Unisys Corp PRE 14A, filed Mar 5, 2026

Unisys Corp (UIS)

PRE 14A 2026-03-05 For: 2026-04-30

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Added on October 26, 2026

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Proxy Summary			1

About Unisys			1
Board Information			2
Corporate Governance Highlights			4
Stockholder Outreach			5
Sustainability Highlights			5
Our Principles-Based Philosophy			6
Executive Compensation Overview			6
Compensation Mix			7
202 5 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			24
Stockholder Nominations of Director Candidates			24
Corporate Governance			25
Corporate Governance Principles			25
Board and Committee Structure			25
Director Engagement			30
Board’s Role in Corporate Oversight			30
Other Governance Policies and Procedures			35
Compensation of Non-Employee Directors			36


Proposal 2 – Advisory Vote to Approve Executive Compensation			38

Compensation Discussion & Analysis			39
202 5 Executive Compensation Program			49
Compensation and Human Resources Committee Report			57
Executive Compensation Tables			58
CEO Pay Ratio			65
Pay Versus Performance			67


Proposal 3 – Ratification of the Appointment of Independent Registered Public Accounting Firm			72

Audit and Finance Committee Report			73



Proposal 4 – Approve the 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 Am e n d ed and Restated Certificate of Incorporation to Eliminate Supermajority Voting Provisions			82

Security Ownership of Certain Beneficial Owners and Management			84
Section 16(a) Beneficial Ownership Reporting Compliance			85
Equity Compensation Plan Information			85
Annual Meeting Information			86
Information About the Meeting and Voting			86
Voting Procedures and Revocability of Proxies			89
Internet Availability of Proxy Materials; Multiple Sets of Proxy Materials			89
Virtual Meeting Webcast			90
General Matters			91
Cautionary Statement Regarding Forward-Looking Information			91
Policy on Confidential Voting			91
Stockholder Proposals and Nominations			91
Householding of Proxy Materials			92
Annual Report			92
Other Matters			92
Appendix A			93
Appendix B			95
Appendix C			110


Proposal 1

Election of Directors
	The Board recommends a vote FOR each director nominee.	See page 11


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


Senior Leadership			10


Public Company Board			9


CEO			4


Financial Expertise			6


Technology			10


Industry Sectors			10


International			10


☒ Filed by the Registrant						☐ Filed by a Party other than the Registrant




Internet www.proxyvote.com or scan the Quick Response “QR” Barcode on your proxy card	Telephone 1-800-690-6903 as noted on your proxy card	Mail Mark, sign, date and promptly mail your proxy card in the provided postage-paid envelope


Proposal 2

Non-Binding Advisory Vote to Approve Executive Compensation
	The Board recommends a vote FOR this proposal.	See page 38


Pay Component						Details of Changes for 2025

Base Salary						•Mr. Thomson received a 4.5% and 14.3% increase in base salary in January and April 2025, respectively, based on performance, market considerations and appointment as CEO. •Mr. Arrasmith received a 13.7% increase in base salary in April 2025 based on performance, market considerations and appointment as Chief Operating Officer. •Ms. McCann, Ms. Prohl and Ms. Poggenpohl received a 1.9%, 8.2% and 4.1% increase in base salary, respectively, based on performance and market considerations.


Short-Term Incentives (“STI”)						•Mr. Thomson received a 9.1% increase in STI target percentage based on performance, market considerations and appointment as CEO. •Mr. Arrasmith received a 33.3% increase in STI target percentage based on performance, market considerations and appointment as Chief Operating Officer. •Final 2025 plan achievement resulted in below 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. •2025 LTI award values included time‑based RSUs and performance‑based cash awards tied to relative TSR and non‑GAAP operating profit, with performance awards earned over a three‑year performance period and cliff vesting at the end of that period. •50% of the 2025 target LTI opportunity was tied to long‑term, three‑year performance‑based metrics. •Final 2025 results for relative TSR resulted in below threshold performance and non-GAAP operating profit based LTI resulted in above target performance.


Proposal 3

Ratification of the Appointment of Independent Registered Public Accounting Firm
	The Board recommends a vote FOR this proposal.	See page 72


Proposal 4

Approve the Amendment to the Unisys Corporation 2024 Long-Term Incentive and Equity Compensation Plan
	The Board recommends a vote FOR this proposal.	See page 74


Proposal 5

Approve the Amendment to the Company’s Amended and Restated Certificate of Incorporation to Eliminate Supermajority Voting Provisions
	The Board recommends a vote FOR this proposal.	See page 82


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



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 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 OF DIRECTORS

•Annually reviews our strategic and operating 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.


			Independent						Non-Independent


Age


			0-2 Years						3-5 Years
			6-8 Years						9+ Years


			Performance-Based Cash (TSR)						Time-Based RSUs


Audit and Finance Committee									Security and Risk Committee

•Receives quarterly reports (directly or indirectly via a designee) from the chief financial officer, corporate controller, general counsel, chief compliance officer, our internal audit function and our independent registered public accounting firm. •Regularly reviews with management the Company’s liquidity and capital structure. •Oversees, in conjunction with the Security and Risk Committee, our cybersecurity and other information technology controls and procedures. •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 ERM practices, including artificial intelligence, cybersecurity, privacy and disaster recovery. •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 identify, manage and mitigate those exposures, including our risk assessment and risk management policies. •Monitors our enterprise risk profile and our ongoing potential exposure to risks of various types and reviews crisis preparedness, incident response plans and summaries of any incidents or activities. •Reviews reports or presentations from management or advisors, including third-party experts, regarding the management of enterprise risk programs.

Nominating and Corporate Governance Committee									Compensation and Human Resources Committee

•Annually reviews our Amended and Restated Certificate of Incorporation, Bylaws, corporate governance guidelines and their implementation. •Regularly reviews and monitors other matters relating to the corporate governance of the Company. •Maintains a continuing program of director succession planning. •Considers recommendations from other Board members, management and stockholders as to potential new director candidates, and may retain search firms to assist in identifying and screening candidates.									•Annually reviews the leadership team’s assessment of risk as it relates to the Company’s compensation arrangements. •Reviews the senior executive succession plan and the senior executive leadership development process as presented by the CEO. •Reviews and approves our executive compensation strategy and principles to ensure they are aligned with our business strategy and objectives and with stockholder interests.


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.


Cybersecurity Oversight

The Security and Risk Committee’s responsibilities include periodically meeting with the chief information security officer (“CISO”) and chief privacy officer (“CPO”) and periodically briefing the full Board on cybersecurity matters. Additionally, the Audit and Finance Committee has general oversight over our cybersecurity as it relates to responsibility for our internal audit function, including cybersecurity practices, compliance with legal and regulatory requirements and internal control over financing reporting. The Audit and Finance Committee, in conjunction with the Security and Risk Committee, also reviews our cybersecurity and other information technology controls and procedures no less than annually. Management’s Disclosure Committee assists in fulfilling our obligations to maintain disclosure controls and procedures and coordinates and oversees the process of preparing our periodic securities filings with the SEC. Cybersecurity incidents, based on their severity, are escalated to the Disclosure Committee by our Security Incident Response Team. The Disclosure Committee is comprised of the CEO, chief operating officer (“COO”), chief financial officer (“CFO”), general counsel, chief compliance officer and chief accounting officer (“CAO”). The COO represents our business units, and the CISO reports to the CEO. The Disclosure Committee meets on a quarterly basis and more often, if necessary, and invites subject matter experts to meetings, as appropriate. We have policies and procedures in place designed to provide appropriate information on any matters to our Disclosure Committee that should be considered in advance of applicable public filings, including cybersecurity matters, and to address the proper handling and escalation of information to management and the Board or a committee of the Board, including the Security and Risk Committee and the Audit and Finance Committee. In addition to the oversight of the Board, members of our management, including our CISO, CPO and chief information officer, are responsible for assessing and managing material cybersecurity risks.


Annual Retainers
Cash				$	90,000
Equity	having a value of			$	200,000
Additional Cash Retainer		Chair		Member
Chair of Board		$	50,000
Lead Independent Director				$	50,000
Committees
Audit and Finance		$	30,000	$	15,000
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 ($)
Peter Altabef(3) Chair of the Board	105,000	200,001	—	—	—	—	305,001
Nathaniel A. Davis Lead Independent Director	144,859	200,001	—	—	—	—	344,860
Matthew J. Desch Chair, Compensation and Human Resources Committee	106,479	200,001	—	—	—	—	306,480
Philippe Germond Chair, Nominating and Corporate Governance Committee	121,250	200,001	—	—	—	—	321,251
Deborah Lee James	110,739	200,001	—	—	—	—	310,740
John A. Kritzmacher	112,500	200,001	—	—	—	—	312,501
Paul E. Martin Chair, Security and Risk Committee	118,261	200,001	—	—	—	—	318,262
Regina Paolillo Chair, Audit and Finance Committee	127,500	200,001	—	—	—	—	327,501
Troy K. Richardson	107,500	200,001	—	—	—	—	307,501
Roxanne Taylor	107,500	200,001	—	—	—	—	307,501
Lee D. Roberts(4)	39,617	200,001					239,618


Section			Page
Executive Summary			39
What Guides Our Program			42
202 5 Executive Compensation Program			49
Other Executive Compensation Practices and Policies			55



Alignment with Long-Term Stockholders’ Interests			Our NEOs’ interests are directly aligned with our stockholders’ interests through compensation programs that emphasize an appropriate balance of short- and long-term financial performance and deliver a meaningful percentage of compensation in the form of equity awards. Our LTI program further supports our continued focus on driving stockholder value creation.


Competitiveness			Total compensation is competitive to attract qualified individuals, motivate performance and retain executives with the abilities and skills needed to foster long-term stockholder value creation.


Motivating Achievement of Financial Goals and Strategic Objectives			A significant portion of overall compensation is dependent on the achievement of our short- and long-term financial goals and strategic objectives to create value in the long term, which is a key pillar of our pay-for-performance philosophy.


Rewarding Superior Performance			Performance that exceeds target is appropriately rewarded with above target payouts. This is balanced with downside risk of below-target payouts if we do not achieve our target financial goals and strategic objectives.


Responding to Change			As our industry evolves and our opportunities for competitive business advantages change over time, we evolve to continue to create value. Our compensation programs are tailored to our strategic priorities (which may impact how we calibrate incentive plan payouts to various levels of performance) along with stockholder feedback and macroeconomic factors.


Metric	Details	% of STI	% of Performance LTI*

Revenue	This metric reflects Unisys’ total revenue. Revenue is subject to adjustment by the Compensation and Human Resources Committee of the board of directors when there are special items related to discontinued operations or significant non-operational items.	50%	N/A


Non-GAAP Operating Profit	This measure excludes pretax pension and postretirement expense, pretax goodwill impairment charge and pretax charges or gains associated with certain legal matters related to settlements, professional services and legal fees, including legal defense costs, associated with certain legal proceedings, and cost-reduction activities and other expenses. Non-GAAP operating profit is subject to adjustment by the Compensation and Human Resources Committee of the board of directors when there are special items related to discontinued operations, reorganizations, restructurings or significant non-operational items.	50%	50%


Relative Total Stockholder Return (“rTSR”)	Unisys’ TSR positioning among the constituent companies of the Russell 2000 Index over multiple performance periods. Awards are issued in both stock and cash.	N/A	50%


Compensation and Human Resources Committee

The CHRC is accountable for review and approval of overall compensation actions and strategic initiatives, along with oversight to broader human capital responsibilities. The Committee is comprised of independent, non-employee members of the Board. The Committee is appointed by the Board to: (1)oversee and recommend to the Board compensation changes for the CEO; (2)oversee compensation of our Section 16 Officers (executive officers); (3)oversee compensation-related policies and programs involving our executive officers and the level of benefits of officers and key employees; (4)review and recommend to the Board compensation of the Company’s directors; (5)review the senior executive succession plan and the senior executive leadership development process as presented by the CEO; and (6)review our human capital and people strategy as presented by the CHRO. The Committee oversees the executive compensation program for our NEOs and works very closely with its independent compensation consultant and the leadership team to examine the effectiveness of our executive compensation program throughout the year. Details of the Committee’s authority and responsibilities are specified in the committee’s charter, which may be accessed at our Investor Relations website: www.unisys.com/investor-relations/corporate-governance/. As part of the responsibilities described in its charter, the committee sets objective business performance targets and the amounts payable at different levels of performance under the EVC and LTI plans. Goal setting is part of the Company’s overall business planning process. As part of this process, a range of performance scenarios is developed. Goals are then set at the threshold, target and maximum performance levels — driven by the strategic and operational plans approved by the Board. The committee also considers the probability of achievement of different levels of performance when setting goals.


Leadership

The Committee receives reports and recommendations from management during the year on multiple compensation, human capital and performance-related topics. Throughout 2025, the committee solicited input from Mr. Altabef (prior to April 1, 2025) and Mr. Thomson (after April 1, 2025) regarding the compensation and performance of executive officers. In addition, the CEO provides recommendations, based on our operating and strategic plans, to the Committee related to the performance measures used in the Company’s short- and long-term incentive plans, as well as the recommended threshold, target and maximum performance levels.


Independent Compensation Consultant

The Committee retains and regularly consults with an independent compensation consultant, Meridian. To ensure the Committee receives independent and unbiased advice and analysis, the consultant is prohibited from providing any services to Company leadership. Under its charter, the Committee has sole authority to retain and terminate outside compensation consultants, including the authority to approve the consultant’s fees and other retention terms. The consultant maintains active engagement with the Committee chair and reports to the committee. The Committee annually reviews the independence of the consultant’s work under rules adopted by the SEC and NYSE and has found no conflicts. In 2025, Meridian performed duties requested by the Committee, including: (1)conducting a risk assessment in collaboration with management; (2)providing recommendations on the composition of the peer group; (3)analyzing executive and director compensation in comparison to market references; (4)updating the Committee on executive compensation, regulatory, legislative, compliance and governance topics and trends; (5)advising the committee on STI and LTI plan designs; (6)reviewing disclosures related to executive and director compensation; (7)providing data, analysis and advice for review of Mr. Thomson’s compensation, which were then recommended to and approved by the independent members of the Board; (8)regularly attending meetings and joining from time to time in executive sessions with the Committee without the presence of management; and (9)supporting requests from the Committee.


Comparable Size			Comparable Industry and Peers

•Revenue ($1B – $10B), market capitalization (<$20B), number of employees, EBITDA margin, enterprise value			•Industry group analysis based on the Global Industry Classification Standard, including a review of peer groups identified by third‑party sources, proxy advisory firms, and direct competitors, supplemented by a broader technology screen encompassing software and professional services companies

Publicly Traded U.S. Based Companies			Other Consideration

•Traded on North American Stock Exchanges, filings, financials, compensation data available			•Business fit, non-U.S. sales, cybersecurity, software, services, technology offerings, talent competitors and end markets


2025 Compensation Peer Group

Box Inc. CACI International Inc. Conduent International EPAM Systems, Inc. GitLab, Inc. ICF International Inc. KBR, Inc. Maximus, Inc.						NCR Voyix Corporation Pegasystems, Inc. Perficient, Inc. Rackspace Technology, Inc. Teradata Corporation Thoughtworks Holding, Inc. TTEC Holding, Inc. Verint Systems, Inc.


NEO	Base Salary 2024(1)			Increase in Base Salary			Base Salary 2025(1)
Michael M. Thomson		$	670,000		19.4	%		$	800,000
Debra McCann		$	535,000		1.9	%		$	545,000
Chris Arrasmith		$	475,000		13.7	%		$	540,000
Kristen Prohl		$	490,000		8.2	%		$	530,000
Teresa Poggenpohl		$	490,000		4.1	%		$	510,000
Peter Altabef(2)		$	991,000		—	%		$	991,000


NEO	2025 Target Award Opportunity (as % of total earned base salary)		2025 Target Award Opportunity ($)(1)
Michael M. Thomson(2)	120	%		$930,000
Debra McCann	95	%		$517,750
Chris Arrasmith(2)	100	%		$523,750
Kristen Prohl	95	%		$503,500
Teresa Poggenpohl	95	%		$484,500
Peter Altabef(3)


Performance Level	Non-GAAP Operating Profit (Attainment %)	Payout % for Non-GAAP Operating Profit Metric	Revenue (Attainment %)	Payout % for Revenue Metric
Below Threshold	<65%	0%	<90%	0%
Threshold	65%	50%	90%	50%
Mid-Target	90%	90%	97%	90%
Target	100%	100%	100%	100%
Mid-Maximum	110%	110%	103%	110%
Maximum	130%+	200%	110%+	200%


NEO	2025 EVC Target			Total Amount Paid(1)			Total Amount Paid as % of 2025 EVC Target(1)
Michael M. Thomson		$	930,000		$	813,471	87.47	%
Debra McCann		$	517,750		$	452,876	87.47	%
Chris Arrasmith		$	523,750		$	572,655	109.34	%
Kristen Prohl		$	503,500		$	550,514	109.34	%
Teresa Poggenpohl		$	484,500		$	474,647	97.97	%
Peter Altabef(2)		$	—


Vesting	2025	2026	2027	2028

One Tranche vesting in 2028	2025 Target Awards Granted to NEOs	Awards vest in 2028 (for 2025-2027 performance)


NEO	Time-Based RSUs			Target rTSR- Based Cash			Target PB-Cash: Non-GAAP Operating Profit			Total Target Value
Michael M. Thomson		$	1,940,625		$	970,313		$	970,313		$	3,881,251
Debra McCann		$	833,750		$	416,875		$	416,875		$	1,667,500
Chris Arrasmith		$	600,000		$	300,000		$	300,000		$	1,200,000
Kristen Prohl		$	475,000		$	237,500		$	237,500		$	950,000
Teresa Poggenpohl		$	350,000		$	175,000		$	175,000		$	700,000
Peter Altabef(1)		$	—		$	—		$	—		$	—


Grant Year	Vesting Period	Performance Period	Vesting (as a % of target)
2023(1)	Tranche 3	1/1/2023-12/31/2025	0.00	%
2024(2)	Tranche 2	1/1/2024-12/31/2025	0.00	%