Ayanna M. Howard
Motorola SolutionsAbout Ayanna M. Howard
Independent director since 2022; age 53. Dean of the College of Engineering at The Ohio State University (tenured professor in Electrical & Computer Engineering with joint appointment in Computer Science & Engineering). Prior roles include founder and board president of Zyrobotics, Inc. (non-profit; 2020–2025) and engineering leadership at NASA’s Jet Propulsion Laboratory (1993–2005). Serves on the Audit Committee; Board determined she is independent as of March 13, 2025. Other public company board: Autodesk, Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Ohio State University | Dean, College of Engineering; Tenured Professor (ECE; joint appointment in CSE) | 2021–present | Academic leadership; government/public policy experience relevant to MSI’s public sector exposure |
| Zyrobotics, Inc. (non-profit) | Founder; Board President | Jan 2020–Jan 2025 | AI-powered STEM tools for early childhood; entrepreneurship and technology stewardship |
| Georgia Institute of Technology | Chair, School of Interactive Computing; Linda J. and Mark C. Smith Professor (ECE) | 2005–2021; Chair 2018–2021; Professor 2015–2021 | Technology and AI/ML expertise; human capital management |
| NASA Jet Propulsion Laboratory | Various engineering roles | 1993–2005 | Applied robotics/AI; government/regulatory experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Autodesk, Inc. | Director | Current | Public company board experience; technology/software perspective |
| The Ohio State University | Dean; Professor | 2021–present | Human capital and governance experience in large institution |
Board Governance
- Committee assignment: Audit Committee member; Audit met nine times in 2024. All Audit members are “audit committee financial experts,” and financially literate under SEC rules.
- Independence: Board affirmed independence (incl. Howard) under stricter NYSE-based guidelines with four-year lookback; relationships reviewed were below thresholds or not disqualifying.
- Executive sessions: Independent directors held five executive sessions in 2024; Board held seven meetings.
- Lead Independent Director structure in place (Kenneth D. Denman) with regular risk oversight and CEO assessment responsibilities.
- No related person transactions requiring approval since Jan 1, 2024, other than Silver Lake note settlement (not involving Howard).
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $110,000 | Effective May 2024; paid quarterly; directors may elect DSUs or shares for cash fees |
| Audit Committee member fee | $10,000 | Paid annually; no meeting fees |
| Committee chair fee (Audit) | $25,000 | Not applicable to Howard (member, not chair) |
| Lead Independent Director fee | $55,000 | Not applicable to Howard |
| 2024 total (Howard) | $361,977 | Fees earned $116,667; Stock awards $245,153; Other comp $157 |
Non-employee directors receive no meeting fees and are not eligible for pensions; limited perquisites (e.g., accidental death insurance; small premium paid by company).
Performance Compensation
| Equity Instrument | Grant date | Quantity/Target | Fair value | Vesting/Settlement |
|---|---|---|---|---|
| Annual DSUs | May 14, 2024 | 679 DSUs | $245,153 | Howard elected DSUs settling at termination or after one year (whichever earlier) |
| Annual equity program baseline | Ongoing | $245,000 per year | N/A | Determined by dividing grant value by closing price on grant date; prorated for mid-year additions |
Directors can elect to receive cash retainers as DSUs or shares; annual equity grants are DSUs; no performance metrics attach to director equity.
Other Directorships & Interlocks
| Company | Role | Potential interlock/conflict |
|---|---|---|
| Autodesk, Inc. | Director | Board independence review found any payments/relationships for Howard under thresholds/not disqualifying; no specific MSI-related interlocks disclosed. |
Expertise & Qualifications
- Financial/accounting expertise and capital allocation (MBA from Drucker Graduate School; founder experience).
- Technology, cybersecurity/privacy, software/services, human capital management; public company board experience.
- Government/public policy/regulatory experience via OSU deanship and NASA JPL work.
- Audit committee financial expert (as a member of Audit).
Equity Ownership
| Measure | Value | As-of |
|---|---|---|
| Beneficial ownership (common shares) | 0 shares; <1% outstanding | March 11, 2025 |
| DSUs outstanding (board-wide tally) | 2,668 DSUs (Howard) | March 11, 2025 |
| DSUs outstanding (director table) | 2,661 DSUs (Howard) | Dec 31, 2024 |
| Stock ownership guideline | 5× annual cash retainer, to be met within 5 years; DSUs count toward compliance | Policy; Board states all directors met or are within 5-year period |
Insider trading policy prohibits pledging, short sales, hedging, or derivative transactions by directors, supporting alignment (no pledging red flag).
Insider Trades (Form 4)
| Transaction date | Type | Shares transacted | Post-transaction holdings | Filing URL |
|---|---|---|---|---|
| May 14, 2024 | A – Award (DSUs) | 679 | 2,649.1056 | https://www.sec.gov/Archives/edgar/data/68505/000106299324010440/0001062993-24-010440-index.htm |
| May 15, 2025 | A – Award (DSUs) | 576 | 3,249.9 | https://www.sec.gov/Archives/edgar/data/68505/000106299325009772/0001062993-25-009772-index.htm |
Governance Assessment
- Strengths: Independence affirmed under enhanced standards; Audit Committee membership with “financial expert” designation; participation on a high-frequency committee (9 meetings) signals engaged oversight of financial reporting, cybersecurity, AI-related risk (Board delegates oversight of cybersecurity and AI risks to Audit).
- Alignment: Director comp balanced between cash ($110k + committee fees) and equity DSUs ($245k), with ownership guidelines (5× retainer) and anti-hedging/pledging policy; DSU accumulation evident via annual grants and Form 4s.
- Attendance/engagement: Board held seven meetings; independent directors met in five executive sessions in 2024; the proxy reports strong attendance overall (all but two incumbents were at 100% of combined Board/committee meetings). Specific individual attendance for Howard is not disclosed.
- Conflicts: Board reviewed relationships associated with Howard; payments were below thresholds or not disqualifying; no related person transactions requiring approval since Jan 1, 2024, other than the Silver Lake note transaction (not related to Howard).
RED FLAGS: None disclosed for Howard regarding related-party transactions, hedging/pledging, or attendance; beneficial common share ownership is 0, but DSUs and guideline policy mitigate “skin-in-the-game” concerns for newer directors within the five-year window.