Anders Gustafsson

About Anders Gustafsson

Anders Gustafsson (age 64) is Chair of the Board at Zebra Technologies; he has served as a director since 2007, was CEO from 2007 to March 2023, transitioned to Executive Chair in 2023, and became Chair of the Board after the 2024 Annual Meeting . He is not independent under Nasdaq standards; Zebra appoints a Lead Independent Director when the Chair is not independent . His background includes CEO of Spirent Communications (2004–2007) and senior executive roles at Tellabs and Motorola, bringing deep experience in corporate strategy, finance, operations, technology, and M&A .

Past Roles

External Roles

Board Governance

• Independence: Not independent under Nasdaq listing standards; Lead Independent Director (Michael A. Smith) appointed to ensure independent leadership while Gustafsson serves as Chair .
• Committee assignments: None; as Chair, he does not sit on standing committees .
• Leadership duties: As Executive Chair (2023–May 2024), presided at Board/stockholder meetings, set agendas with CEO/Lead Director, oversaw succession and CEO performance reviews, managed governance and committee assignments, and acted as stakeholder liaison .
• Attendance and engagement: The Board met five times in 2023; all directors attended at least 75% of Board and committee meetings and attended the 2023 Annual Meeting .
• Other boards limit: Corporate Governance Guidelines limit non-employee directors to four public boards and Executive Chair to two; approvals required; 2024 nominees were compliant .

Fixed Compensation

• Program terms (2024): Non-employee directors receive $90,000 annual cash retainer; Chair and Lead Independent Director receive an additional $100,000 cash retainer; committee chair/member retainers and meeting fees apply per policy .

Performance Compensation

Long-term Performance Metrics (historic PSU program while CEO)

• 2022 PSU framework: Targets set for cumulative net sales CAGR and adjusted EBITDA margin through 2024 with defined thresholds and maximums; potential vesting range for Gustafsson: 0 to 39,146 shares depending on performance .
• Program enhancements: Following stockholder engagement, a Free Cash Flow Conversion metric was added to the long-term incentive program .

Other Directorships & Interlocks

Expertise & Qualifications

• Executive leadership of complex organizations, strategy and planning, finance and accounting controls, corporate finance, international operations, manufacturing, sales, marketing, and M&A .
• Technology and innovation credentials including product development, disruptive innovation, new business models, cybersecurity, and technology trends .
• Governance proficiency across risk management, compliance oversight, corporate governance, and sustainability/public policy from service on other public boards .

Equity Ownership

• Ownership guidelines: Non-employee directors must hold 5x annual board cash retainer; executives have higher multiples; retain 50% of after-tax shares until compliant .
• Compliance: As of Feb 2025, all executive officers and non-employee directors satisfied ownership guidelines except Kenneth B. Miller (new director) .
• Hedging/pledging: Zebra’s Insider Trading Policy prohibits hedging, pledging, and short selling of Zebra securities .

Governance Assessment

• Independence and board leadership: Gustafsson is a non-independent Chair; Zebra mitigates with a seasoned Lead Independent Director and separate CEO/Chair roles, which supports oversight but remains a governance sensitivity for investors .
• Pay decisions and investor feedback: The one-time $9 million RSU grant at transition is a potential red flag for pay structure and contributed to lower-than-expected support in the 2024 say-on-pay vote; Zebra undertook extensive engagement and made responsive changes, including LTI metric enhancements .
• Severance/CIC terms: Removal of excise tax gross-up and use of double-trigger vesting align with best practices; updated agreement provides 2x target annual incentive upon CIC termination, which is meaningful but within market norms .
• Attendance and engagement: Board attendance thresholds met; robust onboarding and continuing education suggest active engagement .
• Related-party oversight: No related party transactions disclosed for 2022; quarterly surveys and compliance hotline/reporting indicate mature controls .
• Ownership alignment: Strong stock ownership requirements with near-full compliance; prohibition of hedging/pledging aligns with shareholder interests .
• Say-on-pay history: Approval was 89.4% in 2023 (for 2022 compensation), indicating generally positive sentiment prior to 2024 concerns; earlier votes were strong (e.g., 95.17% in 2020) .

Director Compensation (Program Snapshot)

• 2024 non-employee director program: $90,000 annual cash retainer; additional $100,000 for Chair/Lead Independent Director; committee chair/member fees; equity grant of fully-vested common stock with target $220,000 (696 shares; $220,284 actual value) .
• 2023 program (reference): Similar cash and equity structure; 830 share grant equating to ~$220,182 per non-employee director .

Employment & Contracts (Transition Terms)

• Notes: Effective March 1, 2023, excise tax gross-up eliminated; only pro rata portion of 2023 annual incentive eligible for the period served as CEO .

RED FLAGS

• Non-independent Chair and significant transition equity award ($9M RSU) are governance sensitivities that may affect investor confidence; Zebra uses a Lead Independent Director and engages stockholders to mitigate concerns .
• Administrative error in director meeting fee payments (December 2023) suggests a minor control lapse, albeit disclosed and immaterial .

Appendices

Outstanding Equity Awards (Selected CEO awards at 2022 year-end for context)

Say-on-Pay & Stockholder Feedback

• 2023 Annual Meeting: Say-on-pay (2022 compensation) approved by 89.4% .
• 2020 Annual Meeting: Say-on-pay (2019 compensation) approved by 95.17% .
• 2024 cycle: Lower-than-expected support prompted expanded outreach and adjustments in compensation/governance disclosures .