Motorola Solutions appoints Phillips 66 CEO Mark Lashier as director

Rhea-AI Filing Summary

Motorola Solutions, Inc. expanded its Board of Directors from seven to eight members and appointed Dr. Mark E. Lashier as a new director and member of the Governance and Nominating Committee, effective November 18, 2025. He will serve until the company’s 2026 annual meeting and the election and qualification of his successor, or earlier if he leaves the Board.

Dr. Lashier is currently the Chairman and Chief Executive Officer of Phillips 66$20,416.67 per month based on the company’s stock price on his election date.

11/18/2025 - 04:30 PM

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 18, 2025

Motorola Solutions, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

1-7221		36-1115800
(Commission File Number)		(IRS Employer Identification No.)

500 W. Monroe Street

Chicago, Illinois 60661

(Address of Principal Executive Offices, Zip Code)

Registrant’s telephone number, including area code: 847-576-5000

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock $0.01 par value		MSI		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Motorola Solutions, Inc. (the “Company”) is pleased to announce that on November 18, 2025, the size of the Board of Directors of the Company (the “Board”) was increased from seven to eight members and Dr. Mark E. Lashier joined the Board as a director and a member of the Governance and Nominating Committee, effective immediately. Dr. Lashier will serve until the Company’s 2026 Annual Meeting and the election and qualification of his successor or, if earlier, his death or resignation from the Board.

Dr. Lashier is currently the Chairman and Chief Executive Officer of Phillips 66, an integrated downstream energy provider.

Dr. Lashier will receive the standard compensation received by non-employee directors. This compensation arrangement is described in the Company’s definitive proxy statement on Schedule 14A filed on March 27, 2025 with the U.S. Securities and Exchange Commission. As disclosed in the definitive proxy statement, a non-employee director will receive his or her equity compensation in the form of a grant of deferred stock units (prorated based on the number of full months served until the next annual meeting of shareholders) with a value of $20,416.67 per month, divided by the closing price of the Company’s common stock on the day on which the director’s election to the Board is effective.

There are no arrangements or understandings between Dr. Lashier and any other person pursuant to which Dr. Lashier was elected as a director of the Company, nor does Dr. Lashier have any direct or indirect material interest in any related party transaction required to be disclosed under Item 404(a) of Regulation S-K.

The press release announcing Dr. Lashier’s election to the Board is attached as Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release by Motorola Solutions, Inc. dated November 18, 2025 announcing the appointment of Dr. Mark E. Lashier to the Board of Directors.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				MOTOROLA SOLUTIONS, INC. (Registrant)
Dated: November 18, 2025				By:		/s/ Kristin L. Kruska
				Name:		Kristin L. Kruska
				Title:		Corporate Vice President, Transactions, Corporate & Securities Law and Secretary

FAQ

What board change did Motorola Solutions (MSI) announce?

Motorola Solutions increased its Board of Directors from seven to eight members and appointed Dr. Mark E. Lashier as a new director, effective November 18, 2025.

Who is Dr. Mark E. Lashier, the new Motorola Solutions (MSI) director?

Dr. Mark E. Lashier is the Chairman and Chief Executive Officer of Phillips 66, an integrated downstream energy provider, and has joined Motorola Solutions’ Board.

How long will Dr. Mark E. Lashier serve on the Motorola Solutions (MSI) board?

Dr. Lashier will serve as a director until the 2026 Annual Meeting of Motorola Solutions and the election and qualification of his successor, or earlier if he departs the Board.

What board committee will Dr. Lashier serve on at Motorola Solutions (MSI)?

Dr. Lashier has been appointed as a member of the Governance and Nominating Committee of the Motorola Solutions Board of Directors.

How is Dr. Mark E. Lashier compensated as a Motorola Solutions (MSI) director?

Dr. Lashier will receive the standard non-employee director compensation, including deferred stock units with a value of $20,416.67 per month, based on the closing price of Motorola Solutions’ common stock on his election date.

Are there any related party transactions involving Dr. Lashier and Motorola Solutions (MSI)?

No. The company states that Dr. Lashier has no direct or indirect material interest in any related party transaction that must be disclosed under Item 404(a) of Regulation S-K.

Did Motorola Solutions (MSI) issue a press release about Dr. Lashier’s appointment?

Yes. Motorola Solutions issued a press release announcing Dr. Lashier’s election to the Board, which is included as Exhibit 99.1.