Mahesh Saptharishi
Motorola SolutionsAbout Mahesh Saptharishi
Executive Vice President and Chief Technology Officer (CTO) of Motorola Solutions (MSI), responsible for public safety software and video security & access control; leads the Chief Technology Office. He joined MSI in 2018 via Avigilon and previously founded VideoIQ (acquired by Avigilon) and Broad Reach Security (acquired by GE). He holds B.S., M.S., and Ph.D. degrees in Electrical & Computer Engineering and Artificial Intelligence from Carnegie Mellon University; age 47. Company performance under the current leadership framework delivered 2024 revenue growth of 8% to $10.8B, record operating cash flow of $2.4B, record backlog of $14.7B, and 2024 TSR of 49% (3-year TSR 76%), which informs MSI’s pay-for-performance design and incentive outcomes .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Motorola Solutions | Executive Vice President & CTO; leadership of public safety software and video; leads Chief Technology Office | 2018–present | Expanded AI/ML-driven product roadmap across Command Center and Video; portfolio leadership in safety & security |
| Avigilon (an MSI company) | Chief Technology Officer; Senior Vice President, Software Enterprise | — (not disclosed) | Scaled video analytics and enterprise software prior to broader MSI remit |
| VideoIQ (founded) | Founder | — (not disclosed) | Pioneered video analytics platform; acquired by Avigilon |
| Broad Reach Security (founded) | Founder | — (not disclosed) | Security technology venture; acquired by GE |
External Roles
- None disclosed in the proxy for Mahesh Saptharishi .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary ($) | 696,923 | 806,846 | 849,961 |
| STIP (annual bonus) paid ($) | 1,462,176 | 1,539,059 | 1,621,301 |
| STIP target % of salary | — | — | 125% (unchanged in 2024 for EVPs) |
| All other compensation ($) | 13,138 | 13,200 | 13,800 |
Notes:
- STIP structure in 2024: Company factor based on Non-GAAP Operating Earnings (65% weight) and Free Cash Flow (35% weight); results produced a 1.09 Company performance factor. Individual Performance Factor (IPF) applied; Saptharishi IPF was 1.4, yielding 153% of target STIP payout .
Performance Compensation
2024 Long-Term Incentive (LTI) Structure and Grants
- MSI’s LTI for NEOs is 100% performance-based (no time-based equity), split equally among: PSUs (LRIP, 3-year relative TSR vs S&P 500), Performance Options (POs, 3-year relative TSR), and Market Stock Units (MSUs, absolute stock price change, 1/3 earned at each anniversary over 3 years) .
- Saptharishi’s 2024 target LTI was $4.5 million (+12.5% YoY) .
| Award type | Grant date | Target units | Max units | Exercise price | Key vesting/performance terms | Grant date fair value ($) |
|---|---|---|---|---|---|---|
| MSUs | 3/14/2024 | 3,779 | 7,558 | — | Earn/vest 1/3 at each anniversary based on absolute price change (200% cap; threshold at -40%) | 1,499,898 |
| Performance Options (POs) | 3/14/2024 | 10,599 | 26,497 | 342.69 | Earn/vest at 3rd anniversary based on 3-yr relative TSR vs S&P 500 (30%–250% payout) | 1,499,864 |
| PSUs (LRIP 2024–2026) | 3/14/2024 | 4,377 | 10,942 | — | Earn/vest at 3rd anniversary based on 3-yr relative TSR vs S&P 500 (30%–250% payout) | 1,812,647 |
| Retention PSUs (special) | 11/11/2024 | 24,146 | 48,292 | — | 3-yr performance from 11/11/2024; relative TSR; max 200% payout (no special retirement vesting) | 14,439,067 |
2024 LTI outcomes and context:
- For awards granted in prior cycles, MSI’s 2022–2024 relative TSR ranked at the 92nd percentile vs S&P 500, producing 250% payout for the 2022 PSUs/POs; 2021/2022/2023 MSU tranches earned at 182%/149%/124% respectively based on absolute stock appreciation .
2024 STIP (Annual Bonus) Mechanics and Results
| Measure | Minimum | Target | Maximum | 2024 Result | Weight | Factor | Weighted result |
|---|---|---|---|---|---|---|---|
| Non-GAAP Operating Earnings ($MM) | 2,777 | 3,085 | 3,394 | 3,142 | 65% | 1.06 | 0.69 |
| Free Cash Flow ($MM) | 1,778 | 1,975 | 2,271 | 2,134 | 35% | 1.14 | 0.40 |
| Company performance factor | 1.09 |
NEO IPF (Saptharish): 1.4, reflecting growth in Command Center SaaS/subscription, four M&A integrations, AI-driven R&D productivity, and multiple product launches (e.g., VESTA NXT, CommandCentral features, V500 body-worn camera, Avigilon AI NVR 2); also expanded MDR and earned 16 product design awards . 2024 STIP paid $1,621,301 (153% of target) .
Equity Ownership & Alignment
Beneficial Ownership (as of March 11, 2025)
| Holding type | Amount |
|---|---|
| Common stock (direct/indirect) | 24,844 |
| Stock options exercisable within 60 days | 90,670 |
| RSUs due to vest within 60 days | 0 |
| Stock units (incl. DSUs) | 0 |
| Total shares beneficially owned | 115,514 (<1% of outstanding) |
- Outstanding equity awards at FY-end 2024 included significant unearned/unvested positions; aggregate equity award payout value shown in the proxy for Saptharishi totals $45,887,883 at the 12/31/2024 closing price ($462.23) across unearned categories disclosed (see table notes) .
- Select outstanding option awards (time-based and performance options):
- 37,009 options @ $118.37 expiring 2/1/2029; 6,388 @ $143.61 expiring 3/1/2029; 4,431 @ $154.95 expiring 3/13/2030; 2,395 @ $179.21 expiring 3/8/2031; 4,586 @ $188.76 expiring 5/3/2031; 6,356 @ $205.14 expiring 6/1/2031; equity incentive POs: 29,505 @ $222.30 expiring 3/10/2032; 27,197 @ $265.18 expiring 3/9/2033; 26,497 @ $342.69 expiring 3/14/2034 .
- Stock ownership guidelines: EVPs must hold 3x salary; Committee determined all NEOs met their requirement at last review .
- Hedging/pledging: MSI’s Insider Trading Prohibitions Policy bans hedging, short sales, pledging, and margin accounts for directors and officers .
Insider selling pressure indicators:
- 2024 exercises/vesting: No option exercises by Saptharishi in 2024; 8,832 shares vested from stock awards ($2,980,774 realized value) .
- Multiple in-the-money legacy options and performance options extend through 2029–2034, which could create episodic selling capacity at future vest/expiry windows; however, pledging is prohibited and ownership guidelines apply .
Employment Terms
- Severance (Executive Severance Plan; double-trigger CIC in separate plan):
- Involuntary termination (Not For Cause): cash severance equal to 12 months base salary ($860,000), pro rata STIP ($1,158,072), health benefits continuation ($14,208), outplacement ($18,000), and equity treatment per plan .
- Change-in-control (CIC) double trigger: cash severance equal to 2x (base + target bonus) = $3,870,000, pro rata STIP ($1,062,452), health benefits continuation for two years ($28,416), with equity subject to “double trigger” treatment unless not assumed by acquirer (then accelerated at target) .
- Clawback: Amended and Restated Incentive Compensation Recoupment Policy compliant with SEC/NYSE rules (Dodd-Frank) .
- Deferred compensation: Did not participate in 2024 (unlike some peers) .
- Pension: Not eligible for MSI’s frozen defined benefit plan (joined 2018) .
Performance & Track Record
- 2024 execution highlights under Saptharishi’s remit:
- Grew Command Center SaaS and subscription; consolidated cloud/on-prem camera platforms improving margins; realigned engineering post manufacturing outsourcing without supply/revenue disruption; deployed AI tools to increase R&D productivity .
- Launched VESTA NXT cloud 911 call handling, CommandCentral Responder mobile, Call & Evidence AI Assist (~400+ customers), integrated Noggin with Rave Alert, expanded Avigilon Alta/Unity/Envysion AI, V500 bodycam, AI NVR 2, Alta Cloud Connector; won 16 global product design awards .
- Public messaging on AI leadership: As CTO, articulated design principles for AI-assisted policing (Assist) emphasizing memory integrity, verifiability and accountability; introduced ‘Assisted Narrative’ and “Assist Chat” voice/AI capabilities (press release) .
Board Governance and Say-on-Pay Context
- Compensation program governance: 100% performance-based annual LTI; robust stock ownership guidelines; no excise tax gross-ups; anti-hedging/pledging; double-trigger CIC; no option repricing without shareholder approval .
- Compensation Committee supported by independent advisor (CAP); peer group includes technology/industrial leaders (e.g., Adobe, ServiceNow, L3Harris, Roper, Rockwell) .
- Say-on-Pay 2024 approval ~93%, indicating strong shareholder support .
Multi-year Compensation Summary (reported values)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 696,923 | 806,846 | 849,961 |
| Stock awards (grant-date fair value) | 2,122,252 | 3,084,259 | 17,751,612 (includes $14.44M retention PSUs) |
| Option awards (grant-date fair value) | 999,983 | 1,333,221 | 1,499,864 |
| Non-equity incentive (STIP) | 1,462,176 | 1,539,059 | 1,621,301 |
| All other compensation | 13,138 | 13,200 | 13,800 |
| Total reported compensation | 5,294,472 | 6,776,585 | 21,736,538 |
Vesting Schedules (selected 2024 awards)
| Award | Grant date | Vesting/settlement timing |
|---|---|---|
| 2024 MSUs (3,779 target) | 3/14/2024 | Earn/vest 1/3 on each of the first, second, third anniversaries (performance based on absolute price change; 0–200%) |
| 2024 POs (10,599 target; $342.69 strike) | 3/14/2024 | Earn/vest at 3rd anniversary based on 3-yr relative TSR (30%–250%) |
| 2024–2026 PSUs (LRIP; 4,377 target) | 3/14/2024 | Earn/vest at 3rd anniversary based on 3-yr relative TSR (30%–250%) |
| 2024 Retention PSUs (24,146 target) | 11/11/2024 | Earn/settle after 3-year performance period ending 11/10/2027; relative TSR; 30%–200% cap |
Equity Ownership & Guidelines
| Item | Detail |
|---|---|
| Ownership guideline | 3x base salary for EVPs; all NEOs met requirement at last review |
| Hedging/pledging | Prohibited by Insider Trading Prohibitions Policy |
| 2024 vesting/exercises | 8,832 shares vested ($2.98M); 0 option exercises |
Employment Terms (quantitative snapshot)
| Scenario | Cash severance | Pro rata STIP | Health benefits continuation | Equity treatment | Total indicative (proxy example) |
|---|---|---|---|---|---|
| Involuntary Not For Cause | $860,000 | $1,158,072 | $14,208 | As per Executive Severance Plan (continued/accelerated as applicable) | $7,274,570 (incl. equity and other items) |
| CIC (double trigger) | $3,870,000 | $1,062,452 | $28,416 | Double trigger; if not assumed by acquirer, accelerate at target per plan | $30,492,122 (incl. equity and other items) |
Investment Implications
- Strong alignment and retention: 100% performance-based LTI, rigorous relative TSR and absolute stock price hurdles, and a $12M special retention PSU grant in Nov 2024 underscore Saptharishi’s strategic criticality and multi-year retention design; near-term cash pay remains modest vs equity at-risk .
- Event-driven supply risk: Large in-the-money option stacks (2019–2021 grants) and performance option cycles (2022–2024 awards) with expiries into 2029–2034 create potential selling windows as tranches vest/settle, though 2024 saw no option exercises and pledging/hedging is prohibited .
- Pay-for-performance continuity: STIP metrics (Non-GAAP OE, FCF) and high IPF reflect execution in AI-led product innovation and M&A integration; company-wide 2024 results supported above-target payouts (1.09 company factor; 153% payout) .
- Governance tailwinds: Robust clawback, double-trigger CIC, no excise tax gross-ups, and 93% Say-on-Pay support mitigate governance risk and reduce compensation controversy .
- AI innovation edge: As CTO, Saptharishi’s leadership on AI-assisted policing and product pipeline supports MSI’s software and recurring revenue growth narrative, a potential multiple-supportive factor for the stock over time .
Overall: Compensation heavily equity-weighted with multi-year performance gates, strong ownership alignment, and explicit anti-hedging/pledging reduces misalignment risk. Watch 2025–2027 vest/settlement calendars (including the 11/2027 retention PSU) for possible liquidity events; operational execution in AI/software remains the primary lever for incentive realization and value creation .