Nicole Anasenes

About Nicole Anasenes

Independent director of Motorola Solutions since 2024; currently serves on the Audit Committee. Former CFO and SVP, Finance at ANSYS (CFO from March 2021–Feb 2024; remained an employee through June 2024); prior roles include CFO/COO at Squarespace (2016–2020), CFO at Infor (2013–2015), and 11 years at IBM in corporate finance, M&A and market development. Age 51. Other current public board: Fidelity National Information Services (FIS); previous public boards within last five years: ANSYS (2018–2020) and VMware (Apr 2022–Nov 2023) .

Past Roles

External Roles

Board Governance

• Committee assignments and chair roles:
  • Audit Committee member (2024 meetings: 9). All Audit members are independent and qualify as “audit committee financial experts” under SEC rules .
  • No chair role disclosed for Anasenes .
• Independence and director commitment:
  • Board determined on Mar 13, 2025 that Ms. Anasenes is independent under NYSE standards and Motorola’s Director Independence Guidelines; relationships with associated entities were reviewed and were below materiality thresholds .
  • Director overboarding policy: max five public boards for non-executive directors; all nominees compliant (Anasenes serves on one other) .
• Attendance and engagement:
  • Board held 7 meetings in 2024; independent directors met in executive session 5 times. Company disclosed that all but two incumbent directors attended 100% of combined Board/committee meetings (individual names not provided) .
  • Lead Independent Director in place (Kenneth D. Denman) .
• Appointment context:
  • Board highlighted appointment of Nicole Anasenes (and Elizabeth Mann) to enhance finance, operations, strategy, data analytics and risk expertise .

Fixed Compensation

Notes:

• Directors may elect to take some/all cash retainers in DSUs or shares; choices allow tax planning .

Performance Compensation

Additional context:

• Annual non-employee director equity: target $245,000, delivered in DSUs; prorated for mid-year appointees .
• Directors can elect DSUs that settle at termination or after one year; no stock options or performance metrics apply to director equity grants .

Other Directorships & Interlocks

Expertise & Qualifications

• Public company CFO and financial/accounting expertise (ANSYS, Squarespace, Infor); technology, cybersecurity/privacy, software/services, global business, capital allocation and human capital management experience; public company board experience .
• Company skills matrix flags her for financial/accounting, technology, software/services, and capital allocation experience among other competencies across the Board slate .

Equity Ownership

Additional alignment and policies:

• Director stock ownership guideline: 5× annual cash retainer within 5 years; counts DSUs (vested and unvested). As of Dec 31, 2024, all non-employee directors met guidelines or are within the five-year period (Anasenes joined in 2024) .
• Insider Trading Prohibitions Policy bans hedging, pledging, short sales, and derivative transactions in MSI securities; proxy also notes shares are not subject to pledge unless otherwise indicated (none for Anasenes) .

Governance Assessment

• Strengths for investor confidence:

  • Independence affirmed by Board; related-party screens conducted with no disqualifying relationships; no related person transactions involving her noted (RPT policy overseen by Governance & Nominating) .
  • Audit Committee member with finance/CFO background; Audit Committee comprises only independent directors, all deemed audit committee financial experts; 9 meetings in 2024—strong financial oversight cadence .
  • Low overboarding risk (one current outside public board); compliant with director commitment policy .
  • Pay structure emphasizes equity via DSUs and stock ownership guidelines; hedging/pledging prohibited—alignment with shareholders and risk mitigation .
  • Company-wide say-on-pay support remains high (93% in 2024), indicating constructive shareholder-governance posture, though this reflects executive pay, it signals broader governance acceptance .

• Monitoring areas (not red flags based on disclosures):

  • Early tenure implies modest current ownership (DSUs 798; 0 beneficial shares) but within 5-year guideline window; monitor accumulation toward 5× retainer .
  • Prior executive employment at ANSYS overlapped with her initial MSI board year (employee through June 2024), but independence determination and related-entity review found no disqualifying ties; continue to monitor any evolving inter-company relationships with current outside board (FIS) .

• Red flags:

  • None identified in proxy regarding attendance shortfalls, related-party transactions, hedging/pledging, or other governance exceptions specific to Anasenes .

Citations: