Gregory Q. Brown
Motorola SolutionsAbout Gregory Q. Brown
Gregory Q. Brown is Chairman and CEO of Motorola Solutions, Inc.; he joined the company in 2003, became CEO of Motorola, Inc. in January 2008, and has served as Chairman and CEO of Motorola Solutions since May 2011. He is 64 and has been a director since 2007 . Under his tenure, MSI reports 1,475% total shareholder return since 2011 and significant capital returns, alongside company highlights in 2024 including 8% sales growth to a record $10.8B, $2.4B operating cash flow, and a record $14.7B backlog . MSI’s one-year relative TSR in 2024 ranked at the 89.6th percentile versus the S&P 500; over three years MSI cites outperformance versus the S&P 500 (76% vs. 29%) and 2024 outperformance (49% vs. 25%), with compensation programs designed to link pay to relative TSR and non-GAAP operating earnings/free cash flow .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Motorola Solutions, Inc. | Chairman and CEO | Chairman since 2011; CEO since 2008 | Led transformation and capital allocation; TSR 1,475% since 2011; record sales, backlog and cash flow in 2024 |
| Motorola, Inc. | Chief Executive Officer | Jan 2008–May 2011 | Guided transition leading up to Motorola Solutions |
| Micromuse, Inc. | Chairman and CEO | n/a | Technology, software/services leadership experience |
| Federal Reserve Bank of Chicago | Former Chair and Board Member | n/a | Financial/accounting expertise, policy experience |
| U.S.–China Business Council | Former Vice Chair | n/a | Global policy and regulatory experience |
| President’s Management Advisory Board; NSTAC | Former member | n/a | Government policy, national security telecom expertise |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| The Business Council | Member | n/a | Business leadership network |
| Council on Foreign Relations | Member | n/a | Global policy engagement |
| Prium | Co-chair | n/a | Leadership role |
| Other public company boards | None | — | No other public boards |
Fixed Compensation
| Component | 2024 Amount/Terms |
|---|---|
| Base Salary | $1,350,000 |
| Target STIP % | 225% of base salary (unchanged) |
| Actual STIP Award (2024) | $4,635,225 |
| Long-Term Incentive Target (2024) | $22,865,000; 1/3 PSUs ($7,621,666), 1/3 Performance Options ($7,621,667), 1/3 MSUs ($7,621,667) |
Perquisites and benefits (selected):
- Required personal use of company aircraft per security policy; 2024 personal aircraft use incremental cost $255,452
- Financial planning counseling; security system monitoring; executive annual physical exam; company matches to 401(k) and deferred comp plans (e.g., $50,000 deferred plan match and $13,800 401k match in 2024)
- Pension participation frozen (Portable Plan): present value $169,496; credited service 6 years 2 months
Deferred compensation elections:
- 2024 executive deferrals (Brown): $5,184,203; company contribution $48,825; aggregate balance $13,331,627
Performance Compensation
Short-Term Incentive (STIP) structure and 2024 outcomes:
| Metric | Weight | Target | Actual | Payout Factor | Weighted Result |
|---|---|---|---|---|---|
| Non-GAAP Operating Earnings (in $MM) | 65% | 3,085 | 3,142 | 1.06 | 0.69 |
| Free Cash Flow (in $MM) | 35% | 1,975 | 2,134 | 1.14 | 0.40 |
| Company Performance Factor | — | — | — | 1.09 | 1.09 total |
| CEO Individual Performance Factor (IPF) | — | — | — | 1.40 | — |
| Resulting STIP Award (Brown) | — | — | — | — | $4,635,225 |
Long-Term Incentives (design and 2024 grants):
- LRIP PSUs (2024–2026): 22,240 target PSUs (max 250%); earns based on 3-year relative TSR vs S&P 500; settles on the 3rd anniversary (3/14/2027)
- Performance Options (POs): 53,859 target options; exercise price $342.69; vest on 3rd anniversary based on relative TSR percentile (max 250%); vest 3/14/2027
- Market Stock Units (MSUs): 19,202 target; earn 1% per 1% stock appreciation/depreciation with max 200% and threshold at -40%; one-third vests annually on 3/14/2025, 3/14/2026, 3/14/2027
Earned LTI examples:
- 2022–2024 LRIP PSUs/POs earned at 250% of target (MSI 3-year cumulative TSR 95.58%, 92nd percentile vs S&P 500)
- MSU tranches earned in 2024 from prior grants: 2021 grant 182% of target; 2022 grant 149%; 2023 grant 124% (based on specified beginning/ending stock prices)
Vesting mechanics and safeguards:
- Relative TSR measurement uses 3-month average prices at start/end to reduce point-in-time distortion
- Committee has discretion to reduce LRIP/PO payout if TSR is negative despite percentile
Equity Ownership & Alignment
| Measure | Detail |
|---|---|
| Total beneficial ownership | 1,881,029 shares; 1.12% of outstanding |
| Breakdown | Stock options 1,429,629; Stock units 37,950; Common stock 413,450 |
| MSUs scheduled within 60 days (target) | 6,401 |
| Ownership guidelines | CEO required to hold stock equal to 10x salary; NEO compliance confirmed |
| Pledging/Hedging | Insider Trading Policy prohibits pledging, short sales, hedging, margin accounts for directors/officers |
| Pledge status | Shares shown are "not subject to any pledge" in beneficial ownership disclosure |
Insider transactions and potential selling pressure indicators:
- 2024 exercises and vesting: Options exercised 199,123 shares (value realized $78,709,741); stock vested 90,634 shares (value realized $30,399,550)
Employment Terms
| Term | Key Provision |
|---|---|
| Agreement origin/amendments | Employment agreement dated Aug 27, 2008; amended Dec 15, 2008; May 28, 2010; Mar 10, 2014; initial 3-year term with automatic 1-year renewals |
| Minimum comp floors | Base salary ≥$1,200,000; annual bonus target ≥150% of base; long-range incentive target ≥250% of base; Committee cannot set lower than floors |
| Severance (pre-CIC) | 2x (base + target bonus), pro-rata bonus, 2 years medical; equity continues vesting for 2 years |
| Severance (CIC double trigger) | 3x (base + target bonus), pro-rata bonus, 3 years medical; accelerated vesting of all outstanding equity upon involuntary termination without cause or resignation for good reason within 24 months of CIC |
| Good Reason | Includes material pay/benefit reduction; title/authority diminution; failure to continue on Board; relocation >50 miles; successor failure to assume agreement; other material breach |
| Restrictive covenants | Perpetual confidentiality; 2-year employee/customer non-solicit and non-compete post-termination |
| Tax gross-ups | No excise tax gross-up; “best net” approach for CIC excise tax under plan terms |
| Aircraft use | Required to use company aircraft for business and personal travel per security policy |
Board Governance
- Dual role: Combined Chairman and CEO structure since 2011; Board affirms effectiveness but appoints a Lead Independent Director to mitigate dual-role concerns .
- Lead Independent Director: Kenneth D. Denman (since 2019); presides over executive sessions, advises agendas, leads CEO performance review and succession; continues if re-elected .
- Committees: Brown chairs the Executive Committee; all other standing committees (Audit, Compensation & Leadership, Governance & Nominating) are fully independent .
- Independence: Board determined in March 2025 that non-employee directors are independent; Brown is not independent due to his executive role .
- Executive sessions: Non-employee independent directors met in executive session five times in 2024 .
- Director compensation: Employee directors (including Brown) receive no additional director pay .
Director Compensation (for Brown as director)
- Brown, as an employee, received no additional compensation for board service in 2024 .
Compensation Peer Group (used for benchmarking)
- 2024 peer group: Adobe, Agilent, Autodesk, Dover, Fortive, Illinois Tool Works, Intuit, L3Harris, Parker-Hannifin, Rockwell Automation, Roper Technologies, ServiceNow, Trimble .
Say‑on‑Pay & Shareholder Feedback
- 2024 Say-on-Pay approval: approximately 93% support; committee considered feedback and maintains pay-for-performance design .
- 2024 engagement: MSI contacted top 25 holders in spring (~50% ownership) and fall/winter (~53% ownership) for ESG/compensation/governance discussions; updated director skills matrix and director commitment policy based on feedback .
Equity Plan, Clawbacks, and Risk Controls
- Clawback policy: Amended and restated in Nov 2023 to comply with SEC/NYSE rules; requires recovery of erroneously awarded incentive-based compensation for 3 years preceding an accounting restatement; equity agreements include forfeiture on covenant violations (confidentiality, non-compete, non-solicit) .
- Insider trading prohibitions: Hedge, short, pledge, margin prohibitions for directors/officers; structured grant timing to avoid closed/filing windows; no repricing of options without shareholder approval .
- CIC treatment: Double-trigger acceleration; performance equity deemed achieved at target if awards not assumed; annual STI paid at target on CIC double trigger .
Performance & Track Record
- 2024 highlights: Grew sales 8% to $10.8B; record operating earnings and backlog; generated $2.4B operating cash flow; increased dividend 11% .
- TSR metrics: One‑year relative TSR in 2024 at 89.6th percentile; three‑year cumulative TSR 95.58% (92nd percentile) driving 250% LRIP/PO payouts .
- Achievements cited for Brown’s IPF 1.4: segment revenue records across LMR, Video, Command Center; R&D expansion; AI initiatives; capital structure actions (settled Silver Lake convertible, debt issuance); international IR coverage expansion .
Related Party Transactions & Governance Red Flags
- Related person transactions: No RPTs requiring approval/ratification since Jan 1, 2024, except cash settlement of Silver Lake senior convertible notes ($1.59B including conversion premium) .
- Governance safeguards: Lead Independent Director; robust independence standards; clawbacks; no excise gross‑ups; anti‑pledging/hedging; majority voting; proxy access; shareholder rights to act by written consent .
Equity Ownership & Company Financial Performance Reference
Recent fiscal-year financial performance:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $9,112,000,000* | $9,978,000,000* | $10,817,000,000* |
| EBITDA ($USD) | $2,474,000,000* | $2,822,000,000* | $3,168,000,000* |
| Operating Income ($USD) | $2,034,000,000* | $2,466,000,000* | $2,832,000,000* |
| Net Income ($USD) | $1,363,000,000* | $1,709,000,000* | $1,577,000,000* |
| Values retrieved from S&P Global.* |
Compensation Structure Analysis (signals)
- At‑risk pay: 2024 CEO targeted compensation ~95% performance‑based; long‑term equity ~84% of total targeted annual compensation, aligning incentives with TSR and profitability/cash flow outcomes .
- Shift to performance equity: LRIP denominated 100% in PSUs, continued emphasis on POs/MSUs; payout requires above-median TSR for target; MSUs directly tie to stock price appreciation, reinforcing alignment .
- No time-based vesting in annual LTI; clawback and anti‑hedging/pledging policies mitigate misalignment risks .
Equity Ownership & Alignment (in-depth)
| Item | Detail |
|---|---|
| Ownership guideline compliance | All NEOs met requirements; CEO guideline 10x salary |
| Exercises/vesting (liquidity events) | 2024 exercises/vesting values realized indicate substantial equity monetization, potentially a near-term supply consideration; Option exercises value $78.7M; Stock vested value $30.4M |
| Pledging risk | Prohibited; beneficial ownership disclosure indicates no pledges |
Investment Implications
- Strong pay-for-performance alignment: Heavy weighting to relative TSR and FCF/operating earnings suggests compensation will scale with shareholder returns and cash generation; recent LRIP/PO outcomes at 250% reinforce this linkage .
- Retention/continuity: Employment terms and CIC “double trigger” economics are generous, supporting retention; restrictive covenants (2-year non-compete/non-solicit) reduce transition/knowledge-leak risk .
- Trading signals: 2024 option exercises and MSU/PSU vesting resulted in large realized values; monitor Form 4 filings for follow-on sales to assess insider selling pressure trajectory .
- Governance mitigants to dual-role risk: Lead Independent Director, independent committees, robust shareholder rights and clawbacks mitigate CEO+Chairman concentration concerns .
- Say‑on‑pay support: 93% approval indicates broad shareholder acceptance of compensation design despite high equity payouts; continued engagement with top holders supports stability .
Notes: This analysis is based on MSI’s 2025 DEF 14A. All executive and governance data and statements cite specific pages/chunks of the proxy. Financial performance table values marked with an asterisk were retrieved from S&P Global. Citations: