Mary McDowell
ZEBRA TECHNOLOGIESAbout Mary McDowell
Mary McDowell is a non-employee director of Zebra Technologies, appointed effective July 25, 2025, and a member of the Audit Committee. She is a seasoned technology executive and board leader, previously serving as CEO of Mitel Networks and Polycom, EVP at Nokia overseeing a $15B global feature phone business, and an Executive Partner at Siris Capital. McDowell holds a Bachelor’s degree in Computer Science from the Grainger College of Engineering at the University of Illinois Urbana-Champaign .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mitel Networks | President, CEO, Board Director | Not disclosed | Led $1B-revenue company through pandemic and strategy shift |
| Polycom | CEO, Board Director | Not disclosed | Led strategic transformation and sale to Plantronics |
| Siris Capital | Executive Partner | Not disclosed | PE operating leadership |
| Nokia | Executive Vice President | Not disclosed | Led $15B feature phone business across 180 countries |
| Hewlett Packard | Senior positions | Not disclosed | Technology and operations leadership |
| Compaq Computer | Senior positions | Not disclosed | Technology and operations leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zebra Technologies (NASDAQ: ZBRA) | Independent Director, Audit Committee member | Appointed Jul 25, 2025 | Board expanded to 11; Audit Committee expanded to 6 members |
| Informa TechTarget (NASDAQ-listed) | Board Chair | Since Dec 2024 | Board leadership |
| Arrow Electronics (Fortune 500) | Director | Current | Technology distribution; governance oversight |
| Prior boards: Autodesk; Informa; UBM; Bazaarvoice | Director | Prior service (dates not disclosed) | Public company governance experience |
Board Governance
- Committee assignments: Audit Committee (appointed concurrently with board appointment). Term as Class I director expires at the 2027 Annual Meeting; stands for election then .
- Independence and conflicts: Company disclosed no arrangements/understandings for her appointment and no related party transactions reportable under Item 404(a) of Regulation S-K . Zebra’s standing board committees are composed entirely of independent directors under Nasdaq rules .
- Board attendance baseline: In 2024, Zebra’s Board met 7 times; all directors then in office attended at least 75% of Board and committee meetings and attended the Annual Meeting. Mary joined in July 2025; her specific attendance has not yet been disclosed .
- Governance practices: Separate Chair and Lead Independent Director roles, regular executive sessions, majority voting in uncontested elections, robust stock ownership guidelines, and prohibition on hedging/pledging .
Fixed Compensation
Zebra’s 2024 director compensation structure (standard program to be applied pro rata for McDowell from her start date per 8-K):
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $90,000 | Standard for all non-employee directors |
| Annual equity retainer (fully-vested common stock) | $220,000 target grant-date fair value | Granted as fully-vested common shares; 696 shares valued at $220,284 in May 2024 for incumbents |
| Chair of Board and Lead Independent Director cash retainer | $100,000 | Additional to base retainer |
| Committee chair fees | $30,000 (Audit); $30,000 (Comp & Culture); $15,000 (Nominating & Governance) | Not applicable to McDowell unless designated chair |
| Committee member fees | $15,000 (Audit); $15,000 (Comp & Culture); $10,000 (Nominating & Governance) | McDowell’s Audit membership eligible for $15,000, prorated |
| Additional meeting fees | $2,000 per in-person Board meeting beyond five; $1,000 per special Board meeting beyond two; $1,500 (chair) / $1,000 (members) for in-person committee meetings beyond five | As applicable |
| McDowell compensation terms | Consistent with standard arrangements; prorated from start date | Per 8-K appointment disclosure |
Performance Compensation
Directors’ equity awards are fully-vested common stock grants with no performance conditions; Zebra does not grant stock options/SARs to directors. Hedging, short selling, margin accounts, and pledging Zebra securities are prohibited under the Securities Transactions and Confidentiality Policy .
| Feature | Structure | Metrics | Vesting |
|---|---|---|---|
| Annual director equity retainer | Fully-vested common stock | None (no PSU/option metrics for directors) | Immediate upon grant |
Other Directorships & Interlocks
- Current public company boards: Informa TechTarget (Board Chair; NASDAQ-listed), Arrow Electronics (Director) .
- Potential interlocks/conflicts: Company disclosed no related party transactions regarding McDowell upon appointment (Item 404(a)) . Zebra’s Interlocking Directorate Policy governs simultaneous service and is monitored for compliance .
- Overboarding policy: Non-employee directors may serve on up to four other publicly traded for-profit boards, subject to Chair approval; policies reviewed at least annually .
Expertise & Qualifications
- Domain expertise: Enterprise communications, collaboration, mobile devices, large-scale P&L leadership, strategic transformations, and international operations .
- Education: BS in Computer Science, University of Illinois Urbana-Champaign (Grainger College of Engineering) .
- Board-ready skills: Audit oversight (Audit Committee membership), transformation leadership across hardware/software, PE-backed operating rigor .
Equity Ownership
- Beneficial ownership: Not disclosed in the 2025 proxy’s ownership section for Mary (joined post year-end); initial Section 16 filings (Form 3/Form 4) not found in our search to date [SearchDocuments: Form 3/4 none found].
- Stock ownership guidelines for directors: 5x annual board cash retainer, with a five-year compliance window; must retain 50% of after-tax vested equity until guidelines are met .
| Guideline | Requirement | Compliance window | Retention rule |
|---|---|---|---|
| Non-employee directors | 5x annual cash retainer | 5 years from becoming subject | Retain 50% of after-tax shares until met |
Governance Assessment
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Positive signals:
- Appointment strengthens Audit Committee bench with a seasoned technology operator; board expanded to add independent oversight capacity .
- No related party transactions disclosed; compensation aligned to standard director program; indemnification agreement to be executed per standard form .
- Strong governance framework: independent committees, ownership guidelines, clawbacks, hedging/pledging prohibitions .
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Watch items:
- Overboarding risk should be monitored given multiple board roles; Zebra’s policy sets clear limits and requires Chair approval .
- Director equity is fully vested (no performance linkage), which is common but provides less direct pay-for-performance alignment versus PSUs; mitigated by ownership guidelines and prohibition on hedging/pledging .
- Broader compensation governance context: 2024 Say-on-Pay support was 40.2%, prompting program/disclosure enhancements; while executive-focused, it indicates heightened investor scrutiny of governance and pay practices .
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RED FLAGS: None identified specific to McDowell at appointment; company explicitly disclosed no related party transactions and standard director compensation terms .