2018 Guide to Effective Proxies
2.17.5 Elements of pay tables | 373 6 TH EDITION | GUIDE TO EFFECTIVE PROXIES The PCSOs are not intended to be a component of our core, ongoing compensation program for executives, and accordingly, are excluded from discussions below regarding our ongoing compensation program. Mr. Molloy’s award has the same performance period ending on August 25, 2018 (the third anniversary of the original PCSO grant date) and the same termination date of August 25, 2022 (a seven-year term from the original PCSO grant date). As detailed in the table below, the PCSOs vest in three tranches based on the attainment of certain escalating stock price hurdles and they cannot be exercised prior to the end of the performance period. The PCSOs are designed to ensure delivery of meaningful returns to our stockholders before executives realize any value. Any PCSOs that do not vest before August 25, 2018 are forfeited. The first and second stock price hurdles, for all PCSO grants, were met on June 30, 2017 and February 28, 2018, respectively. Therefore, the first and second portions of the PCSOs vested. Vesting Tranche Stock Price Hurdle 1 1 $85.00 2 $102.50 3 $120.00 1 Stock price must be met by August 25, 2018 and maintained for ten consecutive trading days. 2017 Compensation Program Overview Our regular, annual compensation program included a mix of the following fixed and variable elements: ELEMENT DESCRIPTION RATIONALE FACTORS INFLUENCING AMOUNT BASE SALARY SHORT-TERM INCENTIVES (”STIP”) LONG-TERM INCENTIVES Long Range Incentive Plan (”LRIP”) Performance Options Market Stock Units Fixed compensation delivered in cash Variable compensation paid annually in cash based on performance against annually established goals and individual performance Long-term payout in cash or shares based on achievement of total shareholder return over three years relative to the S&P 500 Shares that are earned and vest one-third per year over three years based on stock price appreciation/depreciation Aligns interests of executives with long-term stockholder value and assists in retaining talent once performance is achieved Aligns interests of executives with long-term stockholder value and aligns payout to performance relative to the S&P 500 Motivate and reward executives for achievement of key financial results for the year Provide base amount of market competitive pay Targets based on role scope and market; award based on total shareholder return relative to that of the S&P 500 Targets based on role scope and market; award based on stock price appreciation/ depreciation Targets based on role scope and market; payout based on Company and individual performance Experience, role scope, market and individual performance Motorola Solutions Notice of 2018 Annual Meeting of Stockholder and Proxy Statement 21 MOTOROLA SOLUTIONS, INC.
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