William Burns
ZEBRA TECHNOLOGIESAbout William Burns
William J. Burns, age 57, is CEO of Zebra Technologies and a Class III director since 2023; he is not independent under Nasdaq rules and serves on no board committees . Burns became CEO on March 1, 2023 after leading Products & Solutions, and holds an MBA (Temple), BS in Business (Misericordia), and an Associate’s in Engineering (Penn State) . Zebra’s 2024 performance rebounded with net sales up 8.7% to $4.98B and non-GAAP EPS of $13.52; adjusted EBITDA achievement used for incentives was $1,047.0M, delivering a 175.3% ZIP payout to NEOs . Over 2020–2024, cumulative TSR indexed to $100 rose to 151.20 (vs. S&P IT peer index 299.72) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Zebra Technologies | Chief Product & Solutions Officer | 2015–Mar 2023 | Led portfolio strategy, expanded market share and adjacency expansion aligned to Enterprise Asset Intelligence vision |
| Embrane, Inc. | Chief Executive Officer | 2014–2015 | Led VC-backed network services startup until Cisco acquisition |
| Spirent Communications plc | Chief Executive Officer | 2008–2013 | Ran public test/measurement company; prior led Communications Group 2004–2008 |
| Tellabs, Inc. | Executive and sales leadership roles | Various | Corporate strategy, international ops, M&A, manufacturing and sales exposure |
External Roles
| Organization | Role | Years |
|---|---|---|
| Oshkosh Corporation (NYSE: OSK) | Director | Since Jul 2024 |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 946,205 | 1,000,002 |
| Target Bonus (% of Salary) | 135% (set at CEO promotion) | 135% |
| Actual Non-Equity Incentive ($) | 224,372 (18.1% ZIP payout) | 2,366,554 (175.3% ZIP payout) |
2024 ZIP metrics and weights: Adjusted EBITDA (50%), Net Sales (30%), EAI Index (20%) with published threshold/target/maximum goals; actual results were Net Sales $4,981.1M (105.5% of target), Adjusted EBITDA $1,047.0M (113.8%), EAI Index $440.7M (88.1%), producing the 175.3% payout .
Performance Compensation
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Short-term incentive (ZIP):
Metric Weight Threshold/Target/Max Actual Payout Consolidated Net Sales 30% 92.5% / 100% / 105%+ $4,981.1M (105.5%) 200% Adjusted EBITDA 50% 80% / 100% / 112.5%+ $1,047.0M (113.8%) 200% EAI Index 20% 75% / 100% / 115%+ $440.7M (88.1%) 76.3% Total ZIP Payout — — — 175.3% -
Long-term incentives (PVRSUs and RSUs):
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2024 grants (effective May 2, 2024): RSUs vest ratably over 3 years; PVRSUs cliff-vest on May 2, 2027 based on three metrics: Net Sales CAGR (50%), Adjusted EBITDA Margin (30%), FCF Conversion (20%), with annual banking and 3-year cumulative goals .
Award Grant Date Shares/Target Fair Value ($) Vesting Time-Vested RSUs 5/2/2024 12,943 4,000,034 1/3 annually over 3 years PVRSUs (Target) 5/2/2024 19,415 6,000,206 Cliff on 5/2/2027, performance-based -
Recent performance outcomes:
- 2022 PVRSUs (3-year period ended 12/31/2024) earned at 20% of target; Burns vested 978 shares on 5/5/2025 .
- 2021 PVRSUs (period ended 12/31/2023) earned at 33.3% of target; Burns vested 952 shares in 2024 .
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Equity Ownership & Alignment
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Beneficial ownership as of Dec 31, 2024: Burns holds 31,727 shares, including 13,728 shares exercisable within 60 days; percent of outstanding is less than 1% .
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Outstanding equity awards at 2024 year-end (market value at $386.22 close):
Type Date Count Market Value ($) Exercisable Options (strike/expiry below) — — — RSUs (time-vested) 5/05/2022 1,038 400,896 PVRSUs (earned 20%) 5/05/2022 978 377,723 RSUs (time-vested) 3/01/2023 6,509 2,513,906 PVRSUs (target) 5/04/2023 17,409 6,723,704 RSUs (time-vested) 5/04/2023 9,672 3,735,520 RSUs (time-vested) 5/02/2024 12,745 4,922,374 PVRSUs (target) 5/02/2024 19,415 7,498,461 -
Options detail (exercisable):
Grant Date Exercisable Strike ($) Expiration 5/10/2018 5,463 149.57 5/10/2025 5/02/2019 4,364 205.12 5/02/2026 4/30/2020 3,901 244.97 4/30/2027 -
Ownership policy: CEO must hold 6x base salary; directors must hold 5x annual cash retainer. Retention requirement: 50% of after-tax vested shares until guideline met. Burns and executive officers were compliant at review (2025: all execs/directors except new appointee; 2024 execs compliant except named recent additions) .
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Hedging/pledging short sales prohibited under Zebra’s Securities Transactions and Confidentiality Policy .
Insider activity indicators:
- Options exercised in 2024: 7,709 shares; value realized $1,699,295 .
- Stock awards vested in 2024: 6,407 shares; value realized $1,966,947 .
Employment Terms
- At-will employment; CEO slated as director while serving as CEO; resignation from board upon employment termination .
- Base salary: $1,000,000; target annual incentive: 135% of salary; standard LTI eligibility; relocation to Lincolnshire within 30 months with reimbursed expenses .
- Severance (without Cause or for Good Reason):
- Burns: 2 years of base salary; 100% of target annual incentive; pro rata current-year incentive if earned; unpaid prior incentive if earned; outplacement up to $32,000; company-paid medical/dental continuation up to 2 years (earlier if eligible elsewhere) .
- Change-in-control double trigger (120 days before or 1 year after CoC):
- Cash: 2x base salary + 2x target annual incentive, payable within 60 days (subject to Section 409A timing) .
- Equity: full vesting of outstanding restricted stock awards per plan terms; post-CoC termination accelerates vesting; Zebra’s LTIP uses double-trigger acceleration .
- Parachute cutback to $1 below 280G threshold; no excise tax gross-up .
- Restrictive covenants: 24-month non-compete and non-solicit; robust confidentiality, IP assignment, nondisparagement and clawback provisions; forfeiture/recapture for violations .
Board Governance
- Board service: Burns is a Class III director (term expires 2026); no committee memberships; independence status: not independent .
- Board leadership: Separate Chair (Anders Gustafsson) and Lead Independent Director (Michael A. Smith) with defined oversight duties; regular executive sessions of independent directors .
- Board activity/attendance: 2024 Board met seven times; all directors attended at least 75% of combined Board and committee meetings; all attended the 2024 Annual Meeting .
- Director compensation: Non-employee directors receive $90,000 cash retainer, $220,000 in fully vested common stock, additional retainers for committee roles and lead director; CEO/directors do not receive additional compensation for board service . 2023 program similar, with Lead Independent Director retainer of $190,000 .
- Stockholder governance context: 2024 Say-on-Pay support was 40.2%; Board and Compensation & Culture Committee executed extensive engagement and actions (e.g., commitment to avoid one-time awards absent extraordinary circumstances, enhanced metric target disclosures, severance transparency) .
Company Performance Context
| Metric | 2023 | 2024 |
|---|---|---|
| Net Sales ($USD Millions) | 4,583.9 | 4,981.1 |
| Adjusted EBITDA ($USD Millions) | 824.0 | 1,047.0 |
| Cumulative TSR (Indexed to $100 at 12/31/2019) | 107.00 | 151.20 |
Multi-Year CEO Compensation
| Component ($) | 2023 | 2024 |
|---|---|---|
| Salary | 946,205 | 1,000,002 |
| Stock Awards | 10,000,537 | 10,000,240 |
| Non-Equity Incentive (Bonus) | 224,372 | 2,366,554 |
| All Other Compensation | 88,782 | 95,998 |
| Total | 11,259,895 | 13,462,794 |
Director Compensation (Non-Employee – Program Snapshot)
| Element | 2024 Amount |
|---|---|
| Annual cash retainer | $90,000 |
| Annual equity retainer | $220,000 fully vested shares |
| Chair of Board / Lead Independent Director cash retainer | $100,000 each |
| Committee chair cash retainers | $30,000 (Audit, CCC), $15,000 (NGC) |
| Committee member cash retainers | $15,000 (Audit/CCC), $10,000 (NGC) |
Note: Burns does not receive additional compensation for service as a director .
Compensation Structure Analysis
- Cash vs Equity mix: CEO compensation is heavily equity-based; 2024 LTI value $10M split 60% PVRSUs / 40% RSUs, reinforcing long-term alignment and retention .
- Performance metrics: Short-term plan weighted to profitability (Adjusted EBITDA 50%) and growth (Net Sales 30%), plus EAI Index strategic mix (20%); long-term plan adds FCF conversion to balance sheet discipline alongside Net Sales CAGR and EBITDA Margin .
- Discretion: 2024 ZIP payouts applied formulaically; Committee committed to enhanced transparency and restrictions on one-time awards after 2024 Say-on-Pay result .
- Risk controls: Double-trigger acceleration; clawbacks; no option repricing or cash exchanges; prohibition on hedging/pledging; ownership guidelines .
Risk Indicators & Red Flags
- 2024 Say-on-Pay support of 40.2% required corrective actions; Committee changed consultants to FW Cook and enhanced disclosures/policies .
- No excise tax gross-ups; 280G cutback if needed .
- Hedging/pledging prohibited (alignment maintained) .
- No option/SAR repricing without stockholder approval .
- Related party oversight robust; no 2023 related party transactions requiring disclosure .
Employment & Contracts Summary
| Provision | Detail |
|---|---|
| Severance (No Cause/Good Reason) | 2 years base salary; 100% target bonus; pro rata current-year bonus if earned; unpaid prior bonus if earned; healthcare contin. up to 2 years; outplacement $32,000 |
| Change-in-Control (Double Trigger) | 2x base salary + 2x target bonus cash; full equity vesting per LTIP; healthcare continuation per COBRA terms |
| Covenants | 24-month non-compete/non-solicit; confidentiality, IP assignment; nondisparagement; clawbacks |
| Ownership Guidelines | CEO 6x salary; directors 5x retainer; retention of 50% after-tax vested shares until met |
| Insider Policy | Prohibits hedging, pledging, short selling; margin accounts |
Investment Implications
- Alignment: Burns’ high equity weighting and strict ownership/hedging policies align incentives with long-term shareholder value; 2024 PVRSUs and RSUs establish meaningful vest over 2025–2027, supporting retention .
- Pay-for-performance: The 175.3% 2024 payout reflects strong profitability recovery; prior PVRSU outcomes (20% for 2022 cycle; 33.3% for 2021 cycle) demonstrate variable pay tracking actual performance, mitigating overpayment risk .
- Dilution/overhang visibility: Burns’ sizable unvested PVRSUs and RSUs (notably 2023–2024 grant cohorts) indicate future vesting cadence; options expirations (2025–2027) and 2024 exercises signal potential ongoing selling to fund taxes/liquidity, though policy constraints limit hedging/pledging .
- Governance watchpoint: 2024 Say-on-Pay shortfall is a risk signal; the Committee’s response (no one-time awards absent extraordinary circumstances, better metric disclosure, severance transparency) is constructive; continue monitoring program changes and 2025 Say-on-Pay outcome .