UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES

EXCHANGE ACT OF 1934

(Amendment No.     )

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ZEBRA TECHNOLOGIES CORPORATIONZebra Technologies Corporation

(Name of Registrant as Specified in Its Charter)

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On behalf of the Board of Directors, we would like to thank you for your continued investment in Zebra Technologies. It is my privilege to serve as Zebra Technologies' Lead Independent Director, transitioning from Board Chair as of March 1, 2023.

The end of 2022 marked a historic moment for Zebra Technologies with the announcement of Anders Gustafsson's retirement as Chief Executive Officer and transition to Executive Chair of the Board. Mr. Gustafsson joined Zebra as CEO in 2007 and has since transformed the Company into a market leading enterprise asset intelligence solutions provider dedicated to ensuring every front-line worker and asset at the edge is visible, connected and fully optimized.

We are excited to welcome William J. Burns as Zebra's new CEO and member of the Board of Directors. Mr. Burns brings more than 30 years of experience in the technology sector and has served as CEO at two other companies prior to joining Zebra. Mr. Burns has been an integral part of Zebra’s Executive Leadership Team for the past seven years, most recently as Chief Product & Solutions Officer. During this time, Mr. Burns has extended Zebra’s product and solutions market leadership and profitability across its core businesses while expanding into adjacent markets, delivered on the company’s Enterprise Asset Intelligence vision, and strengthened Zebra’s strategic relationships with its customers and partners. Mr. Burns has our every confidence and we wish him great success in this new chapter for Zebra Technologies.

Zebra finished a challenging 2022 with solid sales growth, profitability and free cash flow because of the resiliency and agility of our team when faced with headwinds. We took bold mitigating actions when faced with supply chain disruptions, the war in Eastern Europe and lockdown in China. We continue to execute well in a challenging macro-environment and we have always prioritized our customers' needs. Entering 2023, we are encouraged by our supply chain's performance and indications of abating headwinds.

This past June, Zebra completed its acquisition of Matrox Imaging, a proven developer of advanced machine vision components, software and systems. This acquisition further expanded Zebra's offerings in the fast-growing industrial automation space and built upon our launch of fixed industrial scanning solutions and entry into autonomous mobile robots. These new offerings will allow Zebra customers to improve productivity and quality across operations from manufacturing to warehouse workflows.

The Board is committed to strong governance that facilitates long-term value creation. We continue to prioritize engagement with our stockholders on a range of topics including governance and oversight, sustainability goal-setting and initiatives, and our thoughtful succession planning, among others. We also continue to make strides in our sustainability practices, particularly on our focus areas: human capital management, climate and resource conservation. We are proud to be recognized by the Department of Energy for best practices regarding climate scenario analysis and receive validation that our science-based targets for 2030 are in line with the Paris Climate Accord.

We would like to thank our stockholders, our employees, customers and partners for their continued support and contributions to Zebra’s success. Our future is as bright as ever. We are confident that Zebra will continue to build upon its positive momentum with the Board of Directors' active involvement and support.

Sincerely,

April 1, 2021 Michael A. Smith Independent Lead Director of the Board

On behalf of the Board of Directors, I would like to thank you for your continued investment in Zebra Technologies and express our gratitude for the sacrifices of our employees and all front-line workers who have worked to keep us safe and healthy during the COVID-19 pandemic. It is my privilege to serve as Zebra Technologies’ Independent Chair. I am extremely proud of Zebra’s agility and resilience in responding to the rapidly evolving impacts of the virus. Our Board and management team have worked diligently to protect the health and wellbeing of all our employees and execute on our business continuity plans, allowing Zebra to continue to effectively serve our customers, drive value for stockholders, and support our local communities. We continue to put our employees first by implementing rigorous policies and procedures to ensure a safe work environment, equipping our worksites and individuals with protective health and safety equipment, expanding opportunities for remote work, broadening our internal well-being resources, and upholding our commitment to no pandemic-related layoffs. During the pandemic, many enterprise customers in a wide range of end markets have prioritized spend with Zebra to help digitize and automate their operations in an increasingly on-demand economy. At the same time, we have provided a number of solutions that specifically address COVID-19, including those that enable drive-thru testing and support the operations of temporary care facilities, as well as for proximity monitoring and contact tracing. Further, our temperature-monitoring solutions are used in the transportation of COVID-19 vaccines to detect and prevent the spoilage of vaccines. We are proud of the role our products and solutions will continue to play in the ongoing fight against COVID-19. Despite the challenges COVID-19 posed to the global economy and our business, Zebra advanced our industry-leading position by launching a record number of new products and solutions. We acquired Reflexis Systems, Inc., which expanded the addressable market of our intelligent workforce management and task execution solutions. We also continued to make progress on our corporate social responsibility efforts, establishing a cross-functional Sustainability Council and launching our Circular Economy Program for refurbishment, rental, buy-back and recycling of select Zebra devices. We continued to focus on our talent development initiatives and expanded our Inclusion & Diversity program. Through our succession planning process overseen by our Board, Nathan Winters was appointed as our Chief Financial Officer in January after serving as the Acting Chief Financial Officer since August 2020. We were pleased to seamlessly fill such a critical position with internal talent. Strong corporate governance is a continuing priority for the Board, and we remain focused on enhancing our practices. In response to stockholder feedback, we engaged with organizations that provide diverse director candidates, while also tapping into non-traditional channels to expand the reach of our efforts to find director candidates with varied and diverse backgrounds. In the past year, Linda Connly was elected as an independent director and we refreshed the leadership and composition of our Audit and Nominating and Governance Committees. We have also continued our stockholder engagement program to ensure that there is a direct line of communication with our stockholders on matters of importance. We have appreciated the feedback we have received and look forward to continuing this dialogue in the years ahead. The Board believes that our governance practices and stockholder engagement program are serving, and will continue to serve, Zebra and its stakeholders well. In closing, I would like to again relay our thanks to all Zebra employees, our partners and suppliers and our extended Zebra family for their hard work and support in this challenging year. We look forward to building upon our positive momentum in the year ahead.

Sincerely,

Michael A. Smith

Chair

Please join us for the Zebra Technologies Corporation 2023 Annual Meeting of Stockholders (the “Annual Meeting”) on Thursday, May 11, 2023 at 10:30 a.m., Central Time. The Annual Meeting will be conducted solely by remote communication, in a virtual only format. This decision was made to enable a greater number of stockholders to attend. You may attend the virtual Annual Meeting at www.virtualshareholdermeeting.com/ZBRA2023. Only stockholders of record as of the close of business on March 17, 2023 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 or 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.

At the Annual Meeting, stockholders will be asked to vote on each of the four proposals set forth in the Notice of Annual Meeting of Stockholders and the Proxy Statement, which describe the formal business to be conducted at the Annual Meeting and follow this letter.

Your vote on the matters to be considered at the Annual Meeting is important, regardless of the size of your holdings. Whether or not you plan to virtually view or participate in the Annual Meeting, we urge you to vote your shares as soon as possible via the Internet or by telephone. If you received a paper copy of the proxy card by mail, you may sign and return the proxy card in the envelope provided, or may request a proxy card to complete, sign, date and return by mail. By voting in advance of the Annual Meeting, you can ensure your shares will be represented and voted at the Annual Meeting, and you will spare Zebra the expense of a follow-up mailing. Even if you vote before the Annual Meeting, you may still attend the Annual Meeting via the internet at www.virtualshareholdermeeting.com/ZBRA2023 and submit questions and vote during the Annual Meeting by entering the 16-digit control number found on your proxy card.

For more information about Zebra and to take advantage of the many stockholder resources and tools available, Iencourage you to visit Zebra’s website at www.zebra.com under Investors.

Sincerely,

April 1, 2021

Please join us for the Zebra Technologies Corporation 2021 Annual Meeting of Stockholders (the “Annual Meeting”) on Friday, May 14, 2021 at 10:30 a.m., Central Time. The Annual Meeting will be conducted solely by remote communication, in a virtual only format. This decision was made in light of concerns related to the spread of COVID-19 and to support the health and wellbeing of the Company’s stockholders, employees and directors. Stockholders will not be able to attend the Annual Meeting in person. You may attend the virtual Annual Meeting at http://www.virtualshareholdermeeting.com/ZBRA2021. Only stockholders of record as of the close of business on March 19, 2021 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 during the Annual Meeting or 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. At the Annual Meeting, stockholders will be asked to vote on each of the three proposals set forth in the Notice of Annual Meeting of Stockholders and the Proxy Statement, which describe the formal business to be conducted at the Annual Meeting and follow this letter. Your vote on the matters to be considered at the Annual Meeting is important, regardless of the size of your holdings. Whether or not you plan to virtually view or participate in the Annual Meeting, we urge you to vote your shares as soon as possible via the Internet or by telephone. If you received a paper copy of the proxy card by mail, you may sign and return the proxy card in the envelope provided, or may request a proxy card to complete, sign, date and return by mail. By voting in advance of the Annual Meeting, you can ensure your shares will be represented and voted at the Annual Meeting, and you will spare Zebra the expense of a follow-up mailing. Even if you vote before the Annual Meeting, you may still attend the Annual Meeting via the internet at http://www.virtualshareholdermeeting.com/ZBRA2021 and submit questions and vote during the Annual Meeting by entering the 16-digit control number found on your proxy card. For more information about Zebra and to take advantage of the many stockholder resources and tools available, I encourage you to visit Zebra’s website at www.zebra.com under Investors.

Sincerely,

Anders Gustafsson

William J. Burns Chief Executive Officer

Virtual Meeting Information MAY 11, 2023 10:30 a.m., Central Time Virtual Meeting Website: www.virtualshareholdermeeting.com/ZBRA2023 To the Stockholders of Zebra Technologies Corporation: The Annual Meeting of Stockholders of Zebra Technologies Corporation will be held at 10:30 a.m., Central Time, on Thursday, May 11, 2023. You can attend the Annual Meeting via the Internet by visiting www.virtualshareholdermeeting.com/ZBRA2023. We will have no physical location for the Annual Meeting in order to make the meeting more accessible to stockholders. The Annual Meeting will be held for the following purposes: (1) To elect four Class III directors with terms to expire in 2026; (2) To hold an advisory vote to approve the compensation of our Named Executive Officers; (3) To hold an advisory vote on the frequency of holding an advisory vote to approve the compensation of named executive officers; (4) To ratify the appointment by our Audit Committee of Ernst & Young LLP as our independent auditors for 2023; and (5) To conduct other business if properly presented. The Proxy Statement more fully describes the proposals. Only holders of record of common stock at the close of business on March 17, 2023 are entitled to vote at or otherwise participate in the Annual Meeting. We are pleased to take advantage of rules and regulations adopted by the Securities and Exchange Commission allowing companies to furnish proxy materials to their stockholders over the Internet. On March 31, 2023, we began mailing a Notice of Internet Availability of Proxy Materials to our stockholders containing instructions on how to access our 2023 Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2022, as well as instructions regarding how to receive paper copies of these documents. CristenKogl CorporateSecretary Lincolnshire, Illinois March 31, 2023

MAY 14, 2021

10:30 a.m., Central Time Virtual Meeting Website: http://www.virtualshareholdermeeting.com/ZBRA2021

To the Stockholders of Zebra Technologies Corporation:

The Annual Meeting of Stockholders of Zebra Technologies Corporation will be held at 10:30 a.m., Central Time, on Friday, May 14, 2021. You can attend the Annual Meeting via the Internet by visiting http://www.virtualshareholdermeeting.com/ZBRA2021. We will have no physical location for the Annual Meeting in light of concerns related to the spread of COVID-19. The Annual Meeting will be held for the following purposes:

(1) To elect three Class I directors with terms to expire in 2024; (2) To hold an advisory vote to approve the compensation of our Named Executive Officers; (3) To ratify the appointment by our Audit Committee of Ernst & Young LLP as our independent auditors for 2021; and (4) To conduct other business if properly presented.

The Proxy Statement more fully describes the proposals. Only holders of record of common stock at the close of business on March 19, 2021 are entitled to vote at or otherwise participate in the Annual Meeting. We are pleased to take advantage of rules and regulations adopted by the Securities and Exchange Commission allowing companies to furnish proxy materials to their stockholders over the Internet. On April 1, 2021, we began mailing a Notice of Internet Availability of Proxy Materials to our stockholders containing instructions on how to access our 2021 Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2020, as well as instructions regarding how to receive paper copies of these documents.

CristenKogl CorporateSecretary Lincolnshire, Illinois April 1, 2021

Review your proxy statement and vote in one of four ways:
INTERNET	BY TELEPHONE	BY MAIL	ONLINE DURING THE VIRTUAL MEETING
Visit www.proxyvote.com or scan the QR Barcode on your Notice of Internet Availability of Proxy Materials or your proxy card	Call 1-800-690-6903	Sign, date and return your proxy card in the enclosed envelope	Visit http:// www.virtualshareholdermeeting.com/ZBRA2021ZBRA2023 See page 8193 for instructions on how to attend
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on May 14, 2021:11, 2023: Our 20212023 Proxy Statement and 20202022 Annual Report to Stockholders are available at: https://materials.proxyvote.com/989207. Please refer to the enclosed proxy materials or the information forwarded by your bank, broker or other holder of record to see which voting methods are available to you.

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ProxySummary

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all the information that you should consider, and we encourage you to read the entire Proxy Statement before voting.

	20212023 Annual Meeting of Stockholders
	Date:	May 14, 202111, 2023
	Time:	10:30 a.m., Central Time
	Virtual Meeting Website:	http://www.virtualshareholdermeeting.com/ZBRA2021ZBRA2023
		Record Date:	March 19, 202117, 2023

Agenda and Voting Recommendations

Voting Matters and Recommendations

What’s New

As part of our efforts to continuously improve our governance practices, improve theenhance readability of our Proxy Statement and respond to stockholder feedback, we have enhancedupdated our disclosures, including our disclosuresin particular those relating to our corporate social responsibilitysustainability initiatives. This year’s key updated disclosures primarily include:

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Highlights and Performance

2022 Business Highlights

2020 HighlightsBusiness Performance	Acquisitions and Solutions Launches	Sustainability	Human Capital Management
✔ Record netNet Sales of $5.78 billion, non-GAAP income per diluted share of $17.47 and free cash provided by operating activitiesflow of $962 million$413 million.	✔ Committed to develop science-based target (SBT) for carbon reductionAcquired Matrox Electronics Systems Ltd. imaging business, expanding Zebra’s machine vision and fixed industrial scanning businesses.	✔ Named oneReceived validation of FastCompany’s best workplacesScience-Based Targets for innovators and one of Computerworld’s top 3 places to work2030 in ITline with the Paris Climate Accord goal.	Employee engagement score is above industry benchmark.
✔ 50.5% share price increase, significantly outperforming the S&P 500 IndexCompleted comprehensive debt refinancing to optimize capital structure, providing flexibility for organic and inorganic investment in business as well as return of capital to shareholders, repurchased $751 million of shares.	✔ Launched Circular Economy ProgramAnnounced portfolio of highly accurate integrated RFID portals for refurbishment, rental, buy-backasset and recycling of select Zebra devicesworkflow management and traceability in industrial and commercial environments.	✔ Recognition by Department of Energy (DOE) for best practices regarding climate scenario analysis.	Named onea top workplace by Forbes, named to Newsweek’s list of Forbes World’s Best EmployersAmerica’s Most Trusted companies, received CRN’s 5 star rating for the fifth consecutiveTop Channel Partner Program for 6th year in a row.
✔ Acquired Reflexis Systems Inc., expanding our addressable market in intelligent workforce and task execution software	✔ Established cross-functional Sustainability Council to advance our corporate social responsibility efforts	✔ Expanded our Inclusion & Diversity program and launched our Inclusion & Diversity Advisory Council, comprised of senior management and other employees to oversee our strategy and champion our efforts
✔ Added approximately 400500 patents and patent applications, bringing the patent portfolio to over 3,5006,500 patents and patent applications worldwideworldwide.	✔ Prioritized employee healthLaunched new mobile computing series equipped with latest 5G and safety during the COVID-19 pandemic through relevant safety guidelines, new solutions to address social distancing, internal wellbeing initiativesWi-Fi 6E wireless technologies. Also launched series of rugged tablets for Transportation & Logistics and no pandemic-related layoffsRetail associates for assisted selling, line busting tasks and point of sale capabilities.	✔ Honored by American Red CrossCommitted to energy intensity reduction at Zebra sites in partnership with Wesbury award, which recognizes companies who enhance the visibility of the Red Cross by helping the Red Cross deliver its services and messages of health, safety and preparednessDOE’s Better Plants program.	Continue to expand inclusion network groups. Made our Inclusive Leadership Workshop mandatory. Also launched The Green Herd, our first employee network dedicated to sustainability.

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* $100 invested on 12/31/17 in stock or index, including reinvestment of dividends. Fiscal year ending December 31.

The stock price performance included in this graph is not necessarily indicative of future stock price performance.

*

$100 invested on 12/31/15 in stock or index, including reinvestment of dividends.
Fiscal year ending December 31.

 

Zebra Technologies Corporation ❘ 2023 Proxy Statement

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Corporate Governance

Zebra believes that strongis committed to a corporate governance practices help createstructure that creates long-term value for our stockholders.stockholders by promoting effective Board leadership, accountability and independent oversight. Our key governance practices listed below, and our polices described under Corporate Governance Policies on page 17,18, provide the framework for our corporate governance and assist the Board in fulfilling its duties to stockholders. We are committed to engaging with our stockholders to understand their views so asviews. In addition, we continue to align our policies withreview evolving market practice andin alignment with the needs of our business.

	Corporate Governance Highlights
	✔ SevenEight of our eightten directors are independent		✔ Annual Board and committee self-evaluationsProxy access by-law
	✔ 38%30% of our Board is gender diverse (gender and ethnicity)20% of our Board is ethnically diverse		✔ Majority voting in uncontested director elections
	✔ Separate ChairBoard comprised of directors with a diverse mix of skills, experience and CEO rolesperspectives		✔ No dual class of stock or controlling stockholder
	Active Board refreshment, which resulted in the addition of three new directors in the last four years		Our Insider Trading Policy expressly prohibits hedging, pledging and short selling Zebra securities
NEW	✔ Separate Executive Chair and CEO roles with a Lead Independent ChairDirector		✔ Robust stock ownership guidelines forStock Ownership Guidelines, which are applicable to Executive Officers and non-employee directors
	✔ Independent standing Board committees		✔ No poison pill in placeAnnual “say-on-pay” advisory vote
	✔ Regular executive sessions of independent directors		✔ Annual “say-on-pay” advisory vote
✔ Board comprised of directors with a diverse and effective mix of skills, experience and perspectives		✔ StockholderRobust stockholder engagement program
	✔ Board and committee oversight of environmental, social and governance matters		✔ Clawback Policy applicable to all Section 16 Officers and Directorsnon-employee directors
	✔ Annual individual director evaluations		✔ Risk oversight by the entire Board and its committees
	✔ Policy on public company board serviceAnnual Board and committee self-evaluations		✔ Director orientation and continuing educational programs
	Policy on directors’ outside public company board service		✔ Use of outside experts, such as independent auditors, compensation consultants and financial advisors
	Board reviews executive succession planning and director refreshment regularly		No poison pill in place

 

Zebra Technologies Corporation ❘ 20212023 Proxy Statement

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Stockholder Engagement

In 2020,2022, as part of our efforts to understand and be responsive to the views of our stockholders, we continued our targetedrobust stockholder engagement program, which was first initiated in 2019. MembersA cross functional team from investor relations, legal, and executives along with our Independent Chair of our management team and an independent member of ourthe Board conducted outreach to our major stockholders and proxy advisory firms, and we engaged with them on a broad range of business strategy, governance, compensation, and environmental and social topics, including those listed below. For more information on our stockholder engagement program, see Stockholder Engagement on page 22.25.

 

Corporate Social Responsibility

Sustainability

Zebra’s corporate social responsibility (“CSR”)sustainability priorities support a sustainable business model and align with our values, core competencies and strategy. To ensure a sustainable business model, we embed CSR priorities in Zebra’s overall business strategy. For more information on our CSRsustainability initiatives, see Corporate Social ResponsibilitySustainability on page 23.26.

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Election of Directors

The Board of Directors consists of eightten directors. SevenEight of our directors are independent under NASDAQNasdaq listing requirements; the eighth director isninth and tenth directors are Zebra’s Chief Executive Officer.Officer and our Executive Chair, newly elected effective March1, 2023. Each of the director nominees currently serves as a director of Zebra. The Board believes that the current director nominees and continuing directors have an appropriate mix of knowledge, experience, skillsets, tenure skills, gender and ethnicitydiversity to effectively oversee and constructively challenge the performance of management in the execution of Zebra’s strategy.

For more information, see Election of Directors on page 27.31.

Name	Age	Director Since	Primary Occupation	Independent	Committee Memberships	Current Other Public Directorships	Age	Director Since	Primary Occupation	Independent	Committee Memberships	Current Other Public Directorships
Class I Directors	Class I Directors						Class I Directors
Chirantan “CJ” Desai	50	2015	Chief Product Officer, ServiceNow	✔	CC	0	52	2015	Chief Operating Officer, ServiceNow		CC	0
Richard L. Keyser	78	2008	Retired Chairman Emeritus, W.W. Grainger, Inc.	✔	CC (Chair), NGC	0	80	2008	Retired Chairman, W.W. Grainger, Inc.		CC (Chair), NGC	0
Ross W. Manire	69	2003	Retired President and CEO, ExteNet Systems, Inc.	✔	AC (Chair), NGC	1	71	2003	Retired President and Chief Executive Officer, ExteNet Systems, Inc.		AC (Chair), NGC	1
Class II Directors	Class II Directors						Class II Directors
Nelda J. Connors							57	2022	Founder, Chairwoman and CEO, Pine Grove Holdings, LLC		AC	3
Frank B. Modruson	61	2014	Former CIO, Accenture	✔	AC, NGC	1	63	2014	President of Modruson & Associates, LLC and Former CIO, Accenture		AC, NGC	0
Michael A. Smith	66	1991	Chair of the Board, Zebra Technologies, Chairman and Chief Executive Officer, FireVision LLC	✔	AC, CC, NGC (Chair)	0	68	1991	Lead Independent Director, Zebra Technologies, Chairman and Chief Executive Officer, FireVision LLC		CC, NGC (Chair)	0
Class III Directors	Class III Directors						Class III Directors
William J. Burns							55	2023	Chief Executive Officer, Zebra Technologies		None	0
Linda M. Connly	55	2020	Expert Partner, Bain & Company	✔	AC	0	57	2020	Expert Partner, Bain & Company		AC	0
Anders Gustafsson	60	2007	Chief Executive Officer, Zebra Technologies		None	1	62	2007	Executive Chair of the Board, Zebra Technologies		None	1
Janice M. Roberts	65	2013	Partner, Benhamou Global Ventures	✔	CC	2	67	2013	Partner, Benhamou Global Ventures		CC	1
AC = Audit Committee, CC = Compensation Committee and NGC = Nominating and Governance Committee	AC = Audit Committee, CC = Compensation Committee and NGC = Nominating and Governance Committee						AC = Audit Committee, CC = Compensation Committee and NGC = Nominating and Governance Committee

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Board Composition Snapshot

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Board Composition Snapshot

Zebra’s Board is composed of ten highly qualified directors whose experience, skillsets, tenure and personal characteristics complement those of fellow directors to create a balanced Board with diverse viewpoints and deep expertise. For more information on Board Composition see page 32.

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Executive Compensation

Compensation Program Highlights

Zebra is seeking your advisory vote to approve the compensation of our Named Executive Officers as disclosed in this Proxy Statement. InvestorsStockholders continue to be supportive of our compensation programprogram’s structure and its alignment of pay with performance. This was conveyed by 95.17%90.29% of votes cast at Zebra’s 20202022 Annual Meeting in support of say-on-pay. Our Compensation Committee believes that ourthe current structure of our compensation program adequately aligns compensation with stockholders’ long-term interests, balancing profitability, growth and growth. Following our annual review of all elements of the compensation program, our Compensation Committee electedability to maintain our program structure in 2020. However, due to the anticipated financial effects of the COVID-19 pandemic, Zebra took proactive stepsattract and implemented temporary pay reductions for our Board of Directors, Executive Officers and certain employees, which are further described under Director Compensation on page 37 and 2020 Base Salaries on page 46. We also made modifications to the measurement periods and capped the overall opportunity of the 2020 Zebra Incentive Plan due to the anticipated impacts of COVID-19, which is further described under 2020 Annual Cash Incentive Awards on page 47retain talent. For more information on Zebra’s compensation program, seeCompensation Discussion and Analysis, beginning on page 40.48.

	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 stock appreciation rights (“SARs”) 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. We compensate based ondata and individual performance when determining each Executive’s performanceSection 16 Officer’s compensation		✘	We do not provide significant perquisites
✔	We have robust Stock 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 directors to retain 50% of vested equity awards or exercisedexercisable stock appreciation rights until Stock 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, or pledging ofand 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 and directors

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20202022 Elements of Compensation

Our Executive 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 long-term incentive compensation accounts for the largest percentage of the Named Executive Officers’ overall target compensation for 2020.2022. In addition, a majority of the Named Executive Officers’ compensation — consisting of target long-term and target short-term incentive compensation combined — is performance-based or “at risk.”

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ProxyStatement

We are providing you with these proxy materials in connection with the solicitation by Zebra’s Board of Directors of proxies for our 20212023 Annual Meeting of Stockholders. We will hold the virtual Annual Meeting at 10:30a.m., Central Time, on Friday,Thursday, May 14, 2021.11,2023. The Annual Meeting will be conducted solely by remote communication, in a virtual only format, which can be accessed at http://www.virtualshareholdermeeting.com/ZBRA2021.ThisdecisionwasmadeZBRA2023, in lightordertoenableagreaternumber of concernsrelatedstockholders to thespreadofCOVID-19andtosupportthehealthandwellbeingoftheCompany’sstockholders,employeesanddirectors.attend. Stockholders will not be able to attend the Annual Meeting in person.

In accordance with rules and regulations of the Securities and Exchange Commission, instead of mailing a printed copy of our proxy materials to each stockholder of record, we are furnishing the proxy materials, which include this Proxy Statement and the accompanying proxy card, notice of meeting, and Annual Report to stockholders, to our stockholders over the Internet, unless otherwise instructed by the stockholder. If you received a Notice of Internet Availability of Proxy Materials by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice of Internet Availability of Proxy Materials. The Notice of Internet Availability of Proxy Materials was first mailed on or before April 1, 2021March 31, 2023 to all stockholders of record as of March 19, 2021,17, 2023, the record date.

This Proxy Statement contains important information regarding our Annual Meeting, the proposals on which you are being asked to vote, information you may find useful in determining how to vote and information about voting procedures. As used herein, “we,” “us,” “our,” “Zebra” or the “Company” refers to Zebra Technologies Corporation.

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CorporateGovernance

Corporate Governance Policies

Zebra believes that strong corporate governance practices help create long-term value for our stockholders. Our key governance practices, detailed in the Proxy Summary on page 10,8, and policies, listed below, provide the framework for our corporate governance and assist the Board in fulfilling its duties to stockholders. The Board reviews (and if necessary, modifies) the below policies periodically to ensure they reflect sound corporate governance practices.

Zebra’s governance documents, including the charters of the Audit, Compensation and Nominating and Governance committees of the Board, are available on Zebra’s website at http://www.zebra.com under “Investors-Governance-Governance Documents.”

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Selecting Nominees for the Board

How We Find Potential Directors

The Nominating and Governance Committee of our Board of Directors is responsible for identifying individuals who are qualified to serve as directors and for recommending candidates.candidates to the Board. The Nominating and Governance Committee relies on several sources to identify potential directors, including referrals from current Board members and management, suggestions from stockholders, and individual self-nominations. From time to time, the Nominating and Governance Committee engages aself-nominations, search firm to identify prospective candidates for directorfirms as well as organizations that provide diverse candidates.

Consideration of potential Board members typically involves a robust diligence process, including a series of internal discussions, review of the candidates’ qualifications and interviews with promising candidates. Candidates from all sources are evaluated in the same way and are subject to the same standards.

What We Look for in Potential Directors

We are committed to ensuring that the Board is comprised of directors who collectively provide a diverse breadth of experience, knowledge and skillsskillsets to represent the interests of stockholders and provide effective oversight and support management’s execution of our long-term strategy. The Nominating and Governance Committee establishes and periodically reviews criteria for Board membership.membership, as further discussed in Board Composition on page 32. We believe that Board candidates must exhibit certain minimum characteristics, such as: sound judgment and an even temperament, high ethical standards and a healthy view of the relative responsibilities of Board members and management. In addition, our Board members should be independent thinkers, articulate and intelligent, and be able to commit sufficient time and attention to Zebra’s business. The Nominating and Governance Committee also examinesconsiders the independence and diversity of race, ethnicity, gender, nationality, age, cultural background and professional experience of Board candidates. The Nominating and Governance Committee andcandidates, as well as the independence of Board as a whole seek and support the candidacy for Board membership of qualified individuals who would increase the diversity of the Board.candidates.

Each year the Nominating and Governance Committee reviews the performance of current directors. When deciding whether to nominate an existing director for re-election, the Nominating and Governance Committee will confirm that the director meets the criteriacharacteristics described above, but also will consider matters such as whether the director:

The Nominating and Governance Committee seeks to have a Board composed of directors with diverse backgrounds and qualifications that providecreate a composite mix of experience, knowledge and skillsskillsets that will allow the Board to fulfill its responsibilities. Although the Board does not have a specific diversity policy, the Nominating and Governance Committee Charter includes a stated commitment to diversity, providing that the Nominating and Governance Committee will consider diversity of race, ethnicity, gender, nationality, age, cultural background, and professional experience and Board tenure in evaluating Board candidates and in nominating existing directors for re-election. The Board views diversity as an important factor because the Board believes that a variety of points of view contribute to a more effective decision-making process. When recommending Board candidates for election or re-election by stockholders, the Board and Nominating and Governance Committee focus on how the experience and skillset of each Board candidate progresses the Company’s strategic objectives and complements those of fellow candidates and members of the Board to create a balanced Board with diverse viewpoints and deep expertise. The Board does not endorse a mandatory retirement age, term limits or automatic re-nomination to serve as a director.

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Board, Committee and Director Evaluations

The Board believes that Board and committee self-evaluations, as well as individual director evaluations, are the most effective means of assisting in determining whether the Board and its committees are operating effectively and whether a director should continue to serve in that capacity. Under the direction of the Nominating and Governance Committee, the Board and the committees of the Board conduct annual self-evaluations. In addition, under the direction of the Nominating and Governance Committee, the Chair of the BoardLead Independent Director coordinates annual self-evaluations of the individual directors of the Board.

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These assessments typically consist of the directors preparing a self-assessment and the Chair of the BoardLead Independent Director conducting one-on-one interviews with each director and reporting on the process to the Nominating and Governance Committee. The Chair of the BoardLead Independent Director reports to the full Board on the process and discussions as they relate to the Board and its committees. The Board assesses its contribution as a whole and the individual committees’ contributions, as compared to their respective charters, and identifies areas in which improvements may be made. The Chair of the BoardLead Independent Director reports on the process to the Nominating and Governance Committee and the Nominating and Governance Committee determines whether re-election of incumbent directors is appropriate. The Nominating and Governance Committee and the Chair of the BoardLead Independent Director periodically review the evaluation processes of the Board and its committees as well as the evaluation process of the individual directors. In addition, the Chair of the BoardLead Independent Director encourages directors to provide feedback outside of the self-evaluation process. Examples of changes made in response to the self-evaluation process over the last few years include:

The results of the 2022 Board and committee self-evaluations and individual director evaluations confirmed the Board’s belief that the Board and its committees are currently operating effectively.

Director Independence

Under our Corporate Governance Guidelines and NASDAQNasdaq listing rules, a majority of our directors must be independent. Under NASDAQNasdaq listing rules, a director does not qualify as independent unless the Board affirmatively determines that the director has no relationship that, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In February 2021,2023, the Nominating and Governance Committee reviewed the independence of all Zebra directors and determined, and the Board formally approved, that each director, except Anders Gustafsson,William J. Burns, our Chief Executive Officer, and Anders Gustafsson, our Executive Chair of the Board, is independent under NASDAQNasdaq listing rules, and that no director other than Mr. Gustafsson or Mr.Burns has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Board Leadership Structure

Under our Corporate Governance Guidelines, annually, the Board may be ledshall appoint a chair of the Board from among its members, as determined from time to time by the Board based upon the Board’s assessment at the time of the best governance for Zebra and the Board. If the individual appointed to serve as chair is not an independent Chair, or the roles of the Chair and Chief Executive Officer may be combined. When the Chief Executive Officer also serves as the Chair, the Corporate Governance Guidelines provide thatdirector, the independent directors mustshall also appoint an independent lead director. Thea Lead Independent Director. With the recent CEO succession, the Board has determined that it is in the best interest of the Company at this time to separate the positions of the Chair and Chiefselected Anders Gustafsson, Zebra’s former CEO, as Executive Officer. The Board believes that separating the positions of the Chair and Chief Executive Officer allows our Chief Executive Officer to focus on facilitating strong executive leadership as well as the day-to-day operational, financial and performance matters necessary to operate Zebra’s business while allowing the Chair to focus on leading the Board in providing independent oversight of management.

Michael Smith has served as an independent director since 1991 and as our independent Chair of the Board. Over his tenure as CEO, Mr. Gustafsson has created tremendous value for stockholders and has established himself as a Company leader for stakeholders, making him an invaluable leader for the Board since 2007.at this time. Maintaining separate CEO and chair roles allows for the Company to benefit from Mr. Smith provides independent leadership that reflects his experience with Zebra and the operation and historyGustafsson’s extensive knowledge of the Board. business and industry and to meet governance best practices.

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In his capacity as Executive Chair of the Board, Mr. Smith’sGustafsson’s duties include, but are not limited to, the following:

✔ presidingPresiding at all meetings of stockholders and of the Board, including executive sessions of the whole Board and of the independent directors		✔ acting as a liaisonEncouraging director participation at meetings and promoting effective communication on developments occurring between management and the Board meetings
✔ calling meetings of independent directors		✔ advising the Chief Executive Officer of matters discussed in executive sessions when appropriate
✔ approvingApproving Board agenda items, in collaboration with the Chief Executive Officer and Lead Independent Director, and Board and committee meeting schedules as well as monitoring the quality of the information sent to the Board		✔ encouraging director participation at meetingsMaking himself available to major stakeholders if requested and promoting effective communication on developments occurring between Board meetingswhere appropriate
✔ workingWorking with the Lead Independent Director, Chief Executive Officer and Board on the Company’s talent management, which includes succession throughout the organizationplanning of our Executives and their teams		✔ making himself available to major stakeholders if requested and where appropriate
✔ working with the Nominating and Governance Committee with respect to oversight of corporate governance matters; assignment of directors to Board committees and assignment of committee chairs; oversight of continuing education for directors; coordination of the Board’s self-assessment and evaluation processes; as well as recruitment, selection and orientation of new Board members		✔ workingWorking with the Compensation Committee and Lead Independent Director on talent development plans for the Chief Executive Officer and other key members of senior management as well as oversight of the Chief Executive Officer’s performance review
Working with the Nominating and Governance Committee and Lead Independent Director with respect to oversight of corporate governance matters; assignment of directors to Board committees and assignment of committee chairs; oversight of continuing education for directors; as well as recruitment, selection and orientation of new Board members		Acting as a liaison between management and the Board

With the appointment of Anders Gustafsson as Executive Chair, the Board has determined that it is in the best interest of the Company at this time to also appoint a lead independent director. The appointment of a lead independent director ensures that the independent directors continue to have robust leadership in the boardroom. Michael Smith has been appointed as the Lead Independent Director effective March 1, 2023. Mr. Smith has served as an independent director since 1991 and served as our independent Chair of the Board from 2007 to 2023 when Mr. Gustafsson was appointed as Executive Chair. Mr. Smith provides independent leadership that reflects his experience with Zebra and the operation and history of the Board. In his capacity as Lead Independent Director, Mr. Smith’s duties include, but are not limited to, the following:

Calling meetings of independent directors, executive sessions, Board meetings and meetings with individual directors and members of management		Facilitating discussion among independent directors on key issues and concerns outside of full board meetings, including contributing to the oversight of the Chief Executive Officer and management succession planning
Serving as liaison between independent directors, the Executive Chair and other members of management		Encouraging director participation at meetings and promotes effective communication on developments occurring between Board meetings
Briefing the Chief Executive Officer on issues arising from executive sessions		Making himself available to major stakeholders if requested and where appropriate
Collaborating with the Executive Chair and CEO to review and approve Board agendas and relevant information provided to the Board in collaboration with the Executive Chair and CEO		Leading Board meetings when the Executive Chair is not present and providing feedback to Executive Chair and management from any meetings of independent directors, when appropriate
Leading the independent Directors’ evaluation of the CEO and Executive Chair’s effectiveness, including meeting with each independent director and gathering feedback		Presiding at all executive sessions of the independent directors
Coordinating the Board’s, committees’ and individual director’s self-assessments and evaluation processes, as well as recruitment, selection and orientation of new Board members		Providing advice and counsel to the Executive Chair and Chief Executive Officer

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Executive Sessions

The Board and its committees regularly meet in executive session with and without the Executive Chair and/or Chief Executive Officer present. No formal action of the Board is taken at executive sessions, although the independent directors other than CEO may subsequently recommend matters for consideration by the full Board. The independent directors other than the CEO discuss, among other things, priorities for upcoming sessions, considerations for the Annual Meeting of Stockholders, the performance evaluation of the Chief Executive Officer, the compensation of the Chief Executive Officer and other members of senior management, talent management, development and development,succession planning, updates on Zebra’s business, risk management activities and strategies and management’s strategies for achieving Zebra’s long-term strategic goals.goals, including review of merger and acquisition proposals. The independent directors other than the CEO may invite guest attendees, such as management, other employeesor independent consultants, when appropriate, for the purpose of providing the independent directors other than the CEO with information or counsel on specific matters.

Board Meetings

During 2020,2022, our Board of Directors met 10eight times. All directors attended 75 percent or more of the meetings of our Board and the standing committees on which they served in 2020.2022. Barring unforeseen circumstances, Zebra expects all directors to attend noticed meetings of the Board and the standing committees on which they serve as well as the Annual Meeting of Stockholders. The full Board attended the 20202022 Annual Meeting.

Limitation on Service on Other Boards

The Corporate Governance Guidelines limit the number of other publicly traded for-profit boards on which a non-employee director may serve to four. Employee directors and Executive Officers, including the Chief Executive Officer, may serve on the board of one publicly traded for-profit entity other than Zebra’s Board,Board. Prior to accepting an invitation to serve on another public company’s board, directors must inform and receive approval from the chair of Zebra’s Board. In approving such board service, the chair considers whether the director’s service on another public company’s board complies with Zebra’s Corporate Governance Guidelines, creates a conflict of interest, including an interlocking directorate, or whether such board service would otherwise interfere with such director’s service as approveda director of Zebra. A director employed by Zebra solely in the capacity of Executive Chair may serve on the board of directors of up to two other publicly traded for-profit entities, subject to approval from the Board.lead independent director. These policies and directors’ compliance with these policies are reviewed at least annually and all directors comply with these limitations.

Director Onboarding and Development

The Nominating and Governance Committee of the Board oversees the onboarding of new directors and continuing director education. Zebra provides robust orientation and on-boarding to new directors that are designed to familiarize them with Zebra and our culture, industry, long-term strategic vision,strategy and operations, including talent development and strategy; financial statements, internal controls and policies,related policies; corporate governance practicespractices; as well as the roleroles and responsibilityresponsibilities of a director and of the Board generally. Zebra’s orientation program includes meetings with the Company’s senior management, invitations to attend the meetings of each committee of the Board and comprehensive background materials, including our governance policies.materials.

Zebra also values and strongly encourages continuing director education. Zebra provides the Board and its committeesdirectors with various forms of training, education and business-specific learning opportunities throughout the year, including Company site visits and site visits to major customers, as appropriate; briefings on business updates; and presentations to the Board and its committees on Zebra’s business (including specific updates on our products, solutions and services), industry and governance trends, regulatory developments and best practices. We regularly provide the Board and its committees with other educational materials on topics relevant to Zebra. Directors are also strongly encouraged to attend additional continuing education programs designed to enhance the performance of individual directors and the Board as a whole. Zebra reimburses the costs of continuing director education programs hostedprovided by third parties.

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Management Development and Succession Planning

Our Board acts as an advisor and counselor to our senior management and monitors their performance. A primary responsibility of our Board is to plan for the succession of the Chief Executive Officer as well as other senior management positions. Management reports regularly to our Board on Zebra’s program for succession and management development, including Zebra’s performance management and talent management processes. Our Board also becomes familiar with potential successors for senior management positions through various means, including, but not limited to, performance evaluations and talent reviews, Board and committee presentations and regular informal meetings. These development and succession planning activities resulted in the successful internal promotion of William J. Burns to Chief Executive Officer in 2023, Robert Armstrong to Chief Marketing Officer in 2023, Joseph White to Chief Product & Solutions Officer in 2023, Tamara Froese to Chief Supply Chain Officer in 2022, and Nathan Winters to Chief Financial Officer over the last year.in early 2021.

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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.

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The Audit Committee, Compensation Committee and Nominating and Governance 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:evaluates risk from these six distinct but overlapping risk areas:

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With the assistance of Internal Audit, managementManagement identifies top risks affecting Zebra and assesses these identified risks 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 servicessolutions 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 and external ISO 27001:2013 certifications for certain parts of our business. Management also briefs the Audit Committee on cybersecurity matters quarterly and the full Board as necessary. Zebra has a documented policy for timely communication to the Audit Committee for any consequential security incident. 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 more frequent 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, 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 reviews 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 2020,2022, management reviewed base salaries, the 20202022 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.

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In addition to our regular risk management practices, in 2020, Zebra’s management executed 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, 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. 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 development and implementation of business continuity plans and risk mitigation strategies.

Stockholder Engagement

Our stockholders’ insights and feedback are important elements of our Board and management’s decision-making process. In 2020, as partThroughout the year, members of our efforts to continuously improve our governance practices, we continued our targetedmanagement and the Board seek stockholder engagement programfeedback to obtain a better understanding of our stockholders’ views ofviews.

In 2022, we continued our business strategy, governance, compensation and sustainability practices.

Members of our senior management and Board reachedrobust stockholder engagement program by reaching out to stockholders who in the aggregate hold approximately 45%held greater than 50% of our stock outstanding. Of the stockholders who accepted our engagement invitation (holding approximately 20%outstanding stock. Members of our stock outstanding),senior management and Chair of the Board ultimately engaged with stockholders representing approximately 30% of our outstanding stock. In these meetings, we discussed:

In these discussions, several common themes emerged:

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Investors appreciated whatwork we have done to position our business in lightfor success and stockholders were pleased with our operational execution to date;

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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

Sustainability

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”)sustainability initiatives is available on Zebra’s website at http://www.zebra.com under “Corporate Social Responsibility.”

Oversight

Our Board of Directors oversees risks and opportunities related to Zebra’s sustainability initiatives as well as related disclosures. Zebra has established a cross-functional Sustainability Council with executive oversight to advance our sustainability initiatives and reporting. Our Sustainability Council provides sustainability 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 sustainability initiatives and related reporting.

We are a member of the Responsible Business Alliance, formerly known as Electronic Industry Citizenship Coalition. We deploy responsible sourcing management programs related to supplier engagement, awareness and training, human capital, and conflict minerals. Zebra performs onsite audits of our Tier I manufacturers regularly and engages strategic Tier II component suppliers in third-party validated assessments (EcoVadis). Zebra conducts regular management reviews with suppliers to monitor performance of its responsible sourcing management programs.

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

Culture & Development

Zebra’s human capital management initiatives include, but are not limitedaim to cultivatingcultivate a high-performance culture that is inclusive and diverse to consistently beand 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 sustainability 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 the Compensation Committee on the performance, 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. Our flexible work model and various employee health and well-being programs bolster our employee engagement and relations. We consider our relations with our employees to be very good. In addition, we believe our compensation structure aligns with our stockholders’ long-term interests by balancing profitability and growth, as well as current market practices, and reflects the Company’s commitment to pay for performance.

We provide amplemany 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 robustcomprehensive talent review to assess our leadership pipeline and align onidentify the skills we need to proactively develop in our employees for the future success of our Company.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.

Diversity & Inclusion

We believe a diverse workforce and inclusive workplace contributes to our strong Company culture, where all employees are seen, heard, valued and respected. Our culture is deeply embedded within our Inclusion and Diversity Vision. Our Inclusion and Diversity Council provides governance around this framework and reviews our progress in these areas. We continue to encourage joint accountability for an inclusive culture fosterthrough both individual performance goals, and our innovation and enhance our differentiation as an employer.Company-wide performance management process. We expanded ourencourage employees to champion Inclusion & Diversity, programwork in 2020 after formalizing it in 2018. In 2020, we also launched ourtheir community, and exchange ideas with customers to further their personal development.

Our Employee Resources Groups, (internally recognized as Inclusion & Diversity Advisory Council, comprised of senior management andNetworks), are employee-driven, executive sponsored communities which foster a more inclusive workplace by bringing together employees from across the organizationbusiness to overseeempower, support and learn from each other. The inclusion networks promote collaboration and host productive dialogue to help all Zebras understand the unique needs of our strategy and champion our efforts. In addition,diverse employee populations. Currently at Zebra, we have a number of employee-ledeight inclusion groups, including thenetworks: Women’s Inclusion Network (WIN), the LGBTQ+ group called ZEAL (ZebraZebra Equality Alliance)Alliance (ZEAL), the Veterans group called VETZ, the HispanicZebra Veteran’s Inclusion Network called UNIDOZ,(VETZ), Zebras of African Descent (ZAD), Zebra Hispanic/Latinx Inclusion Network (UNIDOS), Zebras of All Abilities (ZoAA), Zebra’s Early Career Inclusion Network (EDGE), and Zebra Asian Inclusion Network (A2Z). In 2022, we launched The Green Herd employee network to support grassroot sustainability efforts, inspire a conversation mindset at each Zebra site, and support and develop focus areas for Inclusionactive employee engagement across the globe.

We have established talent acquisition partnerships with organizations such as Society of Women Engineers (SWE), National Society of Black Engineers (NSBE), Disability:IN, Hispanic Alliance for Career Enhancement (HACE), Hiring our Heroes (HOH), Out in STEM (oSTEM), as well as Hispanic Serving Institutions (HSIs) to enhance our recruitment efforts and Accessibility (ZoAA)deepen our partnership with diverse talent. In addition to external outreach, we provide a variety of training including unconscious bias awareness for all employees, interviewing bias awareness training for hiring managers, and EDGE (Empowering Dynamic Generational Employees), which isa mandatory Inclusive Leadership workshop for all people leaders. There are additional diversity and inclusion learning tools and resources available for all Zebras, including discussion forums and on-demand learning geared towards our Millennial and Gen Z early career professionals. Each group is sponsored by one or more membersspecifically toward focusing on the development of our senior management. We are proud todiverse talent. Additionally, we have been recently recognized as a top workplace by a number of organizations, including Forbes, FastCompany, Computerworldlaunched employee development programs with external coaching and Crain’s.partnered with CEO Action’s Executive Level Mentoring Initiative.

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Climate

Zebra’s climate initiatives include, but are not limitedfocused 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. A detailed disclosure of the collaboration and results of the climate scenario analysis are posted on the DOE’s website. We also committed to energy intensity reduction at Zebra sites in partnership with the U.S. Department of EnergyDOE’s Better Plants program and a commitment to pursue science-based targets for carbon reduction across all operations and the supply chain.

Zebra recentlyprogram. In addition, we joined the Science Based Targets initiative, 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”)U.S. Environmental Protection Agency’s SmartWay program to define and promotedrive best practices in science-based target settingreducing transportation-related carbon emissions. Zebra’s Sustainability Council includes updates on Zebra’s climate initiatives and aidrelated disclosures in the transitionits quarterly CSR report to the Board, and also informs the Board of any climate-related risks.

Zebra’s commitment includes a 50% reduction in absolute scopes 1 and 2 greenhouse gas (GHG) emissions by 2030 from its 2020 baseline. The company has also committed to reduce absolute scope 3 GHG emissions from purchased goods and services and the use of sold products by 15% within the same timeframe.

The targets covering GHG emissions from Zebra’s operations (scopes 1 and 2) are consistent with reductions required to keep warming to 1.5°C, the most ambitious goal of the Paris Agreement. Zebra’s emissions target from its value chain (scope 3) meets the SBTi’s criteria for ambitious value chain goals, in line with current best practice.

Zebra’s low-carbon economy.

Zebra will be significantly enhancingtransition plan includes supplier engagement to reduce emissions related to purchased goods, product innovation to reduce energy during customer use, and its reportingpartnership with the DOE’s Better Climate Initiative for technical assistance on carbon emissions later this year along with identifying climate-related risks and opportunities.its science-based targets.

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, eco-packaging and sustainable product design.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 rentalreuse and reuse.rental. Zebra’s Sustainability Council includes updates on Zebra’s resource conservation initiatives and related disclosure in its quarterly sustainability report to the Board, and also informs the Board of any risks related to resource conservation.

Zebra established aZebra’s Green Product Council in 2020helps 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.

Through detailed product life cycle analysis, we can understand the environmental impacts of our solutions from supplier sourcing through to production and customer use. We also:

Our Board of Directors oversees risks and opportunities relatedholistic approach to corporate sustainability. Zebra has established a cross-functional Sustainability Council with executive sponsorship to advance our efforts, providing regular updatesproduct design led to the Board. The newly-created positionindustry’s first compostable print cartridges from potato starch. We launched this product for the home office market in 2021.

In addition, the rugged design of Director,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 BusinessIntelligenceGroup recognized the Zebra Circular Economy Program with a Sustainability & Social Responsibility provides program oversight and consolidated reporting to stakeholders.

We are a memberService 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.Year award.

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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 “multiple of pay” or “number of shares” stock ownership requirements:

Non-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.”

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In February 2021,2023, the Compensation Committee reviewed compliance with the Stock Ownership Guidelines as of December 31, 20202022 for all incumbent non-employee directors and Executive Officers. EachExcept for Nelda Connors (who became a director in February 2022) and Tamara Froese (who became an executive officer in November 2022), each of Zebra’s Executive Officers and non-employee directors satisfied the applicable stock ownership level with the exception of Ms. Connly, who was elected to Zebra’s Board in May 2020. All of Zebra’s Executive Officers satisfied the applicable stock ownership level.

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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, tracks the language of applicable regulations and clarifies the previous policy. The Related Party TransactionTransactions Policy applies to any transaction where Zebra is a participant, the aggregate amount involved may exceed $120,000, and a related party has a direct or indirect material interest. For this purpose, a “related party” is any director, 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 related party is a partner or has a 10%5% or greater beneficial interest. Zebra’s Related Party Transactions Policy is posted on Zebra’s website at http://www.zebra.com under “Investors-Governance-Governance“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 triggers further review under the Related Party Transactions Policy, the 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, including:

Notwithstanding the foregoing, transactions specifically excluded by the instructions to Item 404(a) of Regulation S-K, the Securities and 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, including our Conflicts of Interest Policy.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 20202022 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 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.

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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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Zebra’s Board of Directors currently consists of eightten directors. SevenEight of our directors are independent under NASDAQNasdaq listing requirements; the eighthninth director is the Board’s Executive Chair Anders Gustafsson and the tenth director is Zebra’s Chief Executive Officer.Officer William J. Burns. The Board, based on the recommendation of the Nominating and Governance Committee, nominated Chirantan “CJ” Desai, Richard L. KeyserWilliam J. Burns, Linda M. Connly, AndersGustafsson, and Ross W. ManireJanice M. Roberts to stand for election at the 2023 Annual Meeting.Meeting of Stockholders. Each nominee currently serves as a director of Zebra.

Our Board is divided into three classes with staggered three-year terms. Every year we elect one class. We are asking stockholders to re-elect our threefour Class IIII directors, whose terms expireterm expires this year. If elected, Chirantan “CJ” Desai, Richard L. KeyserWilliam J. Burns, Linda M. Connly, Anders Gustafsson, and Ross W. ManireJanice M. Roberts will serve for a three-year term expiring at the 20242026 Annual Meeting and until their successors are elected and qualified.

All of the nominees have consented to stand for election and to serve if elected. However, if at the time of the Annual Meeting any nominee is unable or declines to serve, the individuals named in this Proxy Statement will, at the direction of the Board, 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 CHIRANTAN “CJ” DESAI, RICHARD L. KEYSERWILLIAM J. BURNS, LINDA M. CONNLY, ANDERS GUSTAFSON, AND ROSS W. MANIREJANICE M. ROBERTS TO SERVE AS CLASS IIII DIRECTORS OF ZEBRA.

The following sets forth information regarding the qualifications and biographical information of nominees for Class IIII directors and the continuing directors.

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Director Experience and Qualifications

Board Composition

Zebra’s Board is composed of eightten highly qualified directors whose experience, skillsets and tenure complementscomplement 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 the Board on page 18,19, 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 of each and every member of 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.

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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

WILLIAM J. BURNS
Chief Executive Officer Class III Director (Term Expires 2023) Director since: 2023 Age: 55 Committees: • None	ProfessionalHighlights Mr. Burns was named Chief Executive Officer, Zebra Technologies, effective March 1, 2023. Bill has more than 30 years of experience in the technology sector and joined Zebra Technologies in 2015. In his prior role as Chief Product & Solutions Officer, he oversaw the strategy, investments, and development of Zebra’s expansive portfolio of products and solutions. During this time, Bill extended Zebra’s market share leadership across its core businesses while entering adjacent and expansion markets, delivered on the company’s Enterprise Asset Intelligence Vision, and strengthened Zebra’s strategic relationships with its customers and partners. Prior to joining Zebra, Bill served as Chief Executive Officer of Embrane, a Silicon Valley-based venture capital backed startup which was acquired by Cisco in April 2015. Prior to joining Embrane, Bill served as Chief Executive Officer of Spirent Communications, a global leader in test and measurement solutions publicly traded on the London Stock Exchange. He also held various executive and sales leadership roles at Tellabs, Inc. Bill has a Master of Business Administration from Temple University, a Bachelor of Science degree in Business Administration from Misericordia University, and an Associates Degree in Engineering from Pennsylvania State University.
	DirectorQualifications Mr. Burns has decades of executive experience in the Software and Hardware industry serving in various executive and leadership roles. In his prior role as Zebra’s Chief Products & Solutions Officer, Mr. Burns gained meaningful insight into Zebra’s portfolio of products and the markets we serve. In addition, Mr. Burns has extensive management experience in technology innovation, including in product development, disruptive innovation, new business models and business model extension, and technology trends. Mr. Burns also offers the Board a broad range of skills, including knowledge of public company corporate governance, corporate strategy and planning, international operations, manufacturing, sales and marketing, and mergers and acquisitions.

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LINDA M. CONNLY
Independent Class III Director (TermExpires2023) Director since: 2020 Age: 57 Committees: • Audit	ProfessionalHighlights 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.”
	DirectorQualifications 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
ExecutiveChair Class III Director (TermExpires2023) Director since: 2007 Age: 62 Committees: • None	ProfessionalHighlights Mr. Gustafsson served as Zebra’s Chief Executive Officer and a director from 2007 to March 2023 and has since transitioned to the Executive Chair of the Board. 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. Mr. Gustafsson is a member of the board of directors 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 the board of directors of Dycom Industries Inc. (NYSE: DY), a company that provides construction and specialty services to the telecommunication 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 and is a member of the Civic Committee of the Commercial Club of Chicago.
	DirectorQualifications Mr. Gustafsson has extensive executive level experience that allows him to bring to the Board a broad range of skills, 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.

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JANICE M. ROBERTS
Independent Class III Director (TermExpires2023) Director since: 2013 Age: 67 Committees: • Compensation	ProfessionalHighlights 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. Ms. Roberts has served as a Partner at Benhamou Global Ventures (BGV) since 2014; an early stage global investor in companies that lead the digital transformation of enterprises. From 2000 to 2013, Ms. Roberts served as Managing Director of Mayfield Fund, investing in wireless, mobile, enterprise and consumer technology companies. Following 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. Ms. Roberts currently serves on the boards of NETGEAR, Inc. (Nasdaq: NTGR), where she serves on the Audit, Compensation and Subscription Service Strategy Committees, Totango Inc. and Uneeq Ltd. Until May 2022, she served as Lead Independent Director and Chair of the Compensation Committee at Zynga Inc. (Nasdaq: ZNGA). 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 Ventures. Ms. Roberts previously served on the Board of Light Blue Optics Ltd. (dba Kaptivo), a developer of collaboration solutions, from 2017 to 2020, and was a Board Director and President of the Ronald McDonald House at Stanford from 2011 to 2017.
	DirectorQualifications Ms. Roberts has almost four decades of global technology operating and venture capital experience, including over 25 years in Silicon Valley. She has held executive roles in Europe and the 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 relevant 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 in her career, having served as chair of the compensation committee, lead independent director and on audit, compensation and strategy committees.

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Continuing Directors

NELDA J. CONNORS
Independent Class II Director (TermExpires2025) Director since: 2022 Age: 57 Committees: • Audit (Financial Expert)	ProfessionalHighlights 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; Otis Worldwide (NYSE: OTIS) where she serves on the Audit and Compensation Committees; 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 BorgWarner (NYSE: BWA) until 2022, 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.
	DirectorQualifications 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 provided her with expertise in corporate governance.

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CHIRANTAN “CJ” DESAI
Independent Class I Director (Term Expires 2021)2024) Director since: 2015 Age: 5052 Committees: ●• Compensation	ProfessionalHighlights Mr. Desai currently serveshas 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 and isfrom 2016 to 2022 where he was responsible for their products, platform, technology and cloud infrastructure, since 2016.infrastructure. From 2013 to 2016, Mr. Desai served as President of the Emerging Technologies Division at EMC, where he oversaw product management, engineering, product marketing, research and development, the launch of new product lines and the growth of new 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 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 4,000people. 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. He began his career with Oracle and was a key member of the team that launched Oracle’s first cloud services.
	DirectorQualifications 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. The Board benefits from Mr. Desai’s deep expertise in software and product security as 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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RICHARD L. KEYSER
Independent Class I Director (Term Expires 2021)2024) Director since: 2008 Age: 7880 Committees: ●• Compensation (Chair) ●• Nominating and Governance	ProfessionalHighlights 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 a director of the National Merit Scholarship Corporation. In addition, Mr. Keyser previously served on the board of The Principal Financial Group (NASDAQ:(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.
	DirectorQualifications The Board benefits from Mr. Keyser’s decades of experience with distributor and reseller channels, the primary means by which Zebra sells its products. Mr. 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 and expertise provide significant strategic and operational benefits to Zebra.

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ROSS W. MANIRE
Independent Class I Director (Term Expires 2021)2024) Director since: 2003 Age: 6971 Committees: ●• Audit (Chair) (Financial (Financial Expert) ●• Nominating and Governance	ProfessionalHighlights 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 1985 to 1989. Mr. Manire is currently an advisory partner to a number of private equity firms and is a member of the Boardboards of Directorsdirectors of The Andersons, Inc. (NASDAQ:(Nasdaq: ANDE), a diversified business with interests in agribusiness where he is a member of the audit committee and servesthe chair of the compensation committee. Mr. Manire is also an operating partner at Columbia Capital, the Chairman of Vivacity LLC and is on the Audit Committeeboard of directors of Hellen Systems and is the Chair of the Compensation Committee.Quicket Solutions, Inc.
	DirectorQualifications Mr. Manire brings over 30 years of business management, finance and leadership to the Board. His extensive background and experience as an executive officer and as a public company board member providedprovide him with a vast skill set including experience in mergers and acquisitions, international business, marketing and sales, technology and innovation, cybersecurity risk management, as well as corporate governance. Mr. Manire’s robust 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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Continuing Directors

FRANK B. MODRUSON
Independent Class II Director (Term Expires 2022)2025) Director since: 2014 Age: 6163 Committees: ●• Audit ●• Nominating and Governance	ProfessionalHighlights 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 boardsboard of directors of First Midwest Bancorp, Inc. (NASDAQ: FMBI) and Hy Cite Enterprises, LLC. He is also a volunteer firefighter and serves on the Boardboard of Directorsdirectors of the Lyric Opera of Chicago. Previously,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 CIO Magazine’s CIO Hall of Fame. In addition, InfoWorld has named him to its list of Top 25 CTOs, and ComputerWorld has named him one of its Premier 100 CTOs.
	DirectorQualifications Mr. Modruson’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 benefits from Mr. Modruson’s extensive experience transforming information technology into an asset for Accenture. While 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.

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MICHAEL A. SMITH
ChairmanLead Independent Director oftheBoard Independent Class II Director (Term Expires 2022)2025) Director since: 1991 Age: 6668 Committees: ●• Audit (until April 22, 2022) ●• Compensation ●• Nominating and Governance (Chair)	ProfessionalHighlights Mr. Smith has beenserved as Chairman of Zebra since 2007.from 2007 to March of 2023 and is now serving as the Company’s Lead Independent Director. 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. MichaelMr. Smith is a Board Leadership Fellow of the National Association of Corporate Directors and is also NACD Directorship Certified™. NACD’s Directorship Certification™ provides a tangible assessment of a director’s understanding of knowledge essential to effective corporate governance along with a commitment to continuing education. Mr. Smith recently obtained his CERT certification from Carnegie Mellon’s Software Engineering Institute in Cybersecurity Oversight, thereby bolstering his knowledge of cyber oversight and governance.
	DirectorQualifications The Board and the Committees on which Mr. Smith serves benefit from his decades of industry experience, his skills in financial services, andincluding his substantial knowledge of Zebra. The Board and Audit Committee benefit from Mr. Smith’s proficiency in complex financial management, capital allocation and financial reporting processes.processes, as well as his substantial knowledge of 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, and Nominating and Governance Committee and Compensation Committee benefit from Mr. Smith’s substantial corporate governance and executive compensation experience, including his recently obtained CERT certification from Carnegie Mellon’s Software Engineering Institute in Cybersecurity Oversight, experience completingoverseeing development plans for CEO and senior management, CEO performance evaluations, and CEO succession, conducting board and committee effectiveness assessments, reviewing of board and committee composition and leadership, leading board transformation and recruitingrefreshment, achieving NACD Directorship Certification, and CEO succession/transition and recruiting, as well as 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.

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LINDA M. CONNLY
Independent Class III Director (TermExpires2023) Director since: 2020 Age: 55 Committees: ● Audit	ProfessionalHighlights 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 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, the largest technology merger 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 VP, 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, and is a trustee of Saint Anselm College. Most recently, Ms. Connly served as an advisor for Wasabi Technologies, a private company providing cloud storage solutions. 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.”
	DirectorQualifications 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
ChiefExecutiveOfficer Class III Director (TermExpires2023) Director since: 2007 Age: 60 Committees: ● None	ProfessionalHighlights 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 board of directors 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. 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 and is a member of the Civic Committee.
	DirectorQualifications Mr. Gustafsson has extensive executive level experience that allows him to bring to the Board a broad range of skills, 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.

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JANICE M. ROBERTS
Independent Class III Director (TermExpires2023) Director since: 2013 Age: 65 Committees: ● Compensation	ProfessionalHighlights 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. Ms. Roberts has served as a Partner at Benhamou Global Ventures (BGV) since 2014; an early stage global investor in companies that lead the digital transformation of enterprises. From 2000 to 2013, Ms. Roberts served as Managing Director of Mayfield Fund, investing in wireless, mobile, enterprise and consumer technology companies. Following 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. 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. She serves on the advisory board of Illuminate Ventures and was a Board Director and President of the Ronald McDonald House at Stanford from 2011 to 2017.
	DirectorQualifications Ms. Roberts has almost four decades of global technology operating and venture capital experience, including 27 years in Silicon Valley. She has held executive roles in Europe and the 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 relevant 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 audit compensation and strategy committees.

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Committees of 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 Chief Executive Officer and other 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 at http://www.zebra.com under “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 sustainability initiatives (including climate and human capital related matters) and related disclosures as further discussed in the Sustainability section on page 26.

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DirectorCompensation

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 2020, due to the anticipated financial effects of the COVID-19 pandemic, Zebra took a proactive step and temporarily reduced our Board of Directors’ cash retainer payments by 30% for a three-month period.

In October 2019,November 2021, 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-tech industry data for companies similar to Zebra. (For more information on the peer group, see Compensation Discussion and Analysis — Overview of Our Executive Compensation Program,Approach, beginning on page 43)54). In addition, the Compensation Committee reviewed data on the cash compensation awarded to the chairs and members of the Board’s standing committees. Using this data, the Compensation Committee confirmeddetermined that the 20202022 total mix of compensation for the non-employee directors is aligned withwas slightly lower than the peer group and high-tech market medians. Therefore, the Compensation Committee recommended to the Board and the Board decided not to adjust our non-employee director compensation for 2020, except2022. The cash retainer for the reduction innon-executive chair of the Board was increased by $35,000. The annual cash retainer payments due tofor the anticipated financial effectsnon-employee directors was increased by $10,000. Non-employee directors’ annual equity grant was increased by $20,000. The annual cash retainer for the chair of the COVID-19 pandemic.Audit Committee was increased by $5,000. The annual cash retainer for the chair of the Compensation Committee was increased by $5,000. The annual cash retainer for the chair of the Nominating Governance Committee was increased by $5,000. The annual cash retainer for members of the Nominating and Governance Committee was increased by $2,500.

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Elements of Director Compensation

Our non-employee director compensation for 20202022 was awarded inwith a combination of cash and equity, as shown below. Due to the anticipated financial effects of the COVID-19 pandemic, Zebra took a proactive step in April 2020 and temporarily reduced our Board of Directors’ cash retainer payments by 30% for a three-month period.