Cynthia Yazdi
Motorola SolutionsAbout Cynthia Yazdi
Senior Vice President, Communications & Brand at Motorola Solutions, Inc. (MSI). Responsibilities include supporting the Chairman and CEO and leading global communications and brand strategy; 24-year company veteran who joined Motorola Solutions in 2000, age 60, with a B.S. in Civil Engineering from Concordia University . Company performance during her Executive Committee tenure has been strong: 2024 revenue grew 8% to a record $10.8B, operating cash flow reached $2.4B, and backlog ended at $14.7B; MSI’s TSR outperformed the S&P 500 in 2024 (49% vs. 25%), and cumulative TSR since 2011 is 1,475% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Motorola Solutions | Senior Vice President, Chief of Staff, Marketing & Communications; Motorola Solutions Foundation | Not disclosed | Executive leadership support and oversight of marketing/communications functions |
| Motorola Solutions | Led product and business operations for Asia Pacific and Middle East regions | Not disclosed | Regional product/business operations leadership |
External Roles
No public company directorships or external roles disclosed for Yazdi in MSI’s proxy statements .
Fixed Compensation
Not individually disclosed (Yazdi is not a Named Executive Officer). MSI’s executive program emphasizes variable pay and equity with robust governance:
- Stock ownership guidelines: SVPs required to hold stock equal to 2x base salary; executives who are non-compliant must hold 100% of net shares from vesting/exercise until compliant .
- Insider Trading Prohibitions Policy: prohibits pledging, hedging, short sales, and other derivatives for directors and officers .
- Clawback: amended and restated Dodd‑Frank-compliant incentive compensation recoupment policy; equity agreements include forfeiture for violations of confidentiality/non-solicit/non-compete covenants .
Performance Compensation
MSI’s incentive architecture for executive officers (including SVPs) is pay-for-performance with short-term cash (STIP) tied to two financial KPIs and 100% performance-based long-term equity (PSUs, POs, MSUs).
| Element | Metric | Weighting | Target | Actual (2024) | Payout/Factor | Vesting |
|---|---|---|---|---|---|---|
| STIP (Company Factor) | Non-GAAP Operating Earnings (OE) | 65% | $3,085M | $3,142M | 1.06 | Annual cash; combined with individual performance factor (IPF) |
| STIP (Company Factor) | Free Cash Flow (FCF) | 35% | $1,975M | $2,134M | 1.14 | Annual cash; combined with IPF; 2024 resulting Company Factor 1.09 |
| LTI – LRIP PSUs | 3-year TSR vs. S&P 500 | n/a | Target payout at median | 2022-2024 TSR 95.58% (92nd percentile) | Earned at 250% of target (cycle example) | Vests/settles at 3 years |
| LTI – Performance Options (POs) | 3-year TSR vs. S&P 500 | n/a | Target at median | Scale 30%–250% based on percentile rank | Earned proportionally; examples vested at 175%–200%–250% in prior cycles | Cliff at 3 years; exercise price at grant close – |
| LTI – Market Stock Units (MSUs) | Absolute stock price change | n/a | 1% share change per 1% price change | Tranches earned annually | Max 200% at +100% price; 60% at −40% price | Earns at 1st/2nd/3rd anniversaries |
MSI’s executive program uses rigorous goals (non-GAAP OE and FCF increases from prior-year actuals; relative TSR requiring above-median to get target) and double-trigger treatment on change-in-control to align with long-term shareholder value .
Equity Ownership & Alignment
| Data Point | Detail |
|---|---|
| Total direct shares owned | ~5,867 shares as of Aug 12, 2025 |
| Ownership % of MSI shares outstanding | ~0.0035% (5,867 ÷ 166,883,113) using MSI outstanding shares as of Mar 11, 2025 |
| Stock ownership guidelines (SVP) | Must hold 2x base salary; 100% of net shares retained until compliant |
| Pledging/hedging | Prohibited for officers under Insider Trading Prohibitions Policy |
Recent insider transactions (illustrative of selling cadence and option-related activity):
| Date | Type | Shares | Price | Notes |
|---|---|---|---|---|
| Aug 21, 2024 | Sale (Form 4) | 8,136 | Total $3,456,172 | SEC filing referenced by Nasdaq |
| Aug 15, 2024 | Sale (Form 4) | 1,864 | $422.30 | Same-day option exercise 1,864 @ $179.21 |
| Mar 1, 2024 | Sale (Form 4) | 8,860 | $238.98 | Reported by Benzinga’s Form 4 tracker |
| Mar 5, 2024 | Sale (Form 4) | 8,860 | $244.63 | Reported by Benzinga |
| Mar 9–10, 2025 | MSU maturities; PO grant | 612; 659 MSUs; 14,260 POs | $222.30 PO exercise price | SEC Form 4 XML (Officer: SVP, Communications & Brand) |
Pattern suggests periodic option-related exercises and sales around vesting/earning events; share pledging is not permitted by policy .
Employment Terms
| Provision | Senior Officer Change-in-Control (SVP) | Executive Severance Plan (SVP) |
|---|---|---|
| Trigger | Double-trigger (CIC + qualifying termination within 24 months) | Involuntary termination not for cause |
| Cash severance | 2x base salary + 2x target annual bonus | 12 months base salary continuation |
| Bonus treatment | Pro-rata target bonus for period of termination | Pro-rata STIP bonus for year of separation (IPF assumed 1.0) |
| Benefits | Medical continuation for 2 years; “best-net” approach if excise tax applies | Medical coverage for 12 months; up to 12 months outplacement; financial planning minimum 12 months |
| Equity treatment | Awards generally vest at target under CIC double-trigger (if not assumed/replaced); accelerated delivery | Pro-rata acceleration; plan-specific rules apply |
| Amendment notice | One year | One year |
| Non-compete/non-solicit | Equity agreements include restrictive covenants; violations trigger forfeiture | Plan requires release and compliance with covenants |
| Citations: . |
Investment Implications
- Alignment: As an officer, Yazdi is subject to strict anti-pledging/hedging policies and stock ownership requirements (2x salary), reinforcing alignment with shareholders . Incentives are tied to company-wide KPIs (non-GAAP OE, FCF) and multi-year TSR, which historically have driven high payouts as MSI’s TSR outperformed peers .
- Selling pressure: Recurrent Form 4 sales appear linked to option/MSU events and do not necessarily indicate negative outlook; monitor transaction timing around vesting/earning cycles (e.g., March and August windows) for potential short-term technical pressure .
- Retention risk: CIC/economic protections for SVPs (2x salary+bonus, benefits, and equity under double-trigger) reduce voluntary departure risk amid strategic importance of communications/brand in MSI’s “Solving for safer” growth strategy; executive severance benefits (outside CIC) further stabilize leadership continuity .
- Governance quality: Robust clawback, prohibition of pledging/hedging, and say-on-pay support (~93% in 2024) reflect strong compensation governance; continued use of above-median TSR hurdles in LTI aligns senior management, including SVPs, with shareholder value creation .