Joseph M. Tucci
About Joseph M. Tucci
Joseph M. Tucci, age 77, has served as an independent director of Motorola Solutions since 2017 and is Chairman of Bridge Growth Partners. He previously served as Chairman (since January 2006) and CEO (January 2001–September 2016) of EMC Corporation until its acquisition by Dell Technologies in September 2016. The Board granted Mr. Tucci a further one-year waiver of its age 75 retirement policy based on his industry expertise and continued contributions, including his role as Chair of the Compensation and Leadership Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EMC Corporation | Chairman and CEO | Chairman: Jan 2006–Sep 2016; CEO: Jan 2001–Sep 2016 | Led a leading enterprise storage and software company; tenure concluded upon acquisition by Dell Technologies . |
| GTY Technology Holdings Inc. | Co-Chairman & Co-CEO; Director; Founder | Co-CEO/Co-Chairman: Sep 2016–Feb 2019; Director: Sep 2016–Jul 2022 | SaaS solutions for public sector; founder with private equity and governance experience . |
| Business Roundtable | Member; Chair of Task Force on Education and the Workforce | Not specified | Policy and workforce-focused leadership among large company CEOs . |
| Technology CEO Council | Member | Not specified | Public policy and technology advocacy experience . |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Bridge Growth Partners | Chairman | Current | Private equity; relevant industry and capital allocation experience . |
| Paychex, Inc. | Director | Current | Current public company directorship (other public boards) . |
| GTY Technology Holdings Inc. | Director | Sep 2016–Jul 2022 | Prior public company board service . |
Board Governance
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Committees and roles:
- Compensation and Leadership Committee: Chair; 6 meetings in 2024; supported by independent consultant Compensation Advisory Partners (CAP). All members, including Mr. Tucci, determined independent under NYSE and board guidelines; no compensation committee interlocks in 2024 .
- Governance and Nominating Committee: Member; 5 meetings in 2024; oversees director independence, related-party reviews, and non-employee director compensation; all members independent .
- Executive Committee: Member; 0 meetings in 2024 .
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Independence and attendance:
- Board held seven meetings in 2024; independent directors met in executive session five times .
- On March 13, 2025, the Board confirmed that Mr. Tucci and all current non-employee directors were independent during the relevant periods in 2024–2025 .
- Attendance detail by director is not disclosed; the proxy states all but two incumbent directors had 100% combined Board/committee attendance, with the remaining two at 75% and 79% .
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Leadership structure: Combined Chair/CEO with a Lead Independent Director (Kenneth Denman) providing independent leadership, agenda input, and executive session oversight .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 126,667 | Reflects annual retainer and chair/member fees elected in cash; increases effective May 2024 prorated . |
| All Other Compensation | 157 | Accidental death and dismemberment insurance premiums (company-paid) . |
Director cash pay structure (effective May 2024):
- Annual cash retainer: $110,000; Compensation & Leadership Committee Chair fee: $20,000; Audit Committee Chair fee: $25,000; Governance & Nominating Committee Chair fee: $15,000; Audit Committee member fee: $10,000; Lead Independent Director fee: $55,000 .
Performance Compensation
| Grant Date | Instrument | Shares/Units | Grant-Date Fair Value ($) | Settlement Terms | Vesting |
|---|---|---|---|---|---|
| May 14, 2024 | Deferred Stock Units (DSUs) | 679 | 245,153 | Mr. Tucci elected DSUs that settle at termination of service | Time-based; no performance metrics . |
- Non-employee directors can elect to receive cash fees as DSUs or shares; annual equity grant was DSUs determined by $245,000 divided by grant-date closing price (rounded up) .
- No non-equity incentive plans, options, or pension plans for non-employee directors; no meeting fees .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| Paychex, Inc. | Director | No MSI compensation committee interlocks in 2024; Board reviews relationships for independence; none flagged for Mr. Tucci in independence review disclosures . |
| GTY Technology Holdings Inc. | Co-Chairman & Co-CEO; Director | Prior role; not an interlock with MSI . |
Expertise & Qualifications
- Public company CEO; technology, global business, software and services, and human capital management; financial/accounting expertise from EMC leadership .
- Private equity and capital allocation experience (Bridge Growth Partners; GTY) .
- Government/public policy/regulatory exposure (Business Roundtable; Technology CEO Council) .
- Skills matrix indicates broad technology, finance, and public company board experience .
Equity Ownership
| As of Date | DSUs | Shares Beneficially Owned | Total Units/Shares | % of Outstanding |
|---|---|---|---|---|
| Mar 11, 2025 | 10,993 | 1,440 | 12,433 | <1% . |
- Director stock ownership guidelines: at least 5× annual cash retainer within five years; as of Dec 31, 2024, all non-employee directors met their guideline or are within the five-year period .
- Beneficial ownership definitions per SEC rules; shares generally not subject to pledge unless noted (no pledges indicated for Mr. Tucci) .
Governance Assessment
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Strengths
- Independent director with deep technology/operator background; chairs the Compensation and Leadership Committee with support from independent consultant CAP; no compensation committee interlocks .
- Equity alignment via DSUs elected to settle at termination; complies with stringent 5× retainer ownership guideline framework; low risk of short-termism from DSU structure .
- Board reaffirmed independence in March 2025; Executive sessions held five times in 2024 under the Lead Independent Director, evidencing robust independent oversight .
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Watch items
- Retirement age waiver: Board granted Mr. Tucci a one-year waiver of its age 75 retirement policy, indicating reliance on his expertise but modestly diluting formal refreshment discipline .
- Attendance transparency: Company disclosed aggregate attendance (two directors below 100% combined attendance) but did not attribute rates to individual directors; unable to confirm Mr. Tucci’s specific attendance rate .
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RED FLAGS
None disclosed regarding related-party transactions, compensation committee interlocks, hedging/pledging, tax gross-ups, option repricing, or say-on-pay concerns in the cited materials .