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Oversight of Risk Management

The goal of our risk-management program is to provide reasonable assurance that a controllable risk will not have a material or significant adverse effect on Zebra. As set forth in our Corporate Governance Guidelines, the Board is responsible for the oversight of risk management. This responsibility is discharged primarily through the Audit Committee.

BOARD OF DIRECTORS
Oversees Major Risks
The Board oversees risks facing Zebra, including market, strategic, operational, reporting, security and privacy, and legal and compliance risks, as further discussed below. Further, the Board oversees risks and opportunities in connection with Zebra’s corporate social responsibility initiatives and related disclosures as further discussed in Corporate Social Responsibility on page 23. The Board’s leadership structure supports its risk oversight function by having separate independent Chair and Chief Executive Officer roles, independent Board committees, as well as the committees’ active participation in risk oversight and open communication with management. The Board’s oversight responsibility is discharged in part through the committees of the Board.
AUDIT COMMITTEE		COMPENSATION COMMITTEE		NOMINATING AND GOVERNANCE COMMITTEE
Primary Risk Oversight		Primary Risk Oversight		Primary Risk Oversight
● Oversees the Company’s risk management process and receives regular reports from internal audit. ● Oversees risk related to compliance, accounting and financial reporting, internal controls, related party transactions, information technology and cybersecurity. ● Oversees the management of the internal audit function.		● Oversees risks related to our compensation policies and practices as well as performance management and talent management processes.		● Oversees risks related to the Company’s governance practices as well as the composition of the Board and committees of the Board, director independence, Board performance and refreshment.
MANAGEMENT
Key Risk Responsibilities
Management is responsible for day-to-day risk management activities, including proactively identifying, assessing, prioritizing, managing and mitigating enterprise risks, and the Board, as set forth in our Corporate Governance Guidelines, is responsible for the oversight of risk management. Management keeps the Board informed of the Company’s material risks by providing the Board and its committees, as applicable, with reports pertaining to risk identification, management and mitigation strategies.

The Audit Committee, receives regular reports from internal audit and from a risk committee made up of management employees regarding the identification and management of risk in our businesses. The Audit Committee is also responsible for the oversight of risk specifically related to information technology. The Compensation Committee is responsible for the oversight of risk related to our compensation policies and practices.

The Audit CommitteeNominating and the CompensationGovernance Committee report regularly to the Board regarding their oversight roles, and the Board regularly discusses significant risks facing Zebra. Management categorizes identified risks for more efficient analysis as follows:

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Management identifies top risks affecting Zebra and assesses these identified risks that may be controlled by looking at the potential impact on Zebra, the likelihood of occurrence and Zebra’s level of risk exposure. Management cannot control market risks like general economic conditions, but these risks are evaluated against Zebra’s activities to manage our exposure.

Oversight of Cybersecurity and Privacy Risks

Zebra’s Audit Committee is responsible for risk oversight related to cybersecurity. In connection with this oversight, the Audit Committee monitors the quality and effectiveness of Zebra’s cybersecurity program covering security of its internal information technology systems and its products and solutions as well as Zebra’s cyber incident response plan and resources. Further, Zebra has a robust information security management system supported by a comprehensive set of policies that directly align with ISO27001 and are supported by SOC2 reports for certain parts of our business. Management also briefs the Audit Committee on cybersecurity matters quarterly and the full Board as necessary. As part of Zebra’s cybersecurity program, Zebra conducts periodic training about cybersecurity with employees and the Board. This training includes annual training on general cybersecurity concepts, along with educational opportunities that include real-life simulation and/or “tabletop exercises.” Zebra also conducts an annual privacy and security summit with key internal stakeholders that involves training and information sessions conducted by employees and by third parties. Additionally, cybersecurity and privacy considerations are a key part of our product design, and we regularly stress-test for security vulnerabilities leveraging internal and external resources.

Oversight of Risks Arising Out of Zebra’s Compensation Policies and Practices

Risks arising out of Zebra’s compensation policies and practices may, depending on the actions or behavior encouraged, be categorized as strategic, operational, financial,reporting, security and privacy or legal and compliance risks. Management conducts an annual assessment of the risks arising out of Zebra’s compensation policies and practices. Management reviewedreviews each significant element of compensation for the purpose of determining whether that element—including any related performance goals and targets—encourages identifiable risk-taking behavior and whether any identified risks could have a material adverse effect on Zebra. As part of this review, management considers whether our compensation plan isplans are designed to mitigate or cap risk, including features such as compensation caps under the Zebra Incentive Plan. In February 2018,2021, management reviewed base salaries, the 20182021 Zebra Incentive Plan and equity awards granted under the 2015 Long-Term Incentive Plan and 2018 Long-Term Incentive Plan. Based on this review, management prepared a report and discussed with the Compensation Committee its determination that our policies and practices are not reasonably likely to have a material adverse effect on Zebra.

Management and Oversight of Risks Resulting from the COVID-19 Pandemic

In addition to our regular risk management practices, in 2021, Zebra’s management continued to execute on our business continuity plans and the Board focused on overseeing risk management associated with the Company’s response to the COVID-19 pandemic. Zebra’s activities included mitigating operational, employee, health and safety, supply and logistics, economic and other risks to our business associated with COVID-19. Management formed a cross-functional team to continuously monitor COVID-19 developments, assess the impacts on Zebra’s business and provided regular briefings to the Board. Through regular briefings from management, the Board actively engaged in overseeing Zebra’s response to COVID-19 and related marketplace impacts. The Board monitored the impact on Zebra’s financial position and operations, and considered the implementation of Zebra’s business continuity plan along with the nature and adequacy of Zebra’s responses to COVID-19, including, but not limited to, health safeguards, employee wellbeing and support for our customers and other stakeholders. The Board continues to work closely with management on COVID-19 related risks and to oversee the Company’s execution of business continuity plans, return-to-office strategies and related risk mitigation strategies.

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Stockholder Engagement

Our stockholders’ insights and feedback are important elements of our Board and management’s decision-making process. Throughout the year, members of management and the Board seek stockholder feedback to obtain a better understanding of our stockholders’ views.

In 2021, we continued our robust stockholder engagement program, and members of our senior management and Chair of the Board reached out to stockholders who in the aggregate held approximately 50% of our stock outstanding. We ultimately engaged with stockholders representing approximately 22% of our outstanding stock. In these meetings, we discussed: 

In these discussions, several common themes emerged:

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Through our engagement efforts, we were able to gain valuable feedback that has helped to inform our business practices and strategic decision making. All feedback was reviewed and discussed with the Nominating and Governance Committee, and the Nominating and Governance Committee reported on such feedback to the full Board. We intend to continue our stockholder outreach program to evolve our practices to best meet the needs of the Company and its stakeholders.

Corporate Social Responsibility

At Zebra, as a responsible corporate citizen, we are committed to a sustainable business that will benefit our stakeholders. We are focused on advancing our efforts across human capital management, climate and resource conservation, with objectives that align with our business model and strategy. Additional information on our corporate social responsibility (“CSR”) initiatives is available on Zebra’s website at http://www.zebra.com under “Corporate Social Responsibility.”

CSR Governance

Our Board of Directors oversees risks and opportunities related to Zebra’s CSR initiatives as well as related disclosures. Zebra has established a cross-functional Sustainability Council with executive oversight to advance our CSR initiatives and reporting. Our Sustainability Council provides CSR program oversight, coordination of goals, and ensures accurate and centralized internal and external reporting. The Sustainability Council reports to Zebra’s Board quarterly on our CSR initiatives and related reporting. 

We are a member of the Responsible Business Alliance, formerly known as Electronic Industry Citizenship Coalition. We have ongoing programs to ensure responsible sourcing, focusing on supplier engagement, training, awareness, human capital management and conflict minerals due diligence compliance programs. Zebra performs rigorous onsite audits of our Tier I suppliers on a routine basis and Tier II suppliers on an ad hoc basis. Zebra’s supply chain team also holds regular reviews with suppliers to monitor performance.

Zebra does not have a political action committee and typically does not endorse political candidates or make political contributions. Zebra’s Code of Conduct requires that any Company contributions be pre-approved by our Chief Legal Officer, General Counsel & Corporate Secretary.

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Human Capital Management

Zebra’s human capital management initiatives aim to cultivate a high-performance culture that is inclusive and diverse and positions Zebra as the employer of choice in the communities where we work and live. Zebra’s Sustainability Council includes updates on Zebra’s human capital management initiatives and related disclosures in its quarterly CSR report to the Board, including employee inclusion and diversity, employee benefits and training, and corporate philanthropy and volunteerism. In addition, management annually reports to the Board and Compensation Committee on performance and talent management and succession planning of our senior management. 

We believe that our strong Company culture is a key enabler of our success. The values of accountability, integrity, teamwork, agility, and innovation are central to our culture and how we operate and work together. We take proactive steps to ensure that this culture continues to permeate throughout our organization. Employee engagement within the Company is consistently high with the most recent employee engagement survey results scoring above relevant benchmarks for technology companies. We prioritize communication and transparency with our employees and seek to continually enhance our processes for engagement with all levels of our workforce. 

We provide many employee development opportunities, starting with our robust onboarding process. Our Zebra Education Network, an online learning platform, offers a wide variety of learning and development resources such as formal learning courses, cross-functional development experiences as well as tools for mentoring and career shadowing. We also offer annual training and certification programs. Additionally, on an annual basis, we conduct a comprehensive talent review to assess our leadership pipeline and align on the skills we need to proactively develop employees for the future. This annual exercise is complemented by quarterly sessions with management to ensure we are making progress toward our critical talent development efforts throughout the year. 

We believe a diverse workforce and an inclusive culture foster our innovation and enhance our differentiation as an employer. We have an Inclusion & Diversity Advisory Council comprised of senior management and employees from across the organization to oversee our strategy and champion our efforts. In 2021, we continued to expand our inclusion and diversity efforts by launching our Inclusion Champions program, which is comprised of employees who help to support key inclusion and diversity objectives and act as role models for inclusive behaviors. We also launched additional inclusion and diversity learning tools and resources, including discussion forums and on-demand learning geared specifically on allyship. Further, we introduced inclusion and diversity goals for all people leaders and strongly encouraged all employees to create inclusion and diversity goals. In addition, we have a number of employee-led inclusion groups, each of which is sponsored by one or more members of our senior management. We have collaborated with some of our inclusion groups to offer structured mentorship programs to focus on developing diverse talent.

Zebra has also set aspirational program goals, striving to increase the representation of women and ethnic racial minority groups, including in leadership roles. To support these goals, we create a diverse slate of candidates wherever possible, with additional emphasis on our director level roles and above. We have also established talent acquisition partnerships with organizations that assist in attracting diverse talent to enhance our recruitment efforts and increase our access to diverse talent.

Climate

Zebra’s climate initiatives are focused on reducing carbon emissions. In our operations, we are pursuing clean energy sourcing projects and energy reduction initiatives, while collaborating with suppliers and customers to reduce carbon emissions throughout our value chain. We joined the U.S. Department of Energy’s (“DOE”) Better Climate Challenge to significantly reduce carbon emissions. Given the high degree of complexity associated with long-term climate-related risk scenario analysis, Zebra collaborated with scientists at the DOE to gain better insights and understanding of climate-related risks over the long-term. We also committed to energy intensity reduction at Zebra sites in partnership with the DOE’s Better Plants program. In addition, we joined the U.S. Environmental Protection Agency’s SmartWay program to drive best practices in reducing transportation-related carbon emissions. Zebra’s Sustainability Council includes updates on Zebra’s climate initiatives and related disclosures in its quarterly CSR report to the Board, and also informs the Board of any climate-related risks.

In furtherance of its commitment to ambitious climate action, Zebra recently joined the Science Based Targets initiative (“SBTi”), a coalition formed by the Carbon Disclosure Project (“CDP”), the United Nations Global Compact, the World Resources Institute (“WRI”) and the World Wide Fund for Nature (“WWF”) to define and promote best practices in science-based target setting and aid in the transition to the low-carbon economy. 

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Resource Conservation

Zebra’s resource conservation initiatives include, but are not limited to, sustainable product design, eco-packaging, waste reduction, and circular economy product innovation with certified refurbished devices. We have initiatives to address landfill reduction, sustainable products and packaging, as well as to evolve our circular economy offerings with certified refurbished products for reuse and rental. Zebra’s Sustainability Council includes updates on Zebra’s resource conservation initiatives and related disclosure in its quarterly CSR report to the Board, and also informs the Board of any risks related to resource conservation. 

Zebra’s Green Product Council helps to drive sustainable products and packaging initiatives. We utilize Lean Six Sigma tools to jointly develop manufacturing processes with our suppliers and drive continual improvement through smart digitization to reduce both waste and cost. For certain of our products that are eligible, we have obtained sustainability ecolabel certification for differentiating our offerings. In 2021, we also launched a cloud-connected label printer featuring compostable supply cartridges made of potato starch.

In addition, the ruggedized design of Zebra’s purpose-built enterprise-grade devices and our bundled service and security plans allow enterprise customers to extend the lifecycle of their devices, while our Circular Economy program facilitates refurbishment and reuse of our mobile computers. In 2021, the Business Intelligence Group recognized the Zebra Circular Economy Program with a Sustainability Service of the Year award.

Stock Ownership Guidelines

In May 2021, we updated our Stock Ownership Guidelines to increase the Chief Executive Officer’s multiple of pay requirement from 5x to 6x annual base salary, to remove the number of shares requirement so that stock ownership is measured as a multiple of pay, and to account for Executive Officer title changes. Zebra’s Stock Ownership Guidelines for Executive Officers and non-employee directors impose the following stock ownership requirements:

Related-Party TransactionsNon-employee directors and covered Executives have five years after becoming subject to the Stock Ownership Guidelines to satisfy the applicable threshold ownership level. Until that ownership requirement is attained, non-employee directors and covered Executives must retain 50% of their after-tax shares acquired upon exercise or vesting of an equity award. The Stock Ownership Guidelines are available on our website at http://www.zebra.com under “Investors-Governance-Governance Documents.”

In February 2022, the Compensation Committee reviewed compliance with the Stock Ownership Guidelines as of December 31, 2021 for all non-employee directors and Executive Officers. Each of Zebra’s Executive Officers and non-employee directors satisfied the applicable stock ownership level. Ms. Nelda Connors was not included in the Stock Ownership Guidelines analysis because she joined the Board after December 31, 2021.

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Related Party Transactions

In October 2019, the Audit Committee adopted a revised Related Party Transactions Policy that aligns with current best practices and tracks the language of applicable regulations. The Related Party Transactions Policy applies to any transaction arrangementwhere Zebra is a participant, the aggregate amount involved may exceed $120,000, and a related party has a direct or relationship in which Zebra and any related person are parties.indirect material interest. For this purpose, a “related person”party” is aany director, or executive officer, any beneficial owners of five percent or more of Zebra’s voting securities, and their immediate family members, as well as entities in which a director, executive officer or immediate family memberrelated party is a partner or has a 10% or greater beneficial interest, and beneficial owners of more than 5% of our common stock and their immediate family members.

interest. Zebra’s Related Party Transactions Policy is posted on http://www.zebra.com under “Investors-Governance- Governance Documents.”

Our Chief Legal Officer, General Counsel & Corporate Secretary and Audit Committee administer the Related Party Transactions Policy. Anyone seeking to engage in a potential related party transaction must provide the Chief Legal Officer, General Counsel & Corporate Secretary with all relevant information concerning the transaction. If the Chief Legal Officer, General Counsel & Corporate Secretary determines that a proposed transaction is a related-party transaction and thus is subject totriggers further review under the policy, then the Chairman of the Audit Committee or the full Audit Committee will review the proposed transaction to determine if it should be approved. The Related Party Transactions Policy, providesthe Chief Legal Officer, General Counsel & Corporate Secretary will provide all material information regarding the transaction to the Audit Committee to review and approve, ratify or disapprove. If the Audit Committee determines that the approval or ratification of the transaction should be considered by all of the disinterested members of the Board of Directors, disinterested directors would review the transaction and, if appropriate, approve or ratify it by a majority vote of disinterested directors. The Audit Committee will consider all relevant available facts and circumstances, shouldincluding:

Notwithstanding the foregoing, transactions specifically excluded by the instructions to Item 404(a) of Regulation S-K, the Securities and (vi) the terms available to unrelated third parties or to employees generally.

Exchange Commission’s related person transaction disclosure rule, are not considered related party transactions under our Related Party Transactions Policy. However, such transactions may require approval under other applicable policies.

At the end of each fiscal quarter, we conduct a related party survey that requires each director and executive officer to identify (a)(i) all related parties, which includes family members and entities in which such director, executive officer or any family member has an ownership interest or for which such director, executive officer or any family member serves as a director or officer, and (b)(ii) any transactions between Zebra and such related parties. Zebra has not been a participant in a transaction in fiscal 2021 in which any related party of Zebra had or will have a direct or indirect material interest, as contemplated by Item 404(a) of Regulation S-K.

Compliance Reporting

Zebra maintains a compliance hotline and website to provide a confidential means for employees or other interested individuals to communicate concerns to management or the Board of Directors, including concerns regarding accounting, internal controls or audit matters and compliance with laws, regulations, Company policies or the Code of Business Conduct. Our Chief Compliance Officer reports regularly to the Audit Committee on our Compliance and Ethics Program, including information about the communications received via the compliance hotline and website.

Communications with the Board

Any stockholder who would like to contact our Board of Directors may do so by writing to our Chief Legal Officer, General Counsel & Corporate Secretary at Three Overlook Point, Lincolnshire, Illinois 60069. Communications received in writing will be distributed to the appropriate members of the Board, depending on the content of the communication received.

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Proposal 1 Election of Directors

TheZebra’s Board of Directors currently consists of eightnine directors. SevenEight of our directors are independent under NASDAQNasdaq listing requirements; the eighthninth director is Zebra’s CEO. EachChief Executive Officer. The Board, based on the recommendation of the nomineesNominating and Governance Committee, nominated Nelda J. Connors, Frank B. Modruson and Michael A. Smith to stand for election at the 2022 Annual Meeting of Stockholders. Each nominee currently serves as a director of Zebra.

Zebra, including Ms. Connors who the Board elected to serve as a Class II director effective February 3, 2022 with a term to expire at the 2022 Annual Meeting.

Our Board of Directors is divided into three classes with staggered three-year terms. Every year we elect one class. We are asking stockholders to re-elect our twothree Class II directors, whose terms expire this year. If elected, Nelda J. Connors, Frank B. Modruson and Michael A. Smith will serve for a three-year term expiring at the 2022 annual meeting2025 Annual Meeting and until their successors are elected and qualified.

BothAll of the nominees have consented to stand for election and to serve if elected. However, if at the time of the annual meetingAnnual Meeting any nominee is unable or declines to serve, the individuals named in the proxythis Proxy Statement will, at the direction of the Board, of Directors, either vote for the substitute nominee or nominees recommended by the Board, or vote to allow the vacancy to remain open until filled by the Board.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF NELDA J. CONNORS, FRANK B. MODRUSON AND MICHAEL A. SMITH TO SERVE AS CLASS II DIRECTORS OF ZEBRA.

The following table sets forth information regarding the qualifications and biographical information of nominees for Class II Directorsdirectors and the remainingcontinuing directors.

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Board Composition

Zebra’s Board is composed of nine highly qualified directors whose experience, skillsets and tenure complement those of fellow Board members to create a balanced Board with diverse viewpoints and deep expertise. In addition to the personal characteristics that the Nominating and Governance Committee believes are necessary for all directors, which are described in Selecting Nominees for Class IIthe Board on page 16, the below Director Skills chart highlights certain skillsets of our director nominees and continuing directors that the Nominating and Governance Committee believes are necessary for the Board to adequately perform its oversight functions. The Nominating and Governance Committee does not assign specific weights to any of these skillsets, nor does the Director Skills chart reflect all of the attributes possessed by any one director or the Board as a whole. Further information on each director nominee’s and continuing director’s qualifications and relevant experience is provided in the individual biographical descriptions below.

Board Diversity (as of April 1, 2022)
Total Number of Directors	9
	Female	Male	Non-Binary	Did Not Disclose Gender
Gender Identity
	3	6	0	0
Demographic Background
African American or Black	1	0	0	0
Alaskan Native or Native American	0	0	0	0
Asian	0	1	0	0
Hispanic or Latinx	0	0	0	0
Native Hawaiian or Pacific Islander	0	0	0	0
White	2	5	0	0
Two or More Races or Ethnicities	0	0	0	0
LGBTQ+	0
Did Not Disclose Demographic Background	0

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Biographical Information of Zebra’s Director Nominees and Continuing Directors

The following biographical descriptions set forth certain background information about our director nominees and continuing directors, including specific professional experience and individual qualifications that led to the conclusion by our Board that such person should serve as a director of Zebra.

Nominees for Director

NELDA J. CONNORS
	Independent Class II Director Independent (Term Expires 2022) Director since:2022 Age: 56 Committees: ● Audit (Financial Expert)	Professional Highlights Ms. Connors is the Founder, Chairwoman and Chief Executive Officer of Pine Grove Holdings, LLC, a woman and minority-owned privately held investment company that acquires lower middle market companies with a high engineering and service component. Prior to founding Pine Grove Holdings, LLC in 2011, Ms. Connors served as President and Chief Executive Officer of Atkore International Inc., formerly the Electrical and Metal Products division of Tyco International, before it became privately held in 2010. Before joining Tyco, she served as Vice President at Eaton Corporation, a global electrical and automotive supplier, where she held several positions in operations, continuous improvement, and general management. In addition, Ms. Connors has held a number of executive and management positions in diversified industrial and automotive end-markets. Ms. Connors currently serves on the boards of Baker Hughes (NYSE: BKR) where she serves on the Audit and Human Capital and Compensation Committees; BorgWarner (NYSE: BWA) where she serves on the Audit Committee; and Boston Scientific (NYSE: BSX) where she serves on the Risk and Executive Compensation & Human Resources Committees. Other recent public board positions include serving as a director of Enersys (NYSE: ENS) until 2021, Echo Global Logistics (NASDAQ: ECHO) until 2020, and CNH Industrial (NYSE: CNHI) until 2020. Ms. Connors also currently serves as an independent advisor to Nissan North America, an advisor of Queen’s Gambit Growth Capital, and an advisor to Vibracoustic. Ms. Connors has been recognized by Forbes 50 Over 50 for Investment; Savoy Magazine in its Power 300 Most Influential Black Corporate Directors; Black Enterprise Magazine as one of the Top 75 Powerful Women in Business; and one of Chicago United's Business Leaders of Color. In 2021, Ms. Connors was identified through one of our director’s networks. Ms. Connors was elected by the Board upon the recommendation of the Nominating and Governance Committee after a review of a range of highly qualified candidates based on the criteria outlined under Selecting Nominees for the Board on page 16.
Director Qualifications Ms. Connors has over 25 years of valuable technical and operating experience in global manufacturing and diversified industrial companies with highly technical products and services. The Board and Audit Committee benefit from Ms. Connors’ executive leadership skills and experience in the areas of operations and financial management, sales and marketing, quality, mergers and acquisitions, engineering, risk management and business strategy. Ms. Connors’ financial acumen, including her proficiency in financial management and financial reporting processes, as well as experience serving as a member of the audit committee on other public companies’ boards, facilitates the Board’s oversight of Zebra’s accounting, internal control and auditing functions and activities. In addition, Ms. Connors’ service as a public board member and as an independent advisor also provided her with expertise in corporate governance.

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FRANK B. MODRUSON
Independent Class II Director (Term Expires 2022) Director since: 2014 Age: 59 Committees: Audit Committee		Chairman of the Board Class II Director Independent Director since:199162 Age: 64Committees: ● Audit ● Nominating and Governance	Professional Highlights Committees: Audit (Chair), Compensation, and Nominating and Governance (Chair)
Mr. Modruson has served as President of Modruson & Associates, LLC, a management consulting firm, since 2015. Mr. Modruson served from 2003 to 2014 as the Chief Information Officer at Accenture, a global leader in strategy, consulting, digital, technology and operations. As CIO, he was responsible for the information technology strategy, applications and infrastructure supporting 281,000 employees. He also chaired Accenture’s Information Technology Steering Committee and was a member of the Accenture Operating Committee and Global Leadership Council. Prior to becoming CIO, Mr. Modruson held other roles at Accenture, including Partner, for 15 years. Mr. Modruson currently serves on the Boardboard of Directorsdirectors of First Midwest Bancorp, Inc.Hy Cite Enterprises, LLC. He is also a volunteer firefighter and serves on the Boardboard of Directorsdirectors of the Lyric Opera of Chicago. Most recently, Mr. Modruson served on the board of directors of First Midwest Bancorp, Inc. (Nasdaq: FMBI) until the company was acquired in February 2022. Mr. Modruson also served on the boards of directors of Landauer Corporation (NYSE: LRD) and Forsythe Technology, Inc., both of which were acquired in 2017, as well as Taleris, a joint venture between Accenture and GE Aviation. In 2010, Mr. Modruson was elected to CIOMagazine’s CIO Hall of Fame. In addition,InfoWorld has named him to its list of Top 25 CTOs, andComputerWorld has named him one of its Premier 100 CTOs.   Director Qualifications Mr. Modruson is particularly valuable on ourModruson’s technology, strategy and consulting background has provided him with proficiency in cybersecurity and risk-mitigation practices as well as expertise in technology and innovation. The Board because of hisbenefits from Mr. Modruson’s extensive experience transforming ITinformation technology into an asset for Accenture. HisWhile serving as an executive, as a public company board member, and in other leadership roles, Mr. Modruson gained significant experience in mergers and acquisitions, business transformation, international business, risk management and corporate governance as well as operations. Mr. Modruson’s technology business transformation expertise will be indispensable as Zebra looks to expand and move into new markets.

MICHAEL A. SMITH
Chairman of the Board Independent Class II Director (Term Expires 2022) Director since: 1991 Age: 67 Committees: ● Audit (until April 22, 2022) ● Compensation ● Nominating and Governance (Chair)	Professional Highlights Mr. Smith has been Chairman of Zebra since 2007. He has substantial knowledge of Zebra and its industry, including prior service on the board of a public company in the automatic identification sector. Since 2000, he has served as Chairman and Chief Executive Officer of FireVision LLC, a private investment company he founded. Previously, Mr. Smith served in various senior investment banking and mergers &and acquisitions roles at NationsBanc Montgomery Securities and its successor entity, Banc of America Securities, LLC, BancAmerica Robertson Stephens, BA Partners, and its predecessor entity, Continental Partners Group, and Bear Stearns. Mr. Smith is a member of the Board of Directors of SRAM International Corp., a global designer, manufacturer and marketer of premium bicycle components. Mr. Smith is a Board Leadership Fellow of the National Association of Corporate Directors having completedand is also NACD Directorship Certified™. NACD’s comprehensive programDirectorship Certification™ provides a tangible assessment of study for experienceda director’s understanding of knowledge essential to effective corporate directors.governance along with a commitment to continuing education.   Director Qualifications The Board and the Committees on which Mr. Smith is particularly valuable on our Board becauseserves benefit from his decades of industry experience, his background and skills in financial services, including his proficiency in complex financial management, capital allocation and financial reporting processes, as well as his decadessubstantial knowledge of industry experience.Zebra. Mr. Smith’s extensive background, including his experience as Chairman and Chief Executive Officer of FireVision LLC and service on other companies’ boards provided Mr. Smith with experience in overseeing the development and implementation of strategic priorities and business transformations, mergers and acquisitions, international business experience, cybersecurity risk management, as well as risk management and compliance oversight. Additionally, the Board, Nominating and Governance Committee and Compensation Committee benefit from Mr. Smith’s substantial corporate governance and executive compensation experience, including his experience overseeing development plans for CEO and senior management, CEO performance evaluations, and CEO succession, conducting board and committee effectiveness assessments, reviewing board and committee composition and leadership, leading board transformation and refreshment, achieving NACD Directorship Certification, and engaging with investors. Mr. Smith offers the Board extensive knowledge in software and technology, including product development, disruptive innovation, new or business model extension, and macro or micro technology trends.

www.zebra.com

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Continuing Directors

 

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Continuing Directors

CHIRANTAN “CJ” DESAI			ANDERS GUSTAFSSON		RICHARD L. KEYSER
	Independent Class I Director (Term Expires 2021)2024) Independent Director since:2015 Age: 48 Committees: Compensation		Class III Director (Term Expires 2020) Director since:200751 Age: 58Committees: ● Committees: NoneCompensation		Class I Director (Term Expires 2021) Independent Director since:2008Professional Highlights Age: 76 Committees: Compensation (Chair) and Nominating and Governance Committee
Mr. Desai has served as ServiceNow’s Chief Operating Officer since January 2022 and is responsible for product, design, and engineering, and industries and solution sales. Mr. Desai previously served as ServiceNow’s Chief Product & Engineering Officer at ServiceNow, afrom 2016 to 2022 where he was responsible for their products, platform, technology and cloud computing company.infrastructure. From 2013 to 2016, Mr. Desai served as President of the Emerging Technologies Division at EMC. In this role,EMC, where he oversaw product management, engineering, product marketing, research and development, andthe launch of new product launches,lines and helped growthe growth of new businesses.businesses that help customers accelerate their journey to cloud computing. Prior to working at EMC, Mr. Desai was Executive Vice President of Information Management at Symantec, where he led the firm’s Information Management Group.strategy, development, technical support and delivery of Symantec’s backup and recovery, storage and availability, archiving and eDiscovery products. In this role, Mr. Desai was responsible for a $3 billion business and a team of approximately 4,000 people. Previously, Mr. Desai was responsible for the Endpoint Security and Mobility group at Symantec, where he became the go-to security expert for top enterprises. Earlier in his career, Mr. Desai built and ran offshore businesses in Bangalore, India for Oracle and Pivotal through which he developed best practices in product development and go-to-market strategy. He began his career with Oracle and was a key member of the team that launched Oracle’s first cloud services.   Director Qualifications Mr. Desai has decades of experience in the Software and Hardware industry, serving in various product development, engineering and business roles, and provides value to our Board by being a strategic thinker with an affinity for innovation. He also hasThe Board benefits from Mr. Desai’s deep expertise in software and product security andas well as his knowledge of best practices in product development and go-to-market strategy, especially for enterprise clients similar to those Zebra supports. In addition, Mr. Desai has experience in overseeing corporate cybersecurity risk management, including cybersecurity programs, incident response plans and information security and data-privacy protections. Mr. Desai has also gained experience in mergers and acquisitions, business transformation, international business as well as marketing and sales while serving as an executive and in other leadership roles.

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LINDA M. CONNLY
Independent Class III Director (Term Expires 2023) Director since: 2020 Age: 56 Committees: ● Audit	Professional Highlights Ms. Connly has served since 2020 as an Expert Partner on sales and go-to-market transformation for Bain & Company’s Commercial Excellence practice, a management consultancy that provides advice to public, private and non-profit organizations. Ms. Connly previously served at Bain & Company as a Strategic Advisor on go-to-market transformations and specializing in high velocity sales models from 2018 to 2020. In addition, Ms. Connly has served since 2018 as Chief Executive Officer of The Connly Advisory Group LLC, a consulting practice she founded that provides services to diagnose sales issues and design go-to-market models. Prior to her current roles, she was Interim Executive Vice President of Rackspace, a managed cloud computing company, where she led transformation for a $1.8 billion managed services business from 2018 to 2019. Prior to that, she held numerous roles at EMC Corporation between 2000 and 2016 including serving as SVP, EMC lead for Global Go-To-Market Integration where she led the 2015 go-to-market integration for Dell Technology and EMC, one of the largest technology mergers in history to date. She continued to serve in leadership roles at Dell Technology after the merger, including SVP, Enterprise Customer Strategy & Advocacy from 2016 to 2017 and SVP, Global Center of Competency, Infrastructure Solutions Group from 2017 to 2018. Ms. Connly serves as a board member of PortCo/Presidio, a leading North American information technology solutions provider focused on digital infrastructure, business analytics, cloud, security and emerging solutions. Most recently, Ms. Connly served as an advisor for Wasabi Technologies, a private company providing cloud storage solutions, and as a trustee at Saint Anselm College. In addition, in 2019, Ms. Connly served as an independent public director for Carbonite (Nasdaq: CARB), a cloud-based backup and security SaaS provider, until its acquisition by OpenText that year. In 2014, Ms. Connly was presented the Boston Chamber of Commerce Pinnacle Award in the category of “Achievement in Management.” In addition, she was also named by VAR Business magazine as one of the “Top 50 Most Powerful Women in Technology” and by CRN (Computer Reseller News) magazine as one of the “Top 100 Unsung Heroes.”
	Director Qualifications Ms. Connly is an operating executive, director and consultant with over 25 years of broad cross-functional experience. The Board benefits from Ms. Connly’s deep expertise in revenue acceleration, sales resource optimization, go-to-market and high velocity sales channels. Ms. Connly has valuable experience in technology and innovation, mergers and acquisitions as well as experience in overseeing the development and implementation of strategic priorities and business transformation from hardware to software and solutions. Ms. Connly’s service as a public board member has also provided her with proficiency in corporate governance. Ms. Connly’s extensive background and experience in the technology industry and go to market strategies will be valuable to Zebra as we expand into new markets and solutions.

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ANDERS GUSTAFSSON
Chief Executive Officer Class III Director (Term Expires 2023) Director since: 2007 Age: 61 Committees: ● None	Professional Highlights Mr. Gustafsson became Zebra’s Chief Executive Officer and a director in 2007. Prior to joining Zebra, Mr. Gustafsson served as Chief Executive Officer of Spirent Communications plc, a publicly-traded telecommunications company, from 2004 until 2007. At Spirent, he redirected that Company’s growth strategy, divested non-core operations, integrated historic acquisitions and streamlined the organization to realize significant cost savings. From 2000 until 2004, he was Senior Executive Vice President, Global Business Operations, of Tellabs, Inc., a communications networking company. Mr. Gustafsson’s other roles at Tellabs included President, Tellabs International; President, Global Sales; and Vice President and General Manager, Europe, Middle East and Africa. Earlier in his career, he held executive positions with Motorola, Inc. and Network Equipment Technologies, Inc. Mr. Gustafsson is a member of the Boardboard of Directorsdirectors of International Paper Company (NYSE: IP), a leading global producer of renewable fiber-based packaging, pulp and paper products. Previously, Mr. Gustafsson was a member of board of directors of Dycom Industries Inc. (NYSE: DY), a company that provides construction and specialty services to the telecommunications industry, and of International Paper Company, a leading global producer of renewable fiber-based packaging, pulp and paper products.industry. He is a member of the Technology Committee and the Immigration Committee of the Business Roundtable. He also serves as a trustee of the Shedd Aquarium.Aquarium and is a member of the Civic Committee of the Commercial Club of Chicago.   Director Qualifications Mr. Gustafsson has extensive executive level experience that allows him to bring to the Board of Directors a broad range of skills, related to our industry, including knowledge of leadership of complex organizations, corporate strategy and planning, financial controls and accounting, corporate finance, international operations, manufacturing, sales and marketing and mergers and acquisitions. In addition, Mr. Gustafsson has gained meaningful experience in technology and innovation, including in product development, disruptive innovation, new business models and business model extension, and technology trends, as well as cybersecurity risk management. While serving as a director on public company boards Mr. Gustafsson has also gained proficiency in risk management and compliance oversights, corporate governance as well as environmental, sustainability and public policy. The Board benefits from Mr. Gustafsson’s deep knowledge of Zebra’s business and industry.

RICHARD L. KEYSER

Independent Class I Director (Term Expires 2024) Director since: 2008 Age: 79 Committees: ● Compensation (Chair) ● Nominating and Governance

Professional Highlights Mr. Keyser spent much of his career at W.W. Grainger, Inc. (NYSE: GWW), an international distributor of maintenance, repair and operating supplies. He served as President and Chief Operating Officer from 1994 to 1995, Chairman and Chief Executive Officer from 1995 until 2008, Chairman from 2008 to 2009, and Chairman Emeritus from 2009 to 2010. Prior to joining Grainger in 1986, Mr. Keyser held positions at NL Industries and Cummins Engine Company. Mr. Keyser serves as a trustee of the Shedd Aquarium, a trustee of the Field Museum of Natural History, a life trustee of the North Shore University Health System, a director of the US Naval Academy Foundation, and chairmana director of the National Merit Scholarship Corporation. In addition, Mr. Keyser previously served on the board of The Principal Financial Group (Nasdaq: PFG), a global financial investment management and insurance company, and of Rohm and Haas Company, a global specialty materials company. In 2010, Mr. Keyser was honored as the National Association of Corporate Directors 2010 Public Company Director of the Year based on his unwavering commitment to integrity, informed judgment and performance.   Director Qualifications The Board benefits from Mr. Keyser hasKeyser’s decades of experience with distributor and reseller channels, the primary means by which Zebra sells its products. HisMr. Keyser gained executive level experience at Grainger in international operations, operational excellence, customer service, integrated distribution networks, marketing and sales, electronic commerce, executive compensation, strategic planning and mergers and acquisitions. Mr. Keyser also has experience in technology and innovation as well as overseeing corporate cybersecurity risk. In addition, Mr. Keyser obtained experience in corporate governance while serving as a board member of public and private organizations. Mr. Keyser’s background providesand expertise provide significant strategic and operational benefits to Zebra.

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Continuing Directors

 

ANDREW K. LUDWICK

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ROSS W. MANIRE			JANICE ROBERTS
	Independent Class IIII Director (Term Expires 2020)2024) Independent Director since:2008 Age: 73 Committees: Audit Committee		Class I Director (Term Expires 2021) Independent Director since:2003 Age: 67 Committees: Audit (Financial Expert) and Nominating and Governance Committee		Class III Director (Term Expires 2020) Independent Director since:201370 Age: 63Committees: ● Committees: CompensationAudit (Chair) (Financial Expert)
● Nominating and Governance
Mr. Ludwick has extensive experience in technology and start-up businesses, including serving as Chief Executive Officer of Bay Networks, Inc., a communications networking company, from 1994 to 1996. Before that he was Founder, President and Chief Executive Officer of SynOptics Communications, Inc., a communications networking company, from 1985 to 1994. He has been a private investor since 1997.Professional Highlights Mr. Ludwick is particularly valuable on our Board because of his extensive experience as an entrepreneur, manager and investor in technology businesses. Mr. Ludwick’s operational background provides the experience necessary to help the Board fulfill its oversight duties with regard to Audit Committee responsibilities and also to advise the Board and management on technology matters.		Mr. Manire founded ExteNet Systems, Inc., a wireless networking company, and served as its President and Chief Executive Officer from 2002 until 2018. He was President of the Enclosure Systems Division of Flextronics International, Ltd., an electronics contract manufacturer, from 2000 to 2002, and President and Chief Executive Officer of Chatham Technologies, Inc., an electronic packaging systems manufacturer that merged with Flextronics, in 2000. Prior to joining Chatham Technologies, Mr. Manire was Senior Vice President of the Carrier Systems Business Unit of 3Com Corporation, a provider of networking equipment and solutions. He served in various executive positions with U.S. Robotics from 1991 to 1997, including Chief Financial Officer, Senior Vice President of Operations, and Senior Vice President of the Network Systems Division prior to its 1997 merger with 3Com. From 1989 to 1991, Mr. Manire was a partner in Ridge Capital, a private investment company. He began his professional career at Ernst & Young, LLP, and served as a partner in the Entrepreneurial Services Group from 19831985 to 1989. Mr. Manire is currently a member of the Boardboards of Directorsdirectors of The Andersons, Inc. (Nasdaq: ANDE), a diversified business with interests in agribusiness railcarswhere he is a member of the audit committee and retailing.the chair of the compensation committee. Mr. Manire is also an operating partner at Columbia Capital, the Chairman of Vivacity LLC and is on the board of directors of Hellen Systems and Quicket Solutions, Inc.   Director Qualifications Mr. Manire has particular appreciation forbrings over 30 years of business management, finance and leadership to the challenges facing our operations due to hisBoard. His extensive background and experience as an executive officer and as a public company board member provided him with a vast skill set including experience in mergers and acquisitions, international business, operational, accountingmarketing and financial knowledgesales, technology and experience. For example,innovation, cybersecurity risk management, as well as corporate governance. Mr. Manire’s experience with electronics contract manufacturing provides important expertise with respect to Zebra’s use of contract manufacturers. Mr. Manire’srobust financial and accounting experience facilitates the Board’s oversight of Zebra’s accounting, internal control and auditing functions and activities. In addition, his outsourced manufacturing experience provides him with important expertise with respect to Zebra’s use of contract manufacturers. The Board benefits from Mr. Manire’s telecommunications industry experience and his appreciation for the challenges facing the Company’s operations due to his broad business, operational, accounting and financial knowledge and experience.

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JANICE M. ROBERTS
Independent Class III Director (Term Expires 2023) Director since: 2013 Age: 66 Committees: ● Compensation	Professional Highlights Ms. Roberts is an experienced global technology executive and venture capitalist based in Silicon Valley, where her board experience spans public, private and nonprofit organizations. She is currentlyMs. Roberts has served as a Partner at Benhamou Global Ventures where she leads(BGV) since 2014; an early stage enterprise and “cross-border” investments and holds advisory and board positions with portfolio companies. Ms. Roberts currently serves onglobal investor in companies that lead the boardsdigital transformation of NETGEAR, Inc. (NASDAQ: NTGR), RealNetworks, Inc. (NASDAQ: RNWK) and Zynga Inc. (NASDAQ: ZNGA) and was most recently a director of ARM Holdings Plc until its acquisition by the SoftBank Group in 2016.enterprises. From 2000 to 2013, Ms. Roberts served as Managing Director of Mayfield Fund, where she continued as a venture advisor until 2014; investing in wireless, mobile, enterprise and consumer technology companies. FromFollowing the acquisition of BICC Data Networks Ltd, where she was Managing Director, from 1992 to 2000, Ms. Roberts was employed by 3Com Corporation (which was later acquired by Hewlett Packard), where she held various executive positions, including Senior Vice President of Global Marketing and Business Development, President of 3Com Ventures, and President of the Palm Computing Business Unit. She Ms. Roberts currently serves on the boards of NETGEAR, Inc. (Nasdaq: NTGR), where she serves on the Audit, Compensation and Subscription Service Strategy Committees, and Zynga Inc. (Nasdaq: ZNGA), where she is Lead Independent Director and Chair of the Compensation Committee. Other recent public board positions include serving as a director of RealNetworks, Inc. (Nasdaq: RNWK) for nearly 10 years, until 2020, and ARM Holdings Plc until its acquisition by the SoftBank Group in 2016. Ms. Roberts is also on the board of GBx Global.org, a technology community connecting British entrepreneurs to the San Francisco Bay Area, and she serves on the advisory board of Illuminate VenturesVentures. Ms. Roberts previously served on the Board of Light Blue Optics Ltd. (dba Kaptivo), a developer of collaboration solutions, from 2017 to 2020, and is Co-Chairwas a Board Director and President of GBx Global.org, a curated network of British entrepreneurs and senior technology executives in the San Francisco Bay Area.Ronald McDonald House at Stanford from 2011 to 2017.
	Director Qualifications Ms. Roberts holds a Bachelorhas almost four decades of Commerce degree (honors) fromglobal technology operating and venture capital experience, including over 25 years in Silicon Valley. She has held executive roles in Europe and the University of Birmingham in the U.K. US, including marketing, sales, business development, mergers, acquisitions and general management, all with global responsibilities. Ms. Roberts is entrepreneurial, product and customer-centric with expertise across multiple product areas and sectors including networking, communications and mobile solutions, software, services, semiconductors and applications, spanning enterprise, small business, service providers and consumer markets. She has a proven track record of success, leadership, execution and innovation in diverse organizations, environments, industries and cultures. Ms. Roberts currently balances a diverse board portfolio of technology growth companies with early stage investing in innovative new businesses. This is particularly valuablerelevant to Zebra as it continues to transition to more digital, software and service and intelligent automation business opportunities. Ms. Roberts also has considerable board governance experience and capabilities with public, private and non-profit organizations in North America, Europe and Asia, especially relating to compensation (developing significant new executive programs), and most recently leading special litigation work and diversity and inclusion initiatives. She has worked across all committees, currently serving as Chair Compensation Committee, Lead Independent Director and serving on our Board because of her extensive experience with technology companiesaudit compensation and venture deals and her work on a variety of other boards. Her expertise is important as Zebra expands into additional technological spheres, including the Internet of Things.strategy committees.

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Committeesof the Board

Our business is managed under the direction of our Board of Directors, which is kept advised of Zebra’s business through regular and special meetings of the Board and its committees, written reports and analyses, and discussions with the CEOChief Executive Officer and other officers.

During 2018, our Board met seven times. All directors attended 75 percent or more of the meetings of our Board and the standing committees on which they served in 2018. Barring unforeseen circumstances, Zebra expects all directors to attend the annual meeting of our stockholders. The full Board attended the 2018 Annual Meeting.

employees.

Our Board has three standing committees — the Audit Committee, the Compensation Committee and the Nominating and Governance Committee — each of which is composed entirely of independent directors. Each of the standing committees operates pursuant to a written charter, which sets forth the committee’s authority, duties and responsibilities. The committees periodically review the adequacy of their respective charters, all of which are available on Zebra’s website athttp://www.zebra.comunder “About Zebra-Investor Relations-Governance-Governance“Investors-Governance-Governance Documents.”

The Audit Committee, Compensation Committee and Nominating and Governance Committee report regularly to the Board regarding their oversight roles, as further described below. Further, the Board oversees risks and opportunities in connection with Zebra’s corporate social responsibility initiatives and related disclosures as further discussed in Corporate Social Responsibility on page 23.

 

Audit Committee

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Audit Committee Members: Ross W. Manire (Chair) Linda M. Connly Nelda J. Connors (member as of February 3, 2022) Frank B. Modruson Andrew K. LudwickMichael A. Smith (member until April 22, 2022)   Meetings in 2018:2021: 6 7

The Audit Committee assists the Board in fulfilling its oversight functions with respect to matters involving financial reporting, independent and internal audit processes, disclosure controls and procedures, internal control over accounting and financial reporting, related-party transactions, risk management, and risk management.Zebra’s compliance with legal and regulatory requirements. In particular, the Audit Committee is responsible for: ● overseeing the integrity of Zebra’s financial statements and internal controls over financial reporting; ● overseeing the implementation of new accounting standards and any material changes in the accounting principles or practices used in preparing our financial statements; ● appointing, retaining, compensating, evaluating, and terminating, when appropriate, and reviewing the independence of our independent auditor; ● approving all auditing services and permitted non-audit services to be provided to Zebra by our independent auditor; ● reviewing and discussing with management and the independent auditor Zebra’s annual and quarterly financial statements; ● communicating with the independent auditor on matters related to the conduct of the audit and on critical audit matters; ● overseeing our internal audit function; ● overseeing, and with management’s recommendations establishing, procedures for (i) the confidential, anonymous receipt, retention and treatment of complaints received by Zebra regarding accounting, internal accounting or financial controls, or auditing matters, and (ii) the confidential, anonymous submission by employees of Zebra of concerns regarding questionable accounting, financial or auditing matters; ● establishing Zebra’s Compliance Committee, and reviewing our Compliance & Ethics Program, including Zebra’s Code of Conduct; ● reviewing and evaluating Zebra’s cybersecurity, disaster recovery and business continuity programs; ● reviewing and approving related party transactions and conflicts of interest questions between Board members or senior management and Zebra; and ● discussing policies and procedures with respect to risk assessment and risk management.   The Audit Committee has the authority to engage and determine funding for outside legal, accounting or other advisors. Our Board has determined that each member of the Audit Committee meets the independence requirements under NASDAQNasdaq listing rules and rules of the Securities and Exchange Commission, and that Ms. Connors and Mr. Manire is anare “audit committee financial expert”experts” as defined under SECSecurities and Exchange Commission regulations. In addition, as required by NASDAQNasdaq listing rules, no member of the Audit Committee has participated in the preparation of financial statements of Zebra or any current subsidiary of Zebra within the past three years, andyears. Ms. Connors has attained “financial sophistication” due to her background as a Chief Executive Officer. Mr. Manire has attained “financial sophistication” due to his background as a CEOChief Executive Officer and Chief Financial Officer. Ms. Connors was elected to the Board and appointed to the Audit Committee effective February 3, 2022. While Ms. Connors transitions into her new role as a director and as a CFO.member of the Audit Committee, Ms. Linda Connly and Messrs. Ross Manire (Chair of the Audit Committee), Frank Modruson, and Michael Smith will remain members of the Audit Committee. In furtherance of our Board refreshment practices, Mr. Smith will leave the Audit Committee on April 22, 2022.

 

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Compensation Committee Members: Richard L. Keyser (chair)(Chair) Chirantan Desai Janice M. Roberts Michael A. Smith Janice Roberts   Meetings in 2018:2021: 5

The Compensation Committee assists the Board with its responsibilities regarding the compensation of our executive officersExecutive Officers and non-employee directors by: ● generally overseeing Zebra’s compensation and benefit programs and overall compensation governance; ● reviewing our total rewardscompensation philosophy, and Zebra’s implementation of that philosophy, annually to ensure the components align with Zebra’s strategic objectives; ● reviewing and discussing with management the objectives;Compensation Discussion and Analysis; ● overseeing the administration of Zebra’s short-term and long-term compensation plans as well as benefits; ● establishing and reviewing policies and procedures for the grant of equity-based awards under Zebra’s compensation plans; ● overseeing Zebra’s Clawback Policy; ● determining (or with respect to the CEO,Chief Executive Officer, recommending to the Board) the total compensation and terms of employment for executive officers;Executive Officers, including establishing performance objectives for the Chief Executive Officer; ● approving Zebra’s peer group for market-competitive compensation purposes; ● overseeing Zebra’s Stock Ownership Guidelines for the non-employee directors and executive officers;Executive Officers; ● overseeing Zebra’s performance management and talent management processes; ● recommending to the Board the compensation of non-employee directors; ● seeking the counsel of our management team, an independent compensation consultant and other advisors as needed; and ● using a sound corporate governance approach that balances an appropriate level of risk tolerance with a total rewardscompensation philosophy. Willis Towers Watson served in 2018 as the Compensation Committee’s independent executive compensation consultant.consultant in 2021. The role of Willis Towers Watson in determining executive compensation is described below under “CompensationCompensation Discussion and Analysis — Overview of Our Executive Compensation Program.”Program, beginning on page 46.

Nominating and Governance Committee Members: Michael A. Smith (chair)(Chair) Richard L. Keyser Ross W. Manire Frank B. Modruson   Meetings in 2018:2021: 34

The Nominating and Governance Committee has three primary responsibilities: ● assistingassists the Board in dischargingwith its responsibilities relatingregarding the Company’s corporate governance practices, Board and committee composition as well as Board performance and refreshment by: ● overseeing, and advising the Board on, matters of corporate governance, including reviewing and recommending to the Board, where appropriate, revisions to Zebra’s governance;corporate governance practices and policies; ● ● confirmingreviewing and recommending to the Board the independence of our non-employee directors; ● overseeing the self-evaluations of the Board and the committees of the Board, and monitoring the self-evaluations of the individual directors, which are coordinated by the Chair of the Board; ● making recommendations to the Board regarding size, members, chairs and functions of the committees of the Board; ● identifying individuals qualified to serve on the Board and recommending director nominees.nominees for election and re-election; ● establishing criteria for Board membership, taking into consideration Zebra’s strategic objectives and needs; ● assisting the Board in overseeing engagement efforts with stockholders; and ● overseeing the onboarding of new directors and continuing director education. The Nominating and Governance Committee has the authority to retain a search firm to identify director candidates and to engage outside legal counsel or other advisors.advisors as needed.

 

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DirectorCompensation

Market Comparison

Zebra’s director compensation program is designed to attract and retain highly qualified non-employee directors. The annual compensation for our non-employee directors consists of both cash to compensate directors for their services on the Board of Directors and its committees, and equity to align the interests of our directors with those of our stockholders. Decisions regarding our non-employee director compensation are approved by the full Board based on the recommendations of the Compensation Committee. In making such recommendation, the Compensation Committee takes into consideration market data and whether such recommendation aligns with the interests of our stockholders. The Compensation Committee annually reviews non-employee director compensation with Willis Towers Watson, our independent compensation consultant.

In November 2017,October 2020, the Compensation Committee reviewed market data on both non-employee director compensation and the financial performance of the peer group as well as general industry data and high-technology industry data for companies similar to Zebra. (For more information on the peer group, see “CompensationCompensation Discussion and Analysis — Overview of Our Executive Compensation Program.”) Using this data,Approach, beginning on page 48). In addition, the Compensation Committee confirmed that the 2018 total mix of compensation for the non-employee directors are below the level compared to the market, as shown below.

The Compensation Committee also reviewed the data on the cash compensation awarded to the chairs and members of the Board’s standing committees. Based onUsing this data, shown below,the Compensation Committee confirmed that the 2021 total mix of compensation for the non-employee directors is aligned with the market, and the Board decided not to adjust our non-employee director compensation for 2018.2021.

 

 

 

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Elements of Director Compensation

Our non-employee director compensation for 20182021 was awarded in a combination of cash and equity, as shown below.

Annual cash retainer		● $80,000 for all non-employee directors other than the ChairmanChair of the Board – an increase from $60,000 in 2017
Annual cash retainer for the Chairman of the Board		● $155,000 – an increase from $110,000 in 2017
Annual equity retainer		● Target grant date fair value of $175,000$200,000 for all non-employee directors ● Awarded in the form of fully-vested common stock
Annual cash retainer for committee chairs		● $25,000 for the Compensation Committee Chair ● $25,000 for the Audit Committee Chair ● $10,000 for the Nominating and Governance Committee Chair
Annual cash retainer for non- chairnon-chair committee members		● $15,000 for each Compensation Committee member ● $15,000 for each Audit Committee member ● $7,500 for each Nominating and Governance Committee member
Additional meeting fees		● $2,000 for each in-person Board meeting in excess of five in-person Board meetings per year ● $1,000 for each telephonic Board meeting in excess of two telephonic Board meetings per year ● $1,500 for the Chair and $1,000 for other committee members for each in-person committee meeting in excess of five in-person committee meetings per year, with no additional fee for telephonic committee meetings

Non-employee directors may participate in our non-qualified deferred compensation plan and our group medical and dental plans, and they are reimbursed for expenses incurred in attending Board and committee meetings. Mr. Gustafsson does not receive additional compensation for his service as a director.

20182021 Non-Employee Director Compensation

In May 2018,2021, the Compensation Committee approved annual equity grants for each of the seven non-employee directors. These awards had a targeted value of $175,000,$200,000 and were awarded in the form of 1,140411 shares of fully-vested common stock for each non-employee director.

The following table provides information regarding the compensation of our non-employee directors for 2018.2021.

	Fees Earned or	Stock	All other
Name	Paid in Cash ($)	Awards ($)(1)	Compensation ($)	Total ($)	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)	All Other Compensation ($)	Total ($)
Linda M. Connly					97,000	200,046	0	297,046
Chirantan Desai	95,000	175,138	0	270,138	97,000	200,046	0	297,046
Richard L. Keyser	112,500	175,138	0	287,638	114,500	200,046	0	314,546
Andrew K. Ludwick	95,000	175,138	0	270,138
Ross W. Manire	102,500	175,138	0	277,638	114,500	200,046	0	314,546
Frank B. Modruson	95,000	175,138	0	270,138	104,500	200,046	0	304,546
Janice Roberts	95,000	175,138	0	270,138
Janice M. Roberts					97,000	200,046	0	297,046
Michael A. Smith	205,000	175,138	0	380,138	197,000	200,046	0	397,046
(1) The amounts in the table represent the aggregate grant date fair value for these awards computed in accordance with Financial Accounting Standards Codification 718, Compensation — Stock Compensation. Please see Note 15, “Share-Based Compensation,” of Zebra’s consolidated financial statements included in Zebra’s Annual Report on Form 10-K for the year ended December 31, 2021, for a discussion of assumptions made in calculating the grant date fair value of these awards.					(1) The amounts in the table represent the aggregate grant date fair value for these awards computed in accordance with Financial Accounting Standards Codification 718, Compensation — Stock Compensation. Please see Note 15, “Share-Based Compensation,” of Zebra’s consolidated financial statements included in Zebra’s Annual Report on Form 10-K for the year ended December 31, 2021, for a discussion of assumptions made in calculating the grant date fair value of these awards.

(1)

The amounts in the table represent the aggregate grant date fair value for these awards computed in accordance with Financial Accounting Standards Codification 718, Compensation – Stock Compensation. Please see Note 13, “Share-Based Compensation,” of Zebra’s consolidated financial statements included in Zebra’s Annual Report on Form 10-K for the year ended December 31, 2018, for a discussion of assumptions made in calculating the grant date fair value of these awards.

 

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CompensationCommittee Report

 

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Compensation Committee Report

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis set forth below. Based on that review and discussion, the Compensation Committee has recommended to Zebra’s Board of Directors that the Compensation Discussion and Analysis be included in this proxy statementProxy Statement and incorporated by reference in Zebra’s Annual Report on Form 10-K for the year ended December 31, 2018.2021.

Compensation Committee   Richard L. Keyser, Chair Chirantan “CJ” Desai Janice M. Roberts Michael A. Smith   Zebra TechnologiesCorporation |❘ 20192022Proxy Statement 2141 Back to Contents Back to Contents CompensationDiscussion and Analysis Executive Summary Our Compensation Discussion and Analysis (“CD&A”) focuses on the following:   Page Reference Overview of Our Executive Compensation Program ● ●Compensation Components ● ●Pay-for-Performance and At-Risk Compensation ● ●Role of Our Compensation Committee ● Say-on-Pay ● Role of the Independent Compensation Consultant 23 46 Our Compensation Approach ● How We Establish the Peer Group 25 Key Compensation Decisions in 2018 ● ●  2018 Base Salaries ●  2018 Annual Cash Incentive Awards ●  2018 Long-Term Equity Incentive Awards ●How 20182021 Compensation for the Named Executive Officers Compares to the Peer Group 26 48 Key Compensation Decisions in 2021 ● 2021 Base Salaries ● 2021 Annual Cash Incentive Awards ● 2021 Long-Term Equity Incentive Awards 49 Restricted Stock that Vested in 20182021 ● ●Performance-Vested Restricted Stock ● ●Time-Vested Restricted Stock 31 55 Stockholders Approve Compensation of Zebra’s Named Executive Officers (Say on Pay) Employee Benefits 32 57 Employee Benefits 32 Our Executive Officer Employment Agreements 33 57 Named Executive Officers This CD&A discusses the compensation of the following individuals, who are referred to as our Named Executive Officers: ANDERS GUSTAFSSON Chief Executive Officer NATHAN WINTERS Chief Financial Officer WILLIAM BURNS Chief Product & Solutions Officer JOACHIM HEEL Chief Revenue Officer CRISTEN KOGL Chief Legal Officer, General Counsel & Corporate Secretary   ANDERS GUSTAFSSON Zebra Technologies Corporation ❘ 2022 Proxy Statement Chief Executive Officer 42 Back to Contents 2021 Highlights and Performance 2021 Business Highlights Business Performance Acquisitions and Solutions Launches Sustainability Human Capital Management WILLIAM BURNS ✔ Record net sales of $5,627 million, diluted earnings per share of $15.52, and net cash provided by operating activities of $1,069 million ✔ Acquired Fetch Robotics, expanding our automation solutions offerings Senior Vice President, Chief Product ✔ Formally committed to pursue Science-Based Targets for 2030 in line with the Paris Climate Accord goal ✔ Published 2020 EEO-1 data and Solutions Officercommitted to increase the representation of women and ethnic and racial minority groups JOACHIM HEEL ✔ 54.9% share price increase, significantly outperforming both the S&P 500 and S&P 500 Information Technology indexes ✔ Acquired antuit.ai, a provider of artificial intelligence powered demand forecasting solutions for retailers and consumer packaged goods companies Senior Vice President, Global Sales ✔ Published 2020 Sustainability Accounting Standards Board (SASB) report and 2021 Carbon Disclosure Project (CDP) report ✔ Named a top workplace by a number of organizations in 2021, including Forbes, Chicago Tribune, ComputerWorld and Long Island Press among others OLIVIER LEONETTI ✔ Added approximately 700 patents and patent applications, bringing the patent portfolio to over 6,000 patents and patent applications worldwide ✔ Launched our first fixed industrial scanning and machine vision solutions and acquired Adaptive Vision to advance our offering Chief Financial Officer MICHAEL TERZICH ✔ Recognized for strong ESG practices including the Sustainability Service of the Year award from the Business Intelligence Group for our Circular Economy Program, and a Green Supply Chain Award from Supply & Demand Chain Executive Senior Vice President, Chief Administrative Officer ✔ Executive leadership sponsored eight employee-led inclusion groups for women, various ethnicities, LGBTQ+, veterans, employees advocating for accessibility for people of all abilities, and a group geared towards Millennial and Gen Z early career professionals   Zebra Technologies Corporation ❘ 2022 Proxy Statement 43 Back to Contents * $100 invested on 12/31/16 in stock or index, including reinvestment of dividends. Fiscal year ending December 31. Copyright© 2022 Standard and Poor’s, a division of S&P Global. All rights reserved. Value at each year-end of $100 initial investment made on December 31, 2016     12/16   12/17   12/18   12/19   12/20   12/21 Zebra Technologies Corporation $ 100.00 $ 121.04 $ 185.67 $ 297.85 $ 448.15 $ 694.03 S&P 500 $ 100.00 $ 121.83 $ 116.49 $ 153.17 $ 181.35 $ 233.41 S&P 500 Information Technology $ 100.00 $ 138.83 $ 138.43 $ 208.05 $ 299.37 $ 402.73 The stock price performance included in this graph is not necessarily indicative of future stock price performance. 2021 Compensation Highlights ● Our 2021 Zebra Incentive Plan (“2021 ZIP”), which is our annual cash incentive plan, assessed performance against full year consolidated net sales, adjusted EBITDA and Enterprise Asset Intelligence (“EAI”) Index goals. No individual adjustments were applied in 2021, and financial performance resulted in payments of 179.8% of target for all Named Executive Officers. ● Reflecting the feedback of our stockholders, our Compensation Committee decided to increase the mix of performance-vested restricted stock to 60% of equity awarded to Executive Officers in our long-term equity compensation program. Time-vested restricted stock continues to account for 40% of the mix. ● Performance-vested restricted stock for which the performance period concluded December 31, 2021 were earned at 180% of target as a result of net sales growth and adjusted EBITDA margin achievement. Zebra Technologies Corporation ❘ 2022 Proxy Statement 44 Back to Contents Compensation Governance Practices Zebra’s compensation philosophy includes the following objectives: ● Increasing stockholder value through long-term stock price growth; ● Maximizing Zebra’s financial performance; ● Facilitating the delivery of the highest quality goods, services and solutions to our customers; ● Encouraging our employees to take actions that balance short-term achievements with long-term success without excessive risk; ● Motivating behavior to attain Zebra’s objectives; and ● Attracting, retaining, developing and rewarding employees who contribute to our success. On an on-goingongoing basis, our Compensation Committee reviews whether the Company’s compensation governance practices support the Company’s executive compensation philosophies and objectives,philosophy, as shown above and further demonstrated in the table below, and are aligned with stockholder interests. The Compensation Committee determined that the Company’s executive compensation philosophies, objectivesphilosophy and elementscomponents continued to be appropriate. AsStockholders continue to be supportive of our compensation structure and its alignment of pay with performance. This was conveyed by 87.77% of votes cast at Zebra’s 2021 Annual Meeting in support of say-on-pay. Further, as part of thisour stockholder engagement program, members of our senior management and Board engaged with our stockholders to understand their views on our compensation structure and its alignment with our strategy (see Stockholder Engagement on page 22 for additional information). Based on feedback from our stockholders and following our annual review of all components of the compensation program, our Compensation Committee considersincreased the resultspercentage of performance-vested restricted stock to 60% of equity awarded to Executive Officers in our long-term equity compensation program as further discussed in 2021 Long-Term Equity Incentive Awards on page 53. Our Compensation Committee believes that the current structure of our annual say-on-pay vote that received approval by 96.79% ofcompensation program adequately aligns compensation with stockholders’ long-term interests, balancing profitability, growth and the votes cast for Zebra’s say-on-pay vote atability to attract and retain talent, and therefore maintained our 2018 annual meeting. The Compensation Committee did not make any changesoverall program structure in the Company’s executive compensation program.2021.   www.zebra.com    Zebra TechnologiesCorporation  |  2019Proxy Statement   22 Back to Contents WHAT WE DO WHAT WE DON’T DO ✔ A significant portion of targeted executive pay is at-risk because it is based on performance and ultimately may not be earned and paid out ✘    We expressly forbid option and SARstock appreciation rights repricing without stockholder approval ✔ We align compensation with stockholder interests by linking incentive compensation to Zebra’s overall performance ✘ We expressly forbid exchanges of underwater options or SARsstock appreciation rights for cash ✔ We target executivereview competitive compensation at the median of our benchmarks, including our peer group,data and compensate based on executive’sindividual performance when determining each Section 16 Officer’s compensation ✘ We do not provide significant perquisites ✔ We have robust stock ownership guidelinesStock Ownership Guidelines for our Named ExecutiveSection 16 Officers and non-employee directors ✘ We do not guarantee salary increases or non-performance-based bonuses ✔ We require Named ExecutiveSection 16 Officers and non-employee directors to retain 50% of vested equity awards or exercisedexercisable stock appreciation rights until share ownership guidelinesStock Ownership Guidelines are met ✘ We do not offer excise tax gross-ups, except for our employment agreement with our Chief Executive Officer, which was entered into in 2007 ✔ We consider, and attempt to mitigate, risk in our compensation program ✘ Our Insider Trading Policy expressly prohibits hedging, pledging and short selling Zebra securities ✔ We use an independent compensation consultant ✔ We have “double-trigger” accelerated vesting of equity awards, which requires both a change in control and an involuntary termination ✔ We conduct an annual talent management review, including succession planning ✔ We have a Clawback Policy applicable to all Section 16 Officers   Zebra Technologies Corporation ❘ 2022 Proxy Statement 45 Back to Contents Overview of Our Executive Compensation Program Compensation Components Our executive compensation program includes fourthree components: base salary, annual incentive and long-term equity incentive, and employee benefits.incentive. Each component serves a particular purpose, so each is considered independently, but the fourthree components combined provide a holistic total executive compensation approach. The Compensation Committee does not follow a pre-established formula to allocate total compensation among the various pay components. For 2018,2021, the Compensation Committee determined each Named Executive Officer’s compensation level by reviewing market data for each individual compensation component. Base salary, annual incentive, and long-term equity incentive, and total compensation for our Named Executive Officers are targeted atcompared to market median when target performance goals are achieved. (For more informationdata as further discussed in Our Compensation Approach on market comparisons, see “Our Compensation Approach” below.)page 48. Actual compensation awarded varies based upon the attainment of financial and individual performance goals, as well as each executive’sExecutive’s position, responsibilities and overall experience. (ForFor more information on individual performance goals, see “PerformancePerformance Management Process and Individual Adjustments” below.)Adjustments on page 52. We award superioralign pay with performance, paying above target when Zebra surpasses target performance goals or an executive’sExecutive’s individual performance exceeds expectations.   Zebra TechnologiesCorporation  |  2019Proxy Statement   23 Back to Contents The following table describes the purpose of each compensation component and how that component is related to our pay-for-performance approach and budget. Compensation Component Purpose of Compensation Component Compensation Component in Relation to Performance Base salary To attract and retain executivesExecutives by compensating them for the primary functions and responsibilities of the position. Aligned Benchmark to peer group benchmarking; any base salary increase thatgroup; an executive receives depends upon theExecutive’s individual performance and the executive’s displayed skills and competencies.competencies are taken into consideration when determining base salary. Annual cash incentive awards To attract, retain, motivate and reward executivesExecutives for achieving or surpassing key target performance goals at the company,Company, business unit and individual level. Financial Benchmark to peer group; financial and individual performance determines the actual amount of the executive’sExecutive’s annual cash incentive award. Long-term equity awards To attract, retain, motivate and reward top talent to increase stockholder value. Aligned Benchmark to peer group benchmarking;group; an executive’sExecutive’s past performance and future potentialcontribution to long-term strategy determine the amount of equity granted. Employee benefits To attract and retain executives by providing competitive health, welfare and retirement benefits packages in order to maintain their overall health. Established within the overall employee benefit budget.   The objectives of Zebra’s executive compensation approach include:   ● Increasing stockholder value through long-term stock price growth; ●Zebra Technologies Corporation ❘ 2022 Proxy Statement Maximizing Zebra’s financial performance; ● Facilitating the delivery of the highest quality goods and services to our customers; ● Encouraging our employees to take actions that balance short-term achievements with long-term success without excessive risk; ● Motivating behavior to attain Zebra’s objectives; and ● Attracting, retaining and rewarding the highest performing employees who contribute to our success.   46 Back to Contents Pay-for-Performance and At-Risk Compensation Our executive officersExecutive Officers are responsible for achievingdriving the Company’s achievement of its long-term strategic goals, and their compensation is weighted toward rewarding long-term value creation for stockholders. Our emphasis on creating long-term stockholder value is best illustrated in the following charts, which show that target long-term equity compensation accounts for the largest percentage of the Named Executive Officers’ overall compensation for 2018.2021. In addition, a majority of the Named Executive Officers’ compensation — consisting of long-term equity and short-term incentive compensation combined — is performance-based or “at risk.”   www.zebra.com    Zebra TechnologiesCorporation  |  2019Proxy Statement   24 Back to Contents Role of Our Compensation Committee The Compensation Committee consists entirely of independent directors, none of whom have ever been employed by Zebra. As further described above under “CommitteesCommittees of the Board” on page 36, the Compensation Committee assists the Board by overseeing Zebra’s compensation and benefit programs, particularly as those programs apply to our Named Executive Officers and non-employee directors. With input from the CEO,Chief Executive Officer, the Compensation Committee makes final decisions regarding all aspects of compensation for our Named Executive Officers other than the CEO.Chief Executive Officer. The Compensation Committee recommends a compensation package and the related performance targets for the CEOChief Executive Officer for final approval by all of the independent directors. Say-on-Pay Zebra holds an annual stockholder advisory vote on the compensation of our Named Executive Officers. At our 2021 Annual Meeting, the say-on-pay proposal regarding 2020 compensation was approved by 87.77% of the votes cast. Members of management and the Board seek stockholder feedback on compensation related topics to obtain a better understanding of our stockholders’ views of our compensation practices. For more information on our stockholder engagement program, see Stockholder Engagement on page 22. After considering a number of factors, including the outcome of the say-on-pay vote and stockholder feedback regarding our compensation structure and its alignment with our strategy, the Compensation Committee increased the percentage of performance-vested restricted stock awards to 60% of equity awarded in our long-term equity compensation program as further discussed in 2021 Long-Term Equity Incentive Awards on page 53. Our Board, Compensation Committee and Executive Officers regularly consider changes to our total compensation program to ensure it remains aligned with Zebra’s business strategy and stockholder expectations. Role of the Independent Compensation Consultant The Compensation Committee engaged Willis Towers Watson (WTW)(“WTW”) as its independent executive compensation consultant for 2018.2021. In that capacity, WTW provided competitive peer group and executive compensation data, analysis and guidance to help the Compensation Committee: ● establish a peer group; ● use benchmark compensation surveys; ● set Executive Officer and non-employee director compensation; ● develop the design of our executive compensation program; and ● review performance and determine payouts with respect to performance-based awards.   ● establish a peer group; ●Zebra Technologies Corporation ❘ 2022 Proxy Statement use benchmark compensation surveys; ● develop the design of our executive compensation program; ● set executive officer and non-employee director compensation; and ● review performance and determine payouts with respect to performance-based awards.47 Back to Contents The Compensation Committee annually assesses WTW’s independence pursuant to relevant SECSecurities and NASDAQExchange Commission and Nasdaq rules. To that end, the Compensation Committee received a letter from WTW addressing the firm’sWTW’s independence and concluded that no conflict of interest exists that would prevent WTW from providing independent advice. Our Compensation Approach In designing and implementing our total compensation program for 2018, we were2021, the Compensation Committee was guided primarily by market compensation data of a peer group of comparable publicly-traded companiesmarket data as well as market data from technology industry surveys and from broad-based surveys.surveys provided by WTW. How We Establish the Peer Group In August 2017,July 2020, the Compensation Committee asked WTW the committee’s independent compensation consultant, to review Zebra’s peer group and to make recommendations regarding changes. In response, WTW compiled data on the financial performanceand business characteristics (as further described below) of eighteen publicly-tradedpublicly traded companies WTW viewed as comparable to Zebra, including all of the companies in the peer group used for 20172020 executive compensation. In compiling the recommended peer group, WTW usedfirst determined the universe of potential peers using the following methodology:criteria: ● Industry Classification Research — review of all U.S.-based publicly-listed companies within the Global Industry Classification Standards (“GICS”) for the Technology Hardware and Equipment, Software and Services, Semiconductors and Semiconductor Equipment and Healthcare Equipment and Services; ● Zebra’s 2017 ISS Peer Group – review of the 2017 Zebra peer group for overall reasonableness and relevance; ● Industry Classification Research – review of all U.S.-based publicly-listed companies within the Global Industry Classification Standards (GICS) for the Technology Hardware and Equipment, Software and Services and Healthcare Equipment and Services; and ● Peers-of-Peers Analysis – review of companies that are disclosed as peers to companies in Zebra’s peer group. ● Peers-of-Peers Analysis — review of companies that identify Zebra as a peer and a review of companies that are disclosed as peers to companies in Zebra’s peer group; and ● Zebra’s 2020 ISS and Glass Lewis Peer Groups — review of proxy advisors’ 2020 Zebra peer groups for overall reasonableness and relevance. The Compensation Committee then reviewed the following company–specificcompany-specific information provided by WTW for the proposed peer group: ● business model, industry, cost structures and levels of complexity; ● complexity and business model, including industry, cost structure, and geographic reach; ● ● size primarily in terms of revenue (all 18 companies had 2016 revenue of between 50% and 200% of Zebra’s 2016 revenue of $3.65 billion); ● whether the proposed peer group member competes with Zebra for executive talent; ● investor profile (i.e., whether the proposed peer group member is considered a reasonable investment alternative and attracts investors with similar risk/return expectations); ● market capitalization; and ● whether the proposed peer group member creates products of a technical nature. In addition to reviewing this data, the Compensation Committee alsoorganization, including in terms of revenue (all 19 companies had 2019 revenue of between 50% and 200% of Zebra’s 2019 revenue of $4.49 billion), and whether the companies were currently in the S&P 500; ● whether the proposed peer group member competes with Zebra for talent; ● stockholder profile (i.e., whether the proposed peer group member is considered a reasonable investment alternative and attracts stockholders with similar risk/return expectations); ● market capitalization; and ● whether potentialthe proposed peer companies regard Zebra asgroup member creates products or solutions of a peer.technical nature. For 2018,2021, WTW recommended removing one companytwo companies and adding two companies to the peer group used in 2017.2020. The Compensation Committee reviewed the proposal and supporting data, and agreed to remove one company (Lexmark International,two companies (L3Harris Technologies, Inc.) and Teradata Corporation) and include one of thosethe two proposed additions (Itron,(Autodesk, Inc. and Citrix Systems, Inc.), and. Based on these changes, the Compensation Committee approved the companies shown below as the peer group for purposes of evaluating and determining 20182021 executive compensation. Zebra’s revenue was at the 47th percentile of the revised peer group; market capitalization was at 52nd percentile.   Zebra TechnologiesCorporation  |  2019Proxy Statement   25 Back to Contents Zebra’s Peer Group for 20182021 Compensation Purposes Agilent Technologies, Inc. Harris Corporation Diebold Nixdorf, Inc. Motorola Solutions, Inc. Analog Devices, Inc. Insight Enterprises Inc. NCR Corporation ARRIS International plc Autodesk, Inc. Itron, Inc. Rockwell Collins NetApp, Inc. Brocade Communications Systems, Inc. Avaya Holdings Corp. Juniper Networks, Inc. Teradata Corporation Rockwell Automation, Inc. Ciena Corporation KLA-Tencor Corporation Keysight Technologies, Inc. Trimble Navigation, Ltd.Inc. Eastman Kodak Co. Citrix Systems, Inc. KLA Corporation CommScope Holding Company, Inc. Lam Research Corporation   Zebra Technologies Corporation ❘ 2022 Proxy Statement 48 Back to Contents How 2021 Compensation for the Named Executive Officers Compares to the Peer Group For 2021 compensation purposes, WTW presented the Compensation Committee with data regarding compensation for executive officer positions, including our Named Executive Officers’ positions. WTW compiled this information from 2020 compensation data from our 2021 peer group, a general industry survey (conducted by WTW for other purposes) of over 400 companies, a high-technology industry survey (conducted by Radford for other purposes) of 102 high-technology companies with annual revenues between $2.2 billion and $9.0 billion, and the WTW Executive Survey (reflecting data from 66 high-technology companies). WTW compiled compensation data for base salaries, target annual cash incentive awards, target long-term equity awards and total target direct compensation for individual executive officer positions. Using this data, the Compensation Committee confirmed that the 2021 compensation packages for the Named Executive Officers are at an appropriate level in comparison to the market and based on each Named Executive Officer’s performance. Key Executive Compensation Decisions in 2018 2021 To establish the compensation of the Named Executive Officers for 2018,2021, the Compensation Committee and Mr. Gustafsson (who made recommendations regarding Named Executive Officers other than himself) reviewed competitive compensation data forof the peer group, market compensation data from technology industry surveys and broad-based surveys and each Named Executive Officer’s historical compensation. Based on feedback from our stockholders and following its annual review of all components of the compensation program, our Compensation Committee decided to eliminate the use of stock appreciation rights and to increase the mix of performance-vested restricted stock to 60% of equity awarded to Executive Officers in our long-term equity compensation program as further discussed in 2021 Long-Term Equity Incentive Awards on page 53. Further, in 2020, the Compensation Committee and Board took a number of proactive steps to address the anticipated impacts of the COVID-19 pandemic. This included implementing a three-month temporary salary reduction as well as capping the 2020 ZIP payout at 100% and measuring performance on a quarterly basis. Due to Zebra’s execution of its business continuity plans and strong financial performance, normal salaries were reinstated in September 2020, and the 2021 ZIP is consistent with our past practices, other than our 2020 ZIP, with an annual measurement period and a 200% of target cap. The 20182021 compensation packages for the Named Executive Officers are described below. 20182021 Base Salaries For 2018,2021, based on the Company’s strong performance over a sustained period of time, market compensation data and our Named Executive Officers’ individual performance, Mr. Gustafsson recommended increases in the base salaries of the fourother Named Executive Officers (other than himself) effective as of March 18, 2018.15, 2021. The Compensation Committee discussed Mr. Gustafsson’s recommendations and approved the recommended base salary adjustments for 2018. The2021. Based on the desire to shift a higher proportion of Mr. Gustafsson’s compensation to being performance based, the Compensation Committee also recommended to the Board, and the Board approved, an increase into maintain Mr. Gustafsson’s 20182021 base salary.salary and increase his 2021 equity award as further discussed in 2021 Long-Term Equity Incentive Awards on page 53. Zebra Technologies Corporation ❘ 2022 Proxy Statement 49 Back to Contents   Our Named Executive Officers’ annual base salaries appear in the following table: Named Executive Officer 2020 Salary(1) 2021 Salary Percentage Increase Anders Gustafsson $ 1,200,000   $ 1,200,000 0.0% Nathan Winters $ 377,840(2)   $ 550,000 46.0%(3) William Burns $ 551,403   $ 606,543 10.0% Joachim Heel $ 508,914   $ 559,805 10.0% Cristen Kogl $ 476,112   $ 547,529 15.0% (1) Represents the target salary for each Named Executive Officer and does not include the 2020 COVID-19 related salary reductions referenced above. For each Named Executive Officer’s actual salary, which includes the 2020 COVID-19 related salary reductions, see the Summary Compensation Table on page 58. (2) In connection with his appointment to Acting Chief Financial Officer, Mr. Winters received a $10,000 per month stipend starting on August 28, 2020 and ending on January 11, 2021 when he was appointed to Chief Financial Officer. (3) Salary increase is a result of Mr. Winters’ appointment to Chief Financial Officer. Named Executive Officer   2017 Salary     2018 Salary     Percentage Increase Anders Gustafsson   $ 950,000     $ 1,000,000       5.3% William Burns   $ 463,500     $ 477,405       3.0% Joachim Heel   $ 463,500     $ 475,088       2.5% Olivier Leonetti   $ 525,000     $ 546,000       4.0% Michael Terzich   $ —     $ 421,824       N/A 20182021 Annual Cash Incentive Awards Target Awards The 2018 Zebra Incentive Plan (“ZIP”) provided2021 ZIP provides for an annual cash incentive award based on the achievement of pre-determined financial performance goals. All five Named Executive Officers participated in the 2021 ZIP. For each Named Executive Officer, the Compensation Committee (or, in the case of Mr. Gustafsson, the Board) establishes a target annual cash incentive award, which is set as a percentage of base salary. The Compensation Committee discussed each executive’sExecutive’s performance with Mr. Gustafsson and compared each executive’sExecutive’s target annual incentive — both the percentage of base salary and the absolute dollar amount — to the market. Mr. Gustafsson recommended that In 2020, due to the Compensation Committee approve annual increasesanticipated financial effects of the COVID-19 pandemic, the ZIP payout was capped at 100% and measured on a quarterly basis for all Named Executive Officers, as reflected in the below table. In 2021, based on Zebra’s execution of its business continuity plans and strong financial performance, we have reverted to our past practice and the 2021 ZIP payout was capped at 200% of target and measured on an annual cash incentive awards of two of the other Named Executive Officers. After considering Mr. Gustafsson’s recommendations, the Compensation Committee approved increases in the target annual cash incentive awardbasis for the twoall Named Executive Officers.   www.zebra.com    Zebra TechnologiesCorporation  |  2019Proxy Statement   26 Back to Contents The 20182021 target annual and maximum incentive percentages for Named Executive Officers were established as follows:     2017 Target Annual   2017 Maximum Annual   2018 Target Annual   2018 Maximum Annual Named Executive Officer   Cash Incentive*   Cash Incentive*   Cash Incentive*   Cash Incentive* Anders Gustafsson   125%   250%   125%   250% William Burns   80%   160%   85%   170% Joachim Heel   75%   150%   75%   150% Olivier Leonetti   90%   180%   95%   190% Michael Terzich   —   —   70%   140% Named Executive Officer 2020 Target Annual Cash Incentive* 2020 Maximum Annual Cash Incentive*+ 2021 Target Annual Cash Incentive* 2021 Maximum Annual Cash Incentive* Anders Gustafsson 125% 125% 135% 270% Nathan Winters 40% 40% 80% 160% William Burns 85% 85% 100% 200% Joachim Heel 75% 75% 85% 170% Cristen Kogl 75% 75% 80% 160% * Expressed as a percentage of the Executive’s base salary earned during the calendar year. + In 2020, due to the anticipated financial effects of the COVID-19 pandemic, the ZIP payout was capped at 100% for all Named Executive Officers. * expressed as a percentage of the officer’s base salary earned during the calendar year.   Zebra Technologies Corporation ❘ 2022 Proxy Statement 50 Back to Contents Annual Cash Incentive Plan Performance Metrics Our 2021 ZIP incentivizes and rewards for achievements against full-year financial goals.   For the 20182021 ZIP, the Compensation Committee selected twothe three financial performance metrics:metrics listed below. The performance goals for the 2021 ZIP were measured on an annual basis, generally consistent with prior years. 1. 2021 consolidated net sales 1. 2018 consolidated net sales 2. 2021 “Adjusted EBITDA,” defined as earnings before interest income and expense, taxes, depreciation, amortization and other income/expense, adjusted to remove equity-based compensation expense, adjustments for purchase accounting and certain non-recurring charges 2. 2018 “Adjusted EBITDA,” defined as earnings before interest income and expense, taxes, depreciation, amortization and Other Income/Expense, adjusted to remove equity-based compensation expense, adjustments for purchase accounting, and certain non-recurring charges 3. 2021 “Enterprise Asset Intelligence (EAI) Index,” defined as a measure of Zebra’s sales of EAI offerings and is based on sales of specific EAI-related solutions The consolidated net sales, Adjusted EBITDA and adjusted EBITDAEAI Index metrics were selected to encourage executivesExecutives to focus on profitable sales growth for Zebra’s business. These metrics balance both short and long-term decisions, focusing our Executives on maintaining profitability in our core business while expanding into new markets, such as fixed industrial scanning, machine vision, intelligent automation and retail execution. The EAI Index was added in 2019 to encourage Executives to focus on Zebra’s long-term strategic goal of driving our EAI vision and securing our market position in EAI offerings and specific EAI related solutions. The Compensation Committee fixed the following threshold, target and maximum performance goals for each metric based on the 20182021 business plan. Performance Goal Performance Threshold Performance Target Performance Maximum Net Sales 92.5% of net sales target 100.0% of net sales target 105.0% or more of net sales target Adjusted EBITDA 80.0% of Adjusted EBITDA target 100.0% of Adjusted EBITDA target 112.5% or more of Adjusted EBITDA target The net sales and Adjusted EBITDA performance goals were measured on an annual basis. These performance goals correspond to threshold, target, and maximum payouts, as shown below. Performance Metric Weighting Threshold payout*# Target payout# Maximum payout# Net sales 50% 100% 200%           Adjusted EBITDA1 50% 100% 200% * Achievement below the threshold results in a 0% payout percentage. # EAI Index The 75.0% of EAI Index target 100.0% of EAI Index target 115.0% or more of EAI Index target Associated payout for performance between threshold and 50% of target and between 100% of target and maximum is interpolated on a straight-line basis. 200% of target 20182021 Financial Performance Results and Payout Percentage The table below shows Zebra’s performance for the twothree ZIP metrics and the corresponding funding for the Named Executive Officers. The Actual Performance Achievement excludes the financial impact of businesses acquired in 2021. Performance Goal   Performance Goal Net Sales Actual Performance Achievement $4,196.65,622.4 million, or 106.4%112% of net sales performance target Payout Percentage 200.0% 200% of target incentive Adjusted EBITDA Actual Performance Achievement $876.81,283.1 million, or 112.5%120% of Adjusted EBITDA performance target Payout Percentage 200.0% 200% of target incentive EAI Index Actual Performance Achievement $283.3 million, or 99.4% of EAI Index performance target Payout Percentage 98.8% of target incentive   Zebra TechnologiesCorporation |❘ 20192022Proxy Statement 2751 Back to Contents Back to Contents The payouts on these individual metrics are converted to a ZIP payout percentage as follows: ZIP payout (percentage of target) = (Annual Net Sales Performance x 30%) + (Annual Adjusted EBITDA Performance x 50%) + (Annual EAI Index Performance x 20%) Applying this formula to Zebra’s actual performance results leads to a ZIP payout for 20182021 of 200%,179.8% of target for our Named Executive Officers, as shown below:     179.8% = (200% x 30%) + (200% x 50%) + (98.8 % x 20%) Performance Management Process and Individual Adjustments The amounts the Named Executive Officers would earn based on payout percentage shown above can be modified by the Board (for Mr. Gustafsson) or the Compensation Committee (for the other Named Executive Officers) due to performance against individual goals. When establishing those goals and determining compensation levels for the(“Individual Performance Adjustment”). An Individual Performance Adjustment may be made to reduce annual incentive payouts if a Named Executive Officers,Officer fails to meet expectations, or increase annual incentive payouts if a Named Executive Officer exceeds expectations. When determining whether such Individual Performance Adjustment is warranted, the Compensation Committee (and the Board for Mr. Gustafsson) looks to our annual performance management process and the results of our annual talent management review. Each year, Mr. Gustafsson presents an overall talent management review to the Board, discussing the past performance and future potential of each executive officerExecutive Officer and certain of their direct reports. This review includes a discussion of key skills, competencies, developmental opportunities and succession plans. In determining the 20182021 individual performance goals, the Compensation Committee (and the Board for Mr. Gustafsson) considered each Named Executive Officer’s prior performance and Zebra’s expectations for the business initiatives under each executive’sExecutive’s purview. Performance evaluations also may take into account factors such as satisfaction of daily responsibilities, particular or general contributions to Zebra’s overall management and whether the executive exhibitsNamed Executive Officer demonstrates Zebra’s corporate values. A Named Executive Officer’s annual incentive payout will not be adjusted if the executive meets expectations for the individual goals. These payouts may be reduced if an executive fails to meet expectations, or increased—though not above a maximum 200% of target award payout—if the executive exceeds expectations. The Compensation Committee (and the Board for Mr. Gustafsson) conducted final evaluations for 20182021 in early 2019,2022 and determined no adjustmentsIndividual Performance Adjustments were necessary.warranted. 20182021 Annual Incentive Payouts Based on the performance and payout calculations shown above, the Named Executive Officers received the following annual cash incentive payments for 2018:2021: 20182021 ANNUAL CASH INCENTIVE AWARDS FOR THE NAMED EXECUTIVE OFFICERS   Actual Award As a Percent     Named Executive Officer   of Eligible Compensation   Actual Award Actual Award As a Percent of Eligible Compensation Actual Award Anders Gustafsson   250%   $ 2,473,973 243% $ 2,912,760 Nathan Winters 144% $ 771,996 William Burns   170%   $ 806,666 192% $ 1,071,008 Joachim Heel   150%   $ 709,012 153% $ 840,208 Olivier Leonetti   190%   $ 1,029,092 Michael Terzich   140%   $ 585,824 Cristen Kogl 145% $ 767,302   www.zebra.com  Zebra TechnologiesCorporation |❘ 20192022Proxy Statement 2852 Back to Contents 2018Back to Contents 2021 Long-Term Equity Incentive Awards Form of Awards The Compensation Committee believes it is important that all of our executive officersExecutive Officers are motivated to create stockholder value over a long-term investment horizon. To that end, Zebra granted threetwo forms of long-term equity to the Named Executive Officers: 1. time-vested restricted stock, which vests ratably over three years; and 1. time-vested stock appreciation rights (“SARs”), which vest ratably over four years; 2. time-vested restricted stock, which vests ratably over three years; and 3. performance-vested restricted stock, which is earned (or not) based on Zebra’s results on two financial measures during and over a three-year performance period and cliff vests three years after grant. 2. performance-vested restricted stock, which is earned (or not) based on Zebra’s results on two financial measures during and over a three-year performance period and cliff vests three years after grant. These equity awards, which are described in more detail below, were divided as follows (based on the value of the equity award grant) for 2018:2021:   Each year the Compensation Committee reviews the allocation of awards among the equity vehicles to ensure alignment with Zebra’s stockholders and to better reflect current compensation practices. Based on feedback from our stockholders and following its annual review of all components of the compensation program, our Compensation Committee decided to eliminate the use of stock appreciation rights and to increase the mix of performance-vested restricted stock to 60% for Executive Officers. Time-vested restricted stock continued to account for 40% of the mix. Target Awards EachFor the Named Executive Officers other than the Chief Executive Officer, each year the Compensation Committee sets long-term equity awards with a target value at the grant date for the Named Executive Officers other than the CEO.date. In March 2018, utilizing2021, the Compensation Committee utilized market median data information for executive officersExecutive Officers as a guide,well as Mr. Gustafsson madeGustafsson’s recommendations for theseto set the long-term equity awards which the Compensation Committee considered. granted in 2021. The Board establishes Mr. Gustafsson’s target annual long-term equity award after hearingbased upon the recommendation of the Compensation Committee. To formulate that recommendation for 2018,2021, the Compensation Committee consulted with WTW and considered factors similar to those considered when determining target equity awards for the other Named Executive Officers. TheBased on the Board’s desire to shift a higher proportion of Mr. Gustafsson’s compensation to being performance based, the Compensation Committee recommended to the Board, and the Board approved, a 20182021 equity award to Mr. Gustafsson having a total value at grant date equal to $6,000,000. This represented a grant date value that was 10% above the consensus median target long-term incentive award for individuals in the CEO position, and was$9,250,000, an increase from Mr. Gustafsson’s 2017 grant date valuehis 2020 equity award of $5,000,000, which was below the consensus median. $8,000,000. The 20182021 long-term incentive awards to the Named Executive Officers were granted effective May 10, 2018.6, 2021. When calculating the number of shares of performance-vested restricted stock and time-vested restricted stock, the actual number of shares was set by dividing the value of the equity award grant by $149.57,$482.42, the closing price of our common stock on the day prior to the grant date, without a reductionany adjustment for the restricted nature of the shares. For In addition, on February 16, 2021, Mr. Winters was granted time-vested SARs,restricted stock in connection with his appointment to Chief Financial Officer, which is included in the below chart. The actual number of SARs isshares for this award was set by dividing the value of the equity award grant by $477.74, the binomial valueclosing price of a SAR.our common stock on the business day prior to the grant date, without any adjustment for the restricted nature of the shares.   Zebra Technologies Corporation ❘ 2022 Proxy Statement 53 Back to Contents The following table shows target grant date fair value of long-term equity awarded to each Named Executive Officer in 2018,2021, and how that award was divided among the threetwo types of equity.     Total Value of the     Target Shares of Performance-   Shares of Time-Vested   Time-Vested Named Executive Officer   Equity Award Grant     Vested Restricted Stock   Restricted Stock   SARs Anders Gustafsson   $ 6,000,014     16,046   16,046   25,214 William Burns   $ 1,300,112     3,477   3,477   5,463 Joachim Heel   $ 1,000,234     2,675   2,675   4,203 Olivier Leonetti   $ 1,500,177     4,012   4,012   6,304 Michael Terzich   $ 760,165     2,033   2,033   3,194   Zebra TechnologiesCorporation  |  2019Proxy Statement   29 Back to Contents Named Executive Officer Total Value of the Equity Award Grant Target Shares of Performance- Vested Restricted Stock Shares of Time-Vested Restricted Stock Anders Gustafsson $ 9,250,404 11,505 7,670 Nathan Winters $ 1,550,212 1,928 1,298 William Burns $ 2,300,661 2,861 1,908 Joachim Heel $ 1,750,702 2,177 1,452 Cristen Kogl $ 1,600,187 1,990 1,327 Performance-Vested Restricted Stock The performance-vested restricted stock awards granted in 20182021 will vest on May 10, 2021.6, 2024. These equity awards have a three-year performance period ending on December 31, 2020,2023, and a payout based on two performance metrics: ● compound average growth (“CAGR”) in net sales (weighted 60%), and ● compound average growth (“CAGR”) in net sales (weighted 60%), and ● adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”) margin (weighted 40%). ● adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”) margin (weighted 40%). These two metrics are believed to be meaningful drivers of the value we create for stockholders. The net sales CAGR metric incentivizes and rewards Executives for growth of Zebra’s revenue consistently over a three-year period. The adjusted EBITDA margin percentage performance goal encourages executivesExecutives to focus on long-term profitable sales growth for Zebra’s business while meeting or exceeding a target adjusted EBITDA margin percentage that we believe will create value for our stockholders. The net sales CAGRThis differs from the adjusted EBITDA metric was includedused in the ZIP, which is focused on absolute adjusted EBITDA generated, while this metric is focused on our adjusted EBITDA margin percentage, which looks at how profitable we are in generating EBITDA relative to grow Zebra’s revenue consistently over a three-year period. revenue. For each of these metrics, the Compensation Committee set three annual goals (for 2018, 2019,2021, 2022 and 2020)2023) and a cumulative three-year goal. The Named Executive Officers may earn shares based on Zebra’s results for each of the three years in the performance period, or based on Zebra’s results as of the end of the performance period, whichever is greater. We believe this approach focuses on the fundamentals our Executives control to drive stockholder value and promotes management’s focus on sustained year-over-year performance while also maintaining a longer-term focus on Company growth and performance. In addition, the combination of time horizons promotes employee retention and employee engagement. In the event of an unanticipated business or economic downturn, the annual banking component, as discussed in the below chart, provides employees with the ability to maintain recognition for years of strong performance and helps sustain employee engagement throughout the aggregate performance period if performance achievements are not consistent. HOW PERFORMANCE-VESTED RESTRICTED STOCK ACCRUES Three annual performance targets OR Cumulative three-year performance target* 20% of the target number of shares will be “banked” each year if Zebra achieves the applicable annual performance target for net sales CAGR, for a possible total of 60% OR 60% of the target number of shares will vest if Zebra achieves the performance target for 20202023 net sales CAGR over 20172020 net sales ● ●30% target shares vest for threshold performance (60% target shares for net sales CAGR multiplied by 50% threshold performance) ● ●   108%120% target shares vest for maximum performance or better (60% target shares for net sales CAGR multiplied by 200% maximum performance) ● ●No shares vest for performance below threshold 13.3% of the target number of shares will be “banked” each year if Zebra achieves the applicable annual adjusted EBITDA margin performance target, for a possible total of 40% 40% of the target number of shares will vest if Zebra achieves the 20202023 adjusted EBITDA margin performance target ● ●20% target shares vest for threshold performance (40% target shares for adjusted EBITDA margin multiplied by 50% threshold performance) ● ●   72%80% target shares vest for maximum performance or better (40% target shares for adjusted EBITDA margin multiplied by 200% maximum performance) ● ●No shares vest for performance below threshold * Performance in 20202023 in between the stated performance levels will be interpolated on a straight-line basis.   Zebra Technologies Corporation ❘ 2022 Proxy Statement 54 Back to Contents The performance targets for 2018, 20192021, 2022 and 20202023 were set based upon management’s net sales CAGR and adjusted EBITDA margin forecasts when preparing the 20182021 annual plan. The 20202023 cumulative net sales CAGR performance threshold is 1.5% below the 20202023 net sales CAGR performance target, and the 20202023 cumulative net sales CAGR performance maximum is 1.5% above the performance target. The 20202023 adjusted EBITDA margin performance threshold is 1.0%1.5% below the 20202023 adjusted EBITDA margin performance target, and the 20202023 adjusted EBITDA margin performance maximum is 1.0% above the performance target.   The number of shares of performance-vested restricted stock that could vest for each of the Named Executive Officers is shown below.   RANGE OF POTENTIAL VESTING OF 20182021 PERFORMANCE-VESTED RESTRICTED STOCK Named Executive Officers Fail to Meet Threshold Sales CAGR and Adjusted EBITDA Margin Attain Threshold Adjusted EBITDA Margin only Attain Target Sales CAGR and Adjusted EBITDA Margin Attain Maximum Sales CAGR and Adjusted EBITDA Margin Anders Gustafsson 0 2,301 11,505 23,010 Nathan Winters 0 385 1,928 3,856 William Burns 0 572 2,861 5,722 Joachim Heel 0 435 2,177 4,354 Cristen Kogl 0 398 1,990 3,980     Fail to Meet Threshold Sales   Attain Threshold   Attain Target Sales   Attain Maximum Sales     CAGR and Adjusted   Adjusted EBITDA   CAGR and Adjusted   CAGR and Adjusted Named Executive Officers   EBITDA Margin   Margin only   EBITDA Margin   EBITDA Margin Anders Gustafsson   0   3,209   16,046   28,883 William Burns   0   695   3,477   6,259 Joachim Heel   0   535   2,675   4,815 Olivier Leonetti   0   802   4,012   7,222 Michael Terzich   0   407   2,033   3,659 Time-Vested Restricted Stock To provide a significant long-term perspective and retention incentive, the Compensation Committee determined that the time-vested restricted stock awards granted in 20182021 to all of the Named Executive Officers will vest one-third on each of the first three anniversaries of the grant date. Time-Vested Stock Appreciation Rights Consistent with recent annual equity grant award terms, the Compensation Committee determined that the 2018 SAR awards for all of the Named Executive Officers will vest 25% on each of the first four anniversaries of the grant date. The base price of the 2018 SARs is $149.57, the closing price of our common stock www.zebra.com    Zebra TechnologiesCorporation  |  2019Proxy Statement   30 Back to Contents on the day prior to the grant date. Once SARs vest, the holder can choose when to exercise them by converting them to cash. Each vested SAR is worth the closing price of Zebra’s stock on the exercise date, minus the base price. When the SARs granted in 2018 vest, the Named Executive Officers may exercise them any time before they expire on May 10, 2025. How 2018 Compensation for the Named Executive Officers Compares to the Peer Group For 2018 compensation purposes, WTW presented the Compensation Committee with data regarding compensation for ten executive officer positions. WTW drew this information from 2017 compensation data from our peer group, a general industry survey (conducted by WTW for other purposes) of 507 companies, a high-technology industry survey (conducted by Radford for other purposes) of 158 high-technology companies with annual revenues between $1.8 billion and $7.2 billion, and the WTW Executive Survey (reflecting data from 116 high-technology companies). WTW compiled compensation data at the 25thpercentile, median and 75thpercentile levels from each of these data sources, as well as consensus (i.e., average) compensation data, for base salaries, target annual cash incentive awards, target long-term equity awards, and total target direct compensation for individual executive officer positions. Using this data, the Compensation Committee confirmed that the 2018 compensation packages for the Named Executive Officers are at an appropriate level in comparison to the market, as shown below, and based on an executive’s performance. Restricted Stock that Vested in 20182021 Performance-Vested Restricted Stock On May 15, 2015,10, 2018, Zebra granted the then Named Executive Officers performance-vested restricted stock with a three-year performance period ending December 31, 2017.2020. The 2015 performance vested2018 performance-vested restricted stock awards vested on May 15, 201810, 2021 and was earned at 108.11%maximum of target. Although share price was not a180% of target, reflecting actual performance goal underexceeding the grants,maximum performance goals for both the net sales and adjusted EBITDA margin metrics. This reflects our strong performance during the three-year period fromperformance period. From the May 15, 201510, 2018 grant date until the vesting date on May 15, 2018,10, 2021, the stock price rose from $109.49$149.57 per share to $154.45$484.04 per share. The threshold performance targets and actual performance targets are set forth below:   Threshold Target Maximum Actual 2017 Net Sales 3-Year Compound Annual Growth Rate (CAGR) 1.4% 3.1% 4.8% 3.6% 2017 adjusted EBITDA margin 17.5% 19.0% 20.5% 18.6%   Threshold Target Maximum Actual 2018 to 2020 Net Sales 3-Year Compound Annual Growth Rate (CAGR) 2.5% 4.0% 5.5% 6.2% 2020 adjusted EBITDA margin 18.0% 19.0% 20.0% 20.5%   Zebra TechnologiesCorporation |❘ 20192022Proxy Statement 3155 Back to Contents Back to Contents Set forth below is the number of shares of performance-vested restricted stock that vested for each named executive officer,Named Executive Officer, including the value of the shares on the vesting date. Named Executive Officers Target Number of Shares Granted in 2018 Grant Date Fair Value of Award Number of Shares Vested Value of Shares on Date of Vesting Anders Gustafsson 16,046 $ 2,400,000 28,882 $ 13,980,043 Nathan Winters 1,405 $ 210,146 2,529 $ 1,224,137 William Burns 3,477 $ 520,055 6,258 $ 3,029,122 Joachim Heel 2,675 $ 400,100 4,815 $ 2,330,653 Cristen Kogl 549 $ 82,114 988 $ 478,232     Target Number                   of Shares Granted   Grant Date Fair     Number of   Value of Shares on Named Executive Officers   in 2015   Value of Award     Shares Vested   Date of Vesting Anders Gustafsson   14,418   $ 1,560,028     15,529   $ 2,398,454 William Burns   3,542   $ 400,069     3,815   $ 589,227 Joachim Heel   3,080   $ 333,256     3,318   $ 512,465 Olivier Leonetti   N/A     N/A     N/A     N/A Michael Terzich   2,496   $ 270,067     2,689   $ 415,316 Time-Vested Restricted Stock On May 15, 2015,10, 2018, Zebra granted the then Named ExecutiveExecutives Officers time-vested restricted stock with three-year cliffannual vesting in one-third increments on May 15, 2018.each anniversary of the grant date in 2019, 2020 and 2021. During the three-year period from May 15, 2015,10, 2018 until May 15, 2018,10, 2021, Zebra’s stock price rose from $109.49$149.57 per share to $154.45$484.04 per share. On September 1, 2018, Zebra granted Ms. Kogl time-vested restricted stock in connection with her appointment as an executive officer with annual vesting in one-third increments on each anniversary of the grant date in 2019, 2020 and 2021. During the three-year period from September 1, 2018 until September 1, 2021, Zebra’s stock price rose from $171.74 per share to $582.78 per share. On May 2, 2019, Zebra granted the Named Executives Officers time-vested restricted stock with annual vesting in one-third increments on each anniversary of the grant date in 2020, 2021 and 2022. During the two-year period from May 2, 2019 until May 2, 2021, Zebra’s stock price rose from $205.12 per share to $487.74 per share. On April 30, 2020, Zebra granted the Named Executives Officers time-vested restricted stock with annual vesting in one-third increments on each anniversary of the grant date in 2021, 2022 and 2023. During the one-year period from April 30, 2020 until April 30, 2021, Zebra’s stock price rose from $244.97 per share to $487.74 per share. On November 5, 2020, Zebra granted Mr. Winters time-vested restricted stock in connection with his appointment to Acting Chief Financial Officer with annual vesting in one-third increments on each anniversary of the grant date in 2021, 2022 and 2023. During the one-year period from November 5, 2020 until November 5, 2021, Zebra’s stock price rose from $329.18 per share to $607.50 per share. On December 16, 2020, Zebra granted Ms. Kogl was granted time-vested restricted stock in connection with the assumption of additional functional responsibilities, with annual vesting in one-third increments on each anniversary of the grant date in 2021, 2022 and 2023. During the one-year period from December 16, 2020 until December 16, 2021, Zebra’s stock price rose from $383.45 per share to $592.04 per share. The table below shows the number of shares of time-vested restricted stock earned by each Named Executive Officer in 2018,2021, and the value of those shares on the vesting date. TIME-VESTED RESTRICTED STOCK Named Executive Officers Grant Date Fair Value of Award Number of Shares Vested Value of Shares on Date of Vesting Anders Gustafsson $ 2,866,609 14,578 $ 7,090,482 Nathan Winters $ 168,856 834 $ 423,243 William Burns $ 566,521 2,912 $ 1,416,011 Joachim Heel $ 440,093 2,255 $ 1,096,553 Cristen Kogl $ 313,969 1,427 $ 719,228       Grant Date Fair     Number of Shares     Value of Shares on Named Executive Officers   Value of Award     Vested     Date of Vesting Anders Gustafsson   $ 1,560,028       14,418     $ 2,226,860 William Burns   $ 400,069       3,542     $ 547,062 Joachim Heel   $ 333,256       3,080     $ 475,706 Olivier Leonetti     N/A       N/A       N/A Michael Terzich   $ 270,067       2,496     $ 385,507   Zebra Technologies Corporation ❘ 2022 Proxy Statement 56 Back to Contents Stockholders Approve Compensation of Zebra’s Named Executive Officers (Say on Pay) Zebra holds an annual stockholder advisory vote on the compensation of our Named Executive Officers. At our 2018 Annual Meeting, the say-on-pay proposal regarding 2017 compensation was approved by 96.79% of the votes cast. After considering a number of factors, including the approval of the say-on-pay vote, the Compensation Committee determined that no changes to compensation philosophy or strategy were immediately required. Nevertheless, our Board, Compensation Committee, and executive officers regularly consider changes to our total rewards program to ensure it remains aligned with Zebra’s business strategy and stockholder expectations. Employee Benefits Zebra’s employee benefits are designed to align generally with the market median for such programs. Our Named Executive Officers are eligible to participate in various benefit programs offered generally to Zebra’s U.S. salaried employees, such as our health plans and group disability and life insurance plans. We provide a 401(k) plan to eligible employees with a companyCompany match, as well as a non-qualified deferred compensation plan for highly compensated employees with no companyCompany contributions. We do not provide other long-term compensation plans, supplemental executive retirement plans or a defined benefit pension plan. In addition, our Executive Officers are eligible for an annual executive health screening as well as reimbursement for identity theft protection. We do not provide any other perquisites. Zebra provides a supplemental executive disability policy to replace the difference between what the group disability policy provides and the 60% earnings replacement cap under the group policy. Zebra pays for this coverage and reimburses covered executivesExecutives to the extent they are taxed on this benefit. www.zebra.com    Zebra TechnologiesCorporation  |  2019Proxy Statement   32 Back to Contents Our Executive Officer Employment Agreements Each executive officerExecutive Officer has an employment agreement that addresses matters such as compensation and termination of employment and includes confidentiality, non-competition and non-solicitation provisions. These agreements are discussed in more detail under “ExecutiveExecutive Compensation –— Potential Payments upon Termination of Employment Agreements.”or Change in Control starting on page 68. We believe that having employment agreements helps us attract effective and high-potential executive officershigh-caliber Executive Officers by providing them a minimum level of total compensation. The employment agreements provide appropriate assurance for executivesExecutives concerned about a potential termination of employment in connection with a change in control. Specifically, we believe the severance amounts reflected under “ExecutiveExecutive Compensation –— Potential Payments upon Termination of Employment or Change in Control”Control are fair and reasonable in order to allow the Named Executive Officers to transition from Zebra with minimal disruption to our overall business. Moreover, we believe that, in the event of a change in control, these severance payments will help secure the continued employment and dedication of our executive officers,Executive Officers, notwithstanding any concern they may have regarding their own employment. The components of total compensation reflected in the employment agreements are reviewed annually by the Compensation Committee as described in this Compensation Discussion and Analysis.CD&A. All other provisions of the employment agreements are established when an employee is appointed as an executive officer,Executive Officer and are reviewed and updated on an as-needed basis. We believe the confidentiality, non-compete or non-solicitation provisions, where applicable, align with our desire to protect Zebra and our stockholders from negative actions that could be caused by an executive officerExecutive Officer who joins a competitor or otherwise engages in activities that could result in competitive harm to Zebra or our customers. Zebra’s equity agreements with its Executive Officers are subject to Zebra’s Clawback Policy and contain restrcitiverestrictive covenant provisions that also contain clawback provisions for violation of such covenants.   Zebra TechnologiesCorporation |❘ 20192022Proxy Statement 33 Back to Contents ExecutiveCompensation   57 Back to Contents Executive Compensation The following table summarizes the compensation earned during 2018, 20172021, 2020 and 20162019 by our Chief Executive Officer, our Chief Financial Officer, and our three other most highly compensated executive officersExecutive Officers as of December 31, 2018.2021. We refer to these five executive officersExecutive Officers as the named executive officers.Named Executive Officers. Summary Compensation Table Name and Principal Position Year Salary ($)(1) Bonus ($) Stock Awards ($)(2) Option/SAR Awards ($)(2)(3) Non-Equity Incentive Plan Compensation ($)(4) All Other Compensation ($)(5)(6) Total ($) Anders Gustafsson Chief Executive Officer 2021 1,200,000 0 9,250,404 0 2,912,760 226,452 13,589,616 2020 1,093,846 0 6,400,086 1,600,014 781,725 202,056 10,077,727 2019 1,076,923 0 6,000,170 1,500,033 1,539,164 33,819 10,150,109 Nathan Winters Chief Financial Officer 2021 537,760 0 1,550,212 0 771,996 16,458 2,876,426 2020 363,875 0 333,834 45,933 83,042 12,848 839,532                 William Burns Chief Product & Solutions Officer 2021 557,659 0 2,300,661 0 1,071,008 82,806 4,012,134 2020 514,386 0 1,240,038 310,006 249,981 52,980 2,367,391 2019 495,767 0 1,120,365 280,001 481,278 20,778 2,398,189 Joachim Heel Chief Revenue Officer 2021 548,061 0 1,750,702 0 840,208 88,263 3,227,234 2020 480,909 0 1,000,458 250,007 205,882 49,968 1,987,224 2019 486,051 0 840,172 210,001 416,138 22,068 1,974,430 Cristen Kogl Chief Legal Officer, General Counsel & Corporate Secretary 2021 531,048 0 1,600,187 0 767,302 32,436 2,930,973 2020 442,366 0 880,064 195,015 189,786 31,440 1,738,671                 (1) In 2020, due to the anticipated financial effects of the COVID-19 pandemic, Zebra took a proactive step and implemented a temporary pay reduction for our employees. From June 2020 to September 2020, base salary payments were reduced by 30% for the Chief Executive Officer and 20% for all other Named Executive Officers. (2) The amounts reflect the aggregate grant date fair value, computed in accordance with Financial Accounting Standards Codification Topic 718, Compensation — Stock Compensation, of restricted stock and stock appreciation rights. The amounts included in this column include the grant date fair value of time-vested restricted stock and stock appreciation rights, as well as performance-vested restricted stock, which is calculated based on the probable satisfaction of the performance conditions for such awards. If the highest level of performance is achieved for the performance-vested restricted stock granted in 2021, the grant date fair value of such stock awards would be as follows: Mr. Gustafsson — $11,100,484; Mr. Winters — $1,860,212; Mr. Burns — $2,760,407; Mr. Heel — $2,100,457; and Ms. Kogl — $1,920,032. Please see Note 15, “Share-Based Compensation,” of Zebra’s consolidated financial statements included in Zebra’s Annual Report on Form 10-K for the year ended December 31, 2021 for a discussion of assumptions made in calculating the aggregate grant date fair value of these awards. (3) Zebra did not award any stock appreciation rights to our Named Executive Officers in 2021. (4) The amounts in this column reflect the annual incentive compensation earned under the 2021 Zebra Incentive Plan. (5) All other compensation for 2021 consists of 401(k) matching contributions (Mr. Gustafsson — $11,600; Mr. Winters — $11,600; Mr. Burns — $11,600; Mr. Heel — $11,600; and Ms. Kogl — $11,600); life insurance premiums (Mr. Gustafsson — $1,080; Mr. Winters — $805; Mr. Burns — $961; Mr. Heel — $887; and Ms. Kogl — $859); a tax reimbursement in connection with income recognized for long-term disability premiums paid by Zebra (Mr. Gustafsson — $83,982; Mr. Winters — $1,686; Mr. Burns — $24,535; Mr. Heel — $19,659; and Ms. Kogl — $8,850); Zebra paid executive long-term disability insurance premiums (Mr. Gustafsson — $105,594; Mr. Winters — $2,119; Mr. Burns — $21,644; Mr. Heel — $19,992; and Ms. Kogl — $11,127); a tax reimbursement in connection with the executive health screenings paid by Zebra (Mr. Gustafsson — $10,548; Mr. Burns — $11,785; and Mr. Heel — $17,870); executive health screenings paid for by Zebra (Mr. Gustafsson — $13,262; Mr. Burns — $12,281; and Mr. Heel — $18,173); a tax reimbursement in connection with reimbursements for identity theft protection paid by Zebra (Mr. Gustafsson — $171; Mr. Winters — $110; and Mr. Heel — $41); and reimbursement for identify theft protection paid by Zebra (Mr. Gustafsson — $215; Mr. Winters — $138; and Mr. Heel — $41). (6) The increase in 2020 and 2021 in “Other Compensation” from 2019 “Other Compensation” is attributed to increases in long-term disability insurance premiums paid by Zebra due to changes in the Company’s underlying coverage.   Name and Principal Position   Year   Salary ($)   Bonus ($)   Stock Awards ($)(1)   Option/SAR Awards ($)(1)   Non-Equity Incentive Plan Compensation ($)(2)   All Other Compensation ($)(3)   Total ($) Anders Gustafsson Chief Executive Officer   2018   988,462   0   4,800,000   1,200,014   2,473,973   33,643   9,496,092   2017   938,462   0   4,000,082   1,000,058   1,819,014   33,963   7,791,579   2016   900,000   0   3,360,092   840,049   708,975   43,361   5,852,477 William Burns, Senior Vice President, Chief Product and Solutions Officer   2018   474,196   0   1,040,110   260,002   806,666   18,448   2,599,422   2017   460,385   0   920,084   230,037   570,840   16,615   2,197,961   2016   450,000   0   880,002   220,012   231,188   21,152   1,802,354 Joachim Heel Senior Vice President, Global Sales   2018   472,414   0   800,200   200,034   709,012   18,891   2,200,551   2017   460,385   0   720,169   180,025   535,162   16,471   1,912,212   2016   450,000   0   880,060   176,018   231,188   12,729   1,749,995 Olivier Leonetti Chief Financial Officer   2018   541,154   0   1,200,150   300,027   1,029,092   17,636   3,088,059   2017   525,000   0   1,000,169   250,029   731,903   122,795   2,629,896   2016   80,769   0   800,116   200,775   80,041   22,470   1,184,171 Michael Terzich Senior Vice President, Chief Administrative Officer   2018   418,080   0   608,152   152,013   585,824   19,923   1,783,992                                                                 (1) The amounts reflect the aggregate grant date fair value, computed in accordance with Financial Accounting Standards Codification Topic 718, Compensation – Stock Compensation, of restricted stock and stock appreciation rights (“SAR”) granted in 2018, 2017 and 2016. The amounts included in this column include the grant date fair value of time-vested restricted stock and SARs, as well as performance-vested restricted stock, which is calculated based on the probable satisfaction of the performance conditions for such awards. If the highest level of performance is achieved for the performance-vested restricted stock granted in 2018, the grant date fair value of such stock awards would be as follows: Mr. Gustafsson – $4,320,000; Mr. Burns – $936,099; Mr. Heel – $720,180; Mr. Leonetti – $1,080,135; and Mr. Terzich – $547,336. Please see Note 13, “Share-Based Compensation,” of Zebra’s consolidated financial statements included in Zebra’s Annual Report on Form 10-K for the year ended December 31, 2018 for a discussion of assumptions made in calculating the aggregate grant date fair value of these awards. (2) The amounts in this column reflect the annual incentive compensation earned under the 2018 Zebra Incentive Plan. (3) All other compensation for 2018 consists of 401(k) matching contributions (Mr. Gustafsson – $11,000; Mr. Burns – $11,000; Mr. Heel – $11,000; Mr. Leonetti – $11,000; and Mr. Terzich – $11,000); life insurance premiums (Mr. Gustafsson – $1,080; Mr. Burns – $774; Mr. Heel – $770; Mr. Leonetti – $885; and Mr. Terzich – $684); a tax gross up in connection with income recognized for long-term disability premiums paid by Zebra (Mr. Gustafsson – $9,542; Mr. Burns – $3,267; Mr. Heel – $3,530; Mr. Leonetti – $1,684; and Mr. Terzich – $3,620); and Zebra paid executive long-term disability insurance premiums (Mr. Gustafsson – $11,997; Mr. Burns – $3,405; Mr. Heel – $3,590; Mr. Leonetti – $4,065; and Mr. Terzich – $4,550). www.zebra.com  Zebra TechnologiesCorporation |❘ 20192022Proxy Statement 3458 Back to Contents Back to Contents Grants of Plan-Based Awards in 20182021         Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)   Estimated Future Payouts Under Equity Incentive Plan Awards(2)   All Other Stock Awards: Number of   All Other Options Awards, Number of   Exercise or Base Price of   Grant Date Fair Value of Stock and Name   Grant Date   Threshold ($)   Target ($)   Maximum ($)   Threshold (#)   Target (#)   Maximum (#)   Shares of Stock (#)(3)   Securities Underlying Options(#)(4)   Option Awards ($/Sh)(5)   Option Awards ($)(6) Anders Gustafsson        617,789   1,235,578   2,471,155                               5/10/18                               25,214   149.57   1,200,014   5/10/18                           16,046           2,400,000   5/10/18               3,209   16,046   28,883               2,400,000 William Burns       189,678   403,067   806,133                               5/10/18                               5,463   149.57   260,002   5/10/18                           3,477           520,055   5/10/18               695   3,477   6,259               520,055 Joachim Heel       177,155   354,311   708,621                               5/10/18                               4,203   149.57   200,034   5/10/18                           2,675           400,100   5/10/18               535   2,675   4,815               400,100 Olivier Leonetti       257,048   514,096   1,028,193                               5/10/18                               6,304   149.57   300,027   5/10/18                           4,012           600,075   5/10/18               802   4,012   7,222               600,075 Michael Terzich       146,328   292,656   585,312                               5/10/18                               3,194   149.57   152,013   5/10/18                           2,033           304,076   5/10/18               407   2,033   3,659               304,076 (1) These amounts represent the threshold, target and maximum potential earnings under the 2018 Zebra Incentive Plan. The actual amounts earned in respect of 2018 are reported in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. Please see “Compensation Discussion and Analysis” for further discussion of the 2018 Zebra Incentive Plan. (2) These amounts represent the threshold, target and maximum number of shares of performance-vested restricted stock granted under Zebra’s long-term equity incentive plan on May 10, 2018. These awards are scheduled to vest on May 10, 2021 (having a three-year performance period ending on December 31, 2020). Please see “Compensation Discussion and Analysis” for further discussion of Zebra’s long-term equity incentive plan and the “Potential Payments Upon Termination of Employment or Change in Control” for further discussion of vesting terms upon certain termination events. (3) Represents shares of time-vested restricted stock granted under Zebra’s long-term equity incentive plan on May 10, 2018. These awards vest one-third on each of the first three anniversaries of the grant date. Please see “Compensation Discussion and Analysis” for further discussion of Zebra’s long-term equity incentive plan and the “Potential Payments Upon Termination of Employment or Change in Control” for further discussion of vesting terms upon certain termination events. (4) Represents the number of shares underlying SAR awards granted under Zebra’s long-term equity incentive plan on May 10, 2018. SARs become exercisable in 25% increments on each of the first four anniversaries of the grant date and expire on the seventh anniversary of the grant date. Please see “Compensation Discussion and Analysis” for further discussion of Zebra’s long-term equity incentive plan and the “Potential Payments Upon Termination of Employment or Change in Control” for further discussion of vesting terms upon certain termination events. (5) The base price equals the closing market price of our common stock on the date of grant or on the day immediately preceding grant. (6) The amounts included in this column were determined in accordance with Financial Accounting Standards Codification Topic 718, Compensation – Stock Compensation and, in the case of performance-vested restricted stock awards, are calculated based on the probable satisfaction of the performance conditions. Please see Note 13, “Share-Based Compensation,” of Zebra’s consolidated financial statements included in Zebra’s Annual Report on Form 10-K for the year ended December 31, 2018 for a discussion of assumptions made in calculating the aggregate grant date fair value of these awards. Name Grant Date Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)   Estimated Future Payouts Under Equity Incentive Plan Awards(2) All Other Stock Awards: Number of Shares of Stock (#) All Other Options Awards, Number of Securities Underlying Options (#)(3) Exercise or Base Price of Option Awards ($/Sh)(3) Grant Date Fair Value of Stock and Option Awards ($)(4) Threshold ($) Target ($) Maximum ($) Threshold (#) Target (#) Maximum (#) Anders Gustafsson   810,000 1,620,000 3,240,000                 5/06/21(5)               7,670     3,700,161 5/06/21         5,752 11,505 23,010       5,550,242 Nathan Winters   215,104 430,208 860,416                 2/16/21(6)               1,298     620,107 5/06/21         964 1,928 3,856       930,106 William Burns   278,830 557,659 1,115,318                 5/06/21(5)               1,908     920,457 5/06/21         1,430 2,861 5,722       1,380,204 Joachim Heel   232,926 465,852 931,704                 5/06/21(5)               1,452     700,474 5/06/21         1,088 2,177 4,354       1,050,228 Cristen Kogl   212,419 424,838 849,677                 5/06/21(5)               1,327     640,171 5/06/21         995 1,990 3,980       960,016 (1) These amounts represent the threshold, target and maximum potential earnings under the 2021 Zebra Incentive Plan. The actual amounts earned in respect of 2021 are reported in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. Please see 2021 Annual Cash Incentive Awards starting on page 50 for further discussion of the 2021 Zebra Incentive Plan. (2) These amounts represent the threshold, target and maximum number of shares of performance-vested restricted stock granted under Zebra’s 2018 Long-Term Incentive Plan on May 6, 2021. These awards are scheduled to vest on May 6, 2024 (having a three-year performance period ending on December 31, 2023). Please see 2021 Long-Term Equity Incentive Awards starting on page 53 for further discussion of Zebra’s long-term equity incentive plan and the Potential Payments upon Termination of Employment or Change in Control starting on page 68 for further discussion of vesting terms upon certain termination events. (3) Zebra did not award any stock appreciation rights to our Named Executive Officers in 2021. (4) The amounts included in this column were determined in accordance with Financial Accounting Standards Codification Topic 718, Compensation — Stock Compensation and, in the case of performance-vested restricted stock, are calculated based on the probable satisfaction of the performance conditions. Please see Note 15, “Share-Based Compensation,” of Zebra’s consolidated financial statements included in Zebra’s Annual Report on Form 10-K for the year ended December 31, 2021 for a discussion of assumptions made in calculating the aggregate grant date fair value of these awards. (5) Represents shares of time-vested restricted stock granted under Zebra’s 2018 Long-Term Incentive Plan on May 6, 2021. These awards vest one-third on each of the first three anniversaries of the grant date. Please see 2021 Long-Term Equity Incentive Awards starting on page 53 for further discussion of Zebra’s long-term equity incentive plan and the Potential Payments upon Termination of Employment or Change in Control starting on page 68 for further discussion of vesting terms upon certain termination events. (6) Represents shares of time-vested restricted stock granted under Zebra’s 2018 Long-Term Incentive Plan on February 16, 2021. This award vests one-third on each of the first three anniversaries of the grant date. Please see 2021 Long-Term Equity Incentive Awards starting on page 53 for further discussion of Zebra’s long-term equity incentive plan and the Potential Payments upon Termination of Employment or Change in Control starting on page 68 for further discussion of vesting terms upon certain termination events.   Zebra TechnologiesCorporation |❘ 20192022Proxy Statement 3559 Back to Contents Back to Contents Outstanding Equity Awards at 20182021 Fiscal Year-End     Option/SAR Awards   Stock Awards Name   Number of Securities Underlying Unexercised Options/ SARs (#) Exercisable   Number of Securities Underlying Unexercised Options/SARs (#) Unexercisable   Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)   Option Exercise Price ($)   Option Expiration Date   Number of Shares or Units of Stock That Have Not Vested (#)   Market Value of Shares or Units of Stock That Have Not Vested ($)(2)   Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)   Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) Anders Gustafsson(3)                                     5/5/2011   54,484   0       41.57   5/5/2021                 4/30/2012   62,289   0       38.79   4/30/2022                 5/3/2013   36,201   0       46.07   5/3/2023                 5/8/2014   19,493   0       74.72   5/8/2024                 5/15/2015   15,893   5,298       108.20   5/15/2025                 5/12/2016   21,128   21,128       51.42   5/12/2026                 5/12/2016(1)                       32,673   5,202,522         5/12/2016(4)                               58,811   9,364,539 5/11/2017   8,378   25,136       98.87   5/11/2024                 5/11/2017(1)                       20,229   3,221,064         5/11/2017(5)                               36,412   5,797,915 5/10/2018   0   25,214       149.57   5/10/2025                 5/10/2018(8)                       16,046   2,555,005         5/10/2018(6)                               16,046   2,555,005 William Burns(7)                                     6/8/2015   3,903   1,302       112.95   6/8/2025                 5/12/2016   5,533   5,534       51.42   5/12/2026                 5/12/2016(1)                       8,557   1,362,531         5/12/2016(4)                               15,403   2,452,620 5/11/2017   1,927   5,782       98.87   5/11/2024                 5/11/2017(1)                       4,653   740,897         5/11/2017(5)                               8,375   1,133,551 5/10/2018   0   5,463       149.57   5/10/2025                 5/10/2018(8)                       3,477   553,643         5/10/2018(6)                               3,477   553,643 www.zebra.com    Zebra TechnologiesCorporation  |  2019Proxy Statement   36 Name Option/SAR Awards   Stock Awards Number of Securities Underlying Unexercised Options/ SARs (#) Exercisable Number of Securities Underlying Unexercised Options/ SARs (#) Unexercisable Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) Option Exercise Price ($) Option Expiration Date Number of Shares or Units of Stock That Have Not Vested (#) Market Value of Shares or Units of Stock That Have Not Vested ($)(1) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) Anders Gustafsson(2)                   5/12/2016 42,256 0   51.42 5/12/2026           5/11/2017 33,514 0   98.87 5/11/2024           5/10/2018 18,910 6,304   149.57 5/10/2025           5/2/2019 11,689 11,690   205.12 5/2/2026           5/2/2019(3)             4,876 2,902,195     5/2/2019(4)                 26,326 15,669,235 4/30/2020 5,033 15,101   244.97 4/30/2027           4/30/2020(3)             8,709 5,183,597     4/30/2020(5)                 21,344 12,703,949 5/06/2021(3)             7,670 4,565,184     5/06/2021(6)                 11,505 6,847,776 Nathan Winters(7)                   5/10/2018 0 552   149.57 5/10/2025           5/2/2019 105 210   205.12 5/2/2026           5/2/2019(3)             88 52,378     5/2/2019(4)                 473 281,530 4/30/2020 144 434   244.97 4/30/2027           4/30/2020(3)             250 148,800     4/30/2020(5)                 612 364,262 11/05/2020(3)             304 180,941     2/16/2021(3)             1,298 772,570     5/06/2021(6)                 1,928 1,147,546 Back to Contents     Option/SAR Awards   Stock Awards Name   Number of Securities Underlying Unexercised Options/ SARs (#) Exercisable   Number of Securities Underlying Unexercised Options/SARs (#) Unexercisable   Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)   Option Exercise Price ($)   Option Expiration Date   Number of Shares or Units of Stock That Have Not Vested (#)   Market Value of Shares or Units of Stock That Have Not Vested ($)(2)   Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)   Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) Joachim Heel(9)                                     9/15/2014   8,572   0       73.50   9/15/2024                 5/15/2015   3,394   1,132       108.20   5/15/2025                 5/12/2016   4,426   4,428       51.42   5/12/2026                 5/12/2016(1)                       6,846   1,090,089         5/12/2016(4)                               12,323   1,962,191 5/11/2017   1,508   4,525       98.87   5/11/2024                 5/11/2017(1)                       3,642   579,916         5/11/2017(5)                               6,556   1,043,912 5/10/2018   0   4,203       149.57   5/10/2025                 5/10/2018(8)                       2,675   425,940         5/10/2018(6)                               2,675   425,940 Olivier Leonetti(10)                                     11/17/2016   3,546   3,546       72.95   11/17/2026                 11/17/2016(1)                       5,484   873,217         11/17/2016(4)                               9,871   1,571,759 5/11/2017   2,094   6,285       98.87   5/11/2024                 5/11/2017(1)                       5,058   805,385         5/11/2017(5)                               9,104   1,449,630 5/10/2018   0   6,304       149.57   5/10/2025                 5/10/2018(8)                       4,012   638,831         5/10/2018(6)                               4,012   638,831 Michael Terzich(11)                                     5/15/2015   917   917       108.20   5/15/2025                 5/12/2016   0   3,648       51.42   5/12/2016                 5/12/2016(1)                       5,640   898,057         5/12/2016(4)                               10,152   1,616,503 5/11/2017   1,215   3,645       98.87   5/11/2024                 5/11/2017(1)                       2,934   467,181         5/11/2017(5)                               5,281   840,925 5/10/2018   0   3,194       149.57   5/11/2025                 5/10/2018(8)                       2,033   323,715         5/10/2018(6)                               2,033   323,715 (1) These restricted stock awards cliff vest three years after the grant date. (2) The market value is based on the $159.23 closing price of our common stock on The NASDAQ Stock Market on December 31, 2018.   Zebra TechnologiesCorporation |❘ 20192022Proxy Statement 3760 Back to Contents Name Option/SAR Awards   Stock Awards Number of Securities Underlying Unexercised Options/ SARs (#) Exercisable Number of Securities Underlying Unexercised Options/ SARs (#) Unexercisable Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) Option Exercise Price ($) Option Expiration Date Number of Shares or Units of Stock That Have Not Vested (#) Market Value of Shares or Units of Stock That Have Not Vested ($)(1) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) William Burns(8)                   5/11/2017 7,709 0   98.87 5/11/2024           5/10/2018 4,097 1,366   149.57 5/10/2025           5/2/2019 2,182 2,182   205.12 5/2/2026           5/2/2019(3)             911 542,227     5/2/2019(4)                 4,915 2,925,408 4/30/2020 975 2,926   244.97 4/30/2027           4/30/2020(3)             1,688 1,004,698     4/30/2020(5)                 4,135 2,461,152 5/06/2021(3)             1,908 1,135,642     5/06/2021(6)                 2,861 1,702,867 Joachim Heel(9)                   9/15/2014 8,572 0   73.50 9/15/2024           5/15/2015 4,526 0   108.20 5/15/2025           5/12/2016 8,854 0   51.42 5/12/2026           5/11/2017 6,033 0   98.87 5/11/2024           5/10/2018 3,152 1,051   149.57 5/10/2025           5/2/2019 1,636 1,637   205.12 5/2/2026           5/2/2019(3)             683 406,522     5/2/2019(4)                 3,686 2,193,907 4/30/2020 786 2,360   244.97 4/30/2027           4/30/2020(3)             1,362 810,662     4/30/2020(5)                 3,336 1,985,587 5/06/2021(3)             1,452 864,230     5/06/2021(6)                 2,177 1,295,750 Zebra Technologies Corporation ❘ 2022 Proxy Statement 61 Back to Contents Name Option/SAR Awards   Stock Awards Number of Securities Underlying Unexercised Options/ SARs (#) Exercisable Number of Securities Underlying Unexercised Options/ SARs (#) Unexercisable Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) Option Exercise Price ($) Option Expiration Date Number of Shares or Units of Stock That Have Not Vested (#) Market Value of Shares or Units of Stock That Have Not Vested ($)(1) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) Cristen Kogl(10)                   5/11/2017 930 0   98.87 5/11/2024           8/9/2017 719 0   103.84 8/09/2024           5/10/2018 646 216   149.57 5/10/2025           9/1/2018 549 183   171.74 9/01/2025           5/2/2019 1,130 1,130   205.12 5/2/2026           5/2/2019(3)             472 280,934     5/2/2019(4)                 2,545 1,514,784 4/30/2020 613 1,841   244.97 4/30/2027           4/30/2020(3)             1,062 632,102     4/30/2020(5)                 2,601 1,548,115 12/16/20(3)             174 103,565     5/06/2021(3)             1,327 789,830     5/06/2021(6)                 1,990 1,184,448 (1) The market value is based on the $595.20 closing price of our common stock on The Nasdaq Stock Market on December 31, 2021. (2) The stock appreciation rights granted on May 10, 2018 will vest with respect to 6,304 rights on May 10, 2022; the stock appreciation rights granted on May 2, 2019 will vest with respect to 5,845 rights on each of May 2, 2022 and 2023; and the stock appreciation rights granted on April 30, 2020 will vest with respect to 5,033 rights on April 30, 2022 and with respect to 5,034 rights on each of April 30, 2023 and 2024. (3) These restricted stock awards vest pro rata over three years after the grant date. (4) Represents the number of restricted shares that would vest on May 2, 2022, based upon achievement of a threshold target CAGR of 2021 net sales over 2018 net sales and a threshold target of 2021 adjusted EBITDA margin. The maximum number of restricted shares that may vest based upon the achievement of a maximum target level of net sales CAGR and a maximum target level of 2021 adjusted EBITDA margin is as follows: Mr. Gustafsson — 26,326 shares; Mr. Winters — 473 shares; Mr. Burns — 4,915 shares; Mr. Heel — 3,686 shares; and Ms. Kogl — 2,545 shares. (5) Represents the number of restricted shares that would vest on April 30, 2023, based upon achievement of a threshold target CAGR of 2022 net sales over 2019 net sales and a threshold target of 2022 adjusted EBITDA margin. The maximum number of restricted shares that may vest based upon the achievement of a maximum target level of net sales CAGR and a maximum target level of 2022 adjusted EBITDA margin is as follows: Mr. Gustafsson — 21,344 shares; Mr. Winters — 612 shares; Mr. Burns — 4,135 shares; Mr. Heel — 3,336 shares; and Ms. Kogl — 2,601 shares. (6) Represents the number of restricted shares that would vest on May 6, 2024, based upon achievement of a threshold target CAGR of 2023 net sales over 2020 net sales and a threshold target of 2023 adjusted EBITDA margin. The maximum number of restricted shares that may vest based upon the achievement of a maximum target level of net sales CAGR and a maximum target level of 2023 adjusted EBITDA margin is as follows: Mr. Gustafsson — 11,505 shares; Mr. Winters — 1,928 shares; Mr. Burns — 2,861 shares; Mr. Heel — 2,177 shares; and Ms. Kogl — 1,990 shares. See “Grants of Plan-Based Awards in 2021” table and footnote 2 to that table for a more detailed description of these awards. (7) The stock appreciation rights granted on May 10, 2018 will vest with respect to 552 rights on May 10, 2022; the stock appreciation rights granted on May 2, 2019 will vest with respect to 105 rights on each of May 2, 2022 and 2023; and the stock appreciation rights granted on April 30, 2020 will vest with respect to 144 rights on April 30, 2022 and with respect to 145 rights on each of April 30, 2023 and 2024. (8) The stock appreciation rights granted on May 10, 2018 will vest with respect to 1,366 rights on May 10, 2022; the stock appreciation rights granted on May 2, 2019 will vest with respect to 1,091 rights on each of May 2, 2022 and 2023; and the stock appreciation rights granted on April 30, 2020 will vest with respect to 975 rights on each of April 30, 2022 and 2023 and with respect to 976 rights on April 30, 2024. (9) The stock appreciation rights granted on May 10, 2018 will vest with respect to 1,051 rights on May 10, 2022; the stock appreciation rights granted on May 2, 2019 will vest with respect to 818 rights on May 2, 2022 and with respect to 819 rights on May 2, 2023; and the stock appreciation rights granted on April 30, 2020 will vest with respect to 786 rights on April 30, 2022 and with respect to 787 rights on each of April 30, 2023 and 2024. (10) The stock appreciation rights granted on May 10, 2018 will vest with respect to 216 rights on May 10, 2022; the stock appreciation rights granted on September 1, 2018 will vest with respect to 183 rights on September 1, 2022; the stock appreciation rights granted on May 2, 2019 will vest with respect to 565 rights on each of May 2, 2022 and 2023; and the stock appreciation rights granted on April 30, 2020 will vest with respect to 613 rights on April 30, 2022 and with respect to 614 rights on each of April 30, 2023 and 2024. Back to Contents Zebra Technologies Corporation ❘ 2022 Proxy Statement 62 (3) The stock appreciation right (“SAR”) granted on May 15, 2015 will vest with respect to 5,298 rights on May 15, 2019; the SAR granted on May 12, 2016 will vest with respect to 10,564 rights on each of May 12, 2019 Back to Contents Options and 2020; the SAR granted on May 11, 2017 will vest with respect to 8,378 rights on May 11, 2019 and with respect to 8,379 rights on each of May 11, 2020 and 2021; and the SAR granted on May 10, 2018 will vest with respect to 6,303 rights on each of May 10, 2019 and 2020 and with respect to 6,304 rights on each of May 10, 2021 and 2022. (4) Represents the number of restricted shares that would vest on May 12, 2019, based upon achievement of a threshold target CAGR of 2018 net sales over 2015 net sales and a threshold target of 2018 adjusted EBITDA margin. The maximum number of restricted shares that may vest based upon the achievement of a maximum target level of net sales CAGR and a maximum target level of 2018 adjusted EBITDA margin is as follows: Mr. Gustafsson –58,811 shares; Mr. Burns – 15,403 shares; Mr. Heel – 12,323 shares; Mr. Leonetti – 9,871 shares; and Mr. Terzich – 10,152 shares. (5) Represents the number of restricted shares that would vest on May 11, 2020, based upon achievement of a threshold target CAGR of 2019 net sales over 2016 net sales and a threshold target of 2019 adjusted EBITDA margin. The maximum number of restricted shares that may vest based upon the achievement of a maximum target level of net sales CAGR and a maximum target level of 2019 adjusted EBITDA margin is as follows: Mr. Gustafsson –36,412 shares; Mr. Burns – 8,375 shares; Mr. Heel – 6,556 shares; Mr. Leonetti – 9,104 shares; and Mr. Terzich – 5,281 shares. (6) Represents the number of restricted shares that would vest on May 10, 2021, based upon achievement of a threshold target CAGR of 2020 net sales over 2017 net sales and a threshold target of 2020 adjusted EBITDA margin. The maximum number of restricted shares that may vest based upon the achievement of a maximum target level of net sales CAGR and a maximum target level of 2020 adjusted EBITDA margin is as follows: Mr. Gustafsson –28,883 shares; Mr. Burns – 6,259 shares; Mr. Heel – 4,815 shares; Mr. Leonetti – 7,222 shares; and Mr. Terzich – 3,659 shares. See “Grants of Plan-Based Awards in 2018” table and footnote 2 to that table for a more detailed description of these awards. (7) The SAR granted on June 8, 2015 will vest with respect to 1,302 rights on June 8, 2019; the SAR granted on May 12, 2016 will vest with respect to 2,767 rights on each of May 12, 2019 and 2020; the SAR granted on May 11, 2017 will vest with respect to 1,927 rights on each of May 11, 2019 and 2020 and with respect to 1,928 rights on May 11, 2021; and the SAR granted on May 10, 2018 will vest with respect to 1,365 rights on May 10, 2019, and with respect to 1,366 rights on each of May 10, 2020, 2021 and 2022. (8) These restricted stock awards vest pro rata over three years after the grant date. (9) The SAR granted on May 15, 2015 will vest with respect to 1,132 rights on May 15, 2019; the SAR granted on May 12, 2016 will vest with respect to 2,214 rights on each of May 12, 2019 and 2020; the SAR granted on May 11, 2017 will vest with respect to 1,508 rights on each of May 11, 2019 and 2020 and with respect to 1,509 rights on May 11, 2021; and the SAR granted on May 10, 2018 will vest with respect to 1,050 rights on May 10, 2019, and with respect to 1,051 rights on each of May 10, 2020, 2021 and 2022. (10) The SAR granted on November 17, 2016 will vest with respect to 1,773 rights on each of November 17, 2019 and 2020; the SAR granted on May 11, 2017 will vest with respect to 2,095 rights on each of May 11, 2019, 2020 and 2021; and the SAR granted on May 10, 2018 will vest with respect to 1,576 rights on each of May 10, 2019, 2020, 2021 and 2022. (11) The SAR granted on May 15, 2015 will vest with respect to 917 rights on May 15, 2019; the SAR granted on May 12, 2016 will vest with respect to 1,824 rights on each of May 12, 2019 and 2020; the SAR granted on May 11, 2017 will vest with respect to 1,215 rights on each of May 11, 2019, 2020, and 2021; and the SAR granted on May 10, 2018 will vest with respect to 798 rights on each of May 10, 2019 and 2020, and with respect to 799 rights on each of May 10, 2021 and 2022. Option/Stock Appreciation Right ExercisesRights Exercised and Stock Vested in 2021 The table below sets forth information with respect to stock options and stock appreciation rights exercised by the named executive officersNamed Executive Officers during 20182021 and awards of restricted stock options and stock appreciation rights that vested in 2018.2021. Options and Stock Appreciation Rights Exercised and Stock Vested in 2018 Name   Number of Shares Acquired on Exercise (#)   Value Realized on Exercise ($)(1)   Number of Shares Acquired on Vesting (#)   Value Realized on Vesting ($) Anders Gustafsson   160,229   21,717,259   30,006   4,634,427 William Burns   0   0   7,372   1,184,385 Joachim Heel   0   0   6,410   990,025 Olivier Leonetti   0   0   0   0 Michael Terzich   18,966   2,063,605   5,195   802,368 (1) Value calculated as the difference between the market price of the underlying securities on the date of exercise and the exercise or base price of the exercised stock options or stock appreciation rights. www.zebra.com    Zebra TechnologiesCorporation  |  2019Proxy Statement   38 Back to Contents Name Number of Shares Acquired on Exercise (#) Value Realized on Exercise ($)(1) Number of Shares Acquired on Vesting (#) Value Realized on Vesting ($) Anders Gustafsson 53,291 24,664,680 25,561 8,223,271 Nathan Winters 405 167,034 801 249,261 William Burns 0 0 5,360 1,747,676 Joachim Heel 0 0 4,164 1,357,210 Cristen Kogl 1,845 798,111 2,127 686,306 (1) Value calculated as the difference between the market price of the underlying securities on the date of exercise and the exercise or base price of the exercised stock options or stock appreciation rights. Non-Qualified Deferred Compensation Pursuant to Zebra’s non-qualified deferred compensation plan, a named executive officerNamed Executive Officer may defer, on a pre-tax basis, up to 50% of his or her base salary and annual incentive award. Deferred compensation balances are credited with gains or losses whichthat mirror the performance of benchmark investment funds selected by the participant under the plan. All credited amounts are unfunded general obligations of Zebra, and participants have no greater rights to payment than any unsecured general creditor of Zebra. The value of a participant’s account changesis based upon the performance of a participant’s selected benchmark investment funds. Account balances are paid either in a lump sum or in annual installments. TheZebra’s non-qualified deferred compensation plan permits payment upon, among other things, a termination of employment or a change in control of Zebra. Zebra does not make contributions to the plan but pays the costs of administration.   Zebra Technologies Corporation ❘ 2022 Proxy Statement 63 Back to Contents The table below shows the funds available under theZebra’s non-qualified deferred compensation plan and the 20182021 rates of return. Fund Name 2018 2021 Rate of Return (%) American Funds New Perspective Fund Class R-6 (RNPGX) -5.56 18.10% American Funds EuroPacific Growth Fund Class R-6 (RERGX) -14.91 2.84 Vanguard Extended Market Index Fund Institutional Shares (VIEIX) -9.35 12.47 Vanguard Federal Money Market Fund (VMFXX) 1.78 0.01 Vanguard FTSE Social Index Fund (VFTAX) 27.71 Vanguard Institutional Index Fund Institutional Plus Shares (VINIX)(VIIIX) -4.41 28.69 Vanguard FTSE Social Index Fund (VFTSX) -3.45 Vanguard Institutional Target Retirement 2015 Fund (VITVX) -2.91 5.78 Vanguard Institutional Target Retirement 2020 Fund (VITWX) -4.21 8.24 Vanguard Institutional Target Retirement 2025 Fund (VRIVX) -5.02 9.90 Vanguard Institutional Target Retirement 2030 Fund (VTTWX) -5.82 11.46 Vanguard Institutional Target Retirement 2035 Fund (VITFX) -6.56 13.07 Vanguard Institutional Target Retirement 2040 Fund (VIRSX) -7.31 14.68 Vanguard Institutional Target Retirement 2045 Fund (VITLX) -7.87 16.33 Vanguard Institutional Target Retirement 2050 Fund (VTRLX) -7.87 16.60 Vanguard Institutional Target Retirement 2055 Fund (VIVLX) -7.84 16.59 Vanguard Institutional Target Retirement 2060 Fund (VILVX) -7.88 16.56 Vanguard Institutional Target Retirement 2065 Fund (SXFX)(VSXFX) -7.84 16.54 Vanguard Institutional Target Harbor Large Cap Value Fund Retirement Income Fund (VITRX)Class (HNLVX) -1.98 25.15 LSV Value Equity Fund (LSVEX) Retire Savings Trust III -14.57 1.48 PIMCO Inflation Response Multi-Asset Fund Instl (PIRMX) 13.83 PIMCO Total Return Instl (PTTRX) -0.26 -0.84 Royce Opportunity Fund Institutional Class (ROFIX) -19.83 30.89 T. Rowe Price International Discovery (PRIDX) -17.47 7.41 T. Rowe Price Small-Cap Stock (OTCFX) -3.24 17.14 Vanguard Total International Stock Index Fund Institutional Shares (VTSNX) -14.39 8.68 Vanguard Total Bond Market Index Fund Institutional Shares (VBTIX) -0.01 -1.65 T. Rowe Price Institutional Large Cap Growth Fund (TRLGX) 4.32 23.18   Zebra TechnologiesCorporation |❘ 20192022Proxy Statement 3964 Back to Contents NonqualifiedBack to Contents Non-Qualified Deferred Compensation for 2018 2021 The table below sets forth information regarding the named executive officers’Named Executive Officers’ participation in the Zebra’s non-qualified deferred compensation plan in 2018.2021. Name Executive Contributions in Last Fiscal Year ($)(1) Registrant Contributions in Last Fiscal Year ($) Aggregate Earnings in Last Fiscal Year ($)(2) Aggregate Withdrawals/ Distributions ($) Aggregate Balance at Last Fiscal Year-End ($) Anders Gustafsson 0 0 0 0 0 Nathan Winters 0 0 0 0 0 William Burns 42,190 0 69,808 0 490,368 Joachim Heel 41,176 0 175,158 0 915,164 Cristen Kogl 132,762 0 5,827 28,875 138,244 (1) The amount(s) reported in this column are included in the Summary Compensation Table under the “Salary” and “Non-Equity Incentive Plan Compensation” columns. (2) The amount(s) reported in this column are not included in the Summary Compensation Table. Potential Payments upon Termination of Employment or Change in Control Name   Executive Contributions in Last Fiscal Year ($)(1)   Registrant Contributions in Last Fiscal Year ($)   Aggregate Earnings in Last Fiscal Year ($)(2)   Aggregate Withdrawals/ Distributions ($)   Aggregate Balance at Last Fiscal Year-End ($) Anders Gustafsson   0   0   0   0   0 William Burns   52,252   0   (7,979)   0   136,602 Joachim Heel   107,032   0   (20,825)   0   230,137 Olivier Leonetti   0   0   0   0   0 Michael Terzich   0   0   0   0   0 (1) The amount(s) reported in this column are included in the summary compensation table under the “Salary” and “Non-Equity Incentive Plan Compensation” columns. (2) The amount(s) reported in this column are not included in the summary compensation table. General Our Named Executive Officers’ employment agreements, equity award agreements and Zebra’s compensation and benefit plans provide for compensation payments and benefits upon certain termination triggering events. The information below describes those instances in which our Named Executive Officers would be entitled to payments following a termination of employment and/or upon a change in control of Zebra. Employment Agreements Zebra has employment agreements with each of the named executive officers.Named Executive Officers. Mr. Gustafsson’s employment agreement is substantially the same as the agreements of Ms. Kogl and Messrs. Burns, Heel Leonetti, and Terzich,Winters except aswhere described below. Zebra’s Annual Incentive Plan and Equity Award Agreements Messrs. Burns, Heel, Leonetti, and Terzich Messrs. Burns, Heel, Leonetti, and Terzich are entitled to annual base salaries andNamed Executive Officers are eligible to earn targeted annual incentive awards under Zebra’s annual incentive plan.plan, and are eligible to earn time-vested restricted stock and performance-vested restricted stock under their equity award agreements. In addition, prior to 2021, Named Executive Officers were eligible to earn time-vested stock appreciation rights under their equity award agreements. Eligibility to receive equity-basedincentive-based compensation is determined in the sole discretion of the Compensation Committee.Committee for Ms. Kogl and Messrs. Burns, Heel and Winters, and the Board for Mr. Gustafsson. Mr. Gustafsson’s equity award agreements are substantially the same as the agreements of Ms. Kogl and Messrs. Burns, Heel and Winters, except where described below. All Named Executive Officers participated in the 2021 Zebra Incentive Plan. Under Zebra’s equity award agreements, each Named Executive Officer is bound by non-competition and non-solicitation provisions until one year following termination. Each Named Executive Officer has agreed to confidentiality covenants during and after employment. Pursuant to our Clawback Policy, which applies to all Section 16 Officers, the Company may recoup cash-based incentive compensation under Zebra’s annual incentive plan or equity-based incentive compensation awards where: (i) the Company is required to prepare an accounting restatement resulting from Executive misconduct, or (ii) an Executive’s misconduct results, or could result, in termination for Cause, including a willful violation of any material obligation under an employment, confidentiality, non-solicitation, non-competition or any similar type agreement.   Zebra Technologies Corporation ❘ 2022 Proxy Statement 65 Back to Contents Payments Upon Retirement or Voluntary Resignation Under Zebra’s annual incentive plan, a participant may be paid any earned incentive award amount in the event of termination by reason of retirement, but not voluntary resignation. Mr. Gustafsson was eligible for retirement under the 2021 Zebra Incentive Plan. Although none of the Named Executive Officers were age 65 as of December 31, 2021, their time vested stock appreciation rights granted in 2018 and 2019, and their time-vested restricted stock and performance-vested restricted stock granted in 2019 provide for pro rata vesting for a termination of employment by reason of retirement on or after age 65, or prior to age 65 with the approval of the Officer responsible for human resources, or with the approval of the Board for Mr. Gustafsson. Mr. Gustafsson meets the “Rule of 65” as it applies to stock awards granted in 2020 and 2021. Time-vested stock appreciation rights granted in 2020, time-vested restricted stock granted in 2020 and performance-vested restricted stock granted in 2020 and 2021 provide for pro rata vesting for a termination of employment by reason of retirement meeting the Rule of 65. Time-vested restricted stock granted in 2021 provide that upon termination of employment by reason of meeting the Rule of 65, time-vested restricted stock will continue to vest for 12 months or, if earlier, the next anniversary of the grant date. The Rule of 65 means the sum of the Officer’s age (in years) and years of continuous service with the Company (including its predecessors) equals or exceeds 65, provided that the Officer must meet both a minimum age of 55 and a minimum of five years of continuous service. The performance-vested restricted stock would vest pro rata in accordance with the performance goals. Payments Upon Death or Disability Under Zebra’s annual incentive plan, participants are entitled to any earned incentive award amount in the event of termination of employment by reason of death or disability. Ms. Kogl and Messrs. Burns, Heel and Winters Ms. Kogl’s and Messrs. Burns’, Heel’s and Winters’ 2018, 2019 and 2020 stock appreciation rights and 2019, 2020 and 2021 time-vested restricted stock accelerate vesting in full in the event of termination of employment by reason of death or disability. The target number of shares accelerate for Ms. Kogl’s and Messrs. Burns’, Heel’s and Winters’ 2019, 2020 and 2021 performance-vested restricted stock. Mr. Gustafsson Mr. Gustafsson’s 2018, 2019 and 2020 time-vested stock appreciation rights and 2019, 2020 and 2021 time-vested restricted stock accelerate vesting in full in the event of termination of employment by reason of death or disability. Mr. Gustafsson’s 2019, 2020 and 2021 performance-vested restricted stock vest in full at target. Payments Upon Involuntary Termination Without Cause or by Officer for Good Reason Under our Named Executive Officers’ employment agreements, “Cause” includes the commission, indictment or conviction of a felony or misdemeanor involving fraud or dishonesty; a material breach of the employment agreement; willful or intentional misconduct, gross negligence, or dishonest, fraudulent or unethical behavior; failure to materially comply with a direction of the Board; or breach of fiduciary duty to Zebra. “Good Reason” includes a demotion to a lesser position or assignment of duties materially inconsistent with the Named Executive Officer’s position, status or responsibilities; a material breach by Zebra of the employment agreement; or a decrease in base salary (unless applied proportionally). Under our Named Executive Officers’ award agreements, the time-vested stock appreciation rights granted in 2018, 2019 and 2020 to all Named Executive Officers vest pro rata based on the number of days from the grant date through and including the date of termination of employment. The time-vested restricted stock granted in 2019, 2020 and 2021 to all Named Executive Officers vest pro rata based on the number of days from the grant date through and including the date of termination of employment. In addition, performance-vested restricted stock granted in 2019, 2020 and 2021 to all Named Executive Officers accelerate vesting in accordance with the performance-based vesting goals on a pro rata basis. The Named Executive Officers’ employment agreements are summarized below. Zebra Technologies Corporation ❘ 2022 Proxy Statement 66 Back to Contents Ms. Kogl and Messrs. Burns, Heel and Winters If the officerMs. Kogl and Messrs. Burns, Heel or Winters terminates his or her employment for good reasonGood Reason, or Zebra terminates his or her employment without causeCause and under circumstances other than death or disability, the officerhe or she will be entitled to (i) a severance payment equal to one-year continuation of base salary; (ii) a pro rata portion of his or her annual incentive for the year in which his or her employment terminates, if the incentive otherwise would have been earned; (iii) any unpaid previously earned annual incentive; (iv) a severance payment equal to 100% of the officer’sExecutive’s target annual incentive for the year in which employment terminates; (v) outplacement services not to exceed $32,000; and (vi) the continuation of coverage under Zebra’s medical and dental insurance plans, with Zebra contributing to the cost of such coverage at the same rate Zebra pays for health insurance coverage for its active employees under its group health plan, until the earlier of (a) one year after the date of termination, or (b) the officerExecutive becoming eligible for coverage under another group health plan that does not impose preexisting condition limitations. “Cause” Mr. Gustafsson Mr. Gustafsson’s employment agreement also provides (i) that any decrease in Mr. Gustafsson’s starting date salary permits him to terminate his employment for Good Reason, and (ii) if Mr. Gustafsson terminates employment for Good Reason, or Zebra terminates his employment without Cause and under circumstances other than death or disability, he will not receive outplacement services, the unvested portion of non-performance-based equity awards will vest immediately (unless otherwise expressly set forth in an award agreement, such as Mr. Gustafsson’s time-vested stock appreciation rights and restricted stock agreements), the continuation of his salary will be for a period of two years, and, unless it is otherwise terminated, the continuation of healthcare coverage will be for a period of two years. Mr. Gustafsson’s employment agreement provides for a minimum base salary of $700,000, which was his starting date salary, a target annual incentive equal to 100% of salary and a maximum annual incentive equal to 200% of salary. Payments Upon Involuntary Termination Without Cause or by Officer for Good Reason Concurrently with a Change in Control Under our Executive Officers’ employment agreements, a “change in control” includes (i) an acquisition by a person or group of 35% or more of Zebra’s common stock; (ii) a change in a majority of the commission, indictment or convictionBoard within a 24-month period; (iii) the approval by our stockholders of a felonycomplete liquidation or misdemeanor involving frauddissolution of Zebra; or dishonesty;(iv) the consummation of a material breachreorganization, merger or consolidation of Zebra or sale or other disposition of all or substantially all of the employment agreement; willful or intentional misconduct, gross negligence, or dishonest, fraudulent or unethical behavior; failure to materially comply with a directionassets of the Board; or breach of fiduciary duty to Zebra. Ms. Kogl and Messrs. Burns Heel and Winters If the officerExecutive Officer terminates employment for good reasonGood Reason, or Zebra terminates the officer’sExecutive Officer’s employment without cause,Cause, and the termination occurs within 120 days immediately preceding or one year following a “change in control,” then the officerExecutive Officer will be entitled to all compensation and benefits set forth in the immediately preceding paragraph,Involuntary Termination Without Cause or by Executive Officer for Good Reason column in the tables under Potential Payments upon Termination of Employment or Change in Control, except that the officerMs. Kogl and Messrs. Burns, Heel and Winters will receive a payment equal to two times his or her base salary in lieu of one-year salary continuation, plus two times his or her target annual incentive in lieu of one times, which payment would be payable within 60 days following the later of the change in control or termination of employment. A “change in control” includes (1) We have eliminated excise tax gross-ups for all Executive Officers entering into employment agreements after January 1, 2011, and other than Mr. Gustafsson, none of our current Executive Officers have agreements with an acquisition byexcise tax-gross up clause. For Ms. Kogl and Messrs. Burns, Heel and Winters, who are not entitled to a person or group of 35% or more of Zebra’s common stock; (2)gross-up payment, after a change in a majoritycontrol and upon termination of their employment, if the parachute payments would exceed the 3X threshold, then the payments will be cut back to an amount that is one dollar less than the threshold. However, this cut back would not be made if Ms. Kogl and Messrs. Burns, Heel and Winters, as applicable, would have more “after excise tax” dollars if he or she paid the excise tax. Mr. Gustafsson Mr. Gustafsson’s employment agreement also provides that he will be entitled to all compensation and benefits set forth in the Involuntary Termination Without Cause or by Executive for Good Reason column in the tables under Potential Payments upon Termination of Employment or Change in Control, except that he will receive two times his target annual incentive in lieu of one times, which payment would be payable within 60 days following the later of the Board within a 24-month period; (3) the approval by our stockholderschange in control or termination of a complete liquidation or dissolution of Zebra; or (4) the consummation of a reorganization, merger or consolidation of Zebra or sale or other disposition of all or substantially all of the assets of Zebra. “Good reason” includes a demotion to a lesser position or assignment of duties materially inconsistent with the officer’s position, status or responsibilities; a material breach by Zebra of the employment agreement; or a decrease in base salary (unless applied proportionally). employment. If payments or benefits exceed the threshold under Section 4999 of the Internal Revenue Code and an excise tax becomes due, the officerMr. Gustafsson would be entitled to a gross-up payment such that, after payment by him of all applicable taxes and excise taxes, he retains an amount equal to the amount he would have retained had no excise tax been imposed; provided, that if the threshold under Section 4999 is exceeded by 10% or less, the total payments he would be entitled to would be reduced so that no excise tax would be due. Messrs. Burns, Heel and Leonetti are not entitled to a gross-up payment if payments exceed the 3X parachute payment threshold under the Internal Revenue Code. If the parachute payments would exceed the 3X threshold, then the payments will be cut back to an amount that is one dollar less than the threshold. However, this cut back would not be made if Messrs. Burns, Heel or Leonetti, as applicable, would have more “after excise tax” dollars if he paid the excise tax.   www.zebra.com  Zebra TechnologiesCorporation |❘ 20192022Proxy Statement 40 Back to Contents Each officer is bound by non-competition and non-solicitation provisions until two years following termination. Each officer has agreed to confidentiality covenants during and after employment. Mr. Gustafsson Mr. Gustafsson’s employment agreement provides for a minimum base salary of $700,000, a target annual incentive equal to 100% of salary and a maximum annual incentive equal to 200% of salary. Mr. Gustafsson’s agreement also provides (i) that any decrease in Mr. Gustafsson’s starting date salary permits him to terminate his employment for good reason and (ii) if Mr. Gustafsson terminates employment for good reason or Zebra terminates his employment without cause and under circumstances other than death or disability, he will not receive outplacement services, the unvested portion of non-performance-based equity awards will vest immediately (unless otherwise expressly set forth in an award agreement, such as Mr. Gustafsson’s time-vested SAR and restricted stock award agreements), the continuation of his salary will be for a period of two years, and, unless it is otherwise terminated, the continuation of healthcare coverage will be for a period of two years.   67 Back to Contents Potential Payments upon Termination of Employment or Change in Control Described below are the potential payments and benefits to which the named executive officersNamed Executive Officers would be entitled from Zebra under their employment agreements, their equity award agreements and Zebra’s compensation and benefit plans upon termination of employment if such termination had occurred as of December 31, 2018.2021. Amounts actually received would vary based on factors such as the date on which a named executive officer’sNamed Executive Officer’s employment terminates and the price of our common stock on such date. The tables exclude payments and benefits that are provided on a non-discriminatory basisgenerally available to full-time salaried employees, such as accrued salary and vacation pay. The named executive officersNamed Executive Officers are not entitled to any payments or benefits as a result of a termination of employment for cause.Cause.   RETIREMENT OR VOLUNTARY RESIGNATION Name   Salary Severance ($)   Incentive Severance ($)   Earned Incentive ($)(1)   Accelerated Options and SARs ($)   Accelerated Restricted Stock ($)(2)   Total ($)(3) Anders Gustafsson   0   0   0   0   0   0 William Burns   0   0   0   0   0   0 Joachim Heel   0   0   0   0   0   0 Olivier Leonetti   0   0   0   0   0   0 Michael Terzich   0   0   0   0   0   0 ANDERS GUSTAFSSON Executive’s Compensation and Benefits upon Termination Retirement or Voluntary Resignation ($) Death or Disability ($) Involuntary Termination Without Cause or by Executive for Good Reason ($) Involuntary Termination Without Cause or by Executive for Good Reason with a Change in Control(1) ($) Compensation         Salary Severance 0 0 2,400,000 2,400,000 Incentive Severance(2) 0 0 1,620,000 3,240,000 Earned Incentive 2,912,760 2,912,760 2,912,760 2,912,760 Accelerated SARs(3) 1,181,326 12,658,110 4,510,725 12,658,110 Accelerated Restricted Stock(4) 11,830,790 47,871,936 27,161,952 47,871,936 Benefits         Healthcare and Dental Coverage – – 25,453 25,453 Outplacement Services – – 0 0 Excise Tax Gross Up (Cutback)(5) – – – – TOTAL(6) 15,924,876 63,442,806 38,630,890 69,108,259 NATHAN WINTERS Executive’s Compensation and Benefits upon Termination Retirement or Voluntary Resignation ($) Death or Disability ($) Involuntary Termination Without Cause or by Executive for Good Reason ($) Involuntary Termination Without Cause or by Executive for Good Reason with a Change in Control(1) ($) Compensation         Salary Severance 0 0 550,000 1,100,000 Incentive Severance(2) 0 0 440,000 880,000 Earned Incentive 0 771,996 771,996 771,996 Accelerated SARs(3) 0 479,904 219,477 479,904 Accelerated Restricted Stock(4) 0 2,948,026 1,023,744 2,948,026 Benefits         Healthcare and Dental Coverage – – 20,010 20,010 Outplacement Services – – 32,000 32,000 Excise Tax Gross Up (Cutback)(5) – – – – TOTAL(6) 0 4,199,926 3,057,227 6,231,936   (1) Under the 2018 Zebra Incentive Plan, a participant may be paid any earned incentive award amount in the event of termination by reason of retirement, but not voluntary resignation. None of the named executive officers was eligible for retirement under the 2018 Zebra Incentive Plan.Technologies Corporation ❘ (2)2022 Proxy Statement Although none of the named executive officers was age 65 as of December 31, 2018, the time-vested restricted stock awards and performance-vested restricted stock awards granted in 2016, 2017 and 2018 provide for pro rata vesting for a termination of employment by reason of retirement on or after age 65 or prior to age 65 with the approval of the officer responsible for human resources. The performance-vested restricted stock awards would vest pro rata in accordance with the performance goals. (3) Excludes the amount of previously earned and fully vested deferred compensation under Zebra’s deferred compensation plans that would become immediately payable. See “Non-Qualified Deferred Compensation” above for additional information.68 Back to Contents WILLIAM BURNS Executive’s Compensation and Benefits upon Termination Retirement or Voluntary Resignation ($) Death or Disability ($) Involuntary Termination Without Cause or by Executive for Good Reason ($) Involuntary Termination Without Cause or by Executive for Good Reason with a Change in Control(1) ($) Compensation         Salary Severance 0 0 606,543 1,213,086 Incentive Severance(2) 0 0 606,543 1,213,086 Earned Incentive 0 1,071,008 1,071,008 1,071,008 Accelerated SARs(3) 0 2,484,658 903,997 2,484,658 Accelerated Restricted Stock(4) 0 9,771,994 5,286,566 9,771,994 Benefits         Healthcare and Dental Coverage – – 20,010 20,010 Outplacement Services – – 32,000 32,000 Excise Tax Gross Up (Cutback)(5) – – – – TOTAL(6) 0 13,327,660 8,526,667 15,805,842 JOACHIM HEEL Executive’s Compensation and Benefits upon Termination Retirement or Voluntary Resignation ($) Death or Disability ($) Involuntary Termination Without Cause or by Executive for Good Reason ($) Involuntary Termination Without Cause or by Executive for Good Reason with a Change in Control(1) ($) Compensation         Salary Severance 0 0 559,805 1,119,610 Incentive Severance(2) 0 0 475,834 951,669 Earned Incentive 0 840,208 840,208 840,208 Accelerated SARs(3) 0 1,933,461 699,246 1,933,461 Accelerated Restricted Stock(4) 0 7,556,659 4,068,192 7,556,659 Benefits         Healthcare and Dental Coverage – – 20,010 20,010 Outplacement Services – – 32,000 32,000 Excise Tax Gross Up (Cutback)(5) – – – – TOTAL(6) 0 10,330,328 6,695,295 12,453,617   Zebra TechnologiesCorporation |❘ 20192022Proxy Statement 4169 Back to Contents CRISTEN KOGL Executive’s Compensation and Benefits upon Termination Retirement or Voluntary Resignation ($) Death or Disability ($) Involuntary Termination Without Cause or by Executive for Good Reason ($) Involuntary Termination Without Cause or by Executive for Good Reason with a Change in Control(1) ($) Compensation         Salary Severance 0 0 547,529 1,095,058 Incentive Severance(2) 0 0 438,023 876,046 Earned Incentive 0 767,302 767,302 767,302 Accelerated SARs(3) 0 1,259,313 379,295 1,259,313 Accelerated Restricted Stock(4) 0 6,053,779 3,037,901 6,053,779 Benefits         Healthcare and Dental Coverage – – 13,940 13,940 Outplacement Services – – 32,000 32,000 Excise Tax Gross Up (Cutback)(5) – – – – TOTAL(6) 0 8,080,394 5,215,990 10,097,438 (1) Under the 2018 Long-Term Incentive Plan, if pursuant to a change in control of Zebra effective December 31, 2021 stockholders receive consideration consisting solely of publicly traded common stock and outstanding equity awards are assumed, or provision is made for the continuation of these awards after the change in control, then such awards will continue in accordance with their terms. These awards, however, also provide that if the participant’s employment is terminated by the participant for Good Reason or by Zebra without Cause after the change in control, then vesting of the awards will accelerate. Because Securities and Exchange Commission rules require that we assume a termination of employment occurs concurrently with a change in control, the amounts set forth in the table include equity awards that under the 2018 Long-Term Incentive Plan contain “double trigger” acceleration provisions. (2) The amounts assume termination of employment at year end and are based on actual performance. (3) The amounts reflect the difference between the exercise price of each stock appreciation right and the $595.20 closing price of our common stock on The Nasdaq Stock Market on December 31, 2021. (4) The amounts reflect the $595.20 closing price of our common stock on The Nasdaq Stock Market on December 31, 2021 for both the performance-vested restricted stock and time-vested restricted stock. Because no portion of the performance periods ending December 31, 2022 or December 31, 2023 have been completed as of December 31, 2021, the 2021 performance-vested restricted stock awards granted to Executives are reflected in the table on a pro-rata basis at target performance. (5) Represents estimated tax gross ups or estimated cutbacks on severance, accelerated options, stock appreciation rights and restricted stock and healthcare and dental benefits. (6) Excludes the amount of previously earned and fully vested deferred compensation under Zebra’s deferred compensation plans that would become immediately payable. See Non-Qualified Deferred Compensation on page 63 for additional information. Back to Contents DEATH OR DISABILITY Name   Salary Severance ($)   Incentive Severance ($)   Earned Incentive ($)(1)   Accelerated SARs ($)(2)   Accelerated Restricted Stock ($)(3)   Total ($)(4) Anders Gustafsson   0   0   2,473,973   1,462,525   22,850,611   26,787,109 William Burns   0   0   806,666   1,058,651   6,996,885   8,862,202 Joachim Heel   0   0   709,012   848,879   5,527,892   7,085,783 Olivier Leonetti   0   0   1,029,092   746,208   5,977,749   7,753,049 Michael Terzich   0   0   585,824   690,952   4,470,096   5,746,871 (1) Under the 2018 Zebra Incentive Plan, participants are entitled to any earned incentive award amount in the event of termination of employment by reason of death or disability. The amount assumes termination of employment at year end and is based on actual performance. (2) Time-vested SARs accelerate vesting in full, except that Mr. Gustafsson’s 2018, 2017, 2016, and 2015 time-vested SAR awards vest pro rata based on the number of days from the grant date through and including the date of termination of employment. The amounts reflect the difference between the exercise price of each SAR and the $159.23 closing price of our common stock on The NASDAQ Stock Market on December 31, 2018 for the following number of in-the-money SARs: Mr. Gustafsson – 40,640; Mr. Burns – 18,081; Mr. Heel – 14,288; Mr. Leonetti – 16,135; and Mr. Terzich – 11,404. (3) Time-vested restricted stock awards accelerate vesting in full, except that Mr. Gustafsson’s 2018, 2017, and 2016 time-vested restricted stock awards vest pro rata based on the number of days from the grant date through and including the date of termination of employment. For performance-vested restricted stock awards, the target number of shares accelerates, except that Mr. Gustafsson’s performance-vested restricted stock awards vest at target in a pro rata amount based on the number of days from the grant date through and including the date of termination of employment. The amounts reflect the $159.23 closing price of our common stock on The NASDAQ Stock Market on December 31, 2018, for the following number of shares of restricted stock: Mr. Gustafsson – 143,507; Mr. Burns – 43,942; Mr. Heel – 34,716; Mr. Leonetti – 37,542; and Mr. Terzich – 28,073. (4) Excludes the amount of previously earned and fully vested deferred compensation under Zebra’s deferred compensation plans that would become immediately payable. See “Non-Qualified Deferred Compensation” above for additional information. TERMINATION BY ZEBRA WITHOUT CAUSE OR BY OFFICER FOR GOOD REASON Name   Salary Severance ($)(1)   Incentive Severance ($)(1)   Earned Incentive ($)(2)   Accelerated SARs ($)(3)   Accelerated Restricted Stock ($)(4)   Medical, Dental, Outplacement ($)(5)   Total ($)(6) Anders Gustafsson   2,000,000   1,250,000   2,473,973   1,258,119   18,836,188   23,451   25,841,731 William Burns   477,405   405,794   806,666   8,488   4,726,395   48,937   6,473,686 Joachim Heel   475,088   356,316   709,012   6,531   3,754,403   48,937   5,350,287 Olivier Leonetti   546,000   518,700   1,029,092   9,795   3,260,306   48,937   5,412,830 Michael Terzich   421,824   295,277   585,824   4,963   3,065,177   48,937   4,422,002 (1) The named executive officers are entitled to severance equal to salary for one year and one times target incentive, except Mr. Gustafsson, who is entitled to salary for two years and one times target incentive. (2) Under the 2018 Zebra Incentive Plan, and in accordance with the named executive officers’ employment agreements, the named executive officer may be paid an earned incentive award amount in the event of termination by Zebra without cause or termination by the named executive officer for good reason. The amount assumes termination of employment at year end and is based on actual performance. (3) The time-vested SAR awards granted in 2018 to all executives, and Mr. Gustafsson’s 2018, 2016, and 2015 time-vested SAR awards, vest pro rata based on the number of days from the grant date through and including the date of termination of employment. The amounts reflect the difference between the exercise price of each SAR and the $159.23 closing price of our common stock on The NASDAQ Stock Market on December 31, 2018 for the following number of in-the-money SARs: Mr. Gustafsson – 19,480; Mr. Burns – 879; Mr. Heel – 676; Mr. Leonetti – 1,014; and Mr. Terzich – 514. (4) Time-vested restricted stock awards granted in 2018, 2017, and 2016 to all executives vest pro rata based on the number of days from the grant date through and including the date of termination of employment. Performance-vested restricted stock awards granted in 2017 and 2016 to executives accelerate vesting in accordance with the performance-based vesting goals on a pro rata basis. Because no portion of the performance periods ending December 31, 2019 or December 31, 2020 has been completed as of December 31, 2018, the 2018 performance-vested restricted stock awards granted to executives are reflected in the table on a pro-rata basis at target performance. The performance-vested restricted stock awards vest pro rata based on the number of days from the grant date through and including the date of termination of employment. The amounts reflect the $159.23 closing price of our common stock on The NASDAQ Stock Market on December 31, 2018 for the following number of shares of restricted stock: Mr. Gustafsson – 118,295; Mr. Burns – 29,683; Mr. Heel – 23,578; Mr. Leonetti – 20,475; and Mr. Terzich – 19,250. (5) The named executive officers are entitled to healthcare and dental coverage for up to one year and outplacement services with a value up to $32,000, except Mr. Gustafsson, who is entitled to healthcare and dental coverage for up to two years, but no outplacement services. (6) Excludes the amount of previously earned and fully vested deferred compensation under Zebra’s deferred compensation plans that would become immediately payable. See “Non-Qualified Deferred Compensation” above for additional information.   www.zebra.com  Zebra TechnologiesCorporation |❘ 20192022Proxy Statement 4270 Back to Contents TERMINATION BY ZEBRA WITHOUT CAUSE OR BY OFFICER FOR GOOD REASON CONCURRENTLY WITH A CHANGE IN CONTROL(1) Name   Salary Severance ($)(2)   Incentive Severance ($)(2)   Earned Incentive ($)(3)   Accelerated SARs ($)(4)(5)   Restricted Stock ($)(4) (6)   Medical, Dental, Outplacement ($)(7)   Excise Tax Gross Up ($)(8)   Total ($)(9) Anders Gustafsson   2,000,000   2,500,000   2,473,973   4,308,943   21,957,180   23,451   –   32,263,547 William Burns   954,810   811,589   806,666   1,058,651   6,996,885   48,937   –   10,677,537 Joachim Heel   950,176   712,632   709,012   848,879   5,527,892   48,937   –   8,797,528 Olivier Leonetti   1,092,000   1,037,400   1,029,092   746,208   5,977,749   48,937   –   9,931,386 Michael Terzich   843,648   590,554   585,824   690,952   4,470,096   48,937   –   7,230,010 (1) The named executive officers are entitled to the severance amounts and earned incentive award, if any, if Zebra terminates the named executive officer’s employment without cause or the named executive officers terminate employment for good reason within 120 days before or one year after a change in control, commonly referred to as a “double trigger.” The meanings of change in control, good reason and cause are set forth under “Employment Agreements” above. (2) The named executive officers, including Mr. Gustafsson, are entitled to severance equal to two times salary and target incentive. (3) Under the 2018 Zebra Incentive Plan, participants are entitled to any earned incentive award amount in the event of termination by Zebra without cause or, in accordance with the named executive officers’ employment agreements, termination by the named executive officer for good reason in the event of a change in control. The amount assumes termination of employment at year end and is based on actual performance. (4) Under the 2011 Long-Term Incentive Plan and the 2015 Long-Term Incentive Plan (collectively the “LTIPs”), if pursuant to a change in control of Zebra effective December 31, 2018 stockholders receive consideration consisting solely of publicly traded common stock and outstanding equity awards are assumed or provision is made for the continuation of these awards after the change in control, then such awards will continue in accordance with their terms. These awards, however, also provide that if the participant’s employment is terminated by the participant for good reason or by Zebra without cause after the change in control, then vesting of the awards will accelerate. Because Securities and Exchange Commission rules require that we assume a termination of employment occurs concurrently with a change in control, the amounts set forth in the table includes equity awards that under the LTIPs contain “double trigger” acceleration provisions. (5) The following number of unvested in-the-money SARs held by the named executive officers would be accelerated as a result of a change in control and concurrent termination of employment on December 31, 2018: Mr. Gustafsson – 76,776; Mr. Burns – 18,081; Mr. Heel – 14,288; Mr. Leonetti – 16,135; and Mr. Terzich – 11,404. The amounts reflect the difference between the $159.23 closing of our common stock on The NASDAQ Stock Market on December 31, 2018 and the base price of each SAR. (6) The following total number of unvested shares of restricted stock held by the named executive officers would be accelerated as a result of a change in control and concurrent termination of employment on December 31, 2018: Mr. Gustafsson – 137,896; Mr. Burns – 43,942; Mr. Heel – 34,716; Mr. Leonetti – 37,542; and Mr. Terzich – 28,073. Performance-vested restricted stock awards granted in 2017, 2016, and 2015 vest at the target number of shares. The amounts reflect the $159.23 closing price of our common stock on The NASDAQ Stock Market on December 31, 2018. (7) The named executive officers are entitled to healthcare and dental coverage for up to one year and outplacement services with a value up to $32,000, except Mr. Gustafsson, who is entitled to healthcare and dental coverage for up to two years, but no outplacement services. (8) Represents estimated tax gross ups on severance, accelerated options, SARs and restricted stock, and healthcare and dental benefits. (9) Excludes the amount of previously earned and fully vested deferred compensation under Zebra’s deferred compensation plans that would become immediately payable. See “Non-Qualified Deferred Compensation” above for additional information.   Zebra TechnologiesCorporation  |  2019Proxy Statement   43 Back to Contents CEO Pay Ratio Identification of Median Employee To identify the median employee, we used a valid statistical sampling method. We selected a median pool of employees from the overall population, including the identified median employee. We compiled a list of all full-time, part-time, temporary and seasonal employees who were employed on November 1, 2017,2021, including employees working inside and outside the United States, but excluding Mr. Gustafsson, who served as CEOChief Executive Officer (“CEO”) for all of 2017.2021. As permitted according to SECthe Securities and Exchange Commission’s guidance, we determined the median pool of employees based on a consistently applied compensation measure, which was target total cash compensation. We define target total cash compensation as base wages and annual incentives at target payable in cash during 2017.2021.   On November 1, 20172021, Zebra had 7,1619,925 employees worldwide. Under the five percent de minimis exception established by the SEC,Securities and Exchange Commission, the countries and applicable number of employees that were excluded are as follows: Country Name Headcount Country Name Headcount Argentina 14 Kazakhstan 2 Austria 12 Kenya 1 Belgium 10 Morocco 1 Denmark 8 New Zealand 3 Egypt 2 Norway 4 Finland 2 Portugal 4 France 86 Romania 4 Germany 74 Saudi Arabia 5 Greece 2 Serbia 4 Hong Kong 5 Spain 31 Hungary 4 Switzerland 3 Indonesia 4 Thailand 9 Israel 6 Ukraine 1 Italy 32 United Arab Emirates 14 Country Name Headcount   Country Name Headcount Argentina 16   New Zealand 3 Austria 11   Norway 3 Belgium 9   Philippines 4 Denmark 9   Portugal 7 Finland 4   Romania 7 France 91   Saudi Arabia 7 Germany 106   Serbia 5 Greece 3   South Africa 14 Hong Kong 3   Spain 34 Hungary 6   Sweden 19 Indonesia 7   Switzerland 5 Israel 6   Thailand 10 Italy 32   United Arab Emirates 16 Japan 24   Vietnam 18 Korea, Republic of 17       From the remaining 6,8139,429 employees, we determined the median individual based on estimated target total cash compensation and selected a medianable pool of 4513,773 employees (more than six(approximately forty percent (6%(40%) of our total employee population). We reviewed the pool of medianable employees to determine if it over-represented or under-represented any countries and determined that the pool included a representative mix of employees. We then obtained actual total cash compensation recorded during 20172021 via payroll data for the pool of medianable employees. We identified the median employee by referencing the actual payroll data and calculated such employee’s annual total compensation using the same methodology that we useused to determine the annual total compensation for the CEO, as reported above in the Summary Compensation Table. We believe there have been no changes in our employee population or our compensation arrangements in 2018 that would result in a material change in our pay ratio disclosure or our median employee. To calculate the below ratio, because our originally identified median employee was no longer employed by Zebra at December 31, 2018, as permitted by Item 402, we selected another employee whose total compensation is substantially similar to the original median employee’s total compensation. CEO Pay Ratio Calculation For 2018,2021, ● the total annual compensation of the employee identified at the median of all of our employees, other than Mr. Gustafsson, our CEO, was $60,450; and ● the total annual compensation of the employee identified at the median of all of our employees, other than Mr. Gustafsson, our CEO, was $68,162; and ● Mr. Gustafsson’s annual total compensation, as reported in the Summary Compensation Table, was $9,496,092. ● Based on this information, the ratio of the annual total compensation of Mr. Gustafsson to the median of the annual total compensation of all employees was estimated to be 139.32 to 1. ● Mr. Gustafsson’s annual total compensation, as reported in the Summary Compensation Table, was $13,589,616. ● Based on this information, the ratio of the annual total compensation of Mr. Gustafsson to the median of the annual total compensation of all employees was estimated to be 225 to 1. Our methodology may differ materially from the methodology used by other companies to prepare their CEO pay ratio,ratios, which may contribute to a lack of comparability between our pay ratio and the pay ratio reported by other companies, including those within our industry or peer group.   www.zebra.com  Zebra TechnologiesCorporation |❘ 20192022Proxy Statement 4471 Back to Contents Back to Contents Equity Compensation Plan Information The following table provides information related to Zebra’s equity compensation plans as of December 31, 2017.2021. Plan Category Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)   Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c)   Equity Compensation Plans Approved by Security Holders 510,230 (1)  $ 117.28 4,597,787 (2)  Equity Compensation Plans Not Approved by Security Holders 0     0 0   TOTAL 510,230   $ 117.28 4,597,787   (1) Reflects shares of Zebra common stock issuable pursuant to outstanding options and stock appreciation rights under the 2011 Long-Term Incentive Plan, 2015 Long-Term Incentive Plan, 2016 Stock Incentive Plan of Reflexis Systems, Inc. and 2018 Long-Term Incentive Plan (“2018 LTIP”). (2) Reflects the number of shares available under the 2018 LTIP (3,148,831 shares) and 2020 Employee Stock Purchase Plan (1,448,956 shares). All of the shares under the 2018 LTIP are available for any award made under the 2018 LTIP, including options, stock appreciation rights, restricted stock, restricted stock units, performance shares or performance units. Plan Category   Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)   Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b)   Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c)   Equity Compensation Plans Approved by Security Holders   1,320,325 (1)  $                  75.79   4,630,242 (2)  Equity Compensation Plans Not Approved by Security Holders   0   0   0   TOTAL   1,320,325   $                  75.79   4,630,242   (1) Reflects shares of Zebra common stock issuable pursuant to outstanding options and stock appreciation rights under the 2006 Incentive Compensation Plan, 2011 Long-Term Incentive Plan, 2015 Long-Term Incentive Plan and 2018 Long-Term Incentive Plan (“2018 LTIP”). (2) Reflects the number of shares available under the 2018 LTIP (3,789,980 shares) and 2011 Employee Stock Purchase Plan (840,262 shares). All of the shares under the 2018 LTIP are available for any award made under the 2018 LTIP, including options, stock appreciation rights, restricted stock, restricted stock units, performance shares or performance units. Compensation Committee Interlocks and Insider Participation During 2021, the Compensation Committee was comprised of Richard L. Keyser (Chair), Chirantan “CJ” Desai, Janice M. Roberts and Michael A. Smith. Only independent directors served on the Compensation Committee during 2018.2021. None of the members of the Compensation Committee (i) has ever been an officerOfficer or other employee of Zebra, or (ii) has any relationship requiring disclosure under Item 404 of the Security and Exchange Commission’s Regulation S-K. No executive officerExecutive Officer of Zebra served in 20182021 on the compensation committee or similar body of any organization that determined compensation payable to any member of the Compensation Committee. In addition, no Executive Officer of Zebra has served as a member of the board of directors or compensation committee of any entity that had one or more executive officers serving as a member of our Board of Directors or Compensation Committee.   Zebra TechnologiesCorporation |❘ 20192022Proxy Statement 4572 Back to Contents Proposal 2  Advisory Vote to Approve Compensation of Named Executive Officers Back to Contents Proposal 2  Advisory Vote to Approve Compensation of Named Executive Officers Zebra is seeking your advisory vote to approve the compensation of our named executive officersNamed Executive Officers as disclosed in this proxy statementProxy Statement in accordance with Section 14A of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission. This is known as a “say-on-pay” proposal. At Zebra’s 20182021 Annual Meeting of stockholders,Stockholders, the proposal was approved by 96.79%87.77% of the votes cast for or against the proposal. At Zebra’s 2017 Annual Meeting, our stockholders indicated a preference of holding an annual say on paysay-on-pay vote. We ask our stockholders to approve the following resolution: “Resolved, that the compensation of the named executive officersNamed Executive Officers of Zebra Technologies Corporation, as disclosed pursuant to Item 402 of Regulation S-K, as described in and including the Executive Summary-CompensationSummary — Compensation Discussion and Analysis, Compensation Discussion and Analysis, compensation tables and narrative discussion contained in this proxy statement,Proxy Statement, is approved by the stockholders of Zebra.” As described in detail under “Executive Summary — Compensation Discussion and Analysis,” and “Compensation Discussion and Analysis,” our total rewards and executive compensation programs areprogram is designed to attract, retain, motivate, develop and reward our named executive officers,Named Executive Officers, who are critical to our success. Under these programs,this program, our named executive officersNamed Executive Officers are rewarded for the achievement of specific annual, long-term and strategic goals, corporate and individual goals, and the realization of increased stockholder value. Our Compensation Committee regularly reviews the compensation programsprogram for our named executive officersNamed Executive Officers to ensure they achieveit achieves the desired goals of aligning our executive compensation structure with our stockholders’ interests and current market practices. Our Compensation Committee also regularly reviews its own processes to ensure alignment with its charterCharter and regulatory requirements. This review includes topics such topics as peer group and survey compensation review analysis, total rewardscompensation philosophy, Compensation Committee charterCharter review and a compensation risk assessment. The Compensation Committee also takes into account investor feedback regarding our compensation structure and its alignment with our strategy. We are asking our stockholders to approve our named executive officerNamed Executive Officer compensation as described in this proxy statement.Proxy Statement. This proposal gives you the opportunity to express your view on the compensation of our named executive officers.Named Executive Officers. This stockholder vote is not intended to address any specific element of compensation, but rather the overall compensation of our named executive officersNamed Executive Officers and the philosophy, policies and practices described in this proxy statement.Proxy Statement. We ask you to vote “FOR” the approval of the resolution included above. This vote is advisory, and therefore not binding on Zebra, our Compensation Committee or our Board of Directors. Our Board of Directors and Compensation Committee value the opinions of our stockholders and will consider the results of the vote, as appropriate, in making future decisions regarding the compensation of our named executive officers.Named Executive Officers.   THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.   www.zebra.com  Zebra TechnologiesCorporation |❘ 20192022Proxy Statement 4673 Back to Contents Back to Contents Reportof the Audit Committee The Audit Committee of Zebra’s Board of Directors is comprised of fourfive directors, all of whom are independent under applicable listing requirements of The NASDAQNasdaq Stock Market. The Audit Committee operates under a written charterCharter adopted by the Board of Directors. The members of the Audit Committee are: Mr. Smith,Manire, Chair, Mses. Connly and Connors (effective as of February 3, 2022), and Messrs. Ludwick, Modruson and Manire. Smith. The Audit Committee received reports from and met and held discussions with management, theour internal auditorsaudit team and the independent accountants. It reviewed and discussed Zebra’s audited financial statements with management, and management has represented to the Audit Committee that Zebra’s financial statements were prepared in accordance with accounting principles generally accepted in the United States and that such financial statements taken as a whole, present fairly, in all material respects, the information set forth therein. The Audit Committee also discussed with the independent accountants the matters required to be discussed by the applicable accounting standards.requirements of the Public Company Accounting Oversight Board and the Securities and Exchange Commission. The Audit Committee received the written disclosures and letter from the independent accountants required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’saccountants’ communications with the Audit Committee concerning independence, and discussed with the independent accountants the independent accountants’ independence. The Audit Committee recommended that the Board of Directors include the audited financial statements of Zebra in Zebra’s Annual Report on Form 10-K for the year ended December 31, 2018,2021, as filed with the Securities and Exchange Commission. This recommendation was based on the Audit Committee’s review and discussions with management, internal auditorsaudit team and Zebra’s independent accountants, as well as the Audit Committee’s reliance on management’s representationrepresentations described above.   Audit Committee Michael A. Smith, Chair Andrew K. Ludwick Ross W. Manire, Chair Linda M. Connly Nelda J. Connors Frank B. Modruson Michael A. Smith   Zebra TechnologiesCorporation |❘ 20192022Proxy Statement 4774 Back to Contents Back to Contents Feesof Independent Auditors Ernst & Young LLP acted as the principal independent auditor for Zebra during 20182021 and 2017. The firm2020. Ernst & Young also provided certain audit-related, tax and permitted non-audit services. The Audit Committee pre-approves all audit, audit-related, tax and permitted non-audit services performed for Zebra by its independent auditors. In 20182021 and 2017,2020, the Audit Committee approved in advance all engagements by Ernst & Young LLP on a specific project-by-project basis, including audit, audit-related, tax and permitted non-audit services. No impermissible non-audit services were rendered by Ernst & Young LLP to Zebra in 20182021 or 2017.2020.   Zebra paid Ernst & Young LLP the following fees and expenses for services provided for the years ended December 31, 20182021 and 2017:2020: Fees   2018     2017     2021   2020 Audit Fees(1)   $     5,501,778     $ 6,001,760   $ 4,962,790 $ 4,641,590 Audit-Related Fees(2)     433,000       2,000     1,154,900   776,289 Tax Fees(3)     301,000       718,090     156,096   439,927 All Other Fees(4)     –       –     293,200   – TOTAL   $     6,235,778     $ 6,721,850   $ 6,566,986 $ 5,857,806 (1) Consists of fees for the audit of Zebra’s annual financial statements and reviews of the financial statements included in the quarterly reports on Form 10-Q. Also includes fees for the 2021 and 2020 audits of internal control over financial reporting. (2) For 2021 and 2020, audit-related fees primarily consist of fees paid to Ernst & Young related to diligence for acquisitions. (3) For 2021 and 2020, tax-fees consist of fees paid to Ernst & Young related to tax consulting. (4) For 2021, all other fees primarily consist of permissible professional consultation services associated with business acquisitions. (1) Consists of fees for the audit of Zebra’s annual financial statements and reviews of the financial statements included in the quarterly reports on Form 10-Q. Also includes fees for the 2021 and 2020 audits of internal control over financial reporting. (2) For 2021 and 2020, audit-related fees primarily consist of fees paid to Ernst & Young related to diligence for acquisitions. (3) For 2021 and 2020, tax-fees consist of fees paid to Ernst & Young related to tax consulting. (4) For 2021, all other fees primarily consist of permissible professional consultation services associated with business acquisitions.   (1) Consists of fees for the audit of Zebra’s annual financial statements and reviews of the financial statements included in the quarterly reports on Form 10-Q.Also includes fees for the 2018 and 2017 audits of internal control over financial reporting. (2) For 2018, audit-related fees primarily consists of fees paid to Ernst & Young related to diligence for an acquisition. (3) For 2018, tax planning and tax consulting fees were $301,000, all of which related to tax consulting. For 2017, tax planning and tax consulting fees were$718,090, of which $546,300 related to Zebra’s international holding company restructuring.   www.zebra.com  Zebra TechnologiesCorporation |❘ 20192022Proxy Statement 4875 Back to Contents Proposal 3  Ratification of Appointment of Independent Auditors Back to Contents Proposal 3  Ratification of Appointment of Independent Auditors The Audit Committee appointed Ernst & Young LLP, independent certified public accountants, as auditors of Zebra’s financial statements for the year ending December 31, 2019.2022. Ernst & Young LLP has served as Zebra’s independent certified public accountants since 2005. The Board of Directors gives stockholders the opportunity to express their opinions on the matter of auditors for Zebra and, accordingly, is submitting a proposal to ratify the Audit Committee’s appointment of Ernst & Young. If this proposal does not receive the affirmative vote of a majority of the votes cast at the annual meeting,Annual Meeting, the Audit Committee may appoint another independent registered public accounting firm or may decide to maintain the appointment of Ernst & Young. Zebra expects that representatives of Ernst & Young will be present at the meetingAnnual Meeting and available to respond to questions. These representatives will be given an opportunity to make a statement if they would like to do so. THE BOARD OF DIRECTORS AND THE AUDIT COMMITTEE RECOMMEND A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2019.2022.   Zebra TechnologiesCorporation |❘ 20192022Proxy Statement 49 Back to Contents ExecutiveOfficers   76 Back to Contents Executive Officers The following information identifies and gives other information about our executive officers,Executive Officers, other than Anders Gustafsson, our CEO, about whom information is given above under “Proposal 1-Proposal 1– Election of Directors.” WilliamJ.Burns Senior Vice President,Chief Product andSolutions& Solutions Officer Age: 5154 Mr. Burns has served as Zebra’s Chief Product & Solutions Officer since February 2018. Mr. Burns joined Zebra in 2015 to lead its largest business unit as Senior Vice President, EnterpriseVisibility and Mobility, which includesincluded mobile computing, data capture and RFID solutions, as wellaswell as Zebra’s chief technology office.Chief Technology Office. Mr. Burns served as chief executive officerChief Executive Officer of Embrane, a Silicon Valley-based venture capital backed start-up, which was acquired by Cisco in April 2015. Prior tojoiningto joining Embrane, Mr. Burns served as chief executive officerChief Executive Officer of Spirent Communications, a globalleaderglobal leader in test and measurement solutions publicly traded on the London Stock Exchange. He hasalsohas also held various executive and sales leadership roles at Tellabs, Inc., now Coriant. Mr. Burns has aMBAan MBA from Temple University, a B.S. degree in business administration from Misericordia University,and an associate’s degree in engineering from Pennsylvania State University. MichaelCho Senior Vice President,Corporate Development Chief Strategy Officer Age:50 53 Mr. Cho joined Zebra in 2010 and has served as Zebra’s Chief Strategy Officer since February 2013. Mr. Cho served as Vice President, Strategy from 2010 until 2011 and VicePresident, Corporate Development from 2011 until 2013. From 2008 to 2010 he served as VicePresident,Vice President, Business Development, of the Healthcare division of Amcor Limited, a global packagingcompany.packaging company. Prior to that, Mr. Cho served from 2007 to 2008 as Vice President, Business DevelopmentofDevelopment of CommScope Inc., a global communications solutions company. From 2005 to 2007, Mr. ChoservedCho served as Vice President, Business Development of the Antenna & Cable Products Group at AndrewCorporation,Andrew Corporation, which he joined in 2004 as Director, Corporate Development & Strategy. From 1999 to2004to 2004 Mr. Cho was a consultant with McKinsey & Company. Mr. Cho received an MBA from HarvardBusinessHarvard Business School and a B.S. in Finance from the University of Illinois at Urbana-Champaign. JoachimHeel Senior Vice President,Global Sales Chief Revenue Officer Age:53 56 Mr. Heel joined Zebra in 2014 to lead Zebra’s global sales team as Senior Vice President, GlobalSales.Chief Revenue Officer. Previously, Mr. Heel served as vice presidentVice President of enterprise salesEnterprise Sales at IBM, where he oversawtheoversaw the sales of the company’sCompany’s product and services portfolio in Germany, Austria and Switzerland and,later, for the U.S. Midwest region. He is the former senior vice presidentSenior Vice President of global servicesGlobal Services for Avaya,a provider of business collaboration and communications solutions, as well as for Sun Microsystems,which was later acquired by Oracle Corporation. Earlier in his career, Mr. Heel was a partner atMcKinseyat McKinsey & Company, where he worked for 13 years. Mr. Heel received MBA and M.S. degrees fromthefrom the University of Karlsruhe in Germany and a Ph.D. in electrical engineering from the MassachusettsInstituteMassachusetts Institute of Technology. CristenL. Kogl Senior Vice President,Chief Legal Officer, General Counsel andCorporate& Corporate Secretary Age: 5356 Ms. Kogl joined Zebra in 2015 and currently serves as its Senior Vice President,Chief Legal Officer, General Counsel and& Corporate Secretary. Ms. Kogl has served as Zebra’s Chief Legal Officer, General Counsel & Corporate Secretary since September 2018. Prior to her current position, Ms. Kogl held a variety of progressive positionsincludingpositions including Vice President, Corporate Counsel and Vice President, Assistant General Counsel and Assistant Corporate Secretary. Prior to joining Zebra, Ms. Kogl was the Executive Vice PresidentandPresident and General Counsel at National Express LLC -— North American division of National Express Plc.Ms.Plc. Ms. Kogl held vice presidentVice President and corporate secretaryCorporate Secretary positions at The ServiceMaster Company whereshewhere she was also deputy general counselDeputy General Counsel and W.W. Grainger, Inc. where she was also chief complianceofficer.Chief Compliance Officer. Earlier in her career, at Spyglass, Inc., she held the roles of vice presidentVice President and general counsel.Ms.General Counsel. Ms. Kogl currently serves as a director of the U.S. Chamber of Commerce. Ms. Kogl received her Juris Doctor degree from the University of Wisconsin-Madison Law SchoolandSchool and her Bachelor of Arts in Political Science from Lake Forest College.   www.zebra.com  Zebra TechnologiesCorporation |❘ 20192022Proxy Statement 5077 Back to Contents Back to Contents Olivier LeonettiColleen M. O’Sullivan SVP Chief FinancialAccounting & Treasury Officer Age: 54 Mr. Leonetti joined Zebra in November 2016 as its Chief Financial officer. Mr. Leonetti joined Zebra fromWestern Digital, an industry-leading provider of storage technologies and solutions with $13 billionin revenue for fiscal year ended July 1, 2016. In that role, Mr. Leonetti was responsible for all financefunctions, including accounting, tax, treasury, financial planning and investor relations. Prior toWestern Digital, Mr. Leonetti served as Vice President, Finance – Global Commercial Organizationat Amgen, Inc., where he facilitated the implementation of worldwide product development andcommercial strategies. From 1997 to 2011, Mr. Leonetti served in various senior finance positionswith increasing responsibility at Dell Inc., including most recently as Vice President, Finance. Prior toDell Inc., Mr. Leonetti served in various worldwide finance capacities with Lex Rac Service plc andthe Gillette Company. He currently serves as a board member of Junior Achievement. He receivedhis MBA from the Institute of Business Management, Grenoble (I.A.E.), France and is a CharteredCertified Accountant obtained in England. Colleen O’Sullivan Chief Accounting Officer Age: 51 Ms. O’Sullivan joined Zebra in 2016 as Chief Accounting Officer. Ms. O’Sullivan most recently servedas Senior Vice President and Chief Financial Officer at Career Education Corporation. In addition to thatpositionthat position at Career Education Corporation, she held the positions of Senior Vice President, ControllerandController and Chief Accounting Officer, and Vice President and Controller. Previously, she held various financeandfinance and accounting positions at Hewitt Associates and Sears Holdings Corporation. Earlier in her career,she held various roles in the audit practice at Arthur Andersen. Ms. O’Sullivan received a Bachelorof ScienceB.S. from the University of Illinois and is a certified public accountant. JeffreyF.Schmitz Senior Vice President andChief Chief Human Resources & Marketing Officer Age: 5558 Mr. Schmitz joined Zebra in 2016 as Chief Marketing Officer and has served as its Chief Human Resources & Marketing Officer.Officer since 2020. Since 2009, Mr. Schmitz served ingrowing levels of responsibility for Spirent Communications, including general managerGeneral Manager of Networks& Applications, chief marketing officerChief Marketing Officer and, most recently, executive vice president.Executive Vice President. Prior to Spirent,Mr. Schmitz served as senior vice presidentSenior Vice President of Sales and Marketing at Rivulet Communications, amedicala medical imaging company, vice presidentVice President of Marketing & Product Management at Visual Networks,an enterprise software company, and Tellabs, where he held various executive positions. He holdsaholds a B.S. degree in electrical engineering from Marquette University and a M. S.an M.S. degree in computersciencecomputer science from the Illinois Institute of Technology. Michael H. TerzichStephen E.Williams Senior Vice President, ChiefAdministrative Officer Chief of Global Operations & Services Age: 5752 Mr. Terzich joined Zebra in 1992 and currently serves as Zebra’s Chief Administrative Officer. Prior tohis current position, he served as Senior Vice President, Global Sales and Marketing from 2011 to2014 and as Senior Vice President, Global Sales and Marketing of our Specialty Printer Group from2006 to 2011. From 2003 until 2006 he served as Zebra’s Senior Vice President, Office of the CEO,and from 2001 until 2003, as Vice President and General Manager, Tabletop and Specialty Printers.Prior to 2001, Mr. Terzich held a variety of positions of increasing responsibility including Vice Presidentand General Manager, Vice President of Sales for North America, Latin America, and Asia Pacific, VicePresident of Strategic Project Management, Director, Integration Project Management, Director ofPrinter Products, and Director of Customer and Technical Services. Mr. Terzich earned his B.S. degreein Marketing from the University of Illinois - Chicago and an MBA from Loyola University of Chicago. Stephen Williams Senior Vice President, ChiefSupply Chain Officer Age: 49 Mr. Williams joined Zebra in 2018 as its Chief Supply Chain Officer.of Global Operations & Services. Prior to joining Zebra, he servedin growing levels of responsibility for Cisco Systems, most recently as its Vice President, Americas,Supply Chain Operations.Operations from 2017 to 2018, and as Senior Director, Americas, Support Chain Operations from 2016 to 2017. Earlier in his career, Mr. Williams held various finance positions at AppliedMaterialsApplied Materials and Banknorth Group. Mr. Williams holds a B.S. degree in business administration fromMansfieldfrom Mansfield University of Pennsylvania. Nathan A. Winters Chief Financial Officer Age: 42 Nathan Winters was appointed Chief Financial Officer of Zebra in January 2021. Mr. Winters served as Zebra’s Acting Chief Financial Officer from August 2020 through January 2021. Mr. Winters joined Zebra in 2018 as Vice President of Corporate Financial Planning & Analysis and Business Operations. Prior to Zebra, Mr. Winters served as the Chief Financial Officer, Global Supply Chain at GE Healthcare from 2016 to 2018. In addition to that position at GE Healthcare, he held the position of Chief Financial Officer, Life Science BioProcess and previously held various finance positions of growing levels of responsibility at GE Healthcare and General Electric. Mr. Winters holds a B.A. degree in finance and economics from the University of Kentucky. The Board of Directors approves the appointment of Zebra’s executive officers.Executive Officers. There are no family relationships among any of our directors or executive officers.Executive Officers.   Zebra TechnologiesCorporation |❘ 20192022Proxy Statement 5178 Back to Contents Back to Contents Ownershipof Our Common Stock This table shows how many shares of our common stock certain individuals and entities beneficially owned on March 22, 2019,18, 2022, unless otherwise noted. These individuals and entities include: (1) owners of more than 5% of our outstanding common stock, (2) our directors, (3) the named executive officersNamed Executive Officers and (4) all directors and executive officersExecutive Officers as a group. A person has beneficial ownership over shares if the person has sole or shared voting or investment power over the shares or the right to acquire that power within 60 days. Investment power means the power to direct the sale or other disposition of the shares. Each individual or entity included in the table below has sole voting and investment power over the shares, except as described below. Name and Address   Number   % of Shares (1)  Number   % of Shares(1) More than 5% Stockholders                     The Vanguard Group, Inc.     5,659,950 (2)    10.49 % 5,902,683 (2) 11.18% Blackrock, Inc.     4,851,336 (3)    8.99 % BlackRock, Inc. 5,570,434 (3) 10.55% Directors and Executive Officers                     Anders Gustafsson     559,394 (4)    1.1 % 294,238 (4) * Linda M. Connly 1,313   * Nelda J. Connors 126   * Chirantan J. Desai     4,902       *   5,290   * Richard L. Keyser     44,656 (4)      *   16,455   * Andrew K. Ludwick     14,192 (4)      *   Ross W. Manire     28,572       *   12,757   * Frank Modruson     15,236       *   Janice Roberts     11,801       *   Frank B. Modruson 11,309   * Janice M. Roberts 6,132   * Michael A. Smith     42,583 (4)      *   7,644   * Nathan Winters 3,687 (4) * William Burns     44,870 (4)      *   28,633 (4) * Joachim Heel     59,139 (4)      *   68,875 (4) * Olivier Leonetti     32,779 (4)      *   Michael Terzich     46,554 (4)      *   Cristen Kogl 14,005 (4) * All Executive Officers and Directors as a group (17 persons)     958,880 (4)    1.77 % 494,522 (4) * * Less than one percent. (1) Based on shares of common stock outstanding on March 18, 2022. (2) The Vanguard Group, Inc. is an investment advisor located at 100 Vanguard Blvd., Malvern, Pennsylvania, 19355. According to Amendment No. 11 to its Schedule 13G filed on February 10, 2022, as of December 31, 2021, Vanguard had sole voting power with respect to 0 shares, sole dispositive power with respect to 5,681,193 shares, and shared dispositive power with respect to 221,490 shares. (3) BlackRock, Inc. is a holding company located at 55 East 52nd Street, New York, New York 10055. According to Amendment No. 11 to its Schedule 13G filed on February 9, 2022, as of January 31, 2022, BlackRock had sole voting power with respect to 4,928,448 shares, sole dispositive power as to all shares listed in the table, and shared dispositive power with respect to 0 shares. (4) Includes shares of common stock that may be acquired by May 17, 2022 upon exercise of stock options and stock appreciation rights as follows: Mr. Gustafsson — 128,584 shares; Mr. Winters — 1,050 shares; Mr. Burns — 18,395 shares; Mr. Heel — 36,214 shares; Ms. Kogl — 5,981; and directors and Executive Officers as a group — 195,649. * Less than one percent. (1) Based on shares of common stock outstanding on March 18, 2022. (2) The Vanguard Group, Inc. is an investment advisor located at 100 Vanguard Blvd., Malvern, Pennsylvania, 19355. According to Amendment No. 11 to its Schedule 13G filed on February 10, 2022, as of December 31, 2021, Vanguard had sole voting power with respect to 0 shares, sole dispositive power with respect to 5,681,193 shares, and shared dispositive power with respect to 221,490 shares. (3) BlackRock, Inc. is a holding company located at 55 East 52nd Street, New York, New York 10055. According to Amendment No. 11 to its Schedule 13G filed on February 9, 2022, as of January 31, 2022, BlackRock had sole voting power with respect to 4,928,448 shares, sole dispositive power as to all shares listed in the table, and shared dispositive power with respect to 0 shares. (4) Includes shares of common stock that may be acquired by May 17, 2022 upon exercise of stock options and stock appreciation rights as follows: Mr. Gustafsson — 128,584 shares; Mr. Winters — 1,050 shares; Mr. Burns — 18,395 shares; Mr. Heel — 36,214 shares; Ms. Kogl — 5,981; and directors and Executive Officers as a group — 195,649.   * Less than one percent. (1) Based on 53,947,751 shares of common stock outstanding on March 22, 2019. (2) The Vanguard Group, Inc. is an investment advisor located at 100 Vanguard Blvd., Malvern, Pennsylvania, 19355. According to Amendment No. 8 to itsSchedule 13G filed on February 11, 2019, as of December 31, 2018, Vanguard had sole voting power with respect to 29,181 shares, sole dispositivepower with respect to 5,628,203 shares, and shared dispositive power with respect to 31,747 shares. (3) Blackrock, Inc. is a holding company located at 55 East 52ndStreet, New York, New York 10055. According to Amendment No. 7 to its Schedule 13G filedon February 6, 2019, as of December 31, 2018, Blackrock had sole voting power with respect to 4,638,020 shares and dispositive power as to all shareslisted in the table. (4) Includes shares of common stock that may be acquired by May 21, 2019 upon exercise of stock options and stock appreciation rights as follows:Mr. Gustafsson – 217,454 shares; Mr. Keyser – 13,240 shares; Mr. Ludwick – 13,240 shares; Mr. Smith – 7,740 shares; Mr. Burns – 9,286 shares; Mr. Heel– 23,804 shares; Mr. Leonetti – 3,671 shares; Mr. Terzich – 4,754 shares; and directors and executive officers as a group – 301,953.   www.zebra.com  Zebra TechnologiesCorporation |❘ 20192022Proxy Statement 52 Back to Contents Section 16(a)Beneficial Ownership Reporting Compliance

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Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934 requires our directors, executive officersExecutive Officers and greater than ten percent stockholders to file reports of holdings and transactions in our common stock with the Securities and Exchange Commission. To our knowledge, all required reports were filed in a timely manner with the following exception. A Form 4 reporting, on behalf of Joachim Heel, our Senior Vice President, Global Sales,Michael A. Smith, the dispositionacquisition of 1,93310,796 shares of common stock to cover tax liabilitygifted from a family trust, in which Mr. Smith does not exercise control over or have a pecuniary interest in, on the vesting of time-vested restricted stock on SeptemberDecember 15, 20172020 was filed late due to an administrative error.

 

Zebra Technologies Corporation ❘ 2022 Proxy Statement

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StockholderProposals and Other Business

We expect the 20202023 Annual Meeting of Stockholders to be held on or about May 14, 2020.11, 2023. To be considered for inclusion in our proxy materials for the 20202023 Annual Meeting, a stockholder proposal must be received at our principal executive offices at Three Overlook Point, Lincolnshire, Illinois 60069 by December 5, 2019.2, 2022. In addition, our Amended and Restated By-Laws establish a proxy access procedure for nominating persons for election to the Board as well as an advance notice procedure for stockholder proposals to be brought before an annual meeting of stockholders, including proposed nominations of persons for election to the Board. A stockholder nomination intended to be brought before the 2023 Annual Meeting under our proxy access procedure must be delivered to our Chief Legal Officer, General Counsel & Corporate Secretary no earlier than November 2, 2022, and no later than December 2, 2022. A stockholder proposal or nomination intended to be brought before the 2020 annual meeting2023 Annual Meeting under our advance notice procedure must be delivered to the Chief Legal Officer, General Counsel & Corporate Secretary no earlier than January 4, 2020,1, 2023, and no later than February 3, 2020. January 31, 2023. In addition, to satisfying the foregoing notice requirements under our By-Laws, to comply with the universal proxy rules (once effective), stockholders who intend to solicit proxies in support of director nominees other than Zebra’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 13, 2023.

All proposals and nominations should be directed to ourto: 

Chief Legal Officer, General Counsel & Corporate Secretary
Zebra Technologies Corporation 
Three Overlook Point 
Lincolnshire, Illinois 60069.

60069
Email: zebralegal@zebra.com

The Board and our management have not received notice of and are not aware of any business to come before the 2019 annual meeting2022 Annual Meeting other than the proposals we refer to in this proxy statement.Proxy Statement. If any other matter comes before the annual meeting,Annual Meeting, the proxies will use their judgment in voting the proxies.

We have made our 20182021 Annual Report to Stockholders available in connection with this proxy solicitation, which includes our Annual Report on Form 10-K. If you would like another copy of our Annual Report on Form 10-K, excluding certain exhibits, please contact the Chief Financial Officer at the following address: Zebra Technologies Corporation, Three Overlook Point, Lincolnshire, Illinois 60069.

Questions and Answers About the Annual Meeting and These Proxy Materials

HOW DO I PARTICIPATE AT THE ANNUAL MEETING?

The 2022 Annual Meeting will be conducted solely by remote communication, in a virtual only format. Stockholders will not be able to attend the Annual Meeting in person. You may attend the virtual Annual Meeting at www.virtualshareholdermeeting.com/ZBRA2022. Only stockholders of record as of the close of business on March 18, 2022 can participate at the Annual Meeting. Stockholders of record will need their 16-digit control number found on their proxy card, voting instruction form or notice to enter the Annual Meeting. Once admitted, stockholders of record may vote. Stockholders do not need to vote at the Annual Meeting if they have already voted by proxy.

Once admitted, stockholders of record may submit questions during the Annual Meeting by typing their question into the “Ask a Question” field and clicking “Submit.” Only questions pertinent to Annual Meeting matters will be answered during the Annual Meeting, subject to time constraints. If any questions pertinent to Annual Meeting matters cannot be answered during the Annual Meeting due to time constraints, we will post and answer a representative set of these questions online at investors.zebra.com, under the Events section. The questions and answers will be available as soon as reasonably practicable after the Annual Meeting and will remain available until one week after posting.

 

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WHAT MATTERS WILL BE VOTED ON AT THE ANNUAL MEETING?

The following matters will be voted on at the meeting:Annual Meeting:

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Proposal 1: To elect three Class II directors with terms to expire in 2025; 

●	Proposal 1: To elect the two Class II directors named in this proxy statement with terms to expire in 2022;
●	Proposal 2: To hold an advisory vote to approve the compensation of our named executive officers;
●	Proposal 3: To ratify the appointment by our Audit Committee of Ernst & Young LLP as our independent auditors for 2019; and
●	Such other business if properly presented or any adjournment or postponement of the annual meeting.

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Proposal 2: To hold an advisory vote to approve the compensation of our Named Executive Officers; 

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Proposal 3: To ratify the appointment by our Audit Committee of Ernst & Young LLP as our independent auditors for 2022; and 

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Such other business if properly presented or any adjournment or postponement of the Annual Meeting.

HOW DOES THE BOARD OF DIRECTORS RECOMMEND THAT I VOTE?

Zebra’s Board recommends that you vote:

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FOR the election of three Class II directors with terms to expire in 2025;

●	FOR the election of the two directors nominated by our Board and named in this proxy statement, consisting of two Class II Directors with terms expiring in 2022;
●	FOR the approval, on an advisory basis, of the compensation of our named executive officers; and
●	FOR ratification of the appointment by our Audit Committee of Ernst & Young LLP as our independent auditors for 2019.

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FOR the approval, on an advisory basis, of the compensation of our Named Executive Officers; and

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FOR ratification of the appointment by our Audit Committee of Ernst & Young LLP as our independent auditors for 2022.

WILL THERE BE ANY OTHER ITEMS OF BUSINESS ON THE AGENDA?

If any other items of business or other matters are properly brought before the annual meeting,Annual Meeting, your proxy gives discretionary authority to the persons named on the proxy card with respect to those items of business or other matters. The persons named on the proxy card intend to vote the proxy in accordance with their judgment. Because the deadlines for stockholder proposals and nominations have passed, we do not expect any items of business to be brought before the annual meetingAnnual Meeting other than the items described in this proxy statement.Proxy Statement.

Per the Rules for Conduct of Meeting, which will be available at the Annual Meeting, nominations made during the Annual Meeting for membership on the Board will not be accepted unless the stockholder has previously notified the Chief Legal Officer, General Counsel, & Corporate Secretary in writing of the intent to make the nomination (following all procedures set forth in the Company’s By-laws), and the person nominated has given written consent to such nomination and agreed to serve if elected.

WHO IS ENTITLED TO VOTE AT THE ANNUAL MEETING?

Holders of our Class A common stockCommon Stock at the close of business on March 22, 2019,18, 2022, the record date, may vote at the meeting.Annual Meeting. We refer to the holders of our Class A common stockCommon Stock as “stockholders” throughout this proxy statement.Proxy Statement. Each stockholder is entitled to one vote for each share of Class A common stockCommon Stock held as of the record date. A list of stockholders of record entitled to vote at the Annual Meeting will be available to stockholders during the Annual Meeting at www.virtualshareholdermeeting.com/ZBRA2022. To access such list of stockholders beginning on May 2, 2022, and until the Annual Meeting, please send your request, along with proof of ownership, to Zebra Technologies Investor Relations at InvestorRelations@zebra.com.

WHAT IS THE DIFFERENCE BETWEEN HOLDING SHARES AS A STOCKHOLDER OF RECORD AND AS A BENEFICIAL OWNER?

You may own shares directly in your name as a stockholder of record, which includes shares for which you have certificates. If your shares are registered directly in your name, you are theholder of record of those shares and you have the right to give your voting proxy directly to us or to vote in person at the meeting.

Annual Meeting. You may also own shares indirectly through a broker, bank or other holder of record. If you hold your shares indirectly, you hold the shares in “street name” and are abeneficial holder. As a beneficial holder, you have the right to direct your broker, bank or other holder of record how to vote by completing a voting instruction form.

DO I HAVE TO DO ANYTHING IN ADVANCE IF I PLAN TO ATTEND THE ANNUAL MEETING IN PERSON?

An individual who is a beneficial owner of Class A common stock must bring to the meeting a legal proxy from the organization that holds the shares or a brokerage statement showing ownership of shares as of the close of business on the record date. Representatives of institutional stockholders must bring a legal proxy or other proof that they are representatives of a firm that held shares as of the close of business on the record date and are authorized to vote on behalf of the institution.

DO I HAVE ELECTRONIC ACCESS TO THE PROXY MATERIALS AND ANNUAL REPORT?

Forholders of record,, we are pleased to offer the opportunity to receive stockholder communications electronically. By signing up for electronic delivery of documents such as our annual reportAnnual Report and the proxy statement,Proxy Statement, you can access stockholder communications as soon as they are available without waiting for them to arrive in the mail. Holders of record can also reduce the number of documents in their personal files, eliminate duplicate mailings, conserve natural resources, and help reduce our printing and mailing costs. If you are a holder of record and would like to receive stockholder communications electronically in the future, please contact Computershare at 800-522-6645 or 201-680-6578. Enrollment is effective until cancelled.

canceled.

Beneficial holders should refer to the information provided by the broker, bank or other institution that is the holder of record for instructions on how to elect to receive proxy statements and annual reports via the Internet. Most stockholders who hold their stock through a broker, bank or other holder of record and who have electronic access will receive an e-mail message containing the Internet address to use to access our proxy statementProxy Statement and annual report.Annual Report.

 

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WHY DID I RECEIVE A ONE-PAGE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS IN THE MAIL REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS INSTEAD OF A FULL SET OF PRINTED MATERIALS?

Pursuant to rules adopted by the SEC,Securities and Exchange Commission, we have made these proxy materials available via the Internet and have elected to use the SEC’sSecurities and Exchange Commission’s notice and access rules for soliciting proxies. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials to all stockholders as of the record date. You may access these proxy materials on the website referred to in the Notice of Internet Availability of Proxy Materials. You may also request to receive a printed set of these proxy materials. Instructions on how to access these proxy materials via the Internet and how to request a printed copy can be found in the Notice of Internet Availability of Proxy Materials. Additionally, by following the instructions in the Notice of Internet Availability of Proxy Materials, you may request to receive proxy materials in printed form by mail or electronically by e-mail on an ongoing basis. As noted above, choosing to receive your future proxy materials by e-mail will save Zebra the cost of printing and mailing documents to you and will reduce the impact of our annual meetings on the environment.

WHY DID MY HOUSEHOLD RECEIVE ONLY ONE COPY OF THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS OR PROXY MATERIALS?

In addition to furnishing proxy materials electronically, we take advantage of the SEC’sSecurities and Exchange Commission’s “householding” rules to reduce the delivery cost of materials. Under such rules, only one Notice of Internet Availability of Proxy Materials or, if you have requested paper copies, only one set of proxy materials is delivered to multiple stockholders sharing an address unless we have received contrary instructions from one or more of the stockholders. If you are a stockholder sharing an address and wish to receive a separate Notice of Internet Availability of Proxy

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Materials, you may do this by contacting Broadridge Financial Solutions by phone at 1-866-540-7095 or by mail at Broadridge Householding Department, 51 Mercedes Way, Edgewood, NJ, 11717. A separate copy will be promptly provided following receipt of your request, and you will receive separate materials in the future. If you currently share an address with another stockholder but are nonetheless receiving separate copies of the materials, you may request delivery of a single copy in the future by contacting Broadridge at the number or address shown above.

HOW DO I VOTE MY SHARES?

Your vote is important. We encourage you to vote promptly, which may save us the expense of a second mailing.

If you are aholder of record, you may vote your shares in any of the following ways:

●

by telephone — You may vote your shares by calling the toll-free telephone number on your proxy card. You may vote by telephone 24 hours a day through 11:59 p.m., Eastern Time, on May 11, 2022. The telephone voting system has easy-to-follow instructions and allows you to confirm that the system has properly recorded your vote. If you vote by telephone, you do not need to mail a proxy card.

●	by telephone – You may vote your shares by calling the toll-free telephone number on the Notice of Internet Availability of Proxy Materials or your proxy card. You may vote by telephone 24 hours a day through 11:59 p.m., Eastern Time, on May 15, 2019. The telephone voting system has easy-to-follow instructions and allows you to confirm that the system has properly recorded your vote. If you vote by telephone, you do not need mail a proxy card.
●	via the Internet – You may vote your shares via the website http://www.proxyvote.com. You may vote via the Internet 24 hours a day through 11:59 p.m., Eastern Time, May 15, 2019. As with telephone voting, you may confirm that the system has properly recorded your vote. If you vote via the Internet, you do not need to mail a proxy card. You may incur costs such as telephone and Internet access charges if you vote via the Internet.
●	by mail – If you received your proxy materials by mail, you may vote your shares by marking, dating and signing your proxy card and returning it by mail in the enclosed postage-paid envelope.
●	in person at the annual meeting – If you choose not to vote by telephone, via the Internet or by mail, you may still attend the meeting and vote in person. If you vote prior to the meeting, you may still attend the meeting and vote in person.

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via the Internet — You may vote your shares via the website http://www.proxyvote.com or by scanning the QR Barcode on the Notice of Internet Availability of Proxy Materials or your proxy card. You may vote via the Internet 24 hours a day through 11:59 p.m., Eastern Time, May 11, 2022. As with telephone voting, you may confirm that the system has properly recorded your vote. If you vote via the Internet, you do not need to mail a proxy card. You may incur costs such as telephone and Internet access charges if you vote via the Internet.

●

by mail — If you received your proxy materials by mail, you may vote your shares by marking, dating and signing your proxy card and returning it by mail in the enclosed postage-paid envelope.

●

at the Annual Meeting — If you choose not to vote by telephone, via the Internet or by mail, you may still attend the virtual Annual Meeting and vote. You will need your 16-digit control number found on the proxy card, voting instruction form or notice to vote at the Annual Meeting. If you vote prior to the Annual Meeting, you may still attend the virtual Annual Meeting and vote.

If you are abeneficial holder, the instructions that accompany your proxy materials will indicate whether you may vote by telephone, via the Internet or by mail. If your shares are held in street name and you wishdesire to attendvote online during the meeting and voteVirtual Annual Meeting, you should follow the instructions provided by your bank, broker or other holder of record to be able to participate in person, you must bring a legal proxy from the organization that holds the shares or a brokerage statement showing ownership of shares as of the close of business on the record date.meeting.

CAN I REVOKE OR CHANGE MY VOTE AFTER I SUBMIT MY PROXY?

If you are theholder of record, you may revoke your proxy at any time before your shares are voted if you (1) submit a written revocation to our Chief Legal Officer, General Counsel & Corporate Secretary, (2) submit a later-dated proxy to our Chief Legal Officer, General Counsel & Corporate Secretary, (3) provide subsequent telephone or Internet voting instructions, or (4) vote in person at the meeting.Annual Meeting. Your attendance at the Annual Meeting will not automatically revoke your proxy unless you vote again electronically at the Annual Meeting. If you are abeneficial owner of shares, you must contact the broker or other nominee holding your shares and follow their instructions for changing your vote.

 

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WHAT IF I DO NOT SPECIFY HOW MY SHARES ARE TO BE VOTED?

Our Board has appointed Michael A. Steele and Cristen Kogl to serve as the proxies for the meeting.Annual Meeting. Mr. Steele is Vice President, Investor Relations of Zebra. Ms. Kogl is Senior Vice President,Chief Legal Officer, General Counsel and& Corporate Secretary of Zebra. By giving us your proxy, you are authorizing the proxies to vote, jointly or individually, your shares in the manner you indicate.

If you are aholder of record and you submit a proxy, but you do not provide voting instructions, your shares will be voted:

●

FOR the election of three Class II directors with terms to expire in 2025 (Proposal 1); 

●	FOR the election of two directors nominated by our Board and named in this proxy statement as Class II directors with terms to expire in 2022 (Proposal 1);
●	FOR the approval, on an advisory basis, of the compensation of our named executive officers (Proposal 2);
●	FOR ratification of the appointment by our Audit Committee of Ernst & Young LLP as our independent auditors for 2019 (Proposal 3); and
●	In the discretion of the named proxies regarding any other matters properly presented for a vote at the annual meeting.

●

FOR the approval, on an advisory basis, of the compensation of our Named Executive Officers (Proposal 2);

●

FOR ratification of the appointment by our Audit Committee of Ernst & Young LLP as our independent auditors for 2022 (Proposal 3); and 

●

In the discretion of the named proxies regarding any other matters properly presented for a vote at the Annual Meeting.

If you are abeneficial owner and you do not provide the broker or other nominee that holds your shares with voting instructions, the broker or other nominee will determine if he or she has the discretionary authority to vote on the particular matter. Under the NYSE’s rules, brokers and other nominees have the discretion to vote on routine matters such as Proposal 3, but do not have discretion to vote on non-routine matters such as Proposals 1 and 2. If you do not provide voting instructions to your broker or other nominee, your broker or other nominee may only vote your shares on Proposal 3 and any other routine matters properly presented for a vote at the meeting.Annual Meeting.

WHAT CONSTITUTES A QUORUM, AND WHY IS A QUORUM REQUIRED?

A quorum is necessary to hold a valid meeting of stockholders. If stockholders holding a majority of the voting power of the stock issued and outstanding and entitled to vote at the meetingvirtual Annual Meeting are present in person or by proxy, a quorum will exist. Shares owned by Zebra are not voted and do not count for quorum purposes. On March 22, 2019,18, 2022, we had 53,947,75152,810,213 shares of Class A common stockCommon Stock outstanding, meaning that 26,973,87626,405,107 shares of Class A common stockCommon Stock must be present at the virtual Annual Meeting or represented in person or by proxy to have a quorum. Your shares will be counted towards the quorum if you submit a proxy or vote at the meeting.Annual Meeting. Abstentions and broker non-votes will also count towards the quorum requirement. If there is not a quorum, a majority of the shares present at the meetingAnnual Meeting may adjourn the meetingAnnual Meeting to a later date.

To assure the presence of a quorum at the meeting,virtual Annual Meeting, and even if you plan to attend the meeting,Annual Meeting, please vote your shares by toll-free telephone or via the Internet or, if you received your proxy materials by mail, complete, sign and date your proxy card and return it promptly in the enclosed postage-paid envelope.

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WHAT IS THE EFFECT OF A BROKER NON-VOTE?

Brokers or other nominees who hold shares of our Class A common stockCommon Stock for a beneficial owner have the discretion to vote on routine proposals when they have not received voting instructions from the beneficial owner at least ten days prior to the meeting.Annual Meeting. A broker non-vote occurs when a broker or other nominee does not receive voting instructions from the beneficial owner and does not have the discretion to direct the voting of the shares. Broker non-votes will be counted for purposes of calculating whether a quorum is present at the meeting.virtual Annual Meeting. Thus, a broker non-vote will not affect our ability to obtain a quorum. Broker non-votes will not have any effect on the outcome of any proposal to be voted on at the meeting.Annual Meeting.

 

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WHAT IS THE VOTE REQUIRED FOR EACH PROPOSAL?

Nominees for director are elected by a plurality of the votes cast; however, each nominee who is elected by a plurality vote who does not receive a majority vote will have his or her resignation from the Board considered in accordance with Zebra’s Resignation Policy Relating to Majority Voting, which is included as Exhibit A to Zebra’s Corporate Governance Guidelines. A “majority vote” means that the number of votes cast in favor of a nominee must exceed the number of votes withheld with respect to that nominee. Zebra hasZebra’s Resignation Policy Relating to Majority Voting includes a resignation process with respect to uncontested elections of directors if a nominee does not receive a majority vote for election to the Board. Prior to making these proxy materials available, each nominee for director submits a binding but contingent letter of resignation. If a nominee is then elected by a plurality vote but does not receive a majority vote, the nominee will have his or her resignation considered by the Nominating and Governance Committee in light of the best interests of Zebra and its stockholders. The Nominating and Governance Committee will make a recommendation to the Board concerning the acceptance or rejection of the resignation(s).

In anya contested election, nominees for director will continue to be elected by a plurality of the votes cast without a contingent resignation to be considered by the Board conditioned on receipt of a majority vote. A “contested election” means an election of directors (i) for which the Chief Legal Officer, General Counsel & Corporate Secretary of Zebra has received a notice that a stockholder has nominated a person for election to the Board in compliance with Zebra’s Amended and Restated By-Laws, and (ii) such nomination has not been withdrawn at least five days prior to the date Zebra first makes these proxy materials available to stockholders. Neither abstentions nor broker non-votes count as votes cast.

Proposal		Vote Required		Broker Discretionary Voting Allowed
Proposal 1 –— Election of twothree Class II directors with terms expiringto expire in 20222025		Plurality of votes cast with resignation process if majority vote not achieved		No
Proposal 2 –— Advisory vote to approve named executive officer compensation		Majority of the votes cast for or against		No
Proposal 3 –— Ratify the appointment of Ernst & Young LLP as our independent auditors for 20192022		Majority of the votes cast for or against		Yes

With respect to Proposal 1, you may vote FOR all nominees, WITHHOLD your vote as to all nominees, or vote FOR all nominees except those specific nominees from whom you WITHHOLD your vote. The twothree nominees receiving the most FOR votes will be elected. A properly executed proxy that is marked WITHHOLD with respect to the election of one or more directors will not be voted with respect to the director or directors indicated. WITHHOLD votes may prevent a director from obtaining a majority of FOR votes, which would trigger the aforementioned resignation process under the Resignation Policy Relating to Majority Voting. Proxies may not be voted for more than three nominees for director and stockholders may not cumulate votes in the election of directors.

With respect to Proposals 2 and 3, you may vote FOR, AGAINST or ABSTAIN. If you ABSTAIN from voting on any of these proposals, your abstention will not affect the vote on the proposal since the proposal requires approval of a majority of the votes cast for or against.

WHAT HAPPENS IF THE ANNUAL MEETING IS ADJOURNED OR POSTPONED?

Your proxy will still be effective and will be voted at the rescheduled annual meeting.Annual Meeting. You will still be able to change or revoke your proxy until it is voted.

WHO IS PAYING FOR THE COSTS OF THIS PROXY SOLICITATION?

We will bear the expense of soliciting proxies. We have retained Alliance Advisors LLC to solicit proxies for a fee of $16,500$17,000 plus a reasonable amount to cover expenses. Proxies may also be solicited in person, by telephone or electronically by Zebra personnel who will not receive additional compensation for such solicitation. Copies of proxy materials and the Annual Report will be supplied to brokers and other nominees for the purpose of soliciting proxies from beneficial owners, and we will reimburse such brokers or other nominees for their reasonable expenses.

HOW CAN I FIND THE RESULTS OF THE ANNUAL MEETING?

Preliminary results will be announced at the meeting.Annual Meeting. Results also will be published in a current report on Form 8-K to be filed with the SECSecurities and Exchange Commission within four business days after the meeting.Annual Meeting. If the official results are not available at that time, we will provide preliminary voting results in the Form 8-K and will provide the final results in an amendment to the Form 8-K as soon as they become available.

 

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