Unisys Corp PRE 14A, filed Mar 12, 2025

Board Performance

•

Annual Board and committee
self-evaluations

•

Regular executive sessions at
Board and committee meetings

•

Strong alignment between
company performance and
executive compensation

•

Director onboarding and
continuing education
programs

•

Commitment to overseeing our
approach to Environmental,
Social and Governance (“ESG”

Unisys Corp (UIS)

PRE 14A 2025-03-12 For: 2025-05-08

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Added on October 26, 2026

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Proposals		Board Recommendation	For Further Details
Proposal 1	Elect eleven directors identified in the attached Proxy Statement	“FOR” each director nominee	Page 11
Proposal 2	Approve a non-binding advisory resolution approving the compensation of the Company’s named executive officers	“FOR”	Page 37
Proposal 3	Ratify the selection of the Company’s independent registered public accounting firm for 2025	“FOR”	Page 71
Proposal 4	Amendment to the Unisys Corporation 2024 Long-Term Incentive and Equity Compensation Plan	“FOR”	Page 74
Proposal 5	Approve the amendment to the Company’s Restated Certificate of Incorporation to eliminate the supermajority voting provisions	“FOR”	Page 82
Proposal 6	Approve the amendment to the Company’s Restated Certificate of Incorporation to limit the liability of certain officers as permitted by Delaware law	“FOR”	Page 84
Proposal 7	Approve the amendment to the Company’s Restated Certificate of Incorporation to clarify the indemnification provisions	“FOR”	Page 86

	Proxy Summary					1
	About Unisys					1
	Board Information					2
	Corporate Governance Highlights					5
	Sustainability Highlights					5
	Our Principles-Based Philosophy					6
	Executive Compensation Overview					6
	Compensation Mix					7
	Stockholder Outreach					7
	2024 Compensation Highlights					8
	Compensation Best Practices					8

	Proposal 1 – Election of Directors					11
	Board Overview					11
	Director Independence					13
	Information Regarding Nominees					14
	Director Nomination Process					25
	Stockholder Nominations of Director Candidates					25
	Corporate Governance					26
	Corporate Governance Principles					26
	Board and Committee Structure					26
	Director Engagement					31
	Board’s Role in Corporate Oversight					31
	Other Governance Policies and Procedures					34
	Compensation of Directors					35

	Proposal 2 – Advisory Vote to Approve Executive Compensation					37
	Compensation Discussion & Analysis					38
	2024 Executive Compensation Program					49
	Compensation and Human Resources Committee Report					57
	Executive Compensation Tables					58
	CEO Pay Ratio					67
	Pay Versus Performance					67

	Proposal 3 – Ratification of the Appointment of Independent Registered Public Accounting Firm					71
	Audit and Finance Committee Report					73

	Proposal 4 – Amendment to the Unisys Corporation 2024 Long-Term Incentive and Equity Compensation Plan					74
	General					74
	Why Stockholders Should Approve the Amendment to the 2024 Equity Plan					75
	Key Plan Features					75
	Plan Summary					76
	U.S. Federal Income Tax Consequences					80

	Proposal 5 – Approve the Amendment to the Company’s Restated Certificate of Incorporation to Eliminate Supermajority Voting Provisions					82

	Proposal 6 – Approve the Amendment to the Company’s Restated Certificate of Incorporation to Limit the Liability of Certain Officers as Permitted by Delaware Law					84

	Proposal 7 – Approve the Amendment to the Company’s Restated Certificate of Incorporation to Clarify the Indemnification Provisions					86
	Security Ownership of Certain Beneficial Owners and Management					88
	Section 16(a) Beneficial Ownership Reporting Compliance					89
	Equity Compensation Plan Information					89
	Annual Meeting Information					90
	Information About the Meeting and Voting					90
	Voting Procedures and Revocability of Proxies					93
	Internet Availability of Proxy Materials; Multiple Sets of Proxy Materials					94
	Virtual Meeting Webcast					94
	General Matters					96
	Cautionary Statement Regarding Forward-Looking Information					96
	Policy on Confidential Voting					96
	Stockholder Proposals and Nominations					96
	Householding of Proxy Materials					97
	Annual Report					97
	Other Matters					97
	Appendix A					99
	Appendix B					101
	Appendix C					116

AFC	Audit and Finance Committee	M	Member
CHRC	Compensation and Human Resources Committee	C	Chair
NCGC	Nominating and Corporate Governance Committee	IND	Independent
SRC	Security and Risk Committee

	Pay Component			Details of Changes for 2024
	Base Salary			• Ms. Poggenpohl received a 5.4% increase in base salary based on performance and market considerations. • Ms. Prohl received a 4.3% increase in base salary based on performance and market considerations.
	Short-Term Incentives (“STI”)			• No NEOs received STI target percentage increases in 2024. • Final 2024 plan funding for STI resulted in above target performance.
	Long-Term Incentives (“LTI”)			• Strategically redesigned the mix of performance measures between shares and cash to carefully manage share usage, minimize dilution and conserve our equity reserves. • 2024 LTI award values based on time-based RSUs, performance-based TSR RSUs, performance-based TSR cash, and performance-based non-GAAP operating profit cash. • 2/3 of total 2024 LTI was tied to performance-based metrics. • Final 2024 results for both r-TSR and non-GAAP operating profit based LTI resulted in above target performance.


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	Board Independence and Composition
	• Highly qualified board with a mix of experience, skills and viewpoints • Director skill set aligned with corporate strategy • Chair of the Board and Chief Executive Officer separate as of April 1, 2025 • Effective lead independent director • 82% of directors standing for re-election are independent • Regular board refreshment and a mix of tenure • Limit on outside directorships • Mandatory retirement age of 74

	Stockholder Rights
	• Annual election of all directors • No stockholder rights plan • Majority voting for uncontested director elections • No super voting or low voting stock • Proposing elimination of all supermajority voting requirements

	2023 Say-On-Pay Support			2024 Say-On-Pay Support			Five-Year Average Say-On-Pay Support

	What We Do
	Provide the majority of compensation in performance-based pay Reflect multi-dimensional performance using earnings, revenue, cash and market performance with a mix of relative and absolute goals; assess performance over multiple time periods with one-year performance in the STI and one-year, two-year and three-year performance periods in the performance-based component of the LTI Cap incentive plan at 2x target; no payouts below threshold Maintain stock ownership guidelines for officers and directors (excludes stock options) Maintain a clawback policy Have change in control agreements with double-trigger severance provisions Conduct annual compensation program risk assessment Adhere to an insider trading policy Use an independent compensation consultant engaged by and reporting directly to the Compensation and Human Resources Committee

	What We Don’t Do
	× Excise tax gross-ups on a change in control × Excessive severance in a change in control or termination × Excessive perquisites × Allow employees, including our executive officers, and non-employee directors to engage in hedging transactions, speculation, short sales, margin accounts or pledge Unisys securities × Automatic vesting of equity upon a change in control × Stock option repricing, reloads, or cash buyouts × Discounted stock options or stock appreciation rights (“SARs”) × Liberal change in control definition

1	Identification	• The Nominating and Corporate Governance Committee receives suggestions for new directors from a number of sources, including Board members. • It also may, at its discretion, employ a third-party search firm to assist in identifying director candidates. • The Nominating and Corporate Governance Committee also considers recommendations for Board membership received from stockholders and other qualified sources.
2	Review	• With respect to existing directors, prior to making its recommendation to the full Board, the Nominating and Corporate Governance Committee, in consultation with the Chair, CEO and lead independent director, reviews each director’s continuation on the Board as a regular part of the annual nominating process.
3	Recommendation and Approval	• After the Nominating and Corporate Governance Committee makes its recommendations, the full Board is responsible for final approval of new director candidates, as well as the nomination of existing directors for re-election.

	Board Independence and Composition
	• Highly qualified board with a mix of experience, skills and viewpoints • Director skill set aligned with corporate strategy • Chair of the Board and Chief Executive Officer separate as of April 1, 2025 • Effective lead independent director • 82% of directors standing for election are independent

	Board Performance
	• Annual Board and committee self-evaluations • Regular executive sessions at Board and committee meetings • Strong alignment between Company performance and executive compensation • Director onboarding and continuing education programs • Commitment to overseeing our approach to ESG

	Audit and Finance Committee
	Members: Regina Paolillo (Chair) John A. Kritzmacher Paul E. Martin Philippe Germond			Purpose: • The Audit and Finance Committee assists the Board in its oversight of: (1) the integrity of our financial statements and its financial reporting and disclosure practices; (2) the adequacy and effectiveness of our systems of internal controls regarding financial reporting and accounting compliance; (3) the qualifications, performance, independence, scope of responsibility and compensation of our independent registered public accounting firm; (4) the performance, scope of responsibility and compensation of our internal audit function; and (5) our compliance with legal and regulatory requirements and the adequacy and effectiveness of our ethical and environmental compliance programs. • The Audit and Finance Committee is also responsible for (i) reviewing the Company’s cybersecurity and other information technology controls and procedures, in conjunction with the Security and Risk Committee, (ii) overseeing the pension, and (iii) preparing the Audit Committee Report required by the SEC to be included in the Company’s annual Proxy Statement. • Details of the Audit and Finance Committee’s authority and responsibilities are specified in the Committee’s charter, which may be accessed at our Investor Relations website at www.unisys.com/investor-relations/corporate-governance.
	Independence and Qualifications: The Board has determined that each member of the Audit and Finance Committee qualifies as independent under the listing standards of the NYSE and is financially literate and that Ms. Paolillo and Mr. Kritzmacher are each an “audit committee financial expert” as defined by the SEC.
	Number of Meetings: 8

	Security and Risk Committee
	Members: Paul E. Martin (Chair) John A. Kritzmacher Regina Paolillo Troy K. Richardson			Purpose: • The Security and Risk Committee assists the Board in its oversight responsibilities regarding the Company’s organization-wide security and enterprise risk management practices, including: (1) overseeing the practices, procedures and controls that management uses to identify, manage and mitigate risks related to cybersecurity, privacy and disaster recovery and respond to incidents with respect thereto; and (2) overseeing the practices, procedures and controls that management uses to identify, manage and mitigate other key enterprise risks the Company faces, such as strategic, commercial, physical security, property, workplace safety, legal, regulatory, and reputational risks. • Details of the Security and Risk Committee’s authority and responsibilities are specified in the Committee’s charter, which may be accessed at our Investor Relations website at www.unisys.com/investor-relations/corporate-governance.
	Independence and Qualifications: The Board has determined that each member of Security and Risk Committee qualifies as independent under the listing standards of the NYSE.
	Number of Meetings: 4

	BOARD OF DIRECTORS
	• Annually reviews our strategic and operation plans, which address, among other things, the risks and opportunities facing the Company. • Has delegated certain risk management oversight responsibilities to the Board committees. Each committee regularly reports to the full Board. • Has overall responsibility for executive officer succession planning and reviews succession plans each year.

	MANAGEMENT
	• Our Internal Audit Function is responsible for evaluating and improving the effectiveness of the organization’s risk management, control, and governance processes. It provides objective assurance and advisory services designed to add value to the organization. • Our leadership team regularly evaluates these controls, and the Internal Audit Function reports quarterly to the Audit and Finance Committee regarding their design and effectiveness.

Annual Retainers
Cash				$	85,000
Equity	having a value of $200,000
Additional Cash Retainer			Chair		Member
Chair of Board(1)		$	50,000
Lead Independent Director				$	50,000
Committees
Audit and Finance		$	30,000	$	12,000
Compensation and Human Resources		$	20,000	$	10,000
Nominating and Corporate Governance		$	16,250	$	7,500
Security and Risk		$	16,500	$	7,500

Name	Fees Earned or Paid in Cash(1) ($)		Stock Awards(2) ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Non- Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Nathaniel A. Davis Lead Independent Director		135,000		200,005		—		—		—		—		335,005
Matthew J. Desch		95,000		200,005		—		—		—		—		295,005
Philippe Germond Chair, Nominating and Corporate Governance Committee		108,823		200,005		—		—		—		—		308,828
Deborah Lee James		102,500		200,005		—		—		—		—		302,505
John A. Kritzmacher		104,320		200,005								180(3)		304,505
Paul E. Martin Chair, Security and Risk Committee		113,320		200,005		—		—		—		—		313,325
Regina Paolillo Chair, Audit and Finance Committee		122,500		200,005		—		—		—		—		322,505
Troy K. Richardson		102,320		200,005		—		—		—		—		302,325
Lee D. Roberts Chair, Compensation and Human Resources Committee(4)		112,320		200,005		—		—		—		34,000(5)		346,325
Roxanne Taylor		102,500		200,005		—		—		—		—		302,505

Section	Page
Executive Summary		38
What Guides Our Program		42
2024 Executive Compensation Program		49
Other Executive Compensation Practices and Policies		55

Pay Component	What We Did	Why We Did It
Base Salary	In 2024, Ms. Poggenpohl and Ms. Prohl received 5.4% and 4.3% increases, respectively, in base salary based on market considerations. No other NEOs received base salary increases in 2024.	The increases in Ms. Poggenpohl and Ms. Prohl’s base salaries are based on performance and market considerations.
Short-Term Incentives (“STI”)	No NEOs received STI target percentage increases in 2024.
	The STI mix of performance measures was split evenly, with 50% allocated to Revenue and 50% allocated to Non-GAAP Operating Profit. The maximum payout design for all NEOs remains at 200% of each NEO’s annual target, based on the achievement of both individual and performance metrics.	CEO target bonus reduction reflects continued commitment to Company financials and bottom-line performance.
	In 2023, the CEO bonus was reduced from 140% to 120% of base salary. In 2024, the target bonus remained at 120%.
Long-Term Incentives (“LTI”)	In 2024, we realigned the mix of performance measures between shares and cash for our LTI awards. 2024 LTI awards were based on time-based restricted stock units (RSUs), performance-based TSR RSUs, performance-based TSR Cash, and performance-based non-GAAP operating profit cash. After conducting a comprehensive review of their market positioning, select NEOs received increased LTI award values in 2024.	This change was intended to carefully manage share usage and to minimize dilution, while continuing to incentivize behavior that drives stock price appreciation and stockholder value.