Unisys Corp DEF 14A, filed Mar 22, 2024

About this DEF 14A

Unisys Corp (UIS)

DEF 14A 2024-03-22 For: 2024-05-01

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Added on June 12, 2026

Director since: 2015

64 years old

Unisys Chair and CEO

Other Current Directorships:

•

NiSource Inc. (NYSE: NI)

•

Petrus Trust
Company, LTA

Prior Directorships:

•

Perot Systems Corporation

•

Belo Corporation

•

MICROS Systems, Inc.

Peter Altabef

Chief Executive Officer

Professional Experience

•

Chair of the Board of Directors since 2018 and Chief Executive Officer of Unisys since 2015

•

President of Unisys from December 2021 to May 2022, after having previously served in this role from 2015 to 2020

•

President and Chief Executive Officer, and a member of the board of directors, of MICROS Systems, Inc. from 2013 until 2014, when MICROS Systems, Inc. was acquired by Oracle Corporation

•

President of Dell Services (a unit of Dell Inc.) from 2009 to 2011

•

President and Chief Executive Officer, and a member of the board of directors, of Perot Systems Corporation from 2004 until 2009, when Perot Systems Corporation was acquired by Dell, Inc.

•

Serves as a member of the board of directors of NiSource (NYSE: NI) and Petrus Trust Company, LTA

•

Serves on the board of advisors of Merit Energy Company, LLC, and also a member of the President’s National Security Telecommunications Advisory Committee, where he served as co-chair of its Cybersecurity Moonshot subcommittee

•

Serves as a trustee of the Committee for Economic Development (“CED”) of The Conference Board, where he serves as co-chair of the CED’s Technology and Innovation Committee

•

Served as Senior Advisor to 2M Companies, Inc. in 2012

•

Served as member of the board of directors of Belo Corporation from 2011 to 2013

Attributes, Skills and Qualifications:

Mr. Altabef has more than 25 years of senior leadership experience in the information technology industry and, having led both Perot Systems Corporation and MICROS Systems, Inc., has a proven ability to drive revenue growth and achieve strong financial performance. As a result, the Board believes Mr. Altabef has the leadership skills and experience to serve as a director and as the Chair and CEO of the Company.

Unisys Corp filed this DEF 14A on March 22, 2024.

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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 9
Proposal 2	Approve a non-binding advisory resolution approving the compensation of the Company’s named executive officers	“FOR”	Page 34
Proposal 3	Ratify the selection of the Company’s independent registered public accounting firm for 2024	“FOR”	Page 66
Proposal 4	Approve the Unisys Corporation 2024 Long-Term Incentive and Equity Compensation Plan	“FOR”	Page 69

	Proxy Summary					1
	About Unisys					1
	Board Information					2
	Corporate Governance Highlights					4
	Sustainability Highlights					4
	Our Principles-Based Philosophy					5
	Executive Compensation Overview					5
	Compensation Mix					6
	Stockholder Outreach					6
	2023 Compensation Highlights					7
	Compensation Best Practices					7

	Proposal 1 – Election of Directors					9
	Board Overview					9
	Director Independence					11
	Information Regarding Nominees					12
	Director Nomination Process					23
	Stockholder Nominations of Director Candidates					23
	Corporate Governance					24
	Corporate Governance Principals					24
	Board and Committee Structure					24
	Director Engagement					28
	Board’s Role in Corporate Oversight					28
	Other Governance Policies and Procedures					31
	Compensation of Directors					32

	Proposal 2 – Advisory Vote to Approve Executive Compensation					34
	Compensation Discussion & Analysis					35
	2023 Executive Compensation Program					46
	Compensation and Human Resources Committee Report					53
	Executive Compensation Tables					54
	CEO Pay Ratio					62
	Pay Versus Performance					62

	Proposal 3 – Ratification of the Selection of Independent Registered Public Accounting Firm					66
	Independent Registered Public Accounting Firm Fees & Services					67
	Pre-Approval Policies and Procedures					67
	Audit and Finance Committee Report					68

	Proposal 4 – Approve of the Unisys Corporation 2024 Long-Term Incentive and Equity Compensation Plan					69
	General					69
	Why Stockholders Should Approve The 2024 Equity Plan					70
	Key Plan Features					70
	Plan Summary					71
	U.S. Federal Income Tax Consequences					75
	Security Ownership of Certain Beneficial Owners and Management					77
	Section 16(a) Beneficial Ownership Reporting Compliance					78
	Equity Compensation Plan Information					78
	Annual Meeting Information					79
	Information About the Meeting and Voting					79
	Voting Procedures and Revocability of Proxies					81
	Internet Availability of Proxy Materials; Multiple Sets of Proxy Materials					82
	Virtual Meeting Webcast					82
	Required Vote					83
	General Matters					84
	Cautionary Statement Regarding Forward-Looking Information					84
	Policy on Confidential Voting					84
	Stockholder Proposals and Nominations					84
	Householding of Proxy Materials					85
	Annual Report					85
	Other Matters					85
	Appendix A					87
	Appendix B					89

	Pay Component			Details of Changes for 2023
	Base Salary			• Mr. Thomson received a 5.5% increase in base salary based on performance and market considerations. • Ms. McCann received a 7.0% increase in base salary based on performance and market considerations. • Mr. Sokenu received a 5.0% increase in base salary based on performance and market considerations.
	Short-Term Incentives (“STI”)			• No NEOs received STI target percentage increases in 2023. • We removed the Free Cash Flow metric to place greater weighting on both Revenue and Non-GAAP Operating Profit. • Non-Linear performance ranges implemented to flatten the curve and ensure stability around target performance results. • Modified the Non-Financial Diversity, Equity & Inclusion (“DEI”) metric to reflect 100% female representation, at senior manager and above levels. • CEO target bonus reduced from 140% to 120% of base salary to reflect his commitment to Company financials and bottom-line performance. • Final 2023 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. • 2023 LTI award values based on performance-based TSR RSUs, performance-based TSR Cash, performance-based Non-GAAP Operating Profit Cash, performance-based stock price appreciation RSUs and time-based RSUs. • 1/3 of total 2023 LTI was delivered in relative TSR performance-based shares. • CEO LTI target reduced by $1.25 million to reflect his commitment to the Company financials and bottom-line performance. • Final 2023 results for performance-based LTI resulted in above target performance.


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	Board Independence and Composition
	• Highly diverse and qualified board • Director skill set aligned with corporate strategy • Effective lead independent director • 91% 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

	Board Performance
	• Commitment to overseeing our approach to Environmental, Social and Governance (“ESG”) • 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

	Stockholder Rights
	• Annual election of all directors • No stockholder rights plan • Majority voting for uncontested director elections • Supermajority voting provisions to protect certain stockholder rights • No super voting or low voting stock • Majority voting for directors in uncontested elections

	2022 Say-On-Pay Support			2023 Say-On-Pay Support			Five-Year Average Say-On-Pay Support

	What We Do
	Provide the majority of compensation in performance-based pay Maintain stock ownership guidelines for officers and directors (excludes stock options) Cap incentive plan at 2x target; no payouts below threshold Maintain a clawback policy Reflect multi-dimensional performance using earnings, revenue, cash and market performance with a mix of relative and absolute goals; also assess performance over multiple time periods with 1-year performance in the STI and 1-year, 2-year and 3-year performance periods in the performance-based component of the LTI 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 also 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 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, in 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 of the Board and 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.

	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 its 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) the Company’s cybersecurity and other information technology controls and procedures, in conjunction with the Security and Risk Committee, (ii) pension oversight, and (iii) preparing the report required by the SEC to be included in the Company’s annual Proxy Statement. • The Audit and Finance Committee’s authority and responsibilities are specified in its charter, which may be accessed at our Investor Relations website at www.unisys.com/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: 13

	Compensation and Human Resources Committee
	Members: Lee D. Roberts (Chair) Matthew J. Desch Deborah Lee James Troy Richardson Roxanne Taylor			Purpose: • The Compensation and Human Resources Committee: (1) oversees and recommends to the Board compensation changes for the CEO; (2) oversees the compensation of our other executive officers; (3) oversees the compensation-related policies and programs involving our executive officers and the level of benefits of officers and key employees; (4) reviews and recommends to the Board compensation of our directors; (5) reviews the senior executive succession plan and the senior executive leadership development process as presented by the CEO; and (6) reviews our human capital and people strategy as presented by the Chief Human Resources Officer (“CHRO”). • The Compensation and Human Resources 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 CEO, evaluates the performance of the CEO in light of those goals and objectives and makes recommendations to the independent members of the Board concerning the compensation of the CEO. • The Compensation and Human Resources Committee annually reviews and approves compensation levels of the other executive officers. To do so, the Compensation and Human Resources Committee solicits input from our CEO regarding the compensation of our other executive officers. • The Compensation and Human Resources Committee 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 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 excessive 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, Meridian Compensation Partners, LLC (“Meridian”), to assist it in carrying out its responsibilities. During 2023, 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. • The Compensation and Human Resources Committee 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. • Details of the Compensation and Human Resources 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.
	Independence and Qualifications: The Board has determined that each member of the Compensation and Human Resources Committee qualifies as independent under the listing standards of the NYSE.
	Number of Meetings: 5

	Nominating and Corporate Governance Committee
	Members: Philippe Germond (Chair) Deborah Lee James Lee D. Roberts Roxanne Taylor			Purpose: • The Nominating and Corporate Governance Committee: (1) identifies and reviews candidates and recommends to the Board nominees for membership on the Board. The director nomination process and the factors considered by the committee when reviewing candidates are described in “Director Nomination Process”; (2) oversees the Company’s corporate governance, including developing and recommending to the Board the corporate governance guidelines adopted by the Board each year; and (3) 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 ESG and corporate social responsibility (“CSR”) matters. • Details of the Nominating and Corporate Governance 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.
	Independence and Qualifications: The Board has determined that each member of the of Nominating and Corporate Governance Committee qualifies as independent under the listing standards of the NYSE.
	Number of Meetings: 4

	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 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 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/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: 5

	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.

	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
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		200,002		—		—		—		—		335,002
Matthew J. Desch		95,000		200,002		—		—		—		—		295,002
Denise K. Fletcher Former Chair, Audit and Finance Committee		51,042		200,002		—		—		—				251,044
Philippe Germond Chair, Nominating and Corporate Governance Committee		103,605		200,002		—		—		—		—		303,607
Deborah Lee James		102,500		200,002		—		—		—		—		302,502
John A. Kritzmacher		104,320		233,333										337,653
Paul E. Martin Chair, Security and Risk Committee		113,320		200,002		—		—		—		—		313,322
Regina Paolillo Chair, Audit and Finance Committee		115,000		200,002		—		—		—		—		315,002
Troy K. Richardson		103,153		200,002		—		—		—		—		303,155
Lee D. Roberts Chair, Compensation and Human Resources Committee		112,320		200,002		—		—		—		—		312,322
Roxanne Taylor		102,500		200,002		—		—		—		—		302,502

Section	Page
Executive Summary		35
What Guides Our Program		39
2023 Executive Compensation Program		46
Other Executive Compensation Practices and Policies		51

Pay Component	What We Did	Why We Did It
Base Salary	In 2023, Mr. Thomson, Ms. McCann and Mr. Sokenu received 5.5%, 7.0% and 5.0% increases respectively in base salary based on market considerations. No other NEOs received base salary increases in 2023.	The increases in Mr. Thomson, Ms. McCann and Mr. Sokenu’s base salaries are based on performance and market considerations.
Short-Term Incentives (“STI”)	No NEOs received STI target percentage increases in 2023.
	Removal of Free Cash Flow (FCF) Metric
	In 2023, we removed the Free Cash Flow metric from the STI program while placing greater weighting on both Revenue and Non-GAAP Operating Profit. Free Cash Flow remains a highly important focus for the Company.
	Non-Financial DEI Metric
	For 2023, the Company modified the DEI Metric component of the STI that was first introduced in 2022 to reflect 100% female representation, at senior manager and above levels, for global consistency. Previously, the metric was weighted on 50% female and 50% Underrepresented Ethnic Groups (UREG) for the US and 100% female representation for the rest of the world. The UREG metric remains an important tracked Company metric, reflecting its strategic importance and the Company’s commitment to fostering a diverse and inclusive workplace, but it is no longer directly tied to the STI program in 2023. Non-Linear Performance Ranges In 2023, the Company implemented non-linear performance ranges to flatten the curve and ensure stability around target performance results.	We believe the success of this critical human capital measure continues to support 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.
	CEO Target Bonus Reduction
	Beginning in 2023, the CEO target bonus was reduced from 140% to 120% of base salary to reflect his commitment to Company financials and bottom-line performance.
	The maximum payout design for all NEOs remains at 200% of each NEOs annual target based on achievement of both individual and performance metrics.
Long-Term Incentives (“LTI”)	In 2023, we realigned the mix of performance measures between shares and cash for our LTI awards to carefully manage share usage, to minimize dilution and conserve our equity reserves.	This structure ensures that our executives are incentivized for their ongoing contributions and their role in driving sustainable long-term growth.
	2023 LTI awards were based on time-based Restricted Stock Units (RSUs), performance-based TSR RSUs, performance-based TSR Cash, performance-based Non-GAAP Operating Profit Cash, and performance-based stock price appreciation RSUs to further incent behaviors in driving stock price appreciation and stockholder value.	We remain optimistic about our future and are confident that these measures will lead to enhanced stockholder value.
	After conducting a comprehensive review of their market positioning, select NEOs and executive officers received increased LTI award values in 2023.
	CEO LTI Target Reduction
	Beginning in 2023, the CEO LTI target was reduced by $1.25 million to reflect his commitment to the Company financials and bottom-line performance.