James A. Niewiara
Motorola SolutionsAbout James A. Niewiara
Senior Vice President and General Counsel at Motorola Solutions, Inc. (MSI), James A. Niewiara leads the company’s legal, ethics and compliance functions; he joined MSI in 2008 and was appointed to the management Executive Committee on February 1, 2023 . He earned a bachelor’s in political science and economics from the University of Illinois at Urbana‑Champaign and a J.D. from Harvard Law School; his age was disclosed as 56 in the 2025 proxy . As context for incentive alignment, MSI’s 2022–2024 three‑year TSR was 95.58% (92nd percentile vs. S&P 500), earning LRIP PSUs and performance options at 250% of target; 2024 “most important” performance measures used to link pay and performance were Relative TSR Percentile Rank, Stock Price, and Non‑GAAP Operating Earnings, while 2024 net income was $1,557 million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Motorola Solutions | Senior Vice President, General Counsel | Feb 1, 2023 – present | Leads legal, ethics & compliance; elevated to Executive Committee to support governance and strategic execution . |
| Motorola Solutions | Senior Vice President, Commercial Law, Litigation, Antitrust & Intellectual Property | 2008 – Feb 1, 2023 | Oversaw commercial legal teams, litigation and IP; multiple law leadership roles since joining MSI in 2008 . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Chicago law practice (unspecified) | Commercial litigator | 15 years prior to MSI | Deep litigation expertise in commercial disputes; foundation for leading complex legal matters at MSI . |
Performance Compensation
| Incentive Type | Metric | Weighting/Mechanics | Target/Scale | Actual/Payout Example | Vesting |
|---|---|---|---|---|---|
| LRIP PSUs (annual program) | Relative TSR vs. S&P 500 | Company LRIP is 100% performance‑based equity; LRIP and POs require performance above S&P 500 median for target payout . | Payout scale 0–250% based on percentile rank (≥90th=250%, ≥50th=90%, <30th=0%) . | 2022–2024 LRIP earned at 250% of target at 92nd percentile TSR (95.58%) . | Single tranche settlement on 3rd anniversary of grant; PSUs convert 1:1 to shares if earned . |
| Performance Options (POs) | Relative TSR vs. S&P 500 | Options earned based on relative TSR percentile rank; exercise price = closing price at grant . | Payout scale 30–250% at vest based on percentile rank . | March 8, 2024 vest for 2021 grant occurred at 200% of target . | Single vest on 3rd anniversary of grant date . |
| Market Stock Units (MSUs) | Absolute stock price change | Earned proportionally to stock price appreciation/depreciation; each 1% price change = 1% payout change; max 200%, zero if price down ≥40% . | Threshold at –40% price change; max at +100% price change . | 2024: MSUs from 2021/2022/2023 grants earned at 182%, 149% and 124% of target for respective tranches . | Vest and earn in three equal annual tranches on 1st, 2nd, 3rd anniversaries . |
Note: MSI discloses detailed incentive metrics and payouts for Named Executive Officers (NEOs); James A. Niewiara is disclosed as an executive officer but not as an NEO in 2024/2025 proxy materials, so his individual targets/amounts are not provided. Program mechanics above reflect MSI’s executive LTI design .
Equity Ownership & Alignment
| Policy/Guideline | Details |
|---|---|
| Stock ownership guidelines | Multiples of base salary: CEO 10x; Executive Vice Presidents and Executive Committee Members 3x; Senior Vice Presidents 2x; Corporate Vice Presidents 1x. Compliance required within 5 years; if not met, executives must hold 100% of net shares from option exercises and RSU/MSU vesting until compliant; unvested RSUs and target MSUs count toward guidelines . |
| Anti‑hedging/anti‑pledging | Insider Trading Prohibitions Policy bars directors and officers from margin accounts, hedging, short sales, pledging or other derivatives on MSI securities . |
| Beneficial ownership reporting | MSI provides beneficial ownership tables for directors and NEOs; Niewiara is not listed among NEOs in 2025, so individual share counts are not disclosed there . |
Employment Terms
| Provision | Key Terms |
|---|---|
| Change‑in‑Control (CIC) Severance Plan | Double trigger required (CIC + qualifying termination within 24 months); eligibility includes Executive and Senior Vice Presidents; cash severance of 2x base salary + target bonus; medical benefits continuation for 2 years; equity/LRIP generally subject to double trigger (accelerated if awards not assumed/replaced by acquirer, with performance at target); no excise tax gross‑ups; “best net” approach applied . |
| Executive Severance Plan | MSI maintains a separate Executive Severance Plan (2011, amended 2014); details referenced in proxy but not itemized in the retrieved sections . |
| Clawback policy | Recoupment policy for incentive compensation; clawback reinforced within MSI’s executive compensation highlights . |
| Insider Trading Policy | Formal policy, updated in 2024; prohibits margin accounts, hedging, pledging, short sales for insiders; incorporated by reference in MSI’s 2024 Form 10‑K . |
| Executive Committee | Niewiara appointed to MSI’s management Executive Committee on Feb 1, 2023, enhancing his strategic role and governance influence . |
Performance & Track Record
- Governance and compliance leadership: MSI’s 2024 proxy highlights governance enhancements (anti‑corruption statement, sensitive technologies controls, AI policy framework) and enterprise information security initiatives; Board appointed Niewiara (SVP, GC) to the Executive Committee in Feb 2023, underscoring his role in governance .
- Pay‑for‑performance context: MSI’s incentive programs emphasize at‑risk pay; in 2024, long‑term equity comprised ~68% (other NEOs) and ~84% (CEO) of targeted annual compensation, with 100% performance‑based LTI since 2021, linking payouts tightly to TSR and stock price .
- Results linkage: 2022–2024 LRIP cycle paid at 250% of target on 92nd percentile TSR; MSUs earned in 2024 at 182%, 149%, and 124% across tranches, illustrating strong stock performance alignment over multi‑year periods .
Investment Implications
- Strong alignment, low hedging/pledging risk: Double‑trigger CIC, no excise gross‑ups, strict anti‑hedging/anti‑pledging, and stock ownership multiples (SVPs at 2x salary) support shareholder alignment and reduce leverage/derivative risk; however, individual ownership and pledge status for Niewiara are not disclosed in the NEO table .
- Retention and severance economics: As an SVP‑level executive, Niewiara is covered by CIC terms (2x salary+target bonus; 2‑year benefits; equity double‑trigger), which provide retention value but also create defined separation costs in a transaction scenario .
- Execution/governance impact: His elevation to the Executive Committee and leadership across legal/ethics/compliance coincides with MSI’s strengthened governance and security frameworks, a positive indicator for risk management as incentives are tied to TSR and stock price outcomes .
- Data gaps for trading signals: MSI’s proxies do not disclose Niewiara’s individual compensation and holdings as a non‑NEO; absent Form 4 analysis, we cannot assess his recent selling/buying pressure. Company policies nonetheless restrict hedging/pledging, which mitigates alignment red flags .