Icahn and his entities own 33.5 million shares of Motorola--roughly 1.4% of the company's outstanding shares.
Icahn told Faber that he bought Motorola stock because he thought it was cheap. But he said he wasn't sure he would mount a public challenge until Motorola's chief financial officer said during the fourth-quarter conference call that the company was happy to keep its debt at its current level of about $4 billion.
Icahn believes the company should buy back as much as a third of its stock while still leaving room for acquisitions.
Icahn has taken stakes in a number of companies in recent years, pushing for changes that he said would boost the share prices or otherwise create more value for shareholders.
Icahn is mounting this effort alone, Faber said, unlike his campaign last year to boost Time Warner's stock.
The financier urged Time Warner to sell its cable assets and repurchase $20 billion in shares to "unlock" value for shareholders. CEO Richard Parsons initially rebuffed Icahn, but eventually boosted the company's buyback program.
Boost Investor Interest
Prudential Equity Group chip analyst Inder Singh said Icahn, if elected, would likely spearhead an increase in the stock buyback plan and drive investor interest in the stock.
"Carl Icahn's recent high-profile position in Time Warner (which produced substantial returns for shareholders) have led management to look deeper into ways for creating shareholder value, and we think that similar actions at Motorola could lead to increased investor interest in the company," Singh wrote in a client note Tuesday. "His strategy could involve partnerships, mergers and acquisitions, and/or a change in direction."
Icahn, who has a net worth near $10 billion, was ranked 24th on Forbes' most recent list of the wealthiest Americans.
Tuesday's announcement comes as the world's No. 2 cell phone maker cuts 3,500 jobs and takes other steps to reduce costs after misjudgments on pricing and sales forecasts for its high-end phones contributed to its least profitable quarter since 2004.