 4/30/2027 | | | | | | | 5/4/2023(2) | | | | | | 989 | 240,149 | | | | | 5/4/2023(3) | | | | | | 2,123 | 515,507 | | | | | 5/2/2024(2)(4) | | | | | | 1,690 | 410,366 | 3,831 | 930,243 | | | 3/4/2025(2)(5) | | | | | | 2,748 | 667,269 | 4,302 | 1,044,612 | | Joseph White | | | | | | | | | | | | | 5/2/2019 | 935 | | | 205.12 | 5/2/2026 | | | | | | | 4/30/2020 | 1,260 | | | 245.00 | 11/7/2026 | | | | | | | 3/1/2023(2) | | | | | | 852 | 206,883 | | | | | 5/4/2023(3) | | | | | | 1,775 | 431,006 | | | | | 5/2/2024(2)(4) | | | | | | 1,189 | 288,713 | 2,748 | 667,269 |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (1) The market value is based on the $242.82 closing price of our common stock on The Nasdaq Stock Market on December 31, 2025. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (2) These restricted stock awards vest pro rata over three years after the grant date. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (3) Represents the number of restricted shares that would vest on May 4, 2026, based upon achievement of target performance of the Net Sales CAGR, Adjusted EBITDA Margin and FCF Conversion goals established for the 2023-2025 performance cycle. as discussed on page 55. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (4) Represents the number of restricted shares that would vest on May 2, 2027, based upon achievement of target performance of the Net Sales CAGR, Adjusted EBITDA Margin and FCF Conversion goals established for the 2024-2026 performance cycle. The maximum number of restricted shares that may vest based upon maximum achievement of all three metrics is as follows: Mr. Burns — 38,830 shares; Mr. Winters — 14,562 shares; Mr. Hudson — 8,932 shares; Ms. Kogl — 8,738 shares; Mr. Schmitz — 7,766 shares and Mr. White — 2,822 shares. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (5) Represents the number of restricted shares that would vest on March 4, 2028, based upon achievement of target performance of the Net Sales CAGR, Adjusted EBITDA Margin and FCF Conversion goals established for the 2025-2027 performance cycle. The maximum number of restricted shares that may vest based upon maximum achievement of all three metrics is as follows: Mr. Burns — 43,020 shares; Mr. Winters — 16,230 shares; Mr. Hudson — 10,560 shares; Ms. Kogl — 9,778 shares; and Mr. Schmitz — 8,604 shares. See “Grants of Plan-Based Awards in 2025” table on page 59 and footnote 2 to that table for a more detailed description of these awards. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| 60 | Zebra Technologies Corporation I 2026 Proxy Statement |
Options and Stock Appreciation Rights Exercised and Stock Vested in 2025
Options and Stock Appreciation Rights Exercised and Stock Vested in 2025 The table below sets forth information with respect to stock options and stock appreciation rights exercised by the NEOs during 2025 and awards of RSUs and PVRSUs that vested in 2025.
Options and Stock Appreciation Rights Exercised and Stock Vested in 2025
| | Options/SARS Awards | | Stock Awards | | | | Number of Shares | | Number of Shares | | | | Acquired on | Value Realized | Acquired on | Value Realized | | | Exercise | on Exercise | Vesting | on Vesting | | Name | (#) | ($)(1) | (#) | ($)(2) | | William Burns | 5,463 | 587,436 | 10,898 | 2,951,703 | | Nathan Winters | 552 | 55,791 | 5,274 | 1,340,840 | | Richard Hudson | — | — | 1,948 | 519,228 | | Cristen Kogl | — | — | 3,721 | 942,189 | | Jeffrey Schmitz | — | — | 3,123 | 791,310 | | Joseph White | 841 | 84,731 | 2,753 | 749,825 |
Options and Stock Appreciation Rights Exercised and Stock Vested in 2025
| (1) Value calculated as the difference between the market price of the underlying securities on the date of exercise and the exercise or base price of the exercised stock appreciation rights. |
Options and Stock Appreciation Rights Exercised and Stock Vested in 2025
| (2) Value calculated as the sum of the value of RSUs and PVRSUs that vested in 2025. |
Non-Qualified Deferred Compensation
Non-Qualified Deferred Compensation Pursuant to Zebra’s non-qualified deferred compensation plan, an NEO may defer, on a pre-tax basis, up to 50% of his or her base salary and annual incentive award. Deferred compensation balances are credited with gains or losses that mirror the performance of benchmark investment funds selected by the participant under the plan. All credited amounts are unfunded general obligations of Zebra, and participants have no greater rights to payment than any unsecured general creditor of Zebra. The value of a participant’s account is based upon the performance of a participant’s selected benchmark investment funds. Account balances are paid either in a lump sum or in annual installments. Zebra’s non-qualified deferred compensation plan permits payment upon, among other things, a termination of employment or a change in control of Zebra. Zebra does not make contributions to the plan but pays the costs of administration. The table below sets forth information regarding the NEOs’ participation in Zebra’s non-qualified deferred compensation plan in 2025.
Non-Qualified Deferred Compensation
| | | | Aggregate | | | | | Executive | Registrant | Earnings | Aggregate | Aggregate Balance | | | Contributions in | Contributions in | in Last Fiscal | Withdrawals/ | at Last Fiscal | | | Last Fiscal Year | Last Fiscal Year | Year | Distributions | Year-End | | Name | ($)(1) | ($) | ($)(2) | ($) | ($) | | William Burns | 169,482 | — | 121,930 | — | 1,092,693 | | Nathan Winters | — | — | — | — | — | | Cristen Kogl | 42,072 | — | 136,938 | — | 982,032 | | Richard Hudson | — | — | — | — | — | | Jeffrey Schmitz | — | — | 111,596 | — | 737,761 | | Joseph White | — | — | — | — | — |
Non-Qualified Deferred Compensation
| (1) The amount(s) reported in this column are included in the Summary Compensation Table under the “Salary” and “Non-Equity Incentive Plan Compensation” columns. |
Non-Qualified Deferred Compensation
| (2) The amount(s) reported in this column are not included in the Summary Compensation Table. |
Non-Qualified Deferred Compensation
| Zebra Technologies Corporation I 2026 Proxy Statement | 61 |
Non-Qualified Deferred Compensation
The table below shows the funds available under Zebra’s non-qualified deferred compensation plan and the 2025 rates of return.
Non-Qualified Deferred Compensation
| Fund Name | 2025 Rate of Return (%) | | AF New Perspective R6 | 21.62 | | AmFunds EUPAC Fund;Cl R6 | 29.18 | | Baird Core Plus Bnd Instl | 7.47 | | BT Walden SMID Cap Fd I | 0.97 | | Federal Money Mkt Fund | 4.22 | | FTSE Social Index Inst | 17.31 | | HarborLCValFdRetirementCl | 11.11 | | Inst Tot Bd Mkt Ix Tr U D | 7.17 | | Instl 500 Idx Tr Unit D | 17.87 | | Instl Ext Mkt Idx Tr Un D | 11.41 | | Ist Tot Int St Mt I T U D | 32.31 | | PIM Infl Rsp MltiAst Inst | 16.75 | | Retire Savings Trust III | 2.73 | | Target Retire 2020 Tr I | 12.22 | | Target Retire 2025 Tr I | 14.67 | | Target Retire 2030 Tr I | 16.32 | | Target Retire 2035 Tr I | 17.60 | | Target Retire 2040 Tr I | 18.85 | | Target Retire 2045 Tr I | 20.07 | | Target Retire 2050 Tr I | 21.49 | | Target Retire 2055 Tr I | 21.51 | | Target Retire 2060 Tr I | 21.53 | | Target Retire 2065 Tr I | 21.49 | | Target Retire 2070 Tr I | 21.49 | | Target Retire Income Tr I | 11.34 | | Tgt Ret Inc & Grow TrI | 14.92 | | TRP LgCp Gr Tr B | 17.51 |
Potential Payments upon Termination of Employment or Change in Control
Potential Payments upon Termination of Employment or Change in Control
Potential Payments upon Termination of Employment or Change in Control
Potential Payments upon Termination of Employment or Change in Control Described below are the potential payments and benefits to which the NEO would be entitled from Zebra under their employment agreements, equity award agreements and the Company’s compensation and benefit plans upon termination of employment if such termination had occurred as of December 31, 2025. Amounts actually received would vary based on factors such as the date on which a NEO’s employment terminates, the Company’s performance and the price of our common stock on such date. The tables exclude payments and benefits that are generally available to full-time salaried employees, such as accrued salary and vacation pay. The NEOs are not entitled to any payments or benefits as a result of a termination of employment for Cause.
Potential Payments upon Termination of Employment or Change in Control
| | | | | Involuntary | | | | | Involuntary | Termination Without | | | Retirement | | Termination Without | Cause or by Executive | | Executive’s Compensation | or Voluntary | Death or | Cause or by Executive | for Good Reason with | | and Benefits upon | Resignation | Disability | for Good Reason | a Change in Control(1) | | Termination | ($) | ($) | ($) | ($) | | William Burns | | | | | | Compensation | | | | | | Salary Severance | — | — | 2,100,000 | 2,100,000 | | Incentive Severance(2) | — | — | 1,575,000 | 3,150,000 | | Earned Incentive | 1,763,514 | 1,763,514 | 1,763,514 | 1,763,514 | | Accelerated SARs | — | — | — | — | | Accelerated Restricted Stock(3) | 18,610,696 | 22,513,785 | 18,610,696 | 22,513,785 | | Benefits | — | — | — | — | | Healthcare and Dental Coverage | — | — | 52,822 | 52,822 | | Outplacement Services | — | — | 32,000 | 32,000 | | Excise Tax Gross Up (Cutback)(4) | — | — | — | — | | TOTAL(5) | 20,374,210 | 24,277,299 | 24,134,032 | 29,612,121 |
Potential Payments upon Termination of Employment or Change in Control
| 64 | Zebra Technologies Corporation I 2026 Proxy Statement |
Potential Payments upon Termination of Employment or Change in Control
| | | | | Involuntary | | | | | Involuntary | Termination Without | | | Retirement | | Termination Without | Cause or by Executive | | Executive’s Compensation | or Voluntary | Death or | Cause or by Executive | for Good Reason with | | and Benefits upon | Resignation | Disability | for Good Reason | a Change in Control(1) | | Termination | ($) | ($) | ($) | ($) | | Nathan Winters | | | | | | Compensation | | | | | | Salary Severance | — | — | 656,000 | 1,312,000 | | Incentive Severance(2) | — | — | 656,000 | 1,312,000 | | Earned Incentive | — | — | 734,654 | 734,654 | | Accelerated SARs | — | — | — | — | | Accelerated Restricted Stock(3) | — | 8,421,483 | 4,332,637 | 8,421,483 | | Benefits | — | — | — | — | | Healthcare and Dental Coverage | — | — | 27,011 | 27,011 | | Outplacement Services | — | — | 32,000 | 32,000 | | Excise Tax Gross Up (Cutback)(4) | — | — | — | — | | TOTAL(5) | — | 8,421,483 | 6,438,302 | 11,839,148 | | Richard Hudson | | | | | | Compensation | | | | | | Salary Severance | — | — | 575,000 | 1,150,000 | | Incentive Severance(2) | — | — | 575,000 | 1,150,000 | | Earned Incentive | 659,786 | 659,786 | 659,786 | 659,786 | | Accelerated SARs | - | - | — | — | | Accelerated Restricted Stock(3) | 3,258,644 | 3,765,410 | 3,258,644 | 3,765,410 | | Benefits | — | — | — | — | | Healthcare and Dental Coverage | — | — | 18,076 | 18,076 | | Outplacement Services | — | — | 32,000 | 32,000 | | Excise Tax Gross Up (Cutback)(4) | — | — | — | — | | TOTAL(5) | 3,918,430 | 4,425,196 | 5,118,506 | 6,775,272 | | Cristen Kogl | | | | | | Compensation | | | | | | Salary Severance | — | — | 630,000 | 1,260,000 | | Incentive Severance(2) | — | — | 504,000 | 1,008,000 | | Earned Incentive | 564,324 | 564,324 | 564,324 | 564,324 | | Accelerated SARs | — | — | — | — | | Accelerated Restricted Stock(3) | 4,126,483 | 4,981,209 | 4,126,483 | 4,981,209 | | Benefits | — | — | — | — | | Healthcare and Dental Coverage | — | — | 8,295 | 8,295 | | Outplacement Services | — | — | 32,000 | 32,000 | | Excise Tax Gross Up (Cutback)(4) | — | — | — | — | | TOTAL(5) | 4,690,807 | 5,545,533 | 5,865,102 | 7,853,828 |
Potential Payments upon Termination of Employment or Change in Control
| Zebra Technologies Corporation I 2026 Proxy Statement | 65 |
Potential Payments upon Termination of Employment or Change in Control
| | | | | Involuntary | | | | | Involuntary | Termination Without | | | Retirement | | Termination Without | Cause or by Executive | | Executive’s Compensation | or Voluntary | Death or | Cause or by Executive | for Good Reason with | | and Benefits upon | Resignation | Disability | for Good Reason | a Change in Control(1) | | Termination | ($) | ($) | ($) | ($) | | Jeffrey Schmitz | | | | | | Compensation | | | | | | Salary Severance | — | — | 557,000 | 1,114,000 | | Incentive Severance(2) | — | — | 445,600 | 891,200 | | Earned Incentive | 498,716 | 498,716 | 498,716 | 498,716 | | Accelerated SARs | — | — | — | — | | Accelerated Restricted Stock(3) | 3,649,827 | 4,409,368 | 3,649,827 | 4,409,368 | | Benefits | — | — | — | — | | Healthcare and Dental Coverage | — | — | 18,238 | 18,238 | | Outplacement Services | — | — | 32,000 | 32,000 | | Excise Tax Gross Up (Cutback)(4) | — | — | — | (87,956) | | TOTAL(5) | 4,148,543 | 4,908,084 | 5,201,381 | 6,875,566 |
Potential Payments upon Termination of Employment or Change in Control
| (1) Under the 2018 Long-Term Incentive Plan, if pursuant to a change in control of Zebra effective December 31, 2025 stockholders receive consideration consisting solely of publicly traded common stock and outstanding equity awards are assumed, or provision is made for the continuation of these awards after the change in control, then such awards will continue in accordance with their terms. These awards, however, also provide that if the participant’s employment is terminated by the participant for Good Reason or by Zebra without Cause after the change in control, then vesting of the awards will accelerate. Because SEC rules require that we assume a termination of employment occurs concurrently with a change in control, the amounts set forth in the table include equity awards that, under the 2018 Long-Term Incentive Plan, contain “double trigger” acceleration provisions. |
Potential Payments upon Termination of Employment or Change in Control
| (2) The amounts assume termination of employment at year end and are based on actual performance. |
Potential Payments upon Termination of Employment or Change in Control
| (3) The amounts reflect the $242.82 closing price of our common stock on The Nasdaq Stock Market on December 31, 2025 for both the RSUs and PVRSUs. Because no portion of the performance periods ending December 31, 2026 or December 31, 2027 have been completed as of December 31, 2025, the 2024 and 2025 PVRSU awards granted to NEOs are reflected in the table on a pro-rata basis at target performance. |
Potential Payments upon Termination of Employment or Change in Control
| (4) Represents estimated excise tax gross ups or estimated cutbacks on severance, accelerated options, restricted stock and healthcare and dental benefits. |
Potential Payments upon Termination of Employment or Change in Control
| (5) Excludes the amount of previously earned and fully vested deferred compensation under Zebra’s deferred compensation plans that would become immediately payable. See Non-Qualified Deferred Compensation on page 61 for additional information. |
Potential Payments upon Termination of Employment or Change in Control
| 66 | Zebra Technologies Corporation I 2026 Proxy Statement |
CEO Pay Ratio
CEO Pay Ratio
CEO Pay Ratio Calculation
CEO Pay Ratio Calculation For 2025:
CEO Pay Ratio Calculation
| ● | The total annual compensation of the employee identified at the median of all Zebra employees, other than Mr. Burns, was $68,738 ; and |
CEO Pay Ratio Calculation
| ● | Mr. Burns’ total compensation as CEO was $13,890,300. |
CEO Pay Ratio Calculation
| ● | Based on this information, the ratio of the annual total compensation of Mr. Burns to the median of the annual total compensation of all employees was estimated to be 202 to 1. |
CEO Pay Ratio Calculation
Our methodology may differ materially from the methodology used by other companies to prepare their CEO pay ratios, which may contribute to a lack of comparability between our pay ratio and the pay ratio reported by other companies, including those within our industry or peer group.
CEO Pay Ratio Calculation
| Zebra Technologies Corporation I 2026 Proxy Statement | 67 |
Pay Vs Performance
Pay Vs Performance
Pay Vs Performance
| | | | | | | | Value of Initial Fixed | | | | | | | | | | | | $100 Investment Based | | Other Performance | | | | CEO Pay (Burns) | | CEO Pay (Gustafsson) | | Other NEO Pay | | On: | | Measures | | | | | | | | Average | | | | | | | | Summary | | Summary | | Summary | | | | | | | | Compensation | | Compensation | | Compensation | Average | | Cumulative | | | | | Table Total | Compensation | Table Total | Compensation | Table Total | Compensation | Cumulative | Peer Group | Net Income | Net Sales | | | Compensation | Actually Paid(5) | Compensation | Actually Paid(5) | Compensation | Actually Paid(5) | TSR(2) | TSR(3) | (in millions) | (in millions)(4) | | Year(1) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | 2025 | 13,890,300 | 6,427,632 | n/a | n/a | 4,123,239 | 1,647,313 | 63.18 | 258.38 | 419 | 5,396 | | 2024 | 13,462,794 | 20,194,850 | n/a | n/a | 4,256,784 | 5,849,061 | 151 | 300 | 528 | 4,981 | | 2023 | 11,259,895 | 11,421,955 | 9,505,801 | 8,505,689 | 3,213,206 | 3,348,299 | 107.00 | 219.40 | 296 | 4,584 | | 2022 | n/a | n/a | 14,658,743 | (17,540,875) | 3,551,048 | (1,906,950) | 100.38 | 139.00 | 463 | 5,781 | | 2021 | n/a | n/a | 13,589,616 | 37,632,608 | 3,261,693 | 6,936,499 | 233.01 | 193.58 | 837 | 5,627 |
Pay Vs Performance
| (1) The following table indicates the individuals who served as Zebra’s principal executive Officer and other NEOs for each fiscal year: |
Pay Vs Performance
| Fiscal Year | Principal Executive Officer | Other NEOs | | 2025 | William Burns | Richard Hudson; Cristen Kogl; Jeffrey Schmitz; Joseph White; Nathan Winters | | 2024 | William Burns | Cristen Kogl; Jeffrey Schmitz; Joseph White; Nathan Winters | | 2023 | Anders Gustafsson (until March 1, 2023); William Burns (from March 1, 2023) | Joachim Heel; Cristen Kogl; Jeffrey Schmitz; Joseph White; Nathan Winters | | 2022 | Anders Gustafsson | William Burns; Joachim Heel; Cristen Kogl; Nathan Winters | | 2021 | Anders Gustafsson | William Burns; Joachim Heel; Cristen Kogl; Nathan Winters |
Pay Vs Performance
| (2) The Cumulative Total Stockholder Return (“TSR”) reflects the value of $100 invested in Zebra common stock on December 31, 2020, assuming the reinvestment of dividends. |
Pay Vs Performance
| (3) The Cumulative Peer Group TSR is market-cap weighted and reflects the TSR for S&P Information Technology Index, which is the peer group that Zebra uses for its industry comparators/index in its Form 10-K. |
Pay Vs Performance
| (4) Net Sales in Zebra’s 2023 and 2024 Proxy Statements were underreported due to an administrative error. |
Pay Vs Performance
| (5) To calculate CAP, the following amounts were deducted from and added to Summary Compensation Table (“SCT”) total compensation: |
Pay Vs Performance
| 68 | Zebra Technologies Corporation I 2026 Proxy Statement |
Summary Compensation Table Total to Compensation Actually Paid Reconciliation
Summary Compensation Table Total to Compensation Actually Paid Reconciliation
Summary Compensation Table Total to Compensation Actually Paid Reconciliation
| | | Bonus and | | | | | Additions to / | | | | | Non-Equity | | | | Deductions | (Subtractions | | | | | Incentive | Equity | Other | | from SCT | from) SCT | Compensation | | | Salary | Compensation | Compensation | Compensation(1) | SCT Total | Total(2) | Total(3) | Actually Paid | | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | CEO (Burns) | | | | | | | | | | 2025 | 1,025,001 | 1,763,514 | 11,000,214 | 101,572 | 13,890,300 | (11,000,214) | 3,537,546 | 6,427,632 | | 2024 | 1,000,002 | 2,366,554 | 10,000,240 | 95,998 | 13,462,794 | (10,000,240) | 16,732,296 | 20,194,850 | | 2023 | 946,205 | 224,372 | 10,000,537 | 88,782 | 11,259,895 | (10,000,537) | 10,162,596 | 11,421,955 | | CEO (Gustafsson) | | | | | | | | | | 2023 | 361,537 | 47,397 | 9,000,294 | 96,574 | 9,505,801 | (9,000,294) | 8,000,181 | 8,505,689 | | 2023 | 1,200,000 | 1,255,500 | 12,000,000 | 203,243 | 14,658,743 | (12,000,000) | (20,199,618) | (17,540,875) | | 2022 | 1,200,000 | 2,912,760 | 9,250,404 | 226,452 | 13,589,616 | (9,250,404) | 33,293,396 | 37,632,608 | | 2021 | 1,093,846 | 781,725 | 8,000,100 | 202,056 | 10,077,727 | (8,000,100) | 21,779,329 | 23,856,956 | | Other NEOs (avg.) | | | | | | | | | | 2025 | 573,034 | 491,496 | 2,935,170 | 123,539 | 4,123,239 | (2,935,170) | 459,245 | 1,647,313 | | 2024 | 576,249 | 911,119 | 2,719,099 | 50,316 | 4,256,784 | (2,719,099) | 4,311,376 | 5,849,061 | | 2023 | 571,177 | 94,501 | 2,500,286 | 47,242 | 3,213,206 | (2,500,286) | 2,635,379 | 3,348,299 | | 2022 | 601,296 | 445,129 | 2,437,500 | 67,123 | 3,551,048 | (2,437,500) | (3,020,498) | (1,906,950) | | 2021 | 543,632 | 862,629 | 1,800,441 | 54,991 | 3,261,693 | (1,800,441) | 5,475,248 | 6,936,499 |
Summary Compensation Table Total to Compensation Actually Paid Reconciliation
| (1) Reflects “all other compensation” reported in the SCT for each year shown. |
Summary Compensation Table Total to Compensation Actually Paid Reconciliation
| (2) Represents the grant date fair value of equity-based awards granted each year. Zebra does not offer pension plans; therefore, a deduction from SCT total related to pension value is not needed. |
Summary Compensation Table Total to Compensation Actually Paid Reconciliation
| (3) Reflects the value of equity calculated in accordance with the SEC methodology for determining Compensation Actually Paid for each year shown. The equity component of Compensation Actually Paid for each fiscal year listed in the table is further detailed in the supplemental table below. |
Summary Compensation Table Total to Compensation Actually Paid Reconciliation
| Zebra Technologies Corporation I 2026 Proxy Statement | 69 |
Supplemental Calculations – Compensation Actually Paid
Supplemental Calculations – Compensation Actually Paid
Equity Component of Compensation Actually Paid
Equity Component of Compensation Actually Paid
Equity Component of Compensation Actually Paid
| | | CEO(1) | | | | | Other NEOs(1) | | | | | | | | Fair | | Change in | Fair Value | | Fair | | Change in | Fair Value | | | | | Value | Change in | Value of | of Current | | Value | Change in | Value of | of Current | | | | | of | Value of | Prior | Year | | of | Value of | Prior | Year | | | | | Current | Prior | Years' | Awards | | Current | Prior | Years' | Awards | | | | | Year | Years' | Awards | That | Equity | Year | Years' | Awards | That | Equity | | | | Equity | Awards | that | Failed | Value | Equity | Awards | that | Failed | Value | | | | Awards | Unvested | Vested | to Meet | Included | Awards | Unvested | Vested | to Meet | Included | | | | at | at | in | Vesting | in | at | at | in | Vesting | in | | | Equity | 12/31/2025 | 12/31/2025 | FY2025 | Conditions | CAP | 12/31/2025 | 12/31/2025 | FY2025 | Conditions | CAP | | | Type | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | FY 2025 | SAR | — | — | — | — | — | — | — | — | — | | | | RSU | 3,482,039 | (1,715,064) | (903,039) | — | 863,935 | 731,277 | (424,607) | (341,719) | (95,860) | (130,910) | | | PSU | 8,257,655 | (5,451,506) | (132,539) | — | 2,673,610 | 1,734,146 | (811,069) | (61,564) | (271,358) | 590,155 | | | 2025 Total | 11,739,694 | (7,166,570) | (1,035,578) | — | 3,537,546 | 2,465,423 | (1,235,676) | (403,283) | (367,218) | 459,245 | | FY 2024 | SAR | — | — | 22,058 | — | 22,058 | — | — | 8,282 | — | 8,282 | | | RSU | 4,922,374 | 851,981 | 229,419 | — | 6,003,774 | 1,347,136 | 351,798 | 91,517 | — | 1,790,451 | | | PSU | 7,498,461 | 3,167,584 | 40,422 | — | 10,706,464 | 1,773,424 | 717,247 | 21,973 | — | 2,512,644 | | | 2024 Total | 12,420,835 | 4,019,562 | 291,899 | — | 16,732,296 | 3,120,559 | 1,069,045 | 121,772 | — | 4,311,376 | | FY 2023 | SAR | — | 3,367 | 1,327 | — | 4,694 | — | 1,556 | 1,129 | — | 2,685 | | (Burns | RSU | 2,731,113 | (4,302) | 9,289 | — | 2,736,100 | 1,029,087 | (2,549) | 9,784 | — | 1,036,323 | | CEO) | PSU | 7,402,050 | (16,242) | 35,994 | — | 7,421,802 | 1,586,243 | (6,499) | 16,627 | — | 1,596,371 | | | 2023 (Burns CEO) Total | 10,133,163 | (17,177) | 46,610 | — | 10,162,596 | 2,615,331 | (7,492) | 27,540 | — | 2,635,379 | | FY 2023 | SAR | — | 17,367 | 4,927 | — | 22,294 | | | | | | | (Gustafsson | RSU | 7,861,517 | (16,793) | 12,513 | — | 7,857,237 | | | | | | | CEO) | PSU | — | (65,152) | 185,802 | — | 120,650 | | | | | | | | 2023 (Gustafsson CEO) Total | 7,861,517 | (64,578) | 203,242 | — | 8,000,181 | | | | | | | FY 2022 | SAR | — | (4,749,403) | (3,927,669) | — | (8,677,071) | — | (567,776) | (488,103) | — | (1,055,879) | | | RSU | 3,345,894 | (3,208,002) | (2,679,084) | — | (2,541,192) | 679,743 | (542,996) | (379,301) | — | (242,554) | | | PSU | 5,018,713 | (8,323,393) | (5,676,675) | — | (8,981,355) | 1,019,551 | (2,115,266) | (626,351) | — | (1,722,066) | | | 2022 Total | 8,364,607 | (16,280,798) | (12,283,428) | — | (20,199,618) | 1,699,294 | (3,226,037) | (1,493,755) | — | (3,020,498) | | FY 2021 | SAR | — | 6,424,221 | 2,385,222 | — | 8,809,443 | — | 780,885 | 310,428 | — | 1,091,314 | | | RSU | 4,565,184 | 2,864,669 | 1,487,720 | — | 8,917,573 | 890,568 | 368,707 | 212,330 | — | 1,471,604 | | | PSU | 6,847,776 | 5,838,780 | 2,879,824 | — | 15,566,380 | 1,332,653 | 1,174,409 | 405,268 | — | 2,912,330 | | | 2021 Total | 11,412,960 | 15,127,670 | 6,752,766 | — | 33,293,396 | 2,223,221 | 2,324,001 | 928,026 | — | 5,475,248 | | FY 2020 | SAR | 3,560,497 | 4,382,827 | (748,856) | — | 7,194,468 | 356,474 | 421,051 | (92,071) | — | 685,454 | | | RSU | 5,020,503 | 1,946,239 | (620,904) | — | 6,345,838 | 557,816 | 184,700 | (85,710) | — | 656,806 | | | PSU | 5,020,503 | 3,953,314 | (734,794) | — | 8,239,023 | 502,704 | 637,309 | (102,566) | — | 1,037,447 | | | 2020 Total | 13,601,503 | 10,282,380 | (2,104,554) | — | 21,779,329 | 1,416,994 | 1,243,060 | (280,348) | — | 2,379,706 |
Compensation Actually Paid vs Zebra Cumulative TSR
Compensation Actually Paid vs Zebra Cumulative TSR CAP for the CEO and Other NEOs aligns with Zebra’s TSR over the 2021-2025 period. Zebra’s TSR directly impacts the value of CAP given the weight of equity incentive awards as a part of target compensation in our executive compensation program; during the 2021-2025 period, equity incentive awards comprised on average over 76% of the CEO’s target compensation per year and over 65% of the Other NEOs target compensation per year. This practice aligns the interests of Zebra’s Executive Officers with those of our stockholders. Declines in Zebra’s TSR in 2022 and 2025 led to lower CAP amounts to our CEO and other NEOs in that year; increase in TSR in 2024 led to higher CAP in those years; and the relatively flat TSR in 2023 resulted in modest CEO and Other NEO CAP growth in 2023.
Compensation Actually Paid vs Zebra Net Income
Compensation Actually Paid vs Zebra Net Income Although Zebra’s executive compensation program does not use Net Income to determine an executive’s total compensation, or an executive officer’s payouts under ZIP or PVRSU grants, CAP for the CEO and Other NEOs generally aligns with Zebra’s Net Income over the 2021-2025 period. This alignment reflects changes to Zebra’s stock price due to changes in Net Income; CAP amounts are sensitive to changes in Zebra’s stock price given the weight of equity incentive awards as a part of target compensation in our executive compensation program.
Compensation Actually Paid vs Zebra Net Income
| 72 | Zebra Technologies Corporation I 2026 Proxy Statement |
Compensation Actually Paid vs Zebra Net Sales (Company Selected Measure)
Compensation Actually Paid vs Zebra Net Sales (Company Selected Measure) Zebra uses Net Sales as a metric under its ZIP and Net Sales CAGR as a metric for performance-vested restricted stock, and CAP for the CEO and other NEOs generally aligns with Zebra’s Net Sales over the 2021-2025 period. As indicated below, with a higher growth in Net Sales from 2023 through 2025, CAP for the CEO and Other NEOs in 2024 increased relative to each respective year’s prior year CAP. When Net Sales growth declined or slowed from 2022 through 2023, the CEO and Other NEO CAP amounts declined or increased at a more modest rate.
Compensation Actually Paid vs Zebra Net Sales (Company Selected Measure)
| Zebra Technologies Corporation I 2026 Proxy Statement | 73 |
Approval of 2026 Long-Term Incentive Plan
| ● | Non-Employee Director Compensation Limits. $750,000 annual limit on compensation that may be awarded to non-employee directors. |
Fees of Independent Auditors
| Robert J. Armstrong Chief Marketing Officer Age: 44 | Mr. Armstrong has served as Zebra’s Chief Marketing Officer since 2023. Mr. Armstrong brings over twenty years of experience within the business-to-business technology industry and has held strategy, business development, and marketing responsibilities in each of the four regions — North America, Europe, Middle East and Africa, Latin America, and Asia-Pacific — in which Zebra does business. Previously, Mr. Armstrong served as Senior Vice President of Integrated Marketing and Channels from 2021 to 2023. Mr. Armstrong joined Zebra from Motorola Solutions, Inc. in 2014 as part of Zebra’s acquisition of Motorola’s Enterprise business, where he had served in various roles with increasing levels of responsibility across product development, business development, operations, and marketing since 2008. Mr. Armstrong serves of the Chicago Advisory Board of Bernie’s Book Bank. Mr. Armstrong holds a B.S. in Electrical Engineering from the University of Notre Dame. | | Michael Cho Chief Strategy Officer Age: 57 | Mr. Cho has served as Zebra’s Chief Strategy Officer since 2013. Previously, Mr. Cho served as Vice President, Corporate Development, from 2011 to 2013, and as Vice President, Strategy, from 2010 to 2011. Prior to joining Zebra, Mr. Cho served as Vice President, Business Development, of the Healthcare division of Amcor Limited, a global packaging company, from 2008 to 2010. Earlier in his career, Mr. Cho held business and corporate development roles at CommScope Inc., a global communications solutions company, from 2007 to 2008 and at Andrew Corporation, a hardware manufacturer for communications networks, from 2004 to 2007. From 1999 to 2004, Mr. Cho was a consultant with McKinsey & Company. Mr. Cho holds a B.S. in Finance from the University of Illinois at Urbana-Champaign and an M.B.A. from Harvard Business School. | | Tamara D. Froese Chief Supply Chain Officer Age: 47 | Ms. Froese has served as Zebra’s Chief Supply Chain Officer since 2022. Previously, Ms. Froese served as Vice President, Sourcing and Procurement, from 2020 to 2022. Prior to joining Zebra, Ms. Froese had a twenty-year career at General Motors Co., where she served in various roles with increasing levels of responsibility in procurement, supply chain and cost management. Ms. Froese holds a B.A. in Supply Chain Management from Michigan State University and an M.B.A. from Oakland University. Ms. Froese has also achieved her Six Sigma Black Belt certification and has completed leadership development programs at Harvard University and University of Michigan. |
Fees of Independent Auditors
| Richard E. Hudson Chief Revenue Officer Age: 58 | Mr. Hudson has served as Zebra’s Chief Revenue Officer since 2023 and is responsible for the sales and services of products and solutions globally. Previously, Mr. Hudson served as Senior Vice President and General Manager for the Europe, Middle East and Africa (EMEA) region from 2017 to 2023. Mr. Hudson joined Zebra from Motorola Solutions, Inc. in 2014 as part of Zebra’s acquisition of Motorola’s Enterprise business, where he had served in various roles with increasing levels of responsibility since 2007, including as Vice President, EMEA Channels and Solutions. Mr. Hudson holds a B.Eng (Hons) in mechanical engineering from Brunel University of London. | | Cristen L. Kogl Chief Legal Officer, General Counsel & Corporate Secretary Age: 60 | Ms. Kogl has served as Zebra’s top Legal Executive Officer, through various titles, since 2018, and currently serves as Zebra’s Chief Legal Officer, General Counsel and Corporate Secretary. Previously, Ms. Kogl served in Vice President roles in the Legal Department from 2015 to 2018. Before joining Zebra, Ms. Kogl served as Executive Vice President and General Counsel at National Express LLC, the North American division of National Express Plc, from 2011 to 2014. Earlier in her career, Ms. Kogl served as Vice President, Corporate Secretary and Chief Compliance Officer at W.W. Grainger, Inc. from 2008 to 2011. From 2000 to 2007, Ms. Kogl served as Vice President, Corporate Secretary and Deputy General Counsel at The ServiceMaster Company. From 1997 to 2000, Ms. Kogl served as Vice President and General Counsel at Spyglass, Inc. Ms. Kogl has served on the Board of Directors of Crane NXT, Co. since 2023 and the U.S. Chamber of Commerce since 2020. She is also a member of the Board of Trustees at Lake Forest College. Ms. Kogl holds a B.A. in Political Science from Lake Forest College and a J.D. from the University of Wisconsin-Madison Law School. | | Melissa Luff Loizides Chief People Officer Age: 56 | Ms. Luff Loizides has served as Zebra’s Chief People Officer since January 2026. Previously, Ms. Luff Loizides served as Vice President in the People Department from 2020 to December 2025, with responsibilities including leading global human talent and human resources business partners. Prior to that role, Ms. Luff Loizides was a Senior Director in the People Department from 2014 to 2020, focused on the Product, the Engineering, and the Supply Chain and Services organizations. Ms. Luff Loizides joined Zebra from Motorola Solutions, Inc. in 2014 as part of Zebra’s acquisition of Motorola’s Enterprise business, where she served as a Director of Human Resources since 2007. Earlier in her career, Ms. Luff Loizides held roles in human resources at Symbol Technologies, Inc. and in the Equities Division at Goldman, Sachs & Co. Ms. Luff Loizides holds a M.S. in Management and a B.A. in History from St. Joseph's College. | | Colleen M. O’Sullivan SVP Chief Accounting Officer Age: 58 | Ms. O’Sullivan has served as Zebra’s Chief Accounting Officer since 2016. Prior to joining Zebra, Ms. O’Sullivan served in various financial and accounting roles at Career Education Corporation from 2008 to 2014, including as: Vice President and Controller; Senior Vice President, Controller and Chief Accounting Officer; and Senior Vice President and Chief Financial Officer. Between 2003 and 2007, Ms. O’Sullivan held roles in the controller’s function at Hewitt Associates, which has since merged into AON Corporation, and at Sears Holdings Corporation. From 1989 to 2002, Ms. O’Sullivan’s served in the audit practice at Arthur Andersen, including as an Audit Partner from 2001 to 2002. Ms. O’Sullivan received a B.S. from the University of Illinois and is a Certified Public Accountant (currently inactive). |

DEF 14A of Zebra Technologies Corp

Election of Directors

Election of Directors

Election of Directors

Biographical Information of Zebra’s Director Nominees and Continuing Directors

Director Nominees

Director Nominees

Director Nominees

Director Nominees

Director Nominees

Director Nominees

Director Nominees

Director Nominees

Director Nominees

Continuing Directors

Continuing Directors

Continuing Directors

Continuing Directors

Continuing Directors

Continuing Directors

Continuing Directors

Continuing Directors

Continuing Directors

Continuing Directors

Continuing Directors

Continuing Directors

Continuing Directors

Continuing Directors

Continuing Directors

Board Leadership Structure

Board Leadership Structure

Board Leadership Structure

Non-Employee Director Compensation

Elements of Director Compensation

Elements of Director Compensation

Elements of Director Compensation

Elements of Director Compensation

2025 Non-Employee Director Compensation

2025 Non-Employee Director Compensation

2025 Non-Employee Director Compensation

Compensation Governance Practices

Compensation Governance Practices

Compensation Governance Practices

Roles of Management, the Compensation and Culture Committee, and the Independent Compensation Consultant

Roles of Management, the Compensation and Culture Committee, and the Independent Compensation Consultant

Compensation Components

Compensation Components

Realized Pay Alignment with Overall Performance

2025 Financial Performance Goals and Performance Payout Percentage

2025 Financial Performance Goals and Performance Payout Percentage

2025 Financial Performance Goals and Performance Payout Percentage

2025 Financial Performance Goals and Performance Payout Percentage

2025 Financial Performance Goals and Performance Payout Percentage

2025 Financial Performance Goals and Performance Payout Percentage

2025 Financial Performance Goals and Performance Payout Percentage

2025 ZIP Awards for the NEOs

2025 Long-Term Equity Incentive Awards

Form of Awards

Form of Awards

Target Awards

Target Awards

Target Awards

RSUs Granted in 2025

How PVRSUs are Earned

How PVRSUs are Earned

How We Establish the Peer Group

How We Establish the Peer Group

How We Establish the Peer Group

How We Establish the Peer Group

How We Establish the Peer Group

How We Establish the Peer Group

How We Establish the Peer Group

How We Establish the Peer Group

How We Establish the Peer Group

How We Establish the Peer Group

How We Establish the Peer Group

How We Establish the Peer Group

How We Establish the Peer Group

How We Establish the Peer Group

Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Non-Public Information