Gregory K. Mondre

About Gregory K. Mondre

Gregory K. Mondre, age 50, is an independent director of Motorola Solutions, Inc. (MSI) and has served on the Board since 2015. He is Co‑CEO and Managing Partner of Silver Lake, a global technology investment firm; he joined Silver Lake in 1999 and previously served as Managing Partner and Managing Director from January 2013 to December 2019 . Mondre currently serves on the Board of GoodRx Holdings, Inc.; in the last five years he served on the boards of Expedia Group (May 2020–October 2021) and GoDaddy, Inc. (May 2014–February 2020) . MSI’s Board determined on March 13, 2025 that Mondre is independent under its Director Independence Guidelines and NYSE standards .

Past Roles

External Roles

Board Governance

• Committee assignments: Compensation & Leadership Committee (member) and Governance & Nominating Committee (member) .
• Committee meetings in 2024: Compensation & Leadership (6), Governance & Nominating (5) .
• Independence: MSI Board affirmed Mondre’s independence on March 13, 2025 under stricter four‑year lookback standards .
• Board attendance: The Board held seven meetings in 2024; all but two incumbent directors attended 100% of combined Board and committee meetings, with the remaining two at 75% and 79%. All directors who stood for election attended the 2024 annual meeting .
• Lead independent director and executive sessions: MSI maintains a combined Chair/CEO with a Lead Independent Director; independent directors met in executive session five times in 2024 .

Fixed Compensation

2024 Mondre director compensation:

DSU activity and fair values (2024):

Performance Compensation

• MSI does not provide non‑equity incentive plans or pensions for non‑employee directors; annual equity grants are in DSUs, which settle at termination (or after one year if elected). There are no director performance metrics or PSUs/options tied to director compensation .
• MSI maintains robust stock ownership guidelines for directors: 5x annual cash retainer within five years; directors not in compliance must hold 100% of vested DSUs until meeting guidelines. As of Dec 31, 2024, all non‑employee directors met the requirement or were within the five‑year period .

Other Directorships & Interlocks

Expertise & Qualifications

• Financial and accounting expertise; private equity, investment banking or capital allocation experience; relevant industry, technology, global business, and software/services experience; public company board experience; human capital management experience .

Equity Ownership

Additional ownership details:

• DSUs outstanding at Dec 31, 2024: 22,556 .
• Insider Trading Policy prohibits pledging, hedging, short sales, or derivative transactions by directors; shares in beneficial ownership table are “not subject to any pledge” unless noted .
• Stock ownership guideline: 5x annual cash retainer within five years; compliance affirmed for all non‑employee directors as of Dec 31, 2024 .

Governance Assessment

• Committee effectiveness: Mondre’s roles on Compensation & Leadership (6 meetings in 2024) and Governance & Nominating (5 meetings in 2024) position him in critical oversight of pay, succession, governance, ESG, and related‑party transaction review . CAP serves as an independent advisor to the compensation committee; Board references CAP for director pay benchmarking, supporting objective pay governance .
• Independence and attendance signaling: MSI reaffirmed Mondre’s independence (March 13, 2025) under stricter four‑year lookback. The Board held seven meetings in 2024 with strong overall attendance and five executive sessions of independent directors, indicating active oversight culture .
• Ownership alignment: Mondre holds DSUs and common shares with guideline compliance framework requiring 5x retainer; pledging/hedging prohibitions and DSU settlement at termination promote long‑term alignment .
• Potential conflicts and mitigants:
  • Silver Lake convertible notes: MSI paid approximately $1.59 billion in cash to settle Silver Lake’s $1.0 billion 1.75% convertible notes on Feb 14, 2024; press release stated Mondre would continue Board service . The transaction is disclosed under MSI’s Related Person Transaction Policy as the only such transaction requiring approval/ratification since Jan 1, 2024; oversight by Governance & Nominating and independence determinations address conflict risk .
  • Relationships with entities associated with independent directors were reviewed; payments were significantly below thresholds or non‑disqualifying under NYSE and MSI independence standards .
• Pay governance signals: MSI reports strong “Say‑on‑Pay” support (93% in 2024), clawback policy, double‑trigger change‑in‑control for executives, no excise tax gross‑ups, and explicit anti‑pledging/hedging policies—strengthening investor confidence in overall pay governance, though these apply primarily to executives rather than directors .
• Board processes: Annual Board/committee self‑assessments, director peer reviews led by the Lead Independent Director, and strict Director Commitment Policy (≤5 public boards for non‑chair directors) with 2025 compliance affirmed—supporting Board effectiveness and capacity management .

RED FLAGS to monitor:

• Related‑party exposure due to Silver Lake’s historical financing and Mondre’s executive role; while the 2024 settlement was reviewed under MSI’s RPT Policy, continued vigilance on transactions and recusals is warranted .
• Cash/equity director pay elections resulting in larger DSU accruals (Mondre elected equity for fees in 2024) should be balanced against ownership guideline fulfillment and potential perception issues; MSI’s guidelines and prohibitions mitigate but do not eliminate optics risk .

Director Compensation Detail (Structure and Mondre’s 2024)

Committee Composition and Oversight (Mondre’s Committees)

Independence Status and Policies

• Independence determination: MSI Board determined Mondre and all current non‑employee directors (as of the periods in 2024–2025) are independent; MSI applies a stricter four‑year lookback on NYSE standards .
• Insider Trading Prohibitions Policy: Prohibits pledging, hedging, short sales, and derivative transactions; updated in 2024 for legal developments .

Related Party Transactions (Silver Lake)

• MSI RPT Policy requires review/approval for transactions >$120,000 involving related persons; the Governance & Nominating Committee oversees these matters .
• The only RPT since Jan 1, 2024: repurchase of $1.0B principal of Silver Lake’s 1.75% convertible notes for ~$1.59B cash (inclusive of conversion premium) on Feb 14, 2024; MSI 8‑K disclosed details and press release indicated Mondre’s expected continued Board service .

Say‑on‑Pay & Shareholder Feedback (Context for Compensation Governance)

• 2024 Say‑on‑Pay approval ~93% .
• Shareholder engagement: MSI contacted top 25 shareholders (50–53% ownership) in spring and fall/winter 2024; enhancements included updating director skills matrix and director commitment policy .

Summary Implications for Investors

• Mondre’s board roles place him in core governance lanes (compensation and nominating), with independence affirmed under strict standards and strong board process signals (executive sessions, assessments) .
• The Silver Lake note settlement is a material related‑party event; MSI’s RPT Policy review, independence re‑affirmation, and committee oversight mitigate—but do not eliminate—perceived conflict risk. Continued monitoring of any MSI‑Silver Lake dealings and committee recusals is prudent .