MSI Motorola Solutions Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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Motorola Solutions, Inc.

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Dear Fellow Motorola Solutions Shareholder:

As I write this letter, it is an unprecedented moment in time. The world is rapidly adjusting to the coronavirus (COVID-19), which has transformed our daily lives in a few short weeks. It’s at moments like these that our work takes on even more meaning. Governments and businesses around the world rely on mission critical, always-on communications. Our customers call it their lifeline.

As I reflect on 2019, I’m proud of our technological advancements enabling that lifeline through significant investments in research and development, as well as strategic acquisitions. We invested $687 million in R&D and introduced our new next-generation public safety radio, APX NEXT. We expanded our patent portfolio by 8% to 5,700 patents and vigorously defended our intellectual property, including winning trade secret theft and copyright infringement lawsuits against Hytera. We also extended our portfolio by investing $945M for acquisitions in growth areas, including video security and analytics. As a result, we have created a unique multi-platform mission critical public safety ecosystem that provides the data that allows our customers to predict, respond and prevent incidents.

The driving force behind our work is our 17,000 employees, who are our most important assets. Motorola Solutions is committed to providing a dynamic work environment, an inclusive culture and competitive benefits, including a subsidized stock purchase plan so employees can have a stake in our future. We take pride in the awards we consistently win for our leadership in employee experience, business strength and innovation.

Additionally, our commitment to a sustainable future has not wavered. One highlight from our environmental activities is our custom greenhouse gas emission-tracking tool that has enabled us to set a target to reduce our Scope 1 and Scope 2 emissions by 38% by 2027. This commitment also extends to our supply chain. In 2019, we conducted over 218 supplier assessments, covering over 90% of our direct material supply spend, to ensure suppliers adhere to our values and priorities.¹

Together, these efforts helped us deliver another year of record results, including total shareholder return of 42% in 2019. Since becoming Motorola Solutions in 2011, our company has delivered total shareholder return of 413%.

Looking to our Annual Shareholders Meeting, the event will be held as a virtual meeting on May 11, 2020, following guidance from global and U.S. health authorities to help limit the spread of COVID-19. Shareholders can join via www.virtualshareholdermeeting.com/MSI2020.

At Motorola Solutions, we help people be their best in the moments that matter. That is our purpose, and it resonates with me today more than ever, as we stand by our customers who are on the front lines of this global public health emergency. On behalf of Motorola Solutions, the board of directors and our employees, thank you for your continued support.

Sincerely,

Gregory Q. Brown

Chairman and CEO

March 27, 2020

Motorola Solutions is a global leader in mission critical communications and analytics. Our technology platforms in mission critical communications, command center software, video security and analytics, bolstered by managed and support services, make cities safer and help communities and businesses thrive. At Motorola Solutions, we are ushering in a new era in public safety and security. We serve more than 100,000 public safety and enterprise customers in 100 countries who depend on our solutions to help them get the job done safely and efficiently. A U.S. company headquartered in Chicago, we have a rich heritage of innovation dating back to 1928 that our 17,000 employees continue today.

PERFORMANCE AND ACCOMPLISHMENTS

TOTAL SHAREHOLDER RETURN (in percent)

DIRECTOR NOMINEES

Board Committees (as of March 13, 2020)*

Name

Director       Since

Indep.

Other     Public Co.     Boards

Position

Audit

Comp.

Gov. &   Nom.

Exec.

Gregory Q. Brown

2007

0

Chairman and CEO, Motorola Solutions, Inc.

Kenneth D. Denman

2017

2

Venture Partner, Sway Ventures

Egon P. Durban

2015

4

Co-CEO of Silver Lake

Clayton M. Jones

2015

1

Former Chairman, CEO and President, Rockwell Collins, Inc.

Judy C. Lewent

2011

2

Former EVP and CFO, Merck & Co., Inc.

Gregory K. Mondre

2015

0

Co-CEO of Silver Lake

Anne R. Pramaggiore

2013

0

Former Senior Executive Vice President and CEO of Exelon Utilities, Exelon Corporation

Joseph M. Tucci*

2017

2

Chairman of Growth Bridge Partners and Lead Director GTY Technology Holdings, Inc.

 = Chair of Committee

This proxy statement (the “Proxy Statement”) is being furnished to holders of common stock, $0.01 par value per share (the “Common Stock”), of Motorola Solutions, Inc. (“we,” “our,” “Motorola Solutions,” “MSI” or the “Company”). Proxies are being solicited on behalf of the Board of Directors of the Company (the “Board”) to be used at the 2020 Virtual Annual Meeting of Shareholders (the “Annual Meeting”) to be held virtually at www.virtualshareholdermeeting.com/MSI2020 on Monday, May 11, 2020 at 9:30 a.m., CDT, for the purposes set forth in the Notice of 2020 Annual Meeting of Shareholders. This Proxy Statement is dated March 27, 2020 and is being distributed to shareholders on or about March 27, 2020.

MOTOROLA SOLUTIONS’ ENVIRONMENTAL, SOCIAL AND GOVERNANCE FRAMEWORK

Our ESG Framework is fueled by our commitment to operate ethically and our dedication to our employees, customers, community and the environment.

Community Engagement Motorola Solutions is committed to the communities where we live and work. More than 6,600 employees around the world contributed 65,000 hours of volunteer time to their communities last year, serving as mentors, tutors, firefighters, science fair judges and more. Our Employees Our more than 17,000 employees work every day to fulfill our mission of being our customers lifeline. We strive to create a culture where every employee experiences engaging work, effective collaboration and is rewarded for their contributions. We are committed to ensuring that all of our employees share in the value created for our shareholders and customers. Our Business We are committed to creating products and services that save lives and keep communities safer. Our drive for continuous innovation and partnership with our customers enables them to be ready in the day-to-day moments, and in the moments that matter most. Governance & Compliance We recognize that it is important for a company to have programs in place to handle the unexpected. Since we are a company that helps create safer communities, we strongly believe in having policies that mitigate risks when something goes wrong. Environment As a mission-critical communications and telecommunications equipment provider, we have a unique operating footprint within our sector, and limited exposure to environmental risks and opportunities. However, we continue to strive to operate more sustainably. Supply Chain Motorola Solutions holds high labor and environmental standards at every stage in the supply chain. We are committed to ensuring our company and our suppliers do not use indebted labor or engage in human trafficking. We engage directly with our tier-one suppliers to assess their performance and encourage compliance with our Supplier Code of Conduct.

1 Environmental, Social and Governance ISS OualityScore OUTPERFORMERSustainalytics Overall ESG Score A MSCIESG Rating

Governance & Compliance   •  In 2019, we began reporting ESG matters to the Governance and Nominating Committee of the Board.   •  This year we introduced the Trust Center to give our customers more information about how we protect their data. For more details visit: https://www.motorolasolutions.com /en_us/about/trust-center.html   •  We have a number of critical policies that ensure we do business the right way:   ✓  Our Board of Directors Principles of Conduct   ✓  Our Code of Business Conduct   ✓  Our Supplier Code of Conduct   ✓  Ethics and Compliance Training   ✓  Anti-Bribery Training   ✓  Anti-Harassment Training   ✓  Whistleblower Protection Policy   •  We developed an Anti-Human Trafficking Statement and Compliance Plan   •  Our Audit Committee oversees ethics issues.   •  We routinely conduct internal audits on ethical standards.   •  For more information on our robust corporate governance structure, see pages 7-15.		Environment   •  We reduced water use by 8% since 2016.   •  We reduced waste production by 29% since 2016.   •  We introduced a new greenhouse gas emissions tracking tool in 2018 to report a more accurate profile of our emissions.   •  We set a target to reduce our Scope 1 and Scope 2 Greenhouse Gas Emissions by 38% by 2027.		Supply Chain   •  We are an active Responsible  Business Alliance (RBA) member, supporting the well-being of workers in the global electronics supply chain.   •  We conduct regular independent social and environmental risk management audits.   •  We conduct separate independent audits of higher risk suppliers, with report sharing via the RBA.   •  We completed 218 supplier assessments in 2019, including suppliers representing 96% of direct material supply chain spend, based on current reporting standards.   •  We promote supplier diversity by ensuring that businesses owned by women and other underrepresented groups are included in our supplier selection process.

For more information on our commitment to corporate responsibility, please see the 2018 corporate responsibility report at https://www.motorolasolutions.com/content/dam/msi/docs/about-us/cr/2018_corporate_responsibility_report_v9.pdf, the 2019 corporate responsibility report is expected to be issued in 2020

RECOMMENDATION OF THE BOARD

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE EIGHT NOMINEES NAMED HEREIN AS DIRECTORS. UNLESS OTHERWISE INDICATED ON YOUR PROXY, YOUR SHARES WILL BE VOTED FOR THE ELECTION OF SUCH EIGHT NOMINEES AS DIRECTORS.

OUR BOARD’S QUALIFICATIONS

We believe the Board should be comprised of individuals with appropriate skills and experiences to meet its board governance responsibilities and contribute effectively to the Company. Our Governance and Nominating Committee carefully considers the skills and experiences of current directors and new candidates to ensure that they meet the needs of the Company before nominating directors for election to the Board. All of our non-employee directors serve on Board committees, further supporting the Board by providing expertise to those committees. The needs of the committees also are reviewed when considering nominees to the Board. The Board has a deep working knowledge of matters common to large companies and is comprised of individuals with a mix of skills and qualifications which include:

Specific experience, qualifications, attributes or skills of our nominees are listed in the biographies above.

HOW OUR BOARD IS SELECTED AND EVALUATED

As stated in our Board Governance Guidelines, when selecting directors, the Board and the Governance and Nominating Committee review and consider many factors, including: experience in the context of the Board’s needs; leadership qualities; ability to exercise sound judgment; existing time commitments; years to retirement age; and independence from management. They also consider ethical standards and integrity. While the Company does not have a formal policy regarding diversity, gender and ethnic diversity is an essential factor considered by the Board and the Governance and Nominating Committee when selecting director nominees. The Board and the Governance and Nominating Committee recognize the importance of a Board representing diverse knowledge and experiences and strive to nominate directors with a variety of complementary skills, backgrounds and perspectives so that, as a group, the Board will possess the appropriate talent, skills, experience and expertise to oversee the Company’s businesses. The Governance and Nominating Committee annually assesses the effectiveness of its director nomination process and the Board Governance Guidelines.

The Governance and Nominating Committee will consider nominees recommended by Motorola Solutions shareholders, provided that the recommendation contains sufficient information (as required by the Company’s Bylaws), including the candidate’s qualifications, to assess the suitability of the candidate, and is timely received in accordance with the Company’s Bylaws. Shareholder-recommended candidates that comply with these procedures will receive the same consideration that other candidates receive.

The Governance and Nominating Committee considers recommendations from many sources, including members of the Board, management and search firms. From time to time, Motorola Solutions hires search firms to help identify and facilitate the screening and interview process of director candidates. In 2019, we continued our retention of Russell Reynolds to assist with this process. Russell Reynolds compiles a list of candidates, evaluates each candidate and makes recommendations to the Governance and Nominating Committee. They screen candidates based on the Board’s criteria, perform reference checks, prepare a biography of each candidate for the Governance and Nominating Committee’s review and help arrange interviews if necessary. The Governance and Nominating Committee and the Chairman of the Board will conduct interviews with candidates who meet the Board’s criteria. The Governance and Nominating Committee has full discretion in considering potential candidates and making its nominations to the Board.

HOW OUR BOARD GOVERNS THE COMPANY

We believe that the governance tone of a company is set at the top. The Board has:

We adhere to a number of good board governance practices and principles:

We maintain a strong foundation of corporate governance practices and principles:

Succession planning is important at all levels of the Company. In 2019, the Board reviewed short and long-term succession plans for the CEO and other members of management’s executive committee. When assessing possible CEO candidates, the Board identified skills and behavioral characteristics they consider a requirement for the Company’s CEO. The Board evaluates these succession plans with the overall business strategy in mind. When possible, potential leaders are introduced to the Board through presentations or separate events.

We maintain a robust compensation governance framework:

We maintain comprehensive governance of risks and corporate controls:

The Board oversees the business of the Company, including CEO and senior management performance and risk management, to assure that the long-term interests of the shareholders are being served. Each committee of the Board is also responsible for reviewing the risk exposure of the Company related to the committee’s areas of responsibility and providing input to management on such risks. Management and our Board have a robust process embedded throughout the Company to identify, analyze, manage and report all significant risks facing the Company. Our CEO and other senior managers regularly report to the Board on significant risks facing the Company, including financial, cybersecurity, operational and strategic risks. Each of the Board committees reviews

with management significant risks related to the committee’s area of responsibility and reports to the Board on such risks, which includes the Compensation and Leadership Committee’s review of Company-wide compensation-related risks and the Audit Committee’s review of financial and cybersecurity risks. While each committee is responsible for reviewing significant risks in the committee’s area of responsibility, the entire Board is regularly informed about such risks through committee reports and presentations. The oversight of specific risks by Board committees enables the entire Board to oversee risks facing the Company more effectively and develop strategic direction taking into account the effects and magnitude of such risks. The independent Board members also discuss the Company’s significant risks when they meet in executive session without management. Our audit services department has a very important role in the risk management program, providing management and the Audit Committee with an overarching and objective view of the risk management activities of the Company. Audit services identifies and conducts engagements utilizing an enterprise risk management model, with the engagements spanning financial, operational, strategic and compliance risks. The engagement results assist management in maintaining acceptable risk levels. The director of audit services reports directly to the Audit Committee as well as the Chief Financial Officer and meets regularly with the Audit Committee and its chairperson, including in executive session.

We encourage you to visit https://investors.motorolasolutions.com/GovDocs to obtain more information and view our governance documents. Amendments to the these governance documents, or waivers applicable to our directors, chief executive officer, chief financial officer or corporate controller from certain provisions of our ethical policies and ethical standards for directors and employees, will be posted on the Motorola Solutions website within four business days following the date of the amendment or waiver. There were no waivers in 2019.

OUR BOARD’S LEADERSHIP STRUCTURE

At the Annual Board meeting held in May 2011, the Board combined the roles of Chairman and Chief Executive Officer and appointed Gregory Q. Brown to serve as both Chief Executive Officer and Chairman of the Board and also appointed an independent director as Lead Independent Director. The Board reappointed Mr. Brown as Chairman of the Board and an independent director as Lead Independent Director at the Annual Board meetings held in 2012 through 2019. The Board determined that Mr. Brown’s thorough knowledge of Motorola Solutions’ business, strategy, people, operations, competition and financial position coupled with his leadership and vision made him well positioned to chair Board meetings and bring key business and stakeholder issues to the Board’s attention. Our Lead Independent Director, currently Mr. Denman, chairs the executive sessions of the Board and acts as a liaison between our Chairman and independent directors. If elected at the Annual Meeting of Shareholders, Mr. Denman will continue to serve as our Lead Independent Director.

AMENDMENT TO RETIREMENT AGE

In February of 2020, the Board amended the Board Governance Guidelines to change the director retirement age from 72 to 75.

COMMITTEES OF THE BOARD

To assist it in carrying out its duties, the Board has delegated certain authority to several committees. The Board currently has the following standing committees: (1) Audit, (2) Compensation and Leadership, (3) Governance and Nominating, and (4) Executive. The charters for each of the Audit Committee, Compensation and Leadership Committee and Governance and Nominating Committee are available on our website at https://investors.motorolasolutions.com/GovDocs. Committee membership as of December 31, 2019 (except as otherwise noted), the number of meetings of each committee during 2019, and the functions of each committee are described below:

Attendance at Board Meetings

The Board held five meetings during 2019. Overall attendance at Board and committee meetings was 96%. Each incumbent director attended 100% of the combined total meetings of the Board and the committees on which he or she served during 2019, except for one director that attended 86% and one director that attended 80% of such meetings. At the Board meetings, independent directors of the Company meet regularly in executive session without management as required by the Board Governance Guidelines and NYSE listing standards. Generally, executive sessions are held in conjunction with regularly-scheduled meetings of the Board. In 2019, the non-employee independent members of the Board met in executive session five times. In addition, Board members are expected to virtually attend the Annual Meeting as provided in the Board Governance Guidelines. All of the directors who stood for election at the 2019 Annual Meeting attended that meeting.

INDEPENDENCE

On March 12, 2020, the Board made the determination, based on the recommendation of the Governance and Nominating Committee and in accordance with our Director Independence Guidelines, that the current non-employee directors, Mr. Denman, Mr. Durban, Mr. Jones, Ms. Lewent, Mr. Mondre, Ms. Pramaggiore, Mr. Tucci, and former non-employee director Mr. Scott, were independent during the periods in 2019 and 2020 that they were members of the Board. Mr. Brown does not qualify as an independent director because he is an Executive Officer of the Company. See Motorola Solutions’ Relationship with Entities Associated with Independent Directors for further details.

Determining Independence

The Director Independence Guidelines include both the NYSE independence standards and additional independence standards the Board has adopted to determine if a relationship that a Board member has with the Company is material. We have adopted a stricter application of the NYSE independence standards requiring a look-back of four years when assessing independence in connection with a director’s (i) status as an employee of the Company, (ii) direct compensation from the Company in excess of $120,000, (iii) relationship with our internal or external auditor, and (iv) employment with a company that has made payments to, or received payments from, the Company for property or services.

A complete copy of the Director Independence Guidelines is available on the Company’s website at https://investors.motorolasolutions.com/GovDocs.

Motorola Solutions’ Relationship with Entities Associated with Independent Directors

When assessing independence, each of Ms. Pramaggiore and Mr. Scott had relationships with entities that were reviewed by the Board under independence standards covering contributions or payments to charitable or similar not-for-profit organizations. In addition, each of Mr. Denman, Mr. Durban, Mr. Jones, Ms. Lewent, Mr. Mondre, Ms. Pramaggiore, Mr. Scott, and Mr. Tucci had relationships with entities that were reviewed by the Board under independence standards covering payments to, or received from, other entities. In each case, the payments or contributions were significantly less than the NYSE independence standards or the Director Independence Guidelines adopted by the Board, or did not constitute a disqualifying event under such standards and were determined by the Board to be immaterial.

Independent Members of the Audit, Compensation and Leadership and Governance and Nominating Committees

The Board has determined that all of the current members of the Audit Committee, the Compensation and Leadership Committee and the Governance and Nominating Committee are independent within the meaning of the Director Independence Guidelines, applicable rules of the SEC and the NYSE listing standards for independence.

RELATED PERSON TRANSACTION POLICY AND PROCEDURES

The Company has established a written related person transaction policy and procedures (the “RPT Policy”) to assist it in reviewing transactions in excess of $120,000 (“Transactions”) involving the Company and its subsidiaries and Related Persons (as defined below). The RPT Policy supplements our other conflict of interest policies set forth in the Principles of Conduct for Members of the Motorola Solutions, Inc. Board of Directors, the Code of Business Conduct for employees and our other internal procedures.

For purposes of the RPT Policy, a Related Person includes directors, director nominees and executive officers of the Company since the beginning of the Company’s last fiscal year, beneficial owners of 5% or more of any class of voting securities of the Company and members of their respective immediate families. The Governance and Nominating Committee reviews all RPT Policy matters.

The RPT Policy provides that any Transaction since the beginning of the last fiscal year is to be promptly reported to the Company’s Secretary. The Secretary will assist with gathering important information about the Transaction and present the information to the Governance and Nominating Committee. The Governance and Nominating Committee will determine whether the Transaction is a Related Person Transaction and, if so, approve, ratify or reject the Related Person Transaction. In approving, ratifying or rejecting a Related Person Transaction, the Governance and Nominating Committee will consider such information as it deems important to conclude if the Transaction is fair to the Company and its subsidiaries.

During 2019, Paul Czerwinski, our CEO’s son-in-law, was employed by the Company. Mr. Czerwinski was the Director of Sales—Strategic Project Team and his total compensation in 2019 was approximately $209,758, which includes salary and bonus. Mr. Czerwinski also participated in the Company’s general welfare plans and received benefits comparable to those received by persons in similar positions within the Company. The Governance and Nominating Committee reviewed and pre-approved this relationship in 2019.

On September 5, 2019, the Company entered into an investment agreement with affiliates of Silver Lake (the “New Investment Agreement”), pursuant to which the Company issued to Silver Lake $1 billion aggregate principal amount of 1.75% senior convertible notes due 2024 (the “2024 Notes”). The New Investment Agreement provides that Silver Lake will, subject to certain conditions, continue to have rights to representation on the Board and requires that, for so long as Silver Lake has rights to nominate a director to the Board, the Company will include a Silver Lake designee on its slate of nominees for election to the Board at each of the Company’s meetings of stockholders in which directors are to be elected and to use its reasonable efforts to cause the election of such person. The New Investment Agreement also imposes certain standstill obligations and transfer restrictions on Silver Lake, and requires that during a specified period and subject to certain exceptions, Silver Lake will vote shares of the Company’s common stock beneficially owned by it in support of Company-nominated directors and otherwise in accordance with the recommendation of the Board. As of the date of this proxy statement, the outstanding aggregate principal amount of the 2024 Notes is $1 billion. On March 15, 2020, the Company paid its first interest payment on the 2024 Notes, of $9.24 million. The Company did not pay any interest on the 2024 Notes in 2019.

In connection with the New Investment Agreement, on September 5, 2019, the Company amended the existing investment agreement, dated as of August 4, 2015, by and among the Company and affiliates of Silver Lake (the “Existing Investment Agreement”) to, among other things, terminate the board nomination rights of the applicable Silver Lake funds under the Existing Investment Agreement.

On September 5, 2019, affiliates of Silver Lake who were holders of the Company’s 2.0% senior convertible notes due 2020 (the “2020 Notes”) exercised their conversion rights in respect of $600 million aggregate principal amount of the 2020 Notes. The Company settled its conversion obligation to the applicable Silver Lake affiliates by paying cash in the aggregate amount of $600 million and delivering approximately 5.5 million shares of the Company’s common stock (the “Conversion Transaction”), substantially all of which were sold by such Silver Lake affiliates in an underwritten offering that closed on September 9, 2019.

On September 5, 2019, the Company also agreed to repurchase from an affiliate of Silver Lake the remaining $200 million principal amount of the 2020 Notes for aggregate consideration of approximately $525 million in cash (the “Repurchase Transaction”).

Egon Durban and Greg Mondre are members of our Board and are Co-CEOs of Silver Lake. At the time of the New Investment Agreement, the amendment to the Existing Investment Agreement, the Conversion Transaction and the Repurchase Transaction (the “Silver Lake Transactions”), both Mr. Durban and Mr. Mondre were Managing Partners and Managing Directors of Silver Lake. Mr. Durban and Mr. Mondre recused themselves from the Board vote to approve the Silver Lake Transactions. The Governance and Nominating Committee reviewed and approved the Silver Lake Transactions in 2019.

As of February 28, 2020, Silver Lake and its affiliates beneficially owned 70 shares of the Company’s common stock which shares, if held as of the record date, would be entitled to be voted at the Annual Meeting and would be subject to the voting obligations set forth in the New Investment Agreement.

Motorola Solutions had no other Related Person Transactions in 2019.

HOW YOU CAN COMMUNICATE WITH OUR BOARD

All communications to the Board of Directors, Chairman of the Board, the non-management directors or any individual director, must be in writing and addressed to them c/o Secretary, Motorola Solutions, Inc., 500 West Monroe Street, Chicago, IL 60661 or by email to boardofdirectors@MotorolaSolutions.com. Our Secretary reviews all written communications and forwards to the Board a summary and/or copies of any such correspondence that, in the opinion of the Secretary, deals with the functions of the Board or Board committees or that she otherwise determines requires the Board’s or any Board committee’s attention.

On May 13, 2019, each then non-employee director received a DSU award of 1,327 shares of Common Stock. The number of DSUs awarded was determined by dividing $190,000 by the fair market value of a share of Common Stock on the date of grant (rounded up to the next whole number) based on the closing price on the date of grant. For a non-employee director who becomes a member of the Board of Directors after the annual grant of deferred stock units, the award will be prorated based on the number of full months to be served until the next annual meeting of shareholders ($15,833.33 per month) divided by the closing price of the Common Stock on the day of election to the Board.

Non-employee directors are not eligible to participate in the Motorola Solutions Management Deferred Compensation Plan. Motorola Solutions does not have a non-equity incentive plan or pension plan for non-employee directors. Non-employee directors do not receive any additional fees for attendance at meetings of the Board or its committees, or for additional work done on behalf of the Board or a committee. The Company also reimburses its directors and, in certain circumstances, spouses who accompany directors, for travel, lodging and related expenses they incur in attending Board and committee meetings or other meetings as requested by Motorola Solutions. Mr. Brown, who was an employee during 2019, received no additional compensation for serving on the Board.

The following table further summarizes compensation paid to the non-employee directors during 2019.

Director Stock Ownership Guidelines

Our Board stock ownership guidelines provide that non-employee directors are expected to own Common Stock with a value equivalent to at least five times the annual cash retainer fee for directors within five years after the date of joining the Board. In addition, directors are required to hold all shares paid or awarded by the Company until their termination of service. For the purposes of these guidelines, Common Stock includes deferred stock units. As of December 31, 2019, all non-employee directors were in compliance with the stock ownership guidelines.

DIRECTOR RETIREMENT PLAN AND INSURANCE COVERAGE

In 1996, the Board terminated its director retirement plan and no current non-employee directors are entitled to receive retirement benefits.

Non-employee directors are covered by insurance that provides accidental death and dismemberment coverage of $500,000 per person. The spouse of each such director is also covered by such insurance when traveling with the director on business trips for the Company. The Company pays the premiums for such insurance. The total premiums for coverage of all such non-employee directors and their spouses during the year ended December 31, 2019 were $1,162.

WHO WE ARE

Motorola Solutions is a leading global provider of mission critical communications serving more than 100,000 customers in over 100 countries. We have a rich heritage of innovation spanning more than 90 years that continues to be driven by our more than 17,000 global employees. We are committed to running our business ethically, responsibly and as a good corporate citizen to the communities in which we live and serve. All of this together helped us deliver 42% in total shareholder return in 2019. We invest in our people and policies to ensure they are each individually dedicated to maintaining these commitments.