Janice Roberts

About Janice Roberts

Independent Class III director at Zebra Technologies since 2013 (age 69). Advisory Partner at Benhamou Global Ventures and former Managing Director at Mayfield Fund with prior global executive roles at 3Com (including President of Palm Computing) and BICC.DataNetworks; core credentials span venture investing, technology operations, M&A, and executive compensation governance. She is Chair of Zebra’s Compensation and Culture Committee and is independent under Nasdaq rules .

Past Roles

External Roles

Board Governance

• Committee assignments: Chair, Compensation and Culture Committee (CCC). CCC membership in 2024: Roberts (Chair), Satish Dhanasekaran, Kenneth B. Miller, Michael A. Smith; 5 meetings held; all CCC members independent .
• Independence: Zebra’s board has eight of ten independent directors; Roberts is independent .
• Attendance: In 2024, the board met 7 times; all directors attended at least 75% of board and applicable committee meetings; all directors attended the 2024 Annual Meeting .
• Board leadership: Separate Chair (Anders Gustafsson) and Lead Independent Director (Michael A. Smith) with regular executive sessions of independent directors .
• Committee oversight: Audit Committee (7 meetings), CCC (5), Nominating & Governance Committee (5) operate under charters and report regularly to the board .

Fixed Compensation

Director program elements (standard amounts in 2024):

• Annual cash retainer: $90,000; Chair/Lead Independent Director additional cash retainer: $100,000; Committee Chair fees: CCC $30,000; Audit $30,000; NGC $15,000; Non-chair committee membership fees: CCC $15,000; Audit $15,000; NGC $10,000. Equity retainer: target grant-date fair value $220,000 (fully-vested common stock; in May 2024, 696 shares, value $220,284) .

Performance Compensation

No director performance-based compensation disclosed; annual equity grants to non-employee directors are fully vested common stock rather than PSUs/options .

Other Directorships & Interlocks

• Zebra maintains an Interlocking Directorate Policy (amended November 2024) to monitor directors’ simultaneous service and ensure antitrust compliance; outside public company board service requires prior approval by the Chair and is reviewed for conflicts (policy limits on outside boards described in Corporate Governance Guidelines) .
• Compensation Committee interlocks: In 2024, CCC members (including Roberts) had no relationships requiring disclosure under Item 404 and no insider participation interlocks were identified .

Expertise & Qualifications

• Four decades in global technology operating and venture capital, with 30+ years in Silicon Valley; executive roles across networking, communications, mobile, software, semiconductors; product/customer-centric orientation .
• Board governance capabilities across public, private, and non-profit boards in North America, Europe, and Asia; deep experience in strategy, M&A, compensation program design, and team development .
• Prior service across all major committees (audit, compensation), including roles as compensation committee chair and lead independent director at other companies .

Equity Ownership

• Stock Ownership Guidelines: Non-employee directors must hold 5x annual board cash retainer; as of Dec 31, 2024, all non-employee directors met guidelines except new director Kenneth Miller (within compliance period) .
• Hedging/pledging: Zebra’s Securities Transactions and Confidentiality Policy prohibits hedging, short selling, holding in margin accounts, and pledging of Zebra stock .

Governance Assessment

• Positive signals: Roberts chairs an all-independent CCC and led a robust stockholder engagement process after the 2024 Say-on-Pay result; outreach to holders of 65% of outstanding stock, meetings with holders of 48%, and she led meetings with holders of 35% outstanding. Actions included committing to no one-time awards except in extraordinary circumstances, enhancing short-term incentive target disclosure, and improving severance disclosure; Zebra also engaged an independent third party for board evaluations and enhanced director skills matrix disclosures .
• Risks/red flags: 2024 Say-on-Pay support was 40.2% (low), with feedback centered on a one-time equity grant to the former Executive Chair; continued vigilance by CCC (Roberts) is warranted to sustain investor confidence .
• Alignment: Director pay structure emphasizes modest cash plus equity in fully-vested stock, with robust stock ownership guidelines and strict anti-hedging/pledging policies; Roberts complies with ownership guidelines, supporting alignment with shareholders .
• Process quality: CCC changed independent compensation consultant in 2024 to FW Cook following a review, supporting independence of pay decisions .