MSI DEF 14A Report ended March 27, 2025

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

Enhancing our Board of Directors with the appointments of two experienced technology executives, Nicole Anasenes and Elizabeth Mann, collectively adding expertise in finance, operations, strategy, data analytics and risk management.

Completing several key acquisitions, including Silent Sentinel, Noggin and 3tc Software, to further expand our portfolio of solutions that enable our customers to create a perimeter of safety and security.

Responsibly deploying AI across our portfolio to serve our customers and communities, prioritizing human decision-making while focusing human attention by automating the mundane, accelerating workflows, and improving efficiencies, analysis and accuracy.

Being named in Forbes’ inaugural list of Most Trusted Companies in America, which considers employee, customer and investor trust and media sentiment.

Giving back to our communities with more than 105,000 hours of employee volunteer time, a new record, and $10.3 million in strategic grants by the Motorola Solutions Foundation directly benefiting communities, first responders, students and teachers.

Maintaining our disciplined approach to capital allocation to deliver long-term value to shareholders, including investing $917 million in research and development, $654 million in dividends, $593 million to settle the conversion premium for the Silver Lake senior convertible notes, and $244 million in share repurchases while increasing our dividend by 11%.

PRINCIPAL EXECUTIVE OFFICES:

500 West Monroe Street

Chicago, Illinois 60661

elect the seven 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 2025;

hold a shareholder 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/MSI2025

TABLE OF CONTENTS

PROXY STATEMENT SUMMARY

CORPORATE RESPONSIBILITY AT MOTOROLA SOLUTIONS

OUR BOARD

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

OUR BOARD – WHO WE ARE

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

WHO WE ARE

OUR LEADERSHIP TEAM

SAY ON PAY VOTE RESULTS AND SHAREHOLDER ENGAGEMENT

EXECUTIVE SUMMARY

PROCESS FOR DETERMINING EXECUTIVE COMPENSATION

2024 ANNUAL COMPENSATION ELEMENTS

COMPARATIVE MARKET DATA

EQUITY USAGE AND GRANT PROCESSES 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

2024 SUMMARY COMPENSATION TABLE

GRANTS OF PLAN-BASED AWARDS IN 2024

OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

OPTION EXERCISES AND STOCK VESTED IN 2024

NONQUALIFIED DEFERRED COMPENSATION IN 2024

RETIREMENT PLANS

PENSION BENEFITS IN 2024

EMPLOYMENT CONTRACTS

TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL ARRANGEMENTS

CEO PAY RATIO

PAY VS. PERFORMANCE

EQUITY COMPENSATION PLAN INFORMATION

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 2026 ANNUAL MEETING

OTHER MATTERS

PROXY STATEMENT SUMMARY

1,475%

TOTAL

SHAREHOLDER

RETURN*

51%

REDUCTION

IN SHARE

COUNT

$21.0

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, 2024, illustrating the growth of an initial investment of $100 on December 31, 2010, including payment of dividends.

2024 HIGHLIGHTS

^• Grew sales 8% to record $10.8 billion

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

^• Increased operating earnings by 17%

^• Ended year with record backlog of $14.7 billion

^• Increased quarterly dividend 11% to $1.09 per share

^• Generated $2.4 billion of operating cash flow

^• Capital allocation of cash included $654 million of dividends, $282 million for acquisitions and $244 million of share repurchases

^• Closed four acquisitions in our Video Security and Access Control and Command Center technologies

^• Issued $1.3 billion in long-term debt, settled the Silver Lake Convertible Debt (as defined herein) in cash for $1.59 billion, inclusive of the conversion premium, and settled $313 million of senior notes due within the year

^• Ended 2024 with approximately 6,485 granted patents and an additional approximately 725 patent applications pending

^• Employees volunteered over 105,000 hours and gave to nearly 200 giving opportunities, raising more than $230,000 for causes around the world

^• Named to Wall Street Journal: 250 Best Managed Companies of 2024

^• Named to TIME: World’s Best Companies of 2024

^• Named to Forbes: World’s Best Employers 2024

^• Named to Newsweek: America’s Most Responsible Companies 2024

^• CEO Greg Brown named #1 underrecognized, standout CEO of 2024 by Fortune

DIRECTOR NOMINEE HIGHLIGHTS (page 10)

Board Committees

(as of March 27, 2025)*

Director

Since

Other

Public Co.

Boards

Gov. &

Nom.

Gregory Q. Brown

Chairman and CEO,

Motorola Solutions, Inc.

Nicole Anasenes

Former Chief Financial Officer and Senior Vice President, Finance, ANSYS, Inc.

Kenneth D. Denman

Dr. Ayanna M. Howard

Dean of the College of Engineering at The Ohio State University

Elizabeth D. Mann

Executive Vice President and Chief Financial Officer, Verisk Analytics, Inc.

Gregory K. Mondre

Co-CEO and Managing Partner of Silver Lake

Joseph M. Tucci

Chairman of Bridge Growth Partners

Mr. Jones and Ms. Lewent, each of whom has been a valuable member of the Board during their tenure and previously reached the Board’s age of retirement, have not been nominated for re-election at the Annual Meeting, and each of their terms on the Board will expire at the conclusion of the Annual Meeting. As such, Mr. Jones and Ms. Lewent are not included in the director tables in the “Proxy Statement Summary” section of this Proxy Statement.

Independence

86%

Average Tenure

6 Years

Average Age

59 Years

Skills & Experience Summary

Brown

Anasenes

Denman

Howard

Mann

Mondre

Tucci

Relevant industry experience

Public company CEO, division CEO or CFO

Financial and accounting expertise

Technology experience

Cybersecurity and privacy experience

Software and services business experience

Global business experience

Government, public policy or regulatory experience

Private equity, investment banking or capital allocation experience

Public company board experience

Human capital management experience

6 of our 7 director nominees 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

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 2024, performance-based compensation comprised approximately 95% of the targeted annual compensation for our CEO and, on average, approximately 85% 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 2024, long-term equity compensation comprised approximately 84% of the targeted annual compensation for our CEO and, on average, approximately 68% of the targeted annual compensation for the other NEOs.

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 Insider Trading Prohibitions Policy, which we updated in 2024 to comply with recent legal developments, prohibits, among other things, our directors and officers from engaging in any pledging, short sales, hedging or other derivative transactions involving our securities

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

No repricing of options without shareholder approval

No excessive perquisites

CORPORATE RESPONSIBILITY AT MOTOROLA SOLUTIONS

Environment

^• We worked to reduce the carbon footprint associated with our usage of cloud services with our largest cloud services supplier by increasing efficiency and selectively choosing lower-carbon services, resulting in a 64% reduction of greenhouse gas emissions in 2024 for such services (compared to our baseline year of 2021), even though our usage of cloud services with such supplier increased by 230% during such time period.

^• We reviewed our portfolio of battery products and significantly reduced the residual lead content throughout.

^• We implemented enhancements to our battery recycling processes to facilitate bulk takeback of batteries from our customers. By making the process simpler and easier, we improved our takeback rates.

^• We increased our usage of renewable energy for the operation of groundwater treatment plants at our remediation site in Arizona. 100% of the electricity we purchase at this site is now from renewable sources such as solar or wind.

^• We launched a composting program at our Elgin, Illinois facility, successfully diverting approximately 5,000 kilograms of organic waste for reuse. This initiative increased our composting rate, furthering our commitment to sustainable waste management practices.

^• We completed a thorough review of the potential financial impact of climate-related risks to our business. We expect this information may be used for various purposes, including informing our business strategies.

Supply Chain

^• We further enhanced business continuity and resiliency in our supply chain by optimizing supply and operations to locations closer to our customers.

^• We launched a new global packaging initiative to set environmental requirements for outbound packaging. This initiative encourages our suppliers to adopt standards and certifications that promote sustainable forest management and reductions of carbon footprints.

^• We continued our commitment to providing economic opportunities in the communities we serve by spending more than $400 million with small business partners in 2024.

^• Throughout the year, our supply chain human rights experts reviewed our supply chain practices, participated in industry initiatives and shared best practices. This included participation in a high-level event at the UK House of Lords and active involvement with the Responsible Business Alliance.

Human Capital Management

Employee Development:

^• We continued to see high engagement with our eight business councils that are open to all employees in line with our goal of enabling employees to feel a sense of belonging in a supportive community and safe environment.

^• We realized more than 500,000 training enrollments across 75 countries to approximately 27,000 employees and contractors. Self-paced training (eLearning) grew by 40%, with primary consumption in cybersecurity, professional development, product technologies, and compliance courses.

Health, Safety, and Employee Wellbeing:

^• We held 84 global wellbeing webinars in 2024, covering topics such as physical health & nutrition, specific women’s and men’s health issues, life skills, and parenting.

^• We participated in our second Global Mental Health at Work Index assessment, conducted by One Mind, and achieved an improved score of 3.7/5.0, a 24% absolute increase from our initial assessment in 2023. This places Motorola Solutions above One Mind’s global benchmark of 2.5.

^• During Mental Health Awareness Month, we issued a paid mental health day for all employees globally, encouraging them to pause and re-energize.

^• We launched “Meet a Motorolan,” a program that connects employees with others outside of their immediate work teams for networking and collaboration. Nearly 2,000 employees participated in its inaugural year.

Community Engagement

Volunteerism:

^• Nearly 30% of employees logged at least one volunteer hour in 2024, resulting in a record of more than 105,000 volunteer hours.

^• Employees created more than 500 in-person and virtual volunteer opportunities across 26 countries in 2024.

Grants and Giving:

^• Employee generosity was a highlight – 1 in 2 employees were donors on our internal Company giving platform in 2024.

^• Employees gave to nearly 200 giving opportunities, which raised more than $230,000 for causes around the world.

^• For the third consecutive year, the Motorola Solutions Foundation (the “Foundation”) provided each employee a $25 USD (or local currency equivalent) gift they could direct to an eligible charitable organization of their choice on Giving Tuesday. In 2024, participation in the program and the number of causes supported more than doubled compared to 2023.

^• Through the Foundation, we continued to see year-over-year increased funding in key areas of focus, among others:

^• 4% increase in funding to programs that support first responders’ mental health

^• 8% increase in funding to programs that support frontline healthcare workers

^• We held the second annual “Bright Minds, Bold Futures” scholarship ceremony in our global headquarters, where we welcomed 10 new scholars to our cohort. The scholarship recognizes students from Chicagoland communities who are pursuing degrees in technology and engineering, and awards them a renewable scholarship worth up to $10,500 over the course of four years. The Foundation awarded approximately $100,000 in scholarships to 40 scholars in 2024.

Our Business

^• In furtherance of our information security and privacy activities, we continued to implement business continuity and disaster recovery practices by completing ISO 22301 business continuity external certification audits in 2024 at several sites, as well as an internal assessment of our Schaumburg, Illinois business continuity management system focused on continued compliance with the ISO 22301 standard.

^• In July 2024, we announced the opening of our new Research and Development Centre in Cork, Ireland, focused on designing software for the Company’s comprehensive land mobile radio portfolio, with plans for expansion across other technologies in the future.

^• We received various design awards for our products, many of which acknowledge our role in creating a safer future, including the iF Design Award, Red Dot Design Award, Chicago Good Design Award, and Australia Good Design Award.

Governance and Compliance

^• Nicole Anasenes and Elizabeth Mann were appointed to the Company’s Board of Directors.

^• The Board appointed Kathi Moore, Senior Vice President, Human Resources, to the Company’s management Executive Committee, effective January 1, 2025.

^• We established our Responsible AI & Technology Stewardship program to develop our standards, processes and guidelines to help enable the responsible development of artificial intelligence across the Company and to collaborate with our Motorola Solutions Technology Advisory Committee (MTAC) to provide ongoing governance to the development and deployment of our products and solutions.

^• We continued to enforce our initiative requiring employees to use Company-trusted devices, and refreshed our data leakage prevention technology for Company devices.

^• As drones are more frequently being incorporated into public safety workflows, we expanded our internal policy governing the use of drones in commercial activities.

OUR BOARD

PROPOSAL NO. 1 — ELECTION OF SEVEN 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

The number of directors of the Company to be elected at the Annual Meeting is seven. If elected by our shareholders at the Annual Meeting, each director nominee will serve a one-year term ending at the 2026 Annual Meeting of Shareholders. Each director will hold office until such director’s respective successor is elected and qualified or until such director’s earlier death or resignation. Each of the nominees has consented to being named in this Proxy Statement and to serve as a director if elected. However, if any nominee is not available to serve as a director for any reason at the time of the Annual Meeting, the proxies will be voted for the election of such other person or persons as the Board may designate, unless the Board, in its discretion, reduces the number of directors. The Board has the authority under our amended and restated bylaws (“Bylaws”) to increase or decrease the size of the Board and to fill vacancies between Annual Meetings of Shareholders.

GREGORY Q.

BROWN

Mr. Brown joined the Company in 2003, was appointed as Chief Executive Officer of Motorola, Inc. in January 2008, and since May 2011 has been the Chairman and Chief Executive Officer of Motorola Solutions, Inc.

Other Public Company Boards: None

Board Committees: Executive (Chair)

Director Qualifications:

● Public company CEO, relevant industry, technology, software and services business, cybersecurity and privacy, and human capital management experience as Chairman and CEO of the Company and former Chairman and CEO of Micromuse, Inc.

● Financial and accounting expertise, global business, capital allocation, government, public policy, and regulatory experience as Chairman and CEO of the Company, former chair and board member of the Federal Reserve Bank of Chicago, former Vice Chair of the U.S. – China Business Council, and former member of the President of the United States’ Management Advisory Board

● Government, public policy, and regulatory experience as a member of The Business Council, Council on Foreign Relations, Co-chair of Prium, and former member of the Business Roundtable and of the President’s National Security Telecommunications Advisory Committee (NSTAC)

● Public company board experience

Principal Occupation:

Chairman and Chief

Executive Officer,

Motorola Solutions, Inc.

Age: 64

Director since: 2007

Chairman since: 2011

NICOLE

ANASENES

Ms. Anasenes served as Chief Financial Officer and Senior Vice President, Finance of ANSYS, Inc., a developer and provider of engineering simulation software and services, from March 2021 and December 2020, respectively, until February 2024. Ms. Anasenes remained an employee of ANSYS, Inc. until June 2024. She was Chief Financial Officer and Chief Operating Officer of Squarespace, Inc., a company which sells subscription software to help customers establish and manage their online presence and stores, from 2016 to 2020, and also served as Chief Financial Officer of Infor, a cloud application software company, from 2013 to 2015. Before joining Infor, Ms. Anasenes spent 11 years with IBM in various leadership positions in corporate finance, M&A and market development.

Other Public Company Boards: Fidelity National Information Services, Inc. In the last five years, Ms. Anasenes served on the boards of ANSYS, Inc. from July 2018 until December 2020 and VMware, Inc. from April 2022 to November 2023.

Board Committees: Audit

Director Qualifications:

● Public company CFO as former CFO of ANSYS, Inc. and former CFO of Squarespace, Inc.

● Financial and accounting expertise and relevant industry, technology, cybersecurity and privacy, global business, software and services business, private equity, investment banking or capital allocation, and human capital management experience as former CFO of ANSYS, Inc., former CFO and COO of Squarespace, Inc. and former CFO of Infor

● Public company board experience

Principal Occupation:

Former Chief Financial

Officer and Senior Vice

President, Finance,

ANSYS, Inc.

Age: 51

Director since: 2024

Independent

KENNETH D.

DENMAN

Mr. Denman is a Managing Director at Sway Ventures, a venture capital firm that invests in early to mid-stage technology companies. He was the CEO and President of Emotient, Inc., a company that uses artificial intelligence to analyze facial expressions to detect emotions, from 2012 to 2016. He also served as the Chief Executive Officer of Openwave Systems Inc. from 2008 to 2011 and as a director from 2004 to 2011. He served as the Chief Executive Officer and President and director of iPass, Inc. from 2001 to 2008 and as its Chairman from 2003 to 2008. Mr. Denman is also a member of the Board of Trustees of Seattle Children’s Hospital. He is also the current chair of the University of Washington Foundation’s Board of Directors.

Other Public Company Boards: Costco Wholesale Corporation. In the last five years, Mr. Denman served on the boards of LendingClub Corporation from July 2017 to February 2021, and VMware, Inc. from January 2021 to November 2023.

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

Director Qualifications:

● Relevant industry, technology, and human capital management experience, and financial and accounting expertise as former CEO and President of Emotient, Inc. and iPass, Inc. and former CEO of Openwave Systems Inc.

● Software and services business, and cybersecurity and privacy experience as former CEO and President of Emotient, Inc. and iPass, Inc. and former CEO of Openwave Systems Inc.

● Public company CEO experience as former CEO and President of iPass, Inc. and former CEO of Openwave Systems Inc.

● Global business experience as former CEO and President of iPass, Inc., former CEO of Openwave Systems Inc. and former COO – Wireless, of MediaOne International

● Private equity, investment banking, or capital allocation experience as a Managing Director of Sway Ventures

● Public company board experience

Principal Occupation:

Managing Director,

Sway Ventures

Age: 66

Director since: 2017

Lead Independent Director

since: 2019

Independent

AYANNA M.

HOWARD

Dr. Howard is the dean of the College of Engineering at The Ohio State University, as well as a tenured professor in the college’s Department of Electrical and Computer Engineering with a joint appointment in Computer Science and Engineering, positions that she has held since 2021. Dr. Howard was also the founder and board president of Zyrobotics, Inc., a non-profit organization that provided AI-powered STEM tools for early childhood education, from January 2020 to January 2025. Dr. Howard held various positions at the Georgia Institute of Technology (“Georgia Tech”) from 2005 to 2021, including as the Chair of the School of Interactive Computing from 2018 to 2021, and as the Linda J. and Mark C. Smith Professor, School of Electrical & Computer Engineering from 2015 to 2021. Prior to her time at Georgia Tech, Dr. Howard worked at NASA’s Jet Propulsion Laboratory in various roles from 1993 to 2005.

Other Public Company Boards: Autodesk, Inc.

Board Committees: Audit

Director Qualifications:

● Financial and accounting expertise and private equity, investment banking or capital allocation experience as the founder of Zyrobotics, Inc., and from her receipt of her M.B.A. from the Drucker Graduate School of Management

● Government, public policy and regulatory experience as the dean of the College of Engineering at The Ohio State University and former roles at NASA’s Jet Propulsion Laboratory

● Relevant industry, technology, cybersecurity and privacy, software and services business, and human capital management experience as the founder of Zyrobotics, Inc., dean of the College of Engineering at The Ohio State University and former roles at NASA’s Jet Propulsion Laboratory

● Public company board experience

Principal Occupation:

Dean of the College of

Engineering,

The Ohio State University

Age: 53

Director since: 2022

Independent

ELIZABETH D.

MANN

Ms. Mann is the Executive Vice President and Chief Financial Officer of Verisk, a data analytics and risk assessment company. Ms. Mann joined Verisk in September 2022 from S&P Global Inc., a financial information and analytic services company, where she served as Chief Financial Officer of the Mobility division from March 2022 to August 2022, as Chief Financial Officer of the Ratings division from November 2020 to August 2022 and as senior vice president of capital management from June 2019 to November 2020. Before joining S&P Global Inc., Mann held several roles of increasing responsibility at Goldman Sachs, including managing director of the firmwide strategy group and the technology, media, and telecom investment banking group. Prior to Goldman Sachs, Mann was a Moore Instructor and National Science Foundation Postdoctoral Fellow at the Massachusetts Institute of Technology.

Other Public Company Boards: None

Board Committees: Audit

Director Qualifications:

● Public company CFO as CFO of Verisk

● Financial and accounting expertise, software and services business, global business, private equity, investment banking or capital allocation, and human capital management experience as CFO of Verisk and former CFO of the Ratings and Mobility divisions of S&P Global Inc.

● Technology experience as CFO of Verisk and former managing director of the technology, media, and telecom investment banking group at Goldman Sachs

Principal Occupation:

Executive Vice President

and Chief Financial Officer

of Verisk Analytics, Inc.

(“Verisk”)

Age: 49

Director since: 2024

Independent

GREGORY K.

MONDRE

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

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

Board Committees: Compensation and Leadership, Governance and Nominating

Director Qualifications:

● Relevant industry, technology, global business, and software and services business experience as Co-CEO and Managing Partner of Silver Lake

● Financial and accounting expertise and private equity, investment banking or capital allocation, and human capital management experience as Co-CEO and Managing Partner of Silver Lake and as former principal at TPG

● Public company board experience

Principal Occupation:

Co-CEO and Managing

Partner,

Silver Lake

Age: 50

Director since: 2015

Independent

JOSEPH M.

TUCCI

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

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

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

Director Qualifications:

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

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

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

● Public company board experience

Principal Occupation:

Chairman of Bridge Growth

Partners

Age: 77

Director since: 2017

Independent

Independence: Six of seven director nominees

Relevant industry experience: Six of seven director nominees

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

Financial and accounting expertise: All director nominees

Technology experience: All director nominees

Cybersecurity and privacy experience: Four of seven director nominees

Software and services business experience: All director nominees

Global business experience: Six of seven director nominees

Government, public policy or regulatory experience: Three of seven director nominees

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

Public company board experience: Six of seven 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

BOARD REFRESHMENT

+4

Directors

added

-7

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 perspectives

A belief in the importance of staying well informed

A willingness to manage risks, seize opportunities and embrace leadership

6 of our 7 director nominees 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

Director Independence Guidelines

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 19 of this Proxy Statement)

Proactive shareholder engagement (for additional information, see “Shareholder Engagement” on page 21 of this Proxy Statement)

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 2024, performance-based compensation comprised approximately 95% of the targeted annual compensation for our CEO and, on average, approximately 85% 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 2024, long-term equity compensation comprised approximately 84% of the targeted annual compensation for our CEO and, on average, approximately 68% of the targeted annual compensation for the other NEOs.

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 Insider Trading Prohibitions Policy, which we updated in 2024 to comply with recent legal developments, prohibits, among other things, our directors and officers from engaging in any pledging, short sales, hedging or other derivative transactions involving our securities

“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 19 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

h

h

Audit Committee

Compensation and Leadership Committee

Governance and Nominating Committee

^• Reviews and considers our annual audit risk assessment, which identifies risks related to our internal control over financial reporting and informs our internal and external audit plans

^• Monitors and oversees ESG-related risks as part of our enterprise risk management program, including risks related to cybersecurity threats and AI

^• 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

^• 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.

2024 Meetings: 9

Judy C. Lewent (Chair)*

Nicole Anasenes

Dr. Ayanna M. Howard

Clayton M. Jones*

Elizabeth D. Mann

* Ms. Lewent and Mr. Jones have not

been nominated for re-election at the

Annual Meeting.

• 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 as part of our enterprise risk management program, such as ESG-related, cybersecurity and data privacy, AI, financial and regulatory and compliance risk.

• Review the Company’s quarterly and annual SEC filings and quarterly earnings releases.

Independence, Financial Expertise, and Financial Literacy

Our Board has determined that each member of the Audit Committee qualifies as an independent director under the corporate governance standards of the NYSE, our Director Independence Guidelines and the additional Audit Committee independence requirements under the rules of the SEC. Our Board has also determined that each member of the Audit Committee qualifies as an “audit committee financial expert,” as defined by SEC rules. All members of the Audit Committee are familiar with finance and accounting practices and principles and are financially literate.

COMPENSATION AND

LEADERSHIP COMMITTEE*

Key Responsibilities

• Assist the Board in overseeing the management of the Company’s human resources, including:

• compensation and benefits programs;

• CEO performance and compensation;

• executive development and succession; 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.

2024 Meetings: 6

Joseph M. Tucci (Chair)

Kenneth D. Denman

Gregory K. Mondre

• 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 during 2024 (including former director Mr. Durban while he served on such 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 during 2024 (including former director Mr. Durban while he served on such committee) is a “non-employee director” for purposes of Section 16 of the Exchange Act.

Egon P. Durban served as a member of the Compensation and Leadership Committee until the expiration of his term on the Board on May 14, 2024.

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.

2024 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.

2024 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

$110,000

Lead Independent Director Fee

$55,000

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

$245,000

Name

(a)

Fees Earned or

Paid in Cash ($) ⁽¹⁾

(b)

Stock

Awards ($) ⁽²⁾⁽³⁾

(c)

All Other

Compensation ($) ⁽⁴⁾

(g)

Total ($)

(h)

Nicole Anasenes

107,501

245,153

144

352,798

Kenneth D. Denman

171,667

245,153

157

416,977

Egon P. Durban ⁽⁵⁾

0

52,228

65

52,293

Dr. Ayanna M. Howard

116,667

245,153

157

361,977

Clayton M. Jones ⁽⁶⁾

116,667

245,153

157

361,977

Judy C. Lewent ⁽⁶⁾

131,667

245,153

157

376,977

Elizabeth D. Mann

50,000

163,487

65

213,552

Gregory K. Mondre

0

352,789

157

352,946

Joseph M. Tucci

126,667

245,153

157

371,977

During 2024, 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 non-employee directors received an annual grant of DSUs on May 14, 2024. With respect to the annual grant of equity, Messrs. Denman, Jones, Mondre and Tucci and Ms. Anasenes elected to receive DSUs that settle at termination of service, and Dr. Howard and Mses. Lewent and Mann 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:

June 28

Deferred

Stock Units

Annual Grant of

Deferred Stock Units

Deferred

Stock Units

Deferred

Stock Units

Deferred

Stock Units

Nicole Anasenes

Fair Value

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

Elizabeth D. Mann ⁽⁷⁾

Fair Value

Gregory K. Mondre

Fair Value

Joseph M. Tucci

Fair Value

The aggregate number of Motorola Solutions DSU awards outstanding at December 31, 2024 includes accrued dividend equivalents or shares, and is shown below:

The total for Mr. Durban is as of May 14, 2024, prior to the expiration of his term on the Board at the conclusion of the 2024 annual meeting of shareholders. These DSUs were settled in shares of Common Stock upon the termination of his service on the Board.

Non-employee directors are covered by insurance that provides accidental death and dismemberment coverage of $500,000 per person. The spouse of each such director is also covered by such insurance when traveling with the director on business trips for the Company. The Company pays the premiums for such insurance. The total premiums for coverage of all such non-employee directors and their spouses during the year ended December 31, 2024 were approximately $1,216 (in the aggregate).

Mr. Durban was not nominated for re-election at the 2024 annual meeting of shareholders and his term on the Board expired at the conclusion of the 2024 annual meeting of shareholders on May 14, 2024.

Mr. Jones and Ms. Lewent have not been nominated for re-election at the Annual Meeting.

Ms. Mann joined the Board on August 26, 2024 and received a prorated 2024 annual grant of DSUs as of August 26, 2024.

OUR COMPANY

JOHN “JACK” MOLLOY

Mr. Molloy is Executive Vice President and Chief Operating Officer for Motorola Solutions. He leads the Company’s worldwide sales and services organization and product development of land mobile radio.

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: 53

KATHRYN MOORE