Rajan S. Naik
Motorola SolutionsAbout Rajan S. Naik
Senior Vice President, Strategy and Ventures at Motorola Solutions, Inc. (MSI). Responsibilities include corporate strategy, M&A, venture portfolio, and competitive intelligence; he joined MSI in 2016 and is 53 years old . Education: BS Engineering (Cornell) and PhD Engineering (MIT) . 2024 corporate performance underpinning his incentives: revenue grew 8% to $10.8B, operating cash flow was $2.4B, ending backlog reached $14.7B; TSR +49% in 2024 and +76% over three years vs S&P 500 +25% and +29%, respectively .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Advanced Micro Devices (AMD) | Senior Vice President and Chief Strategy Officer | Not disclosed | Led corporate strategy at a global semiconductor company |
| McKinsey & Company | Partner, Technology/Media/Telecom | Not disclosed | Advised TMT clients; senior leadership experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CSG Systems International | Director | Not disclosed | Board oversight at a customer engagement/ billing firm |
| Evolv Technologies Holdings, Inc. | Director | Not disclosed | Board oversight at an AI-based security screening company |
Fixed Compensation
| Component | 2024 Value | Notes |
|---|---|---|
| Base Salary | $635,000 | +5.8% vs 2023 base $600,000 |
| STIP Target % | 95% of salary | Program caps: each factor 140%; total plan max 196% |
| Eligible Earnings (STIP calc base) | $627,192 | Actual salary earned for STIP period |
| Company Performance Factor | 1.09 | Weighted Non-GAAP OE and FCF |
| Individual Performance Factor (IPF) | 1.4 | Recognizes Naik’s 2024 strategic achievements |
| Actual STIP Paid | $909,241 (153% of target) | Formula: salary×target×1.09×1.4 |
Performance Compensation
2024 STIP Metrics and Payout Mechanics
| Metric | Weight | Minimum | Target | Maximum | 2024 Result | Factor |
|---|---|---|---|---|---|---|
| Non-GAAP Operating Earnings ($MM) | 65% | $2,777 | $3,085 | $3,394 | $3,142 | 1.06 |
| Free Cash Flow ($MM) | 35% | $1,778 | $1,975 | $2,271 | $2,134 | 1.14 |
| Weighted Company Performance Factor | — | — | — | — | — | 1.09 |
2024 Long-Term Incentive (LTI) Design and Grants
| Instrument | Performance Basis | Target Award (2024 grant) | Key Terms |
|---|---|---|---|
| LRIP PSUs | 3-year relative TSR vs S&P 500 | 2,188 PSUs; $750,000 target value | Earn/vest at 3rd anniversary; payout scale 30%–250% by percentile |
| Performance Options (POs) | 3-year relative TSR vs S&P 500 | 5,299 options at $342.69 exercise price; $750,000 fair value | Earn/vest at 3rd anniversary; 30%–250% by percentile; expire 3/14/2034 |
| Market Stock Units (MSUs) | Absolute stock price change | 1,889 target units; $749,750 fair value | 1/3 vests on each of 1st, 2nd, 3rd anniversary of 3/14/2024 (3/14/2025, 3/14/2026, 3/14/2027); 40%–200% payout depending on price change |
Additional context:
- 2022–2024 cycle earned at 250% of target (92nd percentile TSR), demonstrating strong alignment to shareholder returns .
- Naik did not receive the special $12M retention PSU grant in Nov-2024 (awarded only to Winkler, Molloy, Saptharishi) .
Option Exercises and Stock Vested in 2024
| Item | 2024 Quantity | 2024 Value |
|---|---|---|
| Option exercises | 0 shares | $0 |
| Stock vested (PSUs/MSUs/RSUs) | 9,621 shares | $3,226,980 |
Equity Ownership & Alignment
| Measure | Value | Notes |
|---|---|---|
| Total Beneficial Ownership | 86,072 shares | Includes rights exercisable within 60 days |
| Ownership % Outstanding | <1% | MSI shares outstanding 166,883,113 on 3/11/2025 |
| Breakdown: Options (exercisable within 60 days) | 71,827 | — |
| Breakdown: Common Stock (direct) | 14,245 | — |
| Stock Ownership Guidelines | 2× salary for Senior Vice Presidents | All NEOs met requirement |
| Hedging/Pledging | Prohibited by Insider Trading Prohibitions Policy | No pledges indicated in beneficial ownership table |
Selected outstanding award summary as of 12/31/2024:
- Equity incentive awards not yet earned: 26,302 units; payout value $12,157,575 (market price $462.23 used) .
- Multiple legacy option grants outstanding (e.g., $222.30, $265.18, $342.69 strikes) with 2032–2034 expirations .
Employment Terms
| Provision | Detail | Economic Illustration (12/31/2024) |
|---|---|---|
| Executive Severance Plan (non-CIC) | 12 months base salary; pro rata bonus; 12 months medical; outplacement; financial planning (subject to release) | Severance $635,000; pro rata STIP $649,458; medical $19,284; outplacement $18,000; financial planning $14,420 |
| CIC Severance Plan (double-trigger) | 2× (base + target bonus); 2 years medical; no excise tax gross-up (best-net cutback); equity/LRIP accelerate at target if not assumed; otherwise vesting continues | Cash $2,476,500; medical $38,568; pro rata STIP $595,833; accelerated equity per schedules |
| Clawback | Dodd-Frank compliant recoupment of incentive pay upon financial restatement; equity agreements include forfeiture for violations (confidentiality, non-solicit, non-compete) | Policy filed as exhibit to 2024 10-K |
| Insider Trading Policy | Prohibits pledging, hedging, short sales, margin accounts | Applies to directors and officers |
Performance & Track Record
- 2024 Individual performance highlights: closed four acquisitions (Silent Sentinel, Noggin, 3tc Software, vehicle location/management), led annual strategic planning and investment prioritization, defined go-to-market/channel investments for enterprise video, international expansion strategy for body-worn cameras, pricing strategy for fixed video, and growth strategy for remote video monitoring/ESOCs; resulted in IPF 1.4 .
- Company performance supporting pay-for-performance: 8% sales growth to $10.8B, record OCF $2.4B, record backlog $14.7B, TSR +49% vs S&P 500 +25% in 2024 .
Compensation Structure Analysis
| Aspect | Observation |
|---|---|
| Mix of Pay | High at-risk structure: 100% performance-based LTI (PSUs/POs/MSUs) and formulaic STIP; Naik’s 2024 target total comp $3.488M with $2.25M LTI (3× $750k) |
| Year-over-Year Change | 2024 target total compensation +10.0% vs 2023 |
| Retention Design | No 2024 special retention PSU grant for Naik; such awards targeted to COO, CFO, and CTO |
| Performance Calibration | STIP driven by Non-GAAP OE and FCF; LTI requires above-median TSR for target payouts; 2022–2024 cycle paid 250% at 92nd percentile |
| Governance Features | No excise tax gross-ups; double-trigger CIC; no option repricing without shareholder approval; anti-pledging/hedging; robust ownership guidelines |
Perquisites and Benefits (2024)
| Item | Naik Status |
|---|---|
| Financial Planning | Eligible (X) |
| Executive Annual Physical Exam | Eligible (X) |
| Company Deferred Comp Match | None (did not participate) |
| 401(k) Match | $13,800 |
| Personal Aircraft Use | None |
Say‑on‑Pay & Compensation Committee
- Say‑on‑Pay: 93% approval in 2024 .
- Compensation and Leadership Committee: Joseph M. Tucci (Chair), Kenneth D. Denman, Gregory K. Mondre; independent; uses CAP as advisor .
Investment Implications
- Strong alignment: Naik’s pay is heavily performance‑linked (STIP tied to OE/FCF; LTI contingent on TSR/stock price), and he met stock ownership requirements, with prohibitions on hedging/pledging reducing misalignment risk .
- Execution signal: 2024 IPF of 1.4 reflects active strategy/M&A contributions; absence of special retention PSUs suggests retention risk is lower relative to COO/CFO/CTO, but he still carries meaningful unearned equity exposure to TSR performance .
- Selling pressure: 2024 option exercises were zero; vesting delivered 9,621 shares, indicating limited forced selling, though future MSU tranches and PSU/PO settlements (subject to performance) can create taxable events and potential liquidity needs .
- CIC economics: Double‑trigger structure with target acceleration if awards not assumed and no gross‑ups is shareholder‑friendly; severance equates to 2× pay under CIC and 1× salary otherwise, balancing retention and cost .