Unisys Corp DEF 14A, filed Mar 24, 2023

Unisys Corp (UIS)

DEF 14A 2023-03-24

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Added on June 12, 2026

About this DEF 14A

Unisys Corp filed this DEF 14A on March 24, 2023.

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☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material under §240.14a-12

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☑		No fee required
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Proposals		Board Recommendation	For Further Details
Proposal 1	Elect eleven directors	“FOR” each director nominee		Page 10


Proposal 2	Hold an advisory vote to approve executive compensation	“FOR”		Page 30


Proposal 3	Hold an advisory vote on the frequency of holding an advisory vote on executive compensation	Every “ONE YEAR”		Page 64


Proposal 4	Ratify the selection of the Company’s independent registered public accounting firm for 2023	“FOR”		Page 65


Proposal 5	Approve the Unisys Corporation 2023 Long-Term Incentive and Equity Compensation Plan	“FOR”		Page 67

	Letter to Stockholders	1
	Notice of Annual Meeting of Stockholders	2
	Proxy Summary	4
	Proposal 1 – Election of Directors	10
	Board Overview	10
	Information Regarding Nominees	13
	Director Independence	19
	Director Nomination Process	20
	Stockholder Nominations of Director Candidates	20
	Corporate Governance	21
	Corporate Governance Principles	21
	Board and Committee Structure	21
	Director Engagement	25
	Board’s Role in Corporate Oversight	25
	Other Governance Policies and Procedures	27
	Compensation of Directors	28
	Proposal 2 – Advisory Vote to Approve Executive Compensation	30
	Compensation Discussion & Analysis	31
	Compensation and Human Resources Committee Report	49
	Executive Compensation Tables	50
	CEO Pay Ratio	58
	Pay Versus Performance	58
	Proposal 3 – Advisory Vote on the Frequency of an Advisory Vote on Executive Compensation	64
	Proposal 4 – Ratification of the Selection of Independent Registered Public Accounting Firm	65
	Independent Registered Public Accounting Firm Fees & Services	66
	Pre-Approval Policies and Procedures	66
	Audit and Finance Committee Report	66
	Proposal 5 - Approval of the Unisys Corporation 2023 Long-Term Incentive and Equity Compensation Plan	67
	General	67
	Why Stockholders Should Approve The 2023 Equity Plan	68
	Key Plan Features	68
	Plan Summary	69
	U.S. Federal Income Tax Consequences	73
	Equity Compensation Plan Information	75
	Security Ownership of Certain Beneficial Owners and Management	76
	Delinquent Section 16(a) Reports	77
	Annual Meeting Information	78
	Internet Availability of Proxy Materials; Multiple Sets of Proxy Materials	78
	Voting Procedures and Revocability of Proxies	78
	Virtual Meeting Only	79
	Required Vote	80
	General Matters	81
	Policy on Confidential Voting	81
	Stockholder Proposals and Nominations	81
	Householding of Proxy Materials	81
	Other Matters	82
	Appendix	83

Proposal 1
Proposal 1
Election of Directors
	The Board recommends a vote FOR each director nominee.	See page 10


Your vote is important. Whether or not you plan to attend the annual meeting, please promptly submit your proxy or voting instructions by Internet, telephone, or mail. For specific instructions on how to vote your shares, please refer to the instructions found on the Notice of Internet Availability of Proxy Materials you received in the mail or, if you received a paper copy of the proxy materials, the enclosed proxy/voting instruction card.			Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on May 5, 2023: The Company’s proxy statement and annual report are available at www.proxyvote.com

			Director	Committee Membership
Name and Primary Occupation		Age	Since	AFC	CHRC	NCGC	SRC
	Peter A. Altabef, CHAIR OF THE BOARD Chief Executive Officer, Unisys Corporation	63	2015
	Nathaniel A. Davis, LEAD INDEPENDENT DIRECTOR IND Former Chairman of the Board and Chief Executive Officer, Stride, Inc.	69	2011
	Matthew J. Desch IND Chief Executive Officer, Iridium Communications Inc.	65	2019		M
	Philippe Germond IND Partner, Barber Hauler Capital Advisers	66	2016			C
	Deborah Lee James IND Former U.S. Secretary of the Air Force	64	2017		M	M
	John A. Kritzmacher IND Former Executive Vice President and Chief Financial Officer, John Wiley & Sons, Inc.	62	2022	M			M
	Paul E. Martin IND Former Senior Vice President and Chief Information Officer, Baxter International, Inc.	65	2017	M			C
	Regina Paolillo IND Former Global Chief Operating Officer, TTEC Holdings, Inc.	64	2018	M			M
	Troy K. Richardson IND Former President of the Digital Thread group, PTC Inc.	60	2021	M			M
	Lee D. Roberts IND Chief Executive Officer and President, BlueWater Consulting, LLC	70	2011		C	M
	Roxanne Taylor IND Former Senior Vice President and Chief Marketing and Communications Officer, Memorial Sloan-Kettering Cancer Center	66	2021		M	M


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

Senior Leadership		Technology
	11/11		11/11

Public Company Board		Industry Sectors
	10/11		9/11

CEO		International
	5/11		8/11

Financial Expertise
	4/11

Proposal 2
Proposal 2
Advisory Vote to Approve Executive Compensation
	The Board recommends a vote FOR this proposal.	See page 30


Alignment with Long- Term Shareholders’ Interests	Competitiveness	Motivating Achievement of Financial Goals and Strategic Objectives	Rewarding Superior Performance	Responding to Change

	Target Mix
Element	CEO	NEOs	Description	Why is it provided
Base Salary			Paid in cash	● Provides a competitive fixed rate of pay relative to similar positions in the market ● Enables the Company to attract and retain critical executive talent
Short-Term Incentives (“STI”)			Paid annually in cash under the Executive Variable Compensation (“EVC”) Plan	● Focuses NEOs on achieving rigorous and challenging annual performance goals aligned with the Company’s annual operating plan to drive long-term shareholder value creation
Long-Term Incentives (“LTI”)			Paid under the LTI Plan using a combination of equity and cash	● 2/3 dependent on performance metrics and 1/3 time-based ● Focuses NEOs on longer-term goals strongly aligned to drive shareholder value creation, as well as support the Company’s leadership retention strategy

Pay Component		Details of Changes for 2022
Base Salary		● Mr. Thomson received an 18.7% increase in base salary based on change in role to Chief Operating Officer, performance and market considerations. ● Ms. Ebrahimi received a 3.8% increase in base salary based on performance and market considerations. ● Ms. Poggenpohl received a 3.3% increase in base salary based on performance and market considerations.

Short-Term Incentives (“STI”)		● Mr. Thomson’s STI target percentage increased from 95% to 110% upon transition to his new role as Chief Operating Officer. ● We incorporated a new Diversity, Equity & Inclusion (“DEI”) non-financial metric to the annual STI program. ● 2022 DEI goals include improving the representation of (a) women globally and (b) associates from Underrepresented Ethnic Groups (“UREG”) within the U.S. ● We narrowed the payout range (expressed as a percentage of target opportunity) for Non-GAAP Operating Profit and Free Cash Flow to better align with market practice. ● Financial goals were aligned with the Company’s operating plan and financial expectations. All targets for 2022 were higher than actual and target 2021 performance levels.

Long-Term Incentives (“LTI”)		● 1/3 of total 2022 LTI delivered in performance-based cash measured on Non-GAAP Operating Profit, which was the measure in 2020, prior to the one year change in 2021 to relative Total Shareholder Return (“rTSR”) due to COVID-19. ● 1/3 of total 2022 LTI was delivered in time-based shares. ● 1/3 of total 2022 LTI was delivered in rTSR performance-based shares.

Proposal 3
Proposal 3
Advisory Vote on the Frequency of an Advisory Vote on Executive Compensation
	The Board recommends a vote for the option of every ONE YEAR.	See page 59

Proposal 4
Proposal 4
Ratification of the Selection of Independent Registered Public Accounting Firm
	The Board recommends a vote FOR this proposal.	See page 60

Independence	Diversity

Tenure	Age

	CEO		Other NEOs

●	Includes a default double trigger change in control provision and does not provide for automatic vesting upon a change in control
●	Includes a one-year minimum vesting requirement
●	Prohibits the payment of dividends or dividend equivalent rights on unvested equity awards
●	Limits grants to any individual employee in a calendar year
●	Limits non-employee directors’ aggregate cash and equity compensation in a calendar year
●	Prohibits repricing of stock options and stock appreciation rights without stockholder approval, other than in connection with a capitalization event adjustment or change in control
●	Does not have evergreen share pool provisions
●	Does not have a replacement option or stock appreciation right feature
●	Does not provide tax gross-ups to officers, non-employee directors or other plan participants
●	Authorizes the recoupment of awards under our recoupment policies and/or any recoupment requirements imposed under applicable laws

Proposal 5
Proposal 5
Approval of Unisys Corporation 2023 Long-Term Incentive and Equity Compensation Plan
	The Board recommends a vote FOR this proposal.	See page 62


Proposal 1 Election of Directors

The Board currently consists of twelve members, each of whose term expires at the annual meeting. Denise K. Fletcher will retire from the Board at the annual meeting. Each of the remaining eleven directors has been nominated for reelection for a term expiring at the 2024 annual meeting. Each of the nominees has agreed to serve as a director if elected, and the Company believes that each nominee will be available to serve. However, the proxy holders have discretionary authority to cast votes for the election of a substitute should any nominee not be available to serve as a director.

	The Board of Directors recommends a vote “FOR” all nominees.

Board Diversity Matrix (as of March 24, 2023)
Total Number of Directors:	12
	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	4	8	-	-
Part II: Demographic Background:
African American or Black	-	3	-	-
Alaskan Native or Native American	-	-	-	-
Asian	-	-	-	-
Hispanic or Latinx	-	-	-	-
Native Hawaiian or Pacific Islander	-	-	-	-
White	4	5	-	-
Two or more races or ethnicities	-	-	-	-

LGBTQ+	-
Did Not Disclose Demographic Background:	-

Director	Audit and Finance Committee	Compensation and Human Resources Committee	Nominating and Corporate Governance Committee	Security and Risk Committee
Peter A. Altabef
Nathaniel A. Davis
Matthew J. Desch
Denise K. Fletcher
Philippe Germond
Deborah Lee James
John A. Kritzmacher
Paul E. Martin
Regina Paolillo
Troy K. Richardson
Lee D. Roberts
Roxanne Taylor

Audit and Finance Committee

Members: Denise K. Fletcher (Chair) John A. Kritzmacher Paul E. Martin Regina Paolillo Troy K. Richardson Independence and Qualifications: The Board has determined that each of Ms. Fletcher, Mr. Kritzmacher, Mr. Martin, Ms. Paolillo and Mr. Richardson qualifies as independent under the listing standards of the NYSE and is financially literate and that Ms. Fletcher, Mr. Kritzmacher and Ms. Paolillo are each an “audit committee financial expert” as defined by the SEC. Number of Meetings: 11		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 its systems of internal controls regarding financial reporting and accounting compliance; (3) the independence and qualifications of our independent registered public accounting firm; (4) the performance of our internal audit function and our independent registered public accounting firm; (5) our compliance with legal and regulatory requirements and the adequacy and effectiveness of its ethical and environmental compliance programs; (6) our financial affairs, including its capital structure, financial arrangements, capital spending and acquisition and disposition plans; and (7) the named plan fiduciaries responsible for the administration and the management and investment of plan assets in the pension, savings and welfare benefit plans sponsored by the Company. ● The Audit and Finance Committee is also responsible for preparing the report required by the SEC to be included in the Company’s annual proxy statement. ● Details of the 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/governance.

Compensation and Human Resources Committee
Compensation and Human Resources Committee
Members: Lee D. Roberts (Chair) Matthew J. Desch Deborah Lee James Roxanne Taylor Independence and Qualifications: The Board has determined that each of Mr. Desch, Ms. James, Mr. Roberts and Ms. Taylor qualifies as independent under the listing standards of the NYSE. Number of Meetings: 5		Purpose: ● The Compensation and Human Resources Committee: (1) oversees the compensation of our executive officers; (2) oversees the compensation-related policies and programs involving our executive officers and the level of benefits of officers and key employees; (3) reviews and recommends to the Board compensation of our directors; (4) reviews the senior executive succession plan and the senior executive leadership development process as presented by the Chief Executive Officer; and (5) reviews our human capital and people strategy as presented by the Chief Human Resources Officer. ● The committee regularly reviews and approves our executive compensation strategy and principles to ensure they are aligned with our business strategy and objectives and with stockholder interests. ● Under its charter, the Compensation and Human Resources Committee annually reviews and approves goals and objectives relevant to the compensation of the Chief Executive Officer, evaluates the performance of the Chief Executive Officer in light of those goals and objectives and makes recommendations to the independent members of the Board concerning the compensation of the Chief Executive Officer. ● The committee also annually reviews and approves compensation levels of the other executive officers. To do so, the committee solicits input from our Chief Executive Officer regarding the compensation of our executive officers. ● The Compensation and Human Resources Committee also reviews and recommends to the Board the adoption of director compensation programs. The Company’s guidelines regarding the compensation of directors are described more fully under “Compensation of Directors” below. ● Under its charter, the Compensation and Human Resources Committee also annually reviews management’s assessment of risk as it relates to our compensation arrangements, practices, policies and programs for executive officers and other employees to determine whether such arrangements, practices, policies and programs encourage unnecessary or excess risk taking and whether any risks arising from such arrangements, practices, policies and programs are reasonably likely to have a material adverse effect on the Company. ● The Compensation and Human Resources Committee regularly receives reports and recommendations from management and from its outside compensation consultant to assist it in carrying out its responsibilities. ● The Compensation and Human Resources Committee also periodically reviews our human capital and people strategy, including regarding our culture, associate engagement and talent management, to assess alignment with achieving our long-term performance and growth objectives, including periodically reviewing our employee diversity, equity and inclusion policies, programs and initiatives and other recruitment, retention, development and internal human capital programs. ● The Compensation and Human Resources Committee has engaged Meridian Compensation Partners, LLC (“Meridian”) as its outside compensation consultant. During 2022, Meridian and its affiliates did not provide any additional services to the Company or its affiliates, and the work of Meridian has not raised any conflict of interest. ● Under its charter, the committee also may consult with legal, accounting or other advisors, as appropriate, and may form and delegate authority to subcommittees when appropriate. ● Details of the 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/governance.

Nominating and Corporate Governance Committee
Nominating and Corporate Governance Committee
Members: Philippe Germond (Chair) Deborah Lee James Lee D. Roberts Roxanne Taylor Independence and Qualifications: The Board has determined that each of Mr. Germond, Ms. James, Mr. Roberts and Ms. Taylor qualifies as independent under the listing standards of the NYSE. Number of Meetings: 4		Purpose: ● The Nominating and Corporate Governance Committee identifies and reviews candidates and recommends to the Board of Directors nominees for membership on the Board of Directors. The director nomination process and the factors considered by the committee when reviewing candidates are described in “Director Nomination Process.” ● It also oversees the Company’s corporate governance, including developing and recommending to the Board the corporate governance guidelines adopted by the Board each year. ● The Nominating and Corporate Governance Committee oversees the evaluation of the Board of Directors, including reviewing annually with the Board the independence of outside directors and annually facilitating the Board’s self-assessment of its performance. ● The Nominating and Corporate Governance Committee also reviews management’s report on our posture with respect to environmental, social and governance (“ESG”) and corporate social responsibility (“CSR”) matters. ● Details of the 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/governance.

Security and Risk Committee
Security and Risk Committee
Members: Paul E. Martin (Chair) Denise K. Fletcher John A. Kritzmacher Regina Paolillo Troy K. Richardson Independence and Qualifications: The Board has determined that each of Ms. Fletcher, Mr. Kritzmacher, Mr. Martin, Ms. Paolillo and Mr. Richardson qualifies as independent under the listing standards of the NYSE. Number of Meetings: 4		Purpose: ● The Security and Risk Committee assists the Board of Directors in its oversight responsibilities with regard to 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 that the Company faces such as strategic, commercial, physical security, property, workplace safety, legal, regulatory, and reputational risks. ● Details of the 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/governance.

Evaluation	Feedback Analysis	Presentation Of Findings & Follow-Up

The Chair of the Nominating and Corporate Governance Committee oversees the process. Each director completes a detailed questionnaire assessing the functioning and effectiveness of the full Board as well as each Committee on which they serve. Individual interviews are also conducted with each director by the Chair of the Nominating and Corporate Governance Committee.	The results of the assessment of the Board are shared with the Chair of the Board, the Lead Independent Director and the results of the assessment of each Committee are shared with the chairs of the committees. The aggregated responses to the questionnaires are also shared with the members of the Board and each Committee.	The Board, led by the Chair of the Nominating and Corporate Governance Committee, and each Committee, led by its Chair, review and discuss the results of assessment to identify areas requiring performance enhancement, process improvement or the development or acquisition of further Board skills.

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 responsibility 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.

Audit and Finance Committee	Security and Risk Committee
● Receives quarterly reports from Chief Compliance Officer on our compliance and ethics program. ● Regularly reviews with the leadership team our financial arrangements, capital structure and our ability to access the capital markets. ● Oversees named plan fiduciaries responsible for the administration and the management and investment of our pension assets as well as the performance of pension plan investments.	● Has oversight responsibilities with regard to our organization-wide security and enterprise risk management practices. ● Responsible for discussing with the leadership team our major financial risk exposures (other than with respect to financial reporting and executive compensation) and the steps management has taken to monitor and control those exposures, including our risk assessment and risk management policies.
Nominating and Corporate Governance Committee	Compensation and Human Resources Committee
● Annually reviews our corporate governance guidelines and their implementation.	● Annually reviews the leadership team’s assessment of risk as it relates to the Company’s compensation arrangements.

MANAGEMENT
● Our Chief Audit Executive prepares annually a corporate risk assessment report and provides that report to the Board of Directors. This report identifies the material business risks (including strategic, operational, financial reporting and compliance risks) for the Company and identifies the controls and management initiatives that respond to and mitigate those risks. ● Our leadership team regularly evaluates these controls, and the Chief Audit Executive periodically reports to the Security and Risk Committee regarding their design and effectiveness.

Cybersecurity Oversight
Cybersecurity Oversight
The Security and Risk Committee’s responsibilities include reviewing the leadership team’s implementation of cybersecurity programs, privacy programs and risk policies and procedures and the leadership team’s actions to (1) safeguard the effectiveness of such programs and policies and the integrity of our electronic systems and facilities and (2) prevent, detect and respond to cyber-attacks or information or data breaches involving our electronic information, intellectual property and data. In addition, the Security and Risk Committee receives information from the Chief Information Officer regarding matters related to the management of cybersecurity risk and information from the Chief Privacy Officer regarding matters related to the management of privacy risks. The Security and Risk Committee also receives and reviews summaries of any incidents or activities that are required to be reported to the Board or the committee pursuant to any escalation policies applicable to the Company’s Corporate Security & Infrastructure Office.

Annual Retainers
Cash				$	85,000
Restricted Stock Units	Restricted Stock Units having a value of $200,000
Additional Cash Retainer			Chair	Member
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⁾ ($)	Stock Awards^(2) (3) ($)	Option Awards⁽⁴⁾ ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Non- Qualified Deferred Compensation Earnings	All Other Compensation ($)	Total ($)
Nathaniel A. Davis Lead Independent Director	135,000	200,001	—	—	—	—	335,001
Matthew J. Desch	95,000	200,001	—	—	—	—	295,001
Denise K. Fletcher Chair, Audit and Finance Committee	122,500	200,001	—	—	—	—	322,501
Philippe Germond Chair, Nominating and Corporate Governance Committee	101,250	200,001	—	—	—	—	301,251
Deborah Lee James	102,500	200,001	—	—	—	—	302,501
Paul E. Martin Chair, Security and Risk Committee	113,500	200,001	—	—	—	—	313,501
Regina Paolillo	104,500	200,001	—	—	—	—	304,501
Troy K. Richardson	104,500	200,001	—	—	—	—	304,501
Lee D. Roberts Chair, Compensation and Human Resources Committee	112,500	200,001	—	—	—	—	312,501
Roxanne Taylor	99,583	200,001	—	—	—	—	299,584

⁽¹⁾	Amounts shown are the annual board retainer and annual retainer fees for chairs of committees, committee membership and lead independent director. Includes amounts that have been deferred under the deferred compensation plan for directors.
⁽²⁾	Amounts shown are the aggregate grant date fair value of awards computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. For a discussion of the assumptions made in such valuation, see note 18 to our 2022 financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2022. Amounts shown are in respect of the 9,187 restricted stock units granted to non-employee directors. Includes awards that have been deferred under the deferred compensation plan for directors.
⁽³⁾	At December 31, 2022, Ms. Fletcher had outstanding 1,314.8 stock units in respect of directors’ fees and no other director had any such stock units.
⁽⁴⁾	At December 31, 2022, none of the directors had outstanding stock options.

Section		Page
Executive Summary		31
What Guides Our Program		35
2022 Executive Compensation Program		42
Other Executive Compensation Practices and Policies		48

	Peter A. Altabef Chair and Chief Executive Officer			Katherine Ebrahimi Senior Vice President and Chief Human Resources Officer

	Debra McCann⁽¹⁾ Executive Vice President and Chief Financial Officer			Teresa Poggenpohl Senior Vice President and Chief Marketing Officer

	Michael M. Thomson President and Chief Operating Officer and Former Executive Vice President and Chief Financial Officer			Gerald P. Kenney⁽³⁾ Former Senior Vice President, General Counsel and Corporate Secretary

	Claudius Sokenu⁽²⁾ Senior Vice President, General Counsel, Corporate Secretary and Chief Administrative Officer

⁽¹⁾	Ms. McCann is a new hire as of May 2, 2022.
⁽²⁾	Mr. Sokenu is a new hire as of May 2, 2022. In addition to his role as General Counsel and Corporate Secretary, Mr. Sokenu was named Chief Administrative Officer in October 2022.
⁽³⁾	Mr. Kenney’s employment with the Company terminated effective April 30, 2022. Severance payable to Mr. Kenney is described under the “Transition Agreement with Mr. Kenney” section.

2021 Say-On-Pay Support		2022 Say-On-Pay Support		Five-Year Average Say-On-Pay Support

	Revenue		Non-GAAP Operating Profit Margin		Adjusted EBITDA Margin
	2022 Actual: $1,980M or -3.6% Year-Over-Year		2022 Actual: 8.0%		2022 Actual: 16.5%

Pay Component	What We Did			Why We Did It
Base Salary	In 2022, Mr. Thomson received an 18.7% increase in base salary based on change in role to Chief Operating Officer and market considerations and Ms. Ebrahimi and Ms. Poggenpohl received a 3.8% and 3.3% increase respectively in base salary based on market considerations. No other NEOs received increases in 2022.			The increase in Mr. Thomson’s base salary is based on change in role to Chief Operating Officer, performance, and market considerations, while the increase in Ms. Ebrahimi’s and Ms. Poggenpohl’s base salaries was based on performance and market considerations.
Short-Term Incentives (“STI”)	Mr. Thomson’s STI target percentage increased from 95% to 110%. No other NEOs received STI target percentage increases in 2022.			The increase in Mr. Thomson’s STI target is due to his transition to his new role as Chief Operating Officer.
	In 2022, we incorporated a new Diversity, Equity & Inclusion (“DEI”) non-financial metric to the annual STI program, in addition to the already existing Non-GAAP Operating Profit Margin, Revenue and Free Cash Flow financial metrics. This new DEI metric is weighted 15% for executive officers, including the NEOs, with Revenue weighted at 40%, Non-GAAP Operating Profit at 35% and Free Cash Flow at 10%. The 2022 DEI goals include improving the representation of (a) women globally and (b) associates from Underrepresented Ethnic Groups (“UREG”) within the U.S. We tightened the payout range (which is expressed as a percentage of target opportunity) for Non-GAAP Operating Profit and Free Cash Flow as shown in the table below. Maximum overall STI funding remains at 200% of targets based on achievement of incentive goals.			We believe the success of this critical human capital measure supports our strategy in creating an equitable workforce that improves our organization, local communities and society. At Unisys, our commitment to our greatest strength, our people, will never change. We understand that our growth, success and competitiveness as a company depend on our ability to foster an inclusive culture, ensure diverse perspectives, and cultivate a strong sense of belonging.

	Measure	2021	2022	We tightened the payout range to better align with market practice, our business financial goals and our annual Operating Plan.

	Non-GAAP Operating Profit	60%-135%	65%-130%
	Achievement against objective of profitability
	Revenue	90%-110%	90%-110%
	Achievement on growth objectives
	Free Cash Flow	50%-150%	60%-135%
	Ability to generate cash
	DEI	—	-1% to +2%
	Achievement on improving diversity representation		(of target)


Long-Term Incentives (“LTI”)	Beginning in 2022, 1/3 of total LTI delivered in performance-based cash was based on Non-GAAP Operating Profit, which was the measure in 2020, prior to the one-year change in 2021 to rTSR due to COVID-19. Vesting remains at 1/3 each year with three tranches based on 1-, 2-, and 3-year cumulative performance periods. In addition to the performance-based cash, 1/3 of total 2022 LTI grant value was time-based shares and 1/3 was rTSR performance-based shares.			We reverted to Non-GAAP Operating Profit in 2022 which had been the metric in the performance-based cash LTI prior to the temporary change due to COVID-19.