Motorola Solutions, Inc DEF 14A, filed Mar 30, 2023

About this DEF 14A

Motorola Solutions, Inc. (MSI)

DEF 14A 2023-03-30

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Added on June 12, 2026

2022 HIGHLIGHTS

^• Grew sales 12% to record $9.1 billion

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

^• Grew backlog 6% compared to 2021, to record $14.3 billion

^• Increased quarterly dividend 11% to $0.88 per share

^• Generated $1.8 billion of operating cash flow

^• Issued $600 million of new long-term debt and repaid $275 million of outstanding long-term debt

^• Capital allocation of cash included $836 million of share repurchases and $530 million of dividends. The Company also invested approximately $1.2 billion on seven acquisitions in 2022:

^• Ava Security Limited, a provider of cloud-native video security and analytics

^• TETRA Ireland Communications Limited, the provider of Ireland’s National Digital Radio Service

^• Calipsa, Inc., a provider of cloud-native advanced video analytics

^• Videotec S.p.A., a provider of ruggedized video security solutions

^• Barrett Communications Pty Ltd, a provider of specialized radio communications

^• Futurecom Systems Group ULC, a provider of radio coverage extensions solutions

^• Rave Mobile Safety, Inc., a provider of mass notification and incident management services

^• Employees volunteered a record of more than 75,000 hours during the year

^• Met goal of partnering with at least 10% diverse and small business suppliers

^• Announced Public Safety Threat Alliance, a cybersecurity threat intelligence sharing and collaboration hub

^• Named to Fortune’s 2023 World’s Most Admired Companies and ranked No. 1 for the Network and Other Communications Equipment category

^• Named to Forbes 2022 World’s Best Employers List

^• Named to The Wall Street Journal list of 250 Best-Managed Companies

^• Named to Fast Company’s World‘s Most Innovative Companies

^• Named to Disability Equality Index Best Places to Work

Motorola Solutions, Inc filed this DEF 14A on March 30, 2023.

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REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:
	ONLINE BEFORE THE MEETING	BY MAIL
	visit www.proxyvote.com	If you received a printed copy of the proxy card, mark, sign, date and return the proxy card using the postage-paid envelope provided.
	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/MSI2023


PROXY STATEMENT SUMMARY			1
OUR BOARD			13
PROPOSAL NO. 1 — ELECTION OF EIGHT DIRECTORS NAMED IN THIS PROXY STATEMENT FOR A ONE-YEAR TERM			13
WHO WE ARE – BOARD			13
OUR BOARD’S QUALIFICATIONS			18
HOW OUR BOARD IS SELECTED AND ASSESSED			18
HOW OUR BOARD GOVERNS THE COMPANY			21
OUR BOARD’S LEADERSHIP STRUCTURE			25
COMMITTEES OF THE BOARD			26
INDEPENDENCE			28
RELATED PERSON TRANSACTION POLICY AND PROCEDURES			28
HOW YOU CAN COMMUNICATE WITH OUR BOARD			29
HOW WE DETERMINE DIRECTOR COMPENSATION			29
HOW OUR DIRECTORS ARE COMPENSATED			30

OUR COMPANY			33
WHO WE ARE			33
OUR LEADERSHIP TEAM			34

PROPOSAL NO. 2 — RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2023			37
OUR PAY			38
PROPOSAL NO. 3 — ADVISORY APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION			38
COMPENSATION DISCUSSION AND ANALYSIS			39
SAY ON PAY VOTE RESULTS AND SHAREHOLDER ENGAGEMENT			40
EXECUTIVE SUMMARY			41
PROCESS FOR DETERMINING EXECUTIVE COMPENSATION			51
2022 ANNUAL COMPENSATION ELEMENTS			55
COMPARATIVE MARKET DATA			57
EQUITY USAGE UNDER OUR COMPENSATION PROGRAMS			58
OTHER COMPENSATION POLICIES AND PRACTICES			59

COMPENSATION AND LEADERSHIP COMMITTEE REPORT			62
COMPENSATION AND LEADERSHIP COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			62
NAMED EXECUTIVE OFFICER COMPENSATION			63
2022 SUMMARY COMPENSATION TABLE			63
GRANTS OF PLAN-BASED AWARDS IN 2022			66
OUTSTANDING EQUITY AWARDS AT 2022 FISCAL YEAR-END			67
OPTION EXERCISES AND STOCK VESTED IN 2022			68
NONQUALIFIED DEFERRED COMPENSATION IN 2022			69
RETIREMENT PLANS			70
PENSION BENEFITS IN 2022			70
EMPLOYMENT CONTRACTS			71
TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL ARRANGEMENTS			72

CEO PAY RATIO			79
PAY VS. PERFORMANCE			80
EQUITY COMPENSATION PLAN INFORMATION			83
PROPOSAL NO. 4 — ADVISORY APPROVAL OF THE FREQUENCY OF THE ADVISORY VOTE TO APPROVE THE COMPANY’S EXECUTIVE COMPENSATION			84
AUDIT COMMITTEE MATTERS			85
REPORT OF AUDIT COMMITTEE			85
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES			87
AUDIT COMMITTEE PRE-APPROVAL POLICIES			87

OUR SHAREHOLDERS			88
SECURITY OWNERSHIP INFORMATION			88

USER’S GUIDE			90
VIRTUAL ANNUAL MEETING PHILOSOPHY			90
INSTRUCTIONS FOR VIRTUAL ANNUAL MEETING			90
VOTING MATTERS			91

IMPORTANT DATES FOR THE 2024 ANNUAL MEETING			94
OTHER MATTERS			96



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 13)		FOR

Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for 2023 (page 37)		FOR

Advisory Approval of the Company’s Executive Compensation (page 38)		FOR

Advisory Approval of the Frequency of the Advisory Vote to Approve the Company’s Executive Compensation (page 84)		1 YEAR



E	Environment	^• In 2022 we published our inaugural TCFD report, providing detail on our climate-related metrics and targets, risk management, strategy and governance. ^• We implemented a new GHG calculation software tool that aims to increase data accuracy and continuously improve our carbon calculation methodology in our efforts to continuously align with the Science Based Target Initiative. ^• We are transitioning all new product packaging to 100% recyclable materials and reduced overall packaging volume by ~40% for all Watchguard products. ^• We launched a third party assessment of the environmental impact of our business travel in order to identify opportunities to reduce our carbon footprint. ^• We also increased our electric or hybrid vehicle purchases by more than 21% for our leased fleet of vehicles that we use in our business. ^• Our Green Procurement Policy is designed to encourage alternatives to the products we procure that are more energy efficient, contain more recycled content and reduce waste. ^• We updated our Supplier Code of Conduct to require our suppliers to develop an environmental impact reduction plan and begin reporting their emissions and waste.

S	Supply Chain & Procurement	^• Our commitment to providing economic opportunities to small and diverse-owned suppliers remained steadfast. We achieved our 2022 goal of partnering with at least 10% diverse and small business suppliers, and nearly doubled our partnerships with diverse and small business suppliers within our indirect procurement platform. ^• We were named one of Resilinc’s Top 30 Most Resilient Suppliers in the High Tech Industry. ^• In addition to maintaining our ISO 9001, ISO 14001, and ISO 45001 certifications, we also grew our total number of ISO certifications by a minimum of 53% at required sites. ^• We issued corporate responsibility surveys to suppliers requesting that they confirm their adherence to our diversity and labor policies. ^• We reinforce the health and safety of our supply chain by applying our Health and Safety policy to contractors and suppliers, where applicable.


Motorola Solutions Notice of 2023 Annual Meeting of Shareholders and Proxy Statement		1


		^• 22% increase in support for programs focused on first responder mental health, ^• 27% increase in support for programs that promote diversity among first responders, ^• 52% increase in support to frontline healthcare workers, ^• 43% increase in support to programs focused on school safety, and ^• 45% increase in support to programs that seek to improve police-community relations (in each case, as compared to 2021) ^• Further, the Foundation awarded $1.3 million in strategic grants to programs that support women ages 8-30 in technology and engineering education. 57% of the Foundation’s funding to technology and engineering programs supported women, while 75% directly benefited people of color. ^• On Giving Tuesday, the Foundation provided all full and part -time employees $25 to donate to an eligible charitable organization of their choice. ^• Through disaster relief grants, employee donations and Foundation matching, the Foundation and employees collectively donated nearly $500,000 to relief efforts related to the Russia-Ukraine conflict and Hurricane Ian.

S	Our Business	^• We expanded the scope and reach of our information security and privacy certifications, achieving the following ISO certifications: 27001 (information security management), 27017 (information security for cloud services), 27018 (protection of personally identifiable information in public clouds) and 27701 (privacy management system). These certifications address our Privacy and Information Security Management System governing the information assets and data processed by our development and technical engineering support operations for the products and services at 28 sites worldwide. ^• We also achieved SOC2 Type II reporting (an internal controls reporting system concerning company safeguards of customer data) for including the security, confidentiality, processing integrity, availability and privacy trust criteria across these same 28 sites. ^• In furtherance of our information security and privacy practices, we expanded our business continuity activities to achieve ISO certification to the 22301 standard for business continuity management systems at seven of our largest sites worldwide. As of the date of this Proxy Statement, an additional four sites are currently in the process of achieving the ISO 22301 certification. ^• We launched the Public Safety Threat Alliance (“PSTA”), an Information Sharing and Analysis Organization that is dedicated to providing the public safety community with relevant and actionable cyber intelligence in an effort to help them improve their cybersecurity postures. The PSTA was recognized in late 2022 by the Cybersecurity and Infrastructure Agency – an agency of the US Department of Homeland Security charged with leading the effort to enhance the security, resiliency, and reliability of the Nation’s cybersecurity and communications infrastructure. ^• Binding Corporate Rules are legally binding internal rules and policies enabling multinational companies to transfer EU personal data internally. Our Binding Corporate Rules compliance approach received regulatory approval in line with the European General Data Protection Regulations. ^• We continued to conduct internal data privacy assessments of our product offerings and continued to strive to improve our internal methods for data protection by, among other efforts, implementing a security scorecard for our employees to provide feedback regarding their individual security postures. ^• We continued to strive to increase our employee fluency in protecting against malware and cyber attacks.


		^• An independent third party found our Enterprise Information Security program to be a leader compared to our industry peers, when assessed against the NIST Cybersecurity Framework. We were particularly recognized for leveraging new emerging technology and innovation through automation in the Enterprise Security Program. ^• We updated our security practices with respect to acquisitions, which assisted in accelerating our integrations by approximately 80% and yielding a 80% drop in Mergers and Acquisitions (M&A) Infrastructure Integration Security cycle time. ^• In 2022, we initiated a long-term lab security project to protect Motorola Solutions’ intellectual property in non-standard security environments. ^• Two sites were added to our Integrated Management System Certification for ISO9001/ISO14001/ISO18001: Richardson, TX and Edinborough, Scotland. The Interexport business in Chile also transitioned to the MSI Global certification.

G	Governance and Compliance	^• Dr. Ayanna Howard joined our Board of Directors in February 2022, providing deep knowledge in robotics, human-computer interaction and artificial intelligence. ^• The Audit Committee and Governance and Nominating Committee of our Board were briefed on ESG-related matters at a number of their regular meetings. ^• We continued to refine our due diligence processes designed to mitigate the risk of certain products and technologies in our portfolio being used outside of their intended purpose or in a manner that results in harmful social impact, particularly in countries with a known track record of corruption or human right issues per the Transparency International Corruption Perception Index. ^• We updated several of our governance documents to, among other things, aim to remove terminology or language that could be perceived as non-inclusive. ^• In compliance with regulatory requirements and government sanctions, we suspended all sales, provision of services, and shipments of our products to Russia and Belarus.


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, and cybersecurity, safety and security experience as Chairman and CEO of the Company and former Chairman and CEO of Micromuse, Inc. ● Financial and accounting expertise, global business, capital allocation, developing markets, 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, 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: 62 Race: White Director since: 2007 Chairman since: 2011


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 and VMware, Inc. In the last five years, Mr. Denman served on the boards of LendingClub Corporation from July 2017 to February 2021, and Mitek Solutions, Inc. from December 2016 to December 2019. Board Committees: Compensation and Leadership, Governance and Nominating (Chair), Executive Director Qualifications: ● Relevant industry and technology experience, and financial and accounting expertise as former CEO and President of Emotient, Inc., Openwave Systems, Inc. and iPass, Inc. ● Software and services business, cybersecurity and safety and security experience as former CEO and President of Emotient, Inc., Openwave Systems, Inc. and iPass, Inc. ● Public company CEO, global business, and developing markets experience as former CEO and President of iPass, Inc. and 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: 64 Race: Black Director since: 2017 Lead Independent Director since 2019 Independent


EGON P. DURBAN		Mr. Durban is Co-CEO and Managing Partner of Silver Lake, a global technology investment firm, and is based in the firm’s Menlo Park office. Mr. Durban joined Silver Lake in 1999 as a founding principal and was previously Managing Partner and Managing Director from January 2013 to December 2019. He has worked in the firm’s New York office, as well as its London office, which he launched and managed from 2005 to 2010. Other Public Company Boards: Dell Technologies Inc., Endeavor Group Holdings, Inc., Qualtrics International Inc., which has signed a binding agreement (subject to customary closing conditions) to be taken private, Unity Software Inc. and VMware, Inc., which has signed a binding agreement (subject to antitrust approval) to be acquired by Broadcom. In the last five years, Mr. Durban served on the boards of Pivotal Software, Inc. from April 2018 to January 2020, SecureWorks Corp. from December 2015 to May 2020, and Twitter, Inc. from March 2020 to October 2022. Board Committees: Compensation and Leadership Director Qualifications: ● Relevant industry, technology, global business, developing markets, and software and services business experience as Co-CEO of Silver Lake ● Financial and accounting expertise and private equity, investment banking and capital allocation experience as Co-CEO of Silver Lake and as a former associate with Morgan Stanley’s Investment Banking Division ● Public company board experience

Principal Occupation: Co-CEO, Silver Lake
Age: 49 Race: White Director since: 2015 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, safety and security, and software and services business 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: 51 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
	+6 Directors added	-5 Directors retired
	over the last 8 years



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 cyber-related risks, as further described below under “Board Oversight of ESG-Related Risks” and “Board Oversight of Cyber-Related Risks” ^• 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 ^• 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	^• 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 ^• Monitors progress toward 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


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.
2022 Meetings: 9
Judy C. Lewent (Chair) Dr. Ayanna M. Howard Clayton M. Jones				• 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, cyber-related, 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 (as well as former member Gregory K. Mondre who served on the Audit Committee until February 15, 2022) 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 (as well as former member Gregory K. Mondre) 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.
2022 Meetings: 6
Joseph M. Tucci (Chair) Kenneth D. Denman Egon P. Durban


		• 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.
2022 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.
2022 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		220,005	157		375,162
Egon P. Durban		0		320,560	157		320,717
Dr. Ayanna M. Howard		100,834		220,005	144		320,983

Clayton M. Jones		110,000		220,005	157		330,162

Judy C. Lewent		125,000		220,005	157		345,162

Gregory K. Mondre		0		322,227	157		322,384

Joseph M. Tucci		120,000		220,005	157		340,162



	April 1		May 17		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		–		1,031		–		–		–
Fair Value				$220,005

Egon P. Durban		105		1,031		120		112		98
Fair Value		$25,005		$220,005		$25,210		$25,085		$25,256

Dr. Ayanna M. Howard		–		1,031		–		–		–
Fair Value				$220,005

Clayton M. Jones		–		1,031		–		–		–
Fair Value				$220,005

Judy C. Lewent		–		1,031		–		–		–
Fair Value				$220,005

Gregory K. Mondre		112		1,031		120		112		98
Fair Value		$26,672		$220,005		$25,210		$25,085		$25,256

Joseph M. Tucci		–		1,031		–		–		–
Fair Value				$220,005


Directors		Deferred Stock Units
Kenneth D. Denman		4,922
Egon P. Durban		19,693
Dr. Ayanna M. Howard		1,183
Clayton M. Jones		14,179
Judy C. Lewent		5,547
Gregory K. Mondre		20,027
Joseph M. Tucci		9,301


KAREN DUNNING		Ms. Dunning is Senior Vice President, Human Resources for Motorola Solutions, a role in which she has served since February 1, 2023. She leads the Company’s human resources, labor and employment and operations teams. Previous Experience Senior Vice President, Human Resources, Labor & Employment, CAO 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: 67


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 and video security and access control. 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: 51


JAMES NIEWIARA		Mr. Niewiara is Senior Vice President, General Counsel of Motorola Solutions, a role in which he has served since February 1, 2023. 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: 54


MAHESH SAPTHARISHI		Dr. Saptharishi is Executive Vice President and Chief Technology Officer for Motorola Solutions. He is responsible for command center software, mobile video solutions, cybersecurity, and 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: 45


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 operations, procurement and information technology. Mr. Winkler 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: 49


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, as well as the Motorola Solutions Foundation. Ms. Yazdi serves on the board of the American Red Cross of Chicago. 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: 58



Say on Pay Vote Results and Shareholder Engagement			40
Historical Say on Pay Results and Board Responsiveness			40
2022 Shareholder Engagement			40

Executive Summary			41
Named Executive Officers			41
Management Transition			41
Our Business			41
Company Performance			42
Paying for Performance			42
Evolution of Our CEO’s Pay Program			49

Process for Determining Executive Compensation			51
Compensation Philosophy			51
Compensation Objectives			51
Sound Governance Practices			52
Evolution of Our Executive Compensation Program			53
How We Plan Compensation			53
Performance-Based Compensation Structure			54
2022 Target Total Compensation Summary			54

2022 Annual Compensation Elements			55
Base Salary			55
Short-Term Incentives			55
Long-Term Incentives			56

Comparative Market Data			57
2022 Peer Group			57
Survey Market Data			58

Equity Usage Under Our Compensation Programs			58

Other Compensation Policies and Practices			59
Benefits and Perquisites			59
Stock Ownership Guidelines			60
Change in Control Policy			60
Recoupment of Incentive Compensation Awards Upon Restatement of Financial Results			61
Impact of Favorable Accounting and Tax Treatment of Compensation Program Design			61
Anti-Hedging Policy			61



PROXY	2018	2019	2020	2021	2022

SOP RESULT	69.1%	92.3%	91.8%	89.4%	93.0%


KEY SOLUTIONS

LMR Communications	Video Security and Access Control	Command Center
$9.1 BILLION	~20,000 EMPLOYEES	6,500+ PATENTS

in annual sales (2022)	in 60 countries	granted

$779 MILLION	100,000+ CUSTOMERS	13,000 NETWORKS

in R&D spending (2022)	in over 100 countries	installed across the globe



COMPANY PERFORMANCE MEASURE	MINIMUM	TARGET	MAXIMUM	2022 RESULT	ADJUST- MENT	2022 FINAL RESULT	COMPANY PERFORMANCE FACTOR	MEASURE WEIGHT	WEIGHTED RESULT

Non-GAAP OE¹ (in millions)	$2,196	$2,440	$2,684	$2,368	$50²	$2,418	0.97	65%	0.63

Free Cash Flow³ (in millions)	$1,530	$1,700	$1,955	$1,567	$100⁴	$1,667	0.99	35%	0.35

TOTAL									0.98



2022 ACCOMPLISHMENT HIGHLIGHTS
FINANCIAL		^• Achieved revenue growth of 12% to $9.1B, a Company record ^• Achieved LMR revenue growth of 9% to $7B, a Company record ^• Achieved Video Security and Access Control revenue growth of 24% to $1.5B, a Company record ^• Achieved Command Center revenue growth of 12% to $0.6B, a Company record ^• Achieved LMR Services revenue growth of 3% to $2.3B, a Company record ^• Achieved non-GAAP OE growth of 12% to $2.4B, a Company record ^• Achieved non-GAAP OE margin of 26%, a Company record
OPERATIONAL		^• Achieved backlog growth of 6% to $14.3B, a Company record ^• Issued $600M of long-term debt and repaid $275M of debt ^• Invested $779M in research and development and grew patent portfolio to 6,530 granted patents and 870 patents pending ^• Exited operations in Russia and Belarus within weeks of Ukraine invasion, and shipped $40M of LMR to Ukraine ^• Achieved 100% LMR system availability during Hurricane Ian