DEF 14A of Zebra Technologies Corp

Filed Mar 28, 2025 · FY20240001558370-25-003931

Open on EDGAR

Biographical Information of Zebra’s Director Nominees and Continuing Directors
Biographical Information of Zebra’s Director Nominees and Continuing Directors This section provides biographical information about the director nominees and our continuing directors, including specific professional experience and individual qualifications that led the Board to conclude that such person should serve as a director of Zebra.
Director Nominees
Director Nominees
Director Nominees
| NELDA J. CONNORS | | | Independent Class II Director (Term Expires 2025) Director since: 2022 Age: 59 Committees: ● Audit (Financial Expert) | Professional Highlights ● Pine Grove Holdings, LLC (Private investment company) o Founder, Chairwoman and Chief Executive Officer, since 2011 ● Red Arts Capital (Private investment company) o Senior Operating Partner, since 2022 ● Atkore International Inc. (formerly the Electrical and Metal Products division of Tyco International) (NYSE: ATKR) o President and Chief Executive Officer, 2008 to 2011 Public Company Board Directorships ● Carnival Corporation & plc (Cruise line operator) (NYSE: CCL), since April 2024 ● ConocoPhillips Inc. (Petroleum exploration and production company) (NYSE: COP), since September 2024 ● Otis Worldwide Corporation (Elevator manufacturer) (NYSE: OTIS), since 2022 ● Baker Hughes Holdings LLC (Oil field services company) (NYSE: BKR), 2020 to May 2024 ● Boston Scientific Corp. (Life sciences company) (NYSE: BSX), 2009 to May 2024 ● BorgWarner Inc. (Car parts and accessories manufacturer) (NYSE: BWA), 2020 to 2022 ● Enersys Inc. (Stored energy solutions provider) (NYSE: ENS), 2017 to 2021 ● Echo Global Logistics Inc. (Enterprise logistics provider) (NASDAQ: ECHO), 2013 to 2020 ● CNH Industrial NV (Agricultural machinery manufacturer) (NYSE: CNHI), 2013 to 2020 | | | Director Qualifications Ms. Connors has over 25 years of valuable technical and operating experience in global manufacturing and diversified industrial companies with highly technical products and services. The Board and Audit Committee benefit from Ms. Connors’ executive leadership skills and experience in the areas of operations and financial management, sales and marketing, quality, mergers and acquisitions, engineering, risk management and business strategy. Ms. Connors’ financial acumen, including her proficiency in financial management and financial reporting processes, as well as experience serving as a member of the audit committee on other public companies’ boards, facilitates the Board’s oversight of Zebra’s accounting, internal control and auditing functions and activities. In addition, Ms. Connors’ service as a public board member and as an independent advisor provided her with expertise in corporate governance. |
Director Nominees
| 14 | Zebra Technologies Corporation I 2025 Proxy Statement |
Director Nominees
| FRANK B. MODRUSON | | | Independent Class II Director (Term Expires 2025) Director since: 2014 Age: 65 Committees: ● Audit ● Nominating and Governance (Chair) | Professional Highlights ● Modruson & Associates, LLC (Personal consulting practice) o President, since 2015 ● Accenture PLC (Professional services company) o Chief Information Officer, 2003 to 2014 o Partner, 1997 to 2003 o Various roles, 1988 to 1997 Public Company Board Directorships ● First Midwest Bancorp, Inc. (Retail and business banking) (NASDAQ: FMBI), 2016 to 2022 ● LANDAUER, Inc. (Radiation safety products and services) (NYSE: LDR), 2017 Private Company Board Directorships ● Hy Cite Enterprises, LLC (Direct selling organization), since 2019 ● Forsythe Technologies (IT reseller) ESOP, 2014 to 2017 Other Professional Experience and Community Involvement ● Board member, Lyric Opera of Chicago ● Board member, Glen Ellyn Volunteer Fire Company | | | Director Qualifications Mr. Modruson’s technology, strategy and consulting background has provided him with proficiency in cybersecurity and risk-mitigation practices as well as expertise in technology and innovation. The Board benefits from Mr. Modruson’s extensive experience transforming information technology into an asset for Accenture. While serving as an executive, as a public company board member, and in other leadership roles, Mr. Modruson gained significant experience in mergers and acquisitions, business transformation, international business, risk management and operations. Mr. Modruson also has experience in corporate governance through his service as a member and chair of the nominating and governance committees of a number of public and private companies. Mr. Modruson’s technology business transformation expertise will be indispensable as Zebra looks to expand and move into new markets. |
Director Nominees
| Zebra Technologies Corporation I 2025 Proxy Statement | 15 |
Director Nominees
| MICHAEL A. SMITH | | | Lead Independent Director Independent Class II Director (Term Expires 2025) Director since: 1991 Age: 70 Committees: ● Compensation and Culture ● Nominating and Governance | Professional Highlights ● Fire Vision LLC (Private investment company) o Chair and Chief Executive Officer, since 2000 ● NationsBanc Montgomery Securities (Investment bank) o Manager, Investment Banking and M&A, 1994 to 1999 Private Company Board Directorships ● SRAM International Corp. (Bicycle components, design and manufacturing company), since 2011 ● Blue Star Lubrication Tech (Lubricant and metalworking fluids company), 2006 to 2017 Other Professional Experience and Community Involvement ● Board Leadership Fellow, National Association of Corporate Directors ● NACD Directorship Certified(TM) ● CERT Certificate in Cyber-Risk Oversight Program, Carnegie Mellon Software Engineering Institute | | | Director Qualifications The Board and the Committees on which Mr. Smith serves benefit from his decades of industry experience, his skills in financial services, including his proficiency in complex financial management, capital allocation and financial reporting processes, as well as his substantial knowledge of Zebra. Mr. Smith’s extensive background, including his experience as Chairman and Chief Executive Officer of FireVision LLC and service on other companies’ boards provided him with experience in overseeing the development and implementation of strategic priorities and business transformations, mergers and acquisitions, international business experience, cybersecurity risk management, as well as risk management and compliance oversight. Additionally, the Board, Nominating and Governance Committee and Compensation and Culture Committee benefit from Mr. Smith’s substantial corporate governance and executive compensation experience, including his CERT certificate in Cyber-Risk Oversight from Carnegie Mellon’s Software Engineering Institute, experience overseeing development plans for CEO and senior management, CEO performance evaluations, and CEO succession, conducting board and committee effectiveness assessments, reviewing board and committee composition and leadership, leading board transformation and refreshment, achieving NACD Directorship Certification, and engaging with investors. |
Director Nominees
| 16 | Zebra Technologies Corporation I 2025 Proxy Statement |
Continuing Directors
Continuing Directors
Continuing Directors
| WILLIAM J. BURNS | | | Chief Executive Officer Class III Director (Term Expires 2026) Director since: 2023 Age: 57 Committees: ● None | Professional Highlights ● Zebra Technologies Corporation o Chief Executive Officer, since March 2023 o Chief Product and Solutions Officer, 2015 to March 2023 ● Embrane, Inc. (Enterprise software company focused on management of virtualized network services) o Chief Executive Officer, 2014 to 2015 ● Spirent Communications plc (LSE: SPT) (Telecommunications test and measurement solutions company) o Chief Executive Officer, 2008 to 2013 o Chief Executive Officer, Communications Group, 2004 to 2008 Public Company Board Directorships ● Oshkosh Corporation (Industrial technology company and manufacturer of purpose-built vehicles and equipment) (NYSE: OSK), since July 2024 | | | Director Qualifications Mr. Burns has decades of executive experience in Hardware and Software industries serving in various executive and leadership roles. In his prior role as Zebra’s Chief Products & Solutions Officer, Mr. Burns gained meaningful insight into Zebra’s portfolio of products and the markets we serve. In addition, Mr. Burns has extensive management experience in technology innovation, product development, disruptive innovation, new business models and business model extension, and addressing emerging technology trends. Mr. Burns also offers the Board a broad range of skills, including knowledge of public company corporate governance, corporate strategy and planning, international operations, manufacturing, technology and innovation, sales and marketing, and mergers and acquisitions. |
Continuing Directors
| Zebra Technologies Corporation I 2025 Proxy Statement | 17 |
Continuing Directors
| LINDA M. CONNLY | | | Independent Class III Director (Term Expires 2026) Director since: 2020 Age: 59 Committees: ● Audit ● Nominating and Governance | Professional Highlights ● Bain & Company (Management consulting firm) o External Advisor, since January 2025 o Partner, Commercial Excellence, 2020 to 2024 o Expert Advisor, 2018 to 2020 ● Connly Advisory Group LLC (Personal consulting practice) o Chief Executive Officer, since 2018 ● RackSpace Technology, Inc. (NASDAQ: RXT) (Cloud computing company) o Interim Executive Vice President and Managing Director, America, 2018 to 2019 ● Dell Technologies (NYSE: DELL) (Data infrastructure provider) o Senior Vice President, Operations and Customer Strategy, Infrastructure Solutions Group, 2016 to 2018 ● EMC Corporation (Enterprise data storage company) (acquired by Dell Technologies in 2016) o Senior Vice President, Go-to-Market Integration, 2015 to 2016 o Various leadership roles in sales, marketing and operations, 2000 to 2015 Public Company Board Directorships ● Carbonite, Inc. (NASDAQ: CARB) (Cloud and hybrid backup solutions provider) (acquired by OpenText Corporation in 2019), 2019 Private Company Board Directorships ● Presidio, Inc. (Global digital solutions and services provider) (acquired by Clayton Dublier & Rice and BC Partners in April 2024), 2020 to April 2024 Other Professional Experience and Community Involvement ● Advisor, Wasabi Technologies (Cloud storage solution provider), 2019 to 2020 ● Trustee, Saint Anselm College, 2020 to 2022 ● Board Member, Old Sturbridge Village, 2008 to 2014 | | | Director Qualifications Ms. Connly is an operating executive, director and consultant with over 25 years of broad cross-functional experience. The Board benefits from Ms. Connly’s deep expertise in revenue acceleration, sales resource optimization, mergers and acquisition integration, and go-to-market and high velocity sales channels. Ms. Connly also has valuable experience in technology and innovation, as well as experience in overseeing the development and implementation of strategic priorities and business transformation from hardware to software solutions. Ms. Connly’s service as a public board member has also provided her with proficiency in corporate governance. Ms. Connly’s extensive background and experience in the technology industry and go to market strategies will be valuable to Zebra as we expand into new markets and solutions. |
Continuing Directors
| 18 | Zebra Technologies Corporation I 2025 Proxy Statement |
Continuing Directors
| SATISH DHANASEKARAN | | | Independent Class I Director (Term Expires 2027) Director since: 2023 Age: 52 Committees: ● Compensation and Culture | Professional Highlights ● Keysight Technologies, Inc. (NYSE: KEYS) (Electronic test and measurement equipment company) (spun off from Agilent Technologies Inc. in 2014) o President and Chief Executive Officer, since 2022 o Chief Operating Officer, 2020 to 2022 o Senior Vice President and President, Communication Solutions Group, 2017 to 2020 o General Manager, 2014 to 2017 ● Agilent Technologies Inc. (NYSE: A) (Life sciences company) o Various leadership roles in business development, 2006 to 2014 Other Professional Experience and Community Involvement ● Sponsor, Keysight’s participation on the United States Federal Communications Commission Technological Advisory Committee ● Member, NextG Alliance | | | Director Qualifications Mr. Dhanasekaran has decades of experience in communications technology and electronic design and test industries and provides value to our Board by being a strategic thinker with an affinity for innovation. The Board benefits from his proven experience transforming organizations to “outside in” industry design through active participation in industry consortiums and engagement with in-house technology teams. In addition, Mr. Dhanasekaran has gained experience in leading and developing innovative culture and attracting and retaining technology talent, mergers and acquisitions, integration, as well as international business while serving as an executive and in other leadership roles. |
Continuing Directors
| Zebra Technologies Corporation I 2025 Proxy Statement | 19 |
Continuing Directors
| ANDERS GUSTAFSSON | | | Executive Chair Class III Director (Term Expires 2026) Director since: 2007 Age: 64 Committees: ● None | Professional Highlights ● Zebra Technologies Corporation o Chief Executive Officer, 2007 to March 2023 ● Spirent Communications plc (Automated network testing solutions provider) o Chief Executive Officer, 2004 to 2007 ● Tellabs, Inc. (Networking solutions provider) o Senior Executive Vice President Global Business Operations, 2004 o Various other executive roles, 2000 to 2004 Public Company Board Directorships ● NetApp Inc. (Data infrastructure company) (NASDAQ: NTAP), since November 2023 ● International Paper Company (Pulp and paper company) (NYSE: IP), since 2019 ● Dycom Industries Inc. (Specialty telecommunications contracting services provider) (NYSE: DY), 2013 to 2020 | | | Director Qualifications Mr. Gustafsson has extensive executive-level experience, bringing to the Board a broad range of skills, including leadership of complex organizations, corporate strategy and planning, financial controls and accounting, corporate finance, international operations, manufacturing, sales and marketing and mergers and acquisitions. In addition, Mr. Gustafsson has gained meaningful experience in technology and innovation, including product development, disruptive innovation, new business models, cybersecurity, and technology trends. While serving as a director on public company boards, Mr. Gustafsson has gained proficiency in risk management and compliance oversight, corporate governance as well as environmental, sustainability and public policy. The Board benefits from Mr. Gustafsson’s deep knowledge of Zebra’s business and industry. |
Continuing Directors
| 20 | Zebra Technologies Corporation I 2025 Proxy Statement |
Continuing Directors
| ROSS W. MANIRE | | | Independent Class I Director (Term Expires 2027) Director since: 2003 Age: 73 Committees: ● Audit (Chair) (Financial Expert) ● Nominating and Governance | Professional Highlights ● ExteNet Systems, Inc. (Wireless networking company) o President and Chief Executive Officer, 2002 to 2018 ● Flextronics International, Ltd. (Electronics manufacturer) o President, Enclosure Systems Division, 2000 to 2002 ● Chatham Technologies Inc. (Electronic enclosure manufacturer) (Acquired by Flextronics International Ltd. in 2000) o President and Chief Executive Officer, 1999 to 2000 ● US Robotics (Computer modems and related products company) o Various executive roles, 1991 to 1998 ● Ernst & Young LLP (Professional services partnership) o Partner, Entrepreneurial Service Group, 1984 to 1989 Public and/or Investment Company Board Directorships ● Andersons, Inc. (Agribusiness) (NASDAQ: ANDE), since 2008 ● Columbia Capital (Private investment company), since 2019 Private Company Board Directorships ● Hellen Systems, Inc. (Positioning, navigating, and timing technology company), since 2022 ● Quicket Solutions, Inc. (Cloud-based workflow automation company), since 2021 ● Vivacity LLC (Telecommunications company), since 2019 | | | Director Qualifications Mr. Manire brings over 30 years of business management, finance and leadership to the Board. His extensive background and experience as an executive officer and as a public company board member provide him with a vast skill set including experience in mergers and acquisitions, international business, marketing and sales, technology and innovation, cybersecurity risk management, as well as corporate governance. Mr. Manire’s robust financial and accounting experience facilitates the Board’s oversight of Zebra’s accounting, internal control and auditing functions and activities. In addition, his outsourced manufacturing experience provides him with important expertise with respect to Zebra’s use of contract manufacturers. The Board benefits from Mr. Manire’s telecommunications industry experience and his appreciation for the challenges facing the Company’s operations due to his broad business, operational, accounting and financial knowledge and experience. |
Continuing Directors
| Zebra Technologies Corporation I 2025 Proxy Statement | 21 |
Continuing Directors
| KENNETH B. MILLER | | | Independent Class I Director (Term Expires 2027) Age: 54 Director Since: 2024 Committees: ● Audit (Financial Expert) ● Compensation and Culture | Professional Highlights ● Juniper Networks, Inc. (AI networking and cloud computing company) o Executive Vice President and Chief Financial Officer, since 2016 o Various accounting and financial leadership roles, 1999 to 2016 ● Ernst & Young LLP (Professional services partnership) o Various accounting and financial leadership roles, 1993 to 1999 Other Professional Experience and Community Involvement ● Member, CFO Leadership Council ● Speaker, Santa Clara University School of Business ● 2022 Nominee, Bay Area CFO of the Year | | | Director Qualifications Mr. Miller brings over 30 years of public company financial acumen to the Board. He also brings experience in international business, technology and innovation, mergers and acquisitions and associated integrations, strategic planning, corporate governance, enterprise risk management, and cybersecurity. Mr. Miller’s public company financial acumen, as well as his experience serving as an external auditor, will also bolster the Board’s oversight of Zebra’s accounting, internal control and auditing functions and activities. |
Continuing Directors
| 22 | Zebra Technologies Corporation I 2025 Proxy Statement |
Continuing Directors
| JANICE M. ROBERTS | | | Independent Class III Director (Term Expires 2026) Director since: 2013 Age: 69 Committees: ● Compensation and Culture (Chair) | Professional Highlights ● Benhamou Global Ventures LLC (Venture capital firm) o Partner and Advisory Partner on various funds, 2014 to present ● Mayfield Fund (Venture capital firm) o Managing Director, 2000 to 2013 ● 3Com Corporation (Digital electronics manufacturer) o Various global executive roles, including President of Palm Computing, 1992 to 2000 ● BICC.DataNetworks Ltd. (Networking and Communications company) o Managing Director, 1990 to 1992 Public Company Board Directorships ● NETGEAR, Inc. (Computer networking company) (Nasdaq: NTGR), since 2019 ● Zynga Inc. (Social game developer company) (NASDAQ: ZNGA), 2017 to 2022 ● RealNetworks, Inc. (Digital media, mobile messaging content and streaming services) (NASDAQ: RNWK), 2010 to 2020 ● ARM Holdings Plc (Semiconductor and software company), 2011 to 2016 Private Company Board Directorships ● Totango Inc. (Enterprise customer success software platform), since 2022 ● Uneeq Ltd. (AI-centric digital human solutions), since 2022 ● VIVIDQ Ltd (Holographic display technology) since 2023 ● Good Samaritan Hospital, San Jose (HCA Healthcare) Member of Board of Trustees, January 2024 to present | | | Director Qualifications Ms. Roberts has almost four decades of global technology operating and venture capital experience, including over 30 years in Silicon Valley. She has held executive roles in Europe and the US, including marketing, sales, business development, mergers, acquisitions and general management, all with global responsibilities. Ms. Roberts is entrepreneurial, product and customer-centric with expertise across multiple product areas and sectors including networking, communications and mobile solutions, software, services, semiconductors and applications, spanning enterprise, small business, service providers and consumer markets. She has a proven track record of success, leadership, execution and innovation in diverse organizations, environments, industries and cultures. Ms. Roberts currently balances a diverse board portfolio of technology growth companies with early stage investing in innovative new businesses. This is particularly relevant to Zebra as it continues to transition to more digital, software and service and intelligent automation business opportunities. Ms. Roberts also has considerable board governance experience and capabilities with public, private and non-profit organizations in North America, Europe and Asia; especially relating to strategy, M&A and compensation (developing significant new executive programs) and team development. She has worked across all committees in her career, having served as chair of the compensation committee, lead independent director and on audit, compensation, special litigation and strategy committees. |
Continuing Directors
| Zebra Technologies Corporation I 2025 Proxy Statement | 23 |
Director Compensation
Director Compensation Zebra’s director compensation program is designed to attract and retain highly qualified non-employee directors. The annual compensation for our non-employee directors consists of both cash to compensate directors for their services on the Board of Directors and its committees, and equity to align the interests of our directors with those of our stockholders. Director compensation is approved by the Board based on the recommendations of the Compensation and Culture Committee. In making such recommendations, the Compensation and Culture Committee takes into consideration market data and whether such recommendation aligns with the interests of our stockholders. The Compensation and Culture Committee reviews non-employee director compensation with its independent compensation consultant annually. In November 2023, the Compensation and Culture Committee reviewed market data on both non-employee director compensation and the financial performance of the peer group as well as general industry data and high-tech industry data for companies similar to Zebra. (For more information on the peer group, see CD&A — Our Compensation Approach, beginning on page 61). The Compensation and Culture Committee also reviewed data regarding the cash compensation awarded to the chairs and members of the Board’s standing committees. Using this data, the Compensation and Culture Committee determined that the 2023 total mix of compensation for the non-employee directors was generally aligned with the peer group and high-tech market medians. Therefore, the Compensation and Culture Committee recommended to the Board and the Board decided to keep our non-employee director compensation the same for 2024.
Director Compensation
| Zebra Technologies Corporation I 2025 Proxy Statement | 37 |
Elements of Director Compensation
Elements of Director Compensation Our non-employee director compensation for 2024 was awarded with a combination of cash and equity, as shown below.
Elements of Director Compensation
| Annual cash retainer | ● $90,000 for all non-employee directors | | Annual equity retainer | ● Target grant date fair value of $220,000 for all non-employee directors ● Awarded in the form of fully-vested common stock | | Annual cash retainer for the Chair of the Board and the Lead Independent Director | ● $100,000 | | Annual cash retainer for committee chairs | ● $30,000 for the Compensation and Culture Committee chair ● $30,000 for the Audit Committee Chair ● $15,000 for the Nominating and Governance Committee chair | | Annual cash retainer for non-chair committee members | ● $15,000 for each Compensation and Culture Committee member ● $15,000 for each Audit Committee member ● $10,000 for each Nominating and Governance Committee member | | Additional meeting fees | ● $2,000 for each in-person Board meeting in excess of five in-person Board meetings per year ● $1,000 for each special Board meeting in excess of two special Board meetings per year ● $1,500 for the chair and $1,000 for other committee members for each in-person committee meeting in excess of five in-person committee meetings per year, with no additional fee for special committee meetings |
Elements of Director Compensation
Non-employee directors may participate in our non-qualified deferred compensation plan and Zebra’s group medical and dental plans, and they are reimbursed for expenses incurred in attending Board and committee meetings. Mr. Burns does not receive additional compensation for his service as a director.
2024 Non-Employee Director Compensation
2024 Non-Employee Director Compensation In May 2024, the Compensation and Culture Committee approved annual equity grants for each of the nine non-employee directors. These awards had a target value of $220,000 and were awarded in the form of 696 shares of fully-vested common stock for each non-employee director with an actual value of $220,284. The following table provides information regarding the compensation of our non-employee directors for 2024.
2024 Non-Employee Director Compensation
| | Fees Earned or | Stock | All Other | | | Name | Paid in Cash ($) | Awards ($)(1) | Compensation ($) | Total ($) | | Linda M. Connly | 112,456 | 220,284 | — | 332,740 | | Nelda J. Connors | 106,000 | 220,284 | — | 326,284 | | Satish Dhanasekaran | 106,000 | 220,284 | — | 326,284 | | Anders Gustafsson(2) | 123,664 | 220,284 | — | 343,948 | | Richard L. Keyser | 46,430 | — | — | 46,430 | | Ross W. Manire | 131,000 | 220,284 | — | 351,284 | | Kenneth B. Miller | 68,788 | 220,284 | — | 289,072 | | Frank B. Modruson | 116,000 | 220,284 | — | 336,284 | | Janice M. Roberts | 115,684 | 220,284 | — | 335,968 | | Michael A. Smith | 221,000 | 220,284 | — | 441,284 |
2024 Non-Employee Director Compensation
| (1) The amounts in the table represent the aggregate grant date fair value for these awards computed in accordance with Financial Accounting Standards Codification 718, Compensation — Stock Compensation. Please see Note 15, “Share-Based Compensation,” of Zebra’s consolidated financial statements included in Zebra’s Annual Report on Form 10-K for the year ended December 31, 2024, for a discussion of assumptions made in calculating the grant date fair value of these awards. |
2024 Non-Employee Director Compensation
| (2) Mr. Gustafsson also received $79,998 as an employee of the Company for his service as Executive Chair from January 1, 2024 through May 9, 2024; this amount is not included in the Fees Earned or Paid in Cash. |
2024 Non-Employee Director Compensation
| 38 | Zebra Technologies Corporation I 2025 Proxy Statement |
Executive Summary – Compensation Discussion and Analysis
| 2024 Business Highlights and Performance | 45 | | Stockholder Engagement and Responsiveness to 2024 Say-on-Pay Result | 46 | | Board Actions in Response to 2024 Say-on-Pay Feedback | 48 | | Overview of Our Executive Compensation Program | 49 | | Compensation Governance Practices | 49 | | Roles of Management, Compensation and Culture Committee, and Independent Compensation Consultant | 50 | | Compensation Components | 51 | | 2024 Pay for Performance Outcomes | 53 | | Annual Cash Compensation in 2024 | 54 | | 2024 Base Salaries | 54 | | 2024 Annual Cash Incentive Awards | 54 | | 2024 Long-Term Equity Incentive Awards | 57 | | Form of Awards | 57 | | Target Awards | 57 | | Time-Vested Restricted Stock Units Granted in 2024 | 58 | | Performance-Vested Restricted Stock Units Granted in 2024 | 58 | | How Performance-Vested Restricted Stock Units Are Earned | 59 | | Performance-Vested Restricted Stock Units Earned in 2024 | 60 | | PVRSUs with Performance Period ending December 31, 2024 | 60 | | Our Compensation Approach | 61 |
Stockholder Engagement and Responsiveness to 2024 Say-on-Pay Result
| May – Jun 2024 Post Annual Meeting | Post Annual Meeting Following our Say-on-Pay vote, the Committee and the Nominating and Governance Committee considered the results, carefully reviewed stockholder feedback and put in place a plan for an expanded engagement effort to determine stockholders’ rationale for adverse votes. | | Jul – Aug 2024 Summer Engagement and Consideration of Feedback | Summer Engagement and Consideration of Feedback Our new Committee Chair, Janice Roberts, and senior members of our management team conducted a summer “listening tour” of meetings with stockholders representing approximately 20% of our stock outstanding. All meetings were with stockholders who had not supported our Say-on-Pay proposal at the 2024 Annual Meeting. During these meetings, our stockholders: ● Conveyed concern with the magnitude, vesting period and performance criteria of the one-time equity grant to the former Executive Chair and noted preference for a commitment limiting future one-time awards ● Discussed preference for enhanced disclosure of quantitative targets in the short-term incentive plan ● Provided feedback on our performance-based equity awards and related disclosure ● Requested clarity and transparency regarding any future severance payments for involuntary terminations | | | |
Board Actions in Response to 2024 Say-on-Pay Feedback
| WHAT WE HEARD FROM STOCKHOLDERS | WHAT WE DID | | Expressed concern with the one-time equity grant to the former Executive Chair and noted preference for no future one-time awards | Committed to not grant a one-time award outside of extraordinary circumstances | | Requested greater disclosure regarding the quantitative targets in the short-term incentive plan | Added the dollar values and percentages of the threshold, target and maximum goals for the short-term incentive plan metrics in our proxy statement | | Discussed ways to provide additional insight around the structure of our long-term incentive program | Enhanced disclosure on the program design and goals to illustrate how this plan retains executives, is aligned with stockholder interests and drives performance | | Requested clarity and transparency around severance payments for involuntary terminations | Committed to provide enhanced disclosure if severance payments are made associated with involuntary terminations | | Requested clearer disclosure on feedback from stockholder engagement and how these discussions shape responsive actions | Added new sections in the CD&A on stockholder engagement and the process undertaken by our Board and management team to incorporate feedback into program design and disclosure |
Compensation Governance Practices
| ● | Link a meaningful percentage of an executive’s compensation to Company performance and strategy, with a balance between short-term and long-term performance; |
Compensation Governance Practices
| ● | Robust stock ownership guidelines that align executives with long-term interests of stockholders. |
Compensation Governance Practices
| WHAT WE DO | WHAT WE DON’T DO | | A significant portion of executive pay is at-risk because it is based on performance and ultimately may not be earned | We expressly forbid option and stock appreciation rights repricing without stockholder approval | | We align compensation with stockholder interests by linking incentive compensation to Zebra’s overall performance | We expressly forbid exchanges of underwater options or stock appreciation rights for cash | | We review competitive compensation data, responsibilities of the role, tenure, and experience in setting target NEO compensation | We do not provide excessive perquisites | | We have robust Stock Ownership Guidelines for our Executive Officers and directors, who must retain at least 50% of vested equity awards or exercisable stock appreciation rights until Guidelines are met | We do not guarantee salary increases or non-performance-based bonuses | | We maintain caps on performance-based annual and long-term incentive payouts | Our Securities Transactions and Confidentiality Policy expressly prohibits hedging, pledging and short selling Zebra securities | | We consider, and attempt to mitigate, risk in our compensation program | We do not provide one-time awards outside of extraordinary circumstances | | We use an independent compensation consultant | We do not offer excise tax gross-ups | | We have “double-trigger” accelerated vesting of equity awards, which requires both a change in control and an involuntary termination | | | We conduct an annual talent management review, including succession planning | | | Our Clawback Policy covers recoupment of time-based and performance-based equity-based incentive compensation (vested or unvested) | |
Roles of Management, Compensation and Culture Committee, and Independent Compensation Consultant
Roles of Management, Compensation and Culture Committee, and Independent Compensation Consultant
Roles of Management, Compensation and Culture Committee, and Independent Compensation Consultant
| Role of Management | ● CEO makes recommendations to the Committee for other NEO’s compensation considering market practices and data, individual and company performance, and the independent compensation consultant’s guidance. | | Role of Our Compensation and Culture Committee | ● The Committee named a new Chair, Janice Roberts, and added a new member, Ken Miller, since the 2024 Annual Meeting. ● The Committee consists entirely of independent directors, none of whom have ever been employed by Zebra. ● The Committee oversees Zebra’s compensation and benefit programs, particularly as those programs apply to our NEOs and non-employee directors. ● The Committee makes final decisions regarding all aspects of compensation for our NEOs other than the CEO. ● The Committee recommends a compensation package and the related performance targets for the CEO for final approval by the Board. | | Role of the Independent Compensation Consultant | ● In 2024, the Committee initiated a review of our independent compensation consultant. ● Following a comprehensive review, the Committee engaged FW Cook effective in August 2024. Prior to that, Willis Towers Watson plc (“WTW”) was our independent compensation consultant. ● Our consultant provides an independent perspective on our compensation program, competitive peer group and executive compensation data, analysis and guidance to support the Committee. ● The Committee annually assesses our consultant’s independence pursuant to relevant Securities and Exchange Commission and Nasdaq rules. To that end, the Committee reviewed the independence of WTW and FW Cook and concluded that no conflict of interest existed that would prevent either of these consultants from providing independent advice. |
Roles of Management, Compensation and Culture Committee, and Independent Compensation Consultant
| 50 | Zebra Technologies Corporation I 2025 Proxy Statement |
Compensation Components
| | | Element | Description | Link to Strategy and Performance | Target Compensation Mix | | | | | | | | CEO | Other NEOs | | FIXED | SHORT-TERM | BASE SALARY | • Provides base compensation that is predictable and market competitive • Reflects the scope and complexity of NEOs’ roles and responsibilities | • Rewards current contributions to the Company • Attracts and retains high-level talent | | | | AT-RISK | | ANNUAL CASH INCENTIVE AWARDS | • Paid out in cash after 1-year performance period • Committee sets goals for each metric at the beginning of the performance period • Earned (or not) based on performance of Adjusted EBITDA (50%), Net Sales (30%) and Enterprise Asset Intelligence (“EAI”) Index performance (20%) goals • Payout based on achievement against goals and approved by the Committee | • Provides opportunity for near-term cash bonus based on the achievement of short term strategic corporate objectives | | | | | LONG-TERM | TIME-VESTED RESTRICTED STOCK UNITS [40% of target equity value] | • Value is tied to Company performance and stock price • Vests ratably over three years | • Part of balanced equity program to reinforce retention | | | | | | PERFORMANCE-VESTED RESTRICTED STOCK UNITS [60% of target equity value] | • Paid out in stock after 3-year performance period • Committee sets a cumulative 3- year goal and three annual goals at the beginning of the performance period • Earned (or not) based on results against performance targets for Sales CAGR (50%), adjusted EBITDA margin (30%) and FCF conversion (20%) • Value is tied to Company performance and stock price • Payout based on achievement against goals and approved by the Committee | • Provides incentive to achieve key objectives intended to maximize stockholder value • Links achievement of strategic corporate objectives, which are intended to drive long term growth | | |
2024 Pay for Performance Outcomes
| Our Pay Outcomes Reflected the Team’s Strong Efforts to Return to Growth in 2024 Over a Challenging 3-Year Period | | | Annual Cash Incentive | Performance-Vested Restricted Stock Awards | | 175.3% Payout | 20% of Target Vesting | | No individual adjustments were applied in 2024, and financial performance resulted in payments of 175.3% of target for all NEOs | Performance-vested restricted stock, with a performance period ending on December 31, 2024, was earned at 20% of target |
2024 Annual Cash Incentive Awards
2024 Annual Cash Incentive Awards
Target Awards
Target Awards The 2024 Zebra Incentive Plan (“ZIP”) provides for an annual cash incentive award based on the achievement of pre-determined financial performance goals. All NEOs participated in the 2024 ZIP. For each NEO, the Committee (or, in the case of Mr. Burns, the Board) establishes a target annual incentive award, which is set as a percentage of base salary. The Committee discussed each NEO’s performance with Mr. Burns and compared each NEO’s target annual incentive — both the percentage of base salary and the absolute dollar amount — to the market. There were no changes to the ZIP targets in 2024. The 2024 target annual and maximum incentive percentages for NEOs were established as follows:
Target Awards
| | 2024 ZIP Target | 2024 Potential Maximum Payout | | Named Executive Officer | (As a % of Base Salary) | (As a % of Base Salary) | | William Burns | 135% | 270% | | Nathan Winters | 100% | 200% | | Joseph White | 100% | 200% | | Cristen Kogl | 80% | 160% | | Jeffrey Schmitz | 80% | 160% |
Annual Cash Incentive Plan Performance Metrics
Annual Cash Incentive Plan Performance Metrics Our 2024 ZIP incentivizes and rewards for achievements against full-year financial goals.
Annual Cash Incentive Plan Performance Metrics
| Consolidated Net Sales (30%) | + | Adjusted EBITDA (50%) | + | EAI Index Performance (20%) | = | Total ZIP Performance Percentage |
Annual Cash Incentive Plan Performance Metrics
| Awards are subject to an overall maximum of 200% of target bonus |
Annual Cash Incentive Plan Performance Metrics
For the 2024 ZIP, the Compensation and Culture Committee selected the three financial performance metrics:
Annual Cash Incentive Plan Performance Metrics
| 1 | 2024 Net Sales ● Defined as consolidated Net Sales before adjustments for purchase accounting ● Encourages annual sales growth and is measured in dollars | 2 | 2024 Adjusted EBITDA ● Defined as EBITDA and other income/expense, adjusted to remove equity-based compensation expense, adjustments for purchase accounting and certain non-recurring charges ● Measures generation of absolute adjusted EBITDA | 3 | 2024 EAI Index ● Defined as a measure of Zebra’s sales of EAI offerings and is based on sales of specific EAI-related solutions ● Focuses NEOs on Zebra’s long-term strategic goal of driving our EAI vision and securing our market position |
Annual Cash Incentive Plan Performance Metrics
The consolidated net sales, Adjusted EBITDA and EAI Index metrics were selected to encourage a focus on profitable sales growth. These metrics balance both short and long-term decisions, focusing our NEOs on maintaining profitability in our core business while expanding into new markets. The Committee set the following threshold, target and maximum performance goals for each metric based on the 2024 business plan. Failure to achieve threshold for a metric will result in a 0% payout for that metric.
2024 Financial Performance Results and Payout Percentage
2024 Financial Performance Results and Payout Percentage The percentage and actual dollar value of Zebra’s threshold, target and maximum performance goals for the three ZIP metrics and the corresponding funding for the NEOs are shown below.
2024 Financial Performance Results and Payout Percentage
| Performance Goal | Performance Threshold | Performance Target | Performance Maximum | | Net Sales | 92.5% | 100.0% | 105.0% or more | | Adjusted EBITDA | 80.0% | 100.0% | 112.5% or more | | EAI Index | 75.0% | 100.0% | 115.0% or more | | Associated payout | 50% | 100% | 200% |
2024 Financial Performance Results and Payout Percentage
| Zebra Technologies Corporation I 2025 Proxy Statement | 55 |
2024 Financial Performance Results and Payout Percentage
| | Performance | Performance | Performance | Actual | | | | Threshold | Target | Maximum | Performance | Payout | | Performance Goal | (50% of target payout) | (100% of target payout) | (200% of target payout) | Achievement | Percentage | | Net Sales | | | | $4,981.1 million, or 105.5% of target | 200% | | Adjusted EBITDA | | | | $1,047.0 million, or 113.8% of target | 200% | | EAI Index | | | | $440.7 million, or 88.1% of target | 76.3% |
2024 Financial Performance Results and Payout Percentage
The performance on these individual metrics is converted to a percentage as follows:
2024 Financial Performance Results and Payout Percentage
| (Annual Net Sales Performance x 30%) | + | (Annual Adjusted EBITDA Performance x 50%) | + | (Annual EAI Index Performance x 20%) | = | Total ZIP Performance Percentage |
2024 Financial Performance Results and Payout Percentage
Applying this formula to Zebra’s actual performance results in a ZIP payout for 2024 of 175.3% of target for our NEOs, as shown below:
2024 Financial Performance Results and Payout Percentage
| (200% x 30%) | + | (200% x 50%) | + | (76.3% x 20%) | = | 175.3% |
2024 Annual Cash Incentive Awards for the NEOs
2024 Annual Cash Incentive Awards for the NEOs
2024 Annual Cash Incentive Awards for the NEOs
| | Target Bonus | ZIP Performance | Actual | | Named Executive Officer | Opportunity | Percentage | Award | | William Burns | $1,350,002 | 175.3% | $2,366,554 | | Nathan Winters | $625,000 | 175.3% | $1,095,624 | | Joseph White | $549,995 | 175.3% | $964,141 | | Cristen Kogl | $479,999 | 175.3% | $841,439 | | Jeffrey Schmitz | $424,001 | 175.3% | $743,273 |
2024 Annual Cash Incentive Awards for the NEOs
| 56 | Zebra Technologies Corporation I 2025 Proxy Statement |
2024 Long-Term Equity Incentive Awards
2024 Long-Term Equity Incentive Awards
Form of Awards
| 1. | Time-vested restricted stock units (“RSUs”), which vest ratably over three years; and |
Form of Awards
| 2. | Performance-vested restricted stock units (“PVRSUs”), which are earned (or not) based on results of three financial measures during a three-year performance period and cliff vests three years after grant. |
2024 LTI Awards
2024 LTI Awards Each year the Committee reviews the allocation of awards among the equity vehicles to ensure alignment with Zebra’s stockholders and to reflect current market practices. No changes were made to awards in 2024.
Target Awards
Target Awards The Committee, with the independent consultant’s advice, makes a recommendation of a LTI award for the CEO to the Board. After reviewing market data, and based on 2023 performance, the Committee recommended, and the Board approved, that Mr. Burns’ LTI award value be consistent with what he was granted in 2023. The Committee sets LTI values for the NEOs other than the CEO. In March 2024, the Committee reviewed market data when considering LTI values for the NEOs. Based on that data, and Zebra’s 2023 performance, the CEO recommended, and the Committee approved, maintaining 2023 compensation levels for 2024, with the exception of Mr. White’s LTI award, which was increased to be more competitive with market following his first year of service as the Chief Product & Solutions Officer. The 2024 LTI awards granted to the NEOs were effective May 2, 2024. When calculating the number of shares of PVRSUs and RSUs, the actual number of units was set by dividing the value of the LTI award for each vehicle by the closing price of our common stock on the day prior to the grant date. The following table shows the grant date fair value of LTI awards for each NEO in 2024, and the number of PVRSUs and RSUs granted.
Target Awards
| | Total Value of | Shares of Time-Vested | Target Shares of Performance- | | Named Executive Officer | LTI Award | Restricted Stock | Vested Restricted Stock | | William Burns | $10,000,000 | 12,943 | 19,415 | | Nathan Winters | $3,750,000 | 4,854 | 7,281 | | Joseph White | $2,875,000 | 3,722 | 5,582 | | Cristen Kogl | $2,250,000 | 2,913 | 4,369 | | Jeffrey Schmitz | $2,000,000 | 2,589 | 3,883 |
Time-Vested Restricted Stock Units Granted in 2024
Time-Vested Restricted Stock Units Granted in 2024 To provide a significant long-term perspective and retention incentive, the Committee determined that the time-vested restricted stock granted in 2024 to the NEOs will vest one-third on each of the first three anniversaries of the grant date. For more information regarding our NEOs’ time-vested restricted stock that vested in 2024, see Options and Stock Appreciation Rights Exercised and Stock Vested in 2024 on page 68.
Performance-Vested Restricted Stock Units Granted in 2024
Performance-Vested Restricted Stock Units Granted in 2024 The overarching intent of the PVRSU program is to focus NEOs on achieving, and exceeding, performance of selected 3-year metrics. On May 2, 2024, 60% of the NEOs’ LTI award was granted in the form of PVRSUs. These awards will vest on May 2, 2027, based on performance of the following metrics through a three-year period ending in 2026:
Performance-Vested Restricted Stock Units Granted in 2024
| ● | compound average growth (“CAGR”) in net sales (weighted 50%), |
Performance-Vested Restricted Stock Units Granted in 2024
| ● | Adjusted EBITDA margin (weighted 30%), and |
Performance-Vested Restricted Stock Units Granted in 2024
| ● | Free Cash Flow (“FCF”) Conversion (weighted 20%). |
Performance-Vested Restricted Stock Units Granted in 2024
These specific metrics are tied to long-term profitable growth and cash generation over three years. We believe these metrics are key drivers of our business, align leaders with stockholders, and that strong performance against these metrics will create stockholder value.
Performance-Vested Restricted Stock Units Granted in 2024
| ● | The net sales CAGR metric incentivizes and rewards leaders for growth of Zebra’s revenue over performance period. Driving sales is directly tied to our long-term strategy of continuing growth into current and new markets. |
Performance-Vested Restricted Stock Units Granted in 2024
| ● | The adjusted EBITDA margin percentage performance goal encourages leaders to focus on long-term profitability that we believe will create value for our stockholders. |
Performance-Vested Restricted Stock Units Granted in 2024
| o | The adjusted EBITDA margin percentage performance goal differs from the adjusted EBITDA metric used in the ZIP. EBITDA margin measures how profitable we are in generating EBITDA relative to revenue versus the absolute measure of adjusted EBITDA used in the ZIP. Aligning leadership with profitable growth allows us to reinvest in the company. |
Performance-Vested Restricted Stock Units Granted in 2024
| ● | The FCF Conversion metric encourages executives to drive financial discipline and focus on working capital. |
Performance-Vested Restricted Stock Units Granted in 2024
These specific metrics are tied to long-term profitable growth and cash generation over three years. Our PVRSU program also has a retention feature to maintain leaders’ focus in the event of an unexpected market downturn. To incentivize our team to drive growth during these periods of uncertainty, the Committee also approved annual goals for net sales, EBITDA margin and FCF conversion. These goals were set at the time of grant and based on projections to achieve the 3-year goals. In the case where the company experiences market contraction during the 3-year cycle, the entire LTI value can have limited to no perceived value. The annual goals provide for an opportunity to earn a portion of the target award to be paid at the end of the 3-year performance period. This annual feature can never exceed 33.3% of the 3-year target in one year. The absolute maximum payout under the annual goals is capped at 100% and would require each of the three metrics to be achieved in each of the three years during the cycle. We believe this structure ensures that the LTI program remains relevant to executives throughout the performance period and is retentive in nature consistent with the Committee's objectives. At the end of the 3-year performance period, the number of PVRSUs actually earned is based on performance of the 3-year goals. However, the number of PVRUs earned cannot be less than the total value that was previously earned from the annual goals.
Performance-Vested Restricted Stock Units Granted in 2024
| 58 | Zebra Technologies Corporation I 2025 Proxy Statement |
How Performance-Vested Restricted Stock Units Are Earned
How Performance-Vested Restricted Stock Units Are Earned
How Performance-Vested Restricted Stock Units Are Earned
| Cumulative three-year performance target | | | | | FY 2024 – 2026 | | | | | | THRESHOLD 50% of Target | PERFORMANCE TARGET | MAXIMUM 200% of Target | | 50% of the target number of shares will vest if Zebra achieves the performance target for the 3-year cumulative net sales CAGR over 2023 net sales | | | | | 30% of the target number of shares will vest if Zebra achieves the 2026 adjusted EBITDA margin performance target | | | | | 20% of the target number of shares will vest if Zebra achieves the 2024-2026 FCF Conversion performance target | | | |
How Performance-Vested Restricted Stock Units Are Earned
| ABOVE TARGET PAYOUTS CAN ONLY BE EARNED BASED ON OVER PERFORMANCE ON THE CUMULATIVE THREE-YEAR GOALS |
OR
| Three annual performance targets | | | | | | | | | | FY 2024 | | FY 2025 | | FY 2026 | | TOTAL OPPORTUNITY | | Annual performance for net sales CAGR | 16.7% of shares Potential annual vest | + | 16.7% of shares Potential annual vest | + | 16.7% of shares Potential annual vest | = | Up to 50% possible total of the target shares can be earned if goal is achieved in each year | | Annual performance for adjusted EBITDA margin | 10.0% of shares Potential annual vest | + | 10.0% of shares Potential annual vest | + | 10.0% of shares Potential annual vest | = | Up to 30% possible total of the target shares can be earned if goal is achieved in each year | | Annual performance for adjusted FCF Conversion | 6.7% of shares Potential annual vest | + | 6.7% of shares Potential annual vest | + | 6.7% of shares Potential annual vest | = | Up to 20% possible total of the target shares can be earned if goal is achieved in each year |
Performance-Vested Restricted Stock Units Earned in 2024
Performance-Vested Restricted Stock Units Earned in 2024
PVRSUs with Performance Period ending December 31, 2024
PVRSUs with Performance Period ending December 31, 2024 On May 5, 2022, Zebra granted the NEOs performance-vested restricted stock with a three-year performance period ending December 31, 2024. In February 2025, the Committee reviewed performance of the three-year goal for adjusted EBITDA margin and Net Sales Growth. We did not achieve the threshold performance set in early 2022 due to market contraction in 2022 and 2023. However, the annual revenue growth target for 2024 was achieved resulting in a payout of 20% of target. The earned 2022 PVRSUs will vest on May 5, 2025. The three-year threshold performance targets and actual performance results are set forth below:
PVRSUs with Performance Period ending December 31, 2024
| | Threshold | Target | Maximum | Actual | Achievement | | 2022 to 2024 Net Sales 3‑Year Compound Annual Growth Rate (CAGR) | 5.0% | 6.5% | 8.0% | (4.0)% | Below Threshold | | 2024 adjusted EBITDA margin | 24.0% | 25.5% | 27.0% | 21.0% | Below Threshold |
PVRSUs with Performance Period ending December 31, 2024
| | Target Number | Number of | Payout | | Named Executive Officers | of Shares Granted in 2022 | Shares Vested | Percentage | | William Burns | 4,894 | 978 | 20.0% | | Nathan Winters | 4,078 | 815 | 20.0% | | Joseph White | 1,224 | 244 | 20.0% | | Cristen Kogl | 3,263 | 652 | 20.0% | | Jeffrey Schmitz | 2,447 | 489 | 20.0% |
How We Establish the Peer Group
How We Establish the Peer Group In August 2023, the Committee reviewed Zebra’s composition of its peer group to consider whether any adjustments were necessary. The Committee reviewed the following company-specific information:
How We Establish the Peer Group
| ● | business model, industry, cost structures and levels of complexity; |
How We Establish the Peer Group
| ● | size of the organization, including in terms of revenue and whether the companies were currently in the S&P 500; |
How We Establish the Peer Group
| ● | whether the proposed peer group member competes with Zebra for talent; |
How We Establish the Peer Group
| ● | stockholder profile (i.e., whether the proposed peer group member is considered a reasonable investment alternative and attracts stockholders with similar risk/return expectations); and |
How We Establish the Peer Group
| ● | whether the proposed peer group member creates products or solutions of a technical nature. |
How We Establish the Peer Group
After consultation with its previous independent consultant, WTW, the Committee approved the following changes:
How We Establish the Peer Group
| Action | Company | | Rationale | | Removed | Analog Devices, Inc. | | No longer appropriate from a size-perspective due to a material increase in revenue | | Removed | Citrix Systems, Inc. | | Acquired and no longer a publicly-held entity | | Added | Teledyne Technologies, Inc. | | Comparable from a size and industry perspective | | Added | Cadence Design Systems, inc. | | Comparable from a size and industry perspective | | Company | | Annual Revenue as of Oct. 2023* ($MMs) | | | Agilent Technologies, Inc. | | $6,994 | | | Akamai Technologies, Inc. | | $3,661 | | | Autodesk, Inc. | | $5,212 | | | Cadence Design Systems, Inc. | | $3,800 | | | Ciena Corporation | | $4,228 | | | CommScope Holding Company Inc. | | $8,619 | | | Insight Enterprises Inc. | | $9,710 | | | Juniper Networks, Inc. | | $5,665 | | | Keysight Technologies, Inc. | | $5,596 | | | KLA Corporation | | $10,496 | | | Motorola Solutions, Inc. | | $9,654 | | | NCR Corporation | | $7,858 | | | NetApp, Inc. | | $6,202 | | | Rockwell Automation, Inc. | | $8,621 | | | ServiceNow, Inc. | | $8,017 | | | Teledyne Technologies Incorporated | | $5,589 | | | Teradyne, Inc. | | $2,860 | | | Trimble Inc. | | $3,650 | |
How We Establish the Peer Group
* Most recently reported trailing 12 months as of October 2023 In October 2023, when the benchmarking analysis was completed for the 2024 compensation peer group, Zebra’s revenues were at the 49th percentile of the peer group.
How We Establish the Peer Group
| Zebra Technologies Corporation I 2025 Proxy Statement | 61 |
Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Non-Public Information
Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Non-Public Information The Committee eliminated the use of stock options and stock appreciation rights in 2021 and the Company has not granted these types of awards in the years following 2020. The Company grants LTI awards in the form of time-vested and/or performance-vested restricted stock units. LTI awards are generally made on an annual basis in the first half of the year after the Company has announced its financial results for the prior fiscal year, or at the time of a special event (such as upon hiring or promotion), and are provided under the 2018 Long-Term Incentive Plan. We attempt to grant long-term incentive awards during periods when we do not have material non-public information (“MNPI”) that could impact the Company’s stock price. If the Board or the Committee were to approve such an award during a period in which there was MNPI about the Company, the grant date would be deferred until two full business days following the date of the disclosure of such information. Additionally, the Company does not time the disclosure of MNPI for the purpose of affecting the value of executive compensation.
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| | | | | | Non-Equity | | | | | | | | Stock | Incentive Plan | All Other | | | Name and | | Salary | Bonus | Awards | Compensation | Compensation | Total | | Principal Position | Year | ($) | ($) | ($)(1) | ($)(2) | ($)(3) | ($) | | William Burns | 2024 | 1,000,002 | — | 10,000,240 | 2,366,554 | 95,998 | 13,462,794 | | Chief Executive Officer | 2023 | 946,205 | — | 10,000,537 | 224,372 | 88,782 | 11,259,895 | | | 2022 | 667,197 | — | 3,000,000 | 508,038 | 56,935 | 4,232,170 | | Nathan Winters | 2024 | 625,000 | — | 3,750,322 | 1,095,624 | 30,732 | 5,501,678 | | Chief Financial Officer | 2023 | 620,192 | — | 3,750,318 | 112,255 | 30,122 | 4,512,887 | | | 2022 | 600,000 | — | 2,500,000 | 457,548 | 29,390 | 3,586,938 | | Joseph White | 2024 | 549,995 | — | 2,875,401 | 964,141 | 42,103 | 4,431,640 | | Chief Product and Solutions Officer | 2023 | 544,345 | — | 2,000,382 | 94,763 | 29,596 | 2,669,086 | | | | | — | | | | | | Cristen Kogl | 2024 | 599,999 | — | 2,250,502 | 841,439 | 69,035 | 3,760,975 | | Chief Legal Officer, | 2023 | 596,226 | — | 2,250,243 | 86,334 | 59,337 | 2,992,140 | | General Counsel and Corporate Secretary | 2022 | 580,381 | — | 2,000,000 | 355,919 | 70,738 | 3,007,038 | | Jeffrey Schmitz | 2024 | 530,001 | — | 2,000,172 | 743,273 | 59,395 | 3,332,841 | | Chief People Officer | 2023 | 526,662 | — | 2,000,273 | 76,261 | 43,823 | 2,647,019 |
Summary Compensation Table
| (1) The amounts reflect the aggregate grant date fair value, computed in accordance with Financial Accounting Standards Codification Topic 718. The amounts included in this column include the grant date fair value of time-vested restricted stock units and performance-vested restricted stock units, which is calculated based on the probable satisfaction of the performance conditions for such awards. If the highest level of performance is achieved for the performance-vested restricted stock units granted in 2024, the grant date fair value of such stock awards would be as follows: Mr. Burns — $12,000,412; Mr. Winters — $4,500,386; Mr. White — $3,450,234; Ms. Kogl - $2,700,479; and Mr. Schmitz - $2,400,082; Please see Note 15, “Share-Based Compensation,” of Zebra’s consolidated financial statements included in Zebra’s Annual Report on Form 10-K for the year ended December 31, 2024 for a discussion of assumptions made in calculating the aggregate grant date fair value of these awards. |
Summary Compensation Table
| (2) The amounts in this column reflect the annual incentive compensation earned under the Zebra Incentive Plan. |
Summary Compensation Table
| (3) All other compensation for 2024 consists of 401(k) matching contributions (Mr. Burns — $13,800; Mr. Winters — $13,800; Mr. White – $13,800; Ms. Kogl — $13,800; and Mr. Schmitz – $13,800); life insurance premiums (Mr. Burns — $1,080; Mr. Winters — $1,013; Mr. White – $891; Ms. Kogl — $972; and Mr. Schmitz – $859); Zebra paid executive long-term disability insurance premiums (Mr. Burns — $24,736; Mr. Winters — $8,748; Mr. White – $10,348; Ms. Kogl — $13,075; and Mr. Schmitz – $13,061); a tax reimbursement in connection with income recognized for long-term disability premiums paid by Zebra (Mr. Burns — $25,798; Mr. Winters — $6,957; Mr. White – $5,166; Ms. Kogl — $10,399; and Mr. Schmitz – $5,413); executive health screenings paid for by Zebra (Mr. Burns — $14,971; Mr. White – $7,936; Ms. Kogl — $16,934; and Mr. Schmitz – $17,035); a tax reimbursement in connection with the executive health screenings paid by Zebra (Mr. Burns — $15,613; Mr. White – $3,962; Ms. Kogl — $13,468; and Mr. Schmitz – $8,923); reimbursement for identify theft protection paid by Zebra (Mr. Winters — $119; Ms. Kogl — $215; and Mr. Schmitz – $215); and a tax reimbursement for identity theft protection paid by Zebra (Mr. Winters — $95; Ms. Kogl — $171; and Mr. Schmitz – $89). |
Summary Compensation Table
| Zebra Technologies Corporation I 2025 Proxy Statement | 63 |
Grants of Plan-Based Awards in 2024
Grants of Plan-Based Awards in 2024
Grants of Plan-Based Awards in 2024
| | | Estimated Future Payouts | | | Estimated Future Payouts | | | All Other | Grant | | | | Under Non-Equity Incentive | | | Under Equity Incentive | | | Stock | Date Fair | | | | Plan Awards(1) | | | Plan Awards(2) | | | Awards: | Value of | | | | | | | | | | Number | Stock | | | | | | | | | | of | and | | | | | | | | | | Shares of | Option | | | Grant | Threshold | Target | Maximum | Threshold | Target | Maximum | Stock | Awards | | Name | Date | ($) | ($) | ($) | (#) | (#) | (#) | (#)(3) | ($)(4) | | William Burns | | 135,000 | 1,350,002 | 2,700,004 | | | | | | | | 5/2/2024 | | | | | | | 12,943 | 4,000,034 | | | 5/2/2024 | | | | 1,301 | 19,415 | 38,830 | | 6,000,206 | | Nathan Winters | | 62,500 | 625,000 | 1,249,999 | | | | | | | | 5/2/2024 | | | | | | | 4,854 | 1,500,129 | | | 5/2/2024 | | | | 488 | 7,281 | 14,562 | | 2,250,193 | | Joseph White | | 55,000 | 549,995 | 1,099,990 | | | | | | | | 5/2/2024 | | | | | | | 3,722 | 1,150,284 | | | 5/2/2024 | | | | 374 | 5,582 | 11,164 | | 1,725,117 | | Cristen Kogl | | 48,000 | 479,999 | 959,999 | | | | | | | | 5/2/2024 | | | | | | | 2,913 | 900,263 | | | 5/2/2024 | | | | 293 | 4,369 | 8,738 | | 1,350,239 | | Jeffery Schmitz | | 42,400 | 424,001 | 848,002 | | | | | | | | 5/2/2024 | | | | | | | 2,589 | 800,130 | | | 5/2/2024 | | | | 260 | 3,883 | 7,766 | | 1,200,041 |
Grants of Plan-Based Awards in 2024
| (1) These amounts represent the threshold, target and maximum potential earnings under the 2024 Zebra Incentive Plan. The actual amounts earned in respect of 2024 are reported in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. Please see 2024 Annual Cash Incentive Awards starting on page 54 for further discussion of the 2024 Zebra Incentive Plan. |
Grants of Plan-Based Awards in 2024
| (2) These amounts represent the threshold, target and maximum number of shares of performance-vested restricted stock granted under Zebra’s 2018 Long-Term Incentive Plan on May 2, 2024. These awards are scheduled to vest on May 2, 2027 (having a three-year performance period ending on December 31, 2026). Please see 2024 Long-Term Equity Incentive Awards starting on page 57 for further discussion of Zebra’s long-term equity incentive plan and the Potential Payments upon Termination of Employment or Change in Control starting on page 70 for further discussion of vesting terms upon certain termination events. |
Grants of Plan-Based Awards in 2024
| (3) Represents shares of time-vested restricted stock granted under Zebra’s 2018 Long-Term Incentive Plan on May 2, 2024. These awards vest one-third on each of the first three anniversaries of the grant date. Please see 2024 Long-Term Equity Incentive Awards starting on page 57 for further discussion of Zebra’s long-term equity incentive plan and the Potential Payments upon Termination of Employment or Change in Control starting on page 70 for further discussion of vesting terms upon certain termination events. |
Grants of Plan-Based Awards in 2024
| (4) The amounts included in this column were determined in accordance with Financial Accounting Standards Codification Topic 718, Compensation — Stock Compensation and, in the case of performance-vested restricted stock, are calculated based on the probable satisfaction of the performance conditions. Please see Note 15, “Share-Based Compensation,” of Zebra’s consolidated financial statements included in Zebra’s Annual Report on Form 10-K for the year ended December 31, 2024 for a discussion of assumptions made in calculating the aggregate grant date fair value of these awards. |
Grants of Plan-Based Awards in 2024
| 64 | Zebra Technologies Corporation I 2025 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/SAR Awards | | | | | Stock Awards | | | | | | | | | | | | | | Equity | | | | | | | | | | Equity | Incentive | | | | | Equity | | | | | Incentive | Plan Awards: | | | | | Incentive | | | Number | | Plan | Market or | | | | | Plan | | | of | Market | Awards: | Payout | | | Number of | Number of | Awards: | | | Shares | Value of | Number of | Value | | | Securities | Securities | Number of | | | or Units | Shares | Unearned | of Unearned | | | Underlying | Underlying | Securities | | | of Stock | or Units | Shares, | Shares, Units | | | Unexercised | Unexercised | Underlying | | | That | of Stock | Units or | or Other | | | Options/ | Options/ | Unexercised | Option | | Have | That | Other Rights | Rights That | | | SARs | SARs | Unearned | Exercise | Option | Not | Have Not | That Have | Have Not | | | (#) | (#) | Options | Price | Expiration | Vested | Vested | Not Vested | Vested | | Name | Exercisable | Unexercisable | (#) | ($) | Date | (#) | ($)(1) | (#) | ($)(1) | | William Burns | | | | | | | | | | | 5/10/2018 | 5,463 | | | 149.57 | 5/10/2025 | | | | | | 5/02/2019 | 4,364 | | | 205.12 | 5/2/2026 | | | | | | 4/30/2020 | 3,901 | | | 244.97 | 4/30/2027 | | | | | | 5/05/2022(2) | | | | | | 1,038 | 400,896 | | | | 5/05/2022(3) | | | | | | 978 | 377,723 | | | | 3/01/2023(2) | | | | | | 6,509 | 2,513,906 | | | | 5/04/2023(4) | | | | | | | | 9,672 | 3,735,520 | | 5/04/2023(4) | | | | | | | | 17,409 | 6,723,704 | | 5/02/2024(2) | | | | | | 12,745 | 4,922,374 | | | | 5/02/2024(5) | | | | | | | | 19,415 | 7,498,461 | | Nathan Winters | | | | | | | | | | | 5/10/2018 | 552 | | | 149.57 | 5/10/2025 | | | | | | 5/02/2019 | 315 | | | 205.12 | 5/2/2026 | | | | | | 4/30/2020 | 578 | | | 244.97 | 4/30/2027 | | | | | | 5/05/2022(2) | | | | | | 907 | 350,302 | | | | 5/05/2022(3) | | | | | | 815 | 314,769 | | | | 5/04/2023(2) | | | | | | 3,869 | 1,494,285 | | | | 5/04/2023(4) | | | | | | | | 8,705 | 3,362,045 | | 5/02/2024(2) | | | | | | 4,854 | 1,874,712 | | | | 5/02/2024(5) | | | | | | | | 7,281 | 2,812,068 |
Outstanding Equity Awards at 2024 Fiscal Year-End
| Zebra Technologies Corporation I 2025 Proxy Statement | 65 |
Outstanding Equity Awards at 2024 Fiscal Year-End
| | Option/SAR Awards | | | | | Stock Awards | | | | | | | | | | | | | | Equity | | | | | | | | | | Equity | Incentive | | | | | Equity | | | | | Incentive | Plan Awards: | | | | | Incentive | | | Number | | Plan | Market or | | | | | Plan | | | of | Market | Awards: | Payout | | | Number of | Number of | Awards: | | | Shares | Value of | Number of | Value | | | Securities | Securities | Number of | | | or Units | Shares | Unearned | of Unearned | | | Underlying | Underlying | Securities | | | of Stock | or Units | Shares, | Shares, Units | | | Unexercised | Unexercised | Underlying | | | That | of Stock | Units or | or Other | | | Options/ | Options/ | Unexercised | Option | | Have | That | Other Rights | Rights That | | | SARs | SARs | Unearned | Exercise | Option | Not | Have Not | That Have | Have Not | | | (#) | (#) | Options | Price | Expiration | Vested | Vested | Not Vested | Vested | | Name | Exercisable | Unexercisable | (#) | ($) | Date | (#) | ($)(1) | (#) | ($)(1) | | Joseph White | | | | | | | | | | | 5/10/2018 | 841 | | | 149.57 | 5/10/2025 | | | | | | 5/02/2019 | 935 | | | 205.12 | 5/2/2026 | | | | | | 4/30/2020 | 1,260 | | | 244.97 | 4/30/2027 | | | | | | 5/05/2022(2) | | | | | | 260 | 100,417 | | | | 5/05/2022(3) | | | | | | 244 | 94,238 | | | | 3/01/2023(2) | | | | | | 1,740 | 672,023 | | | | 5/04/2023(4) | | | | | | | | 4,643 | 1,793,219 | | 5/02/2024(2) | | | | | | 3,671 | 1,417,814 | | | | 5/02/2024(5) | | | | | | | | 5,582 | 2,155,880 | | Cristen Kogl | | | | | | | | | | | 5/02/2019 | 2,260 | | | 205.12 | 5/2/2026 | | | | | | 4/30/2020 | 2,454 | | | 244.97 | 4/30/2027 | | | | | | 5/05/2022(2) | | | | | | 695 | 268,423 | | | | 5/05/2022(3) | | | | | | 652 | 251,815 | | | | 5/04/2023 (2) | | | | | | 2,274 | 878,264 | | | | 5/04/2023(4) | | | | | | | | 5,223 | 2,017,227 | | 5/02/2024(2) | | | | | | 2,873 | 1,109,610 | | | | 5/02/2024(5) | | | | | | | | 4,369 | 1,687,395 |
Outstanding Equity Awards at 2024 Fiscal Year-End
| 66 | Zebra Technologies Corporation I 2025 Proxy Statement |
Outstanding Equity Awards at 2024 Fiscal Year-End
| | Option/SAR Awards | | | | | Stock Awards | | | | | | | | | | | | | | Equity | | | | | | | | | | Equity | Incentive | | | | | Equity | | | | | Incentive | Plan Awards: | | | | | Incentive | | | Number | | Plan | Market or | | | | | Plan | | | of | Market | Awards: | Payout | | | Number of | Number of | Awards: | | | Shares | Value of | Number of | Value | | | Securities | Securities | Number of | | | or Units | Shares | Unearned | of Unearned | | | Underlying | Underlying | Securities | | | of Stock | or Units | Shares, | Shares, Units | | | Unexercised | Unexercised | Underlying | | | That | of Stock | Units or | or Other | | | Options/ | Options/ | Unexercised | Option | | Have | That | Other Rights | Rights That | | | SARs | SARs | Unearned | Exercise | Option | Not | Have Not | That Have | Have Not | | | (#) | (#) | Options | Price | Expiration | Vested | Vested | Not Vested | Vested | | Name | Exercisable | Unexercisable | (#) | ($) | Date | (#) | ($)(1) | (#) | ($)(1) | | Jeffrey Schmitz | | | | | | | | | | | 5/02/2019 | 874 | | | 205.12 | 5/2/2026 | | | | | | 4/30/2020 | 1,180 | | | 244.97 | 4/30/2027 | | | | | | 5/05/2022(2) | | | | | | 521 | 201,221 | | | | 5/05/2022(3) | | | | | | 489 | 188,862 | | | | 5/04/2023 (2) | | | | | | 2,022 | 780,937 | | | | 5/04/2023(4) | | | | | | | | 4,643 | 1,793,219 | | 5/02/2024(2) | | | | | | 2,554 | 986,406 | | | | 5/02/2024(5) | | | | | | | | 3,883 | 1,499,692 |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (1) The market value is based on the $386.22 closing price of our common stock on The Nasdaq Stock Market on December 31, 2024. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (2) These restricted stock awards vest pro rata over three years after the grant date. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (3) Represents the number of restricted shares that will vest on May 5, 2025, based upon achievement towards the net sales and EBTIDA margin goals during the 2022-2024 performance cycle as discussed on page 60. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (4) Represents the number of restricted shares that would vest on May 4, 2026, based upon achievement of target performance of the net sales CAGR, EBITDA margin percentage and free cash flow conversion goals established for the 2023-2025 performance cycle. The maximum number of restricted shares that may vest based upon maximum achievement of all three metrics is as follows: Mr. Burns (both awards combined) — 54,162 shares; Mr. Winters — 17,410 shares; Mr. White — 9,286 shares; Ms. Kogl — 10,446 shares; and Mr. Schmitz — 9,286 shares. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (5) Represents the number of restricted shares that would vest on May 2, 2027, based upon achievement of target performance of the net sales CAGR, EBITDA margin percentage and free cash flow conversion goals established for the 2024-2026 performance cycle. The maximum number of restricted shares that may vest based upon maximum achievement of all three metrics is as follows: Mr. Burns — 38,830 shares; Mr. Winters — 14,562 shares; Mr. White — 11,164 shares; Ms. Kogl — 8,738 shares; and Mr. Schmitz — 7,766 shares. See “Grants of Plan-Based Awards in 2024” table on page 64 and footnote 2 to that table for a more detailed description of these awards. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| Zebra Technologies Corporation I 2025 Proxy Statement | 67 |
Options and Stock Appreciation Rights Exercised and Stock Vested in 2024
Options and Stock Appreciation Rights Exercised and Stock Vested in 2024 The table below sets forth information with respect to stock options and stock appreciation rights exercised by the NEOs during 2024 and awards of time-vested and performance-vested restricted stock that vested in 2024.
Options and Stock Appreciation Rights Exercised and Stock Vested in 2024
| | Options/SARS Awards | | Stock Awards | | | | Number of Shares | Value Realized | Number of Shares | Value Realized | | | Acquired on | on Exercise | Acquired on Vesting | on Vesting | | Name | Exercise (#) | ($)(1) | (#) | ($)(2) | | William Burns | 7,709 | 1,699,295 | 6,407 | 1,966,947 | | Nathan Winters | - | - | 3,915 | 1,201,247 | | Joseph White | 922 | 158,805 | 1,778 | 545,920 | | Cristen Kogl | 3,243 | 718,377 | 3,013 | 951,302 | | Jeffrey Schmitz | 563 | 132,986 | 2,371 | 748,729 |
Options and Stock Appreciation Rights Exercised and Stock Vested in 2024
| (1) Value calculated as the difference between the market price of the underlying securities on the date of exercise and the exercise or base price of the exercised stock appreciation rights. |
Options and Stock Appreciation Rights Exercised and Stock Vested in 2024
| (2) Value calculated as the sum of the value of performance-vested restricted stock and time-vested restricted stock that vested in 2024. |
Options and Stock Appreciation Rights Exercised and Stock Vested in 2024
| 68 | Zebra Technologies Corporation I 2025 Proxy Statement |
Non-Qualified Deferred Compensation
Non-Qualified Deferred Compensation Pursuant to Zebra’s non-qualified deferred compensation plan, an NEO may defer, on a pre-tax basis, up to 50% of his or her base salary and annual incentive award. Deferred compensation balances are credited with gains or losses that mirror the performance of benchmark investment funds selected by the participant under the plan. All credited amounts are unfunded general obligations of Zebra, and participants have no greater rights to payment than any unsecured general creditor of Zebra. The value of a participant’s account is based upon the performance of a participant’s selected benchmark investment funds. Account balances are paid either in a lump sum or in annual installments. Zebra’s non-qualified deferred compensation plan permits payment upon, among other things, a termination of employment or a change in control of Zebra. Zebra does not make contributions to the plan but pays the costs of administration. The table below sets forth information regarding the NEOs’ participation in Zebra’s non-qualified deferred compensation plan in 2024.
Non-Qualified Deferred Compensation
| | Executive | Registrant | Aggregate | Aggregate | Aggregate Balance | | | Contributions in | Contributions in | Earnings | Withdrawals/ | at Last Fiscal | | | Last Fiscal Year | Last Fiscal Year | in Last Fiscal | Distributions | Year-End | | Name | ($)(1) | ($) | Year ($)(2) | ($) | ($) | | William Burns | 61,219 | — | 103,695 | — | 801,281 | | Nathan Winters | — | — | — | — | — | | Joseph White | — | — | — | — | — | | Cristen Kogl | 64,317 | — | 73,601 | — | 803,021 | | Jeffrey Schmitz | 79,500 | — | 70,067 | — | 626,164 |
Non-Qualified Deferred Compensation
| (1) The amount(s) reported in this column are included in the Summary Compensation Table under the “Salary” and “Non-Equity Incentive Plan Compensation” columns. |
Non-Qualified Deferred Compensation
| (2) The amount(s) reported in this column are not included in the Summary Compensation Table. |
Non-Qualified Deferred Compensation
The table below shows the funds available under Zebra’s non-qualified deferred compensation plan and the 2024 rates of return.
Non-Qualified Deferred Compensation
| Fund Name | 2024 Rate of Return (%) | | AF New Perspective R6 | 17.16% | | AmerFundsEuroPacificGr R6 | 5.04 | | Baird Core Plus Bnd Instl | 2.54 | | Boston Trust SMID Cap Fd | 10.17 | | Federal Money Mkt Fund | 5.23 | | FTSE Social Index Inst | 26.01 | | HarborLCValFdRetirementCl | 7.49 | | Inst Tot Bd Mkt Ix Tr | 1.29 | | Inst Tot Intl St Mt Ix Tr | 5.25 | | Instl 500 Index Trust | 25.01 | | Instl Ext Market Idx Tr | 16.94 | | PIM Infl Rsp MltiAst Inst | 5.49 | | Retire Savings Trust III | 2.55 | | Target Retire 2020 Tr I | 7.78 | | Target Retire 2025 Tr I | 9.48 | | Target Retire 2030 Tr I | 10.65 | | Target Retire 2035 Tr I | 11.74 | | Target Retire 2040 Tr I | 12.83 | | Target Retire 2045 Tr I | 13.84 | | Target Retire 2050 Tr I | 14.67 | | Target Retire 2055 Tr I | 14.65 | | Target Retire 2060 Tr I | 14.65 | | Target Retire 2065 Tr I | 14.65 | | Target Retire 2070 Tr I | 14.66 | | Target Retire Income Tr I | 6.62 | | Tgt Ret Inc & Grow TrI | 9.19 | | TRowe Inst LargeCapGrowth | 30.99 |
Non-Qualified Deferred Compensation
| Zebra Technologies Corporation I 2025 Proxy Statement | 69 |
Potential Payments upon Termination of Employment or Change in Control
Potential Payments upon Termination of Employment or Change in Control
Potential Payments upon Termination of Employment or Change in Control
Potential Payments upon Termination of Employment or Change in Control Described below are the potential payments and benefits to which the NEO would be entitled from Zebra under their employment agreements, equity award agreements and the Company’s compensation and benefit plans upon termination of employment if such termination had occurred as of December 31, 2024. Amounts actually received would vary based on factors such as the date on which a NEO’s employment terminates, the Company’s performance and the price of our common stock on such date. The tables exclude payments and benefits that are generally available to full-time salaried employees, such as accrued salary and vacation pay. The NEOs are not entitled to any payments or benefits as a result of a termination of employment for Cause.
CEO Pay Ratio
CEO Pay Ratio During 2024, there was no change in our employee population or employee compensation arrangements that we believe would significantly impact the pay ratio disclosure. Therefore, we are using the same median employee that was identified for fiscal years 2022 and 2023.
CEO Pay Ratio
| ● | The total annual compensation of the employee identified at the median of all of our employees, other than Mr. Burns, our CEO, was $72,654. |
CEO Pay Ratio
| ● | Mr. Burns’ annualized total compensation as CEO was $13,462,792. |
CEO Pay Ratio
| ● | Based on this information, the ratio of the annual total compensation of Mr. Burns to the median of the annual total compensation of all employees was estimated to be 185:1. |
CEO Pay Ratio
Our methodology may differ materially from the methodology used by other companies to prepare their CEO pay ratios, which may contribute to a lack of comparability between our pay ratio and the pay ratio reported by other companies, including those within our industry or peer group.
CEO Pay Ratio
| Zebra Technologies Corporation I 2025 Proxy Statement | 75 |
Pay Vs Performance
Pay Vs Performance
Pay Vs Performance
| | | | | | | | Value of Initial Fixed | | | | | | | | | | | | $100 Investment Based | | Other Performance | | | | CEO Pay (Burns) | | CEO Pay (Gustafsson) | | Other NEO Pay | | On: | | Measures | | | | | | | | Average | | | | | | | | Summary | | Summary | | Summary | | | | | | | | Compensation | | Compensation | | Compensation | Average | | Cumulative | | | | | Table Total | Compensation | Table Total | Compensation | Table Total | Compensation | Cumulative | Peer Group | Net Income | Net Sales | | | Compensation | Actually Paid(5) | Compensation | Actually Paid(5) | Compensation | Actually Paid(5) | TSR(2) | TSR(3) | (in millions) | (in millions)(4) | | Year(1) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | 2024 | 13,462,794 | 20,194,850 | n/a | n/a | 4,256,784 | 5,849,061 | 151.20 | 299.72 | 528 | 4,981 | | 2023 | 11,259,895 | 11,421,955 | 9,505,801 | 8,505,689 | 3,213,206 | 3,348,299 | 107 | 219 | 296 | 4,584 | | 2022 | n/a | n/a | 14,658,743 | (17,540,875) | 3,551,048 | (1,906,950) | 100.38 | 139.00 | 463 | 5,781 | | 2021 | n/a | n/a | 13,589,616 | 37,632,608 | 3,261,693 | 6,936,499 | 233.01 | 193.58 | 837 | 5,627 | | 2020 | n/a | n/a | 10,077,727 | 23,856,956 | 1,836,299 | 2,998,842 | 150.46 | 143.89 | 504 | 4,448 |
Pay Vs Performance
| (1) The following table indicates the individuals who served as Zebra’s principal executive Officer and other NEOs for each fiscal year: |
Pay Vs Performance
| Fiscal Year | Principal Executive Officer | Other NEOs | | 2024 | William Burns | Cristen Kogl; Jeffrey Schmitz; Joseph White; Nathan Winters | | 2023 | Anders Gustafsson (until March 1, 2023); William Burns (from March 1, 2023) | Joachim Heel; Cristen Kogl; Jeffrey Schmitz; Joseph White; Nathan Winters | | 2022 | Anders Gustafsson | William Burns; Joachim Heel; Cristen Kogl; Nathan Winters | | 2021 | Anders Gustafsson | William Burns; Joachim Heel; Cristen Kogl; Nathan Winters | | 2020 | Anders Gustafsson | William Burns; Joachim Heel; Cristen Kogl; Olivier Leonetti (former CFO); Nathan Winters |
Pay Vs Performance
| (2) The Cumulative Total Stockholder Return (“TSR”) reflects the value of $100 invested in Zebra common stock on December 31, 2019, assuming the reinvestment of dividends. |
Pay Vs Performance
| (3) The Cumulative Peer Group TSR is market-cap weighted and reflects the TSR for S&P Information Technology Index, which is the peer group that Zebra uses for its industry comparators/index in its Form 10-K. |
Pay Vs Performance
| (4) Net Sales in Zebra’s 2023 and 2024 Proxy Statements were underreported due to an administrative error. |
Pay Vs Performance
| (5) To calculate Compensation Actually Paid (“CAP”), the following amounts were deducted from and added to Summary Compensation Table (“SCT”) total compensation: |
Summary Compensation Table Total to Compensation Actually Paid Reconciliation
Summary Compensation Table Total to Compensation Actually Paid Reconciliation
Summary Compensation Table Total to Compensation Actually Paid Reconciliation
| | | Bonus and | | | | | Additions to / | | | | | Non-Equity | | | | Deductions | (Subtractions | | | | | Incentive | Equity | Other | | from SCT | from) SCT | Compensation | | | Salary | Compensation | Compensation | Compensation(1) | SCT Total | Total(2) | Total(3) | Actually Paid | | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | CEO (Burns) | | | | | | | | | | 2024 | 1,000,002 | 2,366,554 | 10,000,240 | 95,998 | 13,462,794 | (10,000,240) | 16,732,296 | 20,194,850 | | 2023 | 946,205 | 224,372 | 10,000,537 | 88,782 | 11,259,895 | (10,000,537) | 10,162,596 | 11,421,955 | | CEO (Gustafsson) | | | | | | | | | | 2023 | 361,537 | 47,397 | 9,000,294 | 96,574 | 9,505,801 | (9,000,294) | 8,000,181 | 8,505,689 | | 2022 | 1,200,000 | 1,255,500 | 12,000,000 | 203,243 | 14,658,743 | (12,000,000) | (20,199,618) | (17,540,875) | | 2021 | 1,200,000 | 2,912,760 | 9,250,404 | 226,452 | 13,589,616 | (9,250,404) | 33,293,396 | 37,632,608 | | 2020 | 1,093,846 | 781,725 | 8,000,100 | 202,056 | 10,077,727 | (8,000,100) | 21,779,329 | 23,856,956 | | Other NEOs (Average) | | | | | | | | | | 2024 | 576,249 | 911,119 | 2,719,099 | 50,316 | 4,256,784 | (2,719,099) | 4,311,376 | 5,849,061 | | 2023 | 571,177 | 94,501 | 2,500,286 | 47,242 | 3,213,206 | 2,500,286 | 2,635,379 | 3,348,299 | | 2022 | 601,296 | 445,129 | 2,437,500 | 67,123 | 3,551,048 | (2,437,500) | (3,020,498) | (1,906,950) | | 2021 | 543,632 | 862,629 | 1,800,441 | 54,991 | 3,261,693 | (1,800,441) | 5,475,248 | 6,936,499 | | 2020 | 440,963 | 145,738 | 1,217,163 | 32,435 | 1,836,299 | (1,217,163) | 2,379,706 | 2,998,842 |
Summary Compensation Table Total to Compensation Actually Paid Reconciliation
| (1) Reflects “all other compensation” reported in the SCT for each year shown. |
Summary Compensation Table Total to Compensation Actually Paid Reconciliation
| (2) Represents the grant date fair value of equity-based awards granted each year. Zebra does not offer pension plans; therefore, a deduction from SCT total related to pension value is not needed. |
Summary Compensation Table Total to Compensation Actually Paid Reconciliation
| (3) Reflects the value of equity calculated in accordance with the SEC methodology for determining Compensation Actually Paid for each year shown. The equity component of Compensation Actually Paid for each fiscal year listed in the table is further detailed in the supplemental table below. |
Summary Compensation Table Total to Compensation Actually Paid Reconciliation
| 76 | Zebra Technologies Corporation I 2025 Proxy Statement |
Supplemental Calculations – Compensation Actually Paid
Supplemental Calculations – Compensation Actually Paid
Equity Component of Compensation Actually Paid
Equity Component of Compensation Actually Paid
Equity Component of Compensation Actually Paid
| | | CEO(1) | | | | Other NEOs(1) | | | | | | | Fair | | Change in | | Fair | | Change in | | | | | Value | Change in | Value of | | Value | Change in | Value of | | | | | of | Value of | Prior | | of | Value of | Prior | | | | | Current | Prior | Years' | | Current | Prior | Years' | | | | | Year | Years' | Awards | Equity | Year | Years' | Awards | Equity | | | | Equity | Awards | that | Value | Equity | Awards | that | Value | | | | Awards | Unvested | Vested | Included | Awards | Unvested | Vested | Included | | | | at | at | in | in | at | at | in | in | | | Equity | 12/31/2024 | 12/31/2024 | FY2024 | CAP | 12/31/2024 | 12/31/2024 | FY2024 | CAP | | | Type | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | FY 2024 | SAR | — | — | 22,058 | 22,058 | — | — | 8,282 | 8,282 | | | RSU | 4,922,374 | 851,981 | 229,419 | 6,003,774 | 1,347,136 | 351,798 | 91,517 | 1,790,451 | | | PSU | 7,498,461 | 3,167,584 | 40,422 | 10,706,464 | 1,773,424 | 717,247 | 21,973 | 2,512,644 | | | 2024 Total | 12,420,835 | 4,019,562 | 291,899 | 16,732,296 | 3,120,559 | 1,069,045 | 121,772 | 4,311,376 | | FY 2023 | SAR | — | 3,367 | 1,327 | 4,694 | — | 1,556 | 1,129 | 2,685 | | (Burns CEO) | RSU | 2,731,113 | (4,302) | 9,289 | 2,736,100 | 1,029,087 | (2,549) | 9,784 | 1,036,323 | | | PSU | 7,402,050 | (16,242) | 35,994 | 7,421,802 | 1,586,243 | (6,499) | 16,627 | 1,596,371 | | | 2023 (Burns CEO) Total | 10,133,163 | (17,177) | 46,610 | 10,162,596 | 2,615,331 | (7,492) | 27,540 | 2,635,379 | | FY 2023 | SAR | — | 17,367 | 4,927 | 22,294 | | | | | | (Gustafsson CEO) | RSU | 7,861,517 | (16,793) | 12,513 | 7,857,237 | | | | | | | PSU | — | (65,152) | 185,802 | 120,650 | | | | | | | 2023 (Gustafsson CEO) Total | 7,861,517 | (64,578) | 203,242 | 8,000,181 | | | | | | FY 2022 | SAR | — | (4,749,403) | (3,927,669) | (8,677,071) | — | (567,776) | (488,103) | (1,055,879) | | | RSU | 3,345,894 | (3,208,002) | (2,679,084) | (2,541,192) | 679,743 | (542,996) | (379,301) | (242,554) | | | PSU | 5,018,713 | (8,323,393) | (5,676,675) | (8,981,355) | 1,019,551 | (2,115,266) | (626,351) | (1,722,066) | | | 2022 Total | 8,364,607 | (16,280,798) | (12,283,428) | (20,199,618) | 1,699,294 | (3,226,037) | (1,493,755) | (3,020,498) | | FY 2021 | SAR | — | 6,424,221 | 2,385,222 | 8,809,443 | — | 780,885 | 310,428 | 1,091,314 | | | RSU | 4,565,184 | 2,864,669 | 1,487,720 | 8,917,573 | 890,568 | 368,707 | 212,330 | 1,471,604 | | | PSU | 6,847,776 | 5,838,780 | 2,879,824 | 15,566,380 | 1,332,653 | 1,174,409 | 405,268 | 2,912,330 | | | 2021 Total | 11,412,960 | 15,127,670 | 6,752,766 | 33,293,396 | 2,223,221 | 2,324,001 | 928,026 | 5,475,248 | | FY 2020 | SAR | 3,560,497 | 4,382,827 | (748,856) | 7,194,468 | 356,474 | 421,051 | (92,071) | 685,454 | | | RSU | 5,020,503 | 1,946,239 | (620,904) | 6,345,838 | 557,816 | 184,700 | (85,710) | 656,806 | | | PSU | 5,020,503 | 3,953,314 | (734,794) | 8,239,023 | 502,704 | 637,309 | (102,566) | 1,037,447 | | | 2020 Total | 13,601,503 | 10,282,380 | (2,104,554) | 21,779,329 | 1,416,994 | 1,243,060 | (280,348) | 2,379,706 |
Compensation Actually Paid vs Zebra Cumulative TSR
Compensation Actually Paid vs Zebra Cumulative TSR CAP for the CEO and other NEOs aligns with Zebra’s TSR over the 2020-2024 period. Zebra’s TSR directly impacts the value of CAP given the weight of equity incentive awards as a part of target compensation in our executive compensation program; during the 2020-2024 period, equity incentive awards comprised on average over 76% of the CEO’s target compensation per year and over 65% of the other NEOs target compensation per year. This practice aligns the interests of Zebra’s executive officers with those of our stockholders. Declines in Zebra’s TSR in 2022 led to lower CAP amounts to our CEO and other NEOs in that year; increase in TSR in 2020, 2021 and 2024 led to higher CAP in those years; and the relatively flat TSR in 2023 resulted in modest CEO and Other NEO CAP growth in 2023.
Compensation Actually Paid vs Zebra Cumulative TSR
| Zebra Technologies Corporation I 2025 Proxy Statement | 79 |
Compensation Actually Paid vs Zebra Net Income
Compensation Actually Paid vs Zebra Net Income Although Zebra’s executive compensation program does not use Net Income to determine an executive’s total compensation, or an executive officer’s payouts under ZIP or performance-vested restricted stock grants, CAP for the CEO and other NEOs generally aligns with Zebra’s Net Income over the 2020-2024 period. This alignment reflects changes to Zebra’s stock price due to changes in Net Income; CAP amounts are sensitive to changes in Zebra’s stock price given the weight of equity incentive awards as a part of target compensation in our executive compensation program.
Compensation Actually Paid vs Zebra Net Income
| 80 | Zebra Technologies Corporation I 2025 Proxy Statement |
Compensation Actually Paid vs Zebra Net Sales (Company Selected Measure)
Compensation Actually Paid vs Zebra Net Sales (Company Selected Measure) Zebra uses Net Sales as a metric under its ZIP and Net Sales CAGR as a metric for performance-vested restricted stock, and CAP for the CEO and other NEOs generally aligns with Zebra’s Net Sales over the 2020-2024 period. As indicated below, with a higher growth in Net Sales from 2020 through 2021 and from 2023 through 2024, CAP for the CEO and other NEOs in 2021 and 2024 increased relative to each respective year’s prior year CAP. When Net Sales growth declined or slowed from 2022 through 2023, the CEO and Other NEO CAP amounts declined or increased at a more modest rate.
Compensation Actually Paid vs Zebra Net Sales (Company Selected Measure)
| Zebra Technologies Corporation I 2025 Proxy Statement | 81 |
Fees of Independent Auditors
| Robert J. Armstrong Chief Marketing Officer Age: 42 | Mr. Armstrong has served as Zebra’s Chief Marketing Officer since March 2023. Mr. Armstrong brings over twenty years of experience within the business-to-business technology industry and has held strategy, business development, and marketing responsibilities in each of the four regions — North America, Europe, Middle East and Africa, Latin America, and Asia-Pacific — in which Zebra does business. Previously, Mr. Armstrong served as Senior Vice President of Integrated Marketing and Channels from 2021 to March 2023. Mr. Armstrong joined Zebra from Motorola Solutions, Inc. in 2014 as part of Zebra’s acquisition of Motorola’s Enterprise business, where he had served in various roles with increasing levels of responsibility across product development, business development, operations, and marketing since 2008. Mr. Armstrong serves on the Board of Directors for the Illinois chapter of FIRST Robotics and Bernie’s Book Bank. Mr. Armstrong holds a B.S. in Electrical Engineering from the University of Notre Dame. | | Michael Cho Chief Strategy Officer Age: 56 | Mr. Cho has served as Zebra’s Chief Strategy Officer since 2013. Previously, Mr. Cho served as Vice President, Corporate Development, from 2011 to 2013, and as Vice President, Strategy, from 2010 to 2011. Prior to joining Zebra, Mr. Cho served as Vice President, Business Development, of the Healthcare division of Amcor Limited, a global packaging company, from 2008 to 2010. Earlier in his career, Mr. Cho held business and corporate development roles at CommScope Inc., a global communications solutions company, from 2007 to 2008 and at Andrew Corporation, a hardware manufacturer for communications networks, from 2004 to 2007. From 1999 to 2004, Mr. Cho was a consultant with McKinsey & Company. Mr. Cho holds a B.S. in Finance from the University of Illinois at Urbana-Champaign and an M.B.A. from Harvard Business School. | | Tamara D. Froese Chief Supply Chain Officer Age: 46 | Ms. Froese has served as Zebra’s Chief Supply Chain Officer since 2022. Previously, Ms. Froese served as Vice President, Sourcing and Procurement, from 2020 to 2022. Prior to joining Zebra, Ms. Froese had a twenty-year career at General Motors Co., where she served in various roles with increasing levels of responsibility in procurement, supply chain and cost management. Ms. Froese holds a B.A. in Supply Chain Management from Michigan State University and an M.B.A. from Oakland University. Ms. Froese has also achieved her Six Sigma Black Belt certification and has completed leadership development programs at Harvard University and University of Michigan. | | Richard E. Hudson Chief Revenue Officer Age: 57 | Mr. Hudson has served as Zebra’s Chief Revenue Officer since November 2023 and is responsible for the sales and services of products and solutions globally. Previously, Mr. Hudson served as Senior Vice President and General Manager for the Europe, Middle East and Africa (EMEA) region from 2017 to October 2023. Mr. Hudson joined Zebra from Motorola Solutions, Inc. in 2014 as part of Zebra’s acquisition of Motorola’s Enterprise business, where he had served in various roles with increasing levels of responsibility since 2007, including as Vice President, EMEA Channels and Solutions. Mr. Hudson holds a B.Eng (Hons) in mechanical engineering from Brunel University of London. |
Fees of Independent Auditors
| Cristen L. Kogl Chief Legal Officer, General Counsel & Corporate Secretary Age: 59 | Ms. Kogl has served as Zebra’s top Legal Executive Officer, through various titles, since 2018, and currently serves as Zebra’s Chief Legal Officer, General Counsel and Corporate Secretary. Previously, Ms. Kogl served in Vice President roles in the Legal Department from 2015 to 2018. Before joining Zebra, Ms. Kogl served as Executive Vice President and General Counsel at National Express LLC, the North American division of National Express Plc, from 2011 to 2014. Earlier in her career, Ms. Kogl served as Vice President, Corporate Secretary and Chief Compliance Officer at W.W. Grainger, Inc. from 2008 to 2011. From 2000 to 2007, Ms. Kogl served as Vice President, Corporate Secretary and Deputy General Counsel at The ServiceMaster Company. From 1997 to 2000, Ms. Kogl served as Vice President and General Counsel at Spyglass, Inc. Ms. Kogl has served on the Board of Directors of Crane NXT, Co. since April 2023 and the U.S. Chamber of Commerce since 2020. She is also a member of the Board of Trustees at Lake Forest College. Ms. Kogl holds a B.A. in Political Science from Lake Forest College and a J.D. from the University of Wisconsin-Madison Law School. | | Colleen M. O’Sullivan SVP Chief Accounting Officer Age: 57 | Ms. O’Sullivan has served as Zebra’s Chief Accounting Officer since 2016. Prior to joining Zebra, Ms. O’Sullivan served in financial and accounting roles at Career Education Corporation from 2008 to 2014, including as: Vice President and Controller; Senior Vice President, Controller and Chief Accounting Officer; and Senior Vice President and Chief Financial Officer. Between 2003 and 2007, Ms. O’Sullivan held roles in the controller’s function at Hewitt Associates, which has since merged into AON Corporation, and at Sears Holdings Corporation. From 2001 to 2002, Ms. O’Sullivan’s served as an Audit Partner at Arthur Andersen. Ms. O’Sullivan received a B.S. from the University of Illinois and is a Certified Public Accountant (currently inactive). |
Fees of Independent Auditors
| Jeffrey F. Schmitz Chief People Officer Age: 61 | Mr. Schmitz has served as Zebra’s Chief People Officer since March 2023. Previously, Mr. Schmitz served as Chief Marketing Officer from 2016 to March 2023 and as Chief Human Resources Officer from 2020 to March 2023. Prior to joining Zebra, Mr. Schmitz served in executive roles at Spirent Communications Plc, a telecommunications testing company, from 2009 to 2016, including as: Vice President and General Manager of Networks and Applications; Chief Marketing Officer; and Executive Vice President of Wireless and Service Assurance. Earlier in his career, Mr. Schmitz served as Senior Vice President of Sales and Marketing at Rivulet Communications, Inc., a medical imaging company, from 2007 to 2009. From 2004 to 2005, Mr. Schmitz served as Vice President of Marketing and Product Management at Visual Networks, Inc., an enterprise software company. From 1988 to 2004, Mr. Schmitz served in various roles with increasing levels of responsibility for Tellabs, Inc. Mr. Schmitz holds a B.S. in electrical engineering from Marquette University and an M.S. in computer science from the Illinois Institute of Technology. | | Joseph R. White Chief Product & Solutions Officer Age: 55 | Mr. White has served as Zebra’s Chief Product and Solutions Officer since March 2023. Previously, Mr. White served as Senior Vice President and General Manager for Zebra’s Enterprise Mobile Computing business from 2014 to 2023. Mr. White joined Zebra from Motorola Solutions, Inc. in 2014 as part of Zebra’s acquisition of Motorola’s Enterprise business, where he had served in business development and product management leadership roles since 2004. Mr. White has received numerous awards recognizing his service and contributions, including the Employer Support of the Guard and Reserve Patriot Award from the Department of Defense in 2018 for his support of Zebra employees who serve in the United States Armed Forces, and the Richard R. Dilling award from AIM Global in 2019, which recognizes executives, scientists, and engineers for outstanding contributions that have furthered the growth of the Automatic Identification and Data Capture industry. Mr. White holds a B.S. in accounting from the University of Maryland. | | Nathan A. Winters Chief Financial Officer Age: 46 | Mr. Winters has served as Zebra’s Chief Financial Officer since January 2021 after serving as Acting Chief Financial Officer beginning in August 2020. Mr. Winters joined Zebra in 2018 as Vice President of Corporate Financial Planning & Analysis and Business Operations. Prior to joining Zebra, Mr. Winters served as Chief Financial Officer, Global Supply Chain, from 2016 to 2018, and as Chief Financial Officer, BioProcess from 2014 to 2016, each at GE Healthcare Technologies Inc., and had held various roles with increasing levels of responsibility across finance and accounting functions at GE Healthcare Technologies Inc. and General Electric Co., from 2001 to 2014. Mr. Winters serves on the Board of Directors for the Junior Achievement of Chicago and Accounting Advisory Board for the University of Kentucky Gatton College of Business and Economics. Mr. Winters holds a B.A. in finance and economics from the University of Kentucky. |

DEF 14A of Zebra Technologies Corp

Biographical Information of Zebra’s Director Nominees and Continuing Directors

Director Nominees

Director Nominees

Director Nominees

Director Nominees

Director Nominees

Director Nominees

Director Nominees

Continuing Directors

Continuing Directors

Continuing Directors

Continuing Directors

Continuing Directors

Continuing Directors

Continuing Directors

Continuing Directors

Continuing Directors

Continuing Directors

Continuing Directors

Continuing Directors

Continuing Directors

Continuing Directors

Continuing Directors

Director Compensation

Director Compensation

Elements of Director Compensation

Elements of Director Compensation

Elements of Director Compensation

2024 Non-Employee Director Compensation

2024 Non-Employee Director Compensation

2024 Non-Employee Director Compensation

2024 Non-Employee Director Compensation

2024 Non-Employee Director Compensation

Executive Summary – Compensation Discussion and Analysis

Stockholder Engagement and Responsiveness to 2024 Say-on-Pay Result

Board Actions in Response to 2024 Say-on-Pay Feedback

Compensation Governance Practices

Compensation Governance Practices

Compensation Governance Practices

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

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

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

Compensation Components

2024 Pay for Performance Outcomes

2024 Annual Cash Incentive Awards

Target Awards

Target Awards

Annual Cash Incentive Plan Performance Metrics

Annual Cash Incentive Plan Performance Metrics

Annual Cash Incentive Plan Performance Metrics

Annual Cash Incentive Plan Performance Metrics

Annual Cash Incentive Plan Performance Metrics

Annual Cash Incentive Plan Performance Metrics

2024 Financial Performance Results and Payout Percentage

2024 Financial Performance Results and Payout Percentage

2024 Financial Performance Results and Payout Percentage

2024 Financial Performance Results and Payout Percentage

2024 Financial Performance Results and Payout Percentage

2024 Financial Performance Results and Payout Percentage

2024 Financial Performance Results and Payout Percentage

2024 Financial Performance Results and Payout Percentage

2024 Annual Cash Incentive Awards for the NEOs

2024 Annual Cash Incentive Awards for the NEOs

2024 Annual Cash Incentive Awards for the NEOs

2024 Long-Term Equity Incentive Awards

Form of Awards

Form of Awards

2024 LTI Awards

Target Awards

Target Awards

Time-Vested Restricted Stock Units Granted in 2024

Performance-Vested Restricted Stock Units Granted in 2024

Performance-Vested Restricted Stock Units Granted in 2024

Performance-Vested Restricted Stock Units Granted in 2024

Performance-Vested Restricted Stock Units Granted in 2024

Performance-Vested Restricted Stock Units Granted in 2024

Performance-Vested Restricted Stock Units Granted in 2024

Performance-Vested Restricted Stock Units Granted in 2024

Performance-Vested Restricted Stock Units Granted in 2024