Form DEF 14A Motorola Solutions, Inc.

Continuing to prioritize the safety and welfare of our people and those who we serve.

Investing $779 million in research and development, delivering next-generation technologies while growing our portfolio of intellectual property, which stands at approximately 6,530 granted patents with approximately 870 patents pending.

Diversifying the expertise of our board of directors with the addition of Dr. Ayanna Howard, adding deep expertise in artificial intelligence, robotics and human-computer interaction.

Incorporating additional DEI practices into our hiring to help ensure our global workforce reflects a diverse range of backgrounds and experiences.

Giving back to our communities with employees volunteering more than 75,000 hours and the majority of the Motorola Solutions Foundation’s $9.5 million in strategic grants directly benefiting people of color, including first responders, students and teachers.

Reaffirming our commitment to addressing the effects of climate change and publishing our inaugural Task Force on Climate-Related Financial Disclosures report.

Maintaining our disciplined and strategic approach to capital allocation, with a focus on investing for the long term and delivering superior value to shareholders, including $1.2 billion across seven acquisitions, $836 million in share repurchases and $530 million paid in dividends.

PRINCIPAL EXECUTIVE OFFICES:

500 West Monroe Street

Chicago, Illinois 60661

elect the eight director nominees named in this Proxy Statement for a one-year term;

ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2023;

hold a shareholder advisory vote to approve the Company’s executive compensation;

hold a shareholder advisory vote to approve the frequency of the advisory vote to approve the Company’s executive compensation; and

act upon such other matters as may properly come before the Annual Meeting.

  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

TABLE OF CONTENTS

PROXY STATEMENT SUMMARY

OUR BOARD

PROPOSAL NO. 1 — ELECTION OF EIGHT DIRECTORS NAMED IN THIS PROXY STATEMENT FOR A ONE-YEAR TERM

WHO WE ARE – BOARD

OUR BOARD’S QUALIFICATIONS

HOW OUR BOARD IS SELECTED AND ASSESSED

HOW OUR BOARD GOVERNS THE COMPANY

OUR BOARD’S LEADERSHIP STRUCTURE

COMMITTEES OF THE BOARD

INDEPENDENCE

RELATED PERSON TRANSACTION POLICY AND PROCEDURES

HOW YOU CAN COMMUNICATE WITH OUR BOARD

HOW WE DETERMINE DIRECTOR COMPENSATION

HOW OUR DIRECTORS ARE COMPENSATED

OUR COMPANY

WHO WE ARE

OUR LEADERSHIP TEAM

SAY ON PAY VOTE RESULTS AND SHAREHOLDER ENGAGEMENT

EXECUTIVE SUMMARY

PROCESS FOR DETERMINING EXECUTIVE COMPENSATION

2022 ANNUAL COMPENSATION ELEMENTS

COMPARATIVE MARKET DATA

EQUITY USAGE UNDER OUR COMPENSATION PROGRAMS

OTHER COMPENSATION POLICIES AND PRACTICES

COMPENSATION AND LEADERSHIP COMMITTEE REPORT

COMPENSATION AND LEADERSHIP COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

NAMED EXECUTIVE OFFICER COMPENSATION

2022 SUMMARY COMPENSATION TABLE

GRANTS OF PLAN-BASED AWARDS IN 2022

OUTSTANDING EQUITY AWARDS AT 2022 FISCAL YEAR-END

OPTION EXERCISES AND STOCK VESTED IN 2022

NONQUALIFIED DEFERRED COMPENSATION IN 2022

RETIREMENT PLANS

PENSION BENEFITS IN 2022

EMPLOYMENT CONTRACTS

TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL ARRANGEMENTS

CEO PAY RATIO

PAY VS. PERFORMANCE

EQUITY COMPENSATION PLAN INFORMATION

AUDIT COMMITTEE MATTERS

REPORT OF AUDIT COMMITTEE

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES

AUDIT COMMITTEE PRE-APPROVAL POLICIES

OUR SHAREHOLDERS

SECURITY OWNERSHIP INFORMATION

USER’S GUIDE

VIRTUAL ANNUAL MEETING PHILOSOPHY

INSTRUCTIONS FOR VIRTUAL ANNUAL MEETING

VOTING MATTERS

IMPORTANT DATES FOR THE 2024 ANNUAL MEETING

OTHER MATTERS

PROXY STATEMENT SUMMARY

  758.6%

  TOTAL  

  SHAREHOLDER  

RETURN*

  51%

REDUCTION

IN SHARE

COUNT

$18.7

BILLION

 IN CAPITAL

RETURN 

Based on the split adjusted closing price of MSI common stock on December 31, 2010 and the closing price of MSI common stock on December 31, 2022, illustrating the growth of an initial investment of $100 on December 31, 2010, including payment of dividends.

     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

DIRECTOR NOMINEE HIGHLIGHTS (page 13)

Board Committees

(as of March 30, 2023)

Director  

Since  

Other

Public Co.  

Boards

  Gov. &  

Nom.

 Gregory Q. Brown

Chairman and CEO,

Motorola Solutions, Inc.

 Kenneth D. Denman

General Partner,

Sway Ventures

 Egon P. Durban

 Dr. Ayanna M. Howard

Dean of the College of Engineering at The Ohio State University

 Clayton M. Jones

Former Chairman, CEO and President, Rockwell Collins, Inc.

 Judy C. Lewent

Former EVP and CFO,

Merck & Co., Inc.

 Gregory K. Mondre

 Joseph M. Tucci

Chairman of Bridge Growth Partners

Independence

88%

Average Tenure  

8 Years  

Gender and/or Racial Diversity 

38%

Average Age  

62 Years 

Gregory Q.  

Brown  

Egon P.  

Durban  

Dr. Ayanna M.  

Howard  

Clayton M.  

Jones  

Judy C.  

Lewent  

Independence

Gender and/or racial diversity

Relevant industry experience

Public Company CEO, division CEO or CFO

Financial and accounting expertise

Technology experience

Cybersecurity, safety and security experience

Software and services business experience

Global business experience

Developing markets experience

Government, public policy, regulatory experience

Private equity, investment banking or capital allocation experience

Public company board experience

Human capital management experience

Further amended and restated our amended and restated bylaws (our “Bylaws”) in November 2022 to reflect, among other items, updates to the Delaware General Corporation Law and the Securities and Exchange Commission’s (the “SEC”) adoption of the universal proxy rules

Revised our Board Governance Guidelines in November 2022 and February 2023 to, among other items, update our director commitment policy and update the director stock ownership requirements

Broad-reaching environmental, social and governance (“ESG”) program with Governance and Nominating Committee oversight of ESG matters as well as Audit Committee oversight of ESG-related risks, which included the publication of our inaugural Task Force on Climate-Related Financial Disclosures (“TCFD”) Report in 2022

7 of our 8 directors are independent, including all committee members

All members of our Audit Committee qualify as “audit committee financial experts”

Lead Independent Director

Regular executive session meetings of independent directors

Annual election of directors

Annual director self-assessment process

No supermajority voting provisions in our organizational documents

No “poison pill”

Robust oversight of risk

Director Independence Guidelines

Majority voting standard in uncontested director elections

20% threshold for shareholder right to call special meeting

Shareholder right to act by written consent

Succession planning

Proactive shareholder engagement

At the 2022 Annual Meeting of Shareholders, our shareholders approved the Motorola Solutions Amended and Restated Omnibus Incentive Plan of 2015, effective as of May 17, 2022

Pay-for-performance and at-risk compensation

A significant portion of our targeted annual compensation is performance-based and/or subject to forfeiture (“at-risk”), with emphasis on variable pay to reward short- and long-term performance measured against pre-established objectives informed by the Company’s strategy. For 2022, performance-based compensation comprised approximately 93% of the targeted annual compensation for our CEO and, on average, approximately 84% of the targeted annual compensation for our other NEOs.

Compensation aligned with shareholder interests

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

Emphasis on future pay opportunity vs. current pay

Our long-term incentive awards are equity-based, use multi-year vesting provisions to encourage retention, and are designed to align our NEOs’ interests with long-term shareholder interests. For 2022, long-term equity compensation comprised approximately 78% of the targeted annual compensation for our CEO and, on average, approximately 63% of the targeted annual compensation for the other NEOs.

Retention of independent compensation consultant

Annual “say on pay” vote

No excise tax gross-up provisions

A recoupment “clawback” policy for compensation paid to certain officers

Robust stock ownership guidelines for directors and officers

An anti-hedging policy

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

No repricing of options without shareholder approval

No excessive perquisites

MOTOROLA SOLUTIONS’ ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) PROGRAM

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.

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.

S

Human Capital Management

Recruitment, Retention, and Development:

^•   Across 72 countries 21,000 employees and contractors took more than 200,000 hours of training including virtual/instructor led and self paced (eLearning). eLearning grew 8% with primary consumption in cybersecurity, professional development, product technologies, and compliance courses.

^•   In partnership with our talent development team and the DEI office, we launched a program to identify ways to improve transparency in our selection process as a tool for attracting and retaining expatriate talent.

^•   We launched an Employee Brand Ambassador Program (“EBAP”) Champions Committee to help leverage our corporate partnerships in an effort to increase our recruiting impact in diverse, high-performing talent pools. We mobilized the EBAPs to increase outreach at a number of our recruiting events across the globe, including those held in North America, London, Warsaw, and Malaysia.

^•   We created the Motorola Solutions ADVANCE HBCU Program, which is an intensive professional development workshop and hiring event for students attending a Historically Black College or University (“HBCU”).

^•   We launched a DEI badging program, which advances DEI education and communication for managers, and expanded our training for managers relating to talent acquisition and development, performance management and rewards.

^•   We expanded equity eligibility guidelines to allow leaders to compensate high-potential employees and provide equity to a broader population of employees.

^•   WayUp included us in its Top 100 Internship Programs for 2022 with 59% diverse representation in the intern cohort (up from 50% in 2021).

^•   We launched the Project Bulldog initiative with the U.S. Department of Defense SkillBridge program, which provides our hiring managers with early access to military members who are looking for on-the-job training opportunities while they prepare to retire or separate from the military and re-enter the civilian workforce. These efforts resulted in five veteran hires.

^•   We scored 100 on the Disability Equality Index benchmarking tool, which helps us to build a roadmap of measurable, tangible actions in an effort to achieve disability inclusion and equality in the workplace.

Health, Safety, and Employee Wellbeing:

^•   Following the outbreak of the Russia-Ukraine conflict, we formed a cross-functional core team of Krakow employees to help close to 400 Ukrainian refugees. We collected donations from employees to provide health care and food packages, transportation to temporary living facilities, and support local relief centers. We also provided some refugees with training and career counseling, and provided employees who are Ukrainian citizens with additional paid time off and financial aid.

^•   We continued to offer clinics to vaccinate employees against influenza and COVID-19.

Operations:

^•   We published a mid-year update of our year-end demographic data to track interim progress and included self-identification data disclosing the number of employees who self-identify as veterans, persons with disabilities, and/or LGBTQ+.

Community Engagement

Volunteerism:

More than one in four employees across more than 40 countries volunteered in 2022, a 70% increase year over year. Employees logged more than 75,000 volunteer hours, yielding $2.3 million in value generated for charitable organizations around the world. Key initiatives included:

^•   Our employees led volunteering and fundraising efforts for Pratham USA, one of the largest non-governmental education organizations in India. Through their “Read-A-Thon” program, 75 employees volunteered almost 500 hours, while employees and the Foundation collectively raised $45,000 USD for the organization, providing a year’s worth of education to over 1,800 children.

^•   We contributed over 200 hours to rehab Sheck’s House, a residency facility for homeless veterans in Washington DC, replacing fences, planting, cleaning, and painting the interior.

^•   Our employees rallied around mental health services for youth and support for first responders and veterans through volunteer partnerships with Hollyburn Community Services and Honour House Society in Vancouver. At both organizations, employees spent over 50 hours beautifying the grounds and building spaces for at-risk youth and veterans, respectively.

^•   Employees in our Krakow office mobilized to help their Ukrainian neighbors and colleagues at the onset of the Russia-Ukraine conflict, spending thousands of hours volunteering. Key initiatives included food and clothing donation drives, incorporating volunteerism into team meetings, and translation and transportation assistance Ukrainian refugees arriving in Poland.

^•   In Brazil we led a workshop for nearly 400 students about the Future of Work, covering topics such as hard/soft skills, careers and technology via a partnership with Junior Achievement São Paulo.

^•   Our Penang site logged over 7,000 hours of volunteering in 2022 with a 53% participation rate, the most of any company site. The site hosted 62 volunteer and giving opportunities activities, 50 of which took place during our company’s Global Months of Service. Most, if not all, of these events were done in partnership with organizations like the American Chamber of Commerce Malaysia (AMCHAM), Malaysia Semiconductor Industry Association (MSIA) and Penang Science Cluster (PSC).

^•   Our employees across 43 countries logged more than 47,000 volunteer hours during our 2022 Global Months of Service September and October. Their participation resulted in $300,000 in donations to nonprofits, many of whom serve underrepresented and underserved populations.

Donations and Charitable Giving:

The Motorola Solutions Foundation (the “Foundation”) is our charitable and philanthropic arm, which has donated more than $100 million over the last 10 years to organizations working to create safer cities and equitable thriving communities, with a focus on programs that support first responders and promote technology and engineering education. The Foundation’s giving benefits students, teachers, first responders, veterans and community members. The Foundation once again allocated the majority of its 2022 grant funding to programs that directly support people of color. Other highlights include:

^•   The Foundation granted more than $12 million to more than 4,000 charitable organizations around the world. Of this, $9.5 million was awarded to more than 160 charitable organizations in 23 countries through the Foundation’s strategic grants program, which prioritizes first responder programs and technology and engineering education.

^•   Through its annual grants program, the Foundation continued to strive to be a leading funder for programs that support our first responders, with notable year over year increases in strategic areas, including a:

^•   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.

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.

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.

OUR BOARD

PROPOSAL NO. 1 — ELECTION OF EIGHT DIRECTOR NOMINEES NAMED IN THIS PROXY STATEMENT FOR A ONE-YEAR TERM

Who our Board is – including their qualifications

How our Board is selected and assessed

How our Board governs the Company

How our Board is organized

How you can communicate with our Board

How our Board is compensated

 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

The number of directors of the Company to be elected at the Annual Meeting is eight. If elected by our shareholders at the Annual Meeting, each director nominee will serve a one-year term ending at the 2024 Annual Meeting of Shareholders. Each director will hold office until such director’s respective successor is elected and qualified or until such director’s earlier death or resignation. Each of the nominees has consented to being named in this Proxy Statement and to serve as a director if elected. However, if any nominee is not available to serve as a director for any reason at the time of the Annual Meeting, the proxies will be voted for the election of such other person or persons as the Board may designate, unless the Board, in its discretion, reduces the number of directors. The Board has the authority under our Bylaws to increase or decrease the size of the Board and to fill vacancies between Annual Meetings of Shareholders.

 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

 CLAYTON M.

 JONES

Mr. Jones served as Chairman of the Board of Rockwell Collins from 2002 through July 2014, and as Chief Executive Officer from June 2001 until his retirement in July 2013. Mr. Jones also served as President of Rockwell Collins and Corporate Officer and Senior Vice President of Rockwell International, which he joined in 1979. Mr. Jones is also a U.S. Air Force veteran.

Other Public Company Boards: Deere & Company. In the last five years, Mr. Jones served on the board of Cardinal Health, Inc. from September 2012 to November 2018.

Board Committees: Audit

Director Qualifications

●  Public company CEO, financial and accounting expertise, and global business experience as former CEO of Rockwell Collins

●  Relevant industry, technology, cybersecurity, safety and security and private equity, investment banking and capital allocation experience as former CEO of Rockwell Collins and Corporate Officer and Senior Vice President of Rockwell International

●  Government, public policy and regulatory experience as a former member of The Business Council, the Business Roundtable and the President’s National Security Telecommunications Advisory Committee

●  Public company board experience

 Principal Occupation:

 Retired; Formerly  Chairman, Chief Executive    Officer and President,  Rockwell Collins, Inc.  (“Rockwell Collins”)

 Age: 73

 Race: White

 Director since: 2015

 Independent

 JUDY C.

 LEWENT

Ms. Lewent served as Chief Financial Officer of Merck, a pharmaceutical company, from 1990 until her retirement in 2007. Prior roles at Merck include Executive Vice President from 2001 to 2007 and President, Human Health Asia from 2003 to 2005.

Other Public Company Boards: In the last 5 years, Ms. Lewent served on the boards of GlaxoSmithKline plc from April 2011 to May 2021, and Thermo Fisher Scientific, Inc. from May 2008 to May 2021. Ms. Lewent also served on the board of Motorola, Inc. from May 1995 to May 2010.

Board Committees: Audit (Chair), Executive

Director Qualifications:

●  Public company CFO, financial and accounting expertise, capital allocation experience, and global business experience as the former CFO of Merck

●  Technology experience as a life member of the Massachusetts Institute of Technology

●  Developing markets experience as the former CFO of Merck and former board member of GlaxoSmithKline

●  Government, public policy, and regulatory experience as former CFO at Merck and former board member of GlaxoSmithKline and Thermo Fisher

●  Public company board experience

 Principal Occupation:

 Retired; Formerly Executive  

 Vice President & Chief

 Financial Officer, Merck &

 Co., Inc. (“Merck”)

 Age: 74

 Race: White

 Director since: 2011

 Independent

 GREGORY K.

 MONDRE

Mr. Mondre is Co-CEO and Managing Partner of Silver Lake, a global technology investment firm, and is based in New York. Mr. Mondre joined Silver Lake in 1999 and was previously Managing Partner and Managing Director from January 2013 to December 2019. Prior to his time at Silver Lake, Mr. Mondre was a principal at TPG, where he focused on private equity investments across a wide range of industries, with a particular focus on technology.

Other Public Company Boards: GoodRx Holdings, Inc. In the last five years, Mr. Mondre served on the boards of Expedia Group from May 2020 to October 2021, GoDaddy, Inc. from May 2014 to February 2020, and Sabre Corporation from March 2007 to December 2018.

Board Committees: Governance and Nominating

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 former principal at TPG

●  Public company board experience

 Principal Occupation:

 Co-CEO,

 Silver Lake

 Age: 48

 Race: White

 Director since: 2015

 Independent

 JOSEPH M.

 TUCCI

Mr. Tucci is the Chairman of Bridge Growth Partners. He is a founder, served as director from September 2016 to July 2022, and as the Co-Chairman and Co-Chief Executive Officer from September 2016 to February 2019, of GTY Technology Holdings, Inc., a software-as-a-service company that offers a cloud-based suite of solutions for the public sector in North America. Mr. Tucci was the Chairman and Chief Executive Officer of EMC Corporation, a provider of enterprise storage systems, software, and networks. He was EMC’s Chairman from January 2006 and CEO from January 2001 until September 2016, when Dell Technologies acquired the company.

Other Public Company Boards: Paychex, Inc. In the last five years, Mr. Tucci also served on the board of GTY Technology Holdings, Inc. from September 2016 to July 2022.

Board Committees: Compensation and Leadership (Chair), Governance and Nominating, Executive

Director Qualifications:

●  Public company CEO, technology, global business, software and services business experience, and financial and accounting expertise as former Chairman, CEO and President of EMC Corporation

●  Relevant industry, developing markets, and private equity experience as former Co-CEO and Co-Chairman of GTY Technology Holdings, Inc. and founding member and current Chairman of Bridge Growth Partners

●  Government, public policy, and regulatory experience as a former member of the Business Roundtable and Chair of its Task Force on Education and the Workforce and as a former member of the Technology CEO Council

●  Public company board experience

 Principal Occupation:

 Chairman of Bridge Growth  

 Partners

 Age: 75

 Race: White

 Director since: 2017

 Independent

Independence: Seven of eight director nominees

Gender and/or racial diversity: Three of eight director nominees

Relevant industry experience: Seven of eight director nominees

Public company CEO, division CEO or CFO: Five of eight director nominees

Financial and accounting expertise: All director nominees

Technology experience: All director nominees

Cybersecurity, safety and security experience: Four of eight director nominees

Software and services business experience: Six of eight director nominees

Global business experience: Seven of eight director nominees

Developing markets experience: Six of eight director nominees

Government, public policy and regulatory experience: Five of eight director nominees

Private equity, investment banking or capital allocation experience: All director nominees

Public company board experience: All director nominees

Human capital management experience: All director nominees

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.

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.

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.

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

Responsibility for overseeing management and providing strategic guidance

A belief in the steady refreshment of our Board to bring new and diverse perspectives

A belief in the importance of staying well informed

A willingness to manage risks, seize opportunities and embrace leadership

Governance and Nominating Committee oversight of ESG matters as well as Audit Committee oversight of ESG-related risks

7 of our 8 directors are independent, including all committee members

A Lead Independent Director

All members of our Audit Committee qualify as “audit committee financial experts”

Regular executive session meetings of independent directors

Annual director self-assessment process

Robust oversight of risk

Board Governance Guidelines, which we revised in November 2022 to update our director commitment policy and in February 2023 to update the director stock ownership requirements,

Director Independence Guidelines

Further amended and restated our Bylaws in November 2022 to reflect, among other items, updates to the Delaware General Corporation Law and the SEC’s adoption of the universal proxy rules

Proxy access provision in our Bylaws

Annual election of directors

No super majority voting provisions in our organizational documents

No “poison pill”

Majority voting standard in uncontested director elections

20% threshold for shareholder right to call special meeting

Shareholder right to act by written consent

Succession planning (for additional information, see “Human Capital Management and Succession Planning” on page 22 of this Proxy Statement)

Proactive shareholder engagement (for additional information, see “Shareholder Engagement” on page 24 of this Proxy Statement)

At the 2022 Annual Meeting of Shareholders, our shareholders approved the Motorola Solutions Amended and Restated Omnibus Incentive Plan of 2015, effective as of May 17, 2022

Pay-for-performance and at-risk compensation

A significant portion of our targeted annual compensation is performance-based and/or subject to forfeiture (“at-risk”), with emphasis on variable pay to reward short- and long-term performance measured against pre-established objectives informed by the Company’s strategy. For 2022, performance-based compensation comprised approximately 93% of the targeted annual compensation for our CEO and, on average, approximately 84% of the targeted annual compensation for our other NEOs.

Compensation aligned with shareholder interests

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

Emphasis on future pay opportunity vs. current pay

Our long-term incentive awards are equity-based, use multi-year vesting provisions to encourage retention, and are designed to align our NEOs’ interests with long-term shareholder interests. For 2022, long-term equity compensation comprised approximately 78% of the targeted annual compensation for our CEO and, on average, approximately 63% of the targeted annual compensation for the other NEOs.

Retention of independent compensation consultant

Annual “say on pay” vote

No excise tax gross-up provisions

A recoupment “clawback” policy for compensation paid to certain officers

Robust stock ownership guidelines for directors and officers

An anti-hedging policy

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

No repricing of options without shareholder approval

No excessive perquisites

Code of Business Conduct

Supplier Code of Conduct and regular supplier audits

Annual training programs for employees addressing information security, intellectual property protection and data protection and privacy

Anti-Human Trafficking Compliance Plan

Robust oversight of risk (for additional information, see “Risk Oversight” on page 22 of this Proxy Statement)

Board

^•  Receives updates on our business operations, financial results, and long-range plan at its regularly-scheduled meetings

^•  Monitors overall culture and risk management environment

^•  Receives periodic (at least annual) updates from management regarding top-identified enterprise risks

^•  Receives annual report on political contributions made by the Company and MSIPAC, a voluntary employee-funded political action committee

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 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)

Stock
Awards ($)⁽²⁾⁽³⁾

(c)

All Other

Compensation ($)⁽⁴⁾
(g)

 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

During 2022, directors could elect to receive all or a portion of their annual cash retainer or other cash fees in the form of (i) DSUs that settle when the director terminates service, (ii) DSUs that settle after one year (unless service is earlier terminated), or (iii) outright shares (in each case, rounded up to the next whole share). The amounts in column (b) are the portion of the annual cash retainer and any other fees the non-employee director has elected to receive in cash. The amount for Dr. Howard in column (b) is prorated to reflect her service on our Board effective as of February 15, 2022.

The non-employee directors received an annual grant of DSUs on May 17, 2022. With respect to the annual grant of equity, Messrs. Denman, Durban, Jones, Mondre and Tucci and Dr. Howard elected to receive DSUs that settle at termination of service, and Ms. Lewent elected to receive DSUs that settle at termination or after one year, whichever is earlier, and these amounts are included in column (c). All amounts in column (c) are the aggregate grant date fair value of DSUs computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation–Stock Compensation (“ASC Topic 718”), including dividend equivalents, as applicable. The number of DSUs received, including quarterly fees elected to be received in equity, and the fair value on each date of grant are as follows:

Deferred

Stock Units

Annual Grant of

Deferred Stock Units

Deferred

Stock Units

Deferred

Stock Units

Deferred

Stock Units

 Kenneth D. Denman

 Fair Value

 Egon P. Durban

 Fair Value

 Dr. Ayanna M. Howard

 Fair Value

 Clayton M. Jones

 Fair Value

 Judy C. Lewent

 Fair Value

 Gregory K. Mondre