DEF 14A of Motorola Solutions, Inc., Mar 28, 2024

DEF 14A of Motorola Solutions, Inc.

Filed Mar 28, 2024 · FY20230001193125-24-079648

Open on EDGAR

  1. DIRECTOR NOMINEE STATISTICS

    DIRECTOR NOMINEE STATISTICS

  2. DIRECTOR NOMINEE STATISTICS

    | Independence 88% | Average Tenure 7.5 Years | Gender and/or Racial Diversity 50% | Average Age 63 Years |

  3. DIRECTOR NOMINEE STATISTICS

    | Motorola Solutions Notice of 2024 Annual Meeting of Shareholders and Proxy Statement | 3 |

  4. DIRECTOR NOMINEE STATISTICS

    | 4 | Motorola Solutions Notice of 2024 Annual Meeting of Shareholders and Proxy Statement |

  5. DIVERSITY OF SKILLS AND EXPERIENCE OF DIRECTOR NOMINEES

    DIVERSITY OF SKILLS AND EXPERIENCE OF DIRECTOR NOMINEES

  6. DIVERSITY OF SKILLS AND EXPERIENCE OF DIRECTOR NOMINEES

    | Skills & Experience Summary | Gregory Q. Brown | Nicole Anasenes | Kenneth D. Denman | Dr. Ayanna M. Howard | Clayton M. Jones | Judy C. Lewent | Gregory K. Mondre | Joseph M. Tucci | | Relevant industry experience | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | | Public company CEO, division CEO or CFO | ✓ | ✓ | ✓ | | ✓ | ✓ | | ✓ | | Financial and accounting expertise | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Technology experience | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Cybersecurity and privacy experience | ✓ | | ✓ | ✓ | ✓ | | | | | Software and services business experience | ✓ | ✓ | ✓ | ✓ | | | ✓ | ✓ | | Global business experience | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | | Government, public policy or regulatory experience | ✓ | | | ✓ | ✓ | ✓ | | ✓ | | Private equity, investment banking or capital allocation experience | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Public company board experience | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Human capital management experience | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |

  7. DIVERSITY OF SKILLS AND EXPERIENCE OF DIRECTOR NOMINEES

    Skills and Experience Detail: Relevant industry experience – We value directors who possess an understanding of financial, operational and strategic issues facing public safety agencies and enterprises. Public company CEO, division CEO or CFO – Directors who have served in relevant public company senior leadership positions bring unique experience and perspective to our business. Financial and accounting expertise – Directors with a deep understanding of financial markets, accounting principles and methodologies and financial reporting processes are well-suited to oversee our financial position, results of operations and related financial reporting. Technology experience – Directors with experience in innovation and technology, including engineering, artificial intelligence or video and physical security, are strategically equipped to help our business in “Solving for safer” to help protect people, property and places. Cybersecurity and privacy experience – As a provider of mission-critical communications systems for customers in critical infrastructure sectors facing related cybersecurity and privacy risks, we seek directors with experience in cybersecurity and data privacy. Software and services business experience – Our business has evolved in recent years to increase its focus on software and recurring services, and directors with experience in software and services are uniquely positioned to manage this progression. Global business experience – Our business has customers in over 100 countries around the world, and directors with experience overseeing non-U.S. operations, global business cultures and multicultural customer preferences assist in managing our global operations and supply chain. Government, public policy or regulatory experience – Directors with an understanding of these areas are uniquely qualified to provide guidance to our business, as the majority of our business is with governmental entities. Private equity, investment banking or capital allocation experience – Our business involves complex financial transactions which directors with private equity, investment banking or capital allocation experience are particularly skilled to address. Public company board experience – Directors who currently serve, or have served, on other public company boards, maintain a thorough understanding of corporate governance practices and policies and assist in maintaining relationships between the corporate board and senior management. Human capital management experience – Directors with experience managing people and teams, including with respect to recruitment, retention, development and compensation, provide strategic value in overseeing our human capital management efforts, as we operate in a competitive talent market, particularly with respect to software and cloud computing infrastructure engineers, as well as employees in data science and artificial intelligence.

  8. DIVERSITY OF SKILLS AND EXPERIENCE OF DIRECTOR NOMINEES

    | Motorola Solutions Notice of 2024 Annual Meeting of Shareholders and Proxy Statement | 5 |

  9. EXECUTIVE COMPENSATION PROGRAM HIGHLIGHTS (page 36)

    | • | Performance measures for incentive compensation are linked to the overall performance of the Company and are designed to be aligned with the creation of long-term shareholder value. |

  10. EXECUTIVE COMPENSATION PROGRAM HIGHLIGHTS (page 36)

    | • | Our long-term incentive awards are equity-based, use multi-year vesting provisions to encourage retention, and are designed to align our NEOs’ interests with long-term shareholder interests. For 2023, long-term equity compensation comprised approximately 82% of the targeted annual compensation for our CEO and, on average, approximately 67% of the targeted annual compensation for the other NEOs. |

  11. EXECUTIVE COMPENSATION PROGRAM HIGHLIGHTS (page 36)

    | • | Retention of independent compensation consultant |

  12. EXECUTIVE COMPENSATION PROGRAM HIGHLIGHTS (page 36)

    | • | “Double trigger” severance benefits in the event of a change in control |

  13. OUR BOARD – WHO WE ARE

    OUR BOARD – WHO WE ARE Our Board has nominated and recommends eight individuals for election to our Board at the Annual Meeting. These individuals are as follows:

  14. OUR BOARD – WHO WE ARE

    | | | | | | | | | | Gregory Q. Brown | Nicole Anasenes | Kenneth D. Denman | Ayanna M. Howard | Clayton M. Jones | Judy C. Lewent | Gregory K. Mondre | Joseph M. Tucci |

  15. OUR BOARD – WHO WE ARE

    Our Board believes that each nominee has the skills, experience and personal qualities our Board seeks in its directors, and that the combination of these nominees creates an effective and well-functioning Board, with a diversity of perspectives, viewpoints, backgrounds and professional experiences that best serves our Board, the Company and our shareholders. Each of the nominees named is currently a director of the Company. The ages shown are current as of the date of this Proxy Statement. Each of the director nominees (other than Ms. Anasenes) was elected at the Annual Meeting of Shareholders held on May 16, 2023. As previously announced, on February 21, 2024, the Board increased the number of directors of the Company from eight to nine, and elected Ms. Anasenes to serve as a director, effective immediately. Egon P. Durban, who has been one of Silver Lake’s designees to our Board, has not been nominated for re-election at the Annual Meeting, and the Board thanks him for his years of service. For further information, see the section of this Proxy Statement titled “Agreement with Silver Lake” on page 19. The size of the Board will be reduced to eight members effective as of, and contingent upon, the election of the eight director nominees at the Annual Meeting. Judy C. Lewent has reached the age of 75 and Clayton M. Jones will have reached the age of 75 prior to the date of our Annual Meeting; however, given each of Ms. Lewent’s and Mr. Jones’s continued significant contributions to the Board (including Ms. Lewent in her role as Chair of the Audit Committee), and their meaningful knowledge of the Company, our Board has granted a one-year waiver of the retirement age for each of Ms. Lewent and Mr. Jones. In addition, given Mr. Tucci’s extensive industry knowledge and his position as Chair of the Compensation and Leadership Committee, our Board has granted an additional one-year waiver of the retirement age for Mr. Tucci. Included in each nominee’s biography is a description of select key qualifications, experience and characteristics, including each nominee’s self-identified race, that led our Board to conclude that each nominee is qualified to serve as a member of our Board.

  16. OUR BOARD – WHO WE ARE

    | * The number of directors of the Company to be elected at the Annual Meeting is eight. If elected by our shareholders at the Annual Meeting, each director nominee will serve a one-year term ending at the 2025 Annual Meeting of Shareholders. Each director will hold office until such director’s respective successor is elected and qualified or until such director’s earlier death or resignation. Each of the nominees has consented to being named in this Proxy Statement and to serve as a director if elected. However, if any nominee is not available to serve as a director for any reason at the time of the Annual Meeting, the proxies will be voted for the election of such other person or persons as the Board may designate, unless the Board, in its discretion, reduces the number of directors. The Board has the authority under our amended and restated bylaws (“Bylaws”) to increase or decrease the size of the Board and to fill vacancies between Annual Meetings of Shareholders. |

  17. OUR BOARD – WHO WE ARE

    | 12 | Motorola Solutions Notice of 2024 Annual Meeting of Shareholders and Proxy Statement |

  18. OUR BOARD – WHO WE ARE

    | GREGORY Q. BROWN | Mr. Brown joined the Company in 2003, was appointed as Chief Executive Officer of Motorola, Inc. in January 2008, and since May 2011 has been the Chairman and Chief Executive Officer of Motorola Solutions, Inc. Other Public Company Boards: In the last five years, Mr. Brown served on the board of Xerox Corporation from January 2017 to May 2019. Board Committees: Executive (Chair) Director Qualifications: ● Public company CEO, relevant industry, technology, software and services business, cybersecurity and privacy, and human capital management experience as Chairman and CEO of the Company and former Chairman and CEO of Micromuse, Inc. ● Financial and accounting expertise, global business, capital allocation, government, public policy, and regulatory experience as Chairman and CEO of the Company, former chair and board member of the Federal Reserve Bank of Chicago, former Vice Chair of the U.S. – China Business Council, and former member of the President of the United States’ Management Advisory Board ● Government, public policy, and regulatory experience as a member of The Business Council, Council on Foreign Relations, Co-chair of Prium, and former member of the Business Roundtable and of the President’s National Security Telecommunications Advisory Committee (NSTAC) ● Public company board experience | | | | | Principal Occupation: Chairman and Chief Executive Officer, Motorola Solutions, Inc. | | | Age: 63 Race: White Director since: 2007 Chairman since: 2011 | |

  19. OUR BOARD – WHO WE ARE

    | NICOLE ANASENES | Ms. Anasenes served as Chief Financial Officer and Senior Vice President, Finance of ANSYS, Inc., a developer and provider of engineering simulation software and services, from March 2021 and December 2020, respectively, until February 2024. As ANSYS, Inc. previously disclosed, Ms. Anasenes will continue to remain an employee of ANSYS, Inc. until June 7, 2024. She was Chief Financial Officer and Chief Operating Officer of Squarespace, Inc., a company which sells subscription software to help customers establish and manage their online presence and stores, from 2016 to 2020, and also served as Chief Financial Officer of Infor, a cloud application software company from 2013 to 2015. Before joining Infor, Ms. Anasenes spent 11 years with IBM in various leadership positions in corporate finance, M&A and market development. Other Public Company Boards: In the last five years, Ms. Anasenes served on the boards of ANSYS, Inc. from July 2018 until December 2020 and VMware, Inc. from April 2022 to November 2023. Board Committees: Audit Director Qualifications: ● Public company CFO, as former Chief Financial Officer of ANSYS, Inc. and former Chief Financial Officer of Squarespace, Inc. ● Relevant industry, technology, software and services business, and human capital management experience as former Chief Financial Officer of ANSYS, Inc., former Chief Financial Officer and Chief Operating Officer of Squarespace, Inc. and former Chief Financial Officer of Infor ● Financial and accounting expertise, global business, private equity, investment banking or capital allocation experience as former Chief Financial Officer of ANSYS, Inc., former Chief Financial Officer and Chief Operating Officer of Squarespace, Inc. and former Chief Financial Officer of Infor ● Public company board experience In addition to the qualifications listed above, the Board also values Ms. Anasenes’s diverse perspective as a woman. Ms. Anasenes was recommended as a potential director nominee by Russell Reynolds, as part of our director nominating process that is managed by our Governance and Nominating Committee. Refer to “How Our Board is selected and Assessed-Director Nominating Process” on page 17 of this Proxy Statement for additional information. | | | | | Principal Occupation: Former Chief Financial Officer and Senior Vice President, Finance, ANSYS, Inc. | | | Age: 50 Race: White Director since: 2024 Independent | |

  20. OUR BOARD – WHO WE ARE

    | Motorola Solutions Notice of 2024 Annual Meeting of Shareholders and Proxy Statement | 13 |

  21. OUR BOARD – WHO WE ARE

    | KENNETH D. DENMAN | Mr. Denman is a General Partner at Sway Ventures, a venture capital firm that invests in early to mid-stage technology companies. He was the CEO and President of Emotient, Inc., a company that uses artificial intelligence to analyze facial expressions to detect emotions, from 2012 to 2016. He also served as the Chief Executive Officer of Openwave Systems Inc. from 2008 to 2011 and as a director from 2004 to 2011. He served as the Chief Executive Officer and President and director of iPass, Inc. from 2001 to 2008 and as its Chairman from 2003 to 2008. Mr. Denman is also a member of the Board of Trustees of Seattle Children’s Hospital. Other Public Company Boards: Costco Wholesale Corporation. In the last five years, Mr. Denman served on the boards of LendingClub Corporation from July 2017 to February 2021, Mitek Solutions, Inc. from December 2016 to December 2019, and VMware, Inc. from January 2021 to November 2023. Board Committees: Compensation and Leadership, Governance and Nominating (Chair), Executive Director Qualifications: ● Relevant industry, technology, and human capital management experience, and financial and accounting expertise as former CEO and President of Emotient, Inc. and iPass, Inc. and former CEO of Openwave Systems Inc. ● Software and services business, and cybersecurity and privacy experience as former CEO and President of Emotient, Inc. and iPass, Inc. and former CEO of Openwave Systems Inc. ● Public company CEO, and global business experience as former CEO and President of iPass, Inc. and former CEO of Openwave Systems Inc. ● Private equity, investment banking, and capital allocation experience as a General Partner of Sway Ventures ● Public company board experience | | | | | Principal Occupation: General Partner, Sway Ventures | | | Age: 65 Race: Black Director since: 2017 Lead Independent Director since: 2019 Independent | |

  22. OUR BOARD – WHO WE ARE

    | AYANNA M. HOWARD | Dr. Howard is the dean of the College of Engineering at The Ohio State University, as well as a tenured professor in the college’s Department of Electrical and Computer Engineering with a joint appointment in Computer Science and Engineering, positions that she has held since 2021. Dr. Howard is also the founder and board president of Zyrobotics, Inc., a non-profit organization that provides AI-powered STEM tools for early childhood education. Dr. Howard held various positions at the Georgia Institute of Technology (“Georgia Tech”) from 2005 to 2021, including as the Chair of the School of Interactive Computing from 2018 to 2021, and as the Linda J. and Mark C. Smith Professor, School of Electrical & Computer Engineering from 2015 to 2021. Prior to her time at Georgia Tech, Dr. Howard worked at NASA’s Jet Propulsion Laboratory in various roles from 1993 to 2005. Other Public Company Boards: Autodesk, Inc. Board Committees: Audit Director Qualifications: ● Financial and accounting expertise and private equity, investment banking, and capital allocation experience as the founder of Zyrobotics, Inc., and from her receipt of her M.B.A. from the Drucker Graduate School of Management ● Government, public policy and regulatory experience as the dean of the College of Engineering at The Ohio State University and former roles at NASA’s Jet Propulsion Laboratory ● Relevant industry, technology, cybersecurity and privacy, software and services business, and human capital management experience as the founder of Zyrobotics, Inc., dean of the College of Engineering at The Ohio State University and former roles at NASA’s Jet Propulsion Laboratory ● Public company board experience | | | | | Principal Occupation: Dean of the College of Engineering, The Ohio State University | | | Age: 52 Race: Black Director since: 2022 Independent | |

  23. OUR BOARD – WHO WE ARE

    | 14 | Motorola Solutions Notice of 2024 Annual Meeting of Shareholders and Proxy Statement |

  24. OUR BOARD – WHO WE ARE

    | CLAYTON M. JONES | Mr. Jones served as Chairman of the Board of Rockwell Collins from 2002 through July 2014, and as Chief Executive Officer from June 2001 until his retirement in July 2013. Mr. Jones also served as President of Rockwell Collins and Corporate Officer and Senior Vice President of Rockwell International, which he joined in 1979. Mr. Jones is also a U.S. Air Force veteran. Other Public Company Boards: Deere & Company. Board Committees: Audit Director Qualifications: ● Public company CEO, financial and accounting expertise, and global business experience as former CEO of Rockwell Collins ● Relevant industry, technology, cybersecurity and privacy, private equity, investment banking and capital allocation, and human capital management experience as former CEO of Rockwell Collins and Corporate Officer and Senior Vice President of Rockwell International ● Government, public policy and regulatory experience as a former member of The Business Council, the Business Roundtable and the President’s National Security Telecommunications Advisory Committee ● Public company board experience | | | | | Principal Occupation: Retired; Formerly Chairman, Chief Executive Officer and President, Rockwell Collins, Inc. (“Rockwell Collins”) | | | Age: 74 Race: White Director since: 2015 Independent | |

  25. OUR BOARD – WHO WE ARE

    | JUDY C. LEWENT | Ms. Lewent served as Chief Financial Officer of Merck, a pharmaceutical company, from 1990 until her retirement in 2007. Prior roles at Merck include Executive Vice President from 2001 to 2007 and President, Human Health Asia from 2003 to 2005. Other Public Company Boards: In the last 5 years, Ms. Lewent served on the boards of GlaxoSmithKline plc from April 2011 to May 2021, and Thermo Fisher Scientific, Inc. from May 2008 to May 2021. Ms. Lewent also served on the board of Motorola, Inc. from May 1995 to May 2010. Board Committees: Audit (Chair), Executive Director Qualifications: ● Public company CFO, financial and accounting expertise, capital allocation, global business, and human capital management experience as the former CFO of Merck ● Technology experience as a life member of the Massachusetts Institute of Technology ● Government, public policy, and regulatory experience as former CFO at Merck and former board member of GlaxoSmithKline and Thermo Fisher ● Public company board experience | | | | | Principal Occupation: Retired; Formerly Executive Vice President & Chief Financial Officer, Merck & Co., Inc. (“Merck”) | | | Age: 75 Race: White Director since: 2011 Independent | |

  26. OUR BOARD – WHO WE ARE

    | Motorola Solutions Notice of 2024 Annual Meeting of Shareholders and Proxy Statement | 15 |

  27. OUR BOARD – WHO WE ARE

    | GREGORY K. MONDRE | Mr. Mondre is Co-CEO and Managing Partner of Silver Lake, a global technology investment firm, and is based in New York. Mr. Mondre joined Silver Lake in 1999 and was previously Managing Partner and Managing Director from January 2013 to December 2019. Prior to his time at Silver Lake, Mr. Mondre was a principal at TPG, where he focused on private equity investments across a wide range of industries, with a particular focus on technology. Other Public Company Boards: GoodRx Holdings, Inc. In the last five years, Mr. Mondre served on the boards of Expedia Group from May 2020 to October 2021 and GoDaddy, Inc. from May 2014 to February 2020. Board Committees: Governance and Nominating Director Qualifications: ● Relevant industry, technology, global business, and software and services business experience as Co-CEO and Managing Partner of Silver Lake ● Financial and accounting expertise and private equity, investment banking, and capital allocation, and human capital management experience as Co-CEO and Managing Partner of Silver Lake and as former principal at TPG ● Public company board experience | | | | | Principal Occupation: Co-CEO and Managing Partner, Silver Lake | | | Age: 49 Race: White Director since: 2015 Independent | |

  28. OUR BOARD – WHO WE ARE

    | JOSEPH M. TUCCI | Mr. Tucci is the Chairman of Bridge Growth Partners. He is a founder, served as director from September 2016 to July 2022, and as the Co-Chairman and Co-Chief Executive Officer from September 2016 to February 2019, of GTY Technology Holdings, Inc., a software-as-a-service company that offers a cloud-based suite of solutions for the public sector in North America. Mr. Tucci was the Chairman and Chief Executive Officer of EMC Corporation, a provider of enterprise storage systems, software, and networks. He was EMC’s Chairman from January 2006 and CEO from January 2001 until September 2016, when Dell Technologies acquired the company. Other Public Company Boards: Paychex, Inc. In the last five years, Mr. Tucci also served on the board of GTY Technology Holdings, Inc. from September 2016 to July 2022. Board Committees: Compensation and Leadership (Chair), Governance and Nominating, Executive Director Qualifications: ● Public company CEO, technology, global business, software and services business, and human capital management experience, and financial and accounting expertise as former Chairman, CEO and President of EMC Corporation ● Relevant industry, and private equity experience as former Co-CEO and Co-Chairman of GTY Technology Holdings, Inc. and founding member and current Chairman of Bridge Growth Partners ● Government, public policy, and regulatory experience as a former member of the Business Roundtable and Chair of its Task Force on Education and the Workforce and as a former member of the Technology CEO Council ● Public company board experience | | | | | Principal Occupation: Chairman of Bridge Growth Partners | | | Age: 76 Race: White Director since: 2017 Independent | |

  29. OUR BOARD – WHO WE ARE

    THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF THE EIGHT NOMINEES NAMED HEREIN AS DIRECTORS. UNLESS OTHERWISE INDICATED ON YOUR PROXY, YOUR SHARES WILL BE VOTED FOR THE ELECTION OF SUCH EIGHT NOMINEES AS DIRECTORS.

  30. OUR BOARD – WHO WE ARE

    | 16 | Motorola Solutions Notice of 2024 Annual Meeting of Shareholders and Proxy Statement |

  31. Compensation Governance Practices and Principles

    | • | Performance measures for incentive compensation are linked to the overall performance of the Company and are designed to be aligned with the creation of long-term shareholder value. |

  32. Compensation Governance Practices and Principles

    | • | Our long-term incentive awards are equity-based, use multi-year vesting provisions to encourage retention, and are designed to align our NEOs’ interests with long-term shareholder interests. For 2023, long-term equity compensation comprised approximately 82% of the targeted annual compensation for our CEO and, on average, approximately 67% of the targeted annual compensation for the other NEOs. |

  33. Compensation Governance Practices and Principles

    | • | Retention of independent compensation consultant |

  34. Compensation Governance Practices and Principles

    | • | “Double trigger” severance benefits in the event of a change in control |

  35. HOW WE DETERMINE DIRECTOR COMPENSATION

    HOW WE DETERMINE DIRECTOR COMPENSATION The Governance and Nominating Committee recommends to the Board the compensation for non-employee directors, which is to be consistent with market practices of other similarly situated companies and takes into consideration the impact on non-employee directors’ independence and objectivity. This recommendation is based, in part, on input received from CAP, our independent compensation consultant. CAP conducts compensation benchmarking regarding compensation of non-employee directors of the Company’s peer group, which results the Governance and Nominating Committee considers. Our Board has asked the Compensation and Leadership Committee to assist the Governance and Nominating Committee in making such recommendations. The charter of the Governance and Nominating Committee does not permit it to delegate director compensation matters to management, and management has no role in recommending the amount or form of director compensation.

  36. HOW OUR DIRECTORS ARE COMPENSATED

    (iii) outright shares of Common Stock. Directors could also elect to receive the annual equity grant in the form of (i) DSUs that settle when the director terminates service, or (ii) DSUs that settle after one year (unless service is earlier terminated). These choices allow directors to engage in tax planning appropriate for their circumstances. On May 16, 2023, each non-employee director received his or her annual equity award in the form of a DSU award of 756 shares of Common Stock. The number of DSUs awarded was determined by dividing $220,000 by the fair market value of a share of Common Stock on the date of grant (rounded up to the next whole number) based on the closing price on the date of grant. For a non-employee director who becomes a member of the Board after the annual grant of DSUs, the award will be prorated based on the number of full months to be served until the next annual meeting of shareholders ($18,333.33 per month) divided by the closing price of the Common Stock on the day of election to the Board. In November 2023, our Board approved increases to certain components of our non-employee directors’ compensation, as follows: an increase to the annual cash retainer for each non-employee director to $110,000 (from $100,000); an increase to the Lead Independent Director fee to $55,000 (from $40,000); and an increase to the annual equity grant for each non-employee director to $245,000 (from ($220,000). This increase to the annual equity grant will apply to our directors’ compensation beginning with the May 2024 annual equity grant, and the increases to the cash compensation will apply to our directors’ compensation beginning May 2024 (on a prorated basis for the second quarter of 2024). In approving these increases, the Board considered competitive pay practices across our peer group and, as a supplemental reference, pay practices more broadly within our industry (both with input from CAP). The median compensation of our peer group is considered as an initial guideline for determining non-employee director compensation. The Board also considered the continued expansion of Lead Independent Director and non-employee director responsibilities, expectations for technical and functional expertise and increasing developments in corporate governance. Non-employee directors are not eligible to participate in the Motorola Solutions Management Deferred Compensation Plan. Motorola Solutions does not have a non-equity incentive plan or pension plan for non-employee directors. Non-employee directors do not receive any additional fees for attendance at meetings of the Board or its committees, or for additional work done on behalf of the Board or a committee. The Company also reimburses its directors and, in certain circumstances, spouses who accompany directors, for travel, lodging and related expenses they incur in attending Board and committee meetings or other meetings as requested by Motorola Solutions. Mr. Brown, who was an employee during 2023, received no additional compensation for serving on the Board. The following table further summarizes compensation paid to the non-employee directors during 2023. Ms. Anasenes joined the Board after the end of fiscal 2023 and therefore is not included in the table.

  37. HOW OUR DIRECTORS ARE COMPENSATED

    | Name (a) | Fees Earned or Paid in Cash ($)(1) (b) | Stock Awards ($)(2)(3) (c) | All Other Compensation ($)(4) (g) | Total ($) (h) | | Kenneth D. Denman | 155,000 | 220,283 | 157 | 375,440 | | Egon P. Durban(5) | 0 | 320,778 | 157 | 320,935 | | Dr. Ayanna M. Howard | 110,000 | 220,283 | 157 | 330,440 | | Clayton M. Jones | 110,000 | 220,283 | 157 | 330,440 | | Judy C. Lewent | 125,000 | 220,283 | 157 | 345,440 | | Gregory K. Mondre | 0 | 320,778 | 157 | 320,935 | | Joseph M. Tucci | 120,000 | 220,283 | 157 | 340,440 |

  38. CEO Framework

    | • | Long-Term Strategic Initiatives – expansion of product and service offerings and acquisitions |

  39. Short-Term Incentive Plan Results

    Short-Term Incentive Plan Results The Executive Officer Short Term Incentive Plan (“STIP”) provides annual cash incentives to executives based on a combination of objective Company-wide financial performance targets and unique individual executive performance goals. Given the broad range of strategic activities necessary to continue driving the growth and expansion of our business, the Company performance factor is multiplied by an individual performance factor (“IPF”) to reward our executives for accomplishments beyond strong financial results. The IPF is based on the Committee’s subjective and thorough review of each NEO’s individual performance throughout the year.

  40. Short-Term Incentive Plan Results

    | Motorola Solutions Notice of 2024 Annual Meeting of Shareholders and Proxy Statement | 39 |

  41. CEO Individual Performance

    | 2023 ACCOMPLISHMENT HIGHLIGHTS | | | LONG-TERM STRATEGIC INITIATIVES | • Launched new brand narrative, “Solving for safer” • Secured strategic agreement related to the Company’s video manufacturing operations • Rationalized cloud computing environments driving significant savings and enhanced capabilities for our Video and Command Center software applications • Integrated Rave, Avigilon Alta and Avigilon Decision Management System into the Orchestrate platform • Launched the Avigilon security suite, which includes the cloud-native Avigilon Alta (SaaS) and on-premise Avigilon Unity solutions, each powered by advanced analytics, providing video security and access control capabilities • Secured strategic agreement for multi-year cloud services with Google to help advance artificial intelligence (“AI”) capabilities and lower costs • Completed acquisition of IPVideo, creator of the HALO Smart Sensor | | PEOPLE | • Hired 2,516 employees and acquired 54 employees in connection with the IPVideo acquisition • Achieved record employee volunteering of nearly 100,000 hours • Added Juneteenth as a paid holiday in U.S. and National Day for Truth and Reconciliation as a paid holiday in Canada, each starting in 2024 • Provided a global mental health day to employees to emphasize importance of mental wellbeing • Received multiple awards: ¡ Fortune’s 2023 World’s Most Admired Companies ¡ Forbes World’s Best Employers ¡ Fast Company Best Workplaces for Innovators ¡ Newsweek America’s Greatest Workplaces for Diversity ¡ Forbes 2023 World’s Top Companies for Women ¡ Disability Equality Index Best Places to Work |

  42. Other NEO Individual Performance

    | | IPF | FINANCIAL AND OPERATIONAL | LONG-TERM STRATEGIC INITIATIVES | PEOPLE | | WINKLER | 1.4 | • Achieved record operating cash flow of $2 billion • Earned credit rating upgrade from Moody’s to Baa2 and positive outlook with BBB- rating by Fitch, reflecting the Company’s strong balance sheet • Improved supply chain operations and drove significant cost savings and lower inventory ¡ Reduced supply chain costs by $200 million, including lower purchase price variance ¡ Achieved Video supplier cost reductions ¡ Managed risk with greater redundancy ¡ Enabled collaboration platform for 800+ suppliers • Implemented a strategic program to manage insurance risk • Launched a new IT platform for subscription management to enable Video growth • Enhanced visibility in Command Center revenue metrics, resulting in improved operational efficiency and order fulfillment • Reduced operational real estate square footage by 5% • Completed the successful integration of Rave, with results exceeding 2023 business case • Executed on transition of low end business radio portfolio to outsourced business model • Implemented ‘zero-trust’ program across the Company for critical systems to increase IT security | • Negotiated strategic agreement related to the Company’s video manufacturing operations • Secured strategic agreement for multi-year cloud services with Google to help advance AI capabilities and lower costs • Consolidated cloud computing environments, resulting in significant cost savings and enhanced capabilities for Video and Command Center software applications • Upgraded core systems enabling new reporting capabilities and actionable insights • Launched low cost software development center, resulting in significant savings and reduced risk • Launched an AI platform, use cases and supporting governance framework, enabling product development and efficiency improvements • Upgraded core ERP financial system bringing the platform to current release and helping to ensure support longevity • Led Investor Relations efforts to expand shareholder base, including international shareholders • Completed acquisition of IPVideo, creator of the HALO Smart Sensor • Ranked 2nd by Institutional Investor in Best CEO, CFO and IR categories within the IT Hardware and Electronics industry | • Executive champion of Veterans Business Council • Motorola Solutions Foundation president • Launched the CFO Mentor Program, with over 380 participants • Launched “Let’s Talk!” series to support a more equitable and inclusive culture • Hired over 400 full-time employees, continuing to build-out shared services and centers of excellence. • Invested in talent pipeline and strengthened our succession plans with critical director-level employee hires |

  43. Other NEO Individual Performance

    | | IPF | FINANCIAL AND OPERATIONAL | LONG-TERM STRATEGIC INITIATIVES | PEOPLE | | MOLLOY | 1.4 | • Achieved revenue growth of 10% to $10 billion, a company record • Achieved gross margin of $5 billion, a company record • Finished year with ending backlog of $14.3 billion, including record Products and Systems Integration backlog of $5 billion • Achieved record revenue in both the Products and Systems Integration and Software and Services segments • Achieved record revenue in LMR • Achieved record revenue in Video • Achieved record revenue in Command Center | • Launched 118 new LMR products and software releases • Launched 78 fixed Video products • Launched Avigilon Unity Video (formerly ACC 8) Avigilon’s next-generation on-premise video management system • Launched the Avigilon security suite, which includes the cloud-native Avigilon Alta (SaaS) and on-premise Avigilon Unity solutions • Integrated Rave, Avigilon Alta and Avigilon Decision Management System into the Orchestrate platform • Launched managed detection and response cybersecurity services globally for our LMR networks • Launched the R2 professional PCR radio • Executed on transition of low end business radio portfolio to outsourced business model • Implemented new licensing model and go-to-market strategy for lower-tier professional series radio portfolio • Acquired IPVideo, creator of the HALO Smart Sensor | • Executive champion of Motorola Black Inclusion & Diversity Organization (MBIDO) Business Council • Executive champion of People with Disabilities & Allies Business Council • Motorola Solutions Foundation board member • Executed on succession planning with organization changes that resulted in rotations for 51% of vice presidents • Invested and sponsored a suite of leader development programs for high-potential employees • Sponsored improvements in global wellness program |

  44. Other NEO Individual Performance

    | | IPF | FINANCIAL AND OPERATIONAL | LONG-TERM STRATEGIC INITIATIVES | PEOPLE | | SAPTHARISHI | 1.4 | • Grew Command Center sales 21% • Achieved SaaS revenue growth within the Command Center technology in excess of 2x the technology growth rate • Accelerated hybrid solutions, with over 60% of Command Center customers using cloud services as of the end of 2023 • Grew cloud adoption, surpassing 100,000 active Avigilon Alta and one million Avigilon Unity cloud cameras • Reached over 16 million analytic events processed through Calipsa AI every day • Launched Unity 8 with cloud and AI enablements • Combined Software and Video R&D organizations for stronger integration across our product lines • Established the SaaS Strategy and Operations organization to help optimize SaaS infrastructure and accelerate growth • Established cloud spend governance framework across product, finance and procurement groups • Grew the Public Safety Threat Alliance to over 900 members, helping to enable better cyber threat intelligence | • Integrated Rave across our products, including 911, Aware and Orchestrate • Completed the first release of CommandCentral Responder, an iOS field reporting app • Developed community portal and ecommerce site for public-private partnerships • Introduced multi-language detection and translation alongside smart transcription • Delivered major product releases for our core Command Center applications • Introduced Pelco Elevate for AI-powered, cloud-based camera management • Launched V500 and V700 LTE body worn cameras for International and North America markets • Introduced new AI features for visible firearms detection, crowd detection, audio analytics and privacy masking • Delivered new release of Avigilon Unity Mobile app with improved user interface and performance | • Executive champion of LatinX Business Council • Executive sponsor of Motorola Solutions Innovators Circle (MIC) and Motorola Solutions Technology Advisory Committee (MTAC) • Hosted our largest hackathon with over 1000 participants across 26 global sites • Continued “10% time” program to provide time to employees for professional development |

  45. Other NEO Individual Performance

    | | IPF | FINANCIAL AND OPERATIONAL | LONG-TERM STRATEGIC INITIATIVES | PEOPLE | | NAIK | 1.4 | • Completed IPVideo acquisition, creator of the HALO Smart Sensor • Drove annual strategic planning and investment prioritization • Identified and evaluated multiple companies and technologies for potential acquisitions | • Developed market segmentation to optimize channel coverage • Developed growth strategies for several products including cybersecurity, unified recorder, and PCR wearables • Quantified demand and pricing strategy for new product offerings | • Executive champion of Motorola Asian & Pacific Islander (MAPI) Business Council • Strengthened team and expanded M&A deal capacity with external hires |

  46. 2023 NEO Short-Term Incentive Payouts

    2023 NEO Short-Term Incentive Payouts As detailed earlier, the Committee assessed and determined that Mr. Brown and the other NEOs largely exceeded their qualitative and quantitative individual performance objectives. To recognize and reward these achievements, the Committee approved the following IPFs and total STIP payouts for 2023.

  47. 2023 NEO Short-Term Incentive Payouts

    | NEO | ELIGIBLE EARNINGS ($)(1) | STIP TARGET (%) | COMPANY PERFORMANCE FACTOR | INDIVIDUAL PERFORMANCE FACTOR | STIP AWARD ($) | AWARD AS % OF TARGET | | BROWN | $1,350,000 | 225% | 1.09 | 1.40 | $4,635,225 | 153% | | WINKLER | $806,846 | 125% | 1.09 | 1.40 | $1,539,059 | 153% | | MOLLOY | $908,884 | 125% | 1.09 | 1.40 | $1,733,697 | 153% | | SAPTHARISHI | $806,846 | 125% | 1.09 | 1.40 | $1,539,059 | 153% | | NAIK | $589,808 | 95% | 1.09 | 1.40 | $855,044 | 153% |

  48. 2023 NEO Short-Term Incentive Payouts

    | (1)Eligible | earnings consists of the base salary earned during the performance period from January 1 through December 31. |

  49. 2023 NEO Short-Term Incentive Payouts

    | Motorola Solutions Notice of 2024 Annual Meeting of Shareholders and Proxy Statement | 45 |

  50. Long-Term Incentive Plan Results

    Long-Term Incentive Plan Results Our annual long-term incentive (“LTI”) program is 100 percent performance-based and provides awards in the form of performance stock units (“PSUs”), performance options (“POs”) and market stock units (“MSUs”), which are earned based on either relative TSR (in the case of PSUs and POs) or change in absolute stock price (in the case of MSUs). The annual LTI program not only rewards long-term stock price performance, but also ensures that our TSR outperforms the median of the S&P 500 in order to receive a target payout.

  51. Long-Term Incentive Plan Results

    | Long Range Incentive Plan (“LRIP”) and Performance Options The PSUs, under the 2021-2023 LRIP cycle, and POs granted in 2021 were earned based on our TSR relative to the S&P 500 over the three-year performance period. MSI’s three-year cumulative TSR performance of 87.98% resulted in an 89th percentile rank versus S&P 500 companies, with awards earned at 200% of target. Our TSR calculation is defined in the “2023 Annual Compensation Elements” section, which starts on page 51. | 2021-2023 LRIP | POs ($179.21 exercise price) | | | | RELATIVE TSR PAYOUT SCALE (S&P 500) | | | | | PERCENTILE RANK | PAYOUT | TSR | | | 90th - 100th Percentile | 250% | 101.58% | | | MSI (89th Percentile) | 200% | 87.98% | | | 80th - 89.99th Percentile | 200% | 62.17% | | | 70th - 79.99th Percentile | 175% | 47.72% | | | 60th - 69.99th Percentile | 150% | 31.72% | | | 55th - 59.99th Percentile | 110% | 26.71% | | | 50th - 54.99th Percentile | 90% | 21.28% | | | 45th - 49.99th Percentile | 80% | 16.60% | | | 35th - 44.99th Percentile | 50% | 6.97% | | | 30th - 34.99th Percentile | 30% | 2.07% | | | <30th Percentile | 0% | – |

  52. 2011-2023 CEO Compensation

    | PAY COMPONENT | 2011 | 2023 | % CHANGE | COMMENTS | | BASE SALARY | $1,200,000 | $1,350,000 | 12.5% | In 2014, the Committee increased Mr. Brown’s base salary by $50,000 and he received an amended employment agreement, which lowered his target incentive to 150%, resulting in an 18.6% decrease to Target Total Cash. In 2018, the Committee increased Mr. Brown’s target incentive from 150% to 175%. Effective October 1, 2022, the Committee increased Mr. Brown’s base salary by $100,000 and target incentive from 175% to 225%. | | STIP TARGET % | 220% | 225% | 2.3% | | | TARGET TOTAL CASH | $3,840,000 | $4,387,500 | 14.3% | | | LRIP | $3,000,000 | $6,600,000 | 120.0% | Beginning with the performance cycle that ended in 2018, Mr. Brown has received his LRIP payouts in stock, thus eliminating cash from his LTI program. Beginning with the performance cycle that started in 2019, Mr. Brown’s LRIP has been denominated 100% in PSUs. | | EQUITY | $4,000,000 | $13,200,000 | 230.0% | In 2015, the Committee replaced Mr. Brown’s stock options and restricted stock units (“RSUs”) (containing a stock price hurdle) with POs and MSUs, improving the long-term performance orientation of the program. | | TOTAL LTI | $7,000,000 | $19,800,000 | 182.9% | | | TARGET TOTAL COMPENSATION | $10,840,000 | $24,187,500 | 123.1% | AVERAGE ANNUAL INCREASE OVER THIRTEEN YEARS IS 9.5% |

  53. CEO 2023 LTI Pay Decisions

    CEO 2023 LTI Pay Decisions The Committee and our Board recognize that the retention of highly qualified leaders is critical to the Company’s continued success. Mr. Brown is a highly experienced senior leader at our Company. He joined the Company in 2003 and became CEO in 2008. Under Mr. Brown’s visionary leadership as CEO, the Company is a global leader in public safety and enterprise security, committed to solving for safer communities, safer schools and safer businesses. He has led the Company through the successful execution of key strategic initiatives that have positioned the

  54. CEO 2023 LTI Pay Decisions

    | Motorola Solutions Notice of 2024 Annual Meeting of Shareholders and Proxy Statement | 47 |

  55. CEO 2023 LTI Pay Decisions

    Company for long-term success and, in doing so, has created significant value for shareholders. As in prior years, when evaluating Mr. Brown’s 2023 long-term incentive compensation, the Committee took into consideration the fact that the Company generated TSR of 208% over the five-year period ended December 31, 2022, outperforming the S&P 500 index by 152 percentage points. As the Committee and the Board looked ahead, they believed it to be in the best interests of our shareholders and critical to the Company’s path forward to retain Mr. Brown as CEO. In particular, they considered his ability to generate shareholder returns, to make strategic investments that strengthen the Company’s portfolio, to grow its Video business and continue to successfully execute the Company’s long-term strategy and senior leadership succession plan. The Company’s outstanding financial performance in 2023 further illuminated the key role Mr. Brown plays at our Company. We are confident in Mr. Brown’s ability to continue to make strategic investments that strengthen our portfolio and grow our expanding businesses. In a highly competitive industry in which the need for proven leadership is critical, the Committee supports Mr. Brown’s LTI and total pay opportunities. As such, our Board determined to increase Mr. Brown’s 2023 long-term incentive opportunity 28% from $15.5 million in 2022 to $19.8 million for 2023. His position is above market median, with significant alignment with shareholder value creation.

  56. SOUND GOVERNANCE PRACTICES

    | WHAT WE DON’T DO | | | PRACTICE | MSI PRACTICE | | No Cash in NEO LTI Program | Beginning in 2021, NEO LTI has been 100% performance-based equity | | No Excise Tax Gross-ups | We do not provide tax gross-ups in connection with any perquisites or in the event of any “golden parachute payment” in connection with a change in control | | No Excessive Perquisites | We do not provide excessive perquisites to our NEOs and believe that our limited perquisites are reasonable and competitive | | No Hedging of Company Securities | Our Insider Trading Policy prohibits directors, officers and other designated employees from directly or indirectly holding securities tied to the performance of the Company other than our Common Stock and stock options delivered directly to employees under our option and incentive plans | | No Single Trigger Severance in a Change in Control | In the event of a change in control, all severance pay components have a double trigger (subject to certain conditions) |

  57. HOW WE PLAN COMPENSATION

    HOW WE PLAN COMPENSATION Our compensation framework is based on sound design principles, which allow for the flexibility to competitively, but responsibly, address the dynamic labor markets in which we compete. These programs have been designed to focus executives on the achievement of our long-term business plan and shareholder value creation. Our incentive plans utilize rigorous financial goals and, with respect to awards with relative TSR goals, require above median relative outperformance for target payouts, while incorporating risk-mitigating features, such as payout caps, to ensure we reward sustainable growth. Over the years, our executive compensation program has evolved with our business strategy, incorporated feedback from our shareholders, and maintained market competitiveness to properly incent and reward our management team. Additionally, we conduct regular risk assessments of our compensation programs and practices and review results with the Committee at least annually. When setting annual compensation for our NEOs, the Committee balances the current state of the business with setting the stage for the future. The Committee, with assistance from its independent advisor, CAP, considers the following: peer company pay practices for comparable positions; NEO experience, tenure, scope of responsibility and performance; internal pay alignment; and succession planning. The Committee uses the 50th percentile of our peer group and surveys as an initial guideline for establishing target total compensation opportunities for our NEOs with above market median pay (e.g., 75th percentile) targeted for significant contributions and sustained strong performance levels, as well as scope and responsibilities. The Committee engages CAP to advise on the Company’s executive compensation strategy and program design and to provide regulatory and market trend updates. CAP carries out competitive reviews as directed by the Committee and provides input on specific compensation recommendations for our CEO and other members of management’s Executive Committee. In 2023, the Committee continued to engage CAP as its independent compensation consultant. CAP participates in Committee meetings, including regular discussions with the Committee, without management present. During 2023, the Committee also reviewed CAP’s independence using assessment criteria that aligned with the Securities and Exchange Commission (“SEC”) and related New York Stock Exchange (“NYSE”) rules. The Committee concluded that CAP was independent and had no conflicts of interest.

  58. 2023 TARGET TOTAL COMPENSATION SUMMARY

    | NEO | BASE SALARY | TARGET STIP % | TARGET TOTAL CASH | | TARGET LTI | | TARGET TOTAL COMPENSATION | YEAR-OVER YEAR CHANGE | | | | | | LRIP | PO | MSU/RSU | | | | BROWN | $1,350,000 | 225% | $4,387,500 | $6,600,000 | $6,600,000 | $6,600,000 | $24,187,500 | 21.7% | | WINKLER | $815,000 | 125% | $1,833,750 | $1,333,334 | $1,333,333 | $1,333,333 | $5,833,750 | 12.3% | | MOLLOY | $915,000 | 125% | $2,058,750 | $1,450,000 | $1,450,000 | $1,450,000 | $6,408,750 | 13.6% | | SAPTHARISHI | $815,000 | 125% | $1,833,750 | $1,333,334 | $1,333,333 | $1,333,333 | $5,833,750 | 23.0% | | NAIK | $600,000 | 95% | $1,170,000 | $666,666 | $666,667 | $666,667 | $3,170,000 | N/A(1) |

  59. SHORT-TERM INCENTIVES

    SHORT-TERM INCENTIVES The STIP is an annual cash incentive award based on the Company’s achievement of financial performance and an executive’s individual performance. The Committee sets the target value for STIP as a percentage of an executive’s base salary.

  60. Payout Formula

    Payout Formula Actual STIP awards are based on the executive’s target incentive opportunity, the Company’s achievement of performance results (“Business Performance Factor”) and IPF assessment. The payout opportunity for both the Business Performance Factor and the IPF ranges from 0% to 140%, resulting in a total plan maximum payout opportunity of 196% of target. The incentive target opportunity for each NEO was determined based on a market evaluation.

  61. LONG-TERM INCENTIVES

    LONG-TERM INCENTIVES Our LTI program, implemented in 2015, was designed with the specific intention of aligning the largest component of NEO pay to the achievement of exceptional and sustainable value creation for our shareholders. To achieve this, we are purposefully centered on safety and security technologies, expanding our core LMR business to include video security, access control and command center solutions that help protect people, property and places. These investments reflect our sharpened focus on solving for safer communities, safer schools and safer businesses, supporting our customers’ public safety and enterprise security outcomes globally. The LTI program is designed to achieve this alignment through:

  62. LONG-TERM INCENTIVES

    | • | 100% performance-based vesting with respect to our regular annual grant under the LTI program (i.e., no time-based vesting or guaranteed value) |

  63. LONG-TERM INCENTIVES

    | • | The program metrics being 100% aligned to creating more value for our shareholders |

  64. LONG-TERM INCENTIVES

    | • | The majority of the total award value requiring TSR performance above the median of S&P 500 companies in order to receive at least a target payout |

  65. Determining Target Award Values

    | NEO | TOTAL TARGET 2022 LTI | 2023 LRIP | 2023 POs | 2023 MSUs | TOTAL TARGET 2023 LTI | YEAR-OVER- YEAR CHANGE | | BROWN | $15,487,500 | $6,600,000 | $6,600,000 | $6,600,000 | $19,800,000 | 28% | | WINKLER | $3,450,000 | $1,333,334 | $1,333,333 | $1,333,333 | $4,000,000 | 16% | | MOLLOY | $3,650,000 | $1,450,000 | $1,450,000 | $1,450,000 | $4,350,000 | 19% | | SAPTHARISHI | $3,000,000 | $1,333,334 | $1,333,333 | $1,333,333 | $4,000,000 | 33% | | NAIK | $1,675,000 | $666,666 | $666,667 | $666,667 | $2,000,000 | 19% |

  66. LTI Components

    LTI Components The 100% performance-based annual LTI program includes the LRIP, POs and MSUs, each of which comprise one-third of the total LTI mix.

  67. LTI Components

    | • | Both the LRIP and POs are based on three-year TSR relative to the S&P 500. The payout scale for the LRIP and POs requires our performance over a three-year period to exceed median performance of the S&P 500 companies before earning a target payout. |

  68. LTI Components

    | • | The 2023-2025 LRIP cycle is denominated 100% in PSUs for each NEO. The LRIP and POs utilize a three-year performance period and, consistent with earned POs, earned PSUs will settle on the third anniversary of the grant. |

  69. LTI Components

    | • | With LRIP cycles (beginning with our 2021 performance cycle) now denominated in equity, the 2023 Summary Compensation Table on page 60 of this Proxy Statement will show LRIP awards in two places for each of 2021 and 2022: (1) LRIP earned from the 2019-2021 cycle and 2020-2022 cycle (with amounts paid in cash and stock), will be reflected in the Non-Equity Incentive Plan column, and (2) target PSU grants for the 2021-2023 and 2022-2024 LRIP cycles will be reflected in the Stock Awards column (with grant date fair value of the new LRIP PSUs at target). |

  70. LTI Components

    | • | If our TSR over the performance period is negative, but would still result in a ranking that would provide a payout, the Committee has unlimited discretion to reduce the calculated LRIP payout (and number of POs vesting). |

  71. LTI Components

    | • | The TSR calculation uses a three-month average stock price at the beginning (three months preceding performance cycle start) and end (final three months in performance cycle, plus the value of reinvested dividends) of the period for measurement purposes. This approach minimizes the impact of a single beginning and ending point stock price for each performance cycle. |

  72. LTI Components

    | Motorola Solutions Notice of 2024 Annual Meeting of Shareholders and Proxy Statement | 53 |

  73. LTI Components

    | • | MSUs are based on absolute stock price appreciation/depreciation and provide a vehicle to further align with our shareholders and support retention of our NEOs. |

  74. LTI Components

    | • | Each 1% increase/decrease in stock price results in a 1% increase/decrease in the number of MSUs earned at the end of the performance period, with a maximum payout at 100% stock price appreciation and a threshold of 40% stock price depreciation, below which no MSUs are earned. |

  75. LTI Components

    | • | The MSUs are earned and vest based on stock price appreciation/depreciation at the first, second, and third anniversaries of the date of grant with respect to one-third of the grant for each of the three concurrent performance periods. |

  76. COMPARATIVE MARKET DATA

    COMPARATIVE MARKET DATA When setting compensation for our NEOs, the Committee reviews comparative market data from our peer group companies, as well as survey market data.

  77. 2023 PEER GROUP

    2023 PEER GROUP Our peer group is used by the Committee to compare pay levels, pay mix and alignment of pay with our performance, as discussed in the “How We Plan Compensation” section above on page 50 of this Proxy Statement.

  78. Peer Selection Criteria

    Peer Selection Criteria To ensure meaningful comparisons, the Committee, with the assistance of the Committee’s independent consultant, reviews the peer group annually and makes updates as necessary. Specifically, as we continue to extend our leadership in public safety and enterprise security by expanding our technologies within each of our Products and Systems Integration and Software and Services segments through strategic investments and acquisitions, the Committee continues to include software and services companies in its review. To create a sufficiently sized peer group with whom we compete for executive talent, the Committee considers a combination of primary criteria and secondary criteria, including those listed below:

  79. 2023 Peer Group Companies

    2023 Peer Group Companies

  80. 2023 Peer Group Companies

    | Adobe Inc.(1) | Illinois Tool Works Inc. | Roper Technologies, Inc. | | Agilent Technologies, Inc. | Intuit Inc. | ServiceNow, Inc. | | Autodesk, Inc. | L3Harris Technologies, Inc. | Trimble Inc. | | Dover Corporation | Parker-Hannifin Corporation | | | Fortive Corporation | Rockwell Automation, Inc. | |

  81. 2023 Peer Group Companies

    | (1) New peer company added in 2023 replacing Citrix Systems, Inc., which was acquired in September 2022 and is no longer a public company. |

  82. SURVEY MARKET DATA

    SURVEY MARKET DATA To supplement our peer group data, the Committee also considers compensation surveys that include data from companies of similar size and business segments to the Company. For 2023, the Committee considered data from the Radford Global Technology Survey and the Mercer Comptryx Survey.

  83. CHANGE IN CONTROL POLICY

    CHANGE IN CONTROL POLICY The Company maintains the Senior Officer Change in Control Severance Plan (the “CIC Severance Plan”), which the Board has the ability to amend or terminate with at least one year’s notice to participants.

  84. CHANGE IN CONTROL POLICY

    | 56 | Motorola Solutions Notice of 2024 Annual Meeting of Shareholders and Proxy Statement |

  85. CHANGE IN CONTROL POLICY

    The CIC Severance Plan covers our NEOs (except for Mr. Brown, whose employment agreement contains change in control provisions) and our other senior executives. Our Board considers the maintenance of an effective and stable management team essential to protecting and enhancing the value of the Company for the benefit of our shareholders. To that end, we recognize that the possibility of a change in control may exist and that this possibility, along with the uncertainty and questions it may raise for certain senior executives, may result in the distraction, and potential departure, of senior management employees to the detriment of the Company and our shareholders. The CIC Severance Plan helps to encourage the continued attention and dedication of our senior management to their assigned duties without the distraction that may arise from the possibility of a change in control event. The CIC Severance Plan employs a “double trigger” in order for severance benefits to be paid, meaning that both a change in control event must occur and an executive must be involuntarily terminated without “cause” or must leave for “good reason” within 24 months following the change in control. The table below highlights key provisions of the CIC Severance Plan. For a detailed description of the CIC Severance Plan, please refer to the section of this Proxy Statement on page 68 titled “Change in Control Arrangements.” Additionally, for a detailed description of our 2011 Executive Severance Plan, amended and restated in 2014, please refer to the section of this Proxy Statement on page 70 titled “Executive Severance Plan.”

  86. CHANGE IN CONTROL POLICY

    | CIC PROVISION | CIC SEVERANCE PLAN | | Eligibility | Executive and Senior Vice Presidents | | Cash Severance Multiple | Two times sum of base salary and target bonus | | Medical Benefit Continuation | Two years | | LRIP and Equity Treatment (Provision in Omnibus Plan) | Equity and LRIP subject to “double trigger” unless awards are not assumed or replaced by acquirer. If not assumed or replaced, equity and LRIP provide for accelerated treatment with performance at target. | | Excise Tax Gross-Up | None. Participants receive “best net” after-tax position of either the participant paying the excise tax or a reduction in severance benefits to a level that eliminates the imposition of the excise tax. |

  87. 2023 SUMMARY COMPENSATION TABLE

    2023 SUMMARY COMPENSATION TABLE The following table sets forth the total compensation of each of the Company’s NEOs, for the years ended December 31, 2023, 2022 and 2021, as applicable.

  88. 2023 SUMMARY COMPENSATION TABLE

    | Name and Principal Position (a) | Year (b) | Salary ($)(1) (c) | Bonus ($)(2) (d) | Stock Awards ($)(3,4) (e) | Option Awards ($)(4) (f) | Non-Equity Incentive Plan Compensation ($)(5) (g) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(6) (h) | All Other Compensation ($)(7) (i) | Total ($)(8) (j) | | Gregory Q. Brown Chairman and Chief Executive Officer | | | | | | | | | | | | 2023 | 1,350,000 | 0 | 15,267,677 | 6,599,930 | 4,635,225 | 1,247 | 324,419 | 28,178,498 | | | 2022 | 1,273,077 | 0 | 10,956,744 | 5,162,429 | 3,276,785 | 0 | 347,446 | 21,016,481 | | | 2021 | 1,250,000 | 0 | 10,501,466 | 4,916,617 | 2,940,000 | 6,602 | 365,954 | 19,980,639 | | Jason J. Winkler Executive Vice President and Chief Financial Officer | | | | | | | | | | | | 2023 | 806,846 | 0 | 3,084,259 | 1,333,221 | 1,539,059 | 1,617 | 100,201 | 6,865,203 | | | 2022 | 726,346 | 0 | 2,440,567 | 1,149,956 | 1,586,347 | 0 | 60,780 | 5,963,996 | | | 2021 | 650,962 | 0 | 2,278,145 | 1,066,655 | 1,310,210 | 188,611 | 70,343 | 5,564,926 | | John P. Molloy Executive Vice President and Chief Operating Officer | | | | | | | | | | | | 2023 | 908,884 | 0 | 3,353,882 | 1,449,889 | 1,733,697 | 3,591 | 43,373 | 7,493,316 | | | 2022 | 828,654 | 0 | 2,582,068 | 1,216,638 | 2,099,370 | 0 | 51,624 | 6,778,354 | | | 2021 | 768,269 | 0 | 2,612,075 | 1,333,291 | 1,710,093 | 141,343 | 94,644 | 6,659,715 | | Mahesh Saptharishi Executive Vice President and Chief Technology Officer | | | | | | | | | | | | 2023 | 806,846 | 0 | 3,084,259 | 1,333,221 | 1,539,059 | 0 | 13,200 | 6,776,585 | | | 2022 | 696,923 | 0 | 2,122,252 | 999,983 | 1,462,176 | 0 | 13,138 | 5,294,472 | | | 2021 | 482,308 | 500,000 | 1,083,874 | 548,722 | 877,171 | 0 | 28,454 | 3,520,529 | | Rajan S. Naik Senior Vice President, Strategy and Ventures | | | | | | | | | | | | 2023 | 589,808 | 0 | 1,542,129 | 666,549 | 855,044 | 0 | 38,067 | 3,691,597 |

  89. 2023 SUMMARY COMPENSATION TABLE

    | (1) Salary includes amounts deferred pursuant to salary reduction arrangements under the Motorola Solutions 401(k) Plan (the “401(k) Plan”) and the Motorola Solutions Management Deferred Compensation Plan (the “Deferred Compensation Plan”). |

  90. 2023 SUMMARY COMPENSATION TABLE

    | (2) In 2021, the amount in column (d) reflects a bonus paid to Dr. Saptharishi at the discretion of management (prior to his appointment as an executive officer) to recognize his strong performance. |

  91. 2023 SUMMARY COMPENSATION TABLE

    | (3) In 2023, the amounts in column (e) reflect the aggregate grant date fair value of the long-term equity incentive awards under the 2023-2025 LRIP awarded in the form of PSUs and MSUs. Stock awards in column (e) during fiscal year 2023 are as follows: |

  92. 2023 SUMMARY COMPENSATION TABLE

    | | Mr. Brown | Mr. Winkler | Mr. Molloy | Dr. Saptharishi | Dr. Naik | | 2023 MSUs | $6,599,933 | $1,333,157 | $1,449,890 | $1,333,157 | $666,578 | | 2023-2025 LRIP PSUs | 8,667,744 | 1,751,102 | 1,903,992 | 1,751,102 | 875,551 | | TOTAL | $15,267,677 | $3,084,259 | $3,353,882 | $3,084,259 | $1,542,129 |

  93. 2023 SUMMARY COMPENSATION TABLE

    In 2022, the amounts in column (e) reflect the aggregate grant date fair value of the long-term equity incentive awards under the 2022-2024 LRIP awarded in the form of PSUs and MSUs. Stock awards in column (e) during fiscal year 2022 are as follows:

  94. 2023 SUMMARY COMPENSATION TABLE

    | | Mr. Brown | Mr. Winkler | Mr. Molloy | Dr. Saptharishi | | 2022 MSUs | $5,162,373 | $1,149,852 | $1,216,500 | $999,956 | | 2022-2024 LRIP PSUs | 5,794,371 | 1,290,715 | 1,365,568 | 1,122,296 | | TOTAL | $10,956,744 | $2,440,567 | $2,582,068 | $2,122,252 |

  95. 2023 SUMMARY COMPENSATION TABLE

    | 60 | Motorola Solutions Notice of 2024 Annual Meeting of Shareholders and Proxy Statement |

  96. 2023 SUMMARY COMPENSATION TABLE

    In 2021, the amounts in column (e) reflect the aggregate grant date fair value of the long-term equity incentive awards under the 2021-2023 LRIP awarded in the form of PSUs and MSUs. Dr. Saptharishi received grants of 2021-2023 LRIP PSUs and $712,562 in RSUs in 2021 and did not receive a 2021 MSU grant. In addition to the amount shown below for Mr. Molloy, he received a grant of $191,522 in RSUs in recognition of his leadership in the sales and services organization. Stock awards in column (e) during fiscal year 2021 are as follows:

  97. 2023 SUMMARY COMPENSATION TABLE

    | | Mr. Brown | Mr. Winkler | Mr. Molloy | Dr. Saptharishi | | 2021 MSUs | $4,916,523 | $1,066,496 | $1,133,176 | $0 | | 2021-2023 LRIP PSUs | 5,584,943 | 1,211,649 | 1,287,377 | 371,312 | | TOTAL | $10,501,466 | $2,278,145 | $2,420,553 | $371,312 |

  98. 2023 SUMMARY COMPENSATION TABLE

    | (4) The amounts in columns (e) and (f) reflect the aggregate grant date fair value of the stock and option awards granted in the respective fiscal year as computed in accordance with ASC Topic 718, excluding the effect of estimated forfeitures. Assumptions used in the calculation of these amounts are included in Note 9, “Share-Based Compensation and Other Incentive Plans” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. If maximum performance is achieved for performance-based stock awards, the aggregate grant date fair value in column (e) is $34,869,226 for Mr. Brown, $7,044,067 for Mr. Winkler, $7,659,586 for Mr. Molloy, $7,044,067 for Dr. Saptharishi, and $3,522,034 for Dr. Naik. If maximum performance is achieved for performance-based option awards, the aggregate grant date fair value in column (f) is $16,499,764 for Mr. Brown, $3,332,992 for Mr. Winkler, $3,624,661 for Mr. Molloy, $3,332,992 for Dr. Saptharishi, and $1,666,312 for Dr. Naik. |

  99. 2023 SUMMARY COMPENSATION TABLE

    | (5) In 2023, the amounts in column (g) consist of awards earned by eligible NEOs at the time under the 2023 STIP. The full amount of the 2021-2023 LRIP was granted in the form of PSUs in 2021, and is therefore reflected in column (e) for 2021. |

  100. 2023 SUMMARY COMPENSATION TABLE

    In 2022, the amounts in column (g) consist of awards earned by eligible NEOs at the time under the 2022 STIP and under the 2020-2022 LRIP. All of the 2020-2022 LRIP for Mr. Brown and 50% of the 2020-2022 LRIP for Mr. Molloy was granted in the form of PSUs in 2020, and are therefore reflected in column (e) for 2020. The other 50% of the 2020-2022 LRIP for Mr. Molloy was paid in cash and is reflected in column (g) for 2022. The 2020-2022 LRIP for Mr. Winkler and Dr. Saptharishi was paid 50% in stock and 50% in cash and is reflected in column (g) for 2022. Earned payments in column (g) during fiscal year 2022 are as follows:

  101. 2023 SUMMARY COMPENSATION TABLE

    | | Mr. Brown | Mr. Winkler | Mr. Molloy | Dr. Saptharishi | | 2022 STIP | $3,276,785 | $1,022,075 | $1,166,037 | $980,672 | | 2020-2022 LRIP (paid in stock) | 0 | 282,136 | 0 | 240,752 | | 2020-2022 LRIP (paid in cash) | 0 | 282,136 | 933,333 | 240,752 | | TOTAL | $3,276,785 | $1,586,347 | $2,099,370 | $1,462,176 |

  102. 2023 SUMMARY COMPENSATION TABLE

    In 2021, the amounts in column (g) consist of awards earned by eligible NEOs at the time under the 2021 STIP and under the 2019-2021 LRIP. All of the 2019-2021 LRIP for Mr. Brown and 50% of the 2019-2021 LRIP for Mr. Molloy was granted in the form of PSUs in 2019, and are therefore reflected in column (e) for 2019. The other 50% of the 2019-2021 LRIP for Mr. Molloy was paid in cash and is reflected in column (g) for 2021. The 2019-2021 LRIP for Mr. Winkler and Dr. Saptharishi was paid 50% in stock and 50% in cash and is reflected in column (g) for 2021. Earned payments in column (g) during fiscal year 2021 are as follows:

  103. 2023 SUMMARY COMPENSATION TABLE

    | | Mr. Brown | Mr. Winkler | Mr. Molloy | Dr. Saptharishi | | 2021 STIP | $2,940,000 | $831,148 | $980,926 | $501,795 | | 2019-2021 LRIP (paid in stock) | 0 | 239,531 | 0 | 187,688 | | 2019-2021 LRIP (paid in cash) | 0 | 239,531 | 729,167 | 187,688 | | TOTAL | $2,940,000 | $1,310,210 | $1,710,093 | $877,171 |

  104. 2023 SUMMARY COMPENSATION TABLE

    | (6) The amounts in column (h) represent the aggregate change in actuarial present value of the respective NEO’s benefits under all pension plans. If the aggregate change in value of benefits under all pension plans was negative, the value is reflected as $0. A summary of the specific values for each period are set forth below: |

  105. 2023 SUMMARY COMPENSATION TABLE

    | NEO | Period | Change in Present Value of Pension Plan | Above Market Deferred Compensation Earnings | Total | | Gregory Q. Brown | Dec. 31, 2022 to Dec. 31, 2023 | $1,247 | $0 | $1,247 | | | Dec. 31, 2021 to Dec. 31, 2022 | ($51,334) | $0 | ($51,334) | | | Dec. 31, 2020 to Dec. 31, 2021 | $1,273 | $5,329 | $6,602 | | Jason J. Winkler | Dec. 31, 2022 to Dec. 31, 2023 | $1,617 | $0 | $1,617 | | | Dec. 31, 2021 to Dec. 31, 2022 | ($75,464) | $0 | ($75,464) | | | Dec. 31, 2020 to Dec. 31, 2021 | ($3,285) | $188,611 | $185,326 | | John P. Molloy | Dec. 31, 2022 to Dec. 31, 2023 | $3,591 | $0 | $3,591 | | | Dec. 31, 2021 to Dec. 31, 2022 | ($159,181) | $0 | ($159,181) | | | Dec. 31, 2020 to Dec. 31, 2021 | ($5,175) | $141,343 | $136,168 | | Mahesh Saptharishi | Dec. 31, 2022 to Dec. 31, 2023 | $0 | $0 | $0 | | | Dec. 31, 2021 to Dec. 31, 2022 | $0 | $0 | $0 | | | Dec. 31, 2020 to Dec. 31, 2021 | $0 | $0 | $0 | | Rajan S. Naik | Dec. 31, 2022 to Dec. 31, 2023 | $0 | $0 | $0 |

  106. 2023 SUMMARY COMPENSATION TABLE

    | Motorola Solutions Notice of 2024 Annual Meeting of Shareholders and Proxy Statement | 61 |

  107. 2023 SUMMARY COMPENSATION TABLE

    | (7) The amounts in column (i) for 2023 consist of (A) perquisite costs for personal use of Company aircraft, security system monitoring, financial planning, guest attendance at Company events, and executive annual physical exams; and (B) Company matching contributions to the Deferred Compensation Plan (on a pre-tax basis) and the 401(k) Plan. The amounts of the Company’s matching contributions to the Deferred Compensation Plan (on a pre-tax basis) for our participating NEOs was $50,000. The aggregate incremental cost to the Company for any personal use of Company aircraft is calculated by multiplying the number of hours an NEO travels in a particular plane by the direct cost per flight hour per plane. Direct costs include fuel, maintenance, labor, parts, loading and parking fees, catering and crew. The aggregate incremental cost to the Company for security system monitoring consists of the costs incurred during the year for system monitoring and maintenance. Specific perquisites applicable to each NEO are identified by an “X” below, and where such perquisite exceeded the greater of $25,000 or 10% of the total amount of perquisites, the dollar amount is given. |

  108. 2023 SUMMARY COMPENSATION TABLE

    | | Perquisites | | | | | Company Defined Contribution Plans | | | NEO | Personal Aircraft Use | Security System Monitoring | Financial Planning | Guest Attendance at Company Events | Executive Annual Physical Exam | Deferred Compensation Plan Match | 401K Plan Match | | Gregory Q. Brown | $237,746 | X | X | | X | $50,000 | $13,200 | | Jason J. Winkler | X | | X | X | X | $50,000 | $13,200 | | John P. Molloy | | | X | X | X | | $12,623 | | Mahesh Saptharishi | | | | | | | $13,200 | | Rajan S. Naik | | | | X | | | $13,200 |

  109. 2023 SUMMARY COMPENSATION TABLE

    | (8) Even though LRIP awards are generally made only once per year, for NEOs other than the CEO, there are two LRIP awards reflected for 2021 and 2022, due to the transition from a cash-based LRIP (which is reported in the “Non-Equity Incentive Plan Compensation” column in the year earned) to a PSU-based LRIP (which is reported in the “Stock Awards” column in the year granted). More specifically, in 2021-2022, the values of both (i) the payout of the 2019-2021 and 2020-2022 LRIP (to the extent these awards were paid in cash or stock) and (ii) the grant of the 2021-2023 and 2022-2024 LRIP PSUs (to the extent these awards were granted in PSUs) are included in the Summary Compensation Table. For 2023, only the value of granted LRIP PSUs is reported. |

  110. 2023 SUMMARY COMPENSATION TABLE

    | 62 | Motorola Solutions Notice of 2024 Annual Meeting of Shareholders and Proxy Statement |

  111. GRANTS OF PLAN-BASED AWARDS IN 2023

    GRANTS OF PLAN-BASED AWARDS IN 2023

  112. GRANTS OF PLAN-BASED AWARDS IN 2023

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock Units (#) (i) | All Other Option Awards: Number of Securities Underlying Options (#) (j) | Exercise or Base Price of Option Awards ($/Sh)(4) (k) | Grant Date Fair Value of Stock and Option Awards ($) (l) | | Name (a) | Grant Type | Grant Date (b) | Threshold ($) (c) | Target ($) (d) | Maximum ($) (e) | Threshold (#) (f) | Target (#)(1)(2)(3) (g) | Maximum (#) (h) | | | | | | Gregory Q. Brown | STIP | 1/1/2023(5) | 0 | 3,037,500 | 5,953,500 | – | – | – | – | – | – | – | | | MSUs | 3/9/2023 | – | – | – | 13,230 | 22,050(6) | 44,100 | – | – | – | 6,599,933 | | | POs | 3/9/2023 | – | – | – | 16,156 | 53,855(7) | 134,637 | – | – | 265.18 | 6,599,930 | | | PSUs | 3/9/2023 | – | – | – | 7,466 | 24,888(8) | 62,220 | – | – | – | 8,667,744 | | Jason J. Winkler | STIP | 1/1/2023(5) | 0 | 1,008,558 | 1,976,773 | – | – | – | – | – | – | – | | | MSUs | 3/9/2023 | – | – | – | 2,672 | 4,454(6) | 8,908 | – | – | – | 1,333,157 | | | POs | 3/9/2023 | – | – | – | 3,263 | 10,879(7) | 27,197 | – | – | 265.18 | 1,333,221 | | | PSUs | 3/9/2023 | – | – | – | 1,508 | 5,028(8) | 12,570 | – | – | – | 1,751,102 | | John P. Molloy | STIP | 1/1/2023(5) | 0 | 1,136,106 | 2,226,767 | – | – | – | – | – | – | – | | | MSUs | 3/9/2023 | – | – | – | 2,906 | 4,844(6) | 9,688 | – | – | – | 1,449,890 | | | POs | 3/9/2023 | – | – | – | 3,549 | 11,831(7) | 29,577 | – | – | 265.18 | 1,449,889 | | | PSUs | 3/9/2023 | – | – | – | 1,640 | 5,467(8) | 13,667 | – | – | – | 1,903,992 | | Mahesh Saptharishi | STIP | 1/1/2023(5) | 0 | 1,008,558 | 1,976,773 | – | – | – | – | – | – | – | | | MSUs | 3/9/2023 | – | – | – | 2,672 | 4,454(6) | 8,908 | – | – | – | 1,333,157 | | | POs | 3/9/2023 | – | – | – | 3,263 | 10,879(7) | 27,197 | – | – | 265.18 | 1,333,221 | | | PSUs | 3/9/2023 | – | – | – | 1,508 | 5,028(8) | 12,570 | – | – | – | 1,751,102 | | Rajan S. Naik | STIP | 1/1/2023(5) | 0 | 560,317 | 1,098,222 | – | – | – | – | – | – | – | | | MSUs | 3/9/2023 | – | – | – | 1,336 | 2,227(6) | 4,454 | – | – | – | 666,578 | | | POs | 3/9/2023 | – | – | – | 1,631 | 5,439(7) | 13,597 | – | – | 265.18 | 666,549 | | | PSUs | 3/9/2023 | – | – | – | 754 | 2,514(8) | 6,285 | – | – | – | 875,551 |

  113. GRANTS OF PLAN-BASED AWARDS IN 2023

    | (1) In the aggregate, the MSUs (at target) described in this table represent approximately 0.02% of the total shares of Common Stock outstanding on February 5, 2024. MSUs are not eligible for dividend equivalent rights. Each of these MSU target awards was granted under the Omnibus Plan. The fair value for MSUs is determined using a Monte Carlo simulation model. |

  114. GRANTS OF PLAN-BASED AWARDS IN 2023

    | (2) In the aggregate, the POs (at target) described in this table are exercisable for approximately 0.06% of the total shares of Common Stock outstanding on February 5, 2024. All option awards were granted under our Omnibus Plan. All POs entitle the holder to acquire shares of Common Stock at the exercise price determined on the grant date. The POs carry the right to elect to have shares withheld upon exercise and/or to deliver previously-acquired shares of Common Stock to satisfy tax-withholding requirements. POs may be transferred to family members or certain entities in which family members have an interest. |

  115. GRANTS OF PLAN-BASED AWARDS IN 2023

    | (3) In the aggregate, the PSUs (at target) described in this table represent approximately 0.03% of the total shares of Common Stock outstanding on February 5, 2024. PSUs are not eligible for dividend equivalent rights. Each of these PSU target awards was granted under the Omnibus Plan. The fair value for PSUs is determined using a Monte Carlo simulation model. |

  116. GRANTS OF PLAN-BASED AWARDS IN 2023

    | (4) The exercise price of option awards is based on the fair market value of our Common Stock at the time of grant, which is the closing price for a share of our Common Stock on the date of grant. |

  117. GRANTS OF PLAN-BASED AWARDS IN 2023

    | (5) These grants were made pursuant to the STIP for the 2023 plan year and are payable in cash. The STIP is the Company’s annual pay-for-performance bonus plan that is based on a formula that combines Company and individual performance. For a detailed discussion of the STIP, including the targets and plan mechanics, see the section of this Proxy Statement titled “Compensation Discussion and Analysis” beginning on page 36. Threshold payouts assume the minimum individual and business performance factors of 0.0. Target payouts assume individual and business performance factors of 1.0. Maximum payouts assume the maximum individual and business performance factors of 1.4. Awards under the STIP for NEOs are determined using their eligible earnings and individual incentive target percentages for the plan year. |

  118. GRANTS OF PLAN-BASED AWARDS IN 2023

    | (6) MSUs are granted at target on the grant date. Actual shares are earned and vest on the first, second and third anniversary of the grant date based on stock price appreciation or depreciation. For every 1% increase or decrease in stock price, MSUs earned on the performance measurement date will increase or decrease by 1%. Maximum opportunity is 200% of the target award for 100% stock price appreciation. Minimum opportunity is 60% of the target award at 40% stock price depreciation. |

  119. GRANTS OF PLAN-BASED AWARDS IN 2023

    | (7) POs are granted at target on the grant date. Actual options are earned and vest on the third anniversary of the grant date based on the payout factor that corresponds with the Company’s relative TSR percentile rank amongst the S&P 500. Maximum opportunity is 250% of the target award if percentile rank is at least the 90th percentile. Minimum opportunity is 30% of the target award if percentile rank is at least the 30th percentile. |

  120. GRANTS OF PLAN-BASED AWARDS IN 2023

    | (8) These PSU grants are for the 2023-2025 LRIP. Awards under the 2023-2025 LRIP cycle are denominated in PSUs and are granted at target on the grant date. For a discussion of the LRIP, including the targets and plan mechanics, see the section of this Proxy Statement titled “Compensation Discussion and Analysis” beginning on page 36. Actual shares are earned and vest on the third anniversary of the grant date based on the payout factor that corresponds with the Company’s relative TSR percentile rank amongst the S&P 500. Maximum opportunity is 250% of the target award if percentile rank is at least the 90th percentile. Minimum opportunity is 30% of the target award if percentile rank is at least the 30th percentile. |

  121. GRANTS OF PLAN-BASED AWARDS IN 2023

    | Motorola Solutions Notice of 2024 Annual Meeting of Shareholders and Proxy Statement | 63 |

  122. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

  123. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | | Option Awards | | | | | | Stock Awards | | | | | | Name (a) | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable (Vested) (b) | Number of Securities Underlying Unexercised Options (#) Unexercisable (Unvested) (c) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Options (#) (d) | Option Exercise Price ($) (e) | Option Expiration Date (f) | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) (g) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) (h) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) (j) | | Gregory Q. Brown | 3/9/2015 | 199,123(2) | 0 | | 66.57 | 3/9/2025 | 3/8/2021 | | | 17,744(3) | 5,555,469 | | | 3/10/2016 | 307,765(4) | 0 | | 71.22 | 3/10/2026 | 3/8/2021 | | | 68,587(5) | 21,473,904 | | | 3/9/2017 | 378,435(6) | 0 | | 81.37 | 3/9/2027 | 3/10/2022 | | | 28,194(7) | 8,827,259 | | | 3/8/2018 | 182,210(8) | 0 | | 108.47 | 3/8/2028 | 3/10/2022 | | | 58,057(9) | 18,177,066 | | | 3/22/2019 | 140,460(10) | 0 | | 138.64 | 3/22/2029 | 3/9/2023 | | | 44,100(17) | 13,807,269 | | | 3/13/2020 | 105,691(11) | 0 | | 154.95 | 3/13/2030 | 3/9/2023 | | | 62,220(18) | 19,480,460 | | | 3/8/2021 | 0 | | 203,435(12) | 179.21 | 3/8/2031 | | | | | | | | 3/10/2022 | 0 | | 152,320(13) | 222.30 | 3/10/2032 | | | | | | | | 3/9/2023 | 0 | | 134,637(16) | 265.18 | 3/9/2033 | | | | | | | TOTAL | | 1,313,684 | 0 | 490,392 | | | | 0 | 0 | 278,902 | 87,321,427 | | Jason J. Winkler | 3/8/2018 | 2,424(14) | 0 | | 108.47 | 3/8/2028 | 3/8/2021 | | | 3,848(3) | 1,204,770 | | | 10/1/2018 | 3,767(14) | 0 | | 128.19 | 10/1/2028 | 3/8/2021 | | | 14,880(5) | 4,658,779 | | | 3/7/2019 | 3,281(14) | 0 | | 139.49 | 3/7/2029 | 3/10/2022 | | | 6,280(7) | 1,966,205 | | | 3/13/2020 | 4,727(14) | 0 | | 154.95 | 3/13/2030 | 3/10/2022 | | | 12,932(9) | 4,048,880 | | | 7/1/2020 | 7,552(14) | 0 | | 135.97 | 7/1/2030 | 3/9/2023 | | | 8,908(17) | 2,789,006 | | | 3/8/2021 | 0 | | 44,135(12) | 179.21 | 3/8/2031 | 3/9/2023 | | | 12,570(18) | 3,935,541 | | | 3/10/2022 | 0 | | 33,930(13) | 222.30 | 3/10/2032 | | | | | | | | 3/9/2023 | 0 | | 27,197(16) | 265.18 | 3/9/2033 | | | | | | | TOTAL | | 21,751 | 0 | 105,262 | | | | 0 | 0 | 59,418 | 18,603,181 | | John P. Molloy | 3/22/2019 | 31,599(10) | 0 | | 138.64 | 3/22/2029 | 3/8/2021 | | | 4,090(3) | 1,280,538 | | | 3/13/2020 | 23,985(11) | 0 | | 154.95 | 3/13/2030 | 3/8/2021 | | | 15,810(5) | 4,949,953 | | | 3/8/2021 | 0 | | 46,892(12) | 179.21 | 3/8/2031 | 6/1/2021 | 324(14) | 101,441 | | | | | 6/1/2021 | 3,390(14) | 1,695 | | 205.14 | 6/1/2031 | 3/10/2022 | | | 6,644(7) | 2,080,170 | | | 3/10/2022 | 0 | | 35,897(13) | 222.30 | 3/10/2032 | 3/10/2022 | | | 13,682(9) | 4,283,697 | | | 3/9/2023 | 0 | | 29,577(16) | 265.18 | 3/9/2033 | 3/9/2023 | | | 9,688(17) | 3,033,216 | | | | | | | | | 3/9/2023 | | | 13,667(18) | 4,279,001 | | TOTAL | | 58,974 | 1,695 | 112,366 | | | | 324 | 101,441 | 63,581 | 19,906,575 | | Mahesh Saptharishi | 2/1/2019 | 37,009(15) | 0 | | 118.37 | 2/1/2029 | 3/8/2021 | 551(14) | 172,513 | | | | | 3/1/2019 | 6,388(14) | 0 | | 143.61 | 3/1/2029 | 3/8/2021 | | | 2,990(5) | 936,139 | | | 3/13/2020 | 4,431(14) | 0 | | 154.95 | 3/13/2030 | 5/3/2021 | 353(14) | 110,521 | | | | | 3/8/2021 | 1,597(14) | 798 | | 179.21 | 3/8/2031 | 6/1/2021 | 406(14) | 127,115 | | | | | 5/3/2021 | 3,058(14) | 1,528 | | 188.76 | 5/3/2031 | 11/18/2021 | | | 1,570(5) | 491,551 | | | 6/1/2021 | 4,238(14) | 2,118 | | 205.14 | 6/1/2031 | 3/10/2022 | | | 5,460(7) | 1,709,471 | | | 3/10/2022 | 0 | | 29,505(13) | 222.30 | 3/10/2032 | 3/10/2022 | | | 11,245(9) | 3,520,697 | | | 3/9/2023 | 0 | | 27,197(16) | 265.18 | 3/9/2033 | 3/9/2023 | | | 8,908(17) | 2,789,006 | | | | | | | | | 3/9/2023 | | | 12,570(18) | 3,935,541 | | TOTAL | | 56,721 | 4,444 | 56,702 | | | | 1,310 | 410,149 | 42,743 | 13,382,405 | | Rajan S. Naik | 1/2/2018 | 3,568(14) | 0 | | 90.55 | 1/2/2028 | 3/8/2021 | | | 1,890(3) | 591,740 | | | 3/8/2018 | 8,033(14) | 0 | | 108.47 | 3/8/2028 | 3/8/2021 | | | 7,307(5) | 2,287,749 | | | 3/22/2019 | 15,167(10) | 0 | | 138.64 | 3/22/2029 | 3/10/2022 | | | 3,048(7) | 954,298 | | | 3/13/2020 | 11,243(11) | 0 | | 154.95 | 3/13/2030 | 3/10/2022 | | | 6,277(9) | 1,965,266 | | | 3/8/2021 | 0 | | 21,680(12) | 179.21 | 3/8/2031 | 3/9/2023 | | | 4,454(17) | 1,394,503 | | | 3/10/2022 | 0 | | 16,472(13) | 222.30 | 3/10/2032 | 3/9/2023 | | | 6,285(18) | 1,967,771 | | | 3/9/2023 | 0 | | 13,597(16) | 265.18 | 3/9/2033 | | | | | | | TOTAL | | 38,011 | 0 | 51,749 | | | | 0 | 0 | 29,261 | 9,161,327 |

  124. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | (1) Market values in columns (h) and (j) are based on the closing price of our Common Stock on December 29, 2023 of $313.09 per share. |

  125. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | (2) These POs vested in one installment on the third anniversary of the March 9, 2015 grant date based on a payout factor that corresponded with our relative TSR percentile rank among the S&P 500. Maximum opportunity was 250% of target award if percentile rank was at least the 90th percentile. Minimum opportunity was 30% of target award if percentile rank was at least the 30th percentile. On March 9, 2018, these POs vested at 150% of target. |

  126. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | 64 | Motorola Solutions Notice of 2024 Annual Meeting of Shareholders and Proxy Statement |

  127. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | (3) These MSUs vest in one-third increments on each of the first, second and third anniversary of the March 8, 2021 grant date based on stock price appreciation or depreciation, with a maximum opportunity of 200% of target. On March 8, 2022, the first anniversary of the grant date, our stock had appreciated by 22%; therefore, one-third of the award was earned at 122% of target. On March 8, 2023, the second anniversary of the grant date, our stock had appreciated by 47%; therefore, one-third of the award was earned at 147% of target. Table reflects maximum with respect to the unvested one-thirds of the award. |

  128. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | (4) These POs vested in one installment on the third anniversary of the March 10, 2016 grant date based on a payout factor that corresponded with our relative TSR percentile rank among the S&P 500. Maximum opportunity was 250% of target award if percentile rank was at least the 90th percentile. Minimum opportunity was 30% of target award if percentile rank was at least the 30th percentile. On March 10, 2019, these POs vested at 250% of target. |

  129. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | (5) These PSUs vest in one installment based on the Company’s TSR performance from January 1, 2021 until December 31, 2023 relative to the companies listed in the S&P 500 at the beginning of the period, in an amount calculated in accordance with the payout factor, with a maximum opportunity of 250%. The PSUs earned during the period, if any, will settle on March 8, 2024. Any PSUs earned will convert into shares of common stock on a 1-for-1 basis on the settlement date. Table reflects maximum. |

  130. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | (6) These POs vested in one installment on the third anniversary of the March 9, 2017 grant date based on a payout factor that corresponded with our relative TSR percentile rank among the S&P 500. Maximum opportunity was 250% of target award if percentile rank was at least the 90th percentile. Minimum opportunity was 30% of target award if percentile rank was at least the 30th percentile. On March 9, 2020, these POs vested at 250% of target. |

  131. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | (7) These MSUs vest in one-third increments on each of the first, second and third anniversary of the March 10, 2022 grant date based on stock price appreciation or depreciation, with a maximum opportunity of 200% of target. On March 10, 2023, the first anniversary of the grant date, our stock had appreciated by 21%; therefore, one-third of the award was earned at 121% of target. Table reflects maximum with respect to the unvested two-thirds of the award. |

  132. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | (8) These POs vested in one installment on the third anniversary of the March 8, 2018 grant date based on a payout factor that corresponded with our relative TSR percentile rank among the S&P 500. Maximum opportunity was 250% of target award if percentile rank was at least the 90th percentile. Minimum opportunity was 30% of target award if percentile rank was at least the 30th percentile. On March 8, 2021, these POs vested at 200% of target. |

  133. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | (9) These PSUs vest in one installment based on the Company’s total shareholder return performance from January 1, 2022 until December 31, 2024 relative to the companies listed in the S&P 500 at the beginning of the period, in an amount calculated based on a payout factor, with a maximum opportunity of 250%. The PSUs earned during the period, if any, will settle on March 10, 2025. Any PSUs earned will convert into shares of common stock on a 1-for-1 basis on the settlement date. Table reflects maximum. |

  134. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | (10) These POs vested in one installment on the third anniversary of the March 22, 2019 grant date based on a payout factor that corresponds with our relative total shareholder return percentile rank among the S&P 500. Maximum opportunity was 250% of target award if percentile rank was at least the 90th percentile. Minimum opportunity was 30% of target award if percentile rank was at least the 30th percentile. On March 22, 2022, these POs vested at 175% of target. |

  135. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | (11) These POs vested in one installment on the third anniversary of the March 13, 2020 grant date based on a payout factor that corresponds with our relative TSR percentile rank among the S&P 500. Maximum opportunity was 250% of target award if percentile rank was at least the 90th percentile. Minimum opportunity was 30% of target award if percentile rank was at least the 30th percentile. On March 13, 2023, these POs vested at 175% of target. |

  136. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | (12) These POs vest in one installment on the third anniversary of the March 8, 2021 grant date based on a payout factor that corresponds with our relative TSR percentile rank among the S&P 500. Maximum opportunity is 250% of target award if percentile rank is at least the 90th percentile. Minimum opportunity is 30% of target award if percentile rank is at least the 30th percentile. Table reflects maximum. |

  137. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | (13) These POs vest in one installment on the third anniversary of the March 10, 2022 grant date based on a payout factor that corresponds with our relative TSR percentile rank among the S&P 500. Maximum opportunity is 250% of target award if percentile rank is at least the 90th percentile. Minimum opportunity is 30% of target award if percentile rank is at least the 30th percentile. Table reflects maximum. |

  138. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | (14) The grant vests or vested in three equal annual installments commencing on the first anniversary of the grant date. |

  139. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | (15) The grant vested in four equal annual installments commencing on the first anniversary of the grant date. |

  140. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | (16) These POs vest in one installment on the third anniversary of the March 9, 2023 grant date based on a payout factor that corresponds with our relative TSR percentile rank among the S&P 500. Maximum opportunity is 250% of target award if percentile rank is at least the 90th percentile. Minimum opportunity is 30% of target award if percentile rank is at least the 30th percentile. Table reflects maximum. |

  141. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | (17) These MSUs vest in one-third increments on each of the first, second and third anniversary of the March 9, 2023 grant date based on stock price appreciation or depreciation, with a maximum opportunity of 200% of target. Table reflects maximum. |

  142. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | (18) These PSUs vest in one installment based on the Company’s total shareholder return performance from January 1, 2023 until December 31, 2025 relative to the companies listed in the S&P 500 at the beginning of the period, in an amount calculated based on a payout factor, with a maximum opportunity of 250%. The PSUs earned during the period, if any, will settle on March 9, 2026. Any PSUs earned will convert into shares of common stock on a 1-for-1 basis on the settlement date. Table reflects maximum. |

  143. OPTION EXERCISES AND STOCK VESTED IN 2023

    OPTION EXERCISES AND STOCK VESTED IN 2023

  144. OPTION EXERCISES AND STOCK VESTED IN 2023

    | | Option Awards | | Stock Awards | | | Name (a) | Number of Shares Acquired on Exercise (#) (b) | Value Realized on Exercise ($)(1) (c) | Number of Shares Acquired on Vesting (#) (d) | Value Realized on Vesting ($)(2) (e) | | Gregory Q. Brown | 366,283 | 84,272,153 | 77,954 | 20,444,499 | | Jason J. Winkler | 13,767 | 3,136,241 | 6,847 | 1,827,303 | | John P. Molloy | 76,819 | 17,721,250 | 14,144 | 3,720,575 | | Mahesh Saptharishi | 0 | 0 | 6,396 | 1,690,343 | | Rajan S. Naik | 0 | 0 | 6,438 | 1,690,533 |

  145. OPTION EXERCISES AND STOCK VESTED IN 2023

    | (1) The “Value Realized on Exercise” is computed by determining the difference between the market price of the underlying securities at exercise and the exercise or base price of the options and multiplying such number by the number of options exercised. The market price of the underlying securities is based on the price of a share of our Common Stock as reported on the NYSE. |

  146. OPTION EXERCISES AND STOCK VESTED IN 2023

    | (2) The “Value Realized on Vesting” is computed by multiplying the number of shares of stock or units by the market closing price as reported on the NYSE of the underlying shares on the vesting date. When an award vests on a non-trading day, the most recent previous market closing price as reported on the NYSE is used for the purpose of this calculation. |

  147. OPTION EXERCISES AND STOCK VESTED IN 2023

    | Motorola Solutions Notice of 2024 Annual Meeting of Shareholders and Proxy Statement | 65 |

  148. NONQUALIFIED DEFERRED COMPENSATION IN 2023

    NONQUALIFIED DEFERRED COMPENSATION IN 2023 The Motorola Solutions Management Deferred Compensation Plan, as amended and restated effective as of June 1, 2013 (the “Deferred Compensation Plan”) allows eligible participants, including the NEOs, to defer portions of their base salary and cash incentive compensation otherwise payable in 2023. Motorola Solutions provides 100% matching contributions on up to 4% of eligible compensation deferred above IRS qualified plan limits ($330,000 in 2023), not to exceed $50,000 in the case of the NEOs. The Deferred Compensation Plan does not provide for the payment of above-market or preferential earnings on compensation deferred thereunder. Each of the NEOs, except Dr. Saptharishi and Dr. Naik, participated in the Deferred Compensation Plan in 2023.

  149. NONQUALIFIED DEFERRED COMPENSATION IN 2023

    | Name(1) (a) | Executive Contributions in Last FY ($)(2) (b) | Registrant Contributions in Last FY ($)(3) (c) | Aggregate Earnings in Last FY ($) (d) | Aggregate Withdrawals/ Distributions ($) (e) | Aggregate Balance at Last FYE ($) (f) | | Gregory Q. Brown | 3,961,606 | 48,825 | 897,936 | 0 | 6,421,361 | | Jason J. Winkler | 956,270 | 48,825 | 520,948 | -99,558 | 3,458,710 | | John P. Molloy | 110,721 | 0 | 224,207 | 0 | 1,672,131 |

  150. NONQUALIFIED DEFERRED COMPENSATION IN 2023

    | (1) Dr. Saptharishi and Dr. Naik did not participate in the Deferred Compensation Plan in 2023. |

  151. NONQUALIFIED DEFERRED COMPENSATION IN 2023

    | (2) The amounts shown in this column reflect executive contributions that were deferred from the applicable NEOs’ base salaries (with respect to Messrs. Brown, Winkler and Molloy), the applicable NEO’s 2022 STIP (with respect to Messrs. Brown, Winkler and Molloy), and the applicable NEO’s 2020-2022 LRIP cash payment (with respect to Messrs. Winkler and Molloy), under the Deferred Compensation Plan, which amounts are also reported as part of “Salary” (for base salary) in the 2023 Summary Compensation Table and “Non-Equity Incentive Plan Compensation” (for the 2022 STIP and 2020-2022 LRIP cash payment), respectively, in the 2022 Summary Compensation Table. |

  152. NONQUALIFIED DEFERRED COMPENSATION IN 2023

    | (3) The amounts shown in this column reflect company contributions under the Deferred Compensation Plan after applicable taxes have been withheld on such amounts. These amounts are also reported as part of “All Other Compensation” in the 2023 Summary Compensation Table on a pre-tax basis. |

  153. NONQUALIFIED DEFERRED COMPENSATION IN 2023

    The amounts reported in the “Aggregate Earnings in Last FY” column in the table above represent all earnings on nonqualified deferred compensation in 2023. The Deferred Compensation Plan uses the following funds as the index for calculating investment returns on a participant’s deferrals. The investment fund choices mirror the fund choices available in the Motorola Solutions 401(k) Plan. The participant’s deferrals into the Deferred Compensation Plan are deemed to be invested in one or more of these funds, as per the participant’s election. The participant does not actually own any shares of the investment funds he selects.

  154. NONQUALIFIED DEFERRED COMPENSATION IN 2023

    | Fund Offering | Investment Classification | 1-Year Annualized Average Rate of Return on December 31, 2023 | | * Short-Term Investment Fund | Money Market | 5.21% | | * Short-Term Bond Fund | Short-Term Bond | 4.26% | | * Intermediate-Term Bond Fund | Intermediate-Term Bond | 5.50% | | * Large Company Equity Fund | Large Cap Blend | 26.28% | | * Mid-Sized Company Equity Fund | Mid Cap Blend | 16.49% | | * Small Company Equity Fund | Small Cap Blend | 17.13% | | * International Equity Fund | International Large Blend | 15.50% |

  155. NONQUALIFIED DEFERRED COMPENSATION IN 2023

    Changes to distribution elections must be filed at least 12 months in advance of a previously elected payment start date. Any change will require that the payment start date be at least five years later than the previously elected payment start date. Hardship withdrawals are available, but no other nonscheduled withdrawals are available. Termination payments cannot be earlier than six months after separation from service, except in the event of death or, under certain circumstances, a change in control of the Company.

  156. PENSION BENEFITS IN 2023

    PENSION BENEFITS IN 2023 Assumptions described in Note 8, “Retirement Benefits,” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 are also used below and incorporated by reference.

  157. PENSION BENEFITS IN 2023

    | Name(1) (a) | Plan Name (b) | Number of Years Credited Service (#)(2) (c) | Present Value of Accumulated Benefit ($) (d) | Payments During Last Fiscal Year ($) (e) | | Gregory Q. Brown | Pension Plan (Portable Pension Plan) | 6 Years 2 Months | 148,078 | 0 | | Jason J. Winkler | Pension Plan (Portable Pension Plan) | 7 Years 7 Months | 100,683 | 0 | | John P. Molloy | Pension Plan (Portable Pension Plan) | 14 Years 8 Months | 236,359 | 0 |

  158. PENSION BENEFITS IN 2023

    | (1) Dr. Saptharishi and Dr. Naik joined the Company in 2018 and 2016, respectively and are therefore not eligible to participate in the Pension Plan. |

  159. PENSION BENEFITS IN 2023

    | (2) When Motorola Solutions acquires a company, it does not credit or negotiate crediting years of service for the purpose of benefit accruals or augmentation. In certain circumstances, prior service may count toward eligibility and vesting service. |

  160. Chairman and Chief Executive Officer

    | Executive Benefits and Payments Upon Termination(1) | Voluntary Termination | | Total and Permanent Disability or Death | Involuntary Termination | | | | | Good Reason | Retirement | | For Cause | Not For Cause | Change in Control(8) | | Compensation | | | | | | | | Severance(2) | $8,775,000 | $0 | $0 | $0 | $8,775,000 | $13,162,500 | | Accrued but Unused Vacation Pay | 38,942 | 38,942 | 38,942 | 38,942 | 38,942 | 38,942 | | Short-Term Incentive(3) | 3,310,875 | 3,310,875 | 3,310,875 | 0 | 3,310,875 | 3,037,500 | | Long-Term Incentives | | | | | | | | • Stock Options (Unvested and Accelerated or Continued Vesting)(4) | 16,426,004 | 15,442,092 | 19,006,197 | 0 | 16,426,004 | 19,006,197 | | • Restricted, Performance and Market Stock Units (Unvested and Accelerated or Continued Vesting)(4) | 19,064,676 | 16,372,415 | 29,158,072 | 0 | 19,064,676 | 29,158,072 | | Benefits and Perquisites(5)(6) | | | | | | | | Health and Welfare Benefits Continuation(7) | 29,491 | 0 | 0 | 0 | 29,491 | 44,236 | | Financial Planning Continuation | 0 | 14,000 | 14,000 | 0 | 14,000 | 14,000 | | TOTAL | $47,644,988 | $35,178,324 | $51,528,086 | $38,942 | $47,658,988 | $64,461,447 |

  161. Executive Vice President and Chief Financial Officer

    | Executive Benefits and Payments Upon Termination(1) | Voluntary Termination | | Total and Permanent Disability or Death | Involuntary Termination | | | | | Resign | Retirement | | For Cause | Not For Cause | Change in Control(8) | | Compensation | | | | | | | | Severance(2) | $0 | $0 | $0 | $0 | $815,000 | $3,667,500 | | Accrued but Unused Vacation Pay | 23,510 | 23,510 | 23,510 | 23,510 | 0 | 23,510 | | Short-Term Incentive(3) | 0 | 0 | 1,099,328 | 0 | 1,099,328 | 1,008,558 | | Long-Term Incentives | | | | | | | | • Stock Options (Unvested and Accelerated)(4) | 0 | 0 | 4,116,932 | 0 | 2,363,518 | 4,116,932 | | • Restricted, Performance and Market Stock Units (Unvested and Accelerated)(4) | 0 | 0 | 6,173,822 | 0 | 1,907,031 | 6,173,822 | | Benefits and Perquisites(5)(6) | | | | | | | | Health and Welfare Benefits Continuation(7) | 0 | 0 | 0 | 0 | 856 | 1,711 | | Financial Planning Continuation | 0 | 14,000 | 14,000 | 0 | 14,000 | 14,000 | | Outplacement Services | 0 | 0 | 0 | 0 | 18,000 | 0 | | TOTAL | $23,510 | $37,510 | $11,427,592 | $23,510 | $6,217,733 | $15,006,033 |

  162. Executive Vice President and Chief Operating Officer

    | Executive Benefits and Payments Upon Termination(1) | Voluntary Termination | | Total and Permanent Disability or Death | Involuntary Termination | | | | | Resign | Retirement | | For Cause | Not For Cause | Change in Control(8) | | Compensation | | | | | | | | Severance(2) | $0 | $0 | $0 | $0 | $915,000 | $4,117,500 | | Accrued but Unused Vacation Pay | 26,394 | 26,394 | 26,394 | 26,394 | 0 | 26,394 | | Short-Term Incentive(3) | 0 | 1,733,697 | 1,238,355 | 0 | 1,238,355 | 1,136,106 | | Long-Term Incentives | | | | | | | | • Stock Options (Unvested and Accelerated)(4) | 0 | 0 | 4,564,639 | 0 | 2,602,621 | 4,564,639 | | • Restricted, Performance and Market Stock Units (Unvested and Accelerated)(4) | 0 | 0 | 6,723,295 | 0 | 2,089,876 | 6,723,295 | | Benefits and Perquisites(5)(6) | | | | | | | | Health and Welfare Benefits Continuation(7) | 0 | 0 | 0 | 0 | 19,119 | 38,238 | | Financial Planning Continuation | 0 | 14,000 | 14,000 | 0 | 14,000 | 14,000 | | Outplacement Services | 0 | 0 | 0 | 0 | 18,000 | 0 | | TOTAL | $26,394 | $1,774,091 | $12,566,683 | $26,394 | $6,896,971 | $16,620,172 |

  163. Executive Vice President and Chief Technology Officer

    | Executive Benefits and Payments Upon Termination(1) | Voluntary Termination | | Total and Permanent Disability or Death | Involuntary Termination | | | | | Resign | Retirement | | For Cause | Not For Cause | Change in Control(8) | | Compensation | | | | | | | | Severance(2) | $0 | $0 | $0 | $0 | $815,000 | $3,667,500 | | Accrued but Unused Vacation Pay | 15,673 | 15,673 | 15,673 | 15,673 | 0 | 15,673 | | Short-Term Incentive(3) | 0 | 0 | 1,099,328 | 0 | 1,099,328 | 1,008,558 | | Long-Term Incentives | | | | | | | | • Stock Options (Unvested and Accelerated)(4) | 0 | 0 | 2,118,167 | 0 | 305,049 | 2,118,167 | | • Restricted, Performance and Market Stock Units (Unvested and Accelerated)(4) | 0 | 0 | 5,641,882 | 0 | 1,518,800 | 5,641,882 | | Benefits and Perquisites(5)(6) | | | | | | | | Health and Welfare Benefits Continuation(7) | 0 | 0 | 0 | 0 | 14,221 | 28,442 | | Financial Planning Continuation | 0 | 14,000 | 14,000 | 0 | 14,000 | 14,000 | | Outplacement Services | 0 | 0 | 0 | 0 | 18,000 | 0 | | TOTAL | $15,673 | $29,673 | $8,889,050 | $15,673 | $3,784,398 | $12,494,222 |

  164. Senior Vice President, Strategy and Ventures

    | Executive Benefits and Payments Upon Termination(1) | Voluntary Termination | | Total and Permanent Disability or Death | Involuntary Termination | | | | | Resign | Retirement | | For Cause | Not For Cause | Change in Control(8) | | Compensation | | | | | | | | Severance(2) | $0 | $0 | $0 | $0 | $600,000 | $2,340,000 | | Accrued but Unused Vacation Pay | 17,308 | 17,308 | 17,308 | 17,308 | 0 | 17,308 | | Short-Term Incentive(3) | 0 | 0 | 610,746 | 0 | 610,746 | 560,317 | | Long-Term Incentives | | | | | | | | • Stock Options (Unvested and Accelerated)(4) | 0 | 0 | 2,019,805 | 0 | 1,161,007 | 2,019,805 | | • Restricted, Performance and Market Stock Units (Unvested and Accelerated)(4) | 0 | 0 | 3,043,548 | 0 | 938,018 | 3,043,548 | | Benefits and Perquisites(5)(6) | | | | | | | | Health and Welfare Benefits Continuation(7) | 0 | 0 | 0 | 0 | 18,749 | 37,498 | | Financial Planning Continuation | 0 | 14,000 | 14,000 | 0 | 14,000 | 14,000 | | Outplacement Services | 0 | 0 | 0 | 0 | 18,000 | 0 | | TOTAL | $17,308 | $31,308 | $5,705,407 | $17,308 | $3,360,520 | $8,032,476 |

  165. Senior Vice President, Strategy and Ventures

    | (6) See “Nonqualified Deferred Compensation in 2023” on page 66 of this Proxy Statement for a discussion of nonqualified deferred compensation. There would be no further enhancement or acceleration upon a termination or change in control. |

  166. Senior Vice President, Strategy and Ventures

    | (7) Health and Welfare Benefits Continuation is calculated as 12 months (except with respect to Mr. Brown, which is calculated as 24 months per his employment agreement) as provided in the Executive Severance Plan under Involuntary Termination-Not for Cause and as 24 months (except with respect to Mr. Brown, which is calculated as 36 months per his employment agreement) under Involuntary Termination-Change in Control. Mr. Brown’s employment agreement also provides for 24 months benefits continuation under Voluntary Termination-Good Reason. |

  167. Senior Vice President, Strategy and Ventures

    | (8) Mr. Brown’s employment agreement and our CIC Severance Plan use a “double trigger.” In other words, in order for severance benefits to be “triggered,” (1) a change in control must occur, and (2) an executive must be involuntarily terminated for a reason other than “Cause” or must leave for “Good Reason” within 24 months following the change in control. Mr. Brown’s employment agreement has unique definitions of “Cause” and “Good Reason.” The total amounts payable to the NEOs in the event of a change in control of the Company may be subject to reduction under Sections 280G and 4999 of the Internal Revenue Code. |

  168. Senior Vice President, Strategy and Ventures

    Definitions: “Voluntary Termination” means a termination initiated by the officer. “Voluntary Termination-Good Reason” occurs when, other than in connection with a Change in Control, employment is terminated by an officer for Good Reason. “Good Reason” means (1) an officer is assigned duties materially inconsistent with his position, duties, responsibilities and status, or his duties are materially diminished, during the 90-day period immediately preceding a Change in Control, (2) his position, authority, duties or responsibilities are materially diminished from those in effect during the 90-day period immediately preceding a Change in Control, (3) his annual base salary or total annual compensation opportunity are materially reduced from such total annual compensation as in effect during the 90-day period immediately preceding a Change in Control, (4) the Company requires regular performance of duties beyond a 50-mile radius from the

  169. Senior Vice President, Strategy and Ventures

    | Motorola Solutions Notice of 2024 Annual Meeting of Shareholders and Proxy Statement | 73 |

  170. Senior Vice President, Strategy and Ventures

    officer’s current location, (5) the Company fails to obtain a satisfactory agreement from any successor to assume and perform the relevant plan, or (6) any other material breach of the relevant plan. In the case of Mr. Brown, “Good Reason” also means (1) a failure to continue on the Board of Directors or a negative change in reporting structure, (2) Mr. Brown is not the sole Chief Executive Officer of Motorola Solutions on and after September 1, 2011, or (3) the failure of the successor to what is now Motorola Solutions to assume his employment agreement. “Voluntary Termination–Retirement” means, for purposes of awards under the Omnibus Plan on or after March 9, 2015 and awards under the LRIP, retirement after reaching age 55 with at least 10 years of service, or age 60 with at least 5 years of service, or age 65; for purposes of the STIP, the definition of “retirement” that appears in the primary retirement plan covering the individual; and for purposes of the Pension Plan, retirement after reaching age 55 with 3 years of service. “Total and Permanent Disability” means termination of employment following entitlement to long-term disability benefits under the Motorola Solutions Disability Income Plan, as amended and any successor plan, or a determination of a permanent and total disability under a state workers compensation statute. “Involuntary Termination–For Cause” means termination of employment following any misconduct identified as a ground for termination in the Motorola Solutions Code of Business Conduct, or the human resources policies, or other written policies or procedures, including among other things, conviction for any criminal violation involving dishonesty, fraud or breach of trust or willful engagement in gross misconduct in the performance of the officer’s duties that materially injures the Company. “Involuntary Termination–Not for Cause” means termination of employment for reasons other than “For Cause,” Change in Control as defined below, death, Retirement or Total and Permanent Disability as defined above. “Involuntary Termination for Change in Control” occurs when, at any time (1) following a Change in Control and, assuming equity awards are not suitably replaced by a successor, prior to the second anniversary of a Change in Control or (2) during the 12 months prior to a Change in Control but after such time as negotiations or discussions that ultimately lead to a Change in Control have commenced, employment is terminated (a) involuntarily for any reason other than Cause, death, Disability or retirement under a mandatory retirement policy of the Company or any of its Subsidiaries or (b) by the officer after the occurrence of an event giving rise to Good Reason. For purposes of this definition, “Cause” means (1) conviction of any criminal violation involving dishonesty, fraud or breach of trust or (2) willful engagement in gross misconduct in the performance of the officer’s duties that materially injures the Company, and “Disability” means a condition such that the officer by reason of physical or mental disability becomes unable to perform his normal duties for more than 180 days in the aggregate (excluding infrequent or temporary absence due to ordinary transitory illness) during any 12 month period. “Change in Control” (as used in the prior definition of “Involuntary Termination for a Change in Control”) shall be deemed to have occurred if (1) any “person” or “group” (as such terms are used in Section 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s then outstanding securities (other than the Company or any employee benefit plan of the Company, and no Change in Control shall be deemed to have occurred as a result of the “beneficial ownership,” or changes therein, of the Company’s securities by either of the foregoing), (2) there shall be consummated (a) any consolidation or merger of the Company in which the Company is not the surviving or continuing corporation or pursuant to which shares of Common Stock would be converted into or exchanged for cash, securities or other property, other than a merger of the Company in which the holders of Common Stock immediately prior to the merger have, directly or indirectly, at least a 65% ownership interest in the outstanding Common Stock of the surviving corporation immediately after the merger, or (b) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company other than any such transaction with entities in which the holder of Common Stock, directly or indirectly, have at least 65% ownership interest, (3) the shareholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company, or (4) as the result of, or in connection with, any cash tender offer, exchange offer, merger or other business combination, sale of assets, proxy or consent solicitation (other than by the Board), contested election or substantial stock accumulation (a “Control Transaction”), the members of the Board immediately prior to first public announcement relating to such Control Transaction shall thereafter cease to constitute a majority of the Board.

  171. Senior Vice President, Strategy and Ventures

    | 74 | Motorola Solutions Notice of 2024 Annual Meeting of Shareholders and Proxy Statement |

  172. Senior Vice President, Strategy and Ventures

    | CEO PAY RATIO |

  173. Senior Vice President, Strategy and Ventures

    | PAY VS. PERFORMANCE |

  174. Senior Vice President, Strategy and Ventures

    | (2) The dollar amounts shown in column (c) reflect “compensation actually paid” to Mr. Brown, calculated in accordance with SEC rules. As required, the dollar amounts include (among other items) unpaid amounts of equity compensation that may be realizable in future periods, and as such, the dollar amounts shown do not fully represent the actual final amount of compensation earned or actually paid to Mr. Brown during the applicable years. The amounts deducted and added to the PEO’s 2023 Summary Compensation Table total in order to determine the PEO’s 2023 CAP are as follows: |

  175. Compensation Actually Paid versus Company Performance

    Compensation Actually Paid versus Company Performance . The relationship between compensation actually paid and the Company’s financial performance over the three-year period shown in the table above is described in the following bullet points. PEO

  176. Compensation Actually Paid versus Company Performance

    | • | From 2022 to 2023, compensation actually paid to the CEO increased by $38.0 million or 192%. Over this same period, the Company’s TSR increased by 23%, net income increased by 25.4%, and one-year relative TSR percentile rank increased by 7% (from 65.4 th percentile rank to 69.9 th percentile rank). |

  177. Compensation Actually Paid versus Company Performance

    | Motorola Solutions Notice of 2024 Annual Meeting of Shareholders and Proxy Statement | 77 |

  178. Compensation Actually Paid versus Company Performance

    | • | From 2021 to 2022, compensation actually paid to the CEO decreased by $66.6 million or 77%. Over this same period, the Company’s TSR decreased by 4%, net income increased by 9.5%, and one-year relative TSR percentile rank decreased by 27% (from 89.8 th percentile rank to 65.4 th percentile rank). |

  179. Compensation Actually Paid versus Company Performance

    | • | From 2020 to 2021, compensation actually paid to the CEO increased by $62.1 million or 255%. Over this same period, the Company’s TSR increased by 62%, net income increased by 31%, and one-year relative TSR percentile rank increased by 84% (from 48.9 th percentile rank to 89.8 th percentile rank). |

  180. Compensation Actually Paid versus Company Performance

    Non-PEO NEOs

  181. Compensation Actually Paid versus Company Performance

    | • | From 2022 to 2023, compensation actually paid to the Non-PEO NEOs increased by $5.0 million or 79%. Over this same period, the Company’s TSR increased by 23%, net income increased by 25.4%, and one-year relative TSR percentile rank increased by 7% (from 65.4 th percentile rank to 69.9 th percentile rank). |

  182. Compensation Actually Paid versus Company Performance

    | • | From 2021 to 2022, compensation actually paid to the Non-PEO NEOs decreased by $7.5 million or 54%. Over this same period, the Company’s TSR decreased by 4%, net income increased by 9.5%, and one-year relative TSR percentile rank decreased by 27% (from 89.8 th percentile rank to 65.4 th percentile rank). |

  183. Compensation Actually Paid versus Company Performance

    | • | From 2020 to 2021, compensation actually paid to the Non-PEO NEOs increased by $9.2 million or 201%. Over this same period, the Company’s TSR increased by 62%, net income increased by 31%, and one-year relative TSR percentile rank increased by 84% (from 48.9 th percentile rank to 89.8 th percentile rank). |

  184. Compensation Actually Paid versus Company Performance

    Company TSR versus S&P Communications Equipment TSR. The relationship between the Company’s TSR and the TSR of the S&P Communications Equipment Index is shown below: The following table lists the three financial performance measures we believe represent the most important financial performance measures we use to link executive compensation actually paid to our NEOs for 2023 to Company performance:

  185. Compensation Actually Paid versus Company Performance

    | 2023 Most Important Performance Measures | | • Relative TSR Percentile Rank | | • Stock Price | | • Non-GAAP Operating Earnings |

  186. Compensation Actually Paid versus Company Performance

    For more information about how we use these financial performance measures in our compensation programs, see the section of this Proxy Statement titled “Compensation Discussion and Analysis” beginning on page 36.

  187. Compensation Actually Paid versus Company Performance

    | 78 | Motorola Solutions Notice of 2024 Annual Meeting of Shareholders and Proxy Statement |

  188. Compensation Actually Paid versus Company Performance

    | EQUITY COMPENSATION PLAN INFORMATION |

  189. Compensation Actually Paid versus Company Performance

    The following table summarizes the Company’s equity compensation plan information as of December 31, 2023.

  190. Compensation Actually Paid versus Company Performance

    | Plan Category | Number of securities to be issued upon exercise of outstanding options and rights (a) | Weighted-average exercise price of outstanding options and rights (b) (1) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | | Equity compensation plans approved by Motorola Solutions shareholders | 4,007,296 (2)(3) | $138.66 | 11,713,233 (4) | | Equity compensation plans not approved by Motorola Solutions shareholders | – | – | – |

  191. Compensation Actually Paid versus Company Performance

    | (1) The weighted-average exercise price does not include outstanding RSUs or DSUs. |

  192. Compensation Actually Paid versus Company Performance

    | (2) Includes shares subject to outstanding options granted under the Omnibus Plan. |

  193. Compensation Actually Paid versus Company Performance

    | (3) Includes an aggregate of 1,642,345 RSUs or DSUs that have been granted or accrued pursuant to dividend equivalent rights under the Omnibus Plan. Each RSU or DSU is intended to be the economic equivalent of one share of Common Stock. It does not include 1,992 RSUs which provide by their terms for cash settlement. |

  194. Compensation Actually Paid versus Company Performance

    | (4) Of these shares: (i) 4,539,647 shares remain available for future issuance under the Motorola Solutions Employee Stock Purchase Plan of 1999, as amended; and (ii) an aggregate of 7,173,586 shares remain available for future issuance under the Omnibus Plan. In addition to stock options, other equity benefits which may be granted under the Omnibus Plan are SARs, restricted stock, RSUs, DSUs, performance shares and other stock awards. In addition, at the discretion of the Compensation and Leadership Committee, shares of Common Stock may be issued under the Omnibus Plan in payment of cash-based awards under the Company’s LRIP. |

  195. Compensation Actually Paid versus Company Performance

    | Motorola Solutions Notice of 2024 Annual Meeting of Shareholders and Proxy Statement | 79 |

  196. Compensation Actually Paid versus Company Performance

    | PROPOSAL NO. 4 — APPROVAL OF AN AMENDMENT TO THE COMPANY’S RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE FOR THE EXCULPATION OF CERTAIN OFFICERS |

  197. Compensation Actually Paid versus Company Performance

    Section 102(b)(7) of the General Corporation Law of the State of Delaware (the “DGCL”) was amended effective August 1, 2022 to authorize the exculpation of officers of Delaware corporations. Specifically, the amendments to the DGCL extend the opportunity for Delaware corporations to exculpate certain of their officers, in addition to their directors, for personal liability in limited circumstances. In light of these amendments, we are proposing to amend our Restated Certificate of Incorporation to provide for the exculpation of certain of our officers in specific circumstances, as permitted by the DGCL. Both the DGCL and our proposed amendment would not apply to breaches of the duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, any transaction in which the officer derived an improper personal benefit, or action by or in the right of the Company. The proposed amendment would not be retroactive to acts or omissions occurring prior to its effective date. The proposed amendment to limit the scope of our officers’ liability is intended to strike a balance between shareholders’ interest in accountability and shareholders’ interest in attracting and retaining top talent. The Board has considered the benefits and detriments of eliminating our officers’ personal liability under these specific circumstances. The Board believes it is necessary to provide protection to officers to the fullest extent permitted by law in order to attract and retain top talent. In the absence of such protection, such individuals might be deterred from serving as officers due to exposure to personal liability and the risk of incurring substantial expense in defending lawsuits, regardless of merit. The Board believes that aligning the protections available to our officers with those available to our directors to the extent such protections are available under the DGCL empowers our officers to exercise their business judgment in furtherance of shareholder interests. In addition, the nature and the role of officers often requires them to make decisions on crucial matters and in response to time-sensitive opportunities and challenges. These demands can create substantial risk of investigations, claims or actions seeking to impose liability in hindsight regardless of merit, especially in the current litigious environment. This protection has long been afforded to directors. Accordingly, the Board believes the proposed amendment empowers our officers to best exercise their business judgment. The Board has considered the narrow class and type of claims for which officers’ liability would be exculpated and the anticipated benefits to the Company and its shareholders, and has determined that it would be advisable and in the best interest of the Company and its shareholders to amend the Company’s Restated Certificate of Incorporation as described herein. This description of the proposed amendment is a summary and is qualified by the full text of the proposed amendment, which is attached to this Proxy Statement as Appendix A. You are urged to read the proposed amendment carefully and in its entirety. The Board proposes to replace existing Section 1 of Article 7 of the Restated Certificate of Incorporation with the proposed Section 1 of Article 7 shown in the table below. The table also contains a comparison of the proposed Section 1 of Article 7 to the existing Section 1 of Article 7 showing the proposed changes (additions are indicated by blue text and underlining and deletions are indicated by red strike-through text):

  198. Compensation Actually Paid versus Company Performance

    | Existing Article 7, Section 1 | Proposed Article 7, Section 1 | Comparison | | ARTICLE 7 Section 1. Elimination of Certain Liability of Directors. A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. If the Delaware General Corporation Law hereafter is amended to further eliminate or limit the liability of a director, then a director of the corporation, in addition to the circumstances in which a director is not | ARTICLE 7 Section 1. Elimination of Certain Liability of Directors and Officers. No director or officer of the corporation shall be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, as applicable, except for liability (i) for any breach of the director’s or officer’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) with respect to directors only, under Section 174 of the Delaware General Corporation Law as the same exists or hereafter may be amended, (iv) for any transaction from which the director or officer derived an improper personal benefit, or (v) with respect to officers only, in any action by or in the right of the corporation. | ARTICLE 7 Section 1. Elimination of Certain Liability of Directors and Officers. NoA director or officer of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, as applicable, except for liability (i) for any breach of the director’s or officer’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) with respect to directors only, under Section 174 of the Delaware General Corporation Law as the same exists or hereafter may be amended, or (iv) for any transaction from which the director or officer derived an improper personal benefit, or (v) with respect to officers only, in any action by or in the right of the corporation. |

  199. Compensation Actually Paid versus Company Performance

    | 80 | Motorola Solutions Notice of 2024 Annual Meeting of Shareholders and Proxy Statement |

  200. Compensation Actually Paid versus Company Performance

    | Existing Article 7, Section 1 | Proposed Article 7, Section 1 | Comparison | | personally liable as set forth in the preceding paragraph, shall not be liable to the fullest extent permitted by the amended Delaware General Corporation Law. Any repeal or modification of the foregoing two paragraphs by the stockholders of the corporation shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification. | If the Delaware General Corporation Law hereafter is amended to further eliminate or limit the liability of a director or officer, then a director or officer of the corporation, in addition to the circumstances in which a director or officer is not personally liable as set forth in the preceding paragraph, shall not be liable to the fullest extent permitted by the amended Delaware General Corporation Law. Any repeal or modification of the foregoing two paragraphs by the stockholders of the corporation shall not adversely affect any right or protection of a director or officer of the corporation existing at the time of such repeal or modification. For purposes of this Article 7, “officer” shall have the meaning provided in Section 102(b)(7) of the Delaware General Corporation Law as the same exists or hereafter may be amended. | If the Delaware General Corporation Law hereafter is amended to further eliminate or limit the liability of a director or officer, then a director or officer of the corporation, in addition to the circumstances in which a director or officer is not personally liable as set forth in the preceding paragraph, shall not be liable to the fullest extent permitted by the amended Delaware General Corporation Law. Any repeal or modification of the foregoing two paragraphs by the stockholders of the corporation shall not adversely affect any right or protection of a director or officer of the corporation existing at the time of such repeal or modification. For purposes of this Article 7, “officer” shall have the meaning provided in Section 102(b)(7) of the Delaware General Corporation Law as the same exists or hereafter may be amended. |

  201. Compensation Actually Paid versus Company Performance

    The affirmative vote of the majority of the shares outstanding is required to approve the proposed amendment to the Company’s Restated Certificate of Incorporation. Abstentions and broker non-votes will have the effect of votes against the proposal. If our shareholders approve the amendment, we intend to file a Certificate of Amendment to the Company’s Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, and the amendment to the Restated Certificate of Incorporation would become effective upon acceptance by the Delaware Secretary of State. We intend to make that filing if, and as soon as practicable after, this proposal is approved at the Annual Meeting. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPROVAL OF THE AMENDMENT TO THE COMPANY’S RESTATED CERTIFICATE OF INCORPORATION.

  202. Compensation Actually Paid versus Company Performance

    | Motorola Solutions Notice of 2024 Annual Meeting of Shareholders and Proxy Statement | 81 |

  203. Compensation Actually Paid versus Company Performance

    | AUDIT COMMITTEE MATTERS |

  204. Compensation Actually Paid versus Company Performance

    THE FOLLOWING “REPORT OF AUDIT COMMITTEE” SHALL NOT BE DEEMED INCORPORATED BY REFERENCE BY ANY GENERAL STATEMENT INCORPORATING THIS PROXY STATEMENT INTO ANY FILING UNDER THE SECURITIES ACT OR UNDER THE EXCHANGE ACT, EXCEPT TO THE EXTENT THAT THE COMPANY SPECIFICALLY INCORPORATES THIS INFORMATION BY REFERENCE, AND SHALL NOT OTHERWISE BE DEEMED FILED UNDER SUCH ACTS.

  205. REPORT OF AUDIT COMMITTEE

    | * Ms. Anasenes joined the Audit Committee as of February 21, 2024 and was not a member of the committee when it reviewed and discussed the recommendation referred to above, and, as such, did not participate in, and has not made an independent inquiry, as to the accuracy of the Company’s audited consolidated financial statements in its Annual Report on Form 10-K for the year ended December 31, 2023. Ms. Anasenes approved this Report of the Audit Committee solely based upon the advice and approvals of the other Audit Committee members. |