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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

Proposed maximum aggregate value of transaction:

Total fee paid:

Amount Previously Paid:

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Prioritizing the safety and welfare of our people and those we serve.

Reliably delivering the mission critical solutions that thousands of public safety agencies and enterprise customers – and millions of people around the world – rely on.

Investing in innovation, launching new products across our technologies and accelerating product migration to the cloud.

Building on our commitment to diversity, equity and inclusion with a new unconscious bias curriculum for our global workforce and the appointment of our Chief Diversity Officer.

Giving back to our communities where we work and live through grants of more than $12 million to charitable organizations, including $2 million to support COVID-19 relief efforts.

Reducing Scope 1 and 2 greenhouse gas emissions by 31%, well in advance of our 2022 goal.

Maintaining our disciplined and strategic approach to capital allocation, with a focus on investing for the long term and delivering superior value to shareholders, resulting in total shareholder return of 451%, compared to the S&P 500’s total shareholder return of 267%, since our public listing in 2011.

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 2021;

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:

VIA THE INTERNET

BY MAIL

Visit the website shown on your Motorola Solutions Notice of Internet Availability of Proxy Materials for the 2021 Annual Meeting (your “Notice”) or proxy card to vote via the internet.

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

AT THE VIRTUAL ANNUAL MEETING

Use the toll-free telephone number listed on your proxy card.

Via the internet at the virtual Annual Meeting at www.virtualshareholdermeeting.com/MSI2021

TABLE OF CONTENTS

PROXY STATEMENT SUMMARY

MOTOROLA SOLUTIONS’ ENVIRONMENTAL, SOCIAL AND GOVERNANCE FRAMEWORK

OUR BOARD

PROPOSAL NO. 1 — ELECTION OF 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

2020 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

2020 SUMMARY COMPENSATION TABLE

GRANTS OF PLAN-BASED AWARDS IN 2020

OUTSTANDING EQUITY AWARDS AT 2020 FISCAL YEAR-END

OPTION EXERCISES AND STOCK VESTED IN 2020

NONQUALIFIED DEFERRED COMPENSATION IN 2020

RETIREMENT PLANS

PENSION BENEFITS IN 2020

EMPLOYMENT CONTRACTS

TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL ARRANGEMENTS

CEO PAY RATIO

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

INSTRUCTIONS FOR VIRTUAL ANNUAL MEETING

VOTING MATTERS

IMPORTANT DATES FOR THE 2022 ANNUAL MEETING

OTHER MATTERS

PROXY STATEMENT SUMMARY

451%

  TOTAL  

  SHAREHOLDER  

RETURN*

  51%

REDUCTION

IN SHARE

COUNT

$16.3

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, 2020, illustrating the growth of an initial investment of $100 on December 31, 2010, including payment of dividends.

     2020 HIGHLIGHTS

^•   Grew Software and Services revenue by 9%

^•  Grew backlog 2% compared to 2019, to record $11.4 billion

^•   Record LMR Mission Critical Communications orders in North America in fourth quarter of 2020

^•   Increased quarterly dividend 11% to $0.71 per share

^•   Capital allocation of cash included $612 million of share repurchases, $436 million of dividends, and $287 million for acquisitions

^•   Generated $1.6 billion of operating cash flow

^•   Refinanced approximately $900 million of debt with a new ten-year debt issuance at 2.3%

^•   Added approximately 500 new patents, bringing current patent portfolio to just over 6,100 patents

^•   Increased cybersecurity capabilities with acquisitions of two cybersecurity services businesses

^•   Acquired Pelco, Inc. and IndigoVision Group plc, global providers of video security solutions

^•   Acquired Callyo, a provider of cloud-based mobile applications for law enforcement

^•   Accelerated product migration to the cloud across LMR Mission Critical Communications, Command Center Software and Video Security and Analytics

^•   Ranked No. 5 in Fortune World’s Most Admired Companies List for Network and Other Communications Equipment (third consecutive year in Top 5)

^•   Ranked No. 27 in The Wall Street Journal Top 100 Most Sustainably Managed Companies in the World, 2020

^•   Ranked No. 19 in Barron’s Top 100 Sustainable U.S. Companies

^•   Named to Newsweek’s list of America’s Most Responsible Companies

^•   Ranked No.108 Wall Street Journal Management Top 250

DIRECTOR NOMINEE HIGHLIGHTS (page 11)

Board Committees

(as of April 1, 2021)

Director  

Since  

Other

Public Co.  

Boards

  Gov. &  

Nom.

 Gregory Q. Brown

Chairman and CEO,

Motorola Solutions, Inc.

 Kenneth D. Denman

Venture Partner,

Sway Ventures

 Egon P. Durban

Co-CEO of Silver Lake

 Clayton M. Jones

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

 Judy C. Lewent

Former EVP and CFO,

Merck & Co., Inc.

 Gregory K. Mondre

Co-CEO of Silver Lake

 Joseph M. Tucci

Chairman of Bridge Growth Partners and Lead Director GTY Technology Holdings, Inc.

Gregory Q.

Brown

Egon P.

Durban

Clayton M.

Jones

Judy C.

Lewent

Independence

Gender and ethnic diversity

Relevant industry experience

Public Company CEO, division CEO or CFO

Financial and accounting expertise

Technology expertise

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

Independence

86%

Average Tenure

6 Years

Gender/Ethnic Diversity

29%

Average Age

62 Years

Implemented proxy access amendment to our amended and restated bylaws (our “Bylaws”) in August 2020

Governance and Nominating Committee oversight of environmental, social and governance (“ESG”) matters

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

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 our Company’s strategy. For 2020, performance-based compensation comprised approximately 93% of the targeted annual compensation for our CEO and, on average, approximately 82% 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 2020, long-term equity compensation comprised approximately 80% of the targeted annual compensation for our CEO and, on average, approximately 65% 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 FRAMEWORK

Community Engagement

^•   The Motorola Solutions Foundation (the “Foundation”), which has donated $100 million over the past 10 years to students, teachers, first responders, veterans and community members, allocated the majority of its 2020 grant funding to programs that directly support people of color.

^•   In 2020, the Foundation granted more than $12 million to charitable organizations across the globe. More than $8 million of that amount was awarded through our strategic grants program in support of first responder programming and technology/engineering education. $2 million was awarded to support COVID-19 relief efforts, including by supplying personal protective equipment to hospitals and aiding teachers and students in underserved communities with virtual learning.

^•   Despite the challenges of 2020, Motorola Solutions employees found creative ways to give back safely, virtually and in their local communities. During our virtual Global Months of Service, a volunteerism competition during September and October, employees logged over 14,000 volunteer hours.

^•   In 2020, there was a 63% increase in the number of U.S. employees entering charitable donations under our Donations for Donors employee program, resulting in nearly $1 million in matching gift contributions.

^•   In 2020, the Foundation offered a 2:1 match incentive for gifts entered on Giving Tuesday, resulting in 455 employees entering a total of 897 gifts in the system. Gifts benefitted 680 nonprofit organizations and schools across 42 states.

Human Capital Management

^•   When faced with the COVID-19 pandemic, we embodied our purpose in “Helping people be their best in the moments that matter.” To ensure the safety of our employees who continue to work on-site, we developed a COVID-19 Workplace Screening Policy, which applies to employees, contractors and visitors of Motorola Solutions’ facilities. We also enabled a work from home environment in March 2020 for our employees not required to be on-site. In 2020, video work calls averaged 11,000 calls per day (vs. 1,000 pre-COVID-19), with over 300 LiveStreams and 4,500 collaborative “Just a Minute (JAM)” sessions during the year. These virtual platforms also enabled us to provide a series of webinars focused on mental health and wellness and other programs to foster a healthy, collaborative, and balanced professional environment.

^•   Our Board is committed to human capital management practices that promote diversity, equity and inclusion as a business imperative that drives productivity, engagement and innovation. We appointed a Chief Diversity Officer who has over 25 years of experience leading diversity, equity and inclusion initiatives in complex organizations to develop and drive enterprise-wide strategies. We conducted employee digital focus groups across the globe to gather sentiment from more than 4,000 employees regarding our company’s culture, policies and practices with respect to diversity, equity and inclusion, in order to develop programs and drive numerous initiatives across our global organization. We also invested in development programs for high-potential female leaders and added an unconscious bias curriculum to our global workforce.

^•   We are proud to have six employee resource groups known as Business Councils: Women’s Business Council, Multicultural Business Council, LGBTA Business Council, People with Disabilities and Allies Council, Veterans Business Council and Young Professionals Group. These employee-championed volunteer cohorts connect via shared values and interests and host events focused on improving representation of underrepresented groups, professional and leadership development, community outreach, and employee engagement.

^•   We are consistently recognized for our efforts in Human Capital Management, receiving awards in 2020 such as: Fortune World’s Most Admired Companies, Forbes America’s Best Employers for Diversity, Human Rights Campaign Corporate Equality Index, and Disability Equality Index^® (DEI^®) Best Places to Work.

Our Business

^•   Core to our business is our ability to enable mission critical communications and mobile workflow applications to improve the safety and efficiency of our customers and the communities they serve. During the COVID-19 pandemic we leveraged our video and software products and technology to offer solutions to our customers to provide capabilities such as occupancy counting to prevent overcrowding as well as elevated body temperature detection to help ensure our customers have the technology required to act safely and efficiently during the health crisis and beyond.

^•   We established the Motorola Solutions Technology Advisory Committee (“MTAC”), which is a cross collaborative advisory committee that acts as a technical conscience for the company. The MTAC assesses technologies along with their application to Motorola Solutions’ products and services and develops guidelines to advise and govern application of those technologies. This body addresses cultural considerations for our products and services, with special attention on artificial intelligence (“AI”) and facial recognition. The efforts of MTAC include the publication of an internal code of conduct for data rights and ethics, and guidelines for the responsible use of AI and for delivery of facial recognition technology.

^•   In 2020, we established a cross-collaborative AI Employee Advisory Group to build community trust, ensure social responsibility and address cultural considerations for our products and services, with special attention on AI and facial recognition.

^•   We implemented an internal Governance, Risk, and Compliance (GRC) software platform that enables us to identify IT and cybersecurity vulnerabilities either internally or with our third-party vendors and partners and take proactive actions to ensure the fidelity and information security of our products and services. This software platform also better enables us to identify, monitor, manage, and resolve incidents across the enterprise.

^•   We have an ongoing program of compliance, with many sites and parts of the organization having achieved ISO 27001 Information Security Management certification. In addition, we are an active member of the Cloud Security Alliance (CSA), which aims to improve security within cloud computing environments while also following the National Institute of Standards and Technology (NIST) Cybersecurity Framework. Security is embedded in each phase of the development lifecycle. Extensive training programs and a robust Cybersecurity Champion program help to foster a strong security culture throughout the organization.

^•   In addition to our Enterprise Security team, which monitors information security for the entire Company, the Products and Services organization has a Cybersecurity group dedicated to providing secure products and services to our customers and engaging with them to improve their security posture. Within this group are many functional teams, including Governance, Risk and Compliance, Threat Intelligence, Secure Architecture and Design and Training and Awareness.

Governance and Compliance

^•  We are committed to responsible and effective corporate governance to enhance the creation of sustainable, long-term shareholder value and being accountable and responsive to all stakeholders.

^•  
We routinely conduct internal audits on ethical standards, including an annual fraud risk assessment.

^•  IT and cybersecurity governance and compliance are areas of critical importance to the success of our business. We have an online training platform that hosts more than 100 training courses that focus on products and services cybersecurity and enterprise information security.

^•   We also formed an ESG Governance Leadership Team in 2020. Chaired by two Executive Vice Presidents who collectively are responsible for Ethics & Compliance, Human Capital Management, Supply Chain/Procurement, Corporate Governance, Audit, Finance, and Environmental Health & Safety, the ESG Governance Leadership Team drives decision-making, accountability, and ownership of specific ESG strategies and initiatives.

^•   Our culture is steeped in governance and compliance, with programs and training from our Office of Ethics and Compliance. Because “tone-from-the-top” plays a crucial role in shaping employee behavior, the Office of Ethics and Compliance conducts one-on-one compliance program briefings with all new Vice Presidents and the leadership of newly acquired companies.

^•   The Office of Ethics and Compliance partners with the Audit Services organization to conduct quarterly meetings for key internal stakeholders to discuss our risk environment and participates in an annual session to rank enterprise risks, prepare disclosures for the Executive Committee and the Board, and develop mitigation strategies.

^•   We regularly update our Anti-Human Trafficking Statement to address changing regulations globally.

^•   We bolstered many of our data privacy compliance programs by increasing company-wide privacy training to an annual mandatory requirement, implementing processes and policies that are compliant with the California Consumer Privacy Act, and providing periodic updates to senior leadership and the Board on privacy risk management.

^•   For more information on our robust corporate governance structure, see the section of this Proxy Statement titled “Proposal No. 1 – Election of Directors Named in this Proxy Statement for a One-Year Term” beginning on page 11.

Environment

^•  In 2020, we met our greenhouse gas goal of reducing Scope 1 and 2 emissions by 31%, in advance of our 2022 goal deadline. We have also reduced our greenhouse gas footprint by 34.4% since 2016.

^•  In 2020, we completed 28 energy reduction projects, which saved 3,387,781 kWh of energy. These projects included:

^•  A retro-commissioning project in Schaumburg, IL implementing building controls-based measures that produced savings by optimizing building operations. This project created electricity and gas savings of 941,051 kWh and 13,865 therms per year. The project participated in ComEd’s RCxpress utility rebate program and won the Project of the Year award from the program for most kWh saved by a single project.

^•  Upgrading the electric terminal reheat system in Schaumburg, IL with a new hydronic perimeter HVAC system. The new system is now able to be controlled by the centralized building automation system to further reduce consumption. The upgrade reduces the building’s peak demand by over 430 kW during the winter months.

^•   Due to the remote work transition as a result of the COVID-19 pandemic, we saved an estimated additional 2,325,221 kWh of energy consumption.

Supply Chain

^•  In the midst of the COVID-19 pandemic, we reinforced business resiliency for our supply chain ecosystem worldwide. Our Supplier Diversity team partners with local, agile and diverse suppliers to drive competition and innovation within our supply chain and the market. In 2020, as COVID-19 impacted diverse and small businesses, we sponsored the “In this Together” initiative in collaboration with the National Minority Supplier Development Council (“NMSDC”), an organization that is dedicated to investing in minority businesses that are struggling to recover from the economic downturn resulting from COVID-19 and that have sustained damage and vandalism during protests in 2020. NMSDC is also committed to eradicating the racial wealth gap and start-up capital gap in order to build and scale minority businesses, and financing the growth and development of designated Minority Business Enterprises operating in corporate and government supply chains.

^•  We expanded our supplier assessment program to include indirect suppliers.

^•  Our Procurement, IT, EHS, Communications, and Human Resources organizations worked together to ensure a healthy and safe working environment for our employees throughout the pandemic.

OUR BOARD

PROPOSAL NO. 1 — ELECTION OF DIRECTORS 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 the Board governs the Company

How our Board is organized

How you can communicate with the Board

How our Board is compensated

 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, former member of the President of the United States’ Management Advisory Board

●  Government, public policy, and regulatory experience as a member of the Business Roundtable and The Business Council, and former member 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: 60

 Race: White

 Director since: 2007

 Chairman since: 2011

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 2022 Annual Meeting of Shareholders. Each director will hold office until his or her respective successor is elected and qualified or until his or her 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 Venture 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.

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, Mitek Solutions, Inc. from December 2016 to December 2019, ShoreTel, Inc. from May 2007 to September 2017, and United Online from June 2015 to July 2016.

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

Director Qualifications:

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

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

●  Public company CEO, global business, and developing markets experience as CEO and President of iPass, Inc. and Openwave Systems, Inc.

●  Private equity, investment banking, and capital allocation experience as a Venture Partner of Sway Ventures

●  Public company board experience

 Principal Occupation:

 Venture Partner,

 Sway Ventures

 Age: 62

 Race: Black

 Director since: 2017

 Lead Independent Director  

 since 2019

 Independent

 EGON P.

 DURBAN

Mr. Durban is Co-CEO of Silver Lake, a global private equity 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 previously worked in the firm’s New York office, as well as the London office, which he launched and managed from 2005 to 2010.

Other Public Company Boards: Dell Technologies Inc. and its majority owned subsidiary VMware, Inc., Qualtrics International Inc., which completed an initial public offering in January 2021, Twitter, Inc., and Unity Software, Inc., which completed an initial public offering in September 2020. In the last five years Mr. Durban served on the boards of Intelsat S.A from August 2011 to December 2016, Pivotal Software, Inc. from April 2018 to January 2020, and SecureWorks Corp. from December 2015 to May 2020.

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 Partners

 (“Silver Lake”)

 Age: 47

 Race: White

 Director since: 2015

 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.

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: 71

 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: GlaxoSmithKline plc and Thermo Fisher Scientific, Inc. Ms. Lewent 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 board member of GlaxoSmithKline

●  Government, public policy, and regulatory experience as former CFO at Merck and 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: 72

 Race: White

 Director since: 2011

 Independent

 GREGORY K.

 MONDRE

Mr. Mondre is Co-CEO of Silver Lake 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: Expedia Group and GoodRx Holdings, Inc. In the last five years, Mr. Mondre served on the boards of GoDaddy, Inc. from May 2014 to February 2020, and Sabre Corporation from March 2007 to December 2018.

Board Committees: Audit, 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: 46

 Race: White

 Director since: 2015

 Independent

 JOSEPH M.

 TUCCI

Mr. Tucci is the Chairman of Bridge Growth Partners and Lead Director of GTY Technology Holdings, Inc. Mr. Tucci serves as a founder and director, and formerly as the Co-Chairman and Co-Chief Executive Officer from September 2016 to February 2019, of GTY Technology Holdings, 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: GTY Technology Holdings, Inc. and Paychex, Inc. In the past five years Mr. Tucci served on the boards of EMC Corporation from January 2001 to September 2016 and of VMware, Inc. from April 2007 to September 2016.

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 Chairman, CEO and President of EMC Corporation

●  Relevant industry, developing markets, and private equity experience as 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 member of the Business Roundtable and Chair of its Task Force on Education and the Workforce and as a member of the Technology CEO Council

●  Public company board experience

 Principal Occupation:

 Chairman of Bridge Growth  

 Partners and Lead Director

 of GTY Technology

 Holdings, Inc.

 Age: 73

 Race: White

 Director since: 2017

 Independent

Independence: Six of seven director nominees

Gender and ethnic diversity: Two 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, safety and security experience: Three of seven director nominees

Software and services business experience: Five of seven director nominees

Global business experience: All director nominees

Developing markets experience: Six of seven director nominees

Government, public policy and regulatory experience: Four of seven director nominees

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

Public company board 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 he or she 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.

BOARD REFRESHMENT

+5

Directors

added

-5

Directors

retired

over the last 6 years

Responsibility for overseeing management and providing strategic guidance

A belief in the steady refreshment of the 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

6 of our 7 members are independent, including all committee members

A Lead Independent Director

Regular executive session meetings of independent directors

Annual director self-assessment process

Regular risk assessment processes

Board Governance Guidelines and Principles of Conduct

Director Independence Guidelines

Implemented proxy access Bylaw amendment in August 2020 (for additional information, see “Adoption of Proxy Access Bylaw” on page 19 of this Proxy Statement)

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 our Company’s strategy. For 2020, performance-based compensation comprised approximately 93% of the targeted annual compensation for our CEO and, on average, approximately 82% 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 2020, long-term equity compensation comprised approximately 80% of the targeted annual compensation for our CEO and, on average, approximately 65% 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 19 of this Proxy Statement)

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

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 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 cybersecurity and information security report, as well as annual report which includes a review of potential digital threats and vulnerabilities and our cybersecurity, information security and data privacy framework designed to protect intellectual property, confidentiality, data integrity, and availability of critical assets and information

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 diversity, equity and inclusion goals

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.

    2020 Meetings: 8

    Judy C. Lewent (Chair)

    Clayton M. Jones

    Gregory K. Mondre

•   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 cyber-related, financial and regulatory and compliance risk.

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

Financial Expertise, Independence, and Financial Literacy

The 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. The 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;

•   diversity, equity and inclusion efforts; and

•   evaluation of the Company’s senior management.

•   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.

    2020 Meetings 5

    Joseph M. Tucci (Chair)

    Kenneth D. Denman

    Egon P. Durban

•   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.

Independence

The Board has determined that each member of the Compensation and Leadership Committee during 2020 (including former director Ms. Pramaggiore while she served on such committee) qualifies as an independent director under the corporate governance standards of the NYSE and our Director Independence Guidelines. The Board has also determined that each member of the Compensation and Leadership Committee during 2020 (including former director Ms. Pramaggiore while she served on such 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 and/or approve related party transactions.

^•   Oversee the governance of the Board and compensation of non-employee members of the Board.

    2020 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, including ESG risk.

Independence

The 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

•   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.

    2020 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

$190,000

Name

(a)

Fees Earned or
Paid in Cash ($)⁽¹⁾
(b)

Stock
Awards ($)⁽²⁾⁽³⁾

(c)

All Other

Compensation ($)⁽⁴⁾
(g)

Total ($)
(h)

 Kenneth D. Denman

132,779    

190,004    

157

322,940

 Egon P. Durban

0    

279,310    

157

279,467

 Clayton M. Jones

97,777    

190,004    

157

287,938

 Judy C. Lewent

111,110    

190,004    

157

301,271

 Gregory K. Mondre

0    

288,144    

157

288,301

 Joseph M. Tucci

100,001    

190,004    

157

290,162

 Former Director:

 Anne R. Pramaggiore⁽⁵⁾

38,334    

220,259    

91

258,684

During 2020, 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 11, 2020. With respect to the annual grant of equity, Messrs. Denman, Durban, Jones, Mondre, Tucci and Ms. Pramaggiore 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 or shares of Common Stock received, including quarterly fees elected to be received in equity, and the fair value on each date of grant are as follows:

March 27

May 11

June 26

September 25

December 31

Common

Stock/

Deferred

Stock Units

Annual Grant of

Deferred Stock Units

Common

Stock/

Deferred

Stock Units

Common

Stock/

Deferred

Stock Units

Common

Stock/

Deferred

Stock Units

 Kenneth D. Denman

 Fair Value

 Egon P. Durban

 Fair Value

 Clayton M. Jones

 Fair Value

 Judy C. Lewent

 Fair Value

 Gregory K. Mondre

 Fair Value

 Anne R. Pramaggiore

 Fair Value

 Joseph M. Tucci

 Fair Value

The aggregate number of Motorola Solutions DSU awards outstanding at December 31, 2020 includes accrued dividend equivalents or shares, and is shown below:

  Kenneth D. Denman

  2,831

  Egon P. Durban

16,334

  Clayton M. Jones

11,835

  Judy C. Lewent

  5,858

  Gregory K. Mondre

16,608

  Joseph M. Tucci

  7,090

  Former Director:

  Anne R. Pramaggiore *

22,929

The total for Ms. Pramaggiore is as of her retirement from the Board on July 24, 2020.

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, 2020 were approximately $1,033.

Ms. Pramaggiore’s last day on the Board was July 24, 2020.

OUR COMPANY

MARK HACKER

Mr. Hacker is Executive Vice President, General Counsel and Chief Administrative Officer of Motorola Solutions. He leads the Company’s legal, government affairs and human resources teams. Mr. Hacker is a member of both the Illinois and Pennsylvania state bars, has been a certified public accountant, and is an adjunct professor at Northwestern University School of Law. Mr. Hacker serves as the President and is on the board of directors of the Motorola Solutions Foundation. Mr. Hacker is also on the board of directors of Business Executives for National Security, Skills for Chicagoland’s Future, St. Rita of Cascia High School in Chicago and the 100 Club of Illinois. He is also a member of the President’s Advisory Council of Villanova University.

Previous Experience

Senior Vice President and General Counsel, Motorola Solutions, overseeing legal, government affairs, global marketing, communications and the Motorola Solutions Foundation; Corporate Finance Associate, Buchanan Ingersoll & Rooney; Accountant, Arthur Andersen.

Education

Mr. Hacker earned a bachelor’s degree in accountancy from Villanova University and a law degree from Villanova University School of Law.

Executive Vice President, General Counsel and Chief Administrative Officer

Joined Motorola

Solutions: 2001

Age: 49

KELLY MARK

Mr. Mark is Executive Vice President, Software and Services, for Motorola Solutions. He is responsible for the Company’s software and services business, which includes recurring revenue solutions in managed and support services, public safety and enterprise command center software solutions and unified communications applications. Mr. Mark is also the Company’s executive sponsor for FIRST Robotics, which provides students with hands-on experiences building robots as they learn skills in science, technology, engineering and math (STEM).

Previous Experience

Senior Vice President, Managed and Support Services, Motorola Solutions, overseeing services strategy, offer design and delivery worldwide.

Education

Mr. Mark earned a bachelor’s degree in business from the University of Illinois and a master’s degree in business administration from Harvard Business School.

Executive Vice President, Software and Services

Joined Motorola

Solutions: 1999

Age: 49

JACK MOLLOY

Mr. Molloy is Executive Vice President, Products and Sales for Motorola Solutions. He leads the Company’s worldwide sales organization and product development of LMR Mission Critical Communications and Video Security and Analytics. Mr. Molloy serves on the Sales Benchmark Index Advisory Board.

Previous Experience

Executive Vice President, Worldwide Sales & Services, Motorola Solutions, 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, Products and Sales

Joined Motorola

Solutions: 1994

Age: 49

 RAJAN NAIK

Dr. Naik is Senior Vice President, Strategy and Ventures, for Motorola Solutions. He is responsible for the corporate strategy organization, chief technology office, venture capital portfolio and competitive and market intelligence. Dr. Naik serves on the board of directors for CSG Systems International.

Previous Experience

Senior Vice President and Chief Strategy Officer, Advanced Micro Devices; Partner, Technology/Media/Telecom, McKinsey & Company.

Education

Dr. Naik earned a bachelor’s degree in engineering from Cornell University and a doctorate in engineering from the Massachusetts Institute of Technology.

Senior Vice President, Strategy and Ventures

Joined Motorola

Solutions: 2015

Age: 49

JASON WINKLER

Mr. Winkler is Executive Vice President and Chief Financial Officer for Motorola Solutions, a role in which he has served since July 1, 2020. He is responsible for the Company’s financial strategy and leads all financial functions as well as supply chain operations and procurement. Mr. Winkler is a member of the executive board of the Chicago Police Memorial Foundation.

Previous Experience

Senior Vice President, Finance; Corporate Vice President, Finance, Global Sales & Services; and Vice President and Director, North America, each for Motorola Solutions. Since joining the Company in 2001, Mr. Winkler has held a number of financial leadership positions supporting investor relations, global channel management, mergers and acquisitions and product operations.

Education

Mr. Winkler earned a bachelor’s degree in business administration from Valparaiso University and a master’s degree in business administration from the University of Chicago’s Booth School of Business.

Executive Vice President and Chief Financial Officer

Joined Motorola

Solutions: 2001

Age: 47

CYNTHIA YAZDI

Ms. Yazdi is Senior Vice President, Chief of Staff, Marketing and Communications and Motorola Solutions Foundation. She is responsible for supporting the Chairman and CEO of Motorola Solutions and for worldwide marketing and communications for the Company, as well as the Motorola Solutions Foundation. Ms. Yazdi serves on the board of the American Red Cross of Chicago.

Previous Experience

Ms. Yazdi has held a variety of leadership positions in strategy and operations roles during her 20+ year career with the Company. Most recently, she led product and business operations for the Asia Pacific and Middle East regions.

Education

Ms. Yazdi earned a bachelor’s degree in civil engineering from Concordia University.

Senior Vice President,

Chief of Staff, Marketing and Communications and Motorola Solutions Foundation

Joined Motorola

Solutions: 2000

Age: 56

PROPOSAL NO. 2 — RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2021

OUR PAY

PROPOSAL NO. 3 — ADVISORY APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION

We actively engage our shareholders on their views and consider this input when designing our executive compensation programs.

Our programs are designed to pay-for-performance, so a majority of the NEOs’ total compensation is based on the performance of the Company and 100% of their long-term incentives are performance-based.

Our executive compensation program incorporates many leading practices to ensure ongoing good governance, including a “clawback” policy, anti-hedging, stock ownership guidelines and no excise tax gross-ups.

COMPENSATION DISCUSSION AND ANALYSIS

Say on Pay Vote Results and Shareholder Engagement

Historical Say on Pay Results

2020 Shareholder Engagement

Board Responsiveness to Say on Pay Vote

Executive Summary

Named Executive Officers

Management Transition

Our Business

Company Performance

Paying for Performance

Evolution of Our CEO’s Pay Program

Process for Determining Executive Compensation

Compensation Philosophy

Sound Governance Practices

How We Plan Compensation

Performance-Based Compensation Structure

2020 Target Total Compensation Summary

2020 Annual Compensation Elements

Base Salary

Short-Term Incentives

Long-Term Incentives

Comparative Market Data

2020 Peer Group

Survey Market Data

Equity Usage Under Our Compensation Programs

Other Compensation Policies and Practices

Benefits and Perquisites

Stock Ownership Guidelines

Change in Control Policy

Recoupment of Incentive Compensation Awards Upon Restatement of Financial Results