Michael Smith
ZEBRA TECHNOLOGIESAbout Michael A. Smith
Lead Independent Director of Zebra Technologies; age 70; director since 1991, previously Independent Chair of the Board from 2007–2023. Smith serves on the Compensation and Culture Committee and the Nominating and Governance Committee, and holds governance credentials including NACD Directorship Certification and Carnegie Mellon’s CERT Cyber-Risk Oversight certificate. His background spans investment banking leadership at NationsBanc Montgomery Securities and two decades as Chair/CEO of Fire Vision LLC .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zebra Technologies | Independent Chair of the Board | 2007–2023 | Oversaw board leadership, agenda-setting, succession planning and CEO performance review |
| Fire Vision LLC | Chair & Chief Executive Officer | 2000–present | Strategic oversight, M&A and capital allocation experience |
| NationsBanc Montgomery Securities | Manager, Investment Banking & M&A | 1994–1999 | Financial management, capital markets, M&A execution |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SRAM International Corp. (Private) | Director | 2011–present | Industry operator exposure (bicycle components), governance oversight |
| Blue Star Lubrication Tech (Private) | Director | 2006–2017 | Operational governance in industrials |
| Public company boards | — | Current | None (0 current public company directorships) |
| NACD | Board Leadership Fellow; Directorship Certified | Current | Governance training and standards |
| CERT (Carnegie Mellon SEI) | Cyber-Risk Oversight Certificate | Current | Cybersecurity oversight expertise |
Board Governance
- Lead Independent Director: Calls executive sessions; liaises between independents and Chair/CEO; co-approves agendas; leads evaluations of Chair/CEO; facilitates succession and director recruitment/education .
- Committees: Compensation & Culture (member; 5 meetings in 2024) and Nominating & Governance (member; 5 meetings in 2024) .
- Independence and structure: Eight of ten directors are independent; Zebra separates Chair and Lead Independent Director roles; independent standing committees; regular executive sessions .
- Attendance: Board met 7 times in 2024; all directors attended at least 75% of Board/committee meetings and attended the 2024 Annual Meeting .
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Annual cash fees (retainers, committee/member fees, LID stipend, meeting fees as applicable) | $221,000 |
| Annual equity retainer (fully-vested common stock) | $220,284 (696 shares; target $220,000) |
| Total | $441,284 |
| Program parameters (policy) | Non-employee director cash retainer $90,000; Lead Independent Director additional $100,000; CCC member $15,000; NGC member $10,000; annual equity retainer target $220,000 (fully-vested common stock) |
Performance Compensation
As a member of the Compensation & Culture Committee, Smith oversees executive pay design and outcomes. 2024 short- and long-term performance frameworks:
| 2024 Annual Cash Incentive (ZIP) | Threshold | Target | Maximum | Actual Performance | Payout Contribution |
|---|---|---|---|---|---|
| Net Sales (30%) | 92.5% | 100.0% | 105.0%+ | $4,981.1M (105.5% of target) | 200% × 30% |
| Adjusted EBITDA (50%) | 80.0% | 100.0% | 112.5%+ | $1,047.0M (113.8% of target) | 200% × 50% |
| EAI Index (20%) | 75.0% | 100.0% | 115.0%+ | $440.7M (88.1% of target) | 76.3% × 20% |
| Total ZIP Payout | — | — | Cap 200% | Formula: (200%×30%) + (200%×50%) + (76.3%×20%) | 175.3% of target |
| 2024 PVRSU Design (3-year performance period ending 2026) | Weight | Basis |
|---|---|---|
| Net Sales CAGR | 50% | 3-year cumulative growth vs 2023 base |
| Adjusted EBITDA Margin | 30% | 2026 margin target |
| Free Cash Flow Conversion | 20% | 2024–2026 FCF conversion target |
| Annual goal retention feature | Up to 100% of target total across 3 years | Annual goals for each metric to preserve partial vesting in downturns; capped; 33.3% per year max |
Recent long-term outcome signal:
- 2022 PVRSUs (performance period ended 12/31/2024): Company missed 3-year thresholds (Net Sales CAGR, EBITDA margin) but achieved the 2024 annual revenue goal → 20% of target earned; illustrates disciplined payouts aligned to performance .
Other Directorships & Interlocks
- Current public company directorships: 0; reduces public interlock risk .
- Compensation committee interlocks: None disclosed; CCC comprised solely of independent directors with no Item 404 relationships .
- Interlocking Directorate Policy: Zebra monitors director/executive simultaneous roles for antitrust compliance and conflicts (amended Nov 2024) .
Expertise & Qualifications
- Finance and capital allocation; complex financial management and reporting; M&A and business transformations .
- Corporate governance leadership (board effectiveness assessments, composition/refreshment, CEO evaluations and succession; investor engagement) .
- Cybersecurity oversight credential (CERT) supporting risk management .
- Lead Independent Director responsibilities reinforce independent oversight and accountability .
Equity Ownership
| Item | Value |
|---|---|
| Total beneficial ownership (common shares) | 9,865; less than 1% of outstanding |
| Stock ownership guideline for directors | 5× annual board cash retainer |
| Compliance status | As of Dec 31, 2024, all non-employee directors met guidelines except new director Kenneth Miller; implies Smith in compliance |
| Hedging/pledging | Prohibited (no hedging, short sales, margin accounts, or pledging of Zebra securities) |
Governance Assessment
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Strengths
- Deep tenure and continuity as former Independent Chair and current Lead Independent Director; strong governance processes (independent committees, executive sessions) .
- Clear ownership alignment via director stock guideline and fully‑vested equity retainer; compliance affirmed (excluding new member) .
- Compensation oversight rigor: transparent ZIP metrics with disclosed thresholds/targets and capped payouts; LTI uses multi-year growth/profitability/cash metrics; no option repricing; clawbacks in place .
- No Item 404 related-party relationships for CCC members; interlocks monitored by policy .
-
Watch items / red flags
- 2024 Say‑on‑Pay support was 40.2%, reflecting investor concerns (notably a one-time equity grant to former Executive Chair); the Board/Committee responded with commitments: no future one‑time awards except in extraordinary circumstances, enhanced metric disclosure, and severance transparency—positive remediation but signal to monitor future pay design and disclosure .
- Long tenure can raise refreshment concerns; Zebra has added five new directors since 2020 and conducts annual independent board evaluations (third‑party facilitated in 2024), which mitigates entrenchment risk .
Overall, Smith’s independent leadership, committee roles, and governance credentials support board effectiveness and investor confidence; continued scrutiny of compensation decisions and transparent engagement remain prudent given recent Say‑on‑Pay feedback .