Motorola Solutions, Inc DEF 14A, filed Mar 28, 2024

About this DEF 14A

Motorola Solutions, Inc. (MSI)

DEF 14A 2024-03-28 For: 2024-05-14

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Added on June 12, 2026

2023 HIGHLIGHTS

^• Grew sales 10% to record $10 billion

^• Achieved record sales in both segments and all three technologies

^• Increased earnings per share by 25%

^• Increased quarterly dividend 11% to $0.98 per share

^• Generated $2 billion of operating cash flow

^• Capital allocation of cash included $804 million of share repurchases, $589 million of dividends and $170 million for an acquisition

^• Acquired IPVideo, creator of the HALO Smart Sensor

^• Announced $2 billion increase to the share repurchase program

^• Added approximately 275 new patents bringing our current patent portfolio to approximately 6,560 patents

^• Employees volunteered a record of nearly 100,000 hours during the year

^• Launched “GO ALL INclusive,” an initiative aimed at celebrating and promoting our inclusive corporate value

^• Named to TIME’s 2023 World’s Best Companies

^• Named to Forbes 2023 World’s Top Companies for Women

^• Named to Fortune’s 2023 World’s Most Admired Companies

^• Named to Fast Company’s Best Workplaces for Innovators

Motorola Solutions, Inc filed this DEF 14A on March 28, 2024.

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REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:
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	BY TELEPHONE	ONLINE AT THE VIRTUAL ANNUAL MEETING
	Use the toll-free telephone number listed on your proxy card.	Attend the virtual Annual Meeting at www.virtualshareholdermeeting.com/MSI2024


PROXY STATEMENT SUMMARY			1
MOTOROLA SOLUTIONS’ ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) PROGRAM			7
OUR BOARD			12
PROPOSAL NO. 1 — ELECTION OF EIGHT DIRECTOR NOMINEES NAMED IN THIS PROXY STATEMENT FOR A ONE-YEAR TERM			12
OUR BOARD – WHO WE ARE			12
OUR BOARD’S QUALIFICATIONS			17
HOW OUR BOARD IS SELECTED AND ASSESSED			17
HOW OUR BOARD GOVERNS THE COMPANY			20
OUR BOARD’S LEADERSHIP STRUCTURE			23
COMMITTEES OF THE BOARD			24
INDEPENDENCE			26
RELATED PERSON TRANSACTION POLICY AND PROCEDURES			26
HOW YOU CAN COMMUNICATE WITH OUR BOARD			27
HOW WE DETERMINE DIRECTOR COMPENSATION			27
HOW OUR DIRECTORS ARE COMPENSATED			27
WHO WE ARE			30
OUR LEADERSHIP TEAM			31

PROPOSAL NO. 2 — RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2024			34
OUR PAY			35
PROPOSAL NO. 3 — ADVISORY APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION			35
COMPENSATION DISCUSSION AND ANALYSIS			36
SAY ON PAY VOTE RESULTS AND SHAREHOLDER ENGAGEMENT			37
EXECUTIVE SUMMARY			38
PROCESS FOR DETERMINING EXECUTIVE COMPENSATION			48
2023 ANNUAL COMPENSATION ELEMENTS			51
COMPARATIVE MARKET DATA			54
EQUITY USAGE UNDER OUR COMPENSATION PROGRAMS			55
OTHER COMPENSATION POLICIES AND PRACTICES			56

COMPENSATION AND LEADERSHIP COMMITTEE REPORT			59
COMPENSATION AND LEADERSHIP COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			59
NAMED EXECUTIVE OFFICER COMPENSATION			60
2023 SUMMARY COMPENSATION TABLE			60
GRANTS OF PLAN-BASED AWARDS IN 2023			63
OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END			64
OPTION EXERCISES AND STOCK VESTED IN 2023			65
NONQUALIFIED DEFERRED COMPENSATION IN 2023			66
RETIREMENT PLANS			66
PENSION BENEFITS IN 2023			67
EMPLOYMENT CONTRACTS			67
TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL ARRANGEMENTS			68

CEO PAY RATIO			75
PAY VS. PERFORMANCE			76
EQUITY COMPENSATION PLAN INFORMATION			79
PROPOSAL NO. 4 — APPROVAL OF AN AMENDMENT TO THE COMPANY’S RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE FOR THE EXCULPATION OF CERTAIN OFFICERS			80
AUDIT COMMITTEE MATTERS			82
REPORT OF AUDIT COMMITTEE			82
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES			84
AUDIT COMMITTEE PRE-APPROVAL POLICIES			84

OUR SHAREHOLDERS			85
SECURITY OWNERSHIP INFORMATION			85

USER’S GUIDE			87
VIRTUAL ANNUAL MEETING PHILOSOPHY			87
INSTRUCTIONS FOR VIRTUAL ANNUAL MEETING			87
VOTING MATTERS			88

IMPORTANT DATES FOR THE 2025 ANNUAL MEETING			91
OTHER MATTERS			93

APPENDIX A — AMENDMENT TO THE COMPANY’S RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE FOR THE EXCULPATION OF CERTAIN OFFICERS			A-1



Items to be Voted On		Our Board’s Recommendation

Election of Eight Director Nominees Named in this Proxy Statement for a One-Year Term (page 12)		FOR

Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for 2024 (page 34)		FOR

Advisory Approval of the Company’s Executive Compensation (page 35)		FOR

Approval of an Amendment to the Company’s Restated Certificate of Incorporation to Provide for the Exculpation of Certain Officers (page 80)		FOR



E	Environment	^• We developed an internal product carbon footprint database to help us better identify areas for reduction in greenhouse gas emissions associated with the use of our products. ^• We defined product carbon footprint attributes across our product portfolio and added these attributes to our engineering product lifecycle management (PLM) system. Adding these into our design process helps to ensure that sustainability attributes are considered in our product development. ^• We deployed an “Emissions Management Tool” from the RBA to track our suppliers’ greenhouse gas emissions, emission reduction goals and environmental performance. ^• We provided a “green building survey” to certain of our facilities across the globe to help assess the sustainability of our sites. ^• We continued to transition our leased fleet of vehicles to electric or hybrid vehicles to help reduce carbon emissions. As of the end of 2023, thirty percent of our leased fleet of vehicles in the UK was comprised of electric vehicles. ^• We established the Motorola Solutions Green Team, an internal employee-driven resource group that promotes green volunteerism, environmental education and sustainability opportunities organization-wide.

S	Supply Chain	^• We further enhanced business continuity and resiliency in our supply chain by continuing to move supply and operations to locations that are closer in proximity to our customers. This movement of operations reduced lead times between manufacturing and distribution locations and resulted in reduced reliance on both ocean and air freight. ^• We introduced a single-box packaging solution that reduces air space and foam packaging, which we expect to yield a packaging material reduction of up to approximately 450 tons in 2024. ^• Our commitment to providing economic opportunities to small businesses remained steadfast. We conducted more than $400 million in business with small and diverse businesses in 2023. ^• More than sixty of our suppliers were required to take training to develop their knowledge of sustainability topics, including carbon footprint, recognizing and preventing forced labor, transparency and ethics, and waste management. ^• In observance of Anti-Slavery Day, we hosted an event in October 2023 that included panel discussions and presentations from expert speakers from the UK House of Lords, the US Bureau of International Labor Affairs at the US Department of Labor, and Anti-Slavery International.


Motorola Solutions Notice of 2024 Annual Meeting of Shareholders and Proxy Statement		1



S	Our Business	^• Our ISO 22301 business continuity management system certification continued to expand. In 2023, five additional sites achieved compliance to the standard, bringing our total number of certified sites to twelve. Further, an additional three sites achieved compliance to the ISO 22301 standard according to our own internal audit, and we anticipate seeking certification for such sites in the coming years. ^• Our Enterprise Information Security program launched various company-wide information security initiatives: ^• We launched an initiative requiring employees to use Company-trusted devices to access core applications within the Company. ^• We implemented a policy framework to guide our engagement with generative artificial intelligence (“AI”). ^• To bolster our authentication security we expanded the use of biometrics for employee authentication, reducing our reliance on passwords, and migrated employees to updated forms of multi-factor authentication in an effort to further protect our employees. ^• We updated our corporate cybersecurity policies and procedures to support customer contracts. ^• We revised our vendor risk assessment strategy to align with increased awareness of risks associated with the use of cloud environments and solutions in our offerings. ^• We placed our source code repositories behind trusted device enforcement.

G	Governance and Compliance	^• In February 2023, the Board appointed Mr. James A. Niewiara, Senior Vice President, General Counsel, and Ms. Karen E. Dunning, Senior Vice President, Human Resources, to the Company’s management Executive Committee. ^• We reinforced our commitment to conducting business ethically with a public statement published to our website that outlines the policies, processes, controls and oversight that are the foundation of our anti-corruption compliance program. ^• In collaboration with the Motorola Solutions Technology Advisory Committee, we continued to expand upon and mature our processes for how we control for and review sales opportunities of products involving certain products and technologies. These processes include, for example, requiring an internal multidisciplinary review of such sales opportunities against our sensitive technologies policy to help ensure that our products are used responsibly and in accordance with their intended use. We also expanded our focus to more directly address specific considerations addressing the rapid growth and use of AI.


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

Principal Occupation: Chairman and Chief Executive Officer, Motorola Solutions, Inc.
Age: 63 Race: White Director since: 2007 Chairman since: 2011


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

Principal Occupation: Former Chief Financial Officer and Senior Vice President, Finance, ANSYS, Inc.
Age: 50 Race: White Director since: 2024 Independent


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

Principal Occupation: General Partner, Sway Ventures
Age: 65 Race: Black Director since: 2017 Lead Independent Director since: 2019 Independent


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

Principal Occupation: Dean of the College of Engineering, The Ohio State University
Age: 52 Race: Black Director since: 2022 Independent



1		The Governance and Nominating Committee reviews the format of the Board assessment and director peer review process as necessary to help ensure that the solicited feedback remains relevant and appropriate.



2		Each director completes an annual self-assessment of the Board and the committees on which such director serves. These self-assessments are designed to help assess the skills, qualifications, and experience represented on the Board and its committees, and to determine whether the Board and its committees are functioning effectively.



3		The results of this annual self-assessment are discussed by the full Board and each committee, as applicable, and changes to the Board’s and its committees’ practices are implemented as appropriate.



4		The Lead Independent Director also conducts a confidential director peer review process. As part of this process, the Lead Independent Director speaks with each other director individually to obtain insights regarding the contributions of other directors (and the Chairman of the Board may speak with each other director regarding the contributions of the Lead Independent Director), and to discuss issues in greater depth and obtain more targeted feedback with respect to Board, committee and individual director effectiveness.



DIRECTOR NOMINEE TENURE DIVERSITY	BOARD REFRESHMENT
	+5 Directors added	-6 Directors retired
	over the last 8 years



h	h	h

Audit Committee	Compensation and Leadership Committee	Governance and Nominating Committee

^• Reviews and considers our annual audit risk assessment, which identifies risks related to our internal control over financial reporting and informs our internal and external audit plans ^• Monitors and oversees ESG-related risks, including risks related to cybersecurity threats, as further described below under “Board Oversight of ESG-Related Risks” and “Board Oversight of Risks Related to Cybersecurity Threats” ^• Monitors independence of our external auditor ^• Reviews our annual audited financial statements and quarterly financial statements with management and our external auditor ^• Reviews risks related to regulatory and compliance matters	^• Assesses, on an annual basis, whether our compensation plans, policies, and practices encourage excessive or inappropriate risk taking by employees ^• Reviews risks related to talent acquisition, retention and development, as well as management succession ^• Reviews internal DEI initiatives	^• Conducts an annual review of our corporate governance policies and practices ^• Receives updates on emerging corporate governance issues and trends ^• Oversees annual self-assessment process for the Board and each of its committees, which includes soliciting directors’ views on our strategy and enterprise risks ^• Monitors and reviews our ESG strategy, initiatives and policies ^• Reviews quarterly expenditures for Company and MSIPAC political contributions, lobbying, and industry association memberships
^• Reviews the use and consistent presentation of non-GAAP measures in our earnings releases and SEC filings ^• Considers the impact of risk on our financial position and the adequacy of our risk-related internal controls ^• Receives annual enterprise risk management report ^• Receives quarterly report on litigation and compliance trends and an annual update on regulatory developments


AUDIT COMMITTEE				Key Responsibilities • Assist the Board in fulfilling its oversight responsibilities as they relate to the integrity of the Company’s financial statements and accounting policies, internal controls, disclosure controls and procedures, financial reporting practices and legal and regulatory compliance.
2023 Meetings: 10
Judy C. Lewent (Chair) Nicole Anasenes* Dr. Ayanna M. Howard Clayton M. Jones * Audit Committee member as of February 21, 2024				• Engage the independent registered public accounting firm. • Monitor the qualifications, independence and performance of the Company’s independent registered public accounting firm and the performance of the Company’s internal auditors. • Maintain, through regularly scheduled meetings, a line of communication between the Board and the Company’s financial management, internal auditors and independent registered public accounting firm. • Oversee compliance with the Company’s policies for conducting business, including ethical business standards as specified in the Company’s Code of Business Conduct. • Review the Company’s overall financial position, asset utilization and capital structure. • Review the need for equity and/or debt financing and specific outside financing proposals. • Monitor the performance and investments of employee retirement and related funds. • Review the Company’s dividend payment plans and practices. • Prepare the report of the Audit Committee included in this Proxy Statement. • Review significant risk exposure as it relates to the Audit Committee’s areas of responsibilities, including ESG-related, cybersecurity and data privacy, financial and regulatory and compliance risk. • Review the Company’s quarterly and annual SEC filings and quarterly earnings releases. Independence, Financial Expertise, and Financial Literacy Our Board has determined that each member of the Audit Committee qualifies as an independent director under the corporate governance standards of the NYSE, our Director Independence Guidelines and the additional Audit Committee independence requirements under the rules of the SEC. Our Board has also determined that each member of the Audit Committee qualifies as an “audit committee financial expert,” as defined by SEC rules. All members of the Audit Committee are familiar with finance and accounting practices and principles and are financially literate.


COMPENSATION AND LEADERSHIP COMMITTEE		Key Responsibilities • Assist the Board in overseeing the management of the Company’s human resources, including: • compensation and benefits programs; • CEO performance and compensation; • executive development and succession; • DEI efforts; and • evaluation of the Company’s senior management. • Evaluate the overall performance and approve the compensation of officers subject to Section 16 of the Exchange Act and of officers who are members of the senior leadership team.

2023 Meetings: 6
Joseph M. Tucci (Chair) Kenneth D. Denman Egon P. Durban*
* Mr. Durban has not been nominated for re-election at the Annual Meeting

		• Determine and approve CEO compensation with the concurrence of the independent directors of the Board. • Review and discuss the Compensation Discussion and Analysis (“CD&A”) with management and make a recommendation to the Board on the inclusion of the CD&A in this Proxy Statement. • Prepare the report of the Compensation and Leadership Committee included in this Proxy Statement. • Review significant risk exposure as it relates to the Compensation and Leadership Committee’s areas of responsibilities, including compensation risk. The Compensation and Leadership Committee may, in its reasonable discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the Compensation and Leadership Committee and, solely with respect to compensation of non-executive officer employees, to management, as appropriate. The Compensation and Leadership Committee is supported in its work by our independent compensation consultant, Compensation Advisory Partners LLC (“CAP”). CAP provides the Compensation and Leadership Committee with information regarding market compensation and practices, assists the Compensation and Leadership Committee in the review and evaluation of such compensation and practices, carries out competitive reviews as directed by the Compensation and Leadership Committee, and advises the Compensation and Leadership Committee on executive compensation decisions and the Governance and Nominating Committee on non-employee director compensation decisions. Independence Our Board has determined that each member of the Compensation and Leadership Committee qualifies as an independent director under the corporate governance standards of the NYSE (including the additional Compensation and Leadership Committee requirements) and our Director Independence Guidelines. Our Board has also determined that each member of the Compensation and Leadership Committee is a “non-employee director” for purposes of Section 16 of the Exchange Act.


GOVERNANCE AND NOMINATING COMMITTEE				Key Responsibilities ^• Identify individuals qualified to become Board members, consistent with the criteria approved by the Board. ^• Recommend director nominees and individuals to fill vacant positions and to serve on committees. ^• Assist the Board in interpreting the Company’s Board Governance Guidelines, the Board’s Principles of Conduct and any other similar governance documents adopted by the Board. ^• Oversee the evaluation of the Board and its committees. ^• Review the independence of directors and evaluate related party transactions. ^• Oversee the governance of the Board and compensation of non-employee members of the Board.
2023 Meetings: 5
Kenneth D. Denman (Chair) Gregory K. Mondre Joseph M. Tucci

				^• Review the Company’s ESG strategy, initiatives and policies. ^• Review significant risk exposure as it relates to the Governance and Nominating Committee’s areas of responsibilities. Independence Our Board has determined that each member of the Governance and Nominating Committee qualifies as an independent director under the corporate governance standards of the NYSE and our Director Independence Guidelines.


EXECUTIVE COMMITTEE				Key Responsibilities • Act for the Board between meetings on matters already approved in principle by the Board. • Exercise the authority of the Board on specific matters assigned by the Board from time to time.
2023 Meetings: 0
Gregory Q. Brown (Chair) Kenneth D. Denman (Lead Independent Director) Judy C. Lewent Joseph M. Tucci


Cash Compensation		Annual Compensation (paid quarterly)

Annual Cash Retainer		$100,000

Lead Independent Director Fee		$40,000

Audit Committee Chairperson Fee		$25,000

Compensation and Leadership Committee Chairperson Fee		$20,000

Governance and Nominating Committee Chairperson Fee		$15,000

Audit Committee Member Fee		$10,000
Equity Compensation		Annual Compensation (paid annually)

Annual Equity Grant		$220,000



Name (a)	Fees Earned or Paid in Cash ($)⁽¹⁾ (b)		Stock Awards ($)⁽²⁾⁽³⁾ (c)		All Other Compensation ($)⁽⁴⁾ (g)	Total ($) (h)

Kenneth D. Denman		155,000		220,283	157		375,440
Egon P. Durban⁽⁵⁾		0		320,778	157		320,935
Dr. Ayanna M. Howard		110,000		220,283	157		330,440

Clayton M. Jones		110,000		220,283	157		330,440

Judy C. Lewent		125,000		220,283	157		345,440

Gregory K. Mondre		0		320,778	157		320,935

Joseph M. Tucci		120,000		220,283	157		340,440



	April 1		May 16		July 1		September 30		December 31
Directors	Deferred Stock Units		Annual Grant of Deferred Stock Units		Deferred Stock Units		Deferred Stock Units		Deferred Stock Units

Kenneth D. Denman		–		756		–		–		–
Fair Value				$220,283

Egon P. Durban		88		756		86		92		80
Fair Value		$25,179		$220,283		$25,222		$25,046		$25,047

Dr. Ayanna M. Howard		–		756		–		–		–
Fair Value				$220,283

Clayton M. Jones		–		756		–		–		–
Fair Value				$220,283

Judy C. Lewent		–		756		–		–		–
Fair Value				$220,283

Gregory K. Mondre		88		756		86		92		80
Fair Value		$25,179		$220,283		$25,222		$25,046		$25,047

Joseph M. Tucci		–		756		–		–		–
Fair Value				$220,283


Directors		Deferred Stock Units
Kenneth D. Denman		5.744
Egon P. Durban		21,046
Dr. Ayanna M. Howard		1,958
Clayton M. Jones		15,116
Judy C. Lewent		5,325
Gregory K. Mondre		21,384
Joseph M. Tucci		10,177


KAREN DUNNING		Ms. Dunning is Senior Vice President, Human Resources for Motorola Solutions. She leads the Company’s human resources, DEI, labor and employment teams, as well as the Motorola Solutions Foundation. Previous Experience Senior Vice President, Human Resources, Labor & Employment, Operations and Real Estate. Ms. Dunning joined Motorola Solutions in 1985 and has held several leadership positions in strategy, business operations and engineering throughout her career with the Company. She serves as the executive sponsor for the LGBTQ business council at Motorola Solutions. Education Ms. Dunning earned a bachelor’s degree in finance and a master’s degree in business administration from Florida Atlantic University.

Senior Vice President, Human Resources
Joined Motorola Solutions: 1985 Age: 68


JOHN “JACK” MOLLOY		Mr. Molloy is Executive Vice President and Chief Operating Officer for Motorola Solutions. He leads the Company’s worldwide sales and services organization and product development of land mobile radio. Mr. Molloy serves on the advisory board for Sales Benchmark Index. Previous Experience Executive Vice President, Products and Sales, overseeing worldwide sales and product development for land mobile radio and video security and access control; Executive Vice President, Worldwide Sales & Services, overseeing global sales, systems integration and managed and support services. Education Mr. Molloy earned a bachelor’s degree in marketing from Northern Illinois University and a master’s degree in business administration from Loyola University.

Executive Vice President and Chief Operating Officer
Joined Motorola Solutions: 1994 Age: 52


JAMES NIEWIARA		Mr. Niewiara is Senior Vice President, General Counsel of Motorola Solutions. He leads the Company’s legal, government affairs, and ethics and compliance teams. Previous Experience Senior Vice President, Commercial Law, Litigation, Antitrust & Intellectual Property. Mr. Niewiara joined Motorola Solutions in 2008 and has held several law leadership roles at the Company. Most recently, he was responsible for overseeing the Company’s commercial legal teams as well as litigation and intellectual property. Prior to joining the Company, he spent 15 years as a commercial litigator in Chicago. Education Mr. Niewiara earned a bachelor’s degree in political science and economics from the University of Illinois at Urbana-Champaign and a law degree from Harvard Law School.

Senior Vice President, General Counsel
Joined Motorola Solutions: 2008 Age: 55


MAHESH SAPTHARISHI		Dr. Saptharishi is Executive Vice President and Chief Technology Officer for Motorola Solutions. He is responsible for the Company’s public safety software and video security and access control solutions. He also leads the chief technology office. Previous Experience Senior Vice President, Software Enterprise and Mobile Video, and Chief Technology Officer; Chief Technology Officer & Senior Vice President, Software Enterprise; Senior Vice President, Chief Technology Officer; Chief Technology Officer, Senior Vice President of Avigilon. Prior to Avigilon, Dr. Saptharishi founded VideoIQ, a video analytics company that was acquired by Avigilon, as well as Broad Reach Security, which was later acquired by GE. Education Dr. Saptharishi earned a bachelor of science and a master of science degree in electrical and computer engineering, and a doctoral degree in artificial intelligence, from Carnegie Mellon University.

Executive Vice President and Chief Technology Officer
Joined Motorola Solutions: 2019 Age: 46


JASON WINKLER		Mr. Winkler is Executive Vice President and Chief Financial Officer for Motorola Solutions. He is responsible for the Company’s financial strategy and leads all financial functions as well as supply chain and information technology. Mr. Winkler serves as President of the Motorola Solutions Foundation and is a member of the executive board of the Chicago Police Memorial Foundation. Previous Experience Senior Vice President, Finance; Corporate Vice President, Finance, Global Sales & Services; and Vice President and Director, North America, each for Motorola Solutions. Since joining the Company in 2001, Mr. Winkler has held a number of financial leadership positions supporting investor relations, global channel management, mergers and acquisitions and product operations. Education Mr. Winkler earned a bachelor’s degree in business administration from Valparaiso University and a master’s degree in business administration from the University of Chicago’s Booth School of Business.

Executive Vice President and Chief Financial Officer
Joined Motorola Solutions: 2001 Age: 50


CYNTHIA YAZDI		Ms. Yazdi is Senior Vice President, Communications & Brand for Motorola Solutions. She is responsible for supporting the Chairman and CEO of Motorola Solutions and for global communications and brand for the Company. Previous Experience Senior Vice President, Chief of Staff, Marketing and Communications and Motorola Solutions Foundation. Ms. Yazdi has held a variety of leadership positions in strategy and operations roles during her 20+ year career with the Company. Prior to her role as Chief of Staff, she led product and business operations for the Asia Pacific and Middle East regions. Education Ms. Yazdi earned a bachelor’s degree in civil engineering from Concordia University.

Senior Vice President, Communications & Brand
Joined Motorola Solutions: 2000 Age: 59



Say on Pay Vote Results and Shareholder Engagement			37
Historical Say on Pay Results and Board Responsiveness			37
2023 Shareholder Engagement			37

Executive Summary			38
Named Executive Officers			38
Our Business			38
Company Performance			39
Paying for Performance			39
Evolution of Our CEO’s Pay Program			46

Process for Determining Executive Compensation			48
Compensation Philosophy			48
Compensation Objectives			48
Sound Governance Practices			49
Evolution of Our Executive Compensation Program			50
How We Plan Compensation			50
Performance-Based Compensation Structure			51
2023 Target Total Compensation Summary			51

2023 Annual Compensation Elements			51
Base Salary			51
Short-Term Incentives			52
Long-Term Incentives			53

Comparative Market Data			54
2023 Peer Group			54
Survey Market Data			55

Equity Usage Under Our Compensation Programs			55

Other Compensation Policies and Practices			56
Benefits and Perquisites			56
Stock Ownership Guidelines			56
Change in Control Policy			56
2023 Amendment and Restatement of Incentive Compensation Recoupment Policy			57
Impact of Favorable Accounting and Tax Treatment of Compensation Program Design			57
Anti-Hedging Policy			58


KEY SOLUTIONS

LMR Communications	Video Security and Access Control	Command Center
$10 BILLION	~21,000 EMPLOYEES	6,500+ PATENTS

in annual sales (2023)	in 60 countries	granted

$858 MILLION	100,000+ CUSTOMERS	13,000 NETWORKS

in R&D spending (2023)	in over 100 countries	installed across the globe



COMPANY PERFORMANCE MEASURE	MINIMUM	TARGET	MAXIMUM	2023 RESULT	COMPANY PERFORMANCE FACTOR	MEASURE WEIGHT	WEIGHTED RESULT

Non-GAAP OE¹ (in millions)	$2,475	$2,750	$3,025	$2,784	1.04	65%	0.67

Free Cash Flow² (in millions)	$1,472	$1,635	$1,880	$1,791	1.20	35%	0.42

TOTAL							1.09



2023 ACCOMPLISHMENT HIGHLIGHTS
FINANCIAL		^• Achieved revenue growth of 10% to $10 billion, a company record ^• Achieved record operating cash flow of $2 billion, up 12% ^• Grew Products and Systems Integration segment revenue 9% to $6.2 billion, a company record ^• Achieved LMR revenue growth of 8% to $7.5 billion, a company record ^• Achieved LMR revenue growth within the Products and Systems Integration segment of 9% to $5.1 billion, a company record ^• Achieved LMR revenue growth within the Software and Services segment of 5% to $2.4 billion, a company record ^• Grew Software and Services segment revenue 10% to $3.7 billion, a company record ^• Achieved Video revenue of $1.7 billion, a 13% increase, a company record ^• Achieved Command Center revenue of $726 million, a 21% increase, a company record ^• Achieved non-GAAP OE growth of 18% to $2.8 billion, a company record ^• Achieved gross margin of $5 billion, a company record ^• Earned credit rating upgrade from Moody’s to Baa2 and positive outlook with BBB- rating by Fitch, reflecting the Company’s strong balance sheet
OPERATIONAL		^• Finished year with ending backlog of $14.3 billion, including record Products and Systems Integration backlog of $5 billion ^• Invested $858 million in research and development (“R&D”) and grew patent portfolio to 6,560 granted patents and 775 patents pending ^• Transitioned low end business radio portfolio to outsourced business model ^• Shipped $150 million of LMR products to Ukraine



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



	IPF	FINANCIAL AND OPERATIONAL	LONG-TERM STRATEGIC INITIATIVES	PEOPLE

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