Kenneth D. Denman
Motorola SolutionsAbout Kenneth D. Denman
Kenneth D. Denman (age 66) is Lead Independent Director of Motorola Solutions, Inc. (MSI), serving on the Board since 2017 and as Lead Independent Director since 2019. He is Managing Director at Sway Ventures and a former multi-company CEO with deep technology, software/services, cybersecurity/privacy, and human capital management experience. MSI’s Board has determined Denman is independent under its Director Independence Guidelines and NYSE rules (determination as of March 13, 2025) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Emotient, Inc. | CEO & President | 2012–2016 | Led AI-driven emotion analytics; technology and privacy expertise |
| Openwave Systems Inc. | CEO | 2008–2011 | Public company CEO; global/software experience |
| iPass, Inc. | CEO & President; Director; Chairman | 2001–2008 (CEO/Pres/Dir); 2003–2008 (Chair) | Software/services leadership; global operations |
| MediaOne International | COO – Wireless | Not disclosed | Wireless/global experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Costco Wholesale Corporation | Director | Current | Public company board experience |
| LendingClub Corporation | Director | Jul 2017–Feb 2021 | Prior public board |
| VMware, Inc. | Director | Jan 2021–Nov 2023 | Prior public board |
| Seattle Children’s Hospital | Board of Trustees | Current | Non-profit governance |
| University of Washington Foundation | Board Chair | Current | Non-profit governance |
Board Governance
- Roles: Lead Independent Director; Chair, Governance & Nominating; Member, Compensation & Leadership; Member, Executive Committee .
- Lead Independent Director responsibilities: presides over executive sessions; agenda/materials oversight; liaison between independent directors and management; leads CEO succession process and confidential director peer review; available for shareholder consultation .
- Independence: Board determined Denman independent for 2024–2025 period (Mar 13, 2025) .
- Board and Committee Activity:
- Board met 7 times in 2024; independent directors held 5 executive sessions led by Denman .
- Committee meetings in 2024: Audit (9), Compensation & Leadership (6), Governance & Nominating (5), Executive (0) .
- Director commitment policy: LID limit ≤4 public boards (including MSI) and compliance affirmed for all nominees .
Fixed Compensation
| Component | Denman Structure (Effective May 2024) | 2024 Actual Cash/Stock | Notes |
|---|---|---|---|
| Annual Cash Retainer | $110,000 | $171,667 | 2024 cash reflects pro-ration of increased fees from May 2024 |
| Lead Independent Director Fee | $55,000 | Included above | Increased from $40,000 in Nov 2023 (effective May 2024) |
| Governance & Nominating Chair Fee | $15,000 | Included above | Chair fee structure |
| Annual Equity Grant (DSUs) | $245,000 | $245,153 | 679 DSUs granted on May 14, 2024; fair value per ASC 718 |
| All Other Compensation | – | $157 | Insurance premium share; AD&D program |
| Total | – | $416,977 | Sum of 2024 director compensation |
Additional details:
- Directors may elect cash fees in DSUs (settle at termination or after one year) or shares; equity grant in DSUs with similar settlement elections .
- No meeting fees; travel expenses reimbursed; no pension/non-equity incentive plans for directors .
Performance Compensation
Directors do not receive performance-based compensation (no director PSUs/POs or options), and DSUs are service-based.
| Metric | Target | Weight | Payout Basis |
|---|---|---|---|
| None disclosed for non-employee directors | N/A | N/A | N/A |
Other Directorships & Interlocks
- Current public board: Costco Wholesale Corporation .
- MSI Silver Lake relationship: MSI repurchased $1.0B of 1.75% senior convertible notes (Silver Lake) in Feb 2024; related person transaction noted and reviewed under RPT Policy. No related person transactions requiring approval or ratification since Jan 1, 2024 other than the Silver Lake Convertible Debt repurchase; Denman is not identified as a related party to this transaction .
- MSI board includes Gregory K. Mondre (Silver Lake Co-CEO/Managing Partner), separate from Denman’s affiliations .
Expertise & Qualifications
- Technology, software/services, cybersecurity/privacy, global business, financial/accounting expertise; public company CEO experience; private equity/capital allocation experience (via Sway Ventures) .
- Human capital management experience from multiple CEO roles .
- Education: Not disclosed in MSI proxy biography .
Equity Ownership
| Ownership Detail | Value |
|---|---|
| DSUs outstanding (12/31/2024) | 6,487 |
| DSUs + Shares Beneficially Owned (3/11/2025) | 6,502 DSUs; 434 shares; Total 6,936 |
| Beneficial Ownership % | Less than 1% of outstanding shares |
| Pledging/Hedging | Prohibited by MSI Insider Trading Policy; shares not subject to pledge unless noted (none for Denman) |
| Ownership Guidelines | 5x annual cash retainer within 5 years; all non-employee directors met or are within 5-year period |
Governance Assessment
- Board effectiveness: Denman’s combined roles as Lead Independent Director and Governance Chair enhance independent oversight (agenda control, executive sessions, peer reviews, succession), supporting risk oversight and ESG governance (Governance Committee monitors ESG policies) .
- Independence & conflicts: Independence affirmed; RPT oversight robust; no Denman-specific related party transactions disclosed; insider policy prohibits pledging/hedging, reducing alignment risk concerns .
- Director compensation alignment: Mix of fixed cash and DSUs with increased LID fee and equity grant to reflect responsibilities; no performance-linked director pay (reduces perverse incentives); strong stock ownership guidelines foster alignment .
- Attendance & engagement: Board held seven meetings; independent directors met five times in executive session led by Denman. Proxy does not attribute any low attendance to Denman; two directors below 100% attendance were not named, preventing adverse inference .
- Say-on-Pay signal: 93% approval in 2024 indicates broad investor support for MSI’s pay governance framework, indirectly supportive of overall Board oversight quality .
RED FLAGS
- None disclosed specific to Denman: no pledging/hedging, no related-party transactions, independence affirmed, director commitment policy compliance affirmed .
Potential monitoring points
- External board at Costco: not a competitor; no MSI-reported transactions with entities tied to Denman; continue monitoring for any future related-party interactions .