MOTOROLA SOLUTIONS INC (MSI)
Sector: Information Technology
2026 Annual Meeting Analysis
MOTOROLA SOLUTIONS INC · Meeting: May 18, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Eight Director Nominees Named in this Proxy Statement for a One-Year Term
MSI's 3-year price return of 63.9% outperforms the peer group median of +17.9% by +46.0 percentage points, well below the 65-percentage-point underperformance threshold needed to trigger a vote against; no overboarding, attendance, or independence concerns apply to Brown as an executive director.
Joined the board in 2024 (within 24 months), so she is exempt from the TSR trigger; she holds one outside public board seat and attended all meetings, and her financial expertise as a former CFO is directly relevant to her Audit Committee chair role.
MSI's strong 3-year TSR of +63.9% versus the peer group median of +17.9% produces a gap of +46.0 percentage points in MSI's favor, far from the 65-percentage-point underperformance threshold; Denman holds one outside board seat and has no attendance or independence concerns.
Joined the board in 2022 and tenure overlaps the 3-year measurement period, but MSI's TSR outperforms the peer median by +46.0 percentage points, which does not come close to triggering the 65-percentage-point underperformance threshold; she holds one outside board seat with no attendance or independence concerns.
Joined the board in November 2025, which is within 24 months of the annual meeting, making him exempt from the TSR underperformance trigger; he is a sitting CEO of Phillips 66 but holds only one outside public board seat (MSI), which is within the policy limit of two outside seats for a sitting CEO.
Joined the board in March 2026, well within the 24-month new-director exemption from the TSR trigger; he holds zero outside public company board seats and there are no attendance, independence, or overboarding concerns.
Joined the board in 2024 (within 24 months), making her exempt from the TSR trigger; she holds zero outside public board seats and her role as a sitting CFO with demonstrated financial expertise is well suited to her Audit Committee membership.
MSI's 3-year TSR of +63.9% outperforms the peer median by +46.0 percentage points, well below the 65-percentage-point threshold needed to trigger a vote against for a director with strong positive absolute returns; Tucci holds one outside public board seat and has no attendance or independence concerns.
All eight director nominees receive a FOR vote. MSI's 3-year total shareholder return of +63.9% outperforms the company-disclosed compensation peer group median of +17.9% by +46.0 percentage points, far short of the 65-percentage-point underperformance threshold that would trigger a vote against under the strong-positive-TSR tier. Three newer directors (Anasenes, Mann, Leav) are also independently exempt from the TSR trigger as they joined within the past 24 months. No overboarding, attendance, independence, or familial-relationship concerns are identified for any nominee.
Say on Pay
✓ FORCEO
Gregory Q. Brown
Total Comp
$34,453,481
Prior Support
80%%
CEO total compensation of approximately $34.5 million is elevated for a technology-sector executive, but the program is structured with approximately 96% of targeted CEO pay in variable, performance-based components — well above the 50-60% minimum the policy requires — meaning fixed salary represents only about 4% of total targeted compensation. The long-term incentive plan uses rigorous relative and absolute performance conditions tied to multi-year total shareholder return versus the S&P 500, and the 2023-2025 performance cycle paid out at 175% of target because MSI ranked at the 70th percentile of S&P 500 companies, directly linking executive rewards to shareholder outcomes. The prior-year say-on-pay vote received 80% support (above the 70% threshold that would require a mandatory response), the company has a meaningful clawback policy, and the compensation committee's explanation for any above-benchmark pay levels — including a 20% increase to the CEO's long-term incentive target tied to sustained strategic outperformance — is clear and reasonable.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
7 yrs
Audit Fees
$9,500,000
Non-Audit Fees
$1,400,000
Non-audit fees (audit-related fees of $0.6M plus tax fees of $0.8M, totaling $1.4M) represent approximately 14.7% of audit fees ($9.5M), well below the 50% threshold that would trigger a vote against; PwC has served since 2019 (approximately 7 years), far below the 25-year tenure threshold; PwC is a Big 4 firm fully appropriate for a $73 billion market-cap company; no material restatements are disclosed.
Overall Assessment
The 2026 Motorola Solutions annual meeting presents a straightforward ballot with no contested items. All eight director nominees, the PwC auditor ratification, and the executive compensation advisory vote receive FOR determinations, reflecting MSI's strong relative stock performance versus its peer group, a well-structured performance-based pay program, and clean auditor fee ratios and tenure.
Compensation Peer Group
12 companies disclosed in 2026 proxy filing