John P. Molloy
Motorola SolutionsAbout John P. Molloy
John “Jack” P. Molloy is Executive Vice President and Chief Operating Officer of Motorola Solutions, leading worldwide sales and services and product development for land mobile radio; he joined the company in 1994 and is 53 years old, with a bachelor’s in marketing (Northern Illinois University) and an MBA (Loyola University) . Company performance under the NEO team in 2024 included 8% revenue growth to a record $10.8B, record $2.4B operating cash flow, and record backlog of $14.7B, with TSR outperforming the S&P 500 in 2024 (49% vs. 25%) and over three years (76% vs. 29%) . Molloy’s individual performance factor (IPF) was 1.4, reflecting record revenue across LMR, Video, and Command Center, major product launches, and leadership development and succession execution .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Motorola Solutions | EVP, Products & Sales | Not disclosed | Oversaw worldwide sales and product development for land mobile radio and video security/access control, supporting record segment revenues . |
| Motorola Solutions | EVP, Worldwide Sales & Services | Not disclosed | Led global sales, systems integration, and managed/support services, contributing to record backlog and customer execution . |
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary ($) | $915,000 | $965,000 | 5.5% YoY increase; 2024 actual salary earned $953,846 . |
| Target STIP (%) | 125% | 125% | No change YoY; STIP payout formula uses Company factor and IPF . |
| Actual STIP Paid ($) | $1,733,697 | $1,819,461 | 2024 award equals eligible earnings×125%×1.09×1.4 = 153% of target . |
| Perquisites & Company Contributions ($) | $43,373 | Financial planning, guest attendance, annual physical; DCP match $50,000 and 401(k) match $12,883 (total “All Other Compensation” $88,363) . | |
| Pension/SERP | Present value $246,689; credited service 14y 8m | $10,330 change in pension value in 2024 | Plan frozen; no new accruals after 2009 . |
| Deferred Compensation | Executive contributions $97,556; Registrant match $48,825; Aggregate balance $2,016,518 in 2024 | — | Company matches up to $50,000; no above-market earnings . |
Performance Compensation
Short-Term Incentive Plan (STIP) – Company Metrics (2024)
| Metric | Weight | Minimum | Target | Maximum | 2024 Actual | Factor | Weighted Result |
|---|---|---|---|---|---|---|---|
| Non-GAAP Operating Earnings ($mm) | 65% | $2,777 | $3,085 | $3,394 | $3,142 | 1.06 | 0.69 |
| Free Cash Flow ($mm) | 35% | $1,778 | $1,975 | $2,271 | $2,134 | 1.14 | 0.40 |
| Total Company Performance Factor | — | — | — | — | — | — | 1.09 |
Molloy’s IPF was 1.4 based on record revenue across segments/technologies, 112 LMR launches, 33 service offerings, R&D expansion (Cork), partner forum initiatives, and leadership development .
Long-Term Incentives (Structure and 2024 Grants)
| Instrument | Performance Metric | Grant Date | Target Units | Terms | Vesting / Payout Caps |
|---|---|---|---|---|---|
| LRIP PSUs (2024–2026) | 3-year relative TSR vs S&P 500 | 3/14/2024 | 4,766 | Equity-settled; settle at 3rd anniversary; above-median required for target payout . | 30–250% of target depending on percentile . |
| Performance Options (POs) | 3-year relative TSR vs S&P 500 | 3/14/2024 | 11,542 | Exercise price $342.69; vest at year 3 based on TSR percentile . | 30–250% of target . |
| Market Stock Units (MSUs) | 1/3 tranches; absolute stock price change | 3/14/2024 | 4,115 | Each 1% price change adjusts earned units by 1%; vesting on 1st/2nd/3rd anniversaries . | 0% below -40%; 60–200% range . |
| Special Retention PSUs | 3-year relative TSR vs S&P 500 | 11/11/2024 (approved 10/8/2024) | 24,146 | $12M target value; three-year performance period beginning 11/11/2024; settle post 11/11/2027 . | Max 200% of target . |
Historical LTI performance: 2022–2024 LRIP/POs earned at 250% based on 92nd percentile 3-year TSR (95.58% cumulative) . MSUs earned in 2024 at 182% (2021 grant), 149% (2022 grant), 124% (2023 grant) on applicable tranches .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 136,480 shares; less than 1% of outstanding . |
| Ownership Breakdown (as of Mar 11, 2025) | Stock options exercisable within 60 days: 78,496; RSUs vesting within 60 days: 0; Stock units: 0; Common stock: 57,984; Total: 136,480 . |
| MSUs at Target (not counted in beneficial) | 1,372 . |
| Unearned Equity Outstanding (12/31/2024) | MSUs: 8,230; PSUs (2024–2026 LRIP): 11,915; Special Retention PSUs: 48,292; Total unearned shares: 105,566; market/payout values shown in proxy . |
| Option Overhang & Strikes | Unexercised POs: 28,855 (3/14/2024, $342.69, exp. 3/14/2034); 29,577 (3/9/2023, $265.18, exp. 3/9/2033); 35,897 (3/10/2022, $222.30, exp. 3/10/2032); 37,514 (3/8/2021, $179.21, exp. 3/8/2031) . |
| Insider Selling/Vesting Activity (2024) | Options exercised: 55,584 shares; value realized $13,105,220. Stock vested: 21,169 shares; value realized $7,109,852 . |
| Stock Ownership Guidelines | EVPs required to hold stock equal to 3x base salary; all NEOs met requirement in latest review . |
| Pledging/Hedging/Margin | Prohibited for directors/officers under Insider Trading Prohibitions Policy . |
Upcoming vesting/settlement calendar (selling pressure watch):
- 2022 MSUs final tranche vested 3/10/2025 (second tranche earned at 149%; third tranche payout dependent on price) .
- 2023 MSUs tranches vest on 3/9/2025 and 3/9/2026; 2023 LRIP PSUs settle 3/9/2026 .
- 2024 MSUs tranches vest 3/14/2025, 3/14/2026, 3/14/2027; 2024 LRIP PSUs and POs settle 3/14/2027 .
- Retention PSUs settle post 11/11/2027 (three-year performance from 11/11/2024) .
Employment Terms
| Provision | Detail |
|---|---|
| Executive Severance Plan (U.S.) | Involuntary Not-for-Cause: 12 months base salary; pro rata bonus based on actual business results; 12 months medical coverage; up to 12 months outplacement; at least 12 months financial planning; offsets apply with CIC plan . |
| Change-in-Control (CIC) Severance Plan | Eligibility: EVPs/SVPs; double-trigger required (CIC plus qualifying termination within 24 months) . Cash severance: 2× base salary + 2× target bonus; medical continuation: 2 years; “best-net” approach—no excise tax gross-up . Equity treatment: if assumed/replaced—double-trigger accelerates and performance deemed at target; if not assumed—immediate vesting . |
| Potential Payments (Illustrative, as of 12/31/2024) | Involuntary Not-for-Cause total: $8,424,381; CIC total: $32,825,203 (includes accelerated equity values and severance components) . |
| Clawback Policy | Amended and restated policy adopted Nov 2023 per SEC/NYSE rules; recovery of erroneously awarded incentive compensation over prior 3 fiscal years upon restatement; equity agreements include forfeiture for covenant violations (confidentiality, non-solicit, non-compete) . |
| Trading Policy | Prohibits pledging, short sales, hedging, margin accounts and other derivatives; grant timing avoids closed/filing windows; no option repricing without shareholder approval . |
Performance Compensation (Detailed Mechanics)
| Element | Metric | Weighting/Structure | Target/Payout Calibration | Vesting |
|---|---|---|---|---|
| STIP | Non-GAAP OE; Free Cash Flow | 65% OE; 35% FCF; multiplied by individual IPF | 2024 Company factor 1.09; Molloy IPF 1.4 → 153% of target . Targets set above prior-year actuals (+11% OE, +10% FCF) . | Annual cash, paid post-year end . |
| LRIP PSUs | 3-year relative TSR vs S&P 500 | One-third of LTI mix | 30–250% payout scale; target only if TSR exceeds median; 2022–2024 cycle paid at 250% . | Settle at 3rd anniversary of grant . |
| Performance Options | 3-year relative TSR vs S&P 500 | One-third of LTI mix | Earned options 30–250% of target based on percentile rank; exercise price set at grant ($342.69 for 2024) . | Vest at year 3 based on TSR percentile . |
| MSUs | Absolute stock price change | One-third of LTI mix; three concurrent 1-year measurement periods | 60–200% payout range at -40% to +100% price change; linear 1% unit change per 1% price move . | 1/3 vests at each of 1st, 2nd, 3rd anniversaries . |
| Special Retention PSUs (2024) | 3-year relative TSR vs S&P 500 | $12M target grant to each of Winkler, Molloy, Saptharishi | Maximum payout set at 200% of target; same TSR framework as LRIP . | Three-year performance from 11/11/2024; settle post 11/11/2027 . |
Compensation Structure Analysis
- Equity-heavy, at-risk pay: Molloy’s 2024 target total compensation $7.071M with ~$4.9M LTI (split LRIP/PO/MSU), emphasizing multi-year performance over cash; YoY target compensation up 10.3% aligning with growth ambitions .
- Shift to PSUs/POs/MSUs: Regular LTI is 100% performance-based equity; LRIP denominated entirely in PSUs; options retained as performance options rather than time-based grants .
- Retention: 2024 special $12M PSU grant strengthens senior operating leadership retention with lower 200% cap to balance risk; three-year horizon reduces near-term departure risk .
- Governance safeguards: No excise tax gross-ups; strict anti-pledging/hedging; clawback per SEC/NYSE rules; double-trigger CIC terms .
Equity Ownership & Alignment (Extended)
| Topic | Detail |
|---|---|
| Stock Ownership Guideline Compliance | EVPs must maintain 3× salary; all NEOs in compliance at last review . |
| Beneficial Ownership Context | Molloy’s <1% direct ownership aligns incentives but does not create control risk; options/MSUs provide leveraged exposure to TSR . |
| Pledging/Hedging Risk | None permitted, reducing alignment red flags . |
Employment Contracts and Covenants
- Non-compete/non-solicit: Enforced via equity agreement restrictive covenants; violations trigger forfeiture/recovery of proceeds .
- Severance mechanics: Executive Severance and CIC plans specify multiples and benefit continuation; equity acceleration at target under CIC double-trigger or immediate vesting if awards not assumed .
Performance & Track Record
- Company execution: Record revenue across segments/technologies under Molloy’s operating remit; product and services launches (LMR radios/stations, service offerings) and partner ecosystem development .
- TSR and financial momentum: Company TSR 49% in 2024 and 76% over three years; revenue $10.8B, OCF $2.4B, backlog $14.7B, supporting pay-for-performance alignment .
Risk Indicators & Red Flags
- Tax gross-ups: None; “best-net” method under CIC .
- Hedging/pledging: Prohibited for officers; reduces misalignment risk .
- Option repricing: Not permitted without shareholder approval .
- Clawback: Implemented per SEC/NYSE; enforcement mechanism in place (no specific enforcement cases disclosed) .
- Say-on-pay support: 93% approval in 2024 indicates strong shareholder endorsement of pay design .
Compensation Peer Group (Benchmarking Context)
- 2024 peer group includes Adobe, Agilent, Autodesk, Dover, Fortive, Illinois Tool Works, Intuit, L3Harris, Parker-Hannifin, Rockwell Automation, Roper, ServiceNow, Trimble; median used as initial guideline with potential for above-median targets for sustained strong performance/scope .
Say-on-Pay & Shareholder Feedback
- SOP support ~93% in 2024; board engaged top holders in spring/fall 2024, updating director skills matrix and commitment policy based on feedback .
Investment Implications
- Alignment and upside: Heavy TSR-linked equity (PSUs/POs/MSUs) drives strong alignment; historical outperformance (250% payouts) signals management confidence, though future results must sustain above-median TSR to avoid payout compression .
- Retention risk mitigated: $12M retention PSUs (3-year, max 200%) for key operators (including Molloy) reduce near-term attrition risk; double-trigger CIC further discourages opportunistic exits .
- Insider supply signals: 2024 exercises/vests (>$20M value realized) and the 2025–2027 vesting calendar (MSUs annual, LRIP/POs in 2027, retention PSUs in late 2027) could create periodic selling pressure; monitor blackout windows and Form 4 activity around March/November anniversaries .
- Governance quality: No pledging/hedging, robust clawback, no option repricing, and high SOP support indicate low governance risk; CIC economics sizable but appropriately double-trigger and without tax gross-ups .