Frank Modruson
ZEBRA TECHNOLOGIESAbout Frank B. Modruson
Independent Class II director at Zebra Technologies since 2014; age 65. President of Modruson & Associates, LLC (since 2015) and former Chief Information Officer at Accenture (2003–2014), bringing deep technology, cybersecurity, risk mitigation, and business transformation expertise to Zebra’s board. Currently serves on Zebra’s Audit Committee and is Chair of the Nominating and Governance Committee (named Chair in February 2025) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Accenture plc | Chief Information Officer | 2003–2014 | Led IT strategy, applications and infrastructure for a global enterprise; chaired IT Steering Committee; member of Operating Committee and Global Leadership Council . |
| Accenture plc | Partner | 1997–2003 | Senior leadership and consulting roles; technology and governance depth . |
| Accenture plc | Various roles | 1988–1997 | Progressive leadership positions in technology/consulting . |
| Modruson & Associates, LLC | President | 2015–present | Personal consulting practice; governance and technology advisory experience . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| First Midwest Bancorp, Inc. (NASDAQ: FMBI) | Director | 2016–2022 | Prior public company directorship . |
| LANDAUER, Inc. (NYSE: LDR) | Director | 2017 | Prior public company directorship . |
| Hy Cite Enterprises, LLC | Director (Private) | 2019–present | Private company board . |
| Forsythe Technologies ESOP | Director (Private) | 2014–2017 | Private company ESOP board . |
| Lyric Opera of Chicago | Board Member (Non-profit) | — | Community involvement . |
| Glen Ellyn Volunteer Fire Company | Board Member (Non-profit) | — | Community involvement . |
Board Governance
- Committees: Audit Committee (member); Nominating & Governance Committee (Chair). NGC held 5 meetings in 2024; Audit held 7 meetings in 2024 .
- Independence: Board determined in Feb 2025 that all directors except the Board Chair and CEO are independent; all standing committees are composed entirely of independent directors .
- Attendance: The Board met 7 times in 2024; all directors attended at least 75% of Board/committee meetings and all directors attended the 2024 Annual Meeting of Stockholders .
- Role elevation: In February 2025, Modruson was named Chair of the Nominating & Governance Committee, reflecting confidence in his governance expertise; the Board also conducted an independent third‑party evaluation of the Board, committees and individual directors in 2024 .
- Overboarding policy: Non‑employee directors limited to four other public boards; all 2025 director nominees were compliant .
Fixed Compensation (Non‑Employee Director; 2024)
| Component | Amount/Structure | Evidence |
|---|---|---|
| Fees Earned or Paid in Cash (Modruson) | $116,000 | |
| Annual Cash Retainer | $90,000 | |
| Committee Member Fees | Audit: $15,000; N&G: $10,000 | |
| Committee Chair Fees | N&G Chair: $15,000; (Modruson became Chair in Feb 2025, after 2024 period) | |
| Meeting Fees (excess) | Up to $2,000 per in‑person Board meeting beyond 5; other thresholds as disclosed |
Notes: 2024 cash total for Modruson reflects his roles that year (Audit member; N&G member), with any meeting fees as applicable .
Performance Compensation (Director Equity; 2024)
| Equity Element | Detail | Evidence |
|---|---|---|
| Annual Equity Retainer | Target $220,000 grant date fair value (fully‑vested common stock) | |
| 2024 Grant Mechanics | 696 shares of fully‑vested common stock to each non‑employee director; actual grant‑date value $220,284 | |
| Modruson Stock Awards (2024) | $220,284 | |
| Performance Metrics | Not applicable for director equity (awarded as fully‑vested stock; no performance metrics) |
Other Directorships & Interlocks
| Item | Status | Evidence |
|---|---|---|
| Current public company directorships | None (0) | |
| Prior public boards | First Midwest Bancorp (2016–2022); LANDAUER (2017) | |
| Compensation committee interlocks | None disclosed; only independent directors served on the Compensation & Culture Committee in 2024 and no interlocks per Item 402 disclosure |
Expertise & Qualifications
- Cybersecurity and risk‑mitigation proficiency; technology and innovation leadership; M&A, international business, business transformation, and governance experience from Accenture CIO tenure and committee leadership roles at public/private companies .
- Board skills matrix emphasizes risk management, strategic planning/business transformation, technology/innovation, and public company governance as focal skills across Zebra’s Board and nominees .
Equity Ownership
| Metric | Value | As Of | Evidence |
|---|---|---|---|
| Beneficial ownership (shares) | 14,530 | Dec 31, 2024 | |
| Ownership % of shares outstanding | <1% | Dec 31, 2024 | |
| Stock ownership guidelines | Non‑employee directors: 5x annual board cash retainer; 5 years to comply; 50% net shares retention until met | ||
| Compliance status | As of Dec 31, 2024, all non‑employee directors except new director Ken Miller satisfied the guidelines (implies Modruson is in compliance) | ||
| Hedging/pledging policy | Hedging, pledging, and short selling of Zebra securities expressly prohibited | ||
| Section 16(a) filings | All required reports filed timely to Zebra’s knowledge |
Governance Assessment
- Strengths and signals: Independent director with deep technology and cybersecurity credentials; elevated to NGC Chair in Feb 2025; active on Audit Committee; Board conducted third‑party evaluation in 2024; all directors met attendance thresholds and attended the Annual Meeting .
- Alignment: Director pay emphasizes equity (Modruson $220,284 stock vs $116,000 cash in 2024), and he meets stringent stock ownership guidelines; hedging/pledging prohibited—supporting investor alignment .
- Interlocks/conflicts: No compensation committee interlocks; related‑party review framework in place; 2025 proxy’s related‑party disclosure identifies only an employee relative of the CPO—no transactions involving Modruson disclosed .
- Shareholder feedback responsiveness: Following low 2024 Say‑on‑Pay support (For 17.1M; Against 25.45M), Zebra engaged stockholders and enhanced CD&A; 2025 Say‑on‑Pay passed strongly (For 38.14M; Against 2.26M) .
Overall, Modruson’s governance profile supports board effectiveness: independent status, strong attendance, leadership of the NGC, and no disclosed conflicts or pledging. His equity‑heavy compensation and ownership guideline compliance suggest alignment with long‑term shareholder value .