Jason J. Winkler
Motorola SolutionsAbout Jason J. Winkler
Executive Vice President and Chief Financial Officer of Motorola Solutions. Responsible for financial strategy and leads all finance functions, as well as supply chain and information technology; also serves as President of the Motorola Solutions Foundation. Education: BBA, Valparaiso University; MBA, University of Chicago Booth School of Business. Joined Motorola Solutions in 2001; age 51. Company performance during his current tenure as CFO includes 2024 sales growth of 8% to $10.8B, record operating cash flow of $2.4B, and ending backlog of $14.7B; TSR outperformed the S&P 500 in 2024 (49% vs. 25%) and over three years (76% vs. 29%). Winkler’s 2024 individual performance factors highlight debt refinancing, balance sheet optimization, record cash flow, inventory reduction, and investor engagement.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Motorola Solutions | Executive Vice President & CFO | — | Leads finance, supply chain and IT; President of Motorola Solutions Foundation. |
| Motorola Solutions | Senior Vice President, Finance | — | Finance leadership including investor relations, global channel management, M&A and product operations. |
| Motorola Solutions | Corporate Vice President, Finance, Global Sales & Services | — | Finance leadership supporting global sales and services. |
| Motorola Solutions | Vice President & Director, North America | — | Regional finance/product operations support. |
External Roles
No external public company directorships or outside roles disclosed for Mr. Winkler in the 2025 proxy.
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (Actual Earned) | $726,346 | $806,846 | $849,961 |
| STIP Target % (of base) | — | — | 125% |
| STIP (Actual Paid) | $1,586,347 | $1,539,059 | $1,621,301 |
Notes:
- 2024 base salary set at $860,000 (earned $849,961); 2023→2024 increase +5.5%.
- Other cash elements: Company provided deferred compensation plan match ($50,000) and 401(k) match ($13,800) in 2024.
Performance Compensation
2024 STIP structure and payout (CFO)
| Component | Weight | Target | Result | Company Factor | IPF | Payout as % of Target |
|---|---|---|---|---|---|---|
| Non-GAAP Operating Earnings | 65% | $3,085M | $3,142M | 1.06 | ||
| Free Cash Flow | 35% | $1,975M | $2,134M | 1.14 | ||
| Company Performance Factor | — | — | — | 1.09 | — | — |
| Individual Performance Factor (IPF) – Winkler | — | — | — | — | 1.4 | — |
| Total STIP Payout (Winkler) | — | — | — | — | — | 153% (Award $1,621,301) |
- 2024 achievements tied to payout include record operating cash flow, debt refinancing, inventory reduction, and international IR expansion.
2024 LTI program design (all NEOs)
- 100% performance-based annual LTI: PSUs (relative TSR via LRIP), Performance Options (relative TSR), and MSUs (absolute stock price). Target payouts require at least median relative TSR performance; clawback policy applies.
2024 LTI grants (CFO)
| Grant Date | Instrument | Target (#) | Max (#) | Strike | Performance Metric | Performance Period/Notes |
|---|---|---|---|---|---|---|
| 3/14/2024 | MSUs | 3,779 | 7,558 | — | Absolute stock price; 3 tranches over 3 years (program-wide design) | |
| 3/14/2024 | Performance Options | 10,599 | 26,497 | $342.69 | Relative TSR vs S&P 500 | 10-year option; vest based on multi-year TSR |
| 3/14/2024 | PSUs (LRIP) | 4,377 | 10,942 | — | Relative TSR vs S&P 500 | 3-year LRIP cycle |
| 11/11/2024 | PSUs (Retention Award) | 24,146 | 48,292 (200% cap) | — | Relative TSR; 3-year | Special retention PSU grant (target value $12M) to CFO; 3-year performance from grant; max 200%. |
Additional context:
- Company’s 2022–2024 LRIP and 2022 POs paid at 250% of target (92nd percentile TSR; 95.58% cumulative TSR).
Equity Ownership & Alignment
Beneficial ownership (as of March 11, 2025)
| Holder | Beneficial Shares | % Outstanding | Breakdown (60-day): Options | RSUs | Stock Units | Common Stock |
|---|---|---|---|---|---|---|
| Jason J. Winkler | 108,234 | <1% | 81,517 | 0 | 0 | 26,717 |
- MSUs not counted in beneficial ownership within 60 days: 1,260 target units for Winkler (informational).
- Company policy prohibits pledging, hedging, short sales or other derivative transactions by officers; proxy states shares listed are not subject to any pledge.
- Executive stock ownership guidelines require 3x salary for NEOs (10x for CEO).
Outstanding equity awards (as of December 31, 2024)
| Category | Quantity | Notes |
|---|---|---|
| Options exercisable (vested) | 47,587 | 2020–2021 options (strikes $135.97–$179.21; expiring 2030–2031). |
| Performance Options (unvested; EIP options) | 87,624 | 2022–2024 POs (strikes $222.30, $265.18, $342.69; expiring 2032–2034). |
| Unearned PSUs/MSUs (target counts aggregated) | 101,372 | Aggregate “market or payout value” $46,857,179 at 12/31/24 price assumption. |
- Policy and governance alignment: robust clawback policy (amended 2023), anti-pledging/hedging, 100% performance-based annual LTI design.
Option detail (illustrative series)
| Grant | Count | Exercise Price | Expiration |
|---|---|---|---|
| 3/10/2022 POs | 33,930 | $222.30 | 3/10/2032 |
| 3/9/2023 POs | 27,197 | $265.18 | 3/9/2033 |
| 3/14/2024 POs | 26,497 | $342.69 | 3/14/2034 |
Employment Terms
Severance and Change-in-Control (CIC) economics
- Executive Severance Plan (non-CIC): typical severance equals 12 months of base salary (CFO: $860,000 shown in table) plus certain benefits; STIP pro-rata treatment; outplacement up to $18,000.
- CIC Severance Plan (double-trigger): 2x base salary + 2x target bonus; two years of medical benefit continuation; pro-rata bonus for year of termination; “best net” Section 280G cutback; equity and LRIP subject to double-trigger unless awards not assumed by acquirer (then accelerate at target).
- No excise tax gross-ups; clawback policy in place.
Potential payments to CFO (as of 12/31/2024 assumptions)
| Component | Involuntary (Not for Cause) | Involuntary (Change in Control) |
|---|---|---|
| Cash Severance | $860,000 | $3,870,000 |
| Accrued/Unused Vacation | $0 | $24,808 |
| STIP | $1,158,072 | $1,062,452 |
| Accelerated Stock Options (Unvested) | $3,256,330 | $6,667,041 |
| Accelerated PSUs/MSUs | $2,465,535 | $19,353,108 |
| Benefits/Perqs (incl. outplacement if applicable) | $32,000 (financial planning + outplacement) | $14,000 (financial planning) |
| Total | $7,771,937 | $30,991,409 |
Notes:
- All CIC benefits are double-trigger; definitions of “Change in Control” and “Involuntary Termination for Change in Control” summarized in proxy.
- STIP target % unchanged in 2024; NEO ownership guideline at 3x salary supports alignment.
Perquisites and benefits (2024)
| Perquisite/Benefit | CFO |
|---|---|
| Financial Planning | Provided |
| Guest Attendance at Company Events | Provided |
| Executive Annual Physical | Provided |
| Company Deferred Compensation Plan Match | $50,000 |
| 401(k) Match | $13,800 |
Performance & Track Record
- Company 2024 highlights: 8% sales growth to $10.8B, record operating cash flow $2.4B, record backlog $14.7B.
- TSR: 2024 49% vs S&P 500 25%; 3-year 76% vs 29%.
- CFO 2024 execution highlights (IPF 1.4): refinanced balance sheet with $1.3B long-term debt issuance; settled Silver Lake convertible for $1.59B; reduced inventory to $766M; improved inventory turnover; enhanced disclosure controls; led $24M Command Center subscription offer; expanded IR engagement (international active ownership rose to 41% from 34%); Institutional Investor rankings (#2 CFO, #3 IR) within IT Hardware & Electronics.
Compensation Structure Analysis
- Mix and leverage: For 2024, Winkler’s target total compensation $6.435M with heavy equity weighting ($4.5M LTI split evenly across PSUs/POs/MSUs), reinforcing long-term alignment; 2024 special retention PSUs (target $12M) further increase performance-based equity exposure over the 3-year horizon.
- STIP metrics tied to profitability and cash generation (non-GAAP Operating Earnings 65%, Free Cash Flow 35%); 2024 company factor 1.09 and IPF 1.4 yielded a 153% payout.
- Governance and risk controls: double-trigger CIC; no option repricing; robust clawback; anti-hedging/anti-pledging; say-on-pay approval ~93% in 2024.
Equity Ownership & Alignment
- Beneficial ownership 108,234 shares (<1%); no pledging; strong ownership guidelines (3x salary for NEOs).
- Significant unearned performance equity (101,372 units at 12/31/24) and unvested POs (87,624) create multi-year retention hooks and performance-contingent exposure.
Employment Terms
- Covered by Executive Severance Plan and CIC Severance Plan (double-trigger; 2x base + 2x target bonus; two years benefits; cutback to avoid 280G excise tax if optimal).
- STIP and equity treated pro-rata or accelerated per plan terms; no excise tax gross-ups.
Investment Implications
- Alignment: High proportion of performance-based equity (regular LTI + sizable 2024 retention PSUs) links CFO pay to TSR and share price appreciation; anti-pledging/hedging reduces misalignment risks.
- Retention/overhang: The $12M target retention PSUs (max 200%) and unvested POs/MSUs introduce multi-year vesting overhang but support leadership continuity through 2027, mitigating retention risk for a CFO central to cash generation and capital structure execution.
- Downside protection: Double-trigger CIC with no gross-ups and “best net” cutback protect shareholders from excessive parachutes while preserving management focus during potential strategic events.
- Execution signals: 2024 results (cash flow, backlog) and CFO-specific achievements (refinancing, inventory normalization, investor engagement) support pay-for-performance credibility; say-on-pay support (~93%) indicates shareholder acceptance of the program.