DEF 14A of Motorola Solutions, Inc.
Filed Mar 27, 2025 · FY20240001193125-25-064714
DIRECTOR NOMINEE STATISTICS
DIRECTOR NOMINEE STATISTICS
DIRECTOR NOMINEE STATISTICS
| Independence 86% | Average Tenure 6 Years | Average Age 59 Years |
DIRECTOR NOMINEE STATISTICS
| Motorola Solutions Notice of 2025 Annual Meeting of Shareholders and Proxy Statement | 3 |
SKILLS AND EXPERIENCE OF DIRECTOR NOMINEES
SKILLS AND EXPERIENCE OF DIRECTOR NOMINEES
SKILLS AND EXPERIENCE OF DIRECTOR NOMINEES
| Skills & Experience Summary | Brown | Anasenes | Denman | Howard | Mann | Mondre | 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 | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
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.
SKILLS AND EXPERIENCE OF DIRECTOR NOMINEES
| 4 | Motorola Solutions Notice of 2025 Annual Meeting of Shareholders and Proxy Statement |
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. |
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 2024, long-term equity compensation comprised approximately 84% of the targeted annual compensation for our CEO and, on average, approximately 68% of the targeted annual compensation for the other NEOs. |
EXECUTIVE COMPENSATION PROGRAM HIGHLIGHTS (page 36)
| • | Retention of independent compensation consultant |
EXECUTIVE COMPENSATION PROGRAM HIGHLIGHTS (page 36)
| • | “Double trigger” severance benefits in the event of a change in control |
OUR BOARD – WHO WE ARE
OUR BOARD – WHO WE ARE Our Board has nominated and recommends seven individuals for election to our Board at the Annual Meeting. These individuals are as follows:
OUR BOARD – WHO WE ARE
| | | | | | | | | Gregory Q. Brown | Nicole Anasenes | Kenneth D. Denman | Ayanna M. Howard | Elizabeth D. Mann | Gregory K. Mondre | Joseph M. Tucci |
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 multitude 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. Mann) was elected at the Annual Meeting of Shareholders held on May 14, 2024. As previously announced, on August 26, 2024, the Board increased the number of directors of the Company from eight to nine, and elected Ms. Mann to serve as a director, effective immediately. Mr. Jones and Ms. Lewent, each of whom has been a valuable member of the Board during their tenure and previously reached the Board’s age of retirement, have not been nominated for re-election at the Annual Meeting. The Board thanks them for their years of service. The size of the Board will be reduced to seven members, effective as of, and contingent upon, the election of the seven director nominees at the Annual Meeting. Given Mr. Tucci’s extensive industry knowledge, meaningful knowledge of the Company, tenure on the Board and continued significant contributions to the Board (including in his role as Chair of the Compensation and Leadership Committee), our Board has granted a further 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 that led our Board to conclude that each nominee is qualified to serve as a member of our Board.
OUR BOARD – WHO WE ARE
| * The number of directors of the Company to be elected at the Annual Meeting is seven. If elected by our shareholders at the Annual Meeting, each director nominee will serve a one-year term ending at the 2026 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. |
OUR BOARD – WHO WE ARE
| 10 | Motorola Solutions Notice of 2025 Annual Meeting of Shareholders and Proxy Statement |
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: None 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: 64 Director since: 2007 Chairman since: 2011 | |
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. Ms. Anasenes remained an employee of ANSYS, Inc. until June 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: Fidelity National Information Services, Inc. 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 CFO of ANSYS, Inc. and former CFO of Squarespace, Inc. ● Financial and accounting expertise and relevant industry, technology, cybersecurity and privacy, global business, software and services business, private equity, investment banking or capital allocation, and human capital management experience as former CFO of ANSYS, Inc., former CFO and COO of Squarespace, Inc. and former CFO of Infor ● Public company board experience | | | | | Principal Occupation: Former Chief Financial Officer and Senior Vice President, Finance, ANSYS, Inc. | | | Age: 51 Director since: 2024 Independent | |
OUR BOARD – WHO WE ARE
| Motorola Solutions Notice of 2025 Annual Meeting of Shareholders and Proxy Statement | 11 |
OUR BOARD – WHO WE ARE
| KENNETH D. DENMAN | Mr. Denman is a Managing Director 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. He is also the current chair of the University of Washington Foundation’s Board of Directors. 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, 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 experience as former CEO and President of iPass, Inc. and former CEO of Openwave Systems Inc. ● Global business experience as former CEO and President of iPass, Inc., former CEO of Openwave Systems Inc. and former COO – Wireless, of MediaOne International ● Private equity, investment banking, or capital allocation experience as a Managing Director of Sway Ventures ● Public company board experience | | | | | Principal Occupation: Managing Director, Sway Ventures | | | Age: 66 Director since: 2017 Lead Independent Director since: 2019 Independent | |
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 was also the founder and board president of Zyrobotics, Inc., a non-profit organization that provided AI-powered STEM tools for early childhood education, from January 2020 to January 2025. 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 or 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: 53 Director since: 2022 Independent | |
OUR BOARD – WHO WE ARE
| 12 | Motorola Solutions Notice of 2025 Annual Meeting of Shareholders and Proxy Statement |
OUR BOARD – WHO WE ARE
| ELIZABETH D. MANN | Ms. Mann is the Executive Vice President and Chief Financial Officer of Verisk, a data analytics and risk assessment company. Ms. Mann joined Verisk in September 2022 from S&P Global Inc., a financial information and analytic services company, where she served as Chief Financial Officer of the Mobility division from March 2022 to August 2022, as Chief Financial Officer of the Ratings division from November 2020 to August 2022 and as senior vice president of capital management from June 2019 to November 2020. Before joining S&P Global Inc., Mann held several roles of increasing responsibility at Goldman Sachs, including managing director of the firmwide strategy group and the technology, media, and telecom investment banking group. Prior to Goldman Sachs, Mann was a Moore Instructor and National Science Foundation Postdoctoral Fellow at the Massachusetts Institute of Technology. Other Public Company Boards: None Board Committees: Audit Director Qualifications: ● Public company CFO as CFO of Verisk ● Financial and accounting expertise, software and services business, global business, private equity, investment banking or capital allocation, and human capital management experience as CFO of Verisk and former CFO of the Ratings and Mobility divisions of S&P Global Inc. ● Technology experience as CFO of Verisk and former managing director of the technology, media, and telecom investment banking group at Goldman Sachs | | | | | Principal Occupation: Executive Vice President and Chief Financial Officer of Verisk Analytics, Inc. (“Verisk”) | | | Age: 49 Director since: 2024 Independent | |
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: Compensation and Leadership, 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 or 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: 50 Director since: 2015 Independent | |
OUR BOARD – WHO WE ARE
| Motorola Solutions Notice of 2025 Annual Meeting of Shareholders and Proxy Statement | 13 |
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: 77 Director since: 2017 Independent | |
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. |
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 2024, long-term equity compensation comprised approximately 84% of the targeted annual compensation for our CEO and, on average, approximately 68% of the targeted annual compensation for the other NEOs. |
Compensation Governance Practices and Principles
| • | Retention of independent compensation consultant |
Compensation Governance Practices and Principles
| • | “Double trigger” severance benefits in the event of a change in control |
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. As previously disclosed, 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 $220,000). This increase to the annual equity grant applied to our directors’ compensation with the May 2024 annual equity grant, and the increases to the cash compensation applied to our directors’ compensation beginning May 2024 (on a prorated basis for the second quarter of 2024). In approving these increases, the Board considered competitive pay practices across our peer group and, as a supplemental reference, pay practices more broadly within our industry (both with input from CAP). The median compensation of our peer group is considered as an initial guideline for determining non-employee director compensation. The Board also considered the continued expansion of Lead Independent Director and non-employee director responsibilities, expectations for technical and functional expertise and increasing developments in corporate governance.
HOW WE DETERMINE DIRECTOR COMPENSATION
| 26 | Motorola Solutions Notice of 2025 Annual Meeting of Shareholders and Proxy Statement |
HOW OUR DIRECTORS ARE COMPENSATED
| Name (a) | Fees Earned or Paid in Cash ($)(1) (b) | Stock Awards ($)(2)(3) (c) | All Other Compensation ($)(4) (g) | Total ($) (h) | | Nicole Anasenes | 107,501 | 245,153 | 144 | 352,798 | | Kenneth D. Denman | 171,667 | 245,153 | 157 | 416,977 | | Egon P. Durban(5) | 0 | 52,228 | 65 | 52,293 | | Dr. Ayanna M. Howard | 116,667 | 245,153 | 157 | 361,977 | | Clayton M. Jones(6) | 116,667 | 245,153 | 157 | 361,977 | | Judy C. Lewent(6) | 131,667 | 245,153 | 157 | 376,977 | | Elizabeth D. Mann | 50,000 | 163,487 | 65 | 213,552 | | Gregory K. Mondre | 0 | 352,789 | 157 | 352,946 | | Joseph M. Tucci | 126,667 | 245,153 | 157 | 371,977 |
RECOMMENDATION OF THE BOARD
| Say on Pay Vote Results and Shareholder Engagement | 37 | | Historical Say on Pay Results and Board Responsiveness | 37 | | 2024 Shareholder Engagement | 37 | | Executive Summary | 38 | | Named Executive Officers | 38 | | Our Business | Solving for safer | 38 | | Company Performance | 39 | | Paying for Performance | 39 | | Evolution of Our CEO’s Pay Program | 46 | | Process for Determining Executive Compensation | 48 | | Compensation Philosophy | 48 | | Compensation Objectives | 48 | | Sound Governance Practices | 49 | | Evolution of Our Executive Compensation Program | 50 | | How We Plan Compensation | 50 | | Performance-Based Compensation Structure | 51 | | 2024 Target Total Compensation Summary | 51 | | 2024 Retention Awards | 51 | | 2024 Annual Compensation Elements | 52 | | Base Salary | 52 | | Short-Term Incentives | 52 | | Long-Term Incentives | 53 | | Comparative Market Data | 54 | | 2024 Peer Group | 54 | | Survey Market Data | 55 | | Equity Usage and Grant Processes Under Our Compensation Programs | 55 | | Other Compensation Policies and Practices | 57 | | Benefits and Perquisites | 57 | | Stock Ownership Guidelines | 57 | | Change in Control Policy | 57 | | Amended and Restated Incentive Compensation Recoupment Policy and Related Equity Award Provisions | 58 | | Impact of Tax Treatment on Compensation Program Design | 58 | | Trading on Margin and Anti-Hedging and Anti-Pledging Policies | 59 |
CEO Framework
| • | Long-Term Strategic Initiatives – expansion of product and service offerings and acquisitions |
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.
Short-Term Incentive Plan Results
| Motorola Solutions Notice of 2025 Annual Meeting of Shareholders and Proxy Statement | 39 |
CEO Individual Performance
| 2024 ACCOMPLISHMENT HIGHLIGHTS | | | LONG-TERM STRATEGIC INITIATIVES | • Expanded and amplified our brand narrative, “Solving for safer” • Expanded R&D with the launch of a new Research and Development Centre in Cork, Ireland • Significantly increased international investor relations (“IR”) coverage with in-person engagements by CEO, CFO and IR team in seven major international money centers; international actively managed funds now own 41% of the Company’s shares, up from 34% in prior year • Launched AI Operations Council, AI framework, and AI for financial operations; developed AI savings plan and measurement system • Closed four acquisitions - Silent Sentinel, Noggin, 3tc Software, and a vehicle location and management solutions business | | PEOPLE | • Hired 2,885 employees and gained 384 employees in connection with four acquisitions • Achieved record employee volunteering of over 105,000 hours • Provided a global mental health day to employees to emphasize importance of mental wellbeing • Received multiple awards: ¡ Fast Company: World’s Most Innovative Companies of 2024 ¡ Forbes: World’s Best Employers 2024 ¡ Newsweek: World’s Most Trustworthy Companies 2024 ¡ TIME: World’s Best Companies of 2024 ¡ Wall Street Journal: 250 Best Managed Companies of 2024 |
Other NEO Individual Performance
| | IPF | FINANCIAL AND OPERATIONAL | LONG-TERM STRATEGIC INITIATIVES | PEOPLE | | WINKLER | 1.4 | • Record operating cash flow of $2.4 billion, 17% growth year over year • Outsourced video manufacturing operations with no supply or revenue disruptions • Closed four acquisitions • Settled Silver Lake Convertible Debt for $1.59 billion in cash, inclusive of conversion premium, and settled $313 million of senior notes due within the year • Refinanced Company’s balance sheet with issuance of $1.3 billion of long-term debt, extending debt maturity profile • Reduced lead times to various products • Reduced inventory to $766 million with improved inventory turnover year over year • Implemented a new segment disclosure accounting standard update, including enhancing internal control structure to support the new disclosure requirements • Developed Command Center subscription offer, resulting in first-of-its kind $24 million order for Maricopa County Sheriff’s Office, AZ • Added 20,000 external users to our customer self-service portals, representing an increase of 33%; with over 70% digital service interactions • Enabled platform modernization for our services by deploying cloud platforms for services opportunity management and forecasting | • Expanded R&D with the launch of a new Research and Development Centre in Cork, Ireland • Launched AI Operations Council, AI framework, and AI for financial operations; developed AI savings plan and measurement system • Upgraded by S&P and Fitch to BBB credit rating with neutral outlook; ended the year with highest pension funding status in company history • Achieved record level of global cash centralization, with over 85% of cash centralized in the US at year-end, driven by effective cash repatriation from overseas entities • Significantly increased international IR coverage with in-person engagements by CEO, CFO and IR team in seven major international money centers; international actively managed funds now own 41% of the Company’s shares, up from 34% in prior year • Ranked #2 for CFO and #3 for IR by Institutional Investor in Best CFO and IR categories within the IT Hardware and Electronics industry • Launched fixed video sales and operations planning modernization efforts | • Continued success and expansion of CFO Mentor Program, with over 400 participants • Invested in talent pipeline and strengthened succession plans • Hosted 42 interns globally, across 25 different universities • Motorola Solutions Foundation President and board member |
Other NEO Individual Performance
| | IPF | FINANCIAL AND OPERATIONAL | LONG-TERM STRATEGIC INITIATIVES | PEOPLE | | MOLLOY | 1.4 | • Achieved revenue growth of 8% to $10.8 billion, a company record • Achieved gross margin of $5.5 billion, a company record • Finished year with ending backlog of $14.7 billion, a company record • Achieved record revenue in both 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 112 new LMR products and software releases, including MXP660 TETRA Radio, R5 Professional Series Radio and ASTRO D-Series Station • Launched 33 new service offerings across all technologies • Expanded R&D with the launch of a new Research and Development Centre in Cork, Ireland • Hosted the first Executive Partner Forum (EPF) for both the Company’s professional and commercial radio and Video partners | • Executed succession plans that resulted in the elevation of seven vice presidents • Established dedicated implementation teams to ensure execution for our full portfolio of products • Motorola Solutions Foundation board member • Invested and sponsored a suite of leader development programs for high-potential employees • Continued investment in building talent pipeline, sponsoring over 300 internships • Sponsored improvements in global wellness program |
Other NEO Individual Performance
| | IPF | FINANCIAL AND OPERATIONAL | LONG-TERM STRATEGIC INITIATIVES | PEOPLE | | SAPTHARISHI | 1.4 | • Grew Command Center SaaS and subscription revenue with enhanced offerings • Expanded Command Center and Video portfolios with four acquisitions • Consolidated cloud and on- premises camera platforms leading to margin improvement • Realigned engineering organization after outsourcing of video manufacturing operations, resulting in no supply or revenue disruptions • Utilized AI tools to increase R&D productivity and capacity • Streamlined dataset creation and curation to enable rapid development of AI model | • Launched multiple Command Center products and features: ¡ Launched CommandCentral Responder mobile app and improved Rave mobile apps ¡ Launched VESTA NXT cloud call handling solution ¡ Launched the CommandCentral Aware public-private partnership program ¡ Launched Call and Evidence AI Assist solution (400+ customers) ¡ Integrated Noggin with Rave Alert API • Launched multiple Video products and features: ¡ Launched the V500 body-worn camera ¡ Expanded edge and cloud AI offerings for Avigilon Alta, Avigilon Unity and Envysion ¡ Launched multiple new fixed video cameras ¡ Shipped Avigilon AI NVR 2, the Company’s highest-density analytics solution ¡ Introduced high resilience Avigilon Alta Cloud Connector ¡ Added enterprise software management features and license plate recognition in Avigilon Unity • Expanded Managed Detection and Response (MDR) capabilities; increased Public Safety Threat Alliance membership by 58% year over year • Won 16 global product design awards | • Aligned and consolidated multiple teams, including teams across enterprise incident management and cloud AI services, public safety software products and R&D • Executive sponsor of Motorola Solutions Innovators Circle (MIC) and Motorola Solutions Technology Advisory Committee (MTAC) • Hosted inaugural Global Hackathon: ~1,600 participants, 400+ projects created • Expanded “10% time” program to provide time to employees for professional development |
Other NEO Individual Performance
| | IPF | FINANCIAL AND OPERATIONAL | LONG-TERM STRATEGIC INITIATIVES | PEOPLE | | NAIK | 1.4 | • Closed four acquisitions – Silent Sentinel, Noggin, 3tc Software, and a vehicle location and management solutions business • Drove annual strategic planning and investment prioritization | • Defined go-to-market and channel investment strategy to grow key enterprise verticals for video security • Defined international expansion strategy for body-worn cameras • Developed pricing strategy for fixed video portfolio • Defined growth strategy for remote video monitoring and Enterprise Security Operations Centers | • Acquisitions resulted in 384 new employees |
2024 NEO Short-Term Incentive Payouts
2024 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 again in 2024. To recognize and reward these achievements, the Committee approved the following IPFs and total STIP payouts for 2024.
2024 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 | 1.4 | $4,635,225 | 153% | | WINKLER | $849,961 | 125% | 1.09 | 1.4 | $1,621,301 | 153% | | MOLLOY | $953,846 | 125% | 1.09 | 1.4 | $1,819,461 | 153% | | SAPTHARISHI | $849,961 | 125% | 1.09 | 1.4 | $1,621,301 | 153% | | NAIK | $627,192 | 95% | 1.09 | 1.4 | $909,241 | 153% |
2024 NEO Short-Term Incentive Payouts
| (1) Eligible earnings consist of the base salary earned during the performance period from January 1 through December 31. |
2024 NEO Short-Term Incentive Payouts
| Motorola Solutions Notice of 2025 Annual Meeting of Shareholders and Proxy Statement | 45 |
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.
Long-Term Incentive Plan Results
| Long Range Incentive Plan (“LRIP”) and Performance Options The PSUs, under the 2022-2024 LRIP cycle, and POs granted in 2022 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 95.58% resulted in a 92nd percentile rank versus S&P 500 companies, with awards earned at 250% of target. Our TSR calculation is defined in the “2024 Annual Compensation Elements” section, which starts on page 52. | 2022-2024 LRIP | POs ($222.30 exercise price) | | | | RELATIVE TSR PAYOUT SCALE (S&P 500) | | | | | PERCENTILE RANK | PAYOUT | TSR | | | MSI (92nd Percentile) | 250% | 95.58% | | | 90th - 100th Percentile | 250% | 84.49% | | | 80th - 89.99th Percentile | 200% | 54.52% | | | 70th - 79.99th Percentile | 175% | 41.41% | | | 60th - 69.99th Percentile | 150% | 25.99% | | | 55th - 59.99th Percentile | 110% | 21.17% | | | 50th - 54.99th Percentile | 90% | 16.46% | | | 45th - 49.99th Percentile | 80% | 13.19% | | | 35th - 44.99th Percentile | 50% | 1.37% | | | 30th - 34.99th Percentile | 30% | -3.38% | | | <30th Percentile | 0% | – |
2011-2024 CEO Compensation
| PAY COMPONENT | 2011 | 2024 | % 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 | $7,621,666 | 154.1% | Beginning with the performance cycle that ended in 2018, Mr. Brown has received his LRIP payouts in stock, thus eliminating cash from his LTI program. Beginning with the performance cycle that started in 2019, Mr. Brown’s LRIP has been denominated 100% in PSUs. | | EQUITY | $4,000,000 | $15,243,334 | 281.1% | In 2015, the Committee replaced Mr. Brown’s stock options and restricted stock units (“RSUs”) (containing a stock price hurdle) with POs and MSUs, emphasizing the long-term performance orientation of the program. | | TOTAL LTI | $7,000,000 | $22,865,000 | 226.6% | | | TARGET TOTAL COMPENSATION | $10,840,000 | $27,252,500 | 151.4% | AVERAGE ANNUAL INCREASE OVER 14 YEARS IS 11% |
CEO 2024 LTI Pay Decisions
CEO 2024 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 and extraordinary leadership as CEO, the Company is a global leader in public safety and enterprise security, committed to “Solving for safer” by innovating the technologies needed for safer communities, safer schools, safer hospitals and safer businesses. Mr. Brown has led the Company through the successful execution of key strategic initiatives that have positioned the Company for long-term success and, in doing so, has created significant value for shareholders. As in prior years, when evaluating Mr. Brown’s 2024 long-term incentive compensation, the Committee took
CEO 2024 LTI Pay Decisions
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CEO 2024 LTI Pay Decisions
into consideration the fact that the Company generated TSR of 193% over the five-year period ended December 31, 2023, outperforming the S&P 500 index by 86 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 continue to retain Mr. Brown as CEO. In particular, they considered his ability to generate shareholder returns, to make strategic investments that strengthen the Company’s portfolio, to grow its Video offerings and continue to successfully execute the Company’s long-term strategy and senior leadership succession plan. The Company’s outstanding financial performance again in 2024 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 2024 long-term incentive opportunity 15% from $19.8 million in 2023 to $22.865 million for 2024. His relative LTI pay position is above market median, with significant alignment with shareholder value creation.
SOUND GOVERNANCE PRACTICES
| WHAT WE DON’T DO | | | PRACTICE | MSI PRACTICE | | No Cash in NEO LTI Program | NEO LTI has been 100% performance-based equity since 2021 | | 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 Trading on Margin or Hedging or Pledging of Company Securities | Our Insider Trading Prohibitions Policy prohibits directors, officers and other designated individuals from holding securities in a margin account or engaging in hedging, short sales, pledging or any other derivative transaction relating to our securities | | 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) |
HOW WE PLAN COMPENSATION
HOW WE PLAN COMPENSATION The foundation of our compensation framework is sound design principles, which allows 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 senior management team. Additionally, we conduct regular risk assessments of our compensation programs and practices and review results with the Committee 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. Each year, 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 pay above market median (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 2024, the Committee continued to engage CAP as its independent compensation consultant. CAP participates in Committee meetings, including regular discussions with the Committee, with and without management present. During 2024, 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.
2024 TARGET TOTAL COMPENSATION SUMMARY
| NEO | BASE SALARY | TARGET STIP % | TARGET TOTAL CASH | | TARGET LTI(1) | | TARGET TOTAL COMPENSATION | YEAR-OVER YEAR CHANGE | | | | | | LRIP(2) | PO | MSU | | | | BROWN | $1,350,000 | 225% | $4,387,500 | $7,621,666 | $7,621,667 | $7,621,667 | $27,252,500 | 12.7% | | WINKLER | $860,000 | 125% | $1,935,000 | $1,500,000 | $1,500,000 | $1,500,000 | $6,435,000 | 10.3% | | MOLLOY | $965,000 | 125% | $2,171,250 | $1,633,334 | $1,633,333 | $1,633,333 | $7,071,250 | 10.3% | | SAPTHARISHI | $860,000 | 125% | $1,935,000 | $1,500,000 | $1,500,000 | $1,500,000 | $6,435,000 | 10.3% | | NAIK | $635,000 | 95% | $1,238,250 | $750,000 | $750,000 | $750,000 | $3,488,250 | 10.0% |
2024 TARGET TOTAL COMPENSATION SUMMARY
| (2) Reflects the target value of the equity award. This is lower than the accounting value that appears in the 2024 Summary Compensation Table, as we use the closing price on the date of grant to calculate the number of shares awarded. |
2024 RETENTION AWARDS
2024 RETENTION AWARDS In October 2024, in order to reward, retain and further incentivize the Company’s most senior executive operational leadership team and to continue to maintain strong emphasis on long-term shareholder value creation, the Committee approved (with a grant date effective mid-November 2024, in accordance with the Company’s equity award policies) a special retention grant of $12 million in target value of PSUs to each of Mr. Winkler, Mr. Molloy, and Dr. Saptharishi. These awards also recognize the specific skills and expertise of each of these executives and their criticality to the achievement of the Company’s long-term strategy, growth and overall success. These awards are subject to substantially the same terms as the NEOs’ 2024 regular annual awards, including the same relative multi-year TSR performance criteria as the annual LRIP awards, except the Committee determined the maximum potential payout percentage of these awards to be lower, at 200% of the target award. These retention awards have a three-year performance period beginning on the grant date of November 11, 2024. The retention awards are also not subject to any special vesting upon retirement nor any adjustment for mid-cycle promotions.
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.
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.
LONG-TERM INCENTIVES
LONG-TERM INCENTIVES The Committee designed our LTI program 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 continue to focus on expanding our safety and security products and services, evolving our LMR focus to include video security, access control and command center solutions that help protect people, property and places. These investments reflect our sharpened focus on safety and security technologies that support public safety agencies and enterprises alike, enabling the collaboration that is critical for safer communities, safer schools, safer hospitals and safer businesses. The Committee designed the LTI program to achieve this alignment through:
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) |
LONG-TERM INCENTIVES
| • | The program metrics being 100% aligned to creating more value for our shareholders |
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 |
Determining Target Award Values
| NEO | TOTAL TARGET 2023 LTI | 2024 LRIP | 2024 POs | 2024 MSUs | TOTAL TARGET 2024 LTI | YEAR-OVER- YEAR CHANGE | | BROWN | $19,800,000 | $7,621,666 | $7,621,667 | $7,621,667 | $22,865,000 | 15.5% | | WINKLER | $4,000,000 | $1,500,000 | $1,500,000 | $1,500,000 | $4,500,000 | 12.5% | | MOLLOY | $4,350,000 | $1,633,334 | $1,633,333 | $1,633,333 | $4,900,000 | 12.6% | | SAPTHARISHI | $4,000,000 | $1,500,000 | $1,500,000 | $1,500,000 | $4,500,000 | 12.5% | | NAIK | $2,000,000 | $750,000 | $750,000 | $750,000 | $2,250,000 | 12.5% |
LTI Components
LTI Components Our 100% performance-based annual LTI program includes the LRIP, POs and MSUs, each of which comprise one-third of the total LTI mix.
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. |
LTI Components
| • | The 2024-2026 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. |
LTI Components
| • | With LRIP cycles (beginning with our 2021 performance cycle) now denominated 100% in equity, the 2024 Summary Compensation Table on page 61 of this Proxy Statement will show LRIP awards in two places for 2022: (1) LRIP earned from the 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 2022-2024 LRIP cycle will be reflected in the Stock Awards column (with grant date fair value of the new LRIP PSUs at target). |
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). |
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. |
LTI Components
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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. |
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. |
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. |
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.
2024 PEER GROUP
2024 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.
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:
2024 Peer Group Companies
2024 Peer Group Companies The Committee approved the same peer group for 2024 as it did in 2023, as follows:
2024 Peer Group Companies
| Adobe Inc. | 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. | |
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 2024, the Committee considered data from the Radford Global Technology Survey and the Mercer Comptryx Survey.
Equity Usage
Equity Usage Over the years, we have modified our share granting practices to meet the changing needs of our business and drive our growth while continuing to monitor our stock-based compensation expense and overall shareholder dilution. The Committee has also delegated authority to our CEO, most senior human resources executive, Chief Financial Officer and General Counsel to make off-cycle equity grants to employees other than our Section 16 reporting officers when such employees are newly hired or promoted, in recognition of outstanding achievement or for retention. These grants are typically made on the first business day of each of March, June, September and December (during an open trading window) with respect to stock option grants to vice president level employees, and on the first business day of each month with respect to RSU grants to vice president level employees and our general employee base. For more information regarding our policies and practices on the timing of equity awards, see “Equity Grant Processes” below. At the 2015 annual meeting of shareholders, our shareholders approved the Motorola Solutions 2015 Omnibus Incentive Plan, which was an amendment and restatement of the Motorola Solutions Omnibus Incentive Plan of 2006. This reduced the total number of shares reserved and approved for issuance by approximately 7 million shares, to 12 million shares. At the 2022 annual meeting of shareholders, our shareholders approved the Motorola Solutions Amended and Restated Omnibus Incentive Plan of 2015 (the “Omnibus Plan”), effective as of May 17, 2022, which increased the total number of shares reserved and approved for issuance by 4.65 million shares. Also in 2022, the Committee agreed to extend the eligibility for our annual equity grant to lower level managers. This additional eligibility helped attract and retain top performing employees in a competitive talent market. Throughout the years, we have continued to monitor our equity-granting practices to ensure our share usage and stock-based compensation expense remain in line with competitive levels.
Equity Grant Processes
Equity Grant Processes The Committee approves all equity grants made to our Section 16 reporting officers, which includes our NEOs, with concurrence of the Board for grants to our CEO. The Committee approves and grants annual equity awards at approximately the same time each year. Each year the Committee approves (with the concurrence of the Board with respect to our CEO) the annual grant of PSUs, POs and MSUs for our eligible employees, including our NEOs, at its March meeting. Employees are not permitted to choose the grant date for their individual grants. Grants are effective on the date of the meeting, subject to the terms of our equity granting policies described below. All stock options are granted at an exercise price at or above the closing market price of our common stock on the date of grant. Equity awards, including options, are not structured to precede or coincide with the disclosure of material non-public information, such as, for example, significant earnings announcements or announcements regarding a material acquisition or similar transaction likely to result in changes to the price of our Common Stock. In addition, we do not grant any equity awards to our Section 16 reporting officers or options to our other vice president-level employees during periods in which there is material non-public information about the Company. This includes during closed trading windows established in connection with the public release of earnings information or any other event-specific closed trading window under our Insider Trading Prohibitions Policy (each, a “Closed Window”), or at any time during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Current Report on Form 8-K that discloses material non-public information (each, a “Filing Window”). If a meeting of the Committee during which equity awards are granted to our Section 16 reporting officers occurs during a Closed Window or a Filing Window, then the grant will not be effective until after the first business day following the disclosure of the applicable material non-public information, unless such day is within a Filing Window, in which case such grants will not be effective until after the first business day following the end date of the Filing Window. In addition, in 2024, we did not grant any equity awards to our Section 16 reporting officers during a Filing Window. It is not our practice to, and during the year ended December 31, 2024 we did not, time the disclosure of material non-public information for the purpose of affecting the value of executive compensation.
Equity Grant Processes
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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. 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
CHANGE IN CONTROL POLICY
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CHANGE IN CONTROL POLICY
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 69 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 71 titled “Executive Severance Plan.”
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. |
AMENDED AND RESTATED INCENTIVE COMPENSATION RECOUPMENT POLICY AND RELATED EQUITY AWARD PROVISIONS
AMENDED AND RESTATED INCENTIVE COMPENSATION RECOUPMENT POLICY AND RELATED EQUITY AWARD PROVISIONS In November 2023, the Board, upon the recommendation of each of the Committee and the Audit Committee, amended and restated our prior incentive compensation recoupment policy in order to comply with new SEC and NYSE requirements implementing the incentive-based compensation recovery provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Amended and Restated Recoupment Policy”). Consistent with the SEC and NYSE requirements, the Amended and Restated Recoupment Policy requires the Company to seek recovery of erroneously awarded incentive-based compensation received by our executive officers during any three-fiscal-year period prior to the date that the Company is required to prepare an accounting restatement due to material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. Under the Amended and Restated Recoupment Policy, the Board will determine, in its sole discretion, the method for recouping the applicable incentive-based compensation, consistent with SEC and NYSE requirements. Our Amended and Restated Recoupment Policy is included as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on February 14, 2025. In addition to the authority under our Amended and Restated Recoupment Policy, it is also the Company’s policy and practice that our equity award agreements applicable to all of our participants, including our executive officers, require the forfeiture and recovery of proceeds of stock awards, including those subject to time-based vesting, if the participant violates certain restrictions in the equity award agreements, such as confidentiality, employee and customer non-solicit and non-competition restrictive covenants, as applicable.
2024 SUMMARY COMPENSATION TABLE
2024 SUMMARY COMPENSATION TABLE The following table sets forth the total compensation of each of the Company’s NEOs, for the years ended December 31, 2024, 2023 and 2022, as applicable.
2024 SUMMARY COMPENSATION TABLE
| Name and Principal Position (a) | Year (b) | Salary ($)(1) (c) | Bonus ($) (d) | Stock Awards ($)(2,3) (e) | Option Awards ($)(3) (f) | Non-Equity Incentive Plan Compensation ($)(4) (g) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) (h) | All Other Compensation ($)(6) (i) | Total ($)(7) (j) | | Gregory Q. Brown Chairman and Chief Executive Officer | | | | | | | | | | | | 2024 | 1,350,000 | 0 | 16,831,588 | 7,621,587 | 4,635,225 | 21,418 | 393,569 | 30,853,387 | | | 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 | | Jason J. Winkler Executive Vice President and Chief Financial Officer | | | | | | | | | | | | 2024 | 849,961 | 0 | 17,751,612 | 1,499,864 | 1,621,301 | 2,479 | 88,927 | 21,814,144 | | | 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 | | John P. Molloy Executive Vice President and Chief Operating Officer | | | | | | | | | | | | 2024 | 953,846 | 0 | 18,046,068 | 1,633,308 | 1,819,461 | 10,330 | 88,363 | 22,551,376 | | | 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 | | Mahesh Saptharishi Executive Vice President and Chief Technology Officer | | | | | | | | | | | | 2024 | 849,961 | 0 | 17,751,612 | 1,499,864 | 1,621,301 | 0 | 13,800 | 21,736,538 | | | 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 | | Rajan S. Naik Senior Vice President, Strategy and Ventures | | | | | | | | | | | | 2024 | 627,192 | 0 | 1,655,866 | 749,861 | 909,241 | 0 | 32,990 | 3,975,150 | | | 2023 | 589,808 | 0 | 1,542,129 | 666,549 | 855,044 | 0 | 38,067 | 3,691,597 |
2024 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”). |
2024 SUMMARY COMPENSATION TABLE
| (2) In 2024, the amounts in column (e) reflect the aggregate grant date fair value of the long-term equity incentive awards under the 2024-2026 LRIP awarded in the form of PSUs, MSUs, and retention PSUs. Stock awards in column (e) during fiscal year 2024 are as follows: |
2024 SUMMARY COMPENSATION TABLE
| | Mr. Brown | Mr. Winkler | Mr. Molloy | Dr. Saptharishi | Dr. Naik | | 2024 MSUs | $7,621,337 | $1,499,898 | $1,633,257 | $1,499,898 | $749,750 | | 2024-2026 LRIP PSUs | 9,210,251 | 1,812,647 | 1,973,744 | 1,812,647 | 906,116 | | 2024 Retention PSUs | 0 | 14,439,067 | 14,439,067 | 14,439,067 | 0 | | TOTAL | $16,831,588 | $17,751,612 | $18,046,068 | $17,751,612 | $1,655,866 |
2024 SUMMARY COMPENSATION TABLE
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:
2024 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 |
2024 SUMMARY COMPENSATION TABLE
| Motorola Solutions Notice of 2025 Annual Meeting of Shareholders and Proxy Statement | 61 |
2024 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:
2024 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 |
2024 SUMMARY COMPENSATION TABLE
| (3) 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, 2024. If maximum performance is achieved for performance-based stock awards, the aggregate grant date fair value in column (e) is $38,268,302 for Mr. Brown, $36,409,339 for Mr. Winkler, $37,079,006 for Mr. Molloy, $36,409,339 for Dr. Saptharishi, and $3,764,792 for Dr. Naik. If maximum performance is achieved for performance-based option awards, the aggregate grant date fair value in column (f) is $19,053,897 for Mr. Brown, $3,749,590 for Mr. Winkler, $4,083,271 for Mr. Molloy, $3,749,590 for Dr. Saptharishi, and $1,874,583 for Dr. Naik. |
2024 SUMMARY COMPENSATION TABLE
| (4) In 2024, the amounts in column (g) consist of awards earned by eligible NEOs at the time under the 2024 STIP. The full amount of the 2022-2024 LRIP was granted in the form of PSUs in 2022, and is therefore reflected in column (e) for 2022. |
2024 SUMMARY COMPENSATION TABLE
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 was therefore reflected in column (e) for 2021. 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 were 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:
2024 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 |
2024 SUMMARY COMPENSATION TABLE
| (5) 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: |
2024 SUMMARY COMPENSATION TABLE
| NEO | Period | Change in Present Value of Pension Plan | Above Market Deferred Compensation Earnings | Total | | Gregory Q. Brown | Dec. 31, 2023 to Dec. 31, 2024 | $21,418 | $0 | $21,418 | | | Dec. 31, 2022 to Dec. 31, 2023 | $1,247 | $0 | $1,247 | | | Dec. 31, 2021 to Dec. 31, 2022 | ($51,334) | $0 | ($51,334) | | Jason J. Winkler | Dec. 31, 2023 to Dec. 31, 2024 | $2,479 | $0 | $2,479 | | | Dec. 31, 2022 to Dec. 31, 2023 | $1,617 | $0 | $1,617 | | | Dec. 31, 2021 to Dec. 31, 2022 | ($75,464) | $0 | ($75,464) | | John P. Molloy | Dec. 31, 2023 to Dec. 31, 2024 | $10,330 | $0 | $10,330 | | | Dec. 31, 2022 to Dec. 31, 2023 | $3,591 | $0 | $3,591 | | | Dec. 31, 2021 to Dec. 31, 2022 | ($159,181) | $0 | ($159,181) | | Mahesh Saptharishi | Dec. 31, 2023 to Dec. 31, 2024 | $0 | $0 | $0 | | | Dec. 31, 2022 to Dec. 31, 2023 | $0 | $0 | $0 | | | Dec. 31, 2021 to Dec. 31, 2022 | $0 | $0 | $0 | | Rajan S. Naik | Dec. 31, 2023 to Dec. 31, 2024 | $0 | $0 | $0 | | | Dec. 31, 2022 to Dec. 31, 2023 | $0 | $0 | $0 |
2024 SUMMARY COMPENSATION TABLE
| 62 | Motorola Solutions Notice of 2025 Annual Meeting of Shareholders and Proxy Statement |
2024 SUMMARY COMPENSATION TABLE
| (6) The amounts in column (i) for 2024 consist of (A) perquisite costs for personal use of Company aircraft, the value of a filing fee paid by the Company on behalf of Mr. Brown in connection with a Hart-Scott-Rodino Act (“HSR Act”) filing that was required as a result of his participation in the Company’s equity compensation program, 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. 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. |
2024 SUMMARY COMPENSATION TABLE
| | Perquisites | | | | | | Company Defined Contribution Plans | | | NEO | Personal Aircraft Use | HSR Act Filing Fee | Security System Monitoring | Financial Planning | Guest Attendance at Company Events | Executive Annual Physical Exam | Deferred Compensation Plan Match | 401K Plan Match | | Gregory Q. Brown | $255,452 | X | X | X | | X | $50,000 | $13,800 | | Jason J. Winkler | | | | X | X | X | $50,000 | $13,800 | | John P. Molloy | | | | X | X | X | $50,000 | $12,883 | | Mahesh Saptharishi | | | | | | | | $13,800 | | Rajan S. Naik | | | | X | | X | | $13,800 |
2024 SUMMARY COMPENSATION TABLE
| (7) Even though LRIP awards are generally made only once per year, for NEOs other than the CEO, there are two LRIP awards reflected for 2022, due to the transition from a cash-based LRIP (which is reported in the “Non-Equity Incentive Plan Compensation” column in the year earned) to a PSU-based LRIP (which is reported in the “Stock Awards” column in the year granted). More specifically, in 2022, the values of both (i) the payout of the 2020-2022 LRIP (to the extent these awards were paid in cash or stock) and (ii) the grant of the 2022-2024 LRIP PSUs (to the extent these awards were granted in PSUs) are included in the Summary Compensation Table. For 2023 and 2024, only the value of granted LRIP PSUs is reported. |
2024 SUMMARY COMPENSATION TABLE
| Motorola Solutions Notice of 2025 Annual Meeting of Shareholders and Proxy Statement | 63 |
GRANTS OF PLAN-BASED AWARDS IN 2024
GRANTS OF PLAN-BASED AWARDS IN 2024
GRANTS OF PLAN-BASED AWARDS IN 2024
| | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock Units (#) (i) | All Other Option Awards: Number of Securities Underlying Options (#) (j) | Exercise or Base Price of Option Awards ($/Sh)(5) (k) | Grant Date Fair Value of Stock and Option Awards ($) (l) | | Name (a) | Grant Type | Grant Date (b) | Approval Date(1) | Threshold ($) (c) | Target ($) (d) | Maximum ($) (e) | Threshold (#) (f) | Target (#)(2)(3)(4) (g) | Maximum (#) (h) | | | | | | Gregory Q. Brown | STIP | 1/1/2024(6) | | 0 | 3,037,500 | 5,953,500 | – | – | – | – | – | – | – | | | MSUs | 3/14/2024 | | – | – | – | 11,521 | 19,202(7) | 38,404 | – | – | – | 7,621,337 | | | POs | 3/14/2024 | | – | – | – | 16,157 | 53,859(8) | 134,647 | – | – | 342.69 | 7,621,587 | | | PSUs | 3/14/2024 | | – | – | – | 6,672 | 22,240(9) | 55,600 | – | – | – | 9,210,251 | | Jason J. Winkler | STIP | 1/1/2024(6) | | 0 | 1,062,452 | 2,082,406 | – | – | – | – | – | – | – | | | MSUs | 3/14/2024 | | – | – | – | 2,267 | 3,779(7) | 7,558 | – | – | – | 1,499,898 | | | POs | 3/14/2024 | | – | – | – | 3,179 | 10,599(8) | 26,497 | – | – | 342.69 | 1,499,864 | | | PSUs | 3/14/2024 | | – | – | – | 1,313 | 4,377(9) | 10,942 | – | – | – | 1,812,647 | | | PSUs | 11/11/2024 | 10/8/2024 | – | – | – | 7,243 | 24,146(10) | 48,292 | – | – | – | 14,439,067 | | John P. Molloy | STIP | 1/1/2024(6) | | 0 | 1,192,308 | 2,336,923 | – | – | – | – | – | – | – | | | MSUs | 3/14/2024 | | – | – | – | 2,469 | 4,115(7) | 8,230 | – | – | – | 1,633,257 | | | POs | 3/14/2024 | | – | – | – | 3,462 | 11,542(8) | 28,855 | – | – | 342.69 | 1,633,308 | | | PSUs | 3/14/2024 | | – | – | – | 1,429 | 4,766(9) | 11,915 | – | – | – | 1,973,744 | | | PSUs | 11/11/2024 | 10/8/2024 | – | – | – | 7,243 | 24,146(10) | 48,292 | – | – | – | 14,439,067 | | Mahesh Saptharishi | STIP | 1/1/2024(6) | | 0 | 1,062,452 | 2,082,406 | – | – | – | – | – | – | – | | | MSUs | 3/14/2024 | | – | – | – | 2,267 | 3,779(7) | 7,558 | – | – | – | 1,499,898 | | | POs | 3/14/2024 | | – | – | – | 3,179 | 10,599(8) | 26,497 | – | – | 342.69 | 1,499,864 | | | PSUs | 3/14/2024 | | – | – | – | 1,313 | 4,377(9) | 10,942 | – | – | – | 1,812,647 | | | PSUs | 11/11/2024 | 10/8/2024 | – | – | – | 7,243 | 24,146(10) | 48,292 | – | – | – | 14,439,067 | | Rajan S. Naik | STIP | 1/1/2024(6) | | 0 | 595,833 | 1,167,832 | – | – | – | – | – | – | – | | | MSUs | 3/14/2024 | | – | – | – | 1,133 | 1,889(7) | 3,778 | – | – | – | 749,750 | | | POs | 3/14/2024 | | – | – | – | 1,589 | 5,299(8) | 13,247 | – | – | 342.69 | 749,861 | | | PSUs | 3/14/2024 | | – | – | – | 656 | 2,188(9) | 5,470 | – | – | – | 906,116 |
GRANTS OF PLAN-BASED AWARDS IN 2024
| (1) This column indicates the date the award was approved, if different from the grant date. |
GRANTS OF PLAN-BASED AWARDS IN 2024
| (2) 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 7, 2025. 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. |
GRANTS OF PLAN-BASED AWARDS IN 2024
| (3) 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 7, 2025. 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. |
GRANTS OF PLAN-BASED AWARDS IN 2024
| (4) In the aggregate, the PSUs (at target) described in this table represent approximately 0.07% of the total shares of Common Stock outstanding on February 7, 2025. 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. |
GRANTS OF PLAN-BASED AWARDS IN 2024
| (5) 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. |
GRANTS OF PLAN-BASED AWARDS IN 2024
| (6) These grants were made pursuant to the STIP for the 2024 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. |
GRANTS OF PLAN-BASED AWARDS IN 2024
| (7) 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. |
GRANTS OF PLAN-BASED AWARDS IN 2024
| (8) 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. |
GRANTS OF PLAN-BASED AWARDS IN 2024
| (9) These PSU grants are for the 2024-2026 LRIP. Awards under the 2024-2026 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. |
GRANTS OF PLAN-BASED AWARDS IN 2024
| (10) These PSU grants are for retention purposes, and were granted at target on the grant date. For a discussion of the retention PSUs, including the target dollar value for these grants and award mechanics, see the section of this Proxy Statement titled “Compensation Discussion and Analysis – 2024 Retention Awards” on page 51. 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 200% 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. |
GRANTS OF PLAN-BASED AWARDS IN 2024
| 64 | Motorola Solutions Notice of 2025 Annual Meeting of Shareholders and Proxy Statement |
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END
OUTSTANDING EQUITY AWARDS AT 2024 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 | 3/10/2016 | 307,765(2) | 0 | | 71.22 | 3/10/2026 | 3/10/2022 | | | 14,096(4) | 6,515,594 | | | 3/9/2017 | 378,435(3) | 0 | | 81.37 | 3/9/2027 | 3/10/2022 | | | 58,057(6) | 26,835,687 | | | 3/8/2018 | 182,210(5) | 0 | | 108.47 | 3/8/2028 | 3/9/2023 | | | 29,400(14) | 13,589,562 | | | 3/22/2019 | 140,460(7) | 0 | | 138.64 | 3/22/2029 | 3/9/2023 | | | 62,220(15) | 28,759,951 | | | 3/13/2020 | 105,691(8) | 0 | | 154.95 | 3/13/2030 | 3/14/2024 | | | 38,404(17) | 17,751,481 | | | 3/8/2021 | 162,748(9) | 0 | | 179.21 | 3/8/2031 | 3/14/2024 | | | 55,600(18) | 25,699,988 | | | 3/10/2022 | 0 | | 152,320(10) | 222.30 | 3/10/2032 | | | | | | | | 3/9/2023 | 0 | | 134,637(13) | 265.18 | 3/9/2033 | | | | | | | | 3/14/2024 | 0 | | 134,647(16) | 342.69 | 3/14/2034 | | | | | | | TOTAL | | 1,277,309 | 0 | 421,604 | | | | 0 | 0 | 257,777 | 119,152,263 | | Jason J. Winkler | 3/13/2020 | 4,727(11) | 0 | | 154.95 | 3/13/2030 | 3/10/2022 | | | 3,140(4) | 1,451,402 | | | 7/1/2020 | 7,552(11) | 0 | | 135.97 | 7/1/2030 | 3/10/2022 | | | 12,932(6) | 5,977,558 | | | 3/8/2021 | 35,308(9) | 0 | | 179.21 | 3/8/2031 | 3/9/2023 | | | 5,938(14) | 2,744,722 | | | 3/10/2022 | 0 | | 33,930(10) | 222.30 | 3/10/2032 | 3/9/2023 | | | 12,570(15) | 5,810,231 | | | 3/9/2023 | 0 | | 27,197(13) | 265.18 | 3/9/2033 | 3/14/2024 | | | 7,558(17) | 3,493,534 | | | 3/14/2024 | 0 | | 26,497(16) | 342.69 | 3/14/2034 | 3/14/2024 | | | 10,942(18) | 5,057,721 | | | | | | | | | 11/11/2024 | | | 48,292(19) | 22,322,011 | | TOTAL | | 47,587 | 0 | 87,624 | | | | 0 | 0 | 101,372 | 46,857,179 | | John P. Molloy | 3/8/2021 | 37,514(9) | 0 | | 179.21 | 3/8/2031 | 3/10/2022 | | | 3,322(4) | 1,535,528 | | | 6/1/2021 | 5,085(11) | 0 | | 205.14 | 6/1/2031 | 3/10/2022 | | | 13,682(6) | 6,324,231 | | | 3/10/2022 | 0 | | 35,897(10) | 222.30 | 3/10/2032 | 3/9/2023 | | | 6,458(14) | 2,985,081 | | | 3/9/2023 | 0 | | 29,577(13) | 265.18 | 3/9/2033 | 3/9/2023 | | | 13,667(15) | 6,317,297 | | | 3/14/2024 | 0 | | 28,855(16) | 342.69 | 3/14/2034 | 3/14/2024 | | | 8,230(17) | 3,804,153 | | | | | | | | | 3/14/2024 | | | 11,915(18) | 5,507,470 | | | | | | | | | 11/11/2024 | | | 48,292(19) | 22,322,011 | | TOTAL | | 42,599 | 0 | 94,329 | | | | 0 | 0 | 105,566 | 48,795,771 | | Mahesh Saptharishi | 2/1/2019 | 37,009(12) | 0 | | 118.37 | 2/1/2029 | 3/10/2022 | | | 2,730(4) | 1,261,888 | | | 3/1/2019 | 6,388(11) | 0 | | 143.61 | 3/1/2029 | 3/10/2022 | | | 11,245(6) | 5,197,776 | | | 3/13/2020 | 4,431(11) | 0 | | 154.95 | 3/13/2030 | 3/9/2023 | | | 5,938(14) | 2,744,722 | | | 3/8/2021 | 2,395(11) | 0 | | 179.21 | 3/8/2031 | 3/9/2023 | | | 12,570(15) | 5,810,231 | | | 5/3/2021 | 4,586(11) | 0 | | 188.76 | 5/3/2031 | 3/14/2024 | | | 7,558(17) | 3,493,534 | | | 6/1/2021 | 6,356(11) | 0 | | 205.14 | 6/1/2031 | 3/14/2024 | | | 10,942(18) | 5,057,721 | | | 3/10/2022 | 0 | | 29,505(10) | 222.30 | 3/10/2032 | 11/11/2024 | | | 48,292(19) | 22,322,011 | | | 3/9/2023 | 0 | | 27,197(13) | 265.18 | 3/9/2033 | | | | | | | | 3/14/2024 | 0 | | 26,497(16) | 342.69 | 3/14/2034 | | | | | | | TOTAL | | 61,165 | 0 | 83,199 | | | | 0 | 0 | 99,275 | 45,887,883 | | Rajan S. Naik | 1/2/2018 | 3,568(11) | 0 | | 90.55 | 1/2/2028 | 3/10/2022 | | | 1,524(4) | 704,439 | | | 3/8/2018 | 8,033(11) | 0 | | 108.47 | 3/8/2028 | 3/10/2022 | | | 6,277(6) | 2,901,418 | | | 3/22/2019 | 15,167(7) | 0 | | 138.64 | 3/22/2029 | 3/9/2023 | | | 2,968(14) | 1,371,899 | | | 3/13/2020 | 11,243(8) | 0 | | 154.95 | 3/13/2030 | 3/9/2023 | | | 6,285(15) | 2,905,116 | | | 3/8/2021 | 17,344(9) | 0 | | 179.21 | 3/8/2031 | 3/14/2024 | | | 3,778(17) | 1,746,305 | | | 3/10/2022 | 0 | | 16,472(10) | 222.30 | 3/10/2032 | 3/14/2024 | | | 5,470(18) | 2,528,398 | | | 3/9/2023 | 0 | | 13,597(13) | 265.18 | 3/9/2033 | | | | | | | | 3/14/2024 | 0 | | 13,247(16) | 342.69 | 3/14/2034 | | | | | | | TOTAL | | 55,355 | 0 | 43,316 | | | | 0 | 0 | 26,302 | 12,157,575 |
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END
| (1) Market values in column (j) are based on the closing price of our Common Stock on December 31, 2024 of $462.23 per share. |
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END
| (2) 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. |
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END
| (3) 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. |
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END
| Motorola Solutions Notice of 2025 Annual Meeting of Shareholders and Proxy Statement | 65 |
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END
| (4) 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. On March 10, 2024, the second anniversary of the grant date, our stock had appreciated by 49%; therefore, one-third of the award was earned at 149% of target. Table reflects maximum with respect to the unvested one-third of the award. |
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END
| (5) 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. |
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END
| (6) 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. |
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END
| (7) 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. |
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END
| (8) 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. |
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END
| (9) These POs vested 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 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, 2024, these POs vested at 200% of target. |
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END
| (10) 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. |
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END
| (11) The grant vested in three equal annual installments commencing on the first anniversary of the grant date. |
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END
| (12) The grant vested in four equal annual installments commencing on the first anniversary of the grant date. |
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END
| (13) 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. |
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END
| (14) 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. On March 9, 2024, the first anniversary of the grant date, our stock had appreciated by 24%; therefore, one-third of the award was earned at 124% of target. Table reflects maximum with respect to the unvested two-thirds of the award. |
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END
| (15) 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. |
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END
| (16) These POs vest in one installment on the third anniversary of the March 14, 2024 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. |
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END
| (17) These MSUs vest in one-third increments on each of the first, second and third anniversary of the March 14, 2024 grant date based on stock price appreciation or depreciation, with a maximum opportunity of 200% of target. Table reflects maximum. |
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END
| (18) These PSUs vest in one installment based on the Company’s total shareholder return performance from January 1, 2024 until December 31, 2026 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 14, 2027. Any PSUs earned will convert into shares of common stock on a 1-for-1 basis on the settlement date. Table reflects maximum. |
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END
| (19) These PSUs vest in one installment based on the Company’s total shareholder return performance from November 11, 2024 until November 10, 2027 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 200%. The PSUs earned during the period, if any, will settle as soon as practicable after November 11, 2027. Any PSUs earned will convert into shares of common stock on a 1-for-1 basis on the settlement date. Table reflects maximum. |
OPTION EXERCISES AND STOCK VESTED IN 2024
OPTION EXERCISES AND STOCK VESTED IN 2024
OPTION EXERCISES AND STOCK VESTED IN 2024
| | 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 | 199,123 | 78,709,741 | 90,634 | 30,399,550 | | Jason J. Winkler | 9,472 | 2,382,877 | 19,585 | 6,569,005 | | John P. Molloy | 55,584 | 13,105,220 | 21,169 | 7,109,852 | | Mahesh Saptharishi | 0 | 0 | 8,832 | 2,980,774 | | Rajan S. Naik | 0 | 0 | 9,621 | 3,226,980 |
OPTION EXERCISES AND STOCK VESTED IN 2024
| (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. |
OPTION EXERCISES AND STOCK VESTED IN 2024
| (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. |
OPTION EXERCISES AND STOCK VESTED IN 2024
| 66 | Motorola Solutions Notice of 2025 Annual Meeting of Shareholders and Proxy Statement |
NONQUALIFIED DEFERRED COMPENSATION IN 2024
NONQUALIFIED DEFERRED COMPENSATION IN 2024 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 2024. Motorola Solutions provides 100% matching contributions on up to 4% of eligible compensation deferred above IRS qualified plan limits ($345,000 in 2024), not to exceed $50,000 in the case of the NEOs. The Deferred Compensation Plan does not provide for the payment of above-market or preferential earnings on compensation deferred thereunder. Each of the NEOs, except Dr. Saptharishi and Dr. Naik, participated in the Deferred Compensation Plan in 2024.
NONQUALIFIED DEFERRED COMPENSATION IN 2024
| Name(1) (a) | Executive Contributions in Last FY ($)(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 | 5,184,203 | 48,825 | 1,677,238 | 0 | 13,331,627 | | Jason J. Winkler | 832,761 | 48,825 | 629,703 | 0 | 4,970,000 | | John P. Molloy | 97,556 | 48,825 | 198,006 | 0 | 2,016,518 |
NONQUALIFIED DEFERRED COMPENSATION IN 2024
| (1) Dr. Saptharishi and Dr. Naik did not participate in the Deferred Compensation Plan in 2024. |
NONQUALIFIED DEFERRED COMPENSATION IN 2024
| (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), and the applicable NEO’s 2023 STIP (with respect to Messrs. Brown, Winkler and Molloy) under the Deferred Compensation Plan, which amounts are also reported as part of “Salary” (for base salary) in the 2024 Summary Compensation Table and “Non-Equity Incentive Plan Compensation” (for the 2023 STIP) in the 2023 Summary Compensation Table. |
NONQUALIFIED DEFERRED COMPENSATION IN 2024
| (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 2024 Summary Compensation Table on a pre-tax basis. |
NONQUALIFIED DEFERRED COMPENSATION IN 2024
The amounts reported in the “Aggregate Earnings in Last FY” column in the table above represent all earnings on nonqualified deferred compensation in 2024. 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.
NONQUALIFIED DEFERRED COMPENSATION IN 2024
| Fund Offering | Investment Classification | 1-Year Annualized Average Rate of Return on December 31, 2024 | | * Short-Term Investment Fund | Money Market | 5.38% | | * Short-Term Bond Fund | Short-Term Bond | 4.06% | | * Intermediate-Term Bond Fund | Intermediate-Term Bond | 1.27% | | * Large Company Equity Fund | Large Cap Blend | 24.99% | | * Mid-Sized Company Equity Fund | Mid Cap Blend | 13.94% | | * Small Company Equity Fund | Small Cap Blend | 11.67% | | * International Equity Fund | International Large Blend | 5.30% |
NONQUALIFIED DEFERRED COMPENSATION IN 2024
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.
PENSION BENEFITS IN 2024
PENSION BENEFITS IN 2024 Assumptions described in Note 8, “Retirement Benefits,” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 are also used below and incorporated by reference.
PENSION BENEFITS IN 2024
| 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 | 169,496 | 0 | | Jason J. Winkler | Pension Plan (Portable Pension Plan) | 7 Years 7 Months | 103,162 | 0 | | John P. Molloy | Pension Plan (Portable Pension Plan) | 14 Years 8 Months | 246,689 | 0 |
PENSION BENEFITS IN 2024
| (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. |
PENSION BENEFITS IN 2024
| (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. |
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) | 25,230,583 | 23,839,243 | 31,668,888 | 0 | 25,230,583 | 31,668,888 | | • Restricted, Performance and Market Stock Units (Unvested and Accelerated or Continued Vesting)(4) | 27,474,027 | 23,103,642 | 40,712,294 | 0 | 27,474,027 | 40,712,294 | | Benefits and Perquisites(5)(6) | | | | | | | | Health and Welfare Benefits Continuation(7) | 28,416 | 0 | 0 | 0 | 28,416 | 42,625 | | Financial Planning Continuation | 0 | 14,420 | 14,420 | 0 | 14,420 | 14,420 | | TOTAL | $64,857,843 | $50,307,122 | $75,745,419 | $38,942 | $64,872,263 | $88,677,169 |
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 | $860,000 | $3,870,000 | | Accrued but Unused Vacation Pay | 24,808 | 24,808 | 24,808 | 24,808 | 0 | 24,808 | | Short-Term Incentive(3) | 0 | 0 | 1,158,072 | 0 | 1,158,072 | 1,062,452 | | Long-Term Incentives | | | | | | | | • Stock Options (Unvested and Accelerated)(4) | 0 | 0 | 6,667,041 | 0 | 3,256,330 | 6,667,041 | | • Restricted, Performance and Market Stock Units (Unvested and Accelerated)(4) | 0 | 0 | 19,353,108 | 0 | 2,465,535 | 19,353,108 | | Benefits and Perquisites(5)(6) | | | | | | | | Health and Welfare Benefits Continuation(7) | 0 | 0 | 0 | 0 | 0 | 0 | | Financial Planning Continuation | 0 | 14,000 | 14,000 | 0 | 14,000 | 14,000 | | Outplacement Services | 0 | 0 | 0 | 0 | 18,000 | 0 | | TOTAL | $24,808 | $38,808 | $27,217,029 | $24,808 | $7,771,937 | $30,991,409 |
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 | $965,000 | $4,342,500 | | Accrued but Unused Vacation Pay | 27,837 | 27,837 | 27,837 | 27,837 | 0 | 27,837 | | Short-Term Incentive(3) | 0 | 1,299,615 | 1,299,615 | 0 | 1,299,615 | 1,192,308 | | Long-Term Incentives | | | | | | | | • Stock Options (Unvested and Accelerated)(4) | 0 | 0 | 7,156,184 | 0 | 3,445,155 | 7,156,184 | | • Restricted, Performance and Market Stock Units (Unvested and Accelerated)(4) | 0 | 0 | 20,053,386 | 0 | 2,662,907 | 20,053,386 | | Benefits and Perquisites(5)(6) | | | | | | | | Health and Welfare Benefits Continuation(7) | 0 | 0 | 0 | 0 | 19,284 | 38,568 | | Financial Planning Continuation | 0 | 14,420 | 14,420 | 0 | 14,420 | 14,420 | | Outplacement Services | 0 | 0 | 0 | 0 | 18,000 | 0 | | TOTAL | $27,837 | $1,341,872 | $28,551,442 | $27,837 | $8,424,381 | $32,825,203 |
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 | $860,000 | $3,870,000 | | Accrued but Unused Vacation Pay | 16,538 | 16,538 | 16,538 | 16,538 | 0 | 16,538 | | Short-Term Incentive(3) | 0 | 0 | 1,158,072 | 0 | 1,158,072 | 1,062,452 | | Long-Term Incentives | | | | | | | | • Stock Options (Unvested and Accelerated)(4) | 0 | 0 | 6,242,365 | 0 | 2,831,654 | 6,242,365 | | • Restricted, Performance and Market Stock Units (Unvested and Accelerated)(4) | 0 | 0 | 19,258,351 | 0 | 2,378,636 | 19,258,351 | | Benefits and Perquisites(5)(6) | | | | | | | | Health and Welfare Benefits Continuation(7) | 0 | 0 | 0 | 0 | 14,208 | 28,416 | | Financial Planning Continuation | 0 | 14,000 | 14,000 | 0 | 14,000 | 14,000 | | Outplacement Services | 0 | 0 | 0 | 0 | 18,000 | 0 | | TOTAL | $16,538 | $30,538 | $26,689,326 | $16,538 | $7,274,570 | $30,492,122 |
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 | $635,000 | $2,476,500 | | Accrued but Unused Vacation Pay | 12,212 | 12,212 | 12,212 | 12,212 | 0 | 12,212 | | Short-Term Incentive(3) | 0 | 0 | 649,458 | 0 | 649,458 | 595,833 | | Long-Term Incentives | | | | | | | | • Stock Options (Unvested and Accelerated)(4) | 0 | 0 | 3,286,096 | 0 | 1,580,899 | 3,286,096 | | • Restricted, Performance and Market Stock Units (Unvested and Accelerated)(4) | 0 | 0 | 4,084,727 | 0 | 1,222,136 | 4,084,727 | | Benefits and Perquisites(5)(6) | | | | | | | | Health and Welfare Benefits Continuation(7) | 0 | 0 | 0 | 0 | 19,284 | 38,568 | | Financial Planning Continuation | 0 | 14,420 | 14,420 | 0 | 14,420 | 14,420 | | Outplacement Services | 0 | 0 | 0 | 0 | 18,000 | 0 | | TOTAL | $12,212 | $26,632 | $8,046,913 | $12,212 | $4,139,197 | $10,508,356 |
Senior Vice President, Strategy and Ventures
| (6) See “Nonqualified Deferred Compensation in 2024” on page 67 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. |
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. |
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. |
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, Mr. Brown’s employment is terminated for “good reason” as defined in his employment agreement, described above. “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
Senior Vice President, Strategy and Ventures
| 74 | Motorola Solutions Notice of 2025 Annual Meeting of Shareholders and Proxy Statement |
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.
Senior Vice President, Strategy and Ventures
| Motorola Solutions Notice of 2025 Annual Meeting of Shareholders and Proxy Statement | 75 |
Senior Vice President, Strategy and Ventures
| CEO PAY RATIO |
Senior Vice President, Strategy and Ventures
| • | To calculate our CEO Pay Ratio for 2024, we used the same median employee who we identified in 2023, as permitted under SEC rules. Since the date used to select the median employee, there have been no changes to our employee population or compensation arrangements that we believe would significantly impact the pay ratio disclosure. |
Senior Vice President, Strategy and Ventures
| PAY VS. PERFORMANCE |
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 2024 Summary Compensation Table total in order to determine the PEO’s 2024 CAP are as follows: |
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 five-year period shown in the table above is described in the following bullet points. PEO
Compensation Actually Paid versus Company Performance
| • | From 2023 to 2024, compensation actually paid to the CEO increased by $87.7 million or 152%. Over this same period, the Company’s TSR increased by 49%, net income decreased by 8.9%, and one-year relative TSR percentile rank increased by 28% (from 69.9 th percentile rank to 89.6 th percentile rank). |
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). |
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). |
Compensation Actually Paid versus Company Performance
| 78 | Motorola Solutions Notice of 2025 Annual Meeting of Shareholders and Proxy Statement |
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). |
Compensation Actually Paid versus Company Performance
Non-PEO NEOs
Compensation Actually Paid versus Company Performance
| • | From 2023 to 2024, compensation actually paid to the Non-PEO NEOs increased by $26.3 million or 234%. Over this same period, the Company’s TSR increased by 49%, net income decreased by 8.9%, and one-year relative TSR percentile rank increased by 28% (from 69.9 th percentile rank to 89.6 th percentile rank). |
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). |
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). |
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). |
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 2024 to Company performance:
Compensation Actually Paid versus Company Performance
| 2024 Most Important Performance Measures | | • Relative TSR Percentile Rank | | • Stock Price | | • Non-GAAP Operating Earnings |
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.
Compensation Actually Paid versus Company Performance
| Motorola Solutions Notice of 2025 Annual Meeting of Shareholders and Proxy Statement | 79 |
Compensation Actually Paid versus Company Performance
| EQUITY COMPENSATION PLAN INFORMATION |
Compensation Actually Paid versus Company Performance
The following table summarizes the Company’s equity compensation plan information as of December 31, 2024.
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 | 3,837,238 (2)(3) | $163.11 | 10,355,346 (4) | | Equity compensation plans not approved by Motorola Solutions shareholders | – | – | – |
Compensation Actually Paid versus Company Performance
| (1) The weighted-average exercise price does not include outstanding RSUs or DSUs. |
Compensation Actually Paid versus Company Performance
| (2) Includes shares subject to outstanding options granted under the Omnibus Plan. |
Compensation Actually Paid versus Company Performance
| (3) Includes an aggregate of 1,615,525 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 2,306 RSUs which provide by their terms for cash settlement. |
Compensation Actually Paid versus Company Performance
| (4) Of these shares: (i) 4,319,392 shares remain available for future issuance under the Motorola Solutions Employee Stock Purchase Plan of 1999, as amended; and (ii) an aggregate of 6,035,954 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. |
Compensation Actually Paid versus Company Performance
| 80 | Motorola Solutions Notice of 2025 Annual Meeting of Shareholders and Proxy Statement |
Compensation Actually Paid versus Company Performance
| AUDIT COMMITTEE MATTERS |
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.